SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-Q


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

For the quarterly period ended March  31, 2000

OR

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

for the transition period from            to



COMMISSION FILE NUMBER   0-1052

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

Massachusetts
(State or other jurisdiction of incorporation or organization)

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

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


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

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

Yes    X     No


The Company had 46,069,773 shares of common stock outstanding as
of April 28, 2000.



                      MILLIPORE CORPORATION
                       INDEX TO FORM 10-Q





                                                            Page No.
Part I.   Financial Information

Item 1.   Condensed Financial Statements

          Consolidated Balance Sheets -
             March 31, 2000 and December 31, 1999              2

          Consolidated Statements of Income -
             Three Months Ended March 31, 2000 and 1999        3

          Consolidated Statements of Cash Flows -
             Three Months Ended March 31, 2000 and 1999        4

          Notes to Consolidated Condensed
             Financial Statements                            5-7

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

Item 3.   Quantitative and Qualitative Disclosures about Market
             Risk                                             11

Part II.  Other Information

Item 4.   Submission of Matters to a Vote of Security Holders 11

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

          Signatures                                          12



                      MILLIPORE CORPORATION
                   CONSOLIDATED BALANCE SHEETS
                         (In thousands)


                                        March  31,       December
                                           2000          31, 1999
ASSETS                                  (Unaudited)
Current assets
   Cash and cash equivalents           $ 65,565          $ 32,420
   Cash held as collateral               14,784            18,640
   Accounts receivable, net             201,425           195,751
   Inventories                          120,614           105,040
   Other current assets                  10,152             7,096
Total Current Assets                    412,540           358,947

Property, plant and equipment, net      213,565           226,477
Deferred income taxes                   109,822           109,822
Intangible assets                        68,535            70,238
Other assets                             34,064            27,249

Total Assets                          $ 838,526         $ 792,733

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
   Notes payable                      $ 128,000         $ 115,645
   Accounts payable                      62,802            63,053
   Accrued expenses                      70,515            73,512
   Dividends payable                      5,034             4,970
   Accrued retirement plan
       contributions                      3,601             7,333
   Accrued income taxes payable          10,538             5,270
Total Current Liabilities               280,490           269,783

Long-term debt                          312,396           313,107
Other liabilities                        34,692            32,992
Shareholders' equity
   Common stock                          56,988            56,988
   Additional paid-in capital            18,272            18,272
   Retained earnings                    511,033           491,429
   Unearned compensation                 (3,599)           (4,041)
   Accumulated other comprehensive loss (44,753)          (42,292)

                                        537,941           520,356

   Less:  Treasury stock, at cost,
     11,224 shares in 2000 and 11,794
        in 1999                        (326,993)         (343,505)
Total Shareholders' Equity              210,948           176,851

Total Liabilities and Shareholders'
     Equity                           $ 838,526         $ 792,733


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








                               -2-
                        MILLIPORE CORPORATION
                  CONSOLIDATED STATEMENTS OF INCOME
                (In thousands except per share data)
                             (Unaudited)


                                     March 31,
                                  2000        1999

Net sales                    $ 224,823    $ 180,403
Cost of sales                  100,326       84,895

Gross profit                   124,497       95,508

Selling, general &
 administrative expenses        70,034       61,833
Research & development
 expenses                       14,714       12,345

Operating income                39,749       21,330

Interest income                    466          699
Interest expense                (7,034)      (7,779)

Income before income taxes      33,181       14,250

Income tax expense               6,968        2,993

Net income                      $26,213    $ 11,257

Net income  per share:
Basic                           $ 0.58       $ 0.26
Diluted                         $ 0.56       $ 0.25

Cash dividends declared per
 share                          $ 0.11       $ 0.11

Weighted average shares
outstanding:
Basic                           45,273       44,078
Diluted                         46,452       44,477















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




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

                                          Three Months Ended March
                                                     31,
                                             2000           1999
Cash Flows From Operating Activities:

Net income                                $26,213         $11,257
Adjustments to reconcile net income to
net cash provided by operating
activities:
 Depreciation and amortization             11,266          11,279
 Changes in operating assets and
  liabilities, net:
   Increase in accounts receivable         (9,913)        (10,288)
   (Increase) decrease in inventories     (18,089)          1,011
   Increase in other current assets and
    other assets                           (3,001)           (160)
   Decrease in accounts payable and accrued
    expenses                                 (261)         (1,715)
   Decrease in accrued retirement plan
    contributions                          (3,657)         (3,410)
   Increase in accrued income taxes         3,049           2,200
   Increase in other                        1,843             552
Net cash provided by operating activities   7,450          10,726

Cash Flows From Investing Activities:

Additions to property, plant and
 equipment                                 (7,584)         (4,834)
Proceeds from sale of property              8,808              -
Net cash provided by (used in) investing
 activities                                 1,224          (4,834)

Cash Flows From Financing Activities:

Issuance of treasury stock under stock
 plans                                     14,600             439
Net change in short-term debt              12,355          (6,340)
Decrease in cash held as collateral         3,856              -
Dividends paid                             (4,982)         (4,851)
Net cash provided by (used in) financing
 activities                                25,829         (10,752)

Effect of foreign exchange rates on cash
 and cash equivalents                      (1,358)         (2,426)
Net change in cash and cash equivalents    33,145          (7,286)

Cash and cash equivalents on January 1     32,420          36,022
Cash and cash equivalents on March 31     $65,565         $28,736











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


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

1.    General:   The  accompanying unaudited  consolidated  condensed
  financial  statements  have been prepared in  accordance  with  the
  instructions to Form 10-Q and, accordingly, these footnotes condense
  or  omit  certain information and disclosures normally included  in
  financial  statements.  These financial statements,  which  in  the
  opinion of management reflect all adjustments necessary for a  fair
  presentation,  should  be read in conjunction  with  the  financial
  statements and notes thereto included in the Company's Annual Report
  on Form 10-K for the year ended December 31, 1999.  The accompanying
  unaudited  consolidated  condensed  financial  statements  are  not
  necessarily indicative of future trends or the Company's operations
  for the entire year.

2.Inventories:  Inventories consisted of the following:

                         March 31,     December
                            2000       31, 1999

   Raw materials          $ 43.3         $ 38.1
   Work in process          29.9           26.1
   Finished goods           47.4           40.8
   Total                 $ 120.6        $ 105.0

3.    Property,  Plant  and  Equipment: Accumulated  depreciation  on
  property,  plant  and equipment was $210.6 at March  31,  2000  and
  $206.9 at December 31, 1999.

4.Restructuring  Charges: In the third quarter of 1998,  the  Company
  initiated  a  restructuring program resulting  in  a  restructuring
  charge  of  $33.6.  In  the third quarter  of  1999,  $5.2  of  the
  remaining  balance  was reversed.  The reversal reflected  a  lower
  estimate  for  severance pay and lease cancellation costs  required
  to  complete  the various restructuring programs. As of  March  31,
  2000,  600  employees,  of  the planned  620  employees,  left  the
  Company pursuant to this initiative.

  Certain of the manufacturing consolidations originally planned  for
  1999  were delayed to 2000 due to facility preparation and customer
  requirements.  Under  the  terms of the severance  agreements,  the
  Company  expects  to pay severance and associated benefits  through
  2000.

  The following is a summary of the restructuring program reserve
  balances at March 31, 2000:


                        Balance at     Cash            Balance
                       December 31,  disbursements    at March
                           1999                       31, 2000
  Employee severance      $ 3.5        $ 0.7           $ 2.8
  Lease cancellation costs  2.5          0.3             2.2
  Other costs               1.6          0.4             1.2
  Total                   $ 7.6        $ 1.4           $ 6.2












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

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

                                     Three Months Ended
                                         March 31,
  Consolidated Net Sales             2000        1999

  Biopharmaceutical & Research     $ 151.6     $   138.9
  Microelectronics                    75.1          42.3
  Foreign exchange                    (1.9)         (0.8)
  Total   net  sales  at   actual
   exchange rates                  $ 224.8     $   180.4



                                    Three Months
                                       Ended
                                     March 31,
  Consolidated Operating Income     2000     1999

  Biopharmaceutical & Research      $36.1   $30.2
  Microelectronics                   16.8     1.2
  Corporate                         (14.0)   (9.1)
  Foreign exchange                    0.8    (1.0)
  Total   operating   income   at
   actual exchange rates             $39.7  $21.3

7.Basic  and  Diluted  Earnings Per Share: The following  table  sets
  forth the computation of basic and diluted earnings per share:
                                    Three Months
                                       Ended
                                     March 31,
                                    2000      1999
  Numerator:
  Net income                       $26.2     $11.3

  Denominator:
  For basic earnings per share:
  Weighted average shares
   outstanding                    45,273    44,078
  Effect of dilutive securities    1,179       399

  Diluted weighted average shares
   outstanding                    46,452    44,477

  Net income per share:
       Basic                      $ 0.58    $ 0.26
       Diluted                    $ 0.56    $ 0.25






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


 8.            Comprehensive Income: The following table presents the
  components of comprehensive income (loss), net of taxes:
                                    Three Months
                                       Ended
                                     March 31,
                                    2000   1999

  Unrealized holding gains on
   marketable securities           $5.8   $ 0.9
  Reclassification adjustment for
   gains realized in net income      -     (0.2)

  Net unrealized gain on
   securities available for sale    5.8     0.7
   Foreign currency translation
    adjustments                    (8.2)  (13.0)

   Other comprehensive loss        (2.4)  (12.3)
   Net income                      26.2    11.3

   Total comprehensive income
    (loss)                       $ 23.8   $(1.0)



9.   New Accounting Pronouncements:

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

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














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


Forward Looking Statements
The  following  discussion  and analysis  includes  certain  forward-
looking  statements  which  are  subject  to  substantial  risks  and
uncertainties  described in Management's Discussion and  Analysis  in
the  Company's Annual Report on Form 10-K for the year ended December
31,  1999.  Such forward-looking statements are based on management's
current  expectations and actual results may differ  materially  from
the  results  expressed  in,  or implied  by,  these  forward-looking
statements.

Local Currency Results
The  following  discussion  of  the Results  of  Operations  includes
reference  to  revenue, margins and expenses in  "local  currencies".
Local  currency  results  represent  the  foreign  currency  balances
translated,  in  all  periods  presented,  at  Millipore's   budgeted
exchange rates for 2000, thus excluding the impact of fluctuations in
the  actual  foreign currency rates.  The Company's  management  uses
this   presentation  for  internal  evaluation   of   the   financial
performance  of the Company's business segments because  it  believes
that  the  local currency results provides a clearer presentation  of
underlying  business trends.  The U.S. dollar results  represent  the
foreign currency balances translated at actual exchange rates.

Results of Operations
Consolidated  net  sales  for the first quarter  of  2000  were  $225
million, an increase of 25% over sales for the same period last year.
The  Company  reported  earnings of $0.56 per  share  for  the  first
quarter of 2000 compared to earnings of $0.25 per share for the first
quarter of 1999.

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

                         March  31,           Sales Growth
                        2000      1999    in U.S.      Local
                                          Dollars    Currency

   Biopharmaceutical
    & Research         $ 148     $ 138        7%         9%
   Microelectronics       77        42       83%        77%

       Total           $ 225     $ 180       25%        25%


   Americas            $  97     $  74       29%        29%
   Europe                 60        60        1%        11%
   Asia/Pacific           68        46       47%        36%

       Total            $225      $180       25%        25%

Compared  to the first quarter of 1999, the Japanese yen strengthened
against the U.S. dollar by approximately 8% during the period,  while
the  Euro weakened against the U.S. dollar by approximately 13%.  The
positive  effect from the stronger yen and an increase in  volume  of
yen  denominated sales in Q1 2000 offset the decline in the Euro thus
neutralizing  the  effect  to  reported  sales  growth.   If  foreign
exchange  rates remain at April 28, 2000 levels, the expected  second
quarter  sales  growth in dollars should approximate  the  growth  in
local  currency  and projected full year 2000 reported  sales  growth
rates  would  be  approximately 2% lower than local  currency  growth
rates due to the anticipated growth in the European business.







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

Business Segment Results

Biopharmaceutical & Research Segment:
Biopharmaceutical & Research sales, in local currency,  increased  9%
in  the first quarter of 2000 compared to the first quarter of  1999.
Sales  growth,  in local currency, was positive in the  Americas  and
Europe offset by a slight decline in Asia. Sales growth was strongest
for products used in life science laboratory research and in hardware
and  consumables used in the biopharmaceutical markets.  This segment
anticipates similar sales growth for the remainder of 2000.

Biopharmaceutical  & Research operating income,  in  local  currency,
increased 20% in the first quarter of 2000 over the first quarter  of
1999  as a result of the increased sales combined with improved gross
profit  margins.   The  improved gross profit margin  percentage  was
attributed  to  an  increased mix of consumable product  sales  which
generally  have  higher  margins  and  volume  through  manufacturing
plants.

Microelectronics Segment:
Microelectronics sales, in local currency, increased 77% in the first
quarter of 2000 compared to the same period last year.  Sales  growth
was  positive in all geographies with the most significant growth  in
Asia.   Sequential  quarter sales growth  was  19%  from  the  fourth
quarter  of  1999  to  the first quarter of 2000. Recently  published
industry  results and forecasts depict trends of significant increase
in   demand   for  both  semiconductors  and  semiconductor   capital
equipment.     Both  trends  generally  impact  the  Microelectronics
business  segment.    Sales growth in this  segment  is  expected  to
continue  for  the  remainder of 2000, however,  at  lower  quarterly
growth  rates.  It is anticipated that sequential sales will continue
to  increase, although the sequential growth rate will be  less  than
the first quarter of 2000.

Microelectronics operating income, in local currency, increased  from
$1.2  million or 2.9% of sales in the first quarter of 1999 to  $16.8
million or 22.3% of sales in the first quarter of 2000.  The increase
is  primarily  due  to  the  significant sales  growth  coupled  with
improved  gross profit margins and operating expense  leverage.   The
gross  profit  margins were positively impacted by  both  the  higher
sales  volumes and by a greater mix of expendable sales.  The ability
to  maintain  this percentage of operating income for the  full  year
will  be  dependent  on  a number of variables including  the  volume
through  manufacturing plants, the impact of  new  products  on  both
gross  profit margins and spending and sales mix of equipment  versus
consumables.

Corporate Expenses:
Corporate expenses, in local currency increased from $9.1 million  to
$14.0  million in the first quarter of 2000 as compared to  the  same
quarter  of the prior year.  The increased expenses related primarily
to  incremental  variable compensation expense  associated  with  the
improved financial performance of the Company.   For the remainder of
the  year, Corporate expenses are anticipated to be in line with  the
first quarter of 2000.

Consolidated Results

Gross  profit margins were 55% of sales, in local currencies, in  the
first  quarter of 2000 compared to 53% reported in the first  quarter
of  1999.   The  improved  margins can  be  primarily  attributed  to
production  efficiencies  related  to  increased  sales  volume   and
favorable  mix of expendables to hardware.  The ability  to  maintain
the  gross profit margins reported in the first quarter of  2000  for
the remainder of the year will be impacted by the mix of hardware  to
expendables sales, new product sales and volume through manufacturing
plants among other factors.

Selling,  general  and  administrative  expenses  (SG&A),  in   local
currencies, increased 15% in the first quarter of 2000 as compared to
the  first quarter of 1999. This increase is primarily attributed  to
employee costs related to incremental variable compensation earned in
the first quarter of 2000 over amounts earned in the same period last
year,  additional  headcounts and increased spending  due  to  higher
sales  volume.  As a percentage of net sales, SG&A expenses in  local
currencies decreased approximately 3 percentage points.  The  Company
expects  that  for the remainder of the year SG&A as a percentage  of
net  sales  will improve as sales increase resulting in a  full  year
SG&A rate lower than the first quarter's rate.


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

Research   and  development  (R&D)  expenses,  in  local  currencies,
increased  20% in the first quarter of 2000 as compared to the  first
quarter  of  1999.  This  increase is  due  to  incremental  variable
compensation   expense  and  additional  research   and   development
programs.   R&D expenses as a percentage of sales were  6.5%  in  the
first  quarter  of  2000  and the Company is targeting  R&D  spending
levels of 7% for the remainder of the year.

Net  interest  expense  decreased in the first  quarter  of  2000  as
compared  to the first quarter of 1999 primarily attributed to  lower
average  borrowings.  The Company expects interest  expense  for  the
remainder  of  2000  to  be  lower than 1999  due  to  lower  average
borrowings.   The Company does not expect that increases in  interest
rates will have a material effect on interest expense.

The  effective  income tax rate for the first  quarter  of  2000  was
21.0%, the same as the effective income tax rate from operations  for
the  full  year of 1999. The effective tax rate may increase slightly
over  the  remainder  of 2000 depending upon the  geographic  mix  of
sales.

Foreign Exchange
A  substantial portion of the Company's business is conducted outside
of the United States through its foreign subsidiaries.  This business
is   transacted   through  the  Company's  network  of  international
subsidiaries  generally in the local currency. Approximately  30%  of
the  Company's  sales are derived from Europe where the  U.S.  dollar
continued to strengthen against the Euro during the first quarter  of
2000.   The  Company  is  able to partially mitigate  the  impact  of
fluctuations  in  the  Euro  by active  management  of  cross  border
currency flows and material sourcing.  Additionally, the Company  has
significant exposure to changes in the Japanese yen that can  not  be
mitigated   through   normal  financing  or   operating   activities.
Accordingly, the net equity exposure is managed through  the  use  of
debt  swap  agreements. Generally, when the U.S.  dollar  strengthens
against currencies in which the Company transacts its business, sales
and net income will be adversely impacted.


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

Most  of  the  major programs were completed in 1999,  including  the
realignment  of  European  operating  units,  establishment  of   the
European  regional transaction center, streamlining the supply  chain
management  function, consolidating certain manufacturing  operations
and   cancellation   of   leases.  Certain   of   the   manufacturing
consolidations originally planned for 1999 were delayed to  2000  due
to facility preparation and customer requirements.

The  restructuring initiatives combined with the consolidation of the
Company's Microelectronics plants resulted in the elimination of  620
positions worldwide.  Notification to employees was completed  during
the  third  quarter of 1998, although some of the affected  employees
will  continue  in their existing positions through 2000  with  their
related  salary costs charged to operations as incurred. As of  March
31,  2000,  600  employees  had left the  Company  pursuant  to  this
initiative. Under the terms of the severance agreements, the  Company
expects to pay severance and associated benefits through 2000.









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

Capital Resources and Liquidity

Cash  generated by operations in the first three months of  2000  was
$7.5  million compared to $10.7 million in the first three months  of
1999.

The  decrease in cash flow from operations for the first three months
of  2000  as  compared  to the same period  of  the  prior  year  was
primarily  the  result of increased inventories  offset  by  improved
operating   income.   The  inventory  increase  was   attributed   to
anticipated   levels   of   future   sales   predominately   in   the
Microelectronics business segment.

Operating  cash flow generated by the Company during the first  three
months  of  2000 was used to invest in property, plant and  equipment
and  pay dividends. The Company expects to spend approximately  $45.0
to  $50.0  million  for  property, plant and equipment  during  2000.
During  the first quarter of 2000, the Company received $8.8  million
from  the  sale  of property and $14.6 million from the  exercise  of
employee stock options.  Additionally short-term debt increased $12.4
million  although  net  short-term debt decreased  approximately  $17
million.

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


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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

                     Part II - Other Information

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

The annual Meeting of Stockholders of Millipore Corporation was held
on April 27, 2000.  At the Annual Meeting the only matter voted on
was the election of three Class I Directors for a three-year term
(expiring in 2003).  The  following votes were tabulated with respect
to the election:

                         Votes "For"    Withheld
     Mark Hoffman        40,457,168     630,876
     John F. Reno        40,457,335     630,709
     C. William Zadel    40,440,269     647,775

Item 6.  Exhibits and Reports on Form 8-K

a.   Exhibits
  10     Letter Agreement, dated January 10, 2000 between the
  Company and Douglas B. Jacoby
  27   Article 5 Financial Data Schedule - for the three months ended
  March 31, 2000

b.        Report on Form 8-K
  No reports on Form 8-K have been filed by the Company during the
fiscal quarter ended March 31, 2000.

                                -11-

                             SIGNATURES


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


                              Millipore Corporation
                              Registrant



May 12, 2000                  /s/Kathleen B. Allen
Date                          Kathleen B. Allen
                              Chief Financial Officer
                              Chief Accounting Officer