FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


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

For the quarterly period ended September 30, 1996

OR

(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
                                
for the transition period from            to



COMMISSION FILE NUMBER   0-1052

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

Massachusetts
(State or other jurisdiction of incorporation or organization)

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

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


Registrant's telephone number, include area code    (617) 275-
9200

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

Yes    X     No


The Company had 43,275,007 shares of common stock outstanding as
of October 22, 1996.

                                
                                
                      MILLIPORE CORPORATION
                       INDEX TO FORM 10-Q





                                                  Page No.
Part I.   Financial Information

Item 1.   Condensed Financial Statements

          Consolidated Balance Sheets --
             September 30, 1996 and December 31, 1995                        2

          Consolidated Statements of Income --
             Three and Nine Months Ended September 30, 1996 and 1995         3

          Consolidated Statements of Cash Flows --
             Nine Months Ended September 30, 1996 and 1995                   4

          Notes to Consolidated Condensed
             Financial Statements                                          5-6

Item 2.   Management's Discussion and Analysis
             of Financial Condition and Results of Operations              7-8

Part II.  Other Information

Item 6.   Exhibits and Reports on Form 8-K                                   9

          Signatures                                                        10



                                
                                
                      MILLIPORE CORPORATION
                   CONSOLIDATED BALANCE SHEETS
                         (In thousands)
                                

                                     September        December
                                        30,             31,
                                       1996             1995
ASSETS                                      (Unaudited)
Current assets                                                 
   Cash                             $    3,190       $    2,696
   Short-term investments               22,543           21,062
   Accounts receivable, net            151,360          147,759
   Inventories                          90,903           80,386
   Other current assets                 11,199            6,800
   Receivables arising from sale of
   businesses                                -            3,056

Total Current Assets                   279,195          261,759
                                                               
Property, plant and equipment, net     188,617          191,250
Intangible assets                        8,395            7,219
Deferred income taxes                   53,179           53,179
Other assets                            30,219           17,538
                                                               
Total Assets                        $  559,605       $  530,945
                                                               
LIABILITIES AND SHAREHOLDERS'EQUITY
Current liabilities                                            
   Notes payable and current                                   
   portion of long-term debt        $  107,089       $   80,768        
   Accounts payable                     37,897           33,436
   Accrued expenses                     28,925           32,366
   Accrued divestiture costs             3,689            6,543
   Dividends payable                     3,894            3,537
   Accrued retirement plan                           
   contributions                         4,464            4,846
   Accrued and deferred income          
   taxes payable                         3,226            9,926
Total Current Liabilities              189,184          171,422
                                                               
Long-term debt                          99,312          105,272
Other liabilities                       23,995           22,776
Accrued divestiture costs                2,000            5,000
Shareholders' equity                                           
   Common stock                         56,988           56,988
   Additional paid-in capital                -                -
   Retained earnings                   581,154          523,633
   Unrealized gain on securities
   available for sale                   11,072                -
   Translation adjustments             (4,591)              375
                                       644,623          580,996
   Less:  Treasury stock, at cost,                             
   13,719 shares in 1996 and
   12,727 in 1995                    (399,509)        (354,521)
Total shareholders' equity             245,114          226,475
                                                               
Total Liabilities and
Shareholders' Equity                $  559,605       $  530,945
                                
                                
                                
 The accompanying notes are an integral part of the consolidated
                 condensed financial statements.
                                
                               -2-
                                  
                                  
                        MILLIPORE CORPORATION
                  CONSOLIDATED STATEMENTS OF INCOME
                (In thousands except per share data)
                             (Unaudited)


                          Three Months Ended       Nine Months Ended
                             September 30,            September 30,
                              1996        1995        1996       1995
                                                                  
Net sales                $ 148,913   $ 147,547   $ 467,317  $ 439,482
                            
                                                                  
Cost of sales               60,774      61,293     188,132    180,581

Gross profit                88,139      86,254     279,185    258,901

Selling, general &
administrative expenses     50,226      48,842     152,425    144,247
                                                                 
Research & development       9,610       9,352      28,760     27,020
expenses
                                                                  
Operating income            28,303      28,060      98,000     87,634
                                                                  
Gain on sale of equity       2,858           -       2,858          -
securities

Interest income                660         427       2,034      1,150

Interest expense           (2,995)     (2,616)     (8,650)    (7,785)
                                                                   
Income before income taxes  28,826      25,871      94,242     80,999
                                                                   
Provision for income taxes   6,774       5,821      22,147     18,225
                                                                  
Net Income                $ 22,052    $ 20,050    $ 72,095   $ 62,774
                                                                  
                                                                  
Net Income per
common share              $   0.51    $   0.45    $   1.65   $   1.39
                                                                  
Cash Dividends declared    
per common share          $   0.09    $   0.08    $   0.26   $  0.235
                                                                  
Weighted average common     43,335      44,642      43,714     45,200
shares





   The accompanying notes are an integral part of the consolidated
                   condensed financial statements.
                                  
                                  
                                  
                                 -3-
                                
                      MILLIPORE CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In thousands)
                           (Unaudited)


                                           Nine Months Ended
                                             September 30,
                                                           
                                          1996           1995
                                                               
Cash Flows From Operating Activities:                          
Net income                              $ 72,095       $ 62,774   
Adjustments to reconcile net income to                         
net cash provided:
   Depreciation and amortization          22,736         19,975
   Gain on sale of equity securities     (2,858)              -
   Deferred income tax provision               -            543
   Change in operating assets and                            
   liabilities:
   (Increase) in accounts receivable     (9,042)        (8,101)
   (Increase) in inventories            (13,377)        (6,024)
   (Increase) in other current assets    (3,223)        (2,058)
   (Increase) in other assets            (4,582)        (7,123)
   Increase in accounts payable and     
   accrued expenses                        4,407          2,247
   (Decrease) in accrued retirement        
   plan contributions                      (310)          (490)
   Increase in accrued income taxes        1,746          1,364
   Other                                   2,993        (4,390)
Net cash provided by operating           
activities                                70,585         58,717
                                                               
Cash Flows From Investing Activities:                          
Additions to property, plant and        
equipment                               (22,808)       (20,262)
Investment in businesses                 (3,990)              -
Investment in intangible assets          (1,523)              -
Proceeds from sale of equity            
securities                                 2,979              -
Net cash spent by discontinued         
operations                               (7,735)        (6,210)
Net cash used in investing activities   (33,077)       (26,472)
                                                               
Cash Flows From Financing Activities:                          
Treasury stock acquired                 (57,552)       (76,350)
Issuance of treasury stock under stock     
plans                                      8,454         14,764
Cash paid to close out foreign               
currency swap                                  -        (3,546)
Net change in short-term debt             26,147         45,878
Repayment of long-term debt                (735)           (47)
Dividends paid                          (11,109)       (10,553)
Net cash used in financing activities   (34,795)       (29,854)
                                                               
Effect of foreign exchange rates                               
on cash and                                (738)            693
 short-term investments
Net increase in cash and short-term     $  1,975        $ 3,084
investments
                                                               
Cash and short-term investments on      
January 1                               $ 23,758       $ 30,236
Cash and short-term investments on            
September 30                            $ 25,733       $ 33,320
                                                               
       The accompanying notes are an integral part of the
          consolidated condensed financial statements.
                                
                               -4-
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                  (In thousands, except share data)


1.The   accompanying   unaudited  consolidated  condensed   financial
  statements  have been prepared in accordance with the  instructions
  to  Form  10-Q and, accordingly, these footnotes condense  or  omit
  certain  information and disclosures normally included in financial
  statements.   These financial statements, which in the  opinion  of
  management   reflect   all  adjustments  necessary   for   a   fair
  presentation,  should  be read in conjunction  with  the  financial
  statements  and  notes  thereto included in  the  Company's  Annual
  Report  on  Form 10-K for the year ended December  31,  1995.   The
  accompanying unaudited consolidated condensed financial  statements
  are  not  necessarily indicative of future trends or the  Company's
  operations for the entire year.

  Certain  reclassifications have been made to prior years' financial
  statements to conform with the 1996 presentation.

2.On June 8, 1995, the Company's Board of Directors authorized a two-
  for-one  stock split in the form of a 100% stock dividend,  payable
  on  July  21, 1995 to shareholders of record as of June  23,  1995.
  Par  value  per share remained at $1.00.  The stock split  resulted
  in  the  issuance of 28,494,000 additional shares of  common  stock
  from   authorized  but  unissued  shares.   Accordingly,   weighted
  average share and per share amounts for 1995 have been restated  to
  reflect the stock split.

  At  the  Company's  Annual Meeting on April 18, 1996,  shareholders
  voted  to adopt an amendment to the Company's restated Articles  of
  Incorporation,  increasing the number of authorized  Common  Shares
  from 80,000,000 to 120,000,000.

3.   Inventories consist of the following:

                      September        December 31,
                       30, 1996                1995
   Raw materials        $23,392             $21,357
   Work in process       11,459               9,621
   Finished goods        56,052              49,408
                        $90,903             $80,386
                                     

4.   Accumulated  depreciation on property, plant and equipment  was
     $192,891 at September 30, 1996, and $182,690 at December 31, 1995.

5.   During  the  first  quarter  of  1996,  the  Company  invested
     approximately $3,000 to acquire shares of common stock of a privately-
     held company, IBC Advanced Technologies, Inc.  During  the  second
     quarter of 1996, the Company invested approximately $1,000 to acquire
     shares of common stock of Celsis International plc, a company based
     in England that specializes in technology used in the detection and
     measurement  of  microbial contamination.   These  investments  are
     included in Other Assets and are carried at cost, which approximates
     market  value.  Also during the second quarter of 1996, the Company
     invested an additional $1,500 to acquire certain technology license
     rights  from  Celsis,  and this amount was recorded  in  Intangible
     Assets.

6.   The Company and Waters Corporation are engaged in an arbitration
     proceeding and related litigation, both of which commenced  in  the
     second  quarter  of  1995, with respect to the  amount  of   assets
     required  to  be  transferred by the Company's Retirement  Plan  in
     connection   with   the  Company's  divestiture   of   its   former
     Chromatography  Division.   The  Company  believes  that   it   has
     meritorious arguments and should prevail.  The ultimate disposition
     of this matter is not expected to have a material adverse effect on
     the Company's financial condition.
                                  
                                  
                                  
                                  
                                 -5-
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                  (In thousands, except share data)

7.   In  August, 1994, the Company sold certain assets of  its  non-
     membrane bioscience business to PerSeptive Biosystems, Inc.  Proceeds
     from  this  sale  included  four thousand  shares  of  PerSeptive's
     preferred  stock,  which  was  redeemable  in  four  equal   annual
     installments  of $10,000 each payable in either cash or  shares  of
     PerSeptive  common stock beginning in August 1995.   The  preferred
     stock was recorded at management's estimate of fair market value on
     the date of receipt.
                                  
     As  of  September  30,  1996, the Company  has  received  2,160,000
     shares  of  Perseptive common stock in connection with Perseptive's
     preferred  stock redemption requirement.  These common  shares  are
     considered  available-for-sale securities under the  provisions  of
     FAS  115  "Accounting for Certain Investments in  Debt  and  Equity
     Securities"  and are recorded at fair market value and included  in
     Other  Assets in the Company's balance sheet at September 30, 1996.
     The  unrealized  holding gain on the common stock,  net  of  income
     tax,  is recorded separately in shareholders' equity.  Any realized
     gain  on  the sale of these securities will be recognized when  the
     shares are sold.






































                                 -6-
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The  following  Discussion  and Analysis  includes  certain  forward-
looking  statements  which  are subject to  a  number  of  risks  and
uncertainties as described in Management's Discussion and Analysis in
the  Company's Annual Report on Form 10-K for the year ended December
31,  1995.   Such  forward-looking statements are  based  on  current
expectations and actual results may differ materially.

Consolidated  net  sales for the third quarter of  1996  were  $149.0
million, an increase of  1% over sales for the same period last year.
Sales  growth  measured in local currency terms was 7% in  the  third
quarter of 1996, but fluctuations in foreign currency exchange rates,
primarily  the strengthening of the U.S. dollar against the  Japanese
Yen,  decreased  reported sales growth by 6  percentage  points.   If
foreign exchange rates remain at October 31, 1996 levels, the  effect
of  foreign  currency is expected to reduce reported  fourth  quarter
sales growth by approximately 4 percentage points and full year  1996
sales  growth  by approximately 5 percentage points.   The  following
table summarizes sales growth by geography and market:

                         Sales growth rates        Sales growth rates
                         measured in local         measured in U.S.
                         currencies                dollars
                                                       
                            Three        Nine         Three        Nine
                           months      months        months      months
                            ended       ended         ended       ended
                          9/30/96     9/30/96       9/30/96     9/30/96
                                                           
   Americas                    5%         11%            3%         10%
   Europe                    (1)%          4%          (4)%          3%
   Asia/Pacific               16%         21%            2%          6%
   Consolidated                7%         13%            1%          6%
 
                                                       
                                                                  
   Microelectronics Mfg.       0%         16%          (8)%          7%
   Biopharmaceutical Mfg.      9%         18%            4%         12%
   Analytical Laboratory      11%          7%            6%          2%
   
   Consolidated                7%         13%            1%          6%
   

A  slowdown  in  the  semiconductor industry affected  the  Company's
microelectronics manufacturing business in the third  quarter,  which
posted  no growth after 13 successive quarters of double-digit  sales
growth.  The 9 percent growth in the biopharmaceutical market in  the
third  quarter was lower than the growth achieved through  the  first
nine  months of 1996, primarily due to a lower sales to the  European
and  Japanese markets and timing issues associated with shipments  of
large  protein  purification systems.  The 11 percent growth  in  the
Analytical  Laboratory business was significantly higher than  the  5
percent growth posted for the second quarter of 1996, as well as  the
6  percent growth recorded in the first quarter.  The sales  increase
was  largely driven by new products and market initiatives in applied
microbiology, biotech research, and laboratory water.

Gross  margins in the third quarter of 1996 was equal to 59.2 percent
of sales, compared to 58.5 percent in the third quarter of 1995.  The
gross  margin  percentage in the third quarter of  1996  is  slightly
lower  than the 59.6 percent recorded in the second quarter of  1996,
primarily   due   to  lower  production  volume  in   the   Company's
microelectronics  manufacturing plants.   The  Company  expects  that
gross  margin  percentages for the fourth quarter  of  1996  will  be
slightly lower than those of the first nine months of 1996.




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



Selling,  general and administrative expenses (S,G & A) in the  third
quarter  of  1996 increased approximately 3 percent   over  S,G  &  A
expenses for the third quarter of 1995.  Included in S,G & A  in  the
third quarter is a non-recurring charge of approximately $2.0 million
incurred  to  move  the  Company's Japanese  subsidiary  into  a  new
headquarters and R & D facility.  The Company expects that  S,G  &  A
spending  in  the fourth quarter of 1996 will increase slightly  over
spending in the third quarter.

Research  and  development  expenses in the  third  quarter  of  1996
increased  approximately 3% over expenses for the  third  quarter  of
1995,  representing an increased level of investment in  new  product
development  for  the  microelectronics market  in  addition  to  the
continued funding of all major programs.

The  gain on sale of equity securities of $2.8 million represents the
sale  of  a  portion of the Company's stock holdings  in  a  Japanese
company.   The Company anticipates selling an additional  portion  of
this  equity investment in the fourth quarter of 1996 and to  realize
an approximately similar gain.

Net interest expense in the third quarter of 1996 was slightly higher
than that of the third quarter of 1995.  Net interest expense for the
full year is expected to approximate that of 1995.

The  Company's 23.5 percent effective income tax rate for  the  third
quarter  is the same as the anticipated effective rate for  the  full
year, compared to 22.5 percent for the full year in 1995.

A  substantial portion of the Company's business is conducted outside
of  the United States through its foreign subsidiaries.  This exposes
the   Company   to  risks  associated  with  foreign  currency   rate
fluctuations which can impact the Company's revenue and  net  income.
To partially mitigate this risk, the Company has entered into foreign
currency transactions, primarily forward and option contracts to sell
Yen, on a continuing basis in amounts and timing consistent with  the
underlying  currency exposure so that the gains or  losses  on  these
transactions  offset gains or losses on the underlying exposure.   In
the  third quarter of 1996, a gain of  $400 thousand was realized  on
the Company's foreign exchange contracts and was recorded in cost  of
sales,  compared to a loss of $1.0 million  in the third  quarter  of
1995.  The Company does not engage in speculative trading activity.

Cash  generated  from  operations increased  to  approximately  $71.0
million  for  the first nine months of 1996 from approximately  $59.0
million  in the first nine months of 1995.  The increased  cash  flow
was primarily the result of increased net income for the period.  The
increase in accounts receivable during the first nine months of  1996
is primarily the result of increased sales in the Asia/Pacific region
where  collection cycles are typically longer than  in  the  U.S.  or
Europe.   During the first nine months of 1996, cash from  operations
was  primarily  used to invest in property, plant and equipment,  pay
dividends,  and  repurchase  shares of the  Company's  common  stock.
Property,  plant and equipment expenditures through  the  first  nine
months of 1996 were slightly higher than for the first nine months of
1995, but are expected to be comparable to full year 1995.

At January 1, 1996, the Company had spent approximately $42.0 million
on  share  repurchases  under  a  $50.0  million  open  market  share
repurchase  program  begun in 1995.  Early in the  first  quarter  of
1996,  the  Company  announced plans to  spend  an  additional  $50.0
million  on  open  market share repurchases. During  the  first  nine
months of 1996, the Company spent approximately $49.0 million, net of
proceeds  from  stock option exercises, to repurchase shares  of  its
common stock.  Repurchases during 1996 have been funded primarily  by
cash   generated  from  operations  and  an  increase  in  short-term
borrowings  of  approximately  $26.0  million.   Repayment  of  these
additional borrowings and any further share repurchases in  1996  are
expected to be funded by cash generated from operations.



                                 -8-

PART II - OTHER INFORMATION


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

         b.   Reports on Form 8-K - There were no reports on Form 8-
         K filed for the quarter ended September 30, 1996.
















































                                 -9-
                                  
                             SIGNATURES


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



                              Millipore Corporation
                              Registrant



September  30, 1996           /s/ Michael P. Carroll
Date                          Michael P. Carroll
                              Vice President, Chief Financial Officer
                              and Treasurer







































                                -10-