SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                  FORM 10-K/A1

                  Amended to set forth information in Part III.

[X]  Annual Report Pursuant to Section 13 or 15(d) of  the  Securities Exchange
     Act of 1934 for the fiscal year ended September 30, 1996.

[ ]  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 Identification
 incorporation or organization)                               Number)
            20 Campus Road, Totowa, New Jersey 07512; (201) 790-1330
               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                           principal executive office)

Securities registered pursuant o 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.

                                  Yes X 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. [ X ]

     Aggregate  market  value  of  voting  stock  held by  non-affiliates  as of
December 1, 1996 was approximately $129,000,000.

     Number  of  shares  of  Common   Stock   outstanding   as  of  December  1,
1996:13,071,383.



<PAGE>


                                    PART III

Item 10.  Directors of the Registrant

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

                          Director    Expiration
Name and Age (A)           Since       of Term           Business Experience (B)

Terence D. Wall, 55        1972         1997       President and Chief Executive
                                                   Officer of the Company. Mr.
                                                   Wall presently serves on the
                                                   Board of Directors of Exogen,
                                                   Inc. and EchoCath, Inc.

David J. Bershad, 56       1991         1997       Member of the law firm of
                                                   Milberg Weiss Bershad Hynes &
                                                   Lerach


Anthony J. Dimun, 53       1987         1997       Executive Vice President,
                                                   Chief Financial Officer,
                                                   Treasurer and Secretary of 
                                                   the Company; Principal Owner,
                                                   Strategic Concepts, Inc.
                                                   (financial and acquisition
                                                   advisory firm). Mr. Dimun
                                                   presently serves on the Board
                                                   of Directors of EchoCath, 
                                                   Inc.

Joseph J. Thomas, 60       1992        1997        President of Thomas Medical
                                                   Products, Inc. (a subsidiary 
                                                   of the Company) (1990 to 
                                                   Present).

Toedtman, 51               1989        1997        Former Chairman and Chief
                                                   Executive Officer, GenRx, 
                                                   Inc.(pharmaceutical company) 
                                                   (1990 to January, 1996); 
                                                   Consultant (1987 to Present).
                                                   Mr. Toedtman presently serves
                                                   on the Board of Directors of 
                                                   NOXSO Corporation.

Barry Wicker, 56           1985        1997        Executive Vice President 
                                                   (Sales and Marketing) of 
                                                   the Company.


<PAGE>


     (A)  Ages are presented as of September 30, 1996.

     (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, Bershad and
          Dimun have invested  together (and serve together as Board members) in
          Bionix,  Inc.  ("Bionix")  and Messrs.  Wall and Bershad have invested
          together (and serve or served as Board members) in Sonokinetics  Corp.
          ("Sonokinetics").  Further, the Company is a shareholder,  and Messrs.
          Wall  and  Dimun  are  shareholders  (as well as  Board  members),  of
          EchoCath, Inc.

Item 11. Executive Compensation

Summary of Cash and Certain Other Compensation

         The following  table sets forth,  for the fiscal years ended  September
30, 1994, 1995 and 1996, the annual and long-term  compensation of the Company's
Chief Executive  Officer and the other executive  officers of the Company during
the year ended September 30, 1996 (the "Named Officers"):



<PAGE>

<TABLE>


                           SUMMARY COMPENSATION TABLE

<CAPTION>



<S>                                  <C>       <C>         <C>          <C>               <C>                   <C>

                                                                                            Long Term
                           Annual Compensation                                             Compensation
           ------------------------------------------------------                             Common
                                                                         Other Annual     Shares Subject to       All Other
Name and Principal Position           Year     Salary      Bonus(A)     Compensation (B)   Options Granted     Compensation (C)

 Terence D. Wall...............       1996    $225,000     $10,835           $--             120,000              $3,266
 President and Chief Executive        1995     225,000      42,135        39,000                ---                4,110
 Officer                              1994     225,000      10,610        42,000                ---                3,710

 Anthony J. Dimun..............       1996     180,000       8,308           ---             120,000               3,088
 Executive Vice President and         1995     180,000      33,758           ---                ---                3,750
 Chief Financial Officer              1994     180,000       8,533           ---                ---                2,363

 Barry Wicker..................       1996     151,250       6,981           ---              80,000               2,844
 Executive Vice President - Sales     1995     151,250      28,406           ---                ---                3,191
                                      1994     151,250       7,206           ---                ---                2,575

 Dennis Fenstermaker...........       1996     124,946       5,724           ---              3,764                2,870
 Vice President-Manufacturing         1995     123,000      28,866           ---                ---                2,982
 and General Manager                  1994     104,615      16,266           ---              1,512                2,212

</TABLE>



<PAGE>


(A)      Reflects  bonuses in the fiscal year earned,  which may not correspond 
         with the fiscal year paid.

(B)      It was necessary for Terence D. Wall and his family to relocate  during
         fiscal 1994 and 1995. The Company  provided lodging to Mr. Wall and his
         family at a house which the Company purchased several years ago for the
         purpose of providing lodging for visiting out-of-state employees. Based
         on an estimate of fair market  rental  value,  the Company  valued this
         benefit at $36,000 for fiscal 1994 and $33,000 for fiscal  1995,  which
         amounts are included above.  During the years set forth above, no other
         Named Officer received perquisites (i.e.,  personal benefits) in excess
         of 10% of such individual's reported salary and bonus.

(C)      "Compensation"  reported under this column for the year ended September
         30,1996 includes: (i) contributions of $2,375,$2,375,$2,246 and $2,375,
         respectively,   for  Messrs.  Wall,  Dimun,  Wicker  and  Fenstermaker,
         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 $891, $713, $598, and $495,  respectively,  with respect to
         life  insurance  purchased  by the  Company  for the benefit of Messrs.
         Wall, Dimun, Wicker and Fenstermaker, respectively.




Stock Options

         The following table contains  information  regarding the grant of stock
options to the Named  Officers  during the year ended  September  30,  1996.  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.


<PAGE>


<TABLE>
<CAPTION>

                                                                OPTION GRANTS IN LAST FISCAL YEAR
                                                                     Individual Grants(A)(B)
<S>                                <C>               <C>               <C>            <C>           <C>

                                    Number of         Percent of                                     Potential Realizable Value
                                   Common Shares     Total Options                                    at Assumed Annual Rates of
                                    Underlying         Granted to      Exercise                      Stock Price Appreciation for
                                      Options          Employees         Price        Expiration            Option Term(C)
Name                                  Granted        in Fiscal 1996    Per Share         Date             5%             10%
                                      -------        --------------    ---------         ----             --             ---

Terence D. Wall                     120,000(A)            29.3          $22.25         5/23/06         1,682,100      4,245,300
Anthony J. Dimun                    120,000(B)            29.3           22.25         5/23/06         1,682,100      4,245,300
Barry Wicker                         80,000(A)            19.6           22.25         5/23/06         1,121,400      2,830,200
Dennis Fenstermaker                   3,764(C)             0.9           21.25        12/15/05            50,390        127,175

</TABLE>

<PAGE>


-----------------
(A)   Mr.  Wall's and Mr.  Wicker's  options  (the "New  Options")  were granted
      pursuant to contractual  arrangements in which these Named Officers agreed
      to cancel a like amount of options granted in 1993 (the "Prior  Options").
      The New Options,  which are subject to shareholder approval,  were granted
      at an exercise  price  ($22.25)  that is $4.50 per share  greater than the
      exercise  price of the  Prior  Options.  The  exercisability  of the Prior
      Options was subject to certain performance thresholds which did not appear
      to be attainable  at the time that the New Options were  granted.  The New
      Options are  subject to a five year  vesting  period,  but (like the Prior
      Options) will vest if a Change-in-Control Event (as defined) occurs.

(B)   During fiscal 1996, Mr. Dimun was granted  120,000 stock options under the
      Company's  1990  Employee  Stock Option Plan (the  "Employee  Plan").  The
      Employee Plan is  administered  by a committee of the  Company's  Board of
      Directors. That committee determines which employees will receive options,
      the  number of  options  to be  granted  and the  terms of option  grants.
      Options  generally are granted at exercise prices equal to the fair market
      value of the  Company's  Common  Stock on the  grant  date,  with  vesting
      typically  over a  five  year  period.  The  committee  is  authorized  to
      accelerate  stock options in connection  with a change in control.  Of the
      options granted to Mr. Dimun,  40,000 options were deemed vested as of the
      date of grant and 80,000 options vest over a five year period.

(C)   The options granted to Mr.  Fenstermaker  were granted under the Company's
      Investment Plan (the "Investment  Plan"). Pursuant to the Investment Plan,
      eligible  participants  may purchase the Company's  Common  Stock during  
      specified window periods.  For each share  purchased, the Investment Plan 
      provides that the Company will grant the employee  from one to three stock
      options.  The option-to-stock  match  in  effect for the options  granted 
      under  the  Investment  Plan during the last fiscal year was  two-for-one.
      The  exercise price is equal to the  closing  sale price of the  Company's
      Common  Stock on NASDAQ on the last day of the window period.  An employee
      must  continue  to  be  employed for at least two years by the Company to 
      exercise stock options  granted under the Investment Plan. If the employee
      retains the shares  purchased  during the window period,  the  option can 
      be exercised at any time after the initial shares have  been held for two 
      years.  In general,  if the employee sells any of  the  shares  purchased 
      under the  Investment  Plan before  the  end  of  the  two-year  holding  
      period or directs the  Company to stop making  payroll  deductions before 
      all shares that the employee  committed  to buy are  fully paid for,  the 
      employee  will be required to wait five years from the option  grant date 
      before  options  related to fully paid shares can be  exercised  and will 
      still have to be employed by the Company.  The  Board  of  Directors  is  
      authorized  to accelerate  stock  options  related to fully paid shares in
      connection  with a change in control.


         The following table provides data regarding stock options  exercised by
the Named  Officers  during the year ended  September 30, 1996 and the number of
shares  of  the  Company's   Common  Stock  covered  by  both   exercisable  and
non-exercisable  stock options held by the Named Officers at September 30, 1996.
Also reported are the values for  "in-the-money"  options,  which  represent the
positive spread between the exercise prices of existing options and $20.50,  the
closing sale price of the Company's Common Stock on September 30, 1996.


<PAGE>



<TABLE>
<CAPTION>
    AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES

<S>                                      <C>                <C>              <C>                            <C>                     


                                         Number of                             Number of
                                         Number of                            Shares Underlying                Value of Unexercised
                                          Shares             Value           Unexercised Options             In-the-Money Options at
                                        on Exercise        Realized (A)       at Year-End                        Year-End
                                      ----------------     ------------- ------------------------------    -------------------------
                                                                           Exercisable    Unexercisable    Exercisable Unexercisable
                                                                           -----------    -------------    ----------  -------------

Terence D. Wall                              ---               ---            ---           120,000           $---           $---
Anthony J. Dimun                          10,000             $228,000        112,744         80,081          864,200          ---
Barry Wicker                                 ---               ---            ---            80,000            ---            ---
Dennis Fenstermaker                          ---               ---             2,012          4,264           10,950         1,500
</TABLE>


(A) The amount realized represents the aggregate fair market value of the shares
acquired upon exercise of the options minus the aggregate exercise price.



<PAGE>



Arrangements with Directors

         Joseph  Thomas  became a director  of the  Company  upon the  Company's
acquisition of Thomas Medical  Products,  Inc. ("TMP") on September 30, 1992. In
connection  with the TMP  acquisition,  Mr.  Thomas  entered into an  employment
agreement  with TMP pursuant to which Mr. Thomas is entitled to receive a salary
of at least  $100,000  per year  (with a cost of living  adjustment)  during the
five-year  term of his employment  agreement.  He was also granted stock options
under the Employee  Plan.  For the year ended  September  30, 1996,  Mr.  Thomas
received a salary of $121,275 and a bonus of $27,562.

         John Toedtman, a director of the Company,  provided consulting services
to the Company  during the year ended  September 30, 1996.  During that year, he
received  $20,000  in  consulting  fees  and  had  his  out-of-pocket   expenses
reimbursed by the Company.

         Directors  of the  Company  presently  do not receive any cash fees for
serving in such capacity.

         Messrs.  Wall,  Wicker,  Dimun and Thomas have been granted  options as
employees of either the Company or Thomas. Messrs. Bershad and Toedtman, the two
directors who are not employed by the Company or its  subsidiaries,  participate
in the Company's 1991 Director Stock Option Plan (the  "Director  Plan").  Under
the Director Plan, each outside director automatically receives options covering
4,000 shares  (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 Director Plan. During fiscal 1996,
Mr.  Bershad and Mr.  Toedtman each received  options  covering  4,000 shares of
Common Stock  pursuant to the  Director  Plan.  One half of the options  granted
under the  Director  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.



<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, 1996,  by 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 certain
directors of the Company;  (iii) each Named Officer 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 may be exercised by November 30, 1996.

       Stockholder                              Number                  Percent

Terence D. Wall (2)..........................   4,343,614                   33.3
Trusts for the benefit of the minor children
     of Terence D. Wall (Anthony J. Dimun,
     trustee)(3).............................   2,386,782                   18.3
Barry Wicker(4)..............................     367,986                    2.8
Trusts for the benefit of the children of
     Barry Wicker (Anthony J. Dimun,
     trustee)(3).............................     195,150                    1.5
David J. Bershad(5)..........................      40,200                     *
Anthony J. Dimun(3)..........................   2,818,432                   21.4
Dennis Fenstermaker(6).......................       8,663                     *
Joseph J. Thomas(7)..........................      62,618                     *
John Toedtman(8).............................      31,784                     *
All directors and executive officers as a       7,673,297                   58.0
     group (7 persons)(9)...................

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

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

(2)  Includes  836,748  shares  owned  by  Carol Vance Wall, Mr. Wall's wife and
     15,797  shares held  in  the  Company's  401(k) plan on Mr. Wall's  behalf;
     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 Terence and Carol Wall.

(3)  As  trustee  of  the  trusts  maintained  for  the  benefit  of  the minor 
     children of Terence D. Wall and the children of Barry  Wicker,  Anthony J. 
     Dimun has the power to vote and  dispose of each of the shares held in such
     trusts and thus is  deemed  to be the  beneficial  owner  of  such  shares 
     under  applicable regulations of the Securities  and  Exchange Commission. 
     Mr. Dimun is also deemed to be the  beneficial  owner of 1,000  shares held
     in certain  insurance  trusts established  by  Mr.  Wicker.  He  is  also  
     deemed to be the  beneficial  owner of 60,800 shares held by the charitable
     foundation  described above.  Accordingly,  the shares  reflected  in  the 
     table  above as shares  beneficially  owned  by  Mr. Dimun include  shares 
     held by Mr. Dimun for such trusts and  foundation,  54,788 shares owned by 
     Mr. Dimun  individually,  4,000 shares owned  by his children (as to which 
     he  disclaims  beneficial  ownership),  3,168 shares held in the Company's 
     401(k)  plan on Mr.  Dimun's  behalf and 112,744  shares covered by options
     exercisable by Mr. Dimun.

(4)  Incudes 17,380 shares owned by Mr. Wicker's wife;  excludes shares held in 
     trust for the benefit of Mr.  Wicker's children  and shares held in certain
     insurance trusts (which  shares  may  not  be  voted  or disposed of by Mr.
     Wicker or his wife).

(5)  Includes 2,000 shares owned by Mr. Bershad's wife as to which Mr. Bershad 
     disclaims  beneficial  ownership;  also includes 34,000 shares covered by 
     exercisable options.

(6)  Includes   2,513   shares   held   in  the  Company's  401(k)  plan  on Mr.
     Fenstermaker's  behalf,  2,638 shares held in the Investment Plan on Mr. 
     Fenstermaker's behalf and 2,012 shares covered by exercisable options.

(7)  Include 62,618 shares owned by Mr. Thomas and his wife.

(8)  Includes 21,000 shares covered by exercisable options.

(9) Includes 169,756  shares covered  by  options exercisable  by the Company's
     executive  officers and directors,  21,631  shares  held  in  the Company's
     401(k) plan  and  2,638 shares held in the Investment Plan;  also  includes
     shares  held  in  trust  by  Mr.  Dimun  for Mr.  Wall's  children  and Mr.
     Wicker's children  and  pursuant  to  certain insurance trusts  established
     by Mr. Wicker and shares  held  by  a  charitable foundation established by
     Terence and Carol Wall.

There were 13,062,701 shares of Common Stock outstanding on September 30, 1996.



<PAGE>



Item 13.  Certain Relationships and Related Transactions

          The Company has provided certain general and  administrative  services
to EchoCath,  Inc.  ("EchoCath") and, during the fiscal year ended September 30,
1995,  billed  EchoCath  $78,050  for such  services,  which  amount was paid by
EchoCath  from the  proceeds of its January 1996 initial  public  offering.  The
Company did not provide a material amount of general and administrative services
to EchoCath  during the year ended September 30, 1996. The Company and its chief
executive  officer,  Terence D. Wall,  together own more than 15% of  EchoCath's
outstanding  common  stock and together own more than 25% of the voting power of
EchoCath's  outstanding  common stock.  Anthony J. Dimun,  the  Company's  Chief
Financial Officer,  owns a small equity position in EchoCath.  Messrs.  Wall and
Dimun are also directors and officers of EchoCath.

         A subsidiary of the Company  previously had the non-exclusive  right to
distribute in the United States all of the orthopedic bioabsorbable products and
related  instruments  manufactured  by  Bioscience,   Ltd.   ("Bioscience"),   a
subsidiary  of  Bionix,  Inc.  ("Bionix").   That  distribution   agreement  was
terminated  in  April  1995.  In  connection  with the  Bioscience  distribution
agreement,  Bioscience  borrowed  $100,000  from the Company  pursuant to a nine
percent  interest bearing  promissory note. In addition,  in connection with the
termination of such agreement, Bioscience agreed to pay the Company's subsidiary
$87,000 upon return of certain  inventory to Bioscience.  During April 1996, the
entire amount owed by Bioscience  to the Company and its  subsidiary  ($187,002)
was  paid  by  Bioscience.  The  largest  amount  owed  to the  Company  and its
subsidiary by Bioscience  during  fiscal 1996 did not exceed  $200,000.  Messrs.
Wall, Bershad and Dimun are directors,  Mr. Wall is a principal  shareholder and
officer, and Messrs. Bershad and Dimun are shareholders of Bionix.

         During fiscal 1996, the Company  established  Cardiologics,  L.L.C. and
entered  into  a  joint  venture  agreement  with  the  other  equity  owner  of
Cardiologics  to develop  specialized  cardio-vascular  products.  Approximately
$100,000  of research  and  development  expense was  incurred by the Company in
fiscal 1996 in connection with this project. In September 1996, the Company sold
its interest in  Cardiologics  to a private  venture fund (the  "Private  Fund")
whose primary  investor is Terence D. Wall.  The Company  received in exchange a
$1,000,000  promissory note  personally  guaranteed by Mr. Wall and a commitment
(which has been satisfied) to reimburse the Company for the $100,000 in research
and  development  expenses  incurred by the Company.  One half of the  principal
amount of the note has been paid and the  balance is due on April 1,  1997.  The
note accrues interest at a rate of eight percent per annum.

         The  Company  believes  that the overall  terms of the  above-described
agreements with EchoCath, Bioscience and the Private Fund were no less favorable
to the  Company  than terms  that would be  available  from  similarly  situated
unrelated parties.


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  registrant  has duly caused this  amendment to this
report to be signed on its behalf by the  undersigned'  hereunto duly authorized
this 28th day of January, 1997.

                                          VITAL SIGNS, INC.

                                          By:/s/Anthony J. Dimun
                                             Anthony J. Dimun,
                                             Executive Vice President



Signatures                        Title                        Date

                                  President, Chief Executive   January 28, 1997
/s/ Terence D. Wall*              Office and Director
-------------------------
Terence D. Wall

/s/ David J. Bershad*             Director                     January 28, 1997
-------------------------
David J. Bershad

                                  Executive Vice President,    January 28, 1997
                                  Chief Financial Officer, 
                                  Treasurer (Chief Financial 
                                  and Accounting Officer)
/s/ Anthony J. Dimun              and Director
-------------------------
Anthony J. Dimun

/s/ Joseph J. Thomas*             Director                      January 28, 1997
-------------------------
Joseph J. Thomas

/s/ John Toedtman*                Director                      January 28, 1997
-------------------------
John Toedtman

/s/ Barry Wicker*                 Director                      January 28, 1997
--------------------------        
Barry Wicker



*By: /s/ Anthony J. Dimun
-------------------------
Anthony J. Dimun
Attorney-in-Fact