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 June 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 August 11, 1997,  9,132,162 shares of the  Registrant's  Common Stock were
outstanding.


<PAGE>


<TABLE>
                                                    MOLECULAR DEVICES CORPORATION

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

                                                                INDEX

<CAPTION>
                                                                                                                              PAGE
PART I.  FINANCIAL INFORMATION                                                                                               NUMBER
<S>                                                                                                                            <C>
               ITEM 1.     FINANCIAL STATEMENTS (Unaudited)

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

                           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           Three and Six Months Ended June 30, 1997 and 1996..............................................       4

                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           Six Months Ended June 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..........................................................................      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>

                                                                  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)


                                                           June 30, December 31,
                                                            1997        1996
                                                          --------    --------
ASSETS:                                                  (unaudited)
     Current assets:
       Cash and cash equivalents                           $ 22,134    $ 23,727
       Accounts receivable, net                               7,808       5,396
       Inventories                                            3,765       2,470
       Deferred tax assets                                    2,631       3,216
       Other current assets                                     171         142
                                                           --------    --------

          Total current assets                               36,509      34,951

     Equipment and leasehold improvements, net                1,560       1,632
     Other assets                                               210         250
                                                           --------    --------

                                                           $ 38,279    $ 36,833
                                                           ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY:
     Current liabilities:
       Accounts payable                                    $  2,344    $  1,933
       Accrued liabilities                                    2,950       3,527
       Deferred revenue                                         839         596
       Current Obligations under Promissory Notes              --         1,500
                                                           --------    --------

          Total current liabilities                           6,133       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; 9,118,789 and 8,988,094
          shares issued and outstanding at
          June 30, 1997 and December 31, 1996,
          respectively                                            9           9
       Additional paid-in-capital                            37,968      37,462
       Accumulated deficit                                   (5,506)     (7,848)
       Deferred compensation                                   (333)       (401)
       Accumulated translation adjustment                         8          55
                                                           --------    --------

          Total stockholders' equity                         32,146      29,277
                                                           --------    --------

                                                           $ 38,279    $ 36,833
                                                           ========    ========

        The accompanying notes are an integral part of these statements.

                                       3

<PAGE>


<TABLE>
                                                    MOLECULAR DEVICES CORPORATION

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

<CAPTION>
                                                                      Three Months Ended                   Six Months Ended
                                                                            June 30,                            June 30,
                                                                    1997               1996              1997               1996
                                                                  --------           --------           --------           --------
<S>                                                               <C>                <C>                <C>                <C>     
REVENUES:
   Product revenues                                               $  9,814           $  7,532           $ 18,117           $ 13,537
   Contract revenues                                                     4                115                  7                212
                                                                  --------           --------           --------           --------

      Total Revenues                                                 9,818              7,647             18,124             13,749
                                                                  --------           --------           --------           --------

COST OF REVENUES:
   Cost of product revenues                                          3,875              2,801              7,066              4,997
   Cost of contract revenues                                          --                   58               --                  105
                                                                  --------           --------           --------           --------

      Total cost of revenues                                         3,875              2,859              7,066              5,102
                                                                  --------           --------           --------           --------

Gross Margin                                                         5,943              4,788             11,058              8,647
                                                                  --------           --------           --------           --------

OPERATING EXPENSES:
   Company-funded research and
     development                                                     1,108              1,236              2,187              2,265
   Write-off of acquired in-process
     research and development                                         --                4,637               --                4,637
   Selling, general and administrative                               3,008              2,433              5,668              4,535
                                                                  --------           --------           --------           --------

      Total operating expenses                                       4,116              8,306              7,855             11,437
                                                                  --------           --------           --------           --------

Income (loss) from operations                                        1,827             (3,518)             3,203             (2,790)
Other income (expense), net                                            294                259                575                524
                                                                  --------           --------           --------           --------

Income (loss) before income taxes                                    2,121             (3,259)             3,778             (2,266)
Income tax (provision) benefit                                        (806)               116             (1,436)               216
                                                                  --------           --------           --------           --------

Net Income (Loss)                                                 $  1,315           $ (3,143)          $  2,342           $ (2,050)
                                                                  ========           ========           ========           ========

Net Income (Loss) Per Share                                       $    .14           $   (.36)          $    .24           $   (.23)
                                                                  ========           ========           ========           ========

Shares used in computing net
  income (loss) per share                                            9,670              8,754              9,664              8,724
                                                                  ========           ========           ========           ========

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

                                                                 4

<PAGE>


<TABLE>
                                                    MOLECULAR DEVICES CORPORATION

                                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                           (In thousands)
                                                             (unaudited)

<CAPTION>
                                                                                                         Six Months Ended
                                                                                                               June 30,
                                                                                                       1997                  1996
                                                                                                     --------              --------
<S>                                                                                                  <C>                   <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                                                    $  2,342              $ (2,050)
Adjustments to reconcile net income (loss) to net
   cash (used in) provided by operating activities:
     Depreciation and amortization                                                                        334                   302
     Loss on disposal of fixed assets                                                                      22                    32
     Charge for acquired in-process research and development                                             --                   4,427
     Amortization of deferred compensation                                                                 68                    68
     (Increase) decrease in assets:
        Accounts receivable                                                                            (2,412)                 (982)
        Inventories                                                                                    (1,295)                 (206)
        Deferred tax asset                                                                                585                  (412)
        Other current assets                                                                              (29)                   66
     Increase (decrease) in liabilities:
        Accounts payable                                                                                  411                   423
        Accrued liabilities                                                                              (402)                   26
        Deferred revenue                                                                                  243                    11
                                                                                                     --------              --------

Net cash (used in) provided by operating activities                                                      (133)                1,705
                                                                                                     --------              --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                                                     (284)                 (219)
Acquisition of NovelTech Systems Inc., net of cash on hand                                               --                  (1,198)
Other assets                                                                                               40                    (2)
                                                                                                     --------              --------

Net cash used in investing activities                                                                    (244)               (1,419)
                                                                                                     --------              --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on credit arrangements                                                                        --                     (34)
Repayment on promissory notes                                                                          (1,500)                 --
Issuance of common stock, net                                                                             331                    85
                                                                                                     --------              --------

Net cash (used in) provided by financing activities                                                    (1,169)                   51
                                                                                                     --------              --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH:                                                                  (47)                  (11)
                                                                                                     --------              --------

Net (decrease) increase in cash and cash equivalents                                                   (1,593)                  326
Cash and cash equivalents at beginning of period                                                       23,727                20,379
                                                                                                     --------              --------

Cash and cash equivalents at end of period                                                           $ 22,134              $ 20,705
                                                                                                     ========              ========

<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 six month  periods ended June
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 six  month  periods  ended  June 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," and FAS 129,
"Disclosure of Information  about Capital  Structure,"  which are 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 six month  periods  ended June 30, 1997 and June 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.

FAS 129 consolidates  existing guidance relating to disclosure about a company's
capital  structure.  Since the  Company  has been in  compliance  with  existing
disclosure  requirements  of its capital  structure,  adoption of FAS 129 is not
expected  to have a  material  impact  on the  financial  position,  results  of
operations or cash flows of the Company.

In  1997   Financial   Accounting   Standard  No.  130  (FAS  130),   "Reporting
Comprehensive  Income" was issued and is effective  for fiscal years  commencing
after  December 15, 1997. The Company will comply with the  requirements  of FAS
130 in fiscal year 1998.

In 1997 Financial Accounting Standards 131 (FAS 131), "Disclosure About Segments
of an Enterprise and Related Information" was issued and is effective for fiscal
years  commencing  after  December  15,  1997.  The Company will comply with the
requirements of FAS 131 in fiscal year 1998.

                                       6

<PAGE>

Note 3.  Inventories

Inventories consist of (in thousands):

                                              June 30, 1997    December 31, 1996
                                              -------------    -----------------
Finished goods                                   $1,822               $1,087
Work in process                                     599                  488
Raw materials and subassemblies                   1,344                  895
                                                 ------               ------
                                                 $3,765               $2,470
                                                 ======               ======


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 $806,000 and $1,436,000 were recorded for the three and
six month  periods  ended June 30,  1997,  respectively.  Income tax benefits of
$116,000 and $216,000  were  recorded for the three and six month  periods ended
June 30, 1996,  respectively.  The benefits recorded for the three and six month
periods  ended June 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 six month  periods  ended  June 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 Six Months Ended June 30, 1997 and 1996.

PRODUCT REVENUES.  Product revenues for the second quarter of 1997 increased 30%
to  approximately  $9.8  million from  approximately  $7.5 million in the second
quarter of 1996. The Maxline and Cell Analysis product families showed increased
levels of revenue.  Maxline product revenues increased primarily due to: (1) the
introduction  of the SPECTRAmax  PLUS in the second quarter of 1997; (2) greater
sales of the f MAX worldwide;  and (3) increased penetration of Maxline products
into the  international  distribution  channels.  Cell Analysis product revenues
increased  primarily  due to  greater  sales  of the  FLIPR  product  worldwide.
Threshold product family revenues decreased  primarily due to lower shipments to
the US Army.

Product revenues for the first six months of 1997 increased 34% to approximately
$18.1 from  approximately  $13.5 million.  The Maxline and Cell Analysis product
families showed increased levels of revenue.  Maxline product revenues increased
primarily due to greater sales of SPECTRAmax  products (including the SPECTRAmax
PLUS  introduced in the second  quarter of 1997) and the f MAX  worldwide.  Cell
Analysis product revenues increased  primarily due to greater sales of the FLIPR
product worldwide.  Threshold product family revenues decreased primarily due to
lower  shipments to the US Army and  decreased  shipments of Threshold  products
worldwide.

GROSS MARGIN ON PRODUCT REVENUES.  The gross margin on product revenues declined
to 60.5% in the second quarter of 1997 from 62.8% in the second quarter of 1996.
The gross margin on product revenues  declined to 61% in the first six months of
1997 from 63.1% in the same period of 1996.  The margin  deterioration  for both
periods  relates  primarily to increased  sales of new lower margin products and
increased  penetration  of the Maxline  product  family  into the  international
distribution  channels.  In  addition,  the margin was  negatively  impacted  by
decreased shipments of Threshold products.

COMPANY-FUNDED RESEARCH AND DEVELOPMENT. Company-funded research and development
expenses for the second quarter of 1997 decreased by 10% to  approximately  $1.1
million (11.3% of total product revenues) from approximately $1.2 million (16.4%
of total  product  revenues)  for the  second  quarter  of 1996.  Company-funded
research and development  expenses for the first six months of 1997 decreased by
3% to  approximately  $2.19  million  (12.1%  of total  product  revenues)  from
approximately  $2.27  million  (16.7% of total  product  revenues)  for the same
period of 1996.  The decreased  spending for both periods  relates  primarily to
development  costs  incurred  during the second  quarter and first six months of
1996 related to the  development of a robotics  product for the Maxline  product
family.

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.

SELLING,  GENERAL  AND  ADMINISTRATIVE.   Selling,  general  and  administrative
expenses for the second  quarter of 1997  increased by 24% to  approximately  $3
million (30.7% of total product revenues) from approximately $2.4 million (32.3%
of total product revenues) for the second quarter of 1996. Selling,  general and
administrative  expenses  for the first six months of 1997  increased  by 25% to
approximately  $5.7 million (31.3% of total product revenues) from approximately
$4.5 million (33.5% of total product  revenues) for the

                                       8

<PAGE>

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.

PROVISION FOR TAXES. Income tax provisions of $806,000 and $1.4 million recorded
in the second quarter and first six months of 1997, respectively,  decreased net
income,  whereas  income tax benefits of $116,000  and $216,000  recorded in the
second quarter and first six 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 $22.1 million at June 30, 1997. The
Company  used  $133,000,  $244,000  and  $1.2  million  of cash  for  operating,
investing and financing activities, respectively, during the first six months of
1997.  The cash used in operating  activities  is primarily due to the Company's
increased  accounts  receivable and inventory balances required to support sales
growth and new products. 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 $331,000 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
         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  or  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

                                       9

<PAGE>

         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, 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,  however,  expects the third quarter seasonality
         trend to continue in future years as the Company  increases its efforts
         to penetrate  international  markets.  Operating  results in any period
         should not be  considered  indicative of the results to be expected for
         any future period.

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

     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

     None.

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

     None.

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

     Matters  presented at the Annual Meeting of  Stockholders  on May 16, 1997,
and the voting of stockholders were as follows:

         (a)  Election of directors for the ensuing year:

                                   Total Vote For Each     Total Vote Withheld
                                        Director            From Each Director
                                        --------              -------------
          James P. Iuliano              7,500,201                 483
          Moshe H. Alafi                7,497,557               3,127
          David L. Anderson             7,500,201                 483
          A. Blaine Bowman              7,500,201                 483
          Paul Goddard                  7,500,201                 483
          Andre F. Marion               7,500,201                 483
          Harden M. McConnell           7,497,557               3,127
          J. Allan Waitz                7,500,201                 483
                                                           
         (b)  Ratification  of Ernst & Young  LLP as the  Company's  independent
              auditors for the fiscal year ending December 31, 1997.

              For:  7,494,123            Against:  533            Abstain: 6,028


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 June 30, 1997.

                                       11

<PAGE>


                                    SIGNATURE

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


                                              MOLECULAR DEVICES CORPORATION


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

                                              Date:  August  12, 1997

                                       12

<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                              Description
-----------                              -----------
27.1                                     Financial Data Schedule