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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended October 2, 2004 or



| ̈ | Transition report pursuant to Section 13 or 15(d) of the Securities Act of 1934
|- | -------------------------------------------------------------------------------



For the transition period from  to



Commission File Number 001-09781 (0-1052)



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MILLIPORE CORPORATION

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Massachusetts                                                  |  | 04-2170233                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|290 Concord Road, Billerica, MA                                |  | 01821                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



(978) 715-4321

(Registrants telephone number, including area code)



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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 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 ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act

Rule
12b-2).    Yes  x    No ̈



As of October 22, 2004, there were 49,730,078 shares of the
registrants Common Stock outstanding.



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##### Table of Contents

MILLIPORE CORPORATION



INDEX TO FORM
10-Q



|           |  |                                                                                                                        |  |   
|---------- |  | ---------------------------------------------------------------------------------------------------------------------- |  | --
|PART I.    |  | FINANCIAL INFORMATION                                                                                                  |  |   
|           |  |                                                                                                                       
|Item 1.    |  | Condensed Consolidated Financial Statements                                                                            |  |   
|           |  | Condensed Consolidated Balance Sheets at October 2, 2004 and December 31, 2003                                         |  | 3 
|           |  | Condensed Consolidated Statements of Income for the three and nine months ended October 2, 2004 and September 27, 2003 |  | 4 
|           |  | Condensed Consolidated Statements of Cash Flows for the nine months ended October 2, 2004 and September 27, 2003       |  | 5 
|           |  | Notes to Condensed Consolidated Financial Statements                                                                   |  | 6 
|           |  |                                                                                                                       
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                  |  | 11
|           |  |                                                                                                                       
|Item 3.    |  | Quantitative and Qualitative Disclosure about Market Risk                                                              |  | 22
|           |  |                                                                                                                       
|Item 4.    |  | Controls and Procedures                                                                                                |  | 22
|           |  |                                                                                                                       
|PART II.   |  | OTHER INFORMATION                                                                                                      |  |   
|           |  |                                                                                                                       
|Item 6.    |  | Exhibits                                                                                                               |  | 22
|           |  |                                                                                                                       
|Signatures |  |                                                                                                                        |  | 23
|           |  |                                                                                                                       
|Exhibits   |  |                                                                                                                        |  | 24



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MILLIPORE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)



|                                           |  |                 |          |   |                   |   |          |  
|------------------------------------------ |  | --------------- | -------- | - | ----------------- | - | -------- | -
|                                           |  | October 2, 2004 |          |   | December 31, 2003 |  
|ASSETS                                     |  |                 |          |   |                   |   |          |  
|Current assets:                            |  |                 |          |   |                   |   |          |  
|Cash and cash equivalents                  |  | $               | 150,372  |   |                   | $ | 147,027  |  
|Accounts receivable, net                   |  |                 | 173,409  |   |                   |   | 174,979  |  
|Inventories                                |  |                 | 138,808  |   |                   |   | 137,757  |  
|Deferred income taxes                      |  |                 | 51,092   |   |                   |   | 51,092   |  
|Other current assets                       |  |                 | 10,187   |   |                   |   | 5,507    |  
|                                           |  |                 |          |   |                   |   |          |  
|Total current assets                       |  |                 | 523,868  |   |                   |   | 516,362  |  
|Property, plant and equipment, net         |  |                 | 326,200  |   |                   |   | 316,890  |  
|Deferred income taxes                      |  |                 | 77,226   |   |                   |   | 77,226   |  
|Intangible assets, net                     |  |                 | 23,004   |   |                   |   | 25,348   |  
|Goodwill                                   |  |                 | 9,433    |   |                   |   | 9,433    |  
|Other assets                               |  |                 | 6,736    |   |                   |   | 6,014    |  
|                                           |  |                 |          |   |                   |   |          |  
|Total assets                               |  | $               | 966,467  |   |                   | $ | 951,273  |  
|                                           |  |                 |          |   |                   |   |          |  
|LIABILITIES AND SHAREHOLDERS EQUITY       |  |                 |          |   |                   |   |          |  
|Current liabilities:                       |  |                 |          |   |                   |   |          |  
|Current portion of long-term debt          |  | $               |         |   |                   | $ | 75,000   |  
|Accounts payable                           |  |                 | 52,642   |   |                   |   | 60,836   |  
|Accrued expenses                           |  |                 | 72,131   |   |                   |   | 69,819   |  
|Accrued retirement plan contributions      |  |                 | 5,038    |   |                   |   | 6,100    |  
|Accrued income taxes payable               |  |                 | 12,716   |   |                   |   | 7,294    |  
|                                           |  |                 |          |   |                   |   |          |  
|Total current liabilities                  |  |                 | 142,527  |   |                   |   | 219,049  |  
|Long-term debt                             |  |                 | 199,758  |   |                   |   | 216,000  |  
|Other liabilities                          |  |                 | 57,691   |   |                   |   | 55,183   |  
|                                           |  |                 |          |   |                   |   |          |  
|Total liabilities                          |  |                 | 399,976  |   |                   |   | 490,232  |  
|                                           |  |                 |          |   |                   |   |          |  
|Shareholders equity:                      |  |                 |          |   |                   |   |          |  
|Common stock                               |  |                 | 56,988   |   |                   |   | 56,988   |  
|Additional paid-in capital                 |  |                 | 94,220   |   |                   |   | 93,035   |  
|Retained earnings                          |  |                 | 616,385  |   |                   |   | 532,872  |  
|Unearned compensation                      |  |                 | (156     | ) |                   |   | (631     | )
|Accumulated other comprehensive income     |  |                 | 11,376   |   |                   |   | 15,773   |  
|                                           |  |                 |          |   |                   |   |          |  
|                                           |  |                 | 778,813  |   |                   |   | 698,037  |  
|Less: Treasury stock at cost               |  |                 | (212,322 | ) |                   |   | (236,996 | )
|                                           |  |                 |          |   |                   |   |          |  
|Total shareholders equity                 |  |                 | 566,491  |   |                   |   | 461,041  |  
|                                           |  |                 |          |   |                   |   |          |  
|Total liabilities and shareholders equity |  | $               | 966,467  |   |                   | $ | 951,273  |  
|                                           |  |                 |          |   |                   |   |          |  



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



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##### Table of Contents

MILLIPORE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)



|                                             |  |                    |         |   |                   |   |         |             |  |   |               |   |  |   |         |  
|-------------------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | ----------- |  | - | ------------- | - |  | - | ------- | -
|                                             |  | Three Months Ended |         |   | Nine months Ended |  
|                                             |  | Oct. 2,2004        |         |   | Sept. 27,2003     |   |         | Oct. 2,2004 |  |   | Sept. 27,2003 |  
|Net sales                                    |  | $                  | 210,724 |   |                   | $ | 200,053 |             |  | $ | 657,861       |   |  | $ | 583,872 |  
|Cost of sales                                |  |                    | 97,405  |   |                   |   | 91,563  |             |  |   | 301,556       |   |  |   | 262,423 |  
|                                             |  |                    |         |   |                   |   |         |             |  |   |               |   |  |   |         |  
|Gross profit                                 |  |                    | 113,319 |   |                   |   | 108,490 |             |  |   | 356,305       |   |  |   | 321,449 |  
|                                             |  |                    |         |  
|Selling, general and administrative expenses |  |                    | 64,021  |   |                   |   | 60,030  |             |  |   | 198,779       |   |  |   | 181,869 |  
|Research and development expenses            |  |                    | 15,149  |   |                   |   | 14,030  |             |  |   | 47,183        |   |  |   | 41,908  |  
|Restructuring and other                      |  |                    |        |   |                   |   | (796    | )           |  |   |              |   |  |   | (1,400  | )
|                                             |  |                    |         |   |                   |   |         |             |  |   |               |   |  |   |         |  
|Operating income                             |  |                    | 34,149  |   |                   |   | 35,226  |             |  |   | 110,343       |   |  |   | 99,072  |  
|                                             |  |                    |         |  
|Interest income                              |  |                    | 584     |   |                   |   | 441     |             |  |   | 1,225         |   |  |   | 1,205   |  
|Interest expense                             |  |                    | (2,437  | ) |                   |   | (3,980  | )           |  |   | (7,416        | ) |  |   | (12,317 | )
|                                             |  |                    |         |   |                   |   |         |             |  |   |               |   |  |   |         |  
|Income before income taxes                   |  |                    | 32,296  |   |                   |   | 31,687  |             |  |   | 104,152       |   |  |   | 87,960  |  
|Provision for income taxes                   |  |                    | 7,267   |   |                   |   | 7,130   |             |  |   | 23,434        |   |  |   | 19,791  |  
|                                             |  |                    |         |   |                   |   |         |             |  |   |               |   |  |   |         |  
|Net income                                   |  | $                  | 25,029  |   |                   | $ | 24,557  |             |  | $ | 80,718        |   |  | $ | 68,169  |  
|                                             |  |                    |         |   |                   |   |         |             |  |   |               |   |  |   |         |  
|Basic income per share                       |  | $                  | 0.50    |   |                   | $ | 0.50    |             |  | $ | 1.63          |   |  | $ | 1.41    |  
|                                             |  |                    |         |   |                   |   |         |             |  |   |               |   |  |   |         |  
|Diluted income per share                     |  | $                  | 0.50    |   |                   | $ | 0.50    |             |  | $ | 1.61          |   |  | $ | 1.39    |  
|                                             |  |                    |         |   |                   |   |         |             |  |   |               |   |  |   |         |  
|Weighted average shares outstanding:         |  |                    |         |   |                   |   |         |             |  |   |               |   |  |   |         |  
|Basic                                        |  |                    | 49,649  |   |                   |   | 48,630  |             |  |   | 49,382        |   |  |   | 48,499  |  
|Diluted                                      |  |                    | 50,392  |   |                   |   | 49,356  |             |  |   | 50,192        |   |  |   | 48,899  |  



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



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MILLIPORE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                                  |  |                   |         |   |               |   |         |  
|--------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ------------- | - | ------- | -
|                                                                                  |  | Nine months ended |        
|                                                                                  |  | Oct. 2,2004       |         |   | Sept. 27,2003 |  
|Cash flows from operating activities:                                             |  |                   |         |   |               |   |         |  
|Net income                                                                        |  | $                 | 80,718  |   |               | $ | 68,169  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                   |         |   |               |   |         |  
|Depreciation and amortization                                                     |  |                   | 32,405  |   |               |   | 29,120  |  
|Gain on sale of property, plant and equipment                                     |  |                   |        |   |               |   | (796    | )
|Compensation expense related to stock options                                     |  |                   | 1,658   |   |               |   | 620     |  
|Change in operating assets and liabilities:                                       |  |                   |         |   |               |   |         |  
|Increase in accounts receivable                                                   |  |                   | (601    | ) |               |   | (8,701  | )
|Increase in inventories                                                           |  |                   | (1,909  | ) |               |   | (14,759 | )
|Increase in other current assets                                                  |  |                   | (4,695  | ) |               |   | (1,487  | )
|(Increase) decrease in other assets                                               |  |                   | (954    | ) |               |   | 1,436   |  
|(Decrease) increase in accounts payable and accrued expenses                      |  |                   | (4,908  | ) |               |   | 7,164   |  
|Decrease in accrued retirement plan contributions                                 |  |                   | (1,069  | ) |               |   | (1,102  | )
|Increase in accrued income taxes                                                  |  |                   | 5,453   |   |               |   | 5,737   |  
|Increase in other liabilities                                                     |  |                   | 1,771   |   |               |   | 2,820   |  
|                                                                                  |  |                   |         |   |               |   |         |  
|Net cash provided by operating activities                                         |  |                   | 107,869 |   |               |   | 88,221  |  
|                                                                                  |  |                   |         |   |               |   |         |  
|Cash flows from investing activities:                                             |  |                   |         |   |               |   |         |  
|Additions to property, plant and equipment                                        |  |                   | (40,669 | ) |               |   | (49,326 | )
|Proceeds from sale of property, plant and equipment                               |  |                   |        |   |               |   | 1,250   |  
|                                                                                  |  |                   |         |   |               |   |         |  
|Net cash used in investing activities                                             |  |                   | (40,669 | ) |               |   | (48,076 | )
|                                                                                  |  |                   |         |   |               |   |         |  
|Cash flows from financing activities:                                             |  |                   |         |   |               |   |         |  
|Proceeds from issuance of treasury stock under stock plans                        |  |                   | 27,453  |   |               |   | 10,611  |  
|Repayment of debt                                                                 |  |                   | (75,000 | ) |               |   |        |  
|Net repayments of revolver borrowings                                             |  |                   | (16,242 | ) |               |   | (5,500  | )
|                                                                                  |  |                   |         |   |               |   |         |  
|Net cash (used in) provided by financing activities                               |  |                   | (63,789 | ) |               |   | 5,111   |  
|                                                                                  |  |                   |         |   |               |   |         |  
|Effect of foreign exchange rates on cash and cash equivalents                     |  |                   | (66     | ) |               |   | 6,606   |  
|                                                                                  |  |                   |         |   |               |   |         |  
|Net increase in cash and cash equivalents                                         |  |                   | 3,345   |   |               |   | 51,862  |  
|Cash and cash equivalents at beginning of period                                  |  |                   | 147,027 |   |               |   | 101,242 |  
|                                                                                  |  |                   |         |   |               |   |         |  
|Cash and cash equivalents at end of period                                        |  | $                 | 150,372 |   |               | $ | 153,104 |  
|                                                                                  |  |                   |         |   |               |   |         |  



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



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MILLIPORE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share data)



1. General



Millipore Corporation (Millipore, our or we) is a multinational bioscience company that provides technologies, tools
and services for the discovery, development and production of therapeutic drugs and for other purposes. We serve customers in the worldwide biotechnology, life science research and other bioscience markets with a variety of products and services
used in the purification, separation and analysis of fluids. Our products are based on a variety of enabling technologies, including membrane filtration and chromatography.



A variety of our products are used in the biotechnology market by biotechnology and pharmaceutical companies that
manufacture therapeutic products based on recombinant proteins. A number of our products are used by our customers in the life science research market for drug discovery and drug development. A range of our products have general applications in the
other bioscience market in non-biological pharmaceutical manufacturing, clinical and analytical laboratories, environmental monitoring and quality control.



The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and,
accordingly, these footnotes condense or omit information and disclosures which substantially duplicate information provided in our latest audited financial statements. These financial statements should be read in conjunction with the financial
statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2003.



Certain reclassifications have been made to prior years financial statements to conform to the 2004 presentation.



Our interim fiscal quarter typically ends on the thirteenth Saturday of each
quarter. Since our fiscal year-end is December 31, the first and fourth fiscal quarters may not consist of precisely thirteen weeks. The third fiscal quarters for 2004 and 2003 ended on October 2, 2004 and September 27, 2003, respectively.



In the opinion of our management, these financial statements
reflect all adjustments necessary for a fair presentation of the results for the interim periods presented. The accompanying unaudited condensed consolidated financial statements are not necessarily indicative of future trends or our operations for
the entire year.



2. Stock-based Compensation



At October 2, 2004, we have a stock-based employee compensation plan and a
non-employee director stock option plan from which we currently grant stock options. We apply the recognition and measurement provisions of Accounting Principles Board Opinion No. 25 (APB 25), Accounting for Stock Issued to
Employees, and related interpretations in accounting for those plans. Stock-based employee compensation expense was recognized as an expense during the quarter ended October 2, 2004 in relation to the CEO separation agreement. Stock-based
employee compensation expense related to vesting of shares of restricted stock is recognized as an expense. These shares of restricted stock were granted at no cost to employees in prior years.



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MILLIPORE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(In thousands, except per
share data)



The following table illustrates the effect on
net income and earnings per share as if we had applied the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-based Compensation, to stock-based
employee compensation for the three and nine months ended October 2, 2004 and September 27, 2003.



|                                                                                                                                  |  |                    |        |   |                   |   |        |              |  |   |                |   |  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | - | ----------------- | - | ------ | ------------ |  | - | -------------- | - |  | - | ------- | -
|                                                                                                                                  |  | Three Months Ended |        |   | Nine months ended |  
|                                                                                                                                  |  | Oct. 2, 2004       |        |   | Sept. 27, 2003    |   |        | Oct. 2, 2004 |  |   | Sept. 27, 2003 |  
|Net income, as reported                                                                                                           |  | $                  | 25,029 |   |                   | $ | 24,557 |              |  | $ | 80,718         |   |  | $ | 68,169  |  
|                                                                                                                                  |  |                    |        |  
|Add: Stock-based employee compensation expense included in reported net income, net of related tax effects                        |  |                    | 580    |   |                   |   | 160    |              |  |   | 1,287          |   |  |   | 480     |  
|                                                                                                                                  |  |                    |        |  
|Deduct: Stock-based employee compensation expense determined under fair value based method, net of related tax effects, pro
forma |  |                    | (6,892 | ) |                   |   | (5,067 | )            |  |   | (19,087        | ) |  |   | (15,200 | )
|                                                                                                                                  |  |                    |        |   |                   |   |        |              |  |   |                |   |  |   |         |  
|Pro forma net income                                                                                                              |  | $                  | 18,717 |   |                   | $ | 19,650 |              |  | $ | 62,918         |   |  | $ | 53,449  |  
|                                                                                                                                  |  |                    |        |   |                   |   |        |              |  |   |                |   |  |   |         |  
|Earnings per share:                                                                                                               |  |                    |        |   |                   |   |        |              |  |   |                |   |  |   |         |  
|Basic, as reported                                                                                                                |  | $                  | 0.50   |   |                   | $ | 0.50   |              |  | $ | 1.63           |   |  | $ | 1.41    |  
|                                                                                                                                  |  |                    |        |   |                   |   |        |              |  |   |                |   |  |   |         |  
|Basic, pro forma                                                                                                                  |  | $                  | 0.38   |   |                   | $ | 0.40   |              |  | $ | 1.27           |   |  | $ | 1.10    |  
|                                                                                                                                  |  |                    |        |   |                   |   |        |              |  |   |                |   |  |   |         |  
|Diluted, as reported                                                                                                              |  | $                  | 0.50   |   |                   | $ | 0.50   |              |  | $ | 1.61           |   |  | $ | 1.39    |  
|                                                                                                                                  |  |                    |        |   |                   |   |        |              |  |   |                |   |  |   |         |  
|Diluted, pro forma                                                                                                                |  | $                  | 0.37   |   |                   | $ | 0.40   |              |  | $ | 1.25           |   |  | $ | 1.09    |  
|                                                                                                                                  |  |                    |        |   |                   |   |        |              |  |   |                |   |  |   |         |  



The fair value of each
option grant is estimated on the date of the grant using the Black-Scholes model. The assumptions used in the Black-Scholes calculation for the three and nine months ended October 2, 2004 and September 27, 2003 included an expected life of five
years, a dividend rate of zero, expected volatility of 40%, and weighted average risk-free interest rates of 3.5% and 3.1% for the three and nine months ended October 2, 2004, respectively, and 4.2% for the three and nine months ended September 27,
2003.



3. Inventories



Inventories at October 2, 2004 and December 31, 2003, stated at the lower of
first-in, first-out (FIFO) cost or market, consisted of the following:



|                |  |                |         |                  |   |        
|--------------- |  | -------------- | ------- | ---------------- | - | -------
|                |  | October 2,2004 |         | December 31,2003
|Raw materials   |  | $              | 32,329  |                  | $ | 36,460 
|Work in process |  |                | 41,802  |                  |   | 40,034 
|Finished goods  |  |                | 64,677  |                  |   | 61,263 
|                |  |                |         |                  |   |        
|                |  | $              | 138,808 |                  | $ | 137,757
|                |  |                |         |                  |   |        



4. Property, Plant and Equipment



Accumulated depreciation on property, plant and equipment
was $247,863 at October 2, 2004 and $222,911 at December 31, 2003.



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MILLIPORE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(In thousands, except per
share data)



5. Intangible Assets, net



Intangible assets consisted of the following at October 2, 2004 and December
31, 2003:



|                                   |  |                        |        |                         |   |         |                      |  |                      |        |  |            
|---------------------------------- |  | ---------------------- | ------ | ----------------------- | - | ------- | -------------------- |  | -------------------- | ------ |  | -----------
|                                   |  | GrossIntangible Assets |        | AccumulatedAmortization |   |         | NetIntangible Assets |  | EstimatedUseful Life
|October 2, 2004                    |  |                        |        |                         |   |         |                      |  |                      |        |  |            
|Patented and unpatented technology |  | $                      | 22,399 |                         | $ | (13,594 | )                    |  | $                    | 8,805  |  | 4 20 years
|Trade names                        |  |                        | 19,206 |                         |   | (7,256  | )                    |  |                      | 11,950 |  | 8 20 years
|Licenses and other                 |  |                        | 5,491  |                         |   | (3,242  | )                    |  |                      | 2,249  |  | 5 10 years
|                                   |  |                        |        |                         |   |         |                      |  |                      |        |  |            
|Total                              |  | $                      | 47,096 |                         | $ | (24,092 | )                    |  | $                    | 23,004 |  |            
|                                   |  |                        |        |                         |   |         |                      |  |                      |        |  |            
|December 31, 2003                  |  |                        |        |                         |   |         |                      |  |                      |        |  |            
|Patented and unpatented technology |  | $                      | 22,399 |                         | $ | (12,325 | )                    |  | $                    | 10,074 |  | 4 20 years
|Trade names                        |  |                        | 18,995 |                         |   | (6,339  | )                    |  |                      | 12,656 |  | 8 20 years
|Licenses and other                 |  |                        | 5,539  |                         |   | (2,921  | )                    |  |                      | 2,618  |  | 5 10 years
|                                   |  |                        |        |                         |   |         |                      |  |                      |        |  |            
|Total                              |  | $                      | 46,933 |                         | $ | (21,585 | )                    |  | $                    | 25,348 |  |            
|                                   |  |                        |        |                         |   |         |                      |  |                      |        |  |            



Amortization expense
for the nine months ended October 2, 2004 and September 27, 2003 was $2,507 and $2,550, respectively.



The estimated aggregate amortization expense for intangible assets owned as of October 2, 2004 for each of the five succeeding years is as follows:



|                  |  |   |       
|----------------- |  | - | ------
|Remainder of 2004 |  | $ | 829   
|2005              |  |   | 3,140 
|2006              |  |   | 3,026 
|2007              |  |   | 2,124 
|2008              |  |   | 1,900 
|Thereafter        |  |   | 11,985
|                  |  |   |       
|Total             |  | $ | 23,004
|                  |  |   |       



6. Notes Payable



We repaid the $75,000, 7.23% note upon maturity on March 4, 2004.



7. Employee Retirement Plans



The following tables summarize the funded status of the U.S. Employee
Retirement Plans at October 2, 2004 and September 27, 2003, based on SFAS No. 132 (revised 2003), Employers Disclosures about Pensions and Other Postretirement Benefits.



|                                         |  |                    |      |   |                   |   |      |              |  |   |                |   |  |   |      |  
|---------------------------------------- |  | ------------------ | ---- | - | ----------------- | - | ---- | ------------ |  | - | -------------- | - |  | - | ---- | -
|                                         |  | Pension Benefits   |     
|                                         |  | Three Months Ended |      |   | Nine months Ended |  
|                                         |  | Oct. 2, 2004       |      |   | Sept. 27, 2003    |   |      | Oct. 2, 2004 |  |   | Sept. 27, 2003 |  
|Components of net periodic benefit cost: |  |                    |      |   |                   |   |      |              |  |   |                |   |  |   |      |  
|Service cost                             |  | $                  | (106 | ) |                   | $ | (69  | )            |  | $ | (318           | ) |  | $ | (207 | )
|Interest cost                            |  |                    | 320  |   |                   |   | 243  |              |  |   | 960            |   |  |   | 729  |  
|Expected return on plan assets           |  |                    | (283 | ) |                   |   | (180 | )            |  |   | (849           | ) |  |   | (540 | )
|Amortization of prior service cost       |  |                    | 2    |   |                   |   | 2    |              |  |   | 6              |   |  |   | 6    |  
|Amortization of net loss                 |  |                    | 192  |   |                   |   | 154  |              |  |   | 576            |   |  |   | 462  |  
|                                         |  |                    |      |   |                   |   |      |              |  |   |                |   |  |   |      |  
|Net periodic benefit cost                |  | $                  | 125  |   |                   | $ | 150  |              |  | $ | 375            |   |  | $ | 450  |  
|                                         |  |                    |      |   |                   |   |      |              |  |   |                |   |  |   |      |  



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##### Table of Contents

MILLIPORE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(In thousands, except per
share data)



|                                         |  |                               |     |                   |   |              |  |                |     |  |   |      
|---------------------------------------- |  | ----------------------------- | --- | ----------------- | - | ------------ |  | -------------- | --- |  | - | -----
|                                         |  | Other Postretirement Benefits
|                                         |  | Three Months Ended            |     | Nine months Ended
|                                         |  | Oct. 2, 2004                  |     | Sept. 27, 2003    |   | Oct. 2, 2004 |  | Sept. 27, 2003
|Components of net periodic benefit cost: |  |                               |     |                   |   |              |  |                |     |  |   |      
|Service benefit                          |  | $                             | 138 |                   | $ | 180          |  | $              | 414 |  | $ | 540  
|Interest cost                            |  |                               | 187 |                   |   | 258          |  |                | 561 |  |   | 774  
|                                         |  |                               |     |                   |   |              |  |                |     |  |   |      
|Net periodic benefit cost                |  | $                             | 325 |                   | $ | 438          |  | $              | 975 |  | $ | 1,314
|                                         |  |                               |     |                   |   |              |  |                |     |  |   |      



We expect to
contribute $1,005 to our U.S. pension plan and $481 to our other post-retirement medical and life insurance plan in 2004. As of October 2, 2004, $780 of contributions have been made to our U.S. pension plan and $380 of contributions have been made
to our post-retirement medical and life insurance plan.



We
sponsor various non-U.S. retirement plans. The accrued pension cost for these plans is included in other long-term liabilities in the consolidated balance sheets. We expect to record pension costs related to our German plan totaling $1,560 for the
full year of 2004 of which $1,061 was recorded in the third quarter of 2004.



8. Basic and Diluted Earnings per Share



The
following table presents share information used to calculate earnings per share (EPS):



|                                                           |  |                    |  |                   |  |              |  |               
|---------------------------------------------------------- |  | ------------------ |  | ----------------- |  | ------------ |  | --------------
|                                                           |  | Three Months Ended |  | Nine months Ended
|                                                           |  | Oct. 2, 2004       |  | Sept. 27, 2003    |  | Oct. 2, 2004 |  | Sept. 27, 2003
|Weighted average common shares outstanding for basic EPS   |  | 49,649             |  | 48,630            |  | 49,382       |  | 48,499        
|Dilutive effect of stock options                           |  | 716                |  | 704               |  | 783          |  | 382           
|Dilutive effect of restricted stock                        |  | 27                 |  | 22                |  | 27           |  | 18            
|                                                           |  |                    |  |                   |  |              |  |               
|Weighted average common shares outstanding for diluted EPS |  | 50,392             |  | 49,356            |  | 50,192       |  | 48,899        
|                                                           |  |                    |  |                   |  |              |  |               



For the three months
ended October 2, 2004 and September 27, 2003, outstanding stock options of 2,953 and 1,817, respectively, with purchase prices in excess of our average common stock fair value for the related period, were excluded from the calculation of diluted
earnings per share because their inclusion would have been antidilutive. For the nine months ended October 2, 2004 and September 27, 2003, outstanding stock options of 2,777 and 2,889, respectively, with purchase prices in excess of our average
common stock fair value for the related period, were excluded from the calculation of diluted earnings per share because their inclusion would have been antidilutive. Antidilutive options could become dilutive in the future.



9. Comprehensive Income



The following table presents the components of comprehensive income, net of taxes:



|                                                     |  |                    |        |                   |                |   |              |  |   |                |   |  |   |       
|---------------------------------------------------- |  | ------------------ | ------ | ----------------- | -------------- | - | ------------ |  | - | -------------- | - |  | - | ------
|                                                     |  | Three Months Ended |        | Nine months Ended
|                                                     |  | Oct. 2, 2004       |        |                   | Sept. 27, 2003 |   | Oct. 2, 2004 |  |   | Sept. 27, 2003
|Net unrealized gain on securities available for sale |  | $                  | 17     |                   |                | $ | 10           |  | $ | 28             |   |  | $ | 15    
|Minimum pension liability adjustment                 |  |                    | (917   | )                 |                |   |             |  |   | (917           | ) |  |   |      
|Foreign currency translation adjustments             |  |                    | 2,154  |                   |                |   | 4,235        |  |   | (3,508         | ) |  |   | 25,122
|                                                     |  |                    |        |                   |                |   |              |  |   |                |   |  |   |       
|Other comprehensive income (loss)                    |  |                    | 1,254  |                   |                |   | 4,245        |  |   | (4,397         | ) |  |   | 25,137
|Net income                                           |  |                    | 25,029 |                   |                |   | 24,557       |  |   | 80,718         |   |  |   | 68,169
|                                                     |  |                    |        |                   |                |   |              |  |   |                |   |  |   |       
|Total comprehensive income                           |  | $                  | 26,283 |                   |                | $ | 28,802       |  | $ | 76,321         |   |  | $ | 93,306
|                                                     |  |                    |        |                   |                |   |              |  |   |                |   |  |   |       



For the quarter ended
October 2, 2004, we recorded a minimum pension liability of $917 in the United Kingdom, as required by SFAS No. 87. The adjustment is reflected in other comprehensive income and other long-term liabilities.



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##### Table of Contents

MILLIPORE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(In thousands, except per
share data)



10. Commitments and Contingencies



During the first quarter of 2004, we entered into new long-term supply
agreements with two of our vendors. These vendors supply us with certain of our critical raw materials. Both of these supply agreements expire in 2008. These supply agreements require us to purchase a minimum of $9,830 during the period of October
2, 2004 through December 31, 2008.



Also during the first
quarter of 2004, an issue arose under our tax sharing agreement relating to the inclusion of Mykrolis Corporation (Mykrolis), our former subsidiary, in our consolidated tax return for portions of 2001 and 2002. The agreement provides
that if Millipore receives a tax benefit (as defined in the agreement) due to the inclusion of Mykrolis, Millipore is required to pay Mykrolis the amount of that benefit. During the first quarter of 2004, we made a payment to Mykrolis of $1,255
pursuant to the tax sharing agreement. Mykrolis has questioned the sufficiency of the payment.



11. Investment in Unconsolidated Affiliates



Our investments in two affiliated companies are accounted for using the equity method. We recorded $1,375 of undistributed earnings during the first nine months of 2004, all of which was recorded in the third quarter
of 2004, and we received dividends from these unconsolidated affiliates totaling $394 during the first nine months of 2004. During the first nine months of 2003, we recorded $270 of undistributed earnings and we received dividends from these
unconsolidated affiliates totaling $253.



12. Transactions with Related
Parties



On April 28, 2004, Francis J. Lunger announced
that he will be stepping down as President and CEO of Millipore when his replacement has been appointed but before March 1, 2005. In connection with Mr. Lungers separation agreement, we expect to record expense of approximately $3,000 relating
to severance, bonus and related benefits which will be recognized over his remaining service period. We also expect to record additional compensation expense of approximately $2,000 to $4,000 relating to stock options, of which approximately $2,000
will be recorded over his remaining service period and the remainder will be recorded upon his separation. The amount of expense, within the above range relating to stock options, will depend upon the timing of the exercise of his stock options. We
have accrued a total of $2,686 for the nine months ended October 2, 2004 related to this separation agreement.



13. Subsequent Events



On October 25, 2004, we announced that Dr. Martin D. Madaus had been appointed President and CEO of Millipore, effective no later than February 1, 2005. He will also be joining the Board of Directors.



On October 22, 2004, President Bush signed the American Jobs Creation Act of
2004 (the AJCA) into law. The AJCA contains a number of provisions which will affect Millipore in the future. We will be reviewing the AJCA over the next few months in order to determine its impact on Millipore.



14. New Accounting Pronouncements



In January 2004, the FASB issued FASB Staff Position (FSP) No.
106-1 and in May 2004 issued FSP No. 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act). The Act introduces a prescription drug
benefit under Medicare as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. FSP No. 106-1 is effective for interim or annual financial
statements of fiscal years ending after December 7, 2003 and FSP No. 106-2 is effective for interim or annual financial statements of fiscal years ending after June 15, 2004. We have elected to defer the accounting for the Act until authoritative
guidance on the accounting for the federal subsidy is issued and are assessing the impact.



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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Basis of Presentation



In this Form 10-Q, unless the context otherwise requires, the terms Millipore, our, us and we shall mean
Millipore Corporation and its subsidiaries.



The following
Managements Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Condensed Consolidated Financial Statements and related notes thereto and other financial information included
elsewhere in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2003. Throughout this discussion, reference will be made to constant currencies, previously referred to as local currencies in our
Annual Report on Form 10-K for the year ended December 31, 2003. Constant currency results represent the foreign currency balances translated to U.S. dollars, in all periods presented, at Millipores predetermined budgeted exchange rates for
2004, thus excluding the impact of fluctuations in the actual foreign currency rates. In addition to analyzing financial results at actual rates of exchange, management uses this presentation because we believe that the constant currency results
provide a clearer presentation of underlying business trends separate from the impact of foreign currency. The U.S. dollar results represent the foreign currency balances translated at actual exchange rates. Our interim fiscal quarter typically ends
on the thirteenth Saturday of each quarter. Since our fiscal year-end is December 31, the first and fourth fiscal quarters may not consist of precisely thirteen weeks. The third fiscal quarters for 2004 and 2003 ended on October 2, 2004 and
September 27, 2003, respectively.



Executive Summary



During the three months ended October 2, 2004 (the
third quarter of 2004) as compared with the three months ended September 27, 2003 (the third quarter of 2003), sales growth was 5%, comprised of 1% growth in constant currencies and a 4% foreign currency impact. In the third
quarter of 2004, sales to the biotechnology market declined 1% in constant currencies. The decline was primarily due to a single $6.4 million shipment in constant currencies ($7.2 million at actual rates of exchange) of chromatography media to a
European customer during the third quarter of 2003. In the life science research market our sales grew 7%. Growth in this market was principally a result of strength in North American pharmaceutical spending in drug discovery and drug development
and partially offset by weakness in government and university spending in Europe and Japan. In the third quarter of 2004, sales to the other biosciences market grew 1% as compared with the third quarter of 2003 due primarily to flat sales of
consumables used in the production of small and large volume parenteral drugs and nutritional products.



Operating income as a percent of sales was 16.2% in the third quarter of 2004 as compared with 17.6% in the third quarter of 2003. The third quarter of
2003 included a $0.8 million gain on the sale of real estate. Selling, general and administrative (SG&A) increased 6.6% in the third quarter of 2004 as compared with the prior year. The current quarter included $1.3 million of
expenses related to CEO accrued severance costs. Research and development (R&D) expenses grew 8.0% as we continued to invest in new product development programs as planned. Cash flows from operations increased to $107.9 million, a
$19.6 million improvement for the nine months of 2004 as compared to the nine months of 2003, as a result of increased net income combined with on-going programs to control working capital. We continue to invest in productive capacity and to reduce
our debt.



During the nine months ended October 2, 2004 as
compared with the nine months ended September 27, 2003, our sales growth was 13% comprised of 7% growth in constant currencies and a 6% foreign currency impact. Sales growth in the third quarter of 2004 was lower than the sales growth in the first
half of 2004 where we achieved 16% growth comprised of 11% constant currency growth and 5% foreign currency impact. The major sources of growth, in constant currencies, for the first nine months of 2004 were in the biotechnology and life science
research markets which grew 11% and 9%, respectively. In the biotechnology market, sales of process scale filtration and chromatography media were particularly strong driven by increased manufacturing campaigns of marketed biotechnology drugs, and
start-up and validation of new customer production lines and their processes. In the life science research market, sales growth was favorably impacted by drug discovery and drug development spending, especially in the United States. Operating income
as a percent of sales was 16.8% in the first nine months of 2004 as compared with 17.0% in the first nine months of 2003. The decline in profitability as a percent of sales was due principally to unfavorable foreign exchange related to products
manufactured in Europe and higher depreciation charges related to our expansion and upgrade of existing manufacturing capacity.



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##### Table of Contents

Critical Accounting Policies and Estimates



This discussion and analysis of our financial condition and results of
operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Our most critical accounting policies had a significant
impact on the preparation of these condensed consolidated financial statements. These policies include estimates and significant judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. We continue to have the same critical accounting policies and estimates as we described in Item 7, on page 14, in our Annual Report on Form 10-K for the year ended December 31, 2003. Those policies and estimates
were identified as those relating to revenue recognition, allowance for doubtful accounts, inventory valuation analysis, valuation of long-lived assets, income tax provision, employee retirement plans and our intention to refinance short-term debt
on a long-term basis. We continue to evaluate our estimates and judgments on an on-going basis. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty. We base our estimates and judgments on historical
experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions.



Results of Operations



Third Quarter of 2004 Compared to the Third Quarter of 2003



Net Sales



The following discussion of net sales summarizes sales growth by the markets
in which our products were used, by the geographies in which our products were sold, and by product types.



Net Sales by Market



We sell our products into the biotechnology, life science research and other bioscience markets. Net sales growth (third quarter of 2004 as compared with
the third quarter of 2003) by market, is summarized in the table below.



|                                  |  |                                    |         |                      |   |         |  |    |   
|--------------------------------- |  | ---------------------------------- | ------- | -------------------- | - | ------- |  | -- | --
|                                  |  | Constant currencies (in thousands) |         | Percent sales growth |  
|                                  |  | 2004                               |         | 2003                 |  
|Biotechnology                     |  | $                                  | 67,935  |                      | $ | 68,305  |  | (1 | )%
|Life Science Research             |  |                                    | 28,060  |                      |   | 26,325  |  | 7  | % 
|Other Bioscience                  |  |                                    | 99,058  |                      |   | 98,028  |  | 1  | % 
|                                  |  |                                    |         |                      |   |         |  |    |   
|Total constant currency net sales |  |                                    | 195,053 |                      |   | 192,658 |  | 1  | % 
|Foreign exchange                  |  |                                    | 15,671  |                      |   | 7,395   |  |    |   
|                                  |  |                                    |         |                      |   |         |  |    |   
|Total U.S. dollar net sales       |  | $                                  | 210,724 |                      | $ | 200,053 |  | 5  | % 
|                                  |  |                                    |         |                      |   |         |  |    |   



|                      |  |                                 |   |  |      |  
|--------------------- |  | ------------------------------- | - |  | ---- | -
|                      |  | % of sales in constant currency |  
|                      |  | 2004                            |   |  | 2003 |  
|Biotechnology         |  | 35                              | % |  | 35   | %
|Life Science Research |  | 14                              | % |  | 14   | %
|Other Bioscience      |  | 51                              | % |  | 51   | %
|                      |  |                                 |   |  |      |  
|Total                 |  | 100                             | % |  | 100  | %
|                      |  |                                 |   |  |      |  



In the biotechnology
market, constant currency sales declined 1% during the third quarter of 2004 as compared with the third quarter of 2003 consisting of a 3% growth in consumables sales offset by a 15% decline in hardware sales. The biotechnology consumable sales
growth rate of 3% in the third quarter of 2004 compares to the 21% sales growth of consumables in the first half of 2004, as compared to 2003. The decline was primarily due to a single $6.4 million shipment in constant currencies ($7.2 million at
actual rates of exchange) of chromatography media to a European customer during the third quarter of 2003. Sales of hardware to biotechnology customers can fluctuate significantly as they are driven by customer timing for capacity expansion.



In the life science research market, constant currency sales
grew 7% during the third quarter of 2004 as compared with the third quarter of 2003. This is primarily the result of a stronger economic climate in North America supporting growth in



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##### Table of Contents

pharmaceutical spending for drug discovery and drug development, and a healthy research and government funding
environment, especially for consumable supplies. In the life science research market, European growth was uneven as business reorganizations occurred at several large pharmaceutical customers. In addition, the French and German research market was
sluggish with limited government funding. In Japan, we saw a decline in spending by university and other research laboratories related to changes in the government funding policies.



In the other bioscience market, constant currency sales grew 1% during the third quarter of 2004 as compared with the third
quarter of 2003. This is primarily due to flat sales of consumables used in the production of small and large volume parenteral drugs and nutritional products.



Net Sales by Geography



Sales growth by geography for the third quarter of 2004 as compared with the third quarter of 2003 is summarized in the table below.



|                                  |  |                                    |         |                      |   |         |  |    |   
|--------------------------------- |  | ---------------------------------- | ------- | -------------------- | - | ------- |  | -- | --
|                                  |  | U.S. dollars (in thousands)        |         | Percent sales growth |  
|                                  |  | 2004                               |         | 2003                 |  
|Americas                          |  | $                                  | 90,160  |                      | $ | 85,072  |  | 6  | % 
|Europe                            |  |                                    | 83,497  |                      |   | 81,525  |  | 2  | % 
|Asia/Pacific                      |  |                                    | 37,067  |                      |   | 33,456  |  | 11 | % 
|                                  |  |                                    |         |                      |   |         |  |    |   
|Total U.S. dollar net sales       |  | $                                  | 210,724 |                      | $ | 200,053 |  | 5  | % 
|                                  |  |                                    |         |                      |   |         |  |    |   
|                                  |  | Constant currencies (in thousands) |         | Percent sales growth |  
|                                  |  | 2004                               |         | 2003                 |  
|Americas                          |  | $                                  | 90,007  |                      | $ | 85,109  |  | 6  | % 
|Europe                            |  |                                    | 69,946  |                      |   | 74,173  |  | (6 | )%
|Asia/Pacific                      |  |                                    | 35,100  |                      |   | 33,376  |  | 5  | % 
|                                  |  |                                    |         |                      |   |         |  |    |   
|Total constant currency net sales |  |                                    | 195,053 |                      |   | 192,658 |  | 1  | % 
|Foreign exchange                  |  |                                    | 15,671  |                      |   | 7,395   |  |    |   
|                                  |  |                                    |         |                      |   |         |  |    |   
|Total U.S. dollar net sales       |  | $                                  | 210,724 |                      | $ | 200,053 |  | 5  | % 
|                                  |  |                                    |         |                      |   |         |  |    |   



|             |  |                                 |   |  |                                        |   |  |      |   |  |      |  
|------------ |  | ------------------------------- | - |  | -------------------------------------- | - |  | ---- | - |  | ---- | -
|             |  | % of total sales inU.S. dollars |   |  | % of total sales inconstant currencies |  
|             |  | 2004                            |   |  | 2003                                   |   |  | 2004 |   |  | 2003 |  
|Americas     |  | 43                              | % |  | 42                                     | % |  | 46   | % |  | 44   | %
|Europe       |  | 40                              | % |  | 41                                     | % |  | 36   | % |  | 39   | %
|Asia/Pacific |  | 17                              | % |  | 17                                     | % |  | 18   | % |  | 17   | %
|             |  |                                 |   |  |                                        |   |  |      |   |  |      |  
|Total        |  | 100                             | % |  | 100                                    | % |  | 100  | % |  | 100  | %
|             |  |                                 |   |  |                                        |   |  |      |   |  |      |  



The Americas achieved
constant currency sales growth of 6%, driven by strong sales of process scale sterilizing consumable cartridges to our pharmaceutical and biotechnology customers. In addition, U.S. sales of life science research consumables benefited as
pharmaceutical customers increased spending for drug discovery and research projects. The improving economy in the U.S. also helped stimulate growth in both private and publicly funded laboratories. In Europe, the 6% decline in customer sales, in
constant currencies, was primarily due to a single $6.4 million shipment in constant currencies ($7.2 million at actual rates of exchange) of chromatography media to a biotechnology customer during the third quarter of 2003. While sales of
laboratory water purification instruments and consumables, in general, remained strong in the European market, sales to government sponsored research laboratories in France and Germany slowed because of funding constraints. In addition, sales to
large pharmaceutical customers in France have been sluggish due to several corporate reorganizations in progress. The growth in the Asia/Pacific region remained modest, particularly in the life science market as the Japanese government and
universities adapted to new government policies involving the administration and utilization of research grants.



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During the third quarter of 2004, the U.S. dollar remained weaker on average as compared to the prior
year. A weaker U.S. dollar positively impacts U.S. dollar sales growth because approximately 60% of our revenue is outside the U.S. The impact of translating foreign currency sales to the U.S. dollar improved the reported sales growth rate by
approximately 410 basis points in the third quarter of 2004. Since we have a higher percentage of our sales in Europe than Asia, the impact of translating sales denominated in European currencies will have a greater impact on our U.S. dollar sales
than the impact of translating sales denominated in Asian currencies. The U.S. dollar weakened against the Euro on average by approximately 8% and against the Japanese Yen by approximately 7% during the third quarter of 2004 as compared with the
third quarter of 2003.



Net Sales by Product Type



Net sales growth by product type, for the third quarter of
2004 as compared with the third quarter of 2003, is summarized in the table below.



|                                                  |  |                                    |         |                      |   |         |  |    |   
|------------------------------------------------- |  | ---------------------------------- | ------- | -------------------- | - | ------- |  | -- | --
|                                                  |  | Constant currencies (in thousands) |         | Percent sales growth |  
|                                                  |  | 2004                               |         | 2003                 |  
|Consumables                                       |  | $                                  | 153,937 |                      | $ | 151,484 |  | 2  | % 
|Hardware                                          |  |                                    | 33,481  |                      |   | 34,609  |  | (3 | )%
|Services                                          |  |                                    | 7,635   |                      |   | 6,565   |  | 16 | % 
|                                                  |  |                                    |         |                      |   |         |  |    |   
|Total constant currency net sales by product type |  |                                    | 195,053 |                      |   | 192,658 |  | 1  | % 
|Foreign exchange                                  |  |                                    | 15,671  |                      |   | 7,395   |  |    |   
|                                                  |  |                                    |         |                      |   |         |  |    |   
|Total U.S. dollar net sales by product type       |  | $                                  | 210,724 |                      | $ | 200,053 |  | 5  | % 
|                                                  |  |                                    |         |                      |   |         |  |    |   



|            |  |                                 |   |  |      |  
|----------- |  | ------------------------------- | - |  | ---- | -
|            |  | % of sales in constant currency |  
|            |  | 2004                            |   |  | 2003 |  
|Consumables |  | 79                              | % |  | 79   | %
|Hardware    |  | 17                              | % |  | 18   | %
|Services    |  | 4                               | % |  | 3    | %
|            |  |                                 |   |  |      |  
|Total       |  | 100                             | % |  | 100  | %
|            |  |                                 |   |  |      |  



Our mix of revenue by
product type has stayed relatively consistent over the last several quarters. The growth rate of our consumables weakened to 2% as the third quarter of 2003 included a single $6.4 million shipment in constant currencies ($7.2 million at actual rates
of exchange) of chromatography media to a biotechnology customer during the third quarter of 2003. Sales of hardware products declined 3%, primarily due to a 15% decline in sales of process scale hardware used principally in the biotechnology
market. Sales of hardware can fluctuate significantly as they are driven by customer timing for capacity expansion. The growth in service revenues in the third quarter of 2004 was achieved across all markets.



Gross Profit Margins



Gross profit margin percentages were 53.8% in the third quarter of 2004 as
compared with 54.2% in the third quarter of 2003. The decrease in our gross profit margin percentage for the third quarter of 2004 as compared with the third quarter of 2003 was primarily due to underutilized manufacturing capacity and higher
depreciation expense. Over the past year we have focused on expanding and upgrading our production facilities as we prepare to meet the future needs of our customers. In addition, the decline in profit margin is the result of the Euro and the
British Pound strengthening against the U.S. dollar, which increases the average cost of products manufactured in our European plants.



Operating Expenses



SG&A expenses increased $4.0 million, or 6.6%, in the third quarter of 2004 as compared with the third quarter of 2003. As a percentage of sales,
SG&A expenses increased from 30.0% to 30.4%. The increase during the third quarter of 2004 was the result of $2.0 million of unfavorable foreign exchange translation, $1.1 million incremental pension expense for our German pension plan, and $1.3
million for incremental compensation cost for the CEO transition. These SG&A increases were partially offset by the $1.4 million of undistributed earnings recorded for our investments in two affiliated companies during the third quarter of 2004.



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During the second quarter of 2004, Francis J. Lunger announced that he would be stepping down as
President and CEO of Millipore when his replacement has been appointed but before March 1, 2005. In connection with Mr. Lungers separation agreement, we accrued $1.3 million which related to severance, bonus, stock options and related benefits
during the third quarter of 2004.



R&D expenses increased
$1.1 million, or 8.0%, in the third quarter of 2004 as compared with the third quarter of 2003. The increase during the third quarter of 2004 was due to continued investment in research and development programs aimed at introducing new products to
our markets. As a percentage of sales, R&D expenses increased from 7.0% to 7.2%.



Restructuring and Other



During the third quarter of 2003, we received proceeds of $1.3 million and realized a gain of $0.8 million in connection with a sale of real estate.



Net Interest Expense



Net interest expense decreased $1.7 million in the third quarter of 2004 as compared with the third quarter of 2003. The lower net interest expense was
principally a result of lower average debt outstanding. On March 4, 2004, we repaid our $75.0 million, 7.23% note with cash. Our net debt (total short and long term debt less cash and cash equivalents) as of October 2, 2004 was $49.4 million as
compared to $176.9 million as of September 27, 2003. During the third quarter of 2004, the weighted average interest rate on our revolving credit agreement was approximately 2.6%.



Provision for Income Taxes



Our effective tax rate on net income for the third quarter of 2004 was 22.5%, the same as the third quarter of 2003. The effective annual tax rate for
the full year of 2004 is also expected to be 22.5%.



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##### Table of Contents

Nine Months Ended October 2, 2004 Compared to the Nine Months Ended September 27, 2003



Net Sales



The following discussion of net sales summarizes sales growth by the markets
in which our products were used, by the geographies in which our products were sold, and by product types.



Net Sales by Market



We sell our products into the biotechnology, life science research and other bioscience markets. Net sales growth by market for the nine months ended
October 2, 2004 as compared with the nine months ended September 27, 2003 is summarized in the table below.



|                                  |  |                                    |         |                      |   |         |  |    |  
|--------------------------------- |  | ---------------------------------- | ------- | -------------------- | - | ------- |  | -- | -
|                                  |  | Constant currencies (in thousands) |         | Percent sales growth |  
|                                  |  | 2004                               |         | 2003                 |  
|Biotechnology                     |  | $                                  | 214,577 |                      | $ | 192,940 |  | 11 | %
|Life Science Research             |  |                                    | 86,676  |                      |   | 79,182  |  | 9  | %
|Other Bioscience                  |  |                                    | 305,629 |                      |   | 292,868 |  | 4  | %
|                                  |  |                                    |         |                      |   |         |  |    |  
|Total constant currency net sales |  |                                    | 606,882 |                      |   | 564,990 |  | 7  | %
|Foreign exchange                  |  |                                    | 50,979  |                      |   | 18,882  |  |    |  
|                                  |  |                                    |         |                      |   |         |  |    |  
|Total U.S. dollar net sales       |  | $                                  | 657,861 |                      | $ | 583,872 |  | 13 | %
|                                  |  |                                    |         |                      |   |         |  |    |  



|                      |  |                                 |   |  |      |  
|--------------------- |  | ------------------------------- | - |  | ---- | -
|                      |  | % of sales in constant currency |  
|                      |  | 2004                            |   |  | 2003 |  
|Biotechnology         |  | 35                              | % |  | 34   | %
|Life Science Research |  | 14                              | % |  | 14   | %
|Other Bioscience      |  | 51                              | % |  | 52   | %
|                      |  |                                 |   |  |      |  
|Total                 |  | 100                             | % |  | 100  | %
|                      |  |                                 |   |  |      |  



In the biotechnology
market, constant currency sales grew 11% during the first nine months of 2004 as compared with the first nine months of 2003. This growth was primarily due to a 14% increase in sales of process scale consumables. This demand was driven by increased
manufacturing campaigns of marketed biotechnology drugs, and start-up and validation of new customer production lines and their processes. Sales of hardware declined 4% throughout the first nine months of 2004 versus the first nine months of 2003.
Hardware sales can fluctuate significantly as they are driven by customer timing for capacity expansion.



In the life science research market, constant currency sales growth was 9% during the first nine months of 2004 as compared with the first nine months of
2003. Throughout 2004, we have seen an increase in drug discovery and drug development spending by pharmaceutical companies especially in the United States and select western European countries. In addition, this market is sensitive to worldwide
economic conditions as well as funding for life science research in both public and private institutions. The improvement of those conditions in 2004 as compared with the first nine months of 2003 has further contributed to the positive growth.



In the other bioscience market, constant currency sales grew
4% during the first nine months of 2004 as compared with the first nine months of 2003. This result was a combination of strong sales to laboratories for water purification, quality control and analytical applications, especially in North America,
flat sales of consumables used in the production of small and large volume parenteral drugs and nutritional products, and declines in sales of non-strategic filtration devices. Improving worldwide economic conditions have also contributed to our
sales growth.



16



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##### Table of Contents

Net Sales by Geography



Sales growth by geography for the first nine months of 2004 as compared with the first nine months of 2003 is summarized in
the table below.



|                                  |  |                                    |         |                      |   |         |  |    |  
|--------------------------------- |  | ---------------------------------- | ------- | -------------------- | - | ------- |  | -- | -
|                                  |  | U.S. dollars (in thousands)        |         | Percent sales growth |  
|                                  |  | 2004                               |         | 2003                 |  
|Americas                          |  | $                                  | 276,169 |                      | $ | 247,504 |  | 12 | %
|Europe                            |  |                                    | 261,225 |                      |   | 231,975 |  | 13 | %
|Asia/Pacific                      |  |                                    | 120,467 |                      |   | 104,393 |  | 15 | %
|                                  |  |                                    |         |                      |   |         |  |    |  
|Total U.S. dollar net sales       |  | $                                  | 657,861 |                      | $ | 583,872 |  | 13 | %
|                                  |  |                                    |         |                      |   |         |  |    |  
|                                  |  |                                   
|                                  |  | Constant currencies (in thousands) |         | Percent sales growth |  
|                                  |  | 2004                               |         | 2003                 |  
|Americas                          |  | $                                  | 275,540 |                      | $ | 247,745 |  | 11 | %
|Europe                            |  |                                    | 218,249 |                      |   | 212,022 |  | 3  | %
|Asia/Pacific                      |  |                                    | 113,093 |                      |   | 105,223 |  | 7  | %
|                                  |  |                                    |         |                      |   |         |  |    |  
|Total constant currency net sales |  |                                    | 606,882 |                      |   | 564,990 |  | 7  | %
|Foreign exchange                  |  |                                    | 50,979  |                      |   | 18,882  |  |    |  
|                                  |  |                                    |         |                      |   |         |  |    |  
|Total U.S. dollar net sales       |  | $                                  | 657,861 |                      | $ | 583,872 |  | 13 | %
|                                  |  |                                    |         |                      |   |         |  |    |  



|             |  |                                 |   |  |                                        |   |  |      |   |  |      |  
|------------ |  | ------------------------------- | - |  | -------------------------------------- | - |  | ---- | - |  | ---- | -
|             |  | % of total sales inU.S. dollars |   |  | % of total sales inconstant currencies |  
|             |  | 2004                            |   |  | 2003                                   |   |  | 2004 |   |  | 2003 |  
|Americas     |  | 42                              | % |  | 42                                     | % |  | 45   | % |  | 44   | %
|Europe       |  | 40                              | % |  | 40                                     | % |  | 36   | % |  | 37   | %
|Asia/Pacific |  | 18                              | % |  | 18                                     | % |  | 19   | % |  | 19   | %
|             |  |                                 |   |  |                                        |   |  |      |   |  |      |  
|Total        |  | 100                             | % |  | 100                                    | % |  | 100  | % |  | 100  | %
|             |  |                                 |   |  |                                        |   |  |      |   |  |      |  



The Americas achieved
constant currency sales growth of 11% driven by strong sales of process and laboratory scale consumables. Sales in the U.S. benefited from the improving economic environment, improved capital markets for life science and biotechnology start-ups,
increased pharmaceutical and biotechnology spending on drug discovery research, and continued growth in bio-defense related research. The increase in sales, in constant currencies, to customers in Europe was due to a slowly improving European
economy and increased laboratory activities by customers within the other bioscience market that are in environmental, public health, clinical and university sectors. However, the European growth rate was unfavorably impacted by a single $6.4
million shipment in constant currencies ($7.2 million at actual rates of exchange) of chromatography media to a biotechnology customer during the third quarter of 2003. The increase in sales within the Asia/Pacific region was due to an improving
economy. Although, this regions growth remained modest particularly in the life science market as the Japanese government and universities adapted to new government policies involving the administration and utilization of research grants.



During the first nine months of 2004, the U.S. dollar remained
weaker on average as compared to the prior year. A weaker U.S. dollar will positively impact U.S. dollar sales growth. The impact of translating foreign currency sales to the U.S. dollar, improved the reported sales growth rate by approximately 530
basis points in the first nine months of 2004. Since we have a higher percentage of our sales in Europe than Asia, the impact of translating sales denominated in European currencies will have a greater impact on our sales than the impact of
translating sales denominated in Asian currencies. The U.S. dollar weakened against the Euro on average by approximately 9% and against the Japanese Yen by approximately 8% during the first nine months of 2004 as compared with the first nine months
of 2003.



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##### Table of Contents

Net Sales by Product Type



Net sales growth by product type, for the first nine months of 2004 as compared with the first nine months of 2003, is
summarized in the table below.



|                                                  |  |                                    |         |                      |   |         |  |    |  
|------------------------------------------------- |  | ---------------------------------- | ------- | -------------------- | - | ------- |  | -- | -
|                                                  |  | Constant currencies (in thousands) |         | Percent sales growth |  
|                                                  |  | 2004                               |         | 2003                 |  
|Consumables                                       |  | $                                  | 480,360 |                      | $ | 443,819 |  | 8  | %
|Hardware                                          |  |                                    | 103,095 |                      |   | 101,017 |  | 2  | %
|Services                                          |  |                                    | 23,427  |                      |   | 20,154  |  | 16 | %
|                                                  |  |                                    |         |                      |   |         |  |    |  
|Total constant currency net sales by product type |  |                                    | 606,882 |                      |   | 564,990 |  | 7  | %
|Foreign exchange                                  |  |                                    | 50,979  |                      |   | 18,882  |  |    |  
|                                                  |  |                                    |         |                      |   |         |  |    |  
|Total U.S. dollar net sales by product type       |  | $                                  | 657,861 |                      | $ | 583,872 |  | 13 | %
|                                                  |  |                                    |         |                      |   |         |  |    |  



|            |  |                                 |   |  |      |  
|----------- |  | ------------------------------- | - |  | ---- | -
|            |  | % of sales in constant currency |  
|            |  | 2004                            |   |  | 2003 |  
|Consumables |  | 79                              | % |  | 79   | %
|Hardware    |  | 17                              | % |  | 18   | %
|Services    |  | 4                               | % |  | 3    | %
|            |  |                                 |   |  |      |  
|Total       |  | 100                             | % |  | 100  | %
|            |  |                                 |   |  |      |  



Sales of our
consumables have remained strong in all markets during the first nine months of 2004 as compared with the first nine months of 2003. Biotechnology consumable sales growth has been particularly robust in the first nine months of 2004 as compared to
the first nine months of 2003, growing 14%. This is primarily due to the sales of chromatography media and filter consumables driven by increased manufacturing campaigns of marketed biotechnology drugs, manufacturing campaigns of drugs approved for
market in the first nine months of 2004, and start-up and validation of new customer production lines. The strong growth in the sales of services in the first nine months of 2004 was achieved across all markets.



Gross Profit Margins



Gross profit margin percentages were 54.2% in the first nine months of 2004
as compared with 55.1% in the first nine months of 2003. The decrease in our gross profit margin percentage for the first nine months of 2004 as compared with the first nine months of 2003 was primarily due to the strengthening of the Euro against
the U.S. dollar, which increased the average cost of products manufactured in our European plants. Also contributing to our lower gross profit margin percentage for the first nine months of 2004 as compared with the first nine months of 2003 was the
incremental depreciation expense related to our expansion and upgrade of existing manufacturing capacity as we prepare to meet the future needs of our customers.



Operating Expenses



Selling, general and administrative (SG&A) expenses increased $16.9 million, or 9.3%, in the first nine months of 2004 as compared with
the first nine months of 2003. As a percentage of sales, SG&A expenses decreased from 31.1% to 30.2%. The expense increase during the first nine months of 2004 was the result of $9.7 million of unfavorable foreign exchange translation, $1.1
million of incremental pension expense for our German pension plan and increased employee compensation costs including $2.7 million for the CEO transition. These SG&A increases were partially offset by the $1.4 million of undistributed earnings
recorded for our investments in two affiliated companies during the third quarter of 2004.



During the second quarter of 2004, Francis J. Lunger announced that he would be stepping down as President and CEO of Millipore when his replacement has been appointed but before March 1, 2005. In connection with Mr.
Lungers separation agreement, we accrued $2.7 million which related to severance, bonus, stock options and related benefits. In addition, $0.4 million was spent during the second quarter of 2004 to recruit a replacement for Mr. Lunger.



Research and development (R&D) expenses
increased $5.3 million, or 12.6%, in the first nine months of 2004 as compared with the first nine months of 2003. As a percentage of sales, R&D expenses are 7.2%, the same as the first nine months of 2003. The increased spending during the
first nine months of 2004 was due to continued investment in research and development programs aimed at introducing new products to our markets and $1.6 million of unfavorable foreign exchange translation.



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##### Table of Contents

Restructuring and Other



During the second quarter of 2003, we completed the restructuring program that we had initiated during 2001 and recovered
approximately $0.2 million in assets that we had originally written-off and deemed uncollectible. Upon completion of this restructuring program, we reversed $0.6 million of the original $18.0 million estimated reserve which included the $0.2 million
recovered during this quarter and $0.4 million of previously estimated lease and severance payments, as these amounts were no longer required.



During the third quarter of 2003, we received proceeds of $1.3 million and realized a gain of $0.8 million in connection with a sale of real estate.



Net Interest Expense



Net interest expense decreased $4.9 million in the first nine months of 2004
as compared with the first nine months of 2003. Our lower net interest expense was principally a result of lower average debt outstanding. On March 4, 2004, we repaid our $75.0 million, 7.23% note with cash. During the first nine months of 2004, the
weighted average interest rate on our revolving credit agreement was approximately 2.3%.



Provision for Income Taxes



Our effective tax rate on net income for the first nine months of 2004 and 2003 was 22.5%.



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##### Table of Contents

Market Risk



We are exposed to market risks, which include changes in foreign currency exchange rates and credit risk. We manage these
market risks through our normal financing and operating activities and, when appropriate, through the use of derivative financial instruments.



Foreign Currency Exchange Rate Risk



We are exposed to foreign currency exchange rate risk inherent in sales, net income and assets and liabilities denominated in currencies other than the
U.S. dollar. The potential change in foreign currency exchange rates offers a substantial risk to us, as approximately 60% of our business is conducted outside of the United States, generally in foreign currencies. Most of our products are
manufactured in the U.S., France, Ireland and the United Kingdom and then sold to other countries. Our primary foreign currency exposures relate to adverse changes in the relationships between the U.S. dollar, the Euro, the British Pound and the
Japanese Yen. Exposure exists when the functional currency of a buying entity weakens against the functional currency of the selling entity, thus causing an increase of the product cost to the buying entity. This adversely affects our consolidated
gross profit and net income. The effect of this exposure is mitigated by the significant level of manufacturing done in France, Ireland and the United Kingdom. The deterioration of the Japanese Yen against the U.S. dollar could have a greater effect
on the consolidated earnings because minimal manufacturing is done in Japan as the majority of products purchased by our Japanese subsidiary are sourced from other Millipore sites and administrative costs in that country are not substantial.



Our risk management strategy currently uses forward contracts
to mitigate certain foreign currency exposures. The intent is to offset gains and losses that occur on the underlying exposures, with gains and losses resulting from the forward contracts that hedge these exposures. Principal hedged currencies
include the Euro, Japanese Yen and British Pound. The periods of these forward contracts typically span less than three months. We held forward foreign exchange contracts with U.S. equivalent notional amounts totaling $139.3 million at October 2,
2004. The fair value of these contracts was a gain of $0.9 million at October 2, 2004. We do not enter into derivatives for trading or other speculative purposes, nor do we use leveraged financial instruments. Although we attempt to manage our
foreign currency exchange risk through the above activities, when the U.S. dollar weakens against other currencies in which we transact business, generally sales and net income will be positively but not proportionately impacted.



Credit Risk



We are exposed to concentrations of credit risk in cash and cash equivalents
and trade receivables. Cash and cash equivalents are placed with major financial institutions with high quality credit ratings. Trade receivables credit risk exposure is limited due to the large number of established customers and their dispersion
across different geographies.



Capital Resources and
Liquidity



Cash flow provided from operations was $107.9
million in the first nine months of 2004 as compared with $88.2 million in the first nine months of 2003. The increase in cash flow from operations in the first nine months of 2004 compared with the first nine months of 2003 was primarily the result
of increased net income partially offset by increases in other current assets, a lower rate of inventory growth and decreases in accounts payable and accrued expenses.



Accounts receivable increased $0.6 million at October 2, 2004 as compared with December 31, 2003. The increase in accounts
receivable resulted in an increase in days sales outstanding (DSO) of 2 days, as DSO increased from 71 days at December 31, 2003 to 73 days at October 2, 2004, as measured in constant currency. Generally, DSO is lower at December 31 than
at the end of other quarters as collection efforts are traditionally strongest during the fourth quarter in foreign locations. The increase in accounts receivable was primarily in the Americas, which was offset by the decreases in Europe and the
Asia/Pacific region. The overall increase in accounts receivable was primarily the result of increased sales volumes.



Inventory increased $1.9 million at October 2, 2004 as compared with December 31, 2003. The increase in inventory was the result of increased work in
process and finished goods in anticipation of future sales levels. Inventory days of supply increased from 155 days at December 31, 2003 to 161 days at October 2, 2004, as measured in constant currency, as a result of seasonally lower sales.



During the first nine months of 2004, we invested $40.7
million for the purchase of property, plant and equipment and we expect to spend an additional $20 to $25 million during the remainder of 2004. Our 2004 additions are driven principally by our continued need to upgrade and add manufacturing capacity
and to expand our campus in France. During the second quarter of 2004, we completed the construction of our new $29 million facility in Jaffrey, New Hampshire. This new facility will manufacture filtration membrane that will be used in purification
devices primarily for biotechnology manufacturing customers.



Cash flows used in financing activities during the first nine months of 2004 were principally a result of our repaying the $75.0 million, 7.23% note that became due in March 2004 and repaying an additional $16.2 million of prior net
borrowings made under our revolving credit agreement. Additionally we received $27.5 million from employees exercising stock options and purchasing shares of our common stock in accordance with our Employees Stock Purchase Plan
(ESPP). We believe the increased cash from employees exercising stock options was largely related to the increase in our stock price. In general, as our stock price increases, many of our employees may exercise their vested stock options
which will provide us with cash that is equal to the exercise price of their stock options.



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##### Table of Contents

We expect to continue using cash flows from operations to invest in capital projects, to reduce debt
and/or to fund possible acquisitions. We believe that our balances of cash and cash equivalents, cash flows expected to be generated by future operating activities, our ready access to capital markets for competitively priced instruments and funds
available under our revolving credit agreement will be sufficient to meet our cash requirements over the next twelve to twenty-four months.



Subsequent Events



On October 25, 2004, we announced that Dr. Martin D. Madaus had been appointed President and CEO of Millipore, effective no later than February 1, 2005.
He will also be joining the Board of Directors.



On October 22,
2004, President Bush signed the American Jobs Creation Act of 2004 (the AJCA) into law. The AJCA contains a number of provisions which will affect Millipore in the future. We will be reviewing the AJCA over the next few months in order
to determine its impact on Millipore.



Legal Proceedings



We currently are not a party to any material legal
proceeding and we do not know of any contemplated material legal proceeding.



New Accounting Pronouncement



In January 2004, the FASB issued FASB Staff Position (FSP) No. 106-1 and in May 2004 issued FSP No. 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization
Act of 2003 (the Act). The Act introduces a prescription drug benefit under Medicare as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent
to Medicare Part D. FSP No. 106-1 is effective for interim or annual financial statements of fiscal years ending after December 7, 2003 and FSP No. 106-2 is effective for interim or annual financial statements of fiscal years ending after June 15,
2004. We have elected to defer the accounting for the Act until authoritative guidance on the accounting for the federal subsidy is issued and are assessing the impact.



Forward-Looking Statements



The matters discussed in this Form 10-Q, as well as in future oral and written statements by our management, that are forward-looking statements are based
on our current management expectations. These expectations involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. These risks
and uncertainties include without limitation the risk factors and uncertainties described in our Form 10-K for the year ended December 31, 2003.



21



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##### Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk.



The information called for by this item is set forth under the heading Market Risk in Managements Discussion and Analysis contained in
this Form 10-Q which information is hereby incorporated by reference.



Item 4. Controls and Procedures.



An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the fiscal quarter covered by this report. Based upon that evaluation, our CEO and CFO have concluded that our
disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported in accordance with
and within the time periods specified in Securities and Exchange Commission rules and forms. There has been no change in our internal control over financial reporting during the quarter ended October 2, 2004 that has materially affected, or is
reasonably likely to materially affect, internal control over financial reporting.



PART II



Item 6. Exhibits



|                            |  |                                                                                                                                                                                                      
|--------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits Filed Herewith    
|31.1                        |  | Certification of Chief Executive Officer Pursuant to Rule 13(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CRF 240.15d-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|                            | 
|31.2                        |  | Certification of Chief Financial Officer Pursuant to Rule 13(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CRF 240.15d-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|                           
|Exhibits Furnished Herewith
|32.1                        |  | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                        



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##### Table of Contents

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                          
|    |  |                       | 
|    |  | Signature             |  | Title                                           |  | Date            
|By: |  | /s/ KATHLEEN B. ALLEN |  | Vice President and Chief Financial Officer      |  | November 5, 2004
|    |  | Kathleen B. Allen     |  |                                                 |  |                 
|    |  |                       | 
|By: |  | /s/ DONALD B. MELSON  |  | Corporate Controller (Chief Accounting Officer) |  | November 5, 2004
|    |  | Donald B. Melson      |  |                                                 | 



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##### Table of Contents

Exhibit Index



|              |  |                                                                                                                                                                                                      
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit Title                                                                                                                                                                                        
|31.1          |  | Certification of Chief Executive Officer Pursuant to Rule 13(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CRF 240.15d-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|              | 
|31.2          |  | Certification of Chief Financial Officer Pursuant to Rule 13(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CRF 240.15d-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|              | 
|32.1          |  | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                        



24