<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM 10-Q


(Mark One)

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

         For the quarterly period ended March 31, 2005

                                       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 April 29, 2005:
14,795,255.


<PAGE>


                                 Datascope Corp.

                                 Form 10-Q Index

<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>                        <C>                                                                   <C>
Part I.  FINANCIAL INFORMATION

     Item 1.               Financial Statements

                           Condensed Consolidated Balance Sheets at
                           March 31, 2005 and June 30, 2004                                          1

                           Condensed Consolidated Statements of Earnings                             2

                           Condensed Consolidated Statements of Cash Flows                           3

                           Notes to Condensed Consolidated Financial Statements                   4-11

     Item 2.               Management's Discussion and Analysis of Financial Condition
                           and Results of Operations                                             12-19

     Item 3.               Quantitative and Qualitative Disclosures about Market Risk               20

     Item 4.               Controls and Procedures                                                  20

Part II.  OTHER INFORMATION

     Item 1.               Legal Proceedings                                                        21

     Item 2.               Changes in Securities, Use of Proceeds and Issuer
                           Purchases of Equity Securities                                           21

     Item 6.               Exhibits and Reports on Form 8-K                                         22

Signatures                                                                                          23

Exhibit 31.1.              Certification of Principal Executive Officer Regarding Facts
                           and Circumstances Relating to Quarterly Reports                          24

Exhibit 31.2.              Certification of Principal Financial Officer Regarding Facts
                           and Circumstances Relating to Quarterly Reports                          25

Exhibit 32.1.              Certification Pursuant to 18 U.S.C. Section 1350, as
                           Adopted Pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002                                               26
</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>
                                                                     MARCH 31,        JUNE 30,
                                                                       2005            2004
                                                                     ---------       ---------
                                                                                        (a)
<S>                                                                  <C>             <C>
ASSETS
Current Assets:
  Cash and cash equivalents                                          $  11,457       $   8,123
  Short-term investments                                                 1,601          16,013
  Accounts receivable less allowance for
    doubtful accounts of $2,389 and $2,414                              74,539          70,603
  Inventories, net                                                      57,554          52,858
  Prepaid income taxes                                                      --          10,042
  Prepaid expenses and other current assets                             11,573           8,529
  Current deferred taxes                                                 6,963           6,500
                                                                     ---------       ---------
      Total Current Assets                                             163,687         172,668

Property, Plant and Equipment, net of accumulated
   depreciation of $80,677 and $74,608                                  90,623          88,915
Long-term Investments                                                   53,039          52,223
Intangible Assets                                                       25,796          23,748
Other Assets                                                            32,084          30,781
                                                                     ---------       ---------
                                                                     $ 365,229       $ 368,335
                                                                     =========       =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable                                                   $  19,788       $  16,982
  Accrued expenses                                                      18,077          15,790
  Accrued compensation                                                  12,183          15,840
  Short-term debt                                                        8,000              --
  Deferred revenue                                                       3,708           4,188
  Income taxes payable                                                     126              --
                                                                     ---------       ---------
      Total Current Liabilities                                         61,882          52,800

Other Liabilities                                                       25,675          22,965
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, 18,254 and 18,044 shares                                       183             180
  Additional paid-in capital                                            88,574          81,571
  Treasury stock at cost, 3,459 and 3,254 shares                      (105,122)        (97,177)
  Retained earnings                                                    296,144         311,643
  Accumulated other comprehensive loss:
    Cumulative translation adjustments                                    (812)         (2,502)
    Minimum pension liability adjustments                                 (619)           (619)
    Unrealized loss on available-for-sale securities                      (676)           (526)
                                                                     ---------       ---------
      Total Stockholders' Equity                                       277,672         292,570
                                                                     ---------       ---------
                                                                     $ 365,229       $ 368,335
                                                                     =========       =========
</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>
                                                    NINE MONTHS ENDED                      THREE MONTHS ENDED
                                                        MARCH 31,                               MARCH 31,
                                             -----------------------------           -----------------------------
                                                2005                2004                2005                2004
                                             ---------           ---------           ---------           ---------
<S>                                          <C>                 <C>                 <C>                 <C>
NET SALES                                    $ 259,100           $ 253,800           $  96,100           $  89,900
                                             ---------           ---------           ---------           ---------
Costs and Expenses:
  Cost of sales                                105,895             105,044              40,471              36,992
  Research and development
    expenses                                    26,486              23,683               9,118               8,413
  Selling, general and
    administrative expenses                    103,828             101,371              35,074              34,355
                                             ---------           ---------           ---------           ---------
                                               236,209             230,098              84,663              79,760
                                             ---------           ---------           ---------           ---------
OPERATING EARNINGS                              22,891              23,702              11,437              10,140
Other (Income) Expense:
  Interest income                               (1,620)             (1,426)               (650)               (570)
  Interest expense                                 158                  18                  74                   6
  Other, net                                       424                 200                 139                 233
                                             ---------           ---------           ---------           ---------
                                                (1,038)             (1,208)               (437)               (331)
                                             ---------           ---------           ---------           ---------
EARNINGS BEFORE INCOME TAXES                    23,929              24,910              11,874              10,471
Income Taxes                                     6,700               7,971               3,083               3,351
                                             ---------           ---------           ---------           ---------
NET EARNINGS                                 $  17,229           $  16,939           $   8,791           $   7,120
                                             =========           =========           =========           =========

Earnings Per Share, Basic                    $    1.16           $    1.15           $    0.59           $    0.48
                                             =========           =========           =========           =========

Weighted average common
   shares outstanding, Basic                    14,795              14,780              14,797              14,789
                                             =========           =========           =========           =========

Earnings Per Share, Diluted                  $    1.13           $    1.12           $    0.58           $    0.47
                                             =========           =========           =========           =========

Weighted average common
   shares outstanding, Diluted                  15,204              15,108              15,151              15,157
                                             =========           =========           =========           =========
</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>
                                                                       NINE MONTHS ENDED
                                                                           MARCH 31,
                                                                      --------------------
                                                                        2005        2004
                                                                      --------    --------
<S>                                                                   <C>         <C>
Operating Activities:
     Net Earnings                                                     $ 17,229    $ 16,939
     Adjustments to reconcile net earnings to net
       cash provided by operating activities:
         Depreciation                                                   11,044      10,934
         Amortization                                                    3,393       2,277
         Provision for supplemental pension                                811         836
         Provision for losses on accounts receivable                       214         493
         Deferred income taxes                                           1,845          --
         Tax benefit relating to stock options exercised                 1,647         506
     Changes in assets and liabilities:
         Accounts receivable                                            (3,116)      6,208
         Inventories                                                   (10,836)     (6,968)
         Other assets                                                    7,758      (3,619)
         Accounts payable                                                2,706       3,670
         Income taxes payable                                              126          --
         Accrued and other liabilities                                  (3,235)      1,955
                                                                      --------    --------
     Net cash provided by operating activities                          29,586      33,231
                                                                      --------    --------
INVESTING ACTIVITIES:
     Capital expenditures                                               (5,175)     (3,115)
     Purchases of investments                                          (27,101)    (63,089)
     Maturities of investments                                          19,552      46,753
     Sales of investments                                               20,901          --
     Capitalized software                                               (4,609)     (4,458)
     Purchased technology and licenses                                  (2,323)     (1,858)
     Equity investments                                                     --        (500)
                                                                      --------    --------
     Net cash provided by (used in) investing activities                 1,245     (26,267)
                                                                      --------    --------
FINANCING ACTIVITIES:
     Short-term borrowings                                              10,000          --
     Repayments of short-term borrowings                                (2,000)         --
     Treasury shares acquired under repurchase programs                 (7,945)     (5,077)
     Exercise of stock options and other                                 5,360       4,081
     Cash dividends paid                                               (32,432)     (4,437)
                                                                      --------    --------
     Net cash used in financing activities                             (27,017)     (5,433)
                                                                      --------    --------

     Effect of exchange rates on cash                                     (480)       (763)
                                                                      --------    --------

Increase in cash and cash equivalents                                    3,334         768
Cash and cash equivalents, beginning of period                           8,123      10,572
                                                                      --------    --------

Cash and cash equivalents, end of period                              $ 11,457    $ 11,340
                                                                      ========    ========

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
       Income taxes                                                   $  3,888    $ 10,817
                                                                      --------    --------
Non-cash investing and financing activities:
       Net transfers of inventory to fixed assets
         for use as demonstration equipment                           $  7,021    $  5,499
                                                                      --------    --------
</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. The presentation of certain prior year
information has been reclassified to conform with the current year presentation.

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 for the fiscal year ended June 30, 2004.

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>
                                                       Nine Months Ended  Three Months Ended
                                                           March 31,          March 31,
                                                       -----------------   ----------------
                                                        2005      2004      2005      2004
                                                       -------   -------   ------   -------
<S>                                                    <C>       <C>       <C>      <C>
Net earnings - as reported                             $17,229   $16,939   $8,791   $ 7,120
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                  (2,592)   (2,602)    (938)     (956)
                                                       -------   -------   ------   -------
Net earnings - pro forma                               $14,637   $14,337   $7,853   $ 6,164
                                                       =======   =======   ======   =======
Earnings per share:
        Basic - as reported                            $  1.16   $  1.15   $ 0.59   $  0.48
                                                       =======   =======   ======   =======
        Basic - pro forma                              $  0.99   $  0.97   $ 0.53   $  0.42
                                                       =======   =======   ======   =======
        Diluted - as reported                          $  1.13   $  1.12   $ 0.58   $  0.47
                                                       =======   =======   ======   =======
        Diluted - pro forma                            $  0.96   $  0.95   $ 0.52   $  0.41
                                                       =======   =======   ======   =======
</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 March 31, 2005 and 2004 were $13.25
and $12.14, and for the nine months ended March 31, 2005 and 2004 were $13.19
and $11.90, respectively.
The fair values of options granted were determined using the Black-Scholes
option-pricing model with the following assumptions:

<TABLE>
<CAPTION>
                                                Nine Months Ended                   Three Months Ended
                                                    March 31,                           March 31,
                                           ---------------------------            -----------------------
                                               2005             2004                2005            2004
                                           -----------        --------            --------        -------
<S>                                           <C>             <C>                 <C>             <C>
       Dividend yield                             0.73%           0.58%               0.73%           0.56%
       Volatility                                   31%             33%                 31%             33%
       Risk-free interest rate                    3.97%           3.05%               4.14%           2.97%
       Expected life                          5.2 Years       5.2 Years           5.3 Years       5.2 Years
</TABLE>

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2004, the Financial Accounting Standards Board (FASB) issued
Statement No. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4."
The new standard indicates that abnormal freight, handling costs, and wasted
materials (spoilage) are required to be treated as current period charges rather
than as a portion of inventory cost. Additionally, the standard clarifies that
fixed production overhead should be allocated based on the normal capacity of a
production facility. Statement 151 is effective for the Company in fiscal 2006.
The adoption of Statement 151 is not expected to have a material impact on the
Company's consolidated financial statements.

In December 2004, the FASB issued Statement No. 123R (revised 2004) "Share-Based
Payment," (Statement 123R) that will require all share-based payments to
employees, including grants of employee stock options, to be recognized as an
operating expense in the income statement. The cost is recognized over the
requisite service period based on fair values measured on grant dates. The new
standard will be adopted by the Company effective July 1, 2005 pursuant to the
requirements of the statement. The Company is currently evaluating its
share-based employee compensation programs, the potential impact of this
statement on our consolidated financial position and results of operations and
the alternative adoption methods. As permitted by Statement 123, we currently
account for share-based payments to employees in accordance with Accounting
Principles Board Opinion No. 25 and do not recognize compensation cost for
employee stock options. The adoption of Statement 123R's fair value method will
have a significant impact on our consolidated results of operations. The impact
of adopting Statement 123R on future period earnings cannot be predicted at this
time because it will depend on levels of share-based payments granted in the
future.

In December 2004, the FASB issued Statement No. 153, "Exchanges of Nonmonetary
Assets - an amendment of APB Opinion No. 29." This Statement addresses the
measurement of exchanges of nonmonetary assets, eliminating the exception from
fair value measurement for nonmonetary exchanges of similar productive assets in
APB Opinion No. 29 and replacing it with an exception for exchanges that do not
have commercial substance. This Statement, which is to be applied prospectively,
is effective for nonmonetary asset exchanges occurring in fiscal periods
beginning after June 15, 2005. Earlier application is permitted for nonmonetary
asset exchanges occurring in fiscal periods beginning after the date of issuance
of this Statement. The adoption of Statement 153 is not expected to have a
significant impact on our consolidated financial statements.


                                        5
<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)

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In December 2004, the FASB issued two FASB staff positions (FSP): FSP FAS 109-1,
"Application of FASB Statement No. 109, Accounting for Income Taxes, for the Tax
Deduction Provided to U.S.-Based Manufacturers by the American Jobs Creation Act
of 2004"; and FSP FAS 109-2, "Accounting and Disclosure Guidance for the Foreign
Earnings Repatriation Provision Within the American Jobs Creation Act of 2004."
FSP FAS 109-1 clarifies that the tax deduction for domestic manufacturers under
the American Jobs Creation Act of 2004 (the Act) should be accounted for as a
special deduction in accordance with SFAS No. 109, "Accounting for Income
Taxes." FSP FAS 109-2 provides enterprises more time (beyond the financial
reporting period during which the Act took effect) to evaluate the Act's impact
on the enterprise's plan for reinvestment or repatriation of certain foreign
earnings for purposes of applying SFAS No. 109. Due to the complexity of the
repatriation provision, we are still evaluating the effects of the Act on our
plan for repatriation of foreign earnings and the related impact to our tax
provision. It is anticipated that this evaluation will be completed by the end
of fiscal 2005. Based on our analysis to date, the range of possible amounts
that we are currently considering eligible for repatriation is between zero and
$46 million. The related potential range of income tax is between zero and $3
million.

2. INVENTORIES, NET

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


                                              ---------            --------
                                              March 31,            June 30,
                                                2005                2004
                                               -------             -------
        Materials                              $22,573             $21,480
        Work in Process                         10,732              10,650
        Finished Goods                          24,249              20,728
                                               -------             -------
                                               $57,554             $52,858
                                               =======             =======

3.  STOCKHOLDERS' EQUITY

Changes in the components of stockholders' equity for the nine months ended
March 31, 2005 were as follows:

        Net earnings                                               $17,229
        Foreign currency translation adjustments                     1,690
        Common stock and additional paid-in
              capital effects of stock option activity               7,006
        Cash dividends declared on common stock                    (32,728)
        Purchases under stock repurchase plans                      (7,945)
        Unrealized loss on available-for-sale securities              (150)
                                                                  ---------
        Total decrease in stockholders' equity                    ($14,898)
                                                                  =========


                                        6

<PAGE>


                        DATASCOPE CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 (Unaudited, in thousands except per share data)


4. EARNINGS PER SHARE

The computation of basic and diluted earnings per share for the three and nine
months ended March 31, 2005 and 2004 is shown below.

<TABLE>
<CAPTION>
                                                            Nine Months Ended                  Three Months Ended
                                                        -------------------------           -------------------------
                                                        3/31/05           3/31/04           3/31/05           3/31/04
                                                        -------           -------           -------           -------
<S>                                                     <C>               <C>               <C>               <C>
Net earnings                                            $17,229           $16,939           $ 8,791           $ 7,120
                                                        =======           =======           =======           =======
Weighted average shares outstanding
for basic earnings per share                             14,795            14,780            14,797            14,789
Effect of dilutive employee stock options                   409               328               354               368
                                                        -------           -------           -------           -------
Weighted average shares outstanding
for diluted earnings per share                           15,204            15,108            15,151            15,157
                                                        =======           =======           =======           =======
Basic earnings per share                                $  1.16           $  1.15           $  0.59           $  0.48
                                                        =======           =======           =======           =======
Diluted earnings per share                              $  1.13           $  1.12           $  0.58           $  0.47
                                                        =======           =======           =======           =======
</TABLE>

Common shares related to options outstanding under the Company's stock option
plans amounting to 621 thousand shares for the three and nine months ended March
31, 2005 were excluded from the computation of diluted earnings per share, as
the effect would have been antidilutive. For the three and nine months ended
March 31, 2004, 801 thousand shares were excluded from the calculation for the
same reason.

5. COMPREHENSIVE INCOME

Our comprehensive income for the three and nine months ended March 31, 2005 and
2004 is shown below.

<TABLE>
<CAPTION>
                                                            Nine Months Ended                  Three Months Ended
                                                        --------------------------          -------------------------
                                                         3/31/05           3/31/04          3/31/05           3/31/04
                                                        --------          --------          --------          --------
<S>                                                     <C>               <C>               <C>               <C>
Net earnings                                            $ 17,229          $ 16,939          $  8,791          $  7,120
Foreign currency translation gain (loss)                   1,690             1,741            (1,125)             (343)
Unrealized loss on available-for-sale
   securities                                               (150)               --              (540)               --
                                                        --------          --------          --------          --------
Total comprehensive income                              $ 18,769          $ 18,680          $  7,126          $  6,777
                                                        ========          ========          ========          ========
</TABLE>


                                        7

<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 and central
monitoring systems that provide for patient safety and management of patient
care.

The Interventional Products / Vascular Grafts segment includes vascular closure
devices, which are used to seal arterial puncture wounds after catheterization
procedures, interventional radiology products used in dialysis access and a
proprietary line of knitted and woven polyester 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
                                                                  ---------         ---------         ---------       ------------
<S>                                                               <C>               <C>               <C>              <C>
---------------------------------------
Nine months ended March 31, 2005
---------------------------------------
Net sales to external customers                                   $ 212,082         $  45,884         $   1,134        $ 259,100
                                                                  ---------         ---------         ---------        ---------
Operating earnings (loss)                                         $  29,559         ($  8,297)        $   1,629        $  22,891
                                                                  ---------         ---------         ---------        ---------
Assets                                                            $ 192,426         $  80,516         $  92,287        $ 365,229
                                                                  ---------         ---------         ---------        ---------
---------------------------------------
Nine months ended March 31, 2004
---------------------------------------
Net sales to external customers                                   $ 202,546         $  50,218         $   1,036        $ 253,800
                                                                  ---------         ---------         ---------        ---------
Operating earnings (loss)                                         $  26,504         ($  3,734)        $     932        $  23,702
                                                                  ---------         ---------         ---------        ---------
Assets                                                            $ 172,660         $  63,932         $ 123,444        $ 360,036
                                                                  ---------         ---------         ---------        ---------

---------------------------------------
Three months ended March 31, 2005
---------------------------------------
Net sales to external customers                                   $  80,403         $  15,258         $     439        $  96,100
                                                                  ---------         ---------         ---------        ---------
Operating earnings (loss)                                         $  13,635         ($  3,670)        $   1,472        $  11,437
                                                                  ---------         ---------         ---------        ---------

---------------------------------------
Three months ended March 31, 2004
---------------------------------------
Net sales to external customers                                   $  71,846         $  17,628         $     426        $  89,900
                                                                  ---------         ---------         ---------        ---------
Operating earnings (loss)                                         $   9,385         ($  1,704)        $   2,459        $  10,140
                                                                  ---------         ---------         ---------        ---------

---------------------------------------                           ---------------------------         --------------------------
Reconciliation to consolidated earnings                               Nine Months Ended                    Three Months Ended
    before income taxes :                                         3/31/2005         3/31/2004         3/31/2005        3/31/2004
---------------------------------------                           ---------         ---------         ---------        ---------
Consolidated operating earnings                                   $  22,891         $  23,702         $  11,437        $  10,140
Interest income, net                                                  1,462             1,408               576              564
Other (expense) income                                                 (424)             (200)             (139)            (233)
                                                                  ---------         ---------         ---------        ---------
Consolidated earnings before income taxes                         $  23,929         $  24,910         $  11,874        $  10,471
                                                                  =========         =========         =========        =========
</TABLE>


(a)  Net sales of life science products by Genisphere are included within
     Corporate and Other. Assets within Corporate and Other include cash and
     investments, the corporate headquarters and cash surrender value of
     officers life insurance. Segment SG&A expenses include fixed corporate G&A
     charges.


                                        8

<PAGE>

                        DATASCOPE CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 (Unaudited, in thousands except per share data)

7. RETIREMENT BENEFIT PLANS

DEFINED BENEFIT PLANS - U.S. AND INTERNATIONAL

We have a defined benefit pension plan designed to provide retirement benefits
to substantially all U.S. employees. U.S. pension benefits are based on years of
service, compensation and the primary social security benefits. Funding for the
U.S. plan is within the range prescribed under the Employee Retirement Income
Security Act of 1974. Retirement benefits under the international plan are based
on years of service, final average earnings and social security benefits.
Funding policies for the international plan are based on local statutes and the
assets are invested in guaranteed insurance contracts.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS (SERPs)

We have noncontributory, unfunded supplemental defined benefit retirement plans
(SERPs) for the Chairman and Chief Executive Officer, Mr. Lawrence Saper, and
certain current and former key officers. Life insurance has been purchased to
recover a portion of the net after tax cost for these SERPs. The assumptions
used to develop the supplemental pension cost and the actuarial present value of
the projected benefit obligation are reviewed annually.

The components of net pension expense of our U.S. and international defined
benefit pension plans and the SERPs include the following:

<TABLE>
<CAPTION>
                                                                         Nine Months Ended March 31,
                                                     --------------------------------------------------------------
                                                       2005             2004               2005             2004
                                                     --------          ------            -------           -------
                                                      U.S. and International                       SERPs
                                                     -------------------------           -------------------------
<S>                                                  <C>               <C>               <C>               <C>
Service Cost                                         $ 2,007           $ 2,103           $   282           $   279
Interest Cost                                          2,561             2,222               621               530
Expected return on assets                             (2,081)           (2,251)               --                --
Amortization of:
   net loss (gain)                                       103               354               (91)               10
   unrecognized prior service cost                        10                 8                (1)               17
   remaining unrecognized net obligation                  --                32                --                --
                                                     -------           -------           -------           -------
      Net pension expense                            $ 2,600           $ 2,468           $   811           $   836
                                                     =======           =======           =======           =======
Employer contributions                               $ 2,243           $   125
                                                     =======           =======

<CAPTION>

                                                                         Three Months Ended March 31,
                                                     --------------------------------------------------------------
                                                       2005             2004               2005             2004
                                                     --------          ------            -------           -------
                                                      U.S. and International                       SERPs
                                                     -------------------------           -------------------------
<S>                                                  <C>               <C>               <C>               <C>
Service Cost                                         $   549           $   765           $    89           $    93
Interest Cost                                            700               807               195               176
Expected return on assets                               (569)             (818)               --                --
Amortization of:
   net loss (gain)                                        28               128               (29)                3
   unrecognized prior service cost                         3                 3                --                 6
   remaining unrecognized net obligation                  --                12                --                --
                                                     -------           -------           -------           -------
      Net pension expense                            $   711           $   897           $   255           $   278
                                                     =======           =======           =======           =======
Employer contributions                               $    38           $    45
                                                     =======           =======
</TABLE>

8. ACQUIRED INTANGIBLE ASSETS

The following is a summary of our intangible assets.

                                                      March 31,      June 30,
                                                        2005           2004
                                                      --------       --------
Purchased technology and licenses, gross              $ 22,212       $ 19,889
Accumulated amortization                                  (481)          (206)
                                                      --------       --------
Purchased technology and licenses, net                $ 21,731       $ 19,683
                                                      ========       ========


The balances in purchased technology and licenses primarily represent the
acquisition of assets and technology from X-Site Medical, LLC related to a
suture-based vascular closure device, the ProLumen thrombectomy device purchased
from Rex Medical, LP and a license for the right to manufacture and distribute
the Anestar anesthesia delivery systems. Amortization expense for the nine
months ended March 31, 2005 and 2004 was $275 thousand and $60 thousand,
respectively.

                                        9


<PAGE>

                        DATASCOPE CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 (Unaudited, in thousands except per share data)

8. ACQUIRED INTANGIBLE ASSETS (CONTINUED)

At March 31, 2005, estimated future amortization expense of intangible assets
subject to amortization is as follows: $0.1 million for the remaining three
months of fiscal 2005, and $1.5 million, $1.8 million, $2.1 million and $2.6
million for fiscal years 2006, 2007, 2008 and 2009, respectively.

Goodwill

Goodwill as of March 31, 2005 and 2004 was $4.1 million. There was no goodwill
acquired and no change in the carrying value of existing goodwill during the
nine months ended March 31, 2005. Of the $4.1 million in goodwill, $1.8 million
is in the Interventional Products / Vascular Grafts segment and $2.3 million is
in Corporate and Other.

9. SHORT-TERM DEBT

During the second quarter of fiscal 2005, we borrowed $10 million under our
existing credit facility to help pay the special dividend on October 8, 2004.
The borrowing was done because our long-term marketable securities are earning
interest at rates greater than our short-term borrowing rate. In January 2005 we
repaid $2 million of these borrowings. The balance of $8 million at March 31,
2005 was scheduled to mature in installments of $4 million in April 2005, $1
million in May 2005 and $3 million in July 2005. On April 7, 2005 we rolled over
the $4 million due in April to October 2005. The weighted average annual
interest rate of our short-term debt was 2.50% at March 31, 2005 and 3.09% after
the April rollover. We had no borrowings under our lines of credit as of
March 31, 2004.

10. COMMITMENTS AND CONTINGENCIES

LITIGATION

We are subject to certain legal actions, including product liability matters,
arising in the ordinary course of our business. We believe we have meritorious
defenses in all material pending lawsuits. We also believe that we maintain
adequate insurance against any potential liability for product liability
litigation. In accordance with generally accepted accounting principles we
accrue for legal matters if it is probable that a liability has been incurred
and an amount is reasonably estimable.

The Shaev litigation is described in our annual report on Form 10-K for the
fiscal year ended June 30, 2004. The parties have settled the matter and the
Court approved the settlement on March 21, 2005. Under the settlement, the
Company's liability is covered by insurance.

As noted in our Form 10-Q for the quarterly period ended December 31, 2004, on
January 20, 2005, Rex Medical LP filed a complaint against Datascope in the
United States District Court for the District of Delaware seeking monetary
damages, declaratory relief and other relief for alleged breaches related to
three technology transfer agreements. The Company filed its answer denying the
allegations of the complaint and seeks, by way of a counterclaim, monetary
damages and other appropriate relief. The Company believes it has meritorious
defenses to the allegations of the complaint and a meritorious counterclaim,
both of which the Company intends to vigorously pursue.

On March 17, 2005, Johns Hopkins University and Arrow International, Inc. filed
a complaint against Datascope in the United States District Court for the
District of Maryland seeking monetary damages and further relief as the Court
deems just and proper for alleged patent infringement of two United States
Patents related to thrombectomy devices. The Company intends to file an answer
denying the allegations of the complaint. The Company believes it has
meritorious defenses to the allegations of the complaint and the Company intends
to vigorously defend the matter.


                                       10


<PAGE>

                        DATASCOPE CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 (Unaudited, in thousands except per share data)

10. COMMITMENTS AND CONTINGENCIES (CONTINUED)

CREDIT ARRANGEMENTS

The credit lines disclosed in our annual report on Form 10-K for the fiscal year
ended June 30, 2004 that were scheduled to expire in October and November 2004
and March 2005 were renewed. At March 31, 2005, we had available lines of credit
totaling $91.6 million, with interest payable at each lender's prime rate. Of
the total available, $25 million expires in October 2005, $16.1 million expires
in November 2005 and $25 million expires in March 2006. These lines are
renewable annually at the option of the banks, and we plan to seek renewal. We
also have $25.5 million in credit lines with no expiration date.

OTHER CONTINGENCIES

Pursuant to agreements with X-Site Medical, LLC, Rex Medical LP and Heyer
Medical AG, we have contingent commitments to make additional payments, which
would be triggered by the achievement of certain milestones and sales
performance levels not currently estimable.

11. SPECIAL DIVIDEND AND INCREASE IN REGULAR DIVIDEND

On September 20, 2004, the Board of Directors declared a special dividend of
$2.00 per share and an increase in our regular quarterly dividend to 7 cents a
share from 5 cents a share. Both dividends were paid on October 8, 2004 to
shareholders of record on September 30, 2004. The special dividend amounted to
$29.6 million. The regular quarterly dividend of 7 cents was paid on January 18,
2005 to shareholders of record on December 27, 2004 and on April 5, 2005 to
shareholders of record on March 4, 2005.

12. INCOME TAXES

In the third quarter and first nine months of fiscal 2005, the consolidated
effective tax rate was 26.0% and 28.0% compared to 32.0% in the third quarter
and first nine months last year. The lower tax rate in the fiscal 2005 periods
was primarily attributable to reduced earnings in the U.S. and a greater benefit
for the Federal Research Credit.

13. SUBSEQUENT EVENT

We anticipate recording charges of approximately $3 million in the fourth
quarter of fiscal 2005 primarily related to the April 2005 termination of an R&D
project and severance costs for the InterVascular U.S. sales representatives
resulting from our decision to switch to exclusive distribution of InterVascular
graft products in the U.S. by W.L. Gore & Associates Inc.


                                       11


<PAGE>


                        DATASCOPE CORP. AND SUBSIDIARIES

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

BUSINESS OVERVIEW

     Datascope Corp. is a diversified medical device company that develops,
     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 principally by direct sales representatives
     in the United States and a combination of direct sales representatives and
     independent distributors in international markets. Our largest geographic
     markets are the United States, Europe and Japan.

     We believe that customers, primarily hospitals and other medical
     institutions, choose among competing products on the basis of product
     performance, features, price and service. In general, we believe price has
     become an important factor in hospital purchasing decisions because of
     pressure to cut costs. These pressures on hospitals result from federal and
     state regulations that limit reimbursement for services provided to
     Medicare and Medicaid patients. There are also cost containment pressures
     on healthcare systems outside the U.S. Many companies, some of which are
     substantially larger than us, are engaged in manufacturing competing
     products. Our products are generally not affected by economic cycles.

     Our sales growth depends upon the successful development and marketing of
     new products. We have continued to increase our investment in research and
     development (R&D). In the third quarter and first nine months of fiscal
     2005, we increased R&D spending 8% and 12% compared to the corresponding
     periods last year. We expect to continue to increase R&D spending in the
     fourth quarter of fiscal 2005 as compared to 2004. We also plan to increase
     sales through selective acquisitions of products and technologies from
     other companies. During the past two years we have made investments in new
     technologies, including the ProLumen(TM) thrombectomy device and the
     X-Site(R) vascular closure device. We have improved our operating margins
     through the sale of newer higher priced products, increasing the efficiency
     of our manufacturing operations and cost containment programs.

     Our financial position continued to be strong at the end of March 2005.
     Cash and short-and long-term marketable investments were $58.9 million
     compared to $69.4 million at June 30, 2004. In October 2004, we paid a
     special dividend of $2.00 per share and increased the regular quarterly
     dividend to 7 cents per share from 5 cents per share. The total for both
     dividends was $30.6 million.

RESULTS OF OPERATIONS

     NET SALES

     Net sales were $96.1 million in the third quarter and $259.1 million in the
     first nine months of fiscal 2005, compared to $89.9 million and $253.8
     million for the corresponding periods last year. Sales in the third quarter
     of fiscal 2005 benefited from Panorama(TM) central monitoring system sales
     of $6.1 million which were not recognizable in the second quarter because
     validation of a new software release was not completed in time to allow
     revenue recognition. The validation was completed in late January, 2005 and
     the Panorama sales were recognized in the third quarter.


                                       12
<PAGE>

     Sales of the Cardiac Assist / Monitoring Products segment were $80.4
     million in the third quarter of fiscal 2005 compared to $71.8 million and
     $212.1 million in the first nine months of fiscal 2005 compared to $202.5
     million last year.

         Sales of patient monitoring products in the third quarter of fiscal
         2005 of $44.7 million were 17% above last year primarily as a result of
         the Panorama shipments discussed above, higher sales of bedside
         monitors, Masimo SET(R)(1) pulse oximetry sensors and favorable foreign
         exchange translation of $0.3 million. Sales of patient monitoring
         products in the first nine months of fiscal 2005 were $109.6 million
         compared to $107.9 million last year, with favorable foreign exchange
         translation contributing $1.3 million to the increase.

         In the third quarter of fiscal 2005 the Patient Monitoring division
         introduced its new Duo(TM) monitor in the U.S. and international
         markets. The Duo monitor is designed for monitoring low acuity adult
         and pediatric patients in ER triage, surgery centers, general hospital
         and outpatient applications as well as other areas requiring routine
         checking of vital signs, but not continuous monitoring. The Duo is an
         extension to Datascope's current non-invasive blood pressure product
         line and is targeted to meet the needs of the lower price market
         segment, estimated at $35 million annually.

         Sales of cardiac assist products in the third quarter of fiscal 2005
         increased 6% to $35.7 million primarily as a result of continued strong
         worldwide market acceptance of our CS100(TM) balloon pump, an
         innovative, fully automated counterpulsation pump as well as continued
         higher sales of intra-aortic balloons in international markets.
         Favorable foreign exchange of $0.3 million also increased cardiac
         assist sales in the third quarter. In the first nine months of fiscal
         2005, sales of cardiac assist products were $102.5 million compared to
         $94.6 million last year, with the increase due to the same reasons
         discussed above and favorable foreign exchange translation of $1.4
         million.

         In January 2005, the Cardiac Assist division launched the Linear(TM)
         7.5 Fr. intra-aortic balloon (IAB) with the smallest diameter of any
         IAB in the U.S. market, a thinner, yet stronger membrane,
         Durathane(TM), the most abrasion resistant of any IAB, and a
         substantially lower insertion force than any competitive IAB,
         facilitating balloon delivery and allowing for faster initiation of
         therapy.

     Sales of the Interventional Products / Vascular Grafts segment were $15.3
     million compared to $17.6 million in the third quarter and $45.9 million in
     the first nine months of fiscal 2005 compared to $50.2 million last year.

         Sales of interventional products were $6.7 million compared to $9.4
         million last year as sales of vascular closure devices continued to
         decline. Higher sales of new products introduced last year,
         Safeguard(TM) and ProLumen(TM), partially offset the decline. We expect
         to launch two important new products intended to reverse the downtrend:
         X-Site(R), an innovative suture-based device, and On-Site(TM), a new,
         innovative collagen-based closure device. Customer response to beta
         site testing of the X-Site device has been positive and we are moving
         ahead with plans to ramp up manufacturing to support a market launch in
         the first quarter of fiscal 2006. We continue to anticipate that beta
         testing for On-Site will commence during the summer of 2005, with
         market introduction to occur in the second quarter of fiscal 2006,
         following the introduction of X-Site. In the first nine months of
         fiscal 2005, sales of Interventional Products were $21.7 million
         compared to $28.0 million last year because of the continued decline in
         sales of vascular closure devices.

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

                                       13
<PAGE>

         We also continue to introduce new products serving other hemostasis
         markets and the dialysis market. On April 20, 2005, we launched the
         Safeguard(TM) 12cm, a smaller size Safeguard that is especially useful
         for managing hemostasis in brachial and radial procedures, and in the
         current quarter we plan a full market launch of our new ProGuide(TM)
         chronic dialysis catheter, which allows for needle-free access for the
         dialysis procedure and competes in a worldwide market of more than $100
         million.

         Sales of InterVascular Inc.'s products were $8.6 million, 5% above last
         year, reflecting increased sales to Japan, sales to our OEM distributor
         and favorable foreign exchange of $0.3 million. In the first nine
         months of fiscal 2005, sales of InterVascular products were $24.2
         million compared to $22.2 million last year, due to the same reasons
         discussed above. We continue our efforts to obtain FDA clearance to
         market InterGard(R) Silver grafts in the United States.

         Datascope has entered into an agreement with W.L. Gore & Associates,
         Inc. (Gore), under which Gore will become the exclusive distributor of
         InterVascular Inc.'s full line of polyester grafts and patches in the
         United States, effective May 1, 2005. The InterVascular product will be
         sold by Gore's U.S. Vascular Surgery Sales Team and will be co-branded
         under the InterVascular and Gore names. In Europe, the InterVascular
         product line will continue to be marketed by InterVascular's dedicated
         sales professionals and exclusive distributors. In other international
         markets, InterVascular's products will continue to be sold through an
         extensive distribution network.

     Sales of Genisphere products were $0.4 million and $1.1 million in the
     third quarter and first nine months of fiscal 2005, respectively, compared
     to $0.4 million and $1.0 million for the corresponding periods last year.

     GROSS PROFIT (NET SALES LESS COST OF SALES)

         The gross profit percentage was 57.9% for the third quarter compared to
         58.9% for the corresponding period last year. The decrease in the gross
         profit percentage in the third quarter of fiscal 2005 was primarily due
         to a less favorable sales mix and start-up costs associated with
         production of new interventional products. The gross profit percentage
         in the first nine months of fiscal 2005 was 59.1% compared to 58.6% for
         the same period last year, with the improvement primarily attributable
         to an improved gross margin percentage in the Cardiac Assist /
         Monitoring Products segment, as a result of sales of new products
         including the Fidelity balloon catheter, the CS100 balloon pump,
         Spectrum(TM) and Trio(TM) monitors and the Panorama central monitoring
         system, a Datascope developed product that has a higher gross margin
         than the previous system that was purchased from an OEM supplier. Also
         contributing to the improved gross margin percentage were cost
         reduction programs in the Cardiac Assist / Monitoring Products segment.


                                       14
<PAGE>

     RESEARCH AND DEVELOPMENT (R&D)

         We continue to increase our investment in new product development and
         improvements of existing products. R&D also reflects expenses for
         regulatory compliance and clinical evaluations. R&D expenses increased
         8% to $9.1 million in the third quarter of fiscal 2005, equivalent to
         9.5% of sales compared to $8.4 million or 9.4% of sales in the third
         quarter last year. R&D expenses increased 12% to $26.5 million in the
         first nine months of fiscal 2005, equivalent to 10.2% of sales compared
         to $23.7 million, or 9.3% of sales for the same period last year. In
         the third quarter of fiscal 2005, the relationship of R&D to sales was
         affected by the $6.1 million Panorama sales recognized in the third
         quarter, as discussed above.

         R&D expenses for the Cardiac Assist / Monitoring Products segment of
         $5.1 million in the third quarter and $14.8 million in the first nine
         months of 2005 were unchanged from last year.

         R&D expenses for the Interventional Products / Vascular Grafts segment
         were $3.4 million in the third quarter and $9.8 million in the first
         nine months of fiscal 2005, compared to $2.4 million and $6.8 million
         in the corresponding periods last year, with the increases attributable
         to new product development projects and higher clinical and regulatory
         costs.

         The balance of consolidated R&D is in Corporate and Other and amounted
         to $0.6 million in the third quarter and $1.9 million in the first nine
         months of fiscal 2005 compared to $0.9 million and $2.1 million in the
         corresponding periods last year.

     SELLING, GENERAL & ADMINISTRATIVE EXPENSES (SG&A)

         SG&A expenses increased 2% to $35.1 million in the third quarter of
         fiscal 2005 or 36.5% of sales compared to $34.4 million or 38.2% of
         sales last year. In the first nine months of fiscal 2005, SG&A expenses
         increased 2% to $103.8 million, or 40.1% of sales, compared to $101.4
         million, or 39.9% of sales for the same period last year. In the third
         quarter of fiscal 2005, the relationship of SG&A to sales was affected
         by the $6.1 million Panorama sales recognized in the third quarter, as
         discussed above.

         SG&A expenses for the Cardiac Assist / Monitoring Products segment
         increased $1.7 million or 7% to $26.8 million in the third quarter of
         fiscal 2005 and $6.6 million or 10% to $75.8 million in the first nine
         months of fiscal 2005, with the increases primarily attributable to
         additions to, and filling of, field sales and clinical education
         positions as compared to the prior year periods and unfavorable foreign
         exchange translation ($0.3 million).

         SG&A expenses for the Interventional Products / Vascular Grafts segment
         decreased 18% to $10.3 million in the third quarter of fiscal 2005 and
         10% to $31.3 million in the first nine months of fiscal 2005, due to
         reductions in the U.S. sales organizations, partially offset by
         unfavorable foreign exchange translation ($0.2 million).

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


                                       15
<PAGE>


     OTHER INCOME AND EXPENSE

         Interest income of $0.6 million in the third quarter was unchanged
         compared to last year. A decrease in the average portfolio to $49.1
         million from $68.7 million was offset by an increase in the average
         yield from 2.5% to 3.8%. The decrease in the average portfolio was
         primarily attributable to selling short-term investments at the
         beginning of the second quarter to fund the payment of the special
         dividend paid on October 8, 2004 ($29.6 million). Interest income was
         $1.6 million in the first nine months of fiscal 2005 compared to $1.4
         million in the same period last year.

         Other expense of $0.1 million in the third quarter of fiscal 2005
         compared to $0.2 million last year. In the first nine months of fiscal
         2005 other expense was $0.4 million compared to $0.2 million in the
         corresponding period last year, with the increase in the nine month
         period of fiscal 2005 primarily due to the benefit last year from
         higher foreign exchange gains.

     INCOME TAXES

         In the third quarter and first nine months of fiscal 2005, the
         consolidated effective tax rate was 26.0% and 28.0% compared to 32.0%
         in the third quarter and first nine months last year. The lower tax
         rate in the fiscal 2005 periods was primarily attributable to reduced
         earnings in the U.S. and a greater benefit for the Federal Research
         Credit.

         On October 4, 2004, the Working Families Tax Relief Act of 2004
         ("WFTRA") was enacted. The WFTRA includes a July 1, 2004 retroactive
         reinstatement of the Federal Research Credit, which is now scheduled to
         expire on December 31, 2005. On October 22, 2004, the American Jobs
         Creation Act of 2004 ("AJCA") was enacted. Under AJCA, the
         Extraterritorial Income Exclusion (EIE) is being phased out over a two
         year period. Our effective tax rate for the third quarter and first
         nine months of fiscal 2005 includes the net benefit of the
         reinstatement of the Research Credit and the initial phase-out of the
         EIE.

         The AJCA also provides a temporary 85% dividends-received deduction for
         certain cash dividends repatriated from our international operations.
         The amount of dividends eligible for repatriation is subject to several
         limitations, and requires that the proceeds be invested in the U.S.
         pursuant to an approved domestic reinvestment plan. On January 13,
         2005, the Internal Revenue Service issued the first of a series of
         notices providing guidance for eligibility of the special
         dividends-received deduction. Additionally, on December 28, 2004, the
         tax treaty between the U.S. and the Netherlands was amended, which will
         affect the net impact of certain dividends repatriated from the
         Netherlands.

         At this time, we are reviewing the preliminary guidance and tax treaty
         provisions to determine the net impact of any dividend repatriation.
         Due to the complexity of the repatriation provision, we are still
         evaluating the effects of the Act on our plan for repatriation of
         foreign earnings and the related impact to our tax provision. It is
         anticipated that this evaluation will be completed by the end of fiscal
         2005. Based on our analysis to date, the range of possible amounts that
         we are currently considering eligible for repatriation is between zero
         and $46 million. The related potential range of income tax is between
         zero and $3 million.


                                       16
<PAGE>


     NET EARNINGS

         Net earnings were $8.8 million or $0.58 per diluted share in the third
         quarter of fiscal 2005 compared to $7.1 million or $0.47 per diluted
         share last year. Earnings in the third quarter of fiscal 2005 benefited
         from Panorama sales of $6.1 million recognized in the third quarter, as
         discussed above, and a lower effective tax rate. Partially offsetting
         the above was a lower gross margin percentage and higher R&D and SG&A
         expenses as discussed above. Net earnings were $17.3 million or $1.13
         per diluted share in the first nine months of fiscal 2005 compared to
         $16.9 million or $1.12 per diluted share for the same period last year.

         We anticipate recording charges of approximately $3 million in the
         fourth quarter of fiscal 2005 primarily related to the April 2005
         termination of an R&D project and severance costs for InterVascular
         U.S. sales representatives resulting from our decision to switch to
         exclusive distribution of InterVascular graft products in the U.S. by
         W.L. Gore & Associates Inc.

     LIQUIDITY AND CAPITAL RESOURCES

         Working capital was $101.8 million at March 31, 2005 compared to $119.9
         million at June 30, 2004. The current ratio was 2.6:1 compared to 3.3:1
         at June 30, 2004. The decrease in working capital and the current ratio
         was primarily due to an increase in current liabilities, attributable
         to short-term borrowings of $8.0 million, and a reduction of $11.1
         million in cash and short-term investments primarily related to funding
         the special dividend paid in October 2004 of $29.6 million.

         In the first nine months of fiscal 2005, cash provided by operations
         was $29.6 million compared to $33.2 million last year, with the
         decrease primarily due to increased inventories and accounts receivable
         and a decrease in accrued expenses, partially offset by a decrease in
         other assets, primarily related to income tax refunds.

         Net cash provided by investing activities was $1.2 million, primarily
         attributable to sales of investments of $20.9 million and maturities of
         investments of $19.6 million, offset by $27.1 million for purchases of
         investments, $4.6 million for capitalized software, the purchase of
         $5.2 million of property, plant and equipment and $2.3 million for
         purchased technology and licenses. Net cash used in financing
         activities was $27.0 million, due to $32.4 million dividends paid,
         stock repurchases of $7.9 million and repayments of short-term
         borrowings of $2.0 million, offset by short-term borrowings of $10.0
         million and the exercise of stock options of $5.4 million.

         On September 20, 2004, the Board of Directors declared a special
         dividend of $2.00 per share and an increase in our regular quarterly
         dividend to 7 cents a share from 5 cents a share. Both dividends were
         paid on October 8, 2004 to shareholders of record on September 30,
         2004. The special dividend amounted to $29.6 million.

         On December 8, 2004, the Board of Directors declared a quarterly cash
         dividend of $0.07 per share payable on January 18, 2005 to stockholders
         of record as of December 27, 2004.

         On February 22, 2005, the Board of Directors declared a quarterly cash
         dividend of $0.07 per share payable on April 5, 2005 to stockholders of
         record as of March 4, 2005.

         To assist with the payment of the special dividend totaling $29.6
         million, we borrowed $10 million for periods up to nine months with
         interest rates averaging 2.36%. The borrowing was executed against our
         existing credit lines since the current lending rates were lower than
         the earnings rate on our long-term marketable securities. On January 7,
         2005, we repaid $2.0 million of the borrowing, and expect to repay the
         remainder of the borrowing as funds are generated from operations.


                                       17
<PAGE>

         The credit lines disclosed in our Form 10-K for the fiscal year ended
         June 20, 2004 that were scheduled to expire in October and November
         2004 and March 2005 were renewed. At March 31, 2005, we had available
         lines of credit totaling $91.6 million, with interest payable at each
         lender's prime rate. Of the total available, $25 million expires in
         October 2005, $16.1 million expires in November 2005 and $25.0 million
         expires in March 2006. These lines are renewable annually at the option
         of the banks, and we plan to seek renewal. We also have $25.5 million
         in lines of credit with no expiration date.

         On May 16, 2001, the Board of Directors authorized $40 million to buy
         shares of our common stock from time to time, subject to market
         conditions and other relevant factors affecting the Company. We
         purchased about 205 thousand of our common shares for approximately
         $7.9 million during the first nine months of fiscal 2005. To date we
         have repurchased approximately 909 thousand shares at a cost of $35.1
         million. The remaining balance under the existing share repurchase
         program is $4.9 million.

         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, capital and 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 risks cannot be
         predicted or quantified and are at least partly outside our control,
         including the risk that the new product introductions planned for the
         vascular closure market will not reverse the sales decline in the
         Interventional Products division, that there is a delay in building
         inventory of X-Site devices necessary to support the introduction to
         the market of that product in the first quarter of fiscal 2006, that
         introduction of On-Site will not occur in the second quarter of fiscal
         2006 and that market conditions may change, particularly as the result
         of competitive activity in the markets served by the Company.
         Additional risks are the Company's dependence on certain unaffiliated
         suppliers (including single source manufacturers) for Patient
         Monitoring, Cardiac Assist and Interventional 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.

     RECENT ACCOUNTING PRONOUNCEMENTS

         In November 2004, the Financial Accounting Standards Board (FASB)
         issued Statement No. 151, "Inventory Costs - an amendment of ARB No.
         43, Chapter 4." The new standard indicates that abnormal freight,
         handling costs, and wasted materials (spoilage) are required to be
         treated as current period charges rather than as a portion of inventory
         cost. Additionally, the standard clarifies that fixed production
         overhead should be allocated based on the normal capacity of a
         production facility. Statement 151 is effective for the Company in
         fiscal 2006. The adoption of Statement 151 is not expected to have a
         material impact on the Company's consolidated financial statements.


                                       18
<PAGE>

         In December 2004, the FASB issued Statement No. 123R (revised 2004)
         "Share-Based Payment," (Statement 123R) that will require all
         share-based payments to employees, including grants of employee stock
         options, to be recognized as an operating expense in the income
         statement. The cost is recognized over the requisite service period
         based on fair values measured on grant dates. The new standard will be
         adopted by the Company effective July 1, 2005 pursuant to the
         requirements of the statement. The Company is currently evaluating its
         share-based employee compensation programs, the potential impact of
         this statement on our consolidated financial position and results of
         operations and the alternative adoption methods. As permitted by
         Statement 123, we currently account for share-based payments to
         employees in accordance with Accounting Principles Board Opinion No. 25
         and do not recognize compensation cost for employee stock options. The
         adoption of Statement 123R's fair value method will have a significant
         impact on our consolidated results of operations. The impact of
         adopting Statement 123R on future period earnings cannot be predicted
         at this time because it will depend on levels of share-based payments
         granted in the future.

         In December 2004, the FASB issued Statement No. 153, "Exchanges of
         Nonmonetary Assets - an amendment of APB Opinion No. 29." This
         Statement addresses the measurement of exchanges of nonmonetary assets,
         eliminating the exception from fair value measurement for nonmonetary
         exchanges of similar productive assets in APB Opinion No. 29 and
         replacing it with an exception for exchanges that do not have
         commercial substance. This Statement, which is to be applied
         prospectively, is effective for nonmonetary asset exchanges occurring
         in fiscal periods beginning after June 15, 2005. Earlier application is
         permitted for nonmonetary asset exchanges occurring in fiscal periods
         beginning after the date of issuance of this Statement. The adoption of
         Statement 153 is not expected to have a significant impact on our
         consolidated financial statements.

         In December 2004, the FASB issued two FASB staff positions (FSP): FSP
         FAS 109-1, "Application of FASB Statement No. 109, Accounting for
         Income Taxes, for the Tax Deduction Provided to U.S.-Based
         Manufacturers by the American Jobs Creation Act of 2004"; and FSP FAS
         109-2, "Accounting and Disclosure Guidance for the Foreign Earnings
         Repatriation Provision Within the American Jobs Creation Act of 2004."
         FSP FAS 109-1 clarifies that the tax deduction for domestic
         manufacturers under the American Jobs Creation Act of 2004 (the Act)
         should be accounted for as a special deduction in accordance with SFAS
         No. 109, "Accounting for Income Taxes." FSP FAS 109-2 provides
         enterprises more time (beyond the financial reporting period during
         which the Act took effect) to evaluate the Act's impact on the
         enterprise's plan for reinvestment or repatriation of certain foreign
         earnings for purposes of applying SFAS No. 109. Due to the complexity
         of the repatriation provision, we are still evaluating the effects of
         the Act on our plan for repatriation of foreign earnings and the
         related impact to our tax provision. It is anticipated that this
         evaluation will be completed by the end of fiscal 2005. Based on our
         analysis to date, the range of possible amounts that we are currently
         considering eligible for repatriation is between zero and $46 million.
         The related potential range of income tax is between zero and $3
         million.


                                       19
<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 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 intercompany receivables hedged.
     The net gains or losses on these foreign currency forward exchange
     contracts are included within Other, net, in our condensed consolidated
     statements of earnings. 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 nine month periods
     ended March 31, 2005 and 2004.

     As of March 31, 2005, we had a notional amount of $16.2 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

     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 Disclosure Committee and 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.

     The review of internal controls periodically gives rise to modifications
     and improvements designed to enhance the efficacy of our controls and we
     implement changes from time to time to effectuate such changes. Subject to
     the forgoing, we do not believe that any changes we instituted constitute
     significant changes during the registrant's most recent fiscal quarter to
     our internal controls the disclosure of which would be required.


                                       20
<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 for
         the fiscal year ended June 30, 2004. The parties have settled the
         matter and the Court approved the settlement on March 21, 2005. Under
         the settlement the Company's liability is covered by insurance.

         As noted in our Form 10-Q for the quarterly period ended December 31,
         2004, on January 20, 2005, Rex Medical LP filed a complaint against
         Datascope in the United States District Court for the District of
         Delaware seeking monetary damages, declaratory relief and other relief
         for alleged breaches related to three technology transfer agreements.
         The Company filed its answer denying the allegations of the complaint
         and seeks, by way of a counterclaim, monetary damages and other
         appropriate relief. The Company believes it has meritorious defenses to
         the allegations of the complaint and a meritorious counterclaim, both
         of which the Company intends to vigorously pursue.

         On March 17, 2005, Johns Hopkins University and Arrow International,
         Inc. filed a complaint against Datascope in the United States District
         Court for the District of Maryland seeking monetary damages and further
         relief as the Court deems just and proper for alleged patent
         infringement of two United States Patents related to thrombectomy
         devices. The Company intends to file an answer denying the allegations
         of the complaint. The Company believes it has meritorious defenses to
         the allegations of the complaint and the Company intends to vigorously
         defend the matter.


     Item 2.  Changes In Securities, Use of Proceeds and Issuer Purchases of
              Equity Securities

         The following table sets forth information on repurchases by the
         Company of its common stock during the third quarter of fiscal year
         2005.

<TABLE>
<CAPTION>
                                                                    Total Number of Shares      Total Value of Shares
                                                       Average            Purchased           that May Yet Be Purchased
                                  Total Number of       Price       as a Part of Publicly         Under the Programs
           Fiscal Period          Shares Purchased    Per Share       Announced Programs              ($ 000's)
     ---------------------------  ----------------    ----------    ----------------------    -------------------------
       <S>                              <C>           <C>                  <C>                          <C>
       1/01/05 - 1/31/05                 5,327        $    39.10           $     5,327               $     5,770
       2/01/05 - 2/28/05                21,715             37.73                21,715                     4,950
       3/01/05 - 3/31/05                 2,015             35.80                 2,015                     4,878
                                     ---------        ----------           -----------               -----------
       Total Third quarter              29,057        $    37.85           $    29,057               $     4,878
                                     =========        ==========           ===========               ===========
</TABLE>

         The current stock repurchase program was announced on May 16, 2001.
         Approval was granted for up to $40 million in repurchases and there is
         no expiration date on the current program.


                                       21
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

         a.  Exhibits

             31.1  Certification of Principal Executive Officer Regarding Facts
                   and Circumstances Relating to Quarterly Reports
             31.2  Certification of Principal Financial Officer Regarding Facts
                   and Circumstances Relating to Quarterly Reports
             32.1  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. During the quarter for which this report on
              Form 10-Q is filed, the Registrant filed a Form 8-K dated January
              28, 2005, pertaining to the Earnings Release of Datascope Corp.
              dated January 27, 2005.


                                       22
<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
                                      ----------------------------------------
                                      Lawrence Saper
                                      Chairman of the Board and
                                      Chief Executive Officer


                                  By: /s/ Murray Pitkowsky
                                      ----------------------------------------
                                      Murray Pitkowsky
                                      Senior Vice President, Chief Financial
                                      Officer and Treasurer


Dated: May 10, 2005


                                       23