FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * OXFORD BIOSCIENCE PARTNERS III LP   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) (Last) (First) (Middle) 222 BERKELEY ST. 3. Date of Earliest Transaction (Month/Day/Year) 12/12/2005 (Street) BOSTON, MA 02116 4. If Amendment, Date 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 (City) (State) (Zip) 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 12/12/2005   S   1,401,521 D $ 4.54 0 D (1)   Common Stock 12/12/2005   S   199,753 D $ 4.54 0 I (2) Oxford Bioscience Partners (Bermuda) III L.P. Common Stock 12/12/2005   S   131,181 D $ 4.54 0 I (3) Oxford Bioscience Partners (Adjunct) III L.P. Common Stock 12/12/2005   S   16,618 D $ 4.54 0 I (4) mRNA Fund L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
OXFORD BIOSCIENCE PARTNERS III LP 222 BERKELEY ST. BOSTON, MA 02116		X
Oxford Bioscience Partners (Bermuda) III Limtied Partnership 222 BERKELEY ST. BOSTON, MA 02116		X
Oxford Bioscience Partners (Adjunct) III L.P. 222 BERKELEY ST. BOSTON, MA 02116		X
mRNA Fund L.P. 222 BERKELEY ST. BOSTON, MA 02116		X
OBP Management III L.P. 222 BERKELEY ST. BOSTON, MA 02116		X
OBP Management (Bermuda) III Limited Partnership 222 BERKELEY ST. BOSTON, MA 02116		X
mRNA Partners L.P. 222 BERKELEY ST. BOSTON, MA 02116		X
FLEMING JONATHAN 222 BERKELEY ST. BOSTON, MA 02116		X
WALTON ALAN G 315 POST ROAD WEST WESTPORT, CT 06880		X

Signatures

/s/ Jeffrey T. Barnes, as general partner of the general partner of Oxford Bioscience Partners III L.P.		12/14/2005
**Signature of Reporting Person		Date
/s/ Jeffrey T. Barnes, as general partner of the general partner of Oxford Bioscience Partners (Bermuda) III Limited Partnership		12/14/2005
**Signature of Reporting Person		Date
/s/ Jeffrey T. Barnes, as general partner of the general partner of Oxford Bioscience Partners (Adjunct) III L.P.		12/14/2005
**Signature of Reporting Person		Date
/s/ Jeffrey T. Barnes, as general partner of the general partner of mRNA Fund L.P.		12/14/2005
**Signature of Reporting Person		Date
/s/ Jeffrey T. Barnes, as general partner of OBP Management III L.P.		12/14/2005
**Signature of Reporting Person		Date
/s/ Jeffrey T. Barnes, as general partner of OBP Management (Bermuda) III Limited Partnership		12/14/2005
**Signature of Reporting Person		Date
/s/ Jeffrey T. Barnes, as general partner of mRNA Partners L.P.		12/14/2005
**Signature of Reporting Person		Date
/s/ Jonathan J. Fleming		12/14/2005
**Signature of Reporting Person		Date
/s/ Raymond Charest, as attorney-in-fact for Alan G. Walton		12/14/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	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. Fleming and Walton (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. Fleming and Walton (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. (general partner of mRNA) may be deemed to benefically own the shares held of record by OBP Adjunct. Messrs. Fleming and Walton (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. 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.

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