<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q

/x/  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For  Quarter 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 0-6516


                                 DATASCOPE CORP.
             (Exact name of registrant as specified in its charter)

Delaware                                             13-2529596
--------------------------------------------------------------------------------
(State of other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)

               14 Philips Parkway, Montvale, New Jersey 07645-9998
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (201) 391-8100
--------------------------------------------------------------------------------
              (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
                                               ----

Number of Shares of Company's Common Stock outstanding as of April 30, 2003:
14,768,296.


<PAGE>

                                 Datascope Corp

                                 Form 10-Q Index

                                                                            Page
Part I. FINANCIAL INFORMATION

  Item 1.   Financial Statements

            Consolidated Balance Sheets at
            March 31, 2003 and June 30, 2002                                   1

            Consolidated Statements of Earnings                                2

            Consolidated Statements of Cash Flows                              3

            Notes to Consolidated Financial Statements                       4-9

  Item 2.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                      10-17

  Item 3.   Quantitative and Qualitative Disclosures about Market Risk        18

  Item 4.   Controls and Procedures                                           18

Part II. OTHER INFORMATION

  Item 1.   Legal Proceedings                                                 19

  Item 6.   Exhibits and Reports on Form 8-K                                  19

Signatures                                                                    20

Certification of Principal Executive Officer and Principal Financial
Officer Regarding Facts and Circumstances Relating to Quarterly Reports    21-22

Exhibit 99.1 - Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

<PAGE>

PART I.  FINANCIAL INFORMATION
         Item 1. Financial Statements

                        Datascope Corp. and Subsidiaries
                           Consolidated Balance Sheets
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                      March 31,                June 30,
                                                                        2003                     2002
                                                                      ---------                --------
                                                                     (unaudited)                 (a)

      <S>                                                            <C>                      <C>
      Assets
      Current Assets:
        Cash and cash equivalents                                    $  12,804                $   5,548
        Short-term investments                                          27,551                   15,817
        Accounts receivable less allowance for
          doubtful accounts of $1,845 and $1,159                        70,211                   79,400
        Inventories                                                     55,159                   51,930
        Prepaid expenses and other current assets                       14,627                   14,874
                                                                     ---------                ---------
            Total Current Assets                                       180,352                  167,569

      Property, Plant and Equipment, net of accumulated
          depreciation of $66,550 and $61,622                           89,128                   89,897
      Long-Term Investments                                             31,157                   30,525
      Other Assets                                                      31,008                   28,031
                                                                     ---------                ---------
                                                                     $ 331,645                $ 316,022
                                                                     =========                =========

      Liabilities and Stockholders' Equity
      Current Liabilities:
        Accounts payable                                             $  16,330                $  15,258
        Accrued expenses                                                14,898                   16,393
        Accrued compensation                                            12,922                   13,218
        Deferred revenue                                                 3,984                    4,459
                                                                     ---------                ---------
            Total Current Liabilities                                   48,134                   49,328

      Other Liabilities                                                 16,176                   15,716
      Stockholders' Equity
        Preferred stock, par value $1.00 per share:
          Authorized 5 million shares; Issued, none                         --                       --
        Common stock, par value $.01 per share:
          Authorized, 45 million shares;
          Issued, 17,741 and 17,724 shares                                 177                      177
        Additional paid-in capital                                      72,795                   72,542
        Treasury stock at cost, 2,972 and 2,946 shares                 (87,141)                 (86,484)
        Retained earnings                                              287,399                  272,570
        Accumulated other comprehensive loss                            (5,895)                  (7,827)
                                                                     ---------                ---------
                                                                       267,335                  250,978
                                                                     ---------                ---------
                                                                     $ 331,645                $ 316,022
                                                                     =========                =========
</TABLE>

                  (a) Derived from audited financial statements

                 See notes to consolidated financial statements


                                        1

<PAGE>

                        Datascope Corp. and Subsidiaries
                       Consolidated Statements of Earnings
                    (In thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   Nine Months Ended                        Three Months Ended
                                                       March 31,                                 March 31,
                                         ---------------------------------------     ----------------------------------
                                                  2003                 2002                 2003              2002
                                         -------------------   -----------------     ---------------    ---------------
<S>                                       <C>                  <C>                   <C>                <C>

Net Sales                                 $         239,200     $       230,600       $      84,700     $       81,400
                                         -------------------   ----------------      --------------     --------------
Costs and Expenses:
  Cost of sales                                     100,542              94,961              35,968             34,867
  Research and development
    expenses                                         21,787              18,843               7,495              6,947
  Selling, general and
    administrative expenses                          95,568              92,824              32,250             31,179
  Gain on legal settlement                           (3,028)                 --                  --                 --
  Restructuring charges                                  --              11,463                  --                 --
                                         ------------------    ----------------      --------------     --------------
                                                    214,869             218,091              75,713             72,993
                                         ------------------    ----------------      --------------     --------------
Operating Earnings                                   24,331              12,509               8,987              8,407
Other (Income) Expense:
  Interest income                                    (1,152)             (1,440)               (520)              (394)
  Interest expense                                        1                  50                  --                 11
  Other, net                                            176                 364                 137                 (6)
                                         ------------------    ----------------      --------------     --------------
                                                       (975)             (1,026)               (383)              (389)
                                         ------------------    ----------------      --------------     --------------
Earnings Before Taxes on Income                      25,306              13,535               9,370              8,796
Taxes on Income                                       8,260               5,880               2,999              2,770
                                         ------------------    ----------------      --------------     --------------
Net Earnings                             $           17,046    $          7,655      $        6,371     $        6,026
                                         ==================    ================      ==============     ==============

Earnings Per Share, Basic                $             1.15    $           0.52      $         0.43     $         0.41
                                         ==================    ================      ==============     ==============

Weighted average common
   shares outstanding, Basic                         14,775              14,805              14,769             14,778
                                         ==================    ================      ==============     ==============

Earnings Per Share, Diluted              $             1.15    $           0.51      $         0.43     $         0.40
                                         ==================    ================      ==============     ==============

Weighted average common
   shares outstanding, Diluted                       14,840              15,099              14,818             14,950
                                         ==================    ================      ==============     ==============
</TABLE>

                 See notes to consolidated financial statements


                                        2
<PAGE>

                        Datascope Corp. and Subsidiaries
                      Consolidated Statements of Cash Flows
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 Nine Months Ended
                                                                                     March 31,
                                                                         --------------------------------
                                                                            2003                   2002
                                                                            ----                   ----
<S>                                                                      <C>                     <C>
Operating Activities:
     Net cash provided by operating activities                            $27,367                  $8,827
                                                                         --------                --------

Investing Activities:
     Capital expenditures                                                  (4,168)                 (5,171)
     Purchases of investments                                             (43,885)                (60,013)
     Maturities of investments                                             31,519                  66,271
                                                                         --------                --------
     Net cash (used in) provided by investing activities                  (16,534)                  1,087
                                                                         --------                --------

Financing Activities:
     Treasury shares acquired under repurchase programs                      (657)                 (8,857)
     Exercise of stock options and other                                      253                     899
     Cash dividends paid                                                   (2,217)                 (2,217)
                                                                         --------                --------
     Net cash used in financing activities                                 (2,621)                (10,175)
                                                                         --------                --------

     Effect of exchange rates on cash                                        (956)                   (101)
                                                                         --------                --------

Increase (decrease) in cash and cash equivalents                            7,256                    (362)
Cash and cash equivalents, beginning of period                              5,548                   5,545
                                                                         --------                --------

Cash and cash equivalents, end of period                                  $12,804                  $5,183
                                                                         ========                ========

Supplemental Cash Flow Information
     Cash paid during the period for:
       Income taxes                                                        $6,890                  $3,275
                                                                         --------                --------

     Non-cash transactions:
       Net transfers of inventory to fixed assets
         for use as demonstration equipment                                $5,129                  $5,925
                                                                         --------                --------
</TABLE>


                 See notes to consolidated financial statements


                                        3
<PAGE>

                        Datascope Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                 (Unaudited, in thousands except per share data)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include
the accounts of Datascope Corp. and its subsidiaries (the "Company" - which may
be referred to as "our", "us" or "we"). These statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim information, and with the instructions to Form 10Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. Operating results for interim
periods are not necessarily indicative of results that may be expected for the
full year.

Preparation of the Company's financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts in the financial
statements and accompanying notes. Actual results could differ from those
estimates. For further information, refer to the consolidated financial
statements and footnotes included in the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 2002.

We have reclassified certain prior year information to conform with the current
year presentation.

2. Inventories

Inventories are stated at the lower of cost or market, with cost determined on a
first-in, first-out basis.
                                             ------------          -----------
                                                March 31,             June 30,
                                                 2003                   2002
                                             ------------          -----------
                   Materials                      $23,267              $21,301
                   Work in Process                 10,304                9,228
                   Finished Goods                  21,588               21,401
                                             ------------         ------------
                                                  $55,159              $51,930
                                             ============         ============

3.  Stockholders' Equity

Changes in the components of stockholders' equity for the nine months ended
March 31, 2003 were as follows:


                   Net earnings                                        $17,046
                   Foreign currency translation adjustments              1,932
                   Common stock and additional paid-in
                         capital effects of stock option activity          253
                   Cash dividends on common stock                       (2,217)
                   Purchases under stock repurchase plans                 (657)
                                                                  ------------
                   Total increase in stockholders' equity              $16,357
                                                                  ============


                                        4
<PAGE>

                        Datascope Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                 (Unaudited, in thousands except per share data)

4.  Earnings Per Share

In accordance with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share", we disclose both Basic and Diluted Earnings Per Share. The
reconciliation of Basic Earnings Per Share to Diluted Earnings Per Share is as
follows:

<TABLE>
<CAPTION>
----------------------------------      --------------------------------------------    -------------------------------------------
For Three Months Ended                                March 31, 2003                                  March 31, 2002
----------------------------------      --------------------------------------------    -------------------------------------------
                                            Net                         Per Share           Net                         Per Share
Basic EPS                                 Earnings        Shares          Amount          Earnings         Shares         Amount
-------------                           -------------  -------------   -------------    -------------   -------------   -----------
<S>                                     <C>            <C>             <C>              <C>             <C>             <C>
Earnings available to
   common shareholders                        $6,371         14,769           $0.43           $6,026          14,778         $0.41

Diluted EPS
Options issued to employees                       --             49              --               --             172         (0.01)
                                        -------------  -------------   -------------    -------------   -------------   -----------

Earnings available to
   common shareholders
   plus assumed conversions                   $6,371         14,818           $0.43           $6,026          14,950         $0.40
                                        =============  =============   =============    =============   =============   ===========
</TABLE>

<TABLE>
<CAPTION>

----------------------------------      --------------------------------------------    -------------------------------------------
For Nine Months Ended                                 March 31, 2003                                  March 31, 2002
----------------------------------      --------------------------------------------    -------------------------------------------
                                            Net                         Per Share           Net                         Per Share
Basic EPS                                 Earnings        Shares          Amount          Earnings         Shares         Amount
                                        -------------  -------------   -------------    -------------   -------------   -----------
<S>                                          <C>             <C>              <C>             <C>             <C>            <C>
Earnings available to
   common shareholders                       $17,046         14,775           $1.15           $7,655          14,805         $0.52

Diluted EPS
Options issued to employees                       --             65              --               --             294         (0.01)
                                        -------------  -------------   -------------    -------------   -------------   -----------

Earnings available to
   common shareholders
   plus assumed conversions                  $17,046         14,840           $1.15           $7,655          15,099         $0.51
                                        =============  =============   =============    =============   =============   ===========
</TABLE>

5.  Comprehensive Income

In accordance with Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income", we disclose comprehensive income and its
components. For the three and nine month periods ended March 31, 2003 and 2002
our comprehensive income was as follows:

<TABLE>
<CAPTION>
                                                            Nine Months Ended                Three Months Ended
                                                       -----------------------------    -----------------------------
                                                         3/31/03         3/31/02          3/31/03         3/31/02
                                                       -------------   -------------    -------------   -------------
         <S>                                           <C>             <C>              <C>             <C>
         Net earnings                                       $17,046          $7,655           $6,371          $6,026
         Foreign currency translation
              gain (loss)                                     1,932             376              623            (544)
                                                       -------------   -------------    -------------   -------------
         Total comprehensive income                         $18,978          $8,031           $6,994          $5,482
                                                       =============   =============    =============   =============
</TABLE>

                                        5
<PAGE>

                        Datascope Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                 (Unaudited, in thousands except per share data)

6. Segment Information

Our business is the development, manufacture and sale of medical devices. We
have two reportable segments, Cardiac Assist / Monitoring Products and Collagen
Products / Vascular Grafts.

The Cardiac Assist / Monitoring Products segment includes electronic
intra-aortic balloon pumps and catheters that are used in the treatment of
cardiovascular disease and electronic physiological monitors that provide for
patient safety and management of patient care.

The Collagen Products / Vascular Grafts segment includes extravascular
hemostasis devices which are used to seal arterial puncture wounds to stop
bleeding after cardiovascular catheterization procedures and a proprietary line
of knitted and woven vascular grafts and patches for reconstructive vascular and
cardiovascular surgery.

We have aggregated our product lines into two segments based on similar
manufacturing processes, distribution channels, regulatory environments and
customers. Management evaluates the revenue and profitability performance of
each of our product lines to make operating and strategic decisions. We have no
intersegment revenue. Net sales and operating earnings are shown below.

<TABLE>
<CAPTION>
                                                Cardiac           Collagen
                                                Assist /         Products /          Corporate
                                               Monitoring         Vascular              and
                                                Products           Grafts            Other (a)         Consolidated
                                             ---------------    --------------     --------------     ---------------
<S>                                          <C>                <C>                <C>                <C>
-----------------------------------------
Three months ended March 31, 2003
-----------------------------------------
Net sales to external customers                     $66,688           $17,701               $311             $84,700
                                             ---------------    --------------     --------------     ---------------
Operating earnings (loss)                            $9,035           ($1,187)            $1,139              $8,987
                                             ---------------    --------------     --------------     ---------------

-----------------------------------------
Three months ended March 31, 2002
-----------------------------------------
Net sales to external customers                     $59,816           $21,369               $215             $81,400
                                             ---------------    --------------     --------------     ---------------
Operating earnings                                   $4,745            $1,895             $1,767              $8,407
                                             ---------------    --------------     --------------     ---------------

-----------------------------------------
Nine months ended March 31, 2003
-----------------------------------------
Net sales to external customers                    $184,770           $53,494               $936            $239,200
                                             ---------------    --------------     --------------     ---------------
Operating earnings (b)                              $20,497              $430             $3,404             $24,331
                                             ---------------    --------------     --------------     ---------------

-----------------------------------------
Nine months ended March 31, 2002
-----------------------------------------
Net sales to external customers                    $171,429           $58,432               $739            $230,600
                                             ---------------    --------------     --------------     ---------------
Operating earnings (c)                              $11,027              $682               $800             $12,509
                                             ---------------    --------------     --------------     ---------------
</TABLE>

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
Reconciliation to consolidated earnings             Nine Months Ended                     Three Months Ended
    before income taxes :                       3/31/03            3/31/02            3/31/03            3/31/02
-----------------------------------------    ---------------    --------------     --------------     ---------------
<S>                                                 <C>               <C>                 <C>                 <C>
Consolidated operating earnings                     $24,331           $12,509             $8,987              $8,407
Interest income, net                                  1,151             1,390                520                 383
Other (expense) income                                 (176)             (364)              (137)                  6
                                             ---------------    --------------     --------------     ---------------
Consolidated earnings before taxes                  $25,306           $13,535             $9,370              $8,796
                                             ===============    ==============     ==============     ===============
</TABLE>

(a) Net sales of life science products by Genisphere are included within
    Corporate and Other.

(b) Operating earnings for Corporate and Other for the nine months ended March
    31, 2003 includes the gain on legal settlement of $3.0 million.

(c) Operating earnings for the nine months ended March 31, 2002 includes
    restructuring charges of $5.9 million for the Cardiac Assist / Monitoring
    Products segment and $5.6 million for the Collagen Products / Vascular
    Grafts segment.


                                        6
<PAGE>

                        Datascope Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                 (Unaudited, in thousands except per share data)

7. Restructuring Charges

In fiscal 2002, we recorded restructuring charges totaling $11.5 million. The
restructuring charges consisted of the following.

o   severance expenses, asset writedowns and contractual obligations related to
    the closure of the VasoSeal manufacturing and R&D facility in Vaals, The
    Netherlands and severance expenses for U.S. employees.

o   asset write-downs, severance expenses and contractual and incremental
    obligations associated with exiting the coronary stent sales business in
    Europe, including the resulting impairment of our investments in AMG and
    QualiMed.

o   closure of an unprofitable Cardiac Assist direct sales operation in a
    European country.

o   workforce reductions in Patient Monitoring.

The workforce reductions totaled 151 employees or 11% of the Company's worldwide
employment. Severance accrued for terminated employees and contractual
obligations will be paid in cash by the end of fiscal 2003. No additional
expenditures are necessary to complete the restructuring programs. A summary of
the restructuring charges and remaining liability at March 31, 2003 is shown
below.

<TABLE>
<CAPTION>
                                                            Cardiac                        Patient
                                            VasoSeal         Assist         Stents        Monitoring         Total
                                          -------------   -------------  -------------   -------------   ---------------
<S>                                       <C>             <C>            <C>             <C>             <C>
FY 2002 Restructuring Programs
      Asset Write-downs (Non-Cash)              $1,807            $ --         $4,011            $ --            $5,818
      Severance Expenses                         3,552             374            639             420             4,985
      Contractual Obligations                      355              55            250              --               660
                                          -------------   -------------  -------------   -------------   ---------------
Total Restructuring Charges                      5,714             429          4,900             420            11,463
                                          -------------   -------------  -------------   -------------   ---------------

Utilized through March 31, 2003
      Asset Write-downs (Non-Cash)               1,807              --          4,011              --             5,818
      Severance Expenses                         3,357             374            639             420             4,790
      Contractual Obligations                      258              55            174              --               487
                                          -------------   -------------  -------------   -------------   ---------------
Remaining Balance March 31, 2003                  $292            $ --            $76            $ --              $368
                                          =============   =============  =============   =============   ===============
</TABLE>


                                        7
<PAGE>

                        Datascope Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                 (Unaudited, in thousands except per share data)

8. Stock-Based Compensation

We adopted Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," ("SFAS No. 123") in fiscal 1997 and Statement of
Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation
- Transition and Disclosure - an amendment of FASB Statement No. 123," ("SFAS
No. 148") in January 2003. We continue to account for our employee stock-based
awards using the intrinsic value method in accordance with APB Opinion No. 25
"Accounting for Stock Issued to Employees." Under APB Opinion No. 25, because
the exercise price of our employee stock options equals the market price of the
underlying stock on the date of grant, no compensation expense is recognized.

In accordance with SFAS No. 123, and as amended by SFAS No. 148, the fair value
of option grants is estimated on the date of grant using an option-pricing
model. Had the fair value method of accounting been applied to our stock option
plans, pro forma net earnings and earnings per share would have been reported as
the following pro forma amounts:

<TABLE>
<CAPTION>
                                                      Nine Months Ended                  Three Months Ended
                                                          March 31,                          March 31,
                                               --------------------------------     -----------------------------
                                                    2003              2002             2003             2002
                                               ---------------     ------------     ------------     ------------
<S>                                            <C>                 <C>              <C>              <C>
Net earnings - as reported                            $17,046           $7,655           $6,371           $6,026
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects                             (2,035)          (3,918)            (688)          (2,071)
                                               ---------------     ------------     ------------     ------------
Net earnings - pro forma                              $15,011           $3,737           $5,683           $3,955
                                               ===============     ============     ============     ============
Earnings per share:
      Basic - as reported                               $1.15            $0.52            $0.43            $0.41
                                               ===============     ============     ============     ============
      Basic - pro forma                                 $1.02            $0.25            $0.38            $0.27
                                               ===============     ============     ============     ============
      Diluted - as reported                             $1.15            $0.51            $0.43            $0.40
                                               ===============     ============     ============     ============
      Diluted - pro forma                               $1.01            $0.25            $0.38            $0.26
                                               ===============     ============     ============     ============
</TABLE>

This pro forma impact only takes into account options granted since July 1, 1995
and is likely to increase in future years as additional options are granted and
amortized ratably over the respective vesting period.


                                        8
<PAGE>

                        Datascope Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                 (Unaudited, in thousands except per share data)


9. Recent Accounting Pronouncements

In December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure - an
amendment of FASB Statement No. 123." SFAS No. 148 provides alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation and amends certain disclosure
requirements of SFAS No. 123. The Company will continue to account for
stock-based compensation using the intrinsic value method. The Company has
adopted the disclosure requirements prescribed by SFAS No. 148 as of March 31,
2003.

In January 2003, the Financial Accounting Standards Boards issued FASB
Interpretation No. (FIN) 46, "Consolidation of Variable Entities." FIN 46
provides guidance on: (1) the identification of entities for which control is
achieved through means other than through voting rights and (2) how to determine
when and which business enterprise should consolidate such entities. In
addition, FIN 46 requires that any enterprises with a significant variable
interest in these types of entities make additional disclosures in all financial
statements initially issued after January 31, 2003. The Company does not
anticipate the adoption of this Interpretation will have any impact on its
financial statements.

In April 2003, the Financial Accounting Standards Board issued SFAS No. 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities."
SFAS No. 149 amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities under SFAS 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS 149 is effective for
contracts entered into or modified after June 30, 2003. The adoption of SFAS No.
149 is not expected to have a significant impact on the Company's financial
statements.


                                       9

<PAGE>

                        Datascope Corp. and Subsidiaries

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Results of Operations

   Third quarter and first nine months of fiscal 2003 compared to the
   corresponding periods last year.

   Net Sales

      Net sales were $84.7 million in the third quarter and $239.2 million in
      the first nine months of fiscal 2003 representing an increase of 4%,
      compared to the third quarter and first nine months of fiscal 2002.

         Sales of the Cardiac Assist / Monitoring Products segment were $66.7
         million compared to $59.8 million in the third quarter and $184.8
         million in the first nine months of fiscal 2003 compared to $171.4
         million last year.

            Sales of cardiac assist products increased 14% to $31.6 million in
            the third quarter, reflecting strong worldwide sales of intra-aortic
            balloon pumps, higher international sales of balloon (IAB)
            catheters, the favorable effect of foreign exchange translation and
            comparison to a weak third quarter last year. Sales of IAB catheters
            to the Company's distributor in Japan increased in the third
            quarter, after declining in the first and second quarters, as the
            distributor resumed its normal purchasing patterns. Sales of the
            new, premium-priced Fidelity(TM) 8 Fr. IAB catheter continued to
            grow, accounting for 51% of total IAB catheter sales in the third
            quarter. Sales of cardiac assist products in the first nine months
            of fiscal 2003 were $85.9 million compared to $81.8 million last
            year.

            Sales of patient monitoring products rose 9% to $35.1 million in the
            third quarter, driven by increased sales of wireless central
            monitoring systems, Masimo SET(R)1 pulse oximetry sensors and
            Accutorr(R) Plus noninvasive blood pressure monitors. Shipments of
            the new Anestar(TM) anesthesia delivery system also contributed to
            the sales increase. Sales of patient monitoring products in the
            first nine months of fiscal 2003 were $98.9 million compared to
            $89.6 million last year.

            During the third quarter the Company introduced the Spectrum(TM) and
            Trio(TM) multi-function patient monitors. The Spectrum monitor is a
            battery-powered, portable bedside monitor for the high-end, critical
            care market, a $650 million market segment. The Trio is a compact
            and highly portable monitor with applications in a wide variety of
            hospital and outpatient settings. It is aimed at price sensitive
            markets such as surgery centers, general hospital applications and
            international markets. The Trio should enable Datascope to expand
            its share of an estimated $80 million low cost monitor market.
            Shipments of Spectrum in the U.S. and to international markets began
            in the third quarter. Shipments of Trio to international markets
            began in the third quarter and U.S.

----------
(1) Masimo SET is a registered trademark of Masimo Corp.


                                       10
<PAGE>

            sales are expected to begin in the first half of fiscal 2004 when
            FDA market clearance is expected.

         Sales of the Collagen Products / Vascular Grafts segment were $17.7
         million compared to $21.4 million in the third quarter last year and
         $53.5 million in the first nine months of fiscal 2003 compared to $58.4
         million last year.

            In the third quarter, sales of VasoSeal arterial puncture sealing
            devices decreased 28% to $9.7 million, as strong competitive
            pressures in the market continued. Sales of VasoSeal in the first
            nine months of fiscal 2003 were $31.4 million compared to $39.1
            million last year. During the third quarter, the Company introduced
            the Elite(TM) product, the next-generation VasoSeal, and began
            shipments to a limited number of hospitals. While application of
            prior generation VasoSeal products has been largely restricted to
            diagnostic cases, many of the Elite customers have begun using Elite
            for interventional cases as well. User response to Elite has been
            very favorable and suggests that this product will improve
            VasoSeal's competitive position.

            Production problems that arose shortly after manufacturing of Elite
            began have interrupted the Company's ability to manufacture and fill
            customers' orders and delayed the full market launch of VasoSeal
            Elite. The Company believes that the manufacturing problems have
            been resolved and plans for shipments to restart in June. However,
            the Company estimates that the Elite production problems and
            associated sales shortfall will have an adverse effect on fourth
            quarter earnings per share of approximately 16 cents.

            Sales of InterVascular, Inc. increased 4% to $7.9 million in the
            third quarter, primarily reflecting the positive effect of a weaker
            U.S. dollar on international sales in direct markets, increased
            sales of the InterGard Silver(TM) anti-microbial graft in Europe and
            a modest increase in U.S. sales. Sales of InterVascular in the first
            nine months of fiscal 2003 were $21.6 million compared to $18.5
            million last year.

      The weaker U.S. dollar compared to the Euro and the British Pound
      increased total sales by approximately $2.3 million in the third quarter
      of fiscal 2003 ($1.6 million for the Cardiac Assist / Monitoring Products
      segment and $0.7 million for the Collagen Products / Vascular Grafts
      segment) and $4.4 million for the first nine months of fiscal 2003 ($2.9
      million for the Cardiac Assist / Monitoring Products segment and $1.5
      million for the Collagen Products / Vascular Grafts segment).

   Gross Profit (Net Sales Less Cost of Sales)

      The gross profit percentage was 57.5% for the third quarter of fiscal 2003
      compared to 57.2% for the corresponding period last year. The increased
      gross margin percentage was primarily due to an improved gross margin in
      the Cardiac Assist / Monitoring Products segment, as a result of cost
      reduction programs and higher average selling prices. Partially offsetting
      the above were costs associated with the Elite production problem and the
      effect of a less favorable sales mix. The gross profit percentage was
      58.0% for the first nine months of fiscal 2003 compared to 58.8% for the
      same period last year. The reduced gross profit percentage in the first
      nine months of fiscal 2003 was primarily attributable to a less favorable
      sales mix. In addition, for the first nine months of fiscal 2003, the
      gross margin was favorably


                                       11
<PAGE>

      impacted by an insurance settlement of $500 thousand recorded in the first
      quarter related to unusable collagen inventory, which was reserved for in
      June 1997, with a charge to cost of sales. Datascope filed a claim under
      its property insurance policy for the unusable collagen inventory. When
      the Company received the insurance settlement of $500 thousand, in the
      first quarter of fiscal 2003, the settlement was accounted for as a
      reduction to cost of sales, consistent with the accounting treatment for
      the related inventory reserve.

   Research and Development (R&D)

      We continued our companywide focus on new product development and
      improvements of existing products in the third quarter and first nine
      months of fiscal 2003. Spending on R&D reflects investment in new product
      development programs, sustaining R&D on existing products, regulatory
      compliance and clinical evaluations. R&D expenses increased 8% to $7.5
      million in the third quarter of fiscal 2003, equivalent to 8.8% of sales
      compared to $6.9 million, or 8.5% of sales for the third quarter last
      year. R&D expenses increased 16% to $21.8 million in the first nine months
      of fiscal 2003, equivalent to 9.1% of sales compared to $18.8 million, or
      8.2% of sales for the same period last year.

      R&D expenses for the Cardiac Assist / Monitoring Products segment
      increased 6% to $4.7 million in the third quarter and 16% to $14.2 million
      for the first nine months of fiscal 2003, with the increases primarily due
      to new product development projects in Patient Monitoring.

      R&D expenses for the Collagen Products / Vascular Grafts segment increased
      11% to $2.1 million in the third quarter and 17% to $5.9 million for the
      first nine months of fiscal 2003, with the increases primarily due to new
      product development projects in InterVascular.

      The balance of consolidated R&D is in Corporate and Other and amounted to
      $0.7 million and $1.6 million in the third quarter and first nine months
      of fiscal 2003 compared to $0.6 million and $1.5 million for the
      comparable periods last year, respectively.

   Selling, General & Administrative Expenses (SG&A)

      SG&A expenses increased 3% to $32.3 million in the third quarter of fiscal
      2003, or 38.1% of sales compared to $31.2 million, or 38.3% of sales in
      the third quarter last year. SG&A expenses increased 3% to $95.6 million,
      or 40.0% of sales, in the first nine months of fiscal 2003, compared to
      $92.8 million, or 40.3% of sales, for the same period last year.

      SG&A expenses for the Cardiac Assist / Monitoring Products segment
      increased 4% to $22.0 million in the third quarter of fiscal 2003 and 4%
      to $62.4 million in the first nine months of fiscal 2003, with the
      increases primarily attributable to higher selling expenses as a result of
      filling open positions and costs associated with the increased sales.

      SG&A expenses for the Collagen Products / Vascular Grafts segment
      decreased 3% to $12.2 million in the third quarter of fiscal 2003, with
      the decline primarily due to lower selling and marketing expenses in
      Collagen Products. For the nine month period, SG&A expenses increased 1%
      to $35.4 million, primarily as a result of expenses associated


                                       12
<PAGE>

      with the buildup of the U.S. direct field force for InterVascular.

      Segment SG&A expenses include fixed corporate G&A charges that are offset
      in Corporate and Other.

      The weaker U.S. dollar compared to the Euro and the British Pound
      increased SG&A expenses by approximately $1.4 million in the third quarter
      and $3.0 million for the first nine months of fiscal 2003.

      Gain on Legal Settlement

         On July 21, 1999, Datascope Corp. instituted patent infringement
         litigation relating to a vascular sealing method against Vascular
         Solutions, Inc. in the United States District Court, District of
         Minnesota. In that litigation Datascope's complaint alleged that the
         manufacture, use and/or sale of Vascular Solutions' Duett device
         infringed Datascope's United States Patent No. 5,725,498. At the end of
         November 2002, the parties settled the matter. Pursuant to the
         settlement, Vascular Solutions paid Datascope $3.75 million and
         Datascope granted Vascular Solutions a limited, non-exclusive patent
         license. In the second quarter of fiscal 2003, we recorded an after-tax
         gain on the settlement, net of related legal expenses, of $1.9 million
         or $0.13 per diluted share.

      Restructuring Charges

         In fiscal 2002, we recorded restructuring charges totaling $11.5
         million The restructuring charges consisted of the following.

         o severance expenses, asset write-downs and contractual obligations
           related to the closure of the VasoSeal manufacturing and R&D facility
           in Vaals, the Netherlands, and severance expenses for U.S. employees.

         o asset write-downs, severance expenses and contractual and incremental
           obligations associated with exiting the coronary stent sales business
           in Europe, including the resulting impairment of our investments in
           AMG and QualiMed.

         o closure of an unprofitable Cardiac Assist direct sales operation in a
           European country.

         o workforce reductions in Patient Monitoring.

         The workforce reductions totaled 151 employees or 11% of the Company's
         world-wide employment. Severance accrued for terminated employees and
         contractual obligations will be paid in cash by the end of fiscal 2003.
         No additional expenditures are necessary to complete the restructuring
         programs.


                                       13
<PAGE>

   Other Income and Expense

      Interest income was $0.5 million in the third quarter compared to $0.4
      million last year. The increase in interest income in the third quarter of
      fiscal 2003 was primarily the result of a higher average portfolio balance
      ($51.7 million vs. $35.8 million), partially offset by a decrease in the
      average yield from 3.8% to 2.9%. Interest income was $1.2 million in the
      first nine months of fiscal 2003 compared to $1.4 million in the same
      period last year with the decrease primarily due to the decline in the
      average yield on the portfolio.

   Income Taxes

      In the third quarter and first nine months of fiscal 2003, the
      consolidated effective tax rate was 32.0% and 32.6%, respectively,
      compared to 31.5% and 43.4% for the corresponding periods last year. The
      consolidated effective tax rate in the first nine months last year was not
      a meaningful percentage because taxes were significantly impacted by
      expenses related to the restructuring programs in the first and second
      quarters that were not deductible for tax purposes, primarily in
      international businesses. The effect on the consolidated tax rate of the
      gain on legal settlement in fiscal 2003 and the restructuring charge in
      fiscal 2002 was 0.6% and 11.9%, respectively. The remaining increase in
      the consolidated effective tax rate in the fiscal 2003 periods was
      primarily attributable to an increase in state income tax rates.

   Net Earnings

      Net earnings were $6.4 million or $0.43 per diluted share in the third
      quarter of fiscal 2003 compared to $6.0 million, or $0.40 per diluted
      share for the same period last year. The increased earnings primarily
      reflect an increased gross margin from the higher sales partially offset
      by increased R&D and SG&A expenses, as discussed above.

      Net earnings in the first nine months of fiscal 2003 were $17.0 million or
      $1.15 per diluted share compared to $7.7 million or $0.51 per diluted
      share last year. The increased earnings in fiscal 2003 primarily reflects
      an increased gross margin from the higher sales, the gain on legal
      settlement ($3.0 million pre-tax), and the negative impact on earnings
      last year as a result of the restructuring charges ($11.5 million pre-tax)
      partially offset by higher R&D and SG&A expenses, as discussed above.

   Liquidity and Capital Resources

      Working capital was $132.2 million at March 31, 2003, compared to $118.2
      million at June 30, 2002. The current ratio was at 3.7:1 compared to
      3.4:1. The increase in working capital was primarily the result of an
      increase in cash and short-term investments ($19.0 million) and a decrease
      in current liabilities ($1.2 million), partially offset by a decrease in
      accounts receivable ($9.2 million).

      In the first nine months of fiscal 2003, cash provided by operations was
      $27.4 million compared to $8.8 million last year. The increase is
      primarily attributable to the higher net earnings, depreciation and
      amortization and a decrease in accounts receivable. Net cash used in
      investing activities was $16.5 million, attributable to purchases of
      investments of $43.9 million and the purchase of $4.2 million of property,
      plant and equipment, offset by $31.5 million for maturities of
      investments. Net cash used in


                                       14

<PAGE>

      financing activities was $2.6 million, due to $2.2 million dividends paid
      and stock repurchases of $0.7 million, offset by stock option activity of
      $0.3 million.

      We believe our financial resources are sufficient to meet our projected
      cash requirements. The moderate rate of current U.S. inflation has not
      significantly affected the Company.

   Information Concerning Forward Looking Statements

      This Management's Discussion and Analysis of Financial Condition and
      Results of Operations contains forward-looking statements that involve
      risks and uncertainties that could cause actual results to differ
      materially from those projected in the forward-looking statements as a
      result of many important factors. Many of these important factors cannot
      be predicted or quantified and are outside our control, including the
      possibility that the restart of shipments of Elite will be delayed beyond
      June because production problems have not been resolved, that sales of
      Elite will not improve VasoSeal's competitive position, that FDA clearance
      will not be received in time to begin sales of the new Trio monitor in the
      first half of fiscal 2004, market conditions may change, particularly as
      the result of competitive activity in the cardiac assist, vascular sealing
      and other markets served by the Company, the Company's dependence on
      certain unaffiliated suppliers (including single source manufacturers) for
      Patient Monitoring, Cardiac Assist and VasoSeal products and the Company's
      ability to gain market acceptance for new products. Additional risks are
      the ability of the Company to successfully introduce new products,
      continued demand for the Company's products generally, rapid and
      significant changes that characterize the medical device industry and the
      ability to continue to respond to such changes, the uncertain timing of
      regulatory approvals, as well as other risks detailed in documents filed
      by Datascope with the Securities and Exchange Commission.

   Critical Accounting Policies

      As discussed in Note 1 to the Consolidated Financial Statements, the
      Company's financial statements have been prepared in accordance with
      accounting principles generally accepted in the United States. The
      preparation of these financial statements requires management to make
      estimates and assumptions that affect the reported amount of assets and
      liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and the reported amount of revenues and
      expenses for each period. Management regularly evaluates its estimates and
      assumptions on an on-going basis and adjusts as necessary to accurately
      reflect current conditions. These estimates and assumptions are based on
      current and historical experience, on information from third party
      professionals and on various other factors that are believed to be
      reasonable under the circumstances. Actual results could differ from those
      estimates. Management believes that the following are its critical
      accounting policies and estimates:


                                       15
<PAGE>

       o Allowance for Doubtful Accounts

         We maintain an allowance for doubtful accounts for estimated losses
         resulting from the inability of our customers to make required
         payments. This allowance is used to state trade receivables at
         estimated net realizable value. We rely on prior experience to estimate
         cash which ultimately will be collected from the gross receivables
         balance at quarter-end. Such amount cannot be known with certainty at
         the financial statement date. We maintain a specific allowance for
         customer accounts that we know may not be collectible due to customer
         liquidity issues. We also maintain a general allowance for estimated
         future collection losses on existing receivables that arise from
         customer accounts which do not reflect the inability to pay at the
         financial statement date, but may later be fully or partially
         uncollectable.

       o Inventory Valuation

         We value our inventories at the lower of cost or market. Cost is
         determined by the "first-in, first-out" (FIFO) method. Inventory
         reserves are recorded to report inventory at its estimated fair market
         value. A reserve is recorded for inventory specifically identified as
         slow-moving or obsolete. In addition, a general reserve is recorded
         based upon the Company's historical experience with inventory becoming
         obsolete due to age, changes in technology and other factors.

       o Goodwill Valuation

         Goodwill represents the excess of the cost over the fair value of net
         assets acquired in business combinations. Goodwill is not amortized and
         is subject to the impairment rules of SFAS 142, which the Company
         adopted in the first quarter of fiscal 2002. Goodwill is tested for
         impairment on an annual basis or more frequently if changes in
         circumstances or the occurrence of events suggest an impairment may
         exist. The Company determines the fair market value of its reporting
         units using estimates of projected cash flows.

       o Income Taxes

         Datascope operates in multiple tax jurisdictions with different tax
         rates and must determine the allocation of income to each of these
         jurisdictions based on estimates and assumptions. In the normal course
         of business, the Company will undergo scheduled reviews by taxing
         authorities regarding the amount of taxes due. These reviews include
         questions regarding the timing and amount of deductions and the
         allocation of income among various tax jurisdictions. Tax reviews
         frequently require an extended period of time to resolve and may result
         in income tax adjustments if changes to the allocation are required
         between jurisdictions with different tax rates.

       o Pension Plan Actuarial Assumptions

         The Company sponsors pension plans covering substantially all of its
         employees who meet the applicable eligibility requirements. The Company
         uses several actuarial and other statistical factors which attempt to
         anticipate future events in calculating its expense and liability
         related to its pension plans. These factors include assumptions about
         discount rate, expected return on plan assets and rate


                                       16
<PAGE>

         of future compensation increases. In addition, the Company's actuarial
         consultants also utilize subjective assumptions, such as withdrawal and
         mortality rates, to estimate these factors. The actuarial assumptions
         used by the Company may differ materially from actual results due to
         the changing market and economic conditions, higher or lower withdrawal
         rates or longer or shorter life spans of participants. These
         differences, depending on their magnitude, could have a significant
         impact on the amount of pension expense recorded by the Company in any
         particular period.

   Recent Accounting Pronouncements

      In December 2002, the Financial Accounting Standards Board issued SFAS No.
      148, "Accounting for Stock-Based Compensation - Transition and Disclosure
      - an amendment of FASB Statement No. 123." SFAS No. 148 provides
      alternative methods of transition for a voluntary change to the fair value
      based method of accounting for stock-based employee compensation and
      amends certain disclosure requirements of SFAS No. 123. The Company will
      continue to account for stock-based compensation using the intrinsic value
      method. The Company has adopted the disclosure requirements prescribed by
      SFAS No. 148 as of March 31, 2003.

      In January 2003, the Financial Accounting Standards Boards issued FASB
      Interpretation No. (FIN) 46, "Consolidation of Variable Entities." FIN 46
      provides guidance on: (1) the identification of entities for which control
      is achieved through means other than through voting rights and (2) how to
      determine when and which business enterprise should consolidate such
      entities. In addition, FIN 46 requires that any enterprises with a
      significant variable interest in these types of entities make additional
      disclosures in all financial statements initially issued after January 31,
      2003. The Company does not anticipate the adoption of this Interpretation
      will have any impact on its financial statements

      In April 2003, the Financial Accounting Standards Board issued SFAS No.
      149, "Amendment of Statement 133 on Derivative Instruments and Hedging
      Activities." SFAS No. 149 amends and clarifies financial accounting and
      reporting for derivative instruments, including certain derivative
      instruments embedded in other contracts and for hedging activities under
      SFAS 133, "Accounting for Derivative Instruments and Hedging Activities."
      SFAS 149 is effective for contracts entered into or modified after June
      30, 2003. The adoption of SFAS No. 149 is not expected to have a
      significant impact on the Company's financial statements.


                                       17
<PAGE>

   Item 3. Quantitative and Qualitative Disclosures About Market Risk

      Due to the global nature of our operations, we are subject to the
      exposures that arise from foreign exchange rate fluctuations. Our
      objective in managing the exposure to foreign currency fluctuations is to
      minimize net earnings volatility associated with foreign exchange rate
      changes. We enter into foreign currency forward exchange contracts to
      hedge a substantial portion of the foreign currency transactions which are
      primarily related to certain intercompany receivables denominated in
      foreign currencies. Our hedging activities do not subject us to exchange
      rate risk because gains and losses on these contracts offset losses and
      gains on the assets, liabilities and transactions being hedged.

      We do not use derivative financial instruments for trading purposes. None
      of our foreign currency forward exchange contracts are designated as
      economic hedges of our net investment in foreign subsidiaries. As a
      result, no foreign currency transaction gains or losses were recorded in
      cumulative translation adjustment for the nine month periods ended
      March 31, 2003 and 2002.

      As of March 31, 2003, we had a notional amount of $15.4 million of foreign
      exchange forward contracts outstanding, which were in Euros and British
      pounds. The foreign exchange forward contracts generally have maturities
      that do not exceed 12 months and require us to exchange foreign currencies
      for U.S. dollars at maturity, at rates agreed to when the contract is
      signed.

   Item 4. Controls and Procedures

      The Company maintains disclosure controls and procedures that are designed
      to ensure that information required to be disclosed in the Company's
      Exchange Act reports is recorded, processed, summarized and reported
      within the time periods specified in the Securities and Exchange
      Commission's rules and forms, and that such information is accumulated and
      communicated to the Company's management, including its Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow timely
      decisions regarding required disclosure. In designing and evaluating the
      disclosure controls and procedures, management recognizes that any
      controls and procedures, no matter how well designed and operated, can
      provide only reasonable assurance of achieving the desired control
      objectives, and management necessarily is required to apply its judgment
      in evaluating the cost-benefit relationship of possible controls and
      procedures.

      Within 90 days prior to the date of this report, the Company carried out
      an evaluation, under the supervision and with the participation of the
      Company's management, including the Company's Chief Executive Officer and
      the Company's Chief Financial Officer, of the effectiveness of the
      Company's disclosure controls and procedures. Based on the foregoing, the
      Company's Chief Executive Officer and Chief Financial Officer concluded
      that the Company's disclosure controls and procedures were effective.

      There have been no significant changes in the Company's internal controls
      or in other factors that would significantly affect the internal controls
      subsequent to the date the Company completed its evaluation.


                                       18
<PAGE>

Part II: OTHER INFORMATION

   Item 1. Legal Proceedings

      On January 28, 2003, Sanmina-SCI, a supplier to the Company, filed a
      complaint in the Superior Court of California, County of Santa Clara,
      claiming that the Company is obligated to purchase excess inventory of
      Sanmina-SCI. Sanmina-SCI seeks damages of $1.2 million, plus material
      markup, carrying costs and interest. In response, the Company filed its
      answer denying the allegations of the Complaint and counter-claimed for
      damages the Company suffered in the amount of $2.3 million for
      Sanmina-SCI's breach of its obligation to the Company. The Company
      believes it has meritorious defenses and a meritorious counter-claim and
      intends to vigorously proceed in this matter.

      As we previously reported, on April 2, 2002, the United States District
      Court for New Jersey dismissed a shareholder's derivative complaint
      against the Company and several of its directors. The action, which is
      known as Shaev v. Saper et al., alleges that the Company issued a proxy
      statement on October 27, 2000 that contained false and misleading
      statements about certain management incentive plans under which Mr. Saper
      received compensation, and that certain directors of the Company had
      breached their duties by approving payments of compensation to Mr. Saper
      in excessive amounts. Neither side conducted any discovery proceedings in
      the case prior to dismissal. Plaintiff appealed from the order of
      dismissal to the Third Circuit Court of Appeals (the "Third Circuit"). In
      a decision filed on February 21, 2003, the Third Circuit vacated the
      District Court's order of dismissal and remanded the case for further
      proceedings. In so doing, the Third Circuit noted that for purposes of the
      appeal it was required to accept as true all of the plaintiff's
      allegations and held that the plaintiff stated a cause of action on the
      grounds, among other things, that the proxy statement failed to accurately
      disclose certain matters relating to management incentive plans under
      which Mr. Saper received compensation. The Third Circuit also found that
      dismissal of the complaint for failure by plaintiff to make demand upon
      the Board of Directors prior to bringing a derivative action was not
      appropriate at this preliminary stage of the case. Following remand, the
      parties have begun initial discovery proceedings in the district court.

   Item 6. Exhibits and Reports on Form 8-K

        a.  Exhibits
            99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
            pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
        b.  Reports on Form 8-K. For the quarter for which this report on form
            10-Q is filed, the Registrant filed a Form 8-K dated April 25, 2003,
            pertaining to the Earnings Release of Datascope Corp. dated April
            24, 2003.


                                       19

<PAGE>

      Form 10-Q


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.


                         DATASCOPE CORP.
                         Registrant



                         By: /s/ Lawrence Saper
                             ------------------
                             Chairman of the Board and Chief Executive Officer



                         By:  /s/ Murray Pitkowsky
                              --------------------
                              Senior V.P., Chief Financial Officer and Treasurer



         Dated: May 15, 2003


                                       20
<PAGE>

Certification of Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Quarterly Reports

I, Lawrence Saper, Chairman of the Board and Chief Executive Officer, certify
that:

1. I have reviewed this quarterly report on Form 10-Q of Datascope Corp.

2. Based on my knowledge, this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this quarterly report, fairly present in all material
   respects the financial condition, results of operations and cash flows of the
   registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures (as defined
   in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

   a) designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this quarterly report is being
      prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date"); and

   c) presented in this quarterly report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
   most recent evaluation, to the registrant's auditors and the audit committee
   of registrant's board of directors (or persons performing the equivalent
   function):

   a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The registrant's other certifying officers and I have indicated in this
   quarterly report whether or not there were significant changes in internal
   controls or in other factors that could significantly affect internal
   controls subsequent to the date of our most recent evaluation, including any
   corrective actions with regard to significant deficiencies and material
   weaknesses.


Date:  May 15, 2003
                               /s/ Lawrence Saper
                               -------------------------------------------------
                               Lawrence Saper
                               Chairman of the Board and Chief Executive Officer


                                       21
<PAGE>

Certification of Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Quarterly Reports

I, Murray Pitkowsky, Senior V.P., Chief Financial Officer and Treasurer, certify
that:


1. I have reviewed this quarterly report on Form 10-Q of Datascope Corp.

2. Based on my knowledge, this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this quarterly report, fairly present in all material
   respects the financial condition, results of operations and cash flows of the
   registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures (as defined
   in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

   a) designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this quarterly report is being
      prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date"); and

   c) presented in this quarterly report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
   most recent evaluation, to the registrant's auditors and the audit committee
   of registrant's board of directors (or persons performing the equivalent
   function):

   a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The registrant's other certifying officers and I have indicated in this
   quarterly report whether or not there were significant changes in internal
   controls or in other factors that could significantly affect internal
   controls subsequent to the date of our most recent evaluation, including any
   corrective actions with regard to significant deficiencies and material
   weaknesses.



Date:  May 15, 2003
                              /s/ Murray Pitkowsky
                              --------------------------------------------------
                              Murray Pitkowsky
                              Senior V.P., Chief Financial Officer and Treasurer


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