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 June 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 43,851,735 shares of common stock outstanding as
of July 24, 1998.

                                
                                
                      MILLIPORE CORPORATION
                       INDEX TO FORM 10-Q





                                                     Page No.
Part I.   Financial Information

Item 1.   Condensed Financial Statements

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

          Consolidated Statements of Income --
          Three and Six Months Ended June 30, 1998 and 1997 3

          Consolidated Statements of Cash Flows --
             Six Months Ended June 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
9-11

Part II.  Other Information

Item 1.   Legal Proceedings                            12

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

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

          Signatures                                   14



                                
                                
                      MILLIPORE CORPORATION
                   CONSOLIDATED BALANCE SHEETS
                         (In thousands)
                                
<TABLE>
<CAPTION>
                                                      
                                      June 30,        December 31,
                                        1998             1997
<S>                                <C>               <C>
ASSETS                               (Unaudited)                 
Current assets                                                   
   Cash                              $  2,896         $ 2,240
   Short-term investments              26,456          18,029
   Accounts receivable, net           161,671         176,585
   Inventories                        131,836         127,192
   Other current assets                13,088          28,362
Total Current Assets                  335,947         352,408
                                                      
Property, plant and equipment, net    219,293         220,094
Intangible assets                      87,435          77,394
Deferred income taxes                  80,010          88,760
Other assets                           22,950          27,588
                                                      
Total Assets                         $745,635         $766,244
                                                                 
LIABILITIES AND SHAREHOLDERS'                                    
EQUITY
Current liabilities                                              
   Notes payable                     $172,263         $ 165,576
   Accounts payable                    41,179            46,088
   Accrued expenses                    57,776            74,856
   Dividends payable                    4,823             4,369
   Accrued retirement plan              5,389             7,088
   contributions
   Accrued income taxes payable         1,843             6,896
Total Current Liabilities             283,273           304,873
                                                      
Long-term debt                        279,216           286,844
Other liabilities                      25,197            25,533
Shareholders' equity                                  
   Common stock                        56,988            56,988
   Additional paid-in capital          10,927            10,927
   Retained earnings                  518,051           490,289
   Accumulated other comprehensive    (44,568)          (21,720)
   loss
                                      541,398            536,484
   Less:  Treasury stock, at cost, 
   13,144 shares in 1998 and 13,291
   in 1997                           (383,449)          (387,490)
Total Shareholders' Equity            157,949            148,994
                                                      
Total Liabilities and Shareholders'  $745,635         $766,244
Equity
</TABLE>
                                
                                
                                
 The accompanying notes are an integral part of the consolidated
                 condensed financial statements.
                                
                                
                               -2-
                                  
                        MILLIPORE CORPORATION
                  CONSOLIDATED STATEMENTS OF INCOME
                (In thousands except per share data)
                             (Unaudited)

<TABLE>
<CAPTION>
                                Three Months Ended        Six Months Ended
                                     June 30,                 June 30,
<S>                          <C>         <C>          <C>         <C>
                                1998         1997         1998        1997
                                                                             
Net sales                     $175,172   $192,498      $360,834     $371,337 
                                         
Cost of sales                 85,507        86,424     171,936      167,058
                                                      
                                                                     
Gross profit                  89,665      106,074      188,898      204,279
                                                                     
Selling, general &                                            
administrative expenses       60,809       63,273       122,496      123,050

Research & development                                         
expenses                      13,910       15,003       27,045       28,154

Purchased research &                                                
development expense                -          -            -         114,091

Settlement of litigation           -          -         11,766           -
                                                                     
Operating income / (loss)     14,946      27,798       27,591       (61,016)
                                                                     
Gain on sale of equity                                              
securities                        -        -            35,594       1,769
                                                                     
Interest income                  761         636       1,375        1,397
                                                                     
Interest expense              (7,058)    (8,159)      (14,131)     (14,183)
                                                                     
Income / (loss) before                                         
income taxes                   8,649      20,275       50,429       (72,033)
                                                                     
Provision for income taxes     1,816       3,894        12,186       9,348
                                                                     
Net income / (loss)           $6,833     $16,381      $38,243       $(81,381)
                                                                     
Net income / (loss) per                                              
share:
            Basic             $ 0.16     $0.38         $0.87         $(1.87)
            Diluted           $ 0.15     $0.37         $0.86         $(1.87)
                                                                     
Cash dividends declared per   $ 0.11     $0.10         $0.21         $0.19
common share                             
                                                                     
Weighted average common                                              
shares outstanding:
            Basic             43,819      43,512       43,774       43,452
            Diluted           44,327      44,274       44,317       43,452

</TABLE>



   The accompanying notes are an integral part of the consolidated
                   condensed financial statements.
                                  
                                 -3-
                      MILLIPORE CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In thousands)
                           (Unaudited)
<TABLE>
<CAPTION>
                                        Six Months Ended June 30,
<S>                                     <C>            <C>
                                          1998             1997
Cash Flows From Operating Activities:                             
Net income (loss)                       $38,243         $(81,381)
Adjustments to reconcile net income                     
(loss) to net
 cash provided:
 Purchased research and development          -          114,091
expense
 Write-off of acquired inventory step-       -            5,000
up
 Depreciation and amortization          21,783          19,323
 Gain on sale of equity securities      (35,594)        (1,769)
 Deferred tax provision                  8,750                -
 Change in operating assets and                         
liabilities, net:
   Decrease (increase) in accounts      10,212          (17,287)
receivable
   (Increase) in inventories            (9,378)         (6,413)
   (Increase) in other current assets   (1,920)         (7,603)
   Decrease (increase) in other assets   2,806          (1,090)
   (Decrease) in accounts payable and   (19,583)        (13,231)
accrued expenses
   (Decrease) in accrued retirement     (1,710)             137
plan contributions
   (Decrease) in accrued income taxes   (5,053)         (2,844)
   Other                                (1,435)           4,903
Net cash provided by operating           7,121          11,836
activities
                                                        
Cash Flows From Investing Activities:                   
Additions to property, plant and        (26,634)        (16,993)
equipment
Acquisition of Tylan, net of cash            -          (159,158)
acquired
Proceeds from sale of equity            35,594            1,769
securities
Investment in intangibles               (3,453)               -
Net cash used by discontinued           (2,340)         (2,775)
operations
Net cash provided by (used in)           3,167          (177,157)
investing activities
                                                        
Cash Flows From Financing Activities:                   
Issuance of treasury stock under stock   2,637            4,284
plans
Increase in short-term debt              6,761          80,567
Proceeds from issuance of long-term          -          197,950
debt
Payments on long-term debt                   -          (123,914)
Dividends paid                          (8,743)         (7,820)
Net cash provided by financing             655          151,067
activities
                                                        
Effect of foreign exchange rates on                     
cash and                                (1,860)         (3,264)
 short-term investments
Net increase (decrease) in cash and      9,083          (17,518)
short-term investments
                                                        
Cash and short-term investments on      20,269           46,870
January 1
Cash and short-term investments on      $29,352         $29,352
June 30
                                                        
</TABLE>
       The accompanying notes are an integral part of the
          consolidated condensed financial statements.
                                
                                
                                
                               -4-
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           (In thousands)

1.    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:

                                      December 31,
                  June 30, 1998           1997
                                      
   Raw materials   $36,295             $42,518
   Work in          22,311              16,545
   process
   Finished         73,230              68,129
   goods
                   $131,836           $127,192


3.    Property,  Plant  and Equipment:  Accumulated  depreciation  on
  property,  plant  and equipment was $182,679 at June  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)
  
  Legal Proceedings (cont'd):
6.     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 violates 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,  the
  Company  made  a contribution of $2,255 to its Retirement  Plan  in
  accordance with ERISA funding requirements.

6.    Restructuring:  On  June  15, 1998,  the  Company  announced  a
  restructuring program to streamline operations and reduce the  cost
  structure.   This  program  includes consolidation  of  transaction
  processing  into regional business centers, outsourcing of  certain
  administration, distribution and manufacturing activities, realigning
  and  downsizing geographic support organizations and  consolidating
  manufacturing  operations.  The Company has not yet determined  the
  magnitude of the restructuring charge which will be recorded in the
  third quarter of 1998.

7.   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 in
  common stock, $0.01 par value of PerSeptive. Effective January  22,
  1998,  PerSeptive completed a merger with 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.

8.    Basic  and  Diluted  Earnings Per Share:  The  following  table
  reconciles  the  numerator and denominator for  basic  and  diluted
  earnings per share for the three months and six months ended June 30,
  1998 and June 30, 1997. For the six months ended June 30, 1997, the
  Company  was  in a loss position and therefore, basic  and  diluted
  earnings  per  share  are  the same. The  effect  of  anti-dilutive
  securities for the six months in 1997 amounted to 796 shares.
<TABLE>
<CAPTION>
Three Months Ended June              1998                         1997
30,
<S>                      <C>       <C>       <C>       <C>       <C>    <C>
                            Net                          Net                 
                           Income   Shares    EPS       Income   Shares    EPS
Basic   earnings    per   $6,833   43,819   $0.16      $16,381   43,512  $0.38
share
Effect    of   dilutive                                                  
securities:                           508                         762     
     Stock options
Diluted  earnings   per   $6,833   44,327   $0.15      $16,381   44,274  $0.37
share
</TABLE>
<TABLE>
<CAPTION>
Six  Months Ended  June              1998                          1997
30,
<S>                      <C>       <C>       <C>       <C>       <C>      <C>
                            Net                           Net                  
                           Income   Shares    EPS        Income    Shares    EPS
Basic   earnings    per   $38,243   43,774   $0.87     $(81,381)  43,452 $(1.87)
share
Effect    of   dilutive                                                    
securities:                            543                         -     
     Stock options
Diluted  earnings   per   $38,243   44,317   $0.86     $(81,381)  43,452 $(1.87)
share
</TABLE>
                                 -6-
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           (In thousands)


9.   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  six  months  ended
  June  30,  1998  and  1997, total comprehensive income/(loss),  was
  comprised of the following:


                        Three Months Ended       Six Months Ended
                             June 30,                June 30,
                         1998       1997          1998       1997
                                                          
Net income/(loss)      $ 6,833    $16,381       $38,243    $(81,381)
                                                          
Foreign currency       (3,852)      2,582        (4,660)    (11,504)
translation
                                                          
Unrealized holding                                        
loss on equity                                            
   securities            (893)     (2,599)      (18,188)     (2,724)
   arising during
   period, net of
   tax
                                                          
Total comprehensive                                       
   income/(loss)       $ 2,088    $16,364        $15,395    $(95,609)


  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,  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 June 30, 1998.




                                 -7-
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           (In thousands)
  
  
  New Accounting Pronouncements (cont'd):
  In  June 1998, 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 imbedded 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 subject to  a  number  of  risks  and
uncertainties as described in Management's Discussion and Analysis in
the  Company's Annual Report on Form 10-K for the year ended December
31,  1997.   Such  forward-looking statements are  based  on  current
expectations and actual results may differ materially.


Recent Developments
On  June  15, 1998, the Company announced a restructuring program  to
streamline  operations and reduce the cost structure.   This  program
includes   consolidation  of  transaction  processing  into  regional
business centers, outsourcing of certain administration, distribution
and  manufacturing  activities, realigning and downsizing  geographic
support  organizations  and  consolidating manufacturing  operations.
The Company has not yet determined the magnitude of the restructuring
charge which will be recorded in the third quarter of 1998.


Results of Operations
Consolidated net sales for the second quarter of 1998 were  $175,172,
a  decrease of 9% from sales for the same period last year.  Revenues
decreased  4%  as  measured in local currency terms  for  the  second
quarter of 1998. Second quarter diluted earnings per share were $0.15
per share, compared to $0.37 per share last year. The following table
summarizes  revenue  growth by market and  geography  in  the  second
quarter  of  1998  as  compared to the second  quarter  of  1997  (in
millions):

                                                         %
                                                     Increase/
                                              %      (Decrease)
                      June       June     Increase/    Local
                    30,1997     30,1998   (Decrease)  Currency
                                                          
Microelectronics      $66         $49       (26%)      (21%)
BioPharmaceutical      56         54         (4%)        0%
Analytical             70         72          3%        10%
Laboratory
                                                          
    TOTAL             $192       $175        (9%)       (4%)
                                                          
                                                          
Americas              $80         $73        (9%)       (8%)
Europe                 57         59          4%         7%
Asia/Pacific           55         43        (22%)       (8%)
                                                          
    TOTAL             $192       $175        (9%)       (4%)
                                  
Sales to microelectronics customers, in local currency, decreased 21%
in the second quarter of 1998 compared to the second quarter of 1997.
The  Company continues to be negatively impacted by the semiconductor
industry  downturn and weakening economic conditions in  Asia  during
the  first  half of 1998. The downturn in the semiconductor  industry
began  in 1996 and there is no consensus opinion amongst the industry
experts  on  how  long this current cycle will last.   Sales  to  the
BioPharmaceutical  sector, in local currency, in the  second  quarter
were  equal to those of the prior year's second quarter.  This result
is  the  combination of a 4% increase in the sales to  pharmaceutical
and  biotech  customers  and a 17% decrease  in  sales  to  food  and
beverage  customers.  For the remaining six months of 1998, the  rate
of  growth is expected to accelerate in the BioPharmaceutical  sector
on  the  strength  of increased demand for filters  used  in  biotech
process  plants.  Sales growth in the Analytical Laboratory  business
was  10%,  in  local  currency,  reflecting  an  increase  in  market
penetration  of  core products and new products introduced  to  ultra
pure  water  customers  and  research  laboratories.   This  business
expects a similar growth rate for the remainder of 1998.

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


Results of Operations (continued)
In  the  second quarter of 1998, the U.S. dollar strengthened against
most  European and Asian currencies. Expected third quarter and  full
year  1998 sales growth rates will be approximately 4 to 5 percentage
points  lower  then local currency growth rates if  foreign  exchange
rates remain at June 30, 1998 levels.

Gross profit margins in the second quarter of 1998 were 51% of sales,
compared  to  55%  in  the  second quarter  of  1997.   Gross  margin
percentages  were  lower  than those in the  same  period  last  year
reflecting the impact of a stronger U.S. dollar and reduced volume in
the  Company's manufacturing plants. The Company expects gross margin
percentages  in  the  third  quarter of  1998  to  approximate  those
reported in the second quarter of 1998.

Total  operating expenses decreased 5% from total operating  expenses
for the second 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 slight decrease in research and development
spending.

Net interest expense in the second quarter of 1998 was lower than the
first  quarter  of  1997  due to both lower borrowings  and  interest
rates.   The  Company  expects that interest  expense  in  the  third
quarter and for the year ended 1998 will be slightly lower than  1997
as cash generated from operating activities and the proceeds from the
sale of equity securities is used to reduce outstanding borrowings.

The  Company's  effective income tax rate for the second  quarter  of
1998 was 21.0%, the same as the full year of 1997, excluding the non-
tax deductible write-offs associated with the Tylan acquisition.  The
Company  expects to sustain the 21.0% tax rate for the  remainder  of
1998.

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 are being assessed  are
the   Company's   internal  software  systems,  its   products,   its
manufacturing  equipment,  and  its  facilities.   In  addition,  the
Company  is undertaking to work with its key suppliers and  financial
institutions  in  assessing their Year 2000 readiness.   The  Company
utilizes  a  common worldwide software system for its  financial  and
business  processes.  The vendor of this system has certified  it  as
being  Year  2000  compliant, and the Company is conducting  its  own
tests  to  verify  compliance.  A large  majority  of  the  Company's
products  do  not  include software or have embedded microprocessors,
and  of  those  that do, most have been determined to  be  Year  2000
compliant.  Though a full assessment is not yet complete, the Company
currently  does not believe that either its Year 2000 issues  or  any
future  costs  necessary to ensure the Company's Year 2000  readiness
will have a material effect on its business, results of operations or
financial condition.

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  second
quarter of 1998, a gain of $510 was realized on the Company's foreign
exchange contracts compared to a gain of $1,515 in the second quarter
of  1997.   As of June 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  does  not  engage  in
speculative trading activity.





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


                                  
Capital Resources And Liquidity
Cash  generated  by operations in the first six months  of  1998  was
$7,121  compared to $11,836 in the first six months of 1997.   During
the  first six months of 1998, cash expenditures amounting to $16,907
were  charged against restructuring reserves established during 1997;
$5,037  of employee costs, $9,248 of contract termination costs,  and
$2,622 of other integration expenses.

Cash  generated by the Company during the six months of 1998 was used
to  invest  in  property,  plant and equipment,  and  pay  dividends.
Property,  plant and equipment expenditures for the first six  months
of  1998  exceeded  those  for the same  period  in  1997  by  $9,641
primarily   due  to  $10,100  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.


                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  




















                                  
                                  
                                  
                                -11-
PART II - OTHER INFORMATION

Item 1.  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 $96,500,000 and ordered Millipore  Cidra,
Inc.  to  manage  the nitrocellulose membrane scrap as  a  hazardous
waste.
On  March  12,  1998  Millipore Cidra and  the  EQB  entered  into  a
Stipulation  settling the administrative proceeding with  respect  to
the  EQB  Order.  On March 27, 1998 the Governing Board  of  the  EQB
voted to approve the recommendation of the hearing examiner for  this
proceeding that the Stipulation be ratified.  Formal notice  of  this
EQB  Governing  Board vote was mailed to Millipore Cidra  on  May  7,
1998.  The Stipulation provides that:  (i) it does not constitute any
admission  or  determination of fact or any conclusion  of  law  with
respect  to  any of the allegations contained in the EQB Order;  (ii)
Millipore  Cidra and its affiliates are released and exonerated  from
any  claims related to the EQB Order; (iii) Millipore Cidra shall pay
the  EQB $4,600,000 in full satisfaction of all claims under the  EQB
Order;  and  (iv)  Millipore  Cidra shall manage  the  nitrocellulose
membrane  scrap  as  if  it  were a hazardous  waste.   All  payments
required by the Stipulation have now been made to the EQB.

On  March  12, 1998 the Company entered into a settlement  agreement
with  respect to a separate lawsuit (subject to court approval) with
Redondo Waste Systems, Inc., d/b/a Celsius, an intervening party  in
the  administrative proceeding with respect to the EQB Order.   This
suit  was filed in the Superior Court for Caguas County, Puerto Rico
in  1991 and related to damages claimed to result from a fire  at  a
landfill  owned  by such intervening party.  Under  this  settlement
agreement  the Company agreed to pay $3,000,000 to such  intervening
party  in  complete satisfaction of all claims under  such  lawsuit.
The  settlement  agreement has now been approved by the  Courts  and
payment has been made by the Company.

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 violates 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 $2,439,561 (including interest
through  the date of transfer) from the Company's Retirement Plan  to
the  Waters  Retirement Plan as provided by the amended and  restated
Purchase  and  Sale  Agreement.  In order to fund the  transfer,  the
Company  made a contribution of $2,254,567 to its Retirement Plan  in
accordance with ERISA funding requirements.












                                -12-
PART II - OTHER INFORMATION (cont'd)

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

a.   The Annual Meeting of Stockholders of Millipore Corporation was
     held on April 16, 1998.

c. The following matter was voted upon at the Annual Meeting:  the
   election of three Class II Directors for a three-year term.   The
   following votes were tabulated with respect to the election:

      Matter Voted Upon       Votes "For"         Withheld

      Election of Directors:
       Robert C. Bishop       36,898,010          209,078
       Samuel C. Butler       36,901,543          205,545
       Robert E. Caldwell     36,901,164          205,924

       There were no votes against any nominee and no broker non-
votes.


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

a.Exhibits

  27   Article 5 Financial Data Schedule - second Quarter 1998


b.   Reports on Form 8-K

  The Company filed the following report on Form 8-K during the
  second quarter of 1998:
  
  Form 8-K report dated April 16, 1998 filed on April 30, 1998;
  Common Stock Rights Agreement, amended and restated.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  

  
                                -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



August 14, 1998               /s/ Kathleen B. Allen
Date                          Kathleen B. Allen
                              Chief Accounting Officer








































                                -14-