<PAGE>   1

As filed with the Securities and Exchange Commission on December 19, 1997

                                                     Registration No. 333-
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   ----------

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

                                   ----------

                                DATASCOPE CORP.
              (Exact name of issuer 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 07465

               (Address of Principal Executive Offices) (Zip Code)

                                   ----------

                                 DATASCOPE CORP.
                              COMPENSATION PLAN FOR
                             NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

                                   ----------

<TABLE>
<S>                                       <C>                <C>
         Lawrence Saper                   With a copy to:        Gerald Adler, Esq.
      Chairman of the Board                                  Shereff, Friedman, Hoffman &
President and Chief Executive Officer                                Goodman, LLP
         Datascope Corp.                                           919 Third Avenue
        14 Philips Parkway                                      New York, New York 10022
   Montvale, New Jersey 07465-9998                                  (212) 758-9500
          (201) 391-8100
</TABLE>

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

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
                                                            Proposed            Proposed
            Title of                                        Maximum              Maximum
           Securities                   Amount           Offering Price         Aggregate             Amount of
        to be Registered          to be Registered(1)     Per Share(2)      Offering Price(2)    Registration Fee(3)
---------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                  <C>                 <C>                   <C> 
Common Stock,                       25,000 shares           $27.125            $678,125.00            $200.05   
par value $.01 per share
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Pursuant to Rule 416, this Registration Statement also covers such
      additional securities as may become issuable to prevent dilution resulting
      from stock splits, stock dividends or similar transactions.

(2)   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
      sale prices of the Registrant's Common Stock as included on The NASDAQ
      National Market on December 18, 1997.

(3)   The Registration Fee has been calculated pursuant to Rule 457(h) as
      follows: .000295 multiplied by 25,000 multiplied by $27.125, the average
      of the high and low sale prices of the Registrant's Common Stock as 
      included on The NASDAQ National Market on December 18, 1997.
<PAGE>   2

                                   PART II.

                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The following documents that 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)   Annual Report on Form 10-K for the fiscal year ended
                        June 30, 1997.

                  (b)   Quarterly Report on Form 10-Q for the quarterly period
                        ended September 30, 1997.

                  (c)   Current Report on Form 8-K, filed October 22, 1997.

                  (d)   The description of the Registrant's Common Stock, par
                        value $.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 Securities Exchange Act of 1934, as
amended (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 such 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.     Interest of Named Experts and Counsel.


                                     -1-
<PAGE>   3

            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") and the Certificate of Incorporation and 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


                                     -2-
<PAGE>   4

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 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 Bylaws, 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 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


                                     -3-
<PAGE>   5

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

            4.1               Datascope Corp. Compensation Plan for Non-Employee
                              Directors.

            5.1               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 5.1).

            24.1              Power of Attorney (included in signature page to
                              this registration statement).

Item 9.     Undertakings.

            (a)   The undersigned Registrant hereby undertakes:


                                     -4-
<PAGE>   6

                  (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;

                        (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 Securities Exchange
Act of 1934 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.

                  (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 Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.


                                     -5-
<PAGE>   7

            (c) 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>   8

                                  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 19th day of
December, 1997.

                                      DATASCOPE CORP.


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


                                     -7-
<PAGE>   9

                              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 attorneys-in-fact and
agents (with full power of each of them to act alone) 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
attorneys-in-fact and agents or any of them or their or his substitute or
substitutes, 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, the
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.


       Signature                        Title                       Date
       ---------                        -----                       ----
                          
/s/ Lawrence Saper
------------------------  Chairman of the Board, President,    December 19, 1997
    Lawrence Saper        Chief Executive Officer and Director                  
                          (Principal Executive Officer)                         
                          
/s/ Murray Pitkowsky                        
------------------------  Senior Vice President, Chief         December 19, 1997
    Murray Pitkowsky      Financial Officer and Secretary                      
                                                            
 /s/ Alan Abramson
------------------------             Director                  December 19, 1997
     Alan Abramson

/s/ David Altschiller
------------------------             Director                  December 19, 1997
    David Altschiller

/s/ William Asmundson
------------------------             Director                  December 19, 1997
    William Asmundson

/s/ Joseph Grayzel, M.D.
------------------------             Director                  December 19, 1997
    Joseph Grayzel, M.D.

/s/ George Heller
------------------------             Director                  December 19, 1997
    George Heller

   /s/ Arno Nash
------------------------             Director                  December 19, 1997
       Arno Nash


                                     -8-
<PAGE>   10

                                DATASCOPE CORP.

                                   FORM S-8
                            REGISTRATION STATEMENT

                                 EXHIBIT INDEX


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

         4.1        Datascope Corp. Compensation Plan for Non-Employee 
                    Directors.

         5.1        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 5.1).

         24.1       Power of Attorney (included in signature page to this
                    registration statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24831}]
{"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": "333-42747", "film-number": "97741479"}, "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 December 19, 1997

                                                     Registration No. 333-
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   ----------

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

                                   ----------

                                DATASCOPE CORP.
              (Exact name of issuer 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 07465

               (Address of Principal Executive Offices) (Zip Code)

                                   ----------

                                 DATASCOPE CORP.
                              COMPENSATION PLAN FOR
                             NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

                                   ----------
Lawrence Saper                   With a copy to:        Gerald Adler, Esq.
      Chairman of the Board                                  Shereff, Friedman, Hoffman &
President and Chief Executive Officer                                Goodman, LLP
         Datascope Corp.                                           919 Third Avenue
        14 Philips Parkway                                      New York, New York 10022
   Montvale, New Jersey 07465-9998                                  (212) 758-9500
          (201) 391-8100
(Name, address and telephone number,
                  including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
                                                            Proposed            Proposed
            Title of                                        Maximum              Maximum
           Securities                   Amount           Offering Price         Aggregate             Amount of
        to be Registered          to be Registered(1)     Per Share(2)      Offering Price(2)    Registration Fee(3)
---------------------------------------------------------------------------------------------------------------------
Common Stock,                       25,000 shares           $27.125            $678,125.00            $200.05   
par value $.01 per share
---------------------------------------------------------------------------------------------------------------------
(1)   Pursuant to Rule 416, this Registration Statement also covers such
      additional securities as may become issuable to prevent dilution resulting
      from stock splits, stock dividends or similar transactions.

(2)   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
      sale prices of the Registrant's Common Stock as included on The NASDAQ
      National Market on December 18, 1997.

(3)   The Registration Fee has been calculated pursuant to Rule 457(h) as
      follows: .000295 multiplied by 25,000 multiplied by $27.125, the average
      of the high and low sale prices of the Registrant's Common Stock as 
      included on The NASDAQ National Market on December 18, 1997.
2

                                   PART II.

                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The following documents that 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)   Annual Report on Form 10-K for the fiscal year ended
                        June 30, 1997.

                  (b)   Quarterly Report on Form 10-Q for the quarterly period
                        ended September 30, 1997.

                  (c)   Current Report on Form 8-K, filed October 22, 1997.

                  (d)   The description of the Registrant's Common Stock, par
                        value $.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 Securities Exchange Act of 1934, as
amended (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 such 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.     Interest of Named Experts and Counsel.

                                     -1-
3

            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") and the Certificate of Incorporation and 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

                                     -2-
4

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 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 Bylaws, 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 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

                                     -3-
5

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

            4.1               Datascope Corp. Compensation Plan for Non-Employee
                              Directors.

            5.1               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 5.1).

            24.1              Power of Attorney (included in signature page to
                              this registration statement).

Item 9.     Undertakings.

            (a)   The undersigned Registrant hereby undertakes:

                                     -4-
6

                  (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;

                        (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 Securities Exchange
Act of 1934 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.

                  (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 Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.

                                     -5-
7

            (c) 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-
8

                                  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 19th day of
December, 1997.

                                      DATASCOPE CORP.

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

                                     -7-
9

                              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 attorneys-in-fact and
agents (with full power of each of them to act alone) 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
attorneys-in-fact and agents or any of them or their or his substitute or
substitutes, 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, the
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.

       Signature                        Title                       Date
       ---------                        -----                       ----
                          
/s/ Lawrence Saper
------------------------  Chairman of the Board, President,    December 19, 1997
    Lawrence Saper        Chief Executive Officer and Director                  
                          (Principal Executive Officer)                         
                          
/s/ Murray Pitkowsky                        
------------------------  Senior Vice President, Chief         December 19, 1997
    Murray Pitkowsky      Financial Officer and Secretary                      
                                                            
 /s/ Alan Abramson
------------------------             Director                  December 19, 1997
     Alan Abramson

/s/ David Altschiller
------------------------             Director                  December 19, 1997
    David Altschiller

/s/ William Asmundson
------------------------             Director                  December 19, 1997
    William Asmundson

/s/ Joseph Grayzel, M.D.
------------------------             Director                  December 19, 1997
    Joseph Grayzel, M.D.

/s/ George Heller
------------------------             Director                  December 19, 1997
    George Heller

   /s/ Arno Nash
------------------------             Director                  December 19, 1997
       Arno Nash

                                     -8-
10

                                DATASCOPE CORP.

                                   FORM S-8
                            REGISTRATION STATEMENT

                                 EXHIBIT INDEX

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

         4.1        Datascope Corp. Compensation Plan for Non-Employee 
                    Directors.

         5.1        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 5.1).

         24.1       Power of Attorney (included in signature page to this
                    registration statement).