SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


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

         For the quarterly period ended September 30, 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 November 9, 1999,  9,632,004 shares of the Registrant's  Common Stock were
outstanding.


<PAGE>


                          MOLECULAR DEVICES CORPORATION

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

                                      Index


                                                                           PAGE
PART I.  FINANCIAL INFORMATION                                            NUMBER


         ITEM 1.   FINANCIAL STATEMENTS (unaudited)

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

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                   Three and Nine Months Ended September 30, 1999 and 1998..  4

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Nine Months Ended September 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......................  8

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



PART II. OTHER INFORMATION


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

         ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS............... 12

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

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

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

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

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

                                       2

<PAGE>


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

                                                     September 30,  December 31,
                                                         1999           1998
                                                       --------       --------
ASSETS:                                               (unaudited)
     Current assets:
          Cash and cash equivalents                    $ 27,061       $ 32,689
          Accounts receivable, net                       15,782         12,958
          Inventories                                     8,182          4,055
          Deferred tax asset                              2,197          1,630
          Other current assets                              636            688
                                                       --------       --------
               Total current assets                      53,858         52,020

     Equipment and leasehold  improvements, net           2,279          2,115
     Other assets                                         5,289            270
                                                       --------       --------
                                                       $ 61,426       $ 54,405
                                                       ========       ========

LIABILITIES AND STOCKHOLDERS' EQUITY
     Current liabilities:
          Accounts payable                             $  3,178       $  2,135
          Accrued liabilities                             4,550          4,945
          Deferred revenue                                1,215          1,502
                                                       --------       --------
               Total current liabilities                  8,943          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; 9,627,591 and 9,476,062
           shares issued and outstanding,
           at September 30, 1999
           and December 31, 1998, respectively               10              9
          Additional paid-in capital                     43,313         42,391
          Retained earnings                               9,716          4,235
          Deferred compensation                            (262)          (586)
          Accumulated translation adjustment               (294)          (226)
                                                       --------       --------

               Total stockholders' equity                52,483         45,823
                                                       --------       --------

                                                       $ 61,426       $ 54,405
                                                       ========       ========

        The accompanying notes are an integral part of these statements.

                                       3

<PAGE>


<TABLE>
                                        MOLECULAR DEVICES CORPORATION

                                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (In thousands, except per share amounts)
                                                 (unaudited)
<CAPTION>
                                                                Three Months Ended       Nine Months Ended
                                                                   September 30,           September 30,
                                                                 1999        1998        1999        1998
                                                               --------    --------    --------    --------
<S>                                                            <C>         <C>         <C>         <C>
REVENUES                                                       $ 15,818    $ 11,901    $ 44,127    $ 34,114
COST OF REVENUES                                                  5,719       4,424      16,267      12,648
                                                               --------    --------    --------    --------
GROSS MARGIN                                                     10,099       7,477      27,860      21,466
                                                               --------    --------    --------    --------
OPERATING EXPENSES:
     Research and development                                     1,949       1,324       5,318       4,195
     Write-off of acquired in-process research & development       --           876       2,037         876
     Selling, general and administrative                          4,581       3,511      12,673      10,002
                                                               --------    --------    --------    --------
          Total operating expenses                                6,530       5,711      20,028      15,073
                                                               --------    --------    --------    --------

INCOME FROM OPERATIONS                                            3,569       1,766       7,832       6,393
Other income, net                                                   313         437       1,081       1,196
                                                               --------    --------    --------    --------

INCOME BEFORE INCOME TAXES                                        3,882       2,203       8,913       7,589
Income tax provision                                             (1,495)       (848)     (3,432)     (2,922)
                                                               --------    --------    --------    --------

NET INCOME                                                     $  2,387    $  1,355    $  5,481    $  4,667
                                                               ========    ========    ========    ========

BASIC NET INCOME PER SHARE                                     $   0.25    $   0.14    $   0.57    $   0.50
                                                               ========    ========    ========    ========

DILUTED NET INCOME PER SHARE                                   $   0.24    $   0.14    $   0.55    $   0.48
                                                               ========    ========    ========    ========

SHARES USED IN COMPUTING BASIC NET INCOME PER SHARE               9,613       9,413       9,574       9,388
                                                               ========    ========    ========    ========

SHARES USED IN COMPUTING DILUTED NET INCOME PER SHARE            10,108       9,705      10,023       9,718
                                                               ========    ========    ========    ========
<FN>

                      The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
                                       4
<PAGE>


                          MOLECULAR DEVICES CORPORATION

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

                                                               Nine Months Ended
                                                                 September 30,
                                                               1999       1998
                                                             -------    -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                     5,481      4,667
Adjustments to reconcile net income to net
 cash provided by operating activities:
     Depreciation and amortization                               657        570
     Write-off of acquired in-process research & develoment    2,037       --
     Amortization of deferred compensation                       324        236
     Amortization of goodwill and developed technology           117       --
     (Increase) decrease in assets:
          Accounts receivable                                 (2,520)    (2,572)
          Inventories                                         (3,614)      (527)
          Deferred tax asset                                    (567)       495
          Other current assets                                    70       (411)
     Increase (decrease) in liabilities:
          Accounts payable                                       942      1,033
          Accrued liabilities                                   (445)       872
          Deferred revenue                                      (287)       202
                                                             -------    -------

Net cash provided by operating activities                      2,195      4,565
                                                             -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                            (732)      (844)
Acquisition of Skatron Instruments AS, net of cash on hand    (7,118)      --
Other assets                                                    (419)      (102)
                                                             -------    -------

Net cash used in investing activities                         (8,269)      (946)
                                                             -------    -------

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of promissory notes                                   (226)      --
Issuance of common stock, net                                    740        362
                                                             -------    -------

Net cash provided by financing activities                        514        362
                                                             -------    -------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                          (68)        56

Net (decrease) increase in cash and cash equivalents          (5,628)     4,037
Cash and cash equivalents at beginning of period              32,689     26,773
                                                             -------    -------

Cash and cash equivalents at end of period                    27,061     30,810
                                                             =======    =======


       The accompanying notes are an integral part of these statements.

                                       5

<PAGE>

                          MOLECULAR DEVICES CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


Note 1. Basis of Presentation

The accompanying  unaudited condensed consolidated financial statements included
herein have been prepared by the Company,  without audit,  pursuant to the rules
and regulations of the Securities and Exchange  Commission.  Certain information
and footnote  disclosures  normally included in financial statements prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant to such rules and  regulations,  although the Company believes
the disclosures  which are made are adequate to make the  information  presented
not misleading. 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 nine  month  periods  ended
September 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 Standards

In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
of Accounting Standards (SFAS) No. 133,  "Accounting for Derivative  Instruments
and  Hedging  Activities".  We are  required  to adopt SFAS No. 133 for the year
ending  December 31, 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 $2.5 million and
$1.5  million for the three month  periods  ended  September  30, 1999 and 1998,
respectively.  Comprehensive  income was  approximately  $5.4  million  and $4.7
million  for  the  nine  month  periods  ended  September  30,  1999  and  1998,
respectively.

Note 4. Inventories

Inventories consist of (in thousands):
                                         September 30, 1999   December 31, 1998
                                         ------------------   -----------------
                                              (unaudited)


Finished goods                                  $3,936              $1,660
Work in process                                  1,429                 602
Raw materials and subassemblies                  2,817               1,793
                                                ------              ------
                                                $8,182              $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

                                       6
<PAGE>

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                                                $45,177
          Net income                                              $6,727
          Diluted net income per share                             $0.67

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.

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:

<CAPTION>
                                                       Three Months Ended  Nine Months Ended
                                                         September 30,       September 30,
                                                        1999      1998      1999       1998
                                                       -------   -------   -------   -------
<S>                                                    <C>       <C>       <C>       <C>
Net Income                                             $ 2,387   $ 1,355   $ 5,481   $ 4,667

Denominator for basic EPS-weigted
average common shares outstanding                        9,613     9,413     9,574     9,388

Effect of dilutive securities-employee stock options       495       292       449       330
                                                       -------   -------   -------   -------
Denominator for diluted EPS-weighted average
common shares outstanding plus di1utive securities      10,108     9,705    10,023     9,718
                                                       -------   -------   -------   -------
BASIC NET INCOME PER SHARE                             $  0.25   $  0.14   $  0.57   $  0.50
                                                       =======   =======   =======   =======
DILUTED NET INCOME PER SHARE                           $  0.24   $  0.14   $  0.55   $  0.48
                                                       =======   =======   =======   =======
</TABLE>
                                       7

<PAGE>


                          MOLECULAR DEVICES CORPORATION


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

Except for the historical information contained herein, the following discussion
contains "forward-looking statements" that involve risks and uncertainties.  For
this purpose,  any statements contained in this Form 10Q that are not statements
of historical fact may be deemed to be forward-looking statements. Words such as
"believes,"  "anticipates,"  "plans,"  "expects," "will" and similar expressions
are  intended  to  identify  forward-looking  statements.  There are a number of
important factors that could cause the results of Molecular Devices  Corporation
to differ  materially from those indicated by these  forward-looking  statements
including,  among  others,  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  1998 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 nine month periods ended September
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 Nine Months Ended September 30, 1999 and 1998.

REVENUES.  Revenues for the third quarter of 1999 increased 33% to approximately
$15.8  million from  approximately  $11.9  million in the third quarter of 1998.
Maxline and Cell Analysis product families generated increased levels of revenue
which were partially offset by decreased  Threshold  revenues.  Maxline revenues
increased  primarily  due to  greater  sales of new  SPECTRAmax  products,  most
notably the Gemini, which addresses the fluorescence plate reader market and our
newly  acquired  Skatron  washer  product  line which is included in the Maxline
family.  Cell Analysis revenues  increased due to the continued  strength of our
FLIPR384 products introduced in late 1998. Threshold revenues declined primarily
as a result of decreased demand from military customers worldwide.

Revenues for the first nine months of 1999 increased 29% to approximately  $44.1
million from approximately $34.1 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 63.8% and 63.1% in the third quarter and
first  nine  months of 1999,  respectively,  as  compared  to 62.8%  and  62.9%,
respectively,  in the same periods of 1998. The improved margin  performance for
both periods was primarily due to increased  sales of new higher margin  Maxline
and Cell Analysis products,  specifically the Gemini and FLIPR384,  aimed at the
fluorescence market.

RESEARCH  AND  DEVELOPMENT.  Research  and  development  expenses  for the third
quarter of 1999 increased by 47% to  approximately  $1.9 million (12.3% of total
revenues)  from  approximately  $1.3 million  (11.1% of total  revenues) for the
third  quarter of 1998.  Research  and  development  expenses for the first nine
months of 1999  increased by 27% to  approximately  $5.3 million (12.1% of total
revenues) from approximately $4.2 million (12.3% of total revenues) for the same
period of 1998. The increased  spending for both periods is primarily the result
of additional personnel and increased spending on product 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 third quarter of 1999  increased by 30% to  approximately  $4.6
million  (29.0% of total  revenues)  from  approximately  $3.5 million (29.5% of
total   revenues)  for  the  third  quarter  of  1998.   Selling,   general  and
administrative  expenses  for the

                                       8
<PAGE>

first nine months of 1999 increased by 27% to approximately $12.7 million (28.7%
of total  revenues) from  approximately  $10.0 million (29.3% 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 third quarter of 1999 decreased by
28% to approximately  $313,000 from approximately  $437,000 in the third quarter
of 1998 due to a decreased  average  cash  balance,  and  correspondingly  lower
interest  earnings as a result of the Skatron  acquisition in the second quarter
of 1999. Net other income for the first nine months of 1999 decreased  nominally
to $1.1  million  from $1.2  million in the same period last year.  Average cash
balances for these  periods  decreased  nominally 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 $1.5 million and $3.4 million
were recorded in the third quarter and first nine months of 1999,  respectively,
as compared to $848,000  and $2.9 million in the same periods of the prior year.
The effective tax rate for all periods was 38.5%.

Liquidity and Capital Resources

The Company had cash and cash  equivalents  of  approximately  $27.0  million at
September 30, 1999,  compared to $32.7 million at December 31, 1998.  During the
first nine months of 1999,  the Company  generated  $2.2  million and  $514,000,
respectively,  from operating and financing activities as offset by $8.3 million
used in  investing  activities.  The cash used in investing  activities  relates
primarily to the Skatron acquisition and approximately $732,000 spent on capital
additions.  The cash  generated by  operating  activities  relates  primarily to
earnings for the period as partially offset by short-term  working capital needs
for  accounts  receivable  and  inventory  required  to  support  the  Company's
increased  sales  levels and new product  introductions.  The cash  generated by
financing  activities  related to stock option  exercises as partially 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  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

                                       9
<PAGE>

     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 quarters of 1999 and 1998 exceeded  revenues for the second  quarters
     of 1999 and 1998  due to the  phasing  in of new  products,  including  the
     Skatron  acquisition in the second  quarter of 1999.  The Company  believes
     that the third  quarter  seasonality  trend may recur in the  future as the
     Company increases efforts to further penetrate European Markets.  Operating
     results in any period should not be considered indicative of the results to
     be expected for any future period.

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

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

o    Year 2000  Compliance.  The  Company  has a Year 2000  project  in place to
     address  the  potential  exposures  related to the  impact on its  computer
     systems and  scientific and  manufacturing  equipment  containing  computer
     related   components  for  the  Year  2000  and  beyond.  The  Company  has
     substantially completed 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 have been  defined to achieve  Year 2000  compliance.  Testing of the
     Company's  business  critical  application  programs  began  in the  fourth
     quarter of 1998 and was completed in 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.

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<PAGE>

     Any failure on the part of the Company's third parties, which could include
     inability to deliver or purchase product, could materially adversely affect
     the Company's business, financial condition and results of operations.

Other Factors.  The Company's business is affected by other factors,  including:
(i) the possibility  that the introduction or announcement of new products would
render existing  products  obsolete or result in a delay or decrease in purchase
orders for existing  products;  (ii) the extent to which and the timing in which
the Company's  products  achieve market  acceptance;  (iii) the capital spending
policies of the Company's customers (which depend on various factors,  including
the resources available to such customers, the spending priorities among various
types of research  equipment  and the policies  regarding  capital  expenditures
during  recessionary   periods),   including  those  policies  of  universities,
government  research  laboratories  and  other  institutions  whose  funding  is
dependent  on grants from  government  agencies;  (iv)  competition  in the life
sciences  instrumentation market which is highly competitive and expected by the
Company to increase; (v) the Company's ability to obtain and maintain patent and
other  intellectual  property  protection for its products and technology;  (vi)
compliance with  governmental  regulations,  including those  promulgated by the
United  Sates  Food  and Drug  Administration  and  similar  state  and  foreign
agencies; and (vii) the extent of the Company's sales outside the United States,
which  involve  certain  specific  risks,  including  risks  related to currency
fluctuations,  imposition of government controls,  export license  requirements,
restrictions   on  export  of  critical   technology,   political  and  economic
instability or conflicts,  trade restrictions,  changes in tariffs and taxes and
difficulties in staffing and managing international operations and international
distributor relationships.


ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

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


                                       11
<PAGE>



                          MOLECULAR DEVICES CORPORATION


                           PART II. OTHER INFORMATION


Item 1.       LEGAL PROCEEDINGS

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


Item 2.       CHANGES IN SECURITIES AND USE OR 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               09/30/99
         Mr. Harkness                  1,250               07/09/99
         Mr. Senaldi                     312               08/06/99



Item 3.       DEFAULTS UPON SENIOR SECURITIES

     None.


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

     None.

Item 5.       OTHER INFORMATION

None


ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

              27.1    Financial Data Schedule

         (b)  Reports on Form 8-K

              No  reports  on Form 8-K  were  filed by the  Company  during  the
quarter ended September 30, 1999.

                                       12

<PAGE>


SIGNATURE

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


                            MOLECULAR DEVICES CORPORATION


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

                            Date: November 12, 1999

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