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 fiscal year ended December 31, 1993
                                      
                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                          (Full title of the Plan)
                                      
                            MILLIPORE CORPORATION
        (Name of issuer of the securities held Pursuant to the Plan)
                                      
                                80 Ashby Road
                        Bedford, Massachusetts 01730
                   (Address of 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


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


DATE:       June 28, 1994

















                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                      
                   For the Years Ended December 31, 1993,
                                      
                   December 31, 1992 and December 31, 1991
                                      
               MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION
                              AND SAVINGS PLAN
                                      
          Index to Financial Statements and Supplemental Schedules
                                      



Financial Statements and Exhibits

                                        Page No.

Report of Independent Accountants        F-1

Statements of Financial Condition at
December 31, 1993 and 1992               F-2

Statements of Income and Changes in Plan
Equity for the years ended December 31, 1993
1992 and 1991                            F-3

Notes to Financial Statements            F-4 - F-12

Schedule of Assets Held for Investment
at December 31, 1993                     F-13- F-14

Schedule of Reportable Transactions for the year
ended December 31, 1993                  F-15

Consent of Independent Accountants       F-16


                      Report of Independent Accountants
                                      


To the Committee of Millipore Corporation
Employees' Participation and Savings Plan:

We  have  audited the accompanying statements of financial condition  of  the
Millipore  Corporation  Employees'  Participation  and  Savings  Plan  as  of
December 31, 1993 and 1992, and the related statements of income and  changes
in  plan equity for the years ended December 31, 1993, 1992 and 1991.   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  in  accordance with generally  accepted  auditing
standards.   Those standards 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.
An   audit  also  includes  assessing  the  accounting  principles  used  and
significant  estimates made by management, as well as evaluating the  overall
financial  statement  presentation.  We believe that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all  material respects, the financial condition of the Millipore  Corporation
Employees'  Participation and Savings Plan as of December 31, 1993  and  1992
and  the  income and changes in plan equity for the years ended December  31,
1993,  1992  and  1991  in  conformity  with  generally  accepted  accounting
principles.

As  more  fully  described in Note F to the financial  statements,  the  Plan
changed  its method of accounting for distributions payable in the  statement
of financial condition.

Our  audits  were  made for the purpose of forming an opinion  on  the  basic
financial  statements taken as a whole.  The supplemental  schedules  of  (1)
assets held for investment and (2) reportable transactions are presented  for
the  purpose of additional analysis and are not a required part of the  basic
financial  statements  but  are 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.  The supplemental
schedules  have  been  subjected to the auditing procedures  applied  in  the
audits  of  the  basic financial statements and, in our opinion,  are  fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.


                                             /s/Coopers & Lybrand
Boston, Massachusetts                        Coopers & Lybrand
June 24, 1994
                                     F-1

                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                      STATEMENTS OF FINANCIAL CONDITION
                         December 31, 1993 and 1992

                                      
                                    1993
                    Millipore   Short-Term             Guaranteed                             
                      Common      Income    Balanced     Income     Equity       Loan         
                      Stock        Fund       Fund        Fund       Fund        Fund      Total
                       Fund
Assets                                                                                   
                                                                     
Cash                $       -   $       -  $        -  $       -  $       -    $     -    $           -
Investments, at                                                                         
fair value:
Common stock of                                                                          
Millipore
Corporation, 84,068                                                                      
shares
with a cost of                                                                           
$2,714,192          3,362,720            -          -          -          -         -         3,362,720
Other Investments      15,393   18,976,434 79,065,170  5,082,654    5,580,384       -       108,720,035
                                                                                         
                                                                                         
Contributions                                                                            
receivable:
Participation Plan          -           -   6,799,572          -         -          -         6,799,572
Savings Plan:                                                                            
Employee                                                                                 
Contribution           40,333      250,987    171,530     75,738      88,336        -           626,924
Employer                                                                                 
Contribution           11,715       70,147     50,580     21,778      25,214        -           179,434
Dividends and                                                                            
interest               11,917       57,851    130,109        167         197        -           200,241
Loan repayments                                                                          
receivable              7,881       68,749     51,371      4,223      15,039  5,922,916       6,070,179
                                                                                         
Total assets       $3,449,959  $19,424,168 $86,268,332 $5,184,560 $5,709,170 $5,922,916    $125,959,105
                                                                                        
                                                                                         
Liabilities and                                                                          
Plan Equity
Accounts payable                                                                         
and accrued                                                                              
expenses              $1,050        $6,786    $44,892       $447      $577       $     -         $53,752
Total liabilities      1,050         6,786     44,892        447       577             -          53,752
                                                                                         
Plan equity        3,448,909    19,417,382 86,223,440  5,184,113 5,708,593     5,922,916     125,905,353
                                                                                         
                                                                                         
Total liabilities                                                                        
and plan equity   $3,449,959  $19,424,168 $86,268,332 $5,184,560 $5,709,170   $5,922,916    $125,959,105
                                                                                         
                                                                                         
  The accompanying notes are an integral part of the financial statements.
                                      
                                     F-2


                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                      STATEMENTS OF FINANCIAL CONDITION
                         December 31, 1993 and 1992
                                      


                                    1992
                    Millipore   Short-Term             Guaranteed                             
                      Common      Income    Balanced     Income     Equity       Loan         
                      Stock        Fund       Fund        Fund       Fund        Fund      Total
                       Fund
                                                                    

Assets                                                                                   
Cash                $        -  $      -   $       -   $       -  $        -  $       -  $      -
Investments, at                                                                          
fair value:
Common stock of                                                                          
Millipore
Corporation, 72,846                                                                      
shares
with a cost of                                                                           
$2,385,177           2,576,922         -           -           -          -           -    2,576,922
Other Investments           30  18,392,609 71,578,183  3,720,971  3,361,872           -   97,053,665
                                                                                         
Contributions                                                                            
receivable:
Participation Plan           -         -    6,797,536          -          -           -    6,797,536
Savings Plan:                                                                            
Employee                                                                                 
Contribution            35,695     406,659        498     63,416     60,340           -      566,608
Employer                                                                                 
Contribution            11,220     128,384          -     20,026     18,461           -      178,091
Dividends and                                                                            
interest                 9,536      66,292    226,700     66,662        167           -      369,357
Loan repayments                                                                          
receivable               4,641      13,588     28,968      9,527     12,871    5,056,665   5,126,260
Total assets        $2,638,044 $19,007,532 $78,631,885 $3,880,602 $3,453,711  $5,056,665 $112,668,439
                                                                                        
                                                                                         
Liabilities and                                                                          
Plan Equity
Accounts payable                                                                         
and accrued                                                                              
expenses               $2,248      $35,226    $49,707     $1,970     $1,232      $     -     $90,383
                                                                              
                                                                                         
Termination and                                                                          
withdrawals                                                                              
 payable              64,859       354,634  1,301,638     58,447    58,474             -   1,838,052
Total liabilities     67,107       389,860  1,351,345     60,417    59,706             -   1,928,435
                                                                                         
Plan equity         2,570,937   18,617,672 77,280,540  3,820,185 3,394,005     5,056,665 110,740,004   
Total liabilities                                                                        
and plan equity    $2,638,044  $19,007,532 $78,631,885 $3,880,602 $3,453,711  $5,056,665 $112,668,439
                                                                                                                                  
  The accompanying notes are an integral part of the financial statements.
                                      
                                     F-2
 
 
                          MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
               STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
                      December 31, 1993, 1992, and 1991
                                     
                                    1993
 

                   Millipore   Short-Term             Guaranteed                             
                      Common      Income    Balanced     Income     Equity       Loan         
                      Stock        Fund       Fund        Fund       Fund        Fund       Total
                       Fund
                                                                             
Investment income /                                                                      
(loss):
Dividends on                                                                             
Millipore                                                                                
  Corporation                                                                            
  common stock     $ 44,702    $        -  $        -   $        - $        -    $      -   $  44,702
Investment income     3,900        56,096   3,981,591            -    329,514           -   4,371,101
Interest              2,401       723,172           -      262,301          -     359,123   1,346,997
Net unrealized                                                                           
  appreciation/(de                                                                       
  preciation) of                                                                         
  investments       456,783       (85,528)          -            -    181,384           -     552,639
Total investment                                                                         
income              507,786       693,740   3,981,591      262,301    510,898     359,123   6,315,439

Contributions:                                                                           
Company                                                                                  
contributions:
Participation Plan        -             -   6,799,572            -          -           -   6,799,572    
Savings Plan        121,390       687,455     518,884      214,372    250,858           -   1,792,959
Employee Savings                                                                         
Plan
Contributions       409,285     2,005,415   1,694,996      733,636    912,554           -   5,755,886
Total Contributions 530,675     2,692,870   9,013,452      948,008  1,163,412           -  14,348,417

Terminations and                                                                         
withdrawals        (133,884)   (1,478,774) (4,944,349)    (339,835)  (270,827)   (160,030) (7,327,699)
Expenses             (1,050)       (6,786)          -         (447)      (577)          -      (8,860)
Loans to                                                                                 
participants, net   (59,433)     (459,370)   (117,396)       4,430    (35,389)    667,158           -
Participant                                                                              
interfund transfers (30,981)     (996,604)   (292,036)     431,024    888,597           -           - 
Income before                                                                            
cumulative effect                                                                        
of change in                                                                             
accounting                                                                               
principle           813,113       445,076   7,641,262    1,305,481  2,256,114     866,251  13,327,297
Cumulative effect                                                                        
of change in                                                                             
accounting                                                                               
for                                       
distributions                                                                            
payable              64,859       354,634   1,301,638       58,447     58,474           -   1,838,052

Net Income          877,972       799,710   8,942,900    1,363,928  2,314,588     866,251  15,165,349
Plan equity at                                                                           
January 1         2,570,937    18,617,672  77,280,540    3,820,185  3,394,005   5,056,665 110,740,004
Plan equity at                                                                           
December 31      $3,448,909   $19,417,382  $86,223,440    $5,184,113 $5,708,593   5,922,916 $125,905,353 
  The accompanying notes are an integral part of the financial statements.
                                     F-3
 

                           MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
               STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
                      December 31, 1993, 1992, and 1991
                                      
                                    1992
 

                   Millipore   Short-Term             Guaranteed                             
                      Common      Income    Balanced     Income     Equity       Loan         
                      Stock        Fund       Fund        Fund       Fund        Fund      Total
                       Fund
                                                                                         
                                                                      
Investment income /                                                                      
(loss):
Dividends on                                                                             
Millipore                                                                                
  Corporation                                                                            
  common stock     $ 35,412    $        -  $         - $        -  $         -   $      -  $    35,412
Investment income    16,680        62,728    2,989,099          -      134,422          -    3,202,929
Interest              2,390       755,977            -    227,630            -    297,992    1,283,989
Net unrealized                                                                           
  appreciation/(de                                                                       
  preciation) of                                                                         
  investments       (101,103)     (38,470)           -          -       74,679          -      (64,894)
Total investment                                                                         
income/(loss)        (46,621)     780,235    2,989,099    227,630      209,101    297,992    4,457,436
                                                                                         
Contributions:                                                                           
Company                                                                                  
contributions:
Participation Plan         -            -    6,797,536          -           -           -    6,797,536
Savings Plan         111,027      712,640      526,573    172,882     197,021           -    1,720,143
Employee Savings                                                                         
Plan
Contributions        384,720    2,118,753    1,652,569    583,126     653,026           -    5,392,194  
Total Contributions  495,747    2,831,393    8,976,678    756,008     850,047           -   13,909,873
                                                                                         
Terminations and                                                                         
withdrawals         (156,488)  (1,742,324)  (7,282,089)  (234,100)   (201,415)   (251,837)  (9,868,253)
Expenses              (2,248)     (35,226)           -     (1,970)     (1,232)          -      (40,676)
Loans to                                                                                 
participants, net    (80,108)    (525,803)    (350,166)   (63,619)    (52,081)  1,071,777            -
Participant                                                                              
interfund transfers   67,412     (619,630)    (313,343)   364,455     501,106           -            -       
                                                                                         
Net income           277,694      688,645    4,020,179  1,048,404   1,305,526   1,117,932   8,458,380
Plan equity at                                                                           
January 1          2,293,243   17,929,027   73,260,361  2,771,781   2,088,479   3,938,733 102,281,624
Plan equity at                                                                           
December 31       $2,570,937  $18,617,672  $77,280,540 $3,820,185  $3,394,005  $5,056,665 $110,740,004
                                                                                         
  The accompanying notes are an integral part of the financial statements.
                                      
                                     F-3


                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
               STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
                      December 31, 1993, 1992, and 1991
                                      
                                    1991


                    Millipore   Short-Term             Guaranteed                             
                      Common      Income    Balanced     Income     Equity       Loan         
                      Stock        Fund       Fund        Fund       Fund        Fund      Total
                       Fund
                                                                      
Investment income /                                                                      
(loss):
Dividends on                                                                             
Millipore                                                                                
  Corporation                                                                            
  common stock     $ 31,450     $        - $         -  $        -  $        -  $      -  $   31,450
Investment income   144,826              -   7,242,573           -      81,811         -   7,469,210
Interest              3,331      1,101,822           -     224,326           -   264,561   1,594,040
Net unrealized                                                                           
  appreciation/(de                                                                       
  preciation) of                                                                         
  investments       (46,724)       195,920           -           -     267,048         -     416,244
Total investment                                                                         
income/(loss)       132,883      1,297,742   7,242,573     224,326     348,859   264,561   9,510,944
                                                                                         
Contributions:                                                                           
Company                                                                                  
contributions:
Participation Plan        -              -   6,425,823           -           -         -   6,425,823
Savings Plan        119,972        776,978     531,061     143,420     120,411         -   1,691,842
Employee Savings                                                                         
Plan
Contributions       400,273      2,264,177   1,576,556     459,256     399,542         -   5,099,804  
Total Contributions 520,245      3,041,155   8,533,440     602,676     519,953         -  13,217,469
                                                                                         
Terminations and                                                                         
withdrawals        (281,026)    (2,851,666) (7,653,416)   (572,726)  (83,784)   (260,513)(11,703,131)
                                                                                         
Expenses               (950)       (35,355)          -      (1,928)   (1,297)          -     (39,530)
Loans to                                                                                 
participants, net   (58,860)       (68,508)    (84,604)    (30,223)   23,710     218,485           -
Participant                                                                              
interfund transfers(447,013)     1,108,035    (954,164)    (81,126)  374,268           -           -     
                                                                                         
Net income/(loss)  (134,721)     2,491,403   7,083,829     140,999 1,181,709     222,533  10,985,752
Plan equity at                                                                           
January 1         2,427,964     15,437,624  66,176,532   2,630,782   906,770   3,716,200  91,295,872
Plan equity at                                                                           
December 31      $2,293,243    $17,929,027 $73,260,361  $2,771,781 $2,088,479 $3,938,733 $102,281,624
                                                                                         
  The accompanying notes are an integral part of the financial statements.
                                      
                                     F-3


                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                      
                        Notes to Financial Statements
                                      
                                      
A.   Description of the Plan

     The Millipore Corporation Employees' Participation and Savings Plan (the
     Plan)  covers all U.S. employees who have at least two years  continuous
     service with Millipore Corporation (the Company) and is subject  to  the
     provisions  of  the  Employee Retirement Income  Security  Act  of  1974
     (ERISA).    The   Plan   includes   a   profit   participation   feature
     (Participation  Plan) and a savings plan feature  (Savings  Plan).   The
     plan  has  been  amended,  effective January  1,  1986,  to  reduce  the
     eligibility  requirements for the Savings Plan from  two  years  to  six
     months.   Effective  April  1,  1989,  eligibility  for  new  hires   to
     participate in the Savings Plan was changed to one year.

     Under   the   Participation  Plan,  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  Balanced  Fund.   The  Participation Plan is  integrated  with  the
     Retirement  Plan  for  Employees  of Millipore  Corporation  (Retirement
     Plan),  a  separate  plan, which provides guaranteed  retirement  income
     levels  to  the  extent  such income levels  are  not  provided  by  the
     Participation Plan.

     Under the Savings Plan, participants may make voluntary contributions of
     up  to  12% of their eligible compensation.  Prior to April 1, 1987  all
     participants  with 10 or more years of service would receive  a  Company
     match  of  25% of their contributions.  Participants with less  than  10
     years  of  service  would  receive a  Company  match  of  25%  of  their
     contribution  up to 6% of their eligible compensation.  Effective  April
     1,  1987,  the  Company  changed its matching  contribution  policy  for
     participants  with  10  or more years of service  --  such  participants
     receive  a Company match of 50% of their contribution up to 6% of  their
     eligible compensation.

     Contributions  under the Savings Plan and the Company's matching  amount
     may be invested, at the participants election, in the Balanced Fund, the
     Short-Term Income Fund, the Equity Fund, the Guaranteed Income  Fund  or
     the Millipore Common Stock Fund.  Participants are generally allowed  to
     borrow  from the Plan the amounts contributed by them and the  Company's
     matching amount.

                                     F-4

                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                      
                  Notes to Financial Statements (Continued)
                                      
A.   Description of the Plan (Continued)

     Borrowings  are evidenced by interest bearing promissory notes  and  are
     reflected  in  the Loan Fund net of principal repayments.  All  interest
     payments are credited to the participant's account.

     All contributions, and income earned thereon, under both sections of the
     Plan  are  fully and immediately vested.  Participants who  are  59  1/2
     years  or older may at any time withdraw amounts contributed by them  as
     well as income earned thereon.

     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 thereon, will be distributed in a lump  sum  to
     the  participant  or beneficiary.  Participation Plan  contributions  in
     such  cases  and  income  earned  thereon  may  be  transferred  to  the
     Retirement Plan for distribution in accordance with its provisions.

     A  detailed  description of the Plan is available upon  request  at  the
     Company's headquarters in Bedford, Massachusetts.

B.   Summary of Significant Accounting Policies

     Basis of Accounting

     The  financial  statements of the Plan are prepared  under  the  accrual
     method of accounting.

     Investment Valuation

     Money  market funds are valued at cost, which approximates  fair  market
     value.   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 if traded on a
     national  securities exchange or the last reported bid price as  of  the
     last  business day of the year if traded on the over-the-counter market.
     Insurance  contracts are valued at contract value.  Purchases and  sales
     of  securities are recorded on a trade date basis.  Realized  gains  and
     losses  on sales of securities are based on average cost.  In accordance
     with  the  policy of stating investments at fair value,  net  unrealized
     appreciation or depreciation for the year is reflected in the  statement
     of income and changes in plan equity.

                                     F-5

                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                      
                  Notes to Financial Statements (Continued)
                                      
                                      
                                      
B.   Summary of Significant Accounting Policies (Continued)

     Dividend and Interest Income

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

     Contributions

     Contributions from the Company under the Participation Plan 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 are recorded when paid.

C.   Investment Programs

     The  Plan's assets are invested among five investment funds and  a  loan
     fund.   The  mix  of investments within each fund is determined  by  the
     trustees of the Plan.

     Millipore Common Stock Fund:

     This fund's investments consist primarily of Millipore Common Stock.

     Short-Term Income Fund:

     Investments of this fund include fixed income securities of money market
     funds  and  mutual  funds  that are invested  solely  in  United  States
     Treasury Securities.

     Balanced Fund:

     Investments  of this fund include money market funds, and  mutual  funds
     and are intended to provide a mixture of capital growth and income.

                                     F-6

                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                      
                  Notes to financial Statements (Continued)
                                      
                                      
C.   Investment Programs (Continued)

     Guaranteed Income Fund:

     Investments  of this fund include fixed income securities with  specific
     maturity dates and fixed rates of interest.

     Equity Fund:

     Investments  of  this  fund include equity mutual funds  or  convertible
     bonds.

     Loan Fund:

     This  fund  consists of amounts borrowed by participants less  principal
     repayments.  Loans to participants are reflected as an increase in  Loan
     Fund  equity and as a decrease in the equity of the investment fund from
     which  the  loan  was made.  Repayments, conversely,  reduce  loan  fund
     equity  and increase the respective investment fund's equity.   Interest
     paid  to the Plan on loans to participants is credited to the borrower's
     account in the investment fund to which repayments are allocated.
     
     Significant Investments

     The  following table presents investments that represent  5  percent  or
     more of the combined Participation and Retirement plan total net assets.
     
                                         1993          1992
     
     Provident Instit. FDS/Tempfund $10,387,989$           -
     AIM Ltd. Maturity Treas. Shares 56,657,400   26,643,839
     US Treas. Bill DTD 3/17/94       7,876,291            -
     Galaxy Treasury Fund                     -   12,093,343
     AIM S-T Investment Co. Prime             -   13,664,737
     US Treas. Bill DTD 4/1/93                -    9,925,600
     US Treas. Bill DTD 7/1/93                -    9,837,800
     
D.   Retirement Plan Investments

     The  assets  of  the  Plan  and the assets of the  Retirement  Plan  are
     commingled  and  jointly invested in the Balanced Fund.  The  Retirement
     Plan's  share  of  the  investments of the  Balanced  Fund  consists  of
     contributions,  net  of benefits paid, and a pro rata  share  of  income
     earned thereon.

                                     F-7

                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                      
                  Notes to Financial Statements (Continued)
                                      
                                      
                                      
E.   Investment Income

Income earned on commingled investments of the Balanced Fund (Note D) for the
years ended December 31, 1993, 1992, and 1991 is summarized below.


                            1993        1992         1991

Interest and dividends  $2,691,410  $2,813,251  $4,172,828
                                                
Realized gain on sales                          
of investments           2,995,479     360,622      72,350
                                                
Unrealized appreciation                         
(depreciation) of                               
investments             (1,378,115)     82,953   3,552,727
                                                
Expenses                   (44,892)    (49,707)    (57,486)
                                    
                                                
Total net investment                            
income                  $4,263,882  $3,207,119  $7,740,419
                                                
Portion attributable to                         
the Plan                $3,981,591  $2,989,099  $7,242,573















                                     F-8
 
                           MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                      
                  Notes to Financial Statements (Continued)


E.   Investment Income (Continued)

Realized and unrealized gains and losses on investments of the Plan's funds
are summarized below.  The Guaranteed Income Fund had no realized gains or
losses on investments in 1993, 1992, and 1991.  The Short-Term Income Fund
and Equity Fund had no realized gains or losses on investments in 1991.

REALIZED GAINS

               ------------ 1993 ---------------------

               Short-Term             Millipore
                 Income       Equity    Common   Balanced
                  Fund         Fund   Stock Fund   Fund         Total

Amount realized   $15,034,878 $1,667,321 $784,731 $105,944,690 $123,431,620
Average cost of
  investments sold 14,978,782  1,457,155  780,831  102,949,211  120,165,979
Net realized gain $    56,096 $  210,166 $  3,900 $  2,995,479 $  3,265,641


               ------------ 1992 ----------------------

               Short-Term             Millipore
                 Income       Equity    Common   Balanced
                  Fund         Fund   Stock Fund   Fund        Total

Amount realized   $3,348,156 $1,324,587 $899,365 $ 67,719,023 $73,291,131
Average cost of
  investments sold 3,285,428  1,266,393  882,685   67,358,401  72,792,907
Net realized gain $   62,728 $   58,194 $ 16,680 $    360,622 $   498,224


               ----------- 1991 ------------------------

                                   Millipore
                                     Common   Balanced
                                   Stock Fund   Fund     Total

Amount realized                  $1,927,337 $72,229,935 $74,157,272
Average cost of
  investments sold                1,782,511  72,157,585  73,940,096
Net realized gain                $  144,826 $    72,350 $   217,176

                                     F-9

                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                      
                  Notes to Financial Statements (Continued)
                                      
                                      
E.   Investment Income (Continued)

UNREALIZED APPRECIATION/(DEPRECIATION) OF INVESTMENTS


          -----------------------1993 ---------------------------------------

                     Millipore                            
            Equity     Common    Balanced    Short-       
             Fund      Stock       Fund       Term      Total
                        Fund                 Income
                                              Fund
                                                      
Balance                                               
at beginning                                             
of period   $301,216   $191,745   $3,457,263  $179,332   $4,129,556
Change                                                
for                                                   
 period      181,384   456,783    (1,378,115)  (85,528)    (825,476)
Balance                                               
at end of    
 period     $482,600  $648,528    $2,079,148   $93,804   $3,304,080
                        
 
          --------------------1992 -------------------------------
                                                      
Balance                                               
at beginning                                             
of period   $226,537   $292,848   $3,374,310  $217,802  $4,111,497
Change                                                
for                                                   
 period       74,679   (101,103)      82,953   (38,470)     18,059
Balance                                               
at end of                                              
 period     $301,216   $191,745   $3,457,263  $179,332  $4,129,556
    
                                                      
          -----------------------1991 -------------------------
                                                      
Balance                                               
at beginning                                             
of period   $(40,511)  $339,572    $(178,417)  $21,882    $142,526
Change                                                
for                                                   
 period      267,048    (46,724)   3,552,727   195,920   3,968,971
Balance                                               
at end of    
 period     $226,537   $292,848   $3,374,310  $217,802  $4,111,497
          
                                                      




                                    F-10
 
                           MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                  Notes to Financial Statements (Continued)
                                      
E.   Investment Income (Continued)

Income  earned  by  each fund, including realized and  unrealized  gains  and
losses on investments, is allocated to participants' accounts based on  their
pro  rata share of contributions and income earned thereon.  At December  31,
1993,  there were 616 employees participating in Millipore Common Stock Fund,
1,493 in the Short-Term  Income Fund, 3,029 in the Balanced Fund, 622 in  the
Guarantee  Income  Fund,  and  701  in  the  Equity  Fund,   There  were  907
participants with loans outstanding from the Loan Fund at December 31,  1993.
Employees are permitted to invest in more than one fund.

F.   Distributions Payable

In  July  of  1993,  the American Institute of Certified  Public  Accountants
issued  an  audit  guide  entitled "Audits of Employee  Benefit  Plans,  with
conforming changes as of May 1, 1993", (the "Guide").  The provisions of  the
Guide  are  effective for plan years beginning after December 15, 1990.   The
Guide  prohibits  the  recognition, as a liability, of amounts  allocated  to
participants who have withdrawn from the Plan as of year end, but  for  which
disbursement of those funds has not been made by year end, in the  statements
of  financial  condition.  Disclosure of such amounts, however, is  required.
Accordingly, the Plan has adopted these provisions effective January 1, 1993.
The  cumulative effects of the adoption of this provision as  of  January  1,
1993  were  a decrease in terminations and withdrawals payable of  $1,838,052
and  an increase in net income of $1,838,052 for the year ended December  31,
1993.

The following is a reconciliation of plan equity per the financial statements
to the Form 5500:
                                                            1993
          Plan equity per the financial statements        $125,905,353
          Amounts allocated to withdrawing participants      3,267,379
Net Assets available for benefits per the Form 5500       $122,637,974

The following  is  a reconciliation of terminations and withdrawals  per  the
     financial  statements to the Form 5500 for the year ended  December  31,
     1993:
                                                             1993
                  Terminations and withdrawals per the
                                   financial statements     $7,327,699
                 Add:  Amounts allocated to withdrawing
                      participants at December 31, 1993      3,267,379
               Less:  Amounts allocated to withdrawing
                      participants at December 31, 1992      1,838,052
        Benefits paid to participants per the Form 5500     $8,757,026

                                    F-11

                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                      
                  Notes to Financial Statements (Continued)
                                      
F.                    Distributions Payable (Continued)

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

G.   General Termination Condition

While   the  Company  has  not  expressed  any  intent  to  discontinue   its
contribution under the participation feature of 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  under  the  participation
feature  of 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 his account.

H.   Tax Status

The  Internal  Revenue Service has determined and informed the Company  by  a
letter  dated  April  2, 1985, that the Plan is designed in  accordance  with
applicable  sections of the Internal Revenue Code (IRC).  The plan  has  been
amended  since  receiving  the  determination  letter.   However,  the   Plan
administrator  and the Plan's tax counsel believe that the Plan  is  designed
and   is   currently  being  operated  in  compliance  with  the   applicable
requirements of the IRC.

Amounts contributed to the Plan by a participant or by the Company on  behalf
of a participant up to the amount deferrable under the Code are generally not
included  in  the participant's gross income in the year of the contribution.
Participants  are  not subject to federal income tax on  income  credited  to
their  account  nor  can they deduct losses charged to  their  account  until
distributions are made to them.  A participant or beneficiary may, in certain
circumstances, defer payment of federal income taxes on all or a  portion  of
distributions  from  the  Plan  by transferring  all  or  a  portion  of  the
distribution to an individual retirement account or other qualified plan.

                                    F-12

                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                      
       Schedule of Assets Held for Investment as of December 31, 1993
                                                     Fair
Security Description        Units        Cost       Value
                                                  
MILLIPORE  COMMON  STOCK FUND
Money Market:                                     
Provident Instit.  
FDS/Tempfund               15,393      $15,393     $15,393
Total Money Market                      15,393      15,393
Common Stock:                                     
Millipore Corp.            84,068    2,714,192   3,362,720
Total Common Stock                   2,714,192   3,362,720
TOTAL FUND INVESTMENTS              $2,729,585  $3,378,113
                                                  
SHORT-TERM INCOME FUND                            
Provident Instit.                                  
FDS/Tempfund            2,607,240   $2,607,240  $2,607,240
AIM Ltd. Maturity Treas.                             
Shares                  1,617,509   16,275,390  16,369,194
TOTAL FUND INVESTMENTS             $18,882,630 $18,976,434
                                      
                                                  
BALANCED FUND                                     
Money Market:                                     
Provident Instit.         
FDS/Tempfund            7,758,922   $7,758,922  $7,758,922
Vanguard MM Reserve                               
US Treas Port           1,034,971   1,034,971    1,034,971
AIM Money Market FD       705,191     705,191      705,191
Putnam Daily Dividend TR  636,135     636,135      636,135
Cash Mgmt.Tr.Amer. Sh.                            
Ben. Int.               2,131,566   2,131,566    2,131,566
AimS-TInvestmentCo.                               
Prime                     510,850     510,850      510,850
AIM Ltd. Maturity Treas.                             
Shares                  3,981,048  40,401,766   40,288,206
U.S. Treas Bill
DTD 3/17/94             8,000,000   7,876,291    7,876,291
U.S. Treas Bill
DTD 6/2/94              6,000,000   5,864,457    5,864,457
U.S. Treas Bill
DTD 9/22/94             6,000,000   5,847,604    5,847,604
Total Money Market                 72,767,753   72,654,193

Mutual Finds:                                     
AMCAP Fund                110,315   1,245,958    1,415,346
Investment Co. Amer.       75,651   1,082,701    1,416,186
Putnam  FD For Growth  &                          
Income                    103,192   1,185,334    1,403,409
Twentieth Century Inv.-                             
Growth                     59,979    1,010,247    1,343,533
Twentieth Century Inv.-                             
Select                    33,927    1,261,433    1,338,774
Washington Mutual Inv.  FD                          
INC.                      50,882      664,476      904,683
Vanguard/Windsor Fund                              
Inc.                      65,781      831,135      915,012
Vanguard Index TR500                          
Portfolio                 25,427    1,007,366    1,114,451
American Mutual FD Inc.   41,641      773,659      906,520
AIM Weingarten Fund       79,456      865,561    1,362,664
Total Mutual Funds                  9,927,870   12,120,578
                                                  
TOTAL FUND INVESTMENTS            $82,695,623  $84,774,771
                                                  
LESS:  Retirement Plan             (5,569,550)  (5,709,601)
                        
TOTAL PLAN INVESTMENTS            $77,126,073  $79,065,170
                               
                                      
                                    F-13
 
                           MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                      
 Schedule of Assets Held for Investment as of December 31, 1993 (continued)


                                                       Fair
Security Description      Units          Cost         Value
                                                   
GUARANTEED     INCOME                              
FUND
Money Market:                                      
Provident Instit.
FDS/Tempfund              1,589          $1,589       $1,589
Total Money Market                        1,589        1,589
Insurance Contract:                                 
Fidelity & Guaranty                                  
Life Ins. Co.         5,081,066       5,081,065    5,081,065
Total Insurance                                     
Contract                              5,081,065    5,081,065
TOTAL FUND INVESTMENTS               $5,082,654   $5,082,654
                                                   
EQUITY FUND                                        
Money Market:                                      
Provident Instit.                                   
FDS/Tempfund              4,845          $4,845       $4,845
Total Money Market                        4,845        4,845
                                                   
Mutual Fund:                                       
Investment Co. Amer.    297,839       5,092,939    5,575,539
Total Mutual Fund                     5,092,939    5,575,539
                                                   
TOTALFUND INVESTMENTS                $5,097,784   $5,580,384
                                                   
TOTAL INVESTMENTS                  $108,918,726 $112,082,755
                                 
                                                   

                                    F-14

                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                      
  Schedule of Reportable Transactions for the year ended December 31, 1993


The  following securities were traded during the year ended December 31, 1993
in  amounts  that  were  in  excess of 5% of the combined  Participation  and
Retirement Plan total assets at January 1, 1993.


                                                  Sales
Description of Security          Purchase Cost   Proceeds

Provident Institutional         $80,605,618    $69,992,047

Galaxy Treasury Fund             12,710,238     13,277,042

U.S. Treasury Bills              25,543,458     25,635,849

AIM Ltd. Maturity Treas. Shares  30,433,176

AIM Prime B                                     13,492,810


                                    F-15

                     CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statement of
Millipore Corporation on Form S-8 (File No. 2-85698) of our report dated June
24,  1994  on  our  audit  of  the  financial  statements  of  the  Millipore
Corporation Employees' Participation and Savings Plan as of December 31, 1993
and  1992,  and for the years ended December 31, 1993, 1992 and  1991,  which
report is included in this Annual Report on Form 11-K.



                                        /s/Coopers & Lybrand
                                        Coopers & Lybrand


Boston, Massachusetts
June 24, 1994


















                                    F-16