FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


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

For the quarterly period ended March 31, 1999

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   0-1052

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

Massachusetts
(State or other jurisdiction of incorporation or organization)

04-2170233
(I.R.S. Employer Identification No.)

80 Ashby Road
Bedford, Massachusetts  01730
(Address of principal executive offices)


Registrant's telephone number, include area code  (781) 533-6000

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 and 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


The Company had 44,123,810 shares of common stock outstanding as
of April 30, 1999.

                                
                                
                      MILLIPORE CORPORATION
                       INDEX TO FORM 10-Q





                                                     Page No.
Part I.   Financial Information

Item 1.   Condensed Financial Statements

          Consolidated Balance Sheets -
             March 31,1999 and December 31, 1998        2

          Consolidated Statements of Income -
             Three Months Ended March 31, 1999 and 1998 3

          Consolidated Statements of Cash Flows -
             Three Months Ended March 31, 1999 and 1998 4

          Notes to Consolidated Condensed
             Financial Statements                     5-7

Item 2.   Management's Discussion and Analysis
             of Financial Condition and Results of Operations
8-12

Part II.  Other Information

Item 1.   Legal proceedings                            13

Item 4.   Submission of Matters to a Vote of Security Holders
                                                       13

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

          Signatures                                   14



                                
                                
                      MILLIPORE CORPORATION
                   CONSOLIDATED BALANCE SHEETS
                         (In thousands)
<TABLE>
<CAPTION>
                                           March 31,      December 31,
                                              1999           1998
<S>                                       <C>              <C>
ASSETS                                    (Unaudited)                 
Current assets                                                        
   Cash and cash equivalents           $      28,736       $ 36,022
   Accounts receivable, net                  158,915        154,258
   Inventories                               101,434        107,241
   Other current assets                        9,153          7,231
Total Current Assets                         298,238        304,752
                                                           
Property, plant and equipment, net           228,225        237,414
Deferred income taxes                        108,545        108,545
Intangible assets                             74,040         76,507
Other assets                                  34,116         35,222
                                                           
Total Assets                           $     743,164      $ 762,440
                                                           
           
LIABILITIES AND SHAREHOLDERS' EQUITY                                  
Current liabilities                                                   
   Notes payable                        $    165,000      $ 171,340
   Accounts payable                           39,940         39,729
   Accrued expenses                           70,343         75,544
   Dividends payable                           4,849          4,847
   Accrued retirement plan contributions       3,414          6,931
   Accrued income taxes payable                4,382            290
Total Current Liabilities                    287,928        298,681
                                                           
Long-term debt                               296,016        299,110
Other liabilities                             28,055         27,741
Shareholders' equity                                       
   Common stock                               56,988         56,988
   Additional paid-in capital                 11,780         11,780
   Retained earnings                         478,846        472,746
   Accumulated other comprehensive loss      (39,944)       (27,668)
                                             507,670        513,846
   Less: Treasury stock, at cost, 12,905                   
   shares in 1999 and 12,921 in 1998        (376,505)      (376,938)
Total Shareholders' Equity                   131,165        136,908
                                                           
Total Liabilities and Shareholders'     $    743,164     $  762,440
Equity
                                
</TABLE>
                                
                                
 The accompanying notes are an integral part of the consolidated
                 condensed financial statements.
                                

                               -2-
                        MILLIPORE CORPORATION
                  CONSOLIDATED STATEMENTS OF INCOME
                (In thousands except per share data)
                             (Unaudited)
<TABLE>
<CAPTION>
                                            Three Months Ended
                                                March 31,
                                           1999           1998
<S>                                      <C>            <C>
Net sales                                 $180,403        $185,662
Cost of sales                              84,895          86,429
       Gross profit                        95,508          99,233
                                                          
Selling, general & administrative          61,833          61,687
expenses
Research & development expenses            12,345          13,135
Settlement of litigation                        -          11,766
       Operating income                    21,330          12,645
                                                          
Gain on sale of equity securities               -          35,594
Interest income                               699             614
Interest expense                          (7,779)         (7,073)
                                                          
        Income before income taxes         14,250           41,780
                                                          
Provision for income taxes                  2,993           10,370
                                                          
Net income                                $11,257         $ 31,410
                                                         
Net income per share:                                    
   Basic                                  $  0.26         $   0.72
   Diluted                                $  0.25         $   0.71
                                                          
Cash dividends declared per share         $  0.11         $   0.10
                                                          
Weighted average shares outstanding:                     
   Basic                                   44,078           43,727
   Diluted                                 44,477           44,307

</TABLE>







   The accompanying notes are an integral part of the consolidated
                   condensed financial statements.
                                  
                                  
                                 -3-
                      MILLIPORE CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In thousands)
                           (Unaudited)
<TABLE>
<CAPTION>
                                                Three Months Ended
                                                    March 31,
                                               1999           1998
<S>                                          <C>           <C>
Cash Flows From Operating Activities:                                
Net Income                                  $ 11,257       $31,410
Adjustments to reconcile net income to net                 
cash provided by (used in) operating
activities:
 Depreciation and amortization                11,279        10,716
 Gain on sale of equity securities                 -       (35,594)
 Deferred tax benefit                              -         8,750
 Changes in operating assets and                           
liabilities, net:
   (Increase) in accounts receivable         (10,288)       (924)
   Decrease (increase) in inventories          1,011       (16,945)
   (Increase) in other current assets and                  
other assets                                   (160)       (3,985)
    (Decrease) increase in accounts payable                   
and accrued expenses                         (1,715)        10,115
    (Decrease) in accrued retirement plan                     
contributions, accrued income taxes and                    
other                                        (1,602)       (4,424)
Net cash provided by (used in) operating                   
activities                                     9,782        (881)
                                                           
Cash Flows From Investing Activities:                      
Additions to property, plant and equipment   (4,834)       (10,735)
Proceeds from sale of equity securities            -       35,594
Net cash (used in) provided by investing                   
activities                                   (4,834)       24,859
                                                           
Cash Flows From Financing Activities:                      
Issuance of treasury stock under stock                     
plans                                            439        1,851
Net change in short-term debt                (6,340)       (6,821)
Dividends paid                               (4,851)       (4,369)
Net cash provided by financing activities    (10,752)      (9,339)
                                                           
Effect of foreign exchange rates on cash                   
and cash equivalents                         (1,482)       (1,169)
Net (decrease) increase in cash and cash                   
equivalents                                  (7,286)       13,470
                                                           
Cash and cash equivalents on January 1        36,022        20,269
Cash and cash equivalents on March 31     $   28,736       $33,739
</TABLE>
 The accompanying notes are an integral part of the consolidated
                 condensed financial statements.
                               -4-
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
             (Dollars in millions, shares in thousands)

1.    General:   The  accompanying unaudited  consolidated  condensed
  financial  statements  have been prepared in  accordance  with  the
  instructions to Form 10-Q and, accordingly, these footnotes condense
  or  omit  certain information and disclosures normally included  in
  financial  statements.  These financial statements,  which  in  the
  opinion of management reflect all adjustments necessary for a  fair
  presentation,  should  be read in conjunction  with  the  financial
  statements and notes thereto included in the Company's Annual Report
  on Form 10-K for the year ended December 31, 1998.  The accompanying
  unaudited  consolidated  condensed  financial  statements  are  not
  necessarily indicative of future trends or the Company's operations
  for the entire year.

2.   Inventories:  Inventories consisted of the following:

                       March 31,         December 31,
                         1999                1998
                                         
   Raw materials      $    35.3           $    35.4
   Work in process         20.6                18.6
   Finished goods          45.5                53.2
   Total              $   101.4           $   107.2

3.    Property,  Plant  and  Equipment: Accumulated  depreciation  on
  property,  plant  and equipment was $191.4 at  March  31,1999,  and
  $188.3 at December 31, 1998.

4.    Restructuring  Charges:  In the second  quarter  of  1998,  the
  Company  announced a restructuring program which was undertaken  to
  improve  the  competitive position of the Company  by  streamlining
  worldwide  operations and reducing the overall cost structure.  The
  program   included  the  consolidation  of  certain   manufacturing
  operations,   realignment   of  various  international   subsidiary
  organizations to focus on operating business units and discontinuance
  of  non-strategic product lines.  In the third quarter of 1998, the
  Company recorded an expense associated with these activities of $42.8
  ($29.1 after tax) including a restructuring charge of $33.6  and  a
  $9.2 charge against cost of sales for inventory and fixed asset write-
  offs associated with the rationalization of its product offering and
  elimination  of  non-strategic business  lines.  The  non-strategic
  product  lines  consisted  of high pressure  liquid  chromatography
  equipment,  semiconductor fab monitoring and control  software  and
  various filtration devices.  The $33.6 restructuring charge included
  $18.3 of employee severance costs, $1.8 for the write-down to  fair
  value of fixed assets and $7.7 for intangible assets associated with
  the discontinued product lines, $3.8 of lease cancellation costs and
  $2.0 of contract termination costs.

  The  restructuring initiatives combined with the  consolidation  of
  the  Company's microelectronics plants resulted in the  elimination
  of   620   positions  worldwide  (400  positions  in  manufacturing
  operations,  160  in selling, general and administrative  positions
  and  60  in  research and development).  Notification to  employees
  was  completed  in 1998, although a small number of  the  employees
  affected will continue working in their existing positions  through
  1999  with  their  related salary costs charged  to  operations  as
  incurred. Under the terms of the severance agreements, the  Company
  expects  to  pay  the  majority  of the  severance  and  associated
  benefits  during  the second half of the year and  into  the  early
  part of 2000.

  Following is a summary of the restructuring program reserve
  balances at March 31, 1999:
<TABLE>
<CAPTION>
                             Balance at                      Balance at
                            December 31,        Cash         March 31,
                                1998       Disbursements        1999
   <S>                      <C>            <C>              <C>
   Employee severance costs $    12.8       $    1.8        $ 11.0
   Lease cancellation costs       3.7            0.2           3.5
   Contract    terminations       2.0             -            2.0
   and other costs
   Total                    $    18.5       $    2.0        $ 16.5
</TABLE>
                                 -5-
                                  
                                  
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
             (Dollars in millions, shares in thousands)

5.    Business  Segment Information: The Company has  two  reportable
  business segments Biopharmaceutical & Research and Microelectronics.
  The  results for Biopharmaceutical & Research, Microelectronics and
  Corporate   are   presented  below  in  "local  currencies".    For
  comparability of financial results, the local currency results  are
  calculated  by  translating the foreign currency balances,  in  the
  periods presented, at Millipore's 1999 budgeted exchange rates, which
  differ from actual rates of exchange. The foreign exchange impact is
  shown separately and reconciles the local currency reporting to the
  consolidated results at the actual rates of exchange.  This provides
  a  clearer  presentation  of underlying  trends  in  the  Company's
  business, before the impact of foreign currency translation.
<TABLE>
<CAPTION>
                                        Three Months Ended
                                            March 31,
    Consolidated Net Sales             1999           1998
    <S>                             <C>            <C>
    Biopharmaceutical & Research       $138.7        $ 129.5
    Microelectronics                     42.3           62.0
    Foreign exchange                    (0.6)           (5.8)
    Total net sales                    $180.4         $ 185.7
</TABLE>

<TABLE>
<CAPTION>
    Consolidated Operating             1999           1998
    Income
    <S>                             <C>            <C>
    Biopharmaceutical & Research       $30.3         $26.8
    Microelectronics                    1.0          7.9
    Corporate                           (9.1)       (9.2)
    Settlement of litigation               -       (11.8)
    Foreign exchange                    (0.9)       (1.1)
    Total operating income           $  21.3        $ 12.6
</TABLE>
                                  
6.     Basic and Diluted Earnings Per Share: The following table sets
   forth the computation of basic and diluted earnings per share.
<TABLE>
<CAPTION>
                                             Three Months Ended
                                                  March 31,
                                               1999       1998
   <S>                                       <C>         <C>
   Numerator:                                            
   Net income                                $  11.3     $31.4
                                                         
   Denominator:                                          
   For basic earnings per share:                         
   Weighted average shares outstanding        44,078     43,727
                                                         
   Effect   of  dilutive  securities-stock       399     580
   options
                                                         
   For diluted earnings per share:                       
   Weighted average shares outstanding        44,477     44,307
                                                         
   Net income per share:                                 
       Basic                                 $  0.26     $0.72
       Diluted                               $  0.25     $0.71
</TABLE>
                                  
                                  
                                  
                                 -6-
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
             (Dollars in millions, shares in thousands)

 7. Comprehensive Income: The following table presents the components
  of comprehensive income (loss), net of taxes:
<TABLE>
<CAPTION>
                                           Three Months
                                              Ended
                                            March 31,
                                           1999    1998
   <S>                                    <C>     <C>
  Unrealized holding gains                $0.9    $10.8
                                                  
  Reclassification adjustment for                 
   gains realized in net income           (0.2)   (28.1)
                                                  
  Net unrealized gain (loss)               0.7    (17.3)
                                                  
   Foreign currency translation           (13.0)  (0.8)
   adjustments
                                                  
   Other comprehensive loss               (12.3)  (18.1)
                                                  
   Net income                             11.3    31.4
                                                  
   Total comprehensive (loss) income      $(1.0)  $ 13.3

  </TABLE>

8.  New Accounting Pronouncements: In June 1998, the FASB issued SFAS
 No.   133,  "Accounting  for  Derivative  Instruments  and   Hedging
 Activities"  effective January 1, 2000 for the  Company.   SFAS  133
 establishes accounting and reporting standards requiring that  every
 derivative  instrument,  including  certain  derivative  instruments
 embedded  in  other contracts, be recorded in the balance  sheet  as
 either  an  asset  or  liability measured at its  fair  value.   The
 statement also requires that changes in the derivative's fair  value
 be  recognized in earnings unless specific hedge accounting criteria
 are  met.  The Company is currently assessing the impact of this new
 statement  on  its  consolidated financial position,  liquidity  and
 results of operations.



  
  
  
  
  
  
  
  
  


  
                                 -7-
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                (In millions, except per share data)

Forward Looking Statements
The  following  discussion  and analysis  includes  certain  forward-
looking  statements  which  are  subject  to  substantial  risks  and
uncertainties  described in Management's Discussion and  Analysis  in
the  Company's Annual Report on Form 10-K for the year ended December
31,  1998.  Such forward-looking statements are based on management's
current  expectations and actual results may differ  materially  from
the  results  expressed  in,  or implied  by,  these  forward-looking
statements.

Local Currency Results
The  following  discussion  of  the Results  of  Operations  includes
reference  to  revenue, margins and expenses in  "local  currencies".
For   comparability  of  financial  results,  the  foreign   currency
balances,  for  the periods presented, are translated at  Millipore's
1999  budgeted  exchange  rates which differ  from  actual  rates  of
exchange.  This provides a clearer presentation of underlying  trends
in  the  Company's  business, before the impact of  foreign  currency
translation.

Results of Operations
Consolidated  net  sales  for the first quarter  of  1999  were  $180
million,  a decrease of 3% from sales for the same period last  year.
Revenues  decreased 5% as measured in local currency  terms  for  the
first quarter of 1999. The Company reported income of $0.25 per share
for  the first quarter of 1999 compared to income of $0.32 per  share
for  the  same period last year, excluding the non-recurring gain  on
sale of equity securities and the litigation settlement.

The  following table summarizes sales growth by business segment  and
geography  in  the  first quarter of 1999 as compared  to  the  first
quarter of 1998:
<TABLE>
<CAPTION>
                                           Sales       Sales
                          March 31,        Growth     Growth
                                          in U.S.      Local
                        1999     1998     Dollars    Currency
   <S>                <C>       <C>      <C>        <C>
   Biopharmaceutical   $ 138     $ 127      10%         7%
   & Research
   Microelectronics       42        59     (29%)       (32%)
                                                         
       Total           $ 180     $186       (3%)       (5%)
                                                         
                                                         
   Americas             $ 75     $ 82       (9%)       (9%)
   Europe                 59        56       6%         3%
   Asia/Pacific           46        48      (2%)       (10%)
                                                         
       Total           $ 180     $186       (3%)       (5%)
</TABLE>


Biopharmaceutical & Research sales, in local currency,  increased  7%
in  the  first  quarter of 1999 as compared to the first  quarter  of
1998.  The growth was primarily attributable to consumable filtration
products   used  in  sterile  drug  production,  laboratory  research
applications  and water filtration devices. The rate  of  growth  for
this  segment  was negatively impacted by a decrease in revenue  from
the  sale of large-scale process systems. The order pattern for large
systems  is  not linear and large orders are received on  a  periodic
basis   which   may   negatively  or  positively   impact   quarterly
comparisons.  Sales growth was positive in all geographies, with  the
lowest  growth  rates  in  the  Asia/Pacific  region.   Some  of  the
economies  of  this  region have begun to stabilize,  but  continuing
recessionary  conditions  still exist in  most  of  these  economies.
This segment anticipates continued sales growth for the remainder  of
1999.

                                 -8-
                                  
                                  
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                (In millions, except per share data)

Microelectronics sales in local currency, decreased 32% in the  first
quarter  of 1999 compared to the first quarter of 1998.  This segment
has  had negative quarterly sales comparisons starting in the  second
quarter  of 1998 reflecting the impact of the semiconductor  industry
downturn and the recessionary conditions of the Asia/Pacific  region.
In  the first quarter of 1999, the Company began to see an indication
of  a  recovery  in  the  semiconductor industry  coupled  with  some
stabilization  of the Asian economies.  These improvements,  although
positive,  still  continued  to  negatively  impact  Microelectronics
demand  in  this period as compared to the same quarter of the  prior
year.

The  Microelectronics segment reported sequential sales growth of 12%
in  local currency in the first quarter of 1999 as compared with  the
fourth  quarter of 1998. Recent industry reports suggest a  reduction
in excess capacity in the semiconductor industry and some increase in
overall  semiconductor  demand.   While  the  Company  expects  these
trends,  should  they  continue,  to  create  increased  demand   for
Microelectronics  equipment as well as consumables,  the  timing  and
extent of the overall industry "recovery" is not certain. The Company
expects  to report a moderate decrease in the level of sales for  the
Microelectronics segment in the second quarter of 1999 as compared to
the second quarter of 1998.

In  the  first  quarter of 1999 as compared to the first  quarter  of
1998,  the  U.S.  dollar  weakened against most  European  and  Asian
currencies.  Since  the end of the first quarter of  1999,  the  U.S.
dollar  has  strengthened against most European and Asian currencies,
although  it  is still weaker than reported in 1998.   Therefore,  if
foreign exchange rates remain at April 30, 1999 levels, then expected
second  quarter  sales  growth in dollars would  be  approximately  2
percentage points higher than local currency growth rates reported in
the  second quarter of 1998. Projected full year 1999 reported  sales
growth  rates are anticipated to be approximately 1 percentage  point
higher than local currency growth rates.

Gross  profit  margins were 53% of sales in local currencies  in  the
first  quarter of 1999 consistent with those reported  in  the  first
quarter of 1998. The Company expects gross margin percentages in  the
second  quarter of 1999 to increase slightly over those  reported  in
the first quarter of 1999.

Selling,  general  and administrative expenses  in  local  currencies
decreased  2% in the first quarter of 1999 as compared to  the  first
quarter  of  1998 due primarily to cost containment and restructuring
programs  initiated  during  1998.  As a  percentage  of  net  sales,
selling,  general  and administrative expenses  in  local  currencies
increased 1% primarily as a result of a $10 million reduction in  net
sales in local currencies.

Research and development expenses in local currencies decreased 7% in
the  first quarter of 1999 as compared to the first quarter  of  1998
due to the restructuring of certain research and development alliance
agreements  and  the consolidation of the Company's  Microelectronics
operations. Research and development expenses remained unchanged as a
percentage of sales in local currencies for the first three months of
1999 compared to those reported in the same period of the prior year.

Net interest expense in the first quarter of 1999 was higher than the
first  quarter  of  1998  due  primarily  to  higher  interest  rates
resulting  from  the September 1998 renegotiation  of  the  Company's
Revolving  Credit  Agreement.   The  Company  expects  that  interest
expense  in  the second quarter and for the year ended 1999  will  be
slightly higher than 1998 due primarily to higher interest rates.
                                  
The  effective  income tax rate for the first  quarter  of  1999  was
21.0%,  the  same  as the effective income tax rate  from  continuing
operations  for the full year of 1998, excluding the one-time  impact
of  the  restructuring  program and the  litigation  settlement.  The
Company  expects to sustain the 21.0% tax rate for the  remainder  of
1999.
                                  
  
                                 -9-
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                (In millions, except per share data)

Foreign Exchange
A  substantial portion of the Company's business is conducted outside
of the United States through its foreign subsidiaries.  This business
is   transacted   through  the  Company's  network  of  international
subsidiaries  generally  in  the local currency.   This  exposes  the
Company  to risks associated with foreign currency rate fluctuations,
which  can impact the Company's revenue and net income and cash flow.
Sourcing  of product from international subsidiary plants and  active
management  of  cross border currency flows partially  mitigates  the
impact  of  changes in foreign currency.  However,  the  Company  has
significant exposure to changes in the Japanese yen that can  not  be
mitigated   through   normal  financing  or   operating   activities.
Accordingly,  this  risk is managed through  the  use  of  derivative
financial instruments.  The income and cash flow exposure is  managed
through  the  use of option contracts and the net equity exposure  is
hedged through the use of debt swap agreements.

The  Company  has entered into foreign currency option  contracts  to
sell yen, on a continuing basis in amounts and timing consistent with
the   underlying   currency  transactions.   The   gains   on   these
transactions, if any, partially offset the realized foreign  exchange
losses  on the underlying exposure. As of March 31, 1999, the Company
had open option contracts to sell yen.  In the event of a significant
strengthening of the U.S. dollar against the yen, the gains  realized
from  the  exercise of these options will partially  mitigate  losses
incurred  by  the Company on the underlying currency exposure.    The
financial  statement impact of the foreign currency option  contracts
was immaterial for the first quarters of 1998 and 1999.

The  Company's  net  equity exposure to the  Japanese  yen  has  been
effectively  hedged  through  debt  swap  agreements  covering   both
principal and interest.  Pursuant to these agreements $110 million of
debt  with a weighted average fixed interest rate of 6.7% was swapped
for an equivalent value of yen at a weighted average exchange rate of
114.6 yen to the dollar and a weighted average fixed interest rate of
3.6%.   The  maturities of the swap agreements  match  those  of  the
underlying debt.

Although  the  Company mitigates its foreign currency  exchange  risk
through  the  above  activities, when  the  U.S.  dollar  strengthens
against currencies in which the Company transacts its business, sales
and net income will be adversely impacted.

Restructuring Charges
In  the second quarter of 1998, the Company announced a restructuring
program  to  improve  the  competitive position  of  the  Company  by
streamlining  worldwide  operations and  reducing  the  overall  cost
structure.    The  restructuring  program  was  initiated  to   bring
operating  costs  in  line  with lower revenues  resulting  from  the
financial difficulties in Asian economies, the strong U.S. dollar and
the continuation of the semiconductor industry slump.

Key initiatives include:
1.    Discontinue  non-strategic product lines,  rationalize  product
  offerings  and  consolidate  certain  manufacturing  operations  to
  eliminate duplicate manufacturing processes and improve product line
  focus.
2.    Realign  European country organizational structure to focus  on
  operating business units and establish a regional transaction service
  center.
3.   Reduce administrative and management infrastructure costs in
  Asia.
4.   Renegotiate marketing, research and vendor contractual
  agreements.
5.   Streamline the supply chain management function and consolidate
  vendors resulting in cost savings and better customer response.

In  the  third  quarter  of  1998, the Company  recorded  an  expense
associated  with  these  activities of $42.8 million  ($29.1  million
after  tax) including a restructuring charge of $33.6 million  and  a
$9.2  million  charge against cost of sales for inventory  and  fixed
asset  write-offs associated with the rationalization of its  product
offering and elimination of non-strategic business lines.  The  $33.6
million  restructuring  charge included  $18.3  million  of  employee
severance  costs, $9.5 million write-down to fair value of  real  and
intangible  assets associated with discontinued product  lines,  $3.8
million  of  lease  cancellation costs and $2.0 million  of  contract
termination costs. Approximately $5.6 million of restructuring  costs
were  paid  in  1998 and $2.0 million in the first quarter  of  1999.
These  expenditures consisted primarily of severance.  The  remaining
accrual of $16.5 million will be substantially
                                  
                                -10-
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                (In millions, except per share data)
                                  
paid out in 1999, with the remainder paid in future years.  The major
programs  continuing  into 1999 include the realignment  of  European
operating  units, establishment of the European regional  transaction
center,   streamlining   the   supply  chain   management   function,
consolidating  certain manufacturing operations and  cancellation  of
leases.

The  restructuring initiatives combined with the consolidation of the
Company's Microelectronics plants resulted in the elimination of  620
positions  worldwide.   Notification to employees  was  completed  in
1998,  however  a  small number of these employees will  continue  in
their existing positions through 1999 with their related salary costs
charged  to operations as incurred.  Under the terms of the severance
agreements,  the  Company  expects to pay  severance  and  associated
benefits through the early part of 2000.

When  fully implemented the combination of the restructuring programs
and  the  Microelectronics plant consolidation are expected to  yield
annualized  savings of $38.0 million as compared  to  the  annualized
results  of  the  second quarter of 1998.  The  savings  in  employee
compensation,  facility related costs, depreciation and  amortization
will  be primarily reflected as reductions in Cost of Sales.  In  the
first  quarter of 1999, the Company realized savings of approximately
$8.0 million and anticipates approximately $36 million of savings for
the full year.

Capital Resources And Liquidity
Cash  generated by operations in the first three months of  1999  was
$9.8  million compared to cash used by operations of $0.9 million  in
the  first  three months of 1998.  During the first three  months  of
1999  and 1998, cash expenditures amounting to $4.1 million and  $4.5
million, respectively, were charged against reserves established  for
the  1998 restructuring activities and the integration of the  Amicon
and  Tylan Acquisitions.  Excluding the restructuring and acquisition
related  expenditures, cash flow from operations for the first  three
months  of  1999  and  1998  was  $13.9  million  and  $3.6  million,
respectively.

The   increase   in   cash  flow  from  operations,   excluding   the
restructuring  and  acquisition expenditures,  for  the  first  three
months  of 1999 as compared to the same period of the prior  year  is
primarily  a  result of improved inventory utilization attributed  to
asset  management  initiatives launched in 1998 and  reserve  actions
taken   as   part  of  the  1998  restructuring  program.   Partially
offsetting this is an increase in accounts receivables resulting from
significantly higher sales volume late in the first quarter of  1999.
The   Company   continues  to  aggressively  manage  its   collection
activities.   This  resulted  in  a  decrease  in  the   days   sales
outstanding from 86 days in the first quarter of 1998 to 79  days  in
the first quarter of 1999.

Cash  generated by the Company during the first three months of  1999
was  used  to reduce short-term debt, invest in property,  plant  and
equipment,   and  pay  dividends.  Property,  plant   and   equipment
expenditures  for  the first three months of 1999 were  $5.9  million
lower  than the same period of the prior year due to the construction
in  1998 of the new manufacturing facility in Allen, Texas which  was
substantially  completed during that year.  The  Company  expects  to
spend  a  total  of  $40.0 to $45.0 million for property,  plant  and
equipment during 1999.

Euro
On  January  1, 1999, several member countries of the European  Union
established  fixed conversion rates between their existing  sovereign
currencies, and adopted the Euro as their new common legal  currency.
As of that date, the Euro trades on currency exchanges and the legacy
currencies  will  remain legal tender in the participating  countries
for  a transition period between January 1, 1999 and January 1, 2002.
In  the  first  quarter of 1999, the Company began invoicing  certain
customers and intercompany transactions in the Euro.


                                  
                                  
                                  
                                  
                                  
                                  
                                -11-
                                  
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                (In millions, except per share data)

Year 2000
The  Company  is  aware  of the "Year 2000" issue  that  will  affect
certain  products  and  systems that were not  designed  to  properly
handle   the   transition  between  the  twentieth  and  twenty-first
centuries.   The Company has recognized the need to ensure  that  its
business operations will not be adversely impacted by the Year  2000.
Accordingly,  the Company has authorized an internal team  to  assess
the  Company's  Year  2000  readiness  and  to  determine  the  steps
necessary to address its Year 2000 issues.  Among the areas that have
been  or  are  being assessed are the Company's internal  information
systems,  its  manufacturing  equipment,  its  facilities   and   its
products.   In addition, the team has moved forward in its assessment
of  the  Year  2000  readiness  of the Company's  key  suppliers  and
financial institutions.

As part of the assessment of its Year 2000 readiness, the Company has
identified  and  substantially completed  testing  its  key  internal
information  systems (which includes order entry,  manufacturing  and
financial systems) as well as its facilities, manufacturing and other
key  systems  for  Year  2000 compliance. By  mid-1999,  the  Company
expects   to   complete  implementation  of  all   modifications   or
replacements necessary to make all key systems Year 2000 compliant.

The  Company has substantially completed its testing of the Year 2000
compliance  of  its  products.  A large  majority  of  the  Company's
products  do not present Year 2000 compliance issues, and  for  those
products that do present issues the Company has communicated with its
customers regarding appropriate solutions.

In  addition  to  testing of the Company's internal systems  and  its
products, the Company is implementing its plan of communication  with
its  suppliers and financial institutions regarding their  Year  2000
readiness  and the Year 2000 compliance of the products and  services
that  they provide to the Company.  As of March 31, 1999 the  Company
has  not identified any important Year 2000 readiness issues  of  its
key  supply-chain  partners.  The Company  expects  to  substantially
complete  its  risk analysis and to develop contingency  plans  where
reasonably  possible  for  dealing with risks  raised  by  such  non-
readiness before July 1999.

The  Company  currently estimates that the total costs that  will  be
incurred in its Year 2000 assessment and remediation program will  be
in  the range of $1.0 million to $3.0 million, of which approximately
$0.8  million has been incurred through March 31, 1999.   Incremental
spending has not been and is not expected to be material because most
Year  2000 readiness costs will be met with amounts that are normally
budgeted for procurement and maintenance of the Company's information
systems and infrastructure.  However, the redirection of spending  to
the  implementation of its Year 2000 readiness program  may  in  some
instances delay productivity improvements.

The Year 2000 presents a number of risks and uncertainties that could
affect  the Company notwithstanding the successful implementation  of
its  Year  2000  readiness  program.  Those risks  and  uncertainties
include,   but   are  not  limited  to,  failure  of   utilities   or
transportation   systems,  competition  for  personnel   skilled   in
remediation  of  Year  2000  issues, and  the  nature  of  government
responses to the Year 2000.

Though  the Company continues to believe that the Year 2000 will  not
have  a  material  impact  on its business,  financial  condition  or
results  of operations, the occurrence of any of the above  risks  or
uncertainties or the failure to successfully implement the  Company's
Year 2000 readiness program could result in such a material impact.

                                  
                                  
                                  
                                  
                                  
                                  

                                  
                                  
                                  
                                  
                                  
                                -12-
                                  
                                  
Part II - Other Information
Item 1.     Legal Proceedings

  In  1991  the Company brought suit against The Travelers  Indemnity
  Company,  Hartford  Accident and Indemnity  Company  and  Insurance
  Company  of  North America in U.S. District Court for the  District
  of  Massachusetts  with  respect to four Superfund  sites  and  one
  other  site  at  which  the Company had been  named  a  potentially
  responsible party, seeking recovery of the full costs of  defending
  the  actions  at such sites, indemnification for its liability  and
  damages  for  unfair and deceptive insurance practices.   The  case
  against  The  Travelers Indemnity Company was previously  dismissed
  and  that  dismissal upheld on appeal.  The case  against  Hartford
  Accident  and Indemnity Company was settled during 1998.  The  case
  against  Insurance  Company of North America was settled  effective
  April 23, 1999.

Item 4.  Submission of Matters to a Vote of Security Holders

a.   The Annual Meeting of Stockholders of Millipore Corporation was
  held on April 22, 1999.

b.    The  following  four  matters were voted  upon  at  the  Annual
  Meeting: (1) the election of three Class III Directors for a three-
  year term; (2) the adoption of the Millipore Corporation 1999 Stock
  Incentive Plan; (3) the amendment of the Millipore Corporation 1995
  Employee's Stock Purchase Plan and (4) the adoption of the Millipore
  Corporation 1999 Stock Option Plan for Non-Employee Directors.   The
  following votes were tabulated with respect to the election:
<TABLE>
<CAPTION>
                                           Number of shares
   <S>                    <C>         <C>        <C>        <C>     <C>
   Matter Voted Upon        Votes                           Absten-  Broker
                            "For"     Withheld    Against   tions   Non-Votes
   Election of                                                      
   Directors:
   Elaine L. Chao         36,733,165  2,097,815                     
    Maureen A. Hendricks  36,737,643  2,093,337                     
    Thomas O. Pyle        36,725,275  2,105,705                     
                                                                    
   Adoption of the                                                  
   Millipore Corporation                                            
   1999 Stock Incentive                                             
   Plan                   22,486,175             12,691,325  153,812  3,499,668
                                                                    
   Amendment of the                                                 
   Millipore Corporation                                            
   1995 Employee's Stock                                            
   Purchase Plan          30,539,488             4,634,298  148,478  3,508,716
                                                                    
   Adoption of the                                                  
   Millipore Corporation                                            
   1999 Stock Option                                                
   Plan for Non-Employee                                            
   Directors              28,698,062             6,478,482  154,767  3,499,669
</TABLE>

Item 6.  Exhibits and Reports on Form 8-K

a.   Exhibits

  27     Article 5 Financial Data Schedule - for the three months
ended March 31, 1999
                                  

                                  
                                  
                                -13-
                                  
                                  
                             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.


                              Millipore Corporation
                              Registrant



May 7, 1999                   /s/ Kathleen B. Allen
Date                          Kathleen B. Allen
                              Chief Accounting Officer
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                -14-