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, 1996
                                
                      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, 1997





                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                
         For the Years Ended December 31, 1996 and 1995

         MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION
                        AND SAVINGS PLAN
                                
    Index to Financial Statements and Supplemental Schedules
                                
                                


Financial Statements and Exhibits

                                               Page(s)

Report of Independent Accountants                 1


Statements of Net Assets Available for Plan Benefits, with
Fund Information, at December 31, 1996 and 1995   2 - 5


Statement of Changes in Net Assets Available for Plan
Benefits, with Fund Information, for the year ended
December 31, 1996                                 6 - 7


Notes to Financial Statements                     8 - 17


Line 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1996                           18 - 20

Line 27d - Schedule of Reportable Transactions for the year
ended December 31, 1996                           21


Consent of Independent Accountants                22


                                
                                
                                
                                
                                
                                
                Report of Independent Accountants
                                


To the Trustees of the 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, 1996
and 1995, and the related statement  of changes  in  net  assets 
available for plan benefits for  the  year  ended  December  31,  1996.
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, 1996
and  1995  and  the  changes  in net assets  available  for  plan
benefits for the year ended December 31, 1996 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 purposes  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
available for plan benefits and the statement of changes in net
assets available for plan 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 16, 1997


                                
                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
                           INFORMATION
                   December 31, 1996 and 1995


                              1996
                                                      
                Millipore    AIM Ltd                  F&G      Investment      
                  Stock      Maturity   Balanced      GIC        Co of       Loan
                   Fund        Fund       Fund        Fund      America      Fund
                                                                  Fund
Assets                                                                    
Investments, at                                                           
fair value:
Common stock of                                                           
Millipore
Corporation,
101,673
shares with a                                                             
cost
of $2,483,677   $4,206,737 $    -     $    -      $    -      $    -     $    -

  Plan's                                                                   
Interest in                                                               
Master Trust            -      -       49,596,242      -           -          -
  Other                                                                   
Investments           -     5,439,244         -    2,759,091   5,596,516  -
  Participant                                                             
loan receivable    1,954         111          -        747          690   2,751,378
                                                                          
Contributions                                                             
receivable:
Participation                                                             
Plan                   -           -    3,532,968  -           -          -
Savings Plan:                                                             
Employee                                                                  
contrib.          50,950       57,500      55,807     58,925     47,267   -
Employer                                                                  
contrib.          11,359       15,688       13,628     8,884      14,998  -
Dividends                                                                 
/interestreceiv    32,645      80,905      385,695     10,277    269,756          -
                                                                          
Total assets    $4,303,645  $5,593,448 $53,584,340 $2,837,924  $5,929,227 $2,751,378
                                                                          
Liabilities and
Net Assets
Available for
Plan Benefits
Fund payables   $   56,428  $  22,881  $  100,451  $   59,777  $   67,356 $        -
                                                                          
Net assets                                                                
available for                                                             
 plan benefits  4,247,217   5,570,567  53,483,889  2,778,147   5,861,871  2,751,378
                                                                          
Total                                                                     
liabilities and                                                           
net assets                                                                
available for                                                             
plan benefits   $4,303,645  $5,593,448 $53,584,340 $2,837,924  $5,929,227 $2,751,378
                                                             
                                
                                
                                

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

                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
                           INFORMATION
                           (Continued)
                   December 31, 1996 and 1995


                              1996
                                                      
                 Invesco     Dodge &    Vanguard      AIM       Warburg        
                  Stable       Cox      S&P Index  Constella-    Pincus        
                  Value      Balanced     Fund        tion       Int'l       Total
                   Fund        Fund                   Fund       Equity
                                                                  Fund
Assets                                                                    
Investments, at                                                           
fair value:
Common stock of                                                           
Millipore
Corporation,
101,673
shares with a                                                             
cost
of $2,483,677   $    -      $   -       $    -    $   -      $   -       $4,206,737
                           
  Plan's                                                                   
Interest in                                                               
   Master Trust  -           -          -           -           -          49,596,242
  Other                                                                   
Investments     1,155,197   5,066,649  3,308,890  6,964,359   1,916,376  32,206,322
                          
  Participant                                                             
loan receivable       68      11,550          72      1,653        202    2,768,425
                                                                          
Contributions                                                             
receivable:
Participation                                                             
Plan                    -        -             -         -           -     3,532,968
Savings Plan:                                                             
Employee                                                                  
contrib.           18,803      41,095     53,728     83,500      28,379     495,954
                                      
Employer                                                                  
contrib.            4,037      13,483      10,635    22,794      6,219      121,725
Dividends /                                                               
interest                                                                  
receiv.              9,554        105      39,758    7,003       78,178     913,876
                                      
                                                                          
Total assets    $1,187,659  $5,132,882 $3,413,083 $7,079,309  $2,029,354 $93,842,249
                                     
                                                                          
Liabilities and
Net Assets
Available for
Plan Benefits
Fund payables   $   19,820  $ 103,081  $   22,848  $   32,602  $   25,552 $   510,796
                                                                          
Net assets                                                                
available for                                                             
 plan benefits  1,167,839   5,029,801  3,390,235   7,046,707   2,003,802  93,331,453
                                                                          
Total                                                                     
liabilities and                                                           
net assets                                                                
available for                                                             
plan benefits   $1,187,659  $5,132,882 $3,413,083  $7,079,309  $2,029,354 $93,842,249

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

                           MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
                           INFORMATION
                   December 31, 1996 and 1995


                              1995
                                                        
                Millipore    AIM Ltd                  F&G      Investment      
                  Stock      Maturity   Balanced      GIC        Co of       Loan
                   Fund        Fund       Fund        Fund      America      Fund
                                                                  Fund
Assets                                                                    
Investments, at                                                           
fair value:
Common stock of                                                           
Millipore
Corporation,
87,719
shares with a                                                             
cost
of $1,807,599  $3,607,444  $    -     $    -      $    -      $    -     $    -
                
  Plan's                                                                   
Interest in                                                               
   Master Trust  -           -          44,877,343  -           -          -
  Other                                                                   
Investments     247,952     6,236,713         -    2,693,618   4,625,106  -
  Participant                                                             
loan receivable       -         111          109         -          782   2,608,539
                                                                          
Contributions                                                             
receivable:
Participation                                                             
Plan                 -           -     3,494,659         -           -          -
                                      
Savings Plan:                                                             
Employee                                                                  
contrib.        80,665      74,164     118,693     26,297      47,374     -
Employer                                                                  
contrib.        10,750      15,206      15,873      8,766       14,865     -
                            
Dividends                                                                 
/interestreceiv 27,598      29,760     645,173     222         259           -
                                                                          
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
Fund payables   $    9,124  $  10,630  $    99,789 $   45,052  $  181,708 $        -
                                                                          
Net assets                                                                
available for                                                             
 plan benefits  3,965,285   6,345,324  49,052,061  2,683,851   4,506,678  2,608,539
                                                                          
Total                                                                     
liabilities and                                                           
net assets                                                                
available for                                                             
plan benefits   $3,974,409  $6,355,954 $49,151,850 $2,728,903  $4,688,386 $2,608,539
                                                             
                                
                                

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

                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
                           INFORMATION
                           (Continued)
                   December 31, 1996 and 1995


                              1995
                                                      
                 Invesco     Dodge &    Vanguard      AIM       Warburg        
                  Stable       Cox      S&P Index  Constellat    Pincus        
                  Value      Balanced     Fund        ion        Int'l       Total
                   Fund        Fund                   Fund       Equity
                                                                  Fund
Assets                                                                    
Investments, at                                                           
fair value:
Common stock of                                                           
Millipore
Corporation,
87,719
shares with a                                                             
cost
of $1,807,599   $    -      $    -    $      -   $     -     $   -      $3,607,444
                          
  Plan's                                                                   
Interest in                                                               
   Master Trust          -       -           -         -           -          44,877,343
  Other                                                                   
Investments     1,112,315   3,654,663  1,515,948  4,627,117   1,234,165  25,947,597
                                     
  Participant                                                             
loan receivable       72           -         72          36          -    2,609,721
                                                                          
Contributions                                                             
receivable:
Participation                                                             
Plan                   -           -          -    -           -          3,494,659
Savings Plan:                                                             
Employee                                                                  
contrib.           15,658     71,917      94,961   160,859     17,473     708,061
Employer                                                                  
contrib.            3,731     14,199       7,368   21,836      5,808      118,402
Dividends                                                                 
/interestreceiv       897        334        108        300         79      704,730
                                                                          
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
Fund payables   $   38,790  $  39,041  $    28,495 $   29,873  $  22,345  $  504,847
                                                                          
Net assets                                                                
available for                                                             
 plan benefits  1,093,883   3,702,072  1,589,962   4,780,275   1,235,180  81,563,110
                                                                          
Total                                                                     
liabilities and                                                           
net assets                                                                
available for                                                             
plan benefits   $1,132,673  $3,741,113 $1,618,457  $4,810,148  $1,257,525 $82,067,957
                                                                         
                                
                                

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

                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
                      WITH FUND INFORMATION
                        December 31, 1996


                              1996
                                                      
                   Millipore   AIM Ltd                   F&G     Investment      
                     Stock     Maturity    Balanced      GIC       Co of       Loan
                      Fund       Fund        Fund        Fund     America      Fund
                                                                    Fund
Investment income:                                                          
Dividends on                                                                
Millipore                                                                   
  Corporation                                                               
  common stock     $35,562   $     -     $    -       $    -     $     -    $    -
                           
Plan's Interest                                                             
 in Master Trust                                                            
 Investment income                                                          
 (Note D)          -          -          5,119,331    -          -          -
Dividends and                                                               
interest           2,099      302,138    -            17,001     349,169    143,566
Net appreciation /                                                          
 (depreciation) in                                                          
fair value                                                                  
 of investments    125,276    (40,100)         -            -    559,861          -
Total                                                                       
investment income  162,937    262,038    5,119,331    117,001    909,030    143,566
Contributions:                                                              
Company                                                                     
contributions:
Participation Plan                                                          
                   -          -          3,532,968    -          -          -
Savings Plan       102,998    128,040    118,215      72,798     140,197    -
Employee Savings                                                            
Plan
contributions      494,158    402,281     453,055     274,689    630,314         -
Total                                                                       
contributions      597,156    530,321    4,104,238    347,487    770,511    -
                                                                            
Benefit payments   (176,873)  (842,543)  (4,056,499)  (251,793)  (360,239)  (67,361)
                                                                            
Administrative                                                              
expenses           (4,728)    (5,168)    -            (2,504)    (5,294)    -
Loans to                                                                    
participants, net  (10,297)   33,673     12,366       (7,402)    (5,563)    66,634
Participant                                                                 
interfund                                                                   
transfers          (286,263)  (753,078)  (747,608)    (108,493)   46,748          -
                                                                            
Net increase/                                                               
(decrease)         281,932    (774,757)  4,431,828    94,296     1,355,193  142,839
                                                                            
Net assets                                                                  
available                                                                   
 for plan benefits                                                          
at January 1                                                                
                   3,965,285  6,345,324  49,052,061   2,683,851  4,506,678  2,608,539
                                                                            
Net assets                                                                  
available for plan                                                          
 benefits at                                                                
December 31        $4,247,217 $5,570,567 $53,483,889  $2,778,147 $5,861,871 $2,751,378
                                                                            
                                

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

                                
                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
                WITH FUND INFORMATION (Continued)
                        December 31, 1996


                              1996
                                
                                                      
                    Invesco    Dodge &     Vanguard      AIM      Warburg         
                     Stable      Cox      S&P Index   Constella-   Pincus         
                     Value     Balanced      Fund        tion      Int'l       Total
                      Fund       Fund                    Fund      Equity
                                                                    Fund
Investment income:                                                          
Dividends on                                                                
Millipore                                                                   
  Corporation                                                               
  common stock     $   -     $    -      $    -       $    -    $    -     $35,562
                  
Plan's Interest                                                             
 in Master Trust                                                            
 Investment income                                                          
 (Note D)          -          -          -            -          -          5,119,331
Dividends and                                                               
interest           70,853     214,719    65,489       240,615    79,505     1,585,154
Net appreciation /                                                          
(depreciation) in                                                           
fair value     of                                                           
investments             -     415,384     424,061     624,463    75,425      2,184,370
Total                                                                       
investment income  70,853     630,103    489,550      865,078    154,930    8,924,417
Contributions:                                                              
Company                                                                     
contributions:
Participation Plan                                                          
                   -          -          -            -          -          3,532,968
Savings Plan       34,370     130,266    78,927       193,718    58,956     1,058,485
Employee Savings                                                            
Plan
contributions      170,169    659,458     419,141     942,434    277,743    4,723,442
                                                                
Total                                                                       
contributions      204,539    789,724    498,068      1,136,152  336,699    9,314,895
                                                                            
Benefit payments   (141,167)  (101,036)  (107,087)    (121,957)  (206,314)  (6,432,869)
                                                                            
Administrative                                                              
expenses           (5,112)    (4,175)    (2,510)      (6,470)    (2,139)    (38,100)
Loans to                                                                    
participants, net  (43,255)   (58,879)   (89)         41,227     (28,415)   -
Participant                                                                 
interfund                                                                   
transfers          (11,902)   71,992      922,341     352,402    513,861       -
                                                                
                                                                            
Net increase/                                                               
(decrease)         73,956     1,327,729  1,800,273    2,266,432  768,622    11,768,343
                                                                            
Net assets                                                                  
available                                                                   
 for plan benefits                                                          
at January 1                                                                
                   1,093,883  3,702,072  1,589,962    4,780,275  1,235,180  81,563,110
                                                                            
Net assets                                                                  
available for plan                                                          
 benefits at                                                                
December 31        $1,167,839 $5,029,801 $3,390,235   $7,046,707 $2,003,802 $93,331,453
                                                                            

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

                      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  of 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 of the Company.

     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 15% of their eligible  compensation.
     All participants with 10 or more years of service receive  a
     Company match of 50% of their contribution up to 6% of their
     eligible compensation.  Participants with less than 10 years
     of   service  receive  a  Company  match  of  25%  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  any  of  the funds  available  in  the  Plan.
     Participants are permitted to invest in more than  one  fund
     and  are  generally  allowed to borrow  from  the  Plan  the
     amounts  contributed  by  them and  the  Company's  matching
     amount.

     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 %.



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

A.   Description of the Plan (Continued)

     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 some 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.  Participant loans are valued at cost
     which approximates fair value.
 
     The F&G GIC Fund is a fully benefit-responsive contract fund, which
     carries no set limitations.  The minimum credited interest
     rates for December 31, 1996 and 1995 are 4.5% and 5.0% respectively.
     These rates are adjusted annually to reflect the anticipated
     yields.  The average yields for the years ended December 31, 1996
     and 1995 are 4.5% and 5.3% respectively.  The Invesco  Stable Value
     Fund is a common collective trust  GIC Fund  (or  pooled  GIC Fund)
     which has been  valued  by  the Fund's  investment  advisor,
     in the  absence  of  a  readily ascertainable  market value,
     based on the  best  information available  as of the end of the
     period.  Such valuation  has been approved by the Committee.
     Investments in insurance contracts are valued at their contract
     value, which 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.

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

     Use of Estimates
     
     The  preparation of the financial statements  in  conformity
     with  generally accepted accounting principles requires  the
     Trustees to make significant estimates and assumptions  that
     affect the reported amounts of net assets available for plan
     benefits  at  the date of the financial statements  and  the
     changes in net assets available for plan benefits during the
     reporting  period  and,  when  applicable,  disclosures   of
     contingent  assets  and  liabilities  at  the  date  of  the
     financial  statements.   Actual results  could  differ  from
     those estimates.
     
     Risks and Uncertainties
     
     The  Plan  provides for various investment  options  in  any
     combination  of  stocks,  bonds,  fixed  income  securities,
     mutual  funds,  money  market funds,  and  other  investment
     securities.   Investment securities are exposed  to  various
     risks such as interest rate, market, and credit risks.   Due
     to  the  level  of  risk associated with certain  investment
     securities, and a level of uncertainty related to changes in
     the   value  of  investment  securities,  it  is  at   least
     reasonably possible that changes in risks in the  near  term
     could materially affect participants' account balances,  the
     amounts  reported  in the statement of net assets  available
     for  plan  benefits, and the statement  of  changes  in  net
     assets available for plan benefits.

     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  years'
     financial statements to conform with the 1996 presentation.




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



C.   Investment Programs

     The  Plan's  assets are invested among ten investment  funds
     and a loan fund.  Five of these investment funds were new as
     of  April  1995.  All of the investment funds  available  to
     employees  have been approved by the Trustees of  the  Plan.
     Employees are allowed to invest in all ten investment  funds
     and  may  invest in more than one fund.  Upon enrollment  in
     the  Plan,  a  participant may direct employee contributions
     and  matching company contributions, as well as change their
     investment  options monthly.  All Company  contributions  to
     the  Participation Plan are invested in the  Balanced  Fund.
     The   mix  of  investments  within  the  Balanced  Fund   is
     determined  by the Trustees of the Plan.  Income  earned  by
     each  investment  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.   The  investment
     funds available to employees are as follows:


     Millipore Common Stock Fund:

     This  fund's  investments  consist  primarily  of  Millipore
     Common Stock.


     AIM LTD Maturity Fund:

     This fund invests exclusively in U.S. Treasury Securities.  The
     Fund's investment strategy is designed to provide a high level
     of principal protection.

     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:

     Investments  of  this  fund include a  guaranteed  insurance
     contract  with a fixed rate of interest which is  determined
     annually.

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


C.   Investment Programs (Continued)


     Investment Co. of America:

     This fund seeks long term growth of capital and income.
     The fund invests primarily in common stocks but  may  also
     invest in high-quality convertibles and debt securities.

     Invesco Stable Value Fund:

     This fund seeks stability of principal and consistent income 
     through an actively managed pool of investment contracts.
     
     Dodge & Cox Balanced Fund:

     This fund seeks regular income, conservation of principal and
     long-term growth.  The fund invests in a diversified portfolio 
     common stocks, preferred stocks and bonds.

     Vanguard S&P Index Fund:

     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 fund seeks capital appreciation.  The fund invests in 
     small and medium size emerging growth companies.

     Warburg Pincus International Equity Fund:

     This fund seeks long-term capital appreciation by investing
     primarily in a broadly diversified portfolio of equity securities
     of companies that have their principal business activities
     and interests outside the U.S.

     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 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, 1996 and 1995.
     
     
                                   1996        1995
                                               
Balanced Fund Investments          $49,596,242 $44,877,343
                                               
AIM Equity FDS Constellation        6,962,500   4,588,383
                                               
Investment Co. America              5,583,904   4,603,890
                                               
AIM Ltd. Maturity Treasury Shares               
                                   5,396,480    6,216,189
                                                
Dodge & Cox Balanced                5,055,168         -
     
     
     
     Participant and Non-Participant 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.
                                

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


C.   Investment Programs (Continued)


                                                      
                        December 31, 1996           December 31, 1995
               Participant Nonparticip              Participant Nonparticip        
Balanced Fund   Directed    Directed      Total      Directed     Directed       Total
Assets                                                                       
Other                                                                        
Investments    $5,455,587  $44,140,655 $49,596,242 $5,385,281  $39,492,062  $44,877,343
                                                  
Loan                                                                         
repayment                                                                    
receiv.                -          -            -          109           -           109
                                                                             
Contribution                                                                 
Receivable:
Participation                                                                
Plan                 -     3,532,968   3,532,968          -     3,494,659    3,494,659
Savings Plan:                                                                
 Employee                                                                    
contribution   55,807            -     55,807       118,693          -       118,693
 Employer                                                                    
contribution   13,628            -      13,628      15,873           -       15,873
Dividend /                                                                   
interest                                                                     
receiv         42,427      343,268     385,695      77,421      567,752      645,173
 Total Assets  $5,567,449  $48,016,891 $53,584,340  $5,597,377 $43,554,473  $49,151,850
                                                   
                                                                             
Liabilities &                                                                
Net Assets
Available for
Plan Benefits
Fund payables  $  11,050   $   89,401  $   100,451  $    11,975 $    87,814  $     99,789
                                                                             
Net assets                                                                   
available for                                                                
 plan                                                                        
benefits       5,556,399   47,927,490  53,483,889   5,585,402   43,466,659   49,052,061
                                                                             
Total                                                                        
liabilities &                                                                
net assets                                                                   
available for                                                                
plan benefits  $5,567,449  $48,016,891 $53,584.340  $5,597,377  $43,554,473  $49,151,850
                                                               

                              December 31, 1996
                              Participant     Non-           
Balanced Fund                  Directed    participant     Total
                                            Directed
                                                        
Investment Income              $551,581   $4,567,750    $5,119,331
                                                        
Company contributions:                                  
 Participation plan                  -    3,532,968     3,532,968
 Savings plan                  118,215           -      118,215
Employee savings plan                                   
 contributions                 453,055           -      453,055
                                                        
Benefit Payments               (416,612)  (3,639,887)   (4,056,499)
Loans to participants, net      12,366           -       12,366
Participant                                             
interfund transfers           (747,608)           -     (747,608)
                                                        
Net (decrease) / increase      (29,003)   4,460,831     4,431,828
                                                        
Net   assets  available  for                            
plan benefits at Jan. 1       5,585,402   43,466,659    49,052,061
                                                        
Net   assets  available  for                            
plan benefits at Dec. 31      $5,556,399  $47,927,490   $53,483,889

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


D.   Interest in Master Trust


     A  portion of the assets of the Plan and the assets  of  the
     Retirement Plan are commingled and jointly invested  in  the
     Balanced Fund.  The 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
     86.7%  and  86.0% of the Fund's investments at December  31,
     1996 and 1995 respectively.
     
     
                                   1996             1995
                                Fair Value       Fair Value
     Money Market Funds        $  134,305        $29,470,065
     Mutual Funds              57,070,126         22,712,920
     Total Investments         $57,204,431       $52,182,985
     Portion attributable to   $49,596,242       $44,877,343
     the Plan
     

     Income earned on commingled investments of the Balanced Fund
     for the   year ended December 31, 1996 is as follows:

     Interest and dividends        $4,245,513
                                   
     Net appreciation of           
     investments                   1,713,108
                                   
     Expenses                        (50,852)
                                   
     Total net investment income   $5,907,769
                                   
     Portion attributable to the   $5,119,331
     Plan



     Investment  income and administrative expenses  relating  to
     the Master Trust are allocated to the individual plans based
     upon their pro rata share.
                                

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



E. 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:

                                          1996         1995
   Net assets available for plan benefits
   per the financial statements         $93,331,453 $81,563,110
   Amounts allocated to withdrawing
   participants                         (891,560)   (1,142,676)
   Net Assets available for benefits per
   the Form 5500                        $92,439,893 $80,420,434


   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, 1996:
                                                      1996
   Benefit payments per the statement of changes
          in net assets available for plan benefits $6,432,869
         Add:  Amounts allocated to withdrawing
          participants at December 31, 1996            891,560
        Less:  Amounts allocated to withdrawing
          participants at December 31, 1995        (1,142,676)
   Benefits paid to participants per the Form 5500  $6,181,753


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

F.   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.


G.   Tax Status

     The Internal Revenue Service has determined and informed the
     Company  by a letter dated April 28, 1995, that the Plan  is
     qualified  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.
     
     
                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                
Line 27a - Schedule of Assets Held for Investment Purposes as of
                        December 31, 1996


                                                       Fair
Security Description      Units          Cost         Value
                                                   
MILLIPORE      COMMON                              
STOCK FUND
Common Stock:                                      
     Millipore  Corp.                              
**                       101,673    $   2,483,677  $  4,206,720
   Total Common Stock                  2,483,677      4,206,720
Money Market:                                      
Provident     Instit.                              
FDS/Tempfund                  17            17             17
   Total Money Market                        17           17
Participant       loan                              
receivable                     -             -     1,954
TOTAL            FUND                              
INVESTMENTS                         $  2,483,694   $4,208,691
                                                   
AIM LTD MATURITY FUND                              
Money Market:                                      
Provident     Instit.                              
FDS/Tempfund           42,764       $42,764        $  42,764
   Total Money Market                  42,764         42,764
Mutual Fund:                                       
AIM   Ltd.   Maturity                              
Treas. Shares          538,034       5,407,883     5,396,480
    Total Mutual Fund                5,407,883     5,396,480
Participant       loan                              
receivable             -                     -            111
TOTAL            FUND                              
INVESTMENTS                         $5,450,647     $5,439,355
                                                   
                                                   
INTEREST  IN   MASTER                              
TRUST                  -            $52,567,889    $49,596,242
                                                   
                                                   
F&G GIC FUND                                       
Money Market:                                      
Provident     Instit.                              
FDS/Tempfund           13,294       $13,294        $  13,294
Total Money Market                     13,294         13,294
Insurance Contract:                                 
Fidelity  &  Guaranty                              
Life Ins. Co.          2,745,797    2,745,797      2,745,797
Total       Insurance                              
Contract                             2,745,797     2,745,797
Participant      loan                              
receivable             -                     -     747
TOTAL            FUND                              
INVESTMENTS                         $2,759,091     $ 2,759,838
                                                   
INVESTMENT   CO.   OF                              
AMERICA
Money Market:                                      
Provident     Instit.                              
FDS/Tempfund           12,612       $12,612        $  12,612
Total Money Market                     12,612      
                                                   12,612
Mutual Fund:                                       
Investment        Co.                              
America                230,454      4,320,717      5,583,904
Total Mutual Fund                    4,320,717     5,583,904
Participant      loan                              
receivable             -                     -           690
TOTAL            FUND                              
INVESTMENTS                         $4,333,329     $5,597,206
                                

                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                
Line 27a - Schedule of Assets Held for Investment Purposes as of
                  December 31, 1996 (continued)

                                                       Fair
Security Description      Units          Cost         Value
                                                   
INVESCO STABLE  VALUE                              
FUND
Money Market:                                      
Provident     Instit.                              
FDS/Tempfund           13,136        $  13,136     $  13,136
Total Money Market                      13,136        13,136
Insurance Contract:                                 
Invesco Stable  Asset                              
Value                  1,142,061     1,142,061     1,142,061
Total       Insurance                              
Contract                             1,142,061    1,142,061 
                                                  
Participant      loan                              
receivable             -                      -         68
TOTAL            FUND                              
INVESTMENTS                          $1,155,197    $1,155,265
                                                   
DODGE  & COX BALANCED                              
FUND
Money Market:                                      
Provident     Instit.                              
FDS/Tempfund           11,481        $  11,481     $    11,481
Total Money Market                      11,481        11,481
Mutual Fund:                                       
Dodge  & Cox Balanced                              
Fund                   84,506        4,369,498     5,055,168
                                                  
Total Mutual Fund                    4,369,498     5,055,168
Participant      loan  -                     -        11,550
receivable
TOTAL            FUND                              
INVESTMENTS                          $4,380,979    $5,078,199

VANGUARD  S&P   INDEX                              
FUND
Money Market:                                      
Provident     Instit.                              
FDS/Tempfund           4              $      4      $   4
Total Money Market                           4             4
Mutual Fund:                                       
Vanguard Index  TR500                              
Portfolio              47,844        2,693,788     3,308,886
Total Mutual Fund                    2,693,788     3,308,886
Participant      loan                              
receivable             -                      -            72
TOTAL            FUND                              
INVESTMENTS                          $2,693,792    $3,308,962
                                                   
AIM     CONSTELLATION                              
FUND
Money Market:                                      
Provident     Instit.                              
FDS/Tempfund           1,859          $  1,859      $   1,859
Total Money Market                       1,859         1,859
                                                   
Mutual Fund:                                       
AIM     Equity    FDS                              
Constellation          275,633       6,067,004     6,962,500
                                                  
Total Mutual Fund                    6,067,004     6,962,500
Participant      loan                              
receivable             -                      -    1,653
                                                  
TOTAL            FUND                              
INVESTMENTS                          $6,068,863    $6,966,012
                                                   
WARBURG PINCUS FUND                                
Money Market:                                      
Provident     Instit.                              
FDS/Tempfund           2,065          $  2,065      $   2,065
Total Money Market                       2,065         2,065
Mutual Fund:                                       
Warburg Pincus Equity                              
                       91,858        1,773,275     1,914,311
Total Mutual Fund                    1,773,275     1,914,311
Participant      loan                              
receivable             -                        -         202
TOTAL            FUND                              
INVESTMENTS                          $1,775,340    $1,916,578

                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                
Line 27a - Schedule of Assets Held for Investment Purposes as of
                  December 31, 1996 (continued)

                                                       Fair
Security Description      Units          Cost         Value
                                                   
                                                   
LOAN FUND                                          
Participant     Loans                              
(Int  rate  of  5.5%)                              
**                     -              $      -     $2,751,378
                                                  
                                                   
TOTAL            FUND                              
INVESTMENTS                           $      -     $2,751,378
                                                   
TOTAL INVESTMENTS                    $83,668,821   $88,777,726
                                                   
                                                   
                                                   
**Parties-in-interest                              



                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                
         Line 27d - Schedule of Reportable Transactions
              for the year ended December 31, 1996


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, 1996 
in 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, 1996.



                                                     
                  Number of   Purchase  Number     Sales    Historical   Realized
Description   of  Purchases    Price      of     Proceeds      Cost      Net Gain
Asset                                   Sales                            /(Loss)

Series of transactions:
Provident Inst.      330     $9,734,419  241    $10,027,097 $19,761,516  $    -
AIM Equity FDS        12     2,248,965    4      448,561    2,642,879      54,647



               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 16, 1997 on our audit of the  financial
statements  of the Millipore Corporation Employees' Participation
and  Savings Plan as of December 31, 1996 and 1995, and  for  the
year  ended  December 31, 1996 which report is included  in  this
Annual Report on Form 11-K.


                                        Coopers & Lybrand L.L.P.

Boston, Massachusetts
June 23, 1997