U.S. SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                                     Commission File No. 0-16061

                           NOTIFICATION OF LATE FILING


(Check  One):  [  X  ]  Form  10-K  [ ] Form 11-K   [ ] Form 20-F  [ ] Form 10-Q
[  ]  Form  N-SAR

For  Period  Ended:  June  30,  2002

[  ]  Transition  Report  on  Form  10-K
[  ]  Transition  Report  on  Form  20-F
[  ]  Transition  Report  on  Form  11-K
[  ]  Transition  Report  on  Form  10-Q
[  ]  Transition  Report  on  Form  N-SAR

For  the  Transition  Period  Ended:  Not  Applicable

     Read  attached  instruction  sheet  before preparing form.  Please print or
type.

     Nothing  in  this  form shall be construed to imply that the Commission has
verified  any  information  contained  herein.

     If  the  notification  relates  to  a  portion of the filing checked above,
identify  the  item(s)  to  which  the  notification  relates:  Not  Applicable

                                     Part I
                             Registrant Information

Full  Name  of  Registrant:  Criticare  Systems,  Inc.

Former  Name  if  Applicable:  Not  Applicable

Address  of  Principal  Executive  Office (Street and Number):  20925 Crossroads
Circle

City,  State  and  Zip  Code:  Waukesha,  WI  53186



                                     Part II
                             Rules 12b-25(b) and (c)

     If  the  subject  report  could not be filed without unreasonable effort or
expense  and  the  registrant  seeks  relief  pursuant  to  Rule  12b-25(b), the
following  should  be  completed.  (Check  box  if  appropriate)

     |    (a)  The  reason  described  in  reasonable detail in Part III of this
     |         form  could  not  be  eliminated  without  unreasonable effort or
     |         expense;
     |
     |    (b)  The  subject  annual report, semiannual report, transition report
     |         on  Form  10-K,  Form  20-F,  Form 11-K or Form N-SAR, or portion
     |         thereof  will  be  filed  on or before the fifteenth calendar day
 [x] |         following  the  prescribed  due  date;  or  the subject quarterly
     |         report or transition report on Form 10-Q, or portion thereof will
     |         be  filed  on  or  before  the  fifth  calendar day following the
     |         prescribed  due  date;  and
     |
     |    (c)  The  accountant's  statement  or  other  exhibit required by Rule
     |         12b-25(c)  has  been  attached  if  applicable.

                                    Part III
                                    Narrative

     State  below  in  reasonable  detail the reasons why Form 10-K, 11-K, 20-F,
10-Q,  N-SAR  or the transition report portion thereof could not be filed within
the  prescribed  time  period.  (Attach  extra  sheets  if  needed.)

     The  registrant  could not file its annual report on Form 10-K for the year
ended  June  30,  2002  on the prescribed filing date for the following reasons:

               Due  to  demands  on  management's  time  and  attention  during
          September  2002, the Company has not been able to compile and complete
          all  of  the  information necessary for the Form 10-K by September 30,
          2002, the required filing date for the Company's annual report on Form
          10-K,  without  unreasonable  effort  and  expense.


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                                     Part IV
                                Other Information

     (1)     Name  and  telephone  number of person to contact in regard to this
notification:

     Michael  J.  Sallmann,  Vice  President  -  Finance       262-798-8282

     (2)     Have  all other periodic reports required under Section 13 or 15(d)
of  the  Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act  of  1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify  report(s).

                                                              [X]  Yes   [ ]  No

     (3)     Is  it  anticipated  that  any  significant  change  in  results of
operations  from  the  corresponding  period  for  the  last fiscal year will be
reflected  by  the  earnings  statements to be included in the subject report or
portion  thereof?

                                                              [ ]  Yes   [X]  No

     Criticare  Systems,  Inc.  has caused this notification to be signed on its
behalf  by  the  undersigned  thereunto  duly  authorized.

     Dated  this  1st  day  of  October,  2002.

                                               CRITICARE  SYSTEMS,  INC.

                                               BY  /s/  Michael  J.  Sallmann
                                                  ----------------------------
                                                  Michael  J.  Sallmann,  Vice
                                                  President - Finance

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