Exhibit Volume Page 1 of 55

           MILLIPORE CORPORATION 1995 COMBINED STOCK OPTION PLAN

1.   PURPOSES OF THE PLAN
   This  Plan is intended to advance the interests of Millipore Corporation
(the "Corporation"), its subsidiaries and all its stockholders by providing
that  those employees who are responsible for the management and growth  of
the business of the Corporation and who are making and can continue to make
substantial  contributions to the success of that business, may  acquire  a
stock  ownership  in  the  Corporation, thus increasing  their  proprietary
interest  in  the  business,  providing them  with  greater  incentive  and
encouraging  their  continued service.  Accordingly, the  Corporation  will
grant  to  such  employees  as may be selected in  the  manner  hereinafter
provided,  options  to purchase shares of Common Stock of  the  Corporation
subject to the conditions hereinafter provided.
    The  Plan  is  also  intended  to  qualify  for  the  performance-based
compensation  exception provided in Section 162(m) of the Internal  Revenue
Code of 1986 (the "Code") on the number of options which may be granted  to
an optionee during any fiscal year.

2.   TYPE OF OPTIONS AVAILABLE UNDER THIS PLAN
   Subject to the conditions hereinafter provided, two types of options are
to  be  available  under  this Plan.  They are in  name,  "Incentive  Stock
Options" and "Non-Qualified Stock Options."

3.   STOCK SUBJECT TO THE PLAN
  Subject to the provisions of the next succeeding paragraph, the aggregate
number  of  shares of common stock issued under stock options that  may  be
granted  under  this Plan shall not exceed 1,500,000 shares of  the  common
stock  ($1.00  par  value) of the Corporation subject to  approval  by  the
stockholders at the 1996 Annual Meeting.
   If,  prior  to December 7,2005, an option granted under this Plan  shall
expire  or terminate for any reason without having been exercised in  full,
the  unpurchased shares shall (unless this Plan shall have been terminated)
become available for options to other employees.
   The shares to be issued upon exercise of options granted under this Plan
shall  be  made  available, at the discretion of the  Board  of  Directors,
either  from  the  authorized but unissued shares of common  stock  of  the
Corporation  or  from  the  shares  of  common  stock  re-acquired  by  the
Corporation, including shares purchased in the open market.

4.   ADMINISTRATION OF THE PLAN
  The Plan shall be administered by the Management Development Committee of
the  Board of Directors of the Corporation which shall consist of at  least
three  members (the "Committee"), and which shall be appointed by the Board
and   serve   at  its  pleasure.   To  the  extent  required  to   preserve
qualification of the Plan under Rule 16b-3 of the Securities  Exchange  Act
of  1934  (the "1934 Act") or Section 162(m) of the Code, or any  successor
provisions  members of the Committee shall be ineligible to participate  in
the Plan.
   Subject to review by the Board of Directors, the Committee from time  to
time  shall  approve  management's recommendations as to   those  employees
(other than the CEO) to whom options are to be granted under the Plan,  the
number  of  shares, the purchase price per share and the  other  terms  and
conditions  of each such option.  Upon appropriate action by the Committee,
stock  options shall be granted upon the terms and conditions set forth  in
the  Plan  and  such  additional  terms  and  conditions  not  inconsistent
therewith as the Committee may require.

5.   PRICE
   The purchase price per share of stock provided in each option shall  not
be  less than the fair market value of the stock at the time the option  is
granted,  nor less than the then par value thereof.  The fair market  value
shall  be defined as the closing price for the Corporation's stock  on  the
New  York  Stock  Exchange as reported on the composite tape  on  the  last
business  day prior to the date on which the option was granted, of  if  no
sale  of  the stock shall have been made on the New York Stock Exchange  on
that  day,  on  the next preceding day on which there was a  sale  of  such
stock.

6.   ELIGIBILITY OF OPTIONEES
   Options  will  be  granted  only to persons who  are  employees  of  the
Corporation  or  of  a  wholly-owned subsidiary  of  the  Corporation.   No
employee who, at the time the option is granted, owns stock possessing more
than  10 percent of the total combined voting power of all classes of stock
of  Millipore  or any of its subsidiaries will be eligible  to  receive  an
Incentive Stock Option under this Plan.  The term "employees" shall include
officers   as  well  as  other  employees  of  the  Corporation   and   its
subsidiaries.   No  member of the Board of Directors who  is  not  also  an
employee, nor shall a consultant to the Corporation be eligible to  receive
an option under this Plan.
   No  Participant may be awarded options under the Plan in any fiscal year
covering  more than 500,000 shares.  For purposes of the preceding sentence
to  the extent required for continued qualification of awards under Section
162(m)  of the Code, the repricing of an option shall be treated as  a  new
grant.  In the case of optionees subject to Section 16(b) of the 1934  Act,
the  Plan  shall  be construed and administered in all respects  consistent
with  the  intent  that the Plan be qualified under Rule 16b-3  promulgated
under the 1934 Act, including any successor rule.

7.   TERMS AND CONDITIONS OF OPTIONS
   Subject to the provisions of this Plan, the Committee shall have  power:
(a) to select the employees to be granted options (it being understood that
more  than  one option may be granted to the same person); (b) to determine
the  number of shares subject to each option; (c) to determine the type  of
option  to be granted to each employee; (d) to determine the time or  times
when the options will be granted; (e) to determine the option price of  the
shares  subject  to each option, which price shall not  be  less  than  the
minimum  specified in Section 4 of this Plan; (f) to determine the time  or
times  when each option may be exercised within the limits stated  in  this
Plan;  (g) to establish the terms of any restrictions applicable to  shares
of  Common Stock issuable upon exercise of options granted under the  Plan;
and (h) to prescribe the form, which shall be consistent with this Plan, of
the  instruments evidencing any options granted under this  Plan.   Options
may also contain other provisions, which shall not be inconsistent with any
of  the  foregoing  terms,  as the Committee shall  deem  appropriate.   No
option,  however, nor anything contained in the Plan shall confer upon  any
optionee any right to continue in the Corporation's employ or limit in  any
way  the Corporation's right to terminate his or her employment at anytime.
In  no  event  shall the loss of profit or potential profit in  any  option
constitute  an  element  of  damages in the event  of  termination  of  the
employment  relationship of the optionee, even if  the  termination  is  in
violation of an obligation of the Corporation or any of its subsidiaries.
   Each  Incentive  Stock Option granted under this Plan shall  be  granted
within  10 years of the adoption of this Plan by the Board of Directors  or
its approval by the shareholders, whichever is earlier.
   Each  option granted under this Plan shall terminate not later than  ten
years after the date on which it was granted.  The Board of Directors  may,
in  its discretion, prescribe a shorter period for any individual option or
options.
   In  addition to the other terms and conditions for Non-qualified Options
set forth in this Plan, each Incentive Stock Option granted under this Plan
shall be subject to the following conditions:
 a) The  option  will  be  a  separate instrument  bearing  the  heading
     "Incentive Stock Option".
 b) Each  option, by its terms, will commit the optionee to  inform  the
     Corporation  in writing of any disposition of shares  (acquired  by
     him under the option) prior to two years from the date of grant  or
     one year from the date of exercise.
   An employee electing to exercise an option shall give written notice  to
the Corporation of such election and of the number of shares he has elected
to purchase, the type of option he is exercising (Incentive Stock Option or
Non-Qualified Stock Option), and shall at the time of purchase  tender  the
full  purchase price either in (a) cash or certified check or by bank draft
in  U.S.  dollars, or (b) shares of Millipore Common Stock  having  a  fair
market value (as that term is defined in Section 5) on the date of delivery
equal to the full purchase price. Until the employee has made such payment,
by  any  of  these  means,  and has had issued  to  him  a  certificate  or
certificates  for the shares so purchased, he shall possess no  stockholder
rights with respect to any such share or shares.  Payment may also be  made
by  delivery (including by FAX) to the Corporation or its designated  agent
of  an  executed  irrevocable option exercise form  to  sell  a  sufficient
portion  of  the  shares  and deliver the sale  proceeds  directly  to  the
Corporation to pay for the exercise price.
   The Corporation's obligation to deliver shares upon the exercise of  any
option (or cash in lieu thereof as provided below) shall be subject to  any
applicable Federal, State and local tax withholding requirements.   Options
granted under the Plan may provide, in addition, that the Corporation shall
also  have the right, in lieu of delivering any or all shares, as to  which
an  option  has been exercised to elect to pay the optionee a sum  in  cash
equal to the difference between the fair market value of such shares on the
date of exercise and the purchase price that would otherwise be payable  by
the optionee to acquire such shares.

8.   CAPITAL CHANGES
  This Plan shall continue (unless specifically terminated) notwithstanding
changes of the shares of common stock of the Corporation ($1.00 par  value)
into, or any exchange of them for, a different number and/or kind of shares
of  stock  of  this  Corporation.   It is  intended  that  options  granted
thereunder shall continue notwithstanding any such changes or exchanges and
notwithstanding any changes or exchanges of such shares into or for  shares
of another corporation which succeeds to the business of the Corporation or
becomes related to it, whether or not such change or exchange results  from
a    recapitalization,   split-up,   corporate   merger,    reorganization,
consolidation  or  separation, acquisition of  property  for  stock,  stock
dividend, issuance of stock rights, liquidation or otherwise.  In the event
of  such  a change or exchange, to carry out such intention, an appropriate
adjustment shall be made in the shares on which options may be granted  and
in  the  shares  subject to option (including the total  number  of  shares
authorized under Section 2 above and the annual Section 162(m) limit  under
Section  5  above) and the purchase price of same with respect  to  options
theretofore  granted,  provided  that  an  optionee  shall  not  be   given
additional benefits which he did not have under the old option before  such
adjustment, substitution or assumption and provided further that the excess
of  the  aggregate fair market value of the shares subject to option,  over
the  aggregate  option price, is not increased, but the  option  shall  not
become  exercisable  as to a fractional share.  Subject  to  the  foregoing
limitations  the  terms of any such adjustment shall be determined  by  the
Board  of  Directors  and such determination made in good  faith  shall  be
final,  provided  that  if  another  corporation  assumes  the  option   or
substitutes another option its determination of the terms shall be final.

9.   NON-ASSIGNABILITY AND NON-TRANSFERABILITY OF OPTIONS
   No Incentive Stock Option and, except to the extent permitted under Rule
16b-3  and  in  the Committee's discretion, no non-qualified  stock  option
granted  under the Plan shall be assignable or transferable by the optionee
other than to the Corporation except by his last will and testament, or  by
the  laws  of descent and distribution, and such option shall be  exercised
during his lifetime only by the optionee.

10.  TERMINATION OF ASSOCIATION
   If and when an optionee shall cease to be an employee of the Corporation
(or  a subsidiary), any option granted to him under this Plan shall, except
as   otherwise   provided  in  this  Section  10,  terminate   immediately.
Notwithstanding the foregoing, an optionee shall not be considered to  have
ceased  employment  during any period in which the  optionee  is  receiving
severance benefits in the form of salary continuation.  During such period,
an  option will be exercisable to the extent it would have been exercisable
had the optionee remained in the employ of the Corporation.
   The  Corporation may provide for an optionee a special  exercise  period
which   will apply if his employment terminates due to retirement at normal
retirement  age  (as defined in the Corporation's Retirement  Plan)  or  he
terminates  his  employment earlier with consent of the  Corporation.   The
special exercise period will begin on the date of termination of employment
and  end  on the earlier of the expiration date of the option or the  fifth
anniversary  of the date of termination of employment.  During such  period
the option will be exercisable to the extent it would have been exercisable
had  the  optionee remained in the employ of the Corporation.  Any question
whether  or when an optionee has retired or terminated his employment  with
the  consent  of the Corporation shall be determined by the Committee,  and
its determination shall be final.
   If  an optionee dies while employed by the Corporation (or a subsidiary)
or  during  a special exercise period provided under this Section  10,  his
option may be exercised in accordance with Section 11.
  Notwithstanding the provisions of the preceding paragraph the Corporation
shall  have  the right, but shall not be required, to repurchase  from  any
employee who terminates his employment without the consent and approval  of
the  Corporation,  within six months of the exercise  of  any  option,  the
shares  of the Corporation's Common Stock so purchased by said employee  at
their original price (or exercise) price.

11.  DEATH OF OPTIONEE
   Should  an  optionee die while in the employ of the  Corporation  (or  a
subsidiary),  or  within a special exercise period provided  to  him  under
Section 10, any option held by him at death may be exercised by his estate,
or  by the person or persons designated in his last will and testament,  as
follows:  In  the  case of death during employment,  each  option  will  be
exercisable until the earlier of the first anniversary of his death and the
original  expiration  date  of the option to  the  extent  the  option  was
exercisable  by the optionee at the time of death.  In the  case  of  death
during  a  special exercise period, each option will be exercisable  during
the  remainder of such period to the extent it would have been  exercisable
had the employee lived.

12.  ADOPTION OF OUTSTANDING OPTIONS OF ACQUIRED COMPANIES
  The Board of Directors of the Corporation may adopt as Options under this
Plan outstanding options of acquired companies (whether issued pursuant  to
an  appropriately authorized and adopted stock option plan or not) provided
that  the  option or options thus adopted are on terms and conditions  that
would  have been permitted as an Option granted under this Plan as  of  the
original  date  of  grant  by the acquired corporation.   Such  Options  as
adopted  may provide for pro rata changes in exercise prices and in  number
of  shares covered by the option to reflect the exchange ratio involved  in
any  acquisition  in which common stock of this Corporation  is  issued  to
holders of common stock of the acquired corporation.

13.  AMENDMENTS TO THE PLAN
   The  Board  of  Directors  of the Corporation or  the  shareholders  may
terminate or amend the Plan in any respect at any time, except that (a)  no
action  of  the  Board or the shareholders may impair an optionee's  rights
under  any  outstanding option without his consent,  and  (b)  without  the
approval of the shareholders, the total number of shares that may  be  sold
under  the  Plan  may  not be increased (except by adjustment  pursuant  to
Section  8), the provisions of Section 5, regarding eligibility  and  award
limitations  under Section 162(m) of the Code, may be not be modified,  the
purchase price at which shares may be offered pursuant to options  may  not
be  reduced (except by adjustment pursuant to Section 8) and the expiration
date  of the Plan may not be extended.  The Committee may at any time amend
any outstanding option (including without limitation by reducing the option
price)  or grant new options in substitution for canceled options; provided
that  without  the  approval of shareholders: (i) no amendment  or  regrant
shall  operate to exceed the award limitations of Sections 2 or 5; (ii)  no
amendment  or regrant of an option hereunder shall be effective unless  the
terms  of the amended or regranted option would have been permissible under
the Plan if part of an option newly granted as of the date of the amendment
or  regrant; and (iii) no such amendment of an outstanding option shall  be
effective  to  impair  the rights of the optionee, without  the  optionee's
consent.

14.  APPLICATION OF FUNDS
   The  proceeds  received by the Corporation pursuant to  options  granted
under this Plan will be used for general corporate purposes.

15.  EFFECTIVE DATE OF THE PLAN
   This  Plan shall be submitted to the shareholders of the Corporation  at
the  annual  meeting  in 1996 and, if approved by the  shareholders,  shall
thereupon become effective.

16.  TERMINATION DATE OF THE PLAN
   This Plan shall terminate 10 years from the date this Plan is adopted by
the  Board of Directors (December 7, 1995), unless another earlier time  is
prescribed by the Board of Directors.

           MILLIPORE CORPORATION 1995 EMPLOYEE STOCK OPTION PLAN
                                     
                                Amendment 1
                                     
   WHEREAS,  Millipore Corporation (the "Corporation") has  had  in  effect
since 1995, the Millipore Corporation 1995 Combined Stock Option Plan  (the
"1995  Plan")  under which the grant to key employees of both Non-Qualified
Stock  Options  and  Incentive Stock Options to purchase  Millipore  Common
Stock is authorized.
   WHEREAS,  the Corporation now desires to amend the 1995 Plan to  provide
for  the  automatic inclusion of a Special Exercise Period with respect  to
Non Qualified Stock Options granted on and after December 1, 1997;
   WHEREAS, pursuant to Section 13 of the 1995 Plan, the Board of Directors
has  reserved  the right, subject to the provisions thereof, to  amend  the
Plan in whole or in part;
  NOW, THEREFORE, the 1995 Plan is hereby amended, as follows:
   By  amending  Section 10 - Termination of Association -  to  delete  the
present  language  in its entirety and to substitute in  lieu  thereof  the
following:
 10.TERMINATION OF ASSOCIATION
     If  and  when  an  optionee shall cease to be an  employee  of  the
 Corporation  (or a subsidiary), any option granted to  him  under  this
 Plan  shall, except as otherwise provided in this Section 10, terminate
 immediately.  Notwithstanding the foregoing, an optionee shall  not  be
 considered  to have ceased employment during any period  in  which  the
 optionee  is  receiving  severance  benefits  in  the  form  of  salary
 continuation.  During such period, an option will be exercisable to the
 extent it would have been exercisable had the optionee remained in  the
 employ of the Corporation.
     The Committee may provide for an optionee a special exercise period
 which  will  apply  if his employment terminates due to  retirement  at
 normal retirement age (as defined in the Corporation's Retirement Plan)
 or  he  terminates  his  employment earlier with  the  consent  of  the
 Corporation  (the  "Special Exercise Period").   The  Special  Exercise
 Period  will begin on the date of termination of employment and end  on
 the  date  specified by the Committee, but in no event later  than  the
 earlier  of  the expiration date of the option or the fifth anniversary
 of  the  date  of  termination of employment.  During such  period  the
 option will be exercisable to the extent it would have been exercisable
 had the optionee remained in the employ of the Corporation.
     With  respect to Non Qualified Stock Options granted  on  or  after
 December 1, 1997, each option agreement shall provide that the  Special
 Exercise Period shall apply without further consent of the Committee if
 an  optionee's  employment with the Corporation terminates  after  such
 optionee  has attained age 62 and completed ten (10) years  of  Service
 (as defined in the Corporation's Retirement Plan) with the Corporation.
     Any  question whether or when an optionee has retired or terminated
 his  employment with the consent of the Corporation shall be determined
 by the Committee, and its determination shall be final.
       If  an  optionee  dies while employed by the  Corporation  (or  a
 subsidiary)  or  during a Special Exercise Period provided  under  this
 Section 10, his option may be exercised in accordance with Section 11.
     Notwithstanding  any  provision contained herein,  the  Corporation
 shall have the right, but shall not be required, to repurchase from any
 employee who terminates his employment without the consent and approval
 of  the  Corporation, within six months of the exercise of any  option,
 the  shares  of  the  Corporation's Common Stock so purchased  by  said
 employee at their original price (or exercise) price.