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             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                          FORM 10-K
   (Mark One)
       Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee required)
   For the fiscal year ended December 31, 1996 or
       Transition report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (No fee required)
   For the transition period from ___________ to
   ______________
   Commission File Number 0-1052

                    MILLIPORE CORPORATION
   (Exact name of registrant as specified in its charter)

       Massachusetts                           04-2170233
    (State or Other Jurisdiction of     (I.R.S. Employer
Identification No.)
    Incorporation or Organization)
    80 Ashby Road, Bedford, MA                   01730
    (Address of principal executive offices)    (Zip Code)
                        (617) 275-9200
    (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
                                          Name of Exchange
        Title of Class                    on Which Registered
Common Stock, $1.00 Par Value         New York Stock Exchange,
Inc
Securities registered pursuant to Section 12(g) of the Act:
                            None
  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 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  by check mark if disclosure of delinquent  filers
pursuant to Item 405 of Regulation S-K is not contained herein
and  will  not  be  contained, to  the  best  of  registrant's
knowledge,  in  definitive  proxy  or  information  statements
incorporated  by  reference in Part III of Form  10-K  or  any
amendment to this Form 10-K.
   As  of February 21, 1997, the aggregate market value of the
registrant's  voting  stock  held  by  non-affiliates  of  the
registrant  was  approximately  $1,907,834,434  based  on  the
closing price on that date on the New York Stock Exchange.
     As of February 21, 1997, 43,432,561 shares of the
registrant's Common Stock were outstanding.

Item 1.  Business.

The Company

     Millipore Corporation was incorporated under the laws of
Massachusetts on May 3, 1954.  Millipore is a leader in the field
of membrane separations technology and develops, manufactures and
sells products which are used primarily for the analysis,
identification and purification of fluids.  Millipore's products
are based on a variety of membrane and other technologies that
effect separations, principally through physical and chemical
methods.  Millipore is an integrated multinational manufacturer
of these products.  During 1996 approximately 65% of Millipore's
net sales were made to customers outside the United States.
Geographic segment information is discussed in Note Q to the
Millipore Corporation Consolidated Financial Statements (the
"Financial Statements").  Unless the context otherwise requires,
the terms "Millipore" or the "Company" mean Millipore Corporation
and its subsidiaries (including, except where noted, the Amicon
Separation Science Business of W. R. Grace & Co. ("Amicon") and
excluding Tylan General, Inc. ("Tylan"), described below).

     On December 31, 1996, Millipore acquired Amicon for a
purchase price of $129,300,000 in cash (including transaction
costs).  Amicon develops, manufactures and sells molecular
separation and purification products for the life science
research laboratory and for pharmaceutical/biotechnology
manufacturing applications.  The technologies employed in its
products consist primarily of membrane ultrafiltration and liquid
chromatography.  Amicon's 1996 revenues were approximately
$57,000,000.  For further financial information concerning the
accounting for the purchase of Amicon see Note C to the Financial
Statements.  For a discussion of the Tylan General, Inc.
acquisition and business see page 6.

Products and Technologies

     For analytical applications, the Company's products are used
to gain knowledge about a molecule, compound or micro-organism by
detecting, identifying and quantifying the relevant components of
a sample.  For purification applications, the Company's products
are used in manufacturing and research operations to isolate and
purify specific components or to remove contaminants.

     The principal separation technologies utilized by the
Company are based on membrane filters, and certain chemistries,
resins and enzyme immunoassays and liquid chromatography.
Membranes are used to filter either the wanted or the unwanted
particulate, bacterial, molecular or viral entities from fluids,
or to concentrate and retain such entities (in the fluid) for
further processing.  Some of the Company's newer membrane
materials also use affinity, ion-exchange or electrical charge
mechanisms for separation.

     Both analytical and purification products incorporate
membrane and other technologies.  The Company's products include
disc and cartridge filters and housings of various sizes and
configurations, filter-based test kits and precision pumps and
other ancillary equipment and supplies.

     The Company sells more than 3,000 products.  Most of the
Company's products are listed in its catalogs and are sold as
standard items, systems or devices.  For special applications,
the Company assembles custom products, usually based upon
standard modules and components.  In certain instances
(particularly with respect to process chromatography), the
Company also designs and engineers process systems to meet
specific needs of the customer.  The Company's products also
include, in some cases, proprietary software designed to operate
and/or integrate certain of its other products or systems
(particularly membrane ultrafiltration and chromatography
systems).

Customers and Markets

     The Company sells its products primarily to the following
markets:  to pharmaceutical/biotechnology, microelectronics,
chemical and food and beverage companies for use in their
manufacturing procedures; and to government, university and
private research and testing analytical laboratories.  Within
each of these markets, the Company focuses its sales efforts upon
those segments where customers have specific requirements which
can be satisfied by the Company's products.

     Pharmaceutical/Biotechnology Industry.  The Company's
products are used by the pharmaceutical/biotechnology industry in
sterilization, including virus reduction, and sterility testing
of products such as antibiotics, vaccines, vitamins and protein
solutions;  concentration and fractionation of biological
molecules such as vaccines and blood products; cell harvesting;
isolation and purification of compounds from complex mixtures and
the purification of water for laboratory use.  The Company's
membrane products also play an important role in the development
of new drugs.  In addition, Millipore has developed and is
developing products for biopharmaceutical applications in order
to meet the purification requirements of the biotechnology
industry.

     Microelectronics Industry.  The microelectronics industry
uses the Company's products to purify (by removing particles and
unwanted contaminating molecules), deliver, and monitor the
liquids and gases used in the manufacturing processes of
semiconductors and other microelectronics components.  Sales to
the microelectronics market accounted for 28.1 percent of
Millipore's 1996 consolidated sales.  The microelectronics
manufacturing market has experienced historic volatility, and the
effect of any such volatility in the future could significantly
affect Millipore's sales growth.

     Chemical Industry.  Chemical manufacturers and processors
use the Company's products for purification of reagent grade
chemicals, for monitoring the atmosphere and waste streams in the
industrial workplace and for the purification of water for
laboratory use.

     Food and Beverage Industry.  The Company's products are used
by the food and beverage industry in quality control and process
applications principally to monitor for microbiological
contamination; to remove bacteria and yeast from products such as
wine and beer, in order to prevent spoilage.

     Universities and Government Agencies.  Universities,
governments and private and corporate research and testing
laboratories, environmental science laboratories and regulatory
agencies purchase a wide range of the Company's products.
Typical applications include: purification of proteins; cell
culture, and cell structure studies and interactions;
concentration of biological molecules; fractionation of complex
molecular mixtures; and collection of microorganisms.  The
Company's water purification products are used extensively by
these organizations to prepare high purity water for sensitive
assays and the preparation of tissue culture media.


Sales and Marketing

     The Company sells its products within the United States
primarily to end users through its own direct sales force and, in
the case of analytical products, to a limited extent through an
independent distributor. The Company sells its products in
foreign markets through the sales forces of its subsidiaries and
branches located in more than 30 major industrialized and
developing countries as well as through independent distributors
in other parts of the world.  During 1996, the Company's
marketing, sales and service forces (including Tylan) consisted
of approximately 379 employees in the United States and 702
employees abroad.

     The Company's marketing efforts focus on application
development for existing products and on new and differentiated
products for other existing, newly-identified and proposed
customer uses.  The Company seeks to educate customers as to the
variety of analytical and purification problems which may be
addressed by its products and to adapt its products and
technologies to separations problems identified by customers.

     The Company believes that its technical support services are
important to its marketing efforts.  These services include
assisting in defining the customer's needs, evaluating
alternative solutions, designing a specific system to perform the
desired separation; training users, and assisting customers in
compliance with relevant government regulations.


Research and Development

     In its role as a pioneer of membrane separations, Millipore
has traditionally placed heavy emphasis on research and
development.  Research and development activities include the
extension and enhancement of existing separations technologies to
respond to new applications, the development of new membranes,
and the upgrading of membrane based systems to afford the user
greater purification capabilities.  Research and development
efforts also identify new separations applications to which
disposable separations devices would be responsive, and develop
new configurations into which membrane and ion exchange
separations media can be fabricated to efficiently respond to the
applications identified.  Instruments, hardware, and accessories
are also developed to incorporate membranes, modules and devices
into total separations systems.  Introduction of new applications
frequently requires considerable market development prior to the
generation of revenues.  Millipore performs substantially all of
its own research and development and does not provide material
amounts of research services for others.  Millipore's research
and development expenses (excluding Amicon and Tylan) in 1994,
1995 and 1996 with respect to continuing operations were,
$34,327,000, $36,515,000 and $38,429,000, respectively.  Amicon's
research and development expenses in 1994, 1995 and 1996 were
$4,144,000, $4,439,000, and $5,180,000, respectively.  Tylan's
research and development expenses in Fiscal 1994, 1995 and 1996
were $4,189,000, $7,526,000, and $11,807,000, respectively.  See
Management's Discussion and Analysis of Financial Condition and
Results of Operations in Item 7 of this report and also footnotes
to Selected Financial Data in Item 6 below for a discussion of
research and development write-offs relating to the Amicon and
Tylan acquisitions.

     The Company has traditionally licensed newly developed
technology from unaffiliated third parties and/or acquired
distribution rights with respect thereto, when it believes it is
in its long term interests to do so.  In this tradition, in
November of 1995 Millipore entered into an agreement with IBC
Advanced Technologies to combine their technologies to create a
new class of purification products which Millipore intends to
take to its customers in its markets.  This technology places
ligands (organic molecules) on membranes in order to selectively
bind with a target molecule in solution, for example a calcium,
iron or aluminum ion.  Similarly, in May of 1996 Millipore
entered into an R&D supply and distribution agreement with Celsis
International plc. designed to enhance Millipore's entry into the
rapid microbiological market, where there is a need for faster,
easier and more accurate ways to detect microbiological
contamination.  The Celsis technology focuses on the development
and supply of rapid diagnostics and monitoring systems to detect
and measure microbial contamination.

     Millipore has been granted a number of patents and licenses
and has other patent applications pending both in the United
States and abroad.  While these patents and licenses are viewed
as valuable assets, Millipore's patent position is not of
material importance to its operations.  Millipore also owns a
number of trademarks, the most significant being "Millipore."

Competition

     The Company faces intense competition in all of its markets.
The Company believes that its principal competitors include Pall
Corporation, Barnstead Thermolyne Corporation and Sartorius GmbH.
Certain of the Company's competitors are larger and have greater
resources than the Company.  However, the Company believes that
it offers a broader line of products, making use of a wider range
of separations technologies and addressing a broader range of
applications than any single competitor.

     While price is an important factor, the Company competes
primarily on the basis of technical expertise, product quality
and responsiveness to customer needs, including service and
technical support.


Environmental Matters

The Company is subject to numerous federal, state and foreign
laws and regulations that impose strict requirements for the
control and abatement of air, water and soil pollutants and the
manufacturing, storage, handling and disposal of hazardous
substances and waste.  These laws and regulations include the
federal Comprehensive Environmental Response, Compensation, and
Liability Act, the Clean Air Act, the Clean Water Act and the
Resource Conservation and Recovery Act.  The Company is in
substantial compliance with applicable environmental
requirements.  Because regulatory standards under environmental
laws and regulations are becoming increasingly stringent,
however, there can be no assurance that future developments will
not cause the Company to incur material environmental liabilities
or costs.

Under the Clean Air Act Amendments of 1990 ("CAA"), the
Environmental Protection Agency ("EPA") has been directed, among
other things, to develop standards and permit procedures with
respect to certain air pollutants.  Because many of the
implementing regulations have not yet been promulgated, the
Company cannot make a final assessment of the impact of the CAA.
Based upon its preliminary review of the CAA, however, the
Company currently believes that compliance with the CAA will not
have a material adverse impact on the operations or financial
condition of the Company.


  Tylan General, Inc. Acquisition
  
  Millipore acquired all the shares of Tylan effective as of
  January 27, 1997.  The acquisition of the shares of Tylan was
  at a price of $16 per share, or approximately $133,000,000.
  Millipore also assumed Tylan's outstanding debt, net of cash,
  of approximately $23,600,000.  Tylan develops, manufactures,
  markets and sells a broad range of components used in the
  handling of process gases for the semiconductor industry.
  Tylan had 1996 sales of approximately $148,000,000.  For
  further financial information concerning the accounting
  treatment of the Tylan acquisition, see Note D to the
  Financial Statements on Page F-15 of this report.
  
  
  Products and Technologies
  
  Tylan's mass flow controllers measure mass flow by separating
  a small portion of the main gas stream and sensing the heat
  transfer it creates as it flows through a small measuring
  capillary.  This information is used by the product's servo
  control circuit as it adjusts the position of the product's
  internal control valve.  The result is a highly accurate,
  reliable and repeatable measurement and control of the process
  gas flow rate.
  
  Tylan's pressure products are used to measure and control
  pressure in process reactors.  Tylan's capacitance diaphragm
  gauges can be used to measure total pressure in a process
  chamber and, when used in conjunction with a variable
  conductance valve and a pressure controller, can be used to
  control the pressure in process reactors.
  
  Gas panels are typically comprised of mass flow controllers,
  filters, purifiers, shut-off valves, regulators and other
  associated hardware.  Their purpose is to manage the on-tool
  handling of the gases that are supplied to the system.  The
  process gases in a semiconductor fabrication facility are
  generally stored in large bulk containers and are distributed
  throughout the facility in highly pressurized pipes or gas
  lines.  Once delivered to the tool, particles and contaminants
  must be removed, gas flow rates must be measured and
  controlled and the resultant mixture of process gases must be
  routed to the process chamber.  These critical functions are
  performed by the gas panel.  Tylan designs and manufactures
  ultraclean gas panels both for new process tools and for
  retrofit or replacement on existing tools.  In response to the
  growing demand for ultraclean gas panels, it has recently
  developed the Intelligent Gas Panel, which allows real-time
  monitoring of mass flow controller performance.
  
  Sales and Marketing
  
  Tylan primarily sells its products through a worldwide network
  of direct sales personnel augmented by strategically located
  distributors and representatives.
  
  Tylan services products from six Company-owned service offices
  in the United States.  Internationally, it provides service
  through seven Company-owned service offices: Korea, Japan, the
  United Kingdom, France, Germany (two locations) and Scotland.
  All of these offices provide calibration of ultraclean mass
  flow controllers in modern clean room facilities.  In
  addition, service is also provided internationally through
  agreements with certain key distributors in Taiwan, Singapore,
  Ireland and Israel.
  
  Customers and Markets
  
  Tylan's customers are primarily manufacturers of semiconductor
  wafer processing equipment.  It also sells retrofit or
  replacement parts directly to integrated circuit
  manufacturers.  These manufacturers often specify to their
  equipment suppliers which vendor's process instrumentation
  should be supplied with a particular process tool.
  
  Research & Development
  
  Tylan's research and development efforts are focused on
  developing products that address the evolving needs of its
  customers and enhancing its existing products.  The markets in
  which it competes are characterized by evolving industry
  standards and continuous improvements in products and
  services.  To compete effectively in such markets, Tylan must
  continually improve its products and develop new products that
  compare favorably on the basis of price and performance.  The
  markets in which Tylan's customers compete are also
  characterized by rapidly changing technology and emerging
  industry standards.  Consequently, Tylan must adapt its
  products to meet such technological changes and support such
  standards.
  
  Competition
  
  The market for Tylan's products is highly competitive.
  Significant competitive factors include cost of ownership,
  historical relationships, product quality, performance, size
  of installed base, breadth of product line and customer
  service and support.
  
  Tylan competes with a number of companies in its mass flow
  controller markets and with other companies, including MKS
  Instruments, in its pressure products markets.
  
  Although Tylan has achieved significant sales of its pressure
  products to the Japanese market, the Japanese mass flow
  control market has been difficult for non-Japanese companies
  to penetrate.  In addressing the Japanese mass flow control
  market, Tylan is at a competitive disadvantage compared to
  Japanese suppliers, many of which have long-standing
  collaborative relationships with Japanese integrated circuit
  manufacturers and their equipment suppliers.

Restructuring and Divestitures

    In August 1994, Millipore completed the divestiture of its
Instrumentation Divisions (the Waters Chromatography business
and the non-membrane bioscience instrument business).  The
Company realized a net loss of $3.4 million in 1994 upon the
disposition of those divisions, including all costs estimated to
be incurred in connection with the divestitures as well as the
pre-tax operating losses generated by those divisions from
November 11, 1993 through the date of completion of the
divestitures.

Other Information

    Since April of 1988, the Company has had in place a
shareholder rights plan (the "Rights Plan") pursuant to which it
declared a dividend to its shareholders of the right to purchase
(a "Right"), for each share of Millipore Common Stock owned, one
additional share of Millipore Common Stock at a price of $80 for
each share (giving effect to the 1995 two for one stock split).
The Rights Plan is designed to protect Millipore's shareholders
from attempts by others to acquire Millipore on terms or by
using tactics that could deny all shareholders the opportunity
to realize the full value of their investment.  The Rights will
be exercisable only if a person or group of affiliated or
associated persons acquires beneficial ownership of 20% or more
of the outstanding shares of the Company Common Stock or
commences a tender or exchange offer that would result in a
person or group owning 20% or more of the outstanding Common
Stock.  In such event, or in the event that Millipore is
subsequently acquired in a merger or other business combination,
each Right will entitle its holder to purchase, at the then
current exercise price, shares of the common stock of the
surviving company having a value equal to twice the exercise
price.

    Millipore's products are made from a wide variety of raw
materials which are generally available in quantity from
alternate sources of supply; as a result, Millipore is not
substantially dependent upon any single supplier.

    As of December 31, 1996, Millipore (excluding Amicon and
Tylan) employed 3,482 persons worldwide, of whom 1,707 were
employed in the United States and 1,775 overseas.  Amicon
employed approximately 400 employees at year end 1996, and Tylan
employed approximately 800 employees at year end 1996.
Executive Officers of Millipore

     The following is a list as of March 1, 1997 of the Executive
Officers of Millipore.  All of the following individuals were
elected to serve until the Directors Meeting next following the
1997 Annual Stockholders Meeting.

                                                 First Elected:
                                                           To
                                                   An    Present
Name                 Age   Office               Officer  Office

C. William Zadel      53   Chairman of the Board  1996     1996
                           President and Chief
                           Executive Officer of
                           the Corporation

Geoffrey Nunes        66   Senior Vice President  1976     1980
                           of the Corporation

Michael P. Carroll    46   Vice President
                           of the Corporation     1992     1992
                           and Chief Financial
                           Officer

Douglas B. Jacoby     50   Vice President         1989     1989
                           of the Corporation

John E. Lary          50   Vice President         1994     1994
                           of the Corporation

Joanna Nikka          45   Vice President         1996     1996
                           of the Corporation

Jeffrey Rudin         45   Vice President         1996     1996
                           of the Corporation
                           and General Counsel

Hideo Takahashi       55   Vice President of      1996     1979
                           the Corporation and         (As President
                           President of Nihon           of Nihon
                           Millipore                    Millipore)



   Mr. Zadel was elected President, Chief Executive Officer and
Chairman on February 20, 1996.  Mr. Zadel had been, since 1986,
President and Chief Executive Officer of Ciba Corning Diagnostics
Corp., a company that develops, manufactures and sells medical
diagnostic products.  Prior to that he was Senior Vice President
of Corning Glass Works' (now Corning Inc.) Americas Operations
(1985) and Vice President of business development (1983).  Mr.
Zadel currently serves on the Boards of Directors of Kulicke and
Soffa Industries, Inc., Matritech, Inc. and Zoll Medical
Corporation.

     Mr. Nunes joined Millipore in 1976 as Vice President and
General Counsel and was elected a Senior Vice President in 1980.
Mr. Nunes has announced that he will be retiring from Millipore
at the end of April 1997.

     Mr. Carroll joined Millipore in 1986 as Vice
President/Finance for the Membrane Products Division following a
ten-year career in the general practice audit division of Coopers
and Lybrand.  In 1988, Mr. Carroll assumed the position of Vice
President of Information Systems (worldwide) and in December of
1990, he became the Vice President of Finance for the Company's
Waters Chromatography Division.  Mr. Carroll was elected to
Corporate Vice President, Chief Financial Officer and Treasurer
in February, 1992.  Mr. Carroll has been designated President
Millipore Asia Ltd, a position he will assume once his successor
as Chief Financial Officer has been appointed and installed.  He
will remain a Corporate Vice President.

     Mr. Jacoby joined Millipore in 1975.  After serving in
various sales and marketing capacities, Mr. Jacoby became
Director of Marketing for the Millipore Membrane Products
Division in 1983 and in 1985, he assumed the position of General
Manager of the Membrane Pharmaceutical Division.  In 1987, Mr.
Jacoby assumed responsibility for the Company's process membrane
business and in 1994 assumed responsibility for the sales,
marketing and R&D for all of the Company's worldwide business.
Mr. Jacoby was elected a Corporate officer in December, 1989.

     Mr. Lary was elected a Corporate Vice President in November
1994, and is responsible for the worldwide operations of the
Company.  From May of 1993 until his election as a Corporate Vice
President, Mr. Lary served as Senior Vice President and General
Manager of the Americas Operation.  For the ten years prior to
that time, he served as Senior Vice President of the Membrane
Operations Division of Millipore.

     Ms. Nikka was elected Corporate Vice President for Human
Resources in November 1996.  Ms. Nikka was Vice President at
Fidelity Investments from 1991 to November 1996.  Prior to
joining Fidelity in 1991, Ms. Nikka was Vice President of Human
Resources at Symbolics, Inc.

     Mr. Rudin was elected Corporate Vice President and General
Counsel in December 1996.  Prior to joining Millipore, and since
1993 Mr. Rudin was Senior Vice President and General Counsel of
Ciba Corning Diagnostics Corporation and was Vice President and
General Counsel of that company from 1988 until 1993.

     Mr. Takahashi joined Millipore in 1979 as President and
Chief Executive Officer of its Japanese subsidiary, Nihon
Millipore Ltd. Mr. Takahashi was elected as a Vice President of
the Company on February 8, 1996.

Item 2.  Properties.

     Millipore owns approximately 1.25 million square feet of
facilities located in the United States, Europe and Japan.  The
following table identifies the principal properties owned by
Millipore and describes the purpose, floor space and land area of
each.
                                             Floor
                                             Space     Land Area
Location       Facility                      Sq. Ft.     Acres


Bedford,       Executive Offices, research,  352,000      31
MA             pilot production & warehouse

Danvers        Manufacturing and office       65,000      16
MA

Jaffrey,       Manufacturing, warehouse      169,000      31
NH             and office

Cidra,         Manufacturing, warehouse      134,000      36
Puerto Rico    and office

Molsheim,      Manufacturing, warehouse      148,000      20
France         and office

St. Quentin    Office and research            50,000       5
France

Nancy,         Office and research            20,000       6
France

Cork,          Manufacturing                  83,000      20
Ireland

Limerick,      Manufacturing and warehouse    20,000      <1
Ireland

Stonehouse     Manufacturing and office       35,000       1
United Kingdom

Yonezawa,      Manufacturing and warehouse   144,000       7
Japan

                              TOTAL        1,248,000      173

The facilities located in Cidra, Puerto Rico and Yonezawa, Japan are
currently underutilized by approximately 25% and 50%, respectively,
allowing for future manufacturing and distribution growth.  The
small facility in Limerick is approximately 70% underutilized.
               _____________________________________

     In addition to the above properties, Millipore has entered
into a long term lease for premises abutting its Bedford
facility.  This lease makes 75,000 square feet of building
available to Millipore and contains rights of first refusal and
options with respect to the purchase of the premises by Millipore
and the sale of the premises to Millipore.  During 1988 Millipore
entered into a 10-year lease for a building of 130,000 square
feet located in Burlington, Massachusetts, approximately 5 miles
from its Bedford headquarters.  This lease contains a single 5-
year extension option. In 1991 the Company entered into a 15-year
lease with renewal options for an aggregate of 20 years, as well
as a purchase option covering a 134,000 square foot building
which is adjacent to the leased property referred to in the first
sentence of this paragraph, and which houses the Company's
Process System Business, as well as the customer training
laboratories for this group.

     In addition to its foregoing properties, Millipore currently
leases various manufacturing, sales, warehouse, and
administrative facilities throughout the world.  Such leases
expire at different times through 2006.  The rented space
aggregate is approximately 717,000 square feet (including leased
facilities acquired in the Amicon transaction) and cost was
approximately $9,034,000 in 1996.  No single lease, in opinion of
Millipore, is material to its operations.

Tylan maintains offices and a manufacturing facility for its
pressure measurement and control products in a leased 43,700
square foot facility in San Diego, California.  The lease on this
facility will expire in March 2006.  Tylan's primary
manufacturing facility for mass flow control products is located
in a leased 54,200 square foot facility in Rancho Dominguez,
California.  The lease on this facility will expire in July 2005.
Tylan also leases a 9,700 square foot manufacturing facility for
gas panel products in Austin, Texas under a lease that expires in
August 1997, and leases a 85,000 square foot manufacturing
facility in Plano, Texas under a lease expiring in 2005.  Tylan
has additional leased sales and service facilities in San Jose,
California, Tempe, Arizona and Salem, New Hampshire.

Tylan's principal European manufacturing facility is leased by
its subsidiary in Swindon, England,  The 6,900 square foot
facility serves as the European headquarters for manufacturing.
Tylan's subsidiaries also lease a 6,100 square foot sales and
service facility in Eching, Germany, a 570 square foot sales and
service facility in Dresden, Germany, a 4,800 square foot sales
and service facility in St. Quentin Fallavier, France and a 1,000
square foot facility in Livingston, Scotland.

Tylan General K.K. leases a 9,300 square foot manufacturing,
sales and service center in Yokohama, Japan.  In addition, Tylan
General Korea Ltd. leases a 1,700 square foot sales and service
facility and Hanyang General Co., Ltd. leases a 1,700 square foot
manufacturing facility, both of which are located in Kyunggi-Do,
Korea.

     Millipore is of the opinion that all the facilities owned or
leased by it are well maintained, appropriately insured, in good
operating condition and suitable for their present uses.

Item 3.  Legal Proceedings.

     Millipore has been, over the last 13 years, notified that
the EPA has determined that a release or a substantial threat of
a release of hazardous substances (a "Release") as defined in
Section 101 of the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the
Superfund Amendments and Reauthorization Act of 1986 (SARA), or
analogous state law ("CERCLA" or "Superfund") has occurred at
twelve sites to which chemical wastes generated by the
manufacturing operations of Millipore or one of its divisions may
have been sent.  These notifications typically also allege that
Millipore is a potentially responsible party ("PRP") under CERCLA
with respect to any remedial action needed to control or prevent
any such Release.  Because CERCLA provides for strict, joint and
several liability, a government plaintiff could seek to recover
all remediation costs at a waste disposal site from any one of
the PRPs, including the Company.  Generally, where there are a
number of financially viable PRPs, liability has been
apportioned, or the Company believes, based on its experience
with such matters, that liability will be apportioned, based on
the type and amount of waste disposed of by each PRP at such
disposal site and the number of financially viable PRPs.  No
assurance can be given, however, that this method of
apportionment will be used at any particular site.

     The Company has paid approximately $14 million to date
pursuant to consent decrees with the EPA and relevant state
agencies to settle its liability at seven of the Superfund sites
at which the Company has been named a PRP.  These consent decrees
provide the Company with a release from further liability with
respect to certain covered matters.  However, as is typical with
such consent decrees, EPA and the relevant state agencies reserve
the right to maintain actions against the settling parties,
including the Company, in the event certain actions occur or do
not occur.  In addition, third party private actions could be
brought against the Company for matters not covered in the
consent decrees.

     The Company is currently appealing a decision by a federal
district court located in Massachusetts, which held that the
Company's insurers were not required to indemnify the Company for
costs incurred at five of the Superfund sites at which the
Company is named a PRP.  If the Company loses on appeal, the
Company will not receive reimbursement from its carriers at any
of the Superfund sites.

     The Company believes it has sufficient reserves, which do
not assume recovery from its insurance carriers, to satisfy the
Company's estimated remaining liabilities at the twelve Superfund
sites.  The Company believes that, based on the number and size
of financially solvent PRPs participating at each Superfund site,
the amount and types of wastes disposed of by the Company at
these sites, and the likely availability of contribution from
other PRP's in the event the Company were held jointly and
severally liable at any of the sites, the aggregate of any future
remaining potential liabilities should not have a material
adverse effect on the Company's financial condition.

The Company and Waters Corporation are 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.  The
Company believes that it has meritorious arguments and should
prevail in these litigations.  The ultimate disposition is not
expected to have a material adverse effect on the Company's
financial condition, although any settlement of this matter may
impact the Company's financial statements in a particular period.

Item 4.   Submission of Matters to a Vote of Security Holders.
     This item is not applicable.

                             PART II

Item 5.  Market for Millipore's Common Stock, and Related Stockholder
Matters.

Millipore Stock Prices

Stock price data from the New York Stock Exchange is based on
high and low sales prices.  There were approximately 3,355
shareholders of record as of December 31, 1996.

                                                        Dividends
                                                         Declared
                       Range of Stock Prices            Per Share
                       1996            1995          1996    1995
                     High     Low    High     Low                
First Quarter      $47.13  $36.00  $28.69  $22.88  $0.080  $0.075
Second Quarter      47.13   35.50   34.56   27.00   0.090   0.080
Third Quarter       43.13   33.88   39.13   31.75   0.090   0.080
Fourth Quarter      43.00   33.63   41.50   34.13   0.090   0.080



Item 6. Selected Financial Data.


(In thousands except    
per share)                   1996(a)   1995      1994      1993      1992
Net sales                    $618,735  $594,466  $497,252  $445,366  $427,188
                                         
Cost of sales                 249,443   243,849   212,675   193,575   195,462
                                      
                                                                       
Gross profit                  369,292   350,617   284,577   251,791   231,726
                                     
Selling, general and          202,140   195,026   159,591   145,647   142,701
administrative expenses               
Research and development       38,429    36,515    34,327    34,952    32,953
expenses
Purchased research &           68,311         -         -         -         -
development expense(b)
                                                                       
Operating income               60,412   119,076    90,659    71,192    56,072
                                               
Gain on sale of equity          5,329         -         -         -         -
securities
Other income (expense), net         -         -   (10,800)        -   (2,415)
                                                   
Interest income                 2,780     1,682      4,091    4,069     6,888
Interest expense              (11,498)  (10,623)   (7,035)  (12,038)  (14,692)
                                     
                                                                       
Income from continuing                                                 
operations before income taxes 57,023   110,135     76,915   63,223    45,853
                                              
Provision for income taxes     13,401    24,781     17,306   14,225    10,317
                                                                       
Income from continuing                                                 
operations before extraordinary 43,622    85,354     59,609   48,998    35,536
item
Earnings (loss) from                -          -          -  (10,851)   2,715
discontinued operations                                     
Loss on disposal of                 -         -     (3,400)       -         -
discontinued operations(c)                            
                                                                       
Income before extraordinary                                            
item and cumulative effect
     of change in accounting    43,622   85,354      56,209   38,147   38,251
     principle
                                                                       
Extraordinary item-loss on           -       -            -  (3,544)       -
early extinguishment of debt                                 
                                                                       
Cumulative effect of change in                                         
accounting
for postretirement                   -       -            -       -    (5,068)
benefits                                                              
                                                                       
Net income                     $43,622  $85,354     $56,209  $34,603   $33,183
                                      
                                                                       
Net income per common share:                                           
     Income from continuing      $1.00    $1.90       $1.09    $0.88     $0.63
     operations                           
     Net income per common        1.00     1.90        1.03     0.62      0.59
     share
Cash dividends declared per       0.35    0.315        0.295    0.275    0.255
share
Average common shares and       43,602   44,985       54,726    55,902  56,484
equivalents
                                                                       
Financial Data                                                         
                                                                       
Working capital                $95,512  $90,337    $100,649 $232,865 $220,378
                                
Total assets                   682,892  530,945     536,980  728,573  764,950
                                      
Long-term debt                 224,359  105,272  109,327    110,067  103,332
                                     
Shareholders' equity          $217,605 $226,475 $221,277   $461,154 $452,835
                                               

(a) On December 31, 1996, the Company acquired Amicon for $129.3
    million in cash, including transaction costs.  This
    acquisition was accounted for as a purchase.  As this
    transaction was completed on the last business day of 1996,
    the accompanying 1996 consolidated statement of income
    excludes all 1996 business activity conducted by Amicon.
    However, the assets acquired and liabilities assumed are
    included in the Company's consolidated balance sheet at
    December 31, 1996.

(b) Purchased research and development represents the write-off
    of in-process research and development arising from the
    acquisition of Amicon on December 31, 1996.

(c) The loss on disposal of discontinued operations in 1994
    include pre-tax operating losses generated by the
    discontinued businesses from November 11, 1993 through the
    completion of such divestitures.


Item 7.  Management's Discussion and Analysis of Financial
     Condition and Results of Operations.
                   Forward-Looking Statements
                                
The  matters  discussed herein, as well as  in  future  oral  and
written statements by management of the Company, that are forward-
looking  statements are based on current management  expectations
that  involve  substantial  risks and uncertainties  which  could
cause  actual  results  to  differ materially  from  the  results
expressed  in,  or implied by, these forward-looking  statements.
When used herein or elsewhere, the words "anticipate", "believe",
"estimate",  "expect", "may", "will", "should"  or  the  negative
thereof and similar expressions as they relate to the Company  or
its  management  are  intended to identify  such  forward-looking
statements.  Potential risks and uncertainties that could  affect
the   Company's   future  operating  results   include,   without
limitation, foreign exchange rates; increased regulatory concerns
on   the   part   of  the  biopharmaceutical  industry;   further
consolidation of drug manufacturers; competitive factors such  as
new  membrane technology, and/or a new method of chip manufacture
which  relies  less  heavily  on purified  chemicals  and  gases;
availability  of component products on a timely basis;  inventory
risks  due  to  shifts in market demand; change in  product  mix;
conditions  in the economy in general and in the microelectronics
manufacturing market in particular; the difficulty in integrating
acquired  companies;  potential  environmental  liabilities;  the
inability  to  utilize technology in current or planned  products
due  to overridding rights by third parties, and the risk factors
listed  from time to time in the Company's filings with the  SEC.
See also "Business -- Environmental Matters", "Legal Proceedings"
and "--Business Outlook and Uncertainties".

                       Recent Developments

On  December 31, 1996, the Company acquired Amicon for a price of
$129.3  million  in  cash,  including  transaction  costs.   This
transaction was accounted for as a purchase and resulted in a pre-
tax  write-off  for purchased research and development  of  $68.3
million  in the fourth quarter of 1996.  As this transaction  was
completed on the last business day of 1996, the accompanying 1996
consolidated  statement  of  income excludes  all  1996  business
activity  conducted by Amicon.  However, the assets acquired  and
liabilities  assumed  are included in the Company's  consolidated
balance sheet at December 31, 1996.

On  January  22,  1997,  the  Company  announced  the  successful
completion of its tender offer for all of the outstanding  common
shares  of  Tylan  for $16.00 per share.  Tylan became  a  wholly
owned  subsidiary  of  the  Company on  January  27,  1997.   The
purchase price was $133.0 million, plus the assumption of Tylan's
outstanding  debt,  net of cash, totaling  $23.6  million.   This
acquisition  will  be accounted for as a purchase  in  the  first
quarter of 1997.


                      Results of Operations

Net Sales

Consolidated  net  sales, measured in U.S. dollars,  increased  4
percent  in 1996 compared to an increase of 20 percent  in  1995.
The  lower  sales  growth  rate in  1996  compared  to  1995  was
primarily  attributable  to  the  microelectronics  manufacturing
market  entering  one  of  its  periodic  downturns  as  well  as
unfavorable foreign exchange comparisons.  Sales growth rates  by
geography  and  market,  measured in local  currencies  and  U.S.
dollars, are summarized in the table below:

                 Sales growth          Sales growth
                     rates                rates
                  measured in          measured in
               local currencies        U.S. dollars
                199  1995  1994        199  199  199
                  6                      6    5    4
Americas         8%   15%    8%         7%  13%   8%
Europe           6%   10%    6%         4%  20%   7%
Asia/Pacific    14%   18%   16%         2%  27%  21%
  Consolidated  10%   15%   10%         4%  20%  12%
                                                    
Microelectroni   8%   43%   33%         0%  50%  39%
cs Mfg
BioPharmaceuti  14%    9%    4%        10%  14%   6%
cal Mfg
Analytical       8%    3%    4%         3%   8%   6%
Laboratory
  Consolidated  10%   15%   10%         4%  20%  12%

Full   year  sales  in  1996  to  microelectronics  manufacturing
customers  measured  in  local  currencies  increased  8  percent
compared  to  1995.   A  downturn in the microelectronics  market
began  to impact the Company's sales growth around the middle  of
1996, as sales to customers in this market grew 24 percent in the
first  six months of 1996 compared to 1995 and declined 7 percent
in  the  second  half  of 1996 compared to  1995.   The  slowdown
significantly  impacted  growth in both the  Americas  and  Japan
while sales growth in the remaining Asia/Pacific microelectronics
market  remained strong.  Sales into the microelectronics  market
comprised 28 percent of total consolidated sales in 1996,  versus
29 percent of total sales in 1995.

Sales  to  the  BioPharmeceutical manufacturing  market  grew  14
percent  in local currencies during 1996, compared to  9  percent
growth  in  1995.   The higher growth rate in  1996  was  due  to
increased   sales   of  large  protein  processing   systems   to
biotechnology  customers  in both the Americas  and  Europe,  and
higher   sales   to  beer  manufacturing  customers   in   Japan,
particularly  in  the first six months of  the  year.   Sales  to
BioPharmeceutical customers comprised 31 percent of  total  sales
in 1996 and 29 percent in 1995.
Sales  to the analytical laboratory market measured in local currencies
grew  at  faster  rates  in 1996 than in 1995 and  1994.   New  product
introductions  and  a new distribution strategy in  the  United  States
fueled sales growth in this market, particularly in the last six months
of  1996.  Sales growth was strongest in the Americas and Japan,  while
sales  grew  more  modestly  in  Europe due  to  a  difficult  economic
environment.   Sales  to analytical laboratory customers  comprised  41
percent of total sales in 1996 and 42 percent in 1995.

Foreign exchange rates, primarily the U.S. dollar strengthening against
the  Japanese yen, reduced reported sales growth by 6 percent in  1996,
compared  to  increasing sales by 5 percent in 1995 and  2  percent  in
1994.  Approximately 29 percent of the Company's sales in 1996 and 1995
were  generated in Japan.  On average, the U.S. dollar was  15  percent
stronger  against the Japanese yen in 1996 compared to 1995.  The  year
to  year  comparisons were particularly unfavorable in the  second  and
third  quarters  of  1996 as the dollar was at historic  post-war  lows
against the yen during this time frame in 1995.  Though a weaker dollar
will benefit, and a strong dollar will adversely affect future reported
sales  growth,  the  Company  is  unable  to  predict  future  currency
fluctuations and to quantify their effect on net income.  Price changes
and  inflation  have  not significantly affected the  comparability  of
sales during the past three years.

Gross Margins

Gross Margins were 59.7 percent in 1996, 59.0 percent in 1995, and 57.2
percent  in 1994.  The margin improvement in 1996 was due to  continued
cost  containment  and increased volume in the Company's  manufacturing
plants.   The  significant  volume of business  transacted  in  foreign
currencies  as discussed above exposes the Company to risks  associated
with  currency rate fluctuations which impact the Company's  sales  and
net  income.  To partially mitigate this risk, the Company has  entered
into  foreign  currency transactions, forward and option  contracts  to
sell  yen, on a continuing basis in amounts and timing consistent  with
underlying currency exposure on inventory purchases so that  the  gains
or  losses  on  these  transactions  offset  gains  or  losses  on  the
underlying  exposure.   A realized gain of $2.7  million  in  1996  and
realized  losses  of  $2.3 million in 1995 and  $1.0  million  in  1994
relating  to  these contracts were recognized. These gains  and  losses
were  reflected  in cost of sales each year, partially  offsetting  the
impact  of  foreign exchange fluctuations.  At December 31,  1996,  the
Company  has  open forward exchange contracts to sell  yen  aggregating
$13.4 million and open forward option contracts to sell yen aggregating
$27.0 million pertaining to this hedging program.  These open contracts
have an unrealized gain of $1.7 million at December 31, 1996.  All open
contracts mature within 15 months.

Operating Expenses

Selling, General and Administrative (S, G & A) Expenses, excluding  the
effects of foreign exchange, grew 8 percent in 1996, 17 percent in 1995
and  8 percent in 1994.  The Company continued to invest in selling and
marketing  resources  to support both new product launches  and  future
sales  growth  initiatives, particularly in  the  microelectronics  and
analytical laboratory markets.

Research  and  Development Expenses increased  by  5  percent  in  1996
compared  to 1995 after increasing 6 percent in 1995 compared to  1994.
The  increase  in  spending the past two years is  principally  due  to
investments  in  new  products  in  the microelectronics  manufacturing
market.

Purchased  Research and Development Expense of $68.3  million  in  1996
represents the write-off of in-process research and development arising
from the acquisition of Amicon on December 31, 1996.

Other Income/Expense

Gain  on  Sale of Equity Securities reflects the sale of a  significant
portion  of  the Company's stock holdings in a Japanese  Company.   The
Company sold these securities in the third and fourth quarters of  1996
to  fund  a  new headquarters and research and development facility  in
Japan.   The  cost of moving to this new facility was $2.0 million  and
was recorded in S,G & A expense.

Other  Expense in 1994 reflects a non-recurring charge of $10.8 million
to settle litigation which arose from the Company's sale of its Process
Water Division in 1989.

Net  Interest Expense in 1996 was comparable with net interest  expense
in  1995,  as the impact of slightly higher net borrowings during  1996
was offset by lower short term interest rates.  Net interest expense in
1994  was  significantly  lower compared  to  1995  and  1996  as  1994
benefited from the substantial net proceeds received from the  divested
business

The  Provision for Income Taxes was 23.5 percent of pre-tax  income  in
1996,  versus  an  effective rate  in 1995 and 1994  of  22.5  percent.
While  the  Company continues to benefit from low tax rates  in  Puerto
Rico  and  Ireland and tax incentives attributable to its  U.S.  export
operations,  the  overall increase in profitability  in  1996  slightly
diminished   the   relative  benefit  derived  from   these   low   tax
jurisdictions.

The  Net  Loss  on Disposal of Discontinued Operations  reflects  the
after   tax  loss  of  disposing  of  the  Company's  Instrumentation
Divisions, the sale of which was concluded in 1994.

Earnings  Per  Share  in the past three years  include  certain  non-
recurring  charges.   Earnings per share from  continuing  operations
adjusted for these charges are summarized as follows:

                                1996    1995    1994
Earnings from continuing       $1.00   $1.90   $1.09    
operations after charges            
                                    
                                              
Charges                         1.20       -    0.15
                                              
Earnings from continuing             
operations before charges      $2.20    $1.90  $1.24
                                          

The  charge  in 1996 relates to the write-off of purchased in-process
research and development arising from the acquisition of Amicon.

The  charge  in  1994  resulted  from the  settlement  of  litigation
relating to the Company's sale of the Process Water Division in 1989.
                          Legal Proceedings
The  Company  and  Waters Corporation are engaged in  an  arbitration
proceeding and related state and federal litigation, which  commenced
in 1995 and 1996, 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.   The
Company believes that it has meritorious arguments and should prevail
 .   In  the opinion of the Company, although final settlement of this
matter  may impact the Company's financial statements in a particular
period, it is not expected to have a material adverse effect  on  the
Company's financial condition.

                   Capital Resources and Liquidity
In  1996, the Company generated $102.2 million of cash from operating
activities,  compared to $99.1 million in 1995 and $88.6  million  in
1994.  Net cash provided by operating activities continued to be  the
Company's  primary source of funding capital expenditures,  dividends
and  open  market share repurchases in 1996.  The slight increase  in
cash generated from operating activities in 1996 compared to 1995 was
primarily due strong collections of accounts receivable, which helped
fund an $11.6 million increase in inventories.

Capital  spending  in  1996 was the same as  in  1995.   The  Company
continued   to  invest  in  capacity  expansions  in  the   Company's
manufacturing facilities and in information technology  systems.   In
addition, the Company moved into a new headquarters and research  and
development facility in Japan.  As previously discussed, the cost  of
this  move  was funded by a sale of equity securities in Japan.   The
Company expects capital expenditures and depreciation expense in 1997
to  be higher than capital spending and depreciation expense in 1996.
At  December 31, 1996, the Company had no significant commitments for
capital expenditures.
During  the past three years, the Company has used cash generated from  its
operations  and,  in 1995 and 1994, cash generated from  the  sale  of  its
Waters  Chromatography and BioScience divisions, to purchase shares of  its
outstanding common stock.  The Company spent, net of stock option  exercise
amounts, $46.9 million, $64.0 million and $293.0 million in 1996, 1995, and
1994 respectively to repurchase shares of its outstanding common stock.  At
December  31, 1996, the Company had $9.0 million remaining to  spend  on  a
$50.0  million share repurchase program announced in the first  quarter  of
1996.  Share  repurchases were stopped at the end of the third  quarter  of
1996  to  maintain financial flexibility in light of pending  acquisitions.
The  Company  does  not  expect  to repurchase  additional  shares  of  its
outstanding common stock in 1997 as cash generated from operations will  be
used  to pay down borrowings required to finance the acquisitions of Amicon
and Tylan.

The net cash outflow of $7.9 million in 1996 for operations discontinued in
1994  was  in  line with the Company's expectations.  The Company  believes
that  the  net cash it will spend in 1997 with respect to such divestitures
will approximate the accrued divestiture liability of $3.6 million recorded
on  the  consolidated  balance  sheet at December  31,  1996.   The  amount
expected to be spent in 1997 will be lower than the amount spent in 1996 as
contractual  support  services  provided to the  divested  businesses  will
expire.

The  Company incurred one-time finance related costs in both 1995 and 1994,
which  did  not repeat in 1996.  In 1995, the Company paid $3.5 million  to
close  out  the Company's German Deutsche mark swap.  In 1994, the  Company
paid  a  total  of  $15.4 million in financing related  transactions;  $5.1
million was used to pre-pay the Company's $100.0 million notes payable  due
in  1998,  while  $10.3  million was used to close out  the  Company's  yen
currency swap.

The Company has $46.9 million of cash and short-term investments on hand at
the  end  of 1996.  The amount on hand at December 31, 1996 is higher  than
that  normally held by the Company and consists primarily of balances  held
by  the  Company's international subsidiaries which will be  used  to  fund
their  respective  portions  of  the Amicon  and  Tylan  acquisitions.   In
addition,  the Company has a $450.0 million five-year credit facility  (the
"credit  facility") in place which was drawn on to fund both  acquisitions.
Borrowings  required to fund the acquisition of Amicon  were  drawn  on  in
December, 1996.  Borrowings drawn on in the first quarter of 1997  to  fund
the  acquisition  of  Tylan  would have caused the  Company  to  violate  a
covenant with respect to the $100.0 million 6.78 percent notes payable  due
in  2004  which required that the Company prevent total debt from exceeding
60%  of  total debt plus equity.  However, the holder of these notes waived
the  requirement that the Company comply with this covenant  through  March
21,  1997.   The  Company is currently negotiating to change the  financial
covenant  included in this note agreement.  If a revised agreement  is  not
reached  by  March 21, 1997, the Company may redeem the notes using  either
proceeds  from a planned public debt offering for up to $300.0  million  or
borrowings  potentially available upon request by  the  Company  under  the
Credit Facility.  The use of debt to finance the acquisitions of Amicon and
Tylan substantially increases the Company's debt-to-equity ratio.  However,
the  Company's  financial  position remains  strong  and  the  Company  has
flexibility in financing future requirements, although such flexibility  is
more limited than it had been prior to these acquisitions.

                                 Dividends
The  quarterly dividend was increased in the second quarter  of  1996  from
$0.08 to $0.09 per share.  Dividends paid in 1996 were $14.9 million.

                    Business Outlook and Uncertainties
The   following  statements  are  based  on  current  expectations.   These
statements are forward looking and actual results may differ materially.

Business  Acquisitions  - Operations related to the  acquisitions  of  both
Amicon  and  Tylan will be included in the Company's statements  of  income
commencing  in  the  first  quarter of  1997.   As  both  acquisitions  are
accounted for as purchases, all growth rates in the Company's statement  of
income  for 1997 will include the impact of adding these two businesses  to
the  Company's operations.  In addition, the Company expects to  record  in
the first quarter of 1997 a non-tax deductible charge in the range of $50.0
million  to  $100.0 million for purchased research and development  arising
from   the   Tylan  acquisition.   The  successful  completion   of   these
acquisitions requires the integration of two companies that have previously
operated independently.  The process of integrating acquired businesses may
involve  unforeseen  difficulties and there can be no  assurance  that  the
potential benefits of such integration will be realized to the extent or on
the  schedule  expected  by the Company.  Moreover,  such  integration  may
require  a  disproportionate  amount of  the  time  and  attention  of  the
Company's management and the Company's financial and other resources.   Any
delays or unexpected costs in connection with such integration could have a
material adverse effect on the Company's financial condition and results of
operations.


Sales  - As previously noted, sales to the microelectronics market in  1996
represented 28 percent of consolidated 1996 sales.  In 1995 and  the  first
six  months  of  1996, the microelectronics market was the fastest  growing
market  in which the Company participated.  However, sales into this market
declined  7  percent in the last six months of 1996.  Market research  data
for  the microelectronics manufacturing market is forecasting 1997 industry
sales growth rate ranging from flat to slightly negative.  Sales growth  in
this  market  in  the  past has been volatile, due  to  general  cyclically
historically  exhibited by this market.  The acquisition of Tylan  in  1997
increases  the  Company's  presence in the  microelectronics  manufacturing
market.   As  this  market has become a more significant component  of  the
Company's  consolidated  sales, the effects of future  industry  volatility
could significantly impact the Company's consolidated sales growth.

Approximately 65 percent of the Company's sales are transacted  outside  of
the  Americas in currencies other than the U.S. dollar.  Late in  1996  and
early  in  1997,  the U.S. dollar began to further strengthen  against  the
Japanese  yen  and  French  franc.  If foreign  exchange  rates  remain  at
February  1, 1997 levels, the effect of foreign exchange will reduce  first
quarter  1997 and full-year 1997 reported sales growth by 3 percent  and  2
percent,  respectively compared to 1996.  Any change  in  foreign  exchange
rates will be reflected in the results of operations.

Gross Margins - The Company expects gross margin percentages in 1997 before
the effect of the Amicon and Tylan acquisitions to be comparable with those
in  1996,  as  improved  margins resulting from  increased  volume  in  the
Company's  manufacturing  plants to support  anticipated  sales  growth  is
expected  to  offset slightly lower margins associated with  the  new  U.S.
distribution  agreement.  Lower than expected sales growth will  negatively
impact   the  Company's  ability  to  maintain  or  improve  gross   margin
percentages.  Other than the U.S. distribution agreement noted  above,  the
Company anticipates no significant changes in the pricing of it's products.
Historical  gross margin percentages generated by Amicon approximate  those
experienced  by the Company.  However, historical gross margin  percentages
generated  by  Tylan have been approximately 18-20 percentage points  lower
than  those  experienced  by  the Company.  If  anticipated  synergies  are
achieved,  the  Company expects that the acquisition of Tylan  will  reduce
1997  consolidated gross margins percentages by 1 to 2 percent compared  to
1996.

Operating Expenses - The Company expects to continue investing in operating
expenses  in a manner consistent with previous years.  The acquisitions  at
both  Amicon  and  Tylan  will  result in  incremental  operating  expenses
required to support these additional businesses.

Interest Expense - The Company expects net interest expense in 1997 will be
significantly   higher  than  in  1996  due  to  increased  borrowings   of
approximately  $282.0  million  required to complete  the  acquisitions  of
Amicon  and  Tylan.   The  Company anticipates that  1997  borrowings  will
fluctuate  on a quarterly basis but anticipates no significant increase  in
borrowings  on  a  full year basis other than the $282.0 million  discussed
above.

Provision  for  Income Taxes - Excluding the impact of a non-deductible  in
process  research and development write-off associated with the acquisition
of Tylan, the effective tax rate in 1997 is projected to be in the 24 to 26
percent  range, up from 23.5 percent in 1996 as the acquisitions of  Amicon
and  Tylan  will  result in additional income being earned outside  of  the
Company's low tax rate manufacturing sites.  The tax rate estimate is based
on  current  tax law and is subject to change.  At December 31,  1996,  the
Company   had  a  net  deferred  tax  asset  of  $69.1  million.   Although
realization of the asset is not assured, the Company believes  it  is  more
likely  than  not that this net deferred tax asset will be  realized.   The
amount of the deferred tax considered realizable, however, could be reduced
if  the  near  term estimates of future taxable income are  reduced,  which
could result in the Company's 1997 effective tax rate increasing above  the
expected 24 to 26 percent range.

Capital  Spending  -  The Company expects to spend  more  for  fixed  asset
additions  in 1997 than it spent in 1996.  The Company does not believe  it
needs  to  significantly expand or add manufacturing capacity  in  1997  to
handle its anticipated 1997 sales growth.  The Company, however, expects to
launch  manufacturing  operations in China  in  1997  and  will  invest  in
leasehold  improvements and machinery and equipment  to  support  this  new
operation.  The Company will also continue to invest in tooling within  its
manufacturing  plants  and  in  information technology  as  required.   The
Company  also  expects that 1997 depreciation expense will be  higher  than
1996 depreciation expense.



Item 8.  Financial Statements and Supplementary Data.

The information called for by this item is attached to the back of
this report commencing with Page F-1.

Item 9.  Disagreements on Accounting and Financial Disclosure.

     This item is not applicable.

                                 PART III

Item 10.  Directors and Executive Officers of Millipore.

     The information called for by this item with respect to registrant's
directors and compliance with Section 16(a) of the Securities Exchange Act of
1934 as amended is set forth under the caption "Management and Election of
Directors--Nominees for Election as Directors" in Millipore's definitive
Proxy Statement for Millipore's Annual Meeting of Stockholders to be held on
April 17, 1997, and to be filed with the Securities and Exchange Commission
on or about March 21, 1997, which information is hereby incorporated herein
by reference.

     Information called for by this item with respect to registrant's
executive officers is set forth under "Executive Officers of Millipore" in
Item 1 of this report.

Item 11. Executive Compensation.

     The information called for by this item is set forth under the caption
"Management and Election of Directors-Executive  Compensation" in Millipore's
definitive Proxy Statement for Millipore's Annual Meeting of Stockholders to
be held on April 17, 1997, and to be filed with the Securities and Exchange
Commission on or about March 21, 1997, which information is hereby
incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

     The information called for by this item is set forth under the caption
"Ownership of Millipore Common Stock" in Millipore's definitive Proxy
Statement for Millipore's Annual Meeting of Stockholders to be held April 17,
1997, and to be filed with the Securities and Exchange Commission on or about
March 21, 1997, which information is hereby incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions.

     The information called for by this item is set forth under the caption
"Management and Election of Directors - Executive Compensation" in Millipore's
definitive Proxy Statement for Millipore's Annual Meeting of Stockholders to
be held on April 17, 1997, and to be filed with the Securities and Exchange
Commission on or about March 21, 1997, which information is hereby
incorporated herein by reference.

                                  PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
 (a)   1.           Financial Statements.
        The  following  financial statements are  filed  as  part  of  this
        report: (See Index on page F-1)
        Consolidated  Statements  of  Income  for  the  three  years  ended
        December 31, 1996, 1995 and 1994.
        Consolidated Balance Sheets for the years ended December  31,  1996
        and 1995
        Consolidated  Statements  of Shareholders'  Equity  for  the  three
        years ended December 31, 1996, 1995 and 1994.
        Consolidated  Statements of Cash Flows for the  three  years  ended
        December 31, 1996, 1995 and 1994.
        Notes to Consolidated Financial Statements
        Report of Independent Accountants

       2.           Financial Statement Schedules.
        No  financial  statement schedules have been included because  they
        are not applicable or not required under Regulation S-X.

       3.           List of Exhibits.
  A. The following exhibits are incorporated by reference:
Reg. S-K
Item 601(b)                                 Referenced Document on
Reference                                  Document Incorporated file  with
the Commission
(2)     Amicon  Worldwide  Purchase and Sale    Exhibit  (2)  to  Form  8-K
Report,
       Agreement, dated November 18, 1996,   dated December 31, 1996,
       as Amended by Amendment Agreement     [Commission File No. 0-1052]
       dated December 31, 1996, by and among
       Company and W. R. Grace & Co.-Conn.
       Agreement and Plan of Merger, dated   Exhibit (c)(1) to Schedule 14D-
1,
       as of December 16, 1996, by and  Filed December 20, 1996
       among Company and its wholly owned
       subsidiary MCTG Acquisition Corp.
       and Tylan General, Inc.
Reg. S-K
Item 601(b)                                 Referenced Document on
Reference                                  Document Incorporated file  with
the Commission
(3)     (ii)     By Laws, as amended        Form 10-K Report for  year
                 ended December 31, 1990 [Commission File No. 0-1052]
(4)     Indenture dated as of May 3, 1995,         Registration Statement  on
Form S-4
       relating to the issuance of      (No. 33-58117); and an accompanying
       $100,000,000 principal amount    Form T-1)
       of Company's 6.78% Senior
       Notes due 2004
(10)   Shareholder Rights Agreement          Form 8-K Report for April, 1988
       dated as of April 15, 1988      [Commission File No. 0-1052]
       between Millipore and The
       First National Bank of Boston
       Long Term Restricted Stock      Form 10-K Report for the year
       (Incentive) Plan for Senior     ended December 31, 1984.
       Management*                     [Commission File No. 0-1052]
       1985 Combined Stock Option Plan*     Form 10-K Report for the year
                                       ended December 31, 1985
                                       [Commission File No. 0-1052]
       Supplemental Savings and        Form 10-K Report for the year
       Retirement Plan for Key         ended December 31, 1984.
       Salaried Employees of           [Commission File No. 0-1052]
       Millipore Corporation*
       Executive Termination           Form 10-K Report for the year
       Agreement*                      ended December 31, 1984.
                                       [Commission File No. 0-1052]
       Executive "Sale of Business"         Form 10-K Report for the year
       Incentive Termination Agreements (2)*     ended December 31, 1993.
                                       [Commission File No. 0-1052]
               1995 Employee Stock Purchase Plan   Form 10-K Report for the
               year ended December 31, 1994
                                               [Commission File No. 0-1052]
               1995 Management Incentive Plan* Form 10-K Report for the year
                                               ended December 31, 1994.
                                       [Commission File No. 0-1052]
       *  A "management contract or compensatory plan"
  B.  The following Exhibits are filed herewith:
(3)    (i)    Restated Articles of Organization, as amended May 6, 1996
(10)   Distribution  Agreement, dated as of July 1, 1996, by  and  among
       Company and Fisher Scientific Company (all schedules and Exhibits
       have  been omitted; Company agrees to furnish the Commission with
       a copy of any such schedule or exhibit upon request)
(10)   Revolving  Credit Agreement, dated as of January 22, 1997,  among
       Millipore Corporation and The First National Bank of Boston,  ABM
       AMRO  Bank N.V. and certain other lending institutions which  are
       or become parties thereto
(11)   Computation of Per Share Earnings
(21)   Subsidiaries of Millipore
(23)   Consent of Independent Accountants relating to the incorporation  of
       their   report   on  the  Consolidated  Financial  Statements   into
       Company's  Securities  Act Registration Nos.  2-72124,  2-85698,  2-
       91432,  2-97280,  33-37319, 33-37323, 33-11-790,  33-59005  and  33-
       10801 on Form S-8 and Securities Act Registration Nos. 2-84252,  33-
       9706, 33-22196, 33-47213 on Form S-3, and 33-58117 on Form S-4.
(24)   Power of Attorney

 (b)   Reports on Form 8-K.
       Current Report on Form 8-K, dated December 31, 1996, reporting
       under items 2 and 7 the acquisition of the Amicon Separation
       Science Business of W.R. Grace & Co.
       Current Report on Form 8-K, dated January 31, 1997, reporting under
       items 2 and 7 the acquisition of  Tylan General, Inc.
     
 (c)   Exhibits.
       The  Company hereby files as exhibits to this Annual Report on  Form
       10-K  those  exhibits listed in Item 14(a)(3)(B)  above,  which  are
       attached hereto.

 (d)   Financial Statement Schedules.
       No  financial  statement schedules have been included  because  they
       are not applicable or not required under Regulation S-X.
                                SIGNATURES

   Pursuant  to  the requirements of Section 13 or 15(d) 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


Dated:           March 7,1997   By Geoffrey Nunes, Senior Vice President

  Pursuant to the requirements of the Securities Exchange Act of 1934, this
report  has  been signed below by the following persons on  behalf  of  the
Registrant and in the capacity and on the dates indicated.
SIGNATURE                TITLE                         DATE
C. WILLIAM ZADEL*        Chairman, President,          March 7, 1997
C. William Zadel         Chief Executive Officer,
                         and Director
Michael P. Carroll       Chief Financial Officer
                         Vice President, and Treasurer 
CHARLES D. BAKER*        Director                      March 7, 1997
Charles D. Baker
SAMUEL C. BUTLER*        Director                      March 7, 1997
Samuel C. Butler
ROBERT E. CALDWELL*      Director                      March 7, 1997
Robert E. Caldwell
MAUREEN A. HENDRICKS*    Director                      March 7, 1997
Maureen A. Hendricks
MARK HOFFMAN*            Director                      March 7, 1997
Mark Hoffman
STEVEN MULLER*           Director                      March 7, 1997
Steven Muller
THOMAS O. PYLE*          Director                      March 7, 1997
Thomas O. Pyle
JOHN F. RENO*            Director                      March 7, 1997
John F. Reno

*By
 Geoffrey Nunes, Attorney-in-Fact


                           Millipore Corporation
                Index to Consolidated Financial Statements





Consolidated Statements of Income for the
three years ended December 31, 1996, 1995 and 1994          F-2

Consolidated Balance Sheets for the
years ended December 31, 1996 and 1995                      F-3

Consolidated Statements of Shareholders' Equity
for the three years ended December 31, 1996, 1995 and 1994  F-4

Consolidated Statements of Cash Flows for the
three years ended December 31, 1996, 1995 and 1994          F-5

Notes to Consolidated Financial Statements                  F-6

Report of Independent Accountants                           F-14






Item 8.  Financial Statements and Supplementary Data.

Consolidated Statements of Income

Millipore Corporation

Year ended December 31                                          
(In thousands except per         1996         1995         1994
share data)
Net sales                     $618,735      $594,466    $497,252
                                             
Cost of sales                  249,443       243,849     212,675
                               
                                              
     Gross profit              369,292       350,617     284,577
                               
                               
Selling, general and           202,140       195,026     159,591
administrative expenses        
                               
Research and development        38,429        36,515      34,327
expenses                                     
Purchased research &            68,311             -           -
development expense                          
                                                           
     Operating income           60,412       119,076      90,659
                                             
                                             
Other expense                        -             -    (10,800)
Gain on sale of equity           5,329             -           -
securities                              
Interest income                  2,780         1,682       4,091
                                            
Interest expense                (11,498)      (10,623)    (7,035)
                               
                                                 
     Income from continuing                               
     operations before          57,023       110,135       76,915
income taxes                                
                                            
Provision for income taxes      13,401        24,781       17,306
                                            
                                                           
Income from continuing          43,622        85,354       59,609
operations                                 
                                                           
                                                           
Net loss on disposal of              -            -       (3,400)
discontinued operations                    
                                                           
Net Income                    $ 43,622     $ 85,354     $ 56,209
                              
                                                                
Income per share                                                
Income from continuing          $ 1.00      $ 1.90      $ 1.09
operations                                               
Net income per common share     $ 1.00      $ 1.90      $ 1.03
Weighted average common         43,602       44,985       54,726
shares outstanding
                                     
                                     
      The accompanying notes are an integral part of the consolidated
                           financial statements.

Consolidated Balance Sheets
Millipore Corporation

December 31                                                    
(In thousands)                                1996       1995
Assets                                                         
                                                               
Current assets:                                                
     Cash                                    $4,010       $2,696
     Short-term investments                  42,860       21,062
     Accounts receivable (less allowance for                  
doubtful accounts of $2,490 in 1996         151,653      147,759
and $2,054 in 1995)              
     Inventories                            106,410       80,386
     Other current assets                     6,979        6,800
     Receivables arising from sale of             -        3,056
businesses
          Total current assets              311,912      261,759
                                           
                                                         
Property, plant and equipment, net          203,017      191,250
                                           
Intangible assets (less accumulated                      
amortization of $3,084 in 1996 and  $2,506   58,866        7,219
in 1995)
Deferred income taxes                         69,086      53,179
Other assets                                  40,011      17,538
                                                         
Total assets                               $682,892     $530,945
                                           
                                                         
Liabilities and Shareholders' Equity                     
                                                         
Current liabilities:                                     
     Notes payable                         $101,546    $  80,768
                                          
     Accounts payable                         34,404      33,436
     Accrued expenses                         57,011      32,366
     Accrued divestiture costs                3,604        6,543
     Dividends payable                        3,899        3,537
     Accrued retirement plan contributions    4,705        4,846
     Accrued income taxes payable             11,231       9,926
          Total current liabilities           216,400    171,422
                                            
                                                         
Long-term debt                                224,359    105,272
                                           
Other liabilities                             24,528      22,776
Accrued divestiture costs                         -        5,000
Commitments and contingent liabilities            -            -
Shareholders' equity:                                    
     Common stock, par value $1.00 per share,                 
120,000 shares  authorized; 56,988 shares                
issued as of December 31,  1996 and 1995,     56,988      56,988
respectively
     Additional paid-in capital                8,800           -
     Unrealized gain on securities             9,536           -
     available for sale
     Retained earnings                       548,598     523,633
                                           
     Translation adjustments                 (8,280)         375
                                             615,642     580,996
Less:  Treasury stock at cost,  13,666  and              
12,727 shares as of December 31, 1996 and  (398,037)   (354,521)
1995, respectively                          
     Total shareholders' equity              217,605     226,475
                                            
                                                         
Total liabilities and shareholders' equity  $ 682,892  $ 530,945
      The accompanying notes are an integral part of the consolidated
                           financial statements.

Consolidated Statements of Shareholders' Equity

Millipore Corporation
Year ended Dec. 31, 1994,                                              
1995 and 1996                                           
(In thousands except per share data)
<TABLE>
<CAPTION>
<S>                    <C>    <C>     <C>      <C>      <C>       <C>          <C>       <C>      <C>
                                                        Unrealized
                                                        Gain on
                                      Additional        Securities                                Total
                               Par    Paid-in  Retained Available Translation  Treasury           Shareholders
                       Shares  Value  Capital  Earnings for Sale  Adjustments  Shares    Cost     Equity
 
Balance at January 1,                                                                                
1994                   28,344  $28,344 $16,803 $434,988     $ -   $(7,624)       (341)   $(11,357)  461,154
Net income                                       56,209                                              56,209 
Cash dividends declared,                                                                           
$0.295 per share                                (15,381)                                            (15,361)
Treasury stock acquired                  (400)                                   (6,148) (334,702)  (335,102)
Stock options exercised     101    101  4,848   (15,479)                          1,072   48,898      38,368
Employees' stock purchase    49     49  2,352    (1,712)                            47     2,120      2,809
plan proceeds
Incentive plan awards                               (54)                             8       431        377
Stock awards                                          8                              1        64         72
Translation adjustments                                             12,771                           12,771
Balance at December 31,  28,494  $28,494 23,603 $458,579   $-       $5,147       (5,361)  $(294,546) 221,277
1994                           
Net income                                        85,354                                             85,354
Effect of two-for-one    28,494  28,494 (23,603)  (4,891)                        (5,361)                  -
stock split                                                          
Cash dividends declared,                         (14,071)                                           (14,071)
$0.315 per share
Treasury stock acquired                                                          (2,962)   (90,113) (90,113)
Stock options exercised                           (1,553)                           895     28,366   26,813
Employees' stock purchase                             (4)                            33        905      901
plan proceeds
Savings and Participation                             86                             14        456      542
Plan proceeds
Incentive plan awards                                124                             13        354      478
Stock awards                                           9                              2         57       66
Translation adjustments                                              (4,772)                         (4,772)
Balance at December 31,   56,988  $56,988        523,633    $-          375     (12,727)  $(354,521) $226,475
1995                                                         
Net income                                        43,622                                               43,622
Cash dividends declared,                         (15,261)                                             (15,261)
$0.35 per share
Treasury stock acquired                                                          (1,462)   (58,362)   (58,362)
Stock options exercised                           (4,218)                           384     10,880      6,662
Employees' stock purchase                            195                             72      2,076      2,271
plan proceeds
Savings and Participation                            209                             27        735        944
Plan proceeds
Incentive plan awards                                408                             39       1,120     1,528
Stock awards                                          10                              1          35        45
Unrealized gain on securities                                 9,536                           9,536
available for sale
U.S. tax benefit from                      8,800                                                        8,800
stock plan activity 
Translation adjustments                                               (8,655)                          (8,655)
Balance at December 31,  56,988  $56,988   8,800 $548,598    $9,536  $(8,280)    $(13,666) $(398,037) $217,605
1996                

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

</TABLE>
<TABLE>
Consolidated Statements of Cash Flows

Millipore Corporation
<S>                                   <C>          <C>           <C>
Year ended December 31                                                 
(In thousands)                          1996         1995         1994
Cash Flows from Operating                                              
Activities:
Net income                            $43,622       $85,354      $56,209
Adjustments to reconcile net income                              
to net cash provided by
      operating activities                                       
Purchased research and                 68,311            -             -
development expense
Gain on sale of                        (5,329)           -             -
securities
Net loss on disposal of                     -            -         3,400
discontinued operations
Depreciation and                       30,587        27,478       27,604
amortization
Deferred income tax                    (8,212)        1,372       (2,227)
provision
Change in operating assets and liabilities:
Decrease (increase)                       247       (10,548)     (14,672)
in accounts receivable
(Increase) in inventories             (11,612)       (7,218)      (1,894)
Decrease in other                       1,661           409        1,427
current assets
(Increase) in other                    (8,747)       (8,209)        (695)
assets
(Decrease) increase                               
in accounts payable and 
accrued expenses                      (11,087)        5,931        2,876
expenses
(Decrease) increase
in accrued retirement plan
contributions                             (36)          543        (269)
Increase in accrued                      1,723        6,475        6,123
income taxes
Income tax refund received                   -            -       14,035  
Other                                    1,058       (2,438)      (3,334)
Net cash provided by                   102,186       99,149       88,583
operating activities
                                                                 
Cash Flows from Investing                                        
Activities:
                                                                 
Net proceeds from sales of                   -            -      257,899
businesses
Additions to property, plant and      (30,427)      (30,010)     (21,009)
equipment, net
Additions to intangible assets         (1,760)       (2,135)      (2,718)
Investments in businesses              (4,010)            -            -
Acquisition of Amicon, net of cash   (122,576)            -            -
acquired
Net cash used by discontinued          (7,939)       (6,967)           -
businesses
Proceeds from sale of securities        5,745             -            -
Net cash provided by (used in)       (160,967)      (39,112)     234,172
investing activities                                

Cash Flows from Financing                                        
Activities:

Treasury stock acquired               (58,362)      (90,113)    (334,702)
Issuance of treasury stock under       11,450        16,937       33,876
stock plans
Cash paid to extinguish long-term           -            -        (5,088)
debt
Common stock issued                         -            -         7,350
Cash paid to close out foreign              -        (3,546)     (10,287)
currency swap
Net change in short-term debt          20,045        25,795       (9,539)
Borrowings (payments) of long-term    124,397             -       (1,820)
debt
Dividends paid                       (14,899)       (14,117)     (15,802)
Net cash used for financing           82,631        (65,044)    (336,012)
activities
Effect of foreign exchange rates on
cash and short-term investments         (738)        (1,471)       2,851
Net increase (decrease) in cash and   23,112         (6,478)     (10,406)
short-term investments
Cash and short-term investments on    23,758         30,236       40,642
January 1
Cash and short-term investments on   $46,870        $23,758      $30,236
December 31

</TABLE>
Notes to Consolidated Financial Statements (In thousands except share
and per share data)

Note A  - Summary of Significant Accounting Policies

     Principles of Consolidation

The  consolidated  financial statements include  the  accounts  of  the
Company   and  its  subsidiaries,  all  of  which  are  wholly   owned.
Intercompany balances and transactions have been eliminated.

     Translation of Foreign Currencies

For all of the Company's foreign subsidiaries except Brazil, assets and
liabilities are translated at exchange rates prevailing on the  balance
sheet  date,  revenues and expenses are translated at average  exchange
rates  prevailing  during  the period, and  elements  of  shareholders'
equity  are  translated at historical rates.  Any resulting translation
gains and losses are reported separately in shareholders' equity.   The
aggregate  transaction gains and losses included  in  the  consolidated
statements of income are not material.  For the Company's subsidiary in
Brazil,  where  inflation  is very high, the translation  is  the  same
except  that inventories, cost of sales, property, plant and equipment,
and   depreciation  are  translated  at  historical  rates.   Resulting
translation  gains  and  losses for this  subsidiary  are  included  in
income.

     Short-term Investments

Short-term  investments  consisting primarily  of  time  deposits,  are
classified  as available for sale and are carried at cost plus  accrued
interest,  which approximates market value.  All short-term investments
have  original  maturities of three months or less and  are  considered
cash  equivalents for purposes of the consolidated statements  of  cash
flows.

     Inventories

The  Company values the majority of its inventories manufactured in the
United States at the lower of cost or market, principally on a last-in,
first-out (LIFO) basis. Inventories manufactured outside of the  United
States are valued on a first-in, first-out (FIFO) basis.

     Property, Plant and Equipment

Property,  plant  and equipment is recorded at cost.  Expenditures  for
maintenance  and  repairs are charged to expense  while  the  costs  of
significant  improvements  are  capitalized.  Depreciation  on   assets
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. Upon retirement or sale, the cost of assets disposed  and  the
related  accumulated depreciation are eliminated and related  gains  or
losses reflected in income.

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


     Intangible Assets

Intangible assets consist primarily of acquired patented and unpatented
technology,  trade  names,  and licenses  and  are  recorded  at  cost.
Intangible  assets are amortized on a straight line basis over  periods
ranging from 5 to 30 years.  The carrying value of intangible assets is
periodically reviewed by the Company and, if necessary, impairments  of
values  are  recognized.   If there is a permanent  impairment  in  the
carrying value of tradenames or other intangible assets, the amount  of
such  impairment  is  computed by comparing the anticipated  discounted
future  operating income of the acquired business or trademark  to  the
carrying value of the assets.  In performing this analysis, the Company
considers  current  results  and trends,  future  prospects  and  other
economic factors.
     Marketable Securities

The  Company's  investments  in equity securities  are  categorized  as
available-for-sale  as  defined by Statement  of  Financial  Accounting
Standards  No.  115, "Accounting for Certain Investments  in  Debt  and
Equity Securities".  Equity securities are included in Other Assets  in
the  accompanying consolidated balance sheets and are recorded at  fair
value.   Unrealized  holding gains and losses  are  reflected,  net  of
income tax, as a separate component of shareholders' equity.

     Income Taxes

Deferred  tax  assets and liabilities reflect the net  tax  effects  of
temporary  differences  between  the carrying  amounts  of  assets  and
liabilities for financial statement purposes and the amounts  used  for
income  tax purposes.  With respect to the unremitted earnings  of  the
Company's  foreign  and Puerto Rican subsidiaries, deferred  taxes  are
provided only on amounts expected to be repatriated.

     Stock Options

In  1995, the Financial Accounting Standards Board issued Statement  of
Financial  Accounting Standards (SFAS) No. 123, "Accounting for  Stock-
Based  Compensation," which became effective for the Company  in  1996.
SFAS  123 defines a fair-value method of accounting for employee  stock
option  or  similar equity instruments.  However, SFAS 123 also  allows
companies  to continue to use the intrinsic value method of  accounting
prescribed  by  APB  Opinion  25  "Accounting  for  Stock   Issued   to
Employees."  The Company has elected to continue to account  for  stock
options  in accordance with APB 25 and has adopted the disclosure  only
aspects of SFAS 123.

     Treasury Stock

Treasury  stock  is recorded at its cost on the date  acquired  and  is
relieved  at its weighted average cost upon reissuance. The  excess  of
cost  over  the  proceeds  of reissued treasury  stock  is  charged  to
retained earnings.

     Net Income Per Common Share

Net  income  per common share is calculated by dividing the net  income
for  the  period  by  the  weighted average  number  of  common  shares
outstanding  for  the period.  The impact of common stock  equivalents,
principally outstanding stock options, is immaterial.

     Revenue Recognition

Sales  of  products and services are recorded at the  time  of  product
shipment or performance of services.

     Use of Estimates in the Preparation of Financial Statements

The  preparation of financial statements in conformity  with  generally
accepted  accounting principles requires management to  make  estimates
and  assumptions  that  affect  the  reported  amounts  of  assets  and
liabilities and disclosure of contingent assets and liabilities at  the
date  of  the financial statements and the reported amounts of revenues
and  expenses during the reporting period.  Actual results could differ
from those estimates.

     Reclassifications

Certain  reclassifications  have been made to  prior  years'  financial
statements to conform with the 1996 presentation.
Note B - Stock Split and Increase In Authorized Common Shares

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
28,494,000  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, all weighted average share and per  share
amounts, as well as stock plan data, have been restated to reflect  the
stock   split.   For  purposes  of  presentation  in  the  Consolidated
Statements of Shareholders' Equity, the stock split has been  accounted
for as if it occurred on January 1, 1995.

At  the Company's Annual Meeting on April 18, 1996, shareholders  voted
to   adopt   an  amendment  to  the  Company's  restated  Articles   of
Incorporation, increasing the number of authorized common  shares  from
80,000,000 to 120,000,000.

Note C - Acquisition of Amicon Separation Science Business

On December 31, 1996, the Company acquired the net assets of the Amicon
Separation   Science  Business  of  W.R.  Grace  &  Co.  (Amicon)   for
approximately  $129,265 in cash, including transaction  costs.   Amicon
manufactures protein purification tools for the research laboratory and
for biotechnology manufacturing.  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  $27,000  for  additional  costs  associated   with   the
acquisition.    These  costs  include  severance  payable   to   Amicon
employees,  abandonment  of duplicate Amicon  manufacturing  and  sales
facilities,  and termination of certain Amicon contractual obligations.
The  Company  expects that the integration of Amicon's operations  into
those  of  the Company will be substantially complete within one  year.
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 included  at  estimated
fair  value current assets of $30,328, property plant and equipment  of
$15,474,  other  assets of $596 and the assumption  of  liabilities  of
$9,197.   Identifiable  intangible assets were valued  at  $50,753  and
included  tradenames  and patented and unpatented complete  technology.
These  intangible assets will be amortized over their estimated  useful
lives  ranging  from  five to thirty years.  The value  of  in  process
research  and development for which technical feasibility has not  been
achieved was $68,311 and was charged to earnings in the fourth  quarter
of  1996. The purchase was financed through the Company's new revolving
credit facility as discussed in Note J.

On  the basis of a pro forma consolidation of the results of operations
as  if the acquisition had taken place at the beginning of fiscal  1995
rather  than  at December 31, 1996, consolidated net sales  would  have
been  $651,000  in 1995 and $675,000 in 1996.  Consolidated  pro  forma
income before income taxes, net income and earnings per share would not
have  been materially different from the amounts reported for 1995  and
1996.   Pro  forma amounts are not necessarily indicative of  what  the
actual  consolidated  results of operations  might  have  been  if  the
acquisition had been effective at the beginning of fiscal 1995.

Note D - Subsequent Event

On  January  22 1997, the Company successfully completed a cash  tender
offer  for all of the outstanding common shares of Tylan General,  Inc.
("Tylan").  Tylan became a wholly-owned subsidiary on January 27, 1997.
Tylan,  which had annual sales of approximately $148,000 for its latest
fiscal  year  ended  October  31, 1996, supplies  precision  mass  flow
controllers, pressure and vacuum measurement and control equipment, and
ultraclean   gas   panels  to  the  microelectronics   industry.    The
acquisition  was  financed through the Company's new  revolving  credit
agreement discussed in Note J and will be accounted for as a purchase.

Note E - Discontinued Operations

On August 18, 1994, the Company sold its Waters Chromatography Division
to Waters Holdings, Inc. for $330,000 in cash and $10,000 in stock.  On
August  23,  1994, the Company sold certain assets of its  non-membrane
bioscience business to PerSeptive Biosystems, Inc. for $10,000 in  cash
and  four  thousand shares of preferred stock redeemable in four  equal
annual installments of $10,000.  The stock proceeds received from  each
sale  were  recorded  at their estimated fair  value  at  the  date  of
receipt.   Both sales were recorded in 1994 and resulted in a  combined
pre-tax loss of $5,667 ($3,400 or $0.06 per share net of income taxes).

As  of  December  31,  1996,  the Company  holds  2,120,249  shares  of
PerSeptive  Biosystems'  common  stock  as  a  result  of  PerSeptive's
preferred  stock redemption requirement.  These shares  are  considered
available for sale securities and have been recorded at fair  value  in
Other Assets, net of income tax, in accordance with SFAS No. 115.

Remaining  accruals associated with the divestitures consist  primarily
of  costs to be incurred in providing future general and administrative
support services for the divested businesses as specified in the  sales
agreements, costs associated with abandoning facilities operated  under
long-term leases, and employee costs.  During 1996, the Company charged
$1,100  of  employee  costs, $2,000 of contract  support  services  and
$4,839 of facilities and other costs against divestiture accruals.  The
Company periodically assesses the adequacy of the divestiture accruals,
and the remaining accrual balances at December 31, 1996 are expected to
be  sufficient to satisfy the Company's future obligations with respect
to discontinued operations.

In  accordance  with  each  respective  sales  agreement,  the  Company
retained  certain customer accounts receivable balances generated  from
sales  of Instrumentation Division products prior to and subsequent  to
the  completion of the divestitures.  These amounts were classified  in
Receivables  arising  from  sales  of businesses  in  the  accompanying
consolidated balance sheets.

Note F - Concentration of Credit Risk

Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of temporary cash and
short-term investments, accounts receivable and hedging instruments.

The Company places its temporary cash and short-term investments with
high credit qualified financial institutions, and, by policy, limits
the amount of credit exposure to any one financial institution.

Concentrations of credit risk with respect to accounts receivable is
limited due to the large number of customers comprising the Company's
customer base, and their dispersion across different markets and
geographies.  The Company performs ongoing credit evaluations of its
customers and generally does not require collateral.

The Company is exposed to credit-related losses in the event of
nonperformance by counterparties to hedging instruments.  The
counterparties to these contracts are major financial institutions.
The Company continually monitors its positions and the credit ratings
of its counterparties and limits the amount of contracts it enters into
with any one party.


Note G - Inventories

Inventories at December 31 consisted of the following:

                                      1996         1995
Raw materials                    $  27,502     $ 21,357
Work in process                     16,310        9,621
Finished goods                      62,598       49,408
                                 $ 106,410     $ 80,386

The  value  of  inventories determined using the LIFO cost  method  was
$41,458 or 39 percent of the total at December 31, 1996 and $43,101  or
54 percent of the total at December 31, 1995.  If these inventories had
been valued using the FIFO cost method, they would have been $44,395 at
December 31, 1996 and $45,608 at December 31, 1995.

Note H - Property, Plant and Equipment

Property, plant and equipment at December 31 consisted of the
following:

                                      1996         1995
Land                               $ 9,002     $  7,419
Leasehold improvements               9,587        9,214
Buildings and improvements         123,256      117,932
Production and other equipment     240,612      217,443
Construction in progress            15,957       21,932
                                   398,414      373,940
Less: accumulated depreciation and 195,397      182,690
 amortization
                                  $203,017    $ 191,250

Note I - Notes Payable

Short-term borrowings and related lines of credit at December 31 are
summarized as follows:

                                      1996         1995
Notes payable                   $  101,546    $  80,768
                                  
Unused lines of credit          $  295,927    $ 266,350
                                  
Average amount outstanding at   $  115,461    $  91,338
month-end during the year        
Maximum amount outstanding at   $  132,338    $ 116,721
month-end during the year
Weighted average interest rate        5.6%         6.2%
during the year
Weighted average interest rate at     5.7%         6.1%
year-end

Notes payable generally consist of renewable, uncollateralized
borrowings under lines of credit that are denominated in various
currencies and bear interest at prevailing rates. The majority of
borrowings outstanding, as well as available under lines of credit
which existed at December 31, 1996 were incorporated into the revolving
credit facility agreement discussed in Note J in the first quarter of
1997.

Note J - Long-term Debt

Long-term debt at December 31 consisted of the following:
                                       1996        1995
Amounts outstanding under         $ 124,397       $   -
revolving credit agreement                
                                                
6.78 % notes payable due in 2004    100,000     100,000
Unrealized (gain)/loss on                       
revaluation of yen-denominated      (3,727)       5,272
debt                                           
Other notes payable to banks          3,689           -
Long-term debt                    $ 224,359   $ 105,272

The Company financed the acquisition of Amicon by drawing down funds  on
a 90 day $250,000 bridge loan which was made available to the Company as
temporary financing pending finalization of a long-term revolving credit
facility.   On  January 22, 1997, the Company entered into an  unsecured
revolving credit agreement ("the agreement") with a group of banks.  The
agreement allows for borrowings of up to $450,000 and expires on January
22,  2002.  Interest is payable on outstanding borrowings at a  floating
rate  defined  in the agreement as LIBOR plus a margin (5.7  percent  at
January 22, 1997).  The agreement also calls for a commitment fee  at  a
rate ranging  from .10 percent to .65 percent of the available facility. 
The exact amount of the margin and the commitment fee is dependent on the
Company's debt rating.  The agreement calls for the Company to  maintain
certain  financial  covenants in the areas of operating  cash  flow  and
interest  coverage.   The amount outstanding at  December  31,  1996  of
$124,397 reflects the adjusted purchase price paid to acquire Amicon.

The  $100,000 6.78 percent notes payable are due in 2004.   Interest  on
these  notes is payable semi-annually in March and September. The  notes
payable agreement calls for the Company to maintain a debt to total debt
and  equity  ratio  which  does not exceed a  specified  threshold.   At
December  31,  1996, the Company is in compliance with this requirement.
However,  amounts borrowed by the Company in the first quarter  of  1997
under  the  $450,000  credit facility to fund the acquisition  of  Tylan
would  have  caused the Company to violate this covenant.  However,  the
holder of these notes has waived the requirement that the Company comply
with  this  covenant through March 21, 1997.  The Company  is  currently
negotiating  to  change  the financial covenant included  in  this  note
agreement.  If a revised agreement is not reached by March 21, 1997, the
Company may redeem the notes using either proceeds from a planned public
debt  offering  for  up to $300,000 or borrowings potentially  available
upon request by the Company under the agreement discussed above.

As  of  January  1, 1994, the Company had partially hedged  its  foreign
currency  net asset exposure by entering into a currency swap which  was
to  mature  in 1995.  Under the terms of the original swap, the  Company
exchanged  $100,000  of  dollar  debt service  obligations  for  foreign
obligations  of  9,936,000 yen and 33,193 DM.   In  January,  1994,  the
Company closed out the yen denominated swap and simultaneously exchanged
$80,000  of  dollar  debt  service obligations  for  a  yen  denominated
obligation  of  8,760,000 yen, which bears interest at a  rate  of  4.49
percent.   This swap matures in 2004.  In March, 1995, the Company  paid
$3,546  to  close  out the DM swap.  This cash payment  represented  the
cumulative  effect  of the foreign currency rate fluctuations  over  the
life  of  the  swap.   The  Company's foreign currency  obligations  had
effective  weighted average interest rates of 4.86 and 5.39  percent  in
1996  and  1995,  respectively. The effect of foreign currency  exchange
rate fluctuations resulting from the yen swap agreement open at December
31, 1996 is included in translation adjustments.

Other  notes  payable to banks represents borrowings outstanding  at  an
Amicon  subsidiary acquired by the Company on December  31,  1996.   The
Company  expects to repay this balance in full in 1997 by drawing  funds
from the revolving credit facility discussed above.

The  Company  capitalized interest costs associated with the acquisition
of  certain  assets  of $785 in 1996, $929 in 1995, and  $890  in  1994.
Interest  paid on short-term and long-term debt during 1996,  1995,  and
1994 amounted to $12,171, $11,481, and $8,946 respectively.


Note K - Foreign Exchange

A  significant  volume  of  the  Companies  business  is  transacted  in
currencies  other  than the U.S. dollar.  This exposes  the  Company  to
risks  associated  with  currency rate  fluctuations  which  impact  the
Company's  sales and net income.  To partially mitigate this  risk,  the
Company  has  entered  into foreign currency transactions,  forward  and
option  contracts  to  sell yen, on a continuing basis  in  amounts  and
timing   consistent  with  underlying  currency  exposure  on  inventory
purchases  so  that  the gains and losses or these  transactions  offset
gains  and losses on the underlying exposure.  A realized gain of $2,687
in  1996,  and  realized  losses of $2,287 in 1995,  and  $960  in  1994
relating  to  these contracts are included in cost of  sales,  partially
offsetting the impact of foreign currency fluctuations.

At December 31, 1996, the Company has open forward exchange contracts to
sell  yen aggregating $13,422 and open forward option contracts to  sell
yen  aggregating $27,025.  These open contracts have an unrealized  gain
of  $1,700  at December 31, 1996.  All open contracts mature  within  15
months.


Note L - Income Taxes

Income taxes on both continuing and discontinued operations have been
provided in accordance with the provisions of SFAS #109.  The Company's
provisions for income taxes are summarized as follows:

                                         1996      1995      1994
           Domestic and foreign                            
   income before income taxes:
                   Domestic            $  195     $51,933   $ 23,042
                   Foreign             56,828      58,202     48,206
                                       57,023     110,135     71,248
   Loss on                                  -           -      5,667
   disposal of discontinued
   operation
   Income from                        $57,023    $110,135    $76,915
   continuing operations before
   income taxes
                                                           
   Domestic and foreign                            
   provisions for income taxes:
                   Domestic           $(2,362)   $  9,039    $(1,894)
                   Foreign             15,427      14,642     16,433
                   State                  336       1,100        500
                                       13,401      24,781     15,039
   Less:  portion applied to                -           -      2,267
   discontinued operations
                                       $13,401    $24,781    $17,306
                                                           
           Current and deferred                            
   provisions  for income taxes:
                   Current             $21,613   $ 23,409    $ 28,800
                   Deferred             (8,212)     1,372     (13,761)
                                       $13,401   $ 24,781    $ 15,039

A  summary  of  the  differences  between  the  Company's  consolidated
effective  tax rate and the United States statutory federal income  tax
rate is as follows:

                                            1996      1995      1994
   U.S. statutory income tax rate          35.0%     35.0%     35.0%
   Puerto Rico tax rate benefits           (6.4)     (4.8)     (6.0)
   Ireland tax rate benefits              (11.0)     (5.2)     (4.0)
   State income tax, net of federal           .4        .7        .5
   income tax benefit
   Foreign Sales Corporation income not    (4.0)     (2.0)     (3.0)
   taxed
   Tax credits                                 -     (1.2)         -
   Change in valuation allowance             9.5         -         -
   Effective tax rate applicable to        23.5%     22.5%     22.5%
   operations

Tax  exemptions  relating  to Puerto Rico and  Ireland  operations  are
effective  through 2004 and 2010, respectively. Income taxes paid  (net
of  refunds)  during  1996, 1995, and 1994 were  $24,228,  $9,999,  and
$25,296, respectively.

The  Company  has  not  recorded deferred income  taxes  applicable  to
undistributed  earnings of foreign subsidiaries that  are  indefinitely
reinvested   in  foreign  operations.   These  earnings   amounted   to
approximately  $73,700  at  December 31, 1996.   If  earnings  of  such
foreign  subsidiaries were not indefinitely reinvested, a deferred  tax
liability of approximately $18,425 would have been required.

At  December 31, 1996, the Company has foreign tax credit carryforwards
of  approximately $20,500 that expire in the years 1997  through  2001.
General business credit carryforwards of approximately $7,300 expire in
the  years 2001 through 2010.  In addition, the Company has alternative
minimum tax credit carryforwards of approximately $10,800 which can  be
carried forward indefinitely.



Significant components of the Company's net deferred tax assets are  as
follows:

                                         1996      1995
   Intercompany and inventory  related  $12,734   $13,943
   transactions                                  
   Postretirement benefits other  than    3,500    3,421
   pensions                                     
   Tax  credits (including foreign tax           
   credits on unremitted earnings)       55,586   43,370
                                                 
   Divestiture related costs              5,109    7,435
   Amortization of intangible assets     23,776        -
                                                 
   Depreciation                         (3,381)   (2,704)
                                                 
   Other, net                           (6,103)    4,349
                                                
                                        91,221    69,814
   Valuation allowance                 (22,135)  (16,635) 
                                      
   Net deferred tax asset               $69,086  $53,179
                                                

The  valuation  allowance  is provided primarily  against  foreign  tax
credit  carryforwards  and foreign tax credits on  unremitted  earnings
which  can  be  utilized against future taxable income  in  the  United
States.   The increase in the valuation allowance in 1996 results  from
the  growth  in  foreign  tax  credits.  Although  realization  is  not
assured,  the  Company believes it is more likely  than  not  that  the
remainder  of  the deferred tax asset, net of the valuation  allowance,
will  be  realized.   The amount of the deferred tax  asset  considered
realizable, however, could be reduced in the near term if estimates  of
future taxable income are reduced.

During  1995  the  Internal  Revenue  Service  ("IRS")  completed   its
examination  of the Company's federal income tax returns pertaining  to
its  U.S. and Puerto Rican operations for the years 1991-1992  with  no
major adjustments.

Note M - Legal Proceedings

The  settlement  to  date  of  all  environmental  claims  against  all
participants  at  hazardous  waste ("Superfund")  sites  in  which  the
Company  was named a potentially responsible party by the Environmental
Protection Agency has been significant.  Prior to 1995, the Company had
paid $14,000 to settle claims at sites in which the Company was named a
potentially responsible party.  Due to the fact that Superfund sites at
which the Company was named a potentially responsible party are in  the
late stages of remedy and a significant portion of the remedy cost  has
already  been  funded, the Company believes that  its  probable  future
financial  obligation at December 31, 1996 will not  materially  affect
its  future  operating  results and liquidity.   Amounts  paid  by  the
Company in 1996 and 1995 with respect to the Superfund obligations were
insignificant.

In  1994, the Company settled a lawsuit filed by Eastern Enterprises in
connection  with  Eastern's  purchase of the  Company's  Process  Water
Division  in  1989.   Total settlement costs of  $10,800,  including  a
$9,000  payment  to  Eastern Enterprises and $1,800  of  related  costs
incurred  by  the  Company,  are  included  in  Other  expense  in  the
accompanying consolidated statements of income.

The  Company  and Waters Holdings, Inc. are engaged in a  dispute  with
respect  to  the amount of assets to be transferred from the  Company's
Retirement  Plan  in  connection with the  divestitures.   The  Company
believes that it has meritorious arguments and should prevail.  In  the
opinion  of  the Company, although final settlement of this matter  may
impact the Company's financial statements in a particular period, it is
not  expected  to  have  a  material adverse effect  on  the  Company's
financial condition.

Note N - Leases

Lease  agreements cover sales offices, warehouse space,  computers  and
automobiles. These leases have expiration dates through 2006.   Certain
land  and  building leases contain renewal options for periods  ranging
from  five  to  ten  years and purchase options at fair  market  value.
Rental  expense was $12,547 in 1996, $11,397 in 1995, $12,114 in  1994.
At  December  31, 1996 future minimum rents payable under noncancelable
leases with initial terms exceeding one year were as follows:

     1997                               $    12,105
     1998                                     8,669
     1999                                     7,528
     2000                                     5,980
     2001                                     3,712
     2002 - 2006                             10,071


Note O - Stock Plans

Stock Option Plans

The  Company has two fixed option plans which reserve shares of  common
stock  for  issuance to key employees and directors respectively.   The
Company  also  has  a  stock purchase plan which  allows  employees  to
purchase shares of the Company's common stock as discussed below.   The
Company  has  adopted the disclosure-only provisions  of  Statement  of
Financial  Accounts Standards No. 123 "Accounting  for  Stock  -  Based
Compensation."   Accordingly, no compensation cost has been  recognized
for  grants  made  in 1995 and 1996 under the stock  option  and  stock
purchase  plans.  Had compensation cost been determined  based  on  the
fair  value  at  the grant date for awards in 1995 and 1996  consistent
with  the provisions of SFAS 123, the Company's net income and earnings
per  share  would have been unchanged in 1995 and reduced by $1,015  or
$.02  per share in 1996.  The proforma expense amounts in 1995 and 1996
assume  that the fair value assigned to the 1995 and 1996 option grants
was  amortized  over the vesting period of the options, which  is  four
years, while the fair value assigned to grants under the stock purchase
plan is recognized in full at the date of grant.

The  fair  value of each option grant is estimated on the date  of  the
grant  using  the  Black  - Scholes model with the  following  weighted
average  assumptions in 1995 and 1996:  expected life  of  five  years;
expected volatility of 25% and an expected annual dividend increase  of
$.04 per year.  The risk free interest rate was 6.1 percent in 1996 and
5.5  percent  in  1995.  This rate approximated that  of  5  year  U.S.
government interest bearing securities.

Under  the  Company's  Combined Stock Option  Plan,  stock  options  to
purchase  Millipore common stock may be granted to  employees.   During
1996,  the Company adopted the "1995 Combined Stock Option Plan", which
replaced the "1985 Combined Stock Option Plan".   The terms of the 1995
Plan  are  substantially  similar  to  those  of  the  1985  Plan.   In
conjunction with the adoption of the 1995 Plan, an additional 1,031,000
shares were authorized for issuance.  The plan provides that the option
price per share may not be less than the fair market value of the stock
at  the  time  the option is granted and that options must  expire  not
later  than  10 years from the date of grant.  Plan data are summarized
as follows:
                                                              
                                     1996         1995        1994
 Option shares:                                                          
       Outstanding  at beginning  of 2,940,000    3,518,000   5,440,000
 period
      Issued during period            461,000       373,000     534,000
      Exercised during period        (369,000)     (885,000) (2,334,000)
      Canceled during period         (62,000)       (66,000)   (122,000)
      Outstanding at end of period   2,970,000    2,940,000   3,518,000
 Exercisable at end of period        1,850,000    1,747,000   2,088,000
 Shares  available for  granting  of 1,671,000    1,039,000   1,344,000
 options at end of period
 Price  range of outstanding options  $14.50 -     $13.56 -     $9.72 -
 at end of period                      $42.00       $37.63      $23.69
 Average    price   of   outstanding   $24.33       $20.82      $17.96
 options at end of period
 Average  price of exercised options   $17.41       $16.70      $16.30
 during the period


In  1995,  as  part  of  the Company's broad-based  open  market  stock
repurchase  program, the Company repurchased at market prices,  759,000
shares  of common stock which had been issued to current employees  and
former  employees of the divested businesses under the Company's  stock
option  plan.   The difference between the market price of  the  shares
repurchased  and  the  stock option exercise price  was  recognized  as
compensation expense and is included in the Company's 1995 consolidated
statement of income or charged against accrued divestiture reserves.

Non-Employee Director Stock Option Plan

In 1990, a stock option plan for non-employee directors was approved by
the  Company's  shareholders.  Under this plan, each eligible  director
receives  an option to purchase 4,000 shares of Millipore common  stock
on  the date of his or her first election, and thereafter automatically
receives  an  additional option to purchase 2,000 shares at  the  first
board   of   directors  meeting  following  the   Annual   Meeting   of
Shareholders.   The plan provides that the option price per  share  may
not  be  less then the fair market value of the stock at the  time  the
option  is  granted.  At December 31, 1996, 133,000 options  have  been
issued and 118,000 are outstanding.
Employees' Stock Purchase Plan

Under  the  Company's Employees' Stock Purchase Plan, all employees  of
the  Company  and its subsidiaries who have 90 days continuous  service
prior to the beginning of the plan year, May 1, may purchase shares  of
Millipore  common  stock by payroll deduction. The purchase  price  per
share  during the plan year is the lesser of the fair market  value  of
the common stock at the time of purchase or on May 1.

In  1996,  1995,  and 1994 shares issued under the  Plan  were  72,000,
33,000,  and  192,000, respectively. As of December 31,  1996,  295,000
shares  of  Millipore common stock were available for sale to employees
under the plan.

Incentive Plan for Senior Management

Under  this  plan, Millipore common stock is awarded to key members  of
senior  management  at  no  cost to them. The  stock  cannot  be  sold,
assigned, transferred or pledged during a restriction period  which  is
normally four years. Shares are subject to forfeiture should employment
terminate during the restriction period.

The stock issued under the plan is recorded at its fair market value on
the  award  date;  the related deferred compensation  is  amortized  to
selling,  general  and  administrative expenses  over  the  restriction
period.   At  the  end of 1996, 1995, and 1994, 119,000,  109,000,  and
154,000  shares, respectively, were outstanding under the  plan.   Plan
expense  was   $559 in 1996, $450 in 1995, and $596  in  1994.   As  of
December  31,  1996,  92,000  shares of  Millipore  common  stock  were
available for future awards under this plan.
Note P - Employee Retirement Plans

Participation and Savings Plan

The  Millipore  Corporation Employees' Participation and  Savings  Plan
(Participation  and Savings Plan), maintained for the  benefit  of  all
full-time  U.S.  employees, combines both a defined  contribution  plan
(Participation  Plan)  and  an employee savings  plan  (Savings  Plan).
Contributions  to the Participation Plan are allocated among  the  U.S.
employees  of  the  Company who have completed at least  two  years  of
continuous  service  on  the  basis of the compensation  they  received
during  the  year for which the contribution is made. The Savings  Plan
allows  employees with one year of continuous service to  make  certain
tax-deferred voluntary contributions which the company matches  with  a
25  percent contribution (50 percent contribution for employees with 10
or  more  years of service). Total expense under the Participation  and
Savings Plan was $4,866 in 1996, $4,512 in 1995, $6,089 in 1994.   Plan
expense  in 1994 includes amounts related to employees of the  divested
businesses through the date of the divestitures.

Retirement Plan

The  Company's  Retirement Plan for Employees of Millipore  Corporation
(Retirement  Plan)  is a defined benefit plan for  all  U.S.  employees
which  provides benefits to the extent that assets of the Participation
Plan,  described  above,  do not provide guaranteed  retirement  income
levels.  Guaranteed  retirement income levels are determined  based  on
years  of  service and salary level as integrated with Social  Security
benefits.  Employees are eligible under the Retirement Plan  after  one
year  of  continuous service and are vested after 5 years  of  service.
For  accounting  purposes, the Company uses the projected  unit  credit
method  of  actuarial  valuation.  The  actuarial  method  for  funding
purposes  is  the  entry  age normal method.  The  Company  contributes
annually  to  the Retirement Plan, subject to Internal Revenue  Service
and  ERISA  funding  limitations.  No contributions were  required  for
1996, 1995 and 1994.

The  following  table  summarizes the funded status  of  the  plan  and
amounts  reflected  in  the Company's consolidated  balance  sheets  at
December 31.  The projected benefit obligation was calculated  using  a
discount  rate of 7.5 percent in 1996 and 7.0 percent in  1995,  and  a
salary  progression  rate of 5.0 percent in both  years.   The  pension
income was determined based on an expected long-term rate of return  on
assets  of  8.0  percent  in  both years.   Plan  assets  are  invested
primarily in mutual funds and money market funds.

Plan  data  as  of  December  31, 1996 and  1995  includes  assets  and
obligations  pertaining  to employees of the  Company's  former  Waters
Division, as the assets subject to these former employees have not  yet
been transferred to Waters Holdings, Inc.

                                        1996    1995     
Actuarial present value of benefit                          
obligations:
     Accumulated benefit obligation,                  
including vested benefits of $5,990 on         
December 31, 1996 and $6,460 on        $ 6,195   $ 6,693
December 31, 1995                      
     Projected benefit obligation for  $(7,022) $(7,595)
service rendered to date               
     Plan assets at fair value           7,657     7,391
     Plan assets in excess of (less        635     (204)
than) projected benefit obligation
     Unrecognized net actuarial loss     3,268     4,283
     Unrecognized prior service cost       111       121
     Unrecognized net asset being        (495)      (579)
amortized over 16.7 years
     Prepaid pension cost included in   $3,51    $ 3,621
financial statements                   
                                                      
                                        1996    1995   1994
                                                            
Net pension (expense)/income includes                       
the following components
     Service cost                       $  29   $ 179  $ 376
     Interest cost                       (499)   (471)  (361)
     Return on plan assets                788     942     36
     Amortization and deferral          (420)    (630)   246
     Net pension (expense)/income       $(102)   $ 20  $ 297
                                      
                                   
Postretirement Benefits Other Than Pensions

The  Company  sponsors several unfunded defined benefit  postretirement
plans covering all U.S. employees.  The plans provide medical and  life
insurance  benefits and are, depending on the plan, either contributory
or non-contributory.

The Company recognized $4,007 as a termination settlement in 1994 as  a
result of its divestitures.  The settlement was included as part of the
net loss on disposal of discontinued operations.

Net periodic postretirement benefit cost included the following
components:
                                                           
                                    1996     1995    1994
Service  cost-benefits  attributed  $298    $ 357   $ 610
to service during the year
Interest cost on accumulated                        
postretirement benefit obligation    453      548     662
Net amortization and deferral       (205)     (93)    (62)
Net     periodic    postretirement  $546    $ 812  $1,210
benefit cost
                                                    
                                                    
Summary information on the Company's plans as of December 31 is as
follows:
                                                   
                                    1996     1995
Accumulated postretirement benefit                 
obligation:
Retirees and dependents            $(4,029)  $(3,272)
                                   
Fully eligible active plan            (176)     (550)
participants
Other active plan participants      (2,604)   (5,056)
                                   
Accrued   postretirement   benefit  (6,809)   (8,878)
obligation                        
Unrecognized gain from past          
experience  different
from  that assumed and  from        (3,126)     (897)
changes in assumptions            
Accrued postretirement benefit     $(9,935   $(9,775)
cost                              

The  discount  rate used in determining the accumulated  postretirement
benefit  obligation  was  7.5 percent as of December  31,1996  and  7.0
percent  as  of December 31, 1995.  The assumed health care cost  trend
rate   used   in  measuring  the  accumulated  postretirement   benefit
obligation was 8.0 percent in 1996, declining gradually to 5.0  percent
over 4 years, remaining level thereafter.  The assumed health care cost
trend  rate  used  in measuring the accumulated postretirement  benefit
obligation was 7.8 percent in 1995, declining gradually to 5.5% over  8
years, remaining level thereafter.

If  the  health  care cost trend rate assumptions were increased  by  1
percent,  the  accumulated  postretirement  benefit  obligation  as  of
December 31, 1996 would be increased by $862 while the aggregate of the
service  and  interest  cost components of net periodic  postretirement
benefit cost for 1996 would be increased by $121.
Note Q - Business Segment Information

     Industry Segments

The  Company operates in one industry segment.  Using  primarily
membrane   technology,  the Company develops,  manufactures  and
markets products used for analysis and purification.

     Geographical Segments

The  Company operates in the geographical segments indicated  in
the  table below.  Sales are reflected in the segment from which
the  sales  are  made. The Americas segment includes  North  and
South America.  The European region includes Western and Central
Europe,  Russia,  the Middle East and Africa.  The  Asia/Pacific
region   includes  Japan,  Korea,  Taiwan,  Hong  Kong,   China,
Southeast  Asia  and  Australia.  Transfers  between  geographic
areas  are  generally  made at a discount from  local  in-market
price.   Operating profits for each geographical segment exclude
general corporate expenses. Identifiable assets consist of those
assets  utilized within each respective geographic  segment  and
exclude  cash and short-term investments and receivables arising
from  sale  of  businesses, which are  classified  as  corporate
assets.

                          Americas   Europe  Asia/Pacific Eliminations  Total
                                                 
1996                                                                        
Sales:                                                                      
     Unaffiliated         $215,875  $192,838   $208,229       -     $616,942
     customers     
     Unaffiliated export:                                           
          Pacific customers     839                                      839
          European customers    954                                      954

Total unaffiliated          217,668  192,838    208,229       -      618,735

Transfer between areas      112,474   68,535     10,880  (191,889)         -
          Total sales      $330,142  261,373   $219,109 $(191,889)  $618,735
Operating profits           $75,843  $45,341    $13,994         -   $135,178
General corporate expenses                                            (6,455)
Purchased research &                                                 (68,311)
development expenses
Gain on sale of equity                                                 5,329
securities
Interest expense, net                                                 (8,718)
Income from continuing                                              
operations before
income taxes                                                         $57,023
Identifiable assets         $496,742 $ 212,132 $ 142,882 $(215,734) $636,022
Corporate assets                                                      46,870
          Total assets                                              $682,892

1995                                                               
Sales:                                                             
     Unaffiliated customers $202,717 $ 185,402 $ 204,895            $593,014
     Unaffiliated export:                                          
          Pacific customers      553                                     553
          European customers     899                                     899
     Total unaffiliated      204,169   185,402   204,895             594,466

Transfer between areas        95,267    46,602    14,267  (156,136)       -
          Total sales      $ 299,436 $ 232,004 $ 219,162 $(156,136) $594,466
Operating profits          $  75,663 $  33,072 $  20,973            $129,708
                          
General corporate expenses                                           (10,632)
Interest expense, net                                                 (8,941)
Income from continuing                    
operations before income taxes                                     $ 110,135
Identifiable assets        $409,750  $219,681  $174,468 $(301,308) $ 502,591
Corporate assets                                                      28,354
          Total assets                                             $ 530,945


                  Americas   Europe  Asia/Pacific  Eliminations        Total
                                                  
1994                                                                        
Sales:                                                              
Unaffiliated         $180,569    $154,196  $160,781                 $ 495,546
customers            
     Unaffiliated export:                                           
     Pacific customers    806                                             806
     European customers   900                                             900

     Total            182,275     154,196   160,781                   497,252
     unaffiliated
Transfer between areas 77,877      25,767     6,246   (109,890)             -
     Total sales     $260,152    $179,963  $167,027  $(109,890)     $ 497,252
Operating profits     $54,301    $ 23,908   $24,879                 $ 103,088
General corporate expenses                                           (12,429)
Other expense                                                        (10,800)
Interest expense, net                                                 (2,944)
Income from continuing                                              
operations before
income taxes                                                         $ 76,915
Identifiable assets  $341,057     $187,132 $144,890  $(181,285)      $491,794
Corporate assets                                                       45,186
          Total assets                                               $536,980
                                                                    
                                                                    




Report of Independent Accountants

     To the Shareholders and Directors of Millipore Corporation:

We  have  audited  the accompanying consolidated  balance  sheets  of
Millipore  Corporation  as of December 31, 1996  and  1995,  and  the
related consolidated statements of income, shareholders' equity,  and
cash  flows for each of the three years in the period ended  December
31,  1996.  These financial statements are the responsibility of  the
Company's management. Our responsibility is to express an opinion  on
these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted
auditing standards. Those standards require that we plan and  perform
the  audit to obtain reasonable assurance about whether the financial
statements  are  free  of material misstatement.  An  audit  includes
examining,  on  a  test basis, evidence supporting  the  amounts  and
disclosures  in  the  financial statements. An  audit  also  includes
assessing  the  accounting principles used and significant  estimates
made  by  management,  as well as evaluating  the  overall  financial
statement  presentation.  We  believe  that  our  audits  provide   a
reasonable basis for our opinion.

In  our  opinion, the financial statements referred to above  present
fairly, in all material respects, the consolidated financial position
of  Millipore  Corporation at December 31, 1996  and  1995,  and  the
consolidated results of its operations and its cash flows for each of
the  three  years in the period ended December 31, 1996 in conformity
with generally accepted accounting principles.


Boston, Massachusetts                   Coopers & Lybrand L.L.P.
January 22, 1997


Quarterly Results (Unaudited)

The Company's unaudited quarterly results are summarized
below.

                            First    Second   Third     Fourth     
(In thousands, except per   Quarter  Quarter Quarter  Quarter   Year
share data)                   
1996                                                             
Net sales                  $156,476  $161,928 $148,913 $151,418 $618,735
                           
Cost of sales               61,946     65,412   60,774   61,311  249,443
        Gross profit        94,530     96,516   88,139   90,107  369,292
Selling, general and        50,140     52,059   50,226   49,715  202,140
administrative expenses
Research and development     9,409      9,741    9,610    9,669   38,429
expenses
Purchased research &            -           -        -   68,311   68,311
development expense
Operating income (loss)     34,981     34,716   28,303  (37,588)  60,412

Gain on sale of equity          -           -    2,858    2,471    5,329
securities
Interest income               713         661      660      746    2,780
Interest expense           (2,710)     (2,945)  (2,995)  (2,848) (11,498)
                            
Income (loss)              32,984      32,432   28,826  (37,219)  57,023
before income taxes
Provision benefit for       7,751       7,622    6,774   (8,746)  13,401
income taxes
Net income/(loss)        $ 25,233    $ 24,810  $22,052 $(28,473) $43,622
Per share information                                      
Net income/(loss)          $ 0.57      $ 0.57    $0.51  $ (0.66)  $ 1.00
(loss)
Weighted average common    44,163      43,642   43,335   43,284   43,602
shares outstanding
                                                           
1995                                                       
Net sales                $141,427    $150,508  $147,547 $154,984 $594,466
                           
Cost of sales              58,509      60,779    61,293   63,268  243,849
Gross profit               82,918      89,729    86,254   91,716  350,617
Selling, general and       45,795      49,610    48,842   50,779  195,026
administrative expenses
Research and development    8,513       9,155     9,352    9,495   36,515
expenses
Operating income           28,610      30,964    28,060   31,442  119,076
Interest income               386         337       427      532    1,682
Interest expense           (2,318)     (2,851)   (2,616)  (2,838) (10,623)
                            
        Income before      26,678      28,450    25,871   29,136  110,135
        income taxes
Provision for income taxes  6,003       6,401     5,821    6,556   24,781
        Net income       $ 20,675    $ 22,049  $ 20,050 $ 22,580 $ 85,354
                           
Per share information                                     
        Net income       $   0.45    $   0.49  $   0.45   $ 0.51   $ 1.90
                                             
Weighted average common    45,960      44,998    44,642   44,348   44,985
shares outstanding
                               







              SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549


                           Form 10-K

                         ANNUAL REPORT

                              OF

                     MILLIPORE CORPORATION

          For the Fiscal Year Ended December 31, 1996



                       ****************


                           EXHIBITS


                       ****************








                               
                       INDEX TO EXHIBITS

Exhibit No.    Description                              Tab No.

2.1         Amicon  Worldwide  Purchase   and
            Sale,                                        **
            Agreement,  dated  November   18,
            1996,  dated December  31,  1996,
            as     Amended    by    Amendment
            Agreement,  dated  December   31,
            1996, by and amongCompany and  W.
            R. Grace & Co.-Conn.
2.2         Agreement  and  Plan  of  Merger,
            dated                                        **
            as  of December 16, 1996, by  and
            among   Company  and  its  wholly
            owned       subsidiary       MCTG
            Acquisition   Corp.   and   Tylan
            General, Inc.
3.1         Restated       Articles        of
            Organization,                                1
            as amended May 6, 1996
3.2         By Laws, as amended                          **
4.1         Indenture  dated  as  of  May  3,
            1995,                                        **
            relating   to  the  issuance   of
            $100,000,000 principal amount  of
            Company's 6.78% Senior Notes  due
            2004
10.1        Distribution Agreement, dated  as
            of July 1,                                   2
            1996,  by  and among Company  and
            Fisher  Scientific  Company  (all
            schedules and Exhibits have  been
            omitted;   Company   agrees    to
            furnish  the  Commission  with  a
            copy  of  any  such  schedule  or
            exhibit upon request)
10.2        Revolving    Credit    Agreement,
            dated as of                                  3
            January    22,    1997,     among
            Millipore  Corporation  and   The
            First  National Bank  of  Boston,
            ABM  AMRO  Bank N.V. and  certain
            other  lending institutions which
            are or become parties thereto
10.3        Shareholder   Rights   Agreement,
            dated as of                                  **
            April     15,    1988,    between
            Millipore and The First  National
            Bank of Boston
10.4        Long    Term   Restricted   Stock
            (Incentive) Plan                             **
            for Senior Management

**          Incorporated by Reference to a prior  filing  with
            the Commission
Exhibit No.    Description                              Tab No.

10.5        1985 Combined Stock Option Plan              **
10.6        Supplemental     Savings      and
            Retirement Plan                              **
            for  Key  Salaried  Employees  of
            Millipore Corporation
10.7        Executive Termination Agreement              **
10.8        Executive   "Sale  of   Business"
            Incentive                                    **
            Termination Agreements
10.9        1995   Employee  Stock   Purchase
            Plan                                         **
10.10       1995 Management Incentive Plan               **
11          Computation    of    Per    Share
            Earnings                                     4
21          Subsidiaries of Millipore                    5
23          Consent   of  Coopers  &  Lybrand
            L.L.P.                                       6
24          Power of Attorney                            7

**          Incorporated by Reference to a prior  filing  with
            the Commission

                     Millipore Corporation
                          Exhibit 11
               Computation of Earnings Per Share
             (In Thousands Except Per Share Data)
                               
                               
                               
                                    Years Ended December 31,
Calculation of shares:        1996         1995          1994
Weighted average of shares                               
outstanding during the year   43,602 (b)   44,985 (b)    54,726 (b)
                                                         
Shares outstanding from                                  
 assumed exercise of stock    2,831        3,129         4,325
option
                                                         
(Treasury Method)             (1,494)      (1,736)         (2,969)

(NQ tax benefit)                  (452)         (465)        (438)

Weighted average shares and                              
 common stock equivalents                                
 outstanding during the year  44,487 (a)   45,913 (a)    55,644 (a)
                                                         
 Additional shares assumed                               
 exercised with full                 -            -             -
dilution
                                                         
Weighted average of shares
 used in calculation of
fully
 diluted earnings per share    44,487 (a)   45,913 (a)   55,644 (a)
                                                         
Net Income                    $ 43,622     $ 85,354      $56,209
                                                         
Earnings per common share as                             
 reported in  the                                        
Consolidated
 Financial Statements         $    1.00    $    1.90     $   1.03
                                                         
Primary earnings per common   $    0.98    $    1.86     $   1.01 (a)
share                         (a)          (a)
                                                         
Net fully diluted earnings                               
per common share              $    0.98    $    1.86     $   1.01 (a)
                              (a)          (a)
                                                         

(a)  These calculations are submitted in accordance with Securities
Exchange Act of 1934 Release N. 9083 although not required by APB
No. 15 because they result in dilutions of less than 3%.
 (b)  Represents weighted average of shares outstanding used in the
earnings per share calculations.  Common stock equivalents for
1996, 1995, and 1994 were not included in the weighted average
share computation as they were less than 3% dilutive


                          Exhibit 21
             Subsidiaries Of Millipore Corporation
Pursuant  to Item 601, Paragraph 21, clause (ii) of Regulation
S-K,the  following list excludes subsidiaries who  conduct  no
business operations or which have no significant assets.
Company Name                            Jurisdiction of
Organization
Millipore Asia Ltd.                          Delaware
  Millipore Korea Ltd.                       Korea
Millipore Cidra, Inc.                        Delaware
Millipore Intertech, (V.I.), Inc.            U.S. Virgin Is.
Millipore (Canada) Ltd.                      Canada
  Amicon Canada Limited                      Canada
Millipore S.A. de C.V.                       Mexico
Millipore GesmbH                             Austria
  Millipore Kft                              Hungary
  Millipore S.R.O.                           Czech Republic
Millipore Investment Holdings Ltd.           Delaware
 Millipore International Holding Company B.V.     Netherlands
  Millipore Japan Company L.L.C.            Delaware
     Nihon Millipore Limited                 Japan
  Millipore S.A./N.V.                       Belgium
  Millipore (U.K.) Ltd.                     United Kingdom
    Amicon Limited                          United Kingdom
  Millipore S.A.                            France
    Prochrom S.A.                           France
     Prochrom Recherche et Development S.A. France
     Prochrom, Inc.                         Indiana
     Prochrom OY                            Finland
  Millipore Ireland B.V.                    Netherlands
    Millipore Dublin International Finance Company Ireland
  Millipore GmbH                            West Germany
    Amicon GmbH                             West Germany
  Millipore S.p.A.                          Italy
  Millipore A.B.                            Sweden
  Millipore AS                              Norway
  Millipore A.G.                            Switzerland
  Millipore A/S                             Denmark
  Millipore Australia Pty. Ltd.             Australia
  Millipore Iberica S.A.                    Spain
  Millipore I.E.C., Ltda.                   Brazil
  Millipore OY                              Finland
  Millipore B.V.                            The Netherlands
  Millipore China Ltd.                      Hong Kong
  
                      Exhibit 21 [Cont'd]
Millipore Pacific Limited                    Delaware
 Millipore (Suzhou) Filter Company Limited   Peoples Republic of
China
Millicorp, Inc.                              Delaware
Minerva Insurance Corp. Ltd.                 Bermuda
Tylan General, Inc.                          Delaware
  Tylan General GmbH                         Germany
  Tylan General U.K. Ltd.                    United Kingdom
  TG SARL                                    France
  Tylan General K.K.                         Japan
  TG Korea Ltd.                              Korea
  Span Instruments, Inc.                     Texas
     Ocala, Inc.                             Texas
     Span Instruments Singapore, Pte. Ltd.   Singapore
Vermeer                                      Ireland



                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                          EXHIBIT 23
                               
              Consent of Independent Accountants
              CONSENT OF INDEPENDENT ACCOUNTANTS







  We consent to the incorporation by reference in the registration
statements  of  Millipore Corporation on Form S-8  (File  Nos.  2-
91432, 2-72124, 2-85698, 2-97280, 33-37319, 33-37323, 33-59005, 33-
10801,  33-11-790), on Form S-3 (File Nos. 2-84252,  33-9706,  33-
22196, 33-47213) and on Form S-4 (File No. 33-58117) of our report
dated January 22, 1997 on our audits of the consolidated financial
statements  of Millipore Corporation as of December 31,  1996  and
1995,  and for the years ended December 31, 1996, 1995, and  1994,
which report is incorporated by reference in this Annual Report on
Form 10-K.





COOPERS & LYBRAND L.L.P.



Boston, Massachusetts
March 7, 1997
                               
                               
                          EXHIBIT 24
                               
                       Power of Attorney
                               


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Directors and Officers of Millipore Corporation (the
"Corporation"), do hereby constitute and appoint C. William Zadel
and Jeffrey Rudin and each of them individually, their true and
lawful attorneys and agents to execute on behalf of the
Corporation the Form 10-K Annual Report of the Corporation for
the fiscal year ended December 31, 1996, and all such additional
instruments related thereto which such attorneys and agents may
deem to be necessary and desirable to enable the Corporation to
comply with the requirements of the Securities Exchange Act of
1934, as amended, and any regulations, orders, or other
requirements of the United States Securities and Exchange
Commission thereunder in connection with the preparation and
filing of said Form 10-K Annual Report, including specifically,
but without limitation of the foregoing, power and authority to
sign the names of each of such Directors and Officers on his
behalf, as such Director or Officer, as indicated below to the
said Form 10-K Annual Report or documents filed or to be filed as
a part of or in connection with such Form 10-K Annual Report; and
each of the undersigned hereby ratifies and confirms all that
said attorneys and agents shall do or cause to be done by virtue
thereof.


SIGNATURE                TITLE                    DATE



/s/C. William Zadel      Chairman, President      March 7, 1997
C. William Zadel         Chief Executive Officer
                         and Director



/s/Charles D. Baker      Director                 March 7, 1997
Charles D. Baker



/s/Samuel C. Butler      Director                 March 7, 1997
Samuel C. Butler



/s/Robert E. Caldwell         Director            March 7, 1997
1997
Robert E. Caldwell



/s/Maureen A. Hendricks  Director                 March 7, 1997
Maureen A. Hendricks



/s/Mark Hoffman          Director                 March 7, 1997
Mark Hoffman



/s/Steven Muller         Director                 March 7, 1997
Steven Muller



/s/Thomas O. Pyle        Director                 March 7, 1997
Thomas O. Pyle



/s/John F. Reno          Director                 March 7, 1997
John F. Reno