<PAGE>


================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 --------------

                                   FORM 10-K/A

                                (Amendment No. 1)

         [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004.

         [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE TRANSITION PERIOD FROM                TO

                         COMMISSION FILE NUMBER 0-18793

                                 --------------

                                VITAL SIGNS, INC.
             (Exact name of registrant as specified in its charter)

                                 --------------


                New Jersey                                 11-2279807
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                  Identification Number)

            20 Campus Road, Totowa, New Jersey 07512; (973) 790-1330
               (Address and telephone number, including area code,
                   of registrant's principal executive office)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                               Title of each class
                               -------------------
                           Common Stock, no par value

       Indicate by checkmark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No

       Indicate by checkmark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

       Indicate by checkmark whether the registrant is an accelerated filer (as
defined in Rule 13b-2 of the Exchange Act) [X] Yes [ ] No

       Aggregate market value of voting stock held by non-affiliates as of
December 31, 2004 was approximately $222,764,964.

       Number of shares of Common Stock outstanding as of December 31, 2004:
12,630,974.


================================================================================


                                       1






                                VITAL SIGNS, INC.
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>          <C>                                                                             <C>
                                           PART III

Item 10      Directors of the Registrant..............................................         2
Item 11      Executive Compensation ..................................................         3
Item 12      Security Ownership of Certain Beneficial Owners and Management...........         5
Item 13      Certain Relationships and Related Transactions ..........................         6
Item 14      Principal Accounting Fees and Services ..................................         6

                                           PART IV

Item 15      Exhibits, Financial Statement Schedules and Reports on Form 8-K..........        10

</TABLE>






                                       2





<PAGE>


                                EXPLANATORY NOTE

         This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K
(the "Annual Report") of Vital Signs, Inc. (the "Company") filed on December 14,
2004 with the Securities & Exchange Commission (the "SEC") is filed solely for
the purpose of including information that was to be incorporated by reference
from the Registrant's definitive proxy statement pursuant to Regulation 14A of
the Securities Exchange Act of 1934. The Company will not file its proxy
statement for its annual meeting of stockholders within 120 days of its fiscal
year ended September 30, 2004 and is therefore amending and restating in their
entirety Items 10, 11, 12, 13 and 14 of Part III of the Annual Report. In
addition, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934,
the Company is including with this Amendment No. 1 certain currently dated
certifications. Except as described above, no other amendments are being made to
the Annual Report. This Form 10-K/A does not reflect events occurring after the
December 14, 2004 filing of the Company's Annual Report or modify or update the
disclosure contained in the Annual Report in any way other than as required to
reflect the amendments discussed above and reflected below.


                                    PART III

Item 10. Directors of the Registrant

       The following table presents certain information regarding the directors
of the Company:

<TABLE>
<CAPTION>
                                     Director
         Name and Age (A)              Since                  Business Experience (B)
         ----------------              -----                  -----------------------

<S>                                     <C>    <C>
Terry D. Wall, 63..................     1972   President and Chief Executive Officer of the Company.

David J. Bershad, 63...............     1991   Member of the law firm of Milberg Weiss Bershad & Schulman (formerly
                                                  known as Milberg Weiss Bershad  Hynes & Lerach LLP).

Howard W. Donnelly, 43.............     2002   President/Chief  Executive Officer of Alphaport, Inc. (a hemodialysis
                                                  device manufacturer) (October 2002 to present); President of
                                                  Level 1, Inc., a medical device manufacturer and a wholly-owned
                                                  subsidiary of Smith Industries (March, 1999 to April, 2002);
                                                  Vice President of Business Planning and Development, Pfizer
                                                  (a pharmaceutical company) (1997 to 1999).

David H. MacCallum, 66.............     2002   Managing Partner of Outer Islands Capital (April 2002 to present)
                                                  (investment banking firm); Global Head of Health Care Investment
                                                  Banking for Salomon Smith Barney (1999 to November 2001) (investment
                                                  banking firm); Global Head of Health Care Investment Banking,
                                                  Union Bank of Switzerland (1994 to 1999) (investment M banking firm).

Richard L. Robbins, 64.............     2003   Senior Vice President, Financial Reporting of Footstar, Inc. (nationwide
                                                  retailer of footwear) Partner, Robbins Consulting LLP (financial,
                                                  strategic and management consulting firm) (July 2002 to October 2003);
                                                  Partner of Arthur Andersen LLC (1978 to 2002).

George A. Schapiro, 58.............     2003   General Management Consultant (1991 to present); President/Chief Executive
                                                  Officer of Andros Incorporated (an original equipment manufacturer of
                                                  gas analysis subsystems for medical and G industrial instrumentation)
                                                  (1976 to 1991).

Joseph J. Thomas, 68...............     1992   President of Thomas Medical Products, Inc. (a subsidiary of the Company)
                                                  ("TMP") (1990 to present). Mr. Thomas resigned as a Director of the
                                                  Company on October 1, 2004.

Barry Wicker, 64...................     1985   Executive Vice President--Sales of the Company (1985 to present).
</TABLE>
--------------
(A)    Ages are presented as of September 30, 2004.


                                       3





<PAGE>


(B)    In each instance in which dates are not provided in connection with a
       director's business experience, such director has held the position
       indicated for at least the past five years. Messrs. Wall and Bershad
       have invested together (and previously served together as Board
       members) in Bionx Implants, Inc. and have invested together in
       OmniSonics Medical Technologies, Inc. (formerly Sonokinetics, Inc.).
       Mr. Wall and Mr. Donnelly are also Board members of OmniSonics Medical
       Technologies, Inc. Messrs. Wall, MacCallum, Bershad and Thomas are
       investors and serve on the Board of X-Site Medical, LLC. (See "Certain
       Relationships and Related Transaction"). Omnisonics Medical
       Technologies, Inc. and X-Site Medical, LLC are private companies.
       X-Site Medical, LLC was sold to Datascope on May 24, 2004.

Arrangements with Directors

         Joseph Thomas became a director of the Company upon the Company's
acquisition of TMP on September 30, 1992. Mr. Thomas continued to be employed by
the Company as the President of TMP until his resignation on October 1, 2004.
For further information concerning Mr. Thomas' employment agreement and for
information concerning loans made by the Company to Mr. Thomas and his wife, see
footnote (D) to the Summary Compensation Table contained in this report.

         The Company's 2002 Stock Incentive Plan provides that each non-employee
director will automatically receive options covering 4,000 shares of Common
Stock (with an exercise price equal to fair market value on the date of grant)
on an annual basis and is entitled to receive additional options at the
discretion of the committee administering the 2002 Stock Incentive Plan. One
half of the automatic option grants made to non-employee directors under the
2002 Stock Incentive Plan vest immediately at the time of grant. Half of the
balance may be exercised commencing one year after the date of grant and the
remainder may be exercised commencing two years after the date of grant. During
fiscal 2004, Mr. MacCallum was granted options to purchase 11,000 shares at
$32.63 per share, Mr. Robbins was granted options to purchase 8,000 shares at
$32.63, Mr. Schapiro was granted options to purchase 7,500 shares at $32.63, Mr.
Donnelly was granted options to purchase 14,000 shares at $32.63 and Mr. Bershad
was granted options to purchase 5,000 shares at $32.63. Directors of the Company
presently do not receive any cash fees for serving in such capacity.

Section 16(a) Beneficial Ownership Reporting Compliance

       Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and 10% shareholders to file with the
Securities and Exchange Commission certain reports regarding such persons'
ownership of the Company's securities. The Company is required to disclose any
failures to file such reports on a timely basis. The Company is not aware of
any such untimely filings during the fiscal year ended September 30, 2004,
except that Richard L. Robbins and Howard W. Donnelly (each of whom is a
director of the Company) filed their initial reports of beneficial
ownership late, Mr. Donnelly reported late an option grant that occurred
on May 29, 2003, David MacCallum (a director of the Company) reported
late an option grant that occurred on May 29, 2003, David J. Bershad (a
director of the Company) reported late option grants that occurred on May 6,
1999, December 27, 2002 and August 29, 2003, and C. Barry Wicker (a director and
officer of the Company) reported late option grants that occurred on February 2,
2000 and August 31, 2001 and filed late amendments to correct erroneous
reporting of a sale on November 17, 2003 and a miscalculation of direct
ownership of shares on February 27, 2004. All of these late filings were
inadvertent, and the filings were made promptly after the failures to file were
noted.

Audit Committee Composition and Financial Expert

       The Company has a separately designated standing Audit Committee, which
presently consists of Messrs. Robbins, Donnelly, and Schapiro. The Company's
Board of Directors has determined that Richard L. Robbins, the Chairman of the
Company's Audit Committee is an "audit committee financial expert" (as defined
by Item 401(h) of the SEC's Regulation S-K and that Mr. Robbins is an
"independent" (as that term is defined in Item 7(d) (3)(iv) of the SEC's
Schedule 14A) director.

Code of Ethics

       The Company has adopted a code of ethics which applies to the company's
principal executive officer, principal financial officer, principal accounting
officer or controller and persons performing similar functions. A copy of this
code of ethics is incorporated by reference as Exhibit 14.1 to this Annual
Report on Form 10-K. The Company has also adopted a code of ethics which applies
to general employees. Copies of both codes of ethics have been posted on the
Company's Website, which may be accessed on the Internet at www.vital-signs.com.
Once at this Website, you may review each code of ethics by clicking on "Code of
Ethics" found on the home page.


                                       4





<PAGE>


Item 11. Executive Compensation

       The following table sets forth, for the fiscal years ended September 30,
2004, 2003 and 2002, the annual and long-term compensation of the Company's
Chief Executive Officer and the other individuals who served as executive
officers of the Company at the end of fiscal 2004 and received greater than
$100,000 in salary and bonus during fiscal 2004 (the "Named Officers"):


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                    Long-Term
                                                 Annual Compensation               Compensation
                                      -------------------------------------------     Common
                                                                        Other         Shares
                                                                        Annual        Subject
                                                                     Compensation   to Options     All Other
    Name and Principal Position         Year    Salary     Bonus(A)      (B)         Granted(#)  Compensation(C)
    ---------------------------         ----    ------     --------  ------------   -----------  ---------------
<S>                                     <C>   <C>         <C>          <C>            <C>            <C>
Terry D. Wall.......................    2004  $ 233,077   $  11,138    $  6,450          --          $4,721
     President and Chief Executive      2003    225,000      10,735       6,000          --          $4,279
     Officer                            2002    225,000      46,735       6,000          --           3,443
Barry Wicker........................    2004    151,976       5,241       6,450          --           3,626
     Executive Vice President,          2003    151,250       7,331       6,000          --           4,398
     Sales                              2002    151,250      31,530       6,000          --           2,882
Joseph J. Thomas (D)................    2004    168,730     226,830      16,916          --           4,625
     President, Thomas Medical          2003    168,451     484,355      17,592          --           3,417
     Products                           2002    162,240     257,690      17,541          --           2,575
Richard Gordon......................    2004    150,149       6,967       6,450          --           1,262
     Executive Vice President,          2003    144,000       6,996       6,000       25,000            299
     Global Planning                    2002    144,000      30,482       6,000          --           1,512
Alex Chanin.........................    2004    152,885        --         9,000       10,000          3,696
     Chief Information Officer          2003    130,000      65,000       6,000          --           1,606
                                        2002     62,500        --           --           --             --
</TABLE>

 (A)   Reflects bonuses in the fiscal year earned, which may not correspond with
       the fiscal year paid. Bonuses earned in fiscal 2004 were awarded under
       the Company's Well-Pay Policy and in conjunction with the Company's
       performance incentive program. The Well-Pay Policy covers all Company
       personnel working in the Company's headquarters in Totowa, New Jersey and
       in certain of the Company's subsidiaries. Under the Policy, an additional
       day's pay is earned by any employee having perfect attendance for the
       preceding month. In addition, payments of $200 to $400 are earned by
       employees having perfect attendance for one or more consecutive years.

(B)    Comprised entirely of monthly car allowances.

(C)    "Compensation" reported under this column for the year ended September
       30, 2004 includes: (i) contributions of $3,100, $2,353, $3,727, $0 and
       $2,432, respectively, for Messrs. Wall, Wicker, Thomas, Gordon and
       Chanin, respectively, to the Company's 401(k) Plan on behalf of the Named
       Officers to match pre-tax elective deferral contributions (included under
       "Salary") made by each Named Officer to that Plan and (ii) premiums of
       $1,621, $1,273, $898, $1,262 and $1,262 respectively, with respect to
       life insurance purchased by the Company for the benefit of Messrs. Wall,
       Wicker, Thomas, Gordon and Chanin, respectively.

(D)    Effective October 1, 2001, Mr. Thomas and TMP entered into a three year
       employment agreement, pursuant to which Mr. Thomas was paid a base salary
       of $168,451 in fiscal 2004, increased annually by the same percentage
       increase as salaries generally increased for the Company. For purposes of
       calculating the increase for fiscal 2004, that figure was 4%. Mr. Thomas
       is guaranteed an annual bonus of $212,450 during the term.


                                       5




<PAGE>


       He is also entitled to receive an additional bonus based on TMP's
       performance. Mr. Thomas' wife is also an employee of TMP and TMP has
       entered into a similar agreement with her. However, her base salary for
       fiscal 2004 is $80,663 and her guaranteed annual bonus is $77,757. On
       November 30, 2001, pursuant to unsecured promissory notes bearing
       interest at 5.5% per annum, the Company loaned Mr. Thomas the sum of
       $637,350 and loaned his wife $233,370. The notes were paid on or before
       December 7, 2004. Mr. Thomas resigned from his positions on
       October 1, 2004.

Stock Options

       The following table contains information regarding the grant of stock
options to the Named Officers during the year ended September 30, 2004. In
addition, in accordance with rules adopted by the Securities and Exchange
Commission (the "SEC"), the following table sets forth the hypothetical gains or
"options spreads" that would exist for the respective options assuming rates of
annual compound price appreciation in the Company's Common Stock of 5% and 10%
from the date the options were granted to their final expiration date.

<TABLE>
<CAPTION>
                                                    Options/SAR Grants in Last Fiscal Year
                                --------------------------------------------------------------------------------
                                                                                         Potential Realizable
                                                                                                Value at
                                                                                        Assumed Annual Rates of
                                                                                         Stock Appreciation for
                                                 Individual Grants                             Option Term
                                -----------------------------------------------------   ------------------------
                                 Number of      % of Total
                                 Securities    Options/SARs
                                 Underlying     Granted to     Exercise
                                Options/SARs   Employees in       or       Expiration
             Name                Granted(#)    Fiscal Year    Base Price      Date         5%($)        10%($)
             ----                ----------    -----------    ----------      ----         -----        ------
<S>                               <C>              <C>          <C>          <C>          <C>           <C>
Terry D. Wall.................    $   --            --          $  --          --            --           --
C. Barry Wicker...............        --            --             --          --            --           --
Joseph  J. Thomas.............        --            --             --          --            --           --
Richard Gordon................        --            --             --          --            --           --
Alex Chanin...................      10,000         9.81%         28.52       7/13/14      179,361       454,535

</TABLE>




                 Aggregate Option Exercises in Last Fiscal Year
                           and Fiscal Year End Values

<TABLE>
<CAPTION>

                                                               Number of Shares Underlying         Value of Unexercised In The
                                                              Unexercised Options at Year End       Money Options at Year End
                                  Shares
                                Acquired on      Value
                                  Exercise      Realized       Exercisable     Unexercisable     Exercisable      Unexercisable
                                  --------      --------       -----------     -------------     -----------      -------------
<S>                               <C>           <C>              <C>              <C>              <C>              <C>
 Terry D. Wall..............        --             --            103,952             --            $984,002         $  --
 C. Barry Wicker............        --             --             55,884             --             536,250            --
 Joseph J. Thomas...........        --             --              --                --                --              --
 Richard Gordon.............      6,250          37,938            --              18,750              --            83,812
 Alex Chanin................        --             --              --              13,324              --            40,882

</TABLE>




                                       6





<PAGE>



Item 12. Security Ownership of Certain Beneficial Owners and Management

       The following table sets forth information regarding the beneficial
ownership of the Common Stock as of September 30, 2004 by (i) each person who is
known by the Company to own beneficially more than five percent of the Common
Stock; (ii) trusts maintained for the benefit of the children of Terry D. Wall,
the Company's principal shareholder and chief executive officer; (iii) each
Named Officer (as defined herein) and director of the Company; and (iv) all
directors, and executive officers of the Company as a group. Unless otherwise
indicated, each of the named shareholders possesses sole voting and investment
power with respect to the shares beneficially owned. Shares covered by stock
options are included in the table below only to the extent that such options
were exercisable by November 29, 2004.

<TABLE>
<CAPTION>
                                                                                                   Percent
                                      Shareholder                                      Number        (12)
                                      -----------                                      ------      -------
<S>                                                                                     <C>          <C>
Terry D. Wall (1)(2)                                                                    4,285,926    33.4%
Trusts for the benefit of the minor children of Terry D. Wall (1)(3)                    2,420,327    19.0%
C. Barry Wicker (4)                                                                       326,265     2.6%
David J. Bershad (5)                                                                      118,425       *
Howard W. Donnelly (6)                                                                     12,625       *
David H. MacCallum (7)                                                                      9,250       *
Richard L. Robbins (8)                                                                     10,000       *
George A. Schapiro (9)                                                                      9,375       *
Alex Chanin (10)                                                                            4,986       *
Joseph J. Thomas                                                                               --       *
Richard Gordon                                                                                 --       *
All directors and current executive officers as a group (nine persons) (11)             7,197,179    55.3%
</TABLE>

--------------
*      Represents less than one percent.

(1)    The business address of Mr. Wall and the above-mentioned trusts is c/o
       Vital Signs, Inc., 20 Campus Road, Totowa, New Jersey 07512.

(2)    Includes 3,440,894 shares owned by Mr. Wall directly, 706,748 shares
       owned by Carol Vance Wall, Mr. Wall's wife, 34,332 shares held in the
       Company's 401(k) plan on Mr. Wall's behalf and 103,952 shares covered by
       options exercisable by Mr. Wall. Excludes shares held in trust for the
       benefit of the Walls' minor children (which shares may not be voted or
       disposed of by Mr. Wall or Carol Vance Wall) and shares held by a
       charitable foundation established by Mr. Wall and Carol Vance Wall. Mr.
       Wall and Carol Vance Wall have pledged 4,041,272 shares as collateral to
       a brokerage firm as security for a loan made to them. Based on the
       closing sale price of the Common Stock on September 30, 2003, the value
       of the shares held as collateral on this loan represented more than 700%
       of the outstanding balance on this loan as of September 30, 2003. Upon
       any default under this loan, the shares collateralizing such loan may be
       sold in the market. The number of shares so sold in the market may
       negatively impact the market price of the Common Stock. Depending upon
       the number of shares sold and the number of shares that could similarly
       be sold in connection with the loans described in the next footnote, such
       sales could result in a change in control of the Company.

(3)    The Trusts established for the benefit of the minor children of Terry D.
       Wall have pledged their shares as collateral to a financial institution
       to secure loans made to them. The Company has agreed to register such
       shares for resale, at the trusts' expense, in the event that such
       financial institution acquires such shares upon a default and thereafter
       desires to sell such shares. Based on the closing sale price of our
       common stock on September 30, 2004, the value of the shares held as
       collateral on these loans represented more than 400% of the outstanding
       balance on these loans as of September 30, 2004. Upon any default under
       these loans, the shares collateralizing such loans may be sold in the
       market. The number of shares so sold in the market may negatively impact
       the market price of the Common Stock. Depending upon the number of shares
       sold and the number of shares that could similarly be sold in connection
       with the loan described in the immediately preceding footnote, such sales
       could result in a change in control of the Company. As trustee of the
       trusts maintained for the benefit of the minor children of Terry D. Wall,
       Anthony J. Dimun has the power to vote and dispose of each of the shares
       held in such trusts and, therefore, for purposes of Reg. Section
       240.13d-3 of the Exchange Act, Mr. Dimun may be deemed to beneficially
       own each of the shares held in such trusts.

 (4)   Includes 256,927 shares owned by Mr. Wicker directly, 13,454 shares held
       in the Company's 401(k) plan on Mr. Wicker's behalf, and 55,884 shares
       covered by options exercisable by Mr. Wicker. Excludes shares held



                                       7





<PAGE>


       in insurance trusts maintained for the benefit of Mr. Wicker's children,
       which shares may not be voted or disposed of by Mr. Wicker or his wife.

(5)    Includes 30,967 shares owned by Mr. Bershad directly, 2,000 shares owned
       by Mr. Bershad's wife as to which Mr. Bershad disclaims beneficial
       ownership, and 85,458 shares covered by options exercisable by Mr.
       Bershad.

(6)    These 12,625 shares are covered by options exercisable by Mr. Donnelly.

(7)    These 9,250 shares are covered by options exercisable by Mr. MacCallum.

(8)    These 10,000 shares are covered by options exercisable by  Mr. Robbins.

(9)    These 9,375 shares are covered by options exercisable by Mr. Schapiro.

(10)   Includes 1,662 shares owned by Mr. Chanin directly and 3,324 shares
       covered by options exercisable by Mr. Chanin.

(11)   Includes 289,868 shares covered by options exercisable by the Company's
       executive officers and directors, and 47,786 shares held in the
       Company's 401(k) plan.

(12)   Percent of class is based on 12,715,243 shares of Common Stock
       outstanding on September 30, 2004.


Item 13. Certain Relationships and Related Transactions

Thomas Medical Products, Inc. ("TMP"), a subsidiary of the Company, provides
product development and manufacturing services to X-Site Medical, LLC
("X-Site"), a company engaged in the development of specialized cardiovascular
products. Thomas Medical Products sales to X-Site were approximately $67,000,
$363,000 and $375,000 during the fiscal years ended September 30, 2004, 2003 and
2002, respectively, for these services. Amounts due from X-Site are included in
accounts receivable on the Company's consolidated balance sheet and amounted to
approximately $0 and $199,000 at September 30, 2004 and 2003, respectively. The
Company believes that the rates charged to X-Site for such services are no less
favorable to the Company than those charged to similarly situated unrelated
parties. During the year ended September 30, 2004, Mr. Wall and his family
limited partnership owned 37.6% of X-Site. Mr. Bershad, through an investment,
limited partnership Mr. Thomas and Mr. MacCallum owned 4.3%, 2.1% and less than
1% of X-Site, respectively. On May 24, 2004 X-Site was sold to Datascope.

Item 14. Principal Accounting Fees and Services

       In accordance with the requirements of the Sarbanes-Oxley Act of 2002
(the "Act") and the Audit Committee's charter, all audit and audit-related work
and all non-audit work performed by the independent accountants, Goldstein
Golub Kessler LLP, ("GGK") and American Express Tax and Business Services, Inc.,
("TBS"), is approved in advance by the Audit Committee, including the proposed
fees for such work. The Audit Committee is informed of each service actually
rendered that was approved through its pre-approval process.

       GGK, certified public accountants, has a continuing relationship with
TBS, from which it leases auditing staff who are full time, permanent employees
of TBS and through which its partners provide non-audit services. As a result of
this arrangement, GGK has no full time employees and therefore, none of the
audit services performed were provided by permanent full-time employees of GGK.
GGK manages and supervises the audit and audit staff, and is exclusively
responsible for the opinion rendered in connection with its examination.

       Audit Fees. Audit fees billed or expected to be billed to Vital Signs,
Inc. by GGK for the audit of the financial statements included in Vital Sign's
Annual Report on Form 10-K, and reviews of the financial statements included in
Vital Sign's Quarterly Reports on Form 10-Q, for the fiscal years ended
September 30, 2004 and 2003 totaled approximately $278,000 and $264,000,
respectively.

       Audit-Related Fees. The Company was billed $102,000 and $189,000 by GGK
for the fiscal years ended September 30, 2004 and 2003, respectively, for
assurance and related services that are reasonably related to the performance
of the audit or review of the Company's financial statements and are not
reported under the caption Audit Fees above.

       Tax Fees. The Company was billed an aggregate of $56,000 and $62,000 by
TBS for the fiscal years ended September 30, 2004 and 2003, respectively, for
Tax services, principally advice regarding the preparation of income


                                       8





<PAGE>

tax returns, tax advice and planning services related to income tax returns and
in addition in fiscal 2003 for the routine examination by the Internal Revenue
Service of our 1997, 1998 and 1999 Federal tax returns.

        All Other Fees. The Company was billed an aggregate of $0 and $0 by GGK
and TBS for the fiscal years ended September 30, 2004 and 2003, respectively.

       Other Matters. The Audit Committee of the Board of Directors has
considered whether the provision of the Financial Information Systems Design and
Implementation Fees, Tax fees and all other fees are compatible with maintaining
the independence of the Company's principal accountant.

       Applicable law and regulations provide an exemption that permits certain
services to be provided by our outside auditors even if they are not
pre-approved. We did not rely on this exemption at any time since the
Sarbanes-Oxley Act was enacted.



                                       9





<PAGE>




                                     PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
 (a)(3)  Exhibits.

<TABLE>
<CAPTION>

    Exhibit                                   Description
    -------                                   -----------

<S>                 <C>
      31.1     --   Certification  of the Chief Executive  Officer under Section
                    302 of the  Sarbanes-Oxley  Act of 2002.

      31.2     --   Certification of the Chief Financial Officer under Section
                    302 of the Sarbanes-Oxley Act of 2002.

</TABLE>






















                                       10





<PAGE>


                                   SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, this 28th day of
January 2005.

                                    VITAL SIGNS, INC.

                               By:            /s/ RICHARD FEIGEL
                                    --------------------------------------------
                                                  Richard Feigel
                                             Interim Chief Financial Officer

       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

                Signature                                        Title                                Date
                ---------                                        -----                                ----


<S>                                          <C>                                                <C>
           /s/ TERENCE D. WALL*              President, Chief Executive Officer and             January 28, 2005
-------------------------------------------    Director
            (Terence D. Wall)

          /s/ DAVID J. BERSHAD*                Director                                         January 28, 2005
-------------------------------------------
            (David J. Bershad)

           /s/ HOWARD DONNELLY*                Director                                         January 28, 2005
-------------------------------------------
            (Howard Donnelly)

           /s/ DAVID MACCALLUM*                Director                                         January 28, 2005
-------------------------------------------
            (David MacCallum)

         /s/ RICHARD L. ROBBINS*               Director                                         January 28, 2005
-------------------------------------------
           (Richard L. Robbins)

         /s/ GEORGE A. SCHAPIRO*               Director                                         January 28, 2005
-------------------------------------------
           (George A. Schapiro)

          /s/ JOSEPH J. THOMAS*                Director                                         January 28, 2005
-------------------------------------------
            (Joseph J. Thomas)

            /s/ BARRY WICKER*                  Executive Vice President,                        January 28, 2005
-------------------------------------------      International Sales and Director
              (Barry Wicker)

           /s/ RICHARD FEIGEL*                 Interim Chief Financial and Accounting           January 28, 2005
-------------------------------------------      Officer
             (Richard Feigel)


*By:       /s/ RICHARD FEIGEL
       ------------------------------------
             Richard Feigel
            Attorney-in-Fact

</TABLE>






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