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 March 31, 1999

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 May 10,  1999,  9,560,121  shares of the  Registrant's  Common  Stock were
outstanding.


<PAGE>


                          Molecular Devices Corporation

                 FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1999

                                      Index


                                                                            PAGE
PART I.  FINANCIAL INFORMATION                                            NUMBER

ITEM 1.  FINANCIAL STATEMENTS

         CONDENSED CONSOLIDATED BALANCE SHEETS
         March 31, 1999 and December 31, 1998................................  3

         CONDENSED CONSOLIDATED STATEMENTS OF INCOME
         Three Months Ended March 31, 1999 and 1998..........................  4

         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         Three Months Ended March 31, 1999 and 1998..........................  5

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS................  6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.................................  8

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
         ABOUT MARKET RISK................................................... 11



PART II. OTHER INFORMATION

         ITEM 1.     LEGAL PROCEEDINGS ...................................... 13

         ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS............... 13

         ITEM 3.     DEFAULTS UPON SENIOR SECURITIES......................... 13

         ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF
                     SECURITY HOLDERS........................................ 13

         ITEM 5.     OTHER INFORMATION....................................... 13

         ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K........................ 13

SIGNATURE.................................................................... 14


                                       2
<PAGE>


<TABLE>
                                                    PART I: FINANCIAL INFORMATION

                                                    ITEM 1: FINANCIAL STATEMENTS

                                                    MOLECULAR DEVICES CORPORATION
                                                CONDENSED CONSOLIDATED BALANCE SHEETS

                                         (In thousands, except share and per share amounts)

<CAPTION>
                                                                                                   March 31,            December 31,
                                                                                                     1999                   1998
                                                                                                    --------               --------
ASSETS:                                                                                           (unaudited)
<S>                                                                                                 <C>                    <C>     
  Current assets:
    Cash and cash equivalents                                                                       $ 33,947               $ 32,689
    Accounts receivable, net                                                                          12,992                 12,958
    Inventories                                                                                        4,573                  4,055
    Deferred tax asset                                                                                 2,080                  1,630
    Other current assets                                                                                 594                    688
                                                                                                    --------               --------
      Total current assets                                                                            54,186                 52,020

  Equipment and leasehold  improvements, net                                                           1,915                  2,115
  Other assets                                                                                           359                    270
                                                                                                    --------               --------
                                                                                                    $ 56,460               $ 54,405
                                                                                                    ========               ========

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
    Accounts payable                                                                                $  2,862               $  2,135
    Accrued liabilities                                                                                3,894                  4,945
    Deferred revenue                                                                                   1,582                  1,502
                                                                                                    --------               --------
      Total current liabilities                                                                        8,338                  8,582

  Stockholders' equity:
    Preferred stock, no par value; 3,000,000 authorized
      no shares issued or outstanding                                                                   --                     --
    Common stock, $.001 par value; 30,000,000
      shares authorized; 9,551,951 and 9,476,062
      shares issued and outstanding at March 31, 1999
      and December 31, 1998, respectively                                                                  9                      9
    Additional paid-in capital                                                                        42,768                 42,391
    Retained Earnings                                                                                  6,209                  4,235
    Deferred compensation                                                                               (478)                  (586)
    Accumulated other comprehensive income                                                              (386)                  (226)
                                                                                                    --------               --------
      Total stockholders' equity                                                                      48,122                 45,823
                                                                                                    --------               --------
                                                                                                    $ 56,460               $ 54,405
                                                                                                    ========               ========

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

 .

                                       3
<PAGE>




                          MOLECULAR DEVICES CORPORATION

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                    (In thousands, except per share amounts)
                                   (unaudited)


                                                              Three Months Ended
                                                                  March 31,
                                                                1999      1998
                                                              -------    -------

TOTAL REVENUES                                                $13,507    $10,346

TOTAL COST OF REVENUES                                          5,264      3,713
                                                              -------    -------

GROSS MARGIN                                                    8,243      6,633
                                                              -------    -------

OPERATING EXPENSES:
  Research and development                                      1,590      1,384
  Selling, general and administrative                           3,865      3,308
                                                              -------    -------

    Total operating expenses                                    5,455      4,692
                                                              -------    -------

INCOME FROM OPERATIONS                                          2,788      1,941
Other income, net                                                 421        358
                                                              -------    -------

INCOME BEFORE TAXES                                             3,209      2,299
Income tax provision                                            1,235        885
                                                              -------    -------

NET INCOME                                                    $ 1,974    $ 1,414
                                                              =======    =======

BASIC  NET INCOME PER SHARE                                   $  0.21    $  0.15
                                                              =======    =======

DILUTED NET INCOME PER SHARE                                  $  0.20    $  0.15
                                                              =======    =======

SHARES USED IN COMPUTING BASIC NET INCOME PER SHARE             9,528      9,361
                                                              =======    =======

SHARES USED IN COMPUTING DILUTED NET INCOME PER SHARE           9,963      9,737
                                                              =======    =======


        The accompanying notes are an integral part of these statements.


                                       4
<PAGE>




<TABLE>
                                                    MOLECULAR DEVICES CORPORATION

                                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                           (In thousands)
                                                             (unaudited)

<CAPTION>
                                                                                                        Three Months Ended
                                                                                                              March 31,
                                                                                                     1999                    1998
                                                                                                   --------                --------
<S>                                                                                                <C>                     <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                                         $  1,974                $  1,414
Adjustments to reconcile net income to net
  cash used in operating activities:
  Depreciation and amortization                                                                         189                     195
  Amortization of deferred compensation                                                                 108                      25
  Loss on disposal of fixed asset                                                                      --                      --
    (Increase) decrease in assets:
      Accounts receivable                                                                               (34)                    212
      Inventories                                                                                      (518)                   (356)
      Deferred tax asset                                                                               (450)                    165
      Other current assets                                                                               94                    (141)
  Increase (decrease) in liabilities:
      Accounts payable                                                                                  727                   1,035
      Accrued liabilities                                                                            (1,051)                    (45)
      Deferred revenue                                                                                   80                     192
                                                                                                   --------                --------
Net cash provided by operating activities                                                             1,119                   2,696
                                                                                                   --------                --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                                                     12                     (84)
Other assets                                                                                            (89)                     18
                                                                                                   --------                --------
Net cash used in investing activities                                                                   (77)                    (66)
                                                                                                   --------                --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of promissory notes                                                                          --                      --
Issuance of common stock, net                                                                           377                     101
                                                                                                   --------                --------
Net cash provided by (used in) financing activities                                                     377                     101
                                                                                                   --------                --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH:                                                               (161)                   (111)
                                                                                                   --------                --------

Net increase (decrease) in cash and cash equivalents                                                  1,258                   2,620
Cash and cash equivalents at beginning of period                                                     32,689                  26,773
                                                                                                   --------                --------
Cash and cash equivalents at end of period                                                         $ 33,947                $ 29,393
                                                                                                   ========                ========

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


                                       5
<PAGE>




                          Molecular Devices Corporation

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)


Note 1. Basis of Presentation

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 on Form 10-K for the fiscal year ended
December 31, 1998, as filed with the Securities and Exchange Commission on March
26, 1999.

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 month period ended March 31, 1999
are not  necessarily  indicative  of the results to be  expected  for the entire
fiscal year ending December 31, 1999.


Note 2.  New Accounting Standards

In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
of Accounting Standards (SFAS) No. 133,  "Accounting for Derivative  Instruments
and  Hedging  Activities".  We are  required  to adopt SFAS No. 133 for the year
ending  December 31, 2000.  SFAS No. 133  establishes  methods of accounting for
derivative  financial  instruments  and  hedging  activities  related  to  those
instruments  as well as other hedging  activities.  Because we currently hold no
derivative  financial  instruments  and  do  not  currently  engage  in  hedging
activities,  adoption of SFAS No. 133 is expected to have no material  impact on
our financial condition or results of operations.


Note 3.  Comprehensive Income

Statement of Financial Accounting Standards No. 130 requires unrealized gains or
losses on the Company's  foreign  currency  translation  adjustments,  which are
reported   separately  in  stockholders'   equity,   to  be  included  in  other
comprehensive  income.  Comprehensive  income was approximately $1.9 million and
$1.3  million  for the  three  month  periods  ended  March  31,  1999 and 1998,
respectively.


                                       6
<PAGE>




Note 4. Inventories

Inventories consist of (in thousands):

                                              March 31, 1999   December 31, 1998
                                              --------------   -----------------
                                               (unaudited)

Finished goods                                   $1,556              $1,660
Work in process                                     761                 602
Raw materials and subassemblies                   2,256               1,793
                                                 ------              ------
                                                 $4,573              $4,055
                                                 ======              ======


Note 5. Net Income Per Share

Basic net income per share is  computed  using the  weighted  average  number of
shares of common stock  outstanding and diluted net income per share is computed
using the  weighted  average  number of shares of common stock  outstanding  and
dilutive  common  equivalent  shares from  outstanding  stock options (using the
treasury stock method). Computation of earnings per share is as follows:


<TABLE>
                                 MOLECULAR DEVICES CORPORATION
                               COMPUTATION OF EARNINGS PER SHARE

<CAPTION>
                                                                      Three Months Ended
                                                                           March 31,
                                                                        1999        1998
                                                                       ------      ------
                                                                           (unaudited)
<S>                                                                    <C>         <C>   
Net Income                                                             $1,974      $1,414
                                                                       ======      ======

Denominator for basic EPS - weighted average common shares
  outstanding                                                           9,528       9,361

Effect of dilutive securities - employee stock options                    435         376
                                                                       ------      ------

Denominator for diluted EPS - weighted average common shares
  outstanding plus dilutive securities                                  9,963       9,737
                                                                       ======      ======

BASIC NET INCOME PER SHARE                                             $ 0.21      $ 0.15
                                                                       ======      ======

DILUTED NET INCOME PER SHARE                                           $ 0.20      $ 0.15
                                                                       ======      ======
</TABLE>


                                       7
<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
words "expect,"  "integrate,"  "believe," "intends," and words of similar import
are intended to identify those  statements as  forward-looking  statements.  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, 1998 as
filed with the Securities and Exchange Commission on March 26, 1999.

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,
1998  contained in the  Company's  Annual Report on Form 10-K for the year ended
December 31, 1998 as filed with the Securities and Exchange  Commission on March
26,  1999.  The  results  for the  first  quarter  of 1999  are not  necessarily
indicative  of the  results to be  expected  for the entire  fiscal  year ending
December 31, 1999.

Results of Operations - Three months ended March 31, 1999 and 1998

REVENUES.  Revenues for the first quarter of 1998 increased 31% to approximately
$13.5 million from approximately $10.3 million in the first quarter of 1998. The
Maxline and Cell Analysis  product  families both generated  increased levels of
revenue  which  was  partially  offset by  decreased  Threshold  product  family
revenues.  Maxline and Cell Analysis revenues increased primarily due to greater
sales of new SPECTRAmax and FLIPR products,  respectively,  worldwide. Threshold
revenues  declined  primarily  as a result of  decreased  demand  from  military
customers worldwide.

GROSS MARGIN. The Company's gross margin declined to 61% in the first quarter of
1999 as compared to 64% in the first quarter of 1998.  This planned  decline was
due primarily to a high volume of lower margin FLIPR  products (384 upgrades) as
the Company's FLIPR  production  capacity was able to satisfy backlog demand for
this product during the quarter.

RESEARCH  AND  DEVELOPMENT.  Research  and  development  expenses  for the first
quarter of 1999  increased  15% to  approximately  $1.6 million  (11.8% of total
revenue) from  approximately $1.4 million (13.4% of total revenue) for the first
quarter of 1998.  This increased  spending is primarily the result of additional
personnel  and increased  expenditures  on the  development  of new products and
product line extensions.

SELLING,  GENERAL  AND  ADMINISTRATIVE.   Selling,  general  and  administrative
expenses  for the first  quarter of 1999  increased  17% to  approximately  $3.9
million (28.6% of total revenue) from approximately $3.3 million (32.0% of total
revenue) for the first quarter of 1998. This increased spending is primarily the
result of  additional  expenditures  on  marketing,  sales and  service  related
activities,  including additional personnel, as the Company continued efforts to
expand worldwide market coverage.


                                       8
<PAGE>




OTHER INCOME (NET).  Net other income for the first quarter of 1999 increased by
18% to approximately  $421,000 from approximately $358,000 for the first quarter
of 1998 primarily due to interest  earned on increased  cash balances  (provided
primarily by operations) in the first quarter of 1999 as compared to 1998.

INCOME  TAX   PROVISION.   The  Company   recorded   income  tax  provisions  of
approximately $1.2 million and $885,000,  respectively, for the first quarter of
1999 and 1998 based on an effective tax rate of 38.5%.

Liquidity and Capital Resources

The Company had cash and cash  equivalents  of  approximately  $33.9  million at
March 31,  1999.  During  the  first  quarter  of 1999,  the  Company  generated
approximately  $1.1 million and  $377,000,  respectively,  from  operations  and
financing  activities  as  partially  offset by  approximately  $77,000  used in
investing  activities.  The cash flow from operations  relates  primarily to the
Company's  earnings as partially  offset by increased  inventory  and  decreased
accrued  liabilities  balances at March 31, 1999.  The cash flow from  financing
activities  relates  solely to stock  option  exercises,  while the cash used in
investing activities relates primarily to increased other assets.

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  for the  foreseeable  future.  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 in the future
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  and 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


                                       9
<PAGE>




     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. However, the timing of
     capital  equipment  purchases  by  customers  is  expected to be uneven and
     difficult to predict.  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  for  that  quarter  may  be  materially  adversely
     affected.  Many of the  Company's  products  are  subject to long  customer
     procurement processes.  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.  Furthermore,  the Company has historically  received  purchase
     orders and 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  receipt of orders or  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.  The  Company  also  typically
     experiences 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.  Revenues for the
     third quarter of 1998 nominally  exceeded  second quarter 1998 revenues due
     to the  phasing in of new  products.  The Company  believes  that the third
     quarter  seasonality trend may recur in the future as the Company increases
     efforts to further  penetrate  European  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.

o    Reliance on Sole Source Suppliers. Certain components used in the Company's
     products are  currently  purchased  from single  sources.  Any delay in the
     manufacture  of such  components  could  materially  adversely  affect  the
     Company's business, financial condition and results of operations.

o    Year 2000  Compliance.  The  Company  has a Year 2000  project  in place to
     address  the  potential  exposures  related to the  impact on its  computer
     systems and  scientific and  manufacturing  equipment  containing  computer
     related  components for the Year 2000 and beyond.  The Company is currently
     assessing  its  internal  and  external  Year 2000 risks and  continues  to
     monitor,  validate and implement the  identified  corrective  actions.  The
     Company's  internal business systems have been reviewed and plans are being
     defined to achieve Year 2000 compliance.  Testing of the Company's business
     critical  application  programs  began in the fourth quarter of 1998 and is
     scheduled to be complete by the third  quarter of 1999.  Any failure on the
     part of the Company to identify  and correct  Year 2000  compliance  issues
     related  to  the  Company's  internal  business  systems  could  materially
     adversely affect the Company's business, financial condition and results of
     operation.

     All of the Company's products that are currently manufactured and supported
     are Year 2000 compliant.  There is an installed base of Company products no
     longer  distributed that are not Year 2000 compliant,  all of which have an
     identified  upgrade  path  which our  customers  can  purchase  to  achieve
     compliance.


                                       10
<PAGE>




     In addition to risks  associated  with the Company's own computer  systems,
     equipment  and  products,  the Company has  relationships  with,  and is to
     varying  degrees  dependent  upon,  a large  number of third  parties  that
     provide  information,  goods and  services to the  Company.  These  include
     financial   institutions,   suppliers,   vendors,   governmental  entities,
     distributors and customers.  If significant  numbers of these third parties
     experience failures in their computer systems or equipment due to Year 2000
     non-compliance,   it  could  affect  the   company's   ability  to  process
     transactions,  manufacture  products,  or engage in similar normal business
     activities.  While  many of these  risks are  outside  the  control  of the
     Company,  the Company has instituted  programs,  including internal records
     review and use of external  questionnaires,  to identify key third parties,
     assess their level of Year 2000  compliance and address any  non-compliance
     issues.

     At this time, the Company  believes  there are no  significant  incremental
     costs   anticipated  to  achieve  both  internal  and  external  Year  2000
     compliance.  The  total  cost of the  Year  2000  systems  assessments  and
     conversions is being funded through operating cash flows and the Company is
     expensing  these  costs  as they are  incurred.  However,  there  can be no
     assurances  that the third parties of the Company will be in compliance and
     the Company  has no control  over  whether  such third  parties  will be in
     compliance  with Year 2000  requirements.  Any  failure  on the part of the
     Company's  third  parties,  which  could  include  inability  to deliver or
     purchase product, could materially adversely affect the Company's business,
     financial condition and results of operations.

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  in the life
sciences  instrumentation market which is highly competitive and expected by the
Company to increase; (v) the Company's ability to obtain and maintain patent and
other  intellectual  property  protection for its products and technology;  (vi)
compliance with  governmental  regulations,  including those  promulgated by the
United  Sates  Food  and Drug  Administration  and  similar  state  and  foreign
agencies; and (vii) the extent of the Company's sales outside the United 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 and
difficulties in staffing and managing international operations and international
distributor relationships.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk,  including  changes in interest rates and
foreign  currency  exchange  rates.  The  primary  objective  of  the  Company's
investment activities is to preserve principal while at the same time maximizing
the income we receive  from our  investments  without  significantly  increasing
risk.  A  discussion  of  the  Company's   accounting   policies  for  financial
instruments  and further  disclosures  relating  to  financial  institutions  is
included in the Summary of Significant  Accounting Policies note in the Notes to
Consolidated  Financial  Statements  included in the Company's  Annual Report on
Form 10-K for the fiscal year ended  December 31, 1998.  The Company's  interest
income is sensitive to changes in the general level of interest rates, primarily
U.S.  interest rates. In this regard,  changes in U.S. interest rates affect the
interest  earned on the  Company's  cash  equivalents.  The


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<PAGE>


Company  invests its excess cash primarily in demand deposits with United States
banks and money market  accounts and short-term  securities.  These  securities,
consisting  of  commercial  paper and U.S.  government  agency  securities,  are
carried  at market  value  (which  approximate  cost),  typically  mature or are
redeemable  within 90 days,  and bear  minimal  risk.  The Company is exposed to
changes in exchange  rates in Europe  (primarily the United Kingdom and Germany)
and Canada.  All export  sales,  with the  exception of sales into  Canada,  are
denominated  in U.S.  dollars and bear no exchange  rate risk.  Gains and losses
resulting from foreign currency transactions in Canada have been immaterial.


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<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 AND USE OF PROCEEDS

The Company  entered into  employment  arrangements  with each of Mr.  Joseph D.
Keegan,  Mr.  Timothy A. Harkness and Mr. John S. Senaldi  pursuant to which the
Company is obligated to issue to each such officer shares of its Common Stock in
exchange for services rendered.  As a result of these arrangements,  the Company
issued  shares of its Common  Stock to these  officers  on the dates and amounts
indicated  below in  reliance on the  exemption  from  registration  afforded by
Section 4(2) of the Securities Act of 1993, as amended.

                                   Number of Shares          Date of Issue

         Mr. Keegan                          3,750               03/31/99
         Mr. Harkness                        1,250               01/09/99
         Mr. Senaldi                           312               02/06/99


ITEM 3. DEFAULTS UPON 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

                    27.1     Financial Data Schedule

              (b)   Reports on Form 8-K

                    No reports on Form 8-K were filed by the Company  during the
                    quarter ended March 31, 1999.


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<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: /s/ Timothy A. Harkness
                                        ----------------------------------------
                                        Vice President, Finance and Chief
                                        Financial Officer
                                        (Duly Authorized and Principal Financial
                                        and Accounting Officer)


                                    Date:  May 12, 1999


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