The accompanying notes are an integral part of the consolidated financial
                                   statements.
                      Management's Discussion and Analysis
                                        
                                        
                                  Acquisitions

On  January  22,  1997, the Company announced the successful completion  of  its
tender  offer  for all of the outstanding common shares of Tylan  General,  Inc.
(Tylan)  for  $16.00 per share.  Tylan became a wholly owned subsidiary  of  the
Company  on January 27, 1997.  The purchase price was $133.0 million,  plus  the
assumption  of  Tylan's outstanding debt, net of cash, totaling  $23.6  million.
This acquisition was accounted for as a purchase and resulted in a write-off for
purchased  research and development of $114.1 million in the  first  quarter  of
1997.

On  December  31,  1996,  the  Company acquired the  Amicon  Separation  Science
Business  of  W.R. Grace & Co. (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 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.

Results of Operations

The  Company's results of operations in 1997 were significantly impacted by  the
acquisitions  of Amicon and Tylan.  The following discussion of the  results  of
operations  should  be  read  in  connection  with  the  Business  Outlook   and
Uncertainties section below.

Net Sales
Consolidated net sales, measured in U.S. dollars, increased 23 percent in  1997,
compared  to an increase of 4 percent in 1996 and an increase of 20  percent  in
1995.   The  higher  sales growth rate in 1997 compared to  1996  was  primarily
attributable   to  the  acquisitions  of  Amicon  and  Tylan.    Without   these
acquisitions,  sales in 1997 declined by 1 percent from sales  in  1996.   Sales
growth   in  1997  was  adversely  impacted  by  a  cyclical  downturn  in   the
microelectronics industry as well as unfavorable foreign currency exchange  rate
comparisons  and  certain  other  factors  discussed  below.   Sales  growth  by
geography  and  market,  measured  in local  currencies  and  U.S.  dollars,  is
summarized in the table below:

In Local Currencies                         In U.S. Dollars
              With    Withou                With    Withou       
              Acquis  t                     Acquis  t
              itions  Acquis                itions  Acquis
                      itions                        itions
              1997    1997    1996  1995    1997    1997    199  199
                                                            6    5
Americas      49%     7%      8%    15%     48%     6%      7%   13%
Europe        26%     8%      6%    10%     15%     (3%)    4%   20%
Asia/Pacific  13%     2%      14%   18%     3%      (8%)    2%   27%
              30%     6%      10%   15%     23%     (1%)    4%   20%
Consolidated
                                                                 
Microelectro  56%     2%      8%    43%     50%     (4%)    0%   50%
nics
BioPharmaceu  22%     6%      14%   9%      15%     (1%)    10%  14%
tical
Analytical    17%     8%      8%    3%      9%      0%      3%   8%
Laboratory
              30%     6%      10%   15%     23%     (1%)    4%   20%
Consolidated

Excluding  the  impact  of the acquisition of Tylan, sales  to  microelectronics
customers measured in local currencies increased 2 percent in 1997 compared to 8
percent  in  1996  and  43  percent  in  1995.   A  cyclical  downturn  in   the
microelectronics  market, which began to negatively impact the  Company's  sales
growth  during  the  middle of 1996, continued throughout  1997.   The  downturn
particularly impacted growth in the Asia/Pacific region.  Total sales  into  the
microelectronics market, with the addition of Tylan, increased to 35 percent  of
total  consolidated sales in 1997 as compared to 28 percent of  total  sales  in
1996 and 29 percent in 1995.

<PAGE>

Excluding   the   impact   of  the  acquisition  of   Amicon,   sales   to   the
biopharmaceutical market grew 6 percent in 1997 in local currencies compared  to
growth  of  14  percent in 1996 and 9 percent in 1995.  Sales of  large  protein
processing systems in 1997 to biotechnology customers were level with  those  in
1996.   In addition, sales to a beer-manufacturing customer in Japan were  lower
in  1997  as  compared  to 1996.  These two factors, which were  significant  in
boosting the 1996 overall biopharmaceutical growth rate, combined to depress the
overall sales growth rate in the biopharmaceutical market in 1997.  Total  sales
into the biopharmaceutical market, including Amicon (1997 only), represented  28
percent  of total sales in 1997, down from 31 percent in 1996 and 29 percent  in
1995.

Excluding  the  impact  of the acquisition of Amicon, sales  to  the  analytical
laboratory market measured in local currencies grew 8 percent in 1997, the  same
growth  rate that was achieved in 1996.  New product introductions in  the  past
two  years, particularly for laboratory water and applied microbiology products,
and a new distribution alliances launched late in 1996 in the United States have
enhanced  sales  growth in this market.  Sales growth in 1997 was  strongest  in
Europe  and  the Asia/Pacific region.  Sales to analytical laboratory customers,
with the addition of Amicon (1997 only), comprised 37 percent of total sales  in
1997 compared to 41 percent in 1996 and 42 percent in 1995.

The  strengthening of the U.S. dollar against most European and Asian currencies
reduced  reported  sales growth by 7 percentage points in  1997  compared  to  a
reduction of 6 percentage points in 1996 and an increase of 5 percentage  points
in  1995.   On  average,  the U.S. dollar was 11 percent stronger  against  most
European  currencies  in 1997 as compared to 1996.  The  U.S.  dollar  was  also
approximately  5 percent stronger against the Japanese yen in 1997  compared  to
1996;  which  follows a 15 percent strengthening of the U.S. dollar against  the
yen in 1996 as compared to 1995.  The U.S. dollar has strengthened significantly
against  the  yen  since  1995, when the dollar was at  historic  post-war  lows
against  the  yen.   As a general matter, a weaker dollar will  benefit,  and  a
stronger  dollar  will  adversely affect future reported  sales  growth  of  the
Company.  However, 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 54.9 percent in 1997, 59.7 percent in 1996, and 59.0 percent
in  1995.  The lower gross margin percentage in 1997 includes the impact of  low
margin  sales related to the acquired businesses; as the inventory  acquired  in
each  acquisition  was  written  up  to net realizable  value  as  part  of  the
acquisition  accounting and consequently, very low margins were  generated  when
this  inventory  was sold.  Without this impact, gross margins would  have  been
55.6  percent  in 1997.  These margin percentages are significantly  lower  than
those  achieved in 1996 and 1995 as the acquired businesses, particularly Tylan,
have  lower  gross  margin percentages than those of the Company's  pre-existing
business.

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 partially offset gains or losses
on  the  underlying  exposure.  Realized gains of $4.4  million  in  1997,  $2.7
million  in 1996 and realized losses of $2.3 million in 1995 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, 1997, the Company has only option  contracts  to
sell yen aggregating $40.5 million.  In the event of a significant strengthening
of the U.S. dollar against the yen, the exercise of these options will partially
mitigate  losses  which  would  be incurred by the  Company  on  the  underlying
currency  exposure.  The open options had an unrealized gain of $2.4 million  at
December  31,  1997 based on exchange rates in effect on that  date.   All  open
options  mature  within 15 months.  The Company does not engage  in  speculative
trading activity.

Operating Expenses

Selling,  General and Administrative (S,G&A) Expenses, excluding the effects  of
foreign exchange, grew 28 percent in 1997, 8 percent in 1996, and 17 percent  in
1995.  The increase in 1997 is mainly due to incremental expenses in support  of
the  acquired  businesses.   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, excluding the effects  of  foreign
exchange,  increased by 49 percent in 1997, 5 percent in 1996 and 6  percent  in
1995.   The  significant  increase  in 1997  was  due  mainly  to  the  acquired
businesses, as well as increased investment in research and development programs
to support the pre-existing businesses.

Other Income/Expense

Gain on Sale of Equity Securities in 1997 reflects the sale of a portion of  the
Company's holdings in PerSeptive Biosystems common shares.

Gain  on  Sale  of Equity Securities in 1996 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.

Net Interest Expense

Net  Interest Expense in 1997 was significantly higher than net interest expense
in  1996 due to increased borrowings, which were used to acquire both Amicon and
Tylan.   Interest  on borrowings required to complete the Tylan acquisition,  as
well  as Tylan's assumed debt, are included in the Company's statement of income
from  January  22, 1997.  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.

Provision For Income Taxes

The  Company's  effective  income  tax  rate  in  1997,  excluding  the  non-tax
deductible write-off of purchased research and development associated  with  the
Tylan  acquisition, was 21.0 percent compared to 23.5 percent in 1996  and  22.5
percent in 1995.  The effective tax rate was lower in 1997 as compared to  1996,
reflecting a higher proportion of income generated by low tax rate manufacturing
sites.   In  1996,  the overall increase in profitability as  compared  to  1995
slightly   diminished  the  relative  benefit  derived  from   these   low   tax
jurisdictions.

Earnings Per Share

Earnings  per  share  in the past two years includes significant  write-offs  of
purchased research and development associated with the Company's acquisitions of
Amicon  and  Tylan.   Basic earnings per share adjusted for purchase  accounting
charges are summarized as follows:

                                1997          1996         1995
As reported                          $(0.89)       $1.00        $1.90
                                                           
Purchase accounting charges          2.73          1.20         -
                                                           
Pro   forma  without   purchase                            
accounting charges              $    1.84     $    2.20    $    1.90

Additionally,  earnings per share in 1997 as compared to  1996  were  negatively
impacted  by  losses of $0.26 per share incurred by the acquired  companies  and
unfavorable foreign exchange comparisons amounting to $0.25 per share.
Legal Proceedings

As  reported in the Company's Form 10-Q Report for the quarter ended  March  31,
1997,  the  Company's wholly-owned subsidiary, Millipore Cidra,  Inc.  has  been
served with an Administrative Order by the Environmental Quality Board of Puerto
Rico  with  respect  to  filter  membrane scrap produced  by  Millipore  Cidra's
manufacturing  operations,  which proposed penalties  in  the  amount  of  $96.5
million.   The  Company believes that it has meritorious arguments,  intends  to
vigorously  contest  this  Administrative Order  and  believes  that  it  should
prevail.

Depending on the ultimate outcome of these proceedings (or if there are  interim
material  adverse  developments), the Company could be in violation  of  certain
provisions contained in its $350.0 million Revolving Credit Facility, which,  in
turn, would cause the Company to be in violation of the cross default provisions
of  the  $100.0  million  6.88 percent notes due in 2004,  $100.0  million  7.23
percent  notes due in 2002 and $100.0 million 7.60 percent notes  due  in  2007.
Violation  of  these provisions would allow the lenders to require repayment  on
demand (or, in the case of the Revolving Credit Facility, restrict borrowings or
re-borrowings).  In any such event, the Company believes that it would  be  able
to  renegotiate  the  terms of its existing debt, although potentially  on  less
favorable terms.

The  Company  and Waters Corporation have previously been engaged in  litigation
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  1994.  While the Company  has  prevailed  in  this
litigation, in the second quarter of 1996, Waters also 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.  A judgement in the Company's favor in this action was handed down by  the
Federal  District  Court in July 1997.  Waters has appealed  the  federal  court
judgement.  Although there can be no assurance of the outcome of this appeal, or
that federal agencies with jurisdiction over pension benefit transfers might not
review this transaction independently, the Company believes that it will prevail
in the appeal and in any such review that may be undertaken.

<PAGE>
Capital Resources and Liquidity

In  1997,  the  Company  generated approximately  $54.0  million  of  cash  from
operating activities, compared to $102.2 million of cash generated in  1996  and
$99.1  million generated in 1995.  Cash flow from operating activities  in  1997
was  reduced  by  outflows of $23.3 million related to  employee  severance  and
integration  costs  associated  with  the  acquisitions  of  Amicon  and  Tylan.
Excluding  acquisition  related  expenditures,  cash  generated  from  operating
activities  in  1997 was $77.3 million.  The Company generated  less  cash  from
operations  in  1997  compared to 1996, as overall earnings  were  significantly
lower,  reflecting  the  losses incurred by the acquired  businesses  and  lower
foreign currency values.

In  1997,  cash  generated  from  operating  activities,  along  with  increased
borrowings,  was  used  for the acquisition of Tylan, the  purchase  of  certain
assets  and  technology  of  FAStar Ltd. and FAS Holding  Company,  and  capital
expenditures.   The Company continued to invest in capacity expansions  and  the
upgrade  of  manufacturing facilities and in information technology systems  and
equipment.  The Company expects capital expenditures and depreciation expense in
1998  to  be  slightly higher than capital spending and depreciation expense  in
1997.   Late  in 1997, the Company announced that it was moving the headquarters
and  manufacturing operations of the acquired Tylan business  to  Allen,  Texas.
Although  the facility in Allen will be leased, the Company expects to spend  in
excess  of $10.0 million in capital to ready the facility for its intended  use.
The  Company  had  no other significant commitments for capital expenditures  at
December 31, 1997.  The Company expects to spend an additional $25.0 million  in
cash to complete the integration of Amicon and Tylan during 1998.

In  1996  and 1995, the Company used cash generated from its operations and,  in
1995  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 in 1996  and  $64.0
million  in  1995  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 the pending acquisitions of Amicon and  Tylan.
The  Company did not purchase additional shares of its outstanding common  stock
in 1997.

The net cash outflow of $3.5 million in 1997 for operations discontinued in 1994
were in line with the Company's expectations.  At December 31, 1997, the Company
had   no   significant  remaining  obligations  related  to  these  discontinued
operations.

The   use  of  debt  to  finance  the  acquisitions  of  Amicon  and  Tylan  has
substantially  increased  the Company's debt to  equity  ratio.   In  the  first
quarter  of  1997,  the Company successfully completed a public  debt  offering.
Proceeds  from  the  offering of $197.9 million were used  to  repay  borrowings
outstanding  under the Company's $350.0 million Revolving Credit  Facility.   At
December  31,  1997,  the Company had additional borrowing  capacity  of  $184.0
million  under its Revolving Credit Facility.  Although the Company's  financial
position remains strong and the Company believes it has flexibility in financing
future requirements, such flexibility is more limited than it had been prior  to
the acquisitions of Amicon and Tylan.

At  December  31,  1997  the  Company  held 2.2  million  shares  of  PerSeptive
Biosystems  common  stock  and 1,000 shares of PerSeptive  Biosystems  preferred
stock.   On  January 22, 1998, PerSeptive merged with Perkin-Elmer  Corporation.
Pursuant  to  the  merger, all of the Company's shares held in  PerSeptive  were
converted  into  587,000  shares of Perkin-Elmer common  stock.   In  the  first
quarter  of  1998, the Company sold all of its shares of The Perkin-Elmer  stock
for approximately $35.7 million in cash.


Dividends

The quarterly dividend was increased in the second quarter of 1997 from $0.09 to
$0.10 per share.  Dividends paid in 1997 were $16.6 million.

<PAGE>
Business Outlook and Uncertainties
The  following  statements are based on current expectations.  These  statements
are  forward  looking,  are  subject  to the  comments  under  "Forward  Looking
Statements" below and actual results may differ materially.

Integration  of  Tylan:   The  Company intends to reduce  the  number  of  major
manufacturing sites of the acquired Tylan business from three to  one  in  1998.
The  Company announced plans to close all three existing sites and  open  a  new
facility in Allen, Texas.  The Company expects to commence manufacturing at  the
Allen  site  late  in the third quarter of 1998.  The process  of  consolidating
these manufacturing activities may involve unforeseen difficulties and there can
be  no  assurance  that  the potential benefits of such  consolidation  will  be
realized  on the schedule expected by the Company.  Moreover, such consolidation
may  require  a  disproportionate amount of 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 consolidations could have  a  material
adverse effect on the Company's results of operations.


Sales:    As  previously  noted, sales to the microelectronics  market  in  1997
represented  35 percent of consolidated 1997 sales as the acquisition  of  Tylan
increased  the  Company's presence in this market.  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 and increased only 2 percent  in  1997.
Market  research  data  for the microelectronics market  in  which  the  Company
participates is forecasting 1998 industry sales growth rates ranging  from  flat
to  moderately  positive.  Sales growth in this market  in  the  past  has  been
volatile,  due to general cyclicality, which historically has been exhibited  by
this  market.   In addition, a significant portion of the Company's Asia/Pacific
business  is in the microelectronics market.  As this market has become  a  more
significant component of the Company's consolidated sales, the effects of future
industry  volatility  along  with  uncertainties  caused  by  the  recent  Asian
financial  crisis  could  significantly impact the Company's  1998  consolidated
sales growth.

Approximately 58 percent of the Company's sales are transacted in currencies
other than the U.S.  dollar.  Late in 1997, the U.S. dollar began to further
strengthen against the  Japanese  yen while, in December, the Korean won
devalued approximately  50 percent  against the U.S. dollar.  If foreign
exchange rates remain at  February 1,  1998  levels, the effect of foreign
exchange will reduce first quarter  1998 and full-year 1998 reported sales
growth by 4 to 5 percentage points and 2 to  4 percentage  points, respectively
compared  to  1997.   Any  change  in  foreign exchange rates will be
reflected in the results of operations.

Gross  Margins:   The Company expects gross margin percentages  in  1998  to  be
comparable  with  those  of 1997, as improved margins resulting  from  increased
volume in the Company's manufacturing plants to support anticipated sales growth
is  expected  to  offset a higher level of sales of acquired business  products,
which have lower margins than those of the Company's pre-existing business.  The
continuing  strength of the US dollar will also constrain margin improvement  in
1998.

Operating Expenses:   The Company expects operating expenses as a percentage  of
sales in 1998 will be consistent with the percentage achieved in previous years.

Interest  Expense:   The Company expects net interest expense in  1998  will  be
slightly lower than in 1997 as cash generated from operating activities and  the
sale of Perkin-Elmer stock will be used to reduce outstanding borrowings.

Provision for Income Taxes:   The effective tax rate in 1998 is projected to  be
in the range of 21 percent; consistent with the effective rate reported in 1997.
The  tax  rate estimate is based on the Company's current expectations for  1998
income  and  current tax law and, therefore, is subject to change.  At  December
31,  1997, the Company had a net deferred tax asset of $88.8 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  1998  effective tax rate increasing above the expected  range  of  21
percent.

Capital  Spending:   The Company expects to spend more for fixed asset additions
in  1998  than  it  spent in 1997.  The Company does not  believe  it  needs  to
significantly  expand  or  add manufacturing capacity  in  1998  to  handle  its
anticipated 1998 sales growth.  The Company will continue to invest  in  tooling
within  its manufacturing plants and in information technology, particularly  in
Japan.   Accordingly,  the Company also expects that 1998  depreciation  expense
will be higher than 1997 depreciation expense.
<PAGE>

Year 2000 Issues:   The Company utilizes a common worldwide software system  for
its  financial and business reporting.  The Company believes that its system  is
Year  2000 ready and that future costs necessary to ensure successful Year  2000
compliance  will  not  have  a  material effect  on  the  Company's  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  in
such statements, 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.   In addition to the matters discussed herein, 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,  including  uncertainties  in selected  Asian  economies,  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 overriding
rights  by third parties, and the risk factors listed from time-to-time  in  the
Company's  filings with the SEC, which include the report on Form 10-Q  for  the
period  ended March 31, 1997 and the Company's Form 10-K Annual Report  for  the
year ended December 31, 1997, and in particular the matters described under  the
heading  "Business--Environmental Matters".  Specific reference is also made  to
the  risks and uncertainties described in the Registration Statement on Form S-3
(Registration 333-23025) filed by the Company in connection with its offering of
$300  million  of  Debt  Securities in May 1997, and, in  particular,  to  those
described  under  "Factors Which May Affect Future Results".   See  also  "Legal
Proceedings" and "Business Outlook and Uncertainties" above.

<PAGE>
<TABLE>
Consolidated Statements of Income

Millipore Corporation
<CAPTION>
Year ended December 31                                    
(In   thousands  except  per  1997         1996           1995
share data)
<S>                           <C>          <C>            <C>
Net sales                     $  758,919   $    618,735   $    594,466
Cost of sales                     342,237       249,443        243,849
     Gross profit                 416,682       369,292        350,617
Selling,     general     and      245,585       202,140        195,026
administrative expenses
Research   and   development      55,899        38,429         36,515
expenses
Purchased    research    and      114,091       68,311              -
development expense
                                                          
     Operating income             1,107         60,412         119,076
                                                          
Gain   on  sale  of   equity      8,330         5,329               -
securities
Interest income                   2,937         2,780          1,682
Interest expense                (30,484)        (11,498)       (10,623)
                                                          
(Loss)/Income before  income    (18,110)        57,023         110,135
taxes
Provision for income taxes        20,674        13,401         24,781
                                                          
Net (Loss)/Income             $  (38,784)  $    43,622    $    85,354
                                                          
(Loss)/Income per share                                   
     Basic                    $   (0.89)   $    1.00      $    1.90
     Diluted                  $   (0.89)   $    0.98      $    1.86
Weighted   average    common                              
shares outstanding
     Basic                     43,527       43,602         44,985
     Diluted                   43,527       44,457         45,887
                                                          
</TABLE>

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

<PAGE>

<TABLE>
Consolidated Balance Sheets
Millipore Corporation
<CAPTION>
December 31                                                 
(In thousands)                               1997           1996
<S>                                          <C>            <C>
Assets                                                      
                                                            
Current assets:                                             
     Cash                                     $   2,240      $   4,010
     Short-term investments                       18,029         42,860
      Accounts  receivable (less  allowance                 
for  doubtful accounts of  $3,010        in       176,585        151,653
1997 and $2,490 in 1996)
     Inventories                                  127,192        106,410
     Other current assets                         28,362         6,979
          Total current assets                    352,408        311,912
                                                            
Property, plant and equipment, net                220,094        203,017
Intangible    assets   (less    accumulated                 
amortization of $10,000 in 1997 and  $3,084                 
in 1996)                                     77,394         58,866
Deferred income taxes                             88,760         69,086
Other assets                                      27,588         40,011
                                                            
Total assets                                 $766,244       $682,892
                                                            
Liabilities and Shareholders' Equity                        
                                                            
Current liabilities:                                        
     Notes payable                           $165,576       $ 101,546
     Accounts payable                             46,088         34,404
     Accrued expenses                             74,856         60,615
     Dividends payable                            4,369          3,899
     Accrued retirement plan contributions        7,088          4,705
     Accrued income taxes payable                 6,896          11,231
          Total current liabilities               304,873        216,400
                                                            
Long-term debt                                    286,844        224,359
Other liabilities                                 25,533         24,528
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,  1997  and                 
1996, respectively                           56,988         56,988
     Additional paid-in capital                             
                                             10,927         8,800
Unrealized gain on securities available for                 
sale                                         18,115         9,536
     Retained earnings                                      
                                             490,289        548,598
     Translation adjustments                                
                                             (39,835)       (8,280)
                                                  536,484        615,642
     Less:  Treasury stock at cost,  13,291                 
and  13,666 shares as of December 31,  1997                 
and 1996, respectively                       (387,490)      (398,037)
     Total shareholders' equity                   148,994        217,605
                                                            
Total liabilities and shareholders' equity   $    766,244    $   682,892
</TABLE>

<PAGE>

<TABLE>

The  accompanying  notes  are  an integral part of  the  consolidated  financial
statements.
Consolidated Statements of Shareholders' Equity
Millipore Corporation
<CAPTION>
Year ended Dec. 31, 1995,                                         
1996 and 1997
(In thousands, except per                                         
share data)
                                                    Additional    
                           Common      Common       Paid-in       Retained
                           Stock       Stock
                           Shares      Par Value    Capital       Earnings
<S>                        <C>         <C>          <C>           <C>
Balance  at  January   1,                                       
1995                       28,494    $  28,494     $  23,603    $  458,579
Net income                                                          85,354
Effect   of   two-for-one                                         
stock split                28,494      28,494       (23,603)      (4,891)
Cash  dividends declared,                                         
$0.315 per share                                                  (14,071)
Treasury stock acquired                                           
Stock options exercised                                            (1,553)
Employees' stock purchase                                              (4)
plan proceeds
Savings and Participation                                               86
Plan proceeds
Incentive plan awards                                                  124
Stock awards                                                            9
Translation adjustments                                           
Balance  at December  31,       56,988 $    56,988  $    -        $    523,633
1995
Net income                                                             43,622
Cash  dividends declared,                                         
$0.35 per share                                                   (15,261)
Treasury stock acquired                                           
Stock options exercised                                                (4,218)
Employees' stock purchase                                                195
plan proceeds
Savings and Participation                                                209
Plan proceeds
Incentive plan awards                                                    408
Stock awards                                                              10
Unrealized    gain     on                           
securities available  for
sale
U.S.   tax  benefit  from                                         
stock plan activity                                 8,800
Translation adjustments                                           
Balance  at December  31,       56,988 $    56,988  $    8,800    $    548,598
1996
Net loss                                                               (38,784)
Cash  dividends declared,                                         
$0.39 per share                                                       (17,028)
Stock options exercised                                                (3,335)
Employees' stock purchase                                                 305
plan proceeds
Savings and Participation                                                 306
Plan proceeds
Incentive plan awards                                                     209
Stock awards                                                              18
Unrealized    gain     on                                         
securities available  for
sale
U.S.   tax  benefit  from                                2,127    
stock plan activity
Translation adjustments                                           
Balance  at December  31,       56,988 $    56,988  $    10,927   $    490,289
1997
</TABLE>
The  accompanying  notes  are  an integral part of  the  consolidated  financial
statements.
<TABLE>
<CAPTION>
Year ended Dec. 31, 1995,  Unrealized                                             
1996 and 1997
(In thousands, except per  Gain on                                                
share data)
                           Securities                                             Total
                           Available   Translation  Treasury       Shareholders   
                                                    Stock
                           for Sale    Adjustments  Shares         Cost           Equity
<S>                        <C>         <C>          <C>            <C>            <C>
Balance  at  January   1,  $    -      $    5,147        (5,361)   $(294,546)     $    221,277
1995
Net income                                                                             85,354
Effect   of   two-for-one                                                                   -
stock split                                         (5,361)
Cash  dividends declared,                                                         
$0.315 per share                                                                  (14,071)
Treasury stock acquired                                  (2,962)        (90,113)       (90,113)
Stock options exercised                                       895       28,366         26,813
Employees' stock purchase                                     33             905            901
plan proceeds
Savings and Participation                                     14             456            542
Plan proceeds
Incentive plan awards                                         13             354            478
Stock awards                                                  2              57             66
Translation adjustments                                                           
                                       (4,772)                                    (4,772)
Balance  at December  31,  $     -     $    375          (12,727)  $(354,521)     $    226,475
1995
Net income                                                                             43,622
Cash  dividends declared,                                                         
$0.35 per share                                                                   (15,261)
Treasury stock acquired                                  (1,462)        (58,362)       (58,362)
Stock options exercised                                       384       10,880         6,662
Employees' stock purchase                                     72        2,076          2,271
plan proceeds
Savings and Participation                                     27             735            944
Plan proceeds
Incentive plan awards                                         39        1,120          1,528
Stock awards                                                  1              35             45
Unrealized    gain     on                                                         
securities available  for  9,536                                                  9,536
sale
U.S.   tax  benefit  from                                                         
stock plan activity                                                               8,800
Translation adjustments                (8,655)                                         (8,655)
Balance  at December  31,  $    9,536  $ (8,280)     (13,666)      $ (398,037)     $   217,605
1996
Net loss                                                                               (38,784)
Cash  dividends declared,                                                         
$0.39 per share                                                                   (17,028)
Stock options exercised                                       284       7,937          4,602
Employees' stock purchase                                     33             955       1,260
plan proceeds
Savings and Participation                                     27             788       1,094
Plan proceeds
Incentive plan awards                                         30             836       1,045
Stock awards                                                  1              31             49
Unrealized    gain     on       8,579                                                  8,579
securities available  for
sale
U.S.   tax  benefit  from                                                         
stock plan activity                                                               2,127
Translation adjustments                (31,555)                                        (31,555)
Balance  at December  31,  $    18,115 $ (39,835)    (13,291)      $ (387,490)         $148,994
1997
</TABLE>
<TABLE>
Consolidated Statements of Cash Flows

Millipore Corporation
<CAPTION>
Year ended December 31                                              
(In thousands)                       1997           1996            1995
<S>                                  <C>            <C>             <C>
Cash     Flows    from    Operating                                 
Activities:
Net (loss)/income                    $    (38,784)  $    43,622     $    85,354
Adjustments   to   reconcile    net                                 
(loss)/income to net cash  provided
by operating activities:
           Purchased  research  and       114,091        68,311               -
development expense
            Write-off  of  acquired       5,000          -                    -
inventory step-up
             Gain   on   sale    of       (8,330)        (5,329)              -
securities
               Depreciation     and       40,661         30,587          27,478
amortization
            Deferred   income   tax                                 
provision                            5,835          (8,212)         1,372
            Change   in   operating                                 
assets  and  liabilities,  net   of
effect of
acquisitions:
                (Increase) decrease                                 
in accounts receivable               (24,468)       247             (10,548)
                   (Increase)    in                                 
inventories                          (13,361)       (11,612)        (7,218)
                (Increase) decrease                                 
in other current assets              (6,937)        1,661           409
                (Increase) in other                                 
assets                               (8,648)        (8,747)         (8,209)
                (Decrease) increase                                 
in accounts payable
                       and  accrued                                 
expenses                             (21,629)       (11,087)        5,931
                Increase (decrease)                                 
in accrued retirement plan
                     contributions        2,557               (36)       543
                Increase in accrued                                 
income taxes                         1,050          1,723           6,475
               Other                      6,942          1,058           (2,438)
Net   cash  provided  by  operating                                 
activities                           53,979         102,186         99,149
                                                                    
Cash     Flows    from    Investing                                 
Activities:
                                                                    
Additions  to property,  plant  and                                 
equipment                            (41,063)       (30,427)        (30,010)
Additions to intangible assets            (6,135)        (1,760)         (2,135)
Acquisitions, net of cash acquired        (159,158)      (122,576)            -
Other investments                         (1,646)        (4,010)              -
Net   cash   used  by  discontinued                                 
businesses                           (3,516)        (7,939)         (6,967)
Proceeds from sale of securities          8,330          5,745                -
Net    cash   used   in   investing                                 
activities                           (203,188)      (160,967)       (39,112)
                                                                    
Cash     Flows    from    Financing                                 
Activities:

Treasury stock acquired                        -         (58,362)        (90,113)
Issuance  of  treasury stock  under                                 
stock plans                          6,956          11,450          16,937
Cash  paid  to  close  out  foreign                                 
currency swap                        -              -               (3,546)
Net change in short-term debt                                       
                                     65,036         20,045          25,795
Proceeds from issuance of long-term                                 
debt                                 197,950        124,397         -
Payments on long-term debt                (126,018)           -               -
Dividends paid                                                      
                                     (16,558)       (14,899)        (14,117)
Net  cash  provided  by  (used  by)                                 
financing activities                 127,366        82,631          (65,044)
Effect of foreign exchange rates on                                 
cash and
     short-term investments                                         
                                     (4,758)        (738)           (1,471)
Net (decrease) increase in cash and                                 
short-term investments               (26,601)       23,112          (6,478)
Cash and short-term investments  on                                 
January 1                            46,870         23,758          30,236
Cash and short-term investments  on  $    20,269    $    46,870     $    23,758
December 31
</TABLE>
Notes  to Consolidated Financial Statements (In thousands except share  and  per
share data)
<PAGE>
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, 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.

     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 its inventories 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
which  extend the life of the underlying asset 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    10-40 Years
     Production and Other Equipment     3-15 Years

     Intangible Assets

Intangible   assets  consist  primarily  of  acquired  patented  and  unpatented
technology,  trade  names,  licenses and goodwill  and  are  recorded  at  cost.
Intangible  assets are amortized on a straight line basis over  periods  ranging
from  3  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 intangible  assets,
the  amount of such impairment is computed by comparing the discounted  expected
cash  flows  to  the  assets'  carrying value.   If an  impairment  exists,  the
carrying amount of the intangible asset is reduced by the estimated shortfall of
cash flows.




     Marketable Securities

The Company's investments in equity securities are categorized as available-for-
sale  as defined by Statement of Financial Accounting Standards (SFAS) No.  115,
"Accounting  for  Certain  Investments in Debt and Equity  Securities".   Equity
securities  are included in both Other current assets and Other  assets  in  the
accompanying  consolidated balance sheets and are recorded at fair  value.   The
cost  of  each  investment is determined primarily on a specific  identification
method.   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  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 options 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/(Loss) Per Common Share

In  1997, the Company adopted SFAS No. 128, "Earnings Per Share", which requires
dual  presentation  of earnings per share.  Basic net income (loss)  per  common
share  is  calculated by dividing the net income (loss) for the  period  by  the
weighted  average number of common shares outstanding for the  period.   Diluted
net  income per common share is calculated by considering the impact  of  common
stock  equivalents  (outstanding stock options) as if they were  converted  into
common  stock at the beginning of the period.  Common stock equivalents are  not
included in loss periods as they are anti-dilutive.

     Revenue Recognition

Sales  of products and services are recorded principally at the time of  product
shipment  or performance of services.  Certain contract revenue associated  with
the Company's process systems business is recorded principally on the percentage
of completion method. The cumulative impact of any revisions in estimates of the
percent complete is reflected in the period in which the changes become known.
<PAGE>
     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.

     New Accounting Pronouncements

In  June  1997,  the Financial Accounting Standards Board issued SFAS  No.  130,
"Reporting Comprehensive Income", which is effective for fiscal years  beginning
after  December  15,  1997, including interim periods.  SFAS  130  requires  the
presentation  of comprehensive income and its components.  Comprehensive  income
presents  a  measure  of  all  changes in equity  that  result  from  recognized
transactions  and  other economic events of the period other  than  transactions
with  owners.   SFAS  130  requires restatement of all  prior-period  statements
presented after the effective date.  The Company will adopt SFAS 130 during  the
first quarter of 1998 and has not yet determined the impact of such adoption.

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

     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 1997 presentation.
<PAGE>

Note B - Subsequent Event

In  partial consideration for the sale of its non-membrane bioscience instrument
division  in 1994, the Company received four thousand shares of preferred  stock
of   PerSeptive  Biosystems,  Inc  ("PerSeptive").   The  preferred  stock   was
redeemable  in four equal annual installments of $10,000, commencing  in  August
1995,  in the equivalent value as of each redemption date in common stock, $0.01
par  value  of PerSeptive.  Effective January 22, 1998, PerSeptive  completed  a
merger   with  Perkin-Elmer  Corporation  ("Perkin-Elmer")  pursuant  to   which
PerSeptive became a wholly-owned subsidiary of Perkin-Elmer.  Pursuant  to  this
merger all of the Company's remaining holdings in PerSeptive, which consisted of
2,213,357 shares of common stock and the one thousand shares of preferred  stock
were  converted into 586,541 shares of Perkin-Elmer common stock.   The  Company
sold  all  586,541 shares of Perkin-Elmer common stock in the first  quarter  of
1998  and  will  record a gain on the sale of these securities of  approximately
$33,000 in the first quarter of 1998.

The  2,213,375 shares of PerSeptive common stock held by the Company at December
31,  1997 were considered available for sale securities in accordance with  SFAS
No.  115  and were recorded at fair value on that date, net of income taxes,  in
Other current assets.

Note C - Acquisitions

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  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 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 completed technology.  These  intangible
assets will be amortized over their estimated useful lives ranging from 5 to  30
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
Revolving Credit Facility as discussed in Notes H and I.

On  January 22, 1997, the Company completed a cash tender offer for all  of  the
outstanding common shares of Tylan General, Inc. (Tylan).  Tylan, which became a
wholly-owned  subsidiary  on  January 27, 1997,  supplies  precision  mass  flow
controllers,  pressure  and  vacuum  measurement  and  control  equipment,   and
ultraclean gas panels to the microelectronics industry.  The aggregate  purchase
price,  including  the  assumption  of Tylan debt  and  transaction  costs,  was
$163,371. The acquisition was accounted for as a purchase, and accordingly,  the
purchase price has been preliminarily allocated to the identifiable tangible and
intangible  assets based on estimated fair market values of those  assets.   The
Company  has accrued approximately $31,000 for additional costs associated  with
the   acquisition.   These  costs  include  severance  costs,  abandonment   and
consolidation  of   facilities,  and termination of  certain  Tylan  contractual
obligations.   The  Company expects that the integration of  Tylan's  operations
into  those of the Company will be substantially complete by December 31,  1998,
following  the  completion  of  the  Company's  new  facility  currently   being
constructed in Allen, Texas.  The ultimate execution of the Company's plans  may
result  in  an adjustment to the amounts preliminarily allocated to  assets  and
liabilities  and  to  amounts accrued for additional costs associated  with  the
acquisition.   The  purchase  price included at estimated  fair  value,  current
assets  of  $45,044, property and equipment of $22,759, other assets of  $16,477
and  liabilities  of  $22,042.  Identifiable intangible assets  were  valued  at
$18,042   and   included  tradenames  and  patented  and  unpatented   completed
technology.   These intangible assets are being amortized over  their  estimated
useful  lives  ranging from six to ten years.  The value of in-process  research
and  development  for  which technical feasibility has  not  been  achieved  was
$114,091 and was charged to earnings in the first quarter of 1997.  The purchase
was  financed  through the Company's Revolving Credit Facility as  discussed  in
Notes H and I.

During 1997, the Company charged $14,801 of employee costs, $1,442 of facilities
related  costs,  $1,284  of  contract termination costs,  and  $5,815  of  other
integration expenses against the acquisition accruals.  As of December 31, 1997,
employment  for  120  employees  of the acquired companies,  principally  within
general and administrative functions, had been terminated.  As a result  of  the
Company's plans to construct a new facility in Allen, Texas as noted above,  the
Company plans to exit its three existing Tylan manufacturing facilities  in  the
United States; all of which are occupied under long-term lease agreements.   Two
of the facilities to be vacated are in California while the third facility is in
the  Allen, Texas area.  The Company expects to pay severance and related  costs
for approximately 350 employees currently employed at the California sites.   In
addition,  the  Company  expects  to  incur  costs  to  settle  its  contractual
obligations  associated with the long-term lease agreements  on  the  facilities
from  which  it  will  be  vacating.  The Company believes  that  the  remaining
acquisition  accruals  at December 31, 1997 will be sufficient  to  satisfy  its
future obligations arising from the implementation of its integration plans.

The  following table reflects unaudited pro forma combined results for  1996  of
the  Company,  Amicon  and Tylan on the basis that both acquisitions  had  taken
place on January 1, 1996.

                                   1996
                                   
Revenues                           $    824,555
Net Income                          $   26,175
Net Income per common share -Basic  $   0.60
Shares used in computation              43,602


These  pro  forma  results are not necessarily indicative  of  what  the  actual
consolidated results of operations might have been if the acquisitions had  been
effective  at the beginning of 1996.  Pro forma results for 1997 resulting  from
the  acquisition  of  Tylan would not have been materially  different  from  the
results reported.

Note D - Basic and Diluted Earnings per Share

For 1997 basic and diluted earnings per share are the same as the Company was in
a loss position.  The effect of anti-dilutive securities in 1997 amounted to 788
shares.   The following is a reconciliation for 1996 and 1995 of the  numerators
and denominators for basic and diluted earnings per share:
<TABLE>
<CAPTION>
                                 Net Income     Shares         EPS
   <S>                           <C>            <C>            <C>
   1996                                                        
   Basic Earnings per share      $    43,622         43,602    $    1.00
   Effect      of      dilutive                                
   securities:
   Stock options                                          855  
   Diluted Earnings per share    $    43,622         44,457    $    0.98
   1995                                                        
    Basic Earnings per share     $    85,354         44,985    $    1.90
       Effect    of    dilutive                                
   securities:
           Stock options                                  902  
   Diluted Earnings per share    $    85,354         45,887    $    1.86
</TABLE>
Note E - 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 percent 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.
<PAGE>

Note F - Inventories

Inventories  at  December 31, stated at the lower of first-in, first-out  (FIFO)
cost or market, consisted of the following:

                                    1997         1996
Raw materials                       $ 42,518    $ 27,502
Work in process                                  
                                    16,545       16,310
Finished goods                                   
                                    68,129       62,598
                                    $ 127,192   $ 106,410


Note G - Property, Plant and Equipment

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

                                   1997              1996
Land                                    $8,750            $9,002
Leasehold improvements                  18,846            9,587
Buildings and improvements                           
                                   118,923           123,256
Production and other equipment                       
                                   223,720           240,612
Construction in progress                16,440            15,957
                                                     
                                   386,679           398,414
Less: accumulated depreciation and                   
 amortization                      166,585           195,397
                                        $220,094          $203,017

Depreciation  expense  for the years ended 1997, 1996,  and  1995  was  $32,797,
$27,972, and $27,478 respectively.

Note H - Notes Payable

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

                                   1997           1996
Notes payable                           $165,576       $101,546
Unused lines of credit                  $214,424       $295,927
Average   amount  outstanding   at                
month-end during the year               $226,379       $115,461
Maximum   amount  outstanding   at                
month-end during the year               $392,817       $132,338
Weighted  average  interest   rate                
during the year                    6.0%           5.6%
Weighted average interest rate  at                
year-end                           6.1%           5.7%

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.  In  July,  1997,
the  Company  reduced  the  maximum funds available  under  the  agreement  from
$450,000 to $350,000.  Individual borrowings under the Revolving Credit Facility
are  made  on terms not to exceed six months.  At December 31, 1997 the  Company
had  borrowings of $155,000 outstanding under this facility. Interest is payable
on  outstanding borrowings at a floating rate defined in the agreement as  LIBOR
plus  a margin.  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.   At December 31,  1997
the Company also had $10,576 of other short-term borrowings.
<PAGE>

Note I - Long-term Debt

Long-term debt at December 31 consisted of the following:
                                   1997            1996
7.23% unsecured notes due in 2002       $100,000        $ -
7.60% unsecured notes due in 2007       100,000         -
6.88% notes payable due in 2004                    
                                   100,000         100,000
Amounts  outstanding under  bridge      -          
loan                                               124,397
Unrealized gain on revaluation  of                 
yen-denominated debt               (13,156)        (3,727)
Other notes payable to banks                 -     
                                                   3,689
Long-term debt                          $ 286,844       $ 224,359

In March, 1997, the Company sold $100,000 of 7.23 percent unsecured notes due in
2002  and  $100,000 of 7.60 percent unsecured notes due in 2007, pursuant  to  a
public offering.  Net proceeds from the offering of $197,950 were used to  repay
borrowings outstanding under the Company's revolving credit agreement.  Interest
on the new notes is payable semi-annually in April and October.  At December 31,
1997, these rates have a fair value of $100,527 and $100,711, respectively.  The
$100,000 of 6.88 percent notes payable are due in 2004.  Interest on these notes
is  payable  semi-annually in March and September. The agreement calls  for  the
Company  to maintain certain financial covenants in the areas of operating  cash
flow  and  interest  coverage.   As  these notes  are  not  publicly  traded,  a
determination  of  their fair value is not readily determinable.   However,  the
Company believes that the carrying values approximates fair value.

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 Japanese yen  and
33,193 German Deutche Marks (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.  In December, 1997, the Company entered into a currency swap maturing
in  2003.  Under the terms of this swap, the Company exchanged $30,000 of dollar
debt  service  obligations for a yen-denominated obligation  of  3,840,000  yen,
which  bears interest at a rate of 1.39 percent.  The Company's foreign currency
obligations  had  effective weighted average interest rates  of  4.53  and  4.86
percent  in 1997 and 1996, respectively. The effect of foreign currency exchange
rate  fluctuations resulting from the yen swap agreements open at  December  31,
1997 are included in translation adjustments.

Amounts  outstanding  under  the  bridge loan at  December  31,  1996  represent
borrowings  on  a  90 day $250,000 bridge loan which was made available  to  the
Company  as  temporary  financing pending finalization of the  Revolving  Credit
Facility discussed in Note H.  Other notes payable to banks represent borrowings
outstanding  at  an Amicon subsidiary acquired by the Company  on  December  31,
1996.

The  Company  capitalized  interest costs associated with  the  construction  of
certain capital assets of $753 in 1997, $785 in 1996 and $929 in 1995.  Interest
paid  on  short-term and long-term debt during 1997, 1996, and 1995 amounted  to
$25,579, $12,171, and $11,481 respectively.


Note J - Foreign Exchange

A significant volume of the Company's 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 on these transactions offset  gains  and
losses on the underlying exposure.  Realized gains of $4,374 in 1997, $2,687  in
1996,  and  a  realized loss of $2,287 in 1995 relating to these  contracts  are
included  in cost of sales, partially offsetting the impact of foreign  currency
fluctuations.

At  December  31,  1997,  the  Company has open option  contracts  to  sell  yen
aggregating $40,480.  These open contracts have an unrealized gain of $2,470  at
December 31, 1997.  All open contracts mature within 15 months.

<PAGE>

Note K - Income Taxes

Income  taxes have been provided in accordance with the provisions of  SFAS  No.
109.  The Company's provisions for income taxes are summarized as follows:
<TABLE>
<CAPTION>
                                       1997            1996           1995
   <S>                                 <C>             <C>            <C>
   Domestic and foreign income  before                                
   income taxes:
           Domestic                         $(69,479)       $195           $51,933
           Foreign                          51,369          56,828         58,202
           Income before income taxes       $(18,110)       $57,023        $110,135
                                                                      
   Domestic   and  foreign  provisions                                
   for income taxes:
           Domestic                         $6,873          $(2,362)       $9,039
           Foreign                          13,011          15,427         14,642
           State                                 790             336       1,100
                                            $20,674         $13,401        $24,781
                                                                      
   Current   and  deferred  provisions                                
   for income taxes:
           Current                          $14,839         $21,613        $23,409
           Deferred                         5,835           (8,212)        1,372
                                            $20,674         $13,401        $24,781
</TABLE>
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:
<TABLE>
<CAPTION>
                                      1997           1996           1995
   <S>                                <C>            <C>            <C>
   U.S. statutory income tax rate                                   
                                      35.0%          35.0%          35.0%
   Puerto Rico tax rate benefits                                    
                                      (4.0)          (6.4)          (4.8)
   Ireland tax rate benefits                                        
                                      (8.2)          (11.0)         (5.2)
   State  income tax, net of  federal   .5             .4             .7
   income tax benefit
   Foreign  Sales Corporation  income                               
   not taxed                          (2.3)          (4.0)          (2.0)
   Tax credits                           -              -         (1.2)
   Change in valuation allowance         -              9.5            -
   Effective  tax rate applicable  to                               
   operations                         21.0           23.5           22.5
   Non-deductible     charge      for                               
   purchased research and                                           
        development                   93.2           -              -
   Effective tax rate                                               
                                      114.2%         23.5%          22.5%
</TABLE>
Tax  exemptions  relating  to Puerto Rico and Ireland operations  are  effective
through  2004 and 2010, respectively. Income taxes paid (net of refunds)  during
1997, 1996, and 1995 were $18,704, $24,228, and $9,999, 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 $106,178 at December  31,
1997.    If   earnings  of  such  foreign  subsidiaries  were  not  indefinitely
reinvested,  a deferred tax liability of approximately $26,544 would  have  been
required.

At  December  31,  1997,  the Company has foreign tax  credit  carryforwards  of
approximately  $7,300  that  expire in the years  1998  through  2002.   General
business  credit carryforwards of approximately $7,300 expire in the years  2001
through  2010.  Net operating loss carryforwards of $30,212 expire in  the  year
2012.  In addition, the Company has alternative minimum tax credit carryforwards
of approximately $17,016 which can be carried forward indefinitely.


<PAGE>

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

                                       1997            1996
   Intercompany and inventory  related      $15,962         $12,734
   transactions
   Postretirement benefits other  than                 
   pensions                            3,605           3,500
   Tax  credits (including foreign tax                 
   credits on unremitted earnings)          50,064          55,586
   Net operating loss carryforwards                              -
                                       10,750
   Deferred    gain   on    sale    of                 
   securities                          8,750           -
   Divestiture related costs                     -          5,109
   Amortization of intangible assets        22,247          23,776
   Depreciation                                        
                                       (3,756)         (3,381)
   Other, net                                          
                                       3,273           (6,103)
                                            110,895         91,221
   Valuation allowance                      (22,135)        (22,135)
   Net deferred tax asset                   $88,760         $69,086

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.   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.


Note L - Legal Proceedings

On  May 2, 1997, the Environmental Quality Board (EQB) of Puerto Rico served  an
administrative order on Millipore Cidra, Inc., a wholly-owned subsidiary of  the
Company.  The administrative order (EQB order) generally alleges:  (I) that  the
nitrocellulose filter membrane scrap produced by Millipore Cidra's manufacturing
operations  is  a  hazardous  waste as defined in  EQB  regulations;  (II)  that
Millipore  Cidra,  Inc.  failed  to  manage,  transport  and  dispose   of   the
nitrocellulose membrane scrap as a hazardous waste; and (III) that such  failure
violated  EQB  regulations.  The EQB order proposes penalties in the  amount  of
$96,500  and orders Millipore Cidra, Inc. to manage the nitrocellulose  membrane
scrap  as  a  hazardous  waste.  The Company believes that  it  has  meritorious
arguments,  intends  to vigorously contest the EQB order and  believes  that  it
should prevail.

Depending on the ultimate outcome of these proceedings (or if there are  interim
material  adverse  developments), the Company could be in violation  of  certain
provisions  contained in its $350,000 Revolving Credit Facility which,  in  turn
would  cause  the Company to be in violation of the cross-default provisions  of
the $100,000 6.88 percent notes due in 2004, $100,000 7.23 percent notes due  in
2002 and $100,000 7.60 percent notes due in 2007.  Violation of these provisions
would  allow the lenders to require repayment on demand (or, in the case of  the
Revolving Credit Facility, restrict borrowings or re-borrowings).  In  any  such
event,  the Company believes that it would be able to renegotiate the  terms  of
its existing debt, although potentially on less favorable terms.

The Company and Waters Corporation have engaged in an arbitration proceeding and
a  related litigation in the Superior Court, Middlesex, Massachusetts,  both  of
which  commenced  in the second quarter of 1995 with respect to  the  amount  of
assets required to be transferred by the Company's Retirement Plan in connection
with  the  Company's divestiture of its former Chromatography Division in  1994.
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.
Judgements  in  the  Company's favor were handed down by both the  Massachusetts
Superior  Court  and  the  Federal District Court in May  1997  and  July  1997,
respectively.  Waters has appealed the federal court judgement.  Although  there
can be no assurances of the outcome of any judicial appeal of this decision,  or
that federal agencies with jurisdiction over pension benefit transfers might not
review this transaction independently, the Company believes that it will prevail
in any such appeal or review.

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, 1997 will not materially affect its future  operating
results  and  liquidity.  Amounts paid by the Company  in  1997  and  1996  with
respect to the Superfund obligations were insignificant.

The  Company  is also subject to a number of other claims and legal  proceedings
which,  in  the  opinion  of the Company's management,  are  incidental  to  the
Company's  normal business operations.  In the opinion of the Company,  although
final  settlement  of these suits and claims may impact the Company's  financial
statements  in  a  particular period, they will not, in the  aggregate,  have  a
material adverse effect on the Company's financial position.


Note M - Leases

Operating  lease  agreements  cover sales offices, manufacturing  and  warehouse
space,  office  equipment and automobiles. These leases  have  expiration  dates
through  2008.   Certain land and building leases contain  renewal  options  for
periods ranging from one to ten years and purchase options at fair market value.
Rental  expense was $16,423 in 1997, $12,547 in 1996, and $11,397 in  1995.   At
December  31, 1997 future minimum rents payable under noncancelable leases  with
initial terms exceeding one year were as follows:

     1998                                    $    14,910
     1999                                         11,292
     2000                                         8,786
     2001                                         5,497
     2002                                         4,063
     2003 - 2008                                  12,644

At December 31, 1997, the Company had long-term lease obligations at three Tylan
manufacturing  sites  in  the  United States.  As  a  result  of  the  Company's
announced plans to consolidate its Tylan U.S. operations into a single  site  in
Allen,  Texas,  the  Company  plans to vacate these three  Tylan  facilities  by
December  31, 1998.  Accordingly, future rents payable under these three  leases
are included in the table above for 1998 only.  Costs expected to be incurred by
the  Company  to  vacate these premises prior to completion of  each  respective
lease term are accrued as discussed in Note C.
<PAGE>

Note N - 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  SFAS  No.  123  "Accounting for  Stock  -  Based  Compensation."
Accordingly,  no  compensation cost has been recognized. Had  compensation  cost
been  determined based on the fair value at the grant date consistent  with  the
provisions  of SFAS 123, the Company's net income and basic earnings  per  share
would have been reduced by $2,112 or $.05 per share in 1997, and $1,015 or  $.02
per share in 1996, and would have been unchanged for 1995.  The weighted average
fair  value of options granted under the stock option plan was $11.13  in  1997,
$12.48  in 1996, and $10.91 in 1995.  The weighted average fair value of  shares
issued under the employee stock purchase plan was $4.61 in 1997, $3.97 in  1996,
and  $3.75  in 1995.  The pro forma expense amounts assume that the  fair  value
assigned  to  the  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
1997, 1996 and 1995: 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 5.9 percent in 1997, 6.1 percent in 1996 and 5.5 percent in 1995.  This
rate approximated that of 5 year U.S. government interest bearing securities.

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, shares authorized for issuance under the  Plan  were
increased from 8,100,000 to 9,131,000.  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.  Stock activity under the  Plan is presented as follows:

                                                   Weighted
                     Option      Option            Average
                     Shares      Price             Exercise
                                                   Price
                                                   Per Share
                                                   
Outstanding      at  3,518,000   $9.72 -  $23.69   $17.96
December 31, 1994
     Granted         373,000     $37.63 -$37.63    $37.63
     Exercised       (885,000)   $ 9.72 - $23.69   $16.70
     Canceled        (66,000)    $16.88 - $23.69   $17.97
Outstanding      at  2,940,000   $13.56 - $37.63   $20.82
December 31, 1995
     Granted         461,000     $37.63 - $42.00   $41.30
     Exercised       (369,000)   $13.56 - $37.63   $17.41
     Canceled        (62,000)    $17.25 - $37.63   $25.06
Outstanding      at  2,970,000   $14.50 - $42.00   $24.33
December 31, 1996
     Granted         683,000     $36.94 - $44.13   $37.94
     Exercised       (302,000)   $14.50 - $37.63   $18.26
     Canceled        (24,000)    $17.44 - $42.00   $29.19
Outstanding      at  3,327,000   $14.50 - $44.13   $27.64
December 31, 1997

<PAGE>

At December 31, 1997, 1996 and 1995, 2,000,000, 1,850,000 and  1,747,000 options
were  exercisable, respectively, under the Plan.  The following table summarizes
information about stock options under the Plan outstanding at December 31, 1997:
<TABLE>
<CAPTION>
Options Outstanding                               Options Exercisable
                       Weighted                                 
                       Average       Weighted                   
          Options      Remaining     Average                    Weighted
Range of  Outstanding  Contractual   Exercise     Exercisable   Average
Exercise  at 12/31/97  Life          Price        at 12/31/97   Exercise
Price                                                           Price
<S>       <C>          <C>           <C>          <C>           <C>
$14.50-   1,848,000    6 years       $18.62       1,725,000     $18.26
$23.69
$36.94-   1,479,000    9 years       $38.90       275,000       $39.15
$44.13
$14.50-   3,327,000                               2,000,000     
$44.13
</TABLE>

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, 1997, 134,000 options are both issued  and
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  1997,  1996 and 1995, shares issued under the Plan were 33,000, 72,000,  and
33,000,  respectively.  As  of December 31, 1997, 262,000  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  1997,
1996,  and  1995,  116,000,  119,000,  and 109,000  shares,  respectively,  were
outstanding under the plan.  Plan expense was  $657 in 1997, $559 in  1996,  and
$450  in 1995.  As of December 31, 1997, 65,000 shares of Millipore common stock
were available for future awards under this plan.

<PAGE>

Note O - 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  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 $6,700  in
1997, $4,866 in 1996, and $4,512 in 1995.

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 five 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 1997, 1996 and 1995.

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 7.0 percent
in 1997 and 7.5 percent in 1996, 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, 1997 and 1996 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
Corporation.
<TABLE>
<CAPTION>
                                               1997        1996
<S>                                            <C>         <C>
Actuarial    present   value    of    benefit              
obligations:
        Accumulated    benefit    obligation,              
including  vested  benefits  of  $(6,921)  on  $  (7,162)  $  (6,195)
December  31, 1997 and $(5,990)  on  December
31, 1996
     Projected benefit obligation for service  $  (7,824)  $  (7,022)
rendered to date
     Plan assets at fair value                      8,794       7,657
      Plan  assets  in  excess  of  projected          970         635
benefit obligation
     Unrecognized net actuarial loss                2,542       3,268
     Unrecognized prior service cost                100          111
      Unrecognized net asset being  amortized              
over 16.7 years                                (411)       (495)
       Prepaid   pension  cost  included   in   $   3,201   $   3,519
financial statements
</TABLE>
<TABLE>
<CAPTION>
                                                                         
                                       1997             1996             1995
<S>                                    <C>              <C>              <C>
Net  pension (expense)/income includes                                   
the following components
     Service cost                           $    (270)       $    29          $    179
     Interest cost                               (523)            (499)            (471)
     Return on plan assets                       1,551            788              942
     Amortization and deferral              (1,076)               (420)            (630)
     Net pension (expense)/income           $    (318)       $    (102)       $    20

</TABLE>


<PAGE>

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.

<TABLE>

Net periodic postretirement benefit cost included the following components:

<CAPTION>
                                                                   
                                   1997            1996            1995
<S>                                <C>             <C>             <C>
Service  cost-benefits  attributed      $    317        $    298        $    357
to service during the year
Interest   cost   on   accumulated                                 
postretirement benefit obligation            418             453             548
Net amortization and deferral                                               (93)
                                   (166)           (205)
Net     periodic    postretirement      $    569        $    546        $    812
benefit cost
</TABLE>
Summary information on the Company's plans as of December 31 is as follows:
                                                     
                                   1997              1996
Accumulated postretirement benefit                   
obligation:
Retirees and dependents                 $(3,164)          $(4,029)
Fully    eligible   active    plan           (203)             (176)
participants
Other active plan participants                       
                                   (3,217)           (2,604)
Accrued   postretirement   benefit                   
obligation                         (6,584)           (6,809)
Unrecognized   gain   from    past                   
experience  different
      from  that assumed and  from                   
changes in assumptions             (3,587)           (3,126)
Accrued   postretirement   benefit      $(10,171)         $(9,935)
cost

The  discount  rate  used in determining the accumulated postretirement  benefit
obligation  was  7.0  percent as of December 31, 1997  and  7.5  percent  as  of
December  31,  1996.  The assumed health care cost trend rate used in  measuring
the  accumulated  postretirement benefit obligation was  7.0  percent  in  1997,
declining gradually to 5.0 percent over 3 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, 1997  would  be
increased  by  $834  while  the  aggregate of  the  service  and  interest  cost
components  of  net  periodic postretirement benefit  cost  for  1997  would  be
increased by $118.
<PAGE>

Note P - 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, which are classified as corporate assets.
<TABLE>
<CAPTION>
                           Americas       Europe         Asia/Pacific   Eliminations   Total
<S>                        <C>            <C>            <C>            <C>            <C>
1997                                                                                   
Sales:                                                                                 
        Unaffiliated      $317,063       $222,452       $214,832            -         $754,347
customers
     Unaffiliated export:                                                              
                   Pacific                                                             
customers                  2,196                                                       2,196
                  European                                                             
customers                  2,376                                                       2,376
                     Total                                                             
unaffiliated               321,635        222,452        214,832        -              758,919
Transfer between areas     127,216        102,883        9,973     (240,072)           -
     Total sales        $ 448,851        $325,335      $224,805   $(240,072)         $758,919
                                
Operating profits        $50,299        $64,070        $10,846        $    -         $125,215
General corporate expenses                                                             (10,017)
Purchased   research   and                                                             (114,091)
development expenses
Gain  on  sale  of  equity                                                             
securities                                                                             8,330
Interest expense, net                                                                  
                                                                                       (27,547)
Loss before income taxes                                                               
                                                                                       $(18,110)
Identifiable assets       $586,401       $228,110       $151,751  $(220,287)          $745,975
Corporate assets                                                                            20,269
     Total assets                                                                           $766,244

1996                                                                                   
Sales:                                                                                 
        Unaffiliated      $215,875       $192,838       $208,229            -         $616,942
customers
     Unaffiliated export:                                                              
                   Pacific     839                                                         839
customers
                  European     954                                                         954
customers
                     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   and                                                                  (68,311)
development expenses
Gain  on  sale  of  equity                                                             
securities                                                                             5,329
Interest expense, net                                                                  
                                                                                       (8,718)
Income 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
                                                                                       
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                           Americas        Europe         Asia/Pacific    Eliminations   Total
<S>                        <C>             <C>            <C>             <C>            <C>
1995                                                                                     
Sales:                                                                                   
       Unaffiliated      $202,717        $185,402       $204,895                       $593,014
customers
     Unaffiliated export:                                                                
            Pacific           553                                                           553
customers
           European           899                                                           899
customers
                     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 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
                                                                                         
</TABLE>


<PAGE>

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, 1997 and 1996, and  the  related  consolidated
statements of income, shareholders' equity, and cash flows for each of the three
years in the period ended December 31, 1997.  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, 1997 and 1996, and the consolidated results  of  its
operations  and its cash flows for each of the three years in the  period  ended
December 31, 1997 in conformity with generally accepted accounting principles.


Boston, Massachusetts    Coopers & Lybrand L.L.P.
January 21, 1998, except for Note B,
for which the date is February 6, 1998.

<PAGE>
<TABLE>

Eleven-year Summary of Operations

Millipore Corporation
<CAPTION>
(In thousands, except per share 1997         1996        1995         1994        1993
data)
<S>                             <C>          <C>         <C>          <C>         <C>
Net sales                       $ 758,919    $618,735    $594,466     $497,252    $445,366
Cost of sales                   342,237      249,443     243,849      212,675     193,575
                                                                                  
Gross profit                    416,682      369,292     350,617      284,577     251,791
Selling,      general       and 245,585      202,140     195,026      159,591     145,647
administrative expenses
Research     and    development 55,899       38,429      36,515       34,327      34,952
expenses
Purchased      research       & 114,091      68,311      -            -           -
development expense
Restructuring charge            -            -           -            -           -
                                                                                  
Operating income                1,107        60,412      119,076      90,659      71,192
Gain    on   sale   of   equity 8,330        5,329       -            -           -
securities
Other income (expense), net     -            -           -            (10,800)    -
Interest income                 2,937        2,780       1,682        4,091       4,069
Interest expense                (30,484)     (11,498)    (10,623)     (7,035)     (12,038)
                                                                                  
(Loss)/Income  from  continuing                                                   
operations before income taxes  (18,110)     57,023      110,135       76,915     63,223
Provision for income taxes      20,674       13,401      24,781       17,306      14,225
                                                                                  
(Loss)/Income  from  continuing                                                   
operations before extraordinary (38,784)     43,622      85,354       59,609      48,998
item
Earnings      (loss)       from -            -           -            -           (10,851)
discontinued operations
Loss     on     disposal     of -            -           -            (3,400)     -
discontinued operations
                                                                                  
(Loss)/Income            before                                                   
extraordinary     item      and (38,784)     43,622      85,354       56,209      38,147
cumulative effect of change  in
accounting principle
                                                                                  
Extraordinary   item-loss    on -            -           -            -           (3,544)
early extinguishment of debt
                                                                                  
Cumulative effect of change  in                                                   
accounting
         for     postretirement -            -           -            -           -
benefits
                                                                                  
Net (Loss)/Income               $ (38,784)   $43,622     $ 85,354     $ 56,209    $ 34,603
                                                                                  
Net  income  per common  share-                                                   
BASIC:
       Income  from  continuing $    (0.89)  $     1.00  $     1.90   $     1.09  $     0.88
operations
       Net  income  per  common $    (0.89)  $     1.00  $     1.90   $     1.03  $     0.62
share
Net  income  per common  share-                                                   
DILUTED:
       Income  from  continuing $    (0.89)  $     0.98  $     1.86   $     1.07  $     0.87
operations
       Net  income  per  common $    (0.89)  $     0.98  $     1.86   $     1.01  $     0.62
share
Cash  dividends  declared   per   $   0.39    $     0.35 $   0.315    $   0.295   $   0.275
share
Weighted average common  shares                                                   
outstanding:
     Basic                      43,527       43,602      44,985       54,726      55,902
     Diluted                    43,527       44,457      45,887       55,644      56,049
                                                                                  
Financial Data                                                                    
                                                                                  
Working capital                 $  47,535    $  95,512   $  90,337    $100,649    $232,865
Total assets                    766,244      682,892     530,945      536,980     728,573
Long-term debt                  286,844      224,359     105,272      109,327     110,067
Shareholders' equity            $148,994     $217,605    $226,475     $221,277    $461,154
</TABLE>
The  Company adopted SFAS No. 109 "Accounting for Income Taxes" during 1992  and
restated tax provisions in 1991 and 1990.
<PAGE>
<TABLE>

Eleven-year Summary of Operations (continued)

Millipore Corporation

<CAPTION>
(In  thousands except  per  1992        1991         1990        1989         1988        1987
share data)
<S>                         <C>         <C>          <C>         <C>          <C>         <C>
Net sales                   $427,188    $415,075     $380,983    $365,825     $347,267    $298,728
Cost of sales               195,462     194,557      170,049     165,979      161,613     138,587
                                                                                          
Gross profit                231,726     220,518      210,934     199,846      185,654     160,141
Selling,    general    and  142,701     129,593      117,214     115,951      116,636     98,730
administrative expenses
Research  and  development  32,953      32,633       29,538       28,756      22,336        19,742
expenses
Purchased   research   and  -           -            -           -            -           -
development expense
Restructuring charge        -           -            17,103      -            -           -
                                                                                          
Operating income            56,072      58,292       47,079      55,139       46,682      41,669
Gain  on  sale  of  equity  -           -            -           -            -           -
securities
Other   income  (expense),  (2,415)     -            -           3,149        -           -
net
Interest income             6,888       6,182        6,723       3,914        3,450        2,234
Interest expense            (14,692)    (13,984)     (10,418)     (8,543)     (6,543)     (3,432)
                                                                                          
(Loss)/Income         from                                                                
continuing      operations  45,853      50,490       43,384      53,659       43,589      40,471
before income taxes
Provision for income taxes  10,317      14,570       13,629      11,619       10,955      10,040
                                                                                          
(Loss)/Income         from                                                                
continuing      operations  35,536      35,920       29,755      42,040       32,634      30,431
before extraordinary item
Earnings    (loss)    from  2,715       18,645       (6,678)     10,462       22,751      17,993
discontinued operations
Loss   on   disposal    of  -           -            -           -            -           -
discontinued operations
(Loss)/Income       before                                                                
extraordinary   item   and                                                                
cumulative    effect    of  38,251      54,565       23,077      52,502       55,385      48,424
change    in    accounting
principle
                                                                                          
Extraordinary item-loss on                                                                
early  extinguishment   of  -           -            -           -            -           -
debt
Cumulative    effect    of                                                                
change in accounting
       for  postretirement  (5,068)     -            -           -            -           -
benefits
                                                                                          
Net (Loss)/Income           $33,183     $54,565      $23,077     $52,502      $55,385     $48,424
                                                                                          
Net   income  per   common                                                                
share-BASIC:
          Income      from  $     0.63  $     0.64   $     0.53  $     0.74   $     0.58  $     0.54
continuing operations
     Net income per common  $     0.59  $     0.97   $     0.41  $     0.93   $     0.98  $     0.86
share
Net   income  per   common                                                                
share-DILUTED:
          Income      from  $     0.63  $     0.63   $     0.52  $    0.74    $    0.57   $     0.53
continuing operations
     Net income per common  $     0.58  $     0.95   $     0.40  $    0.92    $    0.97   $     0.84
share
Cash   dividends  declared  $   0.255   $   0.235    $   0.215   $  0.195     $  0.175    $   0.155
per share
Weighted  average   common                                                    
shares and equivalents:
     Basic                  56,484      56,588       56,614      56,646       56,658      56,688
     Diluted                56,763      57,227       57,064      57,109       57,330      57,566
                                                                                          
                                                                                          
Financial Data
                                                                                          
Working capital             $220,378    $247,399     $225,039    $249,777     $251,825    $168,594
Total assets                764,950     766,582      700,415     605,388      545,523     452,387
Long-term debt              103,332     107,759      102,961     94,788       103,472     6,378
Shareholders' equity        $452,835    $464,496     $427,008    $403,827     $362,800    $327,604
</TABLE>
<PAGE>
<TABLE>
Quarterly Results (Unaudited)

The Company's unaudited quarterly results are summarized below.
<CAPTION>
                            First       Second       Third       Fourth       
(In  thousands, except per  Quarter     Quarter      Quarter     Quarter      Year
share data)
<S>                         <C>         <C>          <C>         <C>          <C>
1997                                                                          
Net sales                   $ 178,839   $192,498     $ 184,544   $ 203,038    $ 758,919
Cost of sales               80,634      86,424       82,372      92,807       342,237
        Gross profit        98,205      106,074      102,172     110,231      416,682
Selling,    general    and  59,777      63,273       58,965      63,570       245,585
administrative expenses
Research  and  development  13,151      15,003       14,353      13,392       55,899
expenses
Purchased   research   and  114,091     -            -           -            114,091
development expense
                 Operating  (88,814)    27,798       28,854      33,269       1,107
(loss)/income
Gain  on  sale  of  equity  1,769       -            5,304       1,257        8,330
securities
Interest income             761         636          708         832          2,937
Interest expense            (6,024)     (8,159)      (8,026)     (8,275)      (30,484)
         (Loss)  /  income  (92,308)    20,275       26,840      27,083       (18,110)
before income taxes
Provision for income taxes  5,454       3,894        5,637       5,689        20,674
          Net   (loss)   /  $ (97,762)  $ 16,381     $ 21,203    $ 21,394     $ (38,784)
income
Per share information                                                         
          Net   (loss)   /                                                    
income per share:
                Basic       $ (2.25)    $ 0.38       $ 0.49      $ 0.49       $ (0.89)
                Diluted     $ (2.25)    $ 0.37       $ 0.48      $ 0.48       $ (0.89)
Weighted  average   common                                                    
shares outstanding
                Basic       43,391      43,512       43,565      43,629       43,527
                Diluted     43,391      44,274       44,428      44,344       43,527
                                                                              
                                                                              
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   and  -           -            -           68,311       68,311
development expense
                 Operating  34,981      34,716       28,303      (37,588)     60,412
income/(loss)
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   /  $ 25,233    $ 24,810     $ 22,052    $ (28,473)   $ 43,622
(loss)
Per share information                                                         
          Net   income   /                                                    
(loss) per share:
                  Basic     $ 0.57      $ 0.57       $ 0.51      $ (0.66)     $ 1.00
                  Diluted   $ 0.56      $ 0.56       $ 0.50      $ (0.66)     $ 0.98
Weighted  average   common                                                    
shares outstanding
                  Basic     44,163      43,642       43,335      43,284       43,602
                  Diluted   45,112      44,534       44,118      43,284       44,457
</TABLE>
<PAGE>

Investor Information

          Registrar and Transfer Agent

     Bank Boston, N.A.
     c/o Boston EquiServe
     P.O. Box 8040
     Boston, Massachusetts 02266-8040

          Annual Meeting

     The Annual Meeting of Shareholders of Millipore Corporation will be held at
our  Bedford, Massachusetts facility (80 Ashby Road) on Thursday, April 16, 1998
at 11 a.m.

          Dividend Reinvestment

      An automatic dividend reinvestment program is available to shareholders. A
descriptive brochure and authorization card are available on request.

          Reports

      Quarterly  results are available through facsimile, voice  mail,  and  the
Internet, or on request from the Company.  Form 10-K is filed annually with  the
Securities  and  Exchange Commission and is available on  the  Internet  and  on
request  from  the  Company.   To receive the latest quarterly  results  through
facsimile, call (800) 758-5804 (PIN# 101371); through voice mail call (800) 605-
5249; through the Internet go to URL http://www.millipore.com.  The 10-K is also
available  through that voice mail number and that Internet address.  For  other
investor information, contact:

     Geoffrey E. Helliwell
     Director of Treasury Operations
     Millipore Corporation
     80 Ashby Road
     Bedford, Massachusetts 01730-2271
     (781) 533-2032

          Common Stock

      Millipore's  Common  Stock is traded on the New York Stock  Exchange.  Our
symbol is MIL. Stock price information is shown below.

Millipore Stock Prices

Stock price data from the New York Stock Exchange is based on high and low sales
prices.   There were approximately 3,318 shareholders of record as  of  December
31, 1997.

                                                          Dividends Declared
                  Range of Stock Prices                   Per Share
                  1997                1996                1997      1996
                  High      Low       High      Low                 
First Quarter     $45.63    $38.88    $47.13    $36.00    $0.09     $0.08
Second Quarter    44.88     37.25     47.13     35.50     0.10      0.09
Third Quarter     51.88     41.06     43.13     33.88     0.10      0.09
Fourth Quarter    52.00     33.50     43.00     33.63     0.10      0.09