-1-
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                              FORM 10-K

          Annual Report Pursuant to Section 13 or 15(d) of
                 the Securities Exchange Act of 1934
             For the fiscal year ended December 31, 1995
                    Commission File Number 0-1052

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

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

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

Registrant's telephone number, including area code 617-275-9200

Securities registered pursuant to Section 12(b) of the Act:
                                         Name of exchange
            Title of Class              on which registered

   COMMON STOCK, $1.00 PAR VALUE    NEW YORK STOCK EXCHANGE, INC.

     Securities registered pursuant to Section 12(g) of the Act:
                                None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X           No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of regulation S-K is not contained herein and will not be contained to
the best of registrant's knowledge in definitive proxy or information
statements incorporated by reference in Part III of Form 10-K or any
amendment to this Form 10-K      [  ]

As of January 31, 1996, the aggregate market value of the registrant's
voting stock held by non-affiliates of the registrant was approximately
$1,900,000,000 based on the closing price on that date on the New York Stock
Exchange.

As of March 8, 1996, 43,786,017 shares of the registrant's Common Stock were
outstanding.

                 DOCUMENTS INCORPORATED BY REFERENCE
     Document                           Incorporated into Form 10K
1995 Annual Report to Shareholders           Parts I and II
(pages 29-47 only)

Definitive Proxy Statement                   Part III
dated March 15, 1996
Item 1.  Business.

The Company

     Millipore Corporation was incorporated under the laws of Massachusetts
on May 3, 1954.  Millipore and its subsidiaries operate in a single business
segment, the analysis, identification and purification of fluids using
separations technology.  Business segment information is discussed in Note N
to the Millipore Corporation Consolidated Financial Statements (the
"Financial Statements") included in the Millipore Corporation Annual Report
to Shareholders for the year ended December 31, 1995 (the "Annual Report"),
which note is hereby incorporated herein by reference.  Unless the context
otherwise requires, the terms "Millipore" or the "Company" mean Millipore
Corporation and its subsidiaries.

     On November 11, 1993, Millipore announced that its Board of Directors
had approved a plan to focus the Company on its membrane business and to
divest operations of its Instrumentation Divisions (the Waters
Chromatography business and the non-membrane bioscience instrument
business).  These Divisions with separate product lines and with separate
customers have been accounted for as discontinued operations.

     In August of 1994 Millipore completed the divestiture of its
Instrumentation Divisions (the Waters Chromatography business and the non-
membrane bioscience instrument business). The Company realized a net loss in
1994 upon the disposition of these Divisions of $3.4 million which included
all costs estimated to be incurred in connection with the divestitures as
well as the pre-tax operating losses generated by the Divisions from
November 11, 1993 through the completion of the divestitures.  Net cash
proceeds from the divestitures were $258 million and the Company spent $216
million of such proceeds to buy back shares of its Common Stock in a Dutch
Auction Self Tender.  In the balance of 1994 and in 1995 the Company spent
an additional $142 million ($78 million in 1994 and $64 million in 1995) in
connection with its open market share repurchase program originally set at
the $100 million level and subsequently expanded to $150M.  As a result, as
of December 31, 1995 there were 44,262,147 shares of the Company's Common
Stock outstanding.  After giving effect to 2 for 1 stock split effected in
the second quarter of 1995, there were outstanding 46,266,434 shares on
December 31, 1994 and 56,006,160 shares on December 31, 1993.

     Millipore is a leader in the field of membrane separations technology.
The Company develops, manufactures and sells products which are used
primarily for the analysis and purification of fluids.  The Company's
products are based on a variety of membranes and certain other technologies
that effect separations, principally through physical and chemical methods.
Millipore is an integrated multinational manufacturer of these products.
During 1995, approximately 66% of Millipore's net sales were made to
customers outside the Americas.  For financial information concerning
foreign and domestic operations and export sales, see Note N to the
Financial Statements.


Products and Technologies

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

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

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

     The Company has more than 3,000 products.  Most of the Company's
products are listed in its catalogs and are sold as standard items, systems
or devices.  For special applications, the Company assembles custom
products, usually based upon standard modules and components.  In certain
instances, the Company also designs and engineers process systems to meet
specific needs of the customer.

Customers and Markets

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

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

     Microelectronics Industry.  The microelectronics industry uses the
Company's products to purify (by removing particles and unwanted
contaminating molecules), deliver, and monitor the liquids and gases used in
the manufacturing processes of semiconductors and other microelectronics
components.

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

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

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


Sales and Marketing

     The Company sells its products within the United States primarily to
end users through its own direct sales force. The Company sells its products
in foreign markets through the sales forces of its subsidiaries and branches
located in more than 30 major industrialized and developing countries as
well as through independent distributors in other parts of the world.
During 1995, the Company's marketing, sales and service forces consisted of
approximately 333 employees in the United States and 670 employees abroad.

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

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


Research and Development

     In its role as a pioneer of membrane separations Millipore has
traditionally placed heavy emphasis on research and development.  Research
and development activities include the extension and enhancement of existing
separations technologies to respond to new applications, the development of
new membranes, and the upgrading of membrane based systems to afford the
user greater purification capabilities.  Research and development efforts
also identify new separations applications to which disposable separations
devices would be responsive, and develop new configurations into which
membrane and ion exchange separations media can be fabricated to efficiently
respond to the applications identified.  Instruments, hardware, and
accessories are also developed to incorporate membranes, modules and devices
into total separations systems.  Introduction of new applications frequently
requires considerable market development prior to the generation of
revenues.  Millipore performs substantially all of its own research and
development and does not provide material amounts of research services for
others.  Millipore's research and development expenses in 1993, 1994 and
1995 with respect to continuing operations were, $34,952,000, $34,327,000
and $36,515,000 respectively.

     The Company has traditionally licensed newly developed technology from
unaffiliated third parties and/or acquired distribution rights with respect
thereto, when it believes it is in its long term interests to do so.  In
this tradition, in November of 1995 Millipore entered into an agreement with
IBC Advanced Technologies to combine their technologies to create a new
class of purification products which Millipore will take to its customers in
its markets.  This technology places ligands (organic molecules) on
membranes in order to selectively bind with a target molecule in solution,
for example a calcium, iron or aluminum ion.


Competition

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

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


Restructuring, and Divestitures

     On November 11, 1993 Millipore announced that its Board of Directors
had approved a plan to divest its Instrumentation Divisions (the Waters
Chromatography and non-membrane bioscience businesses) in order to focus the
Company on its membrane business.  The Company believes that the divestiture
of its chromatography business along with that of its non-membrane
bioscience business has enabled Millipore to better serve its membrane
customers, improve operating performance and increase shareholder value.
The divestitures were completed in August of 1994 and resulted in a net loss
of $3.4 million as detailed under the subheading "The Company" above.

     In the first quarter of 1993 the Company took a charge, with respect to
the restructuring of its Waters Chromatography Division, of $13,000,000.


Other Information

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

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

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

     Twenty-nine percent of Millipore's 1995 consolidated sales were to the
microelectronics manufacturing market, which has experienced historic
volatility, the effect of any such volatility in the future could
significantly affect Millipore's sales growth.  Similarly, since a large
percent of the Company's sales are transacted in foreign currencies, any
significant strengthening of the U.S. Dollar will have a negative impact on
reported sales growth and to a lesser extent on results of operations.
Other specific factors which could adversely affect Millipore's results of
operations are:  lower than expected sales volume which would reduce gross
margins; a substantial rise in interest rates; increased regulatory concerns
on the part of the biopharmaceutical industry, and the other concerns
described in Management's Discussion and Analysis contained on pages 29 to
31 of its 1995 Annual Report to Stockholders which is incorporated herein by
reference.

     Bringing the Company's facilities into compliance with federal, state
and local laws regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment has not, to date,
had a material effect upon Millipore's capital expenditures, earnings or
competitive position.  (See "Legal Proceedings.")

     As of December 31, 1995, Millipore employed 3,338 persons worldwide, of
whom 1,428 were employed in the United States and 1,910 overseas.
Executive Officers of Millipore

     There follows a listing as of March 1, 1996 of the Executive Officers
of Millipore.  All of the following individuals were elected to serve until
the Directors Meeting next following the 1996 Annual Stockholders Meeting.

                                                 First Elected:
                                                           To
                                                   An    Present
Name                 Age   Office               Officer  Office

John A. Gilmartin*    53   Chairman of the Board  1980     1986
                           President and Chief         (Chairman
                           Executive Officer of         in 1987)
                           the Corporation

Geoffrey Nunes        65   Senior Vice President  1976     1980
                           General Counsel

Glenda K. Burkhart**  44   Vice President         1993     1993
                           of the Corporation

Michael P. Carroll    45   Vice President of the Corporation
                           Chief Financial Officer and
                           Treasurer              1992     1992

Douglas B. Jacoby     49   Vice President         1989     1989
                           of the Corporation

John E. Lary          49   Vice President         1994     1994
                           of the Corporation

Hideo Takahashi       54   Vice President of      1996     1979
                           the Corporation and         (As President
                           President of Nihon           of Nihon
                           Millipore                    Millipore)



     Mr. Gilmartin joined Millipore's finance department in 1979, was
elected Vice President and Chief Financial Officer in 1980, Senior Vice
President in 1982, and to the additional position of President of the
Membrane Division in 1985.  In 1986, Mr. Gilmartin was elected President and
Chief Executive Officer of the Company and to the additional position of
Chairman in 1987.

     Mr. Nunes joined Millipore in 1976 as Vice President and General
Counsel and was elected a Senior Vice President in 1980.

     Ms. Burkhart joined Millipore in 1993 as Corporate Vice President/Human
Resources.  Prior to joining Millipore, she was a principal of Mass
Burkhart, a strategy consulting firm (1991-1993), responsible for
organization development and work force planning for Exxon Chemical (1989-
1991), a principal for Synectics, an organizational development consulting
firm (1986-1989), and a consultant for Bain and Co., a strategy consulting
firm (1984-1986).

     Mr. Carroll joined Millipore in 1986 as Vice President/Finance for the
Membrane Products Division following a ten-year career in the general
practice audit division of Coopers and Lybrand.  In 1988, Mr. Carroll
assumed the position of Vice President of Information Systems (worldwide)
and in December of 1990, he became the Vice President of Finance for the
Company's Waters Chromatography Division.  Mr. Carroll was elected to his
current position in February, 1992.

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

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

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


___________________________

*  On February 20, 1996, Mr. Gilmartin announced his resignation as
   President, Chief Executive Officer and Chairman of the Board of
   Millipore effective March 31, 1996.  It is expected Mr. Gilmartin will
   resign as a Director on April 30, 1996.  Also on February 20, 1996, C.
   William Zadel was elected to succeed Mr. Gilmartin as President, Chief
   Executive Officer and Chairman.  Mr. Zadel had been, since 1986,
   President and Chief Executive Officer of CIBA-Corning Diagnostics Corp.

** On March 13, 1996 Ms. Burkhart announced her resignation as Vice
   President of the Corporation to take effect in the latter part of April.

Item 2.  Properties.

     Millipore owns in excess of 1.1 million square feet of facilities
located in the United States, Europe and Japan.  The following table
identifies the principal properties owned by Millipore and describes the
purpose, floor space and land area of each.

                                             Sq.Ft.
                                             of Floor  Land
Location       Facility                      Space     Area


Bedford,       Executive Offices, research,  346,000   32 acres
Mass.          pilot production & warehouse

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

Jaffrey,       Manufacturing, warehouse      169,000   32 acres
N.H.           and office

Molsheim,      Manufacturing, warehouse      165,200   20 acres
France         and office

Yonezawa,      Manufacturing and warehouse   156,300    7 acres
Japan

Cork,          Manufacturing                  83,000   20 acres
Ireland

St. Quentin    Office and research            50,000    5 acres
France

               _____________________________________

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

     In addition to its foregoing properties, Millipore currently leases
various manufacturing, sales, warehouse, and administrative facilities
throughout the world.  Such leases expire at different times through 2006.
The rented space aggregate is approximately 666,000 square feet and cost was
approximately $4,883,000 in 1995.  No single lease, in the opinion of
Millipore, is material to its operations.

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


Item 3.  Legal Proceedings.

     Millipore has been, over the last 12 years, notified in ten
instances that the United States Environmental Protection Agency
("EPA") has determined that a release or a substantial threat of a
release of hazardous substances (a "Release") as defined in Section
101 of the Comprehensive Environmental Response Compensation and
Liability Act of 1980 ("CERCLA") as amended by the Superfund
Amendments and Reauthorization Act of 1986 (SARA) (the so-called
"Superfund" law) has occurred at certain sites to which chemical
wastes generated by the manufacturing operations of Millipore or one
of its divisions may have been sent.  These notifications typically
also allege that Millipore may be a responsible party under CERCLA
with respect to any remedial action needed to control or prevent any
such Release.  Under CERCLA the EPA may undertake remedial action in
response to a Release and responsible parties may be liable, without
regard to fault or negligence, for costs incurred.  As a result it is
possible, although highly unlikely given the large number and size of
financially solvent corporations participating at each site who have
been similarly notified, that the Company might be liable for all of
the costs incurred in such a cleanup.  In each instance Millipore
knows that it is only one of many companies and entities which
received such notification and who may likewise be held liable for
any such remedial costs.  In seven separate instances involving a
total of ten such sites, the Company has entered into consent
decrees, paid approximately $14.0 million, and received partial
releases.  The Company believes it has established reserves
sufficient to satisfy all known claims by the EPA, and that in any
event the aggregate of any future potential liabilities should not
have a material adverse effect on Millipore's financial condition.

The Company and Waters Corporation are engaged in an arbitration
proceeding and a related litigation in the Superior Court, Middlesex,
Massachusetts, both of which commenced in the second quarter of 1995
with respect to the amount of assets required to be transferred by the
Company's Retirement Plan in connection with the Company's divestiture
of its former Chromatography Division.  The Company believes that it
has meritorious arguments and should prevail.  The ultimate disposition
is not expected to have a material adverse effect on the Company's
financial condition.

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

                               PART II

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

     The information called for by this item is set forth under the caption
"Millipore Stock Prices" on page 47 of Millipore's Annual Report to
Shareholders for the year ended December 31, 1995, which information is
hereby incorporated herein by reference.

Item 6. Selected Financial Data.

     The information called for by this item is set forth under the caption
"Millipore Corporation Eleven Year Summary of Operations" on pages 44 and 45
of Millipore's Annual Report to Shareholders for the year ended December 31,
1995, which information is hereby incorporated herein by reference.

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

     The information called for by this item is set forth under the caption
"Management's Discussion and Analysis" on pages 29 to 31 of Millipore's
Annual Report to Shareholders for the year ended
December 31, 1995, which information is hereby incorporated herein by
reference.

Item 8.  Financial Statements and Supplementary Data.

     The information called for by this item is set forth on pages 32 to 43
and under the caption "Quarterly Results (Unaudited)" on page 46 of
Millipore's Annual Report to Shareholders for the year ended December 31,
1995, which information is hereby incorporated herein by reference.

Item 9.  Disagreements on Accounting and Financial Disclosure.

     This item is not applicable.

                              PART III

Item 10.  Directors and Executive Officers of Millipore.

     The information called for by this item with respect to registrant's
directors and compliance with Section 16(a) of the Securities Exchange Act
of 1934 as amended is set forth under the caption "Management and Election
of Directors--Nominees for Election as Directors" on pages 2 - 7 of
Millipore's definitive Proxy Statement, dated March 15, 1996, for
Millipore's Annual Meeting of Stockholders to be held on April 18, 1996,
which information is hereby incorporated herein by reference.

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

Item 11. Executive Compensation.

     The information called for by this item is set forth under the caption
"Management and Election of Directors-Executive  Compensation" on pages 13 -
16 of Millipore's definitive Proxy Statement, dated March 15, 1996, for
Millipore's Annual Meeting of Stockholders to be held on April 18, 1996,
which information is hereby incorporated herein by reference.

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

     The information called for by this item is set forth under the caption
"Ownership of Millipore Common Stock" on page 19 of Millipore's definitive
Proxy Statement, dated March 15, 1996, for Millipore's Annual Meeting of
Stockholders to be held
April 18, 1996, which information is hereby incorporated herein by
reference.

Item 13.  Certain Relationships and Related Transactions.

     The information called for by this item is set forth under the caption
"Management and Election of Directors - Executive Compensation" on pages 2 -
9 and 15 - 18 of Millipore's definitive Proxy Statement, dated March 15,
1996, for Millipore's Annual Meeting of Stockholders to be held on April 18,
1996, which information is hereby incorporated herein by reference.

                               PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

     (a)  The following documents are filed as part of this report:

          1.   Financial Statements

     The financial statements set forth on pages 32 through 43, the Report
of Independent Accountants on page 43 and the Quarterly Results (Unaudited)
set forth on page 46 of Millipore's Annual Report to Shareholders for the
year ended December 31, 1995, are hereby incorporated herein by reference.
Filed as part of this report are:

     (1)  Consent of Independent Accountants relating to the incorporation
of their report on the Consolidated Financial Statements into Registrant's
Securities Act Registration Nos. 2-72124, 2-85698, 2-91432, 2-97280, 33-
37319, 33-37323 and 33-11-790 on Form S-8 and Securities Act Registration
Nos. 2-84252, 33-9706, 33-20792, 33-22196, 33-47213 on Form S-3, and 33-
58117 on Form S-4.

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

     Items 5 through 8 and Item 14 (a) (1) of this Annual Report on Form 10-
K incorporate only the indicated portions of Pages 29 through 47 of
Millipore's Annual Report to Shareholders for the year ended December 31,
1995; no other portion of such Annual Report to Shareholders shall be deemed
to be incorporated herein or filed with the Commission.

     For purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall
be incorporated by reference into registrant's Registration Statements on
Form S-8 Nos.: 2-72124; 2-85698; 2-91432; 2-97280; 33-37319; 33-37323 and 33-
11-790:

          Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 (The "Act") may be permitted to directors,
     officers and controlling persons of the registrant pursuant to the
     foregoing provisions, or otherwise, the registrant has been advised
     that in the opinion of the Securities and Exchange commission such
     indemnification is against public policy as expressed in the Securities
     Act of 1933 and is, therefore, unenforceable.  In the event that a
     claim for indemnification against such liabilities (other than the
     payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful
     defense of any action, suit or proceeding) is asserted by such
     director, officer or controlling person in connection with the
     securities being registered, the registrant will, unless in the opinion
     of its counsel the matter has been settled by controlling precedent,
     submit to a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the Act
     and will be governed by the final adjudication of such issue.
          3.  Exhibits:

     A.   Incorporated by Reference

          Document Incorporated          Referenced Document on
                                         file with the Commission


          (3)  Amendment to Restated Articles     Form 10-K Report for
          of Organization dated May 22,      year ended 12/31/87
          1987 and By Laws                   and Form 10-K Report
for year ended 12/31/
                                             90 respectively

     (4)  Indenture dated as of May 3,       Registration Statement
          1995, relating to the issuance     on Form S-4 (No.
          of $100,000,000 principal amount   33-58117); and an
          of Registrant's 6.78% Senior       accompanying Form T-1)
          Notes due 2004

          (10) Except as may be included in this filing and set forth under
          "B" below, all of Millipore's various employee benefit and
          executive compensation plans and arrangements are incorporated
          herein by reference to the indicated documents filed with the
          Commission:

     Document                      Referenced Document on File
     Incorporated                  with the Commission:

     Shareholder Rights Agreement  Form 8-K Report for April, 1988
     dated as of April 15, 1988
     between Millipore and The
     First National Bank of Boston

     Long Term Restricted Stock    Form 10-K Report for the year
     (Incentive) Plan for Senior   ended December 31, 1984.
     Management*

     1985 Combined Stock Option    Form 10-K Report for the year
     Plan                          ended December 31, 1985

     Supplemental Savings and      Form 10-K Report for the year
     Retirement Plan for Key       ended December 31, 1984.
     Salaried Employees of
     Millipore Corporation

     Long Term Performance Plan    Form 10-K Report for the year
     for Senior Executives         ended December 31, 1984.

     Executive Termination         Form 10-K Report for the year
     Agreement*                    ended December 31, 1984.

               Executive "Sale of Business"  Form 10-K Report for the year
               Incentive Termination Agree-  ended December 31, 1993.
               ments (2)*

               1995 Employee Stock Purchase  Form 10-K Report for the year
               Plan                          ended December 31, 1994.

               1995 Management Incentive     Form 10-K Report for the year
               Plan*                         ended December 31, 1994.

     B.   The following Exhibits are filed herewith:

               (11)      Computation of Per Share Earnings

               (13)      Annual Report to Shareholders, December 31, 1995

               (21)      Subsidiaries of Millipore

               (23)      Consents of Experts (see page 19 hereto)

               (24)      Power of Attorney


               * A "management contract or compensatory plan"



                             SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

                              MILLIPORE CORPORATION
                              Geoffrey Nunes


                              By /s/ Geoffrey Nunes
                                Senior Vice President

Dated: March21, 1996

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacity and on the dates indicated.

SIGNATURE                TITLE                    DATE

JOHN A. GILMARTIN*       Chairman, President,     February 8, 1996
John A. Gilmartin        Chief Executive Officer,
                         and Director
/s/Michael P. Carroll
                         Vice President           February 8, 1996
Michael P. Carroll       Chief Financial Officer
                         Treasurer

CHARLES D. BAKER*        Director                 February 8, 1996
Charles D. Baker

SAMUEL C. BUTLER         Director                 February 8, 1996
Samuel C. Butler

MAUREEN A. HENDRICKS*    Director                 February 8, 1996
Maureen A. Hendricks

MARK HOFFMAN*            Director                 February 8, 1996
Mark Hoffman

GERALD D. LAUBACH*       Director                 February 8, 1996
Gerald D. Laubach

STEVEN MULLER*           Director                 February 8, 1996
Steven Muller

THOMAS O. PYLE*          Director                 February 8, 1996
Thomas O. Pyle

JOHN F. RENO*            Director                 February 8, 1996
John F. Reno




      *By /s/Geoffrey Nunes
             Attorney-in-Fact
             Geoffrey Nunes





                 CONSENT OF INDEPENDENT ACCOUNTANTS


     We consent to the incorporation by reference in the registration
statements of Millipore Corporation on Form S-8 (File Nos. 2-91432, 2-
72124, 2-85698, 2-97280, 33-37319, 33-37323, 33-11-790), on Form S-3
(File Nos. 2-84252, 33-9706, 33-22196, 33-20792, 33-47213) and on Form S-
4 (File No. 33-58117) of our report dated January 23, 1996 on our audits
of the consolidated financial statements of Millipore Corporation as of
December 31, 1995 and 1994, and for the years ended December 31, 1995,
1994, and 1993, which report is incorporated by reference in this Annual
Report on Form 10-K.




                                COOPERS & LYBRAND L.L.P.



Boston, Massachusetts
March 21, 1996





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                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C.  20549


                              Form 10-K

                            ANNUAL REPORT

                                 OF

                        MILLIPORE CORPORATION

             For the Fiscal Year Ended December 31, 1995



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


                              EXHIBITS


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






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                          INDEX TO EXHIBITS



   Exhibit No.          Description                  Tab No.


        (11)        Computation of Per Share Earnings  1

        (13)        Annual Report to Shareholders,
                    December 31, 1995                  2

        (21)        Subsidiaries of Millipore          3

        (23)        Consents of Experts
                    (see page 19 hereto)

        (24)        Power of Attorney                  4