WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark one)

[X]  Quarterly report pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934 for the quarterly period ended DECEMBER 31, 2000 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)

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

         At January 30, 2001, there were 12,413,988 shares of Common Stock, no
par value, outstanding.

                                VITAL SIGNS, INC.


                                                                 PAGE NUMBER
             PART I.

             Financial information                               1

ITEM 1.      Financial Statements:

             Independent Accountant's Report                     2

             Consolidated Balance Sheet as of
             December 31, 2000 (Unaudited) and
             September 30, 2000                                  3

             Consolidated Statement of Income for the
             Three Months ended December 31, 2000
             and 1999 (Unaudited)                                4

             Consolidated Statement of Cash flows for
             the Three Months Ended December 31,
             2000 and 1999 (Unaudited)                           5

             Notes to Consolidated Financial
             Statements (Unaudited)                              6

ITEM 2.      Management's Discussion and Analysis of
             Financial Condition and Results of
             Operations                                        7 - 10

ITEM 3.      Quantitative and Qualitative Disclosure
             About Market Risks                                  10

                                PART II.

ITEM 1.      Legal Proceedings                                   11

ITEM 6.      Exhibits and Reports on Form 8-K                    12

             Signatures                                          13

                                     PART I.

                              FINANCIAL INFORMATION

         ITEM 1.


                  Certain information and footnote disclosures required under
         generally accepted accounting principles have been condensed or omitted
         from the following consolidated financial statements pursuant to the
         rules and regulations of the Securities and Exchange Commission. Vital
         Signs, Inc. (the "registrant" or the "Company" or "Vital Signs")
         believes that the disclosures are adequate to assure that the
         information presented is not misleading in any material respect. It is
         suggested that the following consolidated financial statements be read
         in conjunction with the year-end consolidated financial statements and
         notes thereto included in the registrant's Annual Report on Form 10-K
         for the year ended September 30, 2000.

                  The results of operations for the interim periods presented
         herein are not necessarily indicative of the results to be expected for
         the entire fiscal year.



         To the Board of Directors
         Vital Signs, Inc.

         We have reviewed the accompanying consolidated balance sheet of Vital
         Signs, Inc. as of December 31, 2000, and the related consolidated
         statements of income, and cash flows for the three-month period then
         ended. These financial statements are the responsibility of the
         Company's management.

         We conducted our review in accordance with standards established by the
         American Institute of Certified Public Accountants. A review of interim
         financial information consists principally of applying analytical
         procedures to financial data and making inquiries of persons
         responsible for financial and accounting matters. It is substantially
         less in scope than an actual audit conducted in accordance with
         generally accepted auditing standards, the objective of which is the
         expression of an opinion regarding the financial statements taken as a
         whole. Accordingly, we do not express such an opinion.

         Based on our review, we are not aware of any material modifications
         that should be made to the accompanying consolidated financial
         statements for them to be in conformity with generally accepted
         accounting principles.

         New York, New York

         January 31, 2001


                       VITAL SIGNS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

                                                                   December 31,  September 30,
                                                                   ------------  -------------
                                                                      2000          2000
                                                                      ----          ----
                                                                        (In thousands)
Current Assets:
     Cash and cash equivalents                                      $  10,130    $   7,606
    Accounts receivable, less allowance for doubtful accounts of
       $629 and $717                                                   29,072       26,377
    Inventory                                                          26,173       23,964
    Prepaid expenses and other current assets                           5,668        6,361
                                                                    ---------    ---------
         Total Current Assets                                          71,043       64,308

    Property, plant and equipment - net                                52,100       53,016
    Marketable securities and other investments                           551          551
    Goodwill and other intangible assets                               46,828       47,253
    Deferred income taxes                                               2,235        2,235
    Other assets                                                        5,723        5,468
                                                                    ---------    ---------
         Total Assets                                               $ 178,480    $ 172,831
                                                                    =========    =========


Current Liabilities:
    Accounts payable                                                $   4,895    $   4,772
    Current portion of long-term debt                                     652          535
    Accrued expenses                                                    5,532        4,858
    Notes payable - bank                                                6,592        8,756
    Other current liabilities                                           6,014        6,103
                                                                    ---------    ---------
         Total Current Liabilities                                     23,685       25,024

Long term debt                                                          2,394        2,711
Other liabilities                                                         245          245
                                                                    ---------    ---------
         Total Liabilities                                             26,324       27,980

Commitments and contingencies:
Minority interest in subsidiary                                         4,135        4,171

Stockholder's Equity
    Common stock - no par value; authorized 40,000,000 shares,
         issued and outstanding 12,413,988 and 12,307,831 shares,
         respectively                                                  17,137       15,132
    Accumulated other comprehensive loss                               (1,613)      (1,540)
    Retained earnings                                                 132,497      127,088
                                                                    ---------    ---------
    Stockholders' equity                                              148,021      140,680
                                                                    ---------    ---------
         Total Liabilities and Stockholders' Equity                 $ 178,480    $ 172,831
                                                                    =========    =========

(See Notes to Consolidated Financial Statements)


                       VITAL SIGNS, INC. AND SUBSIDIARIES

                                                                    For the Three Months Ended
                                                                          December 31,
                                                                      2000            1999
                                                                      ----            ----
                                                             (In Thousands Except Per Share Amounts)

Net sales                                                           $ 40,598        $ 37,113
Cost of goods sold                                                    19,667          17,570
                                                                    --------        --------

Gross Profit                                                          20,931          19,543

Operating expenses:
    Selling, general and administrative                               10,185           9,684
    Research and development                                           1,774           1,628
    Interest (income)                                                   (104)            (83)
    Interest expense                                                     234             123
    Other expense                                                        173             432
    Goodwill amortization                                                359             243
                                                                    --------        --------
                                                                      12,621          12,027
                                                                    --------        --------

Income before provision for income taxes and minority interest in
   income (loss) of consolidated subsidiary                            8,310           7,516
Provision for income taxes                                             2,510           2,334
                                                                    --------        --------
Income before minority interest in income (loss) of consolidated
   subsidiary                                                          5,800           5,182
Minority interest in income (loss) of consolidated subsidiary           (103)            207
                                                                    --------        --------
Net income                                                          $  5,903        $  4,975
                                                                    ========        ========

Earnings per Common Share:
Basic net income per share                                          $    .48        $    .41
                                                                    ========        ========
Diluted net income per share                                        $    .47        $    .40
                                                                    ========        ========
Basic weighted average number of shares                               12,244          12,182
                                                                    ========        ========
Diluted weighted average number of shares                             12,650          12,365
                                                                    ========        ========
Dividends paid per share                                            $    .04        $    .04
                                                                    ========        ========

  (see Notes to Consolidated Financial Statements)


                       VITAL SIGNS, INC. AND SUBSIDIARIES

                                                                                For the Three Months Ended
                                                                                       December 31,
                                                                                   2000           1999
                                                                                       (In thousands)
Cash Flows from Operating Activities:
   Net income                                                                   $  5,903        $  4,975
   Adjustments to Reconcile Net Income to Net Cash Provided by
    Operating Activities:
      Depreciation and amortization                                                1,323           1,058
      Increase in income tax asset                                                  --               (42)
      Minority interest in income (loss) of consolidated subsidiary                 (103)            207
      Amortization of goodwill                                                       359             243

    Changes in operating assets and liabilities:
         Increase in accounts receivable                                          (2,490)         (3,773)
         Decrease (increase) in inventory                                         (2,042)            431
         Decrease in prepaid expenses and other current assets                       693           1,785
         Increase (decrease) in accounts payable and accrued expenses                604          (1,387)
         Decrease (increase) in other, net                                          (341)             31
                                                                                --------        --------
         Net cash provided by (used in) operating activities                       3,906           3,528
                                                                                --------        --------

Cash Flows from Investing Activities:
     Proceeds from sales of available-for-sale securities                           --                13
     Acquisition of property, plant and equipment                                   (407)         (2,703)
                                                                                --------        --------
         Net cash used in investing activities                                      (407)         (2,690)
                                                                                --------        --------

Cash Flows from Financing Activities:
     Net reissuance of treasury stock                                                 96             262
     Dividends paid                                                                 (494)           (491)
     Proceeds from exercise of stock options                                       1,909             461
     Principal payments of long-term debt and notes payable                       (2,486)           (769)
                                                                                --------        --------
         Net cash used in financing activities                                      (975)           (537)
                                                                                --------        --------
Net increase in cash and cash equivalents                                          2,524             301
Cash and cash equivalents at beginning of period                                   7,606           6,655
                                                                                --------        --------
Cash and cash equivalents at end of period                                      $ 10,130        $  6,956
                                                                                ========        ========

Supplemental disclosures of cash flow information:
 Cash paid during the three months for:
         Interest                                                               $    270       $    183
         Income taxes                                                                170            222

(See Notes to Consolidated Financial Statements)


                       VITAL SIGNS, INC. AND SUBSIDIARIES

       1.    The consolidated balance sheet as of December 31, 2000, the
             consolidated statement of income for the three months ended
             December 31, 2000 and 1999 and the consolidated statement of cash
             flows for the three months ended December 31, 2000 and 1999 have
             been prepared by Vital Signs, Inc. (the "Company" or "VSI") and are
             unaudited. In the opinion of management, all adjustments
             (consisting solely of normal recurring adjustments) necessary to
             present fairly the financial position at December 31, 2000 and
             September 30, 2000 and the results of operations and cash flows for
             the three months ended December 31, 2000 and 1999 and for all
             periods presented have been made.

       2.    See the Company's Annual Report on Form 10-K for the year ended
             September 30, 2000 (the "Form 10-K") for additional disclosures
             relating to the Company's consolidated financial statements.

       3.    The Company adopted Statement of Financial Accounting Standards
             No. 131 "Disclosures about Segments of an Enterprise and Related
             Information" at September 30, 1999. The Company designs,
             manufactures and distributes single-use medical products. The
             Company does not meet the criteria for separate disclosures.

       4.    At December 31, 2000, the Company's inventory was comprised of raw
             materials, $15,447,000, and finished goods, $10,726,000.

       5.    In the third quarter of Fiscal 2000, the Company converted its
             preferred stock holdings in privately held National Sleep
             Technologies, Inc. ("NST") into common stock. Upon such conversion
             the Company acquired an 84% ownership in NST. The total value of
             the Company's investment in NST as of September 30, 2000 was
             $10,439,000. The assets acquired amounted to approximately $4
             million and liabilities assumed approximately $6 million. This
             acquisition has been accounted for as a purchase resulting in an
             excess of purchase price over the fair value of net assets acquired
             of approximately $12.8 million. The Company has reflected the
             operations of NST as a consolidated subsidiary as of June 1, 2000.
             The net sales and net income for the three months ended December
             31, 2000 were $3,241,000 and $120,000, respectively.

       6.    For Details of Legal Proceedings, see Part II, Item 1, "Legal





         This Quarterly Report on Form 10-Q contains, and from time to time the
Company expects to make, certain forward-looking statements regarding its
business, financial condition and results of operations. In connection with the
"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995
(the "Reform Act"), the Company intends to caution investors that there are
important factors that could cause the Company's actual results to differ
materially from those projected in its forward-looking statements, whether
written or oral, made herein or that may be made from time to time by or on
behalf of the Company. Investors are cautioned that such forward-looking
statements are only predictions and that actual events or results could differ
materially from such statements. The Company undertakes no obligation to
publicly release the results of any revisions to its forward-looking statements
to reflect subsequent events or circumstances or to reflect the occurrence of
unanticipated events.

         The Company wishes to ensure that any forward-looking statements are
accompanied by meaningful cautionary statements in order to comply with the
terms of the safe harbor provided by the Reform Act. Accordingly, the Company
has set forth a list of important factors that could cause the Company's actual
results to differ materially from those expressed in forward-looking statements
or predictions made herein and from time to time by the Company. Specifically,
the Company's business, financial condition, liquidity and results of operations
could be materially different from such forward-looking statements and
predictions as a result of (i) cost containment pressures on hospitals and
competitive factors that could affect the Company's primary markets, including
the results of competitive bidding procedures implemented by group purchasing
organizations and/or the success of the Company's sales force, (ii) slow downs
in the healthcare industry or interruptions or delays in manufacturing and/or
sources of supply, (iii) the Company's ability to develop or acquire new and
improved products and to control costs, (iv) market acceptance of the Company's
new products, (v) technological change in medical technology, (vi) the scope,
timing and effectiveness of changes to manufacturing, marketing and sales
programs and strategies, (vii) intellectual property rights and market
acceptance of competitors' existing or new products, (viii) adverse
determinations arising in the context of regulatory matters or legal proceedings
(see Part II, Item 1 of this Quarterly Report on Form 10-Q), (ix) healthcare
industry consolidation resulting in customer demands for price concessions, (x)
the reduction of medical procedures in a cost conscious environment, (xi)
efficacy or safety concerns with respect to marketed products, whether
scientifically justified or not, that may lead to product recalls, withdrawals
or declining sales, and (xii) healthcare reform and legislative and regulatory
changes impacting the healthcare market both domestically and internationally.



The following table sets forth, for the periods indicated, the percentage
increase of certain items included in the Company's consolidated statement of

                                                                    Increase from prior period
                                                                        Three Months Ended
                                                                         December 31, 2000
Net Sales                                                                         9.4%
Cost of goods sold                                                               11.9
Gross profit                                                                      7.1
Selling, general and administrative expense                                       5.2
Research and development expenses                                                 9.0
Income before provision for income taxes and minority
     interest in income of consolidated subsidiary
Provision for income taxes                                                        7.5
Net income                                                                       18.7


                   COMPARISON: QUARTER ENDED DECEMBER 31, 2000
                       AND QUARTER ENDED DECEMBER 31, 1999

         Net sales for the quarter ended December 31, 2000 increased by 9.4%
compared with the same period last year. The increase was due to unit increases
(offset in part by slight selling price declines) and in part, to the
acquisition of National Sleep Technologies, Inc. ("NST") which was acquired
effective June 1, 2000 (see Note 5). The Company's interest in NST is reflected
in the results of operations for the three months ended December 31, 2000. The
operations of NST are not reflected in the results for the three months ended
December 31, 1999. Prices on existing products declined on average approximately
 .1% in the three months ended December 31, 2000 when compared to the same period
in 1999. Foreign currency had a negative effect of approximately $500,000 on
sales for the quarter.

         Sales of anesthesia products, representing 41.7% of net sales, grew by
approximately .1% from the quarter ended December 31, 1999 despite selling price
declines. Sales of respiratory/critical care products, representing 40.3% of net
sales, increased by approximately .1%. Sales of sleep services and products,
representing 18.0% of net sales, increased by $4.0 million due largely to the
acquisition of NST, effective June 1, 2000.

         While net sales increased in dollars by 9.4%, gross profit dollars
increased by 7.1%. The decrease in gross profit is primarily due to the results
of the Company's blow-fill-seal contract packaging division, offset in part by
the results of the Company's cost improvement program. The Company's gross
profit percentage for the quarter ended December 31, 2000 was 51.6% compared to
52.7% in the same time period of the last fiscal year.

         Selling, general and administrative expenses (S, G & A) increased by
$501,000 primarily due to the acquisition of National Sleep Technologies, Inc.,
in June, 2000. NST incurred $824,000 of S, G & A expenses in the current

         Research and development expenses ("R&D") increased by $146,000
primarily due to the Company's continuing effort to develop new products.

         Other expense, which includes dividend income, realized capital gains
and losses, legal and other expenses related to non-operational items and
currency gains and losses, decreased by $259,000 from the quarter ended December
31, 1999 to the quarter ended December 31, 2000 primarily due to the sale of an

         The Company's effective tax rates were 30.2% and 31.1% for the quarters
ended December 31, 2000 and 1999, respectively. The Company's tax rate in the
current period is lower than statutory rates primarily due to benefits realized
from its international operations.


Liquidity and Capital Resources

         The Company continues to rely upon cash flow from its operations.
During the three months ended December 31, 2000, cash and cash equivalents
increased by $2,524,000. During the period, the Company paid dividends of
approximately $494,000, spent $407,000 on capital expenditures and reduced long
term debt and notes payable by $2,486,000. The combined total of cash and cash
equivalents, long-term marketable securities was approximately $10.7 million at
December 31, 2000 as compared to $8.2 million at September 30, 2000.

         At December 31, 2000, the Company had approximately $10.1 million in
cash and cash equivalents. On that date, the Company's working capital was $47.4
million and the current ratio was 3.0 to 1, as compared to $39.3 million and 2.6
to 1 at September 30, 2000.

         The Company's current policy is to retain working capital and earnings
for use in its business, subject to the payment of certain cash dividends and
treasury stock repurchases. Such funds may be used for product development,
product acquisitions and business acquisitions, among other things. The Company
regularly evaluates and negotiates with domestic and foreign medical device
companies regarding potential business or product line acquisitions or licensing
arrangements by the Company.

         The Company has a $25 million line of credit with Chase Manhattan Bank
("Chase"). Chase has also expressed its intention to provide additional funds
for the Company's future acquisitions, provided that each such acquisition meets
certain criteria. The terms for any borrowing would be negotiated at the date of
origination. There were no amounts outstanding at December 31, 2000.

         Management believes that the funds generated from operations, along
with the Company's current working capital position and bank credit, will be
sufficient to satisfy the Company's capital requirements for the foreseeable
future. This statement constitutes a forward-looking statement under the Reform
Act. The Company's liquidity could be adversely impacted and its need for
capital could materially change if costs are higher than anticipated, the
Company were to undertake acquisitions demanding significant capital, operating
results were to differ significantly from recent experience or adverse events
were to affect the Company's operations.





                                    PART II.
                                OTHER INFORMATION



(a)     Reference is made to Item 3 of the Company's Annual Report on Form 10-K
        for the year ended September 30, 2000.

(b)     In September 1996, a patent infringement action was filed in Japan
        against an OEM medical device distributor in connection with the sale in
        Japan of Marquest Medical Products, Inc.'s ABG syringe product line. In
        July 1999 the Court indicated at a hearing that, based on one exhibit
        submitted by the plaintiff, the Marquest ABG syringe products appear to
        infringe the plaintiff's patent, and requested that the plaintiff submit
        an updated proof of damages. In July 1999, plaintiff filed an updated
        proof of damages of approximately $6.5 million, plus interest and costs.
        On June 23, 2000 the Court entered a judgment against the Company's
        distributor for Yen 336,872,689 ($2,887,645) plus five percent annual
        interest. The distributor (which has patent indemnification protection
        from Marquest) has appealed the judgment to the Tokyo Supreme Court. The
        matter is in the appelate process. The Company continues to believe that
        Marquest ABG syringe products do not infringe the plaintiff's patent and
        will continue to vigorously defend the action.

(c)     On December 6, 1999 a complaint was filed against the Company on behalf
        of the former shareholders of Vital Pharma, Inc. alleging breach of
        contract for failure to pay earnout payments allegedly due under the
        stock purchase agreement for the sale of VPI in December, 1995. The
        Company answered the complaint, filed counter-claims and moved to
        transfer the case to arbitration. In August, 2000 the court ordered
        plaintiff to submit such claims to binding arbitration and stayed all
        other proceedings pending the outcome of the arbitration. An arbitrator
        has been selected and the parties are in the process of finalizing the
        scope of discovery for the arbitration.

        The Company is also involved in other legal proceedings arising in the
        ordinary course of business.

        The Company cannot predict the outcome of its legal proceedings with
        certainty. However, based upon its review of pending legal proceedings,
        the Company does not believe the ultimate disposition of its pending
        legal proceedings will be material to its financial condition.
        Predictions regarding the impact of pending legal proceedings constitute
        forward-looking statements under the Reform Act. The actual results and
        impact of such proceedings could differ materially from the impact
        anticipated, primarily as a result of uncertainties involved in the
        proof of facts in legal proceedings.




     a)  Reports on Form 8-K filed during the quarter ended
         December 31, 2000:   None.



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/ Anthony J. Dimun
                                Anthony J. Dimun
                                Executive Vice President of
                                Finance and Chief Financial Officer

                    Date:    February 14, 2001