<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 September 30, 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      NO  x
                                                ---     ---

Number of Shares of Company's Common Stock outstanding as of October 31,
2002: 14,778,798.


<PAGE>

                                 Datascope Corp.

                                 Form 10-Q Index

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

         Item 1.  Financial Statements

                  Consolidated Balance Sheets at
                  September 30, 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                                                                    8-11

         Item 3.  Quantitative and Qualitative Disclosures about Market Risk                                     12

         Item 4.  Controls and Procedures                                                                        12

Part II. OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K                                                               13

Signatures                                                                                                       14

Certification of Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Quarterly Reports                                               15-16

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                                                        17
</TABLE>


<PAGE>

PART I.  FINANCIAL INFORMATION

      Item 1. Financial Statements

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

<TABLE>
<CAPTION>
                                                                                   Sept 30,            June 30,
                                                                                     2002                2002
                                                                               ---------------     ---------------
Assets                                                                           (unaudited)             (a)
<S>                                                                            <C>                 <C>
Current Assets:
  Cash and cash equivalents                                                    $         7,735     $         5,548
  Short-term investments                                                                15,816              15,817
  Accounts receivable less allowance for
    doubtful accounts of $1,085 and $1,159                                              68,287              79,400
  Inventories                                                                           53,293              51,930
  Prepaid expenses and other current assets                                             13,842              14,874
                                                                               ---------------     ---------------
      Total Current Assets                                                             158,973             167,569


Property, Plant and Equipment, net of
    accumulated depreciation of $64,586
    and $61,622                                                                         89,916              89,897
Long-Term Investments                                                                   35,136              30,525
Other Assets                                                                            28,892              28,031
                                                                               ---------------     ---------------
                                                                               $       312,917     $       316,022
                                                                               ===============     ===============

Liabilities and Stockholders' Equity

Current Liabilities:
  Accounts payable                                                             $        15,367     $        15,258
  Accrued expenses                                                                      13,547              16,393
  Accrued compensation                                                                   9,907              13,218
  Deferred revenue                                                                       4,304               4,459
                                                                               ---------------     ---------------
      Total Current Liabilities                                                         43,125              49,328


Other Liabilities                                                                       15,834              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, 17,731 and 17,724 shares                                                       177                 177
  Additional paid-in capital                                                            72,647              72,542
  Treasury stock at cost, 2,953 and 2,946 shares                                       (86,666)            (86,484)
  Retained earnings                                                                    275,523             272,570
  Accumulated other comprehensive loss                                                  (7,723)             (7,827)
                                                                               ---------------     ---------------
                                                                                       253,958             250,978
                                                                               ---------------     ---------------
                                                                               $       312,917     $       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>
                                                                                       Three Months Ended
                                                                                         September 30,
                                                                               -----------------------------------
                                                                                    2002                2001
                                                                               ---------------     ---------------
<S>                                                                            <C>                 <C>
Net Sales                                                                      $        72,000     $        70,900
                                                                               ---------------     ---------------

Costs and Expenses:
  Cost of sales                                                                         29,884              27,906
  Research and development
    expenses                                                                             7,038               5,904
  Selling, general and
    administrative expenses                                                             29,782              27,947
  Restructuring charge                                                                    --                 5,132
                                                                               ---------------     ---------------
                                                                                        66,704              66,889
                                                                               ---------------     ---------------

Operating Earnings                                                                       5,296               4,011

Other (Income) Expense:
  Interest income                                                                         (301)               (657)
  Interest expense                                                                        --                    25
  Other, net                                                                               166                 180
                                                                               ---------------     ---------------
                                                                                          (135)               (452)
                                                                               ---------------     ---------------

Earnings Before Taxes on Income                                                          5,431               4,463

Taxes on Income                                                                          1,738               1,129
                                                                               ---------------     ---------------

Net Earnings                                                                   $         3,693     $         3,334
                                                                               ===============     ===============

Earnings Per Share, Basic                                                      $          0.25     $          0.23
                                                                               ===============     ===============
Weighted average common
   shares outstanding, Basic                                                            14,778              14,783
                                                                               ===============     ===============

Earnings Per Share, Diluted                                                    $          0.25     $          0.22
                                                                               ===============     ===============
Weighted average common
   shares outstanding, Diluted                                                          14,859              15,287
                                                                               ===============     ===============
</TABLE>

                 See notes to consolidated financial statements

                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                          September 30,
                                                                               -----------------------------------
                                                                                    2002                2001
                                                                               ---------------     ---------------
<S>                                                                            <C>                 <C>
Operating Activities:
         Net cash provided by operating activities                             $         9,178     $         8,670
                                                                               ---------------     ---------------
Investing Activities:
         Capital expenditures                                                           (1,641)             (2,238)
         Purchases of investments                                                      (11,572)            (33,236)
         Maturities of investments                                                       6,962              35,160
                                                                               ---------------     ---------------
         Net cash used in investing activities                                          (6,251)               (314)
                                                                               ---------------     ---------------

Financing Activities:
         Treasury shares acquired under repurchase programs                               (182)             (6,345)
         Exercise of stock options and other                                               105                (909)
         Cash dividends paid                                                              (740)               (739)
                                                                               ---------------     ---------------
         Net cash used in financing activities                                            (817)             (7,993)
                                                                               ---------------     ---------------
         Effect of exchange rates on cash                                                   77                 (36)
                                                                               ---------------     ---------------

Increase in cash and cash equivalents                                                    2,187                 327
Cash and cash equivalents, beginning of period                                           5,548               5,545
                                                                               ---------------     ---------------

Cash and cash equivalents, end of period                                       $         7,735     $         5,872
                                                                               ===============     ===============

Supplemental Cash Flow Information
         Cash refunded during the period for:
           Income taxes                                                        $          (654)    $        (1,438)
                                                                               ---------------     ---------------
         Non-cash transactions:
           Net transfers of inventory to fixed assets
             for use as demonstration equipment                                $         1,860     $         2,858
                                                                               ---------------     ---------------
</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 condensed consolidated financial statements include
the accounts of Datascope Corp. and its subsidiaries (the "Company" - which may
be referred to as "our", "us" or "we"). These statements have been prepared in
accordance with accounting principles generally accepted in the United States
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.

                                       Sept 30,         June 30,
                                         2002             2002
                                      ----------       ----------
        Materials                     $   24,843       $   21,301
        Work in Process                    9,313            9,228
        Finished Goods                    19,137           21,401
                                      ----------       ----------
                                      $   53,293       $   51,930
                                      ==========       ==========

3. Stockholders' Equity

Changes in the components of stockholders' equity for the three months ended
September 30, 2002 were as follows:

        Net earnings                                           $   3,693
        Foreign currency translation adjustments                     104
        Common stock and additional paid-in
              capital effects of stock option activity               105
        Cash dividends on common stock                              (740)
        Purchases under stock repurchase plans                      (182)
                                                               ---------
        Total increase in stockholders' equity                 $   2,980
                                                               =========


                                       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                       September 30, 2002                          September 30, 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            $    3,693         14,778     $     0.25     $    3,334         14,783     $     0.23

Diluted EPS
-----------
Options issued to employees             --               81           --             --              504          (0.01)
                                  ----------     ----------     ----------     ----------     ----------     ----------

Earnings available to
   common shareholders
   plus assumed conversions       $    3,693         14,859     $     0.25     $    3,334         15,287     $     0.22
                                  ==========     ==========     ==========     ==========     ==========     ==========
</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 month periods ended September 30, 2002 and 2001 our comprehensive
income was as follows:

                                                       2002             2001
                                                    ----------       ----------
              Net earnings                          $    3,693       $    3,334
              Foreign currency translation gain            104            1,362
                                                    ----------       ----------
              Total comprehensive income            $    3,797       $    4,696
                                                    ==========       ==========


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

Three months ended September 30, 2001
Net sales to external customers                  $        52,310     $        18,314     $           276     $        70,900
                                                 ---------------     ---------------     ---------------     ---------------
Operating earnings (loss) (b)                    $         5,711     $        (1,814)    $           114     $         4,011
                                                 ---------------     ---------------     ---------------     ---------------

Reconciliation to consolidated earnings
    before income taxes:                              2002                 2001
                                                 ---------------     ---------------
Consolidated operating earnings                  $         5,296     $         4,011
Interest income, net                                         301                 632
Other (expense) income                                      (166)               (180)
                                                 ---------------     ---------------
Consolidated earnings before taxes               $         5,431     $         4,463
                                                 ===============     ===============
</TABLE>

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

(b) Excluding restructuring expenses in the three months ended September 30,
    2001, operating earnings were $6.1 million for the Cardiac Assist/
    Monitoring Products segment, $2.8 million for the Collagen Products/
    Vascular Grafts segment and $0.2 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

  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.

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 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 September 30,
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 September 30, 2002                   3,874          2,279          4,694             91         10,938
                                                 ----------     ----------     ----------     ----------     ----------
Remaining liability at September 30, 2002        $       50     $      269     $      206     $     --       $      525
                                                 ==========     ==========     ==========     ==========     ==========
</TABLE>

                                       7
<PAGE>


                        Datascope Corp. and Subsidiaries

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

Results of Operations

     First quarter of fiscal 2003 compared to the corresponding period last
     year.

     Net Sales

         Net sales of $72.0 million in the first quarter of fiscal 2003
         increased 2% compared to last year.

              Sales of the Cardiac Assist/Monitoring Products segment were
              $54.1 million compared to $52.3 million in the first quarter last
              year.

                  Sales of Cardiac Assist products decreased 3% to $25.6
                  million. During the quarter, there was a change in ownership
                  of the Company's Japanese distributor. As a consequence,
                  Datascope was advised that the distributor's purchases would
                  be reduced in each quarter of fiscal 2003 in order to reduce
                  inventory. The first quarter effect was to reduce total
                  Cardiac Assist sales by 2.2%. Excluding Japan, the worldwide
                  sales of IAB catheters increased 6% with gains in the U.S. and
                  international direct markets. Sales of the new Fidelity(TM) 8
                  Fr. IAB catheter continued to increase impressively,
                  accounting for nearly 46% of IAB sales in the final month of
                  the quarter.

                  Patient Monitoring sales rose 10% to a record $28.5 million,
                  driven by higher sales of Accutorr(R) Plus noninvasive blood
                  pressure monitors and Masimo SET(R)(1) pulse oximetry sensors.
                  Market demand for the Passport 2(R) portable patient monitor
                  and the PatientNet(R)(2) wireless monitoring system also
                  continued strong.

              Sales of the Collagen Products/Vascular Grafts segment were
              $17.6 million compared to $18.3 million in the first quarter last
              year.

                  During the first quarter, sales of VasoSeal(R) arterial
                  puncture sealing devices decreased 13% to $11.0 million,
                  continuing to reflect the intensely competitive market
                  environment. During the current quarter, the Company is
                  launching the VasoSeal Low Profile(TM), a product that is
                  specifically designed for use after 4 and 5 Fr. diagnostic
                  procedures. The Company believes that the availability of the
                  VasoSeal Low Profile product will increase its market share in
                  the diagnostic catheterization market, which is moving towards
                  use of smaller diameter catheters. Also during the first
                  quarter, the Company received FDA approval to market the new
                  VasoSeal Elite(TM) device, which incorporates a new,
                  proprietary collagen hemostat. Full market release of the
                  Elite device, which has demonstrated encouraging performance
                  in limited U.S. testing, is anticipated to occur by the end of
                  the third fiscal quarter. Both VasoSeal Elite and VasoSeal Low
                  Profile employ the improved Modified Hold Technique (MHT)
                  deployment method.

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

     (2) PatientNet is a registered trademark of General Electric Co.

                                       8
<PAGE>

                  Sales of InterVascular, Inc. increased 21% to $6.4 million,
                  reflecting continued strong demand for the InterGard
                  Silver(TM) anti-microbial graft in international markets,
                  favorable foreign exchange, increased U.S. sales attributable
                  to the activity of the new, dedicated direct sales force, and
                  higher sales of peripheral stents in European markets.

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

     Gross Profit (Net Sales Less Cost of Sales)

         The gross profit percentage was 58.5% for the first quarter of fiscal
         2003 compared to 60.6% for the corresponding period last year. The
         reduced gross profit percentage in the first quarter 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 cardiac assist and VasoSeal products.
         Partially offsetting the above was a favorable impact from an insurance
         settlement of $500 thousand, 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 first quarter 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 19% to $7.0 million in
         the first quarter of fiscal 2003 compared to $5.9 million last year and
         increased as a percentage of sales to 9.8% for the first quarter of
         fiscal 2003 compared to 8.3% last year. The increased R&D expenses were
         primarily attributable to new product development projects in the
         Patient Monitoring, VasoSeal and InterVascular businesses.

     Selling, General & Administrative Expenses (SG&A)

         SG&A expenses, as a percentage of sales were 41.4% in the first quarter
         of fiscal 2003 compared to 39.4% last year.

         SG&A expenses were $29.8 million in the first quarter of fiscal 2003
         compared to $27.9 million last year. The increase in SG&A expenses was
         primarily attributable to:

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

         o    severance expenses related to workforce reductions in the
              VasoSeal business.

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

                                       9

<PAGE>


     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.

         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 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.

     Other Income and Expense

         Interest income was $0.3 million in the first quarter compared to $0.7
         million last year. The decline in interest income was the result of a
         lower average portfolio balance (from $46.8 million to $43.0 million)
         and a decrease in the average yield from 5.4% to 3.6%.

     Income Taxes

         In the first quarter of fiscal 2003, the consolidated effective tax
         rate was 32.0% compared to 25.3% for the first quarter last year. The
         lower tax rate in the first quarter last year was primarily
         attributable to a higher proportion of expenses recorded in
         jurisdictions subject to a higher statutory tax rate.

     Net Earnings

         Net earnings were $3.7 million or $0.25 per diluted share in the first
         quarter of fiscal 2003 compared to $3.3 million, or $0.22 per diluted
         share last year.

         Excluding the restructuring charge last year, net earnings were $3.7
         million or $0.25 per diluted share in the first quarter of fiscal 2003,
         compared to $6.6 million or $0.43 per diluted share for the
         corresponding period last year. The decreased earnings primarily
         reflect a reduced gross margin and increased SG&A and R&D expenses, as
         discussed above.

     Liquidity and Capital Resources

         Working capital was $115.8 million at September 30, 2002, compared to
         $118.2 million at June 30, 2002. The current ratio was at 3.7:1
         compared to 3.4:1. The decrease in working capital was primarily the
         result of a decrease in accounts receivable ($11.1 million), partially
         offset by a decrease in current liabilities ($6.2 million).

                                       10
<PAGE>

         In the first quarter of fiscal 2003, cash provided by operations was
         $9.2 million compared to $8.7 million last year. The increase is
         primarily attributable to a decrease in accounts receivable and
         inventories. Net cash used in investing activities was $6.3 million,
         attributable to purchases of investments of $11.6 million and the
         purchase of $1.6 million of property, plant and equipment, offset by
         $7.0 million maturities of investments. Net cash used in financing
         activities was $0.8 million, due to $0.7 million dividends paid and
         stock repurchases of $0.2 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 possibility that the availability of
         the VasoSeal Low Profile product will not increase our market share in
         the diagnostic catherization market, the ability of the Company to
         successfully introduce new products, continued demand for the Company's
         products generally, rapid and significant changes that characterize the
         medical device industry and the ability to continue to respond to such
         changes, the uncertain timing of regulatory approvals, as well as other
         risks detailed in documents filed by Datascope with the Securities and
         Exchange Commission.

     Critical Accounting Policies

         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 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 a 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 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 that suggest an impairment may exist. The Company
              determines the fair market value of its reporting units using
              estimates of projected cash flows.

         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.


                                       11
<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 September 30, 2002, we had a notional amount of $7.4 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 could significantly affect the
         internal controls subsequent to the date the Company completed its
         evaluation.

                                       12
<PAGE>



Part II: OTHER INFORMATION

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



                                       13
<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:  November 14, 2002



                                       14

<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:   November 14, 2002


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

                                       15
<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:   November 14, 2002



                               \s\  Leonard S. Goodman
                               ---------------------------------------
                               Leonard S. Goodman
                               Vice President, Chief Financial Officer
                               and Treasurer

                                       16