January 10, 2000



Mr. Douglas Jacoby
8 Nashua Avenue
Marblehead, MA  01945

Dear Doug:

     As we discussed, Millipore and you have agreed that it
is in our mutual best interest for the Company to accept
your resignation as Corporate Vice President.  Accordingly,
we further agree as follows:

     1.   Your termination date will be the close of
business on January 10, 2000 ("Severance Date").

     2.   You will receive severance in the amount of two years
of your current total annual target cash compensation
($507,000 per year) payable in 52 bi-weekly installments
commencing on January 27, 2000 and ending on January 10,
2002, the salary continuation period.

     3.   All unvested stock options previously granted to
you shall become immediately vested as of January 11, 2000.
All of your options must be exercised, if at all, no later
than one year after the Severance Date.  All restricted
stock previously granted to you shall become free of all
restrictions on January 11, 2000.

     4.   During the salary continuation period, so long as
you remain unemployed, you will be eligible to continue your
medical and dental benefits by continuing to pay the premium
paid by Millipore employees.  All other benefits provided to
employees who are actively employed by Millipore (other than
those described in paragraph 3 above) will terminate on the
Severance Date, except that you will be able to convert your
group term life insurance coverage (excluding the accidental
death and dismemberment portion of such insurance) and long
term disability insurance within thirty-one (31) days after
your Severance Date, in accordance with the terms of those
plans.  Prior to the end of the salary continuation period,
you will be provided information necessary to convert your
medical and dental benefits as provided by the Comprehensive
Budget Reconciliation Act (COBRA) by paying the COBRA
premium rate to the Company.

     5.   We will make up to 12 months of outplacement
services available to you, at no cost with a mutually
acceptable firm.

     6.   From the Severance Date until January 10, 2002,
you shall not become employed by or act as a consultant for
any company or other person or organization who competes
with Millipore.  Notwithstanding the preceding sentence,
Millipore's will agree to your becoming employed by or
acting as a consultant to a competitor, if, in its sole
discretion, it believes that you can do so without making
use of or revealing any confidential proprietary information
of Millipore.

     7.   Except for your family and legal and financial
advisors:  you will keep the terms of this Agreement
confidential, you will not disclose to third parties the
nature or circumstances surrounding your termination, and
you will not speak disparagingly of Millipore, its products
or business practices to any third party.

     8.   You agree to hold in confidence any and all
confidential and proprietary information of Millipore to
which you have had access during the course of your
employment.

     9.   You will execute the attached general release.
(In the event that you revoke the general release per its
terms, this letter agreement will be deemed to be revoked as
well.)

     If the above accurately reflects our agreement in the
above matter, please sign, date and return the enclosed copy
of this letter as well as the general release.  You have 21
days from the Severance Date to consider whether you wish to
sign this letter agreement and the general release.  In
addition, you will have seven days after you sign them to
revoke your acceptance of both.  You are encouraged to
consult with an attorney with respect to the matter of your
termination and this agreement.

Very truly yours,
MILLIPORE CORPORATION



C. William Zadel
President and Chief Financial Officer




_______________________  _________________
Douglas Jacoby           Dated


                General Release of All Claims


      This General Release of All Claims (referred to as the
"General  Release")  given by Douglas  Jacoby  to  MILLIPORE
CORPORATION   and  its  parents,  subsidiaries,  affiliates,
agents, officers, directors and employees, and all of  their
predecessors and successors (all referred to as  "Millipore"
or "the Company").

      Effective  January  10,  2000 ("Termination  Date")  I
acknowledge the termination of my employment with  Millipore
and I agree that my employment and the termination from that
employment  shall  not give rise to any  claim  on  my  part
against Millipore.

      In  exchange  for this General Release, Millipore  has
provided to me good and valuable consideration (described in
the  attached letter agreement dated January 10,  2000)  the
receipt and adequacy of which is hereby acknowledged.

I  hereby  agree  to forever discharge Millipore,  from  all
debts,  demands, actions, causes of action, suits, accounts,
covenants,   agreements,  damages,  expenses,  compensation,
claims  for  attorneys'  fees and all  claims,  demands  and
liabilities whatsoever of every name and nature, both in law
and  in equity, which may result from the existing state  of
things,  or  which may be considered to be of  a  continuing
nature,  more especially on account of, but not limited  to,
any  matters  in  any way relating to or  stemming  from  my
employment by Millipore, or the termination thereof, and all
circumstances relating thereto or pursuant to  any  federal,
state  or  local  employment  laws,  regulations,  executive
orders  or  other requirements, including without limitation
all claims and causes of action under Title VII of the Civil
Rights  Act  of  1964, as amended; the Civil Rights  Act  of
1991;  the Age Discrimination in Employment Act of 1967,  as
amended;  the  Americans with Disabilities  Act;  the  Older
Workers   Benefit  Protection  Act  of  1990;  the  Employee
Retirement  Income  Security Act of 1974,  as  amended;  the
Worker  Adjustment  and  Retraining  Notification  Act;  the
Family  Medical  Leave Act and Mass. G.L.,  c.  151B,  Mass.
G.L.,  c.  12, 11H and 11I, Mass. G.L., c. 93,  102  &  103,
all  as may have been amended, which I ever had or may  have
as of the date I sign this Agreement.

     I also understand that this General Release constitutes
a  binding  legal  obligation on my  part,  and  that  after
signing  it,  I will not be able to bring suit or  make  any
other  kind of claim against Millipore or anyone  else  with
respect  to  any  matter arising out of my  employment  with
Millipore or the termination of that employment.

      This  General Release (and the January 10, 2000 letter
agreement)  represents my entire agreement and understanding
with  Millipore,  and  there are no other  written  or  oral
agreements or understandings on this subject.

     This General Release shall be governed by and its terms
construed in accordance with the laws of the Commonwealth of
Massachusetts.

     I HAVE READ AND UNDERSTAND THE CONTENTS OF THIS GENERAL
RELEASE.   I  HAVE  BEEN GIVEN AT LEAST  21  DAYS  FROM  THE
TERMINATION  DATE SET FORTH ABOVE TO CONSIDER  IT  (AND  THE
JANUARY   10,  2000  LETTER  AGREEMENT)  AND  I  HAVE   BEEN
SPECIFICALLY  ADVISED  TO CONSULT WITH  AN  ATTORNEY  BEFORE
SIGNING IT.  NO PROMISES OR REPRESENTATIONS OF ANY KIND HAVE
BEEN  MADE  TO ME ABOUT IT.  I HAVE EXECUTED IT  VOLUNTARILY
AND  OF  MY  OWN FREE WILL, WITHOUT COERCION AND  WITH  FULL
KNOWLEDGE OF WHAT IT MEANS TO DO SO.

      This  General Release (and the January 10, 2000 letter
agreement)  may be revoked by me within seven  days  of  the
date listed below by delivering written notice of revocation
to  C.  William Zadel, Millipore Corporation, 80 Ashby Road,
Bedford, MA  01730, after which it shall be irrevocable.



                              ____________________________
                              Douglas Jacoby



                              Dated:________________________