SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-Q/A
                           (Solely Filing Exhibit 18.1)

(Mark one)

[X]   Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the quarterly period ended March 31, 2003 or

[ ]   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the transition period from ________ to ________

                         Commission file number: 0-18793

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

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

                 New Jersey                            11-2279807
       (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)              Identification No.)

                                 20 Campus Road
                            Totowa, New Jersey 07512
           (Address of principal executive office, including zip code)

                                  973-790-1330
              (Registrant's telephone number, including area code)

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


         Indicate by check mark 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 check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).

                                 Yes X    No
                                    ---     ---

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

         At May 1, 2003 there were 12,994,462 shares of Common Stock, no par
value, outstanding.








                                    EXPLANATORY NOTE

     This Amendment No. 1 on Form 10-Q/A (this "Amendment") amends the
Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2003,
originally filed on May 15, 2003. (the "Original Filing"). The Registrant has
added exhibit number 18.1, Accountants Preferability Letter.

     Except as described above, no other changes have been made to the Original
Filing.



                                       2








                                VITAL SIGNS, INC.

                                      INDEX


                                                                           PAGE
                                                                          NUMBER
                                                                        

                                    PART II.


Item 6.    Exhibits and Reports on Form 8-K................................   1

           Signatures......................................................   2

           Exhibit 18.1....................................................

           Exhibit 31.1....................................................

           Exhibit 31.2....................................................

           Exhibit 32.1....................................................

           Exhibit 32.2....................................................










Item 6.

Reports on Form 8-K

         There were no reports on Form 8-K filed within the quarter.












     Exhibits

       18      Accountants Preferability Letter dated November 1, 2004

      31.1     Certification of the Chief Executive Officer Pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002.

      31.2     Certification of the Interim Chief Financial Officer Pursuant to
               Section 302 of the Sarbanes-Oxley Act of 2002.

      32.1     Certification of the Chief Executive Officer Pursuant to [p] 18
               U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.

      32.2     Certification of the Interim Chief Financial Officer Pursuant to
               [p] 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002.









                                   Signatures



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                        VITAL SIGNS, INC.



                                  By:   /s/ Richard T. Feigel
                                        --------------------------------
                                        Richard T. Feigel
                                        Corporate Controller and
                                        Interim Chief Financial Officer


                                  Date: November 17, 2004



                            STATEMENT OF DIFFERENCES
                            ------------------------

The paragraph symbol shall be expressed as .............................. [p]