<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                   FORM 10-Q/A
                                AMENDMENT NO. 1

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

         For the quarterly period ended December 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 000-06516

                                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)                  (Zip Code)

                                 (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 January 31, 2004:
14,788,013.


<PAGE>

Purpose of Amendment

This amendment is being filed to reflect the restatement of the Company's
condensed consolidated statements of cash flows, as discussed in Note 7 thereto,
and other information related to such restatement. Except for Items 1, 2 and 4
of Part I, no other information included in the original report on Form 10-Q is
amended by this Form 10-Q/A.

                                 Datascope Corp.

                                Form 10-Q/A Index
<TABLE>
<CAPTION>


Part I.  FINANCIAL INFORMATION                                                            Page
<S>              <C>                                                                      <C>

     Item 1.     Financial Statements

                 Condensed Consolidated Balance Sheets at
                 December 31, 2003 and June 30, 2003                                         1

                 Condensed Consolidated Statements of Earnings                               2

                 Condensed Consolidated Statements of Cash Flows (As Restated)               3

                 Notes to Condensed Consolidated Financial Statements                      4-7

     Item 2.     Management's Discussion and Analysis of Financial Condition
                 and Results of Operations                                                8-13

     Item 3.     Quantitative and Qualitative Disclosures about Market Risk                 14

     Item 4.     Controls and Procedures                                                    14

Part II.  OTHER INFORMATION

     Item 1.     Legal Proceedings                                                          15

     Item 4.     Submission of Matters to a Vote of Security Holders                        16

     Item 6.     Exhibits and Reports on Form 8-K                                           16

Signatures                                                                                  17

Exhibit 31.1.    Certification of Principal Executive Officer Pursuant to
                 Section 302 of the Sarbanes-Oxley Act of 2002                              18

Exhibit 31.2.    Certification of Principal Financial Officer Pursuant to
                 Section 302 of the Sarbanes-Oxley Act of 2002                              19

Exhibit 32.1.    Certification of Chief Executive Officer and Chief Financial Officer
                 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                  20
</TABLE>


<PAGE>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                        Datascope Corp. and Subsidiaries
                      Condensed Consolidated Balance Sheets
                    (In thousands, except per share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                  Dec 31,        June 30,
                                                                   2003            2003
                                                              ------------     -----------
       Assets                                                                          (a)
       Current Assets:
<S>                                                           <C>              <C>
         Cash and cash equivalents                            $   12,458       $   10,572
         Short-term investments                                   36,453           27,878
         Accounts receivable less allowance for
           doubtful accounts of $2,294 and $2,020                 71,503           73,924
         Inventories                                              54,410           49,409
         Prepaid expenses and other current assets                16,229           15,733
                                                              ----------       ----------
             Total Current Assets                                191,053          177,516

       Property, Plant and Equipment, net of accumulated
          depreciation of $72,692 and $68,431                     88,485           89,607
       Long-term Investments                                      34,402           36,827
       Other Assets                                               37,220           34,882
                                                              ----------       ----------
                                                              $  351,160       $  338,832
                                                              ==========       ==========

       Liabilities and Stockholders' Equity
       Current Liabilities:
         Accounts payable                                     $   15,475       $   13,137
         Accrued expenses                                         16,819           14,064
         Accrued compensation                                     14,183           14,579
         Deferred revenue                                          3,722            4,362
                                                               ---------        ---------
             Total Current Liabilities                            50,199           46,142

       Other Liabilities                                          21,480           21,015
       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, 17,893 and 17,750 shares                          179              178
         Additional paid-in capital                               77,221           73,319
         Treasury stock at cost, 3,105 and 2,981 shares          (91,726)         (87,423)
         Retained earnings                                       299,034          292,912
         Accumulated other comprehensive loss:
           Cumulative translation adjustments                     (2,351)          (4,435)
           Minimum pension liability adjustments                  (2,876)          (2,876)
                                                              ----------       ----------
             Total Stockholders' Equity                          279,481          271,675
                                                              ----------       ----------
                                                              $  351,160       $  338,832
                                                              ==========       ==========
</TABLE>

(a) Derived from consolidated audited financial statements

See notes to condensed consolidated financial statements


                                       1
<PAGE>


                        Datascope Corp. and Subsidiaries
                  Condensed Consolidated Statements of Earnings
                    (In thousands, except per share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                              Six Months Ended              Three Months Ended
                                               December 31,                     December 31,
                                       ----------------------------     -------------------------
                                           2003            2002             2003           2002
                                       ------------    ------------     -----------   -----------

<S>                                    <C>             <C>              <C>            <C>
Net Sales                              $   163,900     $   154,500      $   86,800     $   82,500
                                       -----------     ------------     -----------   -----------
Costs and Expenses:
  Cost of sales                             68,052          64,574          36,174         34,690
  Research and development
    expenses                                15,270          14,292           8,047          7,254
  Selling, general and
    administrative expenses                 66,981          63,318          34,888         33,536
                                        ----------      ----------       ---------      ---------
    Subtotal                               150,303         142,184          79,109         75,480
  Gain on legal settlement                      --          (3,028)             --         (3,028)
                                       -----------     -----------      ----------    ------------
                                           150,303         139,156          79,109         72,452
                                       -----------     -----------      ----------    -----------
Operating Earnings                          13,597          15,344           7,691         10,048
Other (Income) Expense:
  Interest income                             (844)           (632)           (458)          (331)
  Interest expense                               0               1               0              1
  Other, net                                     2              39            (114)          (127)
                                       -----------     -----------      ----------    -----------
                                              (842)           (592)           (572)          (457)
                                       -----------     -----------      ----------    -----------
Earnings Before Taxes on Income             14,439          15,936           8,263         10,505
Taxes on Income                              4,620           5,261           2,644          3,523
                                       -----------     -----------      ----------    -----------
Net Earnings                           $     9,819     $    10,675      $    5,619    $     6,982
                                       ===========     ===========      ==========    ===========

Earnings Per Share, Basic                    $0.66           $0.72           $0.38          $0.47
                                       ===========     ===========      ==========    ===========

Weighted average common
   shares outstanding, Basic                14,775          14,782          14,780         14,778
                                       ===========     ===========      ==========    ===========

Earnings Per Share, Diluted                  $0.65           $0.72           $0.37          $0.47
                                       ===========     ===========      ==========    ===========

Weighted average common
   shares outstanding, Diluted              15,082          14,854          15,152         14,841
                                       ============    ===========      ==========    ===========
</TABLE>

            See notes to condensed consolidated financial statements


                                       2
<PAGE>

                        Datascope Corp. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                       Six Months Ended
                                                                                         December 31,
                                                                              ------------------------------------
                                                                                   2003                 2002
                                                                              ----------------     ---------------
                                                                                  ( As restated, see note 7 )
<S>                                                                           <C>                  <C>
Operating Activities:
     Net cash provided by operating activities                                        $19,482             $20,978
                                                                              ----------------     ---------------

Investing Activities:
     Capital expenditures                                                              (2,017)             (3,029)
     Purchases of investments                                                         (38,223)            (28,811)
     Maturities of investments                                                         32,073              23,953
     Capitalized software                                                              (3,104)             (1,738)
     Purchased technology and licenses                                                   (800)               (133)
                                                                              ----------------     ---------------
     Net cash used in investing activities                                            (12,071)             (9,758)
                                                                              ----------------     ---------------

Financing Activities:
     Treasury shares acquired under repurchase programs                                (4,303)               (486)
     Exercise of stock options and other                                                3,451                 115
     Cash dividends paid                                                               (3,697)             (1,479)
                                                                              ----------------     ---------------
     Net cash used in financing activities                                             (4,549)             (1,850)
                                                                              ----------------     ---------------

     Effect of exchange rates on cash                                                    (976)               (605)
                                                                              ----------------     ---------------

Increase in cash and cash equivalents                                                   1,886               8,765
Cash and cash equivalents, beginning of period                                         10,572               5,548
                                                                              ----------------     ---------------

Cash and cash equivalents, end of period                                              $12,458             $14,313
                                                                              ================     ===============

Supplemental Cash Flow Information
     Cash paid during the period for:
       Income taxes, net                                                              $ 2,067             $ 2,298
                                                                              ----------------     ---------------

     Non-cash investing and financing activities:
       Net transfers of inventory to fixed assets
         for use as demonstration equipment                                           $ 3,664             $ 3,386
                                                                              ----------------     ---------------
</TABLE>

            See notes to condensed consolidated financial statements


                                        3
<PAGE>

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

1.  Summary of Significant Accounting Policies

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 of
America for interim information, and with the instructions to Form 10-Q 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 of America 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 of America 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 Notes included in the Company's Annual Report on
Form 10-K/A for the fiscal year ended June 30, 2003.

Stock-Based Compensation

We continue to account for our employee stock-based compensation plans in
accordance with Accounting Principles Board Opinion No. 25 "Accounting for Stock
Issued to Employees." Under this opinion, 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.

As required by Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation," as amended, the fair value of option
grants is estimated on the date of grant using an option-pricing model. The
following table illustrates the effect on net earnings and earnings per share if
we had applied the fair value recognition provisions of SFAS No. 123 to our
stock-based compensation. These pro forma amounts may not be representative of
the effects on net earnings in future years since options generally vest over
several years and additional awards may be made each year.

<TABLE>
<CAPTION>

                                                           Six Months Ended              Three Months Ended
                                                             December 31,                   December 31,
                                                      ---------------------------     -----------------------
                                                         2003           2002             2003          2002
                                                      ------------   ------------     -----------   ----------
<S>                                                   <C>            <C>              <C>           <C>
Net earnings - as reported                            $     9,819    $    10,675      $    5,619    $   6,982
Add: Total stock based employee compensation
expense included in determination of
net income as reported                                         --             --              --           --
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects                 (1,646)        (1,675)           (797)        (802)
                                                      -----------    -----------      ----------    ---------
Net earnings - pro forma                              $     8,173    $     9,000      $    4,822    $   6,180
                                                      ===========    ===========      ==========    =========
Earnings per share:
      Basic - as reported                             $      0.66    $      0.72      $     0.38    $    0.47
                                                      ===========    ===========      ==========    =========
      Basic - pro forma                               $      0.55    $      0.61      $     0.33    $    0.42
                                                      ===========    ===========      ==========    =========
      Diluted - as reported                           $      0.65    $      0.72      $     0.37    $    0.47
                                                      ===========    ===========      ==========    =========
      Diluted - pro forma                             $      0.54    $      0.61      $     0.32    $    0.42
                                                      ===========    ===========      ==========    =========
</TABLE>


                                       4
<PAGE>

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

1.  Summary of Significant Accounting Policies (Continued)

Stock-Based Compensation (Continued)

For purposes of the pro forma disclosures, the weighted average fair values of
options granted for the three months ended December 31, 2003 and 2002 were
$12.35 and $9.07, and for the six months ended December 31, 2003 and 2002 were
$11.72 and $9.58, respectively.

The fair values of options granted were determined using the Black-Scholes
option-pricing model with the following assumptions:

                                          Three and Six Months Ended
                                                 December 31,
                                       --------------------------------
                                            2003               2002
                                       --------------     -------------
         Dividend yield                        0.59%             0.72%
         Volatility                              33%               34%
         Risk-free interest rate               3.40%             2.93%
         Expected life                     5.2 Years         5.2 Years

Recent Accounting Pronouncements

In December 2003, the Financial Accounting Standards Board issued SFAS No. 132
(revised 2003) "Employers' Disclosures about Pensions and Other Postretirement
Benefits - an amendment of FASB Statements No. 87, 88 and 106," ("SFAS No. 132
(revised)"). This Statement revises employers' disclosures about pension plans
and other postretirement benefit plans. SFAS No. 132 (revised) retains the
disclosure requirements contained in SFAS No. 132, which it replaces. It
requires additional disclosures to those in the original SFAS No. 132 about the
assets, obligations, cash flows, and net periodic benefit cost of defined
benefit pension plans and other defined benefit postretirement plans. SFAS No.
132 (revised) is effective for fiscal years ending after December 15, 2003 and
for interim periods beginning after December 15, 2003. Based on these effective
dates, we will provide the additional interim disclosures beginning with our
third quarter ending March 31, 2004 and the annual disclosures beginning with
our fiscal year ending June 30, 2004.

2.  Inventories, Net

Inventories, net are stated at the lower of cost or market, with cost determined
on a first-in, first-out basis.

                                  -------------         ------------
                                      Dec 31,              June 30,
                                       2003                  2003
                                  -------------         ------------
         Materials                      $24,526              $20,523
         Work in Process                  9,494                8,093
         Finished Goods                  20,390               20,793
                                  -------------         ------------
                                        $54,410              $49,409
                                  =============         ============


                                       5
<PAGE>

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

3.  Stockholders' Equity

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

         Net earnings                                               $    9,819
         Foreign currency translation adjustments                        2,084
         Common stock and additional paid-in
            capital effects of stock option activity                     3,903
         Cash dividends on common stock                                 (3,697)
         Purchases under stock repurchase plans                         (4,303)
                                                                    -----------
         Total increase in stockholders' equity                     $    7,806
                                                                    ===========

4.  Earnings Per Share

The reconciliation of Basic Earnings Per Share to Diluted Earnings Per Share for
the three and six months ended December 31, 2003 and 2002 is as follows:
<TABLE>
<CAPTION>

-------------------------------------    ------------------------------------------       ----------------------------------------
For Six Months Ended                                  December 31, 2003                                December 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                   $      9,819         14,775          $0.66            $10,675         14,782        $0.72

Diluted EPS
-----------
Options issued to employees                        --            307           0.01                 --             72           --
                                         ------------   ------------   ------------       ------------   ------------   ----------
Earnings available to
   common shareholders                   $      9,819         15,082   $       0.65       $     10,675         14,854        $0.72
                                         ============   ============   ============       ============   ============   ==========

-------------------------------------    ------------------------------------------       -----------------------------------------
For Three Months Ended                                December 31, 2003                                  December 31, 2002
-------------------------------------    ------------------------------------------       -----------------------------------------
                                             Net                        Per Share             Net                       Per Share
Basic EPS                                  Earnings        Shares         Amount            Earnings        Shares        Amount
---------                                ------------   ------------   ------------       ------------   ------------   -----------
Earnings available to
   common shareholders                         $5,619         14,780          $0.38             $6,982         14,778        $0.47

Diluted EPS
-----------
Options issued to employees                        --            372           0.01                 --             63           --
                                         ------------   ------------   ------------       ------------   ------------   -----------
Earnings available to
   common shareholders                         $5,619         15,152          $0.37             $6,982         14,841        $0.47
                                         ============   ============   ============       ============   ============   ===========
</TABLE>

5.  Comprehensive Income

Our comprehensive income for the three and six month periods ended December 31,
2003 and 2002 was as follows:

<TABLE>
<CAPTION>

                                                          Six Months Ended                   Three Months Ended
                                                    ---------------------------       ----------------------------
                                                      12/31/03       12/31/02           12/31/03       12/31/02
                                                    ------------   ------------       ------------   -------------
<S>                                                       <C>           <C>                 <C>            <C>
         Net earnings                                     $9,819        $10,675             $5,619         $6,982
         Foreign currency translation gain                 2,084          1,309              1,775          1,205
                                                    ------------   ------------       ------------   -------------
         Total comprehensive income                      $11,903        $11,984             $7,394         $8,187
                                                    ============   ============       ============   =============
</TABLE>


                                       6
<PAGE>

                        Datascope Corp. and Subsidiaries
              Notes to Condensed 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
Interventional 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 Interventional 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         Interventional
                                              Assist/          Products/           Corporate
                                            Monitoring          Vascular              and
                                             Products            Grafts            Other (a)        Consolidated
                                           --------------     --------------     --------------    ---------------
------------------------------------------
Six months ended December 31, 2003
------------------------------------------
<S>                                        <C>                 <C>                   <C>             <C>
Net sales to external customers                 $130,700            $32,590               $610          $163,900
                                           -------------      -------------      -------------     -------------
Operating earnings (loss)                        $17,119            ($2,014)           ($1,508)          $13,597
                                           -------------      -------------      -------------     -------------

------------------------------------------
Six months ended December 31, 2002
------------------------------------------
Net sales to external customers                 $118,082            $35,793               $625          $154,500
                                           -------------      -------------      -------------     -------------
Operating earnings (b)                           $11,462             $1,617             $2,265           $15,344
                                           -------------      -------------      -------------     -------------

------------------------------------------
Three months ended December 31, 2003
------------------------------------------
Net sales to external customers                  $70,944            $15,541               $315           $86,800
                                           -------------      -------------      -------------     -------------
Operating earnings (loss)                        $10,716            ($2,042)             ($983)           $7,691
                                           -------------      -------------      -------------     -------------

------------------------------------------
Three months ended December 31, 2002
------------------------------------------
Net sales to external customers                  $64,003            $18,221               $276           $82,500
                                           -------------      -------------      -------------     -------------
Operating earnings (b)                            $6,969             $1,289             $1,790           $10,048
                                           -------------      -------------      -------------     -------------

----------------------------------------------------------------------------------------------------------------
Reconciliation to consolidated earnings            Six Months Ended                     Three Months Ended
    before income taxes :                    12/31/03           12/31/02           12/31/03           12/31/02
------------------------------------------ --------------     --------------     --------------    -------------
Consolidated operating earnings                  $13,597            $15,344             $7,691           $10,048
Interest income, net                                 844                631                458               330
Other (expense) income                                (2)               (39)               114               127
                                           -------------      -------------      -------------     -------------
Consolidated earnings before taxes               $14,439            $15,936             $8,263           $10,505
                                           =============      =============      =============     =============
</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 three and six months
ended December 31, 2002 includes a gain on legal settlement of $3.0 million.

7.  Restatement of Cash Flow Statements

Subsequent to the issuance of its condensed consolidated financial statements
for the six months ended December 31, 2003, the Company determined that cash
flows associated with payments for purchased technology, capitalized software
and other individually insignificant items should have been classified as
investing activities rather than as operating activities in its condensed
consolidated statements of cash flows.

As a result, cash flows provided by operating activities for the six months
ended December 31, 2003 and 2002 have been increased by $3.9 million and $1.9
million, respectively, and cash flows used for investing activities for the six
months ended December 31, 2003 and 2002 have been increased by $3.9 million and
$1.9 million, respectively, from the amounts previously reported. Such
restatement does not change our statement of earnings or balance sheet and,
accordingly, has had no effect on previously reported net income, earnings per
share or net worth.

                                       7
<PAGE>


                        Datascope Corp. and Subsidiaries

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

As discussed in Note 7 to the Notes to the Condensed Consolidated Financial
Statements, "Restatement of Cash Flow Statements," the condensed consolidated
statements of cash flows for the six months ended December 31, 2003 and 2002
have been restated to change the classification of payments for purchased
technology, capitalized software and other individually insignificant items.
Such restatement does not change our income statement or balance sheet and,
accordingly, has had no effect on previously reported net income, earnings per
share or net worth. Amounts affected by this restatement included in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" have been appropriately revised.

Business Overview

     Datascope Corp. is a diversified medical device Company that manufactures
     and markets proprietary products for clinical health care markets in
     interventional cardiology and radiology, cardiovascular and vascular
     surgery, anesthesiology, emergency medicine and critical care. We have four
     product lines that are aggregated into two reportable segments, Cardiac
     Assist / Monitoring Products and Interventional Products / Vascular Grafts.
     Our products are sold worldwide by direct sales employees and independent
     distributors.

     We have continued our focus on new product development and have increased
     our investment in research and development during the first six months of
     fiscal 2004. Datascope's financial position continued to strengthen in the
     first six months of fiscal 2004, with cash and marketable investments
     increasing $8.0 million to $76.3 million at December 31, 2003. The increase
     resulted primarily from positive cash flow from operating activities.

Results of Operations

     The following table shows the comparison of net earnings and earnings per
     diluted share for the second quarter and six month periods of fiscal 2004
     and 2003.

<TABLE>
<CAPTION>
                                                           (Dollars in millions, except EPS)
                                          ---------------------------------------------------------------------
                                                  Six Months Ended                   Three Months Ended
                                                    December 31,                        December 31,
                                          ---------------------------------   ---------------------------------
                                               2003             2002               2003             2002
                                          ---------------- ----------------   ---------------- ----------------
<S>                                       <C>              <C>                <C>              <C>
     Net Earnings (1)                          $   9.8          $   10.7            $   5.6          $   7.0
     Earnings per share, diluted (1)             $0.65             $0.72              $0.37            $0.47

</TABLE>

-------------
(1)      Net earnings and earnings per share in the six month period of fiscal
         year 2003 shown above include a gain on legal settlement of $1.9
         million after tax or $0.13 per diluted share.

     Second quarter and first six months of fiscal 2004 compared to the
corresponding periods last year.

     Net Sales

         Net sales of $86.8 million in the second quarter and $163.9 million in
         the first six months of fiscal 2004 increased 5% and 6%, compared to
         the second quarter and first six months of fiscal 2003, respectively.

              Sales of the Cardiac Assist / Monitoring Products segment were
              $70.9 million compared to $64.0 million in the second quarter and
              $130.7 million in the first six months of fiscal 2004 compared to
              $118.1 million last year.

                  Cardiac Assist product sales in the second quarter of fiscal
                  2004 increased 12% to $32.3 million, reflecting continued
                  higher sales of intra-aortic balloon (IAB) catheters and pumps
                  and favorable foreign exchange translation. Increased sales of
                  IABs were primarily attributable to strong international sales
                  and increased purchases by the Company's Japanese distributor.
                  Last year, the distributor reduced IAB purchases in the first
                  and second quarters to reduce inventory, as previously
                  reported. Sales of the premium-priced Fidelity(TM) 8Fr. IAB
                  catheter continued to grow, accounting for 77% of total IAB
                  catheter sales in the second quarter of fiscal 2004. Higher
                  sales of pumps in the second quarter reflected the first full
                  quarter of sales of the new CS100(TM) intra-aortic balloon
                  pump, Datascope's first fully automatic pump, which was
                  launched globally in September 2003 and has rapidly replaced
                  the Company's 98XT model. In the first six months of fiscal
                  2004 sales of Cardiac Assist products were $60.8 million
                  compared to $54.3 million last year.

                  Sales of patient monitoring products exceeded sales of the
                  prior year's second quarter, rising 10% to $38.6 million. The
                  second quarter was driven by increased sales of bedside
                  monitors, including sales of the recently introduced
                  Spectrum(TM) and Trio(TM) monitors. Higher sales of wireless
                  central monitoring systems, Masimo SET(R)(1) pulse oximetry
                  sensors, the Anestar(TM) anesthesia delivery system and
                  favorable foreign exchange translation also contributed to
                  sales growth. Sales of patient monitoring products in the
                  first six months of fiscal 2004 were $69.9 million compared to
                  $63.8 million last year.

         Sales of the Interventional Products / Vascular Grafts segment were
         $15.6 million compared to $18.2 million in the second quarter and $32.6
         million in the first six months of fiscal 2004 compared to $35.8
         million last year.

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


                                       8
<PAGE>

              Sales of the Interventional Products (IP) division declined to
              $8.4 million in the second quarter compared to $10.9 million last
              year. As disclosed in the first quarter 10-Q/A, a production yield
              problem reduced the quantities of Elite(TM) available for sale in
              the second quarter. The Elite product is the Company's new
              vascular closure device. Late in the second quarter, the Company
              began producing sufficient quantities to support the marketing
              effort for Elite. In the first six months of fiscal 2004 sales of
              VasoSeal products were $17.9 million compared to $21.7 million
              last year.

              During the second quarter, the IP division began shipments of
              Safeguard(TM), an innovative pressure dressing designed to
              maintain hemostasis after manual compression following arterial
              catheterization procedures. Safeguard competes in an estimated $50
              million annual market for devices that assist manual compression.
              The Company is encouraged by the early positive market response to
              the Safeguard product.

              Datascope plans to enter the dialysis access market with the
              ProLumen(TM) thrombectomy device. Thrombectomy is the process of
              removing blood clots from blocked dialysis access sites. ProLumen,
              which is designed to quickly and effectively clear clotted grafts,
              will compete in an estimated $37 million annual market,
              principally in the U.S. Datascope expects that the IP division
              direct sales force will be able to introduce ProLumen to the
              market quickly and efficiently because thrombectomy procedures are
              performed primarily by interventional radiologists in the U.S., a
              current and well-established sales call point. The ProLumen device
              has FDA clearance, an application for CE mark has been submitted
              and the Company plans to launch the ProLumen in the U.S. in the
              third quarter of fiscal 2004.

              Sales of InterVascular, Inc.'s products were $7.2 million compared
              to $7.3 million last year. Lower sales in parts of Europe and to
              our distributor in Japan were approximately offset by favorable
              foreign exchange translation. Regulatory clearance to market
              InterGard(R) Silver in the U.S. is still pending as the FDA has
              requested longer-term follow-up data and additional information
              from our clinical study, which we expect to submit during the
              current quarter. In the first six months of fiscal 2004, sales of
              InterVascular products were $14.0 million compared to $13.7
              million last year, primarily due to favorable foreign exchange
              translation.

         Sales of Genisphere products of $0.3 million in the second quarter and
         $0.6 million in the first six months of fiscal 2004, were unchanged
         from last year. Genisphere continued to pursue its marketing strategy,
         to target major academic institutions and the research and development
         department of pharmaceutical and biotechnology companies.

         The weaker U.S. dollar compared to the Euro and the British Pound
         increased total sales by approximately $2.0 million in the second
         quarter of fiscal 2004 and $3.2 million for the first six months of
         fiscal 2004 ($1.4 million and $2.2 million for the Cardiac Assist /
         Monitoring Products segment and $0.6 million and $1.0 million for the
         Interventional Products / Vascular Grafts segment for the second
         quarter and first six month periods, respectively).


                                       9
<PAGE>


     Gross Profit (Net Sales Less Cost of Sales)

         The gross profit percentage was 58.3% for the second quarter and 58.5%
         for the first six months of fiscal 2004 compared to 58.0% and 58.2% for
         the corresponding periods last year. The modest increase in the gross
         margin percentage was primarily due to an improved gross margin
         percentage in the Cardiac Assist / Monitoring Products segment, as a
         result of cost reduction programs and higher average selling prices.
         Partially offsetting the above was the effect of a less favorable sales
         mix and costs associated with the Elite production yield problem.

     Research and Development (R&D)

         We continued our companywide focus on new product development and
         improvements of existing products in the second quarter and first six
         months of fiscal 2004. 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
         11% to $8.0 million in the second quarter of fiscal 2004, equivalent to
         9.3% of sales compared to $7.3 million or 8.8% of sales in the second
         quarter last year. R&D expenses increased 7% to $15.3 million in the
         first six months of fiscal 2004, equivalent to 9.3% of sales compared
         to $14.3 million, or 9.3% of sales for the same period last year.

         R&D expenses for the Cardiac Assist / Monitoring Products segment
         increased 4% to $5.0 million in the second quarter and 2% to $9.7
         million in the first six months of fiscal 2004, with the increases
         primarily attributable to filling open positions.

         R&D expenses for the Interventional Products / Vascular Grafts segment
         increased 22% to $2.3 million in the second quarter and 16% to $4.4
         million in the first six months of fiscal 2004, 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 in the second quarter and $1.2 million in the first six
         months of fiscal 2004.

     Selling, General & Administrative Expenses (SG&A)

         SG&A expenses increased 4% to $34.9 million in the second quarter of
         fiscal 2004, or 40.2% of sales compared to $33.5 million or 40.6% of
         sales in the second quarter last year. In the first six months of
         fiscal 2004, SG&A expenses increased 6% to $67.0 million, or 40.9% of
         sales, compared to $63.3 million, or 41.0% of sales, for the same
         period last year.

         SG&A expenses for the Cardiac Assist / Monitoring Products segment
         increased 9% to $23.2 million in the second quarter of fiscal 2004 and
         9% to $44.1 million in the first six months of fiscal 2004, with the
         increases primarily attributable to higher selling expenses as a result
         of filling open positions and higher marketing expenses related to new
         product introductions.

         SG&A expenses for the Interventional Products / Vascular Grafts segment
         decreased 1% to $11.4 million in the second quarter and decreased 3% to
         $22.4 million for the first six months of fiscal 2004, with the
         declines primarily due to lower selling and marketing expenses in
         Interventional Products.

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


                                       10
<PAGE>

         The weaker U.S. dollar compared to the Euro and the British Pound
         increased SG&A expenses by approximately $1.4 million in the second
         quarter and $2.3 million for the first six months of fiscal 2004.

     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.

     Other Income and Expense

         Interest income was $0.5 million in the second quarter compared to $0.3
         million last year. The increase in interest income in the second
         quarter of fiscal 2004 was primarily the result of a higher average
         portfolio balance ($65.8 million vs. $46.1 million), partially offset
         by a decrease in the average yield from 3.2% to 2.6%. Interest income
         was $0.8 million in the first six months of fiscal 2004 compared to
         $0.6 million in the same period last year with the increase due to
         similar reasons discussed above.

     Income Taxes

         In the second quarter and first six months of fiscal 2004, the
         consolidated effective tax rate was 32.0% for both periods, compared to
         33.5% and 33.0% for the corresponding periods last year. The effect on
         the consolidated tax rate of the gain on legal settlement in fiscal
         2003 was 1.5% and 1.0% for the second quarter and first six months last
         year, respectively.

     Net Earnings

         Net earnings were $5.6 million or $0.37 per diluted share in the second
         quarter of fiscal 2004 compared to $7.0 million, or $0.47 per diluted
         share for the same period last year. Net earnings in the first six
         months of fiscal 2004 were $9.8 million or $0.65 per diluted share
         compared to $10.7 million, or $0.72 per diluted share last year. The
         decreased earnings in the fiscal 2004 periods primarily reflect the
         positive impact on earnings last year of the gain on legal settlement
         ($1.9 million or $0.13 per diluted share), increased R&D and SG&A
         expenses in fiscal 2004, as discussed above, partially offset by an
         increased gross margin from the higher sales.

     Liquidity and Capital Resources

         Working capital was $140.9 million at December 31, 2003, compared to
         $131.4 million at June 30, 2003. The current ratio was unchanged at
         3.8:1. The increase in working capital was primarily the result of an
         increase in current assets ($13.5 million).

         In the first six months of fiscal 2004, cash provided by operating
         activities was $19.5 million compared to $21.0 million last year. The
         decrease is primarily attributable to the lower earnings and an
         increase in inventories.


                                       11
<PAGE>

         At December 31, 2003, approximately one-half of our cash and marketable
         investments were held by our European subsidiaries. These funds are
         subject to U.S. tax upon repatriation to the United States.

         Net cash used in investing activities was $12.1 million attributable to
         purchases of investments of $38.2 million, capitalized software of $3.1
         million, purchased technology and licenses of $0.8 million and the
         purchase of $2.0 million of property, plant and equipment, offset by
         $32.0 million for maturities of investments. Net cash used in financing
         activities was $4.5 million due to $3.7 million dividends paid and
         stock repurchases of $4.3 million (about 124,000 shares), offset by
         stock option activity of $3.5 million.

         On August 18, 2003, the Board of Directors declared a regular quarterly
         dividend of $0.05 per share and a special dividend of $0.15 per share,
         payable on October 1, 2003 to shareholders of record on September 2,
         2003. The special dividend amounted to $2.2 million.

         On December 16, 2003, the Board of Directors declared a regular
         quarterly dividend of $0.05 per share payable on January 15, 2004 to
         stockholders of record as of December 26, 2003.

         We believe that our existing cash balances, future cash generated from
         operations and existing credit facilities will be sufficient to meet
         our projected working capital and capital investment needs. 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 IP division direct sales force will
         not be able to introduce ProLumen to the market quickly and
         efficiently, market conditions may change, particularly as the result
         of competitive activity in 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 and Estimates

   As discussed in Note 1 to the Condensed Consolidated Financial Statements,
our financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America. 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:

   o  Revenue Recognition

      We recognize revenue and all related costs, including warranty costs,
      when title and risk of loss passes to the customer and collectibility of
      the sales price is reasonably assured. Revenue is recognized for products
      shipped FOB shipping point when they leave our premises. Revenue is
      recognized for products shipped FOB destination when they reach the
      customer. For certain products where we maintain consigned inventory at
      customer locations, revenue is recognized at the time we are notified
      that the product has been used by the customer. We record estimated sales
      returns as a reduction of net sales in the same period that the related
      revenue is recognized. Historical experience is used to estimate an
      accrual for future returns relating to recorded sales, as well as
      estimated warranty costs. Revenue for service repairs and maintenance is
      recognized after service has been completed, and service contract revenue
      is recognized ratably over the term of the contract. For certain
      products, revenue is recognized individually for delivered components
      when undelivered components, such as installation, are not essential to
      their functionality. Post shipment obligations for training commitments
      are considered perfunctory, and sales are recognized when delivered with
      provision for incremental costs.

   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
      period-end. Such amount cannot be known with certainty at the financial
      statement date. We maintain a specific allowance for customer accounts
      that will likely not be collectible due to customer liquidity issues. We
      also maintain a general allowance for estimated future collection losses
      on existing receivables, determined based on historical trends.

   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 reserve is recorded based upon our
      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 No. 142, "Accounting for
      Goodwill and Other Intangible Assets," which we 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. We determine the fair value
      of our reporting units using estimates of projected cash flows.

   o  Income Taxes

      We operate 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, we
      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

      We sponsor defined benefit pension plans covering substantially all of
      our employees who meet the applicable eligibility requirements. We use
      several actuarial and other statistical factors which attempt to estimate
      the ultimate expense and liability related to our pension plans. These
      factors include assumptions about discount rate, expected return on plan
      assets and rate of future compensation increases. In addition, our
      actuarial consultants also utilize subjective assumptions, such as
      withdrawal and mortality rates, to estimate these factors. The actuarial
      assumptions 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 we record in any particular period.


                                       12
<PAGE>


     Recent Accounting Pronouncements

        In December 2003, the FASB issued SFAS No. 132 (revised 2003)
        "Employers' Disclosures about Pensions and Other Postretirement Benefits
        - an amendment of FASB Statements No. 87, 88 and 106," ("SFAS No. 132
        (revised)"). This Statement revises employers' disclosures about pension
        plans and other postretirement benefit plans. SFAS No. 132 (revised)
        retains the disclosure requirements contained in SFAS No. 132, which it
        replaces. It requires additional disclosures to those in the original
        Statement 132 about the assets, obligations, cash flows, and net
        periodic benefit cost of defined benefit pension plans and other defined
        benefit postretirement plans. SFAS No. 132 (revised) is effective for
        fiscal years ending after December 15, 2003 and for interim periods
        beginning after December 15, 2003. Based on these effective dates, we
        will provide the additional interim disclosures beginning with our third
        quarter ending March 31, 2004 and the annual disclosures beginning with
        our fiscal year ending June 30, 2004.


                                       13
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     Due to the global nature of our operations, including the sale and purchase
     of products in foreign currencies, we are subject to the exposures that
     arise from foreign exchange rate fluctuations. Our objective in managing
     our 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 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. A portion of the net foreign transaction gain or
     loss is reported in our consolidated statement of earnings in cost of sales
     and the balance in other income and expense.

     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
     accumulated other comprehensive loss for the three and six month periods
     ended December 31, 2003 and 2002.

     As of December 31, 2003, we had a notional amount of $8.3 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 United States dollars at maturity, at rates agreed to when
     the contract is signed.

Item 4.  Controls and Procedures

     Subsequent to the issuance of its condensed consolidated financial
     statements for the six months ended December 31, 2003, the Company
     determined that cash flows associated with payments for purchased
     technology, capitalized software and other individually insignificant items
     should have been classified as investing activities rather than as
     operating activities in its condensed consolidated statements of cash
     flows. Once the Company identified the situation, it notified its
     independent auditors, outside counsel and audit committee. The change in
     classification was attributable to inadvertent human error, which the
     Company does not believe is indicative of a material weakness in our
     internal controls. The Company is in the process of implementing additional
     control procedures to address this matter for future filings.

     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.

     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 as of the
     end of the period covered by this report. 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
     over financial reporting or in other factors that would significantly
     affect the internal controls over financial reporting during the
     Registrant's most recent fiscal quarter.

                                       14
<PAGE>


     Part II:   OTHER INFORMATION

     Item 1.  Legal Proceedings

         We are subject, in the ordinary course of our business, to product
         liability litigation. We believe we have meritorious defenses in all
         material pending lawsuits. We also believe that we maintain adequate
         insurance against any potential liability. We receive comments and
         recommendations with respect to our products from the staff of the FDA
         and from other agencies on an on-going basis. We may or may not agree
         with these comments and recommendations. However, we are not a party to
         any formal regulatory administrative proceedings.

         The Shaev litigation is described in our annual report on Form 10-K/A
         for the fiscal year ended June 30, 2003. In this matter, discovery is
         still in progress and mediation has been scheduled for March 2004.

         The Sanmina - SCI litigation is described in our annual report on Form
         10-K/A for the fiscal year ended June 30, 2003. In this matter,
         discovery is still in progress and mediation has been scheduled for
         April 2004.

         On December 2, 2003, a former Datascope employee, Michael Barile, filed
         a complaint in the Superior Court of New Jersey, Law Division, Bergen
         County, against Datascope Corp. and various John Does seeking, inter
         alia, indemnification from the Company of approximately $1 million in
         legal fees and expenses he allegedly incurred in defending a criminal
         action brought against him by the United States Attorney's Office for
         the District of Maryland, as well as additional damages Mr. Barile
         alleges he suffered as a result of such prosecution. In response, the
         Company has filed an answer denying the allegations of the complaint
         and has brought counterclaims against Mr. Barile seeking damages
         resulting from Mr. Barile's improper conduct as an employee of
         Datascope. The Company believes it has meritorious counterclaims and
         meritorious defenses to Mr. Barile's claims and intends to defend and
         prosecute this action vigorously. Although Mr. Barile has yet to reply
         to the Company's counterclaims and no discovery has begun, the Court
         has notified the Company that it will be requiring that the parties
         engage in mediation in the near future.


                                       15
<PAGE>


     Item 4.  Submission of Matters to a Vote of Security Holders.

         The annual meeting of shareholders of Datascope Corp. was held on
         December 9, 2003 and the following matters were voted upon:

         1. To approve the election of Lawrence Saper, Arno Nash and Robert
            Klatell to serve as Class III members of the Datascope Corp. Board
            of Directors until the 2006 annual meeting of shareholders and
            until the election and qualification of their respective
            successors.


                L. Saper       For:      11,862,041      Withheld:    1,378,878
                A. Nash        For:      11,463,035      Withheld:    1,777,884
                R. Klatell     For:      11,955,890      Withheld:    1,285,029

            William L. Asmundson, George Heller, Alan Abramson and David
            Altschiller continued to serve as members of the Datascope Corp.
            Board of Directors after the annual meeting.

         2. Proposal to approve the Datascope Corp. 2004 Management Incentive
            Plan.

                               For:      10,395,450      Against:    776,130
                               Abstain:     446,295

     Item 6.  Exhibits and Reports on Form 8-K

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

                 31.2    Certification of the Chief Financial Officer pursuant
                         to Section 302 of the Sarbanes-Oxley Act of 2002

                 32.1    Certification of the Chief Executive Officer and Chief
                         Financial Officer pursuant to Section 906 of the
                         Sarbanes-Oxley Act of 2002

         b.   Reports on Form 8-K. During the quarter for which this report on
              form 10-Q/A is filed, the Registrant filed a Form 8-K dated
              October 28, 2003, pertaining to the Earnings Release of Datascope
              Corp. dated October 28, 2003.


                                       16
<PAGE>

Form 10-Q/A


                                   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
                             ------------------------------
                             Lawrence Saper
                             Chairman of the Board and Chief Executive Officer



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



Dated: May 17, 2004


                                       17