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, 1994
                                      
                            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 D. Gard
                                        Jeffrey D. Gard
                                        Committee for Administration
                                        of the Millipore Corporation
                                        Employees' Participation and
                                        Savings Plan



DATE:     June 28, 1995








                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                      
               For the Years Ended December 31, 1994 and 1993
                                      
               MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION
                              AND SAVINGS PLAN
                                      
          Index to Financial Statements and Supplemental Schedules
                                      
                                      


Financial Statements and Exhibits

                                                 Page

Report of Independent Accountants                 F-1


Statements of Net Assets Available for Plan Benefits at
December 31, 1994 and 1993                        F-2


Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1994     F-3


Notes to Financial Statements                     F-4 - F-13


Schedule of Assets Held for Investment at
December 31, 1994                                 F-14 - F-15


Schedule of Reportable Transactions for the year
ended December 31, 1994                           F-16


Consent of Independent Accountants                F-17

                                      
                      Report of Independent Accountants
                                      


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

We  have audited the accompanying statements of net assets available for plan
benefits  of  the Millipore Corporation Employees' Participation and  Savings
Plan  as of December 31, 1994 and 1993, and the related statements of changes
in  net  assets available for plan benefits for the year ended  December  31,
1994.   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 net assets available for plan  benefits  of  the
Millipore  Corporation  Employees'  Participation  and  Savings  Plan  as  of
December  31, 1994 and 1993 and the changes in net assets available for  plan
benefits  for  the year ended December 31, 1994 in conformity with  generally
accepted accounting principles.

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  Fund
information in the statement of net assets for benefits and the statement  of
changes  in  net assets available for benefits is presented for  purposes  of
additional analysis rather than to present the net assets available for  plan
benefits and changes in net assets available for plan benefits of each  fund.
The  supplemental schedules and Fund information 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.




Boston, Massachusetts                        Coopers & Lybrand L.L.P.
June 16, 1995
                                                          
                                   F-1

                            
                        

                            
                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
                         December 31, 1994 and 1993
                                      


                                    1994
                                      
                    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, 49,886                                                                      
shares
with a cost of      2,413,235         -         -           -            -         -     2,413,235
$1,802,564
Other Investments      21,381  9,536,291  43,924,441  3,566,108   4,548,472        -    61,596,693
                                                                                         
Contributions                                                                            
receivable:
Participation Plan         -          -    3,474,703        -            -         -     3,474,703
Savings Plan:                                                                            
Employee              15,456     106,609     102,354     41,042      65,876        -       331,337
contribution
Employer               3,301      33,511      33,344     13,680      21,958        -       105,794
contribution
Dividends and          7,705      43,823     203,080     11,955         662        -       267,225
interest
Loan repayments                                                                    
receivable            31,422      12,631      42,504      4,510      16,878   2,827,460  2,935,405
                                                                                         
Total assets      $2,492,500  $9,732,865 $47,780,426 $3,637,295  $4,653,846  $2,827,460 $71,124,392
                                                                                         
Liabilities and Net Assets                                                               
 Available for Plan Benefits
Accounts payable                                                                         
and                 $  8,504    $  2,684  $   46,129 $   34,918    $ 10,579  $       -    $102,814
accrued expenses                           
                                                                                         
Due to Millipore                                                                  
Corp.                316,738           -          -           -          -           -     316,738
                                                                                        

Total liabilities    325,242       2,684      46,129     34,918      10,579          -     419,552
                                                                                         
Net assets                                                                               
available for                                                                   
 plan benefits     2,167,258   9,730,181  47,734,297  3,602,377   4,643,267  2,827,460  70,704,840
                                                                                         
Total liabilities                                                                        
and net assets     
 available for plan$2,492,500 $9,732,865 $47,780,426 $3,637,295  $4,653,846 $2,827,460 $71,124,392
benefits
                                      
                                      
                                      
  The accompanying notes are an integral part of the financial statements.
                                        
                                        F-2

                           
                            
                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
                         December 31, 1994 and 1993
                                      


                                   

                                    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     3,362,720         -          -           -          -           -   3,362,720
$2,714,192
Other Investments     15,393   8,976,434  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              40,333     250,987     171,530     75,738     88,336         -     626,924
contribution
Employer              11,715      70,147      50,580     21,778     25,214         -     179,434
contribution
Dividends and         11,917      57,851     130,109        167        197         -     200,241
interest
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 Net Assets                                                               
 Available for Plan Benefits
Accounts payable                                                                         
and                 $  1,050  $    6,786 $    44,892   $    447   $    577    $    -     $ 53,752
 accrued expenses                                                                
Total Liabilities      1,050       6,786      44,892        447        577         -       53,752
                                                                                         
Net assets                                                                               
available for plan                                                              
 benefits          3,448,909   19,417,382 86,223,440  5,184,113  5,708,593   5,922,916 125,905,353
                                                                                         
                                                                                         
Total liabilities                                                                        
and net assets   
 available for plan$3,449,959 $19,424,168 $86,268,332 $5,184,560 $5,709,170 $5,922,916 $125,959,105
benefits                                                                                
                                      
  The accompanying notes are an integral part of the financial statements.
                                       F-2


                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
  STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
                                 INFORMATION
                              December 31, 1994
                                      
                                    1994
                                      


                    Millipore   Short-Term             Guaranteed                             
                      Common      Income    Balanced     Income     Equity       Loan         
                      Stock        Fund       Fund        Fund       Fund        Fund      Total
                       Fund
                                                                         
Investment income:                                                                       
Dividends on                                                                             
Millipore          $ 47,679     $     -    $      -    $    -     $    -      $    -     $47,679
  Corporation                                                                            
  common stock
Investment income         -           -     350,834         -          -           -     350,834
(Note F)
Interest              7,455     677,685           -    194,335    158,649     273,189  1,311,313
Net appreciation /                                                                       
(depreciation) in                                                                        
fair value of                                                        
 investments        493,445    (448,770)          -          -    (85,654)          -    (40,979)
Total investment    548,579     228,915     350,834    194,335     72,995     273,189  1,668,847
income
Contributions:                                                                           
Company                                                                                  
contributions:
Participation Plan        -           -   3,474,703          -          -           -  3,474,703
Savings Plan        114,287     512,378     447,651    187,920    287,427           -  1,549,663
Employee Savings                                                                         
Plan
contributions       452,407   1,597,850   1,675,855    738,526  1,184,553           -  5,649,191
Total contributions 566,694   2,110,228   5,598,209    926,446  1,471,980           - 10,673,557
                                                                                         
Advance from        316,738           -           -          -          -           -    316,738
Millipore Corp.
                                                                                         
Waters transfers (2,336,230) (8,575,917)(33,197,709)(2,047,512)(2,774,001) (2,639,980)(51,571,349)
                
                                                                                         
Terminations and   (213,193) (2,474,831)(11,210,959)(1,071,317)  (753,788)   (542,363)(16,266,451)
withdrawals    
                                                                                         
Expenses             (5,890)    (10,026)         -      (3,551)    (2,388)          -     (21,855)
Loans to            (19,554)     (1,575)    36,720      28,249    142,462    (186,302)          -
participants, net
Participant                                                         
interfund transfers(138,795)   (963,995)   (66,238)    391,614    777,414           -           -
                                                                                         
Net decrease     (1,281,651) (9,687,201)(38,489,143)(1,581,736)(1,065,326) (3,095,456)(55,200,513)
               
                                                                                         
Net assets                                                                               
available                                                                    
 for plan benefits3,448,909  19,417,382  86,223,440  5,184,113  5,708,593   5,922,916 125,905,353
at January 1                                         
                                                                                         
Net assets                                                                               
available for plan 
 benefits at     $2,167,258 $ 9,730,181 $47,734,297 $3,602,377 $4,643,267  $2,827,460 $70,704,840
December 31


                                                                              
  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-1994
     Restatement (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.   The  Plan
     presents  in the statement of changes in net assets available  for  plan
     benefits  the net appreciation (depreciation) in the fair value  of  its
     investments  which  consists of the realized gains  or  losses  and  the
     unrealized appreciation (depreciation) on those investments.
                                    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.   Sale of Waters

     On  August 18, 1994, the Company sold its Waters Chromatography Division
     to  Waters  Holding, Inc.  Pursuant to the sale, the Company transferred
     its  assets  from  the Plan to the Trust for Waters Employee  Investment
     Plan  in  the  fourth  quarter.  Transfers for each  of  the  funds  are
     summarized below:

                                           1994
     Millipore Common Stock Fund     $ 2,336,230
     Short-Term Income Fund            8,575,917
     Balanced Fund                    33,197,709
     Guaranteed Income Fund            2,047,512
     Equity Fund                       2,774,001
     Loan Fund                         2,639,980
          Total Waters Transfer      $51,571,349
                                     

     The  statement of changes in net assets available for plan benefits  for
     the  year  ended December 31, 1994 includes the operations and  earnings
     for  the  Waters employees through September 30, 1994, when  the  assets
     were  transferred.  The earnings related to Waters can not be identified
     on a separate basis.

     Waters participants were not eligible for contributions from the Company
     in 1994.
                                    F-6

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


D.   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.

     Guaranteed Income Fund:

     Investments  of this fund include a pension group annuity with  a  fixed
     rate of interest which is determined annually.

     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.
                                  F-7

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

D.   Investment Programs (Continued)
     
Millipore Common Stock Fund
The Millipore Common Stock Fund's investments at December 31, 1994 and 1993
are summarized as follows:

                        - 1994 -------------    - 1993 -------------
                           
                          Cost       Fair         Cost       Fair
                                    Value                    Value
Short-term investments  $ 21,381    $21,381       $15,393    $15,393
                                                         
Common stocks          1,802,564  2,413,235     2,714,192  3,362,720
 Total investments    $1,823,945 $2,434,616    $2,729,585 $3,378,113
              
                                                           

Short-Term Income Fund
The Short Term Income Fund's investments at December 31, 1994 and 1993 are
summarized as follows:

                        
                        - 1994 -------------    - 1993 -------------
                          
                          Cost       Fair         Cost       Fair
                                    Value                    Value
Total short-term      $9,778,157  $9,536,291  $18,882,630   $18,976,434
investments             
                                                           

Balanced Fund
The Balanced Fund's investments at December 31, 1994 and 1993 are summarized
as follows:
                        
                        - 1994 -------------    - 1993 -------------
                        
                          Cost       Fair         Cost       Fair
                                    Value                    Value
Short-term investments  $45,126,351 $44,493,401  $72,767,753 $72,654,193
                        
                                  
Mutual funds              5,335,849   5,670,989    9,927,870  12,120,578  
                       
                                                           
 Total investments      $50,462,200 $50,164,390  $82,695,623 $84,774,771
                               
Less:  Retirement Plan   (6,276,993) (6,239,949)  (5,569,550) (5,709,601)    
  
                                                           
    Net Investments     $44,185,207 $43,924,441  $77,126,073 $79,065,170
                               

Guaranteed Income Fund
The Guaranteed Income Fund's investments at December 31, 1994 and 1993 are
summarized as follows:
                        - 1994 -------------    - 1993--------------
                        
                          Cost     Contract       Cost     Contract
                                    Value                    Value
Short-term investments  $ 85,450    $85,450       $ 1,589    $ 1,589
Insurance contracts    3,480,658  3,480,658     5,081,065  5,081,065
 Total investments    $3,566,108 $3,566,108    $5,082,654 $5,082,654
                                     F-8

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



D.   Investment Programs (Continued)

     Equity Fund
     The Equity Fund's investments at December 31, 1994 and 1993 are
     summarized as follows:

                    
                       - 1994 -------------    - 1993--------------
                        Cost       Fair         Cost       Fair
                                   Value                    Value
     Short-term          $161,674   $161,674      $ 4,845     $4,845
     investments                                          
     Mutual funds       4,327,950  4,386,798    5,092,939  5,575,539
      Total Investments$4,489,624 $4,548,472   $5,097,784 $5,580,384
                                      
                                      
     
     Significant Investments
     
     The  following table presents investments that represent  5  percent  or
     more of the Plan's total net assets as of December 31, 1994.
     
                                        1994
                                        
Balanced Fund Investments               $43,924,441
AIM Ltd. Maturity Treas. Shares          8,527,001
Investment Co. America                   4,386,798
     
     Participation and Non-Participation Directed Investment Programs
     
     In  September  of  1994,  the  American Institute  of  Certified  Public
     Accountants  issued Practice Bulletin 12, which is an interpretation  of
     paragraph 3.23k of the Audit and Accounting Guide - "Audits of  Employee
     Benefit Plans" ("the Guide").  The Bulletin is effective for plan  years
     beginning  after  December  15, 1993 .  If  an  investment  fund  option
     contains    both    participant-directed   and   nonparticipant-directed
     investments,   the   participant-directed  and   nonparticipant-directed
     portions   should  be  disclosed  separately.   All  fund  options   are
     participant-directed except for the Balanced Fund.  The following  is  a
     schedule  of the Balanced Fund's statements of net assets available  for
     plan benefits and statement of changes in net assets.
                                   F-9

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


D.   Investment Programs (Continued)


              
               December 31, 1994 -----   December 31, 1993  -----
              Participant Nonparticp.           Participant Nonparticip.     
Balanced Fund  Directed    Directed    Total     Directed    Directed  Total
               
               
Assets                                                   
Other     $4,231,614 $39,692,827 $43,924,441 $9,191,790 $69,873,380 $79,065,170
Investments    
                                                         
Contribution                                             
Receivable:
                                        
Participation                                         
Plan               -   3,474,703   3,474,703          -  6,799,572    6,799,572
Savings Plan:                                            
 Employee    102,354           -     102,354    171,530          -      171,530
contribution                                      
 Employer     33,344           -      33,344     50,580          -       50,580
contribution                   
Dividends and 19,564     183,516     203,080     12,529    117,580      130,109
Interest                    
Loan          42,504           -      42,504     51,371       -          51,371
repayment                                                
receiv.
 Total 
 Assets   $4,429,380 $43,351,046 $47,780,426 $9,477,800 $76,790,532 $86,268,332
               
                                                         
Liabilities &                                            
Net Assets
Available for Plan                                       
Benefits
Accounts                                                 
payable &                        
 accrued       $4,442  $ 41,687  $   46,129     $5,221     $ 39,671 $    44,892
expenses
                                                         
Net assets                                               
available for4,424,938 43,309,359 47,734,297 9,472,579   76,750,861  86,223,440
 plan             
benefits          
                                                         
                                                         
Total                                                    
liabilities$4,429,380 $43,351,046 $47,780,426 $9,477,800 $76,790,532 $86,268,332
 & net            
 assets
available for
 plan
benefits

                              
                              December 31, 1994 ------------------
                              Participant Nonparticipant       
Balanced Fund                  Directed    Directed    Total
                                          
                                                       
Investment Income              $33,785    $317,049    $350,834
                                                       
Company contributions:                                 
 Participation plan                  -   3,474,703     3,474,703
 Savings plan                  447,651           -       447,651
Employee savings plan                                  
 contributions               1,675,855           -     1,675,855
                                                       
Waters transfers            (6,343,891) (26,853,818) (33,197,709)
                                                       
Terminations and withdrawals  (831,523) (10,379,436) (11,210,959)
                                                       
                                                       
Loans to participants, net      36,720           -        36,720
Participant        interfund   (66,238)          -       (66,238)
transfers                                            
                                                       
Net decrease                (5,047,641) (33,441,502) (38,489,143)
                                                      
                                                       
Net   assets  available  for 9,472,579  76,750,861    86,223,440
plan benefits at Jan. 1                            
                                                       
Net   assets  available  for$4,424,938 $43,309,359   $47,734,297
Plan benefits at Dec. 31            
                                      F-10

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



E.   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.   Investment Income

     Income earned on commingled investments of the Balanced Fund (Note E)
for  the year ended December 31, 1994.


     Interest and dividends        $2,840,618
                                   
     Realized gain (loss) on sales 
     of investments                      (552)
                                   
     Unrealized appreciation       
     (depreciation) of investments (2,376,958)
                                 
                                   
     Expenses                         (80,261)
                                   
     Total net investment income    $ 382,847
                                   
     Portion attributable to the    $ 350,834
     Plan


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 1994.
                                 F-11


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



F.   Investment Income (Continued)

REALIZED AND UNREALIZED APPRECIATION / (DEPRECIATION) OF INVESTMENTS

               
               -------- 1994 ---------------------------------------
                             
                 Short-              Millipore                 
                  Term      Equity    Common    Balanced       
                 Income      Fund      Stock      Fund      Total
                  Fund                 Fund
Net realized   $(113,100)  $338,098   $531,302     $ (552)   $755,748
gain / loss    
Net unrealized                                            
 appreciation                                             
/(deprecation)                                  
of investments  (335,570)  (423,752)  (37,857) (2,376,958) (3,174,237)
                             
Net                                                       
appreciation / $(448,770)  $(85,654) $493,445 $(2,377,510) (2,418,489)
(depreciation)                                 
of
investments

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,  1994,
there were 392 employees participating in Millipore Common Stock Fund, 751 in
the Short-Term  Income Fund, 1,798 in the Balanced Fund, 387 in the Guarantee
Income  Fund,  and 496 in the Equity Fund,  There were 427 participants  with
loans  outstanding  from the Loan Fund at December 31, 1994.   Employees  are
permitted to invest in more than one fund.

G.   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:

                                                 1994          1993
 Net assets available for plan benefits
     per the financial statements              $70,704,840 $125,905,353
 Amounts allocated to withdrawing participants   2,323,852    3,267,379
  Net  Assets available for benefits 
   per the Form 5500                           $68,380,988 $122,637,974
                            
                                      F-12

                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                      
                  Notes to Financial Statements (Continued)
                                      
                                      
G.   Reconciliation of Financial Statements to Form 5500 (Continued)

 The following is a reconciliation of terminations and withdrawals per the
  statement of changes in net assets available for plan benefits to the  Form
5500 for                   the year ended December 31, 1994:
                                                   1994
 Terminations and withdrawals per the
          statement of changes in net assets
          available for plan benefits              $16,266,451
 Add:  Amounts allocated to withdrawing
          participants at December 31, 1994          2,323,852
 Less:  Amounts allocated to withdrawing
          participants at December 31, 1993         (3,267,379)
 Benefits paid to participants per the Form 5500 $  15,322,924

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.

H.   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.

I.   Tax Status
The  Internal  Revenue Service has determined and informed the Company  by  a
letter
dated April 28, 1995, 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 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-13

                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                      
       Schedule of Assets Held for Investment as of December 31, 1994


                                                     Fair
Security Description        Units        Cost       Value
                                                  
MILLIPORE  COMMON  STOCK                          
FUND
Money Market:                                     
Provident        Instit.      21,381    $ 21,381    $ 21,381
FDS/Tempfund
Total Money Market                        21,381      21,381
Common Stock:                                      
Millipore Corp.               49,886   1,802,564   2,413,235
Total Common Stock                     1,802,564   2,413,235
TOTAL FUND INVESTMENTS                $1,823,945  $2,434,616
                                                  
SHORT-TERM INCOME FUND                            
Provident        Instit.   1,009,290  $1,009,290  $1,009,290
FDS/Tempfund
AIM Ltd. Maturity Treas.  871,882      8,768,867   8,527,001
Shares
TOTAL FUND INVESTMENTS                $9,778,157  $9,536,291
                                                  
BALANCED FUND                                     
Money Market:                                     
Provident        Instit.  9,375,048   $9,375,048  $9,375,048
FDS/Tempfund
Vanguard MM Reserve                               
US Treas Port               743,999      743,999     743,999
Aim  S-T Investment  Co.    534,352      534,352     534,352
Prime
AIM Ltd. Maturity Treas.  1,758,315   17,829,266  17,196,316
Shares
U.S.   Treas  Bill   DTD  6,000,000    5,771,685   5,771,685
3/9/95
U.S.   Treas  Bill   DTD    500,000      486,982     486,982
3/23/95
U.S.   Treas  Bill   DTD  1,000,000      948,705     948,705
9/21/95
U.S.   Treas  Bill   DTD 10,000,000    9,436,314   9,436,314
10/19/95
Total Money Market                    45,126,351  44,493,401
                                                  
Mutual Funds:                                     
AMCAP Fund                   49,778      568,623     582,903
Investment Co. Amer.         33,066      495,780     584,280
Putnam  FD For Growth  &     46,942      561,823     597,107
Income
Twentieth Century Inv. -     31,425      547,236     588,911
Growth
Twentieth Century Inv. -     17,188      632,268     568,934
Select
Washington  Mutual  Inv.     23,136      317,844     389,614
FD INC.
Vanguard/Windsor    Fund     70,534      932,625     888,021
Inc.
Vanguard   Index   TR500     11,210      448,470     481,694
Portfolio
American Mutual FD Inc.      19,533      370,058     392,813
AIM Weingarten Fund          39,232      461,122     596,712
Total Mutual Funds                     5,335,849   5,670,989
                                                  
TOTAL FUND INVESTMENTS               $50,462,200 $50,164,390
                                 
                                                  
LESS:  Retirement Plan                (6,276,993) (6,239,949)
                                    
TOTAL PLAN INVESTMENTS               $44,185,207 $43,924,441
                                     
                                   F-14

                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                      
 Schedule of Assets Held for Investment as of December 31, 1994 (continued)


                                                       Fair
Security Description      Units          Cost         Value
                                                   
GUARANTEED     INCOME                              
FUND
Money Market:                                      
Provident     Instit.     85,450     $  85,450     $  85,450
FDS/Tempfund
Total Money Market                      85,450        85,450
Insurance Contract:                                
Fidelity  &  Guaranty  3,480,658     3,480,658     3,480,658
Life Ins. Co.
Total       Insurance                3,480,658     3,480,658
Contract
TOTAL            FUND               $3,566,108    $3,566,108
INVESTMENTS
                                                   
EQUITY FUND                                        
Money Market:                                      
Provident     Instit.    161,674     $ 161,674     $ 161,674
FDS/Tempfund
Total Money Market                     161,674       161,674
                                                   
Mutual Fund:                                       
Investment Co. Amer.     248,262     4,327,950     4,386,798
Total Mutual Fund                    4,327,950     4,386,798
                                                   
TOTAL            FUND               $4,489,624    $4,548,472
INVESTMENTS
                                                   
TOTAL INVESTMENTS                  $63,843,041   $64,009,928
                                                   
                                F-15


                            MILLIPORE CORPORATION
                  EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                      
  Schedule of Reportable Transactions for the year ended December 31, 1994


The  following securities were traded during the year ended December 31, 1994
in  amounts  that  were  in  excess of 5% of the combined  Participation  and
Retirement Plan total assets at January 1, 1994.


                                         Sales          
Description of Security   Purchase     Proceeds        Gain /
                            Cost                       (Loss)
Provident Institutional  $140,177,148   $140,177,148   $   -
                         
U.S. Treasury Bills        29,906,542     29,906,542       -
AIM    Ltd.    Maturity    29,587,898     29,000,000   587,898
Treas. Shares
                                       F-16            
                                       


                     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
16,  1995  on  our  audit  of  the  financial  statements  of  the  Millipore
Corporation Employees' Participation and Savings Plan as of December 31, 1994
and  1993, and for the year ended December 31, 1994 which report is  included
in this Annual Report on Form 11-K.




                                        Coopers & Lybrand L.L.P.


Boston, Massachusetts
June 28, 1995
                                   F-17