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, 1999

OR

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

for the transition period from            to



COMMISSION FILE NUMBER   0-1052

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

Massachusetts
(State or other jurisdiction of incorporation or organization)

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

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


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

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities and Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes    X     No


The Company had 45,264,130 shares of common stock outstanding as
of October 29, 1999.



                      MILLIPORE CORPORATION
                       INDEX TO FORM 10-Q





                                                     Page No.
Part I.   Financial Information

Item 1.   Condensed Financial Statements

          Consolidated Balance Sheets -
             September 30,1999 and December 31, 1998    2

          Consolidated Statements of Income -
             Three and Nine Months Ended
             September 30, 1999 and 1998                3

          Consolidated Statements of Cash Flows -
             Nine Months Ended September 30, 1999
                                         and 1998       4

          Notes to Consolidated Condensed
             Financial Statements                     5-7

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

Item 3.   Quantitative and Qualitative Disclosures
             About Market Risk                         12

Part II.  Other Information

Item 1.   Legal Proceedings                            13

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

          Signatures                                   14



                      MILLIPORE CORPORATION
                   CONSOLIDATED BALANCE SHEETS
                         (In thousands)


                                     September          December
                                        30,             31, 1998
                                       1999
ASSETS                               (Unaudited)
Current assets
   Cash and cash equivalents         $ 52,445           $ 36,022
   Cash held as collateral             14,386                -
   Accounts receivable, net           178,490            154,258
   Inventories                        101,162            107,241
   Other current assets                 8,102              7,231
Total Current Assets                  354,585            304,752

Property, plant and equipment, net    225,624            237,414
Deferred income taxes                 106,725            108,545
Intangible assets                      71,991             76,507
Other assets                           34,918             35,222

Total Assets                        $ 793,843          $ 762,440

LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities
   Notes payable                    $ 166,450          $ 171,340
   Accounts payable                    46,208             39,729
   Accrued expenses                    63,941             75,544
   Dividends payable                    4,955              4,847
   Accrued retirement plan
    contributions                       6,084              6,931
   Accrued income taxes payable         2,769                290
Total Current Liabilities             290,407            298,681

Long-term debt                        307,746            299,110
Other liabilities                      30,709             27,741
Shareholders' equity
   Common stock                        56,988             56,988
   Additional paid-in capital          16,544             11,780
   Retained earnings                  475,284            472,746
   Accumulated other comprehensive
     loss                             (35,967)           (27,668)
                                      512,849            513,846
   Less:  Treasury stock, at cost,
    11,944 shares in 1999 and 12,921
    in 1998                          (347,868)          (376,938)
Total Shareholders' Equity            164,981            136,908

Total Liabilities and Shareholders'
Equity                              $ 793,843          $ 762,440




 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       Nine Months Ended
                                September  30,           September 30,
                                1999         1998        1999       1998

Net sales                     $188,635    $159,181     $556,504  $520,015
Cost of sales                   86,920     101,493      257,895   273,429

Gross profit                   101,715      57,688      298,609   246,586

Selling, general &
 administrative expenses        64,387      56,588      189,103   179,084
Research & development
 expenses                       13,305      13,301       39,012    40,346
Restructuring                   (5,200)     33,641       (5,200)   33,641
Litigation settlement              -           -            -      11,766

Operating income (loss)         29,223     (45,842)      75,694   (18,251)

Gain on sale of equity
 securities                        -           -            -      35,594
Interest income                  671           877        2,061     2,252
Interest expense              (7,482)       (7,098)     (22,594)  (21,229)

Income (loss) before income   22,412
 taxes                                     (52,063)     55,161     (1,634)

Income tax provision
 (benefit)                     5,435       (15,643)     12,312     (3,457)

Net income (loss)             $16,977     $(36,420)    $42,849     $1,823

Net income (loss) per share:
Basic                         $ 0.38       $ (0.83)     $ 0.96     $ 0.04
Diluted                       $ 0.37       $ (0.83)     $ 0.95     $ 0.04

Cash dividends declared per
 share                        $ 0.11        $ 0.11      $ 0.33     $ 0.32

Weighted average shares
outstanding:
Basic                         44,994        43,891      44,617     43,814
Diluted                       45,681        43,891      45,161     44,279



   The accompanying notes are an integral part of the consolidated
                   condensed financial statements.










                                 -3-
                      MILLIPORE CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In thousands)
                           (Unaudited)

                                             Nine Months Ended
                                              September  30,
                                            1999           1998
Cash Flows From Operating Activities:

Net income                                $42,849         $1,823
Adjustments to reconcile net income to
net cash provided by operating
activities:
 Restructuring                            (5,200)         42,816
 Depreciation and amortization             33,324         33,036
 Gain on sale of equity securities              -        (35,594)
 Deferred tax provision (benefit)           1,820        (16,176)
 Changes in operating assets and
liabilities, net:
   (Increase) decrease in accounts
     receivable                           (22,833)        21,212
   Decrease in inventories                  4,492          5,736
   Decrease (increase) in other current
    assets and other assets                 1,182         (1,220)
   Increase (decrease) in accounts payable
    and accrued expenses                    1,774        (27,984)
   Increase in accrued income taxes         6,069            838
   Increase (decrease) in accrued
    retirement plan contributions and other 2,689           (337)
Net cash provided by operating activities  66,166         24,150

Cash Flows From Investing Activities:

Additions to property, plant and
 equipment                                (20,220)       (42,227)
Proceeds from sale of equity securities         -         35,594
Investments in intangibles                   (225)        (3,453)
Net cash used by discontinued operations        -         (2,255)
Net cash used in investing activities     (20,445)       (12,341)

Cash Flows From Financing Activities:

Issuance of treasury stock under stock
 plans                                      6,751          4,890
(Decrease) increase in short-term debt     (4,890)        20,736
Increase in cash held as collateral       (14,386)             -
Dividends paid                            (14,659)       (13,578)
Net cash (used in) provided by financing
 activities                               (27,184)        12,048

Effect of foreign exchange rates on cash
 and cash equivalents                      (2,114)          (140)
Net increase in cash and cash equivalents  16,423         23,717

Cash and cash equivalents on January 1     36,022         20,269
Cash and cash equivalents on September 30 $52,445        $43,986




 The accompanying notes are an integral part of the consolidated
                 condensed financial statements.

                               -4-
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
             (Dollars in millions, shares in thousands)

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

  As  a result of correspondence with the staff of the Securities and
  Exchange  Commission the Company's 1998 financial  statements  have
  been  restated to recognize the charge to discontinued  operations,
  previously  reported in the third quarter of 1998, in fiscal  years
  1994  and 1996.   In connection with this restatement, the  Company
  has  filed  a  10-K/A  Amended Annual Report  for  the  year  ended
  December 31, 1998.

2.Inventories:  Inventories consisted of the following:

                          September     December
                           30, 1999     31, 1998

   Raw materials             $ 34.2       $ 35.4
   Work in process             22.3         18.6
   Finished goods              44.7         53.2
   Total                     $101.2       $107.2

3.    Property,  Plant  and  Equipment: Accumulated  depreciation  on
  property,  plant and equipment was $206.9 at September 30,1999  and
  $188.3 at December 31, 1998.

4.Cash  Held as Collateral:  The Company is required to provide  cash
  collateralization  on  one  of  its  yen  denominated   debt   swap
  agreements.   The  amount  of the collateral  is  dependent,  among
  other things, on the exchange rate of the yen to the US dollar  and
  is restricted as to withdrawal or alternative usage.

5.Restructuring   Charges:  In  the  third   quarter   of   1998,   a
  restructuring  program  was initiated to  improve  the  competitive
  position  of  the Company by streamlining worldwide operations  and
  reducing  the  overall cost structure resulting in a  restructuring
  charge  of  $33.6.  In  the  third quarter  of  1999,  the  Company
  reevaluated the accrual for the restructuring program and  reversed
  $5.2  of  the  remaining balance.  The reversal  reflects  a  lower
  estimate   for   severance  pay  and  lease   cancellation   costs.
  Although  the  planned  number  of  employee  positions  had   been
  eliminated,  the  reduction  in severance  cost  is  attributed  to
  higher   levels  of  attrition  than  originally  anticipated   and
  impacted  employees filling open positions as demand increased  due
  to improved sales volume.

  Following is a summary of the restructuring program reserve
  balances at September 30, 1999:


                        Balance                         Balance
                          at        Cash    Reversal      at
                       December  disburse-     of      September
                       31, 1998     ments    reserve   30, 1999
  Employee severance   $ 12.8    $ 3.9      $ 4.7      $   4.2
  Lease cancellations     3.7      0.3        0.5          2.9
  Contract
  terminations &
  other                   2.0      0.2         -           1.8

  Total                $ 18.5    $ 4.4      $ 5.2        $ 8.9



                                 -5-
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
             (Dollars in millions, shares in thousands)

6.    Business  Segment Information: The Company has  two  reportable
  business     segments    Biopharmaceutical    &    Research     and
  Microelectronics.   The results for Biopharmaceutical  &  Research,
  Microelectronics  and  Corporate  are  presented  below  in  "local
  currencies".   For  comparability of financial results,  the  local
  currency   results  are  calculated  by  translating  the   foreign
  currency  balances, in the periods presented, at  Millipore's  1999
  budgeted  exchange  rates,  which  differ  from  actual  rates   of
  exchange.  The  foreign  exchange impact is  shown  separately  and
  reconciles   the  local  currency  reporting  to  the  consolidated
  results  at the actual rates of exchange.  This provides a  clearer
  presentation  of  underlying  trends  in  the  Company's  business,
  before the impact of foreign currency translation.

                                 Three Months       Nine Months
                                     Ended              Ended
                                 September  30,     September 30,
  Consolidated Net Sales         1999     1998      1999     1998

  Biopharmaceutical & Research $ 136.8  $ 127.7    $419.7   $387.4
  Microelectronics                53.4     37.8     143.8    151.5
  Foreign exchange                (1.6)    (6.3)     (7.0)   (18.9)
  Total net sales              $ 188.6   $159.2    $556.5   $520.0




                                 Three Months       Nine Months Ended
                                     Ended            September 30,
                                 September 30,
  Consolidated Operating Income  1999      1998       1999     1998

  Biopharmaceutical & Research  $29.2    $ 24.8     $ 91.2    $78.1
  Microelectronics                4.7     (11.5)       9.3     (6.8)
  Corporate                      (8.1)     (8.4)     (25.5)   (24.7)
  Restructuring                   5.2     (48.8)       5.2    (48.8)
  Litigation settlement            -         -          -     (11.8)
  Foreign exchange               (1.8)     (1.9)      (4.5)    (4.3)
  Total operating income        $29.2    $(45.8)     $75.7   $(18.3)


7.    Basic and Diluted Earnings Per Share: The following table  sets
  forth the computation of basic and diluted earnings per share:

                                 Three Months      Nine Months
                                     Ended            Ended
                                 September 30,    September 30,
                                 1999    1998     1999    1998
  Numerator:
  Net income (loss)             $17.0  $(36.4)   $42.8    $1.8

  Denominator:
  For   basic   earnings   per
  share:
  Weighted   average    shares
  outstanding                  44,994  43,891   44,617  43,814
  Effect of dilutive
   securities-stock options       687     -        544     465

  Diluted weighted average
  shares outstanding           45,681  43,891   45,161  44,279

  Net income per share:
       Basic                   $ 0.38  $(0.83)  $ 0.96  $ 0.04
       Diluted                 $ 0.37  $(0.83)  $ 0.95  $ 0.04






                                 -6-
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
             (Dollars in millions, shares in thousands)


8.     Comprehensive  Income:  The  following  table   presents   the
  components of comprehensive income (loss), net of taxes:

                                    Three Months      Nine Months
                                       Ended             Ended
                                   September 30,     September 30,
                                    1999   1998      1999     1998

  Unrealized holding (losses)
   gains on marketable securities  $(0.1) $ 0.1     $ 1.1     $9.5
  Reclassification adjustment for
   gains realized in net income       -    (0.5)     (0.3)   (28.1)

  Net unrealized (loss) gain on
   securities available for sale   (0.1)   (0.4)      0.8    (18.6)
   Foreign currency translation
    adjustments                     8.6     9.4      (9.1)     4.7

   Other comprehensive income
    (loss)                          8.5     9.0      (8.3)   (13.9)
   Net income (loss)               17.0   (36.4)     42.8      1.8

   Total comprehensive
    income (loss)                $ 25.5  $(27.4)    $34.5   $(12.1)


9.Acquisition:    On   May  18,  1999,  the  Company   acquired   all
  outstanding    shares   of   Bioprocessing   Corporation    Limited
  (Bioprocess) in exchange for 660 shares of Millipore common  stock.
  The  transaction  was accounted for as a pooling-of-interests.  The
  consolidated  financial  statements  for  prior  periods  were  not
  restated  because  the  addition  of  Bioprocess  did  not  have  a
  material   impact   on   the  Company's  results   of   operations.
  Bioprocess  develops, manufactures and sells chromatographic  media
  for the purification of proteins.

10.     Legal  Proceedings:   On  July  21,1999,  Amersham  Pharmacia
  Biotech  AB of Sweden (APB) filed a complaint in the high Court  of
  Justice  in the United Kingdom against the Company and two  of  its
  subsidiaries  alleging  that  the  sale  of  the  Company's  ISOPAK
  chromatography  valve infringed one or more claims of  certain  APB
  patents.   APB  is  seeking  an  injunction  against  the   alleged
  infringement  and damages.  The Company believes  that  its  ISOPAK
  product  does  not infringe the patents in question.   The  Company
  intends  to  vigorously  defend this action.   In  any  event,  the
  outcome of the suit will not have a material adverse impact on  the
  Company's financial condition.


11. New Accounting Pronouncements: In June 1998, the FASB issued SFAS
  No.   133,  "Accounting  for  Derivative  Instruments  and  Hedging
  Activities"  effective January 1, 2001 for the Company.   SFAS  133
  establishes  accounting  and  reporting  standards  requiring  that
  every   derivative   instrument,   including   certain   derivative
  instruments  embedded  in  other  contracts,  be  recorded  in  the
  balance sheet as either an asset or liability measured at its  fair
  value.    The   statement  also  requires  that  changes   in   the
  derivative's  fair value be recognized in earnings unless  specific
  hedge  accounting  criteria  are met.   The  Company  is  currently
  assessing  the  impact of this new statement  on  its  consolidated
  financial position, liquidity and results of operations.











                                 -7-
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS


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

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

Results of Operations
Consolidated  net  sales  for the third quarter  of  1999  were  $189
million, an increase of 19% from sales for the same period last year.
Revenues  increased 15% as measured in local currency terms  for  the
third  quarter of 1999. The Company reported a profit  of  $0.37  per
share  for the third quarter of 1999 compared to a loss of $0.83  per
share  for  the  third quarter of 1998.  Excluding restructuring  and
unusual  items  from  both periods, the Company would  have  reported
earnings  per  share of $0.30 and a loss per share of $0.06  for  the
third quarter of 1999 and 1998, respectively.

The  following table summarizes sales growth by business segment  and
geography  in  the  third quarter of 1999 as compared  to  the  third
quarter of 1998 (dollars in millions):

                       September  30,      Sales       Sales
                                           Growth     Growth
                        1999     1998     in U.S.      Local
                                          Dollars    Currency

   Biopharmaceutical
    & Research         $ 135    $ 124         9%         7%
   Microelectronics       54       35        52%        41%

       Total           $ 189     $159        19%        15%


   Americas             $ 77     $ 68        13%        13%
   Europe                 58       54         6%        11%
   Asia/Pacific           54       37        48%        24%

       Total            $189     $159        19%        15%

Compared  to  the  third  quarter  of  1998,  the  Japanese  yen  has
strengthened  against the U.S. dollar in excess  of  20%  during  the
period,  while the Euro has weakened against the U.S. dollar  by  5%.
The  strength of the Japanese yen more than offset the impact of  the
Euro resulting in an increase in the reported growth in sales by  4%.
If  foreign  exchange rates remain at October 28,  1999  levels,  the
expected  fourth quarter sales growth in dollars  should  approximate
the  growth  in  local currency.  Projected full year  1999  reported
sales  growth  rates are anticipated to be generally 2%  higher  than
local currency growth rates.








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


Biopharmaceutical & Research sales, in local currency,  increased  7%
in  the  third  quarter of 1999 as compared to the third  quarter  of
1998.   The   growth  was  broad-based  across  product   lines   and
geographies.  Sales  growth was strongest for  consumable  filtration
products   used  in  sterile  drug  production,  laboratory  research
applications  and water filtration devices. Revenue growth  from  the
sale  of  process systems was positive, although to a  lesser  extent
than  other  product lines. The order pattern for process systems  is
not  linear  and large orders are received on a periodic basis  which
may  positively  or  negatively impact quarterly comparisons.   Sales
growth,  in  local  currency, was positive in all geographies.   This
segment  anticipates continued sales growth in the fourth quarter  of
1999.

Microelectronics sales in local currency increased 41% in  the  third
quarter  of 1999 compared to the third quarter of 1998. This  segment
had  negative  quarterly  sales comparisons starting  in  the  second
quarter  of 1998 reflecting the impact of the semiconductor  industry
downturn and the recessionary conditions of the Asia/Pacific  region.
Since  first quarter of 1999, the Company began to see an  indication
of  a  recovery  in  the  semiconductor industry  coupled  with  some
stabilization  of  the  Asian economies. The third  quarter  of  1999
reported  the  first positive sales comparisons for the current  year
when  compared  to  the prior year.  The growth in  this  segment  is
expected to continue in the fourth quarter of 1999.

The  third  quarter  of  1999, on a sequential  quarterly  comparison
basis,  represents   the third quarter   of increased  sales  in  the
Microelectronics business segment. Recent industry reports suggest  a
reduction in excess capacity in the semiconductor industry  and  some
increase in overall semiconductor demand.  While the Company  expects
these   trends   to  create  increased  demand  for  Microelectronics
equipment  as  well  as consumables, the timing  and  extent  of  the
overall industry "recovery" is not certain.

Gross  profit margins were 55% of sales, in local currencies, in  the
third  quarter of 1999 compared to 46% reported in the third  quarter
of  1998,  excluding certain one-time charges recorded in  the  third
quarter  of  1998.   Gross profit margins have improved  consistently
since  the  third quarter of 1998 as a result of increased volume  as
well  as the restructuring initiatives taken in the third quarter  of
1998.   The  Company expects gross margin percentages in  the  fourth
quarter  of  1999  to increase as compared to the fourth  quarter  of
1998.

Selling,  general  and administrative expenses  in  local  currencies
increased  11% in the third quarter of 1999 as compared to the  third
quarter of 1998.  As a percentage of net sales, selling, general  and
administrative expenses in local currencies decreased 1%.

Research and development expenses in local currencies decreased 1% in
the  third quarter of 1999 as compared to the third quarter  of  1998
due   to   the   consolidation  of  the  Company's   Microelectronics
operations. Research and development expenses decreased from 8% to 7%
as a percentage of net sales in local currencies.

Net interest expense in the third quarter of 1999 was slightly higher
than  the  third  quarter of 1998.  The increase  is  due  to  higher
interest rates resulting from the September 1998 renegotiation of the
Company's  Revolving Credit Agreement and higher  effective  interest
due  to  the  impact  of foreign exchange under  the  yen  debt  swap
agreements.   These increases were offset in part  by  lower  average
borrowings.   The  Company expects interest expense  for  the  fourth
quarter of 1999 to be slightly lower than the fourth quarter of  1998
due to lower average borrowings.

The  effective  income tax rate for the third  quarter  of  1999  was
21.0%, the same as the effective income tax rate from operations  for
the  full  year  of  1998,  excluding  the  one-time  impact  of  the
restructuring program from both periods and the litigation settlement
from  1998. The Company expects to sustain the 21.0% tax rate for the
remainder of 1999.







                                 -9-
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS


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

Restructuring Charges
In  the  third quarter of 1998, a restructuring program was initiated
to  improve  the competitive position of the Company by  streamlining
worldwide   operations  and  reducing  the  overall  cost   structure
resulting  in  a restructuring charge of $33.6 million. Approximately
$5.6  million  of  restructuring costs were paid  in  1998  and  $4.4
million  to  date in 1999. These expenditures consisted primarily  of
employee severance.

In the third quarter of 1999, the Company reevaluated the accrual for
the  restructuring program and reversed $5.2 million of the remaining
balance.   The  reversal reflects a lower estimate for severance  pay
and lease cancellation costs. Although the planned number of employee
positions  had  been eliminated, the reduction in severance  cost  is
attributed  to higher levels of attrition than originally anticipated
and impacted employees filling open positions as demand increased due
to improved sales volume.

The  major programs, most of which will be completed in 1999, include
the  realignment  of European operating units, establishment  of  the
European  regional transaction center, streamlining the supply  chain
management  function, consolidating certain manufacturing  operations
and   cancellation   of   leases.  Certain   of   the   manufacturing
consolidations originally planned for 1999 have been delayed to  2000
due to facility preparation and customer requirements.

The  restructuring initiatives combined with the consolidation of the
Company's Microelectronics plants resulted in the elimination of  620
positions worldwide.  Notification to employees was completed  during
the  third  quarter of 1998, although some of the affected  employees
will  continue  in their existing positions through 2000  with  their
related  salary  costs  charged  to operations  as  incurred.  As  of
September  30, 1999, 580 employees have left the Company pursuant  to
this  initiative.  Under the terms of the severance  agreements,  the
Company expects to pay severance and associated benefits through  the
early part of 2000.

When  fully implemented the combination of the restructuring programs
and  the  Microelectronics plant consolidation are expected to  yield
savings  for  the  full  year  of $38  million  as  compared  to  the
annualized  results  of the third quarter of 1998.   The  savings  in
employee  compensation,  facility  related  costs,  depreciation  and
amortization  will be primarily reflected as reductions  in  Cost  of
Sales.   In  the  first  nine months of 1999,  the  Company  realized
savings of approximately $28 million.











                                -10-
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Capital Resources and Liquidity
Cash  generated by operations in the first nine months  of  1999  was
$66.2  million compared to $24.2 million in the first nine months  of
1998.   During  the  first  nine  months  of  1999  and  1998,   cash
expenditures   amounting   to  $7.9  million   and   $21.9   million,
respectively, were charged against reserves established for the  1998
restructuring activities and the integration of the Amicon and  Tylan
Acquisitions.   Excluding the restructuring and  acquisition  related
expenditures, cash flow from operations for the first nine months  of
1999 and 1998 was $74.1 million and $46.1 million, respectively.

The   increase   in   cash  flow  from  operations,   excluding   the
restructuring and acquisition expenditures, for the first nine months
of 1999 as compared to the same period of the prior year is primarily
a  result  of  improved  results  of operations,  improved  inventory
utilization  attributed to asset management initiatives  launched  in
1998  and  actions  taken as part of the 1998 restructuring  program.
Partially  offsetting  this  is an increase  in  account  receivables
resulting from significantly higher sales volume in the third quarter
of  1999. The Company continues to aggressively manage its collection
activities.  These collection efforts resulted in a decrease  in  the
days  sales  outstanding in accounts receivable from 88 days  in  the
third quarter of 1998 to 85 days in the third quarter of 1999.

Cash  generated by the Company during the first nine months  of  1999
was  used  to invest in property, plant and equipment, pay dividends,
and   reduce   short-term  debt.  Property,   plant   and   equipment
expenditures  for  the first nine months of 1999 were  $22.0  million
lower  than the same period of the prior year due to the construction
in  1998 of the new manufacturing facility in Allen, Texas which  was
substantially  completed during that year.  The  Company  expects  to
spend  approximately $30.0 to $35.0 million for property,  plant  and
equipment during 1999.

The  Company is required to provide cash collateralization on one  of
its yen denominated debt swap agreements if the value of its position
declined.  While this will not impact the Company's foreign  exchange
exposure,  it  could  impact short-term liquidity  if  there  were  a
serious  deterioration in the value of the Company's  swap  position.
The amount of the collateral is dependent, among other things, on the
exchange rate of the yen to the U.S. dollar and is restricted  as  to
withdrawal or alternative usage.

Year 2000
The  Company  is  aware  of the "Year 2000" issue  that  will  affect
certain  products  and  systems that were not  designed  to  properly
handle   the   transition  between  the  twentieth  and  twenty-first
centuries.   The Company has recognized the need to ensure  that  its
business operations will not be adversely impacted by the Year  2000.
Accordingly,  the Company has authorized an internal team  to  assess
the  Company's  Year  2000  readiness  and  to  determine  the  steps
necessary to address its Year 2000 issues.  Among the areas that have
been  assessed  are the Company's internal information  systems,  its
manufacturing  equipment,  its  facilities  and  its  products.    In
addition,  the  team  has assessed 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 completed testing its key internal information systems
(which includes order entry, manufacturing and financial systems)  as
well  as its facilities, manufacturing and other key systems for Year
2000  compliance.  Implementation of  modifications  or  replacements
necessary  to  make  all  key systems Year 2000  compliant  has  been
substantially completed.

The Company has 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.








                                -11-
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In  addition  to  testing of the Company's internal systems  and  its
products, the Company has implemented its plan of communication  with
its  suppliers and financial institutions regarding their  Year  2000
readiness  and the Year 2000 compliance of the products and  services
that  they  provide  to the Company.  As of September  30,  1999  the
Company  has not identified any important Year 2000 readiness  issues
of  its  key  supply-chain  partners. The Company  has  substantially
completed  its  risk  analysis  and developed  supply  chain  related
contingency  plans where reasonably possible. The Company anticipates
that an inventory build of $1.0 million to $2.0 million will occur in
the  fourth  quarter  of  1999 for key materials.    The  Company  is
developing  contingency plans to deal with other Year 2000  readiness
risks as well.

Through  September  30, 1999, the Company has incurred  approximately
$1.0 million in its Year 2000 assessment and remediation program  and
currently  estimates  that  the total costs  will  be  $1.5  million.
Incremental spending has not been and is not expected to be  material
because most Year 2000 readiness costs will be met with amounts  that
are   normally  budgeted  for  procurement  and  maintenance  of  the
Company's  information  systems  and  infrastructure.   However,  the
redirection  of  spending  to the implementation  of  its  Year  2000
readiness   program   may  in  some  instances   delay   productivity
improvements.

The Year 2000 presents a number of risks and uncertainties that could
affect  the Company.  Those risks and uncertainties include, but  are
not  limited  to,  failure  of utilities or  transportation  systems,
failure  of key suppliers or customers to address their software  and
systems  problems,  and failure of the Company to fully  develop  its
contingency plans.

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 could result in such a material impact.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Since the end of 1998, the mitigating actions enumerated above under
"Foreign Exchange" in Management's Discussion and Analysis of
Financial Condition and Results of Operations and in Management's
Discussion and Analysis of Financial Condition and Results of
Operations contained in the Company's Annual Report on Form 10-K have
effectively limited the impact of exchange rate fluctuations and
credit risk on the Company's results of operations and financial
position to a level which is not material.
























                                -12-


Part II - Other Information

Item 1.Legal Proceedings

On  July 21,1999, Amersham Pharmacia Biotech AB of Sweden (APB) filed
a  complaint  in  the  high Court of Justice in  the  United  Kingdom
against  the  Company and two of its subsidiaries alleging  that  the
sale  of the Company's ISOPAK chromatography valve infringed  one  or
more  claims  of certain APB patents.  APB is seeking  an  injunction
against  the  alleged infringement and damages. The Company  believes
that  its  ISOPAK product does not infringe the patents in  question.
The  Company intends to vigorously defend this action. In any  event,
the  outcome of the suit will not have a material adverse  impact  on
the Company's  financial condition.


Item 6.  Exhibits and Reports on Form 8-K

a.   Exhibits

  27     Article 5 Financial Data Schedule - for the three months
ended September 30, 1999








































                                -13-



                             SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of  1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                              Millipore Corporation
                              Registrant



November 15, 1999             /s/Kathleen B. Allen
Date                          Kathleen B. Allen
                              Chief Accounting Officer








































                                -14-