EXHIBIT 24
                              
                      Power of Attorney
                              


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned
Directors   and   Officers   of   Millipore   Corporation    (the
"Corporation"), do hereby constitute and appoint C. William Zadel
and  Jeffrey Rudin and each of them individually, their true  and
lawful  attorneys  and  agents  to  execute  on  behalf  of   the
Corporation  the  Form 10-K Annual Report of the Corporation  for
the  fiscal year ended December 31, 1997, and all such additional
instruments related thereto which such attorneys and  agents  may
deem  to be necessary and desirable to enable the Corporation  to
comply  with the requirements of the Securities Exchange  Act  of
1934,   as  amended,  and  any  regulations,  orders,  or   other
requirements  of  the  United  States  Securities  and   Exchange
Commission  thereunder  in connection with  the  preparation  and
filing  of  said Form 10-K Annual Report, including specifically,
but  without limitation of the foregoing, power and authority  to
sign  the  names  of each of such Directors and Officers  on  his
behalf,  as such Director or Officer, as indicated below  to  the
said Form 10-K Annual Report or documents filed or to be filed as
a part of or in connection with such Form 10-K Annual Report; and
each  of  the undersigned hereby ratifies and confirms  all  that
said  attorneys and agents shall do or cause to be done by virtue
thereof.


SIGNATURE                TITLE                    DATE



/s/C. William Zadel      Chairman, President           February 12,
1998
C. William Zadel              Chief Executive Officer
                         and Director



/s/Charles D. Baker      Director                 February 12, 1998
Charles D. Baker



/s/Robert C. Bishop      Director                 February 12, 1998
Robert C. Bishop



/s/Samuel C. Butler      Director                 February 12, 1998
Samuel C. Butler

SIGNATURE                TITLE                    DATE



/s/Robert E. Caldwell         Director            February 12, 1998
Robert E. Caldwell



/s/Maureen A. Hendricks       Director            February 12, 1998
Maureen A. Hendricks



/s/Mark Hoffman          Director            February 12, 1998
Mark Hoffman



/s/Steven Muller         Director            February 12, 1998
Steven Muller



/s/Thomas O. Pyle        Director            February 12, 1998
Thomas O. Pyle



/s/John F. Reno          Director            February 12, 1998
John F. Reno