SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                            FORM 11-K

                          ANNUAL REPORT

                Pursuant to Section 15(d) of the
                 Securities Exchange Act of 1934

              For the year ended December 31, 1999

                      MILLIPORE CORPORATION
  (Name of issuer of the securities held Pursuant to the Plan)

                          80 Ashby Road
                  Bedford, Massachusetts  01730
           (Address of the principal executive office
                         of the issuer)



                           SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Committee has duly caused this Annual Report to be
signed by the undersigned thereunto duly authorized.




                                        MILLIPORE CORPORATION
                                        EMPLOYEES' PARTICIPATION
                                        AND SAVINGS PLAN




                                        BY:/s/Jeffrey Rudin
                                        Jeffrey Rudin
                                        Committee for
                                        Administration
                                        of the Millipore
                                        Corporation
                                        Employees' Participation
                                        and
                                        Savings Plan



Date:       June 28, 2000





                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN

              For the Year Ended December 31, 1999

         MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION
                        AND SAVINGS PLAN

   Index to Financial Statements and Supplemental Schedules *




Financial Statements and Exhibits

                                               Page(s)

Report of Independent Accountants                 1


Statements of Net Assets Available for Plan Benefits
as of December 31, 1999 and 1998                  2


Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1999     3


Notes to Financial Statements                     4 - 10


Schedule of Assets Held for Investment Purposes
as of December 31, 1999                           11

* Other schedules required by 29 CFR 2520.103-10 of the
  Department of Labor's Rules and Regulations for Reporting and
  Disclosure under ERISA have been omitted as they are not
  applicable.






Report of Independent Accountants



To the Participants and Administrator of
the Millipore Employees' Participation and
Savings Plan

In  our  opinion,  the  accompanying  statements  of  net  assets
available for plan benefits and the related statement of  changes
in  net assets available for plan benefits present fairly, in all
material respects, the net assets available for plan benefits  of
Millipore Employees' Participation and Savings Plan (the  "Plan")
at  December  31, 1999 and 1998, and the changes  in  net  assets
available for plan benefits for the year ended December 31,  1999
in  conformity with accounting principles generally  accepted  in
the   United   States.   These  financial  statements   are   the
responsibility of the Plan's management; our responsibility is to
express  an  opinion on these financial statements based  on  our
audits.    We  conducted  our  audits  of  these  statements   in
accordance  with  auditing standards generally  accepted  in  the
United  States, which require that we plan and perform the  audit
to  obtain  reasonable  assurance  about  whether  the  financial
statements are free of material misstatement.  An audit  includes
examining,  on a test basis, evidence supporting the amounts  and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating  the  overall  financial statement  presentation.   We
believe  that  our  audits  provide a reasonable  basis  for  the
opinion expressed above.

Our  audits were conducted for the purpose of forming an  opinion
on   the  basic  financial  statements  taken  as  a  whole.  The
supplemental schedule of assets held for investment  purposes  is
presented  for the purpose of additional analysis and  is  not  a
required   part  of  the  basic  financial  statements   but   is
supplementary information required by the Department  of  Labor's
Rules  and  Regulations for Reporting and  Disclosure  under  the
Employee Retirement Income Security Act of 1974 ("ERISA").   This
supplemental  schedule  is  the  responsibility  of  the   Plan's
management.  The supplemental schedule has been subjected to  the
auditing  procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a
whole.

The   schedule  of  assets  held  for  investment  purposes  that
accompanies the Plan's financial statements does not disclose the
historical  cost  of non-participant directed  Plan  investments.
This  information is required by the Department of Labor's  Rules
and Regulations for Reporting and Disclosure under ERISA.





Boston, Massachusetts
June 7, 2000




                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
       STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS



                                          December 31,

                                     1999             1998
Assets
                                          
Investments, at fair value       $167,071,339    $68,019,748

Plan's Interest in Master
Trust, at fair value             -                71,301,753

Participant loans
receivable                          3,778,798      3,878,006

Contributions receivable:
Participation Account               5,016,613      5,008,340

Savings Account:
Employee contributions           -                   783,841
Employer contributions           -                   112,770

Due from Pan American            -                   263,645

Total assets                     $175,866,750   $149,368,103




Liabilities and Net Assets
Available for Plan
Benefits

Fund payables                    $ -            $    235,787

Due to AIM Ltd. Maturity           -                 263,645

Net assets available for
plan benefits                     175,866,750    148,868,671


Total liabilities and net
assets available for plan
benefits                         $175,866,750   $149,368,103







  The accompanying notes are an integral part of the financial
                           statements.



                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
              For the year ended December 31, 1999



                                          
Investment income:

Dividends on Millipore Common
Stock                                          $   81,353

Dividends and interest                          3,913,562

Net appreciation in fair value of
investments                                    23,268,838

Investment Income                              27,263,753

Contributions:

Employer contributions:

Participation Account                           5,016,613

Savings Account                                 1,639,901

Employee Savings Account
contributions                                   7,991,686

Total contributions                            14,648,200

Benefit payments                              (14,901,819)

Other expense                                     (12,055)

Net increase                                   26,998,079

Net assets available for plan
benefits at January 1                         148,868,671

Net assets available for plan
benefits at December 31                      $175,866,750










  The accompanying notes are an integral part of the financial
                           statements.
                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN

                  Notes to Financial Statements

A.   Description of the Plan

     General

     The  following description of the Millipore Corporation (the
     "Company")  Employees' Participation and Savings  Plan  (the
     "Plan")  provides  only  general information.   Participants
     should  refer  to  the  Plan document for  a  more  complete
     description of the Plan's provisions.

     The  Plan  is  a  defined contribution profit  sharing  plan
     subject to the provisions of the Employee Retirement  Income
     Security  Act of 1974 (ERISA) and was most recently  amended
     and restated effective January 1, 1997.

     The   Plan   includes   a   profit  sharing   feature   (the
     "Participation Account"), which covers U.S. and Puerto  Rico
     employees who have at least two years of continuous  service
     with  the  Company,  and  a savings  feature  (the  "Savings
     Account"),  which  covers  only  U.S.  employees.   Eligible
     employees can contribute to the Savings Account upon service
     commencement date, the company match will commence after one
     year of continuous service.

     Effective  August  1,  1999, T. Rowe Price  Retirement  Plan
     Service,   Inc.   replaced   Watson   Wyatt   Worldwide   as
     recordkeeper of the Plan.  Effective August 1, 1999, T. Rowe
     Price  Trust  Company replaced Investor's Bank  &  Trust  as
     trustee of the Plan.  As a result of this change in Trustee,
     all   new  investment  options  were  introduced  with   the
     exception  of the Millipore Stock Fund and the Master  Trust
     was dissolved.

     Funding Policy

     Under   the   Participation  Account,  the   Company   makes
     discretionary  contributions to the Plan of a percentage  of
     the  Company's profits as designated by the Company's  Board
     of  Directors.  Contributions are allocated to participants'
     accounts based on participants' compensation during the year
     for  which the contribution is made and are invested in  the
     Millipore Asset Allocation Fund.  Prior to August  1,  1999,
     the  Millipore  Asset  Allocation  Fund  was  known  as  the
     Balanced  Fund.  Prior to August 1, 1999, the  Participation
     Account was commingled in a Master Trust with the Retirement
     Plan for Employees of Millipore Corporation (the "Retirement
     Plan"), a separate plan sponsored by the Company.

     Under  the  Savings  Account,  participants  may  elect   to
     contribute amounts ranging from 1% to 16% of their  eligible
     compensation   on  a  pre-tax  basis  subject   to   certain
     limitations.  All  participants with 10  or  more  years  of
     service receive a Company match of 50% of their contribution
     up  to 6% of their eligible compensation.  Participants with
     less than 10 years of service receive a Company match of 25%
     of   their   contribution  up  to  6%  of   their   eligible
     compensation.

  Contributions under the Savings Account and the Company's
  matching amount are invested as directed by the participants.
  Participants are permitted to invest in one or more of the
  investment vehicles offered, pursuant to the provisions of the
  Plan.
                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN

                  Notes to Financial Statements

A.   Description of the Plan - (continued)

     Vesting

     All participants are fully vested in their entire balance.

     Investment Options

      A  participant  may direct contributions into  any  of  the
following investment options:

       T. Rowe Price Blue Chip Growth Fund
       T. Rowe Price Equity Index Trust
       T. Rowe Price Summit Cash Reserves Fund
       T. Rowe Price Balanced Fund
       Bankers Trust International Equity Fund
       Van Kampen Emerging Growth Fund, Class A
       Robert Stevens (RS) Emerging Growth Fund
       Pimco Total Return Fund
       Millipore Common Stock

     In addition to the above funds, there are investments from a
     plan  acquired through a prior acquisition by  the  Company,
     which consists of Deposit Fund accounts held at Pan American
     Life    Insurance   Company.    Employees   cannot    direct
     contributions to these Deposit Fund accounts.   The  Deposit
     Fund  accounts  hold guaranteed insurance  contracts,  which
     will  mature  over  the next three years until  2002.   Upon
     maturing,  participants  must direct  such  funds  into  the
     investment options mentioned above.

     Non-participant directed investments (Participation Account)
     are   invested  in  the  Millipore  Asset  Allocation  Fund,
     formerly  the  Balanced  Fund,  which  is  composed  of  the
     following  Grantham,  Mayo, Van Otterloo  Co.,  LLC  ("GMO")
     mutual funds:

       GMO US Core Fund III
       GMO Domestic Bond Fund III
       GMO Small Cap Value Fund III
       GMO REIT Fund III
       GMO Small Cap Growth Fund III
                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN

                  Notes to Financial Statements

A.   Description of the Plan - (continued)

     Participant Loans

     Participants may borrow from their fund accounts  a  minimum
     of  $1,000 up to a maximum equal to the lesser of,  (1)  the
     amount  of  their total account (excluding the Participation
     Account),  (2) the greater of $10,000 or one-half  of  their
     total account; or (3) $50,000 reduced by the excess (if any)
     of  (a)  the highest outstanding balance of loans  from  the
     Plan  during the 1-year period ending on the day before  the
     date  on  which such loan was made, over (b) the outstanding
     balance  of  loans from the Plan on the date on  which  such
     loan  was  made.  Loan terms range from 1 to 5  years.  Loan
     interest  rates  are updated monthly.  As  of  December  31,
     1999,  interest rates on participant loans ranged from  5.5%
     to  10.5%.   The entire amount of the participant's  account
     serves as collateral for the loan.

     Payment of Benefits

     Participant's  who  are 59 1/2 years or older  may,  at  any
     time,  withdraw amounts contributed to the Plan  by,  or  on
     behalf of them, including income earned.  In the event of  a
     participant's death, termination or retirement, all  amounts
     contributed to the Plan by, or on behalf of the participant,
     including  income earned, will be distributed in  accordance
     with the provisions of the Plan.  Participants may request a
     withdrawal  from  their account for certain  hardships  that
     result  from  medical  expenses,  expenses  to  purchase   a
     principal  residence, or tuition expense  for  the  next  12
     months  of  post  secondary education for  the  participant,
     their spouse, children or dependents.  The Committee for the
     Administration  of the Savings Plus/Participation  Plan  and
     the   Retirement  Plan  for  the  Employees   of   Millipore
     Corporation   determines   the   existence   of    hardship.
     Participation Account contributions and income earned may be
     transferred  to  the  Retirement Plan  for  distribution  in
     accordance   with  its  provisions,  upon  meeting   certain
     requirements as outlined in the Plan document.

B.   Summary of Significant Accounting Policies

     Basis of Accounting

     The  Plan's  financial  statements are  prepared  under  the
     accrual basis of accounting.

     Investment Valuation

     Investments  in  the money market fund are valued  at  cost,
     which approximates fair market value.  Investments in mutual
     funds   are  recorded  at  their  net  asset  value,   which
     approximates fair market value. Common stocks are valued  at
     the  last reported sales price on the last business  day  of
     the  year.   Participant loans are valued at principal  plus
     accrued interest, which approximates fair value.

     Purchases and sales of investments are recorded on  a  trade
     date basis.
                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN

                  Notes to Financial Statements

B.   Summary of Significant Accounting Policies - (continued)

     Net appreciation (depreciation) on fair value of investments
     includes   realized   gains  and   losses   and   unrealized
     appreciation (depreciation) on investments.  In  determining
     the  net gain or loss on investments, cost is determined  on
     the average cost basis.

     Use of Estimates

     The  preparation of the financial statements  in  conformity
     with  generally accepted accounting principles requires  the
     Trustees to make significant estimates and assumptions  that
     affect the reported amounts of net assets available for plan
     benefits and disclosure of contingent assets and liabilities
     at  the date of the financial statements and the changes  in
     net  assets available for plan benefits during the reporting
     period. Actual results could differ from those estimates.

     Risks and Uncertainties

     The  Plan  provides for various investment  options  in  any
     combination  of  stocks,  bonds,  fixed  income  securities,
     mutual  funds,  money  market funds,  and  other  investment
     securities.   Investment securities are exposed  to  various
     risks such as interest rate, market, and credit risks.   Due
     to  the  level  of  risk associated with certain  investment
     securities, and a level of uncertainty related to changes in
     the   value  of  investment  securities,  it  is  at   least
     reasonably possible that changes in risks in the  near  term
     could materially affect participants' account balances,  the
     amounts  reported  in the statement of net assets  available
     for  plan  benefits, and the statement  of  changes  in  net
     assets available for plan benefits.

     Investment Income

     Dividend  income  is  recorded  on  the  ex-dividend   date.
     Interest income is recorded on an accrual basis.

     Contributions

     Contributions  from  the  Company  under  the  Participation
     Account  are  accrued  and  paid  annually  based   upon   a
     determination  by the Board of Directors of the  Company  in
     accordance with the provisions of the Plan.

     Payment of Benefits

  Benefits payments are recorded when paid.

     Reclassifications

     Certain  reclassifications  were  made  to  the  prior  year
     statement net of assets available for plan benefits in order
     to  adopt  the  provisions of Statement  on  Position  99-3,
     Accounting for and Reporting of Certain Defined Contribution
     Plan Investments and Other Disclosure Matters.
                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN

                  Notes to Financial Statements

C.   Investments

     The  following table presents investments that  represent  5
     percent or more of the Plan's net assets as of December 31:
     
                                                
                                         1999         1998

     GMO US Core Fund III*               $ 32,938,437 $ 38,983,437

     GMO Domestic Bond Fund III*           26,266,889   30,244,229

     T. Rowe Price Equity Index Trust      19,654,715   -

     Van Kampen Emerging Growth Fund,
     Class A                               17,973,802   -

     T. Rowe Price Balanced Fund           16,307,737   -

     T. Rowe Price Blue Chip Growth
     Fund                                  12,996,690   -

     T. Rowe Price Summit Cash Reserves
     Fund                                  12,322,184   -

     Millipore Common Stock                10,777,402    6,968,924

     Vanguard Index TR500 Portfolio        -            15,772,342

     Investment Co. of America             -            10,820,078

     Dodge & Cox Balanced Fund             -             9,277,315

     AIM Equity FDS Constellation          -             9,144,542

     AIM Ltd. Maturity Treasury Shares     -             6,969,038

     * Non-participant directed

     

     During the year ended December 31, 1999, the Plan's
     investments (including gains and losses on investments
     bought and sold, as well as held during the year)
     appreciated in value as follows:

          Mutual Funds                       $ 20,833,165
          Common Stock                       $   2,435,673


                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN

                  Notes to Financial Statements

D.   Non-Participant Directed Investments

     Information   about  the  net  assets  and  the  significant
     components of the changes in net assets relating to the non-
     participant directed investments, the Participation Account,
     is as follows:
     
     
                                                  December 31,
                                                   
                                              1999            1998
          Net Assets:
               Mutual Funds               $  73,803,889   $  69,146,431


                                           Year Ended
                                          December 31,
                                              1999
          Change in Net Assets:
               Contributions              $   5,016,613
               Earnings                       5,446,357
          Benefits paid to
           Participants                      (5,805,512)
          Net change in assets            $   4,657,458


E.   Interest in Master Trust

  Prior to August 1, 1999, the assets of the Balanced Fund of
  the Plan and of the Retirement Plan were commingled and
  jointly invested in a Master Trust.  The Participation and
  Savings Accounts' share of these investments were presented as
  `Interest in Master Trust' in the prior year financial
  statements.  Interest in Master Trust consisted of
  contributions, net of benefits paid and a pro rata share of
  income earned of approximately 88.5% at December 31, 1998.
  Total mutual fund investments in the Master Trust as of
  December 31, 1998 were $80,608,430.  Subsequent to August 1,
  1999, the assets are no longer commingled.

     Income earned on commingled investments of the Master Trust
     for the period ended July 31, 1999 was as follows:

        Interest and dividends             $1,427,152

        Net depreciation of investments   (1,119,814)

        Investment income                $    307,338


     Investment income relating to the Master Trust was allocated
     to  the  individual plans based upon the pro rata share  and
     was   reported  in  net  appreciation  in  fair   value   of
     investments  in  the  Statement of  Changes  in  Net  Assets
     Available for Plan Benefits.
                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN

                  Notes to Financial Statements

F. Reconciliation of Financial Statements to Form 5500

     The  following  is a reconciliation of net assets  available
     for  plan benefits per the financial statements to the  Form
     5500 at December 31:

                                              
                                   1999              1998
Net assets available for plan
benefits per the financial
statements                         $175,866,750     $148,868,671
Amounts  allocated to  withdrawing
participants                       (     -     )      (2,618,508)
Net   Assets  available  for  plan
benefits per the Form 5500         $175,866,750     $146,250,163



     The following is a reconciliation of benefit payments per
     the statement of changes in net assets available for plan
     benefits to the Form 5500 for the year ended December 31,
     1999:


                                
Benefit payments per the
statement of changes in net
assets available for plan
benefits                           $  14,901,819
Less:  Amounts allocated to
withdrawing participants
at December 31, 1998                  (2,618,508)
Benefits paid to participants per
the Form 5500                      $  12,283,311



     Amounts  allocated to withdrawing participants are  recorded
     on  the  Form 5500 as benefits payable and represent benefit
     claims  that  have been processed and approved  for  payment
     prior to December 31 but not yet paid as of that date.

G.   Plan Termination

     While   the   Company  has  not  expressed  any  intent   to
     discontinue its contribution to the Plan, it is free  to  do
     so at any time under the current provisions of the Plan.  In
     the   event   of  a  permanent  discontinuance  of   Company
     contributions  to  the  Plan, dissolution  of  the  Company,
     acquisition  of  the Company by an unaffiliated  Company  or

     vote by the Company's Board of Directors to discontinue  the
     Plan,   the  Plan  shall  be  deemed  terminated  and   each
     participant  shall be entitled to an immediate  distribution
     of their account.

H.   Tax Status

     The Internal Revenue Service has determined and informed the
     Company  by  a letter dated May 15, 2000, that the  Plan  is
     designed  in  accordance  with applicable  sections  of  the
     Internal  Revenue Code.  Therefore, no provision for  income
     taxes has been included in the Plan's financial statements.

                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN

 Schedule of Assets Held for Investment Purposes as of December
                           31, 1999**


                                    
                                              Fair
     Security Description        Units        Value

     Millipore Asset
     Allocation Fund

     GMO US Core Fund III *   1,894,102    $ 32,938,437

     GMO Domestic Bond Fund
     III *                    2,902,419      26,266,889

     GMO Small Cap Value
     Fund III *                 296,181       3,758,541

     GMO REIT Fund III *        371,932       3,153,985

     GMO Small Cap Growth
     und III *                  190,753       2,685,809

                                           $ 68,803,661
     *  Non-participant directed

     ** Cost information which is required was not available



               CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No.2-85698) of Millipore
Corporation of our report dated June 7, 2000, relating to the
financial statements of Millipore Corporation Employees'
Participation and Savings Plan, which appears in this Form 11-K.


PricewaterhouseCoopers LLP



Boston, Massachusetts
June 7, 2000