SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* OXFORD BIOSCIENCE PARTNERS III LP (Last) (First) (Middle) 222 BERKELEY ST. (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CRITICARE SYSTEMS INC /DE/ [ CMD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/29/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/29/2005		S		9,612	D	$4.8	1,402,802	D(1)
Common Stock	11/29/2005		S		1,368	D	$4.8	199,935	I(2)	Oxford Bioscience Partners (Bermuda) III L.P.
Common Stock	11/29/2005		S		900	D	$4.8	131,300	I(3)	Oxford Bioscience Partners (Adjunct) III L.P.
Common Stock	11/29/2005		S		120	D	$4.8	16,636	I(4)	mRNA Fund L.P.
Common Stock	11/30/2005		S		480	D	$4.8	1,402,322	D(1)
Common Stock	11/30/2005		S		68	D	$4.8	199,867	I(2)	Oxford Bioscience Partners (Bermuda) III L.P.
Comon Stock	11/30/2005		S		44	D	$4.8	131,256	I(3)	Oxford Bioscience Partners (Adjunct) III L.P.
Common Stock	11/30/2005		S		8	D	$4.8	16,628	I(4)	mRNA Fund L.P.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* OXFORD BIOSCIENCE PARTNERS III LP (Last) (First) (Middle) 222 BERKELEY ST. (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Oxford Bioscience Partners (Bermuda) III Limtied Partnership (Last) (First) (Middle) 222 BERKELEY ST. (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Oxford Bioscience Partners (Adjunct) III L.P. (Last) (First) (Middle) 222 BERKELEY ST. (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* mRNA Fund L.P. (Last) (First) (Middle) 222 BERKELEY ST. (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OBP Management III L.P. (Last) (First) (Middle) 222 BERKELEY ST. (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OBP Management (Bermuda) III Limited Partnership (Last) (First) (Middle) 222 BERKELEY ST. (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* mRNA Partners L.P. (Last) (First) (Middle) 222 BERKELEY ST. (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BARNES JEFFREY T (Last) (First) (Middle) 222 BERKELEY ST. (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FLEMING JONATHAN (Last) (First) (Middle) 222 BERKELEY ST. (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WALTON ALAN G (Last) (First) (Middle) 315 POST ROAD WEST (Street) WESTPORT CT 06880 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Securities held of record by Oxford Bioscience Partners III L.P. ("OBP"). By virtue of their relationship as affiliated limited partnerships whose general partners share general partners, Oxford Bioscience Partners (Adjunct) III L.P. ("OBP Adjunct"), Oxford Bioscience Partners (Bermuda) III Limited Partnership ("OBP Bermuda") and mRNA Fund L.P. ("mRNA") may be deemed to beneficially own the shares held of record by OBP. OBP Management III L.P. (the general partner of OBP and OBP Adjunct), OBP Management (Bermuda) III Limited Partnership (the general partner of OBP Bermuda) and mRNA Partners L.P. (the general partner of mRNA) may be deemed to beneficially own the shares held of record by OBP. Messrs. Barnes, Fleming, and Walton (the general partners of OBP Management III L.P.) may be deemed to beneficially own the shares held of record by OBP. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

2. Securities held of record by OBP Bermuda. By virtue of their relationship as affiliated limited partnerships whose general partners share general partners, OBP, OBP Adjunct and mRNA may be deemed to benefically own the shares held of record by OBP Bermuda. OBP Management III L.P. (the general partner of of OBP and OBP Adjunct), OBP Management (Bermuda) III Limited Partnership (the general partner of OBP Bermuda) and mRNA Partners L.P. (the general partner of mRNA) may be deemed to benefically own the shares held of record by OBP Bermuda. Messrs. Barnes, Fleming, and Walton (the general partners of OBP Management (Bermuda) III Limited Partnership) may be deemed to beneficially own the shares held of record by OBP Bermuda. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

3. Securities held of record by OBP Adjunct. By virtue of their relationship as affiliated limited partnerships whose general partners share general partners, OBP, OBP Bermuda and mRNA may be deemed to benefically own the shares held of record by OBP Adjunct. OBP Management III L.P. (the general partner of of OBP and OBP Adjunct), OBP Management (Bermuda) III Limited Partnership (the general partner of OBP Bermuda) and mRNA Partners L.P. (the general partner of mRNA) may be deemed to benefically own the shares held of record by OBP Adjunct. Messrs. Barnes, Fleming, and Walton (the general partners of OBP Management III L.P.) may be deemed to beneficially own the shares held of record by OBP Adjunct. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

4. Securities held of record by mRNA. By virtue of their relationship as affiliated limited partnerships whose general partners share general partners, OBP, OBP Bermuda and OBP Adjunct may be deemed to benefically own the shares held of record by mRNA. OBP Management III L.P. (the general partner of of OBP and OBP Adjunct), OBP Management (Bermuda) III Limited Partnership (the general partner of OBP Bermuda) and mRNA Partners L.P. (the general partner of mRNA) may be deemed to benefically own the shares held of record by mRNA. Messrs. Barnes, Fleming, and Walton (the general partners of mRNA Partners L.P.) may be deemed to beneficially own the shares held of record by mRNA. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:

	/s/ Jeffrey T. Barnes, as general partner of the general partner of Oxford Bioscience Partners III L.P.	12/02/2005
	/s/ Jeffrey T. Barnes, as general partner of the general partner of Oxford Bioscience Partners (Bermuda) III Limited Partnership	12/02/2005
	/s/ Jeffrey T. Barnes, as general partner of the general partner of Oxford Bioscience Partners (Adjunct) III L.P.	12/02/2005
	/s/ Jeffrey T. Barnes, as general partner of the general partner of mRNA Fund L.P.	12/02/2005
	/s/ Jeffrey T. Barnes, as general partner of OBP Management III L.P.	12/02/2005
	/s/ Jeffrey T. Barnes, as general partner of OBP Management (Bermuda) III Limited Partnership	12/02/2005
	/s/ Jeffrey T. Barnes, as general partner of mRNA Partners L.P.	12/02/2005
	/s/ Jeffrey T. Barnes	12/02/2005
	/s/ Raymond Charest, as attorney-in-fact for Jonathan J. Fleming	12/02/2005
	/s/ Raymond Charest, as attorney-in-fact for Alan G. Walton	12/02/2005
	** Signature of Reporting Person	Date
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