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, 1995
                                      
                                     OR
                                      
           (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                      
                for the transition period from            to
                                      
                  For Quarter Ended  Commission File Number
                                      
                        September 30, 1995   0-1052
                                      
                                   Millipore Corporation
           (Exact name of registrant as specified in its charter)

         Massachusetts
(State or other jurisdiction of                 04-2170233
incorporation or organization)         (I.R.S. Employer Identification No.)

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

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

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

       Yes    X     No


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of September 30, 1995:  44,553,557
<PAGE>
                            MILLIPORE CORPORATION
                                      
                                      
                                      
                                      
                                    INDEX

                                                     Page No.
Part I.   Financial Information:

Item 1.   Condensed Financial Statements

          Consolidated Balance Sheets --
             September 30, 1995 and December 31, 1994    2

          Consolidated Statements of
             Income -- Three Months and Nine Months Ended
              September 30, 1995 and 1994                3

          Consolidated Statements of
             Cash Flows -- Nine Months Ended
             September 30, 1995 and 1994                 4

          Notes to Consolidated Condensed
             Financial Statements                        5

Item 2.   Management's Discussion and Analysis
             of Financial Condition and Results
             of Operations                             6-7

Part II.  Other Information                              8

          Signatures                                     9
<PAGE>
                            MILLIPORE CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                               (In thousands)
                                      
                                       September 30,        December 31,
                                            1995                1994
     ASSETS                             (Unaudited)

Current assets                                                      
   Cash                                  $ 1,979            $  2,898
   Short-term investments                 31,341              27,338
   Accounts receivable, net              146,952             136,944
   Inventories                                                      
      Raw materials                       25,507              19,895
      Work in process                     10,941               8,992
      Finished goods                      42,477              42,322
                                          78,925              71,209
   Other current assets                    7,763               5,351
   Receivables arising from sale of        9,579              15,064
businesses
Total current assets                     276,539             258,804
Property, plant and equipment, net of                               
   accumulated depreciation of $183,098
   in 1995 and $165,036 in 1994          189,926             187,525
Intangible assets                          4,655               5,177
Deferred income taxes                     57,580              58,123
Other assets                              19,230              27,351
Total assets                            $547,930            $536,980
                                                                    
LIABILITIES AND SHAREHOLDERS' EQUITY                                
                                                                    
Current liabilities                                                 
   Notes payable and current portion                                
     of long-term debt                  $101,119             $56,289
   Accounts payable                       29,084              30,510
   Accrued expenses                       38,249              33,350
   Accrued divestiture costs               7,369              16,470
   Dividends payable                       3,564               3,500
   Accrued retirement plan                 5,571               5,987
contributions
   Accrued and deferred income taxes      10,486              12,049
payable
Total current liabilities                195,442             158,155
                                                                    
Long-term debt                           107,392             109,558
Other liabilities                         20,375              18,990
Accrued divestiture costs                 15,000              29,000
Shareholders' equity                                                
   Common stock                           56,988              28,494
   Additional paid-in capital                  -              23,603
   Retained earnings                     493,471             458,579
   Translation adjustments                 2,931               5,147
                                         553,390             515,823
   Less:  Treasury stock, at cost,                                  
     12,435 shares in 1995 and 
     5,361 in 1994                      (343,669)           (294,546)
                                           
Total shareholders' equity               209,721             221,277
                                                                    
Total liabilities and shareholders'     
equity                                  $547,930            $536,980
                                                                    
  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    Nine Months Ended
                                September 30,         September 30,

                              1995         1994        1995       1994

Net sales                  $ 147,547    $ 123,551  $ 439,482    $ 367,200
Cost of sales                 61,293       53,114    180,581      157,289
                                                         
Gross profit                  86,254       70,437    258,901      209,911
                                                         
                                                                        
Selling, general &            48,842       40,181    144,247      117,746
administrative expenses                                   
Research & development         9,352        8,367     27,020       25,371
expenses
                                                                        
Operating income              28,060       21,889     87,634       66,794
                                                                        
Interest income                  427        1,976      1,150        3,254
Interest expense              (2,616)      (1,714)    (7,785)      (5,489)
                                                          
                                                                        
Income from continuing                                                  
   operations                 25,871       22,151     80,999       64,559
   before income taxes
                                                                        
Provision for income taxes     5,821        4,984     18,225       14,526
                                                                        
Income from continuing        20,050       17,167     62,774       50,033
operations
                                                                        
Loss on sale of discontinued       -      (3,400)          -       (3,400)
operations
                                                                        
Net income                   $20,050      13,767      62,774       46,633
                                                                        
Per share information                                                   
   From continuing operations$  0.45     $  0.30       $1.39      $  0.89
   Net income                $  0.45     $  0.24       $1.39      $  0.83
                                              
Cash dividends declared                                                 
 per common share            $  0.08     $ 0.075      $0.235      $  0.22
                                                                        
Weighted average common       44,642      56,310      45,200       56,500
shares


                                      
                                      
  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)


                                                Nine Months Ended
                                                  September 30,
                                              1995              1994
Cash Flows From Operating Activities:

Net income                                  $62,774             $46,633
Adjustments to reconcile net income to net                             
 cash provided:
     Net loss from discontinued operations         -              3,400
     Depreciation and amortization            19,975             20,781
     Deferred income tax provision               543             (1,000)
     Change in operating assets and                                    
liabilities:
   (Increase) in accounts receivable          (8,101)           (14,495)
   (Increase) in inventories                  (6,024)            (5,591)
   (Increase) in other current assets         (2,058)              (602)
   (Increase) decrease in other assets        (7,123)           (11,103)
   Increase in accounts payable and accrued    2,247              4,706
     expenses
   (Decrease) in accrued retirement plan        (490)            (1,437)
     contributions
   Increase in accrued income taxes            1,364              5,153
   Income tax refund received                      -             14,035
   Other                                      (4,390)            (3,262)
 Net cash provided by operating activities    58,717             57,218
                                                                       
Cash Flows From Investing Activities:                                  
Net proceeds from sales of businesses              -            281,138
Net cash (used by) discontinued operations    (6,210)                 -
Additions to property, plant, and equipment  (20,262)           (14,436)
                                                
Net cash provided by (used in) investing     (26,472)           266,702
activities                                         
                                                                       
Cash Flows From Financing Activities:                                  
Treasury stock acquired                      (76,350)          (245,828)
Issuance of treasury stock under stock        14,764             28,915
  plans
Cash paid to extinguish long-term debt             -             (5,088)
Common stock issued                                -              7,350
Cash paid to close out foreign currency       (3,546)           (10,287)
  swap                                                                 
Net change in short-term debt                 45,878            (44,628)
Repayment of long-term debt                      (47)            (1,752)
Dividends Paid                               (10,553)           (12,097)
Net cash used for financing activities       (29,854)          (283,415)
Effect of foreign exchange rates on cash         693              3,200
 and short-term investments
Net increase in cash and short-term            3,084             43,705
 investments
                                                                       
Cash and short-term investments on January 1  30,236             40,642
Cash and short-term investments on                                   
  September 30                               $33,320            $84,347
Interest Paid                                $10,019            $10,255
Taxes Paid                                   $22,016            $20,952

       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,  1994.    The
  accompanying unaudited consolidated condensed financial statements are  not
  necessarily  indicative  of future trends or the Company's  operations  for
  the entire year.

2.On  June 8, 1995, the Company's Board of Directors authorized a two-for-one
  stock split in the form of a 100% stock dividend, payable on July 21,  1995
  to  shareholders  of  record  as of June 23, 1995.   Par  value  per  share
  remained  at  $1.00.   The stock split resulted in the issuance  of  28,494
  additional  shares  of  common stock from authorized but  unissued  shares.
  The  issuance of additional shares resulted in the transfer of $23,603 from
  additional  paid  in  capital and $4,891 from retained earnings  to  common
  stock,  representing  the  par  value of the shares  issued.   Accordingly,
  weighted average share and per share amounts have been restated to  reflect
  the stock split.

3.As  discussed  in  footnote F to the December 31, 1994 annual  report,  the
  cumulative  unrealized loss on the Company's foreign currency  Yen  and  DM
  swaps  of $9,327 at December 31, 1994 was recorded as a reduction in  other
  assets in the Company's December 31, 1994 consolidated balance sheet.

  The  Company's DM swap expired on March 31, 1995.  The Company paid  $3,546
  in  cash  to  close  out  the  swap.   The  cash  payment  represented  the
  cumulative effect of the foreign currency rate fluctuations over  the  life
  of the swap.

  The  cumulative  unrealized  loss on the Company's  Yen  currency  swap  of
  $7,199  at  September  30,  1995  is recorded  in  long-term  debt  in  the
  Company's   unaudited   June   30,   1995   consolidated   balance   sheet.
  Accordingly,  the  cumulative unrealized loss of  $9,327  at  December  31,
  1994,  as discussed above, has been reclassified to long-term debt  in  the
  December  31,  1994  consolidated balance sheet  to  conform  to  the  1995
  presentation.

4.Depreciation  on property, plant and equipment acquired before  January  1,
  1989  generally  is provided using accelerated methods over  the  estimated
  useful  lives  of  the  assets.   Assets acquired  after  January  1,  1989
  primarily  are  depreciated  using straight-line  methods.   The  estimated
  useful lives of the Company's depreciable assets are as follows:

              Leasehold Improvements        Life of the Lease
              Buildings and Improvements       10-30 Years
              Production and Other Equipment   3-15 Years

5.The  Company  and  Waters  Holdings, Inc. are  engaged  in  an  arbitration
  proceeding  with  respect the transfer of certain assets  relating  to  the
  Company's  Retirement Plan.  The Company believes that it  has  meritorious
  arguments and should prevail.  The ultimate disposition is not expected  to
  have a material adverse effect on the Company's financial condition.

6.In  August, 1995, the Company received 912 shares of PerSeptive Biosystems'
  common  stock  in partial redemption of the PerSeptive preferred  stock  it
  received  in  connection  with  the  Company's  sale  of  its  non-membrane
  bioscience  business  to  PerSeptive  in  1994.   These  shares  have  been
  recorded  at  historical cost, which management believes approximates  fair
  value.   Any  realized gain on the sale of these shares will be  recognized
  when the shares are sold.

                                     -5-
<PAGE>                                      
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Consolidated  net  sales increased 19 percent in the third  quarter  of  1995
compared  to  the  third  quarter of 1994, led by a 37  percent  increase  in
worldwide  sales to customers in the electronics / industrial market.   Sales
to biotechnology / pharmaceutical customers increased 15 percent in the third
quarter  of 1995 compared to the third quarter of 1994.  The following  table
summarizes sales growth by geography and market:

                          Sales growth rates       Sales growth rates
                    measured in local currencies  measured in U.S. dollars

                    Three months   Nine months   Three months     Nine months
                       ended         ended           ended          ended
                      9/30/95       9/30/95         9/30/95        9/30/95

Americas                  20%            15%           18%            13%
Europe                    15%             9%           22%            19%
Asia/Pacific              13%            15%           19%            28%
    Consolidated          16%            13%           19%            20%

Electronics/Industrial    32%            35%           37%            44%
Pharmaceutical/Biotechnology 12%          7%           15%            12%
University/Government      7%             1%           10%             8%
Medical/Health Care      (15%)          (14%)         (13%)           (8%)
    Consolidated          16%            13%           19%            20%

Foreign  currency  rate fluctuations, specifically the strengthening  of  the
Japanese Yen, French Franc, and German Deutsch Mark against the U.S.  dollar,
increased reported sales growth by 3 percent in the third quarter of 1995 and
7 percent for the first nine months of 1995.

Gross margins increased in the third quarter of 1995 to 58.5 percent of sales
as  compared to 57.0 percent in the third quarter of 1994. The improvement in
gross  margins is primarily due to significantly increased production  volume
in the Company's electronics / industrial plants.

Selling,  general  and administrative expenses increased 22  percent  in  the
third  quarter  of  1995 compared to the third quarter  of  1994,  reflecting
investment  in  the  field  sales and marketing areas  in  order  to  sustain
continued  sales  growth.  Research and development  expenses  in  the  third
quarter of 1995 increased 12 percent over the third quarter of 1994,  as  the
Company  continued to fund all major programs.  Net interest expense  in  the
third  quarter  of 1994 includes approximately $1.6 million of  non-recurring
interest  income  generated  by  investing the  proceeds  received  from  the
Company's  sale of its Waters Chromatography Division.  Excluding  this  non-
recurring item, net interest expense in the third quarter and the first  nine
months  of 1995 is higher compared to 1994 primarily due to increased  short-
term  borrowings.  The Company's effective income tax rate for the first nine
months of 1995 is 22.5 percent, consistent with the full year effective  rate
in 1994.



                                     -6-
<PAGE>
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                 (continued)



A  substantial portion of the Company's business is conducted outside of  the
United States through its foreign subsidiaries.  This exposes the Company  to
risks associated with foreign currency rate fluctuations which can impact the
Company's  revenue  and  net income.  To partially mitigate  this  risk,  the
Company  has  entered into foreign currency transactions,  primarily  forward
exchange  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 1995, a loss of $1,033K was realized on the  Company's
forward  exchange contracts and was recorded in cost of sales.  For the  nine
months  ended September 30, 1995, losses of $2,307 have been realized on  the
Company's  forward  exchange contracts and recorded in cost  of  sales.   The
Company does not engage in any speculative trading activity.

The Company generated $58.7  million of cash from continuing operations in
the first nine months of 1995 compared to $57.2  million in the first nine
months of 1994.  Cash generated from operations and $45.9 million of
additional short-term borrowings in the first nine months of 1995 was used to
invest in fixed assets, satisfy ongoing obligations relating to the divested
businesses, pay dividends, and buy back shares of the Company's stock.
Property, plant and equipment expenditures in the first nine months of 1995
were higher than the same period of 1994.  The Company expects capital
expenditures in the fourth quarter 0f 1995 to be higher than those of the the
third quarter.

During the first nine months of 1995, the Company spent $76.4 million to re-
purchase shares of its common stock.  In the first quarter of 1995, the
Company announced plans to spend an additional $50 million on open market
share repurchases and has spent $30 million in share repurchases to date.
The Company expects that further 1995 share repurchases will be funded by
cash generated from its operations.

The Company spent approximately $2.0 million in the third quarter to satisfy
obligations arising from discontinued operations.  This amount was in line
with the Company's expectations.  The Company expects cash expenditures
related to its discontinued operations for the fourth quarter of 1995 to be
in line with those of the third quarter.


                                      
                                     -7-
<PAGE>
                         PART II - OTHER INFORMATION


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

         b.   Reports on Form 8-K - There were no reports on Form 8-K filed
         for the quarter ended September 30, 1995.




                                     -8-
<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



November 14, 1995             /s/Michael P. Carroll
Date                          Michael P. Carroll
                              Vice President, Chief Financial Officer and
                              Treasurer


                                     -9-
<PAGE>