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, 1997

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 (617) 275-9200

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 43,503,163 shares of common stock outstanding as
of April 25, 1997.

                                
                                
                      MILLIPORE CORPORATION
                       INDEX TO FORM 10-Q





                                                  Page No.
Part I.   Financial Information

Item 1.   Condensed Financial Statements

          Consolidated Balance Sheets --
             March 31, 1997 and December 31, 1996           2

          Consolidated Statements of Income --
             Three Months Ended March 31, 1997 and 1996     3

          Consolidated Statements of Cash Flows --
             Three Months Ended March 31, 1997 and 1996     4

          Notes to Consolidated Condensed
             Financial Statements                           5-6

Item 2.   Management's Discussion and Analysis
             of Financial Condition and Results
             of Operations                                  7-8

Part II.  Other Information

Item 1.   Legal Proceedings                                 9

Item 6.   Exhibits and Reports on Form 8-K                  9

          Signatures                                        10



                                
                                
                      MILLIPORE CORPORATION
                   CONSOLIDATED BALANCE SHEETS
                         (In thousands)

                                     March  31,       December 31,
                                        1997             1996
                                                         
ASSETS                               (Unaudited)               
Current assets                                                 
   Cash                                $   9,710       $  4,010
   Short-term investments                 37,555         42,860
   Accounts receivable, net              172,624        151,653
   Inventories                           126,189        106,410
   Other current assets                   14,948          6,979
Total Current Assets                     361,026        311,912
                                                               
Property, plant and equipment, net       218,991        203,017
Intangible assets                         75,982         58,866
Deferred income taxes                     81,430         69,086
Other assets                              32,387         40,011
                                                               
Total Assets                         $   769,816      $ 682,892
                                                               
LIABILITIES AND SHAREHOLDERS'                                  
EQUITY
Current liabilities                                            
   Notes payable and current                                   
portion of
      long-term debt                 $   193,619      $ 101,546
   Accounts payable                       46,784         34,404
   Accrued expenses                       92,197         57,011
   Accrued divestiture costs               1,595          3,604
   Dividends payable                       3,905          3,899
   Accrued retirement plan                 3,138          4,705
contributions
   Accrued and deferred income             7,095         11,231
taxes payable
Total Current Liabilities                348,333        216,400
                                                               
Long-term debt                           293,092        224,359
Other liabilities                         24,107         24,528
Shareholders' equity                                           
   Common stock                           56,988         56,988
   Additional paid-in capital              8,800          8,800
   Retained earnings                     444,539        548,598
   Unrealized gain on securities           9,411          9,536
available for sale
   Translation adjustments              (22,366)        (8,280)
                                         497,372        615,642
   Less:  Treasury stock, at cost,                             
13,490 shares in 1997 and 13,666 in     (393,088)      (398,037)
1996
Total shareholders' equity               104,284        217,605
                                                               
Total Liab and Shareholders' Equity   $  769,816      $ 682,892
                                
                                
                                
 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)

                                    Three Months Ended
                                        March 31,
                                                   
                                    1997         1996
                                                        
Net sales                         $ 178,839    $ 156,476
Cost of sales                        80,015       61,946
                                                        
Gross profit                         98,824       94,530
                                                        
Selling, general & administrative    60,096       50,140
expenses
Research & development expenses      13,451        9,409
Purchased research & development    114,091            -
expense
                                                        
Operating (loss) / income          (88,814)       34,981
                                                        
Gain on sale of equity securities     1,769            -

Interest income                         761          713

Interest expense                    (6,024)      (2,710)
                                                        
(Loss) / income before income      (92,308)       32,984
taxes
                                                        
Provision for income taxes            5,454        7,751
                                                        
Net (loss) / income               $(97,762)    $  25,233
                                                        
                                                        
Net (loss) / income per common     $ (2.25)    $    0.57
share
                                                        
Cash Dividends declared per       $    0.09    $    0.08
common share
                                                        
Weighted average common shares       43,391       44,163



   The accompanying notes are an integral part of the consolidated
                   condensed financial statements.
                                  
                                 -3-
                                
                      MILLIPORE CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In thousands)
                           (Unaudited)


                                          Three Months Ended
                                               March 31,
                                                           
                                          1997           1996
Cash Flows From Operating Activities:                          
Net (loss) income                       $(97,762)      $25,233
Adjustments to reconcile net income to                 
net cash provided:
 Purchased research and development     114,091             -
expense
 Write-off of acquired inventory         5,000              -
step-up
 Depreciation and amortization           8,666          7,661
 Gain on sale of equity securities      (1,769)             -
 Deferred income tax provision               -              -
 Change in operating assets and                        
liabilities:
   (Increase) in accounts receivable    (12,500)        (5,784)
   (Increase) in inventories            (4,515)         (8,207)
   (Increase) in other current assets   (6,594)         (1,719)
   Decrease (increase) in other assets   8,059          (220)
   (Decrease) increase in accounts                     
payable and accrued expenses            (6,073)           887
   (Decrease) in accrued retirement     (1,567)         (2,419)
plan contributions
   (Decrease) increase in accrued        (870)          2,626
income taxes
   Other                                 2,186            765
Net cash provided by operating           6,352         18,823
activities
                                                       
Cash Flows From Investing Activities:                  
Additions to property, plant and        (7,144)         (7,282)
equipment
Investment in businesses                     -          (2,990)
Acquisition of Tylan, net of cash       (161,267)           -
acquired
Proceeds from sale of equity             1,769              -
securities
Net cash used by discontinued           (2,009)         (2,560)
operations
Net cash used in investing activities   (168,651)      (12,832)
                                                       
Cash Flows From Financing Activities:                  
Treasury stock acquired                      -         (37,278)
Issuance of treasury stock under stock   3,127          3,607
plans
Net change in short-term debt           92,073         33,144
Borrowings (repayment) of long-term     74,418           (32)
debt
Dividends paid                          (3,899)        (3,559)
Net cash used in financing activities   165,719        (4,118)
                                                       
Effect of foreign exchange rates on                    
cash and short-term investments         (3,025)         (597)
Net increase in cash and short-term        395          1,276
investments
                                                       
Cash and short-term investments on      46,870          23,758
January 1
Cash and short-term investments on      $47,265        $25,034
March 31
                                                       
       The accompanying notes are an integral part of the
          consolidated condensed financial statements.
                                
                               -4-
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           (In thousands)


1.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,  1996.   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 consist of the following:


                       March  31,      December 31,
                             1997              1996
   Raw materials          $46,854           $27,502
   Work in process         19,740            16,310
   Finished goods          59,595            62,598
                         $126,189          $106,410
                                       


3.      Accumulated depreciation on property, plant and equipment was
  $197,404 at March 31, 1997, and $195,397 at December 31, 1996.


4.    On  January 22, 1997, the Company successfully completed a cash
  tender  offer  for all of the outstanding common  shares  of  Tylan
  General, Inc. (Tylan).  Tylan, which became a wholly-owned subsidiary
  on  January  27,  1997, supplies precision mass  flow  controllers,
  pressure and vacuum measurement and control equipment, and ultraclean
  gas panels to the microelectronics industry.  The aggregate purchase
  price, including the assumption of Tylan debt and transaction costs,
  was $163,371.   The acquisition is accounted for as a purchase, and
  accordingly, the purchase price has been preliminarily allocated to
  the  identifiable tangible and intangible assets based on estimated
  fair  market  values  of  those assets.  The  Company  has  accrued
  approximately  $31,000  for additional costs  associated  with  the
  acquisition.   These  costs  include  severance  payable  to  Tylan
  employees, abandonment of duplicate Tylan manufacturing  and  sales
  facilities, and termination of certain Tylan contractual obligations.
  The Company expects that the integration of Tylan's operations into
  those of the Company will be substantially complete within 18 to 24
  months.   The ultimate execution of the Company's plans  and  costs
  incurred  may  result in an adjustment to the amounts preliminarily
  allocated  to  assets  and liabilities and to amounts  accrued  for
  additional costs associated with the acquisition.  The purchase price
  included at estimated fair value current assets of $45,044, property
  and equipment of $22,759, other assets of $16,477 and the assumption
  of  liabilities  of $22,042.  Identifiable intangible  assets  were
  valued at $18,042 and included tradenames and patented and unpatented
  complete technology.  These intangible assets will be amortized over
  their estimated useful lives ranging from 6 to 10 years.  The value
  of   in-process  research  and  development  for  which   technical
  feasibility has not been achieved was $114,091 and was  charged  to
  earnings  in the first quarter of 1997.  The purchase was  financed
  through the Company's $450,000 revolving credit facility discussed in
  Note  J  to  the Company's financial statements for the year  ended
  December 31, 1996.








                                 -5-
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           (In thousands)



5.    In  March  1997,  the Company sold $100,000 of 7.23%  unsecured
  notes due in 2002 and $100,000 of 7.60% unsecured notes due in 2007,
  pursuant  to a public offering.  Net proceeds from the offering  of
  $197,950  were  used  to  repay borrowings  outstanding  under  the
  Company's $450,000 Revolving Credit Facility.  Interest on the  new
  notes is payable semi-annually in April and October.

  Individual  borrowings  under  the  $450,000  five-year   Revolving
  Credit  Facility  are  made  on terms  not  exceeding  six  months.
  Accordingly, borrowings under the facility are reflected  in  notes
  payable  as  a  current liability in the accompanying  consolidated
  balance sheet.

6.On  May  2, 1997, the Environmental Quality Board (EQB) of  Puerto
  Rico  served an administrative order on Millipore Cidra,  Inc.,  a
  wholly-owned subsidiary of the Company.  The administrative  order
  (EQB order) generally alleges:  (i) that the nitrocellulose filter
  membrane   scrap  produced  by  Millipore  Cidra's   manufacturing
  operations  is  a  hazardous waste as defined in EQB  regulations;
  (ii)  that  Millipore Cidra, Inc. failed to manage, transport  and
  dispose of the nitrocellulose membrane scrap as a hazardous waste;
  and  (iii)  that such failure violated EQB regulations.   The  EQB
  order  proposes  penalties in the amount  of  $96,500  and  orders
  Millipore Cidra, Inc. to manage the nitrocellulose membrane  scrap
  as  a  hazardous waste.  While the Company is still in the process
  of  analyzing the EQB Order and evaluating its impact, if any,  on
  Millipore  Cidra's business operations, the Company believes  that
  it  has  meritorious arguments, intends to vigorously contest  the
  EQB Order and believes that it should prevail.
  Depending on the ultimate outcome of these proceedings (or if
  there are interim material adverse developments), the Company
  could be in violation of certain provisions contained in its
  $450,000 Revolving Credit Facility, $100,000 6.88% notes due in
  2004, $100,000 7.23% notes due 2002 and $100,000 7.60% notes due
  in 2007.  Violation of these provisions would allow the lenders to
  require repayment on demand (or, in the case of the Revolving
  Credit Facility, restrict borrowings or re-borrowings).  In any
  such event, the Company believes that it would be able to
  renegotiate the terms of its existing debt, although potentially
  on less favorable terms.


7.The  Company  and Waters Corporation are engaged in an  arbitration
  proceeding and related litigation, both of which commenced  in  the
  second  quarter  of  1995, with respect to the  amount  of   assets
  required  to  be  transferred by the Company's Retirement  Plan  in
  connection   with   the  Company's  divestiture   of   its   former
  Chromatography  Division.   The  Company  believes  that   it   has
  meritorious  arguments and should prevail.  In the opinion  of  the
  Company,  although final settlement of this matter may  impact  the
  Company's  financial statements in a particular period, it  is  not
  expected  to  have  a  material adverse  affect  on  the  Company's
  financial statments.


8.In  February 1997, the Financial Accounting Standards Board  (FASB)
  issued Statement of Financial Accounting Standard (SFAS) No. 128  -
  Earnings  per  Share.   SFAS  No.  128  establishes  standards  for
  computing  and presenting earnings per share (EPS) and  requires  a
  dual  presentation  of basic and dilutive EPS.   SFAS  No.  128  is
  effective for financial statements issued for periods ending  after
  December  15,  1997  and earlier adoption is  not  permitted.   The
  Company is currently assessing the impact of SFAS No. 128.






                                 -6-
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Forward Looking Statements
The  following  Discussion  and Analysis  includes  certain  forward-
looking  statements  which  are subject to  a  number  of  risks  and
uncertainties as described in Management's Discussion and Analysis in
the  Company's Annual Report on Form 10-K for the year ended December
31,  1996.   Such  forward-looking statements are  based  on  current
expectations and actual results may differ materially.

Recent Developments
On  January 22, 1997, the Company announced the successful completion
of its tender offer for all of the outstanding common shares of Tylan
General,  Inc. "Tylan" for $16.00 per share.  Tylan became  a  wholly
owned  subsidiary of the Company on January 27, 1997.   The  purchase
price,  including  transaction costs, was $137.0  million,  plus  the
assumption  of Tylan's outstanding debt, net of cash, totaling  $24.3
million.   This acquisition has also been accounted for as a purchase
and  resulted  in a non-tax deductible charge for purchased  research
and development of $114.0 million in the first quarter of 1997.

On  December  31,  1996, the Company acquired the  Amicon  Separation
Science Business "Amicon" of W.R. Grace and Co. for a price of $129.3
million  in  cash,  including transaction costs.   This  acquisition,
which  is  discussed more fully in the financial  statements  of  the
Company for the year ended December 31, 1996, has also been accounted
for as a purchase.

Both   acquisitions  are  included  in  the  Company's   consolidated
financial  statements  in  the  first  quarter  of  1997  from  their
respective   date  of  acquisition  and,  accordingly,   results   of
operations in the first quarter of 1997 are not comparable to results
of operations in the first quarter of 1996.

Results of Operations
Consolidated  net  sales for the first quarter of  1997  were  $179.0
million,  an  increase of  14 percent over sales for the same  period
last  year.   Sales growth measured in local currency  terms  was  21
percent  in  the first quarter of 1997, but fluctuations  in  foreign
currency  exchange  rates, primarily the strengthening  of  the  U.S.
dollar  against  both the Japanese Yen and most European  currencies,
decreased  reported sales growth by 7 percentage points.  The  growth
rate  in  sales in the first quarter of 1997 was due to the Company's
recent acquisitions of Amicon and Tylan.  Without these acquisitions,
revenues decreased 6 percent over the same period last year, and,  in
local  currency,  were  flat.  The following table  summarizes  sales
growth by geography and market in the first quarter of 1997 with  and
without the recent acquisitions.

                     Sales growth rates      Sales growth rates
                     measured in local        measured in U.S.
                         currencies                dollars
                                                       
                       With      Without        With    Without
                    Acquisi-    Acquisi-     Acquisi-  Acquisi-
                      tions       tions        tions     tions
                                                           
   Americas            35%         0%           35%      (1)%
   Europe              21%         5%           12%      (4)%
   Asia/Pacific         6%        (4)%         (5)%      (14)%
                       21%         0%           14%      (6)%
   Consolidated
                                                       
                                                       
   Microelectroni      27%        (15)%         20%      (20)%
   cs Mfg.
   BioPharmaceuti      25%         10%          18%       3%
   cal Mfg.
   Analytical          14%         4%           7%       (2)%
   Laboratory
                       21%         0%           14%      (6)%
   Consolidated
                                                           
                                  
                                  
                                  
                                 -7-
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                             (continued)




Sales  growth  in the BioPharmaceutical manufacturing market  was  10
percent  in  local  currency, with sales to  biotechnology  customers
especially strong.  Sales to microelectronics manufacturing customers
continued  to  be  affected by a down cycle in  the  microelectronics
industry,  a trend which has negatively affected the Company's  sales
and  income  since the middle of 1996.  Sales growth of 4 percent  in
local currency to analytical laboratory customers was slower than the
growth rates achieved in the last two quarters of 1996, partially due
to  manufacturing  issues which delayed production of  new  products.
These problems have been resolved.

If foreign exchange rates remain at May 1, 1997 levels, the affect of
foreign  exchange  currencies is expected to reduce  reported  second
quarter  1997 sales growth by approximately 8 percentage  points  and
full year 1997 sales growth by approximately 7 percentage points.

Gross  margins  in  the first quarter of 1997 were  55.3  percent  of
sales,  compared to 60.4 percent in the first quarter of  1996.   The
gross  margin percentage of 55.3 percent includes the impact  of  low
margin  sales  related to the acquired businesses; as  the  inventory
acquired  in each acquisition was written up to net realizable  value
as  part  of  the acquisition accounting and consequently,  very  low
margins   were  generated  in  the  period  directly  following   the
acquisitions.   Without this, gross margins in the first  quarter  of
1997  were  58.1 percent.  Gross margin percentages were  lower  than
those  in  the same period last year as the acquired businesses  both
have  lower  gross  margin percentages than  those  achieved  by  the
Company in 1996.

Operating expenses in the first quarter of 1997 increased 24  percent
over  operating expenses for the first quarter of 1996.  The increase
is  mainly due to operating expenses of the acquired businesses.  The
Company  expects operating expenses to increase in the second quarter
as a full quarter of Tylan operating expenses will be included.

The  gain on sale of equity securities of $1.8 million represents the
sale  of a portion of the Company's holdings in PerSeptive BioSystems
common  shares.  The Company anticipates selling additional  portions
of  this equity investment in the future, although it has no specific
commitments to do so at this time.

Net  interest  expense in the first quarter of 1997 was  much  higher
than  that  of the first quarter of 1996, due to increased borrowings
required  to  acquire  Amicon  and  Tylan.   Interest  on  borrowings
required  to  complete the Tylan acquisition, as well as interest  on
Tylan's  assumed  debt,  are included in the Company's  statement  of
income  from  January  22,  1997.   Interest  expense  in  subsequent
quarters  of  1997  will  be  higher  as  such  borrowings  will   be
outstanding for the entire quarter.

The  Company's  effective  income tax rate  for  the  first  quarter,
excluding  the non-tax deductible purchased research and  development
expense  associated  with  the  Tylan acquisition  was  22.5  percent
compared  to  23.5 percent for the full year in 1996.  The  effective
rate  for  the first quarter is expected to be maintained  throughout
1997.  The effective rate in 1997 is lower than the effective rate in
1996  as the Company's current estimates of 1997 income increase  the
relative importance of the Company's low tax rate manufacturing sites
as compared to 1996.

A  substantial portion of the Company's business is conducted outside
of  the United States through its foreign subsidiaries.  This exposes
the   Company   to  risks  associated  with  foreign  currency   rate
fluctuations which can impact the Company's revenue and  net  income.
To partially mitigate this risk, the Company has entered into foreign
currency transactions, primarily forward and option contracts to sell
Yen, on a continuing basis in amounts and timing consistent with  the
underlying  currency exposure so that the gains or  losses  on  these
transactions  offset gains or losses on the underlying exposure.   In
the first quarter of 1997, a gain of $1.6 million was realized on the
Company's  foreign  exchange contracts and was recorded  in  cost  of
sales,  compared  to a gain of $.4 million in the  first  quarter  of
1996.  The Company does not engage in speculative trading activity.

                                 -8-
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                             (continued)





Capital Resources And Liquidity
Cash  flow  from  operations in the first quarter of  1997  was  $6.4
million compared to $18.8 million in the first quarter of 1996.  Cash
flow  from operations in the first quarter of 1997 included  outflows
of  $7.8  million  for  non-transaction  costs  associated  with  the
acquisitions.

During  the  first  quarter of 1997, cash generated from  operations,
along with increased borrowings, was used to acquire Tylan, invest in
property,  plant  and equipment, and pay dividends.  Property,  plant
and  equipment expenditures in the first quarter of 1997  were  lower
than  for  the same period in 1996, but are expected to  increase  in
subsequent quarters during 1997.

The Company spent approximately $2.0 million in the first quarter  of
1997 to satisfy obligations related to discontinued operations.   The
Company  expects  that cash expenditures related to its  discontinued
operations will decline in subsequent quarters during 1997  and  will
be  insignificant  after the third quarter of  1997,  as  contractual
support services provided to the divested businesses will expire.

As  noted  in  Footnote  5  to the Consolidated  Condensed  Financial
Statements, the Company successfully completed a public debt offering
in  the  first  quarter of 1997.  Net proceeds from the  offering  of
$197.9  million were used to repay borrowings outstanding  under  the
Company's $450.0 million revolving credit facility.

Refer   to   Footnote  6  to  the  Consolidated  Condensed  Financial
Statements  regarding  the  Company's recent  notification  from  the
Environmental Quality Board of Puerto Rico and the potential  capital
resource  and  liquidity issues arising from the resolution  of  this
notification.



















                                 -9-

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.
On May 2, 1997 the Environmental Quality Board of the Commonwealth of
Puerto  Rico ("EQB") issued an administrative order (the "EQB Order")
against  Millipore Cidra, Inc. ("Millipore Cidra"),  a  wholly  owned
subsidiary of the Company.  The EQB Order generally alleges that  the
nitrocellulose  membrane filter scrap discarded  by  Millipore  Cidra
during  its  manufacturing  operations  (the  "filter  scrap")  is  a
hazardous  waste as defined in EQB regulations.  The EQB  Order  also
alleges that Millipore Cidra managed, transported and disposed of the
filter  scrap  as a non-hazardous solid waste and that this  practice
violates  numerous EQB regulations.  The EQB ordered Millipore  Cidra
to  manage  the filter scrap as a hazardous waste in compliance  with
EQB regulations and proposes an administrative fine against Millipore
Cidra  for  the  alleged  violation of  EQB  regulations  aggregating
$96,463,450.50.   The  EQB  Order  also  demands  the  production  of
documents relating to Millipore Cidra's manufacturing operations  and
to  Millipore Cidra's disposal practices with respect to  the  filter
scrap.   Finally  the  EQB  Order  summons  Millipore  Cidra  to   an
administrative hearing in August 1997.
The  Company  disputes  the entire basis upon  which  the  EQB  Order
concluded  that  the  filter  scrap is a hazardous  waste  under  EQB
regulations.  Further, the Company believes that Millipore Cidra  has
meritorious  defenses  to the EQB Order and the  Company  intends  to
vigorously  contest  the EQB Order.  Pending  a  resolution  of  this
matter,  however, Millipore Cidra will accommodate the EQB Order  and
has adopted procedures to assure that the filter scrap is managed and
disposed  of  as  if  it  were  a  hazardous  waste  under  the   EQB
regulations.
     

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

         b.   Reports on Form 8-K

              The Company filed the following reports on Form 8-K
         during the first quarter of 1997:

              Form 8-K report dated December 31, 1996, filed on
         January 15, 1997; the Company acquires the Amicon
         Separation Science Business (Amicon) of W.R. Grace & Co. in
         a $125 million cash transaction.

              Form 8-K report dated January 31, 1997, filed on
         February 7, 1997; the Company completes a cash tender offer
         to acquire Tylan General, Inc. (Tylan).

              Form 8-K/A report dated December 31, 1996, filed on
         March 17, 1997; the Company amended the previous 8-K
         filings for both the Amicon and Tylan acquisitions, to
         include the financial statements and exhibits.

         The following financial statements were also filed with the
         Form 8-K/A:

              Unaudited Pro Forma Statement of Income of Millipore
         Corporation for the year ended December 31, 1996.

              Unaudited Pro Forma Balance Sheet of Millipore
         Corporation as of December 31, 1996.

              Audited Historical Combined Financial Statements of
         the Amicon Product Line of W.R. Grace & Co - Conn. for the
         year ended December 31, 1996.

              Audited Historical Consolidated Financial Statements
         of Tylan General, Inc. for the years ended October 31,
         1994, 1995 and 1996.




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                             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 15, 1997                  /s/ Michael P. Carroll
Date                          Michael P. Carroll
                              Vice President, Chief Financial Officer
                              and Treasurer



























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