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, 1998

OR

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


For the transition period from _______________________ to ______________________

Commission File Number 0-27316


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

         Delaware                                                94-2914362

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

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


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


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

                                 YES  X    NO
                                     ---      ---

As of August 11, 1998,  9,415,190 shares of the  Registrant's  Common Stock were
outstanding.


<PAGE>


<TABLE>
                                           MOLECULAR DEVICES CORPORATION

                                   FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1998

                                                       INDEX
<CAPTION>


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

               ITEM 1.   FINANCIAL STATEMENTS (Unaudited)

                         CONDENSED CONSOLIDATED BALANCE SHEETS
                         June 30, 1998 and December 31, 1997..............................................       3

                         CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                         Three and Six Months Ended June 30, 1998 and 1997................................       4

                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                         Six Months Ended June 30, 1998 and 1997..........................................       5

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

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

              ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                         MARKET RISK......................................................................       9



PART II. OTHER INFORMATION


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

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

              ITEM 3.    DEFAULTS UPON 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

</TABLE>

                                                         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,
                                                                                                       1998                  1997
                                                                                                     --------              --------
ASSETS:                                                                                             (unaudited)
<S>                                                                                                  <C>                   <C>     
     Current assets:
          Cash and cash equivalents                                                                  $ 29,786              $ 26,773
          Accounts receivable, net                                                                      9,983                 8,899
          Inventories                                                                                   3,668                 3,465
          Deferred tax asset                                                                            1,537                 1,867
          Other current assets                                                                            676                   122
                                                                                                     --------              --------
               Total current assets                                                                    45,650                41,126

     Equipment and leasehold  improvements, net                                                         1,489                 1,497
     Other assets                                                                                         136                   168
                                                                                                     --------              --------
                                                                                                     $ 47,275              $ 42,791
                                                                                                     ========              ========

LIABILITIES AND STOCKHOLDERS' EQUITY
     Current liabilities:
          Accounts payable                                                                           $  1,601              $  1,316
          Accrued liabilities                                                                           3,268                 3,050
          Deferred revenue                                                                              1,293                 1,008
                                                                                                     --------              --------
               Total current liabilities                                                                6,162                 5,374

     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; 9,412,733 and 9,331,599
             shares issued and outstanding, at June 30, 1998
             and December 31, 1997, respectively                                                            9                     9
          Additional paid-in capital                                                                   41,262                40,302
          Retained earnings (accumulated deficit)                                                         766                (2,546)
          Deferred compensation                                                                          (607)                 (148)
          Accumulated translation adjustment                                                             (317)                 (200)
                                                                                                     --------              --------

               Total Stockholders' Equity                                                              41,113                37,417
                                                                                                     --------              --------

                                                                                                     $ 47,275              $ 42,791
                                                                                                     ========              ========

<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,
                                                                             1998           1997             1998            1997
                                                                           ------------------------        ------------------------

<S>                                                                        <C>             <C>             <C>             <C>     
REVENUES                                                                   $ 11,867        $  9,818        $ 22,213        $ 18,124

COST OF REVENUES                                                              4,510           3,875           8,223           7,066
                                                                           --------        --------        --------        --------

GROSS MARGIN                                                                  7,357           5,943          13,990          11,058
                                                                           --------        --------        --------        --------

OPERATING EXPENSES:
  Research and development                                                    1,488           1,108           2,871           2,187
  Selling, general and administrative                                         3,183           3,008           6,492           5,668
                                                                           --------        --------        --------        --------

    Total operating expenses                                                  4,671           4,116           9,363           7,855
                                                                           --------        --------        --------        --------

INCOME FROM OPERATIONS                                                        2,686           1,827           4,627           3,203
Other income, net                                                               401             294             759             575
                                                                           --------        --------        --------        --------

INCOME BEFORE INCOME TAXES                                                    3,087           2,121           5,386           3,778
Income tax provision                                                         (1,189)           (806)         (2,074)         (1,436)
                                                                           --------        --------        --------        --------

NET INCOME                                                                 $  1,898        $  1,315        $  3,312        $  2,342
                                                                           ========        ========        ========        ========

BASIC NET INCOME PER SHARE                                                 $   0.20        $   0.14        $   0.35        $   0.26
                                                                           ========        ========        ========        ========

DILUTED NET INCOME PER SHARE                                               $   0.20        $   0.14        $   0.34        $   0.24
                                                                           ========        ========        ========        ========

SHARES USED IN COMPUTING BASIC NET INCOME PER SHARE                           9,386           9,084           9,373           9,055
                                                                           ========        ========        ========        ========

SHARES USED IN COMPUTING DILUTED NET INCOME PER SHARE                         9,710           9,670           9,724           9,664
                                                                           ========        ========        ========        ========

<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) Six Months Ended

<CAPTION>
                                                                                                          Six Months Ended
                                                                                                               June 30,
                                                                                                     1998                    1997
                                                                                                   --------                --------
<S>                                                                                                <C>                     <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                                         $  3,312                $  2,342
Adjustments to reconcile net income to net
  cash provided by (used in) operating activities:
     Depreciation and amortization                                                                      379                     334
     Loss on disposal of fixed assets                                                                  --                        22
     Amortization of deferred compensation                                                              119                      68
     (Increase) decrease in assets:
          Accounts receivable                                                                        (1,084)                 (2,412)
          Inventories                                                                                  (203)                 (1,295)
          Deferred tax asset                                                                            330                     585
          Other current assets                                                                         (553)                    (29)
     Increase (decrease) in liabilities:
          Accounts payable                                                                              285                     411
          Accrued liabilities                                                                           372                    (402)
          Deferred revenue                                                                              285                     243
                                                                                                   --------                --------

Net cash provided by (used in) operating activities                                                   3,242                    (133)
                                                                                                   --------                --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                                                   (370)                   (284)
Other assets                                                                                             32                      40
                                                                                                   --------                --------

Net cash used in investing activities                                                                  (338)                   (244)
                                                                                                   --------                --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment on promissory notes                                                                          --                    (1,500)
Issuance of common stock, net                                                                           228                     331
                                                                                                   --------                --------

Net cash provided by (used in) financing activities                                                     228                  (1,169)
                                                                                                   --------                --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                                (119)                    (47)

Net (decrease) increase in cash and cash equivalents                                                  3,013                  (1,593)
Cash and cash equivalents at beginning of period                                                     26,773                  23,727
                                                                                                   --------                --------

Cash and cash equivalents at end of period                                                           29,786                $ 22,134
                                                                                                   ========                ========

<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.  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, 1997.

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, 1998 are not  necessarily  indicative  of the results to be expected for the
entire fiscal year ending December 31, 1998.

Certain  reclassifications  have been made to the financial  statements  for the
three month and six month  periods  ended June 30, 1997 to conform with the 1998
presentation for those periods.

Note 2.  New Accounting Standards

As of January 1, 1998,  the Company  adopted  Statement of Financial  Accounting
Standards No. 130 (SFAS 130).  SFAS 130  establishes new rules for the reporting
and display of comprehensive income and its components; however, the adoption of
this  Statement  had no  impact on the  Company's  net  income or  stockholders'
equity.  SFAS 130 requires  unrealized gains or losses on the Company's  foreign
currency  translation  adjustments,   which  prior  to  adoption  were  reported
separately  in  stockholders'  equity,  to be  included  in other  comprehensive
income. Comprehensive income was approximately $3.2 million and $2.3 million for
the six month periods ended June 30, 1998 and 1997, respectively.

Note 3. Inventories

Inventories consist of (in thousands):

                                             June 30, 1998     December 31, 1997
                                             -------------     -----------------

Finished goods                                   $1,774             $2,051
Work in process                                     587                565
Raw materials and subassemblies                   1,307                849
                                                 ------             ------
                                                 $3,668             $3,465
                                                 ======             ======
                                                         

Note 4. Net Income Per Share

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).


                                       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, 1997 as
filed with the Securities and Exchange Commission on March 26, 1998.

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,
1997 contained in the Company's 1997 Annual Report to Stockholders.  The results
for the three and six month  periods  ended  June 30,  1998 are not  necessarily
indicative  of the  results to be  expected  for the entire  fiscal  year ending
December 31, 1998.

Results of Operations - Three and Six Months Ended June 30, 1998 and 1997.

REVENUES.  Product  revenues  for the second  quarter of 1998  increased  21% to
approximately  $11.9  million  from  approximately  $9.8  million  in the second
quarter of 1997. All three product  families showed increased levels of revenue.
Maxline  product  revenues  increased  primarily  due to  greater  sales  of new
SPECTRAmax  products   worldwide.   Cell  Analysis  product  revenues  increased
primarily  due to  greater  volume  shipments  of the FLIPR  product  worldwide.
Threshold  revenues  increased  primarily  due to greater  volume  shipments  to
military customers worldwide.

Product revenues for the first six months of 1998 increased 23% to approximately
$22.2 million from  approximately  $18.1 million in the same period of the prior
year. All three product  families,  again,  showed  increased  levels of revenue
based on the same trends as discussed above for the second quarter.

GROSS MARGIN.  Gross margin  increased to 62.0% and 63.0% in the second  quarter
and first six months of 1998, respectively,  from 60.5% and 61.1%, respectively,
in the same periods of the prior year. The improved margins for both periods are
due primarily to the continued strength of new SPECTRAmax products.

RESEARCH  AND  DEVELOPMENT.  Research  and  development  expenses for the second
quarter of 1998 increased by 34% to  approximately  $1.5 million (12.5% of total
revenues)  from  approximately  $1.1 million  (11.3% of total  revenues) for the
second  quarter of 1997.  Research  and  development  expenses for the first six
months of 1998  increased by 31% to  approximately  $2.9 million (12.9% of total
revenues) from approximately $2.2 million (12.1% of total revenues) for the same
period of 1997. The increased  spending for both periods is primarily the result
of  additional  headcount  and  increased  expenditures  on  development  of new
products.

SELLING,  GENERAL  AND  ADMINISTRATIVE.   Selling,  general  and  administrative
expenses for the second  quarter of 1998 increased by 6% to  approximately  $3.2
million  (26.8% of total  revenues)  from  approximately  $3.0 million (30.6% of
total  revenues)  for  the  second  quarter  of  1997.   Selling,   general  and
administrative  expenses  for the first six months of 1998  increased  by 15% to
approximately  $6.5 million (29.2% of total  revenues) from  approximately  $5.7
million  (31.3% of total  revenues) for the same period of 1997.  This increased
spending is primarily the result of additional expenditures on marketing,  sales
and  service  related  activities  as the  Company  continued  to expand  market
coverage worldwide. Selling, general and administrative expenses as a percentage
of  total  revenues  has  dropped  for both  periods  primarily  as a result  of
continued  operating  leverage and,  particularly in the second quarter of 1998,
headcount  vacancies in certain sales and marketing  management  positions which
were filled early in the third quarter of 1998.

OTHER INCOME (NET). Net other income for the second quarter and first six months
of 1998  increased  by 36% and 32%,  respectively,  over the same periods in the
prior year primarily due to increased cash balances for both periods.

INCOME TAX  PROVISION.  Income tax  provisions  of $1.2 million and $2.1 million
were recorded in the second quarter and first six months of 1998,  respectively,
as compared to $.8  million  and $1.4  million in the same  periods of the prior
year. The 38.5%  effective tax rate for 1998 has increased from the 38% rate for
1997 primarily due to anticipated  proportional  decreased tax benefits from the
Company's Foreign Sales Corporation.

Liquidity and Capital Resources.

The Company had cash and cash equivalents of approximately $29.8 million at June
30,  1998.   During  the  first  six  months  of  1998,  the  Company  generated
approximately   $3.2  million  and  $228,000  from   operations   and  financing
activities,  respectively, as partially offset by approximately $338,000 used in
investing  activities.  The cash flow

                                       7
<PAGE>


from operations relates primarily to the Company's earnings.  The cash flow from
financing  activities  relates solely to stock option exercises,  while the cash
used in investing activities relates primarily to capital additions.

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 1999. 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.

*    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.

*    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 of such products could lead to substantial  variability from quarter
     to quarter.  In addition,  the Company has historically  received  purchase
     orders and made a significant  portion of each quarter's  product shipments
     near the end of the quarter.  If that pattern continues,  even short delays
     in the  receipt of orders or  shipment  of products at the end of a quarter
     could have a material  adverse  effect on  results of  operations  for that
     quarter. The Company typically experiences a decrease in the level of sales
     in the first  calendar  quarter as  compared  to the fourth  quarter of the
     preceding  year  because of  budgetary  and  capital  equipment  purchasing
     patterns  in  the  life  sciences  industry.  The  Company  also  typically
     experiences 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.  Operating results in
     any  period  should  not be  considered  indicative  of the  results  to be
     expected for any future period.

*    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.

*    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.

*    Year 2000  Compliance.   There can be no assurances that the vendors of the
     Company will be in compliance,  and the Company has no control over whether
     such  vendors  will be in  compliance,  with  year 2000  requirements.  Any
     failure on the part of the  Company's  vendors could  materially  adversely
     effect  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

                                       8
<PAGE>

     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) the Company's
     ability  to  obtain  in a  timely  manner  certain  components  used in its
     products which are currently obtained from single sources; (vii) compliance
     with  governmental  regulations,  including those promulgated by the United
     Sates Food and Drug  Administration and similar state and foreign agencies;
     and (viii) the extent of the  Company's  sales  outside the United  States,
     which involve certain  specific risks,  including risks related to currency
     fluctuations,   imposition   of   government   controls,   export   license
     requirements,  restrictions on export of critical technology, political and
     economic instability or conflicts,  trade restrictions,  changes in tariffs
     and taxes,  difficulties in staffing and managing international  operations
     and   international   distributor   relationships   and  general   economic
     conditions.

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     None.


                                       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 UPON SENIOR SECURITIES

     None.


<TABLE>
ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Matters  presented at the Annual Meeting of  Stockholders  on May 22, 1998,
and the voting of stockholders were as follows:

         (a)  Election of directors for the ensuing year:

<CAPTION>
                                                       Total Vote For Each Director          Total Vote Withheld From
                                                                                                  Each Director
                                                       -----------------------------       -----------------------------
<S>                                                                <C>                                  <C>
          Joseph D. Keegan                                         7,682,136                            8,590
          Moshe H. Alafi                                           7,681,992                            8,734
          David L. Anderson                                        7,682,136                            8,590
          A. Blaine Bowman                                         7,682,136                            8,590
          Paul Goddard                                             7,681,536                            9,190
          Andre F. Marion                                          7,681,536                            9,190
          Harden M. McConnell                                      7,680,992                            9,734
          J. Allan Waitz                                           7,681,536                            9,190

         (b)  Ratification  of Ernst & Young  LLP as the  Company's  independent
              auditors for the fiscal year ending December 31, 1998.

              For:  7,675,873                             Against:  500                          Abstain: 14,353

</TABLE>

ITEM 5.       OTHER INFORMATION

Pursuant to the  Company's  bylaws,  stockholders  who wish to bring  matters or
propose   nominees  for  director  at  the  Company's  1999  annual  meeting  of
stockholders must provide specified  information to the Company between February
20, 1999 and March 22, 1999 (unless  such matters are included in the  Company's
proxy  statement  pursuant to Rule 14a-8 under the  Securities  Exchange  Act of
1934, as amended).


ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

             *10.19  Key Employee Agreement for Joseph D. Keegan dated March 11,
                     1998 (as amended)

              27.1   Financial Data Schedule
              27.2   Financial Data Schedule

         (b)  Reports on Form 8-K

              No  reports  on Form 8-K  were  filed by the  Company  during  the
quarter ended June 30, 1998.

----------------
*Management agreement.


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<PAGE>


SIGNATURE

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


                          MOLECULAR DEVICES CORPORATION


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

                              Date: August 13, 1998




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