10-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                                   Form 10-K/A


[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1997

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].


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 Number)

                               1311 Orleans Drive
                           Sunnyvale, California 94089
          (Address of principal executive offices, including zip code)
                                 (408) 747-1700
              (Registrant's telephone number, including area code)

               Securities registered pursuant to Section 12(b) of
                 the Act: None Securities registered pursuant to
                            Section 12(g) of the Act:

                                                    Name of Exchange on which
        Title of Each Class                                Registered
- ------------------------------------              ------------------------------
   Common Stock, $.001 Par Value                     NASDAQ National Market

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 [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [x]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant  as of March 15,  1998,  based upon the last sale price  reported for
such date on the NASDAQ National Market, was $177,955,444

The number of outstanding  shares of the  Registrant's  Common Stock as of March
15, 1998 was 9,366,076.

                       DOCUMENTS INCORPORATED BY REFERENCE

Specified  portions of the Proxy Statement for Registrant's  1998 Annual Meeting
of Stockholders (the "Proxy  Statement") are incorporated by reference into Part
III of this Form 10-K Report.




                                 AMENDMENT NO. 1

The undersigned  registrant hereby amends its Annual Report on Form 10-K for the
fiscal  year ended  December  31,  1997,  to  include  Restated  Financial  Data
Schedules for the following  periods as a result of its adoption of Statement of
Financial Accounting Standards No. 128, Earnings Per Share:

       - Year Ended December 31, 1996
       - Year Ended December 31, 1995

Accordingly,  the  undersigned  hereby  amends the  following  items,  financial
statements,  exhibits or other reports of its Annual Report on Form 10-K for the
year ended December 31, 1997, as set forth in the index on the following page.


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the registrant has duly caused this report on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized on June
5, 1998.


                           MOLECULAR DEVICES CORPORATION

                           By:    Andrew H. Galligan
                                  ----------------------------------------------
                                  Andrew H. Galligan
                                  Vice President Finance and
                                  Chief Financial Officer (Principal Financial
                                  and Accounting Officer)






                    INDEX OF EXHIBITS FILED WITH FORM 10-K/A
                      FOR THE YEAR ENDED DECEMBER 31, 1997

Exhibit No.    Description
- -----------    ------------

27.1           Restated Financial Data Schedule - year ended December 31, 1996.
27.2           Restated Financial Data Schedule - year ended December 31, 1995.

EX-27.1

 


<ARTICLE>                     5
<LEGEND>
This schedule has been  restated to reflect the Company's  adoption of Statement
of Financial  Accounting  Standards No. 128,  "Earnings Per Share" (FAS 128) and
contains summary financial  information  extracted from the consolidated balance
sheets,  consolidated  statements of income and consolidated  statements of cash
flows  included in the Company's Form 10-K for the year ended December 31, 1997,
and is qualified in its entirety by reference to such  financial  statements and
the notes thereto.

       
                             
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   DEC-31-1996
<CASH>                                              23,727
<SECURITIES>                                             0
<RECEIVABLES>                                        5,592
<ALLOWANCES>                                           196
<INVENTORY>                                          2,470
<CURRENT-ASSETS>                                    34,951
<PP&E>                                               5,516
<DEPRECIATION>                                       3,884
<TOTAL-ASSETS>                                      36,833
<CURRENT-LIABILITIES>                                7,556
<BONDS>                                                  0
<PREFERRED-MANDATORY>                                    0
<PREFERRED>                                              0
<COMMON>                                                 9
<OTHER-SE>                                          29,268
<TOTAL-LIABILITY-AND-EQUITY>                        36,833
<SALES>                                             30,596
<TOTAL-REVENUES>                                    30,926
<CGS>                                               11,581
<TOTAL-COSTS>                                       11,741
<OTHER-EXPENSES>                                         0
<LOSS-PROVISION>                                        35
<INTEREST-EXPENSE>                                       6
<INCOME-PRETAX>                                      1,126
<INCOME-TAX>                                         1,126
<INCOME-CONTINUING>                                  2,252
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                         2,252
<EPS-PRIMARY>                                         0.26
<EPS-DILUTED>                                         0.24
        


 

EX-27.2

 


<ARTICLE>                     5
<LEGEND>
This schedule has been  restated to reflect the Company's  adoption of Statement
of Financial  Accounting  Standards No. 128,  "Earnings Per Share" (FAS 128) and
contains summary financial  information  extracted from the consolidated balance
sheets,  consolidated  statements of income and consolidated  statements of cash
flows  included in the Company's Form 10-K for the year ended December 31, 1997,
and is qualified in its entirety by reference to such  financial  statements and
the notes thereto.

       
                             
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                              DEC-31-1995
<PERIOD-START>                                 JAN-01-1995
<PERIOD-END>                                   DEC-31-1995
<CASH>                                              20,379
<SECURITIES>                                             0
<RECEIVABLES>                                        4,155
<ALLOWANCES>                                           168
<INVENTORY>                                          1,393
<CURRENT-ASSETS>                                    27,061
<PP&E>                                               5,298
<DEPRECIATION>                                       3,710
<TOTAL-ASSETS>                                      28,800
<CURRENT-LIABILITIES>                                4,275
<BONDS>                                                  0
<PREFERRED-MANDATORY>                                    0
<PREFERRED>                                              0
<COMMON>                                                 8
<OTHER-SE>                                          24,517
<TOTAL-LIABILITY-AND-EQUITY>                        28,800
<SALES>                                             23,116
<TOTAL-REVENUES>                                    25,615
<CGS>                                                8,482
<TOTAL-COSTS>                                       10,416
<OTHER-EXPENSES>                                         0
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                     221
<INCOME-PRETAX>                                      2,978
<INCOME-TAX>                                         1,081
<INCOME-CONTINUING>                                  4,059
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                         4,059
<EPS-PRIMARY>                                         0.58
<EPS-DILUTED>                                         0.53