UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.             )

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Datascope Corp.

(Name of Registrant as Specified In Its Charter)

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On December 17, 2007, the Nominations and Corporate Governance Committee (the “Committee”) of Datascope Corp. (“Datascope”) recommended to the Board, and the Board approved, certain changes to Datascope’s corporate governance policies. The Board agreed to terminate the company’s current Shareholder Rights Plan, which is set to expire on June 2, 2011, on or before the 2008 annual meeting of shareholders. In addition, the Board agreed to pledge not to adopt another shareholder rights plan, or a similar plan, without first obtaining the approval of a majority of Datascope’s shareholders, subject to the exercise of its fiduciary duties. In the event the Board does determine to adopt a rights plan, it will put in a sunset provision that the rights agreement expires in one year unless the plan is approved by shareholders. The Board also agreed that it will separate the roles of Chairman and Chief Executive Officer so that the Chairman will be an independent director as defined under NASDAQ rules. The Board expects to announce the separation of the two roles and the appointment of a new independent Chairman prior to September 30, 2008 and that the Board will have a policy of rotating this position among its independent directors. The Board also agreed to adopt as a corporate governance guideline a goal that 75% of its directors be independent.