<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM 10-Q
(Mark One)

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

              For the quarterly period ended December 31, 2004

                                       OR

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

              For the transition period from        to

                        Commission File Number 000-06516

                                   ----------

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

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

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

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

-------------------------------------------------------------------------------
      (Former name, former address and former fiscal year, if changed since
                                  last report)

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

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

Number of Shares of Company's Common Stock outstanding as of January 31, 2005:
14,795,270.


<PAGE>


                                 Datascope Corp.

                                 Form 10-Q Index

<TABLE>
<CAPTION>

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

     Item 1.     Financial Statements

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

                 Condensed Consolidated Statements of Earnings                          2

                 Condensed Consolidated Statements of Cash Flows                        3

                 Notes to Condensed Consolidated Financial Statements                4-10

     Item 2.     Management's Discussion and Analysis of Financial Condition
                 and Results of Operations                                          11-17

     Item 3.     Quantitative and Qualitative Disclosures about Market Risk            18

     Item 4.     Controls and Procedures                                               18

Part II.  OTHER INFORMATION

     Item 1.     Legal Proceedings                                                     19

     Item 2.     Changes in Securities, Use of Proceeds and Issuer
                 Purchases of Equity Securities                                        19

     Item 4.     Submission of Matters to a Vote of Security Holders                   20

     Item 6.     Exhibits and Reports on Form 8-K                                      20

Signatures                                                                             21

Exhibit 31.1.    Certification of Principal Executive Officer Regarding Facts
                 and Circumstances Relating to Quarterly Reports                       22

Exhibit 31.2.    Certification of Principal Financial Officer Regarding Facts
                 and Circumstances Relating to Quarterly Reports                       23

Exhibit 32.1.    Certification Pursuant to 18 U.S.C. Section 1350, as
                 Adopted Pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002                                            24

</TABLE>

<PAGE>

PART I.  FINANCIAL INFORMATION
       ITEM 1. FINANCIAL STATEMENTS

                        DATASCOPE CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (In thousands, except per share amounts)
                                   (Unaudited)

                                                           DEC 31,     JUNE 30,
                                                            2004         2004
                                                         ---------    ---------
                                                                         (a)
ASSETS
Current Assets:
   Cash and cash equivalents                             $   8,730    $   8,123
   Short-term investments                                    7,361       16,013
   Accounts receivable less allowance for
    doubtful accounts of $2,388 and $2,414                  65,195       70,603
   Inventories, net                                         59,330       52,858
   Prepaid income taxes                                      1,499       10,042
   Prepaid expenses and other current assets                11,957        8,529
   Current deferred taxes                                    6,301        6,500
                                                         ---------    ---------
      Total Current Assets                                 160,373      172,668

Property, Plant and Equipment, net of accumulated
 depreciation of $80,558 and $74,608                        92,048       88,915
Long-term Investments                                       49,567       52,223
Intangible Assets                                           25,839       23,748
Other Assets                                                31,227       30,781
                                                         ---------    ---------
                                                         $ 359,054    $ 368,335
                                                         =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable                                      $  18,713    $  16,982
   Accrued expenses                                         17,976       15,790
   Accrued compensation                                     12,755       15,840
   Short-term debt                                          10,000           --
   Deferred revenue                                          3,454        4,188
                                                         ---------    ---------
      Total Current Liabilities                             62,898       52,800

Other Liabilities                                           24,899       22,965
Stockholders' Equity:
   Preferred stock, par value $1.00 per share:
   Authorized 5 million shares; Issued, none                    --           --
Common stock, par value $.01 per share:
   Authorized, 45 million shares;
   Issued, 18,224 and 18,044 shares                            182          180
Additional paid-in capital                                  87,149       81,571
Treasury stock at cost, 3,430 and 3,254 shares            (104,022)     (97,177)
Retained earnings                                          288,390      311,643
Accumulated other comprehensive loss:
   Cumulative translation adjustments                          313       (2,502)
   Minimum pension liability adjustments                      (619)        (619)
   Unrealized loss on available-for-sale securities           (136)        (526)
                                                         ---------    ---------
      Total Stockholders' Equity                           271,257      292,570
                                                         ---------    ---------
                                                         $ 359,054    $ 368,335
                                                         =========    =========


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

                                        1


<PAGE>

                        DATASCOPE CORP. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                    (In thousands, except per share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                  SIX MONTHS ENDED                       THREE MONTHS ENDED
                                                     DECEMBER 31,                           DECEMBER 31,
                                           -----------------------------           -----------------------------
                                              2004               2003                2004                 2003
                                           ---------           ---------           ---------           ---------
<S>                                        <C>                 <C>                 <C>                 <C>
NET SALES                                  $ 163,000           $ 163,900           $  82,700           $  86,800
                                           ---------           ---------           ---------           ---------
Costs and Expenses:
   Cost of sales                              65,424              68,052              33,472              36,174
   Research and development
    expenses                                  17,368              15,270               8,732               8,047
   Selling, general and
    administrative expenses                   68,758              67,035              35,329              34,920
                                           ---------           ---------           ---------           ---------
                                             151,550             150,357              77,533              79,141
                                           ---------           ---------           ---------           ---------
OPERATING EARNINGS                            11,450              13,543               5,167               7,659
Other (Income) Expense:
   Interest income                              (970)               (856)               (437)               (464)
   Interest expense                               84                  12                  76                   6
   Other, net                                    281                 (52)                313                (146)
                                           ---------           ---------           ---------           ---------
                                                (605)               (896)                (48)               (604)
                                           ---------           ---------           ---------           ---------
EARNINGS BEFORE TAXES ON INCOME               12,055              14,439               5,215               8,263
Taxes on Income                                3,617               4,620               1,497               2,644
                                           ---------           ---------           ---------           ---------
NET EARNINGS                               $   8,438           $   9,819           $   3,718           $   5,619
                                           =========           =========           =========           =========

Earnings Per Share, Basic                  $    0.57           $    0.66           $    0.25           $    0.38
                                           =========           =========           =========           =========

Weighted average common
 shares outstanding, Basic                    14,793              14,775              14,794              14,780
                                           =========           =========           =========           =========

Earnings Per Share, Diluted                $    0.55           $    0.65           $    0.24           $    0.37
                                           =========           =========           =========           =========

Weighted average common
 shares outstanding, Diluted                  15,234              15,082              15,256              15,152
                                           =========           =========           =========           =========

</TABLE>


            See notes to condensed consolidated financial statements


                                        2


<PAGE>

                        DATASCOPE CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)

                                                             SIX MONTHS ENDED
                                                                DECEMBER 31,
                                                           --------------------
                                                              2004       2003
                                                           --------    --------
Operating Activities:
     Net Earnings                                          $  8,438    $  9,819
     Adjustments to reconcile net earnings to net
       cash provided by operating activities:
         Depreciation                                         7,254       7,374
         Amortization                                         2,270       1,454
         Provision for supplemental pension                     557         557
         Provision for losses on accounts receivable              5         314
         Deferred income taxes                                1,635          --
         Tax benefit relating to stock options exercised        657         452
     Changes in assets and liabilities:
         Accounts receivable                                  7,178       3,518
         Inventories                                        (10,284)     (7,244)
         Other assets                                         6,547         413
         Accounts payable                                     1,535       2,146
         Accrued and other liabilities                       (3,443)        679
                                                           --------    --------
     Net cash provided by operating activities               22,349      19,482
                                                           --------    --------
INVESTING ACTIVITIES:
     Capital expenditures                                    (3,955)     (2,017)
     Purchases of investments                               (21,489)    (38,223)
     Maturities of investments                               14,402      32,073
     Sales of investments                                    18,923          --
     Capitalized software                                    (2,830)     (3,104)
     Purchased technology and licenses                       (2,274)       (800)
                                                           --------    --------
     Net cash provided by (used in) investing activities      2,777     (12,071)
                                                           --------    --------
FINANCING ACTIVITIES:
     Short-term debt                                         10,000          --
     Treasury shares acquired under repurchase programs      (6,845)     (4,303)
     Exercise of stock options and other                      4,923       3,451
     Cash dividends paid                                    (31,395)     (3,697)
                                                           --------    --------
     Net cash used in financing activities                  (23,317)     (4,549)
                                                           --------    --------

     Effect of exchange rates on cash                        (1,202)       (976)
                                                           --------    --------

Increase in cash and cash equivalents                           607       1,886
Cash and cash equivalents, beginning of period                8,123      10,572
                                                           --------    --------

Cash and cash equivalents, end of period                   $  8,730    $ 12,458
                                                           ========    ========

SUPPLEMENTAL CASH FLOW INFORMATION
     Cash paid during the period for:
       Income taxes                                        $  2,675    $  5,488
                                                           --------    --------
     Non-cash investing and financing activities:
       Net transfers of inventory to fixed assets
         for use as demonstration equipment                $  5,411    $  3,664
                                                           --------    --------


            See notes to condensed consolidated financial statements

                                        3
<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

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

Preparation of the Company's condensed consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts in the financial statements and accompanying notes. Actual
results could differ from those estimates. For further information, refer to the
consolidated financial statements and Notes included in the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 2004.

STOCK-BASED COMPENSATION

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

As required by Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation," as amended, the fair value of option
grants is estimated on the date of grant using an option-pricing model. The
following table illustrates the effect on net earnings and earnings per share if
we had applied the fair value recognition provisions of SFAS No. 123 to our
stock-based compensation. These pro forma amounts may not be representative of
the effects on net earnings in future years since options generally vest over
several years and additional awards may be made each year.

<TABLE>
<CAPTION>

                                                                 Six Months Ended            Three Months Ended
                                                                   December 31,                  December 31,
                                                               --------------------        -----------------------
                                                                2004          2003          2004           2003
                                                               ------        ------        ------        ---------
<S>                                                            <C>           <C>           <C>           <C>
Net earnings - as reported                                     $8,438        $9,819        $3,718        $   5,619
Add: Total stock-based employee compensation expense
included in determination of net income as reported                --            --            --               --

Deduct: Total stock-based employee compensation
expense determined under fair value based method for
all awards, net of related tax effects                         (1,654)       (1,646)         (764)            (797)
                                                               ------        ------        ------        ---------
Net earnings - pro forma                                       $6,784        $8,173        $2,954        $   4,822
                                                               ======        ======        ======        =========
Earnings per share:
        Basic - as reported                                    $ 0.57        $ 0.66        $ 0.25        $    0.38
                                                               ======        ======        ======        =========
        Basic - pro forma                                      $ 0.46        $ 0.55        $ 0.20        $    0.33
                                                               ======        ======        ======        =========
        Diluted - as reported                                  $ 0.55        $ 0.65        $ 0.24        $    0.37
                                                               ======        ======        ======        =========
        Diluted - pro forma                                    $ 0.45        $ 0.54        $ 0.19        $    0.32
                                                               ======        ======        ======        =========

</TABLE>

                                        4


<PAGE>

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

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK-BASED COMPENSATION (CONTINUED)

For purposes of the pro forma disclosures, the weighted average fair values of
options granted for the three months ended December 31, 2004 and 2003 were
$13.34 and $12.35, and for the six months ended December 31, 2004 and 2003 were
$13.03 and $11.72, respectively.

The fair values of options granted were determined using the Black-Scholes
option-pricing model with the following assumptions:

                                              Three and Six Months Ended
                                                     December 31,
                                         -----------------------------------
                                            2004                      2003
                                         ---------                 ---------
          Dividend yield                     0.72%                     0.59%
          Volatility                           31%                       33%
          Risk-free interest rate            3.51%                     3.40%
          Expected life                  5.2 Years                 5.2 Years

RECENT ACCOUNTING PRONOUNCEMENTS

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

In December 2004, the FASB issued Statement No. 123 (revised 2004) "Share-Based
Payment," (Statement 123R) that will require compensation costs related to
share-based payment transactions to be recognized in the financial statements.
With limited exceptions, the amount of compensation cost will be measured based
on the grant-date fair value of the equity or liability instruments issued.
Compensation cost will be recognized over the period that an employee provides
services in exchange for the award. Statement 123R replaces FASB Statement No.
123, Accounting for Stock-Based Compensation and supersedes APB Opinion No. 25
Accounting for Stock Issued to Employees. Statement 123R applies to all awards
granted after the required effective date and to awards modified, repurchased,
or cancelled after that date. The cumulative effect of initially applying this
Statement, if any, is recognized as of the required effective date.

Companies that used the fair-value based method for either recognition or
disclosure under Statement 123 will apply this revised Statement using a
modified version of prospective application. Under this transition method, for
the portion of outstanding awards for which the requisite service has not yet
been rendered, compensation cost is recognized on or after the required
effective date based on the grant-date fair value of those awards calculated
under Statement 123 for either recognition or pro forma disclosures. Statement
123R is effective for the Company in fiscal 2006. The adoption of Statement 123R
is expected to have a material impact on our consolidated financial statements
as disclosed in Note 1, Summary of Significant Accounting Policies - Stock-Based
Compensation.


                                        5

<PAGE>


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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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

2. INVENTORIES, NET

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

                                            -------                   --------
                                            Dec 31,                   June 30,
                                             2004                      2004
                                            -------                   -------
               Materials                    $22,732                   $21,480
               Work in Process               11,438                    10,650
               Finished Goods                25,160                    20,728
                                            --------                  -------
                                            $59,330                   $52,858
                                            ========                  =======

3.  STOCKHOLDERS' EQUITY

Changes in the components of stockholders' equity for the six months ended
December 31, 2004 were as follows:

               Net earnings                                            $8,438
               Foreign currency translation adjustments                 2,815
               Common stock and additional paid-in
                     capital effects of stock option activity           5,580
               Cash dividends declared on common stock                (31,691)
               Purchases under stock repurchase plans                  (6,845)
               Unrealized gain on available-for-sale securities           390
                                                                     ---------
               Total decrease in stockholders' equity                ($21,313)
                                                                     =========


                                        6

<PAGE>


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


4. EARNINGS PER SHARE

The computation of basic and diluted earnings per share for the three and six
months ended December 31, 2004 and 2003 is shown below.

<TABLE>
<CAPTION>

                                                             Six Months Ended                 Three Months Ended
                                                      ------------------------------    -----------------------------
                                                        12/31/04          12/31/03        12/31/04         12/31/03
                                                      ------------     -------------    -------------    ------------
<S>                                                      <C>              <C>              <C>              <C>
Net earnings                                             $ 8,438          $ 9,819          $ 3,718          $ 5,619
                                                         =======          =======          =======          =======
Weighted average shares outstanding
for basic earnings per share                              14,793           14,775           14,794           14,780
Effect of dilutive employee stock options                    441              307              462              372
                                                         -------          -------          -------          -------
Weighted average shares outstanding
for diluted earnings per share                            15,234           15,082           15,256           15,152
                                                         =======          =======          =======          =======
Basic earnings per share                                 $  0.57          $  0.66          $  0.25          $  0.38
                                                         =======          =======          =======          =======
Diluted earnings per share                               $  0.55          $  0.65          $  0.24          $  0.37
                                                         =======          =======          =======          =======
</TABLE>

Common shares related to options outstanding under the Company's stock option
plans amounting to 328 and 889 shares for the six months ended December 31, 2004
and 2003, respectively, and 275 and 716 shares for the three months ended
December 31, 2004 and 2003, respectively, were excluded from the computation of
diluted earnings per share, as the effect would have been antidilutive.

5.  COMPREHENSIVE INCOME

Our comprehensive income for the three and six months ended December 31, 2004
and 2003 is shown below.

<TABLE>
<CAPTION>
                                                                    Six Months Ended              Three Months Ended
                                                             -----------------------------   -----------------------------
                                                               12/31/04        12/31/03        12/31/04         12/31/03
                                                             -------------   -------------   -------------    ------------
<S>                                                             <C>             <C>             <C>              <C>
       Net earnings                                             $ 8,438         $ 9,819         $ 3,718          $ 5,619
       Foreign currency translation gain                          2,815           2,084           2,408            1,775
       Unrealized gain (loss) on available-for-sale
          securities                                                390               -            (212)               -
                                                                -------         -------         -------          -------
       Total comprehensive income                               $11,643         $11,903         $ 5,914          $ 7,394
                                                                =======         =======         =======          =======

</TABLE>


                                        7

<PAGE>


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

6. SEGMENT INFORMATION

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

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

The Interventional Products / Vascular Grafts segment includes vascular closure
devices, which are used to seal arterial puncture wounds after catheterization
procedures, interventional radiology products used in dialysis access and a
proprietary line of knitted and woven polyester vascular grafts and patches for
reconstructive vascular and cardiovascular surgery.

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

<TABLE>
<CAPTION>

                                                      Cardiac        Interventional
                                                     Assist /          Products /         Corporate
                                                    Monitoring          Vascular             and
                                                     Products            Grafts            Other (a)         Consolidated
                                                    ----------       --------------       -----------        ------------
<S>                                                  <C>               <C>                <C>                <C>
------------------------------------
Six months ended December 31, 2004
------------------------------------
Net sales to external customers                      $131,679          $ 30,626           $    695           $163,000
                                                     --------          --------           --------           --------
Operating earnings (loss)                            $ 15,924          ($ 4,651)          $    177           $ 11,450
                                                     --------          --------           --------           --------

------------------------------------
Six months ended December 31, 2003
------------------------------------
Net sales to external customers                      $130,700          $ 32,590           $    610           $163,900
                                                     --------          --------           --------           --------
Operating earnings (loss)                            $ 17,119          ($ 2,031)          ($ 1,545)          $ 13,543
                                                     --------          --------           --------           --------
------------------------------------
Three months ended December 31, 2004
------------------------------------
Net sales to external customers                      $ 67,091          $ 15,245           $    364           $ 82,700
                                                     --------          --------           --------           --------
Operating earnings (loss)                            $  7,221          ($ 2,866)          $    812           $  5,167
                                                     --------          --------           --------           --------
------------------------------------
Three months ended December 31, 2003
------------------------------------
Net sales to external customers                      $ 70,944          $ 15,541           $    315           $ 86,800
                                                     --------          --------           --------           --------
Operating earnings (loss)                            $ 10,716          ($ 2,059)          ($   998)          $  7,659
                                                     --------          --------           --------           --------

<CAPTION>

--------------------------------------------        -----------------------------        ------------------------------
Reconciliation to consolidated earnings                    Six Months Ended                     Three Months Ended
    before income taxes :                           12/31/2004         12/31/2003        12/31/2004          12/31/2003
--------------------------------------------        ----------         ----------        ----------          ----------
<S>                                                  <C>                <C>               <C>                <C>
Consolidated operating earnings                      $ 11,450           $ 13,543          $  5,167           $  7,659
Interest income, net                                      886                844               361                458
Other (expense) income                                   (281)                52              (313)               146
                                                     --------           --------          --------           --------
Consolidated earnings before taxes                   $ 12,055           $ 14,439          $  5,215           $  8,263
                                                     ========           ========          ========           ========

</TABLE>

(a)  Net sales of life science products by Genisphere are included within
     Corporate and Other. Assets within Corporate and Other were $68.5 million
     at December 31, 2004 versus $87.4 million at June 30, 2004, with the
     decrease primarily due to investments sold to fund the special dividend
     paid on October 8, 2004. Segment SG&A expenses include fixed corporate G&A
     charges.

                                        8


<PAGE>

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

7. RETIREMENT BENEFIT PLANS

DEFINED BENEFIT PLANS - U.S. AND INTERNATIONAL

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

SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS (SERPS)

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

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

<TABLE>
<CAPTION>

                                                                   Six Months Ended December 31,
                                                  -------------------------------------------------------------
                                                    2004             2003              2004               2003
                                                  -------           ------            -------           -------
                                                   U.S. and International                       SERPs
                                                  -------------------------           -------------------------
<S>                                               <C>               <C>               <C>               <C>
Service Cost                                      $ 1,437           $ 1,339           $   189           $   186
Interest Cost                                       1,721             1,414               417               353
Expected return on assets                          (1,385)           (1,433)               --                --
Amortization of:
   net loss (gain)                                    108               225               (61)                7
   unrecognized prior service cost                      5                 5                12                11
   remaining unrecognized net obligation               --                21                --                --
                                                  -------           -------           -------           -------
      Net pension expense                         $ 1,886           $ 1,571           $   557           $   557
                                                  =======           =======           =======           =======
Employer contributions                            $ 2,111           $    94
                                                  =======           =======

<CAPTION>

                                                                   Three Months Ended December 31,
                                                  ---------------------------------------------------------
                                                   2004            2003              2004             2003
                                                  ------          ------            ------           ------
                                                  U.S. and International                   SERPs
                                                  ----------------------            ----------------------
<S>                                               <C>              <C>              <C>              <C>
Service Cost                                      $ 717            $ 669            $  74            $  93
Interest Cost                                       860              707              163              177
Expected return on assets                          (692)            (716)              --               --
Amortization of:
   net loss (gain)                                   54              112              (24)               3
   unrecognized prior service cost                    3                3                4                6
   remaining unrecognized net obligation             --               10               --               --
                                                  -----            -----            -----            -----
      Net pension expense                         $ 942            $ 785            $ 217            $ 279
                                                  =====            =====            =====            =====
Employer contributions                            $   0            $  50
                                                  =====            =====
</TABLE>

8.  ACQUIRED INTANGIBLE ASSETS

The following is a summary of our intangible assets.

                                                         Dec 31,       June 30,
                                                          2004          2004
                                                         -------       -------
      Purchased technology and licenses, gross           $22,163       $19,889
      Accumulated amortization                              (389)         (206)
                                                         -------       -------
      Purchased technology and licenses, net             $21,774       $19,683
                                                         =======       =======

The balances in purchased technology and licenses primarily represent the
acquisition of assets and technology from X-Site Medical, LLC related to a
suture-based vascular closure device, the ProLumen thrombectomy device purchased
from Rex Medical, LP and a license for the right to manufacture and distribute
the Anestar anesthesia delivery systems. Amortization expense for the six months
ended December 31, 2004 and 2003 was $183 thousand and $23 thousand,
respectively.


                                        9

<PAGE>


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

8. ACQUIRED INTANGIBLE ASSETS (CONTINUED)

At December 31, 2004, estimated future amortization expense of intangible assets
subject to amortization is as follows: $0.5 million for the remaining six months
of fiscal 2005, and $1.4 million, $1.5 million, $1.6 million and $1.9 million
for fiscal years 2006, 2007, 2008 and 2009, respectively.

Goodwill

Goodwill as of December 31, 2004 and 2003 was $4.1 million. There was no
acquired goodwill and no change in the carrying value of existing goodwill
during the six months ended December 31, 2004. Of the $4.1 million in goodwill,
$1.8 million is in the Interventional Products / Vascular Grafts segment and
$2.3 million is in Corporate and Other.

9. SHORT-TERM DEBT

During the second quarter of fiscal 2005, we borrowed $10 million from our
existing credit facility to help pay the special and regular dividends on
October 8, 2004. The borrowing was done because the majority of our marketable
securities are earning interest at rates greater than our short-term borrowing
rate. The balance at December 31, 2004 of $10 million matures in installments of
$3 million in January 2005, $4 million in April 2005 and $3 million in July
2005. $2 million of the January installment was repaid with the remaining $1
million rolled over until March 2005. The weighted average annual interest rate
of our short-term debt was 2.36% at December 31, 2004. We had no borrowings
under our lines of credit as of December 31, 2003.

10. COMMITMENTS AND CONTINGENCIES

LITIGATION

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

The Shaev litigation is described in our annual report on Form 10-K for the
fiscal year ended June 30, 2004. The parties have settled the matter and have
submitted the settlement to the Court for its approval. The court's decision is
expected on March 7, 2005. Under the proposed settlement, the Company's
liability is covered by insurance.

On January 20, 2005, Rex Medical LP filed a complaint against Datascope in the
United States District Court for the District of Delaware seeking monetary
damages, declaratory relief and other relief for alleged breaches related to
three technology transfer agreements. The Company will file an answer denying
the allegations of the complaint and seek, by way of a counterclaim, monetary
damages and other appropriate relief. The Company believes it has meritorious
defenses to the allegations of the Complaint and a meritorious counterclaim,
both of which the Company intends to vigorously pursue.

CREDIT ARRANGEMENTS

The credit lines disclosed in our annual report on Form 10-K for the fiscal year
ended June 30, 2004 that were scheduled to expire in October and November 2004
were renewed. At December 31, 2004, we had available lines of credit totaling
$89.5 million, with interest payable at each lender's prime rate. Of the total
available, $25 million expires in March 2005, $25 million expires in October
2005, and $14 million expires in November 2005. These lines are renewable
annually at the option of the banks, and we plan to renew them. We also have
$25.5 million in credit lines with no expiration date.

OTHER CONTINGENCIES

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

11. SPECIAL DIVIDEND AND INCREASE IN REGULAR DIVIDEND

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

                                       10


<PAGE>


                        DATASCOPE CORP. AND SUBSIDIARIES


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

BUSINESS OVERVIEW

     Datascope Corp. is a diversified medical device company that develops,
     manufactures and markets proprietary products for clinical health care
     markets in interventional cardiology and radiology, cardiovascular and
     vascular surgery, anesthesiology, emergency medicine and critical care. We
     have four product lines that are aggregated into two reportable segments,
     Cardiac Assist / Monitoring Products and Interventional Products / Vascular
     Grafts. Our products are sold principally by direct sales representatives
     in the United States and a combination of direct sales representatives and
     independent distributors in international markets. Our largest geographic
     markets are the United States, Europe and Japan.

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

     Our sales growth depends upon the successful development and marketing of
     new products. We have continued to increase our investment in research and
     development (R&D). In the second quarter and first six months of fiscal
     2005, we increased R&D spending 9% and 14% compared to the corresponding
     periods last year. We expect to continue to increase R&D spending in the
     second half of fiscal 2005 as compared to 2004. We also plan to increase
     sales through selective acquisitions of products and technologies from
     other companies. During the past two years we have made investments in new
     technologies, including the ProLumen(TM) thrombectomy device and the
     X-Site(R) vascular closure device. We have improved our operating margins
     through the sale of newer higher priced products, increasing the efficiency
     of our manufacturing operations and cost containment programs.

     Datascope's financial position continued strong at the end of December
     2004. Cash and short-and long-term marketable investments were $58.5
     million compared to $69.4 million at June 30, 2004. In October 2004, the
     Company paid a special dividend of $2.00 per share and increased the
     regular quarterly dividend to 7 cents per share from 5 cents per share.
     Both dividends totaled $30.6 million.

RESULTS OF OPERATIONS

     NET SALES

     Net sales were $82.7 million in the second quarter and $163.0 million in
     the first six months of fiscal 2005, compared to $86.8 million and $163.9
     million for the corresponding periods last year. Sales in the second
     quarter and first six months of fiscal 2005 were below last year because
     validation of a new software release for the new Panorama(TM) central
     monitoring system was not completed in time to allow revenue recognition of
     $6.1 million in Panorama shipments. The Panorama sales of $6.1 million not
     recognized in the second quarter are expected to benefit the third quarter.



                                       11
<PAGE>

     Sales of the Cardiac Assist / Monitoring Products segment were $67.1
     million in the second quarter of fiscal 2005 compared to $70.9 million and
     $131.7 million in the first six months of fiscal 2005 compared to $130.7
     million last year.

         Sales of patient monitoring products of $32.9 million were 15% below
         last year primarily as a result of the Panorama shipments not
         recognizable in the second quarter and comparison to a very strong
         second quarter last year. Higher shipments of the new Trio(TM) monitor,
         Accutorr(R) non-invasive blood pressure monitors and favorable foreign
         exchange of $0.6 million favorably impacted sales. Sales of patient
         monitoring products in the first six months of fiscal 2005 were $64.9
         million compared to $69.9 million last year, with the decrease due to
         the same reasons discussed above.

         Sales of cardiac assist products increased 6% to $34.2 million
         primarily as a result of continued strong worldwide market acceptance
         of the Company's CS100(TM) balloon pump, an innovative, fully automated
         counterpulsation pump. Favorable foreign exchange of $0.6 million also
         increased cardiac assist sales in the second quarter. In the first six
         months of fiscal 2005, sales of Cardiac Assist products were $66.7
         million compared to $60.8 million last year, with the increase due to
         the same reasons discussed above.

     Sales of the Interventional Products / Vascular Grafts segment were $15.2
     million compared to $15.5 million in the second quarter and $30.6 million
     in the first six months of fiscal 2005 compared to $32.6 million last year.

         Sales of Interventional Products were $7.2 million compared to $8.4
         million last year as sales of vascular closure devices continued to
         decline partially offset by continued higher sales of new products
         introduced last year, Safeguard(TM) and ProLumen. We expect to reverse
         the decline in sales of vascular closure devices with new products such
         as X-Site, an innovative suture-based device, planned for market
         introduction in the second half of fiscal 2005, and On-Site(TM) a new,
         innovative collagen-based closure device, planned for market
         introduction during the summer of 2005. In the first six months of
         fiscal 2005, sales of Interventional Products were $15.0 million
         compared to $18.6 million last year, with the decrease due to the
         continued reduction in sales of vascular closure devices.

         Sales of InterVascular Inc.'s products were $8.0 million, 12% above
         last year, reflecting increased demand by international distributors,
         shipments to a new OEM distributor and favorable foreign exchange of
         $0.3 million. In the first six months of fiscal 2005, sales of
         InterVascular products were $15.6 million compared to $14.0 million
         last year, due to the same reasons discussed above. We continue to work
         to obtain FDA clearance to market InterGard(R) Silver grafts in the
         U.S.

     Sales of Genisphere products were $0.4 million and $0.7 million in the
     second quarter and first six months of fiscal 2005, respectively, compared
     to $0.3 million and $0.6 million for the corresponding periods last year.
     Genisphere continued to pursue its marketing strategy to target major
     academic institutions and the research and development department of
     pharmaceutical and biotechnology companies.


                                       12
<PAGE>

     GROSS PROFIT (NET SALES LESS COST OF SALES)

         The gross profit percentage was 59.5% for the second quarter and 59.9%
         for the first six months of fiscal 2005 compared to 58.3% and 58.5% for
         the corresponding periods last year. The increase in the gross margin
         percentage in the fiscal 2005 periods was primarily due to an improved
         gross margin percentage in the Cardiac Assist / Monitoring Products
         segment, as a result of sales of new products including the Fidelity
         balloon catheter, the CS100 balloon pump, Spectrum(TM) and Trio
         monitors and the Panorama central monitoring system, a Datascope
         developed product that has a higher gross margin than the previous
         system that was purchased from an OEM supplier. The Panorama sales
         that favorably impacted the gross margin in the 2005 periods did not
         include the systems with the new software release. Also contributing
         to the improved gross margin percentage were cost reduction programs
         in the Cardiac Assist / Monitoring Products segment.

     RESEARCH AND DEVELOPMENT (R&D)

         We continue to increase our investment in new product development and
         improvements of existing products. R&D also reflects expenses for
         regulatory compliance and clinical evaluations. R&D expenses increased
         9% to $8.7 million in the second quarter of fiscal 2005, equivalent to
         10.6% of sales compared to $8.0 million or 9.3% of sales in the second
         quarter last year. R&D expenses increased 14% to $17.4 million in the
         first six months of fiscal 2005, equivalent to 10.7% of sales compared
         to $15.3 million, or 9.3% of sales for the same period last year. In
         the fiscal 2005 periods, the relationship of R&D to sales was affected
         by the Panorama shipments not recognizable in the second quarter.

         R&D expenses for the Cardiac Assist / Monitoring Products segment were
         $4.6 million in the second quarter and $9.6 million in the first six
         months of 2005 compared to $5.1 million and $9.7 million in the
         corresponding periods last year. The decrease in R&D expenses in the
         second quarter was primarily attributable to capitalization of software
         costs for a new product in Cardiac Assist that reached technological
         feasibility during the second quarter of fiscal 2005.

         R&D expenses for the Interventional Products / Vascular Grafts segment
         were $3.6 million in the second quarter and $6.5 million in the first
         six months of fiscal 2005, compared to $2.3 million and $4.4 million in
         the corresponding periods last year, with the increases related to new
         product development projects and higher clinical and regulatory costs.

         The balance of consolidated R&D is in Corporate and Other and amounted
         to $0.5 million in the second quarter and $1.3 million in the first six
         months of fiscal 2005 compared to $0.7 million and $1.2 million in the
         corresponding periods last year.

         SELLING, GENERAL & ADMINISTRATIVE EXPENSES (SG&A)

         SG&A expenses increased 1% to $35.3 million in the second quarter of
         fiscal 2005 or 42.7% of sales compared to $34.9 million or 40.2% of
         sales last year. In the first six months of fiscal 2005, SG&A expenses
         increased 3% to $68.8 million, or 42.2% of sales, compared to $67.0
         million, or 40.9% of sales for the same period last year. In the fiscal
         2005 periods, the relationship of SG&A to sales was affected by the
         Panorama shipments not recognizable in the second quarter.


                                       13
<PAGE>

         SG&A expenses for the Cardiac Assist / Monitoring Products segment
         increased $3.0 million or 13% to $26.2 million in the second quarter of
         fiscal 2005 and $4.8 million or 11% to $49.0 million in the first six
         months of fiscal 2005, with the increases primarily attributable to
         higher selling and clinical expenses as a result of additions and
         filling open positions and unfavorable foreign exchange translation
         ($0.6 million).

         SG&A expenses for the Interventional Products / Vascular Grafts segment
         decreased 9% to $10.4 million in the second quarter of fiscal 2005 and
         6% to $21.1 million in the first six months of fiscal 2005, due to
         reductions in the U.S. sales organizations, partially offset by
         unfavorable foreign exchange translation ($0.3 million).

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

     OTHER INCOME AND EXPENSE

         Interest income of $0.4 million in the second quarter declined slightly
         compared to $0.5 million in the same period last year, as an increase
         in the average yield to 3.5% from 2.6% was offset by a lower average
         portfolio balance ($55.8 million vs. $65.8 million). The decrease in
         the average portfolio was primarily attributable to selling short-term
         investments at the beginning of the second quarter to fund the payment
         of the special and regular dividends paid on October 8, 2004 ($30.6
         million). Interest income was $1.0 million in the first six months of
         fiscal 2005 compared to $0.9 million in the same period last year, with
         the increase attributable to an increase in the average yield to 3.4%
         from 2.6%, partially offset by a lower average portfolio balance ($59.9
         million vs. $63.5 million).

         Other expense increased $0.5 million and $0.3 million for the second
         quarter and first six months of fiscal 2005, respectively, compared to
         the corresponding periods last year, primarily due to the benefit last
         year from higher foreign exchange gains.

     INCOME TAXES

         In the second quarter and first six months of fiscal 2005, the
         consolidated effective tax rate was 28.7% and 30.0% compared to 31.0%
         in the second quarter and first six months last year. The lower tax
         rate in the fiscal 2005 periods was primarily attributable to a greater
         benefit for the Federal Research Credit.

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

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


                                       14
<PAGE>

         At this time, we are reviewing the preliminary guidance and tax treaty
         provisions to determine the net impact of any dividend repatriation. We
         are currently unable to determine the ultimate tax rate impact of the
         temporary dividends-received deduction, pending the completion of our
         review of the above provisions, and the issuance of further clarifying
         regulatory guidance from the Internal Revenue Service. It is
         anticipated that this evaluation will be completed by the end of our
         current fiscal year.

     NET EARNINGS

         Net earnings were $3.7 million or $0.24 per diluted share in the second
         quarter of fiscal 2005 compared to $5.6 million or $0.37 per diluted
         share last year. Net earnings were $8.4 million or $0.55 per diluted
         share in the first six months of fiscal 2005 compared to $9.8 million
         or $0.65 per diluted share for the same period last year. Earnings in
         the second quarter and first six months of fiscal 2005 were below last
         year primarily because validation of a new software release for the new
         Panorama central monitoring system was not completed in time to allow
         revenue recognition of $6.1 million in Panorama shipments. The Panorama
         sales of $6.1 million and related net earnings of 17 cents per share
         not recognized in the second quarter are expected to benefit the third
         quarter. Earnings were also impacted by increased R&D and SG&A
         expenses, as discussed above, partially offset by an improved gross
         margin percentage in the Cardiac Assist / Monitoring Products segment.

     LIQUIDITY AND CAPITAL RESOURCES

         Working capital was $97.5 million at December 31, 2004 compared to
         $119.9 million at June 30, 2004. The current ratio was 2.5:1 compared
         to 3.3:1. The decrease in working capital and the current ratio was
         primarily due to an increase in current liabilities, attributable to
         short-term borrowings of $10.0 million, and a reduction of $8.0 million
         in cash and short-term investments primarily related to funding the
         special dividend and regular dividend paid in October 2004 of $30.6
         million.

         In the first six months of fiscal 2005, cash provided by operations was
         $22.3 million compared to $19.5 million last year, with the increase
         due to income tax refunds, lower accounts receivable and higher accrued
         expenses, partially offset by higher inventory related to the Panorama.

         Net cash provided by investing activities was $2.8 million, primarily
         attributable to sales of investments of $18.9 million and maturities of
         investments of $14.4 million, offset by $21.5 million for purchases of
         investments, $2.8 million for capitalized software, the purchase of
         $4.0 million of property, plant and equipment and $2.3 million for
         purchased technology and licenses. Net cash used in financing
         activities was $23.3 million, due to $31.4 million dividends paid and
         stock repurchases of $6.8 million, offset by short-term debt of $10.0
         million and stock option activity of $4.9 million.

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

         To assist with the payment of the special and regular dividends
         totaling $30.6 million, we borrowed $10 million for periods up to nine
         months with interest rates averaging 2.36%. The borrowing was executed
         against our existing credit lines since the current lending rates were
         lower than the earnings rate on the majority of our marketable
         securities. On January 7, 2005, we repaid $2.0 million of the
         borrowing, and expect to repay the remainder of the borrowing as funds
         are generated from operations.


                                       15
<PAGE>

         The credit lines disclosed in our Form 10-K for the fiscal year ended
         June 30, 2004 that were scheduled to expire in October and November
         2004 were renewed. At December 31, 2004, we had available lines of
         credit totaling $89.5 million, with interest payable at each lender's
         prime rate. Of the total available, $25 million expires in March 2005,
         $25 million expires in October 2005, and $14 million expires in
         November 2005. These lines are renewable annually at the option of the
         banks, and we plan to renew them. We also have $25.5 million in lines
         of credit with no expiration date.

         On May 16, 2001, the Board of Directors authorized $40 million to buy
         shares of our common stock from time to time, subject to market
         conditions and other relevant factors affecting the Company. We
         purchased about 176 thousand of our common shares for approximately
         $6.8 million during the first six months of fiscal 2005. To date we
         have repurchased approximately 880 thousand shares at a cost of $34.0
         million. The remaining balance under the existing share repurchase
         program is $6.0 million.

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

     INFORMATION CONCERNING FORWARD LOOKING STATEMENTS

         This Management's Discussion and Analysis of Financial Condition and
         Results of Operations contains forward-looking statements that involve
         risks and uncertainties that could cause actual results to differ
         materially from those projected in the forward-looking statements as a
         result of many important factors. Many of these important factors
         cannot be predicted or quantified and are outside our control,
         including the risk that Panorama sales not recognized in the second
         quarter will not fully benefit the third quarter, new product
         introductions planned for both the dialysis market and vascular closure
         market will not reverse the decline in the Interventional Products
         division, market conditions may change, particularly as the result of
         competitive activity in the markets served by the Company, the
         Company's dependence on certain unaffiliated suppliers (including
         single source manufacturers) for Patient Monitoring, Cardiac Assist and
         Interventional 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.

     RECENT ACCOUNTING PRONOUNCEMENTS

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


                                       16
<PAGE>

         In December 2004, the FASB issued Statement No. 123 (revised 2004)
         "Share-Based Payment," (Statement 123R) that will require compensation
         costs related to share-based payment transactions to be recognized in
         the financial statements. With limited exceptions, the amount of
         compensation cost will be measured based on the grant-date fair value
         of the equity or liability instruments issued. Compensation cost will
         be recognized over the period that an employee provides services in
         exchange for the award. Statement 123R replaces FASB Statement No. 123,
         Accounting for Stock-Based Compensation and supersedes APB Opinion No.
         25 Accounting for Stock Issued to Employees. Statement 123R applies to
         all awards granted after the required effective date and to awards
         modified, repurchased, or cancelled after that date. The cumulative
         effect of initially applying this Statement, if any, is recognized as
         of the required effective date.

         Companies that used the fair-value based method for either recognition
         or disclosure under Statement 123 will apply this revised Statement
         using a modified version of prospective application. Under this
         transition method, for the portion of outstanding awards for which the
         requisite service has not yet been rendered, compensation cost is
         recognized on or after the required effective date based on the
         grant-date fair value of those awards calculated under Statement 123
         for either recognition or pro forma disclosures. Statement 123R is
         effective for the Company in fiscal 2006. The adoption of Statement
         123R is expected to have a material impact on our consolidated
         financial statements as disclosed in Note 1, Summary of Significant
         Accounting Policies - Stock-Based Compensation.

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



                                       17
<PAGE>


Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Due to the global nature of our operations, we are subject to the exposures
     that arise from foreign exchange rate fluctuations. Our objective in
     managing our exposure to foreign currency fluctuations is to minimize net
     earnings volatility associated with foreign exchange rate changes. We enter
     into foreign currency forward exchange contracts to hedge foreign currency
     transactions which are primarily related to certain intercompany
     receivables denominated in foreign currencies. Our hedging activities do
     not subject us to exchange rate risk because gains and losses on these
     contracts offset losses and gains on the intercompany receivables hedged.
     The net gains or losses on these foreign currency forward exchange
     contracts are included within Other, net, in our condensed consolidated
     statements of earnings. We do not use derivative financial instruments for
     trading purposes.

     None of our foreign currency forward exchange contracts are designated as
     economic hedges of our net investment in foreign subsidiaries. As a result,
     no foreign currency transaction gains or losses were recorded in
     accumulated other comprehensive loss for the three and six month periods
     ended December 31, 2004 and 2003.

     As of December 31, 2004, we had a notional amount of $12.1 million of
     foreign exchange forward contracts outstanding, which were in Euros and
     British pounds. The foreign exchange forward contracts generally have
     maturities that do not exceed 12 months and require us to exchange foreign
     currencies for United States dollars at maturity, at rates agreed to when
     the contract is signed.

Item 4. CONTROLS AND PROCEDURES

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

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

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



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<PAGE>


Part II: OTHER INFORMATION

Item 1. Legal Proceedings

     We are subject, in the ordinary course of our business, to product
     liability litigation. We believe we have meritorious defenses in all
     material pending lawsuits. We also believe that we maintain adequate
     insurance against any potential liability. We receive comments and
     recommendations with respect to our products from the staff of the FDA and
     from other agencies on an on-going basis. We may or may not agree with
     these comments and recommendations. However, we are not a party to any
     formal regulatory administrative proceedings.

     The Shaev litigation is described in our annual report on Form 10-K for the
     fiscal year ended June 30, 2004. The parties have settled the matter and
     have submitted the settlement to the Court for its approval. The court's
     decision is expected on March 7, 2005. Under the proposed settlement, the
     Company's liability is covered by insurance.

     The Gugnani litigation is described in our annual report on Form 10-K for
     the fiscal year ended June 30, 2004. The Company filed a motion to dismiss
     on October 19, 2004 in lieu of filing an answer denying the allegations of
     the complaint. This motion was granted and the matter was dismissed with
     prejudice on January 13, 2005.

     On January 20, 2005, Rex Medical LP filed a complaint against Datascope in
     the United States District Court for the District of Delaware seeking
     monetary damages, declaratory relief and other relief for alleged breaches
     related to three technology transfer agreements. The Company will file an
     answer denying the allegations of the complaint and seek, by way of a
     counterclaim, monetary damages and other appropriate relief. The Company
     believes it has meritorious defenses to the allegations of the Complaint
     and a meritorious counterclaim, both of which the Company intends to
     vigorously pursue.

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

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

<TABLE>
<CAPTION>


                                                               Total Number of Shares       Total Value of Shares
                                                Average              Purchased            that May Yet Be Purchased
                            Total Number of       Price         as a Part of Publicly         Under the Programs
   Fiscal Period            Shares Purchased   Per Share         Announced Programs                ($ 000's)
-------------------         ----------------   ---------       -----------------------    -------------------------
<S>                                 <C>       <C>                       <C>                       <C>
10/01/04 - 10/31/04                 5,000     $    36.07                  5,000                   $ 10,557
11/01/04 - 11/30/04                73,036          39.13                 73,036                      7,700
12/01/04 - 12/31/04                41,960          41.03                 41,960                      5,978
                                  -------     ----------                -------                   ---------
Total Second Quarter              119,996     $    39.67                119,996                   $  5,978
                                  =======     ==========                =======                   =========
</TABLE>

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



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

     The annual meeting of shareholders of Datascope Corp. was held on December
     7, 2004 and the following matters were voted upon:


                                       19
<PAGE>

1.   To approve the election of William L. Asmundson and James J. Loughlin to
     serve as Class I members of the Datascope Corp. Board of Directors until
     the 2007 annual meeting of shareholders and until the election and
     qualification of their respective successors.


        W. Asmundson      For:  13,097,311       Withheld:    321,593
        J. Loughlin       For:  13,031,511       Withheld:    387,393


     Lawrence Saper, Alan Abramson, David Altschiller, Robert E. Klatell and
     Arno Nash continued to serve as members of the Datascope Corp. Board of
     Directors after the annual meeting.

2.   Proposal to approve an Amendment to the Datascope Corp. Amended and
     Restated 1995 Stock Option Plan

                          For:        10,574,162        Against:     1,242,051
                          Abstain:       457,438

Item 6. Exhibits and Reports on Form 8-K

     a.   Exhibits
            31.1    Certification of Principal Executive Officer Regarding Facts
                    and Circumstances Relating to Quarterly Reports
            31.2    Certification of Principal Financial Officer Regarding Facts
                    and Circumstances Relating to Quarterly Reports
            32.1    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     b.   Reports on Form 8-K. During the quarter for which this report on Form
          10-Q is filed, the Registrant filed a Form 8-K dated October 29, 2004,
          pertaining to the Earnings Release of Datascope Corp. dated October
          28, 2004.



                                       20
<PAGE>


     Form 10-Q


                                   SIGNATURES

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


                                 DATASCOPE CORP.
                                   Registrant


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



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



Dated: February 9, 2005



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