<PAGE>
                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                           
                                      FORM 10-Q
                                           
                                           
                                           
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997.

[ ] 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 0-19955
                                                                         -------


                               MOLECULAR DYNAMICS, INC.
                (Exact name of registrant as specified in its charter)
                                           
                                           
                                           
         Delaware                                94-3050031
         (State or other jurisdiction            (IRS Employer Identification
         of incorporation or organization)       Number)


                                           
                 928 EAST ARQUES AVENUE, SUNNYVALE, CALIFORNIA 94086
                (Address of principal executive offices and zip code)
                                           
                                    (408) 773-1222
                 (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.

                                                      [X]  Yes       [ ] No


As of July 27, 1997, 10,214,449 shares of Common Stock of the Registrant were 
outstanding.

                                       1
<PAGE>

                               MOLECULAR DYNAMICS, INC.
                                           
                                        INDEX
                                           
                                           
                                           
                            PART I.  FINANCIAL INFORMATION
                                           
                                                                         PAGE(S)
Item 1.  Financial Statements                                            -------


         Condensed Consolidated Balance Sheets
         June 30, 1997 and December 31, 1996...........................     3

         Condensed Consolidated Statements of Income
         Three and six months ended June 30, 1997 and 1996.............     4

         Condensed Consolidated Statements of Cash Flows
         Six months ended June 30, 1997 and 1996.......................     5

         Notes to Interim Condensed Consolidated Financial Statements..     6-7

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations.................     8-11


PART II.  OTHER INFORMATION
 
Item 4.  Submission of Matters to a Vote of Security-Holders...........     12

Item 6.  Exhibits and Reports on Form 8-K..............................     13

Signatures.............................................................     14

                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
                                           
                      MOLECULAR DYNAMICS, INC. AND SUBSIDIARIES
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                          (IN THOUSANDS, EXCEPT SHARE DATA)

                                                     JUNE 30,     DECEMBER 31,
                                                       1997           1996    
                                                       ----           ----
                                                   (Unaudited)
ASSETS

Current assets:
   Cash and cash equivalents                        $ 8,568        $ 8,024
   Securities available-for-sale                     11,874         12,617
   Accounts receivable, net                          14,025         12,561
   Inventories                                        9,105          6,869
   Prepaids and other current assets                    671            347
                                                    -------        -------
      Total current assets                           44,243         40,418

Property and equipment, net                           4,086          2,997
Other assets, net                                     2,457          2,628
                                                    -------        -------

      Total assets                                  $50,786        $46,043
                                                    -------        -------
                                                    -------        -------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                 $ 2,777        $ 3,264
   Accrued expenses                                   5,365          5,073
   Factoring liability                                1,514          1,124
   Unearned revenue and customer advances             3,020          3,068
                                                    -------        -------
      Total current liabilities                      12,676         12,529
                                                    -------        -------


Stockholders' equity:
   Common stock and additional paid-in capital       38,484         39,964
   Retained earnings (accumulated deficit)              168         (2,426)
   Cumulative translation adjustment                   (142)           (86)
   Unrealized gain on securities available-for-sale       1              5
   Less 41,528 and 445,800 shares of common
      stock in treasury in 1997 and 1996, 
      respectively, at cost                            (401)        (3,943)
                                                    -------        -------

      Total stockholders' equity                     38,110         33,514
                                                    -------        -------

      Total liabilities and stockholders' equity    $50,786        $46,043
                                                    -------        -------
                                                    -------        -------
SEE ACCOMPANYING NOTES.

                                       3
<PAGE>
                                           
                      MOLECULAR DYNAMICS, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                        (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                     (UNAUDITED)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED            SIX MONTHS ENDED
                                                            JUNE 30,                      JUNE 30,
                                                      1997           1996           1997           1996
                                                      ----           ----           ----           ----
<S>                                             <C>            <C>            <C>            <C>
Sales and other revenue                           $  13,880      $  12,151      $  26,886      $  23,035
Cost of sales and other revenue                       6,149          5,191         11,697          9,941
                                                  ---------      ---------      ---------      ---------

         Gross profit                                 7,731          6,960         15,189         13,094
                                                  ---------      ---------      ---------      ---------

Operating expenses:
    Research and development                          1,614          1,743          3,684          3,347
    Sales and marketing                               3,641          3,804          6,885          7,463
    General and administrative                        1,026            882          2,198          1,685
                                                  ---------      ---------      ---------      ---------

         Total operating expenses                     6,281          6,429         12,767         12,495
                                                  ---------      ---------      ---------      ---------

         Operating income                             1,450            531          2,422            599

Interest income, net                                    241            162            516            374
Other income                                             50              7              7             26
                                                  ---------      ---------      ---------      ---------

         Income before income taxes                   1,741            700          2,945            999

Income taxes                                            209             70            353             82
                                                  ---------      ---------      ---------      ---------

         Net income                               $   1,532      $     630      $   2,592      $     917
                                                  ---------      ---------      ---------      ---------
                                                  ---------      ---------      ---------      ---------

Earnings per share                                $     .14      $     .06      $     .23      $     .09
                                                  ---------      ---------      ---------      ---------
                                                  ---------      ---------      ---------      ---------

Shares used to compute earnings per share            11,219         10,681         11,144         10,687
                                                  ---------      ---------      ---------      ---------
                                                  ---------      ---------      ---------      ---------
</TABLE>


SEE ACCOMPANYING NOTES.

                                       4
<PAGE>


                  MOLECULAR DYNAMICS, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (IN THOUSANDS)
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        SIX MONTHS ENDED
                                                                            JUNE 30,
                                                                            --------
                                                                      1997            1996
                                                                      ----            ----
<S>                                                               <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
         Net cash used in operating activities                      (1,163)           (921)
                                                                  --------         -------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment                             (1,393)           (556)
    Capitalized software development costs                            (312)           (264)
    Purchases of securities available-for-sale                     (22,071)         (6,594)
    Maturities and sales of securities available-for-sale           22,811          11,564
    Other assets                                                       147              17
                                                                  --------         -------
         Net cash (used in) provided by investing activities          (818)          4,167
                                                                  --------         -------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Purchase of treasury stock                                           -            (650)
    Reissuance of treasury stock                                     2,061             478
    Net increase in factoring liability                                390               -
                                                                  --------         -------
         Net cash provided by (used in) financing activities         2,451            (172)
                                                                  --------         -------

Effect of exchange rate changes on cash                                 74             133
                                                                  --------         -------
Net increase in cash and cash equivalents                              544           3,207
Cash and cash equivalents at beginning of period                     8,024           2,727
                                                                  --------         -------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                        $  8,568         $ 5,934
                                                                  --------         -------
                                                                  --------         -------
</TABLE>

SEE ACCOMPANYING NOTES.

                                       5
<PAGE>

                      MOLECULAR DYNAMICS, INC. AND SUBSIDIARIES
                                           
                                           
             NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (UNAUDITED)
                                           
                                           
NOTE 1 - BASIS OF PRESENTATION

    The accompanying condensed consolidated balance sheets of Molecular 
Dynamics, Inc. and subsidiaries (Molecular Dynamics or the Company) as of 
June 30, 1997 and December 31, 1996 and the related condensed consolidated 
statements of income for the three and six month periods ended June 30, 1997 
and 1996 and the condensed consolidated statements of cash flows for the six 
months ended June 30, 1997 and 1996 have been prepared on substantially the 
same basis as are the annual consolidated financial statements.  In the 
opinion of management, the condensed consolidated financial statements 
reflect all adjustments, consisting only of normal recurring adjustments, 
necessary for a fair presentation of the financial position, operating 
results and cash flows for those periods presented.  The results of 
operations for the three and six months ended June 30, 1997 are not 
necessarily indicative of results to be expected for the entire year.  These 
condensed consolidated financial statements should be read in conjunction 
with the consolidated financial statements, and notes thereto, for the year 
ended December 31, 1996 included in the Company's Form 10-K/A.

    For clarity of presentation the Company has indicated that its second 
quarters ended June 30 and its fiscal year ended December 31, whereas in 
fact, the Company's second quarters for fiscal years 1997 and 1996 ended on 
June 29, 1997 June 30, 1996, respectively, and its fiscal year ended December 
29, 1996.

NOTE 2 - INVENTORIES

    Inventories consisted of (in thousands):

                                     June 30,                December 31,
                                       1997                     1996
                                       ----                     ----
         Raw material                $ 4,491                  $ 3,045
         Work-in-process               2,096                    1,786
         Finished goods                2,518                    2,038
                                     -------                  -------
                                     $ 9,105                  $ 6,869
                                     -------                  -------
                                     -------                  -------

NOTE 3 - NEW ACCOUNTING STANDARDS

    In February 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 128 "Earnings Per Share" 
(SFAS No.128), which requires the presentation of basic earnings per share 
(EPS) and, for companies with complex capital structures, diluted EPS.  SFAS 
No. 128 is effective for annual and interim periods ending after December 15, 
1997; earlier application is not permitted.  The Company expects that basic 
EPS will be higher than primary earnings per share as presented in the 
accompanying consolidated financial statements, although the two amounts may 
round to the same number. The Company has not yet analyzed how the 
calculation of diluted earnings per share will compare to primary or fully 
diluted earnings per share amounts. All prior period earnings per share 
amounts will be restated upon adoption.

                                       6
<PAGE>

NOTE 4. - COLLABORATION WITH AFFYMETRIX, INC.

In the third quarter of 1994, a consortium led by Affymetrix, Inc. and the 
Company was awarded funding from the Advanced Technology Program of the 
National Institute of Standards and Technology (NIST).  The Company and its 
partner, Affymetrix, collaborate with researchers at several academic and 
research institutions in an effort to develop miniaturized DNA diagnostic 
systems. The two companies will receive up to $31 million in matching funds 
to be divided 33% to the Company and 67% to Affymetrix over the five years of 
the grant beginning in January 1995, for research and development in the 
field of DNA diagnostic devices with a total shared project cost of $63 
million. Approximately $12 million of the $31 million was available for the 
first two years of the grant period, which ended in January 1997. The Company 
has received notification from NIST that funding has been authorized for the 
remaining term of the grant, which ends in January 2000. The additional 
funding will allow the Company to work toward developing new fluorescence 
detection technologies and DNA separation devices and apply these to the 
expanding field of molecular genetics. In the second quarter and first six 
months of 1997, the Company recognized credits to expenses of approximately 
$771,000 and $1.4 million, respectively, representing support from the grant, 
compared to $475,000 and $994,000 in the prior year periods.  In addition, in 
the second quarter and first six months of 1997, the Company reduced its 
capitalized software by approximately $123,000 and $248,000, respectively, 
compared to $77,000 and $156,000 in the prior year periods, respectively, 
representing support from the grant.

NOTE 5. - TECHNOLOGY ACCESS PROGRAM

The Company and Amersham Life Science Ltd. are developing systems for 
fluorescence analysis of DNA in microarrays.  The two companies are pursuing 
agreements with genomics, pharmaceutical and biotechnology companies to 
provide them with microarray systems prior to their release to the general 
market, in exchange for funding and collaborative expertise.  In November 
1996, the Company entered into one agreement for early access to this 
technology.  During the second quarter of 1997, the companies entered into 
two new technology access agreements.  Subsequent to June 30, two additional 
agreements have been signed.

NOTE 6. - STOCK REPURCHASE PROGRAM

In May 1994, the Board of Directors authorized the purchase of up to 
1,000,000 shares of the Company's common stock in the open market, and in 
February 1997 the Board increased this amount by 500,000 shares.  The Company 
has purchased approximately 1,000,000 shares under this program as of June 
30, 1997.  Of these, approximately 958,000 shares were reissued under the 
Company's Stock Option and Employee Stock Purchase Plans, of which 
approximately 404,000 shares were reissued during the first half of 1997.


                                       7
<PAGE>

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

     The following discussion should be read in conjunction with the attached 
condensed consolidated financial statements and notes thereto, and with the 
Company's audited financial statements and notes thereto for the fiscal year 
ended December 31, 1996.

     EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS 
DISCUSSED IN THIS DOCUMENT ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE 
CERTAIN RISKS AND UNCERTAINTIES, INCLUDING THE RISKS AND UNCERTAINTIES SET 
FORTH BELOW UNDER "FACTORS THAT MAY AFFECT FUTURE RESULTS".

RESULTS OF OPERATIONS

SALES AND OTHER REVENUE.  The Company's second quarter 1997 sales and other 
revenue of $13.9 million increased  14% from sales and other revenue of $12.2 
million in the second  quarter of 1996. This increase resulted primarily from 
recognition of revenue pursuant to agreements for early access to technology 
for the analysis of DNA in microarrays and increases in sales of the 
Company's BioLumin-Registered Trademark- microplate reader, offset by 
decreases in sales of the Storm-TM- product line.  Additionally, sales and 
other revenue for the six months ended June 30, 1997 were $26.9 million, an 
increase of 17% from sales of $23.0 million in the comparable prior year 
period. This increase resulted primarily from recognition of revenue pursuant 
to agreements for early access to technology for the analysis of DNA in 
microarrays and increases in sales of the Company's BioLumin-Registered 
Trademark- microplate reader products.  The Company sells its products in 
North America, Europe, Japan and Australia. Changes in foreign currency 
exchange rates had the effect of decreasing the Company's sales and other 
revenue by approximately $627,000 for the six months ended June 30, 1997 
compared to the prior-year period.  Foreign currency fluctuations for the 
second quarter of 1997 had the effect of decreasing the Company's sales and 
other revenue by approximately $155,000 compared to the prior year period.

GROSS MARGINS.  Gross margins for the second quarter and first six months of 
1997 were 55.7% and 56.5%, respectively, compared to 57.3% and 56.8% in each 
of the respective prior year periods. The decrease in gross margins during 
the second quarter is primarily due to increased sales of lower-margin 
instruments and pre-commercial microarray systems.  Although similar factors 
impacted the comparable six-month periods, such factors were offset by an 
increase in the technology access fees associated with the Company's 
Technology Access Program for microarray systems, with no associated cost of 
revenue, and slight increases in sales of higher margin instruments during 
the first half of 1997.

RESEARCH AND DEVELOPMENT.  Research and development expenses for the second 
quarter and first six months of 1997 were $1.6 and $3.7 million, 
respectively, compared to $1.7 and $3.3 million in the respective prior year 
periods.  The small difference between the second quarter and the prior year 
period was the result of an increase in spending on development programs, 
offset by credits representing support of those programs from the Company's 
NIST Grant, and credits representing funding from the Company's program for 
early access to technology for the analysis of DNA in microarrays.  The 10% 
increase between the six month periods resulted from the expansion of major 
development programs.  Research and development expenses decreased as a 
percentage of sales and other revenue to 12% and 14% in the second quarter of 
1997 and first six months of 1997, respectively, compared to 14% and 15% in 
the prior-year periods, primarily due to the increase in revenue between the 
two periods.  Research and development expenses for the second quarter and 
first six months of 

                                       8
<PAGE>

1997 were reduced by $771,000 and $1,384,000, respectively, of credits 
representing support from the Company's NIST grant, compared to $475,000 and 
$994,000 of credits in the prior year periods. .  In addition, in the second 
quarter and first six months of 1997, the company reduced its capitalized 
software by approximately $123,000 and $248,000, respectively, compared to 
$77,000 and $156,000 in the prior year periods, respectively, representing 
support from the grant. 

SALES AND MARKETING.  Sales and marketing expenses for the second quarter and 
first six months of 1997 were $3.6 and $6.9 million as compared to $3.8 and 
$7.5 million in the respective prior year periods. The decreases in 1997 are 
primarily the result of improved resource allocations within the Company's 
sales and marketing departments and improved efficiency.  As a percentage of 
revenues, sales and marketing expenses decreased to 26% for both the second 
quarter and first six months of 1997, respectively, from 31% and 32% in the 
respective prior periods, due both the decrease in expenses and to the 
increase in revenues. Changes in foreign currency exchange rates had the 
effect of decreasing the Company's sales and marketing expenses by 
approximately $185,000 for the six months ended June 30, 1997 compared to the 
prior-year period.  Foreign currency fluctuations for the second quarter of 
1997 had the effect of decreasing the Company's sales and marketing expenses 
by approximately $81,000 compared to the prior year period.

GENERAL AND ADMINISTRATIVE.  General and administrative expenses for the 
second quarter and first six months of 1997 were $1.0 million and $2.2 
million, as compared to $882,000 and $1.7 million in the respective prior 
periods. These increases were primarily due to legal expenses associated with 
patent and general litigation issues.  General and administrative expenses, 
as a percentage of revenue, were unchanged at 7% for the second quarter of 
1997 and 1996, since the increase in expense was offset by the increase in 
revenues.  These expenses increased to 8% from 7% of revenues in the 
respective six-month periods, primarily due to increased expenses not 
completely offset by the increase in sales and other revenue.

PROVISION FOR INCOME TAXES.  During the second quarter and first six months 
of 1997, the Company recorded tax expense utilizing an annual effective tax 
rate of 12% as compared to a rate of 8% for the second quarter and first half 
of 1996. The increased tax rates in 1997 are attributable to the complete 
utilization of several state net operating loss carryovers, resulting in 
state regular taxes, while the low tax rates in 1996 are attributable to 
usage of net operating loss carryovers, and consist of state and federal 
Alternative Minimum Taxes.

EARNINGS PER SHARE.   The Company generated earnings per share of $.14 and 
$.23, respectively, in the second quarter and first six months of 1997 as 
compared to earnings per share of $.06 and $.09 in the respective comparable 
periods of 1996.  This improvement is due primarily to the increase in 
revenue and expense controls.  Weighted average shares outstanding used in 
computing earnings per share were 11.2 million and 11.1 million shares, 
respectively, for the second quarter and first six months of 1997 as compared 
to 10.7 million shares for both the comparable periods in 1996.

FACTORS THAT MAY AFFECT FUTURE RESULTS  

The Company believes that results of operations in any quarterly period may 
be impacted by factors such as delays in the introduction or shipment of new 
products, delays in the expected signing of agreements for early access to 
technology, difficulty in acquiring critical product components of acceptable 
quality and in required quantity, the effect of announcements of new 
competitive products, increases in legal expenses, increased competition, 
changes in the Company's product mix, a slower growth rate in the Company's 
target markets, order deferrals in anticipation of new product releases, lack 
of market acceptance of new products, reduction or delay of government and 
private sector funding of research activities, or adverse changes in economic 
conditions in any of the countries in which the Company does business.  

                                       9
<PAGE>

Also, during periods when a significant portion of net sales and net income 
are contributed by international operations, fluctuations of the U.S. dollar 
against foreign currencies such as those that have occurred in the past could 
affect the Company's results of operations and financial condition in a 
particular quarter.  There can be no assurance that the Company will be able 
to grow in future periods or continue profitability on a quarterly basis.

Due to the factors noted above, the Company's future earnings and stock price 
may be subject to significant volatility, particularly on a quarterly basis. 
Any shortfall in revenues or earnings from levels expected by securities 
analysts could have an immediate and significant adverse effect on the 
trading price of the Company's common stock.  The Company typically 
recognizes a substantial portion of sales near the end of a quarter.  
Therefore, the Company may not become aware of such shortfalls until late in 
a quarter, which may result in an adverse effect on the trading price of the 
Company's common stock.
 
LIQUIDITY AND CAPITAL RESOURCES

Working capital as of June 30, 1997 was $31.5 million, compared to $27.9 
million at December 31, 1996.  During the first six months of the year, the 
issuance of treasury stock for employee stock option and purchase plans was 
the source of approximately $2.0 million of working capital, and working 
capital was used to purchase approximately $1.4 million in fixed assets, 
primarily related to expansion of the Company's facilities.

The Company's principal commitments at June 30, 1997 consisted of obligations 
under operating leases for facilities and equipment.  Long term cash 
requirements, other than normal operating expenses, are anticipated for 
development of new products, enhancement of existing products, financing 
continued growth, and possible acquisition of products, technologies or 
businesses complementary to the Company's business.  The Company believes its 
cash, securities available-for-sale, and cash flows from operating activities 
will be sufficient to satisfy its working capital requirements for the 
foreseeable future. 

NEW ACCOUNTING STANDARDS.  In February 1997, the Financial Accounting 
Standards Board issued Statement of Financial Accounting Standards No. 128 
"Earnings Per Share" (SFAS No.128), which requires the presentation of basic 
earnings per share (EPS) and, for companies with complex capital structures, 
diluted EPS. SFAS No. 128 is effective for annual and interim periods ending 
after December 15, 1997; earlier application is not permitted.  The Company 
expects that basic EPS will be higher than primary earnings per share as 
presented in the accompanying consolidated financial statements, although the 
two amounts may round to the same number.  The Company has not yet analyzed 
how the calculation of diluted earnings per share will compare to primary or 
fully diluted earnings per share amounts. All prior period earnings per share 
amounts will be restated upon adoption.

     In June 1997, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards No. 130 "Reporting Comprehensive Income" 
(SFAS 130) which will be effective for financial statements for periods 
beginning after December 15, 1997, and establishes standards for reporting 
and display of comprehensive income and its components in a full set of 
general purpose financial statements. Earlier application is permitted.  The 
Company will make the required reporting of comprehensive income in its 
consolidated financial statements for the fiscal year ending December 31, 
1998.

     In June 1997, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards No. 131 "Disclosures about Segments of a 
Business Enterprise" (SFAS 131) which will be effective for financial 
statements beginning after December 15, 1997, and establishes standards for 
disclosures about segments of an enterprise.  Earlier application is 
encouraged.  The Company will make the 

                                       10
<PAGE>

required disclosures under SFAS 131 in its consolidated financial statements 
for the year ended December 31, 1998.


                                       11
<PAGE>

PART II.  OTHER INFORMATION

Item 4:  Submission of Matters to a Vote of Security-Holders

         On May 22, 1997 the Company held its Annual Meeting of Stockholders
   (the "Annual Meeting").  The following matters were voted on at the Annual 
   Meeting:

   1.   The directors of the Company were all re-elected by the following votes:

        NAME                   VOTES FOR        VOTES AGAINST           WITHHELD
        ----                   ---------        -------------           --------

        James Schlater         8,013,991              0                 377,001
        Jay Flatley            8,013,991              0                 377,001
        Robert Keeley          8,013,991              0                 377,001
        Janice M. LeCocq       8,006,879              0                 384,113
        Jack Lloyd             8,013,991              0                 377,001
        C. Woodrow Rea, Jr.    8,013,991              0                 377,001

     2. The appointment of KPMG Peat Marwick LLP as the Company's independent
        auditors for the fiscal year ending December 29, 1997.  The proposal was
        ratified by the following vote:

        VOTES FOR       VOTES AGAINST      VOTES WITHHELD       BROKER NON-VOTES
        ---------       -------------      --------------       ----------------

        8,546,925          6,255              12,043                  334
               
     3. An extension of the term of the Company's predecessor Restated 1987 
        Stock Option Plan through April 11, 2007 and an increase of 500,000 
        shares available for issuance thereunder was approved by the following 
        vote:

        VOTES FOR       VOTES AGAINST      VOTES WITHHELD       BROKER NON-VOTES
        ---------       -------------      --------------       ----------------

        4,406,591         2,159,721           13,746               1,985,499


     4. An increase of 500,000 shares to the authorized number of shares 
        reserved for issuance under the Company's 1993 Employee Stock Purchase 
        Plan was approved by the following vote:

        VOTES FOR       VOTES AGAINST      VOTES WITHHELD       BROKER NON-VOTES
        ---------       -------------      --------------       ----------------

        5,846,523          720,312            12,732               1,985,499

        The foregoing matters are described in detail in the Registrant's 
     definitive proxy statement dated April 23, 1997, for the Annual Meeting of
     Stockholders held on May 22, 1997.

                                       12
<PAGE>

Item 6:   Exhibits and Reports on Form 8-K

          (a)  Exhibit 11.1 - Statement re Computation of Earnings Per Share

          (b)  Exhibit 27 - Financial Data Schedule

          (c)  There were no reports on Form 8-K during the quarter ended
               June 30, 1997.


                                       13
<PAGE>


                               MOLECULAR DYNAMICS, INC.
                                           
                                           
                                      SIGNATURES
                                           
                                           
                                           
                                           
                                           
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 DYNAMICS, INC.
                                                (Registrant)


Date: August 12, 1997             By:   /s/ Jay Flatley   
      ---------------                -------------------------------------------
                                            Jay Flatley
                                            President, Chief Executive Officer &
                                             Acting Chief Financial Officer

Date: August 12, 1997             By:   /s/ Lynne R. Wagoner     
      ---------------                -------------------------------------------
                                            Lynne R. Wagoner
                                            Director of Finance  
                                             (Principal Accounting Officer)


                                       14
<PAGE>

                                    EXHIBIT INDEX
                                           

     (a)  Exhibit 11.1 - Statement re Computation of Earnings Per Share
     (b)  Exhibit 27   - Financial Data Schedule