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, 1995
                                
                      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 20, 1996





                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                
         For the Years Ended December 31, 1995 and 1994
                                

         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, 1995 and 1994                        F-2


Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1995     F-3


Notes to Financial Statements                     F-4 - F-16


Schedule of Assets Held for Investment at
December 31, 1995                                 F-17 - F-19


Schedule of Reportable Transactions for the year
ended December 31, 1995                           F-20


Consent of Independent Accountants                F-21


                                
                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, 1995
and  1994,  and  the related statement of changes in  net  assets
available for plan benefits for the year ended December 31, 1995.
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, 1995
and  1994  and  the  changes  in net assets  available  for  plan
benefits for the year ended December 31, 1995 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 statements 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.
May 24, 1996

                                
                               F-1

                                
                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
                           INFORMATION
                   December 31, 1995 and 1994


                              1995
                                                        
                Millipore    AIM Ltd                  F&G      Investment      
                  Stock     Maturity    Balanced      GIC      Co of Amer    Loan
                   Fund       Fund        Fund        Fund        Fund       Fund
Assets                                                                    
Investments, at                                                           
fair value:
Common stock of                                                           
Millipore
Corporation,
87,719 shares                                                             
with a
cost of         $3,607,444 $          -  $        -  $       -   $       -  $          -
$1,807,599                                                     
Other              247,952    6,236,713  45,000,327   2,693,618    4,625,106          -
Investments        
Participant              -          111         109          -           782  2,608,539
loan receivable                                                
                                                                          
Contributions                                                             
receivable:
Participation           -           -     3,494,659          -            -         -
Plan            
Savings Plan:                                                             
Employee            80,665       74,164     118,693      26,297       47,374         -
contrib.        
Employer            10,750       15,206      15,873       8,766       14,865         -
contrib.        
Dividends and       27,598       29,760     522,189         222          259         -
interest                                                  

                                                                          
Total assets    $3,974,409    $6,355,954 $49,151,850  $2,728,903  $4,688,386 $2,608,539
                                                               
                                                                          
Liabilities and                             
Net Assets
Available for
Plan Benefits
                                                                  
Accounts       $     9,124 $  10,630   $    99,789 $   45,052  $ 181,708  $        -
payable
 
                                                                          
Net assets                                                                
available for    3,965,285  6,345,324   49,052,061  2,683,851  4,506,678   2,608,539
 plan benefits
                                                                          
Total                                                                     
liabilities and $3,974,409 $6,355,954  $49,151,850 $2,728,903 $4,688,386 $ 2,608,539
net assets                                        
available for
plan
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
                           (Continued)
                   December 31, 1995 and 1994


                              1995
                                                         
                 Invesco     Dodge &    Vanguard        AIM       Warburg         
                  Stable       Cox      S&P Index  Constellation   Pincus         
                  Value     Balanced      Fund         Fund         Fund        Total
                   Fund       Fund
Assets                                                                      
Investments, at                                                             
fair value:
Common stock of                                                             
Millipore
Corporation
87,719 shares                                                               
with a
cost of         $       -  $        -  $        -   $        -   $      -   $3,607,444
$1,807,599                                               
Other            1,112,315   3,654,663   1,515,948     4,627,117  1,234,165  70,947,924
Investments
Participant             72           -          72            36          -   2,609,721
loan receivable                                    
                                                                            
Contributions                                                               
receivable:
Participation            -           -           -             -          -   3,494,659
Plan                                  
Savings Plan:                                                               
Employee            15,658      71,917      94,961        160,859     17,473    708,061
contrib.            
Employer             3,731      14,199       7,368         21,836      5,808    118,402
contrib.        
Dividends and          897         334         108            300         79    581,746
interest       
Other stock              -           -           -              -          -     32,888
receivables    
                                                                            
Total assets    $1,132,673 $3,741,113  $1,618,457  $  4,810,148  $1,257,525 $82,067,957
                                                                            
Liabilities and                              
Net Assets
Available for
Plan Benefits
                                                                    
Accounts        $  38,790  $   39,041   $  28,495   $   29,873   $   22,345 $   504,847
payable  
 
                                                                            
Net assets                                                                  
available for    1,093,883  3,702,072   1,589,962    4,780,275    1,235,180  81,563,110
 plan benefits
                                                                            
Total                                                                       
liabilities and $1,132,673 $3,741,113  $1,618,457   $4,810,148   $1,257,525 $82,067,957
net assets                                     
available for
plan
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, 1995 and 1994


                              1994
                                                        

                Millipore  Short-Term              Guaranteed                              
                  Common     Income     Balanced     Income      Equity      Loan          
                  Stock       Fund        Fund        Fund        Fund       Fund        Total
                   Fund
Assets                                                                                
Investments, at                                                                       
fair value:
Common stock of                                                                       
Millipore
Corp, 99,772                                                                          
shares
with a cost of  $2,413,235 $       -   $        -  $       -   $        - $       -   $2,413,235
$1,802,564
Other               21,381  9,536,291   43,924,441 3,566,108    4,548,472         -   61,596,693
Investments    
Participant          3,821     12,631       42,504     4,510       16,878  2,827,460   2,907,804 
loan receivable                                                        
                                                                                      
Contributions                                                                         
receivable:
Participation           -           -     3,474,703         -           -          -   3,474,703
Plan            
Savings Plan:                                                                         
Employee            43,057     106,609      102,354     41,042      65,876         -     358,938
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      
          
                                                                                      
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        $    8,504 $   2,684   $   46,129  $   34,918   $  10,579 $        -  $   102,814
payable                                     

                                                                                      
Due to             316,738         -            -           -           -          -      316,738
Millipore Corp.                                                                       
                                                                                      
Total              325,242      2,684      46,129      34,918      10,579          -      419,552
liabilities                                                                     
                                                                                      
Net assets                                                                            
available for    2,167,258  9,730,181   47,734,297  3,602,377   4,643,267  2,827,460   70,704,840
plan benefits
                                                                                      
Total                                                                                 
liabilities and $2,492,500 $9,732,865  $47,780,426 $3,637,295  $4,653,846 $2,827,460  $71,124,392
net   assets
available for
plan 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, 1995


                              1995
                                                                 
                   Millipore    AIM Ltd                    F&G      Investment       
                     Stock     Maturity     Balanced       GIC      Co of Amer     Loan
                      Fund       Fund         Fund        Fund         Fund        Fund
Investment income:                                                              
Dividends on                                                                    
Millipore          $  28,587   $       -   $        -  $        -   $        -   $      -
  Corporation    
  common stock
Investment income          -           -    6,674,853           -            -          -
(Note E)
Dividends and          4,137     434,626            -     181,952      115,591    147,927
interest
Net appreciation /                                                              
   (depreciation)                                                               
in fair value      1,422,908     246,562           -           -     1,046,961          -
    of investments                                                
Total investment   1,455,632     681,188    6,674,853     181,952    1,162,552    147,927
income
Contributions:                                                                  
Company                                                                         
contributions:
Participation Plan         -           -    3,494,659           -            -          -
Savings Plan          88,231     192,334      176,740     103,322      158,267          -
Employee Savings                                                                
Plan
contributions        385,405     581,462      685,495     411,152      650,199          -
Total                473,636     773,796    4,356,894     514,474      808,466          -
contributions
                                                                                
Waters transfers           -     (21,193)      (8,025)          -            -          -
                                                                                
Benefit payments    (118,978) (1,223,836)  (6,344,616) (1,057,694)    (493,349)  (222,906)
                                                                                
Administrative        (1,587)     (3,998)           -     (13,060)      (1,974)         -
expenses
Loans to              32,648      12,726       47,060     (72,958)      69,709   (143,942)
participants, net
Participant         (43,324)  (3,603,540)  (3,408,402)   (471,240)  (1,681,993)        -
interfund
transfers
                                                                                
Net increase/      1,798,027  (3,384,857)   1,317,764    (918,526)    (136,589)  (218,921)
(decrease)
                                                                                
Net assets                                                                      
available          2,167,258   9,730,181   47,734,297   3,602,377    4,643,267   2,827,460
 for plan benefits                                                  
at January 1
                                                                                
Net assets                                                                      
available for plan $3,965,285 $6,345,324   $49,052,061 $2,683,851   $4,506,678  $2,608,539
 benefits at                                                                  
December 31
                                                                                

                                
  The accompanying notes are an integral part of the financial
                           statements.
                               F-3

                                
                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
                WITH FUND INFORMATION (Continued)
                        December 31, 1995


                              1995
                                                            
                    Invesco    Dodge &    Vanguard        AIM        Warburg         
                     Stable      Cox      S&P Index  Constellation    Pincus         
                     Value     Balanced     Fund         Fund          Fund       Total
                      Fund       Fund
Investment income:                                                             
Dividends on                                                                   
Millipore          $      -   $      -   $       -   $        -     $      -   $   28,587
  Corporation     
  common stock
Investment income         -          -           -             -            -   6,674,853
(Note E)
Dividends and        54,273     100,430     23,320         1,726       36,969   1,100,951
interest
Net appreciation /                                                             
(depreciation) in                                                              
fair value     of        -      340,096     195,791      524,614       83,739   3,860,671
investments
Total investment     54,273     440,526    219,111       526,340      120,708  11,665,062
income
Contributions:                                                                 
Company                                                                        
contributions:
Participation Plan        -           -          -             -            -   3,494,659
Savings Plan         27,261      80,388     30,931       104,163       30,600     992,237
Employee Savings                                                               
Plan
contributions       140,448     459,720    155,505       596,272      174,083   4,239,741
Total               167,709     540,108    186,436       700,435      204,683   8,726,637
contributions
                                                                               
Waters transfers          -           -          -             -            -     (29,218)
                                                                               
Benefit payments     (4,701)     (2,185)    (2,369)         (779)        (535) (9,471,948)
                                                                               
Administrative       (8,941)       (802)      (449)       (1,034)        (418)    (32,263)
expenses
Loans to            (16,479)       3,704      5,855        46,827      14,850           -
participants, net
Participant          902,022   2,720,721   1,181,378    3,508,486     895,892           -
interfund                                           
transfers
                                                                               
Net increase/      1,093,883  3,702,072   1,589,962    4,780,275    1,235,180  10,858,270
(decrease)
                                                                               
Net assets                -           -           -            -            -  70,704,840
available
 for plan benefits
at January 1
                                                                               
Net assets                                                                     
available for plan $1,093,883 $3,702,072 $1,589,962  $ 4,780,275   $1,235,180 $81,563,110
 benefits at                                       
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) is subject  to  the
     provisions of the Employee Retirement Income Security Act of
     1974  (ERISA).   The  Plan includes a  profit  participation
     feature  (Participation Plan), which covers U.S. and  Puerto
     Rico  employees who  have at least  two  years  continuous
     service  with  Millipore Corporation (the  Company),  and  a
     savings plan feature (Savings Plan), which covers only  U.S.
     employees who have one year of continuous service with  the
     Company.   The  Plan  is administered by  a  Committee  (the
     Commitee),  consisting of at least 5 members,  appointed  by
     the Board of Directors.

     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 AIM LTD Maturity  Fund
     (formerly   known  as  the  Short-Term  Income  Fund),   the
     Investment  Company of America Fund (formerly known  as  the
     Equity  Fund),  the  F&G  GIC Fund (formerly  known  as  the
     Guaranteed Income Fund), the Invesco Stable Value Fund,  the
     Dodge & Cox Balanced Fund, the Vanguard S&P Index Fund,  the
     AIM  Constellation  Fund, the Warburg Pincus  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.  Participants may borrow  from  their
     fund  accounts a minimum of $1,000 up to a maximum equal  to
     the  lessor  of,  (1)  the  amount of  their  total  account
     (excluding the Participation Plan account), (2) the  greater
     of  $10,000  or  one-half of their  total  account;  or  (3)
     $50,000  reduced by the excess (if any) of (a)  the  highest
     outstanding balance of loans from the Plan during the 1-year
     period ending on the day before the date on which such  loan
     was made, over (b) the outstanding balance of loans from the
     Plan  on  the date on which such loan was made.  Loan  terms
     range  from 1-5 years.  Each loan shall bear interest  at  a
     standard  rate  established by the Committee.   The  current
     interest rate is 5.5 %.

     All  contributions (both employee and employer), 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.  Participant loans are valued at cost which
                               F-5

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

     approximates  fair 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.

     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.

     Reclassifications

     Certain  reclassifications have  been  made  to  prior  year
     financial   statements   to  conform   with   current   year
     presentation.

C.   Investment Programs

     The  Plan's  assets are invested among ten investment  funds
     and a loan fund.  Five of these investment funds are new  as
     of  April 1995. The mix of investments within each  fund  is
     determined   by   the   Trustees  of  the   Plan.    Company
     contributions to the Participation Plan are invested in  the
     Balanced  Fund.  Upon enrollment in the Plan, a  participant
     may  direct  employee  contributions  and  matching  company
     contributions,  as  well as change their investment  options
     monthly, in any of the following options:

     Millipore Common Stock Fund:

     This  fund's  investments consist  primarily  of  Millipore
     Common Stock.  Shares held in 1994 have been restated to 
     reflect the 2 for 1 stock split effected by the Company in 1995.
                               F-6

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

C.   Investment Programs (Continued)

     AIM LTD Maturity Fund (formerly 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&G GIC Fund (formerly Guaranteed Income Fund):

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

     Investment Co. of America (formerly Equity Fund):

     This  fund invests primarily in common stocks but  may  also
     invest in high-quality convertibles and debt securities.

     Invesco Stable Value Fund:

     This  is  a  new fund in 1995.  Investments  of  this  fund
     include   money  market  funds  and  mutual  funds   to   provide
     stability between principal and income.

     Dodge & Cox Balanced Fund:

     This  is  a  new fund in 1995.  Investments  of  this  fund
     include   a  mixture  of  stocks  and  bonds  to  seek  long-term
     growth.

     Vanguard S&P Index Fund:

     This is a new fund in 1995.  This fund invests primarily in
     stocks  and seeks to match the investment performance of      the
     Standard  &  Poor's 500 Composite Stock Price  Index,  an   index
     emphasizing large company stocks.

     AIM Constellation Fund:

     This is a new fund in 1995.  This fund invests in small and
     medium size company stocks to seek capital appreciation.
                               F-7

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


C.   Investment Programs (Continued)


     Warburg Pincus International Fund:

     This is a new fund in 1995.  This fund invests at least 65%
     in  foreign common stocks and up to 35% in domestic      equities
     to seek capital appreciation.


     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.
     
     
     
     Millipore Common Stock Fund
     The Millipore Common Stock Fund's investments at December
     31, 1995 and 1994 are summarized as follows:
                     ------ 1995 -------       -------- 1994 -------
                       Cost     Fair Value       Cost      Fair Value
     Short-term    $  247,952   $  247,952   $   21,381   $   21,381
     investments              
     Common stocks  1,807,599    3,607,444    1,802,564    2,413,235
     Total         $2,055,551   $3,855,396   $1,823,945   $2,434,616
     investments
                                                          

     AIM LTD Maturity Fund (formerly Short-Term Income Fund)
     The AIM LTD Maturity Fund's investments at December 31, 1995
     and 1994 are summarized as follows:

                    ------- 1995-------       ------ 1994 -------
                     Cost      Fair Value      Cost      Fair Value
     Short-term   $6,213,981  $6,236,713    $9,778,157  $9,536,291
     investments

                               F-8

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


C.   Investment Programs (Continued)


     Balanced Fund
     The Balanced Fund's investments at December 31, 1995 and
     1994 are summarized as follows:

                         ------- 1995 ------        -------- 1994 ------
                          Cost      Fair Value        Cost      Fair Value
     Short-term       $46,651,202   $46,590,542   $45,126,351  $44,493,401
     investments                                 
     Mutual funds       4,471,756     5,592,443     5,335,849    5,670,989
     Total            $51,122,958   $52,182,985   $50,462,200  $50,164,390
     investments     
     Less:Retirement  (7,034,254)   (7,182,658)   (6,276,993)  (6,239,949)
     Plan
     Net Investments  $44,088,704   $45,000,327   $44,185,207  $43,924,441
                     


     F&G GIC Fund (formerly Guaranteed Income Fund)
     The F&G GIC Fund's investments at December 31, 1995 and 1994
     are summarized as follows:

                     ------ 1995 ------        -------- 1994--------
                     Cost       Contract        Cost     Contract Value
                                 Value
     Short-term   $   18,114  $   18,114    $   85,450   $   85,450
     investments 
     Insurance     2,675,504   2,675,504     3,480,658    3,480,658
     contracts
     Total        $2,693,618  $2,693,618    $3,566,108   $3,566,108
     investments                           

     Investment Co. of America (formerly Equity Fund)
     The Investment Co. of America's investments at December 31,
     1995 and 1994 are summarized as follows:

                    ------- 1995 -------        ------- 1994--------
                      Cost      Fair Value       Cost      Fair Value
     Short-term   $   21,216   $   21,216     $ 161,674   $  161,674
     investments 
     Mutual funds  3,821,727    4,603,890      4,327,950   4,386,798
      Total       $3,842,943   $4,625,106     $4,489,624  $4,548,472
     investments                            
                               F-9
     
                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                
            Notes to Financial Statements (Continued)
     
     
C.   Investment Programs (Continued)
     
     
     Loan Fund
     The Loan Fund's investments at December 31, 1995 and 1994
     are summarized as follows:

                   ------- 1995 ------      ------ 1994---------
                    Cost     Fair Value       Cost    Fair Value
     Participant  $    -     $2,608,539     $      -   $2,827,460
     Loans (5.5%)                             
     
     
     Invesco Stable Value Fund
     The Invesco Stable Value Fund is a new fund in 1995.
     Investments at December 31, 1995 are summarized as follows:

                      ------- 1995 -------
                       Cost       Contract
                                    Value
     Short-term    
     investments   $   1,563    $   1,563
     Insurance     1,110,752    1,110,752
     Contracts
      Total        $1,112,315   $1,112,315
     investments
     
     
     Dodge & Cox Balanced Fund
     The Dodge & Cox Balanced Fund is a new fund in 1995.
     Investments at December 31, 1995 are summarized as follows:

                      ------- 1995 -------
                       Cost      Fair Value
     Short-term    $   41,979   $   41,979
     investments                
     Mutual funds   3,327,192    3,612,684
      Total        $3,369,171   $3,654,663
     investments
     
                              F-10
     
     
                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                
            Notes to Financial Statements (Continued)
     
     
C.   Investment Programs (Continued)
     
     
     Vanguard S&P Index Fund
     The Vanguard S&P Fund is a new fund in 1995.  Investments at
     December 31, 1995 are summarized as follows:

                        ------- 1995 -------
                          Cost    Fair Value
     Short-term        $    3,054 $    3,054
     investments     
     Mutual funds       1,320,477  1,512,894
      Total            $1,323,531 $1,515,948
     investments
     
     
     AIM Constellation Fund
     The AIM Constellation Fund is a new fund in 1995.
     Investments at December 31, 1995 are summarized as follows:

                        ------- 1995 -------
                          Cost    Fair Value
     Short-term        $   38,734 $   38,734
     investments     
     Mutual funds       4,211,954  4,588,383
      Total            $4,250,688 $4,627,117
     investments
     
     
     Warburg Pincus Fund
     The Warburg Pincus Fund is a new fund in 1995.  Investments
     at December 31, 1995 are summarized as follows:

                        ------- 1995 -------
                          Cost     Fair Value
     Short-term        $   18,280 $   18,280
     investments      
     Mutual funds       1,132,146  1,215,885
      Total            $1,150,426 $1,234,165
     investments
                              F-11

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



C.   Investment Programs (Continued)


     Significant Investments
     
     The  following table presents investments that  represent  5
     percent  or  more  of  the Plan's total  net  assets  as  of
     December 31, 1995.
     
     
                                   1995
                                   
Balanced Fund Investments          $45,000,436
                                   
AIM Ltd. Maturity Treas. Shares      6,216,189
     
                                   
Investment Co. America               4,603,890
                                 
                                   
AIM Equity FDS Constellation         4,588,383
                            
     
     
     
     
     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-12

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


C.   Investment Programs (Continued)


                                                            
                        December 31, 1995                        December 31, 1994
              Participant Nonparticip.               Participant  Nonparticip.       
Balanced Fund  Directed     Directed       Total       Directed     Directed      Total
Assets                                                                         
Other         $5,400,039  $39,600,288   $45,000,327  $7,906,399   $36,018,042  $43,924,441
Investments
Loan                 109            -           109      42,504             -       42,504
repayment
receiv.
                                                                               
Contribution                                                                   
Receivable:
Participation          -    3,494,659     3,494,659           -     3,474,703    3,474,703
Plan
Savings Plan:                                                                  
 Employee        118,693            -       118,693     102,354             -      102,354
contribution
 Employer         15,873            -        15,873      33,344             -       33,344
contribution
Dividends and     62,663      459,526       522,189      36,554       166,526      203,080
Interest
Total Assets  $5,597,377  $43,554,473   $49,151,850  $8,121,155   $39,659,271  $47,780,426
                                                                               
Liabilities &                                                                  
Net Assets
Available                                                                      
for Plan Benefits
Accounts                                                                       
payable       $  11,975   $   87,814    $    99,789  $    8,303   $    37,826  $    46,129


                                                                               
Net assets                                                                     
available for  5,585,402   43,466,659    49,052,061   8,112,852    39,621,445   47,734,297
plan benefits
                                                                               
                                                                               
Total                                                                          
liabilities & $5,597,377  $43,554,473   $49,151,850  $8,121,155   $39,659,271  $47,780,426
net assets
available for
plan benefits

                                         December 31, 1995
                              Participant Nonparticipant       
Balanced Fund                  Directed      Directed        Total
                                                          
Investment Income              $917,807   $5,757,046      $6,674,853
                                       
                                                          
Company contributions:                                    
 Participation plan                   -    3,494,659       3,494,659
 Savings plan                   176,740            -         176,740
Employee savings plan                                     
 contributions                  685,495            -         685,495
                                                          
Waters transfers                (8,025)            -          (8,025)
                                          
Benefit Payments                (938,125)  (5,406,491)    (6,344,616)
Loans to participants, net       47,060            -          47,060
Participant                   (3,408,402)          -      (3,408,402)
interfund transfers
                                                          
Net increase/(decrease)       (2,527,450)   3,845,214      1,317,764
                                        
                                                          
Net   assets  available  for   8,112,852   39,621,445     47,734,297
plan benefits at Jan. 1
                                                          
Net   assets  available  for   $5,585,402 $43,466,659    $49,052,061
plan benefits at Dec. 31
                              F-13

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



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 of approximately
     14%  and 12% of the Fund's investments at December 31,  1995
     and 1994 respectively.


E.   Investment Income

     Income earned on commingled investments of the Balanced Fund
     (Note D) for the year ended December 31, 1995.


     Interest and dividends        $3,046,590
                                   
     Realized gain on sales of     
     investments                   3,363,508
                                   
     Unrealized appreciation of    
     investments                   1,357,836
                                   
     Expenses                      (92,833)
                                   
     Total net investment income   $7,675,101
                                   
     Portion attributable to the   $6,674,853
     Plan

    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,
    1995,  there  were 449 employees participating  in  Millipore
    Common  Stock  Fund,  522  in  the  AIM  LTD  Maturity   Fund
    (formerly  Short-Term  Income Fund), 1,651  in  the  Balanced
    Fund,  310  in  the  F&G GIC Fund (formerly Guarantee  Income
    Fund),   495 in the Investment Co. of America Fund  (formerly
    Equity  Fund), 169 in the Invesco Stable Value Fund,  394  in
    the  Dodge  &  Cox Fund, 222 in the Vanguard S&P Index  Fund,
    469  in  the  AIM Constellation Fund, and 202 in the  Warburg
    Pincus   Fund.   There  were  404  participants  with   loans
    outstanding  from  the  Loan  Fund  at  December  31,   1995.
    Employees are permitted to invest in more than one fund.

                                 F-14

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



F. 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:

                                               1995         1994
   Net assets available for plan benefits
   per the financial statements            $81,563,110    $70,704,840
   Amounts allocated to withdrawing part   (1,142,676)    (2,323,852)
   Net Assets available for benefits       $80,420,434    $68,380,988
    per the Form 5500

   The following is a reconciliation of benefit payments per the
   statement of changes in net assets available for plan ben
   efits to the Form 5500 for the year ended
   December 31, 1995:
                                
                                                            1995
        Benefit payments per the statement of changes
          in net assets available for plan benefits    $9,471,948
         Add:  Amounts allocated to withdrawing
          participants at December 31, 1995             1,142,676  
        Less:  Amounts allocated to withdrawing
          participants at December 31, 1994            (2,323,852)
        Benefits paid to participants                  $8,290,772
         per the Form 5500

     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.
                              F-15

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



H.   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-16

                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                
Item 27a - Schedule of Assets Held for Investment Purposes as of
                        December 31, 1995


                                                       Fair
Security Description        Units         Cost        Value
                                                   
MILLIPORE  COMMON  STOCK                           
FUND
Money Market:                                      
Provident        Instit.     247,952  $  247,952   $ 247,952
FDS/Tempfund                         
Total Money Market                       247,952     247,952
Common Stock:                                      
Millipore          Corp.      87,719   1,807,599   3,607,444
**
Total Common Stock                     1,807,599   3,607,444
TOTAL FUND INVESTMENTS                $2,055,551  $3,855,396
                                  
                                                   
AIM LTD MATURITY FUND                              
Provident        Instit.      20,524  $   20,524  $   20,524
FDS/Tempfund                       
AIM Ltd. Maturity Treas.     616,074   6,193,457   6,216,189
Shares
Participant         loan           -          -          111
receivable
TOTAL FUND INVESTMENTS                $6,213,981  $6,236,824
                                                   
BALANCED FUND                                      
Money Market:                                      
Provident        Instit.  12,655,486  $12,655,486  $12,655,486
FDS/Tempfund
Vanguard  MM Reserve  US     501,358      501,358      501,358
Treas
Aim  S-T Investment  Co.     563,858      563,858      563,858
Prime
AIM Ltd. Maturity Treas.   1,532,448    15,523,056   15,462,396
Shares
Putnam Money Market          158,413       158,413      158,413
Cash  Management  Treas.     434,452       434,452      434,452
America
U.S.   Treas  Bill   DTD   6,500,000     6,167,292    6,167,292
1/11/96
U.S.   Treas  Bill   DTD   1,000,000       975,593      975,593
3/7/96
U.S.   Treas  Bill   DTD  10,000,000     9,671,694    9,671,694
5/30/96
Total Money Market                      46,651,202   46,590,542
                                                   
Mutual Funds:                                      
AMCAP Fund                45,162          524,435      617,365
Investment Co. of Amer.   29,016          446,198      627,026
Putnam  FD For Growth  &  39,643          484,383      641,828
Income
Twentieth Century Inv. -  29,092          513,735      564,102
Growth
Twentieth Century Inv. -  16,594          607,230      591,068
Select
Washington  Mutual  Inv.  20,297          290,260      445,914
FD Inc.
Vanguard/Windsor    Fund  27,638          369,687      401,575
Inc.
Vanguard   Index   TR500  11,494          463,739      662,047
Portfolio
American Mutual FD Inc.   17,326          334,712      421,535
AIM Weingarten Fund       34,968          437,377     619,983
Total Mutual Funds                      4,471,756   5,592,443
                                                   
TOTAL FUND INVESTMENTS                $51,122,958  $52,182,985
                                                   
LESS:  Retirement Plan                (7,034,254)  (7,182,658)
TOTAL PLAN INVESTMENTS                $44,088,704  $45,000,327
Participant         loan  -                    -          109
receivable
TOTAL PLAN INVESTMENTS                $44,088,704  $45,000,436
                              F-17

                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                
Item 27a - Schedule of Assets Held for Investment Purposes as of
                  December 31, 1995 (continued)

                                                       Fair
Security Description      Units          Cost         Value
                                                   
F&G GIC FUND                                       
Money Market:                                      
Provident     Instit.     18,114     $  18,114     $  18,114
FDS/Tempfund
Total Money Market                      18,114        18,114
Insurance Contract:                                
Fidelity  &  Guaranty  2,675,504     2,675,504     2,675,504
Life Ins. Co.
Total       Insurance                2,675,504     2,675,504
Contract
TOTAL            FUND                $2,693,618   $2,693,618
INVESTMENTS                                     
                                                   
INVESTMENT   CO.   OF                              
AMERICA
Money Market:                                      
Provident     Instit.     21,216     $  21,216     $  21,216
FDS/Tempfund
Total Money Market                      21,216        21,216
Mutual Fund:                                       
Investment Co. Amer.   213,044       3,821,727     4,603,890
Total Mutual Fund                    3,821,727     4,603,890
Participant      loan  -                     -           782
receivable
TOTAL            FUND                $3,842,943    $4,625,888
INVESTMENTS
                                                   
INVESCO STABLE  VALUE                              
FUND
Money Market:                                      
Provident     Instit.  1,563         $   1,563     $   1,563
FDS/Tempfund
Total Money Market                       1,563         1,563
Insurance Contract:                                
Invesco Stable  Asset  1,110,752     $1,110,752    $1,110,752
Value
Total       Insurance                1,110,752     1,110,752
Contract
Participant      loan  -                     -            72
receivable
TOTAL            FUND                $1,112,315    $1,112,387
INVESTMENTS
                                                   
DODGE  & COX BALANCED                              
FUND
Money Market:                                      
Provident     Instit.  41,979        $  41,979     $  41,979
FDS/Tempfund
Total Money Market                      41,979        41,979
Mutual Fund:                                       
Dodge  & Cox Balanced  66,166        $3,327,192    $3,612,684
Fund
Total Mutual Fund                    3,327,192     3,612,684
                                                   
TOTAL            FUND                $3,369,171    $3,654,663
INVESTMENTS
                              F-18

                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                
Item 27a - Schedule of Assets Held for Investment Purposes as of
                  December 31, 1995 (continued)

                                                       Fair
Security Description      Units          Cost         Value
                                                   
VANGUARD  S&P   INDEX                              
FUND
Money Market:                                      
Provident     Instit.  3,054         $   3,054     $   3,054
FDS/Tempfund
Total Money Market                       3,054         3,054
                                                   
Mutual Fund:                                       
Vanguard Index  TR500  26,266        $1,320,477    $1,512,894
Portfolio
Total Mutual Fund                    1,320,477     1,512,894
Participant      loan  -                     -            72
receivable
TOTAL            FUND                $1,323,531    $1,516,020
INVESTMENTS
                                                   
AIM     CONSTELLATION                              
FUND
Money Market:                                      
Provident     Instit.  38,734        $  38,734     $  38,734
FDS/Tempfund
Total Money Market                      38,734        38,734
Mutual Fund:                                       
AIM     Equity    FDS  203,838       $4,211,954    $4,588,383
Constellation
Total Mutual Fund                    4,211,954     4,588,383
Participant      loan  -                     -            36
receivable
TOTAL            FUND                $4,250,688    $4,627,153
INVESTMENTS
                                                   
WARBURG PINCUS FUND                                
Money Market:                                      
Provident     Instit.  18,280        $  18,280     $   18,280
FDS/Tempfund                                      
Total Money Market                      18,280         18,280
                                                   
Mutual Fund:                                       
Warburg Pincus Equity  61,909        $1,132,146    $1,215,885
Total Mutual Fund                    1,132,146     1,215,885
                                                   
TOTAL            FUND                $1,150,426    $1,234,165
INVESTMENTS
                                                   
LOAN FUND                                          
Participant     Loans  -             $       -     $2,608,539
(Int  rate  of  5.5%)
**
                                                   
TOTAL            FUND                $       -     $2,608,539
INVESTMENTS
                                                   
TOTAL INVESTMENTS                    $70,100,928   $77,165,089
                                                   
                                                   
**Parties-in-interest.

                              F-19

                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                
Line 27d - Schedule of Reportable Transactions for the year ended
                        December 31, 1995


When  the assets of two or more plans are maintained in one trust
(Master  Trust), such as the Balanced Fund, which holds assets for both
the Savings and Participation Plan and Retirement Plan, the value
of  plan assets held in the Master Trust are subtracted from  the
current  value of all plan assets at the beginning  of  the  plan
year  in  determining the 5% limitation. The following securities
were   traded  during  the  year  ended  December  31,  1995   in
transactions or series of transactions that were in excess of  5%
of the Participation Plan total assets excluding the assets of the
Balanced Fund at January 1, 1995.


                                         Sales         
Description of Security   Purchase     Proceeds     Gain /
                            Cost                    (Loss)
Single transactions:                               
Provident Institutional  $1,750,000   $1,750,000   $       -
Provident Institutional   1,750,000    1,750,000           -
AIM  Ltd  Mat  Treasury   1,768,279    1,750,000      18,279
Shares
                                                   

Series of transactions:
Provident Institutional  28,533,972   28,533,972           -
AIM  Ltd  Mat  Treasury   3,490,679    3,472,642      18,037
Shares
Dodge & Cox Balanced      3,327,192    3,327,192           -
Invesco Stable Value      1,206,208    1,206,208           -
                                                   


                              F-20

               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 May 24, 1996 on our audit of the  financial
statements  of the Millipore Corporation Employees' Participation
and  Savings Plan as of December 31, 1995 and 1994, and  for  the
year  ended  December 31, 1995 which report is included  in  this
Annual Report on Form 11-K.




                                        Coopers & Lybrand L.L.P.


Boston, Massachusetts
June 20, 1996