SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                          FORM 10-K
(Mark One)
Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee required)
For the fiscal year ended December 31, 1997 or
Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No fee required)
For the transition period from ___________ to ______________

Commission File Number   0-1052

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

       Massachusetts                           04-2170233
    (State or Other Jurisdiction of     (I.R.S. Employer
Identification No.)
    Incorporation or Organization)
    80 Ashby Road, Bedford, MA                   01730
    (Address of principal executive offices)    (Zip Code)
                       (781) 275-9200
    (Registrant's telephone number, including area code)
                              
Securities registered pursuant to Section 12(b) of the Act:
        Title of Class               Name of Exchange on Which
Registered
Common Stock, $1.00 Par Value       New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act: None
   Indicate by check mark whether the registrant:  (1) has  filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes  X   No
   Indicate  by  check  mark if disclosure of  delinquent  filers
pursuant  to  Item 405 of Regulation S-K is not contained  herein
and will not be contained, to the best of registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of Form 10-K or any amendment to this  Form
10-K.
   As  of  February 20, 1998, the aggregate market value  of  the
registrant's   voting  stock  held  by  non-affiliates   of   the
registrant was approximately $1,614,052,157 based on the  closing
price on that date on the New York Stock Exchange.
  As of February 20, 1998, 43,706,556 shares of the registrant's
Common Stock were outstanding.
             Documents Incorporated by Reference
  Document  Incorporated into Form 10-K
1997 Annual Report to Shareholders (pages 26 - 51 only)Parts I
and II
Definitive Proxy Statement, dated March 20, 1998  Part III

                                  Part I
Item 1.  Business.

The Company
  Millipore Corporation was incorporated under the laws of Massachusetts on
May  3,  1954.  Millipore is a leader in the field of membrane  separations
technology  and  develops, manufactures and sells products which  are  used
primarily  for  the  analysis, identification and purification  of  fluids.
Millipore's  separations products are based on a variety  of  membrane  and
other  technologies that effect separations through physical  and  chemical
methods   and   are  applied  primarily  to  biological  and  environmental
laboratory  research and testing, to pharmaceutical research, manufacturing
and  quality  control and to the purification of fluids  for  semiconductor
manufacturing.   The  Company  also sells  process  control  equipment  for
microelectronics  applications.  Millipore is an  integrated  multinational
manufacturer  of  these  products.   During  1997  approximately   62%   of
Millipore's  net  sales were made to customers outside the  United  States.
Industry and geographic segment information is discussed in Note P  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, 1997 (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.

  During the third quarter of 1994 the Company completed the divestiture of
its  analytical and life science instrument divisions.  The Company devoted
a  substantial portion of the cash proceeds from these divestitures to  buy
back  Millipore  Common  Stock.  For further information  concerning  these
transactions,  see "Restructuring and Divestitures" on page  6  below.   On
December  31,  1996,  Millipore  acquired  the  Amicon  Separation  Science
Business  of  W.  R.  Grace  &  Co. ("Amicon")  for  a  purchase  price  of
$129,300,000 in cash (including transaction costs).  This acquisition added
molecular  separation  and  purification  products  for  the  life  science
research  laboratory  and  for  pharmaceutical/biotechnology  manufacturing
applications as well as hollow-fiber membrane ultrafiltration  and  process
liquid  chromatography technologies to Millipore.  Amicon's  1996  revenues
were   approximately  $57,000,000.   Effective  as  of  January  27,  1997,
Millipore acquired all of the outstanding shares of common stock  of  Tylan
General,  Inc.  ("Tylan")  at a price of $16 per  share,  or  approximately
$133,000,000  plus  the  assumption of approximately  $23,600,000  of  pre-
existing  Tylan  debt.   The acquisition of Tylan  permitted  Millipore  to
extend  its  role  as  a  supplier of liquid and process  gas  purification
products   to  the  semiconductor  industry  to  include  the  manufacture,
marketing and sale of a broad range of precision mass flow controllers  and
pressure   and  vacuum  measurement  and  control  equipment  for  advanced
integrated circuit ("IC") fabrication processes.  Tylan had 1996  sales  of
approximately  $148,000,000.   For  financial  information  concerning  the
accounting  for  the  purchase of Amicon and  Tylan,  see  Note  C  to  the
Financial   Statements,  which  Note  is  hereby  incorporated  herein   by
reference.

Products and Technologies
   The  Company's  products  are used in analytical  applications  to  gain
knowledge  about  a  molecule,  compound or  micro-organism  by  detecting,
identifying and quantifying the relevant components of a fluid  sample  and
to   provide   ultrapure  water  for  critical  analytical   and   clinical
applications.    The   Company's  products  are   used   for   purification
applications by pharmaceutical manufacturing and research operations and by
microelectronics  manufacturing operations to isolate and  purify  specific
components  or  to  remove contaminants in a fluid stream.   The  Company's
products  are  also  used in microelectronics process gas  applications  to
purify  process  gases, to measure and control flow rates  in  process  gas
streams and to control pressure and vacuum levels in IC process chambers.

   The  Company  sells  more than 10,000 products.  The Company's  products
include  disc filters, filter devices and ancillary equipment and supplies,
filter-based  test  kits, laboratory water purification systems,  cartridge
filters  and  housings of various sizes and configurations, process  liquid
chromatography  systems,  process  filtration  systems,   precision  liquid
dispense  filtration pumps, resin based gas purifiers  and  mass  flow  and
pressure controllers.

  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  filtration  systems  and process chromatography  systems  to  meet
specific  needs of the customer.  The Company's products also  include,  in
some  cases,  proprietary  software designed to  operate  and/or  integrate
certain   of   its   other  products  or  systems  (particularly   membrane
ultrafiltration and chromatography systems).

    The   principal  separation  technologies  utilized  by  the  Company's
analytical and purification products are based on membrane filters  and  on
certain  chemistries,  resins and enzyme immunoassays  as  well  as  liquid
chromatography.   Membranes are used to filter either  the  wanted  or  the
unwanted  particulate, bacterial, molecular or viral entities from  fluids,
or  to  concentrate  and  retain such entities in  the  fluid  for  further
processing.   Some  of  the  Company's newer membrane  materials  also  use
affinity, ion-exchange or electrical charge mechanisms for separation.  The
Company's  laboratory water purification products combine  membrane,  resin
and  other  separations  technologies to provide customers  with  ultrapure
water for critical laboratory and clinical applications.  The Company's  IC
process  control  products use thermal-dynamic, pressure  differential  and
electromechanical  technologies to permit  IC  manufacturers  to  precisely
control  the purity of and rate at which process gases are introduced  into
the IC process chamber, the conditions in the chamber during processing and
the rate at which the gas is evacuated from the process chamber.

Customers and Markets
   The  Company  sells  its products primarily to the following  customers:
pharmaceutical/biotechnology,  microelectronics  and  food   and   beverage
companies  for  use  in their manufacturing processes; and  to  government,
university  and  private  research  and  testing  analytical  laboratories.
Within each of these customer groups, the Company focuses its sales efforts
upon those segments where customers have specific requirements which can be
satisfied by the Company's products.  The Company also sells its analytical
products,  filter cartridges and laboratory water purification  systems  to
chemical manufacturers and processors.

   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. The Company's mass flow and pressure control products are  sold
to  semiconductor  capital  equipment suppliers  as  well  as  directly  to
manufacturers  of ICs.  Sales to the microelectronics market accounted  for
35  percent  of  Millipore's 1997 consolidated sales.  The microelectronics
manufacturing market has experienced historic volatility, and the effect of
such volatility has, in the past, affected Millipore's sales growth.

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

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

Sales and Marketing
   The Company sells its products within the United States primarily to end
users  through  its own direct sales force and, in the case  of  analytical
products,  to  a  limited  extent through an independent  distributor.  The
Company  sells  its  products in international 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.  As of December  31,  1997,  the
Company's  marketing, sales and service forces consisted  of  approximately
1,200 employees worldwide.

   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,  purification  and
process  control  problems which may be addressed by its  products  and  to
adapt  its  products  and technologies to separations and  process  control
problems identified by its customers.

  The Company believes that its technical support services are important to
its  marketing efforts.  These services include assisting in  defining  the
customer's  needs, evaluating alternative solutions, designing  a  specific
system  to  perform the desired separation; training users,  and  assisting
customers in compliance with relevant government regulations.  In addition,
the  Company maintains a network of service centers located in  the  United
States  and  in key international microelectronics markets to  support  its
process gas measurement and control products.

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.   Research
and  development  activities related to the Company's  IC  process  control
products focuses upon developments which will address the evolving needs of
IC  manufacturers  and  development  of enabling  technologies  which  will
anticipate  those  needs.   Introduction  of  new  applications  frequently
requires  considerable  market  development  prior  to  the  generation  of
revenues.  Millipore performs most of its own research and development  and
does  not  provide  material  amounts  of  research  services  for  others.
Millipore's  aggregate  research and development expenses  (excluding  pre-
acquisition  amounts  spent by Amicon and Tylan) in  1995  and  1996  were,
$36,515,000  and $38,429,000, respectively.  In 1997 Millipore's  aggregate
research  and  development expenses were $56,299,000.  For a discussion  of
research  and  development write-offs relating  to  the  Amicon  and  Tylan
acquisitions, see Note C to the Financial Statements, which Note is  hereby
incorporated herein by reference.

   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 May of 1996 Millipore entered into an R&D,  supply  and
distribution agreement with Celsis International plc. designed  to  enhance
Millipore's entry into the rapid microbiological market, where there  is  a
need  for  faster, easier and more accurate ways to detect  microbiological
contamination.  The Celsis technology focuses on the development and supply
of rapid diagnostics and monitoring systems to detect and measure microbial
contamination.   Similarly, the Company has a previous agreement  with  IBC
Advanced Technologies, Inc. to develop a new class of purification products
to be marketed by Millipore.  While none of the foregoing agreements are of
a  size or scope which is material to the Company, they are examples of the
Company's  efforts  to  supplement its internal  research  and  development
activities.

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

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

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

Environmental Matters
   The  Company is subject to numerous federal, state and foreign laws  and
regulations  that impose strict requirements for the control and  abatement
of  air, water and soil pollutants and the manufacturing, storage, handling
and  disposal  of  hazardous substances and waste.  The  federal  laws  and
regulations include the Comprehensive Environmental Response, Compensation,
and  Liability Act, the Clean Air Act, the Clean Water Act and the Resource
Conservation  and  Recovery Act.  The Company is in substantial  compliance
with  applicable environmental requirements.  Because regulatory  standards
under   environmental  laws  and  regulations  are  becoming   increasingly
stringent, however, there can be no assurance that future developments will
not cause the Company to incur material environmental liabilities or costs.
See the discussion of pending legal proceedings in Item 3 below.

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

Restructuring and Divestitures
   In  August  1994, Millipore completed the divestiture of its  analytical
instrumentation divisions (the Waters Chromatography business and the  non-
membrane bioscience instrument business).  The Company realized a net  loss
of  $3.4 million in 1994 upon the disposition of those divisions, including
all  costs estimated to be incurred in connection with the divestitures  as
well  as  the  pre-tax operating losses generated by those  divisions  from
November  11,  1993 through the date of completion of the  divestitures.  A
substantial portion of the cash proceeds from these divestitures  was  used
by  the  Company to purchase Millipore Common Stock pursuant  to  a  "Dutch
Auction"  self  tender and to fund an open market share repurchase  program
which continued into 1995.

   In  partial  consideration for the sale of the  non-membrane  bioscience
instrument  division  the  Company  received  4,000  shares  of  Series   A
Redeemable  Convertible  Preferred  Stock  ($0.01  Par  Value)  ("Series  A
Preferred  Stock")  of  PerSeptive Biosystems,  Inc.  ("PerSeptive").   The
Series  A  Preferred Stock was redeemable in four equal annual installments
of 1,000 shares each, commencing August 1995, either in cash at $10,000 per
share  or  in the equivalent value as of each redemption date in PerSeptive
Common  Stock,  at  PerSeptive's  option.   Effective  January  22,   1998,
PerSeptive  was  merged  with a subsidiary of The Perkin-Elmer  Corporation
("Perkin-Elmer")  so  that PerSeptive became a wholly owned  subsidiary  of
Perkin-Elmer.   Pursuant  to  this merger all of  the  Company's  remaining
2,213,357  shares of PerSeptive Common Stock and 1,000 shares of  Series  A
Preferred  Stock  were  converted into an aggregate of  586,541  shares  of
Perkin-Elmer  Common Stock.  During the first quarter of 1998  the  Company
sold  these  Perkin-Elmer  shares  for  aggregate  cash  consideration   of
approximately $35,690,000.

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

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

   As of December 31, 1997, Millipore employed 4,754 persons worldwide,  of
whom  2,331  were  employed in the United States and  2,423  were  employed
overseas.

Executive Officers of Millipore
   The  following is a list, as of March 1, 1998, of the Executive Officers
of Millipore.  All of the following individuals were elected to serve until
the Directors Meeting next following the 1998 Annual Stockholders Meeting.
                                                       First Elected       .

To
                                                                              An
Present
Name           Age       Office                   Officer   Office
C. William
Zadel          54   Chairman of the Board,          1996     1996
                    President and Chief
                    Executive Officer of
                    the Corporation
Michael P. Carroll  47   Vice President             1992     1997
                    of the Corporation and               (As President
                    President of Millipore                of Millipore
                    Asia, Ltd.                             Asia Ltd.)
Douglas B. Jacoby   51   Vice President             1989     1989
                    of the Corporation
John E. Lary        51   Vice President             1994     1994
                    of the Corporation
Francis J. Lunger   52   Vice President             1997     1997
                    of the Corporation
                    and Chief Financial Officer
Joanna Nikka        46        Vice President        1996     1996
                    of the Corporation
Jeffrey Rudin       46   Vice President             1996     1996
                    of the Corporation
                    and General Counsel
Hideo Takahashi     56   Vice President of          1996     1979
                    the Corporation and                   (As President
                    President of Nihon                      of Nihon
                    Millipore                               Millipore)

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

   Mr.  Carroll joined Millipore in 1986 as Vice President/Finance for  the
Membrane  Products  Division following a ten-year  career  in  the  general
practice  audit  division of Coopers and Lybrand.   In  1988,  Mr.  Carroll
assumed  the  position of Vice President of Information Systems (worldwide)
and  in  December of 1990, he became the Vice President of Finance for  the
Company's  Waters  Chromatography Division.  Mr.  Carroll  was  elected  to
Corporate  Vice  President,  Chief  Financial  Officer  and  Treasurer   in
February,  1992.   In 1997 Mr. Carroll was elected President  of  Millipore
Asia Ltd.; he remains a Corporate Vice President.

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

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

   Mr.  Lunger  was  elected Vice President, Chief  Financial  Officer  and
Treasurer  of Millipore upon joining the Company in June 1997.  Mr.  Lunger
had been, since 1995, Senior Vice President and Chief Financial Officer  of
Oak  Industries, Inc., a developer, manufacturer and supplier of components
to  the telecommunications industry.  From 1994 until 1995, Mr. Lunger  had
been  acting  Chief Executive Officer and Chief Administrative  Officer  of
Nashua  Corporation,  a conglomerate with diverse businesses  ranging  from
office  supplies  to  photo finishing.  During the  period  1983-1994,  Mr.
Lunger  served  in  various  business operations and  financial  management
positions  with  Raychem  Corporation, an  international  material  science
company  serving  the  telecommunication, automotive,  energy  and  defense
markets,  including  Vice President and Group General Manager  (1992-1994);
Vice  President  and  Assistant Sector General  Manager  (1991-1992);  Vice
President, Finance (1988-1991) and Corporate Controller (1983-1984).

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

   Mr.  Rudin  was elected Corporate Vice President and General Counsel  in
December  1996.  Prior to joining Millipore, Mr. Rudin served Ciba  Corning
Diagnostics Corporation as Senior Vice President and General Counsel (since
1993) and as Vice President and General Counsel (1988 - 1993).

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

Item 2.  Properties.
   Millipore operates 19 manufacturing sites located in the United  States,
France,  Japan, Ireland, United Kingdom, Brazil and China.   The  following
table  identifies the major production sites which are owned  by  Millipore
and describes the purpose, floor space and land area of each.

                                           Floor Space Land Area
Location        Facility                                   Sq. Ft.    Acres
Bedford,       Executive Offices, research,                 352,000   31
MA             pilot production & warehouse
Danvers        Manufacturing and office           65,000         16
MA
Jaffrey,       Manufacturing, warehouse           169,000        31
NH             and office
Cidra,              Manufacturing, warehouse            134,000  36
Puerto Rico         and office
Molsheim,      Manufacturing, warehouse                 148,000       20
France              and office
Cork,               Manufacturing                  83,000        20
Ireland
Yonezawa,           Manufacturing and warehouse         144,000       7
Japan

   Millipore  owns  a total of approximately 1.25 million  square  feet  of
facilities  worldwide which are used for office, research and  development,
manufacturing  (including the manufacturing facilities  listed  above)  and
warehouse purposes.  All of these facilities are owned in fee and  are  not
subject to any material encumbrances.

   In  addition to its owned properties, Millipore currently leases various
manufacturing,  sales, warehouse, and administrative facilities  throughout
the  world.   Such  leases  expire at different times  through  2008.   The
aggregate  area  of  rented  space  is approximately  967,800  square  feet
(including leased facilities acquired in the Amicon and Tylan transactions)
and cost was approximately $16,423,000 in 1997.  While no single lease,  in
opinion  of Millipore, is material to its operations, the following  leased
facilities are the most significant:
 A  lease for premises abutting the Company's Bedford headquarters;  this
 lease  makes  75,000  square feet of building  available  to  Millipore,
 provides  for  a  term  expiring in 2005 and contains  rights  of  first
 refusal  and  options with respect to the purchase of  the  premises  by
 Millipore and the sale of the premises to Millipore.
 A  lease  of  a  134,000 square foot building which is adjacent  to  the
 leased property referred to in preceding paragraph for a term ending  in
 2006,  with renewal options for an aggregate of 20 years, as well  as  a
 purchase option.
 A  lease  of  a  building of 130,000 square feet located in  Burlington,
 Massachusetts,   approximately   5  miles   from   Millipore's   Bedford
 headquarters.   This  lease  was amended during  1997  to,  among  other
 things, extend the initial term until February 2002 and to provide for a
 single 3-year extension option.
 A  10  year  lease of approximately 13 acres of land located  in  Allen,
 Texas  (Dallas-Fort  Worth  vicinity) on which  a  178,000  square  foot
 building  is  being  constructed  for the  Company's  use.   This  lease
 provides  for  two  5 year extension options.  The Company  proposes  to
 consolidate  all of its microelectronics gas purification  and  advanced
 integrated  circuit  process control manufacturing  operations  in  this
 single  facility.   Currently,  these  operations  are  located  in  six
 separate leased and rented facilities located in Connecticut, California
 and  Texas,  the  most  significant of which is an  85,000  square  foot
 manufacturing facility located in Plano, Texas, currently subject  to  a
 lease expiring in 2012.  The Company anticipates that it will occupy the
 new Allen, Texas facility in late 1998.

   Except  for  the facilities located in Cidra, Puerto Rico and  Yonezawa,
Japan,  which  are currently underutilized by approximately  25%  and  30%,
respectively,  none of the above listed owned and leased  major  facilities
are materially underutilized.

   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.

   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")
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  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   $96,500,000  and  orders  Millipore  Cidra  to  manage   the
nitrocellulose membrane scrap as a hazardous waste.  The Company  believes
that  it  has  meritorious  defenses to  the  EQB  Order  and  intends  to
vigorously  contest the EQB Order.  While the Company  disputes  that  the
nitrocellulose  filter  membrane  scrap  produced  by  Millipore   Cidra's
manufacturing operations is a hazardous waste, since May 1997 it has  been
voluntarily  managing  the nitrocellulose membrane scrap  as  a  hazardous
waste.

   Over  the  past  15  years,  Millipore has  been  alleged  by  the  U.S.
Environmental  Protection  Agency ("EPA") to be a  potentially  responsible
party  ("PRP") under the Comprehensive Environmental Response, Compensation
and  Liability  Act  of  1980, as amended by the Superfund  Amendments  and
Reauthorization  Act of 1986 (SARA), or analogous state  law  ("CERCLA"  or
"Superfund")  with  respect  to a release, as defined  in  Section  101  of
CERCLA,  at  twelve  sites  to  which  chemical  wastes  generated  by  the
manufacturing operations of Millipore or one of its divisions may have been
sent.   The Company has paid approximately $14 million to date pursuant  to
consent  decrees  with the EPA and relevant state agencies  to  settle  its
liability at all of the Superfund sites at which the Company has been named
a  PRP.   These  consent decrees provide the Company with  a  release  from
further liability with respect to certain covered matters.  However, as  is
typical  with  such  consent decrees, EPA and the relevant  state  agencies
reserved  the  right  to  maintain actions against  the  settling  parties,
including the Company, in the event certain actions occur or do not  occur.
The  Company  believes that, based upon the number and size of  financially
solvent  PRPs participating at each Superfund site, the amount and type  of
wastes  which were potentially disposed of at these sites, and  the  likely
availability of contribution from other PRPs in the event that the  Company
were held jointly and severally liable at any of these sites, the aggregate
of  any  future remaining potential liabilities should not have a  material
adverse effect on the Company's financial condition.

  In 1993 the Company brought suit against The Travelers Indemnity Company,
Hartford  Accident  and Indemnity Company and Insurance  Company  of  North
America  in  U.S.  District Court for the District  of  Massachusetts  with
respect to five of the above Superfund sites at which the Company had  been
named a PRP, seeking recovery of the full costs of defending the actions at
such  sites, indemnification for its liability and damages for  unfair  and
deceptive  insurance  practices.  The U.S. District Court  ruled  that  the
Company's  insurers were not required to indemnify the  Company  for  costs
incurred  at such Superfund sites.  This decision was appealed to the  U.S.
Court  of  Appeals  for the First Circuit.  On May 30, 1997  the  Court  of
Appeals  issued  a ruling reversing the District Court's grant  of  partial
summary  judgement against the Company and affirming the  District  Court's
grant  of partial summary judgement in favor of the Company.  The case  has
been remanded to the District Court for further proceedings.

     The Company and Waters Corporation have been engaged in an arbitration
proceeding  and  a  related  litigation in the  Superior  Court,  Middlesex
County, Massachusetts since 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 Massachusetts Superior  Court  granted  the
Company's  motion  for  summary  judgement and  dismissed  the  arbitration
proceeding.  Waters filed a notice of appeal from that decision but did not
docket  the appeal in a timely fashion under applicable appellate rules  so
that  the  Superior  Court's judgement has become  final.   In  the  second
quarter  of 1996, Waters filed a Complaint in the U.S. District  Court  for
the  District of Massachusetts alleging that the Company's operation of its
Retirement Plan violates ERISA and certain sections of the Internal Revenue
Code.   The  U.S.  District Court granted Millipore's  motion  for  summary
judgement in late 1996.  Waters has appealed this ruling to the U.S.  Court
of  Appeals  for the First Circuit, where the appeal is currently  pending.
Although there can be no assurance as to the outcome of any judicial appeal
or that any federal agency 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.

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 51 of  Millipore's  Annual  Report  to
Shareholders  for  the year ended December 31, 1997, 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  48  and
49 of Millipore's Annual Report to Shareholders for the year ended December
31, 1997, 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  26  through   30   of
Millipore's  Annual Report to Shareholders for the year ended December  31,
1997, which information is hereby incorporated herein by reference.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

     This item is not applicable.

Item 8.  Financial Statements and Supplementary Data.

   The information called for by this item is set forth on pages 31 through
47  and  under the caption "Quarterly Results (Unaudited)" on  page  50  of
Millipore's  Annual Report to Shareholders for the year ended December  31,
1997, 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" in Millipore's definitive
Proxy  Statement for Millipore's Annual Meeting of Stockholders to be  held
on  April  16,  1998,  and  to be filed with the  Securities  and  Exchange
Commission  on  or  about  March  20, 1998,  which  information  is  hereby
incorporated herein by reference.
   Information  called  for  by  this item  with  respect  to  registrant's
executive officers is set forth under "Executive Officers of Millipore"  in
Item 1 of this report.

Item 11. Executive Compensation.

   The  information called for by this item is set forth under the  caption
"Management   and   Election  of  Directors-Executive    Compensation"   in
Millipore's  definitive Proxy Statement for Millipore's Annual  Meeting  of
Stockholders  to  be  held on April 16, 1998, and  to  be  filed  with  the
Securities  and  Exchange  Commission on or about  March  20,  1998,  which
information is hereby incorporated herein by reference.

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

   The  information called for by this item is set forth under the  caption
"Ownership  of  Millipore  Common Stock" in  Millipore's  definitive  Proxy
Statement  for Millipore's Annual Meeting of Stockholders to be held  April
16, 1998, and to be filed with the Securities and Exchange Commission on or
about  March 20, 1998, which information is hereby incorporated  herein  by
reference.

Item 13.  Certain Relationships and Related Transactions.

   The  information called for by this item is set forth under the  caption
"Management  and  Election  of  Directors  -  Executive  Compensation"   in
Millipore's  definitive Proxy Statement for Millipore's Annual  Meeting  of
Stockholders  to  be  held on April 16, 1998, and  to  be  filed  with  the
Securities  and  Exchange  Commission on or about  March  20,  1998,  which
information is hereby incorporated herein by reference.

                                  PART IV
Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
 (a)  1.  Financial Statements.
   The financial statements set forth on pages 31 through 47, the Report of
Independent  Accounts on Page 47 and the Quarterly Results (Unaudited)  set
forth on page 50 of Millipore's Annual Report to Shareholders for the  year
ended  December 31, 1997, are hereby incorporated herein by reference.   No
other  portion of such Annual Report to Shareholders shall be deemed to  be
incorporated  herein or filed with the Commission. Filed as Exhibit  23  to
this  report is  the Consent of Independent Accountants described under  3B
of this Item 14.
      2.  Financial Statement Schedules.
        No  financial  statement schedules have been included because  they
        are not applicable or not required under Regulation S-X.
      3.  List of Exhibits.
  A. The following exhibits are incorporated by reference:
Reg. S-K
Item 601(b)                               Referenced Document on
Reference                                  Document Incorporated file  with
the Commission
(3)    (i) Restated Articles of Organization,      Form 10-K Report  for
           as amended May 6, 1996               year ended December 31, 1996
                                                [Commission File No. 0-1052]
     (ii)            By  Laws, as amended        Form 10-K Report for  year
                                                 ended December 31, 1990
                                                 [Commission File No. 0-1052]
(4)   Indenture dated as of May 3, 1995,     Registration Statement on Form S-4
     relating  to  the  issuance  of  $100,000,000      (No.  33-58117)  and an
                                                   accompanying
     principal amount of Company's  Form T-1)
     6.78% Senior Notes due 2004
     Indenture dated as of April 1, 1997,    Registration Statement on Form S-
     3
     relating to the issuance of Debt        (No. 333-23025) and an accompanying
     Securities in Series           Form T-1)
(10)  Shareholder Rights Agreement   Form 8-K Report for April, 1988
     dated as of April 15, 1988     [Commission File No. 0-1052]
     between Millipore and The
     First National Bank of Boston
     Distribution Agreement, dated as of     Form 10-K Report for the year
     July 1, 1996, by and among Company      ended December 31, 1996
     and Fisher Scientific Company  [Commission File No. 0-1052]
     Revolving Credit Agreement, dated as of Form 10-K Report for the year
     January 22, 1997, among Millipore       ended December 31, 1996
     Corporation and The First National      [Commission File No. 0-1052]
     Bank of Boston, ABM AMRO Bank N.V.
     and certain other lending institutions
     Long Term Restricted Stock (Incentive)  Form 10-K Report for the year ended
     Plan for Senior Management*    December 31,1984 [Commission File
                                    No. 0-1052]
      1985 Combined Stock Option Plan*   Form 10-K Report for the year ended
                                      December 31, 1985 [Commission File
                                      No. 0-1052]
     Supplemental Savings and Retirement     Form 10-K Report for the year
     Plan for Key Salaried Employees of ended December 31, 1984
     Millipore Corporation*         [Commission File No. 0-1052]
Reg. S-K
Item 601(b)                               Referenced Document on
Reference                                  Document Incorporated file  with
the Commission
(10)  Executive Termination            Form 10-K Report for the year
[Cont'd]Agreement*                       ended December 31, 1984
                                      [Commission File No. 0-1052]
               1995 Employee Stock Purchase Plan  Form 10-K Report for the year
                                                ended December 31, 1994
                                                [Commission File No. 0-1052]
     1995 Management Incentive Plan*  Form 10-K Report for the year
                                             ended December 31, 1994
                                      [Commission File No. 0-1052]
*  A "management contract or compensatory plan"

  B.  The following Exhibits are filed herewith:
     (10) 1995 Combined Stock Option Plan, as amended
     (11)   Computation of Per Share Earnings
     (13)   Annual Report to Shareholders, December 31, 1997
     (21)   Subsidiaries of Millipore
     (23) Consent of Independent Accountants relating to the incorporation of
          their   report  on  the  Consolidated  Financial  Statements   into
          Company's  Securities  Act Registration Nos. 2-72124,  2-85698,  2-
          91432,  2-97280,  33-37319, 33-37323, 33-11-790, 33-59005  and  33-
          10801 on Form S-8 and Securities Act Registration Nos. 2-84252, 33-
          9706, 33-22196, 33-47213 and 333-23025 on Form S-3, and 33-58117 on
          Form S-4.
     (24)   Power of Attorney
     (27)   Financial Data Schedule
     
 (b)   Reports on Form 8-K.
       No reports on Form 8-K have been filed by Registrant during the
       last quarter of the fiscal year ended December 31, 1997.
 (c)   Exhibits.
       The  Company hereby files as exhibits to this Annual Report on  Form
       10-K  those  exhibits listed in Item 14(a)(3)(B)  above,  which  are
       attached hereto.
 (d)   Financial Statement Schedules.
       No  financial  statement schedules have been included  because  they
       are not applicable or not required under Regulation S-X.
                                SIGNATURES

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


Dated: March 9, 1998               By      /s/ Jeffrey Rudin
                              Jeffrey Rudin, Vice President

  Pursuant to the requirements of the Securities Exchange Act of 1934, this
report  has  been signed below by the following persons on  behalf  of  the
Registrant and in the capacity and on the dates indicated.
SIGNATURE                                         TITLE     DATE
C. WILLIAM ZADEL*        Chairman, President,     March 9, 1998
C. William Zadel         Chief Executive Officer,
                         and Director
/s/ Francis J. Lunger    Vice President           March 9, 1998
Francis J. Lunger        Chief Financial Officer
                         Treasurer
CHARLES D. BAKER*        Director                 March 9, 1998
Charles D. Baker
SAMUEL C. BUTLER*        Director                 March 9, 1998
Samuel C. Butler
ROBERT E. CALDWELL*      Director                 March 9, 1998
Robert E. Caldwell
MAUREEN A. HENDRICKS*    Director                 March 9, 1998
Maureen A. Hendricks
MARK HOFFMAN*            Director                 March 9, 1998
Mark Hoffman
STEVEN MULLER*           Director                 March 9, 1998
Steven Muller
THOMAS O. PYLE*          Director                 March 9, 1998
Thomas O. Pyle
JOHN F. RENO*            Director                 March 9, 1998
John F. Reno
ROBERT C. BISHOP*        Director                 March 9, 1998
Robert C. Bishop

*By       /s/ Jeffrey Rudin
Jeffrey Rudin, Attorney-in-Fact





                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549


                                 Form 10-K

                               ANNUAL REPORT

                                    OF

                           MILLIPORE CORPORATION

                For the Fiscal Year Ended December 31, 1997



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


                                 EXHIBITS


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







                             INDEX TO EXHIBITS
               Exhibit Volume
Exhibit No.     Description                                Page No.
3.1         Restated Articles of Organization,              **
            as amended May 6, 1996
3.2         By Laws, as amended                             **
4.1         Indenture dated as of May 3, 1995, relating to the issuance  of
            **
            $100,000,000 principal amount of Company's 6.78%
            Senior Notes due 2004
4.2         Indenture dated as of April 1, 1997, relating to**
            the issuance Debt Securities in Series
10.1        Distribution Agreement, dated as of July 1, 1996, by and  among
            **
            Company and Fisher Scientific Company
10.2        Revolving  Credit  Agreement, dated as  of  January  22,  1997,
            among                                           **
            Millipore Corporation and The First National Bank of Boston,
            ABM AMRO Bank N.V. and certain other lending institutions
            which are or become parties thereto
10.3        Shareholder Rights Agreement, dated as of April 15, 1988,   **
            between Millipore and The First National Bank of Boston
10.4        Long   Term  Restricted  Stock  (Incentive)  Plan  for   Senior
            Management                                      **
10.5        1985 Combined Stock Option Plan                 **
10.6        Supplemental Savings and Retirement Plan for Key**
            Salaried Employees of Millipore Corporation
10.7        Executive Termination Agreement                 **
10.8        Executive  "Sale of Business" Incentive Termination  Agreements
            **
10.9        1995 Employee Stock Purchase Plan               **
10.10       1995 Management Incentive Plan                  **
10.11       1995 Combined Stock Option Plan, as amended     3
11          Computation of Per Share Earnings               13
13          Annual Report to Shareholders, December 31, 199715
21          Subsidiaries of Millipore Corporation           47
23          Consent  of Coopers & Lybrand L.L.P.            49
24          Power of Attorney                                51
27          Financial Data Schedule                          54***
**          Incorporated   by  Reference  to  a  prior  filing   with   the
            Commission
***          EDGAR Filing only