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, 1999

                                       OR

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


For the transition period from                         to
                               ----------------------     ----------------------

Commission File Number 0-27316


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

         Delaware                                                94-2914362

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

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


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


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

                                YES X     NO
                                   ---      ---

As of August 9, 1999,  9,603,458  shares of the  Registrant's  Common Stock were
outstanding.


<PAGE>

                          MOLECULAR DEVICES CORPORATION

                  FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1999

                                      INDEX


                                                                            PAGE
PART I.  FINANCIAL INFORMATION                                            NUMBER

ITEM 1.  FINANCIAL STATEMENTS

         CONDENSED CONSOLIDATED BALANCE SHEETS
         June 30, 1999 and December 31, 1998.................................  3

         CONDENSED CONSOLIDATED STATEMENTS OF INCOME
         Three and Six Months Ended June 30, 1999 and 1998...................  4

         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         Six Months Ended June 30, 1999 and 1998.............................  5

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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.................................  9

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
         ABOUT MARKET RISK................................................... 13



PART II. OTHER INFORMATION

         ITEM 1.     LEGAL PROCEEDINGS ...................................... 14

         ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS............... 14

         ITEM 3.     DEFAULTS UPON SENIOR SECURITIES......................... 14

         ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF
                     SECURITY HOLDERS........................................ 14

         ITEM 5.     OTHER INFORMATION....................................... 15

         ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K........................ 15

SIGNATURE     ............................................................... 16


                                       2

<PAGE>

<TABLE>
                                         PART I: FINANCIAL INFORMATION

                                         ITEM 1: FINANCIAL STATEMENTS

                                         MOLECULAR DEVICES CORPORATION

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

<CAPTION>

                                                                               June 30,           December 31,
                                                                                 1999                 1998
                                                                             ------------         ------------
                                                                              (unaudited)
<S>                                                                          <C>                   <C>
ASSETS:

     Current assets:
          Cash and cash equivalents                                          $ 25,036              $ 32,689
          Accounts receivable, net                                             15,908                12,958
          Inventories                                                           6,356                 4,055
          Deferred tax asset                                                    2,197                 1,630
          Other current assets                                                    786                   688
                                                                             --------              --------
               Total current assets                                            50,283                52,020


     Equipment and leasehold  improvements, net                                 2,159                 2,115
     Intangible and other assets                                                5,031                   270
                                                                             --------              --------
                                                                             $ 57,473              $ 54,405
                                                                             ========              ========

LIABILITIES AND STOCKHOLDERS' EQUITY

     Current liabilities:
          Accounts payable                                                   $  3,590              $  2,135
          Accrued liabilities                                                   2,843                 4,945
          Deferred revenue                                                      1,526                 1,502
                                                                             --------              --------
               Total current liabilities                                        7,959                 8,582


     Stockholders' equity:
          Preferred stock, no par value; 3,000,000 authorized
               no shares issued or outstanding                                      -                     -
          Common stock, $.001 par value; 30,000,000 shares
               authorized; 9,568,908 and 9,476,062
               shares issued and outstanding, at June 30, 1999
               and December 31, 1998, respectively                                  9                     9
     Additional paid-in capital                                                43,067                42,391
     Retained earnings                                                          7,329                 4,235
     Deferred compensation                                                       (370)                 (586)
     Accumulated and other comprehensive income                                  (521)                 (226)
                                                                             --------              --------
     Total stockholders' equity                                                49,514                45,823
                                                                             --------              --------
                                                                             $ 57,473              $ 54,405
                                                                             ========              ========
<FN>
                       The accompanying notes are an integral part of these statements.
</FN>
</TABLE>

                                                     3

<PAGE>

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

                                                               Three Months Ended   Six Months Ended
                                                                     June 30,            June 30,
                                                                  1999     1998       1999      1998
                                                               ------------------- -------------------
<S>                                                            <C>       <C>       <C>        <C>
REVENUES                                                       $ 14,801  $ 11,867  $ 28,308   $ 22,213

COST OF REVENUES                                                 5,283     4,510     10,547      8,223
                                                               --------- --------- ---------- --------

GROSS MARGIN                                                     9,518     7,357     17,761     13,990
                                                               --------- --------- ---------- --------
OPERATING EXPENSES:
Research and development                                         1,780     1,488      3,369      2,871
Write-off of acquired in-process research
  & development                                                  2,037         -      2,037          -
Selling, general and administrative                              4,225     3,183      8,091      6,492
                                                               --------- --------- ---------- --------

Total operating expenses                                         8,042     4,671     13,497      9,363
                                                               --------- --------- ---------- --------

INCOME FROM OPERATIONS                                           1,476     2,686      4,264      4,627
Other income, net                                                  347       401        768        759
                                                               --------- --------- ---------- --------

INCOME BEFORE INCOME TAXES                                       1,823     3,087      5,032      5,386
Income tax provision                                              (702)   (1,189)    (1,938)    (2,074)
                                                               --------- --------- ---------- --------

NET INCOME                                                     $ 1,121   $ 1,898   $  3,094   $  3,312
                                                               ========= ========= ========== ========

BASIC NET INCOME PER SHARE                                     $  0.12   $  0.20   $   0.32   $   0.35
                                                               ========= ========= ========== ========

DILUTED NET INCOME PER SHARE                                   $  0.11   $  0.20   $   0.31   $   0.34
                                                               ========= ========= ========== ========

SHARES USED IN COMPUTING BASIC NET INCOME PER SHARE              9,566     9,386      9,549      9,373
                                                               ========= ========= ========== ========

SHARES USED IN COMPUTING DILUTED NET INCOME PER SHARE           10,013     9,710      9,990      9,724
                                                               ========= ========= ========== ========
<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,
                                                                          1999             1998
                                                                       ----------       ----------
<S>                                                                        <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                  3,094            3,312
Adjustments to reconcile net income to net
     cash (used in) provided by operating activities:
          Depreciation and amortization                                       410              379
          Write-off of acquired in-process research & development           2,037                -
          Amortization of deferred compensation                               216              119
          Amortization of goodwill and developed technology                    38                -
          (Increase) decrease in assets:
               Accounts receivable                                         (2,646)          (1,084)
               Inventories                                                 (1,788)            (203)
               Deferred tax asset                                            (567)             330
               Other current assets                                           (80)            (553)
          Increase (decrease) in liabilities:
               Accounts payable                                             1,354              285
               Accrued liabilities                                         (2,152)             372
               Deferred revenue                                                24              285
                                                                       ----------       ----------

Net cash (used in) provided by operating activities                           (60)           3,242
                                                                       ----------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                         (363)            (370)
Acquisition of Skatron Instruments AS, net of cash acquired                (7,118)               -
Other assets                                                                  (82)              32
                                                                       ----------       ----------

Net cash used in investing activities                                      (7,563)            (338)
                                                                       ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of short term debt                                                  (226)               -
Issuance of common stock, net                                                 493              228
                                                                       ----------       ----------

Net cash provided by financing activities                                     267              228
                                                                       ----------       ----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                      (297)            (119)

Net (decrease) increase in cash and cash equivalents                       (7,653)           3,013
Cash and cash equivalents at beginning of period                           32,689           26,773
                                                                       ----------       ----------

Cash and cash equivalents at end of period                                 25,036           29,786
                                                                       ==========       ==========
<FN>
                 The accompanying notes are an integral part of these statements.
</FN>
</TABLE>

                                                 5

<PAGE>

                          MOLECULAR DEVICES CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1. Basis of Presentation

The accompanying  unaudited condensed consolidated financial statements included
herein have been prepared by the Company,  without audit,  pursuant to the rules
and regulations of the Securities and Exchange  Commission.  Certain information
and footnote  disclosures  normally included in financial statements prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant to such rules and  regulations,  although the Company believes
the disclosures  which are made are adequate to make the  information  presented
not misleading. These condensed consolidated financial statements should be read
in conjunction with the consolidated  financial statements and the notes thereto
included in the  Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, as filed with the Securities and Exchange Commission on March
26, 1999.

The  unaudited  condensed  consolidated  financial  statements  included  herein
reflect all adjustments (which include only normal, recurring adjustments) which
are, in the opinion of management, necessary to state fairly the results for the
periods  presented.  The results for the three and six month  periods ended June
30, 1999 are not  necessarily  indicative  of the results to be expected for the
entire fiscal year ending December 31, 1999.

Note 2.  New Accounting Standard

In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
of Accounting Standards (SFAS) No. 133,  "Accounting for Derivative  Instruments
and  Hedging  Activities".  We are  required  to adopt SFAS No. 133 for the year
ending  December 31, 2001.  SFAS No. 133  establishes  methods of accounting for
derivative  financial  instruments  and  hedging  activities  related  to  those
instruments  as well as other hedging  activities.  Because we currently hold no
derivative  financial  instruments  and  do  not  currently  engage  in  hedging
activities,  adoption of SFAS No. 133 is expected to have no material  impact on
our financial condition or results of operations.

Note 3.  Comprehensive Income

Statement of Financial Accounting Standards No. 130 requires unrealized gains or
losses on the Company's  foreign  currency  translation  adjustments,  which are
reported   separately  in  stockholders'   equity,   to  be  included  in  other
comprehensive  income.  Comprehensive  income was approximately $1.0 million and
$1.9  million  for the  three  month  periods  ended  June 30,  1999  and  1998,
respectively.

Comprehensive income was approximately $2.9 million and $3.2 million for the six
month periods ended June 30, 1999 and 1998, respectively.

                                       6

<PAGE>

Note 4. Inventories

Inventories consist of (in thousands):

                                      June 30, 1999            December 31, 1998
                                      -------------            -----------------
                                      (unaudited)

Finished goods                        $        3,119              $       1,660
Work in process                                  879                        602
Raw materials and subassemblies                2,358                      1,793
                                      --------------              -------------
                                      $        6,356              $       4,055
                                      ==============              =============

Note 5. Acquisition of Skatron Instruments, AS

On May 17, 1999, the Company  acquired all of the  outstanding  stock of Skatron
Instruments AS, a Norwegian company  ("Skatron") and certain assets from Skatron
Instruments Inc., a Virginia corporation and wholly-owned subsidiary of Skatron,
for a cash payment at closing of $7,118,000  (including  $300,000 of acquisition
related expenses). The acquisition was accounted for as a purchase and the total
purchase price was allocated based on an independent appraisal as follows:

          Acquired developed technology and goodwill              $4,717,000
          Acquired in-process research and development             2,037,000
          Net book value of acquired assets and liabilities          364,000
                                                                  ----------

                  Total purchase price                            $7,118,000
                                                                  ==========

The purchase  price  allocation  resulted in a $2,037,000  charge related to the
value of acquired  in-process  research and development in the second quarter of
1999. The value of acquired in-process  research and development  represents the
appraised value of technology in the development  stage that had not yet reached
economic and  technological  feasibility.  In reaching this  determination,  the
Company  considered,  among  other  factors,  the stage of  development  of each
product,  the time and resources  needed to complete each product,  and expected
income and  associated  risks.  The developed  technology and goodwill are being
amortized  over  periods of up to 15 years,  the  estimated  useful lives of the
acquired assets. The results of Skatron are consolidated from May 18, 1999.

Pro forma  consolidated  results for the Company as if the  acquisition had been
consummated  January 1, 1999,  excluding  the  charge  for  acquired  in-process
research and development, are as follows (in thousands except per share amount):

          Revenue                                                 $29,358
          Net Income                                               $4,341
          Diluted Net Income per Share                              $0.43

The pro forma  information does not purport to be indicative of the results that
actually would have occurred had the  acquisition  been  consummated  January 1,
1999,  or of  results  which may occur in the  future.  In  accordance  with SEC
Regulation 5-X, Rule 11-02(b)(5),  nonrecurring  charges, such as the charge for
acquired in-process technology resulting from the acquisition, are not reflected
in the pro forma financial summary.


                                       7

<PAGE>

Note 6. Net Income Per Share
<TABLE>
Basic net income per share is  computed  using the  weighted  average  number of
shares of common stock  outstanding and diluted net income per share is computed
using the  weighted  average  number of shares of common stock  outstanding  and
dilutive  common  equivalent  shares from  outstanding  stock options (using the
treasury  stock  method).  Computation  of earnings  per share is as follows (in
thousands except per share amounts):
<CAPTION>
                                                               Three Months Ended      Six Months Ended
                                                                     June 30,              June 30,
                                                                  1999    1998           1999    1998
                                                               -----------------       ----------------
<S>                                                            <C>      <C>            <C>      <C>
Net Income                                                     $ 1,121  $ 1,898        $ 3,094  $ 3,312
Denominator for basic EPS - weighted average common
shares outstanding                                               9,566    9,386          9,549    9,373

Effect of dilutive securities - employee stock options             447      324            441      351
                                                               -------  -------        -------  -------

Denominator for diluted EPS - weighted average common
shares outstanding plus dilutive securities                     10,013    9,710          9,990    9,724
                                                               -------  -------        -------  -------

BASIC NET INCOME PER SHARE                                     $  0.12  $  0.20        $  0.32  $  0.35
                                                               =======  =======        =======  =======

DILUTED NET INCOME PER SHARE                                   $  0.11  $  0.20        $  0.31  $  0.34
                                                               =======  =======        =======  =======
</TABLE>

                                       8

<PAGE>


                          MOLECULAR DEVICES CORPORATION

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

Except for the historical information contained herein, the following discussion
contains  forward-looking  statements that involve risks and uncertainties.  The
words "expect,"  "believe,"  "intends," and words of similar import are intended
to identify those statements as forward-looking statements. The Company's actual
results could differ  materially from those  discussed here.  Factors that could
cause or contribute to such differences  include,  but are not limited to, those
discussed in this section,  as well as those  identified in the Company's Annual
Report on Form  10-K for the year  ended  December  31,  1998 as filed  with the
Securities and Exchange Commission on March 26, 1999.

The  following  discussion  should  be read in  conjunction  with the  unaudited
condensed consolidated financial statements and notes thereto included in Part I
- Item 1 of  this  Quarterly  Report  and  the  audited  consolidated  financial
statements  and notes  thereto  and  Management's  Discussion  and  Analysis  of
Financial  Condition and Results of Operations  for the year ended  December 31,
1998  contained in the  Company's  Annual Report on Form 10-K for the year ended
December 31, 1998 as filed with the Securities and Exchange  Commission on March
26, 1999.  The results for the three and six month  periods  ended June 30, 1999
are not  necessarily  indicative  of the results to be  expected  for the entire
fiscal year ending December 31, 1999.

Results of Operations - Three and six months ended June 30, 1999 and 1998

REVENUES. Revenues for the second quarter of 1999 increased 25% to approximately
$14.8 million from  approximately  $11.9 million in the second  quarter of 1998.
Maxline and Cell Analysis product families generated increased levels of revenue
which was partially  offset by decreased  Threshold  revenues.  Maxline revenues
increased  primarily  due to  greater  sales of new  SPECTRAmax  products,  most
noteably the Gemini,  which addresses the fluorescence plate reader market. Cell
Analysis  revenues  increased due to the  introduction  of new FLIPR products in
late 1998. Threshold revenues declined primarily as a result of decreased demand
from military customers worldwide.

Revenues for the first six months of 1999 increased 27% to  approximately  $28.3
million from approximately $22.2 million in the same period of 1998. Maxline and
Cell  Analysis  product  families  generated  increased  levels  of  revenue  as
partially  offset by decreased  Threshold  product family  revenues based on the
same trends discussed above.

GROSS MARGIN.  Gross margin  increased to 64.3% in the second quarter of 1999 as
compared  to  62.0%  in  the  second  quarter  of  1998.  This  improved  margin
performance  was  primarily due to increased  sales of higher margin  SPECTRAmax
products. The Gemini was a key driver for this improved performance.

Gross margin for the first six months of 1999  decreased  slightly to 62.7% from
63.0% in the same period last year.  This decline was directly  attributable  to
the first  quarter  1999  margin of 61% which was lower due to a high  volume of
lower margin FLIPR product shipments (384 upgrades).

RESEARCH  AND  DEVELOPMENT.  Research  and  development  expenses for the second
quarter of 1999 increased by 20% to  approximately  $1.8 million (12.0% of total
revenues)  from  approximately  $1.5 million  (12.5% of total  revenues) for the
second  quarter of 1998.  Research  and  development  expenses for the first six
months of 1999  increased by 17% to  approximately  $3.4 million (11.9% of total
revenues) from approximately $2.9 million (12.9% of total revenues) for the same
period of 1998.


                                       9

<PAGE>

The  increased  spending for both periods is primarily  the result of additional
personnel  and increased  spending on  development  activities  both required to
support on-going development of new products.

WRITE-OFF OF ACQUIRED IN-PROCESS RESEARCH & DEVELOPMENT.  The Company recorded a
charge of $2,037,000  during the second  quarter of 1999 due to the write-off of
acquired   in-process   research  and  development   related  to  the  Company's
acquisition  of  Skatron  on May 17,  1999.  See Note 5 of "Notes  to  Condensed
Consolidated Financial Statements," included in Part I - Item 1.

SELLING,  GENERAL  AND  ADMINISTRATIVE.   Selling,  general  and  administrative
expenses for the second quarter of 1999 increased by 33% to  approximately  $4.2
million  (28.5% of total  revenues)  from  approximately  $3.2 million (26.8% of
total  revenues)  for  the  second  quarter  of  1998.   Selling,   general  and
administrative  expenses  for the first six months of 1999  increased  by 25% to
approximately  $8.1 million (28.6% of total  revenues) from  approximately  $6.5
million  (29.2% of total  revenues) for the same period of 1998.  This increased
spending for both periods is primarily the result of additional  expenditures on
marketing, sales and service related activities, including additional personnel,
as the Company  continued its efforts to expand  worldwide  market  coverage and
improve customer service.

OTHER INCOME (NET). Net other income for the second quarter of 1999 decreased by
13% to approximately  $347,000 from approximately $401,000 in the second quarter
of 1998 due to a decreased  average  cash  balance,  and  correspondingly  lower
interest earnings, period to period as a result of the Skatron acquisition.  Net
other income for the first six months of  1999  increased  nominally to $768,000
from  $759,000 in the same period last year.  Average  cash  balances  for these
periods  were  essentially  equal  due  to the  use  of  cash  for  the  Skatron
acquisition in the middle of the second quarter of 1999.

INCOME TAX  PROVISION.  Income tax  provisions of $702,000 and $1.9 million were
recorded in the second  quarter and first six months of 1998,  respectively,  as
compared to $1.2 million and $2.1 million in the same periods of the prior year.
The effective tax rate for all periods was 38.5%.  The lower overall  provisions
in 1999 as compared  to 1998 are due to the  write-off  of  acquired  in-process
research and development discussed above.

Liquidity and Capital Resources

The Company had cash and cash equivalents of approximately $25.0 million at June
30, 1999,  compared to $32.7 million at December 31, 1999.  During the first six
months  of 1999,  the  Company  used  approximately  $60,000  and $7.6  million,
respectively,  for  operating and  investing  activities as partially  offset by
$267,000 of cash  provided by financing  activities.  The cash used in operating
activities relates primarily to short-term  working capital needs,  particularly
accounts receivable and inventory and payment of current  liabilities.  The cash
used in investing  activities relates primarily to the Skatron  acquisition and,
to a lesser extent,  capital spending. The cash provided by financing activities
related to stock  option  exercises as offset by debt  repayments  required as a
result of the Skatron acquisition.

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


                                       10

<PAGE>

acceptable  to the Company,  which could have a material  adverse  effect on the
Company's business, financial condition and results of operations.

Factors That May Affect Future Results

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

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

o    Fluctuations in Quarterly Operating Results;  Lack of Backlog.  The Company
     manufactures  its products to forecast  rather than to outstanding  orders,
     and products are typically  shipped  within 30 to 90 days of purchase order
     receipt. As a result, the Company does not believe the amount of backlog at
     any  particular  date is  indicative  of its  future  level of  sales.  The
     Company's  manufacturing  procedures may in certain instances create a risk
     of excess or inadequate  inventory levels if orders do not match forecasts.
     The Company's  expense levels are based, in part, on expected future sales.
     However, the timing of capital equipment purchases by customers is expected
     to be uneven and  difficult  to predict.  If sales  levels in a  particular
     quarter do not meet  expectations,  the  Company  may not be able to adjust
     operating  expenses  sufficiently  quickly to compensate for the shortfall,
     and the Company's  results of operations for that quarter may be materially
     adversely  affected.  Many of the  Company's  products  are subject to long
     customer procurement  processes.  In addition, a significant portion of the
     Company's  revenues are  typically  derived from sales of a small number of
     relatively  high-priced systems, and sales of such products may increase as
     a  percentage  of revenue in the future.  Delays in receipt of  anticipated
     orders of such products could lead to substantial  variability from quarter
     to quarter.  Furthermore,  the Company has historically  received  purchase
     orders and made a significant  portion of each quarter's  product shipments
     near the end of the quarter.  If that pattern continues,  even short delays
     in the  receipt of orders or  shipment  of products at the end of a quarter
     could have a material  adverse  effect on  results of  operations  for that
     quarter. The Company typically experiences a decrease in the level of sales
     in the first  calendar  quarter as  compared  to the fourth  quarter of the
     preceding  year  because of  budgetary  and  capital  equipment  purchasing
     patterns  in  the  life  sciences  industry.  The  Company  also  typically
     experiences  a decrease in revenues  in the third  quarter  compared to the
     second  quarter,  related to seasonality  primarily  associated  with lower
     European and  academic  sales  during the summer  months.  Revenues for the
     third quarter of 1998 nominally  exceeded  second quarter 1998 revenues due
     to the  phasing in of new  products.  The Company  believes  that the third
     quarter  seasonality trend may recur in the future as the Company increases
     efforts to further  penetrate  European  Markets.  Operating results in any
     period  should not be  considered  indicative of the results to be expected
     for any future period.

o    Dependency on New Products;  Rapid Technological  Change. The life sciences
     instrumentation  market is characterized by rapid technological  change and
     frequent  new product  introductions.  The  Company's  future  success will
     depend on its ability to enhance its  current  products  and to develop and
     introduce,  on a timely basis, new products that address the evolving needs
     of its customers.


                                       11

<PAGE>

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

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

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

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

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

Other Factors.  The Company's business is affected by other factors,  including:
(i) the possibility  that the introduction or announcement of new products would
render existing  products  obsolete or result in a delay or decrease in purchase
orders for existing  products;  (ii) the extent to which and the timing in which
the Company's  products  achieve market  acceptance;  (iii) the capital spending
policies of the Company's customers (which depend on various factors,  including
the resources available to such customers, the spending priorities among various
types of research  equipment  and the policies  regarding  capital  expenditures
during  recessionary   periods),   including  those  policies  of  universities,
government  research  laboratories  and  other  institutions  whose  funding  is
dependent  on grants from  government  agencies;  (iv)  competition  in the life
sciences  instrumentation market which is highly competitive and expected by the
Company to increase; (v) the Company's ability to obtain and maintain patent and
other  intellectual  property  protection for its products and technology;  (vi)
compliance with  governmental


                                       12

<PAGE>

regulations,  including  those  promulgated  by the  United  Sates Food and Drug
Administration  and similar state and foreign agencies;  and (vii) the extent of
the Company's sales outside the United States,  which involve  certain  specific
risks,  including  risks  related  to  currency   fluctuations,   imposition  of
government  controls,  export license  requirements,  restrictions  on export of
critical  technology,  political and economic  instability  or conflicts,  trade
restrictions,  changes in tariffs and taxes and  difficulties  in  staffing  and
managing international operations and international distributor relationships.


ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk,  including  changes in interest rates and
foreign  currency  exchange  rates.  The  primary  objective  of  the  Company's
investment activities is to preserve principal while at the same time maximizing
the income we receive  from our  investments  without  significantly  increasing
risk.  A  discussion  of  the  Company's   accounting   policies  for  financial
instruments  and further  disclosures  relating  to  financial  institutions  is
included in the Summary of Significant  Accounting Policies note in the Notes to
Consolidated  Financial  Statements  included in the Company's  Annual Report on
Form 10-K for the fiscal year ended  December 31, 1998.  The Company's  interest
income is sensitive to changes in the general level of interest rates, primarily
U.S.  interest rates. In this regard,  changes in U.S. interest rates affect the
interest  earned on the  Company's  cash  equivalents.  The Company  invests its
excess cash  primarily  in demand  deposits  with United  States banks and money
market  accounts and  short-term  securities.  These  securities,  consisting of
commercial paper and U.S.  government agency  securities,  are carried at market
value (which  approximate  cost),  typically mature or are redeemable  within 90
days, and bear minimal risk. The Company is exposed to changes in exchange rates
in Europe  (primarily  the United  Kingdom and Germany)  and Canada.  All export
sales, with the exception of sales into Canada,  are denominated in U.S. dollars
and bear no exchange rate risk. Gains and losses resulting from foreign currency
transactions in Canada have been immaterial.


                                       13

<PAGE>

                          MOLECULAR DEVICES CORPORATION

                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS


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


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS


The Company  entered into  employment  arrangements  with each of Dr.  Joseph D.
Keegan,  Mr.  Timothy A. Harkness and Mr. John S. Senaldi  pursuant to which the
Company is obligated to issue to each such officer shares of its Common Stock in
exchange for services rendered.  As a result of these arrangements,  the Company
issued  shares of its Common  Stock to these  officers  on the dates and amounts
indicated  below in  reliance on the  exemption  from  registration  afforded by
Section 4(2) of the Securities Act of 1933, as amended.

                                              Number of Shares     Date of Issue

         Dr. Keegan                                3,750              06/30/99
         Mr. Harkness                              1,250              04/09/99
         Mr. Senaldi                                 312              05/06/99


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 20, 1999, and the
voting of stockholders was as follows:

              (a)  Election of directors for the ensuing year:

                                            For               Authority Withheld
                                            ---               ------------------

              Joseph D. Keegan, Ph.D.       8,178,458         136,870
              Moshe H. Alafi                8,177,758         137,570
              David L. Anderson             8,177,758         137,570
              A. Blaine Bowman              8,178,758         136,570
              Paul Goddard, Ph.D.           8,178,758         136,570
              Andre F. Marion               8,177,337         137,991
              Harden M. McConnell, Ph.D.    8,177,437         137,891
              J. Allan Waitz, Ph.D.         8,177,058         138,270


                                       14

<PAGE>

              (b) Approve amendments to the Company's 1995 Stock Option Plan:

              For                        Against                        Abstain
              ---                        -------                        -------

              3,659,307                  2,757,720                      442,602

              (c)  Approve   amendments  to  the  Company's  1995   Non-Employee
                   Director's Stock Option Plan:

              For                        Against                        Abstain
              ---                        -------                        -------

              4,238,840                  2,607,970                      12,819

              (d)  Ratification  of the  appointment  of Ernst &  Young,  LLP as
                   independent auditors for fiscal 1999:

              For                        Against                        Abstain
              ---                        -------                        -------

              8,307,303                  2,300                          5,725


ITEM 5.       OTHER INFORMATION

None.


ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a)        Exhibits

              2.1(1)     Stock and Asset Purchase Agreement, dated as of May 17,
                         1999, among Molecular Devices  Corporation,  a Delaware
                         corporation,  Helge Skare,  Wiel Skare,  Steinar Faanes
                         and Sten Skare, each an individual  resident in Norway,
                         Skatron  Instruments  AS,  a  Norwegian  company,   and
                         Skatron Instruments,  Inc., a Virginia corporation (the
                         Disclosure  Schedule  has  been  omitted  as  permitted
                         pursuant to the rules and regulations of the Securities
                         and Exchange Commission ("SEC"),  but will be furnished
                         supplementally to the SEC upon request).

              2.2(1)     Escrow  Agreement,  dated  as of May  17,  1999,  among
                         Molecular Devices Corporation,  a Delaware corporation,
                         Helge Skare,  Wiel Skare and Greater Bay Trust Company,
                         as Escrow Agent.

              10.5       1995  Non-Employee  Directors'  Stock Option  Plan,  as
                         amended.

              10.7       1995 Stock Option Plan, as amended.

              27.1       Financial Data Schedule.
              ------------------
              (1)        Incorporated  by reference to the  similarly  described
                         exhibit  in the  Company's  Current  Report on Form 8-K
                         filed May 26, 1999.


                                       15

<PAGE>


              (b)        Reports on Form 8-K

                         A report on Form 8-K  dated  May 18,  1999 was filed on
May 26, 1999.


SIGNATURE

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



                  MOLECULAR DEVICES CORPORATION


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

                  Date:  August 10, 1999


                                       16