<PAGE>   1
As filed with the Securities and Exchange Commission on January 30, 1996

                                                            Registration No. 33-


                       ----------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    --------

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

                                    --------


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


         Delaware                                          13-2529596
-------------------------------                  -------------------------------
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                               Number)

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


                     DATASCOPE CORP. 1995 STOCK OPTION PLAN
                     --------------------------------------
                            (Full title of the Plan)

<TABLE>
<S>                                           <C>             <C>
Lawrence Saper                                With a          Gerald Adler, Esq.
Chairman of the Board and President           copy to:        Shereff, Friedman, Hoffman & Goodman, LLP
Datascope Corp.                                               919 Third Avenue
14 Philips Parkway                                            New York, New York  10022
Montvale, New Jersey 07645-9998                               (212) 758-9500
(201) 391-8100
</TABLE>

                   ------------------------------------------
                      (Name, address and telephone number,
                   including area code, of agents for service)




                                          CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
       Title of                                          Proposed            Proposed Maximum
     Securities to              Amount to            Maximum Offering            Aggregate               Amount of
     be Registered            be Registered          Price Per Share(1)       Offering Price         Registration Fee
     -------------            -------------          ----------------        ----------------        ----------------
<S>                          <C>                     <C>                     <C>                     <C>
   Common Stock, par
 value $0.01 per share       750,000 shares             $21.875              $16,406,250             $5,657.33
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), on the basis of the average of the high and low prices
of the Registrant's Common Stock as quoted on the NASDAQ National Market on
January 26, 1996.
<PAGE>   2
                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

                  The following documents which have been filed by Datascope
Corp., a Delaware corporation (the "Registrant"), with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

                  (a)      The Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1995, which is the Registrant's latest Annual Report
on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").

                  (b)      The Registrant's Quarterly Reports on Form 10-Q for
the fiscal quarter ended September 30, 1995.

                  (c)      The description of the Registrant's Common Stock, par
value $0.01 per share, contained in the Registrant's Registration Statement on
Form 8-A filed with the Commission, including any amendment or report filed for
the purpose of updating such description.

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all of the securities offered under this Registration Statement have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this Registration Statement
as of the date of the filing of such documents. Any statement contained in the
documents incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded, shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.           Description of Securities

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel

                  Not applicable.


                                        2
<PAGE>   3
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") and the Certificate of Incorporation and By-laws
of the Registrant. Among other things, the DGCL permits indemnification of a
director, officer, employee or agent in civil, criminal, administrative or
investigative actions, suits or proceedings (other than an action by or in the
right of the corporation) to which such person is a party or is threatened to be
made a party by reason of the fact of such relationship with the corporation or
the fact that such person is or was serving in a similar capacity with another
entity at the request of the corporation against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, if he had no reasonable cause
to believe his conduct was unlawful. No indemnification may be made in any such
suit to any person adjudged to be liable to the corporation unless and only to
the extent that the Delaware Court of Chancery or the court in which the action
was brought determines that, despite the adjudication of liability but in view
of all of the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Under the DGCL, to the extent that a director, officer, employee or agent is
successful, on the merits or otherwise, in the defense of any action, suit or
proceeding or any claim, issue or matter therein (whether or not the suit is
brought by or in the right of the corporation), he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him. In
all cases in which indemnification is permitted (unless ordered by a court), it
may be made by the corporation only as authorized in the specific case upon a
determination that the applicable standard of conduct has been met by the party
to be indemnified. The determination must be made by a majority vote of a quorum
consisting of the directors who were not parties to the action or, if such a
quorum is not obtainable, or even if obtainable, if a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or by
the shareholders. The statute authorizes the corporation to pay expenses
incurred by an officer or director in advance of a 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. The DGCL provides that
indemnification and advances of expenses permitted thereunder are not to be
exclusive of any 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. The DGCL 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 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.


                                        3
<PAGE>   4
                  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.

                  The Registrant maintains a Directors & Officers Liability
policy. The policy's coverage, among other things, (i) provides for payment on
behalf of the Registrant's officers and directors against loss as defined in the
policy stemming from acts committed by directors and officers in their
capacities as such, with no annual individual deductible element per director or
officer, and (ii) provides for reimbursement of the Registrant against such loss
for which the Registrant grants indemnification to any director or officer, as
permitted or required by law, with a retention of $250,000 per claim. In
addition, the maximum coverage with respect to any loss is $10,000,000,
including defense costs, and the maximum coverage with respect to all losses
occurring in any policy year is also $10,000,000. There is no coverage for loss
from claims made against directors or officers arising from certain statutory
liabilities and specified categories of misconduct, including claims (i) for the
return of remuneration paid without prior shareholder approval if it is
judicially determined that such remuneration was in violation of law, (ii) for
an accounting of profits made from a purchase or sale within the meaning of
Section 16(b) of the Exchange Act, (iii) with respect to acts of active and
deliberate dishonesty that were committed or attempted with actual dishonest
purpose, or (iv) with respect to a judicial determination that the individual
gained personal profit or other advantage to which he was not legally entitled.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                  The following exhibits are filed as part of this Registration
Statement:

                  Exhibit

                  Number            Description

                  4                 Datascope Corp. 1995 Stock Option Plan

                  5                 Opinion of Shereff, Friedman, Hoffman & 
                                    Goodman, LLP.

                  23.1              Consent of Deloitte & Touche, LLP

                                        4
<PAGE>   5
                  23.2              Consent of Shereff, Friedman, Hoffman & 
                                    Goodman, LLP (included in Exhibit 5.)

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

Item 9.           Undertakings

(a)       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 of 1933;

                               (ii)          To reflect in the prospectus any
                                             facts or events arising after the
                                             effective date of this 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 this
                                             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 a 20% change in the
                                             maximum aggregate offering price
                                             set forth in the "Calculation of
                                             Registration Fee" table in the
                                             effective registration statement;

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

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

                           (2)  That, for the purpose of determining any
                  liability under the Securities Act of 1933, 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.


                                        5
<PAGE>   6
                           (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.

(b)      The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                  (h)      Insofar as indemnification for liabilities arising
         under the Securities Act of 1933 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 Securities and Exchange Commission such
         indemnification is against public policy as expressed in the Securities
         Act of 1933 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 of 1933
         and will be governed by the final adjudication of such issue.

                                        6
<PAGE>   7
                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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, 1996.


                                 DATASCOPE CORP.


                                 By: /s/ Lawrence Saper
                                    -------------------------
                                   Lawrence Saper
                                   Chairman of the Board
                                   and President


                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
whose signature appears below constitutes and appoints Lawrence Saper and Murray
Pitkowsky, and each of them (with full power of each of them to act alone), his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him and on his behalf, and in his name, place and stead,
in any and all capacities to execute and sign any and all amendments or
post-effective amendments to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents or any of
them or their or his substitute, may lawfully do or cause to be done by virtue
hereof and the Registrant hereby confers like authority on its behalf.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
    Name and Signature                                Title                                           Date
    ------------------                                -----                                           ----
<S>                                           <C>                                                       <C>

 
/s/ Lawrence Saper                            Chairman of the Board,                                    January 30, 1996
--------------------------                    President and Director
Lawrence Saper                                (Principal Executive Officer)
 
/s/ Murray Pitkowsky                          Senior Vice President,                                    January 30, 1996
--------------------------                    Secretary
Murray Pitkowsky

</TABLE>

<PAGE>   8
<TABLE>
<S>                                           <C>                                                       <C>

/s/ Stephen E. Wasserman                      Vice President, Treasurer, Chief                          January 30, 1996
-----------------------------                 Financial Officer, President -
Stephen E. Wasserman                          Patient Monitoring Division
                                              (Principal Financial and
                                              Accounting Officer)

/s/ David Altschiller                         Director                                                  January 30, 1996
-----------------------------
David Altschiller


/s/ William L. Asmundson                      Director                                                  January 30, 1996
-----------------------------
William L. Asmundson


/s/ Joseph Grayzel, M.D.                      Director                                                  January 30, 1996
-----------------------------
Joseph Grayzel, M.D.


/s/ George Heller                             Director                                                  January 30, 1996
-----------------------------
George Heller


/s/ Norman M. Schneider                       Director                                                  January 30, 1996
-----------------------------
Norman M. Schneider

</TABLE>
<PAGE>   9
                                 DATASCOPE CORP.

                                    FORM S-8
                             REGISTRATION STATEMENT

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                                       Sequentially
                                                                                                         Numbered
                  Exhibit                                                                                   Page
                  -------                                                                              ------------
                  <S>        <C>                                                                       <C>
                  4.         Datascope Corp. 1995  Stock Option Plan

                  5          Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

                  23.1       Consent of Deloitte & Touche, LLP

                  23.2       Consent of Shereff, Friedman, Hoffman & Goodman, LLP
                             (included in Exhibit 5.)

                  24         Power of Attorney (included in signature page to this
                             Registration Statement.)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "DATASCOPE CORP. - FORM S-8", "secsgml_size_bytes": 25584}]
{"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": "333-00537", "film-number": "96508779"}, "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"}}
1
As filed with the Securities and Exchange Commission on January 30, 1996

                                                            Registration No. 33-

                       ----------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    --------

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

                                    --------

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

         Delaware                                          13-2529596
-------------------------------                  -------------------------------
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                               Number)

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

                     DATASCOPE CORP. 1995 STOCK OPTION PLAN
                     --------------------------------------
                            (Full title of the Plan)
Lawrence Saper                                With a          Gerald Adler, Esq.
Chairman of the Board and President           copy to:        Shereff, Friedman, Hoffman & Goodman, LLP
Datascope Corp.                                               919 Third Avenue
14 Philips Parkway                                            New York, New York  10022
Montvale, New Jersey 07645-9998                               (212) 758-9500
(201) 391-8100
------------------------------------------
                      (Name, address and telephone number,
                   including area code, of agents for service)

                                          CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
       Title of                                          Proposed            Proposed Maximum
     Securities to              Amount to            Maximum Offering            Aggregate               Amount of
     be Registered            be Registered          Price Per Share(1)       Offering Price         Registration Fee
     -------------            -------------          ----------------        ----------------        ----------------
Common Stock, par
 value $0.01 per share       750,000 shares             $21.875              $16,406,250             $5,657.33
---------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), on the basis of the average of the high and low prices
of the Registrant's Common Stock as quoted on the NASDAQ National Market on
January 26, 1996.
2
                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

                  The following documents which have been filed by Datascope
Corp., a Delaware corporation (the "Registrant"), with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

                  (a)      The Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1995, which is the Registrant's latest Annual Report
on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").

                  (b)      The Registrant's Quarterly Reports on Form 10-Q for
the fiscal quarter ended September 30, 1995.

                  (c)      The description of the Registrant's Common Stock, par
value $0.01 per share, contained in the Registrant's Registration Statement on
Form 8-A filed with the Commission, including any amendment or report filed for
the purpose of updating such description.

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all of the securities offered under this Registration Statement have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this Registration Statement
as of the date of the filing of such documents. Any statement contained in the
documents incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded, shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.           Description of Securities

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel

                  Not applicable.

                                        2
3
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") and the Certificate of Incorporation and By-laws
of the Registrant. Among other things, the DGCL permits indemnification of a
director, officer, employee or agent in civil, criminal, administrative or
investigative actions, suits or proceedings (other than an action by or in the
right of the corporation) to which such person is a party or is threatened to be
made a party by reason of the fact of such relationship with the corporation or
the fact that such person is or was serving in a similar capacity with another
entity at the request of the corporation against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, if he had no reasonable cause
to believe his conduct was unlawful. No indemnification may be made in any such
suit to any person adjudged to be liable to the corporation unless and only to
the extent that the Delaware Court of Chancery or the court in which the action
was brought determines that, despite the adjudication of liability but in view
of all of the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Under the DGCL, to the extent that a director, officer, employee or agent is
successful, on the merits or otherwise, in the defense of any action, suit or
proceeding or any claim, issue or matter therein (whether or not the suit is
brought by or in the right of the corporation), he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him. In
all cases in which indemnification is permitted (unless ordered by a court), it
may be made by the corporation only as authorized in the specific case upon a
determination that the applicable standard of conduct has been met by the party
to be indemnified. The determination must be made by a majority vote of a quorum
consisting of the directors who were not parties to the action or, if such a
quorum is not obtainable, or even if obtainable, if a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or by
the shareholders. The statute authorizes the corporation to pay expenses
incurred by an officer or director in advance of a 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. The DGCL provides that
indemnification and advances of expenses permitted thereunder are not to be
exclusive of any 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. The DGCL 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 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.

                                        3
4
                  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.

                  The Registrant maintains a Directors & Officers Liability
policy. The policy's coverage, among other things, (i) provides for payment on
behalf of the Registrant's officers and directors against loss as defined in the
policy stemming from acts committed by directors and officers in their
capacities as such, with no annual individual deductible element per director or
officer, and (ii) provides for reimbursement of the Registrant against such loss
for which the Registrant grants indemnification to any director or officer, as
permitted or required by law, with a retention of $250,000 per claim. In
addition, the maximum coverage with respect to any loss is $10,000,000,
including defense costs, and the maximum coverage with respect to all losses
occurring in any policy year is also $10,000,000. There is no coverage for loss
from claims made against directors or officers arising from certain statutory
liabilities and specified categories of misconduct, including claims (i) for the
return of remuneration paid without prior shareholder approval if it is
judicially determined that such remuneration was in violation of law, (ii) for
an accounting of profits made from a purchase or sale within the meaning of
Section 16(b) of the Exchange Act, (iii) with respect to acts of active and
deliberate dishonesty that were committed or attempted with actual dishonest
purpose, or (iv) with respect to a judicial determination that the individual
gained personal profit or other advantage to which he was not legally entitled.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                  The following exhibits are filed as part of this Registration
Statement:

                  Exhibit

                  Number            Description

                  4                 Datascope Corp. 1995 Stock Option Plan

                  5                 Opinion of Shereff, Friedman, Hoffman & 
                                    Goodman, LLP.

                  23.1              Consent of Deloitte & Touche, LLP

                                        4
5
                  23.2              Consent of Shereff, Friedman, Hoffman & 
                                    Goodman, LLP (included in Exhibit 5.)

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

Item 9.           Undertakings

(a)       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 of 1933;

                               (ii)          To reflect in the prospectus any
                                             facts or events arising after the
                                             effective date of this 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 this
                                             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 a 20% change in the
                                             maximum aggregate offering price
                                             set forth in the "Calculation of
                                             Registration Fee" table in the
                                             effective registration statement;

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

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

                           (2)  That, for the purpose of determining any
                  liability under the Securities Act of 1933, 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.

                                        5
6
                           (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.

(b)      The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                  (h)      Insofar as indemnification for liabilities arising
         under the Securities Act of 1933 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 Securities and Exchange Commission such
         indemnification is against public policy as expressed in the Securities
         Act of 1933 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 of 1933
         and will be governed by the final adjudication of such issue.

                                        6
7
                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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, 1996.

                                 DATASCOPE CORP.

                                 By: /s/ Lawrence Saper
                                    -------------------------
                                   Lawrence Saper
                                   Chairman of the Board
                                   and President

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
whose signature appears below constitutes and appoints Lawrence Saper and Murray
Pitkowsky, and each of them (with full power of each of them to act alone), his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him and on his behalf, and in his name, place and stead,
in any and all capacities to execute and sign any and all amendments or
post-effective amendments to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents or any of
them or their or his substitute, may lawfully do or cause to be done by virtue
hereof and the Registrant hereby confers like authority on its behalf.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Name and Signature                                Title                                           Date
    ------------------                                -----                                           ----
/s/ Lawrence Saper                            Chairman of the Board,                                    January 30, 1996
--------------------------                    President and Director
Lawrence Saper                                (Principal Executive Officer)
 
/s/ Murray Pitkowsky                          Senior Vice President,                                    January 30, 1996
--------------------------                    Secretary
Murray Pitkowsky
8
/s/ Stephen E. Wasserman                      Vice President, Treasurer, Chief                          January 30, 1996
-----------------------------                 Financial Officer, President -
Stephen E. Wasserman                          Patient Monitoring Division
                                              (Principal Financial and
                                              Accounting Officer)

/s/ David Altschiller                         Director                                                  January 30, 1996
-----------------------------
David Altschiller

/s/ William L. Asmundson                      Director                                                  January 30, 1996
-----------------------------
William L. Asmundson

/s/ Joseph Grayzel, M.D.                      Director                                                  January 30, 1996
-----------------------------
Joseph Grayzel, M.D.

/s/ George Heller                             Director                                                  January 30, 1996
-----------------------------
George Heller

/s/ Norman M. Schneider                       Director                                                  January 30, 1996
-----------------------------
Norman M. Schneider
9
                                 DATASCOPE CORP.

                                    FORM S-8
                             REGISTRATION STATEMENT

                                  EXHIBIT INDEX
Sequentially
                                                                                                         Numbered
                  Exhibit                                                                                   Page
                  -------                                                                              ------------
4.         Datascope Corp. 1995  Stock Option Plan

                  5          Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

                  23.1       Consent of Deloitte & Touche, LLP

                  23.2       Consent of Shereff, Friedman, Hoffman & Goodman, LLP
                             (included in Exhibit 5.)

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