As filed with the Securities and Exchange Commission on August 7, 1996
                                                           Registration No. 333-
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                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 No.)

20 Campus Road, Totowa, New Jersey                                    07512
(Address of Principal Executive Offices)                            (Zip Code)

               VITAL SIGNS, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                Anthony J. Dimun
                                Vital Signs, Inc.
                                 20 Campus Road
                            Totowa, New Jersey 07512
                                  201-790-1330
            (Name, address and telephone number, including area code,
                              of agent for service)

                                 with a copy to:
                            Peter H. Ehrenberg, Esq.
                Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
                              65 Livingston Avenue
                           Roseland, New Jersey 07068

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                                    Proposed          Proposed
Title of                             maximum          maximum
securities                          offering          aggregate        Amount of
to be           Amount to be        price per         offering      registration
registered       registered          unit (1)          price             fee

Common Stock,
no par value    300,000 shares(2)    $19.875         $5,962,500      $2,057
- --------------------------------------------------------------------------------

(1)  Pursuant to Rule 457,  the  proposed  maximum  offering  price per share is
     estimated   solely  for  the  purpose  of  computing   the  amount  of  the
     registration  fee and is based  on the  average  of the high and low  sales
     prices of the  Common  Stock of the  registrant  reported  on the  National
     Market System of the National  Association of Securities  Dealers Automated
     Quotation System on August 6, 1996.

(2)  Plus  such  indeterminate  number  of  additional  shares  as shall  become
     issuable  pursuant to the anti-dilution  provisions of the  above-mentioned
     Plan.
- --------------------------------------------------------------------------------


<PAGE>



PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents,  filed by Vital Signs,  Inc. (the  "Company")
with the Securities and Exchange Commission (the "SEC"), are hereby incorporated
by reference:

          (a) the  Company's  Annual  Report  on Form  10-K for the  year  ended
     September 30, 1995;

          (b) the Company's Quarterly Reports on Form 10-Q for the periods ended
     December 31, 1995 and March 31, 1996; and

         (c) the description of the Common Stock of the Company contained in the
Company's most recent registration statement filed under the Securities Exchange
Act of 1934  including any amendment or report filed for the purpose of updating
such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained  herein or in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this  registration  statement  to the extent that such  statement is modified or
superseded by a  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein.  Any such statement so modified or superseded
shall not be deemed to constitute a part of this  registration  statement except
as so modified or superseded.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Subsection  (2) of Section  3-5,  Title 14A of the New Jersey  Business
Corporation  Act empowers a corporation  to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding,  whether civil, criminal,  administrative,
arbitrative  or  investigative  (other  than an action by or in the right of the
corporation), by reason of the fact that he is or was a corporate agent (i.e., a
director,  officer,  employee or agent of the corporation or a person serving at
the request of the  corporation  as a director,  officer,  trustee,  employee or
agent of another corporation or enterprise), against reasonable costs (including
attorneys'  fees),  judgments,  fines,  penalties and amounts paid in settlement
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best  interests  of the  corporation,  and,  with  respect  to any  criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.

         Subsection  (3) of Section 3-5  empowers a  corporation  to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him in connection  with any proceeding by or in the right of the  corporation to
procure a judgment in its favor which involves such corporate agent by reason of
the fact that he is or was a corporate  agent if he acted in good faith and in a
manner reasonably  believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such  person  shall have been  adjudged to be liable
for  negligence  or  misconduct  unless and only to the extent that the Superior
Court of New Jersey or the court in which such action or suit was brought  shall
determine that despite the adjudication of liability,  such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.

         Subsection  (4) of  Section  3-5  provides  that to the  extent  that a
corporate  agent has been  successful  in the  defense  of any  action,  suit or
proceeding  referred  to in  subsections  (2) and (3) or in the  defense  of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including attorneys' fees) incurred by him in connection therewith.

         Subsection  (8)  of  Section  3-5  provides  that  the  indemnification
provisions in the law shall not exclude any other rights to indemnification that
a director or officer may be entitled to under a provision of the certificate of
incorporation,  a by-law,  an agreement,  a vote of shareholders,  or otherwise.
That subsection explicitly permits  indemnification for liabilities and expenses
incurred  in  proceedings  brought  by  or  in  the  right  of  the  corporation
(derivative  proceedings).  The only limit on  indemnification  of directors and
officers  imposed by that  subsection is that a corporation  may not indemnify a
director  or  officer if a  judgment  has  established  that the  director's  or
officer's acts or omissions were a breach of his or her duty of loyalty,  not in
good faith,  involved a knowing  violation of the law, or resulted in receipt of
an improper personal benefit.

         Subsection  (9) of Section 3-5 provides that a corporation is empowered
to purchase  and maintain  insurance on behalf of a director or officer  against
any expenses or liabilities  incurred in any proceeding by reason of that person
being or having been a director or officer, whether or not the corporation would
have the power to indemnify that person against  expenses and liabilities  under
other provisions of the law.

         The Registrant's  Restated  Certificate of  Incorporation  contains the
following provisions regarding indemnification:

                  "Every  person  who is or was a  director  or  officer  of the
         corporation,  or any such  person who serves or served in any  capacity
         with any other enterprise at the request of the  corporation,  shall be
         indemnified by the  corporation to the fullest extent  permitted by law
         against all expenses and liabilities  reasonably incurred by or imposed
         upon him in connection  with any proceeding to which he may be made, or
         threatened to be made, a party,  or in which he may become  involved by
         reason  of his  being or  having  been a  director  or  officer  of the
         corporation,  or of serving  or having  served  such other  enterprise,
         whether or not he is a  director  or  officer  of the  corporation,  or
         continues to serve such other  enterprise,  at the time the expenses or
         liabilities are incurred."

          The  Registrant's  Restated  Certificate  of  Incorporation  contains
the  following  provisions  regarding  certain  limitations on the liability of
directors and officers:

                           "A  director or an officer of the  corporation  shall
         not be personally  liable to the  corporation or its  shareholders  for
         monetary damages for breach of fiduciary duty as a director or officer,
         except to the  extent  such  exemption  from  liability  or  limitation
         thereof is not permitted under the New Jersey Business  Corporation Act
         as  presently  in effect or as the same may  hereafter  be amended.  No
         amendment to or repeal of this Article VI and no  amendment,  repeal or
         termination of  effectiveness  of any law permitting the exemption from
         liability  provided for herein shall apply to or have any effect on the
         liability  or alleged  liability of any director or officer for or with
         respect to any acts or omissions of that director or officer  occurring
         prior to the amendment, repeal or termination of effectiveness."

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         4.1 Registrant's  Restated Certificate of Incorporation is incorporated
by reference to Exhibit 3.1 of the  Registrant's  Annual Report on Form 10-K for
the year ended September 30, 1995.

         5.1  Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.

         23.1  Consent of Goldstein Golub Kessler & Company, P.C.

         23.2  Consent of Lowenstein, Sandler,  Kohl,  Fisher & Boylan, P.C. is
included in Exhibit 5.1.

         24.1  Power of Attorney

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1) To file,  during  any period in which  offers or sales are made,  a
post-effective amendment to this registration statement:

             (i)  To include any  prospectus  required by Section  10(a)(3) of
                  the Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent  post-effective  amendment thereof) which, individually
                  or  in  the aggregate,  represent a fundamental change in  the
                  information  set forth in the  registration statement; and

          (iii)   To include any material  information with respect to the plan
                  of  distribution not previously  disclosed in the registration
                  statement or any  material  change to such information in the
                  registration statement;

                  Provided,  however,  that Paragraphs (1)(i) and (1)(ii) do not
apply  if the  registration  statement  is on  Form  S-3 or  Form  S-8  and  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                  The undersigned  registrant  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  Insofar as indemnification  for liabilities  arising under the
Securities  Act of 1933 may be permitted to directors,  officers or  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  that  matter has been  settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City  of  Totowa,  State  of New  Jersey, on the 7th day of
August, 1996.

                                                        VITAL SIGNS, INC.


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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

         Signatures                    Title                         Date


/s/Terence D, Wall*
_____________________   President, Chief Executive Officer and   August 7, 1996
Terence D. Wall         Director


/s/David S. Bershad*
_____________________    Director                                 August 7, 1996
David J. Bershad


/s/Anthony J. Dimun
_____________________   Executive Vice President, Chief Financial August 7, 1996
Anthony J. Dimun        Officer, Treasurer and Director (Chief
                        Financial and Accounting Officer)


/s/Joseph J. Thomas*
_____________________   Director                                  August 7, 1996
Joseph J. Thomas


/s/John Toedtman*
_____________________   Director                                  August 7, 1996
John Toedtman


/s/Barry Wicker*
_____________________   Director                                  August 7, 1996
Barry Wicker



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



                                  EXHIBIT INDEX


    Exhibit No.             Description                                 Page No.

      4.1        Registrant's  Restated  Certificate of Incorporation
                 (incorporated by reference)

      5.1        Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.

     23.1        Consent of Goldstein Golub Kessler & Company, P.C.

     23.2        Consent of Lowenstein, Sandler,  Kohl, Fisher & Boylan, P.C. is
                 included in Exhibit 5.1

     24.1        Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 18460}]
{"company-data": {"conformed-name": "VITAL SIGNS INC", "cik": "0000865846", "assigned-sic": "3841", "irs-number": "112279807", "state-of-incorporation": "NJ", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09705", "film-number": "96605134"}, "business-address": {"street1": "20 CAMPUS RD", "city": "TOTOWA", "state": "NJ", "zip": "07512", "phone": "2017901330"}, "mail-address": {"street1": "20 CAMPUS RD", "city": "TOTOWA", "state": "NJ", "zip": "07512"}}
As filed with the Securities and Exchange Commission on August 7, 1996
                                                           Registration No. 333-
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                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 No.)

20 Campus Road, Totowa, New Jersey                                    07512
(Address of Principal Executive Offices)                            (Zip Code)

               VITAL SIGNS, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                Anthony J. Dimun
                                Vital Signs, Inc.
                                 20 Campus Road
                            Totowa, New Jersey 07512
                                  201-790-1330
            (Name, address and telephone number, including area code,
                              of agent for service)

                                 with a copy to:
                            Peter H. Ehrenberg, Esq.
                Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
                              65 Livingston Avenue
                           Roseland, New Jersey 07068

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                                    Proposed          Proposed
Title of                             maximum          maximum
securities                          offering          aggregate        Amount of
to be           Amount to be        price per         offering      registration
registered       registered          unit (1)          price             fee

Common Stock,
no par value    300,000 shares(2)    $19.875         $5,962,500      $2,057
- --------------------------------------------------------------------------------

(1)  Pursuant to Rule 457,  the  proposed  maximum  offering  price per share is
     estimated   solely  for  the  purpose  of  computing   the  amount  of  the
     registration  fee and is based  on the  average  of the high and low  sales
     prices of the  Common  Stock of the  registrant  reported  on the  National
     Market System of the National  Association of Securities  Dealers Automated
     Quotation System on August 6, 1996.

(2)  Plus  such  indeterminate  number  of  additional  shares  as shall  become
     issuable  pursuant to the anti-dilution  provisions of the  above-mentioned
     Plan.
- --------------------------------------------------------------------------------
PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents,  filed by Vital Signs,  Inc. (the  "Company")
with the Securities and Exchange Commission (the "SEC"), are hereby incorporated
by reference:

          (a) the  Company's  Annual  Report  on Form  10-K for the  year  ended
     September 30, 1995;

          (b) the Company's Quarterly Reports on Form 10-Q for the periods ended
     December 31, 1995 and March 31, 1996; and

         (c) the description of the Common Stock of the Company contained in the
Company's most recent registration statement filed under the Securities Exchange
Act of 1934  including any amendment or report filed for the purpose of updating
such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained  herein or in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this  registration  statement  to the extent that such  statement is modified or
superseded by a  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein.  Any such statement so modified or superseded
shall not be deemed to constitute a part of this  registration  statement except
as so modified or superseded.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Subsection  (2) of Section  3-5,  Title 14A of the New Jersey  Business
Corporation  Act empowers a corporation  to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding,  whether civil, criminal,  administrative,
arbitrative  or  investigative  (other  than an action by or in the right of the
corporation), by reason of the fact that he is or was a corporate agent (i.e., a
director,  officer,  employee or agent of the corporation or a person serving at
the request of the  corporation  as a director,  officer,  trustee,  employee or
agent of another corporation or enterprise), against reasonable costs (including
attorneys'  fees),  judgments,  fines,  penalties and amounts paid in settlement
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best  interests  of the  corporation,  and,  with  respect  to any  criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.

         Subsection  (3) of Section 3-5  empowers a  corporation  to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him in connection  with any proceeding by or in the right of the  corporation to
procure a judgment in its favor which involves such corporate agent by reason of
the fact that he is or was a corporate  agent if he acted in good faith and in a
manner reasonably  believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such  person  shall have been  adjudged to be liable
for  negligence  or  misconduct  unless and only to the extent that the Superior
Court of New Jersey or the court in which such action or suit was brought  shall
determine that despite the adjudication of liability,  such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.

         Subsection  (4) of  Section  3-5  provides  that to the  extent  that a
corporate  agent has been  successful  in the  defense  of any  action,  suit or
proceeding  referred  to in  subsections  (2) and (3) or in the  defense  of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including attorneys' fees) incurred by him in connection therewith.

         Subsection  (8)  of  Section  3-5  provides  that  the  indemnification
provisions in the law shall not exclude any other rights to indemnification that
a director or officer may be entitled to under a provision of the certificate of
incorporation,  a by-law,  an agreement,  a vote of shareholders,  or otherwise.
That subsection explicitly permits  indemnification for liabilities and expenses
incurred  in  proceedings  brought  by  or  in  the  right  of  the  corporation
(derivative  proceedings).  The only limit on  indemnification  of directors and
officers  imposed by that  subsection is that a corporation  may not indemnify a
director  or  officer if a  judgment  has  established  that the  director's  or
officer's acts or omissions were a breach of his or her duty of loyalty,  not in
good faith,  involved a knowing  violation of the law, or resulted in receipt of
an improper personal benefit.

         Subsection  (9) of Section 3-5 provides that a corporation is empowered
to purchase  and maintain  insurance on behalf of a director or officer  against
any expenses or liabilities  incurred in any proceeding by reason of that person
being or having been a director or officer, whether or not the corporation would
have the power to indemnify that person against  expenses and liabilities  under
other provisions of the law.

         The Registrant's  Restated  Certificate of  Incorporation  contains the
following provisions regarding indemnification:

                  "Every  person  who is or was a  director  or  officer  of the
         corporation,  or any such  person who serves or served in any  capacity
         with any other enterprise at the request of the  corporation,  shall be
         indemnified by the  corporation to the fullest extent  permitted by law
         against all expenses and liabilities  reasonably incurred by or imposed
         upon him in connection  with any proceeding to which he may be made, or
         threatened to be made, a party,  or in which he may become  involved by
         reason  of his  being or  having  been a  director  or  officer  of the
         corporation,  or of serving  or having  served  such other  enterprise,
         whether or not he is a  director  or  officer  of the  corporation,  or
         continues to serve such other  enterprise,  at the time the expenses or
         liabilities are incurred."

          The  Registrant's  Restated  Certificate  of  Incorporation  contains
the  following  provisions  regarding  certain  limitations on the liability of
directors and officers:

                           "A  director or an officer of the  corporation  shall
         not be personally  liable to the  corporation or its  shareholders  for
         monetary damages for breach of fiduciary duty as a director or officer,
         except to the  extent  such  exemption  from  liability  or  limitation
         thereof is not permitted under the New Jersey Business  Corporation Act
         as  presently  in effect or as the same may  hereafter  be amended.  No
         amendment to or repeal of this Article VI and no  amendment,  repeal or
         termination of  effectiveness  of any law permitting the exemption from
         liability  provided for herein shall apply to or have any effect on the
         liability  or alleged  liability of any director or officer for or with
         respect to any acts or omissions of that director or officer  occurring
         prior to the amendment, repeal or termination of effectiveness."

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         4.1 Registrant's  Restated Certificate of Incorporation is incorporated
by reference to Exhibit 3.1 of the  Registrant's  Annual Report on Form 10-K for
the year ended September 30, 1995.

         5.1  Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.

         23.1  Consent of Goldstein Golub Kessler & Company, P.C.

         23.2  Consent of Lowenstein, Sandler,  Kohl,  Fisher & Boylan, P.C. is
included in Exhibit 5.1.

         24.1  Power of Attorney

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1) To file,  during  any period in which  offers or sales are made,  a
post-effective amendment to this registration statement:

             (i)  To include any  prospectus  required by Section  10(a)(3) of
                  the Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent  post-effective  amendment thereof) which, individually
                  or  in  the aggregate,  represent a fundamental change in  the
                  information  set forth in the  registration statement; and

          (iii)   To include any material  information with respect to the plan
                  of  distribution not previously  disclosed in the registration
                  statement or any  material  change to such information in the
                  registration statement;

                  Provided,  however,  that Paragraphs (1)(i) and (1)(ii) do not
apply  if the  registration  statement  is on  Form  S-3 or  Form  S-8  and  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                  The undersigned  registrant  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  Insofar as indemnification  for liabilities  arising under the
Securities  Act of 1933 may be permitted to directors,  officers or  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  that  matter has been  settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City  of  Totowa,  State  of New  Jersey, on the 7th day of
August, 1996.

                                                        VITAL SIGNS, INC.

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

         Signatures                    Title                         Date

/s/Terence D, Wall*
_____________________   President, Chief Executive Officer and   August 7, 1996
Terence D. Wall         Director

/s/David S. Bershad*
_____________________    Director                                 August 7, 1996
David J. Bershad

/s/Anthony J. Dimun
_____________________   Executive Vice President, Chief Financial August 7, 1996
Anthony J. Dimun        Officer, Treasurer and Director (Chief
                        Financial and Accounting Officer)

/s/Joseph J. Thomas*
_____________________   Director                                  August 7, 1996
Joseph J. Thomas

/s/John Toedtman*
_____________________   Director                                  August 7, 1996
John Toedtman

/s/Barry Wicker*
_____________________   Director                                  August 7, 1996
Barry Wicker

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

                                  EXHIBIT INDEX

    Exhibit No.             Description                                 Page No.

      4.1        Registrant's  Restated  Certificate of Incorporation
                 (incorporated by reference)

      5.1        Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.

     23.1        Consent of Goldstein Golub Kessler & Company, P.C.

     23.2        Consent of Lowenstein, Sandler,  Kohl, Fisher & Boylan, P.C. is
                 included in Exhibit 5.1

     24.1        Power of Attorney