POWER OF ATTORNEY
                                   
                                   


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned Directors and
Officers of Millipore Corporation (the "Corporation"), do hereby
constitute and appoint John A. Gilmartin and Geoffrey Nunes and each of
them individually, their true and lawful attorneys and agents to
execute on behalf of the Corporation the Form 10-K Annual Report of the
Corporation for the fiscal year ended December 31, 1994, and all such
additional instruments related thereto which such attorneys and agents
may deem to be necessary and desirable to enable the Corporation to
comply with the requirements of the Securities Exchange Act of 1934, as
amended, and any regulations, orders, or other requirements of the
United States Securities and Exchange Commission thereunder in
connection with the preparation and filing of said Form 10-K Annual
Report, including specifically, but without limitation of the
foregoing, power and authority to sign the names of each of such
Directors and Officers on his behalf, as such Director or Officer, as
indicated below to the said Form 10-K Annual Report or documents filed
or to be filed as a part of or in connection with such Form 10-K Annual
Report; and each of the undersigned hereby ratifies and confirms all
that said attorneys and agents shall do or cause to be done by virtue
thereof.


SIGNATURE                TITLE                    DATE



/S/John A. Gilmartin     Chairman, President      February 9, 1994
John A. Gilmartin        Chief Executive Officer
                         and Director



/S/Charles D. Baker      Director                 February 9, 1994
Charles D. Baker



/S/Samuel C. Butler      Director                 February 9, 1994
Samuel C. Butler



/S/Mark Hoffman          Director                 February 9, 1994
Mark Hoffman



/S/Gerald D. Laubach     Director                 February 9, 1994


Gerald D. Laubach
Power of Attorney
Page 2



SIGNATURE                TITLE                    DATE



/S/Steven Muller         Director                 February 9, 1994
Steven Muller



/S/Thomas O. Pyle        Director                 February 9, 1994
Thomas O. Pyle



/S/John F. Reno          Director                 February 9, 1994
John F. Reno