<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   ----------

                                   FORM 10-Q/A
                                AMENDMENT NO. 1
(Mark One)

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

         For the quarterly period ended September 30, 2003

                                       OR

/ /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

              For the transition period from            to
                                             --------------

                          Commission File Number 0-6516

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

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

  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 October 31, 2003:
14,771,146.


<PAGE>

Purpose of Amendment

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


                                 Datascope Corp

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

                                                                                                  Page
Part I.  FINANCIAL INFORMATION
<S>             <C>                                                                               <C>
     Item 1.    Financial Statements

                Condensed Consolidated Balance Sheets at
                September 30, 2003 and June 30, 2003                                               1

                Condensed Consolidated Statements of Earnings                                      2

                Condensed Consolidated Statements of Cash Flows (As Restated)                      3

                Notes to Condensed Consolidated Financial Statements                             4-7

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

     Item 3.    Quantitative and Qualitative Disclosures about Market Risk                        14

     Item 4.    Controls and Procedures                                                           14

Part II. OTHER INFORMATION

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

Signatures                                                                                        17

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

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

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



<PAGE>

PART I.  FINANCIAL INFORMATION

         Item 1. Financial Statements

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

                                                                                         Sept 30,        June 30,
                                                                                           2003            2003
                                                                                      ------------     -----------
       Assets                                                                                                  (a)
<S>                                                                                   <C>              <C>
       Current Assets:
         Cash and cash equivalents                                                    $    14,193      $    10,572
         Short-term investments                                                            32,324           27,878
         Accounts receivable less allowance for
           doubtful accounts of $2,126 and $2,020                                          65,531           73,924
         Inventories                                                                       53,655           49,409
         Prepaid expenses and other current assets                                         11,702           15,733
                                                                                      -----------      -----------
             Total Current Assets                                                         177,405          177,516

       Property, Plant and Equipment, net of accumulated
          depreciation of $70,733 and $68,431                                              88,729           89,607
       Long-term Investments                                                               40,944           36,827
       Other Assets                                                                        36,285           34,882
                                                                                      -----------      -----------
                                                                                      $   343,363      $   338,832
                                                                                      ===========      ===========
       Liabilities and Stockholders' Equity
       Current Liabilities:
         Accounts payable                                                             $    14,287      $    13,137
         Accrued expenses                                                                  17,588           14,064
         Accrued compensation                                                              12,636           14,579
         Deferred revenue                                                                   3,865            4,362
         Taxes on income                                                                      612               --
                                                                                        ---------        ---------
             Total Current Liabilities                                                     48,988           46,142

       Other Liabilities                                                                   21,348           21,015
       Stockholders' Equity
         Preferred stock, par value $1.00 per share:
           Authorized 5 million shares; Issued, none                                           --               --
         Common stock, par value $.01 per share:
           Authorized, 45 million shares;
           Issued, 17,784 and 17,750 shares                                                   178              178
         Additional paid-in capital                                                        74,172           73,319
         Treasury stock at cost, 3,013 and 2,981 shares                                   (88,477)         (87,423)
         Retained earnings                                                                294,156          292,912
         Accumulated other comprehensive loss:
           Cumulative translation adjustments                                              (4,126)          (4,435)
           Minimum pension liability adjustments                                           (2,876)          (2,876)
                                                                                      -----------      -----------
             Total Stockholders' Equity                                                   273,027          271,675
                                                                                      -----------      -----------
                                                                                      $   343,363      $   338,832
                                                                                      ===========      ===========
</TABLE>

(a) Derived from consolidated audited financial statements

                 See notes to condensed consolidated financial statements

                                        1
<PAGE>

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


                                                   Three Months Ended
                                                      September 30,
                                            -------------------------------
                                                2003               2002
                                            ------------        -----------

Net Sales                                   $     77,100        $    72,000
                                            ------------        -----------

Costs and Expenses:
  Cost of sales                                   31,878             29,884
  Research and development
    expenses                                       7,223              7,038
  Selling, general and
    administrative expenses                       32,093             29,782
                                            ------------        -----------
                                                  71,194             66,704
                                            ------------        -----------

Operating Earnings                                 5,906              5,296

Other (Income) Expense:
  Interest income                                   (386)              (301)
  Other, net                                         116                166
                                            ------------        -----------
                                                    (270)              (135)
                                            ------------        -----------

Earnings Before Taxes on Income                    6,176              5,431

Taxes on Income                                    1,976              1,738
                                            ------------        -----------

Net Earnings                                $      4,200        $     3,693
                                            ============        ===========


Earnings Per Share, Basic                   $       0.28        $      0.25
                                            ============        ===========
Weighted average common
   shares outstanding, Basic                      14,770             14,778
                                            ============        ===========

Earnings Per Share, Diluted                 $       0.28        $      0.25
                                            ============        ===========
Weighted average common
   shares outstanding, Diluted                    15,004             14,859
                                            ============        ===========

            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>

                                                                                        Three Months Ended
                                                                                          September 30,
                                                                               -------------------------------------
                                                                                    2003                 2002
                                                                               ----------------     ----------------
                                                                                   ( As restated, see note 7 )
<S>                                                                            <C>                  <C>
Operating Activities:
     Net cash provided by operating activities                                        $ 15,951             $ 10,078
                                                                               ----------------     ----------------

Investing Activities:
     Capital expenditures                                                                 (775)              (1,641)
     Purchases of investments                                                          (19,367)             (11,572)
     Maturities of investments                                                          10,804                6,962
     Capitalized software                                                               (1,834)                (834)
     Purchased technology and licenses                                                      --                  (66)
                                                                               ----------------     ----------------
     Net cash used in investing activities                                             (11,172)              (7,151)
                                                                               ----------------     ----------------

Financing Activities:
     Treasury shares acquired under repurchase programs                                 (1,054)                (182)
     Exercise of stock options and other                                                   721                  105
     Cash dividends paid                                                                  (739)                (740)
                                                                               ----------------     ----------------
     Net cash used in financing activities                                              (1,072)                (817)
                                                                               ----------------     ----------------

     Effect of exchange rates on cash                                                      (86)                  77
                                                                               ----------------     ----------------

Increase in cash and cash equivalents                                                    3,621                2,187
Cash and cash equivalents, beginning of period                                          10,572                5,548
                                                                               ----------------     ----------------

Cash and cash equivalents, end of period                                              $ 14,193             $  7,735
                                                                               ================     ================

Supplemental Cash Flow Information
     Cash refunded during the period for:
       Income taxes, net                                                               ($2,874)               ($654)
                                                                               ----------------     ----------------

     Non-cash investing and financing activities:
       Net transfers of inventory to fixed assets
         for use as demonstration equipment                                           $  2,231             $  1,860
                                                                               ----------------     ----------------
</TABLE>


            See notes to condensed consolidated financial statements

                                        3

<PAGE>

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

1.  Summary of Significant Accounting Policies

Basis of Presentation

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

Preparation of the Company's financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts in
the financial statements and accompanying notes. Actual results could differ
from those estimates. For further information, refer to the consolidated
financial statements and Notes included in the Company's Annual Report on
Form 10-K/A for the fiscal year ended June 30, 2003.

Stock-Based Compensation

We continue to account for our employee stock-based compensation plans in
accordance with Accounting Principles Board Opinion No. 25 "Accounting for Stock
Issued to Employees." Under this opinion, because the exercise price of our
employee stock options equals the market price of the underlying stock on the
date of grant, no compensation expense is recognized.

As required by Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation," as amended, the fair value of option
grants is estimated on the date of grant using an option-pricing model. The
following table illustrates the effect on net earnings and earnings per share if
we had applied the fair value recognition provisions of SFAS No. 123 to our
stock-based compensation.

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                         September 30,
                                                                  --------------------------
                                                                      2003           2002
                                                                  ----------      ----------
<S>                                                               <C>             <C>
         Net earnings - as reported                               $    4,200       $  3,693
         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                     (854)          (879)
                                                                  ----------       ---------
         Net earnings - pro forma                                 $    3,346       $   2,814
                                                                  ==========       =========
         Earnings per share:
               Basic - as reported                                $     0.28       $    0.25
                                                                  ==========       =========
               Basic - pro forma                                  $     0.23       $    0.19
                                                                  ==========       =========
               Diluted - as reported                              $     0.28       $    0.25
                                                                  ==========       =========
               Diluted - pro forma                                $     0.22       $    0.19
                                                                  ==========       =========
</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)

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

The fair values of option grants were determined using the Black-Scholes
option-pricing model with the following assumptions:
                                                    Three Months Ended
                                                       September 30,
                                            ---------------------------------
                                                2003                 2002
                                            ------------          -----------
           Dividend yield                         0.61%                0.71%
           Volatility                               34%                  34%
           Risk-free interest rate                2.95%                2.54%
           Expected life                      5.2 Years            5.2 Years

Recent Accounting Pronouncements

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

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characterisics of both Liabilities and Equity." The Statement
improves the accounting for certain financial instruments that, under previous
guidance, issuers could account for as equity. The new Statement requires that
those instruments be classified as liabilities in statements of financial
position. Most of the guidance in SFAS No. 150 is effective for all financial
instruments entered into or modified after May 31,2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. The adoption of SFAS No. 150 did not have any impact on the Company's
financial statements.

2.  Inventories, Net

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

                                               -----------       ----------
                                                 Sept 30,          June 30,
                                                  2003              2003
                                               -----------       ----------
                   Materials                   $    24,096       $   20,523
                   Work in Process                   8,514            8,093
                   Finished Goods                   21,045           20,793
                                               -----------       ----------
                                               $    53,655       $   49,409
                                               ===========       ==========


                                        5
<PAGE>

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

3.  Stockholders' Equity

Changes in the components of stockholders' equity for the three months ended
September 30, 2003 were as follows:

          Net earnings                                           $    4,200
          Foreign currency translation adjustments                      309
          Common stock and additional paid-in
                capital effects of stock option activity                853
          Cash dividends on common stock                             (2,956)
          Purchases under stock repurchase plans                     (1,054)
                                                                 ----------
          Total increase in stockholders' equity                 $    1,352
                                                                 ==========

4.  Earnings Per Share

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

<TABLE>
<CAPTION>

---------------------------------      ---------------------------------------      --------------------------------------
For Three Months Ended                           September 30, 2003                           September 30, 2002
---------------------------------      ---------------------------------------      --------------------------------------
                                          Net                      Per Share           Net                      Per Share
Basic EPS                               Earnings       Shares        Amount          Earnings       Shares        Amount
---------                             -----------   -----------   -----------      -----------   -----------   -----------
<S>                                    <C>          <C>           <C>              <C>           <C>           <C>
Earnings available to
   common shareholders                 $    4,200        14,770    $     0.28       $    3,693        14,778    $     0.25

Diluted EPS
Options issued to employees                    --           234            --               --            81            --
                                       ----------    ----------    ----------       ----------    ----------    ----------

Earnings available to
   common shareholders                 $    4,200        15,004    $     0.28       $    3,693        14,859    $     0.25
                                       ==========    ==========    ==========       ==========    ==========    ==========
</TABLE>

5.  Comprehensive Income

In accordance with SFAS No. 130, "Reporting Comprehensive Income", we disclose
comprehensive income and its components. For the three month periods ended
September 30, 2003 and 2002 our comprehensive income was as follows:

                                                    ----------      ----------
                                                       2003            2002
                                                    ----------      ----------
         Net earnings                               $    4,200      $    3,693
         Foreign currency translation gain                 309             104
                                                    ----------      ----------
         Total comprehensive income                 $    4,509      $    3,797
                                                    ==========      ==========


                                        6

<PAGE>

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

6.  Segment Information

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

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

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

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

<TABLE>
<CAPTION>

                                                            Cardiac       Interventional
                                                            Assist /        Products /         Corporate
                                                           Monitoring        Vascular             and
                                                            Products          Grafts           Other (a)       Consolidated
                                                         -------------    -------------     -------------    --------------
-----------------------------------------------------
Three months ended September 30, 2003
-----------------------------------------------------
<S>                                                      <C>              <C>                <C>              <C>
Net sales to external customers                          $     59,756     $      17,049      $        295     $        77,100
                                                         ------------     -------------      ------------     ---------------
Operating earnings (loss)                                $      6,403     $          28      $       (525)    $         5,906
                                                         ------------     -------------      ------------     ---------------

-----------------------------------------------------
Three months ended September 30, 2002
-----------------------------------------------------
Net sales to external customers                          $     54,079     $      17,572      $        349     $        72,000
                                                         ------------     -------------      ------------     ---------------
Operating earnings                                       $      4,505     $         316      $        475     $         5,296
                                                         ------------     -------------      ------------     ---------------

-------------------------------------------------------------------------------------
Reconciliation to consolidated earnings                      Three Months Ended
    before income taxes :                                 9/30/03          9/30/02
-----------------------------------------------------   ------------     -----------
Consolidated operating earnings                         $      5,906     $     5,296
Interest income                                                  386             301
Other (expense) income                                          (116)           (166)
                                                        ------------     -----------
Consolidated earnings before taxes                      $      6,176     $     5,431
                                                        ============     ===========
</TABLE>

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

7.  Restatement of Cash Flow Statements

Subsequent to the issuance of its condensed consolidated financial statements
for the three months ended September 30, 2003, the Company determined that cash
flows associated with payments for purchased technology, capitalized software
and other individually insignificant items should have been classified as
investing activities rather than as operating activities in its condensed
consolidated statements of cash flows.

As a result, cash flows provided by operating activities for the three months
ended September 30, 2003 and 2002 have been increased by $1.9 million and $0.9
million, respectively, and cash flows used for investing activities for the
three months ended September 30, 2003 and 2002 have been increased by $1.9
million and $0.9 million, respectively, from the amounts previously reported.
Such restatement does not change our statement of earnings or balance sheet and,
accordingly, has had no effect on previously reported net income, earnings per
share or net worth.

                                        7
<PAGE>


                        Datascope Corp. and Subsidiaries

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

As discussed in Note 7 to the Notes to the Condensed Consolidated Financial
Statements, "Restatement of Cash Flow Statements," the condensed consolidated
statements of cash flows for the three months ended September 30, 2003 and 2002
have been restated to change the classification of payments for purchased
technology, capitalized software and other individually insignificant items.
Such restatement does not change our income statement or balance sheet and,
accordingly, has had no effect on previously reported net income, earnings per
share or net worth. Amounts affected by this restatement included in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" have been appropriately revised.

Results of Operations

     First quarter of fiscal 2004 compared to the corresponding period last
year.

     Net Sales

         Net sales of $77.1 million in the first quarter of 2004 increased 7%
compared to $72.0 million last year.

              Sales of the Cardiac Assist / Monitoring Products segment were
              $59.8 million compared to $54.1 million in the first quarter last
              year.

                  Cardiac assist product sales increased to $28.5 million, 12%
                  higher than the first quarter last year. Part of the increase
                  was due to the resumption of its normal purchasing pattern by
                  the Company's Japanese distributor, which, last year, reduced
                  intra-aortic balloon (IAB) purchases in the first and second
                  quarters to reduce inventory, as previously reported.
                  Continued higher sales of IABs and pumps and the favorable
                  effect of foreign exchange translation also contributed to the
                  sales increase. Sales of the premium-priced Fidelity(TM) 8 Fr.
                  IAB catheter continued to grow, accounting for 69% of total
                  IAB catheter sales in the first quarter of fiscal 2004.

                  In September 2003, the Company announced the global launch of
                  the CS100 automatic intra-aortic balloon pump. The CS100 is
                  the first fully automatic pump produced by Datascope. It has
                  one-button startup that provides faster initiation of therapy,
                  a feature that is particularly valuable in cardiac
                  emergencies. Also, the CS100 gives patients more consistent
                  therapy with greater continuity, enabling healthcare staff to
                  focus more attention on the patient, not the pump.

                  Sales of patient monitoring products rose 10% to $31.3
                  million. The sales increase reflects strong sales of bedside
                  monitors, including the Passport 2(R) and the recently
                  introduced Spectrum(TM) and Trio(TM) monitors. Also
                  contributing to sales growth were higher sales of wireless
                  central monitoring systems, Masimo SET(R)1 pulse oximetry
                  sensors, the Anestar(TM) anesthesia delivery system and
                  favorable foreign exchange translation.

                  In September 2003, Datascope launched Anestar S, a new
                  anesthesia delivery system that is designed for outpatient
                  surgery centers and operating rooms with space constraints.
                  The Anestar S combines the advanced features of the original
                  Anestar, including an integrated warmed breathing system,
                  advanced ventilation functions and a comprehensive safety
                  platform, in a smaller and cost-effective package. The Anestar
                  S will compete in an estimated $30 million segment of the
                  United States anesthesia delivery market, adding to an
                  estimated $150 million market for the Anestar.

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


                                       8
<PAGE>


              Sales of the Interventional Products / Vascular Grafts segment
              were $17.0 million compared to $17.6 million in the first quarter
              last year.

                  Sales of VasoSeal(R) devices were $10.1 million in the first
                  quarter, lower by 9% from a year ago, reflecting a slowing of
                  the downward sales trend due to the contribution of sales of
                  Elite(TM), the Company's new vascular closure device. While a
                  previously reported production issue with Elite was resolved
                  in June as anticipated, an unrelated problem with production
                  yield has reduced the quantities of Elite currently available
                  for shipment, which will result in decreased Interventional
                  Products Division (IPD) revenues in the second quarter.

                  In September 2003, IPD introduced Safeguard(TM), an innovative
                  pressure dressing designed to maintain hemostasis after manual
                  compression following arterial catheterization procedures.
                  Manual compression is still used to control bleeding in a
                  majority of arterial catheterization procedures worldwide.
                  Safeguard is a single-use, adhesive dressing with an
                  inflatable, see-through, plastic bulb. The market for devices
                  that assist manual compression, in which Safeguard will
                  compete, is estimated at $50 million annually.

                  Sales of InterVascular, Inc.'s products increased 6% to $6.8
                  million, primarily reflecting favorable foreign exchange
                  translation. Regulatory clearance to market InterGard(R)
                  Silver in the United States is still pending as the FDA has
                  requested additional follow-up data from our clinical study.
                  Because of its antimicrobial coating, the InterGard Silver
                  graft is considered a drug/device combination product, a type
                  of product that typically undergoes a longer regulatory
                  review. We are in the process of providing the requested
                  follow-up data and continue to wait for an indication as to
                  when clearance to market will be forthcoming.

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

         The weaker U.S. dollar compared to the Euro and the British Pound
         increased total sales by approximately $1.2 million in the first
         quarter of fiscal 2004 ($0.8 million for the Cardiac Assist /
         Monitoring Products segment and $0.4 million for the Interventional
         Products / Vascular Grafts segment).

     Gross Profit (Net Sales Less Cost of Sales)

         The gross profit percentage was 58.7% for the first quarter of fiscal
         2004 compared to 58.5% for the corresponding period last year. The
         modest increase in the gross margin percentage was primarily due to an
         improved gross margin percentage in the Cardiac Assist / Monitoring
         Products segment, as a result of cost reduction programs and higher
         average selling prices. Partially offsetting the above was the effect
         of a less favorable sales mix.


                                       9
<PAGE>


     Research and Development (R&D)

         We continued our companywide focus on new product development and
         improvements of existing products in the first quarter of fiscal 2004.
         Spending on R&D reflects investment in new product development
         programs, sustaining R&D on existing products, regulatory compliance
         and clinical evaluations. R&D expenses increased 3% to $7.2 million in
         the first quarter of fiscal 2004, equivalent to 9.4% of sales compared
         to $7.0 million, or 9.8% of sales for the first quarter last year.

         R&D expenses for the Cardiac Assist / Monitoring Products segment of
         $4.7 million in the first quarter of fiscal 2004, was unchanged
         compared to the comparable period last year.

         R&D expenses for the Interventional Products / Vascular Grafts segment
         increased 11% to $2.1 million in the first quarter of fiscal 2004, with
         the increase primarily due to new product development projects in
         InterVascular.

         The balance of consolidated R&D is in Corporate and Other and amounted
         to $0.4 million in the first quarter of fiscal 2004, unchanged compared
         to last year.

     Selling, General & Administrative Expenses (SG&A)

         SG&A expenses increased 8% to $32.1 million in the first quarter of
         fiscal 2004, or 41.6% of sales compared to $29.8 million, or 41.4% of
         sales in the first quarter last year.

         SG&A expenses for the Cardiac Assist / Monitoring Products segment
         increased 10% to $20.9 million in the first quarter of fiscal 2004,
         with the increase primarily attributable to higher selling expenses as
         a result of filling open positions and costs associated with the
         increased sales.

         SG&A expenses for the Interventional Products / Vascular Grafts segment
         decreased 6% to $11.0 million in the first quarter of fiscal 2004, with
         the decline primarily due to lower selling expenses in Interventional
         Products.

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

         The weaker U.S. dollar compared to the Euro and the British Pound
         increased SG&A expenses by approximately $0.9 million in the first
         quarter of fiscal 2004.

     Other Income and Expense

         Interest income was $0.4 million in the first quarter compared to $0.3
         million last year. The increase in interest income in the first quarter
         of fiscal 2004 was primarily the result of a higher average portfolio
         balance ($61.9 million vs. $42.6 million), partially offset by a
         decrease in the average yield from 3.6% to 2.8%.

     Income Taxes

         The consolidated effective tax rate was 32% in the first quarter of
         fiscal 2004, unchanged compared to the first quarter last year.


                                       10
<PAGE>


     Net Earnings

         Net earnings were $4.2 million or $0.28 per diluted share in the first
         quarter of fiscal 2004 compared to $3.7 million or $0.25 per diluted
         share last year. The increased earnings primarily reflect an increased
         gross margin from the higher sales partially offset by increased R&D
         and SG&A expenses, as discussed above.

     Liquidity and Capital Resources

         Working capital was $128.4 million at September 30, 2003, compared to
         $131.4 million at June 30, 2003. The current ratio was at 3.6:1
         compared to 3.8:1. The decrease in working capital and the current
         ratio was primarily the result of an increase in current liabilities
         ($2.8 million).

         In the first quarter of fiscal 2004, cash provided by operating
         activities was $16.0 million compared to $10.1 million in the
         comparable period last year. The increase is primarily attributable to
         the higher earnings, higher depreciation and amortization and an
         increase in accrued expenses and other liabilities.

         Net cash used in investing activities was $11.2 million attributable to
         purchases of investments of $19.4 million, capitalized software of $1.8
         million and the purchase of $0.8 million of property, plant and
         equipment, offset by $10.8 million for maturities of investments. Net
         cash used in financing activities was $1.1 million due to $0.7 million
         dividends paid and stock repurchases of $1.1 million (about 32,000
         shares), offset by stock option activity of $0.7 million.

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

         We believe that our existing cash balances and future cash generated
         from operations will be sufficient to meet our projected cash
         requirements. The moderate rate of current U.S. inflation has not
         significantly affected the Company.

     Information Concerning Forward Looking Statements

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


                                       11
<PAGE>


     Critical Accounting Policies and Estimates

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

         o    Revenue Recognition

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

         o    Allowance for Doubtful Accounts

              We maintain an allowance for doubtful accounts for estimated
              losses resulting from the inability of our customers to make
              required payments. This allowance is used to state trade
              receivables at estimated net realizable value. We rely on prior
              experience to estimate cash which ultimately will be collected
              from the gross receivables balance at quarter-end. Such amount
              cannot be known with certainty at the financial statement date. We
              maintain a specific allowance for customer accounts that will
              likely not be collectible due to customer liquidity issues. We
              also maintain a general allowance for estimated future collection
              losses on existing receivables, determined based on historical
              trends.


                                       12
<PAGE>

         o    Inventory Valuation

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

         o    Goodwill Valuation

              Goodwill represents the excess of the cost over the fair value of
              net assets acquired in business combinations. Goodwill is not
              amortized and is subject to the impairment rules of SFAS 142.
              Goodwill is tested for impairment on an annual basis or more
              frequently if changes in circumstances or the occurrence of events
              suggest an impairment may exist. We determine the fair value of
              our reporting units using estimates of projected cash flows.

         o    Income Taxes

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

         o    Pension Plan Actuarial Assumptions

              We sponsor defined benefit pension plans covering substantially
              all of our employees who meet the applicable eligibility
              requirements. We use several actuarial and other statistical
              factors which attempt to estimate the ultimate expense and
              liability related to our pension plans. These factors include
              assumptions about discount rate, expected return on plan assets
              and rate of future compensation increases. In addition, our
              actuarial consultants also utilize subjective assumptions, such as
              withdrawal and mortality rates, to estimate these factors. The
              actuarial assumptions may differ materially from actual results
              due to the changing market and economic conditions, higher or
              lower withdrawal rates or longer or shorter life spans of
              participants. These differences, depending on their magnitude,
              could have a significant impact on the amount of pension expense
              we record in any particular period.

     Recent Accounting Pronouncements

         In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
         133 on Derivative Instruments and Hedging Activities." SFAS No. 149
         amends and clarifies financial accounting and reporting for derivative
         instruments, including certain derivative instruments embedded in other
         contracts and for hedging activities under SFAS No. 133, "Accounting
         for Derivative Instruments and Hedging Activities." SFAS No. 149 is
         primarily effective for contracts entered into or modified after June
         30, 2003. The adoption of SFAS No. 149 did not have any impact on our
         financial statements.


                                       13
<PAGE>

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
         Financial Instruments with Characteristics of both Liabilities and
         Equity." The Statement improves the accounting for certain financial
         instruments that, under previous guidance, issuers could account for as
         equity. The new Statement requires that those instruments be classified
         as liabilities in statements of financial position. Most of the
         guidance in SFAS No. 150 is effective for all financial instruments
         entered into or modified after May 31, 2003, and otherwise is effective
         at the beginning of the first interim period beginning after June 15,
         2003. The adoption of SFAS No. 150 did not have any impact on our
         financial statements.

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 assets, liabilities and
     transactions being hedged. A portion of the net foreign transaction gain or
     loss is reported in our consolidated statement of earnings in cost of sales
     and the balance in other income and expense.

     We do not use derivative financial instruments for trading purposes. None
     of our foreign currency forward exchange contracts are designated as
     economic hedges of our net investment in foreign subsidiaries. As a result,
     no foreign currency transaction gains or losses were recorded in
     accumulated other comprehensive loss for the three month periods ended
     September 30, 2003 and 2002.

     As of September 30, 2003, we had a notional amount of $8.6 million of
     foreign exchange forward contracts outstanding, which were in Euros and
     British pounds. The foreign exchange forward contracts generally have
     maturities that do not exceed 12 months and require us to exchange foreign
     currencies for United States dollars at maturity, at rates agreed to when
     the contract is signed.

Item 4.  Controls and Procedures

     Subsequent to the issuance of its condensed consolidated financial
     statements for the three months ended September 30, 2003, the Company
     determined that cash flows associated with payments for purchased
     technology, capitalized software and other individually insignificant items
     should have been classified as investing activities rather than as
     operating activities in its condensed consolidated statements of cash
     flows. Once the Company identified the situation, it notified its
     independent auditors, outside counsel and audit committee. The change in
     classification was attributable to inadvertent human error, which the
     Company does not believe is indicative of a material weakness in our
     internal controls. The Company is in the process of implementing additional
     control procedures to address this matter for future filings.

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

                                       14
<PAGE>

     The Company carried out an evaluation, under the supervision and with the
     participation of the Company's management, including the Company's Chief
     Executive Officer and the Company's Chief Financial Officer, of the
     effectiveness of the Company's disclosure controls and procedures as of the
     end of the period covered by this report. Based on the foregoing, the
     Company's Chief Executive Officer and Chief Financial Officer concluded
     that the Company's disclosure controls and procedures were effective.

     There have been no significant changes in the Company's internal controls
     over financial reporting or in other factors that would significantly
     affect the internal controls over financial reporting during the
     Registrant's most recent fiscal quarter.


                                       15
<PAGE>

Part II:   OTHER INFORMATION

     Item 6.  Exhibits and Reports on Form 8-K

         a.   Exhibits

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

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

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

         b.   Reports on Form 8-K. During the quarter for which this report on
              form 10-Q/A is filed, the Registrant filed a Form 8-K dated July
              31, 2003, pertaining to the Earnings Release of Datascope Corp.
              dated July 30, 2003.


                                       16
<PAGE>

Form 10-Q/A



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.


                       DATASCOPE CORP.
                       Registrant



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



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



Dated: May 17, 2004