<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 2006.

                                                  REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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

<TABLE>
<CAPTION>
        <S>                               <C>                                                           <C>
                                                         14 PHILIPS PARKWAY
                DELAWARE                                 MONTVALE, NJ 07645                               13-2529596
        (State of Incorporation)        (Address of principal executive offices) (Zip Code)            (I.R.S. Employer
                                                                                                      Identification No.)
</TABLE>

                   DATASCOPE CORP. 2005 EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)

                                 Lawrence Saper
                Chairman of the Board and Chief Executive Officer
                                 Datascope Corp.
                               14 Philips Parkway
                               Montvale, NJ 07645
                                 (201) 391-8100
(Name, address, and telephone number, including area code, of agent for service)

                                 With a Copy to:
                               Gerald Adler, Esq.
                                   Dechert LLP
                              30 Rockefeller Plaza
                               New York, NY 10112
                                 (212) 698-3500

<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE
---------------------------- ------------------- --------------------- -------------------------- ----------------------
         Title Of                                      Proposed                Proposed
        Securities                 Amount              Maximum                  Maximum                 Amount Of
           To Be                   To Be               Offering                Aggregate              Registration
        Registered               Registered         Price Per Share          Offering Price                 Fee
                                    (1)                   (2)                     (2)
---------------------------- ------------------- --------------------- -------------------------- ----------------------
<S>                          <C>                 <C>                   <C>                        <C>
Common Stock of Datascope
Corp., par value $.01 per     1,200,000 shares          $34.70                $41,640,000               $4,455.48
share to be issued under
the Plan
---------------------------- ------------------- --------------------- -------------------------- ----------------------

</TABLE>

<PAGE>

(1)      Pursuant to Rule 416(a), this Registration Statement shall also cover
         any additional shares of Common Stock which become issuable under the
         Plan by reason of any stock dividend, stock split, recapitalization or
         other similar transaction effected without the receipt of consideration
         which results in an increase in the number of the outstanding shares of
         the Registrant.
(2)      The amounts are based upon the average of the high and low sale prices
         for shares of the Registrant's Common Stock as reported on the NASDAQ
         National Market on January 23, 2006, and are used solely for the
         purpose of calculating the registration fee in accordance with
         paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933.
================================================================================


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing information specified in Part I of Form S-8
will be sent or given to all employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of Datascope Corp. (the "Registrant") and the
Datascope Corp. 2005 Equity Incentive Plan (the "Plan"), filed or to be filed
with the Commission, are incorporated by reference in this Registration
Statement as of their respective dates:

         a. The Company's Annual Report on Form 10-K for the year ended June 30,
2005, filed September 13, 2005, which contains audited financial statements for
the Company's fiscal year ended June 30, 2005.

         b. All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since September 13, 2005.

         c. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission including
any amendments or reports filed for the purpose of updating such description.

         d. All reports and documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining to be sold.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The indemnification of officers and directors of the Registrant is
governed by Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL"), the Restated Certificate of Incorporation and the By-Laws of the
Registrant. Subsection (a) of DGCL Section 145 empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful.

         Subsection (b) of DGCL Section 145 empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

         DGCL Section 145 further provides that to the extent that a present or
former director or officer is successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith. In all cases in
which indemnification is permitted under subsections (a) and (b) of Section 145
(unless ordered by a court), it shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because the applicable standard of conduct has been met by the
party to be indemnified. Such determination must be made, with respect to a
person who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee
<PAGE>

of such directors designated by majority vote of such directors, even though
less than a quorum, or (3) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (4) by the
stockholders. The statute authorizes the corporation to pay expenses incurred by
an officer or director in advance of the final disposition of a proceeding upon
receipt of an undertaking by or on behalf of the person to whom the advance will
be made, to repay the advances if it shall ultimately be determined that he was
not entitled to indemnification. DGCL Section 145 also provides that
indemnification and advancement of expenses permitted thereunder are not to be
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors, or otherwise. DGCL Section 145 also
authorizes the corporation to purchase and maintain liability insurance on
behalf of its directors, officers, employees and agents regardless of whether
the corporation would have the statutory power to indemnify such persons against
the liabilities insured.

         The Restated Certificate of Incorporation of the Registrant (the
"Certificate") provides that no director of the Registrant shall be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for paying a dividend or approving a stock
repurchase in violation of Section 174 of the DGCL or (iv) for any transaction
from which the director derived an improper personal benefit.

         The Registrant's By-Laws provide that the Registrant shall indemnify an
officer or director for any costs incurred by such officer or director in
connection with a proceeding against such officer or director by reason of the
fact that he is or was an officer or director of the Registrant, unless such
indemnification is prohibited under applicable law. Pursuant to the By-Laws, the
Registrant may also be required to advance funds to an officer or director who
is entitled to indemnification upon receipt of an undertaking by or on behalf of
the officer or director to repay the amount if it is ultimately determined that
such person is not entitled to indemnification. The By-Laws further provide that
the Registrant may provide indemnification or the advancement of expenses to any
other person as permitted by applicable law. Such By-Law provisions are intended
to be broader than the statutory indemnification provided in the DGCL. However,
the extent to which such broader indemnification may be permissible under
Delaware law has not been established.

         In addition, the Registrant maintains directors' & officers' liability
policies.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


<PAGE>

ITEM 8.  EXHIBITS.

The following exhibits are filed herewith or incorporated by reference as part
of this Registration Statement.

Exhibit Number    Description
--------------    -----------

     4.1          The Registrant's Restated Certificate of Incorporation
                  defining the rights of holders of Common Stock (incorporated
                  by reference to Exhibit 3.1 to the Registrant's Registration
                  Statement on Form 8-B, filed with the Commission in January
                  1990).

     4.2          Bylaws of the Registrant (incorporated by reference to Exhibit
                  3.1 to the Report on Form 8-K filed with the Commission on
                  September 29, 2004).

     5.1          Opinion of Dechert LLP.

    23.1          Consent of Independent Registered Public Accounting Firm.

    23.2          Consent of Dechert LLP (contained in the opinion filed as
                  Exhibit 5.1 to this Registration Statement).

    24.1          Power of Attorney (included in the signature page to this
                  Registration Statement).


ITEM 9.  UNDERTAKINGS.

Undertakings required by Item 512(a) of Regulation S-K

         The undersigned Registrant hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a
         post-effective amendment to this Registration Statement:

         (i)      To include any prospectus required by Section 10(a)(3) of the
                  Securities Act;

         (ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of the Registration Statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the Registration Statement.
                  Notwithstanding the foregoing, any increase or decrease in
<PAGE>


                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement; and

         (iii)    To include any material information with respect to the plan
                  of distribution not previously disclosed in the Registration
                  Statement or any material change to such information in the
                  Registration Statement;

         Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

(2)      That, for the purpose of determining any liability under the Securities
         Act, each such post-effective amendment shall be deemed to be a new
         Registration Statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

(4)      That, for the purpose of determining liability of the Registrant under
         the Securities Act to any purchaser in the initial distribution of
         securities:

         The undersigned Registrant undertakes that in a primary offering of
securities of the undersigned Registrant pursuant to this Registration
Statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:

(i)      Any preliminary prospectus or prospectus of the undersigned Registrant
         relating to the offering required to be filed pursuant to Rule 424;

(ii)     Any free writing prospectus relating to the offering prepared by or on
         behalf of the undersigned Registrant or used or referred to by the
         undersigned Registrant;

(iii)    The portion of any other free writing prospectus relating to the
         offering containing material information about the undersigned
         Registrant or its securities provided by or on behalf of the
         undersigned Registrant; and

(iv)     Any other communication that is an offer in the offering made by the
         undersigned Registrant to the purchaser.
<PAGE>

Undertakings required by Item 512(b) of Regulation S-K

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Undertakings required by Item 512(h) of Regulation S-K

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Montvale, State of New Jersey, on this 30th day
of January 2006.

                                               DATASCOPE CORP.



                                               By: /s/ Scott D. Kantor
                                                   --------------------------
                                                   Scott D. Kantor
                                                   Vice President, Finance &
                                                   Administration and
                                                   Chief Financial Officer
                                                   (Principal Financial Officer)

<PAGE>

                                POWER OF ATTORNEY

         KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lawrence Saper and Scott D. Kantor, and
each of them, as such person's attorney-in-fact, with full power of substitution
and resubstitution, for him in any and all capacities, to sign any or all
amendments or post-effective amendments to this Registration Statement and to
file the same with the Securities and Exchange Commission, granting unto him
full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifying and
confirming all that such person, or his agent or substitutes, may do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities and on the date indicated.



/s/ Lawrence Saper                                          January 30, 2006
--------------------------                                  --------------------
Lawrence Saper               Chairman of the Board of       Date
                             Directors and Chief
                             Executive Officer (Principal
                             Executive Officer)

/s/ Scott D. Kantor                                         January 30, 2006
--------------------------                                  --------------------
Scott D. Kantor              Vice President, Finance and    Date
                             Administration, and Chief
                             Financial Officer (Principal
                             Financial Officer)

/s/ Fred Adelman                                            January 30, 2006
--------------------------                                  --------------------
Fred Adelman                 Vice President, Chief          Date
                             Accounting Officer and
                             Corporate Controller
                             (Principal Accounting
                             Officer)

/s/ Alan B. Abramson                                        January 30, 2006
--------------------------                                  --------------------
Alan B. Abramson             Director                       Date

/s/ David Altschiller                                       January 30, 2006
--------------------------                                  --------------------
David Altschiller            Director                       Date

/s/ Robert E. Klatell                                       January 30, 2006
--------------------------                                  --------------------
Robert E. Klatell            Director                       Date

/s/ James J. Loughlin                                       January 30, 2006
--------------------------                                  --------------------
James J. Loughlin            Director                       Date

/s/ William W. Wyman                                        January 30, 2006
--------------------------                                  --------------------
William W. Wyman             Director                       Date


<PAGE>

                                  EXHIBIT INDEX

Exhibit Number    Description
--------------    -----------

4.1               The Registrant's Restated Certificate of Incorporation
                  defining the rights of holders of Common Stock (incorporated
                  by reference to Exhibit 3.1 to the Registrant's Registration
                  Statement on Form 8-B, filed with the Commission in January
                  1990).

4.2               Bylaws of the Registrant (incorporated by reference to Exhibit
                  3.1 to the Report on Form 8-K filed with the Commission on
                  September 29, 2004).

5.1               Opinion of Dechert LLP.

23.1              Consent of Independent Registered Public Accounting Firm.

23.2              Consent of Dechert LLP (contained in the opinion filed as
                  Exhibit 5.1 to this Registration Statement).

24.1              Power of Attorney (included in the signature page to this
                  Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "b411344_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 25804}]
{"company-data": {"conformed-name": "DATASCOPE CORP", "cik": "0000027096", "assigned-sic": "3845", "irs-number": "132529596", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-131366", "film-number": "06561568"}, "business-address": {"street1": "14 PHILLIPS PKWY", "city": "MONTVALE", "state": "NJ", "zip": "07645-9998", "phone": "2013918100"}, "mail-address": {"street1": "14 PHILIPS PARKWAY", "city": "MONTVALE", "state": "NJ", "zip": "07645"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 2006.

                                                  REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 DATASCOPE CORP.
             (Exact name of Registrant as specified in its charter)
14 PHILIPS PARKWAY
                DELAWARE                                 MONTVALE, NJ 07645                               13-2529596
        (State of Incorporation)        (Address of principal executive offices) (Zip Code)            (I.R.S. Employer
                                                                                                      Identification No.)
DATASCOPE CORP. 2005 EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)

                                 Lawrence Saper
                Chairman of the Board and Chief Executive Officer
                                 Datascope Corp.
                               14 Philips Parkway
                               Montvale, NJ 07645
                                 (201) 391-8100
(Name, address, and telephone number, including area code, of agent for service)

                                 With a Copy to:
                               Gerald Adler, Esq.
                                   Dechert LLP
                              30 Rockefeller Plaza
                               New York, NY 10112
                                 (212) 698-3500
CALCULATION OF REGISTRATION FEE
---------------------------- ------------------- --------------------- -------------------------- ----------------------
         Title Of                                      Proposed                Proposed
        Securities                 Amount              Maximum                  Maximum                 Amount Of
           To Be                   To Be               Offering                Aggregate              Registration
        Registered               Registered         Price Per Share          Offering Price                 Fee
                                    (1)                   (2)                     (2)
---------------------------- ------------------- --------------------- -------------------------- ----------------------
Common Stock of Datascope
Corp., par value $.01 per     1,200,000 shares          $34.70                $41,640,000               $4,455.48
share to be issued under
the Plan
---------------------------- ------------------- --------------------- -------------------------- ----------------------
(1)      Pursuant to Rule 416(a), this Registration Statement shall also cover
         any additional shares of Common Stock which become issuable under the
         Plan by reason of any stock dividend, stock split, recapitalization or
         other similar transaction effected without the receipt of consideration
         which results in an increase in the number of the outstanding shares of
         the Registrant.
(2)      The amounts are based upon the average of the high and low sale prices
         for shares of the Registrant's Common Stock as reported on the NASDAQ
         National Market on January 23, 2006, and are used solely for the
         purpose of calculating the registration fee in accordance with
         paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933.
================================================================================

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing information specified in Part I of Form S-8
will be sent or given to all employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of Datascope Corp. (the "Registrant") and the
Datascope Corp. 2005 Equity Incentive Plan (the "Plan"), filed or to be filed
with the Commission, are incorporated by reference in this Registration
Statement as of their respective dates:

         a. The Company's Annual Report on Form 10-K for the year ended June 30,
2005, filed September 13, 2005, which contains audited financial statements for
the Company's fiscal year ended June 30, 2005.

         b. All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since September 13, 2005.

         c. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission including
any amendments or reports filed for the purpose of updating such description.

         d. All reports and documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining to be sold.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The indemnification of officers and directors of the Registrant is
governed by Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL"), the Restated Certificate of Incorporation and the By-Laws of the
Registrant. Subsection (a) of DGCL Section 145 empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful.

         Subsection (b) of DGCL Section 145 empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

         DGCL Section 145 further provides that to the extent that a present or
former director or officer is successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith. In all cases in
which indemnification is permitted under subsections (a) and (b) of Section 145
(unless ordered by a court), it shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because the applicable standard of conduct has been met by the
party to be indemnified. Such determination must be made, with respect to a
person who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee
of such directors designated by majority vote of such directors, even though
less than a quorum, or (3) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (4) by the
stockholders. The statute authorizes the corporation to pay expenses incurred by
an officer or director in advance of the final disposition of a proceeding upon
receipt of an undertaking by or on behalf of the person to whom the advance will
be made, to repay the advances if it shall ultimately be determined that he was
not entitled to indemnification. DGCL Section 145 also provides that
indemnification and advancement of expenses permitted thereunder are not to be
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors, or otherwise. DGCL Section 145 also
authorizes the corporation to purchase and maintain liability insurance on
behalf of its directors, officers, employees and agents regardless of whether
the corporation would have the statutory power to indemnify such persons against
the liabilities insured.

         The Restated Certificate of Incorporation of the Registrant (the
"Certificate") provides that no director of the Registrant shall be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for paying a dividend or approving a stock
repurchase in violation of Section 174 of the DGCL or (iv) for any transaction
from which the director derived an improper personal benefit.

         The Registrant's By-Laws provide that the Registrant shall indemnify an
officer or director for any costs incurred by such officer or director in
connection with a proceeding against such officer or director by reason of the
fact that he is or was an officer or director of the Registrant, unless such
indemnification is prohibited under applicable law. Pursuant to the By-Laws, the
Registrant may also be required to advance funds to an officer or director who
is entitled to indemnification upon receipt of an undertaking by or on behalf of
the officer or director to repay the amount if it is ultimately determined that
such person is not entitled to indemnification. The By-Laws further provide that
the Registrant may provide indemnification or the advancement of expenses to any
other person as permitted by applicable law. Such By-Law provisions are intended
to be broader than the statutory indemnification provided in the DGCL. However,
the extent to which such broader indemnification may be permissible under
Delaware law has not been established.

         In addition, the Registrant maintains directors' & officers' liability
policies.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
ITEM 8.  EXHIBITS.

The following exhibits are filed herewith or incorporated by reference as part
of this Registration Statement.

Exhibit Number    Description
--------------    -----------

     4.1          The Registrant's Restated Certificate of Incorporation
                  defining the rights of holders of Common Stock (incorporated
                  by reference to Exhibit 3.1 to the Registrant's Registration
                  Statement on Form 8-B, filed with the Commission in January
                  1990).

     4.2          Bylaws of the Registrant (incorporated by reference to Exhibit
                  3.1 to the Report on Form 8-K filed with the Commission on
                  September 29, 2004).

     5.1          Opinion of Dechert LLP.

    23.1          Consent of Independent Registered Public Accounting Firm.

    23.2          Consent of Dechert LLP (contained in the opinion filed as
                  Exhibit 5.1 to this Registration Statement).

    24.1          Power of Attorney (included in the signature page to this
                  Registration Statement).

ITEM 9.  UNDERTAKINGS.

Undertakings required by Item 512(a) of Regulation S-K

         The undersigned Registrant hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a
         post-effective amendment to this Registration Statement:

         (i)      To include any prospectus required by Section 10(a)(3) of the
                  Securities Act;

         (ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of the Registration Statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the Registration Statement.
                  Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement; and

         (iii)    To include any material information with respect to the plan
                  of distribution not previously disclosed in the Registration
                  Statement or any material change to such information in the
                  Registration Statement;

         Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

(2)      That, for the purpose of determining any liability under the Securities
         Act, each such post-effective amendment shall be deemed to be a new
         Registration Statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

(4)      That, for the purpose of determining liability of the Registrant under
         the Securities Act to any purchaser in the initial distribution of
         securities:

         The undersigned Registrant undertakes that in a primary offering of
securities of the undersigned Registrant pursuant to this Registration
Statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:

(i)      Any preliminary prospectus or prospectus of the undersigned Registrant
         relating to the offering required to be filed pursuant to Rule 424;

(ii)     Any free writing prospectus relating to the offering prepared by or on
         behalf of the undersigned Registrant or used or referred to by the
         undersigned Registrant;

(iii)    The portion of any other free writing prospectus relating to the
         offering containing material information about the undersigned
         Registrant or its securities provided by or on behalf of the
         undersigned Registrant; and

(iv)     Any other communication that is an offer in the offering made by the
         undersigned Registrant to the purchaser.
Undertakings required by Item 512(b) of Regulation S-K

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Undertakings required by Item 512(h) of Regulation S-K

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Montvale, State of New Jersey, on this 30th day
of January 2006.

                                               DATASCOPE CORP.

                                               By: /s/ Scott D. Kantor
                                                   --------------------------
                                                   Scott D. Kantor
                                                   Vice President, Finance &
                                                   Administration and
                                                   Chief Financial Officer
                                                   (Principal Financial Officer)
POWER OF ATTORNEY

         KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lawrence Saper and Scott D. Kantor, and
each of them, as such person's attorney-in-fact, with full power of substitution
and resubstitution, for him in any and all capacities, to sign any or all
amendments or post-effective amendments to this Registration Statement and to
file the same with the Securities and Exchange Commission, granting unto him
full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifying and
confirming all that such person, or his agent or substitutes, may do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities and on the date indicated.

/s/ Lawrence Saper                                          January 30, 2006
--------------------------                                  --------------------
Lawrence Saper               Chairman of the Board of       Date
                             Directors and Chief
                             Executive Officer (Principal
                             Executive Officer)

/s/ Scott D. Kantor                                         January 30, 2006
--------------------------                                  --------------------
Scott D. Kantor              Vice President, Finance and    Date
                             Administration, and Chief
                             Financial Officer (Principal
                             Financial Officer)

/s/ Fred Adelman                                            January 30, 2006
--------------------------                                  --------------------
Fred Adelman                 Vice President, Chief          Date
                             Accounting Officer and
                             Corporate Controller
                             (Principal Accounting
                             Officer)

/s/ Alan B. Abramson                                        January 30, 2006
--------------------------                                  --------------------
Alan B. Abramson             Director                       Date

/s/ David Altschiller                                       January 30, 2006
--------------------------                                  --------------------
David Altschiller            Director                       Date

/s/ Robert E. Klatell                                       January 30, 2006
--------------------------                                  --------------------
Robert E. Klatell            Director                       Date

/s/ James J. Loughlin                                       January 30, 2006
--------------------------                                  --------------------
James J. Loughlin            Director                       Date

/s/ William W. Wyman                                        January 30, 2006
--------------------------                                  --------------------
William W. Wyman             Director                       Date
EXHIBIT INDEX

Exhibit Number    Description
--------------    -----------

4.1               The Registrant's Restated Certificate of Incorporation
                  defining the rights of holders of Common Stock (incorporated
                  by reference to Exhibit 3.1 to the Registrant's Registration
                  Statement on Form 8-B, filed with the Commission in January
                  1990).

4.2               Bylaws of the Registrant (incorporated by reference to Exhibit
                  3.1 to the Report on Form 8-K filed with the Commission on
                  September 29, 2004).

5.1               Opinion of Dechert LLP.

23.1              Consent of Independent Registered Public Accounting Firm.

23.2              Consent of Dechert LLP (contained in the opinion filed as
                  Exhibit 5.1 to this Registration Statement).

24.1              Power of Attorney (included in the signature page to this
                  Registration Statement).