SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Molecular Devices Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
60851C107
(CUSIP Number)
William J. Silbey, Esq.
Schering-Plough Corporation
One Giralda Farms
Madison, NJ 07940-1000
(201) 822-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 15, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Statement because of Rule
13d-1(b)(3) or (4), check the following:
__
Check the following box if a fee is being paid with this Statement:
__
<PAGE>
SCHEDULE 13D
CUSIP No. 60851C107
____________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Schering Corporation
_____________________________________________________________________
______________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _
(b) _
______________________________________________________________________
_____________
(3) SEC USE ONLY
______________________________________________________________________
_____________
(4) SOURCE OF FUNDS
Not Applicable
________________________________________________________________
___________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
_
__________________________________________________________
_________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
________________________________________________________________
___________________
(7) SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY OWNED ________________________________________
__________________
BY EACH REPORTING (8) SHARED VOTING POWER
PERSON WITH None
__________________________________
________________________
(9) SOLE DISPOSITIVE POWER
0
____________________________________________
______________
(10) SHARED DISPOSITIVE POWER
None
________________________________________________________________________
___________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
____________________________________________________________________________
_______
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
_
________________________________________________________________________
___________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
___________________________________________________________________
________________
(14) TYPE OF REPORTING PERSON*
CO
_______________________________________________________________________
____________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this Statement on
Schedule 13D relates is the common stock, no par value (the "Common
Stock"), of Molecular Devices Corporation, a Delaware corporation
(the "Issuer"), with its principal executive offices located at 1311
Orleans Drive, Sunnyvale, California 94089.
Item 2. Identity and Background.
This Statement is being filed by Schering Corporation (the
"Reporting Person"), a New Jersey corporation and a wholly owned
subsidiary of Schering-Plough Corporation, a New Jersey corporation
("SPC").
The Reporting Person is an operating company engaged in the
discovery, development, manufacturing and marketing of a variety of
pharmaceutical products and has its principal office at 2000
Galloping Hill Road, Kenilworth, New Jersey 07930. SPC is a holding
company whose operating subsidiaries are engaged in the discovery,
development, manufacturing and marketing of pharmaceutical and
health care products and has its principal office at One Giralda
Farms, Madison, New Jersey 07940-1000.
For information required by instruction C to Schedule 13D with
respect to the directors and executive officers of the Reporting
Person and SPC, reference is made to Schedule I attached hereto
which is incorporated herein by reference.
During the last five years, none of the Reporting Person, SPC
nor any person named in Schedule I attached hereto has been (a)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
The Reporting Person sold the shares of Common Stock of the
Issuer in the ordinary course of business.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person no longer owns any Common Stock of
the Issuer.
(b) Not applicable.
(c) Except as described herein, none of the Reporting Person,
SPC nor any other person referred to in Schedule I attached hereto
has effected any transactions in the Common Stock during the past
sixty days.
(d) Not applicable.
(e) A subsidiary of the Reporting Person, Schering Biotech
Corporation ("Biotech"), previously filed a Schedule 13D relating to
the ownership of 541,082 shares of the Issuer's Common Stock.
Biotech was recently merged with and into the Reporting Person. On
August 15, 1996, the Reporting Person sold 541,082 shares of the
Issuer's Common Stock at $8.00 per share in a broker transaction for
aggregate proceeds of $4,307,005. Therefore, on August 15, 1996,
the Reporting Person ceased to be the beneficial owner of more than
five percent of the Common Stock of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of Issuer.
None of the persons named in Item 2 has any contracts,
arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any securities,
finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
Statement is true, complete and correct.
Dated: September 3, 1996
SCHERING CORPORATION
By: /s/ William J. Silbey
William J. Silbey
Secretary
<PAGE>
SCHEDULE I
A. DIRECTORS AND EXECUTIVE OFFICERS OF SCHERING CORPORATION
The name, business address and present principal occupation or
employment of each of the directors and executive officers of
Schering Corporation are set forth below. Each person identified
below is an officer of Schering Corporation and is an employee of a
subsidiary of Schering-Plough Corporation. The business address of
each person identified below is Schering-Plough Corporation, One
Giralda Farms, Madison, NJ 07940-1000. Directors are identified by
an asterisk. Unless otherwise indicated below, all directors and
officers listed below are citizens of the United States.
Present Principal Occupation or
Name and Citizenship Employment
Alfredo M. Blanco Vice President
E. S. Brokken, D.M.V. Vice President
Leonard Camarda Vice President
Raul E. Cesan* President and Chairman of the Board (See
(Argentina) also Item B below)
Donald R. Conklin Vice President (See also Item B below)
Joseph C. Connors Vice President (See also Item B below)
Hugh A. D'Andrade Vice President (See also Item B below)
Martin Driscoll Vice President
Alexander Giaquinto Vice President
Kathleen Hurtado Vice President
Raman Kapur Vice President
(India)
Thomas H. Kelly Vice President (See also Item B below)
Raul Kohan Vice President
Hans-Jorg Kummer Vice President
(Switzerland)
Thomas C. Lauda* Vice President
Jay L. Ludwig Assistant Treasurer
Robert S. Lyons Vice President (See also Item B below)
E. Kevin Moore Vice President and Treasurer (See also
Item B below)
Paula Morgan Vice President
James R. Nelson Vice President
Daniel A. Nichols Vice President and Assistant Treasurer
(See also Item B below)
John E. Nine Vice President (See also Item B below)
Gordon C. O'Brien Vice President (See also Item B below)
Cecil B. Pickett, PhD Vice President
David Poorvin Vice President
Bruce Rodda Vice President
John P. Ryan Vice President
Robert J. Spiegel Vice President
William J. Silbey Vice President and Secretary (See also
Item B below)
Arleen P. Skuya Assistant Secretary
Donald J. Soriero Assistant Treasurer
Jonathan Spicehandler Vice President
Colin Turnbull Vice President
Hugo Wahnish Vice President
(Argentina)
Anthony Wolfe Vice President
Jack L. Wyszomierski Vice President (See also Item B below)
Richard W. Zahn* Vice President<PAGE>
B. DIRECTORS AND EXECUTIVE OFFICER
S OF SCHERING-PLOUGH
CORPORATION
The name, business address and present principal occupation or
employment of each of the directors and executives officers of
Schering-Plough Corporation are set forth below. Unless otherwise
indicated, each person identified below is employed by a subsidiary
of Schering-Plough Corporation and the address of each individual
identified below is Schering-Plough Corporation, One Giralda Farms,
Madison, New Jersey 07940-1000. Directors are identified by an
asterisk. Unless otherwise indicated below, all directors and
executive officers listed below are citizens of the United States.
Name and Address Present Principal Occupation or
(Citizenship) Employment
Hans W. Becherer* Chairman and Chief Executive Officer of
Deere & Company Deere & Company (a manufacturer of mobile
John Deere Road power machinery and a supplier of
Moline, IL 61265 financial and health care services)
Raul E. Cesan Executive Vice President; President of
(Argentina) Schering-Plough Pharmaceuticals (See also
Item A above)
Donald R. Conklin Executive Vice President; Chairman of
Schering-Plough HealthCare Products
Joseph C. Connors Executive Vice President and General
Counsel
Hugh A. D'Andrade* Vice Chairman and Chief Administrative
Officer
Geraldine U. Foster Senior Vice President - Investor
Relations and Corporate Communications
David C. Garfield* Retired
Regina E. Herzlinger* Professor of Business Administration,
Harvard Business School Harvard Business School
Soldiers Field Road
Baker Library 163
Boston, MA 02163
Thomas H. Kelly Vice President and Controller
Richard J. Kogan* President and Chief Executive Officer
Robert P. Luciano* Chairman of the Board
Robert S. Lyons Vice President - Corporate Information
Services
E. Kevin Moore Vice President and Treasurer
H. Barclay Morley* Retired
General Carl E. Mundy* Retired
Daniel A. Nichols Senior Vice President - Taxes
John Nine Vice President
Gordon C. O'Brien Senior Vice President - Human Resources
Richard de J. Osborne* Chairman, Chief Executive Officer and
ASARCO, Inc. President of ASARCO Incorporated (non-
180 Maiden Lane ferrous metals producer)
New York, NY 10038
Patricia F. Russo* President, Business Communication Systems
Lucent Technologies
211 Mt. Airy Road
Room 3C151
Basking Ridge, NJ 07920
William A. Schreyer* Retired
William J. Silbey Staff Vice President, Secretary and
Associate General Counsel
R. J. Ventres* Retired
Robert F. W. van Oordt* Retired
(The Netherlands)
James Wood* Chairman and Chief Executive Officer of
The Great Atlantic & The Great Atlantic & Pacific Tea Company,
Pacific Tea Co., Inc. Inc. (supermarkets)
2 Paragon Drive
Montvale, NJ 07645
(England)
Jack L. Wyszomierski Executive Vice President and Chief
Financial Officer
21327-1 - Regular
23416-1 - EDGAR
