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, 1995, 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 8, 1996
John A. Gilmartin        Chief Executive Officer
                         and Director



/s/Charles D. Baker      Director                 February 8, 1996
Charles D. Baker



_____________________    Director                 February __, 1996
Samuel C. Butler



/s/Maureen A. Hendricks  Director                 February 8, 1996
Maureen A. Hendricks



/s/Mark Hoffman          Director                 February 8, 1996
Mark Hoffman



Page 2
Power of Attorney



SIGNATURE                TITLE                    DATE



/s/Gerald D. Laubach     Director                 February 8, 1996
Gerald D. Laubach



/s/Steven Muller         Director                 February 8, 1996
Steven Muller



/s/Thomas O. Pyle        Director                 February 8, 1996
Thomas O. Pyle



/s/John F. Reno          Director                 February 8, 1996
John F. Reno