SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


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

         For the quarterly period ended March 31, 1997

OR

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


For the transition period from ____________ to _________________

Commission File Number 0-27316


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

         Delaware                                        94-2914362

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

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


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


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

                                 YES  X   NO
                                     --       --

As of May 8,  1997,  9,088,263  shares of the  Registrant's  Common  Stock  were
outstanding.

<PAGE>

                          MOLECULAR DEVICES CORPORATION

                 FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1997

                                      INDEX


                                                                            PAGE
PART I.  FINANCIAL INFORMATION                                            NUMBER


         ITEM 1. FINANCIAL STATEMENTS

                 CONDENSED CONSOLIDATED BALANCE SHEETS
                 March 31, 1997 and December 31, 1996.....................  2

                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                 Three Months Ended March 31, 1997 and 1996...............  3

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 Three Months Ended March 31, 1997 and 1996...............  4

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.....  5

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS......................  7



PART II. OTHER INFORMATION


         ITEM 1. LEGAL PROCEEDINGS ....................................... 10

         ITEM 2. CHANGES IN SECURITIES.................................... 10

         ITEM 3. DEFAULTS ON SENIOR SECURITIES............................ 10

         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...... 10

         ITEM 5. OTHER INFORMATION........................................ 10

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................... 10

SIGNATURE     ............................................................ 11

                                       1
<PAGE>


                          PART I: FINANCIAL INFORMATION

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

                                                          March 31, December 31,
                                                            1997        1996
                                                            ----        ----
ASSETS:                                                  (unaudited)
  Current assets:
    Cash and cash equivalents                              $ 22,524    $ 23,727
    Accounts receivable, net                                  5,833       5,396
    Inventories                                               3,171       2,470
    Deferred tax assets                                       2,959       3,216
    Other current assets                                        308         142
                                                           --------    --------
        Total current assets                                 34,795      34,951

     Equipment and leasehold improvements, net                1,573       1,632
     Other assets                                               229         250
                                                           --------    --------
                                                           $ 36,597    $ 36,833
                                                           ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY:
  Current liabilities:
     Accounts payable                                      $  2,609    $  1,933
     Accrued liabilities                                      2,779       3,527
     Deferred revenue                                           751         596
     Current obligations under promissory notes                --         1,500
                                                           --------    --------
        Total current liabilities                             6,139       7,556

  Stockholders' equity
     Preferred stock, no par value; 3,000,000
         authorized; no shares outstanding                     --          --
     Common stock, $.001 par value; 30,000,000
         shares authorized; 9,050,474 and 8,988,094
         shares issued and outstanding at
         March 31, 1997 and December 31, 1996,
         respectively                                             9           9
     Additional paid-in-capital                              37,644      37,462
     Accumulated deficit                                     (6,821)     (7,848)
     Deferred compensation                                     (367)       (401)
     Accumulated translation adjustment                          (7)         55
                                                           --------    --------
        Total stockholders' equity                           30,458      29,277
                                                           --------    --------
                                                           $ 36,597    $ 36,833
                                                           ========    ========

        The accompanying notes are an integral part of these statements.

                                       2
<PAGE>

                          MOLECULAR DEVICES CORPORATION

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

                                                            Three Months Ended
                                                                March 31,
                                                           --------------------
                                                             1997         1996

REVENUES:
  Product revenues                                          $ 8,304      $ 6,005
  Contract revenues                                               2           97
                                                            -------      -------
    Total revenues                                            8,306        6,102
                                                            -------      -------
COST OF REVENUES:
  Cost of product revenues                                    3,191        2,196
  Cost of contract revenues                                    --             46
                                                            -------      -------
    Total cost of revenues                                    3,191        2,242
                                                            -------      -------
    Gross margin                                              5,115        3,860
                                                            -------      -------
OPERATING EXPENSES:
  Company-funded research and development                     1,078        1,029
  Selling, general and administrative                         2,661        2,103
                                                            -------      -------
    Total operating expenses                                  3,739        3,132
                                                            -------      -------

Income  from operations                                       1,376          728
Other income (expense), net                                     281          265
                                                            -------      -------

Income before income taxes                                    1,657          993
Income tax (provision) benefit                                 (630)         100
                                                            -------      -------

NET INCOME                                                  $ 1,027      $ 1,093
                                                            =======      =======

NET INCOME PER SHARE                                        $  0.11      $  0.12
                                                            =======      =======

SHARES USED IN COMPUTING NET INCOME PER SHARE                 9,656        9,427
                                                            =======      =======

        The accompanying notes are an integral part of these statements.

                                       3
<PAGE>
                          MOLECULAR DEVICES CORPORATION

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

                                                            Three Months Ended
                                                                March 31,
                                                           --------------------
                                                             1997         1996

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                 $  1,027    $  1,093
Adjustments to reconcile net income to net
   cash used in operating activities:
              Depreciation and amortization                     159         155
              Amortization of deferred compensation              34          33
              Loss on disposal of fixed asset                    15        --
              (Increase) decrease in assets:
                    Accounts receivable                        (437)        (23)
                    Inventories                                (701)       (389)
                    Deferred tax asset                          257        (173)
                    Other current assets                       (166)          1
               Increase (decrease) in liabilities:
                    Accounts payable                            676         189
                    Accrued liabilities                        (749)       (567)
                    Deferred revenue                            155          13
                                                           --------    --------
Net cash provided by operating activities                       270         332
                                                           --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                           (115)        (67)
Other assets                                                     22          (6)
                                                           --------    --------
Net cash used in investing activities                           (93)        (73)
                                                           --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on credit arrangements                              --           (17)
Repayment on promissory notes                                (1,500)       --
Issuance of common stock, net                                   182          23
                                                           --------    --------
Net cash (used in) provided by financing activities          (1,318)          6
                                                           --------    --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH:                        (62)        (10)
                                                           --------    --------
Net increase (decrease) in cash and cash equivalents         (1,203)        255
Cash and cash equivalents at beginning of period             23,727      20,379
                                                           --------    --------
Cash and cash equivalents at end of period                 $ 22,524    $ 20,634
                                                           ========    ========

        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>

                          MOLECULAR DEVICES CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1. Basis of Presentation

The accompanying  unaudited condensed consolidated financial statements included
herein have been prepared by the Company,  without audit,  pursuant to the rules
and regulations of the Securities and Exchange  Commission.  Certain information
and footnote  disclosures  normally included in financial statements prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant to such rules and  regulations,  although the Company believes
the disclosures  which are made are adequate to make the  information  presented
not  misleading.  It is suggested that these  condensed  consolidated  financial
statements be read in conjunction with the consolidated financial statements and
the notes thereto  included in the Company's  Annual Report to Stockholders  for
the fiscal year ended December 31, 1996.

The  unaudited  condensed  consolidated  financial  statements  included  herein
reflect all adjustments (which include only normal, recurring adjustments) which
are, in the opinion of management, necessary to state fairly the results for the
periods  presented.  The results for the three month period ended March 31, 1997
are not  necessarily  indicative  of the results to be  expected  for the entire
fiscal year ending December 31, 1997.

Certain  reclassifications  have been made to the financial  statements  for the
three month period  ended March 31, 1996 to conform  with the 1997  presentation
for those periods.

Note 2.  New Accounting Standards

In February 1997, the Financial  Accounting Standards Board issued Statements of
Financial  Accounting  Standards  (FAS) 128,  "Earnings per Share," and FAS 129,
"Disclosure of Information  about Capital  Structure,"  which are required to be
adopted on December  31,  1997.  At that time,  the Company  will be required to
change the method  currently  used to compute  earnings  per share  (EPS) and to
restate all prior periods as required by FAS 128. Under the new requirements for
calculating  EPS, the dilutive  effect of stock  options will be excluded from a
new EPS  measure,  Basic EPS. The impact is expected to result in an increase in
Basic EPS for the  first  quarter  ended  March  31,  1997 and  March 31,  1996;
however,  this impact is not expected to be  material.  The impact of FAS 128 on
the calculation of the second new EPS measure,  Diluted  Earnings Per Share, for
these quarters is not expected to be material.

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

Note 3. Inventories

Inventories consist of (in thousands):

                                     March 31, 1997         December 31, 1996
                                     --------------         -----------------

Finished goods                      $        1,772         $        1,087
Work in process                                361                    488
Raw materials and subassemblies              1,038                    895
                                      -------------          -------------
                                    $        3,171         $        2,470
                                      =============          =============

                                       5

<PAGE>

Note 4. Promissory Notes

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

Note 5. Income Taxes

An income tax  provision of $630,000 was  recorded  for the  three-month  period
ended March 31,  1997.  An income tax benefit of $100,000  was  recorded for the
three-month   period  ended  March  31,  1996.  The  benefit  recorded  for  the
three-month  period ended March 31, 1996,  resulted primarily from the reduction
of the  valuation  allowance on the net  deferred tax assets due to  anticipated
pretax income. As of December 31, 1996,  management  concluded that no valuation
allowance  was required on the net  deferred  tax asset based on its  assessment
that current levels of income would be sufficient to realize the tax benefit.

Note 6. Net Income Per Share

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


                                       6
<PAGE>

                          MOLECULAR DEVICES CORPORATION


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

Except for the historical information contained herein, the following discussion
contains  forward-looking  statements that involve risks and uncertainties.  The
Company's  actual results could differ  materially  from those  discussed  here.
Factors that could cause or contribute to such differences  include, but are not
limited to, those discussed in this section,  as well as those identified in the
Company's  Annual  Report on Form 10-K for the year ended  December  31, 1996 as
filed with the Securities and Exchange Commission on March 27, 1997.

The  following  discussion  should  be read in  conjunction  with the  unaudited
condensed consolidated financial statements and notes thereto included in Part I
- Item 1 of  this  Quarterly  Report  and  the  audited  consolidated  financial
statements  and notes  thereto  and  Management's  Discussion  and  Analysis  of
Financial  Condition and Results of Operations  for the year ended  December 31,
1996 contained in the Company's 1996 Annual Report to Stockholders.  The results
for the first quarter of 1997 are not  necessarily  indicative of the results to
be expected for the entire fiscal year ending December 31, 1997.

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 1997 AND 1996

Product  revenues.  Product revenues for the first quarter of 1997 increased 38%
to  approximately  $8.3  million  from  approximately  $6.0 million in the first
quarter of 1996. The Maxline and Cell Analysis product families showed increased
levels of revenue.  Maxline product revenues increased  primarily due to greater
sales of SPECTRAmax  products and the fMAX in the United  States.  Cell Analysis
product  revenues  increased  primarily  due to greater  sales of a new  product
(introduced in the second quarter of 1996).  Threshold  product family  revenues
decreased  primarily  due to the lower  shipments to the U.S. Army and decreased
revenue from the sale of Threshold products worldwide.

Gross margin on product revenues. The gross margin on product revenues decreased
to 61.6% in the first  quarter of 1997 from  63.4% in the first  quarter of 1996
due primarily to increased  sales of new lower margin  Maxline and Cell Analysis
products. In addition, the margin was negatively impacted by decreased Threshold
product shipments.

Company-Funded Research and Development. Company-funded research and development
expenses  for the first  quarter  of 1997  increased  5% to  approximately  $1.1
million (13% of total product revenues) from  approximately  $1.0 million (17.1%
of total product revenues) for the first quarter of 1996.

Selling,  General  and  Administrative.   Selling,  general  and  administrative
expenses  for the first  quarter of 1997  increased  27% to  approximately  $2.7
million (32.0% of total product revenues) from  approximately  $2.1 million (35%
of total product revenues) for the first quarter of 1996. The increased spending
is primarily the result of additional  spending on marketing,  sales and service
related activities as the Company continued to expand market coverage.

Other Income  (Expense),  Net.  Net other  income for the first  quarter of 1997
increased by 6% to approximately  $281,000 from  approximately  $265,000 for the
first  quarter of 1996.  The  increased  net other income  relates  primarily to
increased  interest  income earned as a result of increased cash balances in the
first quarter of 1997 as compared to the first quarter of 1996.

Provision for Taxes.  An income tax provision of $630,000  recorded in the first
quarter of 1997 decreased net income,  whereas an income tax benefit of $100,000
recorded in the first quarter of 1996 increased net income. The benefit recorded
for the first quarter of 1996 related primarily to a reduced valuation allowance
on the  Company's net deferred tax assets.  As of December 31, 1996,  management
concluded that no valuation allowance was required on the net deferred tax asset
based on its  assessment  that current  levels of income would be  sufficient to
realize the tax benefit.

Liquidity and Capital Resources

The Company had cash and cash  equivalents  of $22.5  million at March 31, 1997.
The Company  generated  $270,000 from operations which was offset by $93,000 and
$1.3 million used in investing and financing activities,  respectively. The cash
used in investing activities related primarily to capital expenditures,  whereas
the cash used 

                                       7
<PAGE>

in financing  activities related to the $1.5 million repayment of the promissory
notes as offset by $182,000 of cash provided by stock option exercises.

The Company believes that its existing capital resources and cash expected to be
generated from future  operations  will be sufficient to fund its operations and
anticipated capital  expenditures  through at least 1998. However, the Company's
future  liquidity and capital  requirements  will depend upon numerous  factors,
including the resources the Company  devotes to  developing,  manufacturing  and
marketing its  products,  the extent to which the  Company's  products  generate
market acceptance and demand, potential acquisition opportunities that may arise
and other factors. As such, there can be no assurances that the Company will not
require additional financing within this time frame and, therefore,  the Company
may in the future seek to raise additional  funds through bank facilities,  debt
or equity offerings or other sources of capital.  Additional  funding may not be
available when needed or on terms acceptable to the Company,  which could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

Factors That May Affect Future Results

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

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

         o    Fluctuations in Quarterly Operating Results;  Lack of Backlog. The
              Company  manufactures  its  products  to  forecast  rather than to
              outstanding  orders,  and products are typically shipped within 30
              to 90 days of purchase  order  receipt.  As a result,  the Company
              does not believe the amount of backlog at any  particular  date is
              indicative   of  its  future   level  of  sales.   The   Company's
              manufacturing procedures may in certain instances create a risk of
              excess  or  inadequate  inventory  levels  if  orders do not match
              forecasts.  The Company's  expense  levels are based,  in part, on
              expected future sales. If sales levels in a particular  quarter do
              not  meet  expectations,  the  Company  may not be able to  adjust
              operating  expenses  sufficiently  quickly to  compensate  for the
              shortfall,   and  the  Company's  results  of  operations  may  be
              materially adversely affected.  Many of the Company's products are
              subject to long customer procurement processes.  Accordingly,  the
              timing of capital equipment  purchases by customers is expected to
              be uneven and  difficult to predict.  In addition,  a  significant
              portion of the Company's  revenues is typically derived from sales
              of a small number of relatively  high-priced systems, and sales of
              such  products  may  increase  as a  percentage  of revenue in the
              future.  Delays in receipt of anticipated  orders or such products
              could lead to substantial  variability from quarter to quarter. In
              addition,  the Company has historically  received  purchase orders
              and made a significant portion of each quarter's product shipments
              near the end of the quarter. If that pattern continues, even short
              delays in the receipt of orders or shipment of products at the end
              of a quarter  could have a material  adverse  effect on results of
              operations for that quarter.  The Company typically  experiences a
              decrease  in the level of sales in the first  calendar  quarter as
              compared to the fourth  quarter of the  preceding  year because of
              budgetary and capital  equipment  purchasing  patterns in the life
              sciences  industry.  In  1995,  the  Company  also  experienced  a
              decrease in product  revenues in the third quarter compared to the
              second quarter,  related to seasonality  primarily associated with
              lower European and academic  sales during the summer  months.  The
              Company's product revenues  increased in the third quarter of 1996
              compared  to the  second  quarter  of  1996  primarily  due to the
              introduction of a new Cell Analysis product. The Company, however,
              expects the third quarter  seasonality trend to continue in future
              years  as  the  Company   increases   its  efforts  to   penetrate
              international markets.  Operating results in any period should not
              be  considered  indicative  of the results to be expected  for any
              future period.

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

                                       8
<PAGE>

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



                                       9
<PAGE>


MOLECULAR DEVICES CORPORATION


PART II.      OTHER INFORMATION


ITEM 1.       LEGAL PROCEEDINGS

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


ITEM 2.       CHANGES IN SECURITIES

None.


ITEM 3.       DEFAULTS ON 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

                    None.

                                       10
<PAGE>

SIGNATURE

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


                         MOLECULAR DEVICES CORPORATION


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

                         Date:  May 13, 1997


                                       11