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 December 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
                                      -----         -----

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES  x         NO
                                               -----         -----

Number of Shares of Company's Common Stock outstanding as of January 31, 2003:
14,768,269.

<PAGE>

                                 Datascope Corp

                                 Form 10-Q Index
<TABLE>
<CAPTION>
                                                                                              Page
<S>                                                                                           <C>
Part I.  FINANCIAL INFORMATION

     Item 1.   Financial Statements

               Consolidated Balance Sheets at
               December 31, 2002 and June 30, 2002                                                1

               Consolidated Statements of Earnings                                                2

               Consolidated Statements of Cash Flows                                              3

               Notes to Consolidated Financial Statements                                       4-7

     Item 2.   Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                                       8-14

     Item 3.   Quantitative and Qualitative Disclosures about Market Risk                        15

     Item 4.   Controls and Procedures                                                           15

Part II.  OTHER INFORMATION

     Item 1.   Legal Proceedings                                                                 16

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

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

Signatures                                                                                       17

Certification of Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Quarterly Reports                               18-19

Exhibit 99.1 - Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002                                        20
</TABLE>

<PAGE>


PART I.  FINANCIAL INFORMATION
   Item 1. Financial Statements

                     Datascope Corp. and Subsidiaries
                       Consolidated Balance Sheets
                              (In thousands)
<TABLE>
<CAPTION>
                                                     Dec 31,      June 30,
                                                      2002         2002
                                                    ---------    ---------
Assets                                             (unaudited)      (a)
<S>                                                 <C>          <C>
Current Assets:
  Cash and cash equivalents                         $  14,313    $   5,548
  Short-term investments                               18,456       15,817
  Accounts receivable less allowance for
    doubtful accounts of $1,274 and $1,159             70,937       79,400
  Inventories                                          53,413       51,930
  Prepaid expenses and other current assets            13,823       14,874
                                                    ---------    ---------
      Total Current Assets                            170,942      167,569

Property, Plant and Equipment, net of accumulated
    depreciation of $67,351 and $61,622                89,953       89,897
Long-Term Investments                                  32,744       30,525
Other Assets                                           29,330       28,031
                                                    ---------    ---------
                                                    $ 322,969    $ 316,022
                                                    =========    =========

Liabilities and Stockholders' Equity
Current Liabilities:
  Accounts payable                                  $  16,521    $  15,258
  Accrued expenses                                     13,512       16,393
  Accrued compensation                                 11,864       13,218
  Deferred revenue                                      3,900        4,459
                                                    ---------    ---------
      Total Current Liabilities                        45,797       49,328

Other Liabilities                                      16,060       15,716
Stockholders' Equity
  Preferred stock, par value $1.00 per share:
    Authorized 5 million shares; Issued, none            --           --
  Common stock, par value $.01 per share:
    Authorized, 45 million shares;
    Issued, 17,734 and 17,724 shares                      177          177
  Additional paid-in capital                           72,657       72,542
  Treasury stock at cost, 2,965 and 2,946 shares      (86,970)     (86,484)
  Retained earnings                                   281,766      272,570
  Accumulated other comprehensive loss                 (6,518)      (7,827)
                                                    ---------    ---------
                                                      261,112      250,978
                                                    ---------    ---------
                                                    $ 322,969    $ 316,022
                                                    =========    =========
</TABLE>

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

                                       1
<PAGE>

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


<TABLE>
<CAPTION>
                                       Six Months Ended     Three Months Ended
                                         December 31,           December 31,
                                       2002       2001       2002       2001
                                     --------   --------   --------   --------

<S>                                  <C>        <C>        <C>        <C>
Net Sales                            $154,500   $149,200   $ 82,500   $ 78,300
                                     --------   --------   --------   --------
Costs and Expenses:
  Cost of sales                        64,574     60,094     34,690     32,188
  Research and development
    expenses                           14,292     11,896      7,254      5,992
  Selling, general and
    administrative expenses            63,318     61,645     33,536     33,698
  Gain on legal settlement             (3,028)      --       (3,028)      --
  Restructuring charges                  --       11,463       --        6,331
                                     --------   --------   --------   --------
                                      139,156    145,098     72,452     78,209
                                     --------   --------   --------   --------
Operating Earnings                     15,344      4,102     10,048         91
Other (Income) Expense:
  Interest income                        (632)    (1,046)      (331)      (389)
  Interest expense                          1         39          1         14
  Other, net                               39        370       (127)       190
                                     --------   --------   --------   --------
                                         (592)      (637)      (457)      (185)
                                     --------   --------   --------   --------

Earnings Before Taxes on Income        15,936      4,739     10,505        276
Taxes on Income                         5,261      3,110      3,523      1,981
                                     --------   --------   --------   --------
Net Earnings (Loss)                  $ 10,675   $  1,629   $  6,982   $ (1,705)
                                     ========   ========   ========   ========

Earnings (Loss) Per Share, Basic     $   0.72   $   0.11   $   0.47   $  (0.12)
                                     ========   ========   ========   ========

Weighted average common
   shares outstanding, Basic           14,782     14,778     14,778     14,773
                                     ========   ========   ========   ========

Earnings (Loss) Per Share, Diluted   $   0.72   $   0.11   $   0.47   $  (0.12)
                                     ========   ========   ========   ========

Weighted average common
   shares outstanding, Diluted         14,854     15,140     14,841     14,773
                                     ========   ========   ========   ========
</TABLE>

   See notes to consolidated financial statements

                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                   Six Months Ended
                                                                                     December 31,
                                                                                 --------    --------
                                                                                   2002        2001
                                                                                 --------    --------
<S>                                                                              <C>         <C>
Operating Activities:
     Net cash provided by operating activities                                   $ 19,107    $  8,105
                                                                                 --------    --------

Investing Activities:
     Capital expenditures                                                          (3,029)     (4,221)
     Purchases of investments                                                     (28,811)    (44,888)
     Maturities of investments                                                     23,953      54,737
                                                                                 --------    --------
     Net cash (used in) provided by investing activities                           (7,887)      5,628
                                                                                 --------    --------

Financing Activities:
     Treasury shares acquired under repurchase programs                              (486)     (8,790)
     Exercise of stock options and other                                              115         840
     Cash dividends paid                                                           (1,479)     (1,478)
                                                                                 --------    --------
     Net cash used in financing activities                                         (1,850)     (9,428)
                                                                                 --------    --------

     Effect of exchange rates on cash                                                (605)       (256)
                                                                                 --------    --------

Increase in cash and cash equivalents                                               8,765       4,049
Cash and cash equivalents, beginning of period                                      5,548       5,545
                                                                                 --------    --------

Cash and cash equivalents, end of period                                         $ 14,313    $  9,594
                                                                                 ========    ========

Supplemental Cash Flow Information
     Cash paid (refunded) during the period for:
       Income taxes                                                              $  2,298    ($   791)
                                                                                 --------    --------

     Non-cash transactions:
       Net transfers of inventory to fixed assets
         for use as demonstration equipment                                      $  3,386    $  4,386
                                                                                 --------    --------
</TABLE>


                 See notes to consolidated financial statements


                                       3
<PAGE>

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

1. Basis of Presentation

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

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

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

2. Inventories

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

                                           --------    -------
                                           Dec. 31,    June 30,
                                             2002        2002
                                           --------    -------

Materials                                  $ 23,975    $21,301
Work in Process                               9,843      9,228
Finished Goods                               19,595     21,401
                                           --------    -------
                                           $ 53,413    $51,930
                                           ========    =======

3. Stockholders' Equity

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

Net earnings                               $ 10,675
Foreign currency translation adjustments      1,309
Common stock and additional paid-in
 capital effects of stock option activity       115
Cash dividends on common stock               (1,479)
Purchases under stock repurchase plans         (486)
                                           --------
Total increase in stockholders' equity     $ 10,134
                                           ========

                                       4
<PAGE>
                        Datascope Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                 (Unaudited, in thousands except per share data)

4. Earnings Per Share

In accordance with 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                                December 31, 2002                           December 31, 2001
----------------------                      ------------------------------------      --------------------------------------
                                              Net                      Per Share       Net                         Per Share
Basic EPS                                   Earnings        Shares        Amount      Earnings          Shares        Amount
---------                                   --------        ------        ------      --------          ------        ------
<S>                                         <C>             <C>           <C>          <C>              <C>           <C>
Earnings (loss) available to
   common shareholders                      $ 6,982         14,778        $   0.47     ($1,705)         14,773        ($0.12)

Diluted EPS
Options issued to employees                    --               63           --           --              --            --
                                            -------        -------        -------      -------         -------        ------

Earnings (loss) available to
   common shareholders
   plus assumed conversions                 $ 6,982         14,841        $   0.47     ($1,705)         14,773        ($0.12)
                                            =======        =======        ========     =======         =======        ======
</TABLE>

<TABLE>
<CAPTION>
--------------------                        ------------------------------------      --------------------------------------
For Six Months Ended                                  December 31, 2002                           December 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                      $10,675         14,782        $   0.72     $ 1,629          14,778        $0.11

Diluted EPS
Options issued to employees                    --               72         --             --               362         --
                                            -------        -------        --------     -------         -------        -----

Earnings available to
   common shareholders
   plus assumed conversions                 $10,675         14,854        $   0.72     $ 1,629          15,140        $0.11
                                            =======        =======        ========     =======         =======        =====
</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 six month periods ended December 31, 2002 and 2001 our
comprehensive income was as follows:

<TABLE>
<CAPTION>
                                                               Six Months Ended                   Three Months Ended
                                                         -----------------------------        ----------------------------
                                                           12/31/02        12/31/01            12/31/02        12/31/01
                                                         -------------   -------------        ------------   -------------
<S>                                                      <C>              <C>                 <C>            <C>
         Net earnings (loss)                                  $10,675          $1,629              $6,982         ($1,705)
         Foreign currency translation
              gain (loss)                                       1,309             920               1,205            (442)
                                                         -------------   -------------        ------------   -------------
         Total comprehensive income (loss)                    $11,984          $2,549              $8,187         ($2,147)
                                                         =============   =============        ============   =============
</TABLE>

                                       5
<PAGE>

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

6. Segment Information

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

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

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

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

<TABLE>
<CAPTION>
                                                              Cardiac           Collagen
                                                              Assist /          Products /         Corporate
                                                            Monitoring          Vascular             and
                                                             Products            Grafts            Other (a)        Consolidated
-------------------------------------                        ---------          ---------          ---------          ---------
Three months ended December 31, 2002
-------------------------------------
<S>                                                          <C>                <C>                <C>                <C>
Net sales to external customers                              $  64,003          $  18,221          $     276          $  82,500
                                                             ---------          ---------          ---------          ---------
Operating earnings (b)                                       $   6,969          $   1,289          $   1,790          $  10,048
                                                             ---------          ---------          ---------          ---------
-------------------------------------
Three months ended December 31, 2001
-------------------------------------
Net sales to external customers                              $  59,302          $  18,750          $     248          $  78,300
                                                             ---------          ---------          ---------          ---------
Operating earnings (loss) (c)                                $     571          $     601          ($  1,081)         $      91
                                                             ---------          ---------          ---------          ---------
-------------------------------------
Six months ended December 31, 2002
-------------------------------------
Net sales to external customers                              $ 118,082          $  35,793          $     625          $ 154,500
                                                             ---------          ---------          ---------          ---------
Operating earnings (b)                                       $  11,462          $   1,617          $   2,265          $  15,344
                                                             ---------          ---------          ---------          ---------
-------------------------------------
Six months ended December 31, 2001
-------------------------------------
Net sales to external customers                              $ 111,613          $  37,063          $     524          $ 149,200
                                                             ---------          ---------          ---------          ---------
Operating earnings (loss) (d)                                $   6,281          ($  1,213)         ($    966)         $   4,102
                                                             ---------          ---------          ---------          ---------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
Reconciliation to consolidated earnings                           Six Months Ended                     Three Months Ended
    before income taxes :                                    12/31/02           12/31/01           12/31/02            12/31/01
-------------------------------------                        ---------          ---------          ---------          ---------
<S>                                                          <C>                <C>                <C>                <C>
Consolidated operating earnings                              $  15,344          $   4,102          $  10,048          $      91
Interest income, net                                               631              1,007                330                375
Other (expense) income                                             (39)              (370)               127               (190)
                                                             ---------          ---------          ---------          ---------
Consolidated earnings before taxes                           $  15,936          $   4,739          $  10,505          $     276
                                                             =========          =========          =========          =========
</TABLE>

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

(b) Excluding the gain on legal settlement, Corporate and Other had operating
    losses of $1.2 million in the three months ended December 31, 2002 and $0.8
    million in the six month period.

(c) Excluding restructuring expenses in the three months ended December 31,
    2001, operating earnings were $6.0 million for the Cardiac Assist /
    Monitoring Products segment and $1.5 million for the Collagen Products /
    Vascular Grafts segment.

(d) Excluding restructuring expenses in the six months ended December 31, 2001,
    operating earnings were $12.0 million for the Cardiac Assist / Monitoring
    Products segment, $4.4 million for the Collagen Products / Vascular Grafts
    segment and a loss of $0.8 million for Corporate and Other.


                                       6
<PAGE>
                        Datascope Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                 (Unaudited, in thousands except per share data)

7.  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

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

 |_|  severance expenses for employee terminations in New Jersey facilities.

Second Quarter

 |_|  workforce reductions in VasoSeal and Patient Monitoring

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

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

The workforce reductions, totaling 151 employees or 11% of our worldwide
employment, did 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 December 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 December 31, 2002                         3,877          2,293           4,703             91         10,964
                                                    -------------   ------------   -------------  -------------   ------------
Remaining liability at December 31, 2002                     $47           $255            $197           $ --           $499
                                                    =============   ============   =============  =============   ============
</TABLE>

                                       7
<PAGE>

                        Datascope Corp. and Subsidiaries

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

Results of Operations

     Second quarter and first six months of fiscal 2003 compared to the
corresponding periods last year.

     Net Sales

         Net sales were $82.5 million in the second quarter and $154.5 million
         in the first six months of fiscal 2003 representing an increase of 5%
         and 4%, respectively, compared to the second quarter and first six
         months of fiscal 2002.

              Sales of the Cardiac Assist / Monitoring Products segment were
              $64.0 million compared to $59.3 million in the second quarter and
              $118.1 million in the first six months of fiscal 2003 compared to
              $111.6 million last year.

                  Sales of cardiac assist products increased 3% to $28.8 million
                  in the second quarter, reflecting strong worldwide sales of
                  intra-aortic balloon pumps. Sales of intra-aortic balloon
                  (IAB) catheters decreased 2% due to the continued reduction in
                  purchases by the Company's distributor in Japan in order to
                  reduce inventory throughout fiscal 2003, as reported last
                  quarter. Excluding Japan, worldwide IAB catheter sales
                  increased 3%. Sales of the new, premium priced Fidelity(TM) 8
                  Fr. IAB catheter continued to climb, accounting for 49% of IAB
                  catheter second quarter sales. In the first six months of
                  fiscal 2003 sales of Cardiac Assist products were $54.3
                  million compared to $54.1 million last year.

                  Sales of patient monitoring products rose 12% to $35.2 million
                  in the second quarter, marking the fifth consecutive quarter
                  of double-digit sales growth for Datascope's patient
                  monitoring business. All major patient monitoring products
                  contributed to the record sales. Sales of patient monitoring
                  products in the first six months of fiscal 2003 were $63.8
                  million compared to $57.4 million last year.

              Sales of the Collagen Products / Vascular Grafts segment were
              $18.2 million compared to $18.8 million in the second quarter and
              $35.8 million in the first six months of fiscal 2003 compared to
              $37.1 million last year.

                  In the second quarter, sales of VasoSeal(R) arterial puncture
                  sealing devices decreased 17% to $10.7 million, as strong
                  competitive pressures in the market continued. During the
                  quarter, the Company introduced VasoSeal Low Profile,
                  specifically designed for use after 4 or 5 Fr. diagnostic
                  procedures. While VasoSeal Low Profile is expected to
                  contribute to sales, changes in the marketplace relating to
                  Medicare reimbursement and the recent availability of new, low
                  priced manual compression assist devices may limit the
                  potential of this new product. During the current quarter, the
                  Company plans to launch the VasoSeal Elite(TM) device, which
                  incorporates a new, proprietary collagen hemostat.

                                       8
<PAGE>

                  Sales of InterVascular, Inc. increased 29% to $7.3 million in
                  the second quarter, reflecting higher U.S. sales, continued
                  strong demand for the InterGard Silver(TM) anti-microbial
                  graft in international markets, and the positive effect of a
                  weaker dollar on international sales in direct markets. In the
                  second quarter of last year, U.S. sales were minimal because
                  the Company's former distributor, whose termination became
                  effective at the end of December 2001, placed no orders in the
                  second quarter. With regard to the InterGard Silver graft, the
                  Company is responding to a request by FDA for additional
                  follow-up data. As a result, the introduction of this product
                  to the U.S. market will be delayed beyond the beginning of
                  calendar 2003 as originally estimated.

         The weaker U.S. dollar compared to the Euro and the British Pound
         increased total sales by approximately $1.0 million in the second
         quarter of fiscal 2003 and $2.1 million for the first six months of
         fiscal 2003.

     Gross Profit (Net Sales Less Cost of Sales)

         The gross profit percentage was 58.0% for the second quarter and 58.2%
         for the first six months of fiscal 2003 compared to 58.9% and 59.7% for
         the corresponding periods last year. The reduced gross profit
         percentage in the second quarter and first six months of fiscal 2003
         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 VasoSeal products. For the first six
         month period of fiscal 2003, the gross margin was favorably impacted by
         an insurance settlement of $500 thousand recorded in the first quarter,
         accounted for as a reduction to cost of sales, consistent with the
         accounting treatment for the related inventory write-off which was
         recorded as a charge to cost of sales in a previous period.

     Research and Development (R&D)

         We continued our companywide focus on new product development and
         improvements of existing products in the second quarter and first six
         months of fiscal 2003. Spending on R&D reflects investment in new
         product development programs, sustaining R&D on existing products,
         regulatory compliance and clinical evaluations. R&D expenses increased
         21% to $7.3 million in the second quarter of fiscal 2003, equivalent to
         8.8% of sales compared to $6.0 million, or 7.7% of sales for the second
         quarter last year. R&D expenses increased 20% to $14.3 million in the
         first six months of fiscal 2003, equivalent to 9.3% of sales compared
         to $11.9 million, or 8.0% of sales for the same period last year. The
         increased R&D expenses were primarily attributable to new product
         development projects in the Patient Monitoring and InterVascular
         businesses.


                                       9
<PAGE>

     Selling, General & Administrative Expenses (SG&A)

         SG&A expenses, as a percentage of sales were 40.6% in the second
         quarter and 41.0% the first six months of fiscal 2003 compared to 43.0%
         and 41.3% for the corresponding periods last year.

         SG&A expenses were $33.5 million in the second quarter and $63.3
         million for the first six months of fiscal 2003 compared to $33.7
         million and $61.6 million last year, respectively. The decrease in SG&A
         expenses in the second quarter was primarily attributable to:

         o  decrease in VasoSeal selling expenses related to the restructuring
            last year
         o  elimination of coronary stent selling expenses due to termination of
            this business in FY 2002

         Offsetting the above were increased expenses in building a U.S. direct
         field force for InterVascular and higher selling expenses for Patient
         Monitoring.

         The increase in SG&A expenses for the first six months of fiscal 2003
         was primarily attributable to the expenses for building a U.S. direct
         sales force for InterVascular.

         The weaker U.S. dollar compared to the Euro and the British Pound
         increased SG&A expenses by approximately $0.7 million in the second
         quarter and $1.5 million for the first six months of fiscal 2003.

     Special Items

         Gain on Legal Settlement

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

         Restructuring Charges

              In the first and second quarters of fiscal 2002, we 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.

                                       10
<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.

              The workforce reductions totaling 151 employees or 11% of the
              Company's world-wide employment did not have any significant
              impact on our operations. Severance accrued for terminated
              employees will be utilized by the end of fiscal 2003.

     Other Income and Expense

         Interest income was $0.3 million in the second quarter compared to $0.4
         million last year. The decline in interest income in the second quarter
         of fiscal 2003 was the result of a decrease in the average yield from
         4.3% to 3.2%, partially offset by a higher average portfolio balance
         ($46.9 million vs. $34.8 million). Interest income was $0.6 million in
         the first six months of fiscal 2003 compared to $1.0 million in the
         same period last year with the decrease due to the same reasons
         discussed above.

     Income Taxes

         In the second quarter and first six months of fiscal 2003, the
         consolidated effective tax rate was 33.5% and 33.0%, respectively. The
         consolidated effective tax rate in the second quarter and first six
         months last year was not a meaningful percentage because taxes were
         significantly impacted by expenses related to the restructuring
         programs that were not deductible for tax purposes, primarily in
         international businesses. Excluding special items in both years (the
         gain on legal settlement in fiscal 2003 and restructuring charges in
         fiscal 2002), the effective tax rate was 32.0% in the second quarter
         and first six months of fiscal 2003 compared to 31.5% for the
         comparable periods last year. The increase in the consolidated
         effective tax rate in fiscal 2003 was primarily attributable to an
         increase in state income tax rates.

     Net Earnings

         Net earnings were $7.0 million or $0.47 per diluted share in the second
         quarter of fiscal 2003 compared to a loss of $1.7 million, or $0.12 per
         diluted share last year.

         Excluding the gain on legal settlement this year and restructuring
         charges last year, net earnings were $5.1 million or $0.34 per diluted
         share in the second quarter of fiscal 2003, compared to $4.5 million or
         $0.30 per diluted share for the corresponding period last year. The
         increased earnings primarily reflect an increased gross margin from the
         higher sales, partially offset by increased R&D expenses, as discussed
         above.

                                       11
<PAGE>

         Net earnings in the first six months of fiscal 2003 were $10.7 million
         or $0.72 per diluted share compared to $1.6 million or $0.11 per
         diluted share last year. Excluding special items in both years, net
         earnings in the first six months of fiscal 2003 were $8.8 million or
         $0.59 per diluted share compared to $11.1 million, or $0.73 per diluted
         share last year.

     Liquidity and Capital Resources

         Working capital was $125.1 million at December 31, 2002, compared to
         $118.2 million at June 30, 2002. The current ratio was at 3.7:1
         compared to 3.4:1. The increase in working capital was primarily the
         result of an increase in cash and short-term investments ($11.4
         million) and a decrease in current liabilities ($3.5 million),
         partially offset by a decrease in accounts receivable ($8.5 million).
         The proceeds of the $3.75 million cash payment from the settlement of
         patent litigation with Vascular Solutions, Inc. are reflected in
         short-term investments at December 31, 2002.

         In the first six months of fiscal 2003, cash provided by operations was
         $19.1 million compared to $8.1 million last year. The increase is
         primarily attributable to the higher net earnings and depreciation and
         amortization. Net cash used in investing activities was $7.9 million,
         attributable to purchases of investments of $28.8 million and the
         purchase of $3.0 million of property, plant and equipment, offset by
         $24.0 million for maturities of investments. Net cash used in financing
         activities was $1.9 million, due to $1.5 million dividends paid and
         stock repurchases of $0.5 million, offset by stock option activity of
         $0.1 million.

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

     Information Concerning Forward Looking Statements

         This Management's Discussion and Analysis of Financial Condition and
         Results of Operations contains forward-looking statements that involve
         risks and uncertainties that could cause actual results to differ
         materially from those projected in the forward-looking statements as a
         result of many important factors. Many of these important factors
         cannot be predicted or quantified and are outside our control,
         including the possibility that 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
         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.


                                       12
<PAGE>

     Critical Accounting Policies

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

         o  Allowance for Doubtful Accounts

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

         o  Inventory Valuation

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

         o  Goodwill Valuation

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


                                       13
<PAGE>


         o  Income Taxes

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

         o  Pension Plan Actuarial Assumptions

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

                                       14
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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

     We do not use derivative financial instruments for trading purposes. None
     of our foreign currency forward exchange contracts are designated as
     economic hedges of our net investment in foreign subsidiaries.

     As of December 31, 2002, we had a notional amount of $8.4 million of
     foreign exchange forward contracts outstanding, which were in Euros and
     British pounds. The foreign exchange forward contracts generally have
     maturities that do not exceed 12 months and require us to exchange foreign
     currencies for U.S. dollars at maturity, at rates agreed to when the
     contract is signed.

Item 4.  Controls and Procedures

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

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

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

                                       15
<PAGE>

Part II:   OTHER INFORMATION

     Item 1. Legal Proceedings

         On January 28, 2003, Sanmina-SCI, a former supplier to the Company,
         filed a complaint in the Superior Court of California, County of Santa
         Clara, claiming that the Company is obligated to purchase excess
         inventory of Sanmina-SCI. Sanmina-SCI seeks damages of $1.2 million,
         plus material markup, carrying costs and interest. The Company believes
         it has meritorious defenses in the pending litigation and intends to
         defend this action vigorously.

         The Public Prosecutor's Office in Darmstadt, Germany is conducting an
         investigation of one current and one former employee of a German
         subsidiary of a subsidiary of the Company. The investigation concerns
         marketing practices under which benefits were provided to customers of
         that subsidiary. The Company is cooperating with the investigation. The
         German subsidiary has annual revenues of under $5 million. The Company
         cannot predict at this time what the results of the investigation may
         be or whether it could have a material adverse effect on the Company or
         its business.

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

         The annual meeting of shareholders of Datascope Corp. was held on
         December 10, 2002 and the following matters were voted upon:

         To approve the election of Alan B. Abramson to serve as a Class II
         member of the Datascope Corp. board of directors until the 2005 annual
         meeting of shareholders and until the election and qualification of his
         successor.
                           For:  11,193,373                Withheld:  1,475,711

         To approve the election of David Altschiller to serve as a Class II
         member of the Datascope Corp. board of directors until the 2005 annual
         meeting of shareholders and until the election and qualification of his
         successor.
                           For:  11,107,161                Withheld:  1,561,923

         William L. Asmundson, George Heller, Arno Nash and Lawrence Saper also
         continued to serve as members of the Datascope Corp. board of directors
         after the annual meeting.

         Proposal to approve the Datascope Corp. Amended and Restated
         Compensation Plan for Non-Employee Directors.
                           For:  9,645,763                 Against:  2,732,825

                           Abstain:  290,496


     Item 6. Exhibits and Reports on Form 8-K

     a.  Exhibits
         99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
         pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
     b.  Reports on Form 8-K. During the quarter for which this report on Form
         10-Q is filed, the Registrant filed a Form 8-K dated December 11, 2002,
         pertaining to the settlement of the patent infringement litigation with
         Vascular Solutions, Inc. described herein.


                                       16
<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, Chief Financial Officer and Treasurer



Dated: February 14, 2003




                                       17
<PAGE>

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

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


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

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

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

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

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

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

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

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

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

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

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


Date: February 14, 2003
                               \s\ Lawrence Saper
                               ------------------------------
                               Lawrence Saper
                               Chairman of the Board and Chief Executive Officer

                                       18
<PAGE>


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

I, Leonard S. Goodman, Vice President, Chief Financial Officer and Treasurer,
certify that:


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

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

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

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

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

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

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

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

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

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

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



Date: February 14, 2003
                          \s\ Leonard S. Goodman
                          ---------------------------------------
                          Leonard S. Goodman
                          Vice President, Chief Financial Officer and Treasurer


                                       19