UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported): November 23, 2004

                                VITAL SIGNS, INC.


             (Exact Name of Registrant as Specified in its Charter)



                                                              
        New Jersey                       0-18793                      11-2279807
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(State or Other Jurisdiction      (Commission File Number)          (IRS Employer
     of Incorporation)                                            Identification No.)


    20 Campus Road, Totowa, New Jersey                                  07512
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(Address of principal executive offices)                              (Zip Code)



        Registrant's telephone number, including area code (973) 790-1330
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         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

         [ ]   Written communications pursuant to Rule 425 under the Securities
               Act (17 CFR 230.425)

         [ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange
               Act (17 CFR 240.14a-12)

         [ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under
               the Exchange Act (17 CFR 240.14d-2(b))

         [ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under
               the Exchange Act (17 CFR 240.13e-4(c))





 





Item 2.02    Results of Operations and Financial Condition.

         On November 23, 2004, Vital Signs, Inc. (the "Company") issued a press
release regarding results for the three months and fiscal year ended September
30, 2004. A copy of this press release is being furnished as Exhibit 99.1 to
this Current Report on Form 8-K.

         This Current Report on Form 8-K and the press release attached hereto
are being furnished to the Commission inasmuch as they disclose historical
information regarding the Company's results of operations for the three months
and fiscal year ended September 30, 2004 and statement of condition as of
September 30, 2004.





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Item 9.01 Financial Statements and Exhibits.

 (c) Exhibits.

         As described in Item 2.02 of this Report, the following Exhibit is
furnished as part of this Current Report on Form 8-K:

         Exhibit 99: Press release, dated November 23, 2004.




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                                    SIGNATURE

         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 hereunto duly authorized.


                                 VITAL SIGNS, INC.




                                 By: /s/ Jay Sturm           
                                     ------------------------------
                                     Name:  Jay Sturm
                                     Title: Vice President / General Counsel



Dated: November 23, 2004




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                                  EXHIBIT INDEX




     Exhibit No.                        Description
     -----------                        -----------
                        
         99.1              Press release, dated November 23, 2004






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                             STATEMENT OF DIFFERENCES
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The trademark symbol shall be expressed as ................................ 'TM'