SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549


                           Form 10-K

                         ANNUAL REPORT

                              OF

                     MILLIPORE CORPORATION

          For the Fiscal Year Ended December 31, 1996



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


                           EXHIBITS


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





                       INDEX TO EXHIBITS

Exhibit No.    Description                              Tab
No.

2.1         Amicon  Worldwide  Purchase   and
            Sale,                                        **
            Agreement,  dated  November   18,
            1996,  dated December  31,  1996,
            as     Amended    by    Amendment
            Agreement,  dated  December   31,
            1996, by and amongCompany and  W.
            R. Grace & Co.-Conn.
2.2         Agreement  and  Plan  of  Merger,
            dated                                        **
            as  of December 16, 1996, by  and
            among   Company  and  its  wholly
            owned       subsidiary       MCTG
            Acquisition   Corp.   and   Tylan
            General, Inc.
3.1         Restated       Articles        of
            Organization,                                1
            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
10.1        Distribution Agreement, dated  as
            of July 1,                                   2
            1996,  by  and among Company  and
            Fisher  Scientific  Company  (all
            schedules and Exhibits have  been
            omitted;   Company   agrees    to
            furnish  the  Commission  with  a
            copy  of  any  such  schedule  or
            exhibit upon request)
10.2        Revolving    Credit    Agreement,
            dated as of                                  3
            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

**          Incorporated by Reference to a prior  filing
with the Commission Exhibit No.Description Tab No.

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               **
11          Computation    of    Per    Share
            Earnings                                     4
21          Subsidiaries of Millipore                    5
23          Consent   of  Coopers  &  Lybrand
            L.L.P.                                       6
24          Power of Attorney                            7

**          Incorporated by Reference to a prior  filing
with the Commission

March 7, 1997



Securities and Exchange Commission
One Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC   20549

Gentlemen:

   Re:  Millipore Corporation Annual Report on Form 10-K
        for the Fiscal year ended December 31, 1996
                             
     Pursuant to General instruction D(1) of Form 10-K (as
revised by Item 309 of Regulation S-T with respect to the
number of copies to be transmitted by Registrants filing
documents electronically with the Commission), we hereby
submit:
     One complete copy of Millipore's Annual Report on Form
10-K for the year ended December 31, 1996, including
Financial Statements and Exhibits, which bears typed
signatures of Millipore's Officers and its Directors, in
accordance with Item 302 of Regulation S-T.  (Original
signature pages bearing manual signatures and executed
powers of attorney have been retained by Millipore.)
     Please note that this Form 10-K is made in conjunction
with Millipore's filing of Registration Statement on Form S
3 relating to $300,000,000 of Debt Securities.  Also,
please note the Consent of Coopers & Lybrand L.L.P. is
attached as Exhibit 23 to the 10-K.
     The financial statements in the Form 10-K do not
reflect a change from the preceding year in any accounting
principles or practices or in the method of applying any
such principles or practices.
   A copy of the Form 10-K is also being sent to The New
York Stock Exchange in accordance with its rules and
regulations.

     If you have any questions concerning this filing,
please contact the undersigned.

Very truly yours,

MILLIPORE CORPORATION





Geoffrey Nunes
Senior Vice President/General Counsel


cc:  With enclosure - Charles C. Leber, Branch Chief (by
Mail)


B.  The following Exhibits are filed herewith:
(3)    (i)    Restated Articles of Organization, as amended
May 6, 1996
(10)   Distribution  Agreement, dated as of July 1, 1996,
by and  among Company and Fisher Scientific Company (all
schedules and Exhibits have  been omitted; Company agrees
to furnish the Commission with a copy of any such schedule
or exhibit upon request)
(10)   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
(11)   Computation of Per Share Earnings
(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 on Form S-3, and 33-58117 on Form
S4.
(24)   Power of Attorney

 (b)   Reports on Form 8-K.
       Current Report on Form 8-K, dated December 31, 1996,
reporting under items 2 and 7 the acquisition of the Amicon
Separation Science Business of W.R. Grace & Co. Current
Report on Form 8-K, dated January 31, 1997, reporting under
items 2 and 7 the acquisition of  Tylan General, Inc.
 (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 7,1997 By Geoffrey Nunes, Senior 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 7,1997
C. William Zadel         Chief Executive Officer,
                          and Director
Michael P. Carroll       Chief Financial Officer
                         Vice President, and Treasurer
CHARLES D. BAKER*        Director              March 7,1997
Charles D. Baker
SAMUEL C. BUTLER*        Director              March 7,1997
Samuel C. Butler
ROBERT E. CALDWELL*      Director              March 7,1997
Robert E. Caldwell
MAUREEN A. HENDRICKS*    Director              March 7,1997
Maureen A. Hendricks
MARK HOFFMAN*            Director              March 7,1997
Mark Hoffman
STEVEN MULLER*           Director              March 7,1997
Steven Muller
THOMAS O. PYLE*          Director              March 7,1997
Thomas O. Pyle
JOHN F. RENO*            Director              March 7,1997
John F. Reno

*By
 Geoffrey Nunes, Attorney-in-Fact