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                                                                    EXHIBIT 31.1


                                  CERTIFICATION

I, Terry D. Wall, certify that:

       1.    I have reviewed this Amendment No. 1 to the Annual Report on
             Form 10-K/A of Vital Signs, Inc.;

       2.    Based on my knowledge, this annual report does not contain any
             untrue statement of a material fact or omit to state a material
             fact necessary to make the statements made, in light of the
             circumstances under which such statements were made, not misleading
             with respect to the period covered by this annual report;

       3.    Based on my knowledge, the financial statements, and other
             financial information included in this annual report, fairly
             present in all material respects the financial condition, results
             of operations and cash flows of the registrant as of, and for, the
             periods presented in this annual report;

       4.    The registrant's other certifying officers and I are responsible
             for establishing and maintaining disclosure controls and procedures
             (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
             registrant and have:

             a)    designed such disclosure controls and procedures to ensure
                   that material information relating to the registrant,
                   including its consolidated subsidiaries, is made known to us
                   by others within those entities, particularly during the
                   period in which this annual report is being prepared;

             b)    evaluated the effectiveness of the registrant's disclosure
                   controls and procedures as of a date within 90 days prior to
                   the filing date of this annual report (the "Evaluation
                   Date"); and

             c)    presented in this annual report our conclusions about the
                   effectiveness of the disclosure controls and procedures based
                   on our evaluation as of the Evaluation Date;

       5.    The registrant's other certifying officers and I have disclosed,
             based on our most recent evaluation, to the registrant's auditors
             and the audit committee of registrant's board of directors (or
             persons performing the equivalent functions):

             a)    all significant deficiencies in the design or operation of
                   internal controls which could adversely affect the
                   registrant's ability to record, process, summarize and report
                   financial data and have identified for the registrant's
                   auditors any material weaknesses in internal controls; and

             b)    any fraud, whether or not material, that involves management
                   or other employees who have a significant role in the
                   registrant's internal controls; and

       6.    The registrant's other certifying officers and I have indicated in
             this annual report whether there were significant changes in
             internal controls or in other factors that could significantly
             affect internal controls subsequent to the date of our most recent
             evaluation, including any corrective actions with regard to
             significant deficiencies and material weaknesses.

 Date: January 28, 2005

 /s/ TERRY D. WALL
 ---------------------------------------------------------
 Terry D. Wall
 Chief Executive Officer



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