SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                 FORM 10-K/A
                                Amendment #1

              Annual Report Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934
                 For the fiscal year ended December 31, 1993
                        Commission File Number 0-1052

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

      MASSACHUSETTS                     04-2170233
(State or other jurisdiction of    (I.R.S. Employer
incorporation or organization)     Identification No.)

  80 Ashby Road, Bedford, MA               01730
(Address of principal executive         (Zip Code)
offices)

Registrant's telephone number, including area code 617-275-9200

Securities registered pursuant to Section 12(b) of the Act:
                                         Name of exchange
            Title of Class              on which registered

   COMMON STOCK, $1.00 PAR VALUE    NEW YORK STOCK EXCHANGE, INC.

     Securities registered pursuant to Section 12(g) of the Act:
                                    None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 
during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes  X         No

Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of regulation S-K is not contained herein and will not be contained 
to the best of registrant's knowledge in definitive proxy or information 
statements incorporated by reference in Part III of Form 10-K or any 
amendment to this Form 10-K [ ] 

As of January 31, 1994, the aggregate market value of the registrant's 
voting stock held by non-affiliates of the registrant was approximately 
$1,141,605,000 based on the closing price on that date on the New York Stock 
Exchange.

As of February 25, 1994, 28,191,515 shares of the registrant's Common Stock 
were outstanding.

                     DOCUMENTS INCORPORATED BY REFERENCE
     Document                           Incorporated into Form 10K
1993 Annual Report to Shareholders           Parts I and II
(pages 33-51 only)

Definitive Proxy Statement                   Part III
dated March 18, 1994

                                 SIGNATURES

     Pursuant to the requirements of Section 12b-15 of the Securities Exchange 
Act of 1934, the Registrant has duly caused this Amendment #1 to its Annual 
Report on Form 10-K to be signed on its behalf by the undersigned thereunto 
duly authorized.

                              MILLIPORE CORPORATION
                              Geoffrey Nunes


                              By  /s/ Geoffrey Nunes
                                Senior Vice President

Dated: June 28, 1994





                              INDEX TO EXHIBITS



   Exhibit No.          Description                  Tab No.


        (10)   Executive "Sales of Business"     1-Enclosed
               Incentive Termination
               Agreements (2)

        (11)   Computation of Per Share Earnings 2-Previously
                                                   Submitted
        (13)   Annual Report to Shareholders,
               December 31, 1993                 3-Previously
                                                   Submitted

        (21)   Subsidiaries of Millipore         4-Previously
                                                   Submitted
        (23)   Consents of Experts
               (see page 21 hereto)

        (24)   Power of Attorney                 5-Previously
                                                   Submitted