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, 1997

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 10, 1997,  9,309,460 shares of the Registrant's Common Stock were
outstanding.


<PAGE>

<TABLE>
                          MOLECULAR DEVICES CORPORATION

               FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1997

                                      INDEX


<CAPTION>
                                                                                                  PAGE
                                                                                                 NUMBER

<S>           <C>                                                                                 <C>    
PART I.  FINANCIAL INFORMATION

              ITEM 1.    FINANCIAL STATEMENTS (Unaudited)

                         CONDENSED CONSOLIDATED BALANCE SHEETS
                         September 30, 1997 and December 31, 1996............................       3

                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                         Three and Nine Months Ended September 30, 1997 and 1996.............       4

                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                         Nine Months Ended September 30, 1997 and 1996.......................       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.........................................................      10



PART II.  OTHER INFORMATION


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

              ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS...........................      11

              ITEM 3.    DEFAULTS UPON 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>



<PAGE>

<TABLE>
                         PART I: FINANCIAL INFORMATION

                          ITEM I: FINANCIAL STATEMENTS

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


<CAPTION>
                                                                September 30,            December 31,
                                                                    1997                    1996
                                                                -------------           -------------
                                                               (unaudited)

<S>                                                               <C>                     <C>       
ASSETS:                                                                       
 Current assets:
  Cash and cash equivalents                                       $   23,724              $   23,727
  Accounts receivable, net                                             8,109                   5,396
  Inventories                                                          4,318                   2,470
  Deferred tax assets                                                  2,305                   3,216
  Other current assets                                                   117                     142
                                                                  ----------              ----------
     Total current assets                                             38,573                  34,951
 
Equipment and leasehold improvements, net                              1,599                   1,632
Other assets                                                             189                     250
                                                                  ----------              ----------
                                                                  $   40,361              $   36,833
                                                                  ==========              ==========
LIABILITIES AND STOCKHOLDERS' EQUITY:
 Current liabilities:
  Accounts payable                                                $    2,268              $    1,933
  Accrued liabilities                                                  3,478                   3,527
  Deferred revenue                                                       830                     596
  Current Obligations under Promissory Notes                              --                   1,500
                                                                  ----------              ----------
     Total current liabilities                                         6,576                   7,556

 Stockholders' equity:
  Preferred stock, no par value; 3,000,000                                 
    authorized; no shares outstanding                                     --                      --
  Common stock, $.001 par value; 30,000,000 shares                                      
    authorized; 9,148,611 and 8,988,094 shares issued
    and outstanding at  September 30, 1997 and
    December 31, 1996,  respectively                                       9                       9
  Additional paid-in-capital                                          38,352                  37,462
  Accumulated deficit                                                 (4,136)                 (7,848)
  Deferred compensation                                                 (299)                   (401)
  Accumulated translation adjustment                                    (141)                     55
                                                                  ----------              ----------
     Total stockholders' equity                                       33,785                  29,277
                                                                  ----------              ----------
                                                                  $   40,361              $   36,833
                                                                  ==========              ==========
<FN>

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

                                       3
<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,
                                                         -------------------------        --------------------------
                                                           1997             1996            1997            1996
                                                         --------         --------        --------         --------
<S>                                                      <C>              <C>             <C>              <C>     
REVENUES:
     Product revenues                                    $  9,522         $  8,116        $ 27,639         $ 21,652
     Contract revenues                                          5              101              11              313
                                                         --------         --------        --------         --------
          Total revenues                                    9,527            8,217          27,650           21,965
                                                         --------         --------        --------         --------
COST OF REVENUES:
     Cost of product revenues                               3,481            3,119          10,547            8,116
     Cost of contract revenues                               --                 56            --                160
                                                         --------         --------        --------         --------
          Total cost of revenues                            3,481            3,175          10,547            8,276
                                                         --------         --------        --------         --------
          Gross margin                                      6,046            5,042          17,103           13,689
                                                         --------         --------        --------         --------

OPERATING EXPENSES:
     Company-funded research and development                1,229            1,182           3,415            3,447
     Write-off of acquired in-process research               --               --              --              4,637
        and development
     Selling, general and administrative                    2,927            2,541           8,595            7,076
                                                         --------         --------        --------         --------
          Total operating expenses                          4,156            3,723          12,010           15,160
                                                         --------         --------        --------         --------

Income (loss)  from operations                              1,890            1,319           5,093           (1,471)
Other income, net                                             284              261             859              785
                                                         --------         --------        --------         --------

Income (loss)  before income taxes                          2,174            1,580           5,952             (686)
Income tax (provision) benefit                               (804)             178          (2,240)             394
                                                         --------         --------        --------         --------

NET INCOME (LOSS)                                        $  1,370         $  1,758        $  3,712         $   (292)
                                                         ========         ========        ========         ========

NET INCOME (LOSS) PER SHARE                              $   0.14         $   0.18        $   0.38         $  (0.03)
                                                         ========         ========        ========         ========
SHARES USED IN COMPUTING NET INCOME
  (LOSS) PER SHARE                                          9,770            9,512           9,702            8,786
                                                         ========         ========        ========         ========

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

                                       5
<PAGE>
<TABLE>

                      MOLECULAR DEVICES CORPORATION
              CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                              (in thousands)
                               (unaudited)
<CAPTION>
                                                                                Nine Months Ended
                                                                                  September 30,
                                                                          -------------------------------
                                                                             1997                 1996
                                                                          --------              --------
<S>                                                                       <C>                   <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                         $  3,712              $   (292)
Adjustments to reconcile net income (loss) to net cash
  used in operating activities:
    Depreciation and amortization                                              509                   436
    Loss on disposal of fixed assets                                            27                    40
    Charge for acquired in-process research and development                   --                   4,425
    Amortization of deferred compensation                                      102                   102
     (increase) decrease in assets:
        Accounts receivable                                                 (2,713)               (1,814)
        Inventories                                                         (1,847)                 (408)
        Deferred tax asset                                                     911                  (822)
        Other current assets                                                    25                    77
    Increase (decrease) in liabilities:
        Accounts payable                                                       335                   911
        Accrued liabilities                                                    416                   375
        Deferred revenue                                                       233                   (10)
                                                                          --------              --------
Net cash provided by operating activities                                    1,710                 3,020
                                                                          --------              --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                          (503)                 (459)
Acquisition of NovelTech Systems Inc., net of cash on hand                    --                  (1,198)
Other assets                                                                    61                    34
                                                                          --------              --------
Net cash used in investing activities                                         (442)               (1,623)
                                                                          --------              --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on credit arrangements                                             --                     (47)
Repayment on promissory notes                                               (1,500)                 --
Issuance of common stock, net                                                  425                   111
                                                                          --------              --------
Net cash provided by (used in) financing activities                         (1,075)                   64
                                                                          --------              --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH:                                      (196)                   (8)
                                                                          --------              --------
Net increase in cash and cash equivalents                                       (3)                1,453
Cash and cash equivalents at beginning of period                            23,727                20,379
                                                                          --------              --------
Cash and cash equivalents at end of period                                $ 23,724              $ 21,832
                                                                          ========              ========

<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. 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, 1996.

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, 1997 are not necessarily  indicative of the results to be expected
for the entire fiscal year ending December 31, 1997.

Reclassifications

Certain  reclassifications  have been made to the financial  statements  for the
three and nine month periods  ended  September 30, 1996 to conform with the 1997
presentation for those periods.

Note 2.  New Accounting Standards

In February 1997, the Financial  Accounting Standards Board issued Statements of
Financial Accounting Standards (FAS) 128, "Earnings per Share" which is required
to be adopted on December 31, 1997.  At that time,  the Company will be required
to change the method  currently used to compute  earnings per share (EPS) and to
restate all prior periods as required by FAS 128. Under the new requirements for
calculating  EPS, the dilutive  effect of stock  options will be excluded from a
new EPS  measure,  Basic EPS. The impact is expected to result in an increase in
Basic EPS for the three and nine month  periods  ended  September  30,  1997 and
September  30, 1996;  however,  this impact is not expected to be material.  The
impact of FAS 128 on the  calculation  of the  second new EPS  measure,  Diluted
Earnings Per Share, for these periods is not expected to be material.


Note 3.  Inventories

Inventories consist of (in thousands):

                                   September 30,     December 31,
                                       1997              1996
                                   -------------     ------------

Finished goods                          1,467          $  1,087
Work in process                           620               488
Raw materials and subassemblies         2,231               895
                                     --------          --------
                                     $  4,318          $  2,470
                                     ========          =========

                                       6

<PAGE>

Note 4. Promissory Notes

The Company  repaid in full two  promissory  notes  valued at  $750,000  each on
January 2, 1997.

Note 5. Income Taxes

Income tax provisions of $804,000 and $2,240,000 were recorded for the three and
nine month periods ended September 30, 1997,  respectively.  Income tax benefits
of $178,000 and  $394,000  were  recorded  for the three and nine month  periods
ended September 30, 1996, respectively.  The benefits recorded for the three and
nine month  periods  ended  September  30,  1996,  resulted  primarily  from the
reduction  of the  valuation  allowance  on the net  deferred  tax assets due to
anticipated pretax income. As of December 31, 1996, management concluded that no
valuation  allowance  was  required on the net  deferred  tax asset based on its
assessment  that current levels of income would be sufficient to realize the tax
benefit.

Note 6. Net Income 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).


                                       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, 1996 as
filed with the Securities and Exchange Commission on March 27, 1997.

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,
1996 contained in the Company's 1996 Annual Report to Stockholders.  The results
for  the  three  and  nine  month  periods  ended  September  30,  1997  are not
necessarily  indicative of the results to be expected for the entire fiscal year
ending December 31, 1997.

Results of Operations - Three and Nine Months Ended September 30, 1997 and 1996.

PRODUCT  REVENUES.  Product revenues for the third quarter of 1997 increased 17%
to  approximately  $9.5  million  from  approximately  $8.1 million in the third
quarter of 1996. The Maxline product family showed an increased level of revenue
primarily  due to greater  sales of new products and  increased  penetration  of
Maxline products into the international distribution channels. The Cell Analysis
and Threshold product families showed decreased levels of revenue. Cell Analysis
revenues  decreased  due to  reduced  sales  of  products  worldwide.  Threshold
revenues decreased primarily due to lower shipments to the US Army and decreased
shipments of Threshold products internationally.

Product   revenues  for  the  first  nine  months  of  1997   increased  28%  to
approximately $27.6 from approximately $21.7 million in the same period of 1996.
The  Maxline and Cell  Analysis  product  families  showed  increased  levels of
revenue.  Maxline product revenues  increased  primarily due to greater sales of
new  products  and   increased   penetration   of  Maxline   products  into  the
international  distribution  channels.  Cell Analysis product revenues increased
primarily due to greater  sales of new products  worldwide.  Threshold  revenues
decreased  primarily  due  to  lower  shipments  to the US  Army  and  decreased
shipments of Threshold products internationally.

GROSS MARGIN ON PRODUCT REVENUES. The gross margin on product revenues increased
to 63.4% in the third  quarter of 1997 from 61.6% in the third  quarter of 1996.
The gross margin on product revenues  declined to 61.8% in the first nine months
of 1997 from  62.5% in the same  period of 1996.  The  increased  margin for the
third quarter of 1997 relates  primarily to increased sales of new higher margin
Maxline  products and improved margins on sales of Cell Analysis  products.  The
decreased  margin  for the  first  nine  months  of 1997  relates  primarily  to
increased  sales of new lower margin Cell Analysis  products and decreased sales
of higher margin Cell Analysis and Threshold products worldwide.

COMPANY-FUNDED RESEARCH AND DEVELOPMENT. Company-funded research and development
expenses  for the  third  quarter  of 1997 and the  first  nine  months  of 1997
remained  relatively  flat as compared to the same periods in the previous  year
(4%  increase  and 1%  decrease,  respectively).  This  spending  trend for both
periods is represented by increased spending on headcount as offset by decreased
development costs.

CHARGE FOR ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT.  The Company recorded a
one-time charge of approximately  $4.6 million during the second quarter of 1996
due to the write-off of acquired  in-process research and development related to
the Company's acquisition of NovelTech Systems, Inc. on June 7, 1996.

                                       8
<PAGE>


SELLING,  GENERAL  AND  ADMINISTRATIVE.   Selling,  general  and  administrative
expenses for the third quarter of 1997  increased by 15% to  approximately  $2.9
million (30.6% of total product revenues) from approximately $2.5 million (31.3%
of total product revenues) for the third quarter of 1996.  Selling,  general and
administrative  expenses for the first nine months of 1997 increased by 21.5% to
approximately  $8.6 million (31.1% of total product revenues) from approximately
$7.1 million (32.7% of total product  revenues) for the same period of 1996. The
increased  spending  for both  periods is  primarily  the  result of  additional
spending on marketing, sales and service related activities (including increased
headcount)  as the Company  continued to expand  worldwide  market  coverage and
introduce new products.

PROVISION FOR TAXES. Income tax provisions of $804,000 and $2.2 million recorded
in the third quarter and first nine months of 1997, respectively,  decreased net
income,  whereas  income tax benefits of $178,000  and $394,000  recorded in the
third quarter and first nine months of 1996, respectively, increased net income.
The  benefits  recorded  during 1996 related  primarily  to a reduced  valuation
allowance on the  Company's  net  deferred tax assets.  As of December 31, 1996,
management  concluded  that  no  valuation  allowance  was  required  on the net
deferred tax asset based on its  assessment  that current levels of income would
be sufficient to realize the tax benefit.

Liquidity and Capital Resources

The Company had cash and cash  equivalents  of $23.7  million at  September  30,
1997. The Company  generated  approximately  $1.7 million of cash from operating
activities  as offset by cash used in  investing  and  financing  activities  of
$442,000  and  $1.1  million,  respectively.  The  cash  provided  by  operating
activities is due primarily to increased  liabilities and the net income for the
period as  partially  offset by  increased  accounts  receivable  and  inventory
levels.  The cash used in  investing  activities  relates  primarily  to capital
expenditures.  The cash used in financing activities related to the $1.5 million
repayment  of the  promissory  notes as offset by $425,000  of cash  provided by
stock option exercises.

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 1998. 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

                                       9
<PAGE>

              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  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.  In 1995 and 1997, 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 a new Cell Analysis  product.  The Company 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.

         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 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  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.

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None.

                                       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 AND USE OF PROCEEDS

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

              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 September 30, 1997.

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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: Andrew Galligan
                             ---------------------------------------
                             Vice President, Finance and Chief Financial Officer
                             (Duly Authorized and Principal Financial and
                             Accounting Officer)
                             Date: November 13, 1997

                                       12