Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Knudson Joel D
 2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2004		 3. Issuer Name and Ticker or Trading Symbol
CRITICARE SYSTEMS INC /DE/ [CMD]
(Last)
(First)
(Middle)
C/O CRITICARE SYSTEMS, INC., 20925 CROSSROADS CIRCLE, SUITE 100		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP-Finance and Secretary
 5. If Amendment, Date Original Filed(Month/Day/Year)
09/22/2004
(Street)

WAUKESHA, WI 53186		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
No Securities Beneficially Owned 0
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Option   (1) 02/02/2014 Common Stock 2,000 $ 4.37 D  
Common Stock Option   (2) 06/07/2014 Common Stock 3,000 $ 3.05 D  
Common Stock Option   (3) 08/20/2014 Common Stock 50,000 $ 2.61 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Knudson Joel D
C/O CRITICARE SYSTEMS, INC.
20925 CROSSROADS CIRCLE, SUITE 100
WAUKESHA, WI 53186		       VP-Finance and Secretary  

Signatures

Joel D. Knudson 10/11/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The common stock option vests over a four year period: 500 shares become exercisable on each of February 2, 2005, February 2, 2006, February 2, 2007 and February 2, 2008.
(2) The common stock option vests over a four year period: 750 shares become exercisable on each of June 7, 2005, June 7, 2006, June 7, 2007 and June 7, 2008.
(3) The common stock option vests over a four year period: 12,500 shares become exercisable on each of August 20, 2005, August 20, 2006, August 20, 2007 and August 20, 2008.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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