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, 1998

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 8,  1998,  9,380,815  shares of the  Registrant's  Common  Stock  were
outstanding.


<PAGE>


                          MOLECULAR DEVICES CORPORATION

                 FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1998

                                      INDEX


                                                                            PAGE
PART I.   FINANCIAL INFORMATION                                           NUMBER

ITEM 1.   FINANCIAL STATEMENTS

          CONDENSED CONSOLIDATED BALANCE SHEETS
          March 31, 1998 and December 31, 1997..............................   3

          CONDENSED CONSOLIDATED STATEMENTS OF INCOME
          Three Months Ended March 31, 1998 and 1997........................   4

          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
          Three Months Ended March 31, 1998 and 1997........................   5

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

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



PART II.  OTHER INFORMATION

          ITEM 1.     LEGAL PROCEEDINGS ....................................  12

          ITEM 2.     CHANGES IN SECURITIES.................................  12

          ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.......................  12

          ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF
                      SECURITY HOLDERS......................................  12

          ITEM 5.     OTHER INFORMATION.....................................  12

          ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K......................  12

SIGNATURE             ......................................................  13


                                       2
<PAGE>

                          PART I: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                          MOLECULAR DEVICES CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
               (In thousands, except share and per share amounts)


                                                      March 31,     December 31,
                                                        1998            1997
                                                      ---------        --------
ASSETS:                                                      (unaudited)
 Current assets:
   Cash and cash equivalents                           $ 29,393         $ 26,773
   Accounts receivable, net                               8,687            8,899
   Inventories                                            3,821            3,465
   Deferred tax asset                                     1,702            1,867
   Other current assets                                     263              122
                                                       --------         --------
      Total current assets                               43,866           41,126
                                                                   
 Equipment and leasehold  improvements, net               1,386            1,497
 Other assets                                               150              168
                                                       --------         --------
                                                       $ 45,402         $ 42,791
                                                       ========         ========
                                                                   
LIABILITIES AND STOCKHOLDERS' EQUITY                               
 Current liabilities:                                               
   Accounts payable                                    $  2,351         $  1,316
   Accrued liabilities                                    3,005            3,050
   Deferred revenue                                       1,200            1,008
                                                       --------         --------
      Total current liabilities                           6,556            5,374
                                                                   
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; 9,366,278 and 9,331,599                         
  shares issued and outstanding, at March 31, 1998                   
  and December 31, 1997, respectively                        9                9
 Additional paid-in capital                             40,981           40,302
 Accumulated deficit                                    (1,132)          (2,546)
 Deferred compensation                                    (701)            (148)
 Accumulated translation adjustment                       (311)            (200)
                                                      --------         --------
      Total stockholders' equity                        38,846           37,417
                                                      --------         --------
                                                      $ 45,402         $ 42,791
                                                      ========         ========
                                                                   
        The accompanying notes are an integral part of these statements.


                                       3
<PAGE>


                          MOLECULAR DEVICES CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)
                                   (unaudited)



                                                            Three Months Ended
                                                                  March 31,
                                                               1998        1997
                                                           --------------------
TOTAL REVENUES                                             $ 10,346    $  8,306

TOTAL COST OF REVENUES                                        3,713       3,191
                                                           --------    --------
GROSS MARGIN                                                  6,633       5,115
                                                           --------    --------
OPERATING EXPENSES:
 Research and development                                     1,384       1,078
 Selling, general and administrative                          3,308       2,661
                                                           --------    --------
   Total operating expenses                                   4,692       3,739
                                                           --------    --------
INCOME FROM OPERATIONS                                        1,941       1,376
Other income, net                                               358         281
                                                           --------    --------
INCOME BEFORE TAXES                                           2,299       1,657
Income tax provision                                           (885)       (630)
                                                           --------    --------
NET INCOME                                                 $  1,414    $  1,027
                                                           ========    ========
BASIC AND DILUTED NET INCOME PER SHARE                     $   0.15    $   0.11
                                                           ========    ========
SHARES USED IN COMPUTING BASIC NET INCOME PER SHARE           9,361       9,025
                                                           ========    ========
SHARES USED IN COMPUTING DILUTED NET INCOME PER SHARE         9,737       9,656
                                                           ========    ========

        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>


                          MOLECULAR DEVICES CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (unaudited)

                                                            Three Months Ended
                                                                  March 31,
                                                            1998           1997
                                                        ------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                               
Net income                                              $  1,414       $  1,027
Adjustments to reconcile net income to net                          
  cash used in operating activities:                                  
   Depreciation and amortization                             195            159
   Amortization of deferred compensation                      25             34
   Loss on disposal of fixed assets                         --               15
    (Increase) decrease in assets:                                      
      Accounts receivable                                    212           (437)
      Inventories                                           (356)          (701)
      Deferred tax asset                                     165            257
      Other current assets                                  (141)          (166)
  Increase (decrease) in liabilities:                                 
     Accounts payable                                      1,035            676
     Accrued liabilities                                     (45)          (749)
     Deferred revenue                                        192            155
                                                        --------       ---------
Net cash provided by operating activities                  2,696            270
                                                        --------       ---------
                                                                    
CASH FLOWS FROM INVESTING ACTIVITIES:                               
Capital expenditures                                         (84)          (115)
Other assets                                                  18             22
                                                        --------       ---------
Net cash used in investing activities                        (66)           (93)
                                                        --------       ---------
                                                                    
CASH FLOWS FROM FINANCING ACTIVITIES:                               
Repayment of promissory notes                               --           (1,500)
Issuance of common stock, net                                101            182
                                                        --------       ---------
Net cash provided by (used in) financing activities          101         (1,318)
                                                        --------       ---------
                                                                    
EFFECT OF EXCHANGE RATE CHANGES ON CASH:                    (111)           (62)
                                                        --------       ---------
                                                                    
Net increase (decrease) in cash and cash equivalents       2,620         (1,203)
Cash and cash equivalents at beginning of period          26,773         23,727
                                                        --------       ---------
Cash and cash equivalents at end of period              $ 29,393       $ 22,524
                                                        ========       =========
                                                                 
        The accompanying notes are an integral part of these statements.

                                       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.  It is suggested that these  condensed  consolidated  financial
statements 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, 1997.

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, 1998
are not  necessarily  indicative  of the results to be  expected  for the entire
fiscal year ending December 31, 1998.

Certain  reclassifications  have been made to the financial  statements  for the
three month period  ended March 31, 1997 to conform  with the 1998  presentation
for those periods.

Note 2.  New Accounting Standards

As of January 1, 1998,  the Company  adopted  Statement of Financial  Accounting
Standards No. 130 (SFAS 130).  SFAS 130  establishes new rules for the reporting
and display of comprehensive income and its components; however, the adoption of
this  Statement  had no  impact on the  Company's  net  income or  stockholders'
equity.  SFAS 130 requires  unrealized gains or losses on the Company's  foreign
currency  translation  adjustments,   which  prior  to  adoption  were  reported
separately  in  stockholders'  equity,  to be  included  in other  comprehensive
income. Comprehensive income was approximately $1.3 million and $989,000 for the
three month periods ended March 31, 1998 and 1997, respectively.

                                       6
<PAGE>

Note 3. Inventories

Inventories consist of (in thousands):

                                         March 31, 1998        December 31, 1997
                                         --------------        -----------------

Finished goods                           $        2,123            $       2,051
Work in process                                     646                      565
Raw materials and subassemblies                   1,052                      849
                                         --------------            -------------
                                         $        3,821            $       3,465
                                         ==============            =============


Note 4. Net Income Per Share

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

                                       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
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, 1997 as
filed with the Securities and Exchange Commission on March 26, 1998.

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,
1997 contained in the Company's 1997 Annual Report to Stockholders.  The results
for the first quarter of 1998 are not  necessarily  indicative of the results to
be expected for the entire fiscal year ending December 31, 1998.

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 1998 AND 1997

REVENUES.  Revenues for the first quarter of 1998 increased 25% to approximately
$10.3 million from  approximately $8.3 million in the first quarter of 1997. The
Maxline and Threshold  product families showed increased levels of revenue while
Cell Analysis  product  family revenue  decreased  nominally.  Maxline  revenues
increased  primarily due to greater sales of new SPECTRAmax  products worldwide.
Threshold  revenues  improved  primarily due to increased volume of shipments to
both  commercial  and  military  customers  worldwide.  Cell  Analysis  revenues
decreased  nominally  as a result  of  decreased  volume  shipments  which  were
partially offset by increased unit selling prices.

GROSS MARGIN. The Company generated stronger margins of 64% in the first quarter
of 1998 as compared  to 62% in the first  quarter of 1997 due  primarily  to the
continued strength of new SPECTRAmax products.

RESEARCH  AND  DEVELOPMENT.  Research  and  development  expenses  for the first
quarter of 1998  increased  28% to  approximately  $1.4 million  (13.4% of total
revenue) from  approximately $1.1 million (13.0% of total revenue) for the first
quarter of 1997.  This increased  spending is primarily the result of additional
headcount and increased expenditures on development of new products.

SELLING,  GENERAL  AND  ADMINISTRATIVE.   Selling,  general  and  administrative
expenses  for the first  quarter of 1998  increased  24% to  approximately  $3.3
million (32.0% of total revenue) from approximately $2.7 million (32.0% of total
revenue) for the first quarter of 1997. This increased spending is primarily the
result of  additional  expenditures  on  marketing,  sales and  service  related
activities as the Company continued to expand market coverage. In addition,  the
first quarter of 1998 includes  approximately $300,000 of charges related to the
recruitment and hiring of the new Chief Executive Officer of the Company.

OTHER INCOME (NET).  Net other income for the first quarter of 1998 increased by
27% to approximately  $358,000 from approximately $281,000 for the first quarter
of  1997  primarily  due to  increased  cash  balances  (provided  primarily  by
operations) in the first quarter of 1998 as compared to 1997.

                                       8
<PAGE>

INCOME TAX PROVISION. The Company recorded income tax provisions of $885,000 and
$630,000,  respectively,  for the  first  quarter  of 1998  and  1997  based  on
effective tax rates of 38.5% and 38%, respectively.  The increased effective tax
rate for the first quarter of 1998 relates primarily to anticipated proportional
decreased benefits from the Company's Foreign Sales Corporation.

Liquidity and Capital Resources

The Company had cash and cash  equivalents  of  approximately  $29.4  million at
March  31,  1998.  During  the  first  quarter  of 1998  the  Company  generated
approximately  $2.7 million and  $101,000,  respectively,  from  operations  and
financing  activities  as  partially  offset by  approximately  $66,000  used in
investing  activities.  The cash flow from operations  relates  primarily to the
Company's  earnings as well as increased accounts payable and decreased accounts
receivable  balances at March 31, 1998. The cash flow from financing  activities
relates  solely to stock  option  exercises  while  the cash  used in  investing
activities relates primarily to capital additions.

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 1999. 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 

                                       9
<PAGE>


         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  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. 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.  There can be no assurances  that the vendors of
         the Company will be in compliance,  and the Company has no control over
         whether   such  vendors   will  be  in   compliance,   with  year  2000
         requirements.  Any failure on the part of the  Company's  vendors could
         materially adversely effect the Company's business, financial condition
         and results of operations.

      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 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) 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
         Sates  Food and Drug  Administration  and  similar  state  and  foreign
         agencies;  and (viii) 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 

                                       10
<PAGE>

         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.

                                       11
<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 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

                   *10.19 Key Employee Agreement for Joseph D. Keegan

                    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, 1998.

*Management contract


                                       12
<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

                                             (Duly   Authorized   and  Principal
                                             Financial and Accounting Officer)

                                             Date: May 13, 1998


                                       13