SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-Q


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

For the quarterly period ended June 30, 2000

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 46,297,212 shares of common stock outstanding as
of July 28, 2000.



                      MILLIPORE CORPORATION
                       INDEX TO FORM 10-Q





                                                     Page No.
Part I.   Financial Information

Item 1.   Condensed Financial Statements

          Consolidated Balance Sheets -
             June 30, 2000 and December 31, 1999        2

          Consolidated Statements of Income -
             Three and Six Months
             Ended June 30, 2000 and 1999               3

          Consolidated Statements of Cash Flows -
             Six Months Ended June 30, 2000 and 1999    4

          Notes to Consolidated Condensed
             Financial Statements                     5-7

Item 2.   Management's Discussion and Analysis
             of Financial Condition
              and Results of Operations              8-11

Item 3.   Quantitative and Qualitative Disclosures
              about Market Risk                        11

Part II.  Other Information


Item 6.   Exhibits and Reports on Form 8-K             11

          Signatures                                   12



                      MILLIPORE CORPORATION
                   CONSOLIDATED BALANCE SHEETS
                         (In thousands)


                                      June  30,       December
                                        2000          31, 1999
ASSETS                               (Unaudited)
Current assets
   Cash and cash equivalents          $47,136          $32,420
   Cash held as collateral             14,339           18,640
   Accounts receivable, net           214,412          195,751
   Inventories                        131,659          105,040
   Other current assets                17,895            7,096
Total Current Assets                  425,441          358,947

Property, plant and equipment, net    214,686          226,477
Deferred income taxes                 115,683          109,822
Intangible assets                      66,432           70,238
Other assets                           26,054           27,249
Total Assets                        $ 848,296        $ 792,733

LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities
   Notes payable                   $ 102,100         $ 115,645
   Accounts payable                   61,737            63,053
   Accrued expenses                   68,279            73,512
   Dividends payable                   5,079             4,970
   Accrued retirement plan
       Contributions                   5,127             7,333
   Accrued income taxes payable       19,026             5,270
Total Current Liabilities            261,348           269,783

Long-term debt                       308,823           313,107
Other liabilities                     35,938            32,992
Shareholders' equity
   Common stock                       56,988            56,988
   Additional paid-in capital         18,272            18,272
   Retained earnings                 534,756           491,429
   Unearned compensation              (3,433)           (4,041)
   Accumulated other comprehensive
          Loss                       (49,318)          (42,292)
                                     557,265           520,356
   Less:  Treasury stock, at cost,
    10,813 shares in 2000 and
    11,794 in 1999                  (315,078)         (343,505)
Total Shareholders' Equity           242,187           176,851

Total Liabilities and Shareholders'
   Equity                           $848,296          $792,733









 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      Six Months Ended
                                   June 30,               June 30,
                                2000       1999       2000       1999


Net sales                    $238,948   $187,466    $463,771   $367,869

Cost of sales                 108,590     86,080     208,916    170,975

Gross profit                  130,358    101,386     254,855    196,894

Selling, general &
administrative expenses       70,877      62,883     140,911    124,716
Research & development
expenses                      15,287      13,362      30,001     25,707

Operating income              44,194      25,141      83,943     46,471

Net gain on sale of
securities                     4,161         -         4,161        -
Interest income                1,067         691       1,533      1,390
Interest expense              (7,259)     (7,333)    (14,293)   (15,112)


   Income before income taxes 42,163      18,499      75,344     32,749

Provision for income taxes    10,273       3,885      17,241      6,878

Net income                   $31,890     $14,614     $58,103    $25,871

Net income per  share:
Basic                         $ 0.70       $0.33       $1.28      $0.58
Diluted                       $ 0.67       $0.32       $1.24      $0.58

Cash dividends declared per
share                         $ 0.11       $0.11       $0.22      $0.22

Weighted average shares
outstanding:
Basic                         45,849      44,791      45,568     44,431
Diluted                       47,314      45,308      46,939     44,889

















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

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

                                            Six Months Ended June
                                                     30,
                                              2000         1999
Cash Flows From Operating Activities:

Net Income                                  $58,103       $25,871
Adjustments to reconcile net income to net
cash provided by operating activities:
 Depreciation and amortization               22,356        22,094
 Gain on sale of securities                  (4,161)           -
 Deferred tax benefit                        (5,861)           -
 Changes in operating assets and
  liabilities, net:
   (Increase) in accounts receivable        (24,104)      (20,206)
   (Increase) decrease in inventories       (29,789)        3,682
   (Increase) decrease in other current
      assets and other assets                (3,071)          804
   (Decrease) increase in accounts payable
      and accrued expenses                   (2,982)        1,125
   (Decrease) in accrued retirement plan
      contributions                          (2,120)       (2,092)
    Increase in accrued income taxes         10,491         4,001
    Increase in other                         3,185         2,426
Net cash provided by operating activities    22,047        37,705

Cash Flows From Investing Activities:

Additions to property, plant and equipment  (18,037)      (11,586)
Proceeds from sale of property                8,808             -
Net cash used in investing activities        (9,229)      (11,586)

Cash Flows From Financing Activities:

Issuance of treasury stock under stock
  Plans                                      23,351         2,518
Net change in short-term debt               (13,545)       (9,708)
Dividends paid                              (10,005)      (15,340)
Decrease in cash held as collateral           4,301             -
Net cash provided by (used in) financing
  Activities                                  4,102       (22,530)

Effect of foreign exchange rates on cash
  and cash equivalents                       (2,204)       (3,122)
Net increase in cash and cash equivalents    14,716           467

Cash and cash equivalents on January 1       32,420        36,022

Cash and cash equivalents on June 30        $47,136       $36,489








 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  10Q and, accordingly,  these  footnotes
  condense  or  omit  certain information and  disclosures  which
  substantially  duplicate information provided in the  Company's
  latest audited financial statements.  These financial statements
  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, 1999.  In the  opinion  of
  management,  these financial statements reflect all adjustments
  necessary for a fair presentation of the results for the interim
  periods  presented.   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:

                           June 30,     December
                             2000       31, 1999

   Raw materials            $ 48.2       $ 38.1
   Work in process            28.2         26.1
   Finished goods             55.3         40.8
   Total                    $131.7       $105.0


3.    Property, Plant and Equipment: Accumulated depreciation  on
  property, plant and equipment was $218.1 at June 30,  2000  and
  $206.9 at December 31, 1999.

4.Restructuring  Charges:  In  the third  quarter  of  1998,  the
  Company  initiated  a  restructuring  program  resulting  in  a
  restructuring  charge of $33.6. In the third quarter  of  1999,
  $5.2  of  the  remaining  balance was reversed.   The  reversal
  reflected  a  lower  estimate  for  severance  pay  and   lease
  cancellation   costs   required   to   complete   the   various
  restructuring programs. As of June 30, 2000, 605 employees,  of
  the  planned 620 employees, left the Company.  Under the  terms
  of  the  severance  agreements,  the  Company  expects  to  pay
  severance  and  associated benefits through 2000.   Certain  of
  the  manufacturing consolidations originally planned  for  1999
  were  delayed  to  the  second half of  2000  due  to  facility
  preparation and customer requirements.

  The following is a summary of the restructuring program
  reserve balances at June 30, 2000:


                                      Cash &
                        Balance at   Non-Cash    Balance
                       December 31,  disbursem   at June
                           1999        ents      30, 2000

Employee severance       $ 3.5        $ 1.1      $ 2.4

  Lease cancellation
    costs                  2.5          0.5        2.0
  Other costs              1.6          1.2        0.4

  Total                  $ 7.6        $ 2.8      $ 4.8













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

5.   Business Segment Information: The Company has two reportable
  business    segments:   Biopharmaceutical   &   Research    and
  Microelectronics.   The  results for  the  Biopharmaceutical  &
  Research,  the  Microelectronics  segments  and  for  Corporate
  operations  are  presented below in "local  currencies".  Local
  currency   results  represent  the  foreign  currency  balances
  translated,  in all periods presented, at Millipore's  budgeted
  exchange   rates  for  2000,  thus  excluding  the  impact   of
  fluctuations  in  the  actual  foreign  currency  rates.    The
  Company's  management  uses  this  presentation  for   internal
  evaluation  of  the  financial  performance  of  the  Company's
  business  segments because it believes that the local  currency
  results  provides a clearer presentation of underlying business
  trends.    The  U.S.  dollar  results  represent  the   foreign
  currency balances translated at actual exchange rates.

                              Three Months      Six Months Ended
                                 Ended              June 30,
                                June 30,
  Consolidated Net Sales      2000    1999        2000     1999

  Biopharmaceutical &
   Research                    $158.8  $144.2     $310.4   $283.1
  Microelectronics               84.7    48.2      159.7     90.5

  Foreign exchange               (4.6)   (4.9)      (6.3)    (5.7)

  Total net sales              $238.9  $187.5     $463.8   $367.9




                              Three Months      Six Months Ended
                                  Ended             June 30,
                                June 30,
  Consolidated Operating      2000     1999     2000      1999
   Income

  Biopharmaceutical &
   Research                   $ 38.0   $ 31.7   $ 74.2    $ 61.9
  Microelectronics              20.9     3.9      37.7       5.2
  Corporate                    (14.8)   (8.5)    (28.8)    (17.7)
  Foreign exchange               0.1    (2.0)      0.8      (2.9)

  Total operating income       $44.2   $25.1     $83.9     $46.5

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

                                 Three Months      Six Months
                                    Ended             Ended
                                   June 30,         June 30,
                                 2000    1999     2000    1999

  Net income                     $31.9   $14.6    $58.1   $25.9

  For   basic   earnings   per
  share:
  Weighted   average    shares
   outstanding                  45,849  44,791   45,568  44,431
  Effect      of      dilutive
   securities-stock options      1,465     517    1,371     458

  Diluted   weighted   average
   shares outstanding           47,314  45,308   46,939  44,889

  Net income per share:
       Basic                    $ 0.70  $ 0.33   $ 1.28  $ 0.58
       Diluted                  $ 0.67  $ 0.32   $ 1.24  $ 0.58







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


7.    Comprehensive  Income:  The following  table  presents  the
  components of comprehensive income, net of taxes:

                                    Three Months      Six Months
                                       Ended            Ended
                                      June 30,         June 30,
                                    2000    1999     2000    1999

  Unrealized holding gains on
   marketable securities            $ 1.2   $ 0.3    $ 7.0   $ 1.2

  Reclassification adjustment for
   gains realized in net income     (4.7)    (0.1)    (4.7)   (0.3)

  Net unrealized (loss) gain on
   securities available for sale    (3.5)     0.2      2.3     0.9
  Foreign currency translation
   adjustments                      (1.1)    (4.7)    (9.3)  (17.7)

  Other comprehensive loss          (4.6)    (4.5)    (7.0)  (16.8)

   Net income                       31.9     14.6     58.1    25.9

   Total comprehensive income     $ 27.3   $ 10.1   $ 51.1   $ 9.1



8.   New Accounting Pronouncements:

  In   June  1998,  the  Financial  Accounting  Standards   Board
  ("FASB")  issued  SFAS  No.  133,  "Accounting  for  Derivative
  Instruments and Hedging Activities" which is effective for  the
  Company January 1, 2001 .  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.

  In  December  1999,  the  Securities  and  Exchange  Commission
  ("SEC")   issued  Staff  Accounting  Bulletin   101,   "Revenue
  Recognition  in  Financial Statements" which is  effective  for
  the  Company  beginning with the fourth quarter of  2000.   SAB
  101  provides guidance related to revenue recognition based  on
  interpretations and practices followed by the SEC and  requires
  any  changes  in  revenue  recognition  to  be  reported  as  a
  cumulative  change  in accounting principles  at  the  time  of
  implementation   in  accordance  with  APB  Opinion   No.   20,
  "Accounting Changes".  The Company is currently in the  process
  of  evaluating what impact, if any, SAB 101 will  have  on  the
  financial position or results of operations of the Company.













                               -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 for the year  ended
December 31, 1999.  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".
Local  currency  results represent the foreign currency  balances
translated,  in  all  periods presented, at Millipore's  budgeted
exchange   rates  for  2000,  thus  excluding   the   impact   of
fluctuations in the actual foreign currency rates.  The Company's
management uses this presentation for internal evaluation of  the
financial performance of the Company's business segments  because
it  believes that the local currency results provides  a  clearer
presentation  of  underlying business trends.   The  U.S.  dollar
results  represent  the foreign currency balances  translated  at
actual exchange rates.

Results of Operations
Consolidated net sales for the second quarter of 2000  were  $239
million,  an increase of 28% over sales for the same period  last
year.   The Company reported earnings, excluding the net gain  on
sale of securities, of $0.62 per share for the second quarter  of
2000  compared  to  earnings of $0.32 per share  for  the  second
quarter  of  1999.  Including the net gain on sale of securities,
total earnings for the quarter were $0.67 per share.

The  following table summarizes sales growth by business  segment
and  geography in the second quarter of 2000 as compared  to  the
second quarter of 1999 (U.S. dollars in millions):

                          June  30,           Sales Growth
                        2000     1999     in U.S.      Local
                                          Dollars    Currency

   Biopharmaceutical
    & Research          $ 153   $ 140         9%        10%
   Microelectronics        86      47        84%        76%

       Total            $ 239   $ 187        28%        27%



   Americas             $ 102    $ 79        29%        29%
   Europe                  59      58         1%        11%
   Asia/Pacific            78      50        55%        41%

       Total            $ 239   $ 187        28%        27%


In  the  second  quarter  of 2000 the Japanese  yen  strengthened
against  the  U.S. dollar by approximately 12%,  while  the  Euro
weakened against the U.S. dollar by approximately 13% compared to
the second quarter of 1999.  The  stronger yen and an increase in
volume  of yen denominated sales resulted in a slightly favorable
currency  impact  on  sales  growth  despite  the  weaker   Euro.
However,  if  foreign  exchange rates remain  at  July  28,  2000
levels,  the  expected  third quarter and full  year  2000  sales
growth  in  dollars,  as compared to the  prior  year,  would  be
approximately 2% lower than local currency growth  rates  due  to
the  impact of the relatively stronger yen in the second half  of
1999.







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

Business Segment Results

Biopharmaceutical & Research Segment:
Biopharmaceutical & Research sales, in local currency,  increased
10%  in the second quarter of 2000 compared to the second quarter
of  1999.  Positive sales growth, in local currency, was reported
in  all  geographies  with  the most significant  growth  in  the
Americas.  Sales growth was strongest for products used  in  life
science laboratory research and in hardware and consumables  used
in  the biopharmaceutical markets which collectively accounts for
approximately  45%  of the sales of this business  segment.   The
Company anticipates similar sales growth for this segment  during
the remainder of 2000.

Biopharmaceutical & Research operating income, in local currency,
increased  20%  in  the second quarter of 2000  over  the  second
quarter  of  1999  primarily as a result of the  increased  sales
combined with improved operating expense leverage.

Microelectronics Segment:
Microelectronics sales, in local currency, increased 76%  in  the
second  quarter  of 2000 compared to the same period  last  year.
Sales  growth  was  positive  in all geographies  with  the  most
significant growth in Asia.  Sequential quarter sales growth  was
13%  from  the  first  to the second quarter  of  2000.  Recently
published   industry  results  and  forecasts  suggest  continued
increase  in  demand  for both semiconductors  and  semiconductor
capital   equipment.     Both   trends   generally   impact   the
Microelectronics business segment.    Accordingly,  sales  growth
to  this  segment  is expected to continue for the  remainder  of
2000, but at lower quarterly growth rates.

Microelectronics  operating income, in local currency,  increased
from $3.9 million or 8% of sales in the second quarter of 1999 to
$20.9 million or 25% of sales in the second quarter of 2000.  The
increase is primarily due to the significant sales growth coupled
with   improved  gross  profit  margins  and  operating   expense
leverage.   The gross profit margins were positively impacted  by
both  the higher sales volumes and by a greater mix of expendable
sales offset somewhat by new product start-up costs.  The ability
to maintain this percentage of operating income for the full year
will  be dependent on a number of variables including the  volume
through manufacturing plants, the impact of new products on  both
gross  profit  margins and spending and sales  mix  of  equipment
versus consumables.

Corporate Expenses:
Corporate expenses, in local currency increased from $8.5 million
to $14.8 million in the second quarter of 2000 as compared to the
same  quarter of the prior year.  The increased expenses  related
primarily to incremental variable compensation expense associated
with  the  improved  financial performance  of  the  Company  and
additional  spending  due  to  higher  sales  volumes.   For  the
remainder  of  the  year, Corporate expenses are  anticipated  to
remain consistent with the second quarter of 2000.

Consolidated Results

Gross  profit margins were 54% of sales, in local currencies,  in
the  second  quarter  of  2000 and 1999.  Improvements  in  gross
profit margins in the second quarter in 2000 from increased sales
volume  were offset by additional new product start up costs  and
an unfavorable mix on hardware to expendable sales which resulted
in  no  net improvement in margins as compared to the same period
last year.  Factors influencing the Company's ability to maintain
the  gross profit margins reported in the second quarter of  2000
for  the  remainder of the year  include the mix of  hardware  to
expendables sales, the level of new product sales and the  volume
through manufacturing plants.








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

Selling,  general  and administrative expenses (SG&A),  in  local
currencies,  increased  14%  in the second  quarter  of  2000  as
compared  to  the  second  quarter  of  1999.  This  increase  is
primarily  attributed  to employee costs related  to  incremental
variable  compensation earned in the second quarter of 2000  over
amounts  earned  in  the  same period  last  year  and  increased
spending  due  to  higher sales volume.  As a percentage  of  net
sales,  SG&A expenses in local currencies decreased approximately
3  percentage points.  The Company expects that for the remainder
of  the  year  SG&A  as  a percentage of net  sales  will  remain
consistent with second quarter results.

Research  and  development (R&D) expenses, in  local  currencies,
increased  14% in the second quarter of 2000 as compared  to  the
second  quarter  of  1999. This increase is  due  to  incremental
variable  compensation expense, additional R&D program costs  and
increased headcounts.  R&D expenses as a percentage of sales were
6.3% in the second quarter of 2000 and the Company has set target
R&D spending levels of 7% for the remainder of the year.

Net  interest expense decreased in the second quarter of 2000  as
compared  to the second quarter of 1999 primarily as a result  of
additional interest income and lower average borrowings offset by
a  slight  increase  in average rates.  The Company  expects  net
interest expense for the remainder of 2000 to be lower than  1999
due  to  lower average borrowings.  The Company does  not  expect
that  increases in interest rates will have a material effect  on
interest expense.

During  the second quarter of 2000, the Company sold its holdings
in  Oxford  GlycoSciences Plc, resulting in a  gain  on  sale  of
securities  of $7.5 million which was offset by the write-off  of
investment  holdings  in a privately held U.S.  company  of  $3.3
million.

In  the second quarter of 2000, the Company adjusted its expected
full  year tax rate from operations from 21%, as reported in  the
first quarter of 2000, to 22%.  This resulted in an effective tax
rate  of  23%  in the second quarter.  The increase  was  due  to
improved results in countries with higher tax rates.

Foreign Exchange
A  substantial  portion  of the Company's business  is  conducted
outside of the United States through its foreign subsidiaries and
generally  in  local  currencies.   Approximately  25%   of   the
Company's  sales  are derived from Europe where the  U.S.  dollar
continued  to  strengthen  against the  Euro  during  the  second
quarter  of 2000.  The Company is able to partially mitigate  the
impact of fluctuations in the Euro by active management of  cross
border  currency flows and material sourcing.  Additionally,  the
Company  has significant exposure to changes in the Japanese  yen
that  can  not be mitigated through normal financing or operating
activities.   Accordingly,  the net equity  exposure  is  managed
through the use of debt swap agreements. Generally, 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.
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 reflected a lower estimate  for
severance  pay  and lease cancellation costs.  The  reduction  in
severance  cost  was attributable to higher levels  of  attrition
than  originally anticipated and impacted employees filling  open
positions as demand increased due to improved sales volume. As of
June  30,  2000, 605 employees, of the planned 620, had left  the
Company.   Under  the  terms  of the  severance  agreements,  the
Company  expects to pay severance and associated benefits through
2000.  Certain  of  the  manufacturing consolidations  originally
planned for 1999 were delayed to the second half of 2000  due  to
delays in facility preparation and customer requirements.






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

Capital Resources and Liquidity

Cash generated by operations in the first six months of 2000  was
$22.0  million compared to $37.7 million in the first six  months
of  1999.  This decrease in cash flow was primarily the result of
increased accounts receivable and inventories offset by  improved
operating  income.   The  increase  in  accounts  receivable  was
attributable to increased sales volume.  Accounts receivable days
sales outstanding increased from 80 days in the second quarter of
1999  to  81  days  in the second quarter of 2000.   The  Company
continues  to  aggressively  manage  its  collection  activities.
Inventory  levels  were increased to meet anticipated  levels  of
future  sales  predominately  in  the  Microelectronics  business
segment.

Operating cash flow generated by the Company during the first six
months  of  2000  was  used  to invest  in  property,  plant  and
equipment  and  pay  down  debt and pay  dividends.  The  Company
expects  to  spend approximately $45 million for property,  plant
and  equipment during 2000. During the first six months of  2000,
the  Company received $8.8 million from the sale of property  and
$23.4 million from the exercise of employee stock options.

In  December  1999 the Company's sole supplier of a critical  raw
material  used  in  the  manufacture  of  one  type  of  membrane
incorporated  into  products  sold  by  the  Biopharmaceutical  &
Research  business  segment advised the  Company  that  it  would
discontinue  manufacture of that raw material during  the  second
half  of  2000.  In  the  second  quarter  of  2000  the  Company
established  supply arrangements with a successor to  the  former
supplier  of this raw material.  The Company believes that  these
arrangements will provide an adequate source of supply  for  this
raw material.

The  Company is required to provide cash collateralization on one
of its yen denominated debt swap agreements if (and to the extent
that) the net value of the Company's position falls below the net
value  of the counterparty's position. While this will not impact
the  Company's foreign exchange exposure, it could impact  short-
term  liquidity  and compliance with certain  debt  covenants  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.


Item  3.   Quantitative and Qualitative Disclosures About  Market
Risk

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.

                   Part II - Other Information


Item 6.  Exhibits and Reports on Form 8-K

a.   Exhibits
  27   Article 5 Financial Data Schedule - for the six months ended
  June 30, 2000

b.        Report on Form 8-K
  No reports on Form 8-K have been filed by the Company during
the fiscal quarter ended June 30, 2000.





                              -11-

                           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 8, 2000                /S/Donald B. Melson
Date                          Donald B. Melson
                              Corporate Controller and Chief
                              Accounting Officer