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 September 30, 1998

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 43,993,229 shares of common stock outstanding as
of November 6, 1998.

                                
                                
                      MILLIPORE CORPORATION
                       INDEX TO FORM 10-Q





                                                     Page No.
Part I.   Financial Information

Item 1.   Condensed Financial Statements

          Consolidated Balance Sheets -
             September 30,1998 and December 31, 1997    2

          Consolidated Statements of Income -
          Three and Nine Months Ended September 30,
          1998 and 1997                                 3

          Consolidated Statements of Cash Flows -
          Nine Months Ended September 30, 1998
          and 1997                                      4

          Notes to Consolidated Condensed
             Financial Statements                     5-8

Item 2.   Management's Discussion and Analysis
          of Financial Condition and Results of
          Operations                                 9-14

Part II.  Other Information

Item 5.   Other Information                            15

Item 6.   Exhibits and Reports on Form 8-K             15

          Signatures                                   16



                                
<TABLE>
                      MILLIPORE CORPORATION
                   CONSOLIDATED BALANCE SHEETS
                         (In thousands)
                                

<CAPTION>
                                      September       December
                                      30, 1998        31, 1997
ASSETS                               (Unaudited)               
<S>                                  <C>             <C>
Current assets                                                 
   Cash                            $ 1,474          $ 2,240
   Short-term investments           42,512           18,029
   Accounts receivable, net        155,536          176,585
   Inventories                     117,616          127,192
   Other current assets              9,756           28,362
Total Current Assets               326,894          352,408
                                                     
Property, plant and equipment,net  225,098          220,094
Intangible assets                   77,333           77,394
Deferred income taxes              106,001           88,760
Other assets                        22,061           27,588
                                                     
Total Assets                      $757,387         $766,244
                                                               
LIABILITIES AND SHAREHOLDERS'                                  
EQUITY
Current liabilities                                            
   Notes payable                 $ 186,272         $165,576
   Accounts payable                 41,522           46,088
   Accrued expenses                 81,629           74,856
   Dividends payable                 4,833            4,369
   Accrued retirement plan           6,119            7,088
   contributions
   Accrued income taxes payable      5,811            6,896
Total Current Liabilities          326,186          304,873
                                                     
Long-term debt                     282,749          286,844
Other liabilities                   26,355           25,533
Shareholders' equity            
   Common Stock                     56,988           56,988
   Additional paid-in capital       10,927           10,927
   Retained earnings               470,407          490,289
   Accumulated other comprehensive (35,583)         (21,720)
   loss
                                   502,739           536,484
   Less:  Treasury stock, at cost,                   
 13,048 shares in 1998 and 13,291
 in 1997                          (380,642)         (387,490)

Total Shareholders' Equity         122,097           148,994
                                                     
Total Liabilities and Shareholders'
Equity                             $757,387        $ 766,244
                                
</TABLE>
                                
                                
 The accompanying notes are an integral part of the consolidated
                 condensed financial statements.
                                
                                
                                
                                
                               -2-
                                
<TABLE>
                        MILLIPORE CORPORATION
                  CONSOLIDATED STATEMENTS OF INCOME
                (In thousands except per share data)
                             (Unaudited)
<CAPTION>
                                Three Months Ended        Nine Months Ended
                                   September 30,            September 30,
                                 1998         1997         1998        1997
<S>                           <C>          <C>          <C>          <C>
Net sales                     $159,181    $184,544      $520,015     $555,881
                                          
Cost of sales                 101,493       82,372      273,429      249,430
                                                      
Gross profit                  57,688       102,172      246,586      306,451
                                          
                                                                     
Selling, general &                                            
administrative expenses       56,588        58,965       179,084      182,015
Research & development                                         
expenses                      13,301        14,353       40,346       42,507
Purchased research &                                                
development expense                -        -            -            114,091
Restructuring charges         33,641        -           33,641             -
                                                       
Settlement of litigation           -          -         11,766         -
                                        
Operating (loss)/income       (45,842)     28,854       (18,251)     (32,162)
                                                                           
Gain on sale of equity                                               
securities                         -       5,304        35,594       7,073
Interest income                   877        708         2,252       2,105
                                         
Interest expense              (7,098)      (8,026)      (21,229)     (22,209)
                                          
                                                                     
(Loss)/income from continuing                                        
operations before income      (52,063)     26,840       (1,634)      (45,193)
taxes
                                                                     
(Benefit)/provision for                                    
income taxes                  (15,643)      5,637        (3,457)      14,985
Net (loss)/income from                                      
continuing operations         (36,420)     21,203       1,823        (60,178)
                                                                     
Net loss on disposal of       5,847        -            5,847             -
discontinued operations
                                                                     
Net (loss)/income             $(42,267)   $21,203      $(4,024)     $(60,178)
                                        
                                                                     
Basic net (loss)/income per                                          
share:
   (Loss)/income from     
continuing operations         $ (0.83)     $0.49         $ 0.04     $(1.38)
   Net (loss)/income per      
     share                    $ (0.96)     $0.49         $(0.09)    $(1.38)
                                                                     
Diluted net (loss)/income per                                        
share:
   (Loss)/income from       
continuing operations         $ (0.83)     $0.48          $0.04    $(1.38)
   Net (loss)/income per   
     share                    $ (0.96)     $0.48         $(0.09)   $(1.38)
                                                                     
Cash dividends declared per      
common share                  $ 0.11       $0.10          $0.32     $0.29
                                                                     
Weighted average common                                              
shares outstanding:
            Basic             43,891       43,565       43,814       43,492
            Diluted           43,891       44,428       44,279       43,492
</TABLE>
   The accompanying notes are an integral part of the consolidated
                   condensed financial statements.
                                  
                                  
                                 -3-
<TABLE>
                      MILLIPORE CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In thousands)
                           (Unaudited)
<CAPTION>
                                        Nine Months Ended September
                                                    30,
                                          1998             1997
<S>                                     <C>             <C>
Cash Flows From Operating Activities:                              
Net loss                                $(4,024)        $(60,178)
Adjustments to reconcile net loss to                    
net cash provided:
 Restructuring charges                  42,816                -
 Net loss on disposal of discontinued    5,847                -
operations
 Purchased research and development          -           114,091 
expense
 Write-off of acquired inventory step-       -            5,000
up
 Depreciation and amortization          33,036           30,358
 Gain on sale of equity securities      (35,594)        (7,073)
 Deferred tax benefit                   (16,176)              -
 Change in operating assets and                         
liabilities, net:
   Decrease (increase) in accounts      21,212          (20,354)
receivable
   Decrease (increase) in inventories    5,736          (11,024)
   Decrease (increase) in other            716          (8,783)
current assets
   Decrease (increase) in other assets   1,245          (2,382)
   (Decrease) in accounts payable and   (27,814)        (11,578)
accrued expenses
    (Decrease) increase in accrued                         
retirement plan contributions           (1,103)         1,648
   (Decrease) in accrued income taxes   (1,085)         (389)
   Other                                   150            4,782
Net cash provided by operating          24,962           34,118
activities
                                                        
Cash Flows From Investing Activities:                   
Additions to property, plant and        (42,227)        (28,464)
equipment
Acquisition of Tylan, net of cash            -          (159,158)
acquired
Proceeds from sale of equity            35,594            7,073
securities
Investment in intangibles               (3,453)         (6,541)
Net cash used by discontinued           (2,216)         (3,246)
operations
Net cash used in investing activities   (12,302)        (190,336)
                                                        
Cash Flows From Financing Activities:                   
Issuance of treasury stock under stock   4,890            5,178
plans
Increase in short-term debt             20,771           79,583
Proceeds from issuance of long-term          -          197,950
debt
Payments on long-term debt                   -          (126,018)
Dividends paid                          (13,578)        (12,185)
Net cash provided by financing          12,083          144,508
activities
                                                        
Effect of foreign exchange rates on                     
cash and short-term investments         (1,026)         (4,065)
Net increase (decrease) in cash and     23,717          (15,775)
short-term investments
                                                        
Cash and short-term investments on      20,269            46,870
January 1
Cash and short-term investments on      $43,986         $31,095
September 30
                                                        
 The accompanying notes are an integral part of the consolidated
                 condensed financial statements.
</TABLE>
                                
                               -4-
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           (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, 1997.  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:

                  September 30,       December 31,
                      1998                1997
                                      
   Raw materials   $38,302             $42,518
   Work in          19,436              16,545
   process
   Finished         59,878              68,129
   goods
   Total           $117,616           $127,192


3.    Property,  Plant  and  Equipment: Accumulated  depreciation  on
  property, plant and equipment was $197,103 at September 30,1998, and
  $166,585 at December 31, 1997.

4.    Acquisitions:   During the first quarter of 1998,  the  Company
  finalized  the  allocation of the purchase price  relating  to  the
  acquisition of Tylan General, Inc. as discussed in Note  C  to  the
  Company's financial statements for the year ended December 31, 1997.
  The   final  accrual  for  additional  costs  associated  with  the
  acquisition was $32,000.  The final adjusted purchase price included
  current assets of $42,544, property and equipment of $15,559, other
  assets  of  $16,477 and liabilities of $22,042.  Intangible  assets
  valued  at $28,742 are being amortized over their estimated  useful
  lives ranging from 6 to 20 years.

5.Legal Proceedings: 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")  alleged:   (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 proposed penalties in the  amount  of
  $96,500   and  ordered  Millipore  Cidra,  Inc.  to   manage   the
  nitrocellulose  membrane scrap as a hazardous waste.  The  Company
  recorded  a  charge  of  $5,000  in  the  first  quarter  of  1998
  reflecting its costs to settle this matter.

  The  Company also recorded a charge of $3,100 in the first  quarter
  of  1998 reflecting its costs to settle a separate lawsuit with  an
  intervening party in the EQB administrative case described above.
  
  The  Company  recorded a charge of $3,666 in the first  quarter  of
  1998   to   settle   a  patent  lawsuit  with  Mott   Metallurgical
  Corporation.   In  the lawsuit, each party claimed infringement  of
  one  of  its patents by the other.  As part of the settlement,  the
  parties agreed to cross license the two patents at issue.
  
  
  
  
  
  
  
  
  
  
                                 -5-
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           (In thousands)
  
  The  Company  and Waters Corporation were engaged in an arbitration
  proceeding  and  a  related  litigation  in  the  Superior   Court,
  Middlesex,  Massachusetts, 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.
  In  the  second  quarter of 1996, Waters filed a Complaint  in  the
  Federal   District  Court  of  Massachusetts  alleging   that   the
  Company's  operation  of  the Retirement Plan  violated  ERISA  and
  certain  sections of the Internal Revenue Code.  Judgments  in  the
  Company's   favor  were  handed  down  by  both  the  Massachusetts
  Superior Court and the Federal District Court in May 1997 and  July
  1997,  respectively.  Waters appealed the federal  court  judgment,
  which  was affirmed by the United States Court of Appeals  for  the
  First  Circuit  by opinion dated April 3, 1998.  On June  2,  1998,
  the  Company  transferred  $2,439 (including interest  through  the
  date   of  transfer)  from  its  Retirement  Plan  to  the   Waters
  Retirement  Plan  as provided by the amended and restated  Purchase
  and  Sale Agreement.  In order to fund the transfer, in the  second
  quarter  of 1998 the Company made a contribution of $2,255  to  its
  Retirement Plan in accordance with ERISA funding requirements.

6.   Restructuring Charges and Provision for Excess Inventory: 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 includes 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 $42,816 ($29,115 after tax) including a restructuring
  charge  of  $33,641 and a $9,175 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 $33,641 restructuring charge included
  $18,290 of employee severance costs, $13,302 write-down of real and
  intangible  assets to net realizable value and $2,049  of  contract
  termination costs. The restructuring initiatives combined with  the
  consolidation of the Company's microelectronics plants will result in
  the elimination of 620 positions worldwide and will be substantially
  completed by the end of 1998 with the remainder completed in 1999.

  The  Company also recorded an incremental provision for excess  and
  obsolete  inventory of $6,000 during the third quarter in  response
  to   adverse   changes  in  demand  attributable  to   recessionary
  conditions in Asia and the slowdown in semiconductor industry.

7.   Loss on Discontinued Operations: In August 1994 the Company sold
  it's   Waters   Chromatography  Division   and,   in   a   separate
  transaction,  sold  certain assets of its  non-membrane  bioscience
  business.   At that time the Company recorded a $40,000 reserve  in
  connection  with  these transactions representing the  estimate  of
  costs   to   abandon  facilities,  terminate  employees,   transfer
  employee  benefit obligations and to provide ongoing administrative
  and contract support services.
  
  During  the  third  quarter  of  1998  the  Company  completed  its
  accounting  for these divestitures which resulted in the  recording
  of  a  $7,542 ($5,847 net of income taxes) loss on the disposal  of
  discontinued   operations.   This   charge   reflects   the   final
  determination of the value of the remaining assets and  liabilities
  associated  with  these divested operations.   At  this  point  the
  Company  has  fulfilled  all  of its past and current responsibilities
  under  these transitional  service agreements and resolved all  
  remaining questions relating to these transactions.

8.Gain  on  Sale  of Equity Securities: In partial consideration  for
  the  sale  of  its non-membrane bioscience instrument  division  in
  1994,  the Company received four thousand shares of preferred stock
  of  PerSeptive  Biosystems,  Inc.  ("PerSeptive").   The  preferred
  stock  was redeemable in four equal annual installments of $10,000,
  commencing  in  August 1995, in the equivalent  value  as  of  each
  redemption  date  of common stock, $0.01 par value  of  PerSeptive.
  Effective  January  22, 1998, PerSeptive completed  a  merger  with
  The Perkin-Elmer  Corporation ("Perkin-Elmer")  and  became  a  wholly-
  owned  subsidiary of Perkin-Elmer.  Pursuant to this merger all  of
  the Company's remaining holdings in PerSeptive, which consisted  of
  2,213,357  shares  of  common  stock and  one  thousand  shares  of
  preferred  stock were converted into 586,541 shares of Perkin-Elmer
  common  stock. In the first quarter of 1998, the Company  sold  all
  586,541  shares of its Perkin-Elmer common stock and  recognized  a
  net  gain  of  $32,500.  The Company also sold all  of  its  common
  shares  of  Glyko  Biomedical in the  first  quarter  of  1998  and
  recognized a gain of $3,100.
                                 -6-
                                  
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           (In thousands)

9.    Basic and Diluted Earnings Per Share: The following table  sets
  forth the computation of basic and diluted earnings per share.  For
  the three months ended September 30, 1998 and the nine months ended
  September 30, 1997, the dilutive securities for stock options  were
  not included in the computation of diluted earnings per share as the
  effect would be anti-dilutive.
<TABLE>
<CAPTION>

                                 Three Months Ended      Nine Months Ended
                                   September 30,           September 30,
                                  1998       1997         1998       1997
  <S>                           <C>        <C>         <C>        <C>
  Numerator:                                                      
  Net (loss)/income             $(42,267)  $21,203     $(4,024)   $(60,178)
                                                                  
  Denominator:                                                    
  For   basic   earnings   per                                    
  share:
       Weighted average shares   43,891     43,565       43,814     43,492
  outstanding
                                                                  
  Effect      of      dilutive      -        863         465          -
  securities-stock options
                                                                  
  For   diluted  earnings  per                                    
  share:
       Weighted average shares  43,891     44,428      44,279     43,492
  outstanding
                                                                  
  Net (loss)/income per share:                                    
       Basic                    $(0.96)    $0.49       $(0.09)    $(1.38)
       Diluted                  $(0.96)    $0.48       $(0.09)    $(1.38)
</TABLE>

10.  New Accounting Pronouncements: The Company has adopted Statement
  of  Financial  Accounting  Standard ("SFAS")  No.  130,  "Reporting
  Comprehensive  Income",  which  requires  that  all  components  of
  comprehensive income and total comprehensive income be reported and
  that  changes be shown in a financial statement displayed with  the
  same  prominence  as other financial statements.  The  Company  has
  elected   to   disclose  this  information  in  its  statement   of
  stockholders'  equity. For the three months and nine  months  ended
  September 30, 1998 and 1997, total comprehensive (loss)/income, was
  comprised of the following:
<TABLE>
<CAPTION>
                                 Three Months Ended      Nine Months Ended
                                   September 30,           September 30,
                                  1998       1997         1998       1997
  <S>                           <C>        <C>         <C>        <C>
  Net (loss)/income             $(42,267)  $21,203     $(4,024)   $(60,178)
                                                                  
  Foreign currency translation  9,372      (8,323)     4,712      (19,827)
                                                                  
  Unrealized holding                                              
  (loss)/gain on equity         (387)      10,061      (18,575)   7,337
  securities arising during
  period, net of tax
                                                                  
  Total comprehensive           $(33,282)  $22,941     $(17,887)  $(72,668)
  (loss)/income
</TABLE>
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                 -7-
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           (In thousands)
  
  In  July  1997,  the Financial Accounting Standards Board  ("FASB")
  issued  SFAS No. 131, "Disclosures about Segments of an  Enterprise
  and  Related  Information",  which is effective  for  fiscal  years
  beginning   after   December  15,  1997.   The  interim   reporting
  disclosures  are not required in the first year of adoption.   SFAS
  131  specifies  revised  guidelines  for  determining  an  entity's
  operating  segments and the type and level of financial information
  to  be disclosed.  SFAS 131 changes current practice under SFAS  14
  by   establishing  a  new  framework  on  which  to  base   segment
  reporting.    The  "management"  approach  expands   the   required
  disclosures for each segment.  The Company will adopt SFAS  131  in
  the  fourth  quarter  ended  December 31,  1998  and  has  not  yet
  determined the impact of such adoption on its segment reporting  as
  currently presented.

  In  February  1998,  the  FASB issued  SFAS  No.  132,  "Employers'
  Disclosures  about  Pensions  and Other  Postretirement  Benefits".
  SFAS  No. 132 establishes new increased requirements for disclosure
  of   a   Company's   pensions  and  other  postretirement   benefit
  obligations.  SFAS No. 132 is effective for fiscal years  beginning
  after  December 15, 1997, but may be adopted earlier.  The  Company
  will  adopt the increased disclosure requirements of SFAS  No.  132
  in the fourth quarter ended December 31, 1998.

  In  March  1998,  Statement of Position 98-1, "Accounting  for  the
  Cost  of Computer Software Developed or Obtained for Internal  Use"
  ("SOP  98-1"),  was  issued  which provides  guidance  on  applying
  generally accepted accounting principles in addressing whether  and
  under what conditions the costs of internal-use software should  be
  capitalized.   SOP 98-1 is effective for transactions entered  into
  in  fiscal  years  beginning  after  December  15,  1998,  however,
  earlier   adoption   is  encouraged.   The  Company   adopted   the
  guidelines  of  SOP 98-1 as of January 1, 1998 and  the  impact  of
  such  adoption  was not material to the results  of  operations  or
  cash flows for the period ended September 30, 1998.

  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.
  
  


  
  
  
  
  
  
  
  
  
  
  
  

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


Forward Looking Statements
The  following  discussion  and analysis  includes  certain  forward-
looking statements which are based on current management expectations
that  involve substantial risks and uncertainties which  could  cause
actual results to differ materially from the results expressed in, or
implied  by, these forward-looking statements.  Potential  risks  and
uncertainties  that  could  affect  the  Company's  future  operating
results   include,  without  limitation;  foreign   exchange   rates;
increased  regulatory  concerns on the part of the  biopharmaceutical
industry;  further  consolidation of drug manufacturers;  competitive
factors such as new membrane technology, and/or a new method of  chip
manufacture  which  relies  less heavily on  purified  chemicals  and
gases;   availability  of  component  products  on  a  timely  basis;
inventory  risks  due to shifts in market demand; change  in  product
mix; conditions in the economy in general, including uncertainties in
selected  Asian economies, and in the microelectronics  manufacturing
market   in  particular;  the  difficulty  in  integrating   acquired
companies;  failure  to realize the savings contemplated  by  certain
restructuring  activities; potential environmental  liabilities;  the
inability to utilize technology in current or planned products due to
overriding  rights  by  third  parties,  and  the  risk  factors  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, 1997.

Results of Operations
Consolidated net sales for the third quarter of 1998 were $159,181, a
decrease  of 14% from sales for the same period last year.   Revenues
decreased  10%  as  measured in local currency terms  for  the  third
quarter  of 1998. The Company reported a loss of $0.96 per share  for
the  third  quarter compared to a profit of $0.48 per share  for  the
same  period  last  year.  The loss for the  third  quarter  of  1998
includes  unusual  expenses  totaling $56,358  ($39,702  after  tax).
Excluding these expenses which are detailed below, and a gain on sale
of  equity securities reported in the same period of the prior  year,
the Company would have reported a loss from continuing operations  of
$0.06 per share in the third quarter versus a gain of $0.39 per share
for the same period last year.
<TABLE>
<CAPTION>
   Summary of Unusual Expenses:                   Three Months Ended
                                                     September 30,
                                                    1998      1997
   <S>                                            <C>       <C>
   Cost of sales                                            
   Write-off   of  inventory  and  manufacturing  $9,175    $    -
   equipment
   Provision for excess and obsolete inventory    6,000          -
   Decrease in gross margin                      (15,175)       -
                                                            
   Operating expenses                                       
   Restructuring charges                          33,641         -
   Gain on sale of equity securities              -         5,304
                                                            
   (Loss) income from continuing  operations     (48,816)   5,304
   before income taxes
                                                            
   Tax (benefit) provision                       (14,961)  1,114
                                                            
   Net (loss) income from continuing operations  (33,855)  4,190
   
                                                            
   Net loss on disposal    of    discontinued      5,847          -
   operations($7,542 before taxes)
                                                            
   Net (loss) income                            $(39,702) $4,190
                                                 
   Net (loss) income per share                   $(0.90)  $ 0.09
                                                 


</TABLE>

                                 -9-
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                           (In thousands)
                                  

The following table summarizes revenue growth by market and geography
in the third quarter of 1998 as compared to the third quarter of 1997
(in millions):

                                                      %
                                           %      Increase/
                     September 30,     Increase/  (Decrease)
                     1998      1997    (Decrease)   Local
                                                   Currency
                                                       
   Microelectronics    $ 35      $ 66      (47%)      (42%)
   Mfg.
   BioPharmaceutical     55        49       12%        15%
   Mfg.
   Analytical            69        70       (1%)        3%
   Laboratory
                                                       
       Total           $ 159      $185      (14%)      (10%)
                                                       
                                                       
   Americas            $ 68      $ 79      (14%)      (13%)
   Europe                54        50         8%         7%
   Asia/Pacific          37        56       (34%)      (21%)
                                                       
       Total          $ 159      $185      (14%)      (10%)
                                  

Sales to microelectronics customers, in local currency, decreased 42%
in  the third quarter of 1998 compared to the third quarter of  1997.
The  Company continued to be negatively impacted by the semiconductor
industry  downturn  and  the ongoing economic difficulties  in  Asian
markets.   The  softness  in  demand from Asian  customers  continues
unabated and is expected to remain at current levels through at least
the  fourth quarter of 1998. The sale of Millipore's microelectronics
products  is  equally  dependent on both semiconductor  manufacturing
capacity utilization and the purchase of new equipment.  The  outlook
for the semiconductor industry is uncertain.  On the one hand, recent
industry reports suggest an increase in demand for semiconductors. On the
other  hand,  the  demand  for semiconductor manufacturing  equipment
continues  its  negative  trend.  Accordingly  the Company expects to 
report significantly  negative  quarter on  quarter  growth  comparison
for microelectronics products for the fourth quarter of 1998.

Sales  to  the BioPharmaceutical sector, in local currency, increased
15% in the third quarter of 1998 as compared to the third quarter  of
1997.   This result is the combination of a 21% increase in the sales
to  pharmaceutical and biotech customers offset by a 16% decrease  in
sales  to  food  and beverage customers primarily in Asia.   For  the
remaining  three months of 1998, continued  quarter  on quarter growth
in the BioPharmaceutical sector is anticipated.

In  the  third  quarter of 1998 as compared to the third  quarter  of
1997, sales growth in  the Analytical Laboratory business was 3%,  in
local  currency,  reflecting a 5% growth rate in  North  America  and
Europe  offset by a 3% decline  in Japan. Similar growth  trends  are
expected in the fourth quarter.

In  the  third  quarter of 1998 as compared to the third  quarter  of
1997,  the  U.S. dollar strengthened against most European and  Asian
currencies.  Since  the end of the third quarter of  1998,  the  U.S.
dollar  has weakened against most European and Asian currencies.   If
foreign  exchange  rates  remain at October  30,  1998  levels,  then
expected   fourth   quarter  sales  growth  in   dollars   would   be
approximately  2 percentage points higher than local currency  growth
rates  reported  in the fourth quarter of 1997. Projected  full  year
1998  reported sales growth rates are anticipated to be approximately
3 percentage points lower than local currency growth rates.




                                -10-
                                  
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                           (In thousands)

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  program includes the consolidation of  manufacturing
operations,  the  realignment  of  various  international  subsidiary
organizations   to  focus  on  operating  business  units   and   the
discontinuance of non-strategic product lines.

Key initiatives include:
1.    Discontinue non-strategic product lines and consolidate certain
  manufacturing  operations thus eliminating duplicate  manufacturing
  processes and improve the product line focus.
2.    Realign European country organizational structure to  focus  on
  operating business units  and establish regional transaction service
  centers.
3.    Reduce  administrative and management costs in Asia to  reflect
  the downturn in the Asian economies.
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 $42,816  ($29,115  after  tax)
including  a  restructuring charge of $33,641  and  a  $9,175  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   $33,641
restructuring  charge included $18,290 of employee  severance  costs,
$13,302  write-down of real and intangible assets to  net  realizable
value and $2,049 of contract termination costs.

The  restructuring initiatives combined with the consolidation of the
Company's  microelectronics plants will result in the elimination  of
620  positions worldwide and will be substantially completed  by  the
end  of  1998  with  the  remainder completed  in  1999.  When  fully
implemented  these collective actions,  are expected to yield  annual
savings of $38,000.
  
The  Company  also recorded an incremental provision for  excess  and
obsolete inventory of $6,000 during the third quarter in response  to
adverse changes in demand attributable to recessionary conditions  in
Asia and the slowdown in semiconductor industry.

Gross  profit margins in the third quarter of 1998 were 36% of  sales
compared  to 55% of sales in the third quarter of 1997. Gross  profit
margins in the third quarter of 1998 were 46% of sales excluding  the
effect  of  a  $9,175  charge  for the  write-off  of  inventory  and
manufacturing  equipment associated with product line rationalization
activities and  a  provision  of  $6,000  for  excess   and   obsolete
inventory.    Gross margin percentages were lower than those  in  the
same  period last year reflecting the impact of significantly reduced
volumes  in  the  Company's  microelectronics  manufacturing   plants
combined   with   duplicative  manufacturing  costs  resulting   from
concurrent  operations at three existing plants located in California
and  Texas and operations at the new manufacturing facility in Allen,
Texas.  The  redundant facilities were closed in September  1998  and
their  operations  consolidated into the new Allen,  Texas  facility.
The Company expects gross margin percentages in the fourth quarter of
1998 to approximate those reported in the second quarter of 1998.

Total  operating expenses increased 41% from total operating expenses
for the third quarter of 1997 due to restructuring charges of $33,641
recorded  in  the third quarter of 1998.  Excluding the restructuring
charges,   total  operating  expenses  decreased  5%  from  operating
expenses for the third quarter of 1997 primarily due to decreases  in
selling,  general  and administrative expenses attributable  to  cost
containment  programs  and  the  U.S.  dollar  strengthening  against
European and Asian currencies, as well as a decrease in research  and
development spending.

Net  interest expense in the third quarter of 1998 was lower than the
third  quarter  of 1997 due primarily to lower interest  rates.   The
Company  expects that interest expense in the fourth quarter and  for
the year ended 1998 will be slightly lower than 1997 due primarily to
lower interest rates.
                                  
                                  
                                  
                                -11-
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                           (In thousands)

The effective income tax rate for the third quarter of 1998 including
the  restructuring  program  was 30%. Excluding  the  effect  of  the
restructuring  program, the effective income tax rate  was  21%.  The
effective  income tax rate for the full year of 1997 was  21.0%.  The
Company  expects to sustain the 21.0% tax rate for the  remainder  of
1998.

Third  quarter  net loss included an additional after-tax  charge  of
$5,847  related to previously discontinued operations.  In  1994  the
Company  sold it's Waters Chromatography Division and, in a  separate
transaction,  sold  certain  assets of  its  non-membrane  bioscience
business.  This charge reflects the final determination of the  value
of  the  remaining  assets  and  liabilities  associated  with  these
divested  operations.  The accounting for these transactions  is  now
complete.

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.
The  Company  had entered into foreign currency 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 partially offset the realized foreign exchange gains  or
losses on the underlying exposure. The gains or losses resulting from
these  transactions  are recorded in cost of  sales.   In  the  third
quarter of 1998, a gain of $402 was realized on the Company's foreign
exchange contracts compared to a gain of $1,005 in the third  quarter
of  1997.   As  of September 30, 1998, the Company has  only  forward
option  contracts  to  sell  yen.  In  the  event  of  a  significant
strengthening  of the U.S. dollar against the yen,  the  exercise  of
these forward options will partially mitigate losses incurred by  the
Company on the underlying currency exposure.   The Company is exposed
to  a  number of external market risks including changes  in  foreign
currency  exchange  and  interest rates.  Foreign  currency  exchange
risks  are  managed  on  a  global basis netting  exposures  to  take
advantage  of natural offsets and cross currency flows.  The  Company
has  a  net  equity  exposure  to the Japanese  Yen  which  has  been
effectively  hedged  through  debt  swap  agreements  covering   both
principal  and  interest.  Pursuant to these agreements  $110,000  of
debt with a weighted average fixed interest rate of 6.7 % was swapped
for  an  equivalent value of Yen debt with a weighted  average  fixed
interest  rate of 3.6%.  The maturities of the swap agreements  match
those  of the underlying debt.  The financial impact of these hedging
instruments  is  offset by changes in exposure of the underlying  net
assets  being  hedged.   The Company does not enter  into  derivative
financial instruments for trading purposes.

                                  
                                  
Euro
On  January  1, 1999, several member countries of the European  Union
will   establish  fixed  conversion  rates  between  their   existing
sovereign  currencies, and adopt the Euro as their new  common  legal
currency.  As of that date, the Euro will trade 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.

The  Euro  conversion may affect cross-border competition by creating
greater cross-border price transparency. The Company is assessing its
pricing/marketing  strategy  in  order  to  ensure  that  it  remains
competitive  in  a  broader  European market.  The  Company  is  also
assessing   its   information  technology  systems   to   allow   for
transactions to take place in both the legacy currencies and the Euro
and  the eventual elimination of the legacy currencies, and reviewing
whether  certain  existing contracts will need to  be  modified.  The
currency  risk  and risk management for operations  in  participating
countries may be reduced as the legacy currencies are converted to
the Euro. Final accounting, tax and governmental legal and regulatory
guidance is not available. The Company is evaluating issues involving
introduction  of the Euro. Based on current information  and  current
assessments,  the  Company does not expect that the  Euro  conversion
will  have  a  material adverse effect on its business  or  financial
condition.






                                -12-
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                           (In thousands)


Year 2000
The  Company  is  aware  of the "Year 2000" issue  that  will  affect
certain  products  and  systems that were not  properly  designed  to
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  software
systems,  its  manufacturing  equipment,  its  facilities   and   its
products.  In addition, the team has begun the 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  is testing its key internal information  systems  as
well  as its facilities, manufacturing and other key systems for Year
2000  compliance,  and  the Company expects to  complete  testing  by
December   1998.   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  nearly  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  has  begun  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.  The  Company
expects to identify any important Year 2000 readiness issues  of  its
key  supply-chain  partners  by the  end  of  1998,  and  to  develop
contingency  plans where reasonably possible for dealing  with  risks
raised by such non-readiness on or before March 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 $1,000 to $3,000, of which approximately  $500  has
been  incurred through September 30, 1998.  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.    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.



Capital Resources And Liquidity
Cash  generated by operations in the first nine months  of  1998  was
$24,962 compared to $34,118 in the first nine months of 1997.  During
the first nine months of 1998, cash expenditures amounting to $21,044
were  charged against restructuring reserves established during 1997;
$11,101 of employee costs, $5,777 of contract termination costs,  and
$4,166 of other integration expenses.






                                -13-
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                           (In thousands)

Cash generated by the Company during the first nine months of 1998 was
used to  invest  in  property,  plant and equipment,  and  pay  dividends.
Property, plant and equipment expenditures for the first nine  months
of  1998  exceeded  those  for the same period  in  1997  by  $13,763
primarily   due  to  $18,715 spent  for  the  construction   of   the new
manufacturing  facility  in Allen, Texas.  The  total  cost  of  this
facility   will  be  approximately  $28,000.   The  Company   expects
property,  plant  and  equipment expenditures to  increase  over  the
remainder of 1998 as it completes this facility and expands its Cork,
Ireland operation.

In  May  1998, the Company reduced the maximum funds available  under
the  unsecured  revolving credit agreement, dated as of January 22,
1997, as amended, (the  "Credit  Agreement") from $350,000 to $250,000.

The Company's financial results for the fiscal period ended September
30,  1998  made  it necessary for the Company to renegotiate  certain
financial  covenants  relating to operating cash  flow  and  interest
coverage  under Credit Agreement,and under the $100,000 6.88% note due
in 2004.  Pursuant  to this  renegotiation, the lenders involved waived
defaults under those covenants  and  accepted  less restrictive operating
cash  flow  and interest coverage covenants for the near term.  The
Company agreed to an  additional  minimum earnings covenant, the payment
of  amendment fees  totaling  approximately $700, and  to  increases 
in  both  the interest rate and the facility fees thereunder.  Interest
is  payable under the Credit Agreement at a floating U.S. dollar deposit
rate, defined as LIBOR, plus a  margin.  The Company agreed to an increase
in this margin  from  a range of .18% to .65% to a range of .23% to 1.125%.
The Company also agreed  to an increase in the facility fee under the 
Credit Agreement from a rate ranging from .1% to .25% to a rate ranging
from .125%  to .375%.  The interest rate under the $100,000 note due 2004
will  also increase  from  6.88%  to 7.23% as of November  2,  1998  unless
the Company  either pays down the outstanding principal on that  note  to
$50,000  or  pays  an amendment fee of $1,500 prior to  November  30,
1998.

On  November 10, 1998 Moody's Investor Services announced that it was
downgrading  the  Company's debt rating to Ba2 from  Baa3;  a  rating
which Moody's characterizes as below "investment grade".  The Company
expects  that  this  development may make it more difficult  for  the
Company to access money markets should it become necessary to do so.




                                  
                                  
                                  
                                  



















                                -14-
Part II - Other Information


Item 5.      Other Information
The  deadline for receipt of timely notice of stockholder  proposals
for  submission to the Millipore 1999 Annual Meeting of Stockholders
without inclusion in Millipore's 1999 Proxy Statement is February 3,
1999.  Unless such notice is received by Millipore at 80 Ashby Road,
Bedford,   Massachusetts  01730,  Attention  Jeffrey   Rudin,   Vice
President  and  General Counsel, on or before  the  foregoing  date,
proxies  with  respect  to  such meeting will  confer  discretionary
voting authority with respect to any such matter.

Item 6.  Exhibits and Reports on Form 8-K

a.Exhibit 27     Financial Data Schedule for the nine months ended
  September 30, 1998
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                -15-
                             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



November 13, 1998             /s/ Kathleen B. Allen
Date                          Kathleen B. Allen
                              Chief Accounting Officer



                                -16-