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 March 31, 1998

OR

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



COMMISSION FILE NUMBER   0-1052

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

Massachusetts
(State or other jurisdiction of incorporation or organization)

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

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


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

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

Yes    X     No


The Company had 43,808,352 shares of common stock outstanding as of
April 24, 1998.

<PAGE>
                                  
                        MILLIPORE CORPORATION
                         INDEX TO FORM 10-Q





                                                     Page No.
Part I.   Financial Information

Item 1.   Condensed Financial Statements

          Consolidated Balance Sheets --
             March 31,1998 and December 31, 1997        2

          Consolidated Statements of Income --
             Three Months Ended March 31, 1998 and 1997 3

          Consolidated Statements of Cash Flows --
             Three Months Ended March 31, 1998 and 1997 4

          Notes to Consolidated Condensed
             Financial Statements                     5-7

Item 2.   Management's Discussion and Analysis       8-10
          of Financial Condition and Results of Operations

Part II.  Other Information

Item 1.   Legal Proceedings                            11

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

          Signatures                                   12



<PAGE>
                                  
                        MILLIPORE CORPORATION
                     CONSOLIDATED BALANCE SHEETS
                           (In thousands)
                                  

                                      March 31,   December 31,
                                        1998          1997
ASSETS                               (Unaudited)  
Current assets                                    
   Cash                              $  1,381     $ 2,240
   Short-term investments              32,358      18,029
   Accounts receivable, net           178,029     176,585
   Inventories                        141,677     127,192
   Other current assets                15,860      28,362
Total Current Assets                  369,305     352,408
                                                  
Property, plant and equipment, net    213,858     220,094
Intangible assets                      86,206      77,394
Deferred income taxes                  80,010      88,760
Other assets                           27,337      27,588
                                                  
Total Assets                         $776,716     $766,244
                                                  
LIABILITIES AND SHAREHOLDERS'                     
EQUITY
Current liabilities                               
   Notes payable                     $158,750     $165,576
   Accounts payable                    48,830      46,088
   Accrued expenses                    82,703      74,856
   Dividends payable                    4,380       4,369
   Accrued retirement plan              3,763       7,088
   contributions
   Accrued income taxes payable         4,933       6,896
Total Current Liabilities             303,359     304,873
                                                  
Long-term debt                        287,825     286,844
Other liabilities                      25,648      25,533
Shareholders' equity                              
   Common stock                        56,988      56,988
   Additional paid-in capital          10,927      10,927
   Retained earnings                  516,357     490,289
   Accumulated other comprehensive   (39,823)     (21,720)
   loss
                                      544,449     536,484
Less:  Treasury stock, at cost,                
13,184 shares in 1998 and 13,291 in  (384,565)    (387,490)
1997

Total Shareholders' Equity            159,884     148,994
                                                  
Total Liabilities and Shareholders'  $776,716     $766,244
Equity
                                  
                                  
                                  
                                  
   The accompanying notes are an integral part of the consolidated
                   condensed financial statements.
                                  
                                  
                                 -2-
<PAGE>
                                  
                        MILLIPORE CORPORATION
                  CONSOLIDATED STATEMENTS OF INCOME
                (In thousands except per share data)
                             (Unaudited)


                                  Three Months Ended
                                      March 31,
                                  1998          1997
                                                        
Net sales                     $185,662         $178,839
                                            
Cost of sales                 86,429              80,634
                                             
Gross profit                  99,233              98,205
                                             
Selling, general &            61,687              59,777
administrative expenses
Research & development        13,135              13,151
expenses
Purchased research &                        
development expense                -              114,091
Settlement of litigation      11,766                   -
                                             
Operating income / (loss)     12,645              (88,814)
                                             
Gain on sale of equity                 
securities                    35,594                1,769

Interest income                  614                 761
                                            
Interest expense              (7,073)             (6,024)
                                             
Income / (loss) before                 
income taxes                  41,780              (92,308)
                                             
Provision for income taxes    10,370                5,454
                                             
Net income / (loss)           $31,410           $ (97,762)
                                            
                                             
Net income / (loss) per                      
common share:
Basic                         $ 0.72             $ (2.25)
Diluted                       $ 0.71             $ (2.25)
                                             
Cash dividends declared per   $ 0.10              $ 0.09
common share                               
                                             
Weighted average common                      
shares:
Basic                         43,727              43,391
Diluted                       44,307              43,391




   The accompanying notes are an integral part of the consolidated
                   condensed financial statements.
                                  
                                  
                                 -3-
<PAGE>
                        MILLIPORE CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (In thousands)
                             (Unaudited)
<TABLE>
<CAPTION>
                                     Three Months Ended March 31,
<S>                                     <C>           <C>
                                            1998          1997
Cash Flows From Operating Activities:                             
Net income (loss)                       $31,410       $(97,762)
Adjustments to reconcile net income                   
(loss) to net
 cash provided:
 Purchased research and development          -        114,091
expense
 Write-off of acquired inventory step-       -         5,000
up
 Depreciation and amortization          10,716         8,666
 Gain on sale of equity securities      (35,594)      (1,769)
 Deferred tax provision                  8,750             -
 Change in operating assets and                       
liabilities:
   (Increase) in accounts receivable     (924)        (12,500)
   (Increase) in inventories            (16,945)      (4,515)
   (Increase) in other current assets   (4,595)       (6,594)
   Decrease in other assets                610         8,059
   Increase (decrease) in accounts                    
payable and accrued expenses            10,115        (6,073)
   (Decrease) in accrued retirement     (3,307)       (1,567)
plan contributions
   (Decrease) in accrued income taxes   (1,963)        (870)
   Other                                   924         2,186
Net cash (used in) provided by           (803)         6,352
operating activities
                                                      
Cash Flows From Investing Activities:                 
Additions to property, plant and        (10,735)      (7,144)
equipment
Acquisition of Tylan, net of cash            -        (161,267)
acquired
Proceeds from sale of equity            35,594         1,769
securities
Net cash used by discontinued             (78)         (2,009)
operations
Net cash provided by (used) in          24,781        (168,651)
investing activities
                                                      
Cash Flows From Financing Activities:                 
Issuance of treasury stock under stock   1,851         3,127
plans
(Decrease) increase in short-term debt  (6,821)       92,073
Proceeds from issuance of long-term          -        197,950
debt
Payments on long-term debt                   -        (123,532)
Dividends paid                          (4,369)       (3,899)
Net cash (used in) provided by          (9,339)       165,719
financing activities
Effect of foreign exchange rates on                   
cash and short-term investments         (1,169)       (3,025)
Net increase in cash and short-term     13,470           395
investments
                                                      
Cash and short-term investments on      20,269         46,870
January 1
Cash and short-term investments on      $33,739       $47,265
March 31
</TABLE>
   The accompanying notes are an integral part of the consolidated
                   condensed financial statements.
                                 -4-
<PAGE>
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           (In thousands)


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,  1997.   The
  accompanying unaudited consolidated condensed financial  statements
  are  not  necessarily indicative of future trends or the  Company's
  operations for the entire year.

2. Inventories consisted of the following:


                      March 31, 1998   December 31, 1997
                                       
   Raw materials       $39,738          $42,518
   Work in process      22,656           16,545
   Finished goods       79,283           68,129
                       $141,677        $127,192


3.  Accumulated  depreciation on property, plant  and  equipment  was
  $169,242 at March 31, 1998, and $166,585 at December 31, 1997.


4.During  the  first  quarter  of 1998,  the  Company  finalized  the
  allocation  of  the purchase price relating to the  acquisition  of
  Tylan  General,  Inc.  as  discussed in Note  C  to  the  Company's
  financial  statements for the year ended December  31,  1997.  The
  final accrual for additional costs associated with the acquisition
  is $32,000.   The final  purchase price included current assets of
  $42,544,  property and  equipment of $15,559, other assets of $16,477
  and  liabilities of   $22,042.   Intangible  assets  valued  at 
  $28,742  are  being amortized over their estimated useful lives ranging
  from  6  to  20 years.


5.On  May  2,  1997, the Environmental Quality Board (EQB) of  Puerto
  Rico  served  an administrative order on Millipore Cidra,  Inc.,  a
  wholly-owned  subsidiary of the Company.  The administrative  order
  (EQB  order) alleged:  (i) that the nitrocellulose filter  membrane
  scrap produced by Millipore Cidra's manufacturing operations  is  a
  hazardous  waste as defined in EQB regulations; (ii) that Millipore
  Cidra,  Inc.  failed  to  manage,  transport  and  dispose  of  the
  nitrocellulose membrane scrap as a hazardous waste; and (iii)  that
  such  failure  violated EQB regulations.  The  EQB  order  proposed
  penalties  in  the  amount of $96,500 and ordered Millipore  Cidra,
  Inc.  to  manage the nitrocellulose membrane scrap as  a  hazardous
  waste.

  The Company has recorded a charge of $5,000 (including legal fees)
  in the first quarter of 1998 reflecting its costs to settle this
  matter.

  The  Company also recorded a charge of $3,100 in the first  quarter
  of  1998  reflecting  its  costs in  settling  a  separate  lawsuit
  (subject  to court approval) with an intervening party in  the  EQB
  administrative case described above.

                                 -5-
<PAGE>
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           (In thousands)


6.The  Company  and Waters Corporation were engaged in an arbitration
  proceeding  and  a  related  litigation  in  the  Superior   Court,
  Middlesex,  Massachusetts, both of which commenced  in  the  second
  quarter  of  1995 with respect to the amount of assets required  to
  be  transferred by the Company's Retirement Plan in connection with
  the  Company's  divestiture of its former Chromatography  Division.
  In  the  second  quarter of 1996, Waters filed a Complaint  in  the
  Federal   District  Court  of  Massachusetts  alleging   that   the
  Company's  operation  of  the Retirement Plan  violates  ERISA  and
  certain  sections of the Internal Revenue Code.  Judgments  in  the
  Company's   favor  were  handed  down  by  both  the  Massachusetts
  Superior Court and the Federal District Court in May 1997 and  July
  1997,  respectively.  Waters appealed the federal  court  judgment,
  which  was affirmed by the United States Court of Appeals  for  the
  First Circuit in April 1998.


7.  The  Company recorded a charge of $3,666 in the first quarter  of
  1998   to   settle   a  patent  lawsuit  with  Mott   Metallurgical
  Corporation.   In  the lawsuit, each party claimed infringement  of
  one  of  its patents by the other.  As part of the settlement,  the
  parties agreed to cross license the two patents at issue.


8.In   partial   consideration  for  the  sale  of  its  non-membrane
  bioscience  instrument division in 1994, the Company received  four
  thousand  shares of preferred stock of PerSeptive Biosystems,  Inc.
  ("PerSeptive").  The preferred stock was redeemable in  four  equal
  annual  installments of $10,000, commencing in August 1995, in  the
  equivalent value as of each redemption date in common stock,  $0.01
  par  value  of  PerSeptive. Effective January 22, 1998,  PerSeptive
  completed  a  merger with Perkin-Elmer Corporation ("Perkin-Elmer")
  and became a wholly-owned subsidiary of Perkin-Elmer.  Pursuant  to
  this  merger all of the Company's remaining holdings in PerSeptive,
  which  consisted  of  2,213,357 shares  of  common  stock  and  one
  thousand  shares  of  preferred stock were converted  into  586,541
  shares  of Perkin-Elmer common stock.  The Company sold all 586,541
  shares  of  its  Perkin-Elmer common stock holdings  in  the  first
  quarter of 1998 and recognized a net gain of $32.5 million.


9.For March 31, 1997 basic and diluted earnings per share are the
  same, as the Company was in a loss position.  The effect of anti-
  dilutive securities in 1997 amounted to 836 shares.  The following
  is a reconciliation for March 31, 1998 of the numerator and
  denominator for basic and diluted earnings per share:

                                Net Income   Shares        EPS
  
  Basic earnings per share       $  31,410   43,727       $0.72
  Effect of dilutive securities:
       Stock options                          580
  
  Diluted earnings per share     $ 31,410   44,307       $0.71
  
  
  
  
  
  
  
  
  

  
  
  
                                 -6-
<PAGE>
                        MILLIPORE CORPORATION
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           (In thousands)


10.    The Company has adopted SFAS No. 130, "Reporting Comprehensive
   Income",  which  requires  that all  components  of  comprehensive
   income  and  total  comprehensive  income  be  reported  and  that
   changes be shown in a financial statement displayed with the  same
   prominence  as  other  financial  statements.   The  Company   has
   elected   to  disclose  this  information  in  its  statement   of
   stockholders'  equity. Total comprehensive income/(loss)  for  the
   quarters ended March 31, was comprised of the following:


                                        March 31,   March 31,
                                        1998         1997

  Net income/(loss)                     $31,410     $(97,762)

  Foreign currency translation          (808)          (14,086)

  Unrealized holding gain on
  equity securities, net of tax         (17,295)       (125)

  Total comprehensive income/(loss)     $13,307        $(111,973)


11.In  July  1997,  the FASB issued SFAS No. 131, "Disclosures  about
  Segments  of  an  Enterprise  and Related  Information",  which  is
  effective for fiscal years beginning after December 15, 1997.   The
  interim  reporting disclosures are not required in the  first  year
  of   adoption.    SFAS   131  specifies  revised   guidelines   for
  determining an entity's operating segments and the type  and  level
  of  financial  information  to  be  disclosed.   SFAS  131  changes
  current  practice under SFAS 14 by establishing a new framework  on
  which   to  base  segment  reporting.   The  "management"  approach
  expands  the  required disclosures for each segment.   The  Company
  will  adopt SFAS 131 in the fourth quarter ended December 31,  1998
  and  has  not  yet  determined the impact of such adoption  on  its
  segment reporting as currently presented.

  In  February 1998, the Financial Accounting Standards Board  (FASB)
  issued  Statement of Financial Accounting Standard (SFAS) No.  132,
  "Employers'  Disclosures  about Pensions and  Other  Postretirement
  Benefits".   SFAS  No.  132 establishes new increased  requirements
  for  disclosure  of  a Company's pensions and other  postretirement
  benefit  obligations.  SFAS No. 132 is effective for  fiscal  years
  beginning  after  December 15, 1997, but may  be  adopted  earlier.
  The  Company  will adopt the increased disclosure  requirements  of
  SFAS No. 132 in the fourth quarter ended December 31, 1998.

  In  March  1998,  Statement of Position 98-1, "Accounting  for  the
  Cost  of Computer Software Developed or Obtained for Internal  Use"
  ("SOP  98-1"),  was  issued  which provides  guidance  on  applying
  generally accepted accounting principles in addressing whether  and
  under what conditions the costs of internal-use software should  be
  capitalized.   SOP 98-1 is effective for transactions entered  into
  in  fiscal  years  beginning  after  December  15,  1998,  however,
  earlier   adoption   is  encouraged.   The  Company   adopted   the
  guidelines  of  SOP 98-1 as of January 1, 1998 and  the  impact  of
  such  adoption  was not material to the results  of  operations  or
  cash flows for the quarter ended March 31, 1998.
                                  
                                  
  
  
  
  
  

  
  
  
                                 -7-
<PAGE>
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                           (In thousands)


Forward Looking Statements
The  following  Discussion  and Analysis  includes  certain  forward-
looking  statements  which  are subject to  a  number  of  risks  and
uncertainties as described in Management's Discussion and Analysis in
the  Company's Annual Report on Form 10-K for the year ended December
31,  1997.   Such  forward-looking statements are  based  on  current
expectations and actual results may differ materially.

Recent Developments
On  May 2, 1997, the Environmental Quality Board (EQB) of Puerto Rico
served  an  administrative order on Millipore Cidra, Inc., a  wholly-
owned  subsidiary  of  the  Company.  The administrative  order  (EQB
order)  alleged:  (i) that the nitrocellulose filter  membrane  scrap
produced by Millipore Cidra's manufacturing operations is a hazardous
waste as defined in EQB regulations; (ii) that Millipore Cidra,  Inc.
failed  to  manage,  transport  and  dispose  of  the  nitrocellulose
membrane  scrap  as  a hazardous waste; and (iii) that  such  failure
violated  EQB regulations.  The EQB order proposed penalties  in  the
amount  of  $96,500 and ordered Millipore Cidra, Inc. to  manage  the
nitrocellulose membrane scrap as a hazardous waste.

The Company has recorded a charge of $5,000 (including legal fees) in
the first quarter of 1998 reflecting its costs to settle this matter.

The Company also recorded a charge of $3,100 in the first quarter  of
1998 reflecting its costs in settling a separate lawsuit (subject  to
court  approval) with an intervening party in the EQB  administrative
case described above.

Results of Operations
Consolidated  net sales for the first quarter of 1998 were  $185,662,
an  increase  of 4% over sales for the same period last year.   Sales
growth  measured in local currency terms was 9% in the first  quarter
of  1998.  Sales growth in the first quarter of 1998,  excluding  the
Tylan  acquisition, would have been 3% or 8% in local currency. First
quarter earnings per share, excluding non-recurring items, were $0.32
per  share, compared to $0.45 per share last year.  There were  three
one-time  events  that  affected earnings performance  in  the  first
quarter of 1998 including the sale of equity securities, which had  a
positive  impact  of  $0.63 per share; the  settlement  of  a  patent
dispute  with Mott Metallurgical Corporation, which reduced  earnings
per  share by $0.07; and a reduction to earnings of $8.1 million,  or
$0.17   per  share,  reflecting  the  costs,  including  legal  fees,
associated  with  settling both its administrative dispute  with  the
Environmental  Quality Board in Puerto Rico and  a  separate  lawsuit
with  an  intervening party in that administrative  case.   Including
these  one-time items, the earnings per share for the  first  quarter
was  $0.71.  The following table summarizes sales growth by geography
and market in the first quarter of 1998:

                                                      % Growth
                   Q1-1997     Q1-1998    % Growth    Local
                                                      Currency
                                                      
Microelectronics   $ 57        $ 59       3%          10%
   
BioPharmaceutical  $ 54        $ 58       6%          10%
  
Analytical         $ 68        $ 69       2%          8%
Laboratory
                                                      
       TOTAL       $ 179       $ 186      4%          9%
                                                      
                                                      
Americas           $ 75        $ 82       9%          10%
Europe             $ 53        $ 56       5%          13%
Asia/Pacific       $ 51        $ 48       (6)%        5%
                                                      
       TOTAL       $ 179       $ 186      4%          9%

                                  
                                 -8-
<PAGE>
                                  
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                           (In thousands)


Results of Operations (continued)
Sales to microelectronics customers increased 10%, in local currency,
in  the first quarter of 1998 compared to the first quarter of  1997.
This growth rate includes incremental sales related to Tylan General,
which was acquired in late January 1997.   The Company continues
to be negatively  impacted  by  the downturn in the semiconductor
industry which started in 1996.  Although the growth in the first
quarter of 1998 was 10%, we experienced a slowing in the microelectronics
business midway through the quarter.  This trend is expected to continue
throughout the  second  quarter of 1998.  Sales growth in the  Bio-
Pharmaceutical market  was  10%,  in local currency, representing strong
growth  in sales to Biotechnology customers offset by a decline in sales
to  the food   and   beverage  industry.  Sales  to  Biotechnology 
customers represents  approximately  50%  of  sales  in  the  Bio-
Pharmaceutical market.  Sales growth in the Analytical Laboratory
market was 8%,  in local currency, reflecting an increase in market
penetration of  core products,  continued  growth  of rapid  detection
products  and  new products introduced to ultra pure water customers.

In the first quarter of 1998, the U.S. dollar continued to strengthen
against  all  European  currencies and  most  Asian  currencies.   If
foreign exchange rates remain at March 31, 1998 levels, the affect of
foreign  exchange  currencies is expected to reduce  reported  second
quarter  and  full  year 1998 sales growth by approximately  4  to  5
percentage points when compared to local currency growth rates.

Gross  profit  margins in the first quarter of  1998  were  53.4%  of
sales, compared to 57.7% in the first quarter of 1997, excluding non-
recurring  charges in the first quarter of 1997 associated  with  the
acquisitions  of  both  Tylan  General  and  Amicon.   Gross   margin
percentages  were  lower  than those in the  same  period  last  year
reflecting  the  impact  of  a stronger  U.S.  dollar  and  a  higher
concentration  of  lower margin Tylan business. The  Company  expects
that  gross  margin percentages in the second quarter  of  1998  will
approximate those reported in the first quarter of 1998.

Operating  expenses  excluding the settlement of  litigation  in  the
first quarter of 1998 increased 2.6% over operating expenses for the
first  quarter of 1997.  Included in the settlement of litigation  is
the  costs  to  settle  with the EQB and the  intervening  party,  as
discussed  in  Footnote  5  to the Consolidated  Condensed  Financial
Statements.  In addition the Company recorded a charge of  $3,666  in
the  first  quarter  of  1998 to settle a patent  lawsuit  with  Mott
Metallurgical  Corporation.   In  the  lawsuit,  each  party  claimed
infringement  of one of its patents by the other.   As  part  of  the
settlement,  the parties agreed to cross license the two  patents  at
issue.

The  gain on sale of equity securities in the first quarter of  1998,
reflects   the   sale  of  the  Company's  holdings  in  Perkin-Elmer
Corporation as discussed in Footnote 8 to the Consolidated  Condensed
Financial Statements.  The Company also sold all of its common shares
of  Glyko  Biomedical in the first quarter of 1998 and  recognized  a
gain of $3.1 million.

Net  interest  expense in the first quarter of 1998 was  higher  than
that  of  the first quarter of 1997 due to increased interest  rates.
Interest on borrowings required to complete the acquisition, as  well
as  interest  on Tylan's assumed debt, are included in the  Company's
statement of income from January 22, 1997.  The Company expects  that
interest  expense in the second quarter and for the year  ended  1998
will  be  slightly lower than 1997 as cash generated  from  operating
activities  and the proceeds from the sale of equity securities  will
be used to reduce outstanding borrowings.

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



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


Results of Operations (continued)
The  Company  utilizes  a common worldwide software  system  for  its
financial  and  business reporting.  The Company  believes  that  its
system  is  Year  2000 compliant and that future costs  necessary  to
ensure  successful  Year 2000 compliance will  not  have  a  material
effect on the Company's results of operations.

A  substantial portion of the Company's business is conducted outside
of  the United States through its foreign subsidiaries.  This exposes
the   Company   to  risks  associated  with  foreign  currency   rate
fluctuations, which can impact the Company's revenue and net  income.
The Company had entered into foreign currency option transactions  to
sell Yen, on a continuing basis in amounts and timing consistent with
the underlying currency exposure so that the gains or losses on these
transactions partially offset the realized foreign exchange gains  or
losses  on the underlying exposure.  In the first quarter of 1998,  a
gain of $681 was realized on the Company's foreign exchange contracts
and  was  recorded in cost of sales, compared to a gain of $1,575  in
the  first  quarter of 1997.  As of March 31, 1998, the  Company  has
only  forward  option  contracts to sell yen.   In  the  event  of  a
significant  strengthening of the U.S. dollar against  the  yen,  the
exercise  of  these  forward options will partially  mitigate  losses
incurred  by  the Company on the underlying currency  exposure.   The
Company does not engage in speculative trading activity.

                                  
Capital Resources And Liquidity
Cash  used by operations in the first three months of 1998  was  $803
compared  to  cash generated from operations of $6,352 in  the  first
three months of 1997.  Cash flow from operations in the first quarter
of  1998  included  outflows  of $1,861 of  employee  costs,  $75  of
facilities-related costs, $1,184 of contract termination  costs,  and
$1,556   of   other  integration  expenses  against  the  acquisition
accruals.

Cash  generated by the Company during the three months  of  1998  was
used  to  pay  down  short-term debt, invest in property,  plant  and
equipment,   and  pay  dividends.  Property,  plant   and   equipment
expenditures  for the first three months of 1998 exceeded  those  for
the  same  period in 1997.  The Company expects property,  plant  and
equipment expenditures to increase over the remainder of 1998  as  it
completes  the  construction  of its new  manufacturing  facility  in
Allen, Texas.

Refer   to   Footnote  5  to  the  Consolidated  Condensed  Financial
Statements   regarding   the   Company's   notification   from    the
Environmental Quality Board of Puerto Rico.


                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  



                                  
                                  
                                  
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<PAGE>
PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.
On  May 2, 1997, the Environmental Quality Board (EQB) of Puerto Rico
served  an  administrative order on Millipore Cidra, Inc., a  wholly-
owned  subsidiary  of  the  Company.  The administrative  order  (EQB
Order)  alleged:  (i) that the nitrocellulose filter  membrane  scrap
produced by Millipore Cidra's manufacturing operations is a hazardous
waste as defined in EQB regulations; (ii) that Millipore Cidra,  Inc.
failed  to  manage,  transport  and  dispose  of  the  nitrocellulose
membrane  scrap  as  a hazardous waste; and (iii) that  such  failure
violated  EQB regulations.  The EQB Order proposed penalties  in  the
amount  of  $96,500,000 and ordered Millipore Cidra, Inc. to  manage 
the nitrocellulose membrane scrap as a hazardous waste.

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

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

The  Company  and Waters Corporation were engaged in  an  arbitration
proceeding and a related litigation in the Superior Court, Middlesex,
Massachusetts, both of which commenced in the second quarter of  1995
with  respect  to the amount of assets required to be transferred  by
the  Company's  Retirement  Plan  in connection  with  the  Company's
divestiture  of its former Chromatography Division.   In  the  second
quarter  of  1996,  Waters filed a Complaint in the Federal  District
Court  of Massachusetts alleging that the Company's operation of  the
Retirement  Plan violates ERISA and certain sections of the  Internal
Revenue  Code.  Judgments in the Company's favor were handed down  by
both  the Massachusetts Superior Court and the Federal District Court
in May 1997 and July 1997, respectively.  Waters appealed the federal
court  judgment,  which was affirmed by the United  States  Court  of
Appeals for the First Circuit by opinion dated April 3, 1998.

On  October  15, 1996 the Company commenced an action for declaratory
judgement   in   the  U.S.  District  Court  for  the   District   of
Massachusetts against Mott Metallurgical Corporation (Mott) seeking a
determination that U.S. Patent No. 5,114,447 was invalid and that the
Company  did  not infringe such patent.  On December  16,  1996  Mott
filed  a  counterclaim seeking declaratory, injunctive  and  monetary
relief  from the alleged infringement by the Company of the foregoing
patent.   On  January  6, 1997, the Company  filed  a  reply  to  the
counterclaim,  asserting the invalidity of U.S. Patent No.  5,114,447
and that Mott infringed the Company's U.S. Patent No. 5,487,771. Both
patents relate to porous metal filters for high purity gas filtration
for  semiconductor manufacturing applications.  On February 18, 1998,
the Company entered into a settlement agreement with Mott pursuant to
which  Mott  and the Company agreed to cross license their respective
patents  and  the  Company agreed to a one time payment  to  Mott  of
$3,500,000.

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

a.Exhibits

  27   Article 5 Financial Data Schedule - First Quarter 1998


b.   Reports on Form 8-K

  None.

                                -11-
<PAGE>
                                  
                             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 15, 1998                  /s/ Francis J. Lunger
Date                          Francis J. Lunger
                              Corporate Vice President, Chief
                              Financial Officer and Treasurer








































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