SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

__________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March 13,~~October 30, 2006

CRITICARE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)

Delaware		39-1501563
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1-31943		39-1501563
20925 Crossroads Circle Suite 100 Waukesha, Wisconsin		53186
(Commission File Number)		(I.R.S. Employer I.D. Number)
(Address of principal executive offices)		(Zip Code)

20925 Crossroads Circle Suite 100 Waukesha, Wisconsin		53186
(Address of Principal Executive Offices)		(Zip Code)

(262) 798-8282

(Registrant's telephone number including area code)

262-798-8282 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act

(17 ~~CFR 230~~CFR230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Section 17 - ~~Registrant's~~Regulation ~~Business and Operations~~FD

Item 17.01 ~~Entry~~ Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure

On ~~March 13~~October 30, 2006, the ~~Board~~Company ofissued ~~Directors~~a ofpress ~~Criticare~~release ~~Systems,~~announcing ~~Inc.~~that (the "Company~~"),~~'s ~~approved~~stockholders ~~changes~~had torejected the ~~compensation~~consent ~~arrangements~~solicitation ~~for~~of ~~outside~~BlueLine ~~directors~~Partners, LLC. ~~Annual~~The ~~fees~~deadline for ~~outside~~submitting ~~directors were increased from $12,000~~ to ~~$24,000~~ ~~and annual fees for~~ the ~~Chairman~~Company of the ~~Board,~~requisite ~~currently~~consents ~~Dr. Higgins D.~~was ~~Bailey~~October 27, ~~were increased from $15,000 to $30,000~~2006. ~~Fees are~~A ~~paid~~copy ~~quarterly,~~of ~~with~~such ~~the~~press ~~new~~release ~~fees~~is toattached ~~begin with the payment for the quarter~~as ~~ending March~~Exhibit ~~31, 2006~~99.1 Into ~~addition,~~this ~~effective~~report. ~~April~~The attached Exhibit 99.1, ~~2006,~~is ~~directors who~~furnished ~~are~~pursuant ~~officers~~to orItem 7.01 ~~employees~~ of ~~the Company will not receive fees for service on the Board~~Form 8-K.

~~Section~~The 5information -in ~~Corporate~~this ~~Governance~~Form 8-K and ~~Management~~Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year

On March 13, 2006, the Company's Board of Directors amended the Restated By-Laws of the Company to reduce the maximum number of directors authorized from 13 to seven. A copy of the Restated By-Laws of the Company, as amended, are attached to this report as Exhibit 99.1.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(dc) Exhibits

The following exhibit is ~~filed~~furnished herewith:

Exhibit 99.1 ~~Restated~~ By-~~Laws~~ Press Release of ~~the~~Criticare ~~Company~~Systems, Inc., issued October 30, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~the~~Criticare ~~registrant~~Systems, Inc. has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~ hereunto duly authorized.

CRITICARE SYSTEMS, INC.

Date: ~~March~~ 17 October 30, 2006

BY /s/ Joel D. Knudson

Joel D. Knudson, Vice ~~President-Finance~~

President - Finance

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