THE COMMONWEALTH OF MASSACHUSETTS
                              
                   MICHAEL JOSEPH CONNOLLY
                     Secretary of State
           ONE ASHBURTON PLACE, BOSTON, MASS 02108
                              
                                                     Federal
Identification
                                        No. 04-2170233

              RESTATED ARTICLES OF ORGANIZATION
                              
           General Laws, Chapter 158B, Section 74
                              
      This certificate must be submitted to the Secretary of
the  Commonwealth within sixty days after the  date  of  the
vote  of  stockholders  adopting the  restated  articles  of
organization.   The  fee  for  filing  this  certificate  is
prescribed by General Laws, Chapter 156B, Section 114.  Make
check payable to the Commonwealth of Massachusetts.

                    _________________

We,   John  G.  Mulvany,  President,  and  Geoffrey   Nunes,
Assistant Clerk of

                    MILLIPORE CORPORATION
                              
located  at 80 Ashby Road, Bedford, Massachusetts  01730  do
hereby  certify  that  the  following  restatement  of   the
articles of organization of the corporation was duly adopted
at  a  meeting  held on May 2, 1985, by vote  of  10,072,345
shares of Common out of 13,773,701 shares outstanding, being
at  least two-thirds of each class of stock outstanding  and
entitled  to  vote  and of each class  or  series  of  stock
adversely affected thereby -

     1.   The name by which the corporation shall be known
is Millipore Corporation.

      2.    The purposes for which the corporation is formed
are as follows:

To manufacture, develop, buy, sell, assemble, install and in
any way deal in and with all kinds of filters and filtration
and  sterilization systems and products  and  all  kinds  of
laboratory  equipment and accessories; to carry on  research
in  the  compounding  of chemicals  and  in  the  fields  of
concentrating,   sterilizing,   culturing   and    filtering
microscopic and sub-microscopic particles in and from liquid
and  gaseous  systems and to use, manufacture and  sell  any
products  or processes which may result from such  research;
to  use,  manufacture, develop, buy, sell, assemble, install
and otherwise deal in and with tangible personal property of
all  kinds and description; to purchase or otherwise acquire
all  patents, patent rights, privileges, trade marks,  trade
names and privileges of any country which might seem capable
of being used for or in connection with any of the


                  See Continuation Sheet 2A
                              
      3.   The total number of shares and the par value,  if
any,  of  each  class  of  stock which  the  corporation  is
authorized to issue as follows:

               WITHOUT PAR VALUE             WITH PAR VALUE
CLASS OF STOCK NUMBER OF SHARES    NUMBER OF SHARES    PAR VALUE

Preferred            NONE
NONE

Common               NONE               40,000,000
$1.00


     *4.  If more than one class is authorized, a description of
each of the different classes of stock with, if any, the
preferences, voting powers, qualifications, special or relative
rights or privileges as to each class thereof and any series now
established:

          NONE

     *5.  The restrictions, if any, imposed by the articles of
organization upon the transfer of shares of stock of any class are
as follows:

          NONE

     *6.  Other lawful provisions, if any, for the conduct and
regulation of the business and affairs of the corporation, for its
voluntary dissolution, or for limiting, deriving, or regulating
the powers of the corporation, or of its directors or
stockholders, or any class of stockholders:

          The Directors may make, amend or repeal the By-Laws in
whole or in part, except with respect to any provision thereof
which by law or by the By-Laws requires action by the
Stockholders.

          Meetings of the Stockholders may be held anywhere in the
United States.

*if there are no such provisions, state "None".



                    Continuation Sheet 2A
                              
objects or purposes of this corporation, and to grant licenses for
the  use  of  and  to sell or otherwise dispose of  such  patents,
patent  rights,  trade marks, trade names and  privileges  in  any
country;  to  carry on any business permitted by the  law  of  the
Commonwealth of Massachusetts to a corporation organized under the
Business  Corporation  Law;  and  to  do  each  and  every   thing
necessary, suitable or proper for the accomplishment of any of the
purposes  or  the  attainment of any one or more  of  the  objects
herein  enumerated or which shall at any time appear conducive  to
or expedient for this corporation.


*We  further  certify  that  the foregoing  restated  articles  of
organization  effect no amendments to the articles of organization
of the corporation as heretofore amended, except amendments to the
following articles - Article 3.

(*if there are no such amendments, state "None".)


         Briefly describe amendments in space below:

Article  3.   Amended  to  increase the  authorized  capital  from
20,000,000  shares of Common Stock, $1.00 Par Value, to 40,000,000
shares of Common Stock, $1.00 Par Value.

IN  WITNESS  WHEREOF AND UNDER THE PENALTIES OF PERJURY,  we  have
hereto signed our names this 6th day of June in the year 1985.

John G. Mulvany, President

Geoffrey Nunes, Assistant Clerk



              THE COMMONWEALTH OF MASSACHUSETTS
                              
              RESTATED ARTICLES OF ORGANIZATION
          (General Laws, Chapter 156B, Section 74)
                              
I hereby approve the within restated articles of organization
and the filing fee in the amount of $10,150.00 having been paid,
     said articles are deemed to have been filed with me
                this 11th day of June, 1985.
                              
                              
                        MICHAEL JOSEPH CONNOLLY
                     Secretary of State
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
               TO BE FILLED IN BY CORPORATION
                              
 Photo Copy of Restated Articles of Organization to be Sent
                              
               TO:  Peter W. Walcott, Esquire
                    Millipore Corporation
                        80 Ashby Road
                      Bedford, MA 01730
                 Telephone - 275-9200, X8496
                              
                              
                              
                              
                              
                              
                              
                              
                              
              THE COMMONWEALTH OF MASSACHUSETTS
                              
                   MICHAEL JOSEPH CONNOLLY
                              
                     Secretary of State
                              
          ONE ASHBURTON PLACE, BOSTON, MASS.  02108
                              
                                                           Federal
Identification
                                             No. 04-21702333

                    ARTICLES OF AMENDMENT
           General Laws, Chapter 156B, Section 72
                              
This  certificate  must  be submitted  to  the  Secretary  of  the
Commonwealth  within  sixty days after the date  of  the  vote  of
stockholders  adopting the amendment.  The  fee  for  filing  this
certificate  is prescribed by General Laws, Chapter 156B,  Section
114.
Make check payable to the Commonwealth of Massachusetts.

We,  John  A.  Gilmartin, President and Geoffrey Nunes,  Assistant
Clerk  of Millipore Corporation located at 80 Ashby Road, Bedford,
MA  01730  do hereby certify that the following amendment  to  the
articles of organization of the corporation was duly adopted at  a
meeting  held  on April 24, 1986, by vote of 9,835,427  shares  of
common stock out of 13,860,217 shares outstanding, being at  least
a majority of each class outstanding and entitled to vote thereon.

Note:   If the space provided under any Amendment or item on  this
form  is insufficient, additions shall be set forth on separate  8
1/2 x 11 sheets of paper leaving a left hand margin of at least  1
inch  for  binding.  Additions to more than one Amendment  may  be
continued  on single sheet of paper leaving a left hand margin  of
at least 1 inch for binding.  Additions to more than one Amendment
may  be  continued  on a single sheet so long  as  each  Amendment
requiring each such addition is clearly indicated.


FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:

The  total amount of capital stock already authorized is  40
Million shares common with par value.

The  amount  of  additional capital stock authorized  is  80
Million shares common with par value.

Voted:That  the  increase  in this Corporation's  authorized
      capital  stock  to 80 million shares of common  stock,
      par  value $1.00 per share, and the amendment  of  the
      Articles  of  Organization to reflect  such  increase,
      all  as  adopted  by  the Board of Directors,  and  as
      described   in   full   in  the  Corporation's   Proxy
      Statement,  dated March 17, 1986, be,  and  it  hereby
      is, approved and adopted.




      The  foregoing  amendment will become  effective  when
these  articles  of amendment are filed in  accordance  with
Chapter  156B,  Section 6 of The General Laws  unless  these
articles  specify, in accordance with the vote adopting  the
amendment, a later effective date not more than thirty  days
after  such filing, in which event the amendment will become
effective on such later date.

IN  WITNESS  WHEREOF AND UNDER THE PENALTIES OF PERJURY,  we
have  hereto  signed our names this 9th day of May,  in  the
year 1986.

John A. Gilmartin, President

Geoffrey Nunes, Assistant Clerk



              THE COMMONWEALTH OF MASSACHUSETTS
                              
                    ARTICLES OF AMENDMENT
          (General Laws, Chapter 156B, Section 72)
                              
   I hereby approve the within articles of amendment and,
the filing fee in the amount of $20,000.00 having been paid,
  said articles are deemed to have been filed with me this
                            12th
                      day of May, 1986.
                              
                              
                              
                                   MICHAEL JOSEPH CONNOLLY
                                   Secretary of State











               TO BE FILLED IN BY CORPORATION
             Photo Copy of Amendment to be Sent
                             to:
                              
                  Peter W. Walcott, Esquire
                    Millipore Corporation
                        80 Ashby Road
                      Bedford, MA 01730
             Telephone (617) 275-9200, Ext. 8496
                              
              THE COMMONWEALTH OF MASSACHUSETTS
                              
                   MICHAEL JOSEPH CONNOLLY
                              
                     Secretary of State
                              
          ONE ASHBURTON PLACE, BOSTON, MASS.  02108
                              
                                                           Federal
Identification
                                             No. 04-21702333

                    ARTICLES OF AMENDMENT
           General Laws, Chapter 156B, Section 72
                              
This  certificate  must  be submitted  to  the  Secretary  of  the
Commonwealth  within  sixty days after the date  of  the  vote  of
stockholders  adopting the amendment.  The  fee  for  filing  this
certificate  is prescribed by General Laws, Chapter 156B,  Section
114.
Make check payable to the Commonwealth of Massachusetts.

We,   John  A.  Gilmartin,  President  and  Geoffrey  Nunes,
Assistant Clerk of Millipore Corporation located at 80 Ashby
Road, Bedford, MA 01730 do hereby certify that the following
amendment to the articles of organization of the corporation
was  duly  adopted at a meeting held on April 23,  1987,  by
vote  of 19,548,103 shares of Common Stock out of 28,172,481
shares outstanding, being at least two-thirds of each  class
outstanding and entitled to vote thereon and of  each  class
or  series  of  stock  whose rights are  adversely  affected
thereof.

Note:   If the space provided under any Amendment or item on  this
form  is insufficient, additions shall be set forth on separate  8
1/2 x 11 sheets of paper leaving a left hand margin of at least  1
inch  for  binding.  Additions to more than one Amendment  may  be
continued  on single sheet of paper leaving a left hand margin  of
at least 1 inch for binding.  Additions to more than one Amendment
may  be  continued  on a single sheet so long  as  each  Amendment
requiring each such addition is clearly indicated.

To  add  to Article 6 of the corporation's Restated Articles
of Organization the following new paragraph (c):

     (c)  No director of the corporation shall be personally
liable  to the corporation or its stockholders for  monetary
damages  for breach of fiduciary duty as a director  to  the
extent  provided  by  applicable  law  notwithstanding   any
provision of law imposing such liability; provided, however,
that this Article 6(c) shall not eliminate the liability  of
a  director  9I)  for any breach of the director's  duly  of
loyalty  to  the corporation or its stockholders,  (ii)  for
acts  or  omissions  not  in good  faith  or  which  involve
intentional misconduct or a knowing violation of law,  (iii)
under  Section 61 or 62 of the Business Corporation  Law  of
The   Commonwealth  of  Massachusetts,  or  (iv)   for   any
transaction  from  which the director derived  any  improper
personal benefit.  The foregoing provisions of this  Article
6(c) shall not eliminate the liability of a director for any
act  or  omission occurring prior to the date on which  this
Article  6(c) becomes effective.  No amendment to or  repeal
of  this  Article 6(c) shall apply to or have any effect  on
the  liability or alleged liability of any director  of  the
corporation for or with respect to any acts or omissions  of
such director occurring prior to such amendment or repeal.



      The  foregoing  amendment will become  effective  when
these  articles  of amendment are filed in  accordance  with
Chapter  156B,  Section 6 of the General Laws  unless  there
articles  specify, in accordance with the vote adopting  the
amendment, a later effective date not more than thirty  days
after  such filing, in which event the amendment will become
effective on such later date.

IN  WITNESS  WHEREOF AND UNDER THE PENALTIES OF PERJURY,  we
have  hereto signed our names this 15th day of May,  in  the
year 1987.

John A. Gilmartin, President

Geoffrey Nunes, Assistant Clerk


              THE COMMONWEALTH OF MASSACHUSETTS
                              
                    ARTICLES OF AMENDMENT
          (General Laws, Chapter 156B, Section 72)
                              
   I hereby approve the within articles of amendment and,
  the filing fee in the amount of $75.00 having been paid,
                            said
articles are deemed to have been filed with me this 22nd day
                        of May, 1987.
                              
                              
                              
                              MICHAEL JOSEPH CONNOLLY
                              Secretary of State










               TO BE FILLED IN BY CORPORATION
             Photo Copy of Amendment to be Sent
                              
                             To:
                              
                   Peter W. Walcott, Esq.
                    MILLIPORE CORPORATION
                        80 Ashby Road
                      Bedford, MA 01730
                  Telephone (617) 275-9200
              THE COMMONWEALTH OF MASSACHUSETTS
                              
                   MICHAEL JOSEPH CONNOLLY
                     Secretary of State
                              
                     ONE ASHBURTON PLACE
                     BOSTON, MASS. 02108
                                                     Federal
Identification
                                             No. 042170233

                         ARTICLES OF
        MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
     Pursuant to General Laws, Chapter 156B, Section 82
                              
The fee for filing this certificate is prescribed by General
                            Laws,
                 Chapter 156B, Section 114.
   Make check payable to the Commonwealth of Massachusetts
                              

We,  Geoffrey  Nunes and Patricia A. Powers, Vice  President
and  Assistant  Clerk  of  Millipore Corporation,  organized
under the laws of Massachusetts and herein called the parent
corporation, do hereby certify as follows:

      1.   That the subsidiary corporation to be merged into
the parent corporations is as follows:
                                    State of            Date
of
            Name                                Organization
Organization
Dynamic     Solutions    Corporation              California
10/23/81


      2.    That the parent corporation owns at least ninety
per  cent  of  the outstanding shares of each class  of  the
stock  of each subsidiary corporation to be merged into  the
parent corporation.

      3.    That  in  the  case of each of  the  above-named
corporations  the laws of the state of its organization,  if
other  than Massachusetts, permit the merger herein provided
for and that all action required under the laws of each such
state  in  connection with this merger has been duly  taken.
(If  all  the corporations are organized under the  laws  of
Massachusetts   and  if  General  Laws,  Chapter   156B   is
applicable to them, then Paragraph 3 may be deleted).

      4.    That at a meeting of the directors of the parent
corporation  the following vote, pursuant to subsection  (a)
of General Laws, Chapter 156B, Section 82, was duly adopted:

              VOTES OF MILLIPORE BOARD MEETING
                        BOARD MEETING
                      February 17, 1989
                              

VOTED:  That  the President and the other officers  of  this
        Corporation   hereby  are  authorized  together   or
        singly  to effect the merger of Millipore's  wholly-
        owned   subsidiary,  Dynamic  Solutions  Corporation
        into Millipore Corporation; and further

VOTED:  That  in  connection  with this  merger  of  Dynamic
        Solutions  Corporation  with Millipore  Corporation,
        the  Officers  of this Corporation hereby  are,  and
        each  of them singly is, authorized to take all such
        action  and  to execute and deliver such  documents,
        instruments,   and  opinions  as   they   in   their
        discretion  may  deem necessary  or  appropriate  to
        carry  out  the intent of these resolutions  and  to
        effectuate said merger.



NOTE:   Votes  for  which the space provided  above  is  not
sufficient  should be set out on continuation sheets  to  be
numbered 2A, 2B, etc.  Continuation sheets must have a left-
hand  margin 1 inch wide for binding.  Only one side  should
be used.
                              
                              
      5.   The effective date of the merger as specified  in
the vote set out under Paragraph 4 is March 31, 1989.

      6.    (This  Paragraph 6 may be deleted if the  parent
corporation  is  organized under the laws of Massachusetts).
The parent corporation hereby agrees that it may be sued  in
the  Commonwealth of Massachusetts for any prior  obligation
of  any  subsidiary corporation organized under the laws  of
Massachusetts  with which is has merged, and nay  obligation
hereafter incurred by the parent corporation, including  the
obligation  created  by  subsection  (e)  of  General  Laws,
Chapter  156B, Section 82, so long as any liability  remains
outstanding   against   the  parent   corporation   in   the
Commonwealth  of  Massachusetts and  it  hereby  irrevocably
appoints  the Secretary of the commonwealth as its agent  to
accept  service of process for the enforcement of  any  such
obligations, including taxes, in the same manner as provided
in Chapter 181.

     IN WITNESS WHEREOF and under the penalties of perjury
we have hereto signed our names this 30th day of March,
1989.

Geoffrey Nunes, Vice President

Patricia A. Powers, Assistant Clerk

                COMMONWEALTH OF MASSACHUSETTS
  ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
          (General Laws, Chapter 156B, Section 82)
                              
                              
I hereby approve the within articles of merger of parent and
subsidiary corporations and, the filing fee in the amount of
$250.00 having been paid, said particles are deemed to have
been filed with me this 31st day of March, 1989.


                              MICHAEL JOSEPH CONNOLLY
                              Secretary of State













               TO BE FILLED IN BY CORPORATION
               Photo Copy of Merger To Be Sent
                              
                              
                             TO:
                              
                    Millipore Corporation
                        80 Ashby Road
                      Bedford, MA 01730
                  Telephone (617) 275-9200
                    Attn:  Geoffrey Nunes
              THE COMMONWEALTH OF MASSACHUSETTS
                              
                   MICHAEL JOSEPH CONNOLLY
                     Secretary of State
                              
                     ONE ASHBURTON PLACE
                     BOSTON, MASS. 02108
                                                     Federal
Identification
                                             No. 042170233

                         ARTICLES OF
        MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
     Pursuant to General Laws, Chapter 156B, Section 82
                              
The fee for filing this certificate is prescribed by General
                            Laws,
                 Chapter 156B, Section 114.
   Make check payable to the Commonwealth of Massachusetts
                              

We,  John  A.  Gilmartin and Geoffrey Nunes,  President  and
Assistant  Clerk  of Millipore Corporation, organized  under
the  laws  of  Massachusetts and herein  called  the  parent
corporation, do hereby certify as follows:

      1.   That the subsidiary corporation to be merged into
the parent corporations is as follows:

                         State of       Date of
     Name                Organization        Organization
   Waters Associates, Inc.         Delaware       January 2,
1962


      2.    That the parent corporation owns at least ninety
per  cent  of  the outstanding shares of each class  of  the
stock  of each subsidiary corporation to be merged into  the
parent corporation.

      3.    That  in  the  case of each of  the  above-named
corporations  the laws of the state of its organization,  if
other  than Massachusetts, permit the merger herein provided
for and that all action required under the laws of each such
state  in  connection with this merger has been duly  taken.
(If  all  the corporations are organized under the  laws  of
Massachusetts   and  if  General  Laws,  Chapter   156B   is
applicable to them, then Paragraph 3 may be deleted).

      4.    That at a meeting of the directors of the parent
corporation  the following vote, pursuant to subsection  (a)
of General Laws, Chapter 156B, Section 82, was duly adopted:

VOTED: That  it  is  in  the  best  interests  of  MILLIPORE
       CORPORATION  to dissolve its wholly-owned subsidiary,
       WATERS  ASSOCIATES, INC., a Delaware corporation,  by
       the  merger of the said WATERS ASSOCIATES, INC.  into
       MILLIPORE CORPORATION, with MILLIPORE CORPORATION  to
       be  the  surviving corporation; said merger to become
       effective December 31, 1989.





NOTE:   Votes  for  which the space provided  above  is  not
sufficient  should be set out on continuation sheets  to  be
numbered 2A, 2B, etc.  Continuation sheets must have a left-
hand  margin 1 inch wide for binding.  Only one side  should
be used.
                              
     5.   The effective date of the merger specified in the
vote set out under Paragraph 4 is December 31, 1989.

     IN WITNESS WHEREOF and under the penalties of perjury
we have hereto signed our names this 27th day of December,
1989.

John A. Gilmartin, President

Geoffrey Nunes, Assistant Clerk

                COMMONWEALTH OF MASSACHUSETTS
                              
  ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
          (General Laws, Chapter 156B, Section 82)
                              
                              
     I hereby approve the within articles of merger of
parent and subsidiary corporations and, the filing fee in
the amount of $250.00 having been paid, said articles are
deemed to have been filed with me this 28th day of December,
1989.

Effective Date:  December 31, 1989      MICHAEL JOSEPH
CONNOLLY
                              Secretary of State















               TO BE FILLED IN BY CORPORATION
               Photo Copy of Merger to be Sent
                              
                 TO:  Peter W. Walcott, Esq.
                    Millipore Corporation
                        80 Ashby Road
                      Bedford, MA 01730
                  Telephone (617) 275-9200
              THE COMMONWEALTH OF MASSACHUSETTS
                              
                   MICHAEL JOSEPH CONNOLLY
                     Secretary of State
                              
                     ONE ASHBURTON PLACE
                     BOSTON, MASS. 02108
                                                     Federal
Identification
                                             No. 042170233

                         ARTICLES OF
        MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
     Pursuant to General Laws, Chapter 156B, Section 82
                              
The fee for filing this certificate is prescribed by General
                            Laws,
                 Chapter 156B, Section 114.
   Make check payable to the Commonwealth of Massachusetts
                              

We,  John  A.  Gilmartin and Geoffrey Nunes,  President  and
Assistant  Clerk  of Millipore Corporation, organized  under
the  laws  of  Massachusetts and herein  called  the  parent
corporation, do hereby certify as follows:

     1.   That the subsidiary corporation(s) to be merged
into the parent corporations is as follows:

                         State of       Date of
     Name                Organization        Organization
MILLIPORE SECURITIES     Massachusetts         3/16/82
       CORPORATION


     2.   That the parent corporation owns at least ninety
per cent of the outstanding shares of each class of the
stock of each subsidiary corporation to be merged into the
parent corporation.

     3.   That in the case of each of the above-named
corporations the laws of the state of its organization, if
other than Massachusetts, permit the merger herein provided
for and that all action required under the laws of each such
state in connection with this merger has been duly taken.
(If all the corporations are organized under the laws of
Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted).

     4.   That at a meeting of the directors of the parent
corporation the following vote, pursuant to subsection (a)
of General Laws, Chapter 156B, Section 82, was duly adopted:

VOTED:       That  it  is in the best interest of  MILLIPORE
             CORPORATION   to   dissolve  its   wholly-owned
             subsidiary,  MILLIPORE SECURITIES  CORPORATION,
             a  Massachusetts corporation, by the merger  of
             the  said MILLIPORE SECURITIES CORPORATION into
             MILLIPORE     CORPORATION,    with    MILLIPORE
             CORPORATION  to  be the surviving  corporation;
             said  merger  to  become  effective  upon   the
             filing   of   Articles  of  Merger   with   the
             Secretary     of     the    Commonwealth     of
             Massachusetts.


     5.   The effective date of the merger as specified in
the vote set out under Paragraph 4 is

     6.   (This Paragraph 6 may be deleted if the parent
corporation is organized under the laws of Massachusetts).
The parent corporation hereby agrees that it may be used in
the Commonwealth of Massachusetts for any prior obligation
of any subsidiary corporation organized under the laws of
Massachusetts with which it has merged, and any obligation
hereafter incurred by the parent corporation, including the
obligation created by subsection (e) of General Laws,
Chapter 156B, Section 82, so long as any liability remains
outstanding against the parent corporation in the
Commonwealth of Massachusetts and it hereby irrevocably
appoints the Secretary of the Commonwealth as its agent to
accept service of process for the enforcement of any such
obligations, including taxes, in the same manner as provided
in Chapter 181.

     IN WITNESS WHEREOF and under the penalties of perjury
we have hereto signed our names this 14th day of November,
1991.

John A. Gilmartin, President

Geoffrey Nunes, Assistant Clerk



                COMMONWEALTH OF MASSACHUSETTS
                              
  ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
          (General Laws, Chapter 156B, Section 82)
                              
                              
     I hereby approve the within articles of merger of
parent and subsidiary corporations and, the filing fee in
the amount of $250.00 having been paid, said articles are
deemed to have been filed with me this 21st day of November,
1991.


                              MICHAEL JOSEPH CONNOLLY
                              Secretary of State















               TO BE FILLED IN BY CORPORATION
               Photo Copy of Merger to be Sent
                              
                              
               To:  Peter W. Walcott, Esquire
                    Millipore Corporation
                        80 Ashby Road
                      Bedford, MA 01730
             Telephone (617) 275-9200, Ext. 8496
              THE COMMONWEALTH OF MASSACHUSETTS
                              
                   MICHAEL JOSEPH CONNOLLY
                     Secretary of State
                              
                     ONE ASHBURTON PLACE
                     BOSTON, MASS. 02108
                                                     Federal
Identification
                                             No. 042170233

                         ARTICLES OF
        MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
     Pursuant to General Laws, Chapter 156B, Section 82
                              
The fee for filing this certificate is prescribed by General
                            Laws,
                 Chapter 156B, Section 114.
   Make check payable to the Commonwealth of Massachusetts
                              

We,  John  A.  Gilmartin and Geoffrey Nunes,  President  and
Assistant  Clerk  of Millipore Corporation, organized  under
the  laws  of  Massachusetts and herein  called  the  parent
corporation, do hereby certify as follows:

     1.   That the subsidiary corporation to be merged into
the parent corporation is as follows:

                              State of       Date of
     Name                     Organization
Organization
SEQUEMAT, INC.                     Massachusetts  5/15/73


     2.   That the parent corporation owns at least ninety
per cent of the outstanding shares of each class of the
stock of each subsidiary corporation to be merged into the
parent corporation.

     3.   That in the case of each of the above-named
corporations the laws of the state of its organization, if
other than Massachusetts, permit the merger herein provided
for and that all action required under the laws of each such
state in connection with this merger has been duly taken.
(If all the corporations are organized under the laws of
Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted).



     4.   That at a meeting of the directors of the parent
corporation the following vote, pursuant to subsection (a)
of General Laws, Chapter 156B, Section 82, was duly adopted:

VOTED:   That it is in the best interests of Millipore
         Corporation to dissolve its wholly-owned
         subsidiary, Sequemat, Inc., a Massachusetts
         corporation, by the merger of Sequemat, Inc. into
         Millipore Corporation, with Millipore Corporation
         to be the surviving corporation, said merger to
         become effective upon the filing of the Articles
         of Merger with the Secretary of State of the
         Commonwealth of Massachusetts.



     5.   The effective date of the merger as specified in
the vote under Paragraph 1 is upon the filing of the
Articles of Merger.

IN WITNESS WHEREOF and under the penalties of perjury we
have hereto signed our names this 90th day of September,
1993.

John A. Gilmartin, President

Geoffrey Nunes, Assistant Clerk
                COMMONWEALTH OF MASSACHUSETTS
                              
  ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
          (General Laws, Chapter 156B, Section 82)
                              
     I hereby approve the within articles of merger of
parent and subsidiary corporation and, the filing fee in the
amount of $250.00 having been paid, said articles are deemed
to have been filed with me this 15th day of September, 1993.

                              MICHAEL JOSEPH CONNOLLY
                              Secretary of State

















               TO BE FILLED IN BY CORPORATION
               Photo Copy of Merger to be Sent
                              
           TO:  Cynthia A. Bacon, Legal Assistant
                    Millipore Corporation
                80 Ashby Road, Mail Stop E10D
                      Bedford, MA 01730
             Telephone (617) 275-9200, Ext. 2043
                              
                THE COMMONWEALTH OF MASSACHUSETTS
                              
                   MICHAEL JOSEPH CONNOLLY
                     Secretary of State
                              
                     ONE ASHBURTON PLACE
                     BOSTON, MASS. 02108
                                                     Federal
Identification
                                             No. 042170233

                         ARTICLES OF
        MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
     Pursuant to General Laws, Chapter 156B, Section 82
                              
The fee for filing this certificate is prescribed by General
                            Laws,
                 Chapter 156B, Section 114.
   Make check payable to the Commonwealth of Massachusetts
                              

We,  Geoffrey  Nunes and Patricia A. Powers, Vice  President
and  Assistant  Clerk  of  Millipore Corporation,  organized
under the laws of Massachusetts and herein called the parent
corporation, do hereby certify as follows:

      1.    That the subsidiary corporation(s) to be  merged
into the parent corporations is as follows:

                         State of       Date of
     Name                Organization        Organization
Waters Puerto Rico, Inc.      Delaware       12/23/76


     2.   That the parent corporation owns at least ninety
per cent of the outstanding shares of each class of the
stock of each subsidiary corporation to be merged into the
parent corporation.

     3.   That in the case of each of the above-named
corporations the laws of the state of its organization, if
other than Massachusetts, permit the merger herein provided
for and that all action required under the laws of each such
state in connection with this merger has been duly taken.
(If all the corporations are organized under the laws of
Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted).
     4.   That at a meeting of the directors of the parent
corporation the following vote, pursuant to subsection (a)
of General Laws, Chapter 156B, Section 82, was duly adopted:

VOTED:  That it is in the best interests of this
        Corporation that its wholly-owned subsidiary,
        Waters Puerto Rico, Inc. be liquidated and
        dissolved by the merger of Waters Puerto Rico, Inc.
        with and into this Corporation, with this
        Corporation to be surviving corporation, said
        merger to be effective as of June 30, 1994.


5.   The effective date of the merger as specified in the
vote set out under Paragraph 4 is June 30, 1994.

     IN WITNESS WHEREOF and under the penalties of perjury
we have hereto signed our names this 9th day of June, 1994.

Geoffrey Nunes, Vice President

Patricia A. Powers, Assistant Clerk

                COMMONWEALTH OF MASSACHUSETTS
                              
  ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
          (General Laws, Chapter 156B, Section 82)
                              
                              
     I hereby approve the within articles of merger of
parent and subsidiary corporations and, the filing fee in
the amount of $250.00 having been paid, said articles are
deemed to have been filed with me this 10th day of June,
1994.

                              MICHAEL JOSEPH CONNOLLY
                              Secretary of State















               TO BE FILLED IN BY CORPORATION
               Photo Copy of Merger to be Sent
                              
                    TO:  Cynthia A. Bacon
                      Senior Paralegal
                    Millipore Corporation
                        80 Ashby Road
                      Bedford, MA 01730
             Telephone (617) 275-9200, Ext. 2043



                              
                              
              THE COMMONWEALTH OF MASSACHUSETTS
                              
                   William Francis Galvin
                Secretary of the Commonwealth
                              
      ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
                              
                    ARTICLES OF AMENDMENT
           General Laws, Chapter 156B, Section 72
                              
                                                     Federal
Identification
                                             No. 04-21702333

We,  Geoffrey Nunes, Vice President, and Patricia A. Powers,
Assistant Clerk of Millipore Corporation located at 80 Ashby
Road,  Bedford, Massachusetts 01730, do hereby certify  that
these ARTICLES OF AMENDMENT affecting Articles NUMBERED 3 of
the  Articles of Organization were duly adopted at a meeting
held  on  April  18, 1996, by vote of 33,685,855  shares  of
Common Stock out of 44,270,089 shares outstanding, being  at
least  a  majority of each type, class or series outstanding
and entitled to vote thereon.

Note:   If the space provided under any Amendment or item on  this
form  is insufficient, additions shall be set forth on separate  8
1/2 x 11 sheets of paper leaving a left hand margin of at least  1
inch  for  binding.  Additions to more than one Amendment  may  be
continued  on single sheet of paper leaving a left hand margin  of
at least 1 inch for binding.  Additions to more than one Amendment
may  be  continued  on a single sheet so long  as  each  Amendment
requiring each such addition is clearly indicated.

To CHANGE the number of shares and the par value (if any) of
any type, class or series of stock which the corporation  is
authorized to issue, fill in the following:

The total presently authorized is:

Common         80,000,000 shares   $1.00 par value (with par
value stocks)

CHANGE the total authorized to:

Common         120,000,000 shares  $1.00 par value (with par
value stocks)



VOTED:       That   the   increase  in  this   Corporation's
authorized  capital stock to 120 million  shares  of  common
stock,  $1.00  par value, and the amendment to the  Restated
Articles  of Organization to reflect such increase,  all  as
adopted by the Board of Directors, and as described in  full
in  the Corporation's proxy statement, dated March 15, 1996,
be and it hereby is, approved and adopted.



The  foregoing  amendment will become effective  when  these
articles  of amendment are filed in accordance with  Chapter
156B,  Section  6 of The General Laws unless these  articles
specify, in accordance with the vote adopting the amendment,
a  later effective date not more than thirty days after such
filing,  in which event the amendment will become  effective
on such later date.  EFFECTIVE DATE:

IN  WITNESS  WHEREOF AND UNDER THE PENALTIES OF PERJURY,  we
have  hereunto signed our names this 6th day of May, in  the
year 1996.

Geoffrey Nunes, Vice President

Patricia A. Powers, Assistant Clerk
              THE COMMONWEALTH OF MASSACHUSETTS
                              
                    ARTICLES OF AMENDMENT
                              
           General Laws, Chapter 156B, Section 72
                              
                              
 I hereby approve the within articles of amendment and, the
                           filing
fee in the amount of $40,000 having been paid, said articles
are deemed to have been filed, with me this 15th day of May,
                            1996.
                              
                              
                                   William Francis Galvin
                                      Secretary    of    the
Commonwealth










TO BE FILLED IN BY CORPORATION

PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT


TO:  Patricia A. Powers, Esquire
     c/o Millipore Corporation
     80 Ashby Road
     Bedford, MA 01730
     Telephone (617) 533-2272