SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q


[X]   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended September 30, 1996

OR

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

For the transition period from _______ to _______
Commission File Number 0-27316

                         Molecular Devices Corporation
             (Exact name of registrant as specified in its charter)

           Delaware                                             94-2914362
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                               1311 Orleans Drive
                          Sunnyvale, California 94089
          (Address of principal executive offices, including zip code)

                                 (408) 747-1700
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                   YES  X  NO
                                       ---   ---

As of November 7, 1996,  8,963,191 shares of the Registrant's  Common Stock were
outstanding.

<PAGE>


<TABLE>
                                                                           
                          MOLECULAR DEVICES CORPORATION

               FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1996

                                      INDEX


<CAPTION>
PART I. FINANCIAL INFORMATION                                              PAGE NUMBER

<S>     <C>                                                                      <C>
        ITEM 1. FINANCIAL STATEMENTS (unaudited)

                CONDENSED CONSOLIDATED BALANCE SHEETS
                September 30, 1996 and December 31, 1995.....................    2

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                Three and Nine Months Ended September 30, 1996 and 1995......    3

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                Nine Months Ended September 30, 1996 and 1995................    4

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.........    5

        ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS..........................    7



PART II. OTHER INFORMATION


        ITEM 1. LEGAL PROCEEDINGS ...........................................   11

        ITEM 2. CHANGES IN SECURITIES .......................................   11

        ITEM 3. DEFAULTS ON SENIOR SECURITIES................................   11

        ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..........   11

        ITEM 5. OTHER INFORMATION............................................   11

        ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.............................   11

SIGNATURE....................................................................   12
</TABLE>



                                      -1-


<PAGE>


PART I:  FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

<TABLE>
                          MOLECULAR DEVICES CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
               (In thousands, except share and per share amounts)

<CAPTION>
                                                                  September 30, 1996      December 31, 1995
                                                                  --------------------   -------------------
ASSETS:                                                               (unaudited)
<S>                                                               <C>                         <C>
 Current assets:
  Cash and cash equivalents                                       $ 21,832                    $ 20,379
  Accounts receivable, net                                           6,050                       3,987
  Inventories                                                        2,061                       1,393
  Deferred tax assets                                                1,983                       1,161
  Other current assets                                                  64                         141
                                                                 ---------                   ---------

     Total current assets                                           31,990                      27,061

  Equipment and leasehold improvements, net                          1,578                       1,588
  Other assets                                                         267                         151
                                                                 ---------                   ---------

                                                                  $ 33,835                    $ 28,800
                                                                 =========                   =========

LIABILITIES AND STOCKHOLDERS' EQUITY:
 Current liabilities:
  Accounts payable                                                $  1,928                   $     932
  Accrued liabilities                                                3,807                       2,791
  Deferred revenue                                                     466                         476
  Current obligations under credit arrangements                         29                          76
  Current Obligations under Promissory Notes                         1,500                          --
                                                                 ---------                   ---------

     Total current liabilities                                       7,730                       4,275

 Stockholders' equity:
  Preferred stock, no par value; 3,000,000
   authorized; no shares outstanding                                    --                          --
  Common stock, $.001 par value; 30,000,000
   shares authorized; 8,915,289 and 8,687,791
   shares issued and outstanding at  September 30,
   1996 and December 31, 1995,  respectively                             9                           8
  Additional paid-in-capital                                        36,936                      35,159
  Accumulated deficit                                              (10,392)                    (10,100)
  Deferred compensation                                               (435)                       (537)
  Accumulated translation adjustment                                   (13)                         (5)
                                                                 ---------                    ---------
                                                          
     Total stockholders' equity                                     26,105                      24,525
                                                                 ---------                    --------
                                                                  
                                                                  $ 33,835                    $ 28,800
                                                                 =========                    ========
<FN>

        The accompanying notes are an integral part of these statements.
</FN>
</TABLE>

                                      -2-


<PAGE>


<TABLE>
                          MOLECULAR DEVICES CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (unaudited)

<CAPTION>
                                                                       Three Months Ended                   Nine Months Ended 
                                                                          September 30,                        September 30,
                                                                  ------------------------------       -----------------------------

                                                                        1996             1995                1996             1995
                                                                    ----------       ----------          ----------       ----------

<S>                                                                   <C>              <C>                 <C>              <C>
REVENUES:
    Product revenues                                                  $   8,116        $  5,731            $ 21,652         $ 16,790
    Contract revenues                                                       101             635                 313            2,123
                                                                    -------------    ------------        ------------     ----------
      Total revenues                                                      8,217           6,366              21,965           18,913
                                                                    -------------    ------------        -------------    ----------
                                                                  

COST OF REVENUES:
    Cost of product revenues                                              3,119           2,140               8,116            6,132
    Cost of contract revenues                                                56             479                 160            1,725
                                                                    -------------    ------------        -------------    ----------
      Total cost of revenues                                              3,175           2,619               8,276            7,857
                                                                    -------------    ------------        -------------    ----------
                                                                 

    Gross margin                                                          5,042           3,747              13,689           11,056
                                                                    -------------    ------------        -------------    ----------
                                                                 
OPERATING EXPENSES:
    Company-funded research and development                               1,182             934               3,447            2,761
    Charge for acquired in-process research and
      development and acquisition related costs                              --              --               4,637               --
    Selling, general and administrative                                   2,541           2,163               7,076            6,318
                                                                    -------------    ------------        -------------    ----------

      Total operating expenses                                            3,723           3,097              15,160            9,079
                                                                    -------------    ------------        -------------    ----------

Income (loss)  from operations                                            1,319             650             (1,471)            1,977
Other income (expense), net                                                 261             (9)                 785             (51)
                                                                    -------------    ------------        -------------    ----------

Income (loss)  before income taxes                                        1,580             641               (686)            1,926
Income tax benefit                                                          178             241                 394              723
                                                                    -------------    ------------        -------------    ----------
                                                                             

NET INCOME (LOSS)                                                      $  1,758        $    882           $   (292)         $  2,649
                                                                    =============    ============        =============    ==========

NET INCOME (LOSS) PER SHARE                                            $   0.18        $   0.12           $  (0.03)         $   0.35
                                                                    =============    ============        =============    ==========
                                                                  

SHARES USED IN COMPUTING NET INCOME (LOSS) PER SHARE
                                                                          9,512           7,416               8,786            7,485
                                                                    =============    ============        =============    ==========

<FN>
        The accompanying notes are an integral part of these statements.
</FN>
</TABLE>


                                      -3-

<PAGE>


<TABLE>
                          MOLECULAR DEVICES CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (unaudited)
<CAPTION>
                                                                                    Nine Months Ended
                                                                                      September 30,
                                                                             ------------------------------

                                                                                   1996             1995
                                                                             --------------     -----------

<S>                                                                             <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                               $   (292)         $  2,649
Adjustments to reconcile net income (loss) to net cash used in
    operating activities:
    Depreciation and amortization                                                     436              461
    Loss on disposal of fixed assets                                                   40               --
    Charge for acquired in-process research and development                         4,425               --
    Amortization of deferred compensation                                             102               --
      (Increase) decrease in assets:
        Accounts receivable                                                       (1,814)              101
        Inventories                                                                 (408)               94
        Deferred tax asset                                                          (822)            (770)
        Other current assets                                                           77               91
    Increase (decrease) in liabilities:
        Accounts payable                                                              911            (134)
        Accrued liabilities                                                           375              628
        Deferred revenue                                                             (10)               95
                                                                             -------------    -------------

Net cash provided by operating activities                                           3,020            3,215
                                                                             -------------    -------------
                                                                            
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                                (459)            (262)
Acquisition of NovelTech Systems Inc., net of cash on hand                        (1,198)               --
Other assets                                                                           34               20
                                                                             -------------    -------------
                                                                             
Net cash used in investing activities                                             (1,623)            (242)
                                                                             -------------    -------------
                                                                             
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on credit arrangements                                                    (47)            (509)
Issuance of common stock, net                                                         111               61
                                                                             -------------    -------------
                                                                             
Net cash provided by (used in) financing activities                                    64            (448)
                                                                             -------------    -------------
                                                                             
EFFECT OF EXCHANGE RATE CHANGES ON CASH:                                              (8)             (21)
                                                                             -------------    -------------
                                                                             
Net increase in cash and cash equivalents                                           1,453            2,504
Cash and cash equivalents at beginning of period                                   20,379            2,201
                                                                             -------------    -------------
                                                                             
Cash and cash equivalents at end of period                                      $  21,832        $   4,705
                                                                             =============    =============

<FN>
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>


                                      -4-

<PAGE>



                          MOLECULAR DEVICES CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


Note 1.  Summary of Significant Accounting Policies

Basis of interim presentations

The accompanying  unaudited condensed consolidated financial statements included
herein have been prepared by the Company,  without audit,  pursuant to the rules
and regulations of the Securities and Exchange  Commission.  Certain information
and footnote  disclosures  normally included in financial statements prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant to such rules and  regulations,  although the Company believes
the disclosures  which are made are adequate to make the  information  presented
not misleading. These condensed consolidated financial statements should be read
in conjunction with the consolidated  financial statements and the notes thereto
included in the  Company's  Annual  Report to  Stockholders  for the fiscal year
ended December 31, 1995.

The  unaudited  condensed  consolidated  financial  statements  included  herein
reflect all adjustments (which include only normal, recurring adjustments) which
are, in the opinion of management, necessary to state fairly the results for the
periods  presented.  The  results  for the three and nine  month  periods  ended
September 30, 1996 are not necessarily  indicative of the results to be expected
for the entire fiscal year ending December 31, 1996.

Certain  reclassifications  have been made to the financial  statements  for the
three and nine month periods ended  September 30, 1995, to conform with the 1996
presentation for those periods.

Net Income (Loss) Per Share

Net income per share is computed using the weighted  average number of shares of
common stock and dilutive common equivalent shares from stock options (using the
treasury stock method).

Note 2.  Inventories


<TABLE>
Inventories consist of (in thousands):

<CAPTION>
                                        September 30, 1996              December 31, 1995
                                       -------------------             ------------------

<S>                                            <C>                              <C>
Finished goods                                 $       910                      $     558
Work in process                                        209                            368
Raw materials and subassemblies                        942                            467
                                             --------------                  -------------
                                                $    2,061                      $   1,393
                                             ==============                  =============
</TABLE>

Note 3. Acquisitions of NovelTech Systems, Inc.

On June 7, 1996, the Company acquired all of the outstanding  stock of NovelTech
Systems,  Inc.  ("NovelTech")  for a cash  payment  at  closing  of  $1,500,000,
issuance of two promissory notes valued at $750,000 each and issuance of 146,342
shares of the  Company's  common  stock valued at  $1,482,444  as of the closing
date. The promissory  notes are due and payable on the later of January 2, 1997,
or upon  completion of  "Technology  Transfer." In the event that payment is not
made on the defined  payment  date,  interest  will  commence to accrue from the
payment date on the unpaid principal balance at an annual rate of 2% above prime
rate charged by the United States major commercial banks in effect at that time.

                                      -5-

<PAGE>


<TABLE>
The  acquisition was accounted for as a purchase and the total purchase price of
$4,692,391, including $209,947 of acquisition related costs, was allocated based
on an independent appraisal as follows:

<CAPTION>
<S>                                                                         <C>           
Excess of liabilities over tangible assets                                    $   (94,389)
Acquired developed technology                                                      150,000
Acquired in-process technology and acquisition related costs                     4,636,780
                                                                           ================
  Total purchase price                                                        $  4,692,391
                                                                           ================
</TABLE>

The purchase price  allocation  has resulted in a $4,636,780  charge to acquired
in-process  technology  and  acquisition  related costs in the second quarter of
1996.  This  charge is not  deductible  for federal or state tax  purposes.  The
acquired in-process  technology  represents the appraised value of technology in
the  development  stage that had not yet reached  technological  feasibility and
does not have  alternative  future  uses.  In reaching  this  determination  the
company  considered,  among  other  factors,  the stage of  development  of each
product,  the time and resources  needed to complete each product,  and expected
income and associated risks. The results of NovelTech are consolidated from June
8, 1996.

Pro forma  consolidated  results for the Company as if the  acquisition had been
consummated  January 1,  1996,  are as follows  (in  thousands  except per share
amounts):

                                            Nine Months Ended
                                            September 30, 1996
                                         -----------------------

Revenue                                          $ 22,718
Net Income                                       $  4,207
Net Income Per Share                             $   0.44

The pro forma  information does not purport to be indicative of the results that
actually would have accrued had the acquisition been consummated January 1, 1996
or of results which may occur in the future.  In accordance  with SEC Regulation
S-X, Rule 11-02(b) (5),  nonrecurring  charges,  such as the charge for acquired
in-process   technology  and  acquisition   related  costs  resulting  from  the
acquisition, are not reflected in the pro forma financial summary.

Note 4. Income Taxes

Income tax benefits of $178,000,  $241,000,  $394,000 and $723,000 were recorded
for the three and nine month periods ended September 30, 1996, and September 30,
1995,  respectively.  The benefit provisions result primarily from the reduction
of the valuation  allowance on net deferred tax assets due to anticipated pretax
income for 1997 and 1996,  respectively.  Based upon the  results of  operations
over the last several  years,  the Company  believes that it is more likely than
not it will be able to utilize these benefits.


                                      -6-


<PAGE>


                          MOLECULAR DEVICES CORPORATION


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

Except for the historical information contained herein, the following discussion
contains  forward-looking  statements that involve risks and uncertainties.  The
Company's  actual results could differ  materially  from those  discussed  here.
Factors that could cause or contribute to such differences  include, but are not
limited to, those  discussed in this section as well as those  identified in the
Company's  Annual  Report on Form 10-K for the year ended  December 31, 1995, as
filed with the Securities and Exchange Commission on March 27, 1996.

The  following  discussion  should  be read in  conjunction  with the  unaudited
condensed consolidated financial statements and notes thereto included in Part I
- Item 1 of  this  Quarterly  Report  and  the  audited  consolidated  financial
statements  and notes  thereto  and  Management's  Discussion  and  Analysis  of
Financial  Condition and Results of Operations  for the year ended  December 31,
1995 contained in the Company's 1995 Annual Report to Stockholders.  The results
for  the  three  and  nine  month  periods  ended  September  30,  1996  are not
necessarily  indicative of the results to be expected for the entire fiscal year
ending December 31, 1996.

Overview

On June 7, 1996, the Company acquired all of the outstanding  stock of NovelTech
Systems,  Inc.  ("NovelTech").  The purchase price of approximately $4.7 million
consisted  of a cash  payment  at  closing  of  $1.5  million,  issuance  of two
promissory  notes  valued at $750,000  each,  issuance of 146,342  shares of the
Company's  common stock valued at approximately  $1.48 million,  and acquisition
related costs of $210,000.

The second quarter of 1996 included a $4.6 million  one-time charge for acquired
in-process  technology related to the acquisition of NovelTech.  See "Charge for
Acquired In-Process Research and Development" below.

RESULTS OF OPERATIONS - THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996.

PRODUCT  REVENUES.  Product revenues for the third quarter of 1996 increased 42%
to  approximately  $8.1  million  from  approximately  $5.7 million in the third
quarter of 1995. The MAXline and Cell Analysis product families showed increased
levels of revenue.  MAXline product revenues increased  primarily due to greater
sales of SPECTRAmax products worldwide. Cell Analysis product revenues increased
due to the introduction of new products and increased  international  instrument
shipments.  Threshold product family revenues  decreased  primarily due to lower
shipments to the U.S.  Army and  decreased  revenues  from the sale of Threshold
products worldwide.

Product   revenues  for  the  first  nine  months  of  1996   increased  29%  to
approximately  $21.7 million from approximately $16.8 million in the same period
of 1995. The MAXline and Cell Analysis  product families showed increased levels
of  revenue.  MAXline  product  revenues  increased  primarily  due to  sales of
SPECTRAmax products worldwide and increased  penetration of all MAXline products
into the  international  distribution  channels.  Cell Analysis product revenues
increased due to the  introduction  of new products and increased  international
instrument shipments.  Threshold product family revenues decreased primarily due
to lower  shipments  to the U.S.  Army and  decreased  revenues from the sale of
threshold worldwide.

CONTRACT REVENUES. Contract revenues for the third quarter of 1996 decreased 84%
to approximately  $101,000 from  approximately  $635,000 in the third quarter of
1995.  Contract  revenues  for the first nine  months of 1996  decreased  85% to
approximately  $313,000  from  approximately  $2.1 million in the same period of
1995. The reduction in the contract revenue for both periods is due primarily to
the substantial completion of the Company's ARPA contract in late 1995.

GROSS MARGIN ON PRODUCT REVENUE.  The gross margin on product revenues decreased
to 61.6% in the third  quarter of 1996 from  62.7% in the third  quarter of 1995
due primarily to the introduction of new lower margin Cell Analysis products. In
addition,  the margin was  negatively  impacted by decreased  threshold  product
shipments which were largely offset by increased volume sales of existing higher
margin Cell Analysis products.

The gross margin on product revenues  declined to 62.5% in the first nine months
of 1996 from  63.5% in the same  period of 1995 due to the  introduction  of new
lower margin Cell Analysis products and decreased  Threshold product  shipments.
These decreases were partially  offset by margin growth resulting from increased
volume sales of existing higher margin Cell Analysis products.


                                      -7-

<PAGE>


COST OF CONTRACT  REVENUES.  The cost of contract revenues for the third quarter
of 1996 decreased 88% to approximately  $56,000 from approximately  $479,000 for
the third  quarter of 1995.  The cost of  contract  revenues  for the first nine
months of 1996 decreased 91% to approximately  $160,000 from  approximately $1.7
million in the same period of 1995.  The reduction in cost of contract  revenues
for  both  periods  is in line  with the  corresponding  reduction  in  contract
revenues.

COMPANY-FUNDED RESEARCH AND DEVELOPMENT. Company-funded research and development
expenses  for the third  quarter of 1996  increased  27% to  approximately  $1.2
million (14.6% of total product revenues) from approximately  $934,000 (16.3% of
total product revenues) for the third quarter of 1995.  Company-funded  research
and  development  expenses  for the first nine months of 1996  increased  25% to
approximately  $3.4 million (15.9% of total product revenues) from approximately
$2.8 million (16.4% of total product  revenues) for the same period of 1995. The
increased spending for both periods was due to the continued buildup of research
and  development   projects  focused  on  commercial  products   independent  of
government-funded research projects.

CHARGE FOR ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT.  The Company recorded a
charge of  approximately  $4.6 million  during the second quarter of 1996 due to
the write-off of acquired  in-process  research and  development and acquisition
related costs related to the Company's acquisition of NovelTech Systems, Inc. on
June 7, 1996. The acquired in-process  technology represents the appraised value
of technology  in the  development  stage that had not yet reached  economic and
technological feasibility and does not have alternative future uses. The Company
determined  this amount to be in-process  research and  development and recorded
the charge  based on,  among other  factors,  the stage of  development  of each
product acquired, the time and resources needed to complete product development,
expected income and associated  risks. A total of $150,000 of the purchase price
was  capitalized as completed  research and  development  and is being amortized
over two years, the estimated useful life of the acquired technology. See Note 3
of "Notes to  Condensed  Consolidated  Financial  Statements"  included  in Part
I-Item 1.

SELLING,  GENERAL  AND  ADMINISTRATIVE.   Selling,  general  and  administrative
expenses  for the third  quarter of 1996  increased  17% to  approximately  $2.5
million (31.3% of total product revenues) from approximately $2.2 million (37.7%
of total product revenues) for the third quarter of 1995.  Selling,  general and
administrative  expenses  for the first  nine  months of 1996  increased  12% to
approximately  $7.1 million (32.7% of total product  revenues) from $6.3 million
(37.6% of total  product  revenues)  for the same period of 1995.  The increased
spending  for both  periods is primarily  the result of  additional  spending on
marketing and sales related activities as the Company continued to expand market
coverage.

OTHER INCOME (EXPENSE),  NET. Net other income for the third quarter of 1996 was
approximately $261,000 as compared to net other expenses of $9,000 for the third
quarter  of 1995.  Net  other  income  for the  first  nine  months  of 1996 was
approximately $785,000 as compared to net other expense of approximately $51,000
for the same period of 1995. The increased other income for both periods relates
primarily to interest  income  earned on the proceeds of the  Company's  initial
public  offering  completed  in December  1995.  In addition,  interest  expense
decreased  as  the  proceeds  of  the  offering   were  used  to  repay  certain
interest-bearing debt instruments in December 1995.

PROVISION  FOR TAXES.  Income tax benefits of $178,000,  $241,000,  $394,000 and
$723,000 were recorded for the three and nine month periods ended  September 30,
1996,  and September  30, 1995,  respectively,  relating  primarily to a reduced
valuation  allowance on the  Company's  net deferred tax assets.  The income tax
benefits have the effect of increasing earnings for both periods.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash  equivalents  of $21.8  million at  September  30,
1996.  The  Company  generated  $3.0  million  and $64,000  from  operating  and
financing  activities,  respectively,  in the first nine  months of fiscal  1996
which were offset by $1.6 million used in investing activities related primarily
the acquisition of NovelTech and approximately $459,000 of capital spending.


                                      -8-

<PAGE>


The Company believes that its existing capital resources and cash expected to be
generated from future  operations  will be sufficient to fund its operations and
anticipated capital  expenditures  through at least 1997. However, the Company's
future  liquidity and capital  requirements  will depend upon numerous  factors,
including the resources the Company  devotes to  developing,  manufacturing  and
marketing its  products,  the extent to which the  Company's  products  generate
market acceptance and demand, potential acquisition opportunities that may arise
and other factors. As such, there can be no assurances that the Company will not
require additional financing within this time frame and, therefore,  the Company
may in the future seek to raise additional  funds through bank facilities,  debt
or equity offerings or other sources of capital.  Additional  funding may not be
available when needed or on terms acceptable to the Company,  which could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

FACTORS THAT MAY AFFECT FUTURE RESULTS

The  Company's  business,  financial  condition  and results of  operations  are
subject to various risk factors,  including  those described below and elsewhere
in this report.

     o     UNCERTAINTY OF FUTURE OPERATING  RESULTS.  Future  operating  results
           will  depend on many  factors,  including  demand  for the  Company's
           products,  the levels and timing of  government  and  private  sector
           funding  of life  sciences  research  activities,  the  timing of the
           introduction   of  new  products  by  the  Company  or  by  competing
           companies,  the integration of acquired  products and technology into
           manufacturing  and distribution  processes,  the Company's ability to
           control costs and its ability to attract and retain highly  qualified
           personnel.   Furthermore,   the   Company's   gross  margins  can  be
           significantly  affected by many factors,  including shifts in product
           mix,  the  mix  of  direct  sales  as  compared  with  sales  through
           distributors,  competitive price pressures or quarterly  fluctuations
           in sales levels relative to fixed costs.

     o     FLUCTUATIONS IN  QUARTERLY  OPERATING  RESULTS; LACK OF BACKLOG.  The
           Company   manufactures  its  products  to  forecast  rather  than  to
           outstanding  orders,  and products are typically shipped within 30 to
           90 days of purchase order receipt.  As a result, the Company does not
           believe the amount of backlog at any particular date is indicative of
           its future level of sales. The Company's manufacturing procedures may
           in certain instances create a risk of excess or inadequate  inventory
           levels if orders do not match forecasts. The Company's expense levels
           are based,  in part, on expected  future sales.  If sales levels in a
           particular quarter do not meet  expectations,  the Company may not be
           able to adjust operating expenses  sufficiently quickly to compensate
           for the  shortfall,  and the Company's  results of operations  may be
           materially  adversely  affected.  Many of the Company's  products are
           subject to long  customer  procurement  processes.  Accordingly,  the
           timing of capital equipment  purchases by customers is expected to be
           uneven and difficult to predict.  In addition,  a significant portion
           of the Company's  revenues is typically derived from sales of a small
           number of relatively  high-priced systems, and sales of such products
           may  increase as a  percentage  of revenue in the  future.  Delays in
           receipt  of  anticipated  orders  of  such  products  could  lead  to
           substantial  variability  from quarter to quarter.  In addition,  the
           Company has historically made a significant portion of each quarter's
           product  shipments  near  the end of the  quarter.  If  that  pattern
           continues,  even short  delays in the shipment of products at the end
           of a quarter  could  have a  material  adverse  effect on  results of
           operations  for that  quarter.  The Company  typically  experiences a
           decrease  in the  level of sales in the  first  calendar  quarter  as
           compared  to the fourth  quarter  of the  preceding  year  because of
           budgetary  and  capital  equipment  purchasing  patterns  in the life
           sciences  industry.  In 1995, the Company also experienced a decrease
           in  product  revenues  in the third  quarter  compared  to the second
           quarter,  related  to  seasonality  primarily  associated  with lower
           European and academic sales during the summer  months.  The Company's
           product  revenues  increased in the third quarter of 1996 compared to
           the second quarter of 1996 primarily due to the  introduction  of new
           Cell  Analysis  products.  The  Company,  however,  expects the third
           quarter  seasonality trend to continue in future years as the Company
           increases its efforts to penetrate  international markets.  Operating
           results in any  period  should not be  considered  indicative  of the
           results to be expected for any future period.

     o     DEPENDENCY  ON NEW PRODUCTS;  RAPID  TECHNOLOGICAL  CHANGE.  The life
           sciences   instrumentation   market   is   characterized   by   rapid
           technological  change and  frequent  new product  introductions.  The
           Company's  future  success  will depend on its ability to enhance its
           current products and to develop and introduce, on a timely basis, new
           products that address the evolving needs of its customers.

                                      -9-

<PAGE>


     o     OTHER FACTORS.  The Company's business is affected by  other factors,
           including:  (i) the possibility that the introduction or announcement
           of new products would render existing  products obsolete or result in
           a delay or decrease in purchase  orders for existing  products;  (ii)
           the  extent to which and the timing in which the  Company's  products
           achieve market acceptance; (iii) the capital spending policies of the
           Company's  customers (which depend on various factors,  including the
           resources available to such customers,  the spending priorities among
           various  types  of  research  equipment  and the  policies  regarding
           capital  expenditures during recessionary  periods),  including those
           policies of universities,  government research laboratories and other
           institutions  whose  funding is dependent  on grants from  government
           agencies;  (iv) competition;  (v) the Company's ability to obtain and
           maintain patent and other  intellectual  property  protection for its
           products and  technology;  (vi) the Company's  ability to obtain in a
           timely  manner  certain  components  used in its  products  which are
           currently  obtained  from  single  sources;   (vii)  compliance  with
           governmental  regulations,  including those promulgated by the United
           States Food and Drug  Administration  and  similar  state and foreign
           agencies;  and (viii) the extent of the  Company's  sales outside the
           Untied States, which involve certain specific risks,  including risks
           related to currency fluctuations,  imposition of government controls,
           export  license  requirements,  restrictions  on export  of  critical
           technology,  political and economic  instability or conflicts,  trade
           restrictions,  changes in tariffs and taxes, difficulties in staffing
           and managing international  operations and international  distributor
           relationships and general economic conditions.




                                      -10-


<PAGE>


                          MOLECULAR DEVICES CORPORATION


PART II.      OTHER INFORMATION


ITEM 1.       LEGAL PROCEEDINGS

The Company is not currently a party to any material legal proceedings.


ITEM 2.       CHANGES IN SECURITIES

None.


ITEM 3.       DEFAULTS ON SENIOR SECURITIES

None.


ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


ITEM 5.       OTHER INFORMATION

None.


ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a)  EXHIBITS

                     None

              (b)  REPORTS ON FORM 8-K

                   A Report on Form 8-K dated June 7, 1996 was filed on June 21,
                   1996. An amended  Report on Form 8-K dated June 7, 1996,  was
                   filed on August 13, 1996.


                                      -11-

<PAGE>


                                    SIGNATURE

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


                             MOLECULAR DEVICES CORPORATION


                             By:  Andrew Galligan
                             ---------------------------------------------------
                             Vice President, Finance and Chief Financial Officer
                             (Principal Financial and Accounting Officer)

                             Date:  November 13, 1996


                                      -12-