EXHIBIT 24.1

                                POWER OF ATTORNEY

     WHEREAS, the undersigned officers and directors of Vital Signs, Inc. (the
"Corporation") desire to authorize Terry D. Wall, Richard Feigel and Jay J.
Sturm, to act as their attorneys-in-fact and agents, for the purpose of
executing and filing the corporation's Annual Report on Form 10-K for the year
ended September 30, 2004, including all amendments thereto,

     NOW, THEREFORE,

     KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Terry D. Wall, Richard Feigel and Jay J. Sturm
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to sign the Corporation's Annual
Report on Form 10-K for the year ended September 30, 2004, including any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned have executed this power of attorney in
the following capacities on this 14th day of December, 2004.



       Signature                                      Title
       ---------                                      -----
                              


   /s/ Terry D. Wall             President, Chief Executive Officer and Director
----------------------
     Terry D. Wall


 /s/ David J. Bershad            Director
----------------------
   David J. Bershad


/s/ Howard W. Donnelly           Director
----------------------
  Howard W. Donnelly


/s/ David H. MacCallum           Director
----------------------
  David H. MacCallum


/s/ Richard L. Robbins           Director
----------------------
   Richard L Robbins


/s/ George A. Schapiro           Director
----------------------
  George A. Schapiro


   /s/ Barry Wicker              Executive Vice President, Sales and Director
----------------------
     Barry Wicker


  /s/ Richard Feigel             Interim Chief Financial and Accounting Officer
----------------------
    Richard Feigel