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, 1997

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) 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 43,596,783 shares of common stock outstanding as
of October 26, 1997.

                                
                                
                      MILLIPORE CORPORATION
                       INDEX TO FORM 10-Q





                                                     Page No.
Part I.   Financial Information

Item 1.   Condensed Financial Statements

          Consolidated Balance Sheets --
             September 30, 1997 and December 31, 1996   2

          Consolidated Statements of Income --
             Three and Nine Months Ended September 30,
          1997 and 1996                                 3

          Consolidated Statements of Cash Flows --
             Nine Months Ended September 30, 1997 and
          1996                                          4

          Notes to Consolidated Condensed
             Financial Statements                     5-6

Item 2.   Management's Discussion and Analysis
             of Financial Condition and Results
             of Operations                            7-9

Part II.  Other Information

Item 6.   Exhibits and Reports on Form 8-K             10

          Signatures                                   11



                                
                                
                      MILLIPORE CORPORATION
                   CONSOLIDATED BALANCE SHEETS
                         (In thousands)
                                

                                     September 30, December 31,
                                         1997          1996
ASSETS                               (Unaudited)               
Current assets                                                 
   Cash                              $  1,891          $   4,010
   Short-term investments              29,204             42,860
   Accounts receivable, net           181,145            151,653
   Inventories                        129,305            106,410
   Other current assets                14,253              6,979
Total Current Assets                  355,798            311,912
                                                     
Property, plant and equipment, net    219,011            203,017
Intangible assets                      78,484             58,866
Deferred income taxes                  82,464             69,086
Other assets                           49,626             40,011
                                                     
Total Assets                        $ 785,383          $ 682,892
                                                               
LIABILITIES AND SHAREHOLDERS'                                  
EQUITY
Current liabilities                                            
   Notes payable                   $  180,129         $  101,546
   Accounts payable                    46,922             34,404
   Accrued expenses                    85,532             57,011
   Accrued divestiture costs              337              3,604
   Dividends payable                    4,359              3,899
   Accrued retirement plan              6,273              4,705
   contributions
   Accrued income taxes payable         5,457             11,231
Total Current Liabilities             329,009            216,400
                                                     
Long-term debt                        292,793            224,359
Other liabilities                      26,281             24,528
Shareholders' equity
   Common stock                        56,988             56,988
   Additional paid-in capital           8,800              8,800
   Retained earnings                  473,373            548,598
   Unrealized gain on securities       16,873              9,536
   available for sale
   Translation adjustments            (28,107)            (8,280)
                                      527,927            615,642
   Less:  Treasury stock, at cost,                 
13,399 shares in 1997 and 13,666 in
 1996                                (390,627)           (398,037)
Total Shareholders' Equity            137,300             217,605
                                                     
Total Liabilities and Shareholders' $ 785,383          $  682,892
Equity
                                
                                
                                
                                
 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,
                                1997        1996        1997        1996
                                                                          
Net sales                     $184,544     $148,913  $555,881    $467,317 

Cost of sales                 82,372        60,774    249,430     188,132
                                                                   
Gross profit                  102,172       88,139    306,451     279,185
                                                                   
Selling, general &                                          
administrative expenses       58,965        50,226    182,015     152,425
Research & development                                      
expenses                      14,353         9,610     42,507      28,760
Purchased research &                                             
development expense               -            -      114,091     -
                                                                   
Operating income / (loss)     28,854       28,303    (32,162)      98,000
                                                                   
Gain on sale of equity                                       
securities                     5,304        2,858       7,073       2,858

Interest income                  708         660       2,105        2,034

Interest expense              (8,026)     (2,995)    (22,209)    (8,650)
                                        
                                                                   
Income / (loss) before           
income taxes                  26,840       28,826     (45,193)     94,242
                                                                   
Provision for income taxes     5,637      6,774       14,985      22,147
                                                                   
Net income / (loss)           $21,203    $22,052     $(60,178)   $72,095
                                       
                                                                   
Net income / (loss) per       $ 0.49       $   0.51  $(1.38)     $1.65
common share                                      
                                                                   
Cash dividends declared per   $ 0.10       $   0.09  $ 0.29      $ 0.26
common share                                        
                                                                   
Weighted average common                                   
shares                        43,565       43,335      43,492      43,714









   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,
                                          1997           1996
Cash Flows From Operating Activities:                           
Net (loss) income                       $(60,178)      $72,095
Adjustments to reconcile net (loss)                    
income to net
 cash provided:
 Purchased research and development     114,091             -
expense
 Write-off of acquired inventory step-   5,000              -
up
 Depreciation and amortization          30,358         22,736
 Gain on sale of equity securities      (7,073)        (2,858)
 Change in operating assets and                        
liabilities:
   (Increase) in accounts receivable    (20,354)       (9,042)
   (Increase) in inventories            (11,024)       (13,377)
   (Increase) in other current assets   (8,783)        (3,223)
   (Increase) in other assets           (2,382)        (4,582)
   (Decrease) increase in accounts                     
payable and accrued                     (11,578)        4,407
   expenses
   Increase(decrease) in accrued         1,648          (310)
retirement plan
   contributions
   (Decrease) increase in accrued        (389)          1,746
income taxes
   Other                                 4,782          2,993
Net cash provided by operating          34,118         70,585
activities
                                                       
Cash Flows From Investing Activities:                  
Additions to property, plant and        (28,464)       (22,808)
equipment
Investment in businesses                (5,395)        (3,990)
Acquisition of Tylan, net of cash       (159,158)           -
acquired
Investment in intangible assets              -         (1,523)
Proceeds from sale of equity             7,073          2,979
securities
Net cash used by discontinued           (3,246)        (7,735)
operations
Other investing activities              (1,146)             -
Net cash used in investing activities   (190,336)      (33,077)
                                                       
Cash Flows From Financing Activities:                  
Treasury stock acquired                      -         (57,552)
Issuance of treasury stock under stock   5,178          8,454
plans
Increase in short-term debt             79,583         26,147
Proceeds from issuance of long-term     197,950             -
debt
Payments on long-term debt              (126,018)       (735)
Dividends paid                          (12,185)       (11,109)
Net cash provided by (used in)          144,508        (34,795)
financing activities
                                                       
Effect of foreign exchange rates on                    
cash and                                (4,065)         (738)
 short-term investments
Net (decrease) increase in cash and     (15,775)        1,975
short-term investments
                                                       
Cash and short-term investments on      46,870          23,758
January 1
Cash and short-term investments on      $31,095        $25,733
September 30
                                                       
       The accompanying notes are an integral part of the
          consolidated condensed financial statements.
                               -4-
                        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,  1996.   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:


                  September 30,       December 31,
                      1997                1996
                                      
   Raw materials   $45,726           $ 27,502
   Work in          17,969             16,310
   process
   Finished         65,610             62,598
   goods
                   $129,305          $ 106,410
                                      


3.      Accumulated depreciation on property, plant and equipment was
  $215,078 at September 30, 1997, and $195,397 at December 31, 1996.


4.    On  January 22, 1997, the Company completed a cash tender offer
  for  all  of  the outstanding common shares of Tylan General,  Inc.
  (Tylan).  Tylan, which became a wholly-owned subsidiary on  January
  27,  1997,  supplies precision mass flow controllers, pressure  and
  vacuum measurement and control equipment, and ultraclean gas panels
  to  the  microelectronics industry.  The aggregate purchase  price,
  including  the assumption of Tylan debt and transaction costs,  was
  $163,371.  On June 27, 1997 the Company sold a seventy-five percent
  owned subsidiary of Tylan.  Cash proceeds from the sale of $2,700 are
  reflected  as  a  reduction in the cost to  acquire  Tylan  in  the
  accompanying consolidated statement of cash flows.  The acquisition
  is accounted for as a purchase, and accordingly, the purchase price
  has  been preliminarily allocated to the identifiable tangible  and
  intangible  assets based on estimated fair market values  of  those
  assets.  The Company has accrued approximately $31,000 for additional
  costs associated with the acquisition.  These costs include severance
  payable   to  Tylan  employees,  abandonment  of  duplicate   Tylan
  manufacturing and sales facilities, and termination of certain Tylan
  contractual obligations.  The Company expects that the integration of
  Tylan's  operations into those of the Company will be substantially
  complete  by  December  31, 1998.  The ultimate  execution  of  the
  Company's plans and costs incurred may result in an adjustment to the
  amounts  preliminarily allocated to assets and liabilities  and  to
  amounts accrued for additional costs associated with the acquisition.
  The purchase price included at estimated fair value, current assets
  of  $45,044,  property and equipment of $22,759,  other  assets  of
  $16,477 and liabilities of $22,042.  Identifiable intangible assets
  were  valued  at $18,042 and included tradenames and  patented  and
  unpatented complete technology.  These intangible assets are  being
  amortized over their estimated useful lives ranging from  6  to  10
  years.  The value of in-process research and development for  which
  technical  feasibility has not been achieved was $114,091  and  was
  charged to earnings in the first quarter of 1997.  The purchase was
  financed through the Company's revolving credit facility discussed in
  Note  J  to  the Company's financial statements for the year  ended
  December 31, 1996.





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


5.    In  March  1997,  the Company sold $100,000 of 7.23%  unsecured
  notes due in 2002 and $100,000 of 7.60% unsecured notes due in 2007,
  pursuant  to a public offering.  Net proceeds from the offering  of
  $197,950  were  used  to  repay borrowings  outstanding  under  the
  Company's Revolving Credit Facility.  Interest on the new notes  is
  payable semi-annually in April and October.

  In  July  1997,  the  Company reduced the maximum  funds  available
  under  the  five  year Revolving Credit Facility from  $450,000  to
  $350,000.    Individual  borrowings  under  the  Revolving   Credit
  Facility  are made on terms not exceeding six months.  Accordingly,
  borrowings under the facility are reflected in notes payable  as  a
  current liability in the accompanying consolidated balance sheet.

6.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) generally alleges:  (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  proposes  penalties in the amount  of  $96,500  and  orders
  Millipore Cidra, Inc. to manage the nitrocellulose membrane  scrap
  as   a  hazardous  waste.   The  Company  believes  that  it   has
  meritorious arguments, intends to vigorously contest the EQB Order
  and believes that it should prevail.
  Depending  on  the  ultimate outcome of these  proceedings  (or  if
  there  are  interim  material  adverse developments),  the  Company
  could  be  in  violation  of certain provisions  contained  in  its
  $350,000  Revolving Credit Facility, $100,000 6.88%  notes  due  in
  2004,  $100,000 7.23% notes due 2002 and $100,000 7.60%  notes  due
  in  2007.  Violation of these provisions would allow the lenders to
  require  repayment  on  demand (or, in the case  of  the  Revolving
  Credit  Facility,  restrict borrowings or re-borrowings).   In  any
  such  event,  the  Company  believes  that  it  would  be  able  to
  renegotiate  the  terms of its existing debt, although  potentially
  on less favorable terms.

7.The  Company  and Waters Corporation have 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  has  appealed  both  the  state  and
  federal  court  judgments.  Although there can be no assurances  of
  the  outcome  of any judicial appeals of these decisions,  or  that
  federal  agencies with jurisdiction over pension benefit  transfers
  might  not  review  this  transaction  independently,  the  Company
  believes that it will prevail in any such appeal or review.

8.In  February 1997, the Financial Accounting Standards Board  (FASB)
  issued Statement of Financial Accounting Standard (SFAS) No. 128  -
  Earnings  per Share.  SFAS No. 128 supersedes Accounting Principles
  Board  Opinion  No. 15 (APB No. 15), by establishing new  standards
  for   computing  and  presenting  earnings  per  share  (EPS)   and
  requiring a dual presentation of basic and dilutive EPS.  SFAS  No.
  128  is  effective  for  financial statements  issued  for  periods
  ending  after  December  15,  1997  and  earlier  adoption  is  not
  permitted.   Neither  basic  nor  dilutive  EPS  as  calculated  in
  accordance  with  SFAS No. 128 would be materially  different  from
  primary EPS as presented in these financial statements.

  In   June   1997,  the  FASB  issued  SFAS  No.  130  -   Reporting
  Comprehensive  Income.  SFAS  No.  130  establishes  standards  for
  reporting  and  display of comprehensive income and its  components
  in  a  full set of general purpose financial statements.  SFAS  No.
  130  is  effective  for fiscal years beginning after  December  15,
  1997  with  earlier application permitted. The Company is currently
  assessing the impact of SFAS No. 130.


                                 -6-
               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,  1996.   Such  forward-looking statements are  based  on  current
expectations and actual results may differ materially.

Recent Developments
On  January 22, 1997, the Company announced the successful completion
of its tender offer for all of the outstanding common shares of Tylan
General,  Inc. "Tylan" for $16.00 per share.  Tylan became  a  wholly
owned  subsidiary of the Company on January 27, 1997.  The  aggregate
purchase   price,  including  the  assumption  of  Tylan   debt   and
transaction costs, was $163,371.  This acquisition has been accounted
for  as  a  purchase and resulted in a non-tax deductible charge  for
purchased  research and development of $114,091 in the first  quarter
of 1997.

On  December  31,  1996, the Company acquired the  Amicon  Separation
Science  Business  "Amicon" of W.R. Grace and  Co.  for  a  price  of
$129,265  in  cash,  including transaction costs.  This  acquisition,
which  is  discussed more fully in the financial  statements  of  the
Company for the year ended December 31, 1996, has also been accounted
for as a purchase.

Both acquisitions are included in the Company's consolidated year  to
date and quarterly financial statements in 1997 from their respective
date  of acquisition and, accordingly, results of operations of  1997
are not comparable to results of operations of 1996.

Results of Operations
Consolidated  net sales for the third quarter of 1997 were  $184,544,
an  increase of 24% over sales for the same period last year.   Sales
growth  measured in local currency terms was 31% in the third quarter
of  1997, with the stronger U.S. dollar against the Japanese Yen  and
most  European  currencies decreasing reported  sales  growth  by  7%
points.   Sales  growth in the third quarter of  1997  was  generated
primarily by the Company's acquisitions of Amicon and Tylan.  Without
these  acquisitions, revenues increased 1% over the same period  last
year,  and,  in local currency increased 8%.  Third quarter  earnings
per  share  were  $0.49,  compared to  $0.51  per  share  last  year.
Dilution  due to the Tylan acquisition reduced earnings per share  by
$0.09  in  the third quarter. The Company expects a similar  dilution
impact in the fourth quarter of 1997.  The following table summarizes
sales  growth  by geography and market in the third quarter  of  1997
with and without the recent acquisitions.

                    Sales growth rates       Sales growth rates
                    measured in local         measured in U.S.
                        currencies                dollars
                                                       
                      With     Without         With     Without
                   Acquisi-   Acquisi-      Acquisi-   Acquisi-
                     tions      tions         tions      tions
                                                           
   Americas           47%        9%            48%        9%
   Europe             32%        13%           15%       (3)%
   Asia/Pacific       15%        3%            7%        (4)%
                      31%        8%            24%        1%
   Consolidated
                                                       
                                                       
   Microelectronics   68%        9%            60%        3%
    Mfg.
   BioPharmaceutical  17%        6%            10%       (1)%
    Mfg.
   Analytical         19%        9%            10%        1%
   Laboratory
                      31%        8%            24%        1%
   Consolidated
                                                           

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






Sales growth in the analytical laboratory market in the third quarter
was 9% in local currency consistent with the growth rate achieved  in
this  market  in  the second quarter of 1997 and the second  half  of
1996.  Growth in this market in the third quarter of 1997 was  driven
by  the  successful introduction of a new family of laboratory  water
purification   systems.   Sales  to  microelectronics   manufacturing
customers  continued  to  be  affected  by  a  down  cycle   in   the
microelectronics  industry, a trend which started in  the  middle  of
1996.   This  downturn has negatively impacted both sales and  income
for  the  first  nine months of 1997 as compared to  the  first  nine
months  of 1996.  Sales of microelectronics products did increase  in
the  third  quarter of 1997 compared to the second quarter  of  1997.
Sales growth in the BioPharmaceutical market was 6%, consistent  with
the  growth  rate achieved in the second quarter of  1997.  Sales  to
biotechnology customers within this market remained strong.

In the third quarter of 1997, the U.S. dollar continued to strengthen
against  all  European  currencies and, in  the  fourth  quarter  has
continued  to strengthen against most Asian currencies.   If  foreign
exchange  rates  remain  at October 30, 1997 levels,  the  affect  of
foreign  exchange  currencies is expected to reduce  reported  fourth
quarter  and full year 1997 sales growth by approximately 7  to  8  %
points when compared to local currency growth rates.

Gross  margins  in  the third quarter of 1997 were  55.4%  of  sales,
compared  to  59.2%  in  the third quarter  of  1996.   Gross  margin
percentages were lower than those in the same period last year as the
acquired  businesses  both have lower gross margin  percentages  than
those  achieved  by  the Company in 1996.  The Company  expects  that
gross  margin  percentages  in  the  fourth  quarter  of  1997   will
approximate those reported in the third quarter of 1997.

Operating  expenses in the third quarter of 1997 increased  23%  over
operating  expenses for the third quarter of 1996.  The  increase  is
mainly  due  to  operating expenses of the acquired businesses.   The
Company expects operating expenses in the fourth quarter of 1997 will
increase slightly over those incurred in the third quarter of 1997.

The  gain on sale of equity securities of $5,304 in the third quarter
of  1997,  represents the sale of a portion of the Company's holdings
in  PerSeptive  Biosystem's  common shares.   The  Company  has  sold
additional  portions of this equity investment in the fourth  quarter
of 1997.

Net  interest  expense in the third quarter of 1997 was significantly
higher  than  that  of the third quarter of 1996,  due  to  increased
borrowings  used to acquire Amicon and Tylan.  Interest on  borrowing
required  to  complete the Tylan 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 fourth quarter will approximate that reported  in  the
third quarter 1997.

The Company's effective income tax rate for the first nine months  of
1997,   excluding  the  non-tax  deductible  write-off  of  purchased
research  and development associated with the Tylan acquisition,  was
21.0% compared to 23.5% for the full year in 1996. The effective rate
in  1997  is  lower than the effective rate in 1996 as the  Company's
current estimates of 1997 income increase the relative importance  of
the Company's low tax rate manufacturing sites as compared to 1996.








                                 -8-

                                  
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 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 1997,  a
gain  of  $1,000  was  realized  on the  Company's  foreign  exchange
contracts  and was recorded in cost of sales, compared to a  gain  of
$400  in  the third quarter of 1996.  As of September 30,  1997,  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  flow  from  operations in the first nine  months  of  1997  was
$34,118  compared to $70,585 in the first nine months of 1996.   Cash
flow  from  operations  in  the first nine months  of  1997  included
outflows  of $19,468, primarily employee severance and related  costs
associated with the acquisitions of Amicon and Tylan.

During the nine months of 1997, cash generated from operations, along
with  increased  borrowings, was used to  acquire  Tylan,  invest  in
property, plant and equipment, and pay dividends. In addition, in the
third  quarter of 1997, the Company acquired for a purchase price  of
$5,395  certain  assets  and  technology, principally  dispense  pump
technology  used in the microelectronics market, of FAStar  Ltd.  and
FAS  Holding Corporation.  Property, plant and equipment expenditures
in the first nine months of 1997 were higher than for the same period
in  1996.   The  Company expects capital expenditures in  the  fourth
quarter  of 1997 will approximate capital expenditures in  the  third
quarter of 1997.

At September 30, 1997, the Company held  2,318 shares of common stock
of  PerSeptive Biosystems (PBIO). In addition, the Company holds  one
thousand shares of PBIO preferred stock, which is redeemable by  PBIO
in  August  1998  at  a value of $10,000. On August  25,  1997,  PBIO
announced  it  was  being acquired by Perkin-Elmer  Corp.  Under  the
agreement,  holders of PBIO shares would be paid  the  equivalent  of
$13.00  a  share in Perkin-Elmer stock (NYSE:  PKN).  The acquisition
is  subject  to  certain conditions relating to price and  regulatory
approvals. A successful conclusion of the acquisition will result  in
the  automatic  conversion  of PBIO common  stock  into  Perkin-Elmer
common  stock and the acceleration of the preferred stock  redemption
to the date of the acquisition close.

As  noted  in  Footnote  5  to the Consolidated  Condensed  Financial
Statements, the Company successfully completed a public debt offering
in  the  first  quarter of 1997.  Net proceeds from the  offering  of
$197,950  were  used  to  repay  borrowings  outstanding  under   the
Company's Revolving Credit Facility.

Refer   to   Footnote  6  to  the  Consolidated  Condensed  Financial
Statements  regarding  the  Company's recent  notification  from  the
Environmental Quality Board of Puerto Rico and the potential  capital
resource  and  liquidity issues arising from the resolution  of  this
notification.
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                 -9-
                                  
                                  
                                  
                                  



PART II - OTHER INFORMATION

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

a.Exhibits

  27   Article 5 Financial Data Schedule - Third Quarter 1997













































                                -10-
                                  
                             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



November 14, 1997             /s/ Francis J. Lunger
Date                          Francis J. Lunger
                              Corporate Vice President, Chief
                              Financial Officer and Treasurer










































                                -11-