As filed with the Securities and Exchange Commission
                               on October 15, 1997
                                                           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 INVESTMENT PLAN
                            (Full title of the plan)

                   Anthony J. Dimun, Executive Vice President
                                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       600,000 shares     $18.00           $10,800,000       $3,273
Stock, no                  (2)
par value

--------------------------------------------------------------------------------
(1) Pursuant to Rule 457,  the  proposed  maximum  offering  price per share is 
    estimated  for the purpose of computing  the  amount of the registration fee
    and  is  based  upon  the  average  of the high and low sales prices of the 
    Common Stock of the registrant reported  on  the  Nasdaq National Market on 
    October 10, 1997.

(2) Plus  such  indeterminate   number  of  additional shares  as  shall  become
    issuable pursuant to the anti-dilution  provisions  of the  above-mentioned 
    plan.  An  additional  300,000  shares of Common Stock issuable  under  the 
    Investment   Plan  were  registered  on a  Registration  Statement  on Form 
    S-8 (No. 33-73800) filed with the SEC on January 6, 1994.


<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, are hereby incorporated by reference:

     (a) the Company's  Annual Report on Form 10-K for the year ended September 
         30, 1996;

     (b) the Company's  Quarterly  Reports on  Form 10-Q for  the periods  ended
         December 31, 1996, March 31, 1997 and June 30, 1997;

     (c) the  Company's  Current Reports on  Form 8-K, dated August 1, 1997 and 
         March 19, 1997; and

     (d) 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 (the "Exchange  Act"),  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 Exchange Act, prior to the filing of a post-effective
amendment  which  indicates that all  securities  then 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.

<PAGE>

Item 6.  Indemnification of Directors and Officers.

     Section  3-5 of  Title  14A of the  New  Jersey  Business  Corporation  Act
contains detailed  provisions for  indemnification  of directors and officers of
New Jersey corporations  against expenses,  judgments,  fines and settlements in
connection with litigation.

     The  registrant's  Restated  Certificate  of  Incorporation   provides  for
indemnification  of the  registrant's  directors  and officers  against  certain
liabilities.  The  Restated  Certificate  of  Incorporation  also  provides  for
exculpation of the registrant's directors and officers from liabilities (subject
to certain exceptions).

     The  registrant  maintains a directors' and officers'  liability  insurance
policy  which will insure its  directors  and  officers  and the  directors  and
officers of its subsidiaries in certain circumstances.

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 Registrant's  Annual
              Report on Form 10-K for the year ended  September 30, 1995.

         4.2  By-laws,  as  amended,  are  incorporated by reference to Exhibit 
              3.2  of  the   Registrant's  Registration   Statement on Form S-1 
              (No.  33-35864)  initially filed with the Securities and Exchange 
              Commission on July 13, 1990.

         4.3  1984 Economic Development Authority Loan Agreement is incorporated
              by  reference  to  Exhibit  4.2  to  the  Company's  Registration 
              Statement  on  Form  S-1  (No.  33-35864) initially filed with the
              Commission on July 13, 1990.

         4.4  Amended and  Restated  Loan Agreement  between the Company and the
              New Jersey  Economic Development Authority,  dated as of November 
              1, 1990, is  incorporated  by  reference to Exhibit  4.2  to  the 
              Company's  Registration  Statement  on  Form  S-1  (No.  33-34107)
              initially filed with the Commission on February 21, 1991.

         4.5  Letter of Credit and  Reimbursement  Agreement,  dated  August 27,
              1993,  between  the Company and Chemical Bank New Jersey N.A., is 
              incorporated  by reference to Exhibit 4.3 to the Company's Annual 
              Report on Form 10-K for the year ended September 30, 1993.

         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.

        99.1  Vital Signs Investment Plan, as amended and restated.

Item 9.  Undertakings.

(a)      The undersigned registrant hereby undertakes:

         (1)  To file,  during any period in which offers or sales are being 
              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.

(b)  The  undersigned   registrant  hereby  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.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and 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 the
     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.

<PAGE>
                                   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 October 14, 1997.

                                                 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  by  the  following  persons  in  the
capacities and on the date indicated.

    Signature              Title                                     Date

*/s/Terry D. Wall      President, Chief Executive              October 14, 1997
______________________ Officer (Principal Executive
Terry D. Wall          Officer) and Director

*/s/David J. Bershad   Director                                October 14, 1997
______________________
David J. Bershad

/s/Anthony J. Dimun    Executive Vice President,               October 14, 1997
______________________ Chief Financial Officer,
Anthony J. Dimun       Treasurer, Secretary and
                       Director (Chief Financial
                       and Accounting Officer)

*/s/Joseph J. Thomas   Director                                October 14, 1997
_____________________
Joseph J. Thomas

*/s/John Toedtman      Director                                October 14, 1997
_____________________
John Toedtman

*/s/Barry Wicker       Director                                October 14, 1997
_____________________
Barry Wicker

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

<PAGE>
                                  EXHIBIT INDEX

Exhibit No.                  Description                            Page No.

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

4.2       By-laws,  as amended,  are  incorporated by reference 
          to Exhibit 3.2 of the Registrant's  Registration
          Statement on Form S-1 (No. 33-35864)  initially
          filed with the Securities and Exchange Commission
          on July 13, 1990.

4.3       1984 Economic  Development Authority Loan Agreement
          is  incorporated  by reference to Exhibit 4.2 to the
          Company's  Registration  Statement on Form S-1 
          (No. 33-35864) initially filed with the Commission 
          on July 13, 1990.

4.4       Amended and Restated  Loan  Agreement  between the
          Company and the New Jersey Economic  Development
          Authority,  dated as of November 1, 1990, is 
          incorporated by reference to Exhibit 4.2 to the
          Company's  Registration Statement on Form S-1
          (No. 33-34107) initially filed with the Commission
          on February 21, 1991.

4.5       Letter of Credit  and  Reimbursement  Agreement,  
          dated  August  27,  1993, between the Company and 
          Chemical Bank New Jersey N.A., is  incorporated  by
          reference to Exhibit 4.3 to the Company's  Annual  
          Report on Form 10-K for the year ended September 
          30, 1993.

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

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


<PAGE>


Exhibit No.              Description                                  Page No.

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

24.1      Power of Attorney.

99.1      Vital Signs Investment Plan, as amended.
[{"type": "S-8", "sequence": "1", "description": "600,000 ADDITIONAL SHARES UNDER INVESTMENT PLAN", "secsgml_size_bytes": 16771}]
{"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": "333-37927", "film-number": "97695951"}, "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 October 15, 1997
                                                           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 INVESTMENT PLAN
                            (Full title of the plan)

                   Anthony J. Dimun, Executive Vice President
                                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       600,000 shares     $18.00           $10,800,000       $3,273
Stock, no                  (2)
par value

--------------------------------------------------------------------------------
(1) Pursuant to Rule 457,  the  proposed  maximum  offering  price per share is 
    estimated  for the purpose of computing  the  amount of the registration fee
    and  is  based  upon  the  average  of the high and low sales prices of the 
    Common Stock of the registrant reported  on  the  Nasdaq National Market on 
    October 10, 1997.

(2) Plus  such  indeterminate   number  of  additional shares  as  shall  become
    issuable pursuant to the anti-dilution  provisions  of the  above-mentioned 
    plan.  An  additional  300,000  shares of Common Stock issuable  under  the 
    Investment   Plan  were  registered  on a  Registration  Statement  on Form 
    S-8 (No. 33-73800) filed with the SEC on January 6, 1994.
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, are hereby incorporated by reference:

     (a) the Company's  Annual Report on Form 10-K for the year ended September 
         30, 1996;

     (b) the Company's  Quarterly  Reports on  Form 10-Q for  the periods  ended
         December 31, 1996, March 31, 1997 and June 30, 1997;

     (c) the  Company's  Current Reports on  Form 8-K, dated August 1, 1997 and 
         March 19, 1997; and

     (d) 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 (the "Exchange  Act"),  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 Exchange Act, prior to the filing of a post-effective
amendment  which  indicates that all  securities  then 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.

     Section  3-5 of  Title  14A of the  New  Jersey  Business  Corporation  Act
contains detailed  provisions for  indemnification  of directors and officers of
New Jersey corporations  against expenses,  judgments,  fines and settlements in
connection with litigation.

     The  registrant's  Restated  Certificate  of  Incorporation   provides  for
indemnification  of the  registrant's  directors  and officers  against  certain
liabilities.  The  Restated  Certificate  of  Incorporation  also  provides  for
exculpation of the registrant's directors and officers from liabilities (subject
to certain exceptions).

     The  registrant  maintains a directors' and officers'  liability  insurance
policy  which will insure its  directors  and  officers  and the  directors  and
officers of its subsidiaries in certain circumstances.

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 Registrant's  Annual
              Report on Form 10-K for the year ended  September 30, 1995.

         4.2  By-laws,  as  amended,  are  incorporated by reference to Exhibit 
              3.2  of  the   Registrant's  Registration   Statement on Form S-1 
              (No.  33-35864)  initially filed with the Securities and Exchange 
              Commission on July 13, 1990.

         4.3  1984 Economic Development Authority Loan Agreement is incorporated
              by  reference  to  Exhibit  4.2  to  the  Company's  Registration 
              Statement  on  Form  S-1  (No.  33-35864) initially filed with the
              Commission on July 13, 1990.

         4.4  Amended and  Restated  Loan Agreement  between the Company and the
              New Jersey  Economic Development Authority,  dated as of November 
              1, 1990, is  incorporated  by  reference to Exhibit  4.2  to  the 
              Company's  Registration  Statement  on  Form  S-1  (No.  33-34107)
              initially filed with the Commission on February 21, 1991.

         4.5  Letter of Credit and  Reimbursement  Agreement,  dated  August 27,
              1993,  between  the Company and Chemical Bank New Jersey N.A., is 
              incorporated  by reference to Exhibit 4.3 to the Company's Annual 
              Report on Form 10-K for the year ended September 30, 1993.

         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.

        99.1  Vital Signs Investment Plan, as amended and restated.

Item 9.  Undertakings.

(a)      The undersigned registrant hereby undertakes:

         (1)  To file,  during any period in which offers or sales are being 
              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.

(b)  The  undersigned   registrant  hereby  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.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and 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 the
     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 October 14, 1997.

                                                 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  by  the  following  persons  in  the
capacities and on the date indicated.

    Signature              Title                                     Date

*/s/Terry D. Wall      President, Chief Executive              October 14, 1997
______________________ Officer (Principal Executive
Terry D. Wall          Officer) and Director

*/s/David J. Bershad   Director                                October 14, 1997
______________________
David J. Bershad

/s/Anthony J. Dimun    Executive Vice President,               October 14, 1997
______________________ Chief Financial Officer,
Anthony J. Dimun       Treasurer, Secretary and
                       Director (Chief Financial
                       and Accounting Officer)

*/s/Joseph J. Thomas   Director                                October 14, 1997
_____________________
Joseph J. Thomas

*/s/John Toedtman      Director                                October 14, 1997
_____________________
John Toedtman

*/s/Barry Wicker       Director                                October 14, 1997
_____________________
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
          is  incorporated  by reference to Exhibit 3.1 of 
          Registrant's Annual Report on Form 10-K for the
          year ended September 30, 1995.

4.2       By-laws,  as amended,  are  incorporated by reference 
          to Exhibit 3.2 of the Registrant's  Registration
          Statement on Form S-1 (No. 33-35864)  initially
          filed with the Securities and Exchange Commission
          on July 13, 1990.

4.3       1984 Economic  Development Authority Loan Agreement
          is  incorporated  by reference to Exhibit 4.2 to the
          Company's  Registration  Statement on Form S-1 
          (No. 33-35864) initially filed with the Commission 
          on July 13, 1990.

4.4       Amended and Restated  Loan  Agreement  between the
          Company and the New Jersey Economic  Development
          Authority,  dated as of November 1, 1990, is 
          incorporated by reference to Exhibit 4.2 to the
          Company's  Registration Statement on Form S-1
          (No. 33-34107) initially filed with the Commission
          on February 21, 1991.

4.5       Letter of Credit  and  Reimbursement  Agreement,  
          dated  August  27,  1993, between the Company and 
          Chemical Bank New Jersey N.A., is  incorporated  by
          reference to Exhibit 4.3 to the Company's  Annual  
          Report on Form 10-K for the year ended September 
          30, 1993.

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

23.1      Consent of Goldstein Golub Kessler & Company, P.C.
Exhibit No.              Description                                  Page No.

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

24.1      Power of Attorney.

99.1      Vital Signs Investment Plan, as amended.