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                                                                    EXHIBIT 14.1

                       VITAL SIGNS, INC. (THE 'COMPANY')
              DIRECTOR, OFFICER AND SENIOR EMPLOYEE CODE OF ETHICS

I. PURPOSE

    This Code of Ethics has been prepared to help you understand and abide by
our policies and procedures. We expect that you will comply with this Code of
Ethics; be generally aware of laws and regulations that apply to your job or
area of responsibility; and recognize sensitive issues that require more
detailed analysis by senior executives and/or counsel.

    Overall, the purpose of our Code of Ethics is to deter wrongdoing and
promote:

    1. honest and ethical conduct, including the ethical handling of actual or
       apparent conflicts of interest between personal and professional
       relationships;

    2. full, fair, accurate, timely and understandable disclosure in reports and
       documents that we file with, or submit to, the SEC and in other public
       communications made by us;

    3. compliance with applicable governmental laws, rules and regulations;

    4. prompt internal reporting of code violations to an appropriate person or
       persons identified in this Code of Ethics; and

    5. accountability for adherence to the Code of Ethics.

II. POLICY

    The Company is committed to the highest ethical standards and to compliance
with all applicable laws and regulations. In this Code of Ethics, we describe
the responsibilities of the Company and its employees with respect to those
standards, laws, and regulations. This Code of Ethics applies to all Directors,
Officers and other employees of the Company, including employees of
subsidiaries, branches, and divisions, having a title of president, vice
president, general manager, controller, assistant controller or those holding
similar positions but who may have different titles. All other employees will be
subject to a somewhat more limited code of ethics.

    We realize that no policy statement can address with precision every
situation you may encounter and that you may have questions regarding the
application of this Code of Ethics to a particular situation. If you have any
questions concerning your activities on behalf of the Company in implementing or
abiding by this Code of Ethics, it is important that you seek guidance from the
Vice President -- Human Resources or the General Counsel.

A. ADMINISTRATION

    It is expected that you will follow this Code of Ethics and will make sound
judgments as to ethical business conduct. Where there is any doubt as to the
proper course of action, you should discuss the matter with your supervisor, the
Vice President -- Human Resources, the General Counsel, or report the matter to
the Hot Line.

B. CONFIDENTIAL INFORMATION AND YOUR JOB

    1. During your employment with the Company, you may have access to
       confidential information concerning the Company or a third party. It is
       your responsibility to safeguard confidential information and not
       disclose this information to anyone, inside or outside of the Company,
       who has not been authorized to receive it. Confidential information means
       any information which is not publicly disclosed and which could be useful
       or helpful to the Company or competitors of the Company or investors.
       Common examples include information relating to: proposed acquisitions,
       important financial data, audits and other evaluative reports, major new
       contracts, research projects, the status of a product in the government
       approval process, manufacturing

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       methods, pricing information, or information from a third party which is
       the subject of a confidentiality agreement.

    2. Confidential information is to be used solely for Company purposes and
       not for the benefit of you, your family, friends, or other parties.
       Should you terminate your employment with the Company, regardless of the
       reason for termination, your legal obligations with respect to
       confidential information remain the same as above.

C. IMPLEMENTATION OF THIS CODE OF ETHICS

    This Code of Ethics is distributed to all applicable employees and to all
applicable new hires at the time of their employment. All officers of the
Company must sign an acknowledge that they have read, understood, and agree to
comply with this Code of Ethics. Those officers must sign an acknowledgment at
the time of hiring and whenever this Code of Ethics is reissued. If not
previously signed, an acknowledgment must be signed at the time an applicable
employee becomes an officer.

    Violation of this Code of Ethics may result in disciplinary action against
the offending employee, including possible dismissal.

D. DUTY TO REPORT VIOLATIONS

    You are responsible for reporting in good faith to the Company any
circumstances that you believe may constitute a violation of this Code of Ethics
as well as any other Company policies. You should direct suspected policy
violations to your immediate supervisor, to the Vice President -- Human
Resources, or, alternatively, to the Hot Line. The Company will investigate
matters so reported and will consider taking corrective actions. There will be
no retribution against you for good faith reporting of suspected policy
violations; however, you will not be protected from possible disciplinary action
if you report in bad faith or have otherwise engaged in misconduct.

    The Board of Directors or a committee of the Board will investigate all
asserted violations of this Code of Ethics relating to conduct by a director,
officer or member of the Company's financial staff. Waivers of this Code of
Ethics with respect to conduct by a director, officer or member of the Company's
financial staff also must be approved by the Board of Directors and must be
promptly disclosed by the Company.

    The Chief Executive Officer or the Chief Executive Officer's designee will
investigate all asserted violations of this Code of Ethics relating to conduct
by any applicable employee who is not a director, officer or member of the
Company's financial staff. Waivers of this Code of Ethics with respect to
conduct by any applicable employee who is not a director, officer or member of
the Company's financial staff also must be approved by the Chief Executive
Officer or the Chief Executive Officer's designee.

E. HOT LINE

    If you are uncomfortable discussing wrongdoing with your supervisors, the
Chief Executive Officer, Vice President -- Human Resources, or the General
Counsel, the Hot Line provides an opportunity to report wrongdoing to senior
management. The Hot Line phone operates on a 24-hour-a-day basis.

    You may access the Hot Line and report a wrongdoing by:

       Calling the toll-free telephone number: (888) 883-1499; or
       Faxing the toll-free fax number: (888) 208-2636

    If you are unable to obtain access to the toll-free Hot Line, or would
prefer to report the matter in writing, you may write to the Hot Line Office at
the address listed below:

       TeleSentry LLC
       36 Oak Street
       Westport, CT 06880
       U.S.A.

    All calls and letters to the Hot Line Office will be treated in confidence,
to the extent possible consistent with legal requirements. You need not disclose
your identity and may not be retaliated

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against for using the Hot Line to report what you believe in good faith to be
improper conduct, unethical behavior, or violations of law or Company policy.
However, use of the Hot Line will not protect you from possible disciplinary
action if you use this mechanism in bad faith or have otherwise engaged in
misconduct.

F. ETHICAL BUSINESS PRACTICES

    The Company requires that you adhere to lawful and ethical business
practices at all times. Examples of certain prohibited activities are set forth
below. These examples are intended to highlight some prohibited practices, but
they do not address every kind of prohibited practice.

    1. Bribery. Use of company funds or property for illegal, unethical or
       otherwise improper purposes, (as well as use of personal funds or
       property for any improper purposes on behalf of the Company), including
       bribes, kickbacks, and payoffs, is prohibited.

        a. Bribery is the giving of money or anything else of value in an
           attempt to influence unlawfully the action of a public official. No
           employee should pay, offer or authorize any bribe, or make any other
           unlawful payment on behalf of the Company. This prohibition extends
           to payments to consultants, agents, or other third parties when you
           have reason to believe that some part of the payment or 'fee' will be
           used for a bribe or to otherwise improperly influence government
           action.

        b. Payment of money (other than for purchase of a product or service) or
           the giving of a gift of more than nominal value to suppliers or
           customers or their agents, employees, or fiduciaries may be
           considered a kickback and may be a violation of law. No employee
           should pay, offer, or authorize an unlawful payment or gift on behalf
           of the Company to anyone, suppliers, customers or their agents,
           employees or fiduciaries.

    2. Political Contributions and Activities. In the U.S., federal and many
       state laws prohibit corporations from making direct political
       contributions to candidates. No employee may make any political
       contribution of any kind, on the federal, state, or local level, in the
       name of the Company, or use Company funds or materials for this purpose.
       You should not make political contributions based on a promise to be
       reimbursed by the Company.

    The Company's Chief Executive Officer or designee may authorize on behalf of
the Company in writing, any corporate political contributions not prohibited by
state, county, and local laws in the U.S. and outside the country. When such
written permission has been given, the contributions shall be by check payable
to the order of the political candidate or party involved, or by such other
permitted means as will readily enable the Company to verify, at any time, the
amount and origin of the contribution.

    These prohibitions relate only to use of corporate funds, property, and
assets and are not intended to discourage you from making personal political
contributions (including those to a Political Action Committee) or engaging in
personal political activities on your own time.

    3. Gifts and Entertainment. You and members of your family must neither
       solicit nor accept honoraria, loans, fees, services, or monetary gifts of
       any kind from suppliers, customers, or others dealing with the Company.
       You may accept unsolicited non-monetary gifts or entertainment which
       conform to customary business practices and are not of significant value.
       Should you accept such gifts or entertainment, you must not give the
       person or entity offering such gifts or entertainment any preferential
       treatment, and must avoid even the appearance of preferential treatment.
       You may provide gifts, promotional items, and entertainment at Company
       expense in the normal course of business as long as they:

           Are reasonable and consistent with applicable laws and with accepted
           ethical standards and business practices.

           Are authorized, properly recorded, and of sufficiently limited value
           so they could not be construed as a bribe, payoff or kickback.

           Would not embarrass the Company should public disclosure be made.

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G. CONFLICTS OF INTEREST AND OUTSIDE ASSOCIATIONS AND ACTIVITIES

    It is expected that your entire working abilities will be available to the
Company. No employee may participate in outside business activities of a
managerial or directorial nature, except (1) with the prior written approval of
your immediate supervisor and one additional higher supervisory level or (2) as
otherwise approved by the Board of Directors. Subject to the limitations imposed
by this Code of Ethics, each employee is free to engage in outside activities
that do not interfere with the performance of his/her job or otherwise conflict
with the Company's interests. If activities are of a controversial or sensitive
nature, employees are expected to seek guidance from their immediate supervisor
before engaging in such activities.

    You have a duty to avoid business, financial, or other relationships that
might conflict with the Company's interests or impair or influence your ability
to discharge your duties. There are potential conflicts of interest inherent in
certain situations such as when:

    1. You or a member of your family has a direct or indirect financial
       interest in, or obligation to, an actual or potential competitor,
       supplier, or customer of the Company or any business with which the
       Company has or is contemplating a relationship. (This does not include
       small stock ownership in publicly traded companies).

    2. You conduct business on behalf of the Company with a supplier or customer
       in which a relative of yours is a representative, officer or director.

    3. You acquire real property, leaseholds, patents, or other property or
       rights in which the Company has, or you have reason to believe that the
       Company is likely to have, an interest.

    4. You use a Company position or title, or any Company equipment, supplies,
       or facilities, in connection with outside activities, or do anything that
       might imply sponsorship or support by the Company of an activity, unless
       such use has been approved in writing by your immediate supervisor and
       the next higher supervisory level.

    Any actual or potential conflict of interest between you and the Company is
prohibited, unless specifically approved in writing by the Chief Executive
Officer and approved or ratified by the Board. In determining the presence or
absence of a conflict of interest, management will consider the following:

    1. The amount of the financial interest you (and/or your family members)
       have in the third party.

    2. Your position with the Company and the influence that you may have in
       business dealings with the third party.

    3. All other relevant factors.

H. CONFIDENTIAL INFORMATION AND TRADING STOCK IN A PUBLIC COMPANY

    It is illegal and against Company policy for you to buy or sell Company
stock, when in possession of 'inside information'.

    As a general matter, inside information is any material, nonpublic
information concerning a company or its business. Information may be considered
'material' if (1) it would likely be considered important to an investor in
deciding whether to purchase or sell the Company's securities, or (2) would
reasonably be expected to have an impact on the price of the Company's stock if
the information were publicly released. For example, inside information might
include information relating to proposed acquisitions, important financial data,
major new contracts, research projects, the status of a product in the
governmental approval process, or significant management changes.

    Even after information is publicly released, it should still be considered
nonpublic until a sufficient amount of time has passed for the information to
become generally available to, and absorbed by, the investing public. While the
amount of time that must pass for information to be considered public may vary
depending on the circumstances, generally information may be considered to be
public 48 hours following its release to the investing public.

    Persons, such as relatives or friends, who receive inside information from
an employee, are subject to the same prohibitions against trading on the basis
of receiving inside information to the extent that such persons know or have
reason to know that they have received inside information. To avoid even

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the appearance of impropriety and a violation of the Company's confidentiality
policy discussed above, employees should not discuss inside information learned
in the course of their employment with individuals outside of the Company,
including relatives and friends. In particular, unless specifically authorized
by the Chief Executive Officer, employees may not speak on behalf of the Company
to investment analysts.

I. DEALING WITH COMPETITORS, SUPPLIERS AND CUSTOMERS

    1. Employees are prohibited from entering into any agreements or
       understandings which violate antitrust or unfair competition laws. The
       following is a representative list of the types of arrangements with
       competitors which have been clearly identified as violations of antitrust
       and competition laws:

        a. Agreements to fix or affect prices, or other terms or conditions of
    sale.

        b. Agreements to allocate customers, markets or territories.

        c. Agreements to fix production levels or quotas.

        d. Agreements to boycott third parties.

        e. Agreements with a customer concerning the price or price levels at
           which the customer can resell Company products.

    2. A formal agreement is not necessary for there to be an antitrust or
       unfair competition law violation. For example, discussions among
       competitors followed by similar actions by competitors may be found to
       violate the law. You must be extremely careful not to discuss any
       prohibited subject with competitors generally, and you should be mindful
       of antitrust and unfair competition laws in the context of all individual
       discussions or relationships with industry counterparts. Particular
       attention should be paid to your activities at trade association meetings
       which, by definition, are groups consisting of competitors. No employee
       shall attend any trade association or similar meeting unless it has been
       called for a valid business purpose. Should you perceive that any
       improper discussion is taking place at a trade association meeting or at
       any other time, you should immediately demand that the discussion cease
       and, if it does not, leave (or hang up the telephone) immediately and
       report the incident as soon as possible to the General Counsel.
       Violations of antitrust laws can result in heavy civil fines and criminal
       penalties at both the corporate and individual levels.

J. DOING BUSINESS INTERNATIONALLY

    U.S. companies and their international affiliates are subject to certain
laws relating to conduct taking place both inside and outside the U.S. These
laws are based upon U.S. national security and foreign policy concerns, and are
strictly enforced by the United States Government. Two important examples of
these laws are described below.

    1. Foreign Corrupt Practices. The U.S. Foreign Corrupt Practices Act makes
       it illegal for companies and individuals subject to U.S. laws to make
       corrupt payments to foreign government officials and employees; and
       officials or employees of public international organizations (such as the
       United Nations or the World Health Organization.) A corrupt payment is a
       payment made for the purpose of improperly influencing an act or decision
       or of securing or obtaining any improper advantage or influence. Similar
       rules govern payments to political candidates and parties and party
       officials. This prohibition extends to payments to consultants, agents,
       or other third parties when there is reason to believe that any part of
       the payment will be used to make an improper payment. Any questions on
       whether a practice is permissible should be directed to the General
       Counsel.

    2. Boycotts. The anti-boycott laws are intended to prevent U.S. companies
       and their non-U.S. affiliates from supporting boycotts against countries
       friendly to the U.S. Participation in, or cooperation with, such
       international boycotts may subject the Company and its employees to
       severe civil and criminal sanctions.

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    It is imperative that no employee participate in, cooperate with, or provide
any information with respect to any international boycott. It is also important
to remember that simply refusing to comply with a boycott request is not
sufficient to comply with the law since, in many cases, the mere receipt of a
request (oral or written) to provide boycott information must be reported to
U.S. government authorities. Any questions concerning a potential boycott
situation should be directed to the General Counsel.

K. COOPERATING WITH GOVERNMENT AUTHORITIES

    1. It is the policy of the Company to cooperate with governmental
       investigations or inquiries. Accordingly, if you reasonably believe that
       a government investigation or inquiry is in progress, you should
       communicate that information immediately to the General Counsel.

    You should never:

        a. Destroy or alter any Company documents in anticipation of a request
           for those documents from any government agency or judicial authority.

        b. Make any false or misleading statements to any governmental
           investigator during an investigation.

        c. Attempt to cause any other Company employee or any other person to
           fail to provide information to a government investigator, or to
           provide false or misleading information.

    2. While government inspections are normally conducted during business hours
       at Company facilities, investigators may attempt to contact Company
       employees at their homes during the evening or at other times outside of
       normal business hours. In the event you are approached after hours by
       government employees or investigators, you may, but generally are not
       required to, speak with them. You also may request that discussions be
       conducted on Company premises during regular business hours, and may ask
       that a Company attorney be present during any discussions. Unless
       instructed not to do so by an investigator, you should immediately report
       any contacts by government investigators regarding Company matters to the
       General Counsel. Questions concerning a government investigation or
       inquiry should be directed to the Chief Executive Officer.

L. PROTECTING THE ENVIRONMENT AND EMPLOYEE HEALTH AND SAFETY

    It is the Company's policy to protect the environment and safeguard the
health and safety of employees. The Company conducts its operations so to avoid
or minimize any possible adverse impact on the environment or employees and
expects all employees to obey those laws that are designed to protect the
environment and the health and safety of employees.

    All employees are expected to notify their supervisor, the Vice President of
Quality, the Vice President -- Human Resources or the Vice
President -- Logistics if they observe conduct which violates, or is likely to
violate, environmental, health, or safety requirements.

M. PRIVACY

    1. The Company is committed to protect the integrity and privacy of personal
       data and other private information related to individuals coming into the
       possession of it or its' employees.

    2. All employees are expected to comply with applicable privacy laws and
       regulations. In addition, each subsidiary is responsible for developing
       procedures governing the proper collection, storage and use of personal
       data.

N. E-MAIL/INTERNET POLICY

    All Company supplied computer systems, including computer hardware and
software programs, and Company related proprietary, confidential, or privileged
information, are the property of the Company and not the employee. These
systems, including the Internet and Email, should be used for Company business
only and should not be used to transmit unsecured Company-related proprietary,

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confidential, or privileged information outside the Company, without proper
business purpose and appropriate security measures. If you have any questions
concerning the sensitivity, confidential classification, and/or protection of
Company information, you should first speak to your supervisor before
transmitting information outside the Company. The Company has the right to
monitor any employee's Email and Internet usage.

O. SEXUAL HARASSMENT.

    The Company is committed to maintaining a professional work environment and
strongly disapproves of all forms of sexual harassment. Employees who believe
they have been subjected to sexual harassment or who have witnessed sexual
harassment should report such incidents to their supervisors or the Vice
President -- Human Resources. If an employee is uncomfortable reporting their
incident to those individuals, he or she should contact any other officer of the
Company or use the Hotline.

P. COMPANY DISCLOSURE OBLIGATIONS.

    As a public company, the Company is required to make disclosures about its
activities and operations in quarterly reports filed shortly after the end of
its first three fiscal quarters and shortly after the end of its fiscal year. It
is the policy of the Company to make full, fair, accurate, timely and
understandable disclosure in reports and documents that it files with, or
submits to, the SEC and in other public communications made by the Company.
While the disclosure rules are complex, essentially the Company is obligated to
disclose anything that a reasonable investor would want to consider in deciding
whether to purchase or sell the Company's stock. If an employee is aware of an
act or omission which such employee believes satisfies this standard and does
not believe that such act or omission has been disclosed by the Company, the
employee should describe that information to his/her immediate supervisor or to
the Corporate Controller. All supervisors should report any such information to
the Corporate Controller, Chief Financial Officer or Chief Financial Officer.

Q. COMPANY RECORD-KEEPING AND ACCOUNTING

    All books and records of the Company, including travel, entertainment and
other expense reports, must accurately reflect all receipts and expenditures.
There shall be:

    1. No secret account or undisclosed or unrecorded funds or asset of the
       Company.

    2. No false or artificial entries.

    3. No transaction made and no payment approved with the intention or
       understanding that any part of such payment is to be used for any purpose
       other than that described by the documents supporting the payment.

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    EFFECT OF THIS CODE OF ETHICS. NOTHING PROVIDED FOR IN THIS CODE IS INTENDED
TO CREATE AN EXPRESS OR IMPLIED CONTRACT OF EMPLOYMENT FOR ANY INDIVIDUAL.

    Individuals who are employees may terminate their employment whenever they
wish and for whatever reason, just as the Company may terminate an individual's
employment at any time and for any reason.

    Several of the matters covered in this Code of Ethics are covered in greater
detail in published policy statements by the Company. Nothing herein is intended
to limit the more specific terms of those policies.







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