<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

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

For Quarter Ended March 31, 2002

                                                OR

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

For the transition period from    ________________ to _______________

                          Commission File Number 0-6516

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

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

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

                                 (201) 391-8100
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Former name, former address and former fiscal year, if changed since last
report:

     Indicate by check mark whether the registrant
     (1) has filed all reports required to be filed by Section 13 or 15 (d) of
         the Securities Exchange Act of 1934 during the preceding 12 months (or
         for such shorter period that the registrant was required to file such
         reports), and
     (2) has been subject to such filing requirements for the past 90 days.
                YES     X                              NO
                       ---                                ---

Number of Shares of Company's Common Stock outstanding as of
April 30, 2002:    14,778,356.


<PAGE>



                        Datascope Corp. and Subsidiaries
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition

Results of Operations

     Third quarter and first nine months of fiscal 2002 compared to the
     corresponding periods last year.

     Net Sales

         Net sales of $81.4 million in the third quarter declined 1% compared to
         the third quarter last year. Net sales in the first nine months of
         fiscal 2002 increased 2%.

              Sales of the Cardiac Assist / Monitoring Products segment were
              $59.8 million compared to $59.5 million in the third quarter last
              year and $171.4 million in the first nine months of fiscal 2002
              compared to $165.4 million last year.

                  Sales of Cardiac Assist products in the third quarter of
                  fiscal 2002 were $27.6 million or 11% below the same period
                  last year, primarily because U.S. sales of intra-aortic
                  balloon pumps in the third quarter of last year benefited from
                  a substantially higher level of trade-ins of discontinued pump
                  models. In the first nine months of fiscal 2002 sales of
                  Cardiac Assist products were $81.8 million compared to $86.9
                  million last year, with the decrease primarily attributable to
                  lower sales of balloon pumps.

                  Datascope began marketing its next generation intra-aortic
                  balloon catheter, the Fidelity 8 Fr., in February 2002 as
                  planned. The Fidelity product is intended to replace the
                  Profile 8 Fr. balloon catheter. After a favorable response
                  from customers to an initial market release, in April 2002 the
                  Company began ramping up the Fidelity market launch. By the
                  end of the fourth fiscal quarter, the Company expects unit
                  sales of Fidelity 8 Fr. to account for 20% of all Datascope
                  balloon catheters.

                  Sales of Patient Monitoring products rose 12% to $32.2 million
                  in the third quarter of fiscal 2002. The strong growth in
                  sales reflects continued strong demand for the flagship
                  Passport 2(R) monitor. Sales growth also reflects growing
                  contributions from sales of wireless and wired central
                  monitoring systems and from sales of Masimo SET pulse oximetry
                  sensors that are linked to the growing installed base of
                  Passport and Accutorr(R) monitors. Sales of Patient Monitoring
                  products in the first nine months of fiscal 2002 were $89.6
                  million compared to $78.5 million last year, for the same
                  reasons discussed above.

              Sales of the Collagen Products / Vascular Grafts segment were
              $21.4 million compared to $22.4 million in the third quarter last
              year and $58.4 million in the first nine months of fiscal 2002
              compared to $60.4 million last year.

                  Sales of VasoSeal(R) arterial puncture sealing devices
                  continued under pressure, decreasing 12% to $13.5 million in
                  the third quarter of fiscal 2002, and 8% to $39.1 million in
                  the first nine months of fiscal 2002.


<PAGE>



                  The Company received FDA approval on March 7, 2002 of a PMA
                  Special Supplement for a new technique for deploying both
                  VasoSeal VHD and VasoSeal ES devices. Importantly, the new
                  technique, called MHT, protects the mechanical seal produced
                  by deployment of VasoSeal's collagen plug.

                  The early clinical experience with MHT, which included
                  anticoagulated interventional patients and diagnostic patients
                  at beta sites in Europe and the United States, is encouraging;
                  MHT largely eliminates the previous need for postprocedure
                  hold in order to achieve hemostasis. The introduction of MHT
                  to the U.S. market began in mid-April 2002 and is planned to
                  reach most existing accounts by the end of the fourth quarter.
                  Over time, the Company believes that MHT could significantly
                  bolster VasoSeal's competitive position.

                  During the third quarter the Company also submitted new
                  product PMA Supplements for VasoSeal 4-5 Fr. and VasoSeal
                  Elite. VasoSeal 4-5 Fr. is a downsized VHD model aimed at the
                  growing market segment of 4 and 5 French diagnostic
                  procedures. VasoSeal Elite embodies the new proprietary
                  collagen hemostat whose development the Company has previously
                  reported. The Elite PMA Supplement covers the VHD and ES
                  VasoSeal models.

                  Sales of InterVascular, Inc. increased 11% to $7.5 million,
                  reflecting continued strong demand in European markets for the
                  InterGard(R) Silver anti-microbial graft. As planned,
                  Datascope began selling InterVascular products through its
                  dedicated direct sales organization in the U.S. in January
                  2002. InterVascular's direct selling entry to the U.S. market
                  was augmented by the launch of the InterGard(R) Heparin coated
                  graft line and the Company is encouraged by the positive
                  responses to date from U.S. vascular surgeons. For the first
                  nine months of fiscal 2002, InterVascular sales were $18.5
                  million compared to $17.0 million last year, with the increase
                  due to higher international sales.

         The stronger U.S. dollar compared to major European currencies
         decreased total sales by approximately $0.6 million in the third
         quarter of fiscal 2002 and $0.8 million for the first nine months of
         fiscal 2002.

     Gross Profit (Net Sales Less Cost of Sales)

         The gross profit percentage was 57.2% for the third quarter and 58.8%
         for the first nine months of fiscal 2002, compared to 60.4% and 60.2%
         for the corresponding periods last year. The reduced gross profit
         percentage in the third quarter and first nine months of fiscal 2002
         was primarily attributable to a less favorable sales mix, as a result
         of increased sales of lower margin patient monitoring products and
         decreased sales of higher margin cardiac assist and VasoSeal products.

     Research and Development (R&D)

         R&D expenses, as a percentage of sales, were 8.5% for the third quarter
         and 8.2% for the first nine months of fiscal 2002, compared to 7.9% and
         8.3% for the corresponding periods last year.


<PAGE>


         R&D expenses were $6.9 million in the third quarter and $18.8 million
         in the first nine months of fiscal 2002 compared to $6.5 million and
         $18.8 million for the corresponding periods last year. The increased
         R&D expenses in the third quarter of fiscal 2002 was primarily
         attributable to new product development expenses in Patient Monitoring
         and InterVascular.

     Selling, General & Administrative Expenses (SG&A)

         SG&A expenses, as a percentage of sales were 38.3% in the third quarter
         and 40.3% in the first nine months of fiscal 2002 compared to 38.0% and
         38.4% for the corresponding periods last year. SG&A expenses were $31.2
         million in the third quarter and $92.8 million in the first nine months
         of fiscal 2002 compared to $31.2 million and $87.0 million for the
         corresponding periods last year. The increase in SG&A expenses in the
         nine month period was primarily attributable to:

             o    investment in building a U.S. direct field force for
                  InterVascular, Inc.

             o    filling open field sales positions and territory expansions in
                  Cardiac Assist and Patient Monitoring

             o    the impact from the earlier expansion of the VasoSeal U.S.
                  field organization.

         The stronger U.S. dollar compared to major European currencies
         decreased SG&A expenses by approximately $0.4 million in the third
         quarter of fiscal 2002 and approximately $0.5 million in the first nine
         months of fiscal 2002.

     Restructuring Charges

         In the first and second quarters of fiscal 2002, the Company recorded
         restructuring charges totaling $11.4 million ($5.1 million in the first
         quarter and $6.3 million in the second quarter). The restructuring
         charges consisted of the following.

         First Quarter

              o   severance expenses, asset write-downs, and exit costs related
                  to the closure of the VasoSeal manufacturing and R&D facility
                  in Vaals, the Netherlands, and

             o    severance expenses for employee terminations in New Jersey
                  facilities.

         By the end of the fourth quarter, the manufacture of VasoSeal products
         will be centralized in the Mahwah, New Jersey VasoSeal facility. The
         Vaals facility was put up for sale at the end of April and will be
         formally closed by the end of the fourth quarter. The Company received
         FDA clearance for manufacturing at the Mahwah facility, which also
         houses VasoSeal R&D, warehousing and administration.

         Headcount reductions, primarily in the Netherlands, totaled 110 people,
         or 8% of the Company's worldwide employment. All of the New Jersey
         based employees left the Company effective September 30, 2001.
         Approximately 85% of the Vaals employees left the Company by the end of
         April and the remaining employees will be leaving by the end of June
         2002.



<PAGE>



         Second Quarter

            o     workforce reductions in VasoSeal and Patient Monitoring

            o     costs associated with discontinuing the coronary stent sales
                  business in Europe, including the resulting impairment of our
                  investments in AMG and QualiMed, and

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

         Based on the highly competitive stent market in Europe and an analysis
         of the future economic contributions of the stent business, the company
         decided to exit the coronary stent business. In conjunction with this
         decision, Datascope decided not to exercise the option to purchase the
         remaining 70% of the equity of AMG and QualiMed and to discontinue
         support to these businesses. As a consequence of these decisions and
         the resulting impact on the operations of AMG and QualiMed, the company
         determined that there has been an other than temporary decline in the
         value of these investments. As a result, the company has adjusted the
         carrying value of these investments to their net realizable value by
         writing off its 30% equity investment in these two companies. Datascope
         will continue to sell peripheral stent products in Europe through its
         subsidiary, InterVascular, Inc. The Cardiac Assist direct sales
         operation in a European country was closed because it was unprofitable.
         The company will distribute its Cardiac Assist products through a
         distributor in this country. The restructuring charge in the second
         quarter includes severance expenses for 41 people, or 3% of the
         company's worldwide employment. Substantially all of the terminated
         employees left the company effective December 31, 2001.

         The workforce reductions will not have any significant impact on our
         operations. The restructuring programs are expected to provide annual
         cost savings of approximately $10.0 million.

Other Income and Expense

         Interest income was $0.4 million in the third quarter compared to $0.8
         million last year. The decline in interest income in the third quarter
         of fiscal 2002 was the result of a lower average portfolio balance
         (from $53.3 million to $38.0 million) and a decrease in the average
         yield from 6.0% to 4.0%. Interest income was $1.4 million in the first
         nine months of fiscal 2002 compared to $2.8 million in the same period
         last year with the decrease due to the same reasons discussed above.

         In the first quarter of fiscal 2001 we recorded a pretax gain of $593
         thousand, or $0.02 per share after tax, from the sale of an
         underutilized facility in Oakland, New Jersey.

     Goodwill Amortization - Adoption of Recent Accounting Standard

         In the first quarter of fiscal 2002, the Company adopted Financial
         Accounting Standards Board Statement No. 142, "Accounting for Goodwill
         and Other Intangible Assets." In accordance with the new accounting
         rules, the Company discontinued amortizing goodwill, which amounted to
         $179 thousand pre tax, equivalent to $0.01 per share after tax, in the
         third quarter of fiscal 2002, and $537 thousand pre tax, equivalent to
         $0.03 per share after tax for the first nine months of fiscal 2002.
         There was no impairment of goodwill based on appropriate testing and
         analysis.

<PAGE>


     Income Taxes

         In the third quarter of fiscal 2002, the consolidated effective tax
         rate was 31.5% compared to 31.2% for the third quarter last year. In
         the first nine months of fiscal 2002 the tax rate was 43.4% compared to
         31.7% for the comparable period last year. The tax rate in the first
         nine months of fiscal 2002 was significantly impacted by expenses
         related to the restructuring programs in the first half of the year
         that were not deductible for tax purposes, primarily in international
         businesses. Excluding special items in both years, the effective tax
         rate was 31.5% in the first nine months of fiscal 2002 compared to
         31.6% for the comparable period last year.

     Net Earnings

         Net earnings in the third quarter of fiscal 2002 of $6.0 million or
         $0.40 per diluted share compared to net earnings of $8.6 million, or
         $0.56 per diluted share last year. The decreased earnings were
         primarily attributable to lower sales, a reduced gross margin
         percentage and increased R&D expenses, as discussed above.

         Net earnings in the first nine months of fiscal 2002 were $7.7 million
         or $0.51 per diluted share compared to $22.9 million or $1.48 per
         diluted share last year. Excluding special items in both years, net
         earnings for the first nine months of fiscal 2002 were $17.1 million or
         $1.13 per diluted share compared to $22.5 million or $1.46 per diluted
         share in the first nine months last year. The decreased earnings were
         primarily attributable to lower sales, a reduced gross margin
         percentage and increased SG&A expenses, as discussed above.

Liquidity and Capital Resources

     Working capital was $118.4 million at March 31, 2002, compared to $129.7
     million at June 30, 2001. The current ratio was 3.4:1 compared to 3:5:1 at
     June 30, 2001. The decrease in working capital was primarily the result of
     a decrease in cash and short term investments ($16.6 million), partially
     offset by a decrease in current liabilities ($2.8 million) and an increase
     in prepaid expenses and other current assets ($1.3 million).

     In the first nine months of fiscal 2002, cash provided by operations was
     $8.8 million compared to $5.3 million last year. The increase is primarily
     attributable to a decrease in accounts receivable and inventories. Net cash
     provided by investing activities was $1.1 million, attributable to
     maturities of investments of $66.3 million, offset by $60.0 million
     purchases of investments and the purchase of $5.2 million of property,
     plant and equipment. Net cash used in financing activities was $10.2
     million, due to stock repurchases of $8.9 million and $2.2 million
     dividends paid, offset by stock option activity of $0.9 million.

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



<PAGE>



Euro Conversion

     As part of the European Economic and Monetary Union (EMU), a single
     currency (Euro) will replace the national currencies of most of the
     European countries in which we conduct our business. The conversion rates
     between the Euro and the participating nations' currencies have been fixed
     irrevocably as of January 1, 1999. During a transition period from January
     1, 1999 to December 31, 2001 parties were able to settle transactions
     using either Euro or the participating country's national currency. The
     participating national currencies will be removed from circulation between
     January 1, 2002 and June 30, 2002 and replaced by Euro notes and coinage.
     Full conversion of all affected country operations to the Euro currency is
     expected to be completed by the time national currencies are removed from
     circulation.

     We are able to conduct business in both the Euro and national currencies on
     an as needed basis, as required by the European Union. The cost of software
     and business process conversion was not material to our financial condition
     or results of operations.

Information Concerning Forward Looking Statements

     This Management's Discussion and Analysis of Results of Operations and
     Financial Condition 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 suppliers for Patient
     Monitoring, Cardiac Assist and VasoSeal products and the Company's ability
     to gain market acceptance for new products. Additional risks are the
     possibility that FDA will not approve PMA applications for new VasoSeal
     products, the possibility that the new technique for VasoSeal, MHT, will
     not significantly bolster VasoSeal's competitive position, the possibility
     that the Company will not achieve success through direct selling of
     InterVascular products in the U.S., 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.

Quantitative and Qualitative Disclosures About Market Risk

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



<PAGE>



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 of March 31, 2002, we had a notional amount of $7.8 million of foreign
exchange forward contracts outstanding, which were in Euros and British pounds.
The foreign exchange forward contracts generally have maturities that do not
exceed 12 months and require us to exchange foreign currencies for U.S. dollars
at maturity, at rates agreed to when the contract is signed.





<PAGE>



Part II:

    Item 1.       Legal Proceedings.


                  By Opinion and Order dated April 1, 2002, the United States
                  District Court for the District of New Jersey dismissed the
                  federal court action commenced by David B. Shaev against
                  Lawrence Saper, et al., Case No. 01-CV-3744. In dismissing the
                  action, the Court held that Datascope's Proxy Statement dated
                  October 27, 2000, did not contain materially false or
                  misleading statements about the plan under which Mr. Saper
                  received a bonus. The Court declined to exercise its
                  supplemental jurisdiction over the remaining state law claims
                  and dismissed the remainder of the action without prejudice.
                  The New York state court action commenced by Mr. Shaev against
                  Mr. Saper and others remains pending.

                  By notice of appeal dated April 23, 2002, Mr. Shaev appealed
                  from each and every part of the Opinion and Order dismissing
                  the Complaint.



    Item 6.       Exhibits and Reports on Form 8-K

                  a.       Exhibits

                           none

                  b.       Reports on Form 8-K. No reports on Form 8-K have been
                           filed during the quarter for which this report is
                           filed.

<PAGE>

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

<TABLE>
<CAPTION>
                                                           Nine Months Ended                   Three Months Ended
                                                               March 31,                           March 31,
                                                   ------------------------------------------------------------------------
                                                        2002                2001                2002              2001
                                                   ----------------   ----------------     --------------    --------------

<S>                                                <C>                <C>                  <C>               <C>
Net Sales                                              $ 230,600         $ 226,600             $  81,400        $  82,200
                                                       ---------         ---------             ---------        ---------
Costs and Expenses:
  Cost of sales                                           94,961            90,240                34,867           32,528
  Research and development
    expenses                                              18,843            18,815                 6,947            6,511
  Selling, general and
    administrative expenses                               92,824            87,016                31,179           31,228
  Restructuring charges                                   11,463              --                    --               --
                                                       ---------         ---------             ---------        ---------
                                                         218,091           196,071                72,993           70,267
                                                       ---------         ---------             ---------        ---------
Operating Earnings                                        12,509            30,529                 8,407           11,933
Other (Income) Expense:
  Interest income                                         (1,440)           (2,800)                 (394)            (812)
  Interest expense                                            50                22                    11               13
  Other, net                                                 364              (211)                   (6)             170
                                                       ---------         ---------             ---------        ---------
                                                          (1,026)           (2,989)                 (389)            (629)
                                                       ---------         ---------             ---------        ---------
Earnings Before Taxes on Income                           13,535            33,518                 8,796           12,562
Taxes on Income                                            5,880            10,628                 2,770            3,922
                                                       ---------         ---------             ---------        ---------
Net Earnings                                           $   7,655         $  22,890             $   6,026        $   8,640
                                                       =========         =========             =========        =========

Earnings Per Share, Basic                              $    0.52         $    1.55             $    0.41        $    0.58
                                                       =========         =========             =========        =========

Weighted average common
   shares outstanding, Basic                              14,805            14,815                14,778           14,790
                                                       =========         =========             =========        =========

Earnings Per Share, Diluted                            $    0.51         $    1.48             $    0.40        $    0.56
                                                       =========         =========             =========        =========

Weighted average common
   shares outstanding, Diluted                            15,099            15,463                14,950           15,405
                                                       =========         =========             =========        =========
</TABLE>


                 See notes to consolidated financial statements
<PAGE>


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

<TABLE>
<CAPTION>
                                                                        March 31,            June 30,
                                                                          2002                 2001
                                                                     ---------------      ---------------
Assets                                                                (unaudited)              (a)
<S>                                                                  <C>                   <C>
Current Assets:
  Cash and cash equivalents                                          $        5,183       $        5,545
  Short-term investments                                                     16,391               32,669
  Accounts receivable less allowance for
    doubtful accounts of $1,149 and $1,350                                   75,798               75,712
  Inventories                                                                56,384               55,261
  Prepaid expenses and other current assets                                  13,771               12,472
                                                                     ---------------      ---------------
      Total Current Assets                                                  167,527              181,659

Property, Plant and Equipment, net of accumulated
    depreciation of $57,360 and $52,422                                      90,218               90,634
Long-Term Investments                                                        24,154               14,134
Other Assets                                                                 25,652               23,908
                                                                     ---------------      ---------------
                                                                     $      307,551       $      310,335
                                                                     ===============      ===============

Liabilities and Stockholders' Equity
Current Liabilities:
  Accounts payable                                                   $       15,676       $       18,987
  Accrued expenses                                                           18,469               14,211
  Accrued compensation                                                       10,939               14,248
  Deferred revenue                                                            4,020                4,498
                                                                     ---------------      ---------------
      Total Current Liabilities                                              49,104               51,944

Other Liabilities                                                            15,087               14,913
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, 17,706 and 17,508 shares                                            177                  175
  Additional paid-in capital                                                 72,071               69,148
  Treasury stock at cost, 2,928 and 2,713 shares                            (85,895)             (77,038)
  Retained earnings                                                         267,063              261,625
  Accumulated other comprehensive loss                                      (10,056)             (10,432)
                                                                     ---------------      ---------------
                                                                            243,360              243,478
                                                                     ---------------      ---------------
                                                                     $      307,551       $      310,335
                                                                     ===============      ===============
</TABLE>


                             (a) Derived from audited financial statements
                             See notes to consolidated financial statements
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                   Nine Months Ended
                                                                                        March 31
                                                                            --------------------------------
                                                                                 2002              2001
                                                                            --------------    --------------
<S>                                                                          <C>                <C>
Operating Activities:
  Net cash provided by operating activities                                 $      8,827      $      5,281
                                                                            -------------     -------------

Investing Activities:
  Capital expenditures                                                            (5,171)           (8,355)
  Proceeds from sale of Oakland facility                                              --             1,112
  Purchases of investments                                                       (60,013)          (37,290)
  Maturities of investments                                                       66,271            50,656
                                                                            -------------     -------------
  Net cash provided by investing activities                                        1,087             6,123
                                                                            -------------     -------------

Financing Activities:
  Treasury shares acquired under repurchase programs                              (8,857)           (8,070)
  Exercise of stock options and other                                                899             1,079
  Cash dividends paid                                                             (2,217)           (2,076)
                                                                            -------------     -------------
  Net cash used in financing activities                                          (10,175)           (9,067)
                                                                            -------------     -------------

  Effect of exchange rates on cash                                                  (101)              325
                                                                            -------------     -------------

(Decrease) Increase in cash and cash equivalents                                    (362)            2,662
Cash and cash equivalents, beginning of period                                     5,545             3,138
                                                                            -------------     -------------

Cash and cash equivalents, end of period                                    $      5,183      $      5,800
                                                                            =============     =============

Supplemental Cash Flow Information
  Cash paid during the period for:
    Income taxes                                                            $      3,275      $     11,589
                                                                            -------------     -------------

  Non-cash transactions:
    Net transfers of inventory to fixed assets
      for use as demonstration equipment                                    $       5,925     $       5,868
                                                                            -------------     -------------
</TABLE>



                 See notes to consolidated financial statements

<PAGE>

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

1.  Basis of Presentation

The consolidated financial statements include the accounts of Datascope Corp.
and its subsidiaries (the "Company" - which may be referred to as "our", "us" or
"we").

The consolidated balance sheet as of March 31, 2002, the statements of
consolidated earnings for the three and nine month periods ended March 31, 2002
and 2001 and the statements of cash flows for the nine month periods ended March
31, 2002 and 2001 have been prepared by the Company, without audit. In our
opinion, all adjustments (which include only normal recurring adjustments) have
been made that are necessary to present fairly the financial position, results
of operations and cash flows for all periods presented.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. We suggest that you read these condensed
consolidated financial statements in conjunction with the financial statements
and notes included in our Annual Report on Form 10-K for the fiscal year ended
June 30, 2001. The results of operations for the period ended March 31, 2002 are
not necessarily indicative of a full year's operations.
We have reclassified certain prior year information to conform with the current
year presentation.

2.  Inventories

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

                                        ------------         ------------
                                          March 31,            June 30,
                                            2002                 2001
                                        ------------         ------------
             Materials                      $26,000              $24,550
             Work in Process                  9,265               10,185
             Finished Goods                  21,119               20,526
                                        ------------         ------------
                                            $56,384              $55,261
                                        ============         ============

3.  Stockholders' Equity

Changes in the components of stockholders' equity for the nine months ended
March 31, 2002 were as follows:

              Net earnings                                         $7,655
              Foreign currency translation adjustments                376
              Common stock and additional paid-in
              capital effects of stock option activity              2,925
              Cash dividends on common stock                       (2,217)
              Purchases under stock repurchase plans               (8,857)
                                                              ------------
              Total decrease in stockholders' equity                ($118)
                                                              ============
<PAGE>

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

4.  Earnings Per Share

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

<TABLE>
<CAPTION>
---------------------------------      ------------------------------------------------------------------------------------
For Three Months Ended                             March 31, 2002                            March 31, 2001
---------------------------------      ------------------------------------------------------------------------------------
                                           Net                     Per Share          Net                       Per Share
Basic EPS                               Earnings       Shares        Amount           Earnings       Shares       Amount
---------
                                       ------------  ------------  ------------     ------------- ------------- -----------
<S>                                    <C>           <C>           <C>              <C>           <C>           <C>
Earnings available to
   common shareholders                      $6,026        14,778         $0.41            $8,640        14,790       $0.58

Diluted EPS
Options issued to employees                     --           172         (0.01)               --           615       (0.02)
                                       ------------  ------------  ------------     ------------- ------------- -----------

Earnings available to
   common shareholders
   plus assumed conversions                 $6,026        14,950         $0.40            $8,640        15,405       $0.56
                                       ============  ============  ============     ============= ============= ===========

<CAPTION>
---------------------------------      ------------------------------------------------------------------------------------
For Nine Months Ended                              March 31, 2002                            March 31, 2001
---------------------------------      ------------------------------------------------------------------------------------
                                           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                      $7,655        14,805         $0.52           $22,890        14,815       $1.55

Diluted EPS
Options issued to employees                     --           294         (0.01)               --           648       (0.07)
                                       ------------  ------------  ------------     ------------- ------------- -----------

Earnings available to
   common shareholders
   plus assumed conversions                 $7,655        15,099         $0.51           $22,890        15,463       $1.48
                                       ============  ============  ============     ============= ============= ===========
</TABLE>

5.  Comprehensive Income

In accordance with Financial Accounting Standard No. 130, "Reporting
Comprehensive Income", we disclose comprehensive income and its components. For
the three and nine month periods ended March 31, 2002 and 2001 our comprehensive
income was as follows:
<TABLE>
<CAPTION>
                                                  Nine Months Ended           Three Months Ended
                                              --------------------------     ---------------------------
                                                3/31/02       3/31/01          3/31/02       3/31/01
                                              ------------  ------------     ------------- -------------
<S>                                           <C>           <C>              <C>           <C>
    Net earnings                                   $7,655       $22,890            $6,026        $8,640
    Foreign currency translation
      gain (loss)                                     376        (1,848)             (544)       (1,484)
                                              ------------  ------------     ------------- -------------
    Total comprehensive income                     $8,031       $21,042            $5,482        $7,156
                                              ============  ============     ============= =============
</TABLE>


<PAGE>

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

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

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

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

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

<TABLE>
<CAPTION>
                                                           Cardiac          Collagen
                                                           Assist/          Products/        Corporate
                                                          Monitoring         Vascular           and
                                                           Products           Grafts          Other (a)        Consolidated
-----------------------------------------------------   --------------    --------------   --------------    ----------------
Three months ended March 31, 2002
-----------------------------------------------------
<S>                                                     <C>               <C>              <C>               <C>
Net sales to external customers                               $59,816           $21,369             $215             $81,400
                                                        --------------    --------------   --------------    ----------------
Operating earnings                                             $4,745            $1,808           $1,854              $8,407
                                                        --------------    --------------   --------------    ----------------

-----------------------------------------------------
Three months ended March 31, 2001
-----------------------------------------------------
Net sales to external customers                               $59,517           $22,448             $235             $82,200
                                                        --------------    --------------   --------------    ----------------
Operating earnings                                             $6,425            $4,769             $739             $11,933
                                                        --------------    --------------   --------------    ----------------

-----------------------------------------------------
Nine months ended March 31, 2002
-----------------------------------------------------
Net sales to external customers                              $171,429           $58,432             $739            $230,600
                                                        --------------    --------------   --------------    ----------------
Operating earnings                                            $16,784            $5,902           $1,286             $23,972
                                                        --------------    --------------   --------------    ----------------

-----------------------------------------------------
Nine months ended March 31, 2001
-----------------------------------------------------
Net sales to external customers                              $165,426           $60,375             $799            $226,600
                                                        --------------    --------------   --------------    ----------------
Operating earnings                                            $16,329           $11,888           $2,312             $30,529
                                                        --------------    --------------   --------------    ----------------

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
Reconciliation to consolidated earnings                          Nine Months Ended                   Three Months Ended
    before income taxes :                                     3/31/02           3/31/01          3/31/02             3/31/01
-----------------------------------------------------   --------------    --------------   --------------    ----------------
<S>                                                     <C>               <C>              <C>               <C>
Consolidated operating earnings                               $23,972           $30,529           $8,407             $11,933
Interest income, net                                            1,390             2,778              383                 799
Other (expense) income                                           (364)              211                6                (170)
Restructuring charges                                         (11,463)               --               --                  --
                                                        --------------    --------------   --------------    ----------------
Consolidated earnings before taxes                            $13,535           $33,518           $8,796             $12,562
                                                        ==============    ==============   ==============    ================
</TABLE>

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

<PAGE>


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


7.   Goodwill and Other Intangible Assets
     Early Adoption of Financial Accounting Standard No. 142

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 142, "Accounting for Goodwill and Other Intangible
Assets" (SFAS No. 142), in June 2001. This statement provides guidance on how to
account for existing goodwill and intangible assets from completed acquisitions.
In accordance with the early adoption provision of this statement, we adopted
SFAS No. 142 in the first quarter fiscal 2002. We discontinued the amortization
of goodwill and determined there was no impairment in the carrying value of our
existing goodwill ($4.1 million).

The following table presents our earnings and earnings per share on a proforma
basis (including special items in both years) as though goodwill amortization
had not been recorded in the prior year.

<TABLE>
<CAPTION>
                                                        Nine Months Ended             Three Months Ended
                                                            March 31,                     March 31,
                                                   -------------------------------------------------------------
                                                      2002          2001             2002             2001
                                                   ------------    ------------     -------------   ------------
<S>                                                <C>             <C>              <C>             <C>
Net earnings:
     Reported net earnings                              $7,655         $22,890            $6,026         $8,640
     Add back goodwill amortization                         --             369                --            123
                                                   ------------    ------------     -------------   ------------
     Adjusted net earnings                              $7,655         $23,259            $6,026         $8,763
                                                   ============    ============     =============   ============


Basic earnings per share:
     Reported earnings per share                         $0.52           $1.55             $0.41          $0.58
     Goodwill amortization                                  --            0.03                --           0.01
                                                   ------------    ------------     -------------   ------------
     Adjusted earnings per share                         $0.52           $1.58             $0.41          $0.59
                                                   ============    ============     =============   ============


Diluted earnings per share:
     Reported earnings per share                         $0.51           $1.48             $0.40          $0.56
     Goodwill amortization                                  --            0.03                --           0.01
                                                   ------------    ------------     -------------   ------------
     Adjusted earnings per share                         $0.51           $1.51             $0.40          $0.57
                                                   ============    ============     =============   ============
</TABLE>


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

8.  Restructuring Charges

In the first and second quarters of fiscal 2002, the company recorded
restructuring charges totaling $11.4 million, ($5.1 million in the first quarter
and $6.3 million in the second quarter). The restructuring charges consisted of
the following.

First Quarter

 o   severance expenses, asset writedowns and exit costs related to the closure
     of the VasoSeal manufacturing and R&D facility in Vaals, The Netherlands
     and

 o   severance expenses for employee terminations in New Jersey facilities.

By the end of the fourth quarter, the manufacture of VasoSeal products will be
centralized in the Mahwah, New Jersey VasoSeal facility. The Vaals facility was
put up for sale at the end of April and will be formally closed by the end of
the fourth quarter. The Company received FDA clearance for manufacturing at the
Mahwah facility, which also houses VasoSeal R&D, warehousing and administration.

Headcount reductions, primarily in the Netherlands, totaled 110 people, or 8% of
the Company's worldwide employment. All of the New Jersey based employees left
the company effective September 30, 2001. Approximately 85% of the Vaals
employees left the Company by the end of April and the remaining employees will
be leaving by the end of June 2002.

Second Quarter

 o    workforce reductions in VasoSeal and Patient Monitoring

 o    costs associated with discontinuing the coronary stent sales business in
      Europe, including the resulting impairment of our investments in AMG and
      QualiMed, and

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

Based on the highly competitive stent market in Europe and an
analysis of the future economic contributions of the stent business, the Company
decided to exit the coronary stent business. In conjunction with this decision,
Datascope decided not to exercise the option to purchase the remaining 70% of
the equity of AMG and QualiMed and to discontinue support to these businesses.
As a consequence of these decisions, and the resulting impact on the operations
of AMG and QualiMed, the company determined that there has been an other than
temporary decline in the value of these investments. As a result, the company
has adjusted the carrying value of these investments to their net realizable
value by writing off its 30% equity investment in these two companies. Datascope
will continue to sell peripheral stent products in Europe through its
subsidiary, InterVascular, Inc. The Cardiac Assist direct sales operation in a
European country was closed because it was unprofitable. The company will
distribute its Cardiac Assist products through a distributor in this country.
The restructuring charge in the second quarter includes severance expenses for
41 people, or 3% of the company's worldwide employment. Substantially all of the
terminated employees left the company effective December 31, 2001.

The workforce reductions will not have any significant impact on our operations.
Severance accrued for terminated employees will be utilized by the end of fiscal
2003. A summary of the restructuring charges and remaining liability at March
31, 2002 is shown below.
<TABLE>
<CAPTION>
                                                                                                CA Office
                                                        Vaals          U.S.         Stent        Closure
                                                        Plant       Workforce      Business      European
                                                     Exit Costs     Reductions    Exit Costs      Country        Total
                                                     ------------  ------------  ------------  ------------  ------------
<S>                                                  <C>           <C>           <C>           <C>           <C>
Q1 Fiscal 2002 restructuring charges                      $3,570        $1,562            --            --        $5,132
Q2 Fiscal 2002 restructuring charges                         354           986         4,900            91         6,331
                                                     ------------  ------------  ------------  ------------  ------------
Total restructuring charges                                3,924         2,548         4,900            91        11,463
Utilized through March 31, 2002                            2,285         1,529         4,133            84         8,031
                                                     ------------  ------------  ------------  ------------  ------------
Remaining liability at March 31, 2002                     $1,639        $1,019          $767            $7        $3,432
                                                     ============  ============  ============  ============  ============
</TABLE>
<PAGE>

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

9.  Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations," ("SFAS No. 143"). This statement provides guidance on how to
account and report for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. SFAS No. 143 is
effective for fiscal years beginning after June 15, 2002. We do not expect this
statement to have a material impact on our financial statements.

In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," ("SFAS No. 144"). This statement provides
guidance on accounting and reporting for long-lived assets to be held and used,
disposed of by sale and disposed of other than by sale. SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001. We do not expect
this statement to have a material impact on our financial statements.

<PAGE>



                                                                       Form 10-Q






SIGNATURES

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

                              DATASCOPE CORP.
                              Registrant







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






                              By: \s\   Leonard S. Goodman
                                  -----------------------------------
                                    Vice President, CFO and Treasurer


Dated: May 15, 2002