SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-Q


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

For the quarterly period ended September 30, 2000

OR

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

for the transition period from            to



COMMISSION FILE NUMBER   0-1052

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

Massachusetts
(State or other jurisdiction of incorporation or organization)

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

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


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

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

Yes    X     No


The Company had 46,317,460 shares of common stock outstanding as
of October 27, 2000.



                      MILLIPORE CORPORATION
                       INDEX TO FORM 10-Q





                                                     Page No.
Part I.   Financial Information

Item 1.   Condensed Financial Statements

          Consolidated Balance Sheets -
             September 30, 2000 and December 31, 1999   2

          Consolidated Statements of Income -
             Three and Nine Months Ended
             September 30, 2000 and 1999                3

          Consolidated Statements of Cash Flows -
             Nine Months Ended
             September 30, 2000 and 1999                4

          Notes to Consolidated Condensed Financial
             Statements                               5-7

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

Item 3.   Quantitative and Qualitative Disclosures
             about Market Risk                         11

Part II.  Other Information

Item 1.   Legal Proceedings                            11

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

          Signatures                                   12



                      MILLIPORE CORPORATION
                   CONSOLIDATED BALANCE SHEETS
                         (In thousands)


                                     September        December
                                        30,           31, 1999
                                       2000
ASSETS                              (Unaudited)
Current assets
   Cash and cash equivalents       $ 67,709           $ 32,420
   Cash held as collateral           11,035             18,640
   Accounts receivable, net         216,017            195,751
   Inventories                      137,556            105,040
   Other current assets               6,469              7,096
Total Current Assets                438,786            358,947

Property, plant and equipment, net  212,533            226,477
Deferred income taxes               115,683            109,822
Intangible assets                    63,879             70,238
Other assets                         26,274             27,249

Total Assets                      $ 857,155          $ 792,733

LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities
   Notes payable                  $  72,000          $ 115,645
   Accounts payable                  66,345             63,053
   Accrued expenses                  80,146             73,512
   Dividends payable                  5,086              4,970
   Accrued retirement plan
      contributions                   6,376              7,333
   Accrued income taxes payable      24,747              5,270
Total Current Liabilities           254,700            269,783

Long-term debt                      306,484            313,107
Other liabilities                    35,117             32,992
Shareholders' equity
   Common stock                      56,988             56,988
   Additional paid-in capital        18,272             18,272
   Retained earnings                558,640            491,429
   Unearned compensation             (1,972)            (4,041)
   Accumulated other comprehensive
    loss                            (57,645)           (42,292)

                                    574,283            520,356

   Less:  Treasury stock, at cost,
   10,756 shares in 2000 and
   11,794 in 1999                  (313,429)          (343,505)
Total Shareholders' Equity          260,854            176,851

Total Liabilities and Shareholders'
Equity                            $ 857,155          $ 792,733










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

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

                              Three Months Ended     Nine Months Ended
                                 September 30,         September 30,
                                2000       1999       2000       1999

Net sales                    $239,382    $188,635   $703,153   $556,504
Cost of sales                 112,575      86,920    321,491    257,895

Gross profit                  126,807     101,715    381,662    298,609

Selling, general &
administrative expenses        68,335      64,387    209,246    189,103
Research & development
expenses                       16,214      13,305     46,215     39,012
Litigation settlement           1,500           -      1,500          -
Restructuring reversal         (1,500)     (5,200)    (1,500)    (5,200)

Operating income               42,258      29,233    126,201     75,694

Net gain on sale of
securities                          -           -      4,161          -
Interest income                 1,006         671      2,539      2,061
Interest expense               (6,436)     (7,482)   (20,729)   (22,594)

Income before income taxes     36,828      22,412    112,172     55,161

Provision for income taxes      8,102       5,435     25,343     12,312

Net income                   $ 28,726    $ 16,977   $ 86,829   $ 42,849

Net income per  share:
Basic                        $   0.62    $   0.38   $   1.90   $   0.96
Diluted                      $   0.61    $   0.37   $   1.84   $   0.95

Cash dividends declared per
share                        $   0.11    $   0.11   $   0.33   $   0.33

Weighted average shares
outstanding:
Basic                          46,073      44,994     45,742     44,617
Diluted                        47,328      45,681     47,101     45,161















 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,
                                              2000         1999
Cash Flows From Operating Activities:

Net Income                                 $86,829       $42,849
Adjustments to reconcile net income to net
cash provided by operating activities:
     Restructuring reversal                 (1,500)       (5,200)
 Depreciation and amortization              34,449        33,324
 Gain on sale of securities                 (4,161)            -
 Deferred tax (benefit) provision           (5,861)        1,820
 Changes in operating assets and
 liabilities:
   Increase in accounts receivable         (31,284)      (22,833)
   (Increase) decrease in inventories      (40,085)        4,492
   Decrease in other current assets and
    other assets                             1,076         1,182
   Increase in accounts payable and accrued
    expenses                                18,384         1,774
   Decrease in accrued retirement plan
    contributions                             (738)         (725)
   Increase in accrued income taxes         15,519         6,069
   Increase in other                         2,738         3,414
Net cash provided by operating activities   75,366        66,166

Cash Flows From Investing Activities:

Additions to property, plant and equipment  (27,690)     (20,220)
Proceeds from sale of securities              7,498            -
Proceeds from sale of property                8,808            -
Investments in intangibles                        -         (225)
Net cash used in investing activities       (11,384)     (20,445)

Cash Flows From Financing Activities:

Issuance of treasury stock under stock
 plans                                       25,232        6,751
Net change in short-term debt               (43,645)      (4,890)
Dividends paid                              (15,098)     (14,659)
Change in cash held as collateral             7,605      (14,386)
Net cash used in financing activities       (25,906)     (27,184)

Effect of foreign exchange rates on cash
 and cash equivalents                       (2,787)       (2,114)
Net increase in cash and cash equivalents   35,289        16,423

Cash and cash equivalents on January 1      32,420        36,022

Cash and cash equivalents on September 30   $67,709       $52,445




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

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

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

2.Inventories:  Inventories consisted of the following:

                          September     December
                           30, 2000      31, 1999

   Raw materials             $  53.3      $  38.1
   Work in process              30.4         26.1
   Finished goods               53.9         40.8
   Total                     $ 137.6      $ 105.0


3.   Property, Plant and Equipment: Accumulated depreciation on
  property, plant and equipment was $218.8 at September 30, 2000
  and $206.9 at December 31, 1999.

4.Restructuring  Charges:  In  the third  quarter  of  1998,  the
  Company  initiated  a  restructuring  program  resulting  in  a
  charge  of  $33.6.  In the third quarter of 2000,  the  Company
  reversed  $1.5 in restructuring reserves primarily  related  to
  additional   proceeds  from  the  sale  of  facilities.    This
  reversal  is  in  addition  to the $5.2  restructuring  reserve
  reversal  in  the third quarter of 1999 which  was  related  to
  favorable   experience  in  employee  separations   and   lease
  cancellation  costs.  As of September 30, 2000, 615  employees,
  of  the  planned  620  employees, had left  the  Company.   The
  remaining balance as of September 30, 2000 relates to  employee
  severance payments and lease cancellation costs which  will  be
  completed by the early part of 2001.

  The following is a summary of the restructuring program
  reserve balances at September 30, 2000:

                                    Cash &
                      Balance at   non-cash   Reserve   Balance at
                     December 31,  activity   reversal   September
                         1999                            30, 2000
   Employee Severance $      3.5   $    1.9   $    0.5  $      1.1
   Lease cancellation
    costs                    2.5       (0.3)       1.0         1.8
   Other costs               1.6        1.4          -         0.2
   Total              $      7.6   $    3.0   $    1.5  $      3.1











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

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

                                Three Months       Nine Months
                                    Ended             Ended
                                September 30,     September 30,
   Consolidated Net Sales       2000    1999      2000    1999

   Bioscience                   $155.6  $137.0    $466.0  $420.1
   Microelectronics               90.9    53.4     250.7   143.9
   Foreign exchange               (7.1)   (1.8)    (13.5)   (7.5)
   Total net sales              $239.4  $188.6    $703.2  $556.5



                                Three Months       Nine Months
                                    Ended             Ended
   Consolidated Operating      September 30,     September 30,
   Income                       2000    1999      2000    1999

   Bioscience                  $37.4   $29.2     $111.6  $91.1
   Microelectronics             20.5     5.0       58.1   10.1
   Corporate                   (14.1)   (8.2)     (42.9) (25.9)
   Litigation settlement        (1.5)      -       (1.5)     -
   Restructuring reversal        1.5     5.2        1.5    5.2
   Foreign exchange             (1.5)   (2.0)      (0.6)  (4.8)
   Total operating income      $42.3   $29.2     $126.2  $75.7

6.    Basic  and Diluted Earnings Per Share: The following  table
  sets  forth  the computation of basic and diluted earnings  per
  share:

                                 Three Months      Nine Months
                                    Ended             Ended
                                September 30,     September  30,
                                 2000    1999     2000      1999

  Net income                    $28.7   $17.0     $86.8    $42.8

  For    basic   earnings   per
  share:
  Weighted average shares
   outstanding                 46,073  44,994     45,742  44,617
  Effect of dilutive
   securities-stock options     1,255     687      1,359     544

  Diluted weighted average
   shares outstanding          47,328  45,681     47,101  45,161

  Net income per share:
      Basic                     $0.62  $ 0.38     $ 1.90  $ 0.96
      Diluted                   $0.61  $ 0.37     $ 1.84  $ 0.95





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

7.    Comprehensive  Income:  The following  table  presents  the
  components of comprehensive income, net of taxes:

                                    Three Months     Nine Months
                                       Ended            Ended
                                   September 30,    September 30,
                                    2000    1999     2000    1999

  Unrealized holding gains on
   marketable securities           $ 0.8   $(0.1)   $ 7.7  $  1.1
  Reclassification adjustment for
   gains realized in net income        -       -     (4.7)   (0.3)

  Net unrealized (loss) gain on
   securities available for sale     0.8    (0.1)     3.0     0.8
  Foreign currency translation
   adjustments                      (9.1)    8.6    (18.3)   (9.1)

  Other comprehensive loss          (8.3)    8.5    (15.3)   (8.3)
  Net income                        28.7    17.0     86.8    42.8

  Total comprehensive income      $ 20.4  $ 25.5   $ 71.5  $ 34.5

8.   New Accounting Pronouncements:

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

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

9.   Legal Settlement:

  In  the third quarter of 2000, the Company agreed in principle,
  to  settle  a  patent lawsuit and recorded  a  charge  of  $1.5
  million for past royalties.


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

Business Realignment
On  October 3, 2000, the Company announced its plans to  separate
into  two  distinct  companies  by  making  its  Microelectronics
business an independent, publicly traded company. The Company  is
planning  an initial public offering for less than 20 percent  of
the  shares  in the new Microelectronics company.  Subsequent  to
the  initial public offering, the Company plans to distribute  to
its shareholders the remaining shares of the common stock held by
the  Company.  The transaction is expected to be tax-free to  the
Company  and  to  its  shareholders.   The  completion   of   the
realignment  is  expected  in  the  third  quarter  2001  and  is
contingent  upon receiving certain tax and regulatory  approvals,
accommodation  of  certain debt covenants and market  conditions.
The  full  impact  of the realignment on the Company's  financial
position,  results  of  operations  and  cash  flows  cannot   be
predicted  at this time.  However, certain expenses are  expected
to  be  incurred  in  future periods in order  to  implement  the
realignment.

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

Results of Operations
Consolidated  net sales for the third quarter of 2000  were  $239
million,  an increase of 27% over sales for the same period  last
year.  The Company reported earnings, excluding unusual items  in
both  quarters, of $0.61 per share for the third quarter of  2000
compared to earnings of $0.30 per share for the third quarter  of
1999.   Including  the unusual items in both  quarters,  earnings
were $0.61 and $0.37 per share for the third quarter of 2000  and
1999,  respectively.   The  unusual items  included  reversal  of
restructuring reserves in the third quarters of 2000 and 1999 and
a litigation settlement in the third quarter of 2000.

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

                        September 30,         Sales Growth
                        2000     1999     in U.S.      Local
                                          Dollars    Currency

   Bioscience          $ 148    $ 135        9%         14%
   Microelectronics       91       54       72%         70%

       Total           $ 239    $ 189       27%         30%


   Americas            $ 105    $  78       35%         35%
   Europe                 55       57       -3%         11%
   Asia/Pacific           79       54       47%         42%

       Total           $ 239    $ 189       27%         30%


In  the  third  quarter  of  2000 the Japanese  yen  strengthened
against  the  U.S.  dollar by approximately 5%,  while  the  Euro
weakened against the U.S. dollar by approximately 15% compared to
the  third  quarter of 1999.  The significant  weakening  of  the
European  currencies adversely affected sales growth.   This  was
partially offset by the stronger yen and an increase in volume of
yen denominated sales.


                               -8-

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

Business Segment Results
Bioscience Segment:
Bioscience sales, in local currency, increased 14% in  the  third
quarter  of 2000 compared to the third quarter of 1999.  Positive
sales  growth, in local currency, was reported in all geographies
with  the most significant growth in the Americas.  Sales  growth
in  Europe continued to be positive, although to a lesser  extent
than  the  other  regions primarily due to the  timing  of  large
systems  hardware sales.  Sales growth was strongest for products
used  in  life  science laboratory research and in  hardware  and
consumables   used   in  the  biopharmaceutical   markets   which
collectively accounts for approximately 45% of the sales of  this
business segment.

Bioscience operating income, in local currency, increased 28%  in
the  third  quarter  of  2000  over the  third  quarter  of  1999
primarily  as  a result of the increased sales and  manufacturing
efficiencies combined with improved operating expense leverage.

Microelectronics Segment:
Microelectronics sales, in local currency, increased 70%  in  the
third  quarter  of  2000 compared to the same period  last  year.
Sales  growth  was  positive  in all geographies  with  the  most
significant growth in Asia.  Sequential quarter sales growth  was
7% from the second to the third quarter of 2000.

Microelectronics  operating income, in local currency,  increased
from $5.0 million or 9% of sales in the third quarter of 1999  to
$20.5 million or 23% of sales in the third quarter of 2000.   The
increase is primarily due to the significant sales growth coupled
with   improved  gross  profit  margins  and  operating   expense
leverage.   The gross profit margins were positively impacted  by
both  the  higher sales volumes offset somewhat  by  new  product
start-up costs.

Corporate Expenses:
Corporate expenses, in local currency increased from $8.2 million
to  $14.1 million in the third quarter of 2000 as compared to the
same  quarter  of the prior year. The increased expenses  related
primarily to additional spending due to higher sales volumes.

Consolidated Results
Gross  profit margins were 53% of sales, in local currencies,  in
the  third  quarter  of 2000 compared to 55%  in  1999.   The  2%
decline  in gross profit margins reflected a higher mix of  lower
margin Microelectronics sales.

Selling,  general  and administrative expenses (SG&A),  in  local
currencies, increased 9% in the third quarter of 2000 as compared
to  the  third  quarter  of  1999.  This  increase  is  primarily
attributed  to  increased headcount to support the  higher  sales
volume.   As  a percentage of net sales, SG&A expenses  in  local
currencies decreased approximately 5 percentage points.

Research  and  development (R&D) expenses, in  local  currencies,
increased  23%  in the third quarter of 2000 as compared  to  the
third  quarter  of 1999. This increase is due to  additional  R&D
program  costs  and  increased headcounts.  As  a  percentage  of
sales, R&D expenses in local currencies remained constant at 7%.

In the third quarter of 2000, the Company agreed in principle, to
settle a patent lawsuit and recorded a charge of $1.5 million for
past royalties.

In  the  third quarter of 2000 as compared to the same period  of
the  prior  year operating income, in U.S. dollars, was adversely
effected  by the impact of the weakened Euro offset by a stronger
yen.  If current foreign exchange rates remain in effect for  the
full  fourth quarter of 2000, then foreign exchange will  have  a
more  significant negative impact on operating income as compared
to the third quarter of 2000 and the fourth quarter of 1999.

Net  interest expense decreased in the third quarter of  2000  as
compared  to the third quarter of 1999 primarily as a  result  of
additional interest income and lower average borrowings offset by
a slight increase in average rates.

In  the second quarter of 2000, the Company adjusted its expected
full  year tax rate from operations from 21%, as reported in  the
first  quarter of 2000, to 22%.  The increase was due to improved
results in countries with higher tax rates.
                               -9-

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

Foreign Exchange
A  substantial  portion  of the Company's business  is  conducted
outside of the United States through its foreign subsidiaries and
generally  in  local  currencies.   Approximately  25%   of   the
Company's  sales  are derived from Europe where the  U.S.  dollar
continued  to  strengthen  against the  Euro  during  the  second
quarter  of 2000.  The Company is able to partially mitigate  the
impact of fluctuations in the Euro by active management of  cross
border  currency flows and material sourcing.  Additionally,  the
Company  has significant exposure to changes in the Japanese  yen
that  cannot  be mitigated through normal financing or  operating
activities.  Accordingly, the net equity exposure to the Japanese
yen   is  managed  through  the  use  of  debt  swap  agreements.
Generally, when the U.S. dollar strengthens against currencies in
which  the  Company transacts its business, sales and net  income
will be adversely impacted.

Restructuring Charges
In   the   third  quarter  of  1998,  the  Company  initiated   a
restructuring  program  resulting in a  restructuring  charge  of
$33.6 million. In the third quarter of 2000, the Company reversed
$1.5  in  restructuring reserves primarily related to  additional
proceeds  from  the  sale of facilities.   This  reversal  is  in
addition to the $5.2 restructuring reserve reversal in the  third
quarter  of  1999  which was related to favorable  experience  in
employee  separations  and  lease  cancellation  costs.   As   of
September  30, 2000, 615 employees, of the planned 620 employees,
had  left the Company.  The remaining balance as of September 30,
2000  relates primarily to employee severance payments and  lease
cancellation costs which will be completed by the early  part  of
2001.  These final costs were originally anticipated to occur  at
the  end  of  2000 and were extended to the early  part  of  2001
pending completion of leased facility transition work.

Capital Resources and Liquidity

Cash generated by operations in the first nine months of 2000 was
$75.4  million compared to $66.2 million in the first nine months
of  1999.  This increase in cash flow was primarily the result of
improved operating income offset by increased accounts receivable
and   inventories.   The  increase  in  accounts  receivable  was
attributable to increased sales volume.  Accounts receivable days
sales outstanding decreased from 85 days in the third quarter  of
1999  to  81  days  in the third quarter of  2000.   The  Company
continues  to  aggressively  manage  its  collection  activities.
Inventory  levels  were increased to meet anticipated  levels  of
future  sales  predominately  in  the  Microelectronics  business
segment.

Operating  cash  flow generated by the Company during  the  first
nine  months  of 2000 was used to invest in property,  plant  and
equipment,  pay down debt and pay dividends. The Company  expects
to  spend  approximately  $45 million  for  property,  plant  and
equipment during 2000. During the first nine months of 2000,  the
Company  received  $8.8 million from the sale of  property,  $7.5
million  from the sale of securities and $25.2 million  from  the
exercise of employee stock options.

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

Forward Looking Statements
The  foregoing Management's Discussion and Analysis of  Financial
Condition  and  Results  of Operations  contain  certain  forward
looking  statements  which are subject to substantial  risks  and
uncertainties  that could affect the Company's  future  operating
results.    These   risks  and  uncertainties  include,   without
limitation,  fluctuation in foreign exchange rates, deterioration
in  the  Company's swap positions and its impact  on  short  term
liquidity,  uncertainties in the microelectronics and biosciences
markets,  difficulties  in  separating the  microelectronics  and
biosciences  businesses  as  well as  the  additional  risks  and
uncertainties  described  in our Form 10-K  for  the  year  ended
December  31,  1999.   Events  and  circumstances  could   differ
materially from the plans, intentions and expectations  described
in  the  forward-looking  statements  contained  in  this  report
because  of the risks and uncertainties listed above  or  due  to
other  reasons.  We do not assume any obligation  to  update  any
forward-looking statements that we make.
                              -10-

Item  3.   Quantitative and Qualitative Disclosures About  Market
           Risk

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


                   Part II - Other Information

Item 1.  Legal Proceedings

      On  July 21, 1999 Amersham Pharmacia Biotech AB ("APB")  of
      Sweden  filed a complaint in the High Court of  Justice  in
      the  United  Kingdom against the Company  and  two  of  its
      subsidiaries  alleging  that  the  sale  of  the  Company's
      ISOPAK  chromatography valve infringed one or more  of  the
      claims  contained in certain APB patents.  On  October  26,
      2000  the High Court ruled that the Company's current valve
      does  not  infringe the APB patents.  The Court also  ruled
      that  an  earlier  version of the product, discontinued  in
      early  1998, did infringe one of APB's patents.  A  hearing
      on  damages with respect to this latter product will now be
      scheduled.   The  Company does not believe,  however,  that
      any   damage  award  will  be  material  to  its  financial
      condition or results of operations.

Item 6.  Exhibits and Reports on Form 8-K

a.   Exhibits
     27   Article 5 Financial Data Schedule - for the nine months
          ended September 30, 2000

b.   Report on Form 8-K
     No reports on Form 8-K have been filed by the Company during
     the fiscal quarter ended September 30, 2000.



                           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


November14, 2000              /s/Donald B. Melson
Date                          Donald B. Melson
                              Corporate Controller and Chief
                              Accounting Officer