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 year ended December 31, 1997
                                
                      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/ Patricia Powers
                                        Patricia Powers
                                        Committee for
                                        Administration
                                        of the Millipore
                                        Corporation
                                        Employees' Participation
                                        and Savings Plan



Date:       June 26, 1998





                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                
              For the Year Ended December 31, 1997
                                
         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, 1997 and 1996   2 - 5


Statement of Changes in Net Assets Available for Plan
Benefits, with Fund Information, for the year ended
December 31, 1997                                 6 - 7


Notes to Financial Statements                     8 - 17


Line 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1997                           18 - 19

Line 27d - Schedule of Reportable Transactions for the year
ended December 31, 1997                           20


Consent of Independent Accountants                21

                                
                                
                                
                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, 1997
and  1996,  and  the related statement of changes in  net  assets
available for plan benefits for the year ended December 31, 1997.
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, 1997
and  1996  and  the  changes  in net assets  available  for  plan
benefits for the year ended December 31, 1997 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 22, 1998

                                
                                
                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
                           INFORMATION
                   December 31, 1997 and 1996
                                
                              1997


                                                                    
                Millipore     AIM Ltd                     F&G      Invest. Co.       
                  Stock      Maturity     Balanced        GAC      of America      Loan
                  Fund         Fund         Fund         Fund         Fund         Fund
Assets                                                                          
Investments    $ 3,863,927  $7,009,476   $    -       $2,501,073  $8,039,304   $   -
                                                       
Plan's Interest                                                                  
in             -            -            60,545,279   -            -            -
 Master Trust
Participant    -            -            -            -            -            3,555,608
loan receiv.
                                                                                
Contributions                                                                   
receivable:
Participation  -            -            5,105,012    -            -            -
Plan
Savings Plan:                                                                   
Employee       57,914       87,683       48,004       24,542       65,694       -
contrib.
Employer       18,280       19,961       16,001       8,180        21,274       -
contrib.
Due from Pan   -            289,905      -            -            -            -
American
                                                                                
Total assets   $3,940,121   $7,407,025   $65,714,296  $2,533,795  $8,126,272  $3,555,608
                                                       
                                                                                
Liabilities
and Net
Assets
Available for
Plan Benefits
Fund payables  $  878       $    780     $    8,414   $    402     $    997     $   -
                                                                                
Due to AIM          -            -            -            -            -           -
Ltd Maturity
                                                                                
Net assets                                                                      
available for  3,939,243      7,406,245   65,705,882    2,533,393    8,125,275   3,555,608
 plan          
benefits
                                                                                
Total                                                                           
liabilities                                                                     
and net        $3,940,121   $7,407,025   $65,714,296  $2,533,795   $8,126,272   $3,555,608
assets                     
available for
plan
benefits

                                
                                
                                
                                
                                
                                
                                
                                
                                
  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, 1997 and 1996
                                
                              1997


                                                                               
                 Invesco     Dodge & Cox    Vanguard         AIM         Warburg                        
              Stable Value    Balanced         S&P        Constell-      Pincus                         
                  Fund          Fund          Index         ation     Int'l Equity                      
                                              Fund          Fund          Fund          Other         Total
Assets                                                                                            
Investments   $1,490,652    $8,352,240    $8,632,236    $8,269,517    $2,482,717    $1,746,685    $52,387,827
Plan's Interest                                                                                    
in            -             -             -             -             -             -             60,545,279
   Master Trust
Participant   -             -             -             -             -             -             3,555,608
loan receiv.
                                                                                                  
Contributions                                                                                     
receivable
Participation -             -             -             -             -             -             5,105,012
Plan
Savings Plan:                                                                                     
Employee      15,956        80,843        182,746       85,565        11,605        -             660,552
contrib.
Employer      5,319         24,372        34,374        27,385        10,005        -             185,151
contrib.
Due from Pan  -             -             -             -             -             -             289,905
American
                                                                                                  
Total assets  $1,511,927    $8,457,455    $8,849,356   $8,382,467  $2,504,327 $1,746,685  $122,729,334
                                                 
                                                                                                  
Liabilities                                                           
and Net
Assets
Available for
Plan Benefits
Fund payables $  351        $    936      $    849      $    1,081    $    392      $    -        $15,080
                                                                                                  
Due to AIM         -             -             -             -             -         289,905      289,905
Ltd Maturity
                                                                                                  
Net assets                                                                                        
available for                                                                           
 plan         1,511,576      8,456,519     8,848,507     8,381,386     2,503,935     1,456,780    122,424,349
benefits
                                                                                                  
Total                                                                                             
liabilities                                                                                       
and net       $1,511,927    $8,457,455    $8,849,356    $8,382,467    $2,504,327    $1,746,685    $122,729,334
assets
available for
plan
benefits

                                
                                
  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, 1997 and 1996
                                
                              1996


                                                                    
                 Millipore     AIM Ltd                     F&G       Investment        
                   Stock       Maturity     Balanced       GAC         Co of         Loan
                    Fund         Fund         Fund         Fund       America        Fund
                                                                        Fund
Assets                                                                           
Investments     $4,239,382   $5,520,149   $    -       $2,769,368   $5,866,272   $    -
                                                        
Plan's Interest                                                                   
in Master Trust -            -            49,981,937        -            -            -
Participant         -             -                 -       -            -       2,751,378
loan receivable
                                                                                 
Contributions                                                                    
receivable:
Participation       -             -       3,532,968         -            -            -
Plan                                     
Savings Plan:                                                                    
Employee            52,904   57,611       55,807          59,672     47,957       -
contrib.                    
Employer            11,359   15,688       13,628           8,884     14,998       -
contrib.                    
                                                                                 
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    4,247,217    5,570,567    53,483,889   2,778,147   5,861,871     2,751,378
 plan benefits
                                                                                 
Total                                                                            
liabilities and                                                                  
net assets      $4,303,645   $5,593,448   $53,584,340  $2,837,924   $5,929,227  $2,751,378
available for                                                      
plan
benefits

                                
                                
                                
                                
                                
                                
                                
                                
                                
  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, 1997 and 1996
                                
                              1996


                                                                           
                    Invesco     Dodge & Cox     Vanguard        AIM         Warburg           
                  Stable Value    Balanced     S&P Index    Constellatio  Pincus Int'l        
                      Fund          Fund          Fund           n        Equity Fund      Total
                                                                Fund
Assets                                                                                  
Investments       $1,164,751   $5,066,754    $3,348,648    $6,971,362   $1,994,554    $36,941,240
                
Plan's Interest in                                                                       
Master Trust                -             -   -             -             -             49,981,937
Participant loan       -                  -             -         -             -        2,751,378
receivable                                                                            
                                                                                        
Contributions                                                                           
receivable:
Participation               -             -             -   -             -             3,532,968
Plan
Savings Plan:                                                                           
Employee                                                        
contrib.          18,871        52,645        53,800            85,153    28,581        513,001
Employer                                                         
contrib.          4,037         13,483        10,635             22,794   6,219         121,725
                                                                                        
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      1,167,839    5,029,801    3,390,235      7,046,707    2,003,802     93,331,453
 plan benefits                  
                                                                                        
Total                                                                                   
liabilities and                                                                         
net assets        $1,187,659    $5,132,882    $3,413,083    $7,079,309    $2,029,354    $93,842,249
available for
plan
benefits

                                
                                
                                
                                
                                
                                
                                
                                
                                
  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, 1997
                                
                              1997


                                                                        
                 Millipore      AIM Ltd                       F&G       Invest. Co.        
                   Stock       Maturity      Balanced         GAC       of America       Loan
                   Fund          Fund          Fund          Fund          Fund          Fund
Investment                                                                           
income:
Dividends on                                                                         
Millipore      $41,187      $         -   $        -    $        -    $        -    $   -
   common     
  stock
Plan's Interest                                                                       
in Master                                                                               
Trust Invest.  -             -             10,720,912            -             -         - 
income  (Note D)

Dividends and  1,304         328,358       -             124,397       801,858       158,201
interest
Net apprec. /                                                                        
(deprec.) in   (874,007)     22,325             -                  -   911 104          -
fair value of                                                          
investments
Investment     (831,516)     350,683       10,720,912    124,397       1,712,962     158,201
(loss)/income
Contributions:                                                                       
Company                                                                              
contrib.:
Participation  -             -             5,105,012     -             -             -
Plan
Savings Plan   131,174       139,080       133,149       78,126        171,361       -
Employee                                                                             
Savings Plan   712,585       644,952       600,175       272,482       835 901       -
contributions                                                         
Transfer from       -        3,197,523     -             -             -             300,414
Tylan Plan
Total          843,759       3,981,555     5,838,336     350,608       1,007,262     300,414
contributions
                                                                                     
Benefit        (350,892)     (297,382)     (3,819,407)   (257,005)     (552,336)     (166,707)
payments
                                                                                     
Other income/  192           1,594         -             795           702           -
(expense)
Loans to       (98,641)      (91,469)      (111,915)     (116,956)     (69,871)      512,322
participants,
net
Participant    129,124       (2,109,303)   (405,933)     (346,593)     164 685        -
interfund                                                             
trsfs.
                                                                                     
Net            (307,974)     1,835,678     12,221,993    (244,754)     2,263,404     804,230
(decrease)/increase
                                                                                     
Net assets                                                                           
available      4,247,217     5,570,567     53,483,889    2,778,147     5,861,871     2,751,378
for plan
benefits at
Jan. 1
                                                                                     
Net assets                                                                           
available for  $3,939,243    $7,406,245    $65,705,882   $2,533,393    $8,125,275    $3,555,608
plan benefits
at Dec. 31
                                                                                     

                                
  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, 1997
                                
                              1997
                                


                                                                                    
                    Invesco     Dodge & Cox     Vanguard         AIM         Warburg                         
                  Stable Value    Balanced     S&P Index    Constellation  Pincus Int'l                      
                      Fund          Fund          Fund          Fund       Equity Fund      Other         Total
Investment                                                                                             
income:
Dividends on                                                                                           
Millipore         $         -   $         -   $         -   $         -    $         -   $         -   $41,187
  common stock
Plan's Interest in                                                                                      
Master                                                                                                 
Trust Invest.      -             -             -             -              -             -             10,720,912
income
(Note D)
Dividends and     99,853        615,532       163,687       599,915        354,905       43,513        3,291,523
interest
Net apprec. /                                                                                          
(deprec.) in                                               
fair value of         -          587,677       1,359,023     286,437        (534,243)          -         1,758,316
investments
Investment        99,853        1,203,209     1,522,710     886,352        (179,338)     43,513        15,811,938
(loss)/income
Contributions:                                                                                         
Company                                                                                                
contrib.:
Participation     -             -             -             -              -             -             5,105,012
Plan
Savings Plan      50,471        219,939       254,923       255,384        84,984        -             1,518,591
Employee Savings                                                                                       
Plan                                                                             
contributions     230,893      1,252,527     1,733,033     1,621,951      499,831      -               8,404,330 
Transfer from          -             -                  -             -         -      1,891,929       5,389,866
Tylan Plan
Total             281,364       1,472,466     1,987,956     1,877,335      584,815       1,891,929     20,417,799
contributions
                                                                                                       
Benefit payments  (87,147)      (306,100)     (200,986)     (510,151)      (109,395)     (472,455)     (7,129,963)
                                                                                                       
Other             (4,035)       230           (676)         108            419           (6,207)       (6,878)
income(expense)
Loans to          (29,246)      (16,539)      16,061        (28,653)       34,907        -             -
participants,
net
Participant                                                       
interfund trsfs.   82,948       1,073,452    2,133,207     (890,312)      168,725            -             - 
                                                                                                       
Net               343,737       3,426,718     5,458,272     1,334,679      500,133       1,456,780     29,092,896
(decrease)/incre
ase
                                                                                                       
Net assets                                                                                             
available for                                                               
plan benefits at   1,167,839    5,029,801     3,390,235     7,046,707      2,003,802        -          93,331,453     
Jan. 1
                                                                                                       
Net assets                                                                                             
available for     $1,511,576    $8,456,519    $8,848,507    $8,381,386     $2,503,935    $1,456,780    $122,424,349
plan benefits at
Dec. 31
                                                                                                       

                                
  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" as amended, (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 Committee), consisting of at least 5 members,
     appointed by the Board of Directors of the Company.

     The  Plan was amended in April 1997 to include employees  of
     the Amicon Separation Science Business of W.R. Grace and Co.
     (Amicon)  which  was acquired by Millipore on  December  30,
     1996  and  employees  of Tylan General, Inc.  (Tylan)  which
     merged  with  Millipore on January 22, 1997.  The  committee
     voted  on April 7, 1997 to transfer the assets of the  Tylan
     General,  Inc. Incentive Savings Plan (the Tylan Plan)  into
     the Plan.  Effective June 1, 1997, benefits ceased to accrue
     under  the  Tylan Plan and the net assets were  subsequently
     transferred  to  the  Plan as of June 30,  1997  (the  "Plan
     Merger date").
     
     All  Amicon and Tylan employees became eligible for purposes
     of  participating in the Participation Plan contribution  on
     the  latest  of the following dates: the date  the  employee
     completes  two  years  of service,  the  date  the  employee
     becomes  an eligible employee or the acquisition  or  merger
     date.  All Amicon and Tylan employees have been given credit
     for  all  continuous service with Amicon or Tylan as  if  it
     were  service  with the Company for purposes of  determining
     eligiblity for benefits and the amounts of any Savings  Plan
     matching contributions.
     
     All  Amicon  employees  became  eligible  employees  in  the
     Savings  Plan on the later of the acquisition  date  or  the
     date  of their employment with the Company, for the purposes
     of  making Savings Plan contributions and receiving  Savings
     Plan  matching  contributions.  All Tylan  employees  became
     eligible for making Savings Plan contributions and receiving
     Savings Plan matching contributions on the Plan Merger date,
     provided  the  Tylan  employee  was  otherwise  an  eligible
     employee as defined by the Plan.

     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.

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

A.   Description of the Plan (Continued)

     Under  the  Savings  Plan, participants may  make  voluntary
     contributions of up to 15% of their eligible compensation on
     a  pre-tax basis. 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 to 4 1/2 years.  Each loan shall bear  interest
     at  a  standard  rate  established by  the  Committee.   The
     current interest rate is 5.5 percent.

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


     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  GAC  Fund  is a fully benefit-responsive  contract
     fund,   which  carries  no  set  limitations.   The  minimum
     credited  interest rate for both December 31, 1997 and  1996
     is  4.5%.   This  rate is reviewed annually to  reflect  the
     anticipated  yields.  The average yield for the years  ended
     December 31, 1997 and 1996 was 4.5%. The Other Fund consists
     of a series of fully benefit-responsive insurance contracts,
     with certain limitations on liquidation for purposes outside
     of  plan provisions.  The minimum credited interest rate and
     the  average yield was 6.55% for the year ended December 31,
     1997,  respectively. All investments in insurance  contracts
     are  valued at their contract value, which approximates fair
     value.  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.
     
     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.

     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.
                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                
            Notes to Financial Statements (Continued)
     
B.   Summary of Significant Accounting Policies (Continued)
     
     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 1997 presentation.



C.   Investment Programs

     The Plan's assets are invested among ten investment funds, a
     loan  fund  and a temporary fund (Pan American) which  holds
     the  remaining  Tylan General employees'  balances  not  yet
     transferred into the other ten investment funds.  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 CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                
            Notes to Financial Statements (Continued)

C.   Investment Programs (Continued)

     Millipore Common Stock Fund:

     This fund's investments consist 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 GAC Fund:

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

     Investment Co. of America Fund:

     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 of 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.

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

C.   Investment Programs (Continued)

     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.
     
     Other:

     This is the remaining Tylan Plan balance which have not been
     invested within the Company's ten investment fund options as
     of  December  31, 1997. It consists of a series  of  Deposit
     Fund  accounts which are held at Pan American Life Insurance
     Company.    Employees  can  no longer  contribute  to  these
     Deposit  Funds. There are five Deposit Funds  remaining  and
     they  will be maturing over the next five years to be  fully
     matured  in  2002.   As these contracts mature,  the  former
     Tylan employees will be required to transfer these assets to
     one or more of the Plan's ten investment fund options.

     Significant Investments
     
     The  following table presents investments that  represent  5
     percent  or  more  of  the Plan's total  net  assets  as  of
     December 31, 1997 and 1996.
                                   1997           1996
                                                  
Interest in Master Trust           $60,545,279    $49,981,937
Vanguard Index TR500 Portfolio     8,619,344           -
Dodge & Cox Balanced Fund          8,337,260      5,055,168
AIM Equity FDS Constellation       8,267,363      6,962,500
Investment Co. of America          8,039,304      5,583,904
AIM Ltd. Maturity Treasury Shares  6,785,250      5,396,480

     
     Participant and Non-Participant Directed Investment Programs
     
     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, 1997--------    ---------December 31, 1996 ---------
                                                                   
               Participant  Nonparticip               Participant  Nonparticip       
Balanced Fund   Directed     Directed       Total      Directed     Directed       Total
Assets                                                                          
Interest in    $6,054,528   $54,490,751  $60,545,279  $5,498,014   $44,483,923  $49,981,937
Master Trust                                         
                                                                                
Contribution                                                                    
Receivable:
                                                                              
Participation       -        5,105,012    5,105,012         -        3,532,968    3,532,968
Plan
Savings Plan:                                                                   
 Employee      48,004            -            48,004       55,807       -            55,807
contribution
 Employer      16,001            -            16,001       13,628       -            13,628
contribution
 Total assets  $6,118,533   $59,595,763   $65,714,296  $5,567,449 $48,016,891   $53,584,340
                          
                                                                                
Liabilities &                                                                   
Net Assets
Available                                                                   
for   Plan
Benefits
Fund payables  $    841     $    7,573   $    8,414   $    11,050  $    89,401  $100,451
                                                                                
Net assets                                                                      
available for                                                          
 plan          6,117,692     59,588,190   65,705,882   5,556,399    47,927,490   53,483,889
benefits
                                                                                
                                                                                
Total                                                                           
liabilities &                                                                   
net            $6,118,533   $59,595,763  $65,714,296  $5,567,449  $48,016,891  $53,584,340
 assets                                      
available for
 plan
benefits



                              ---------December 31, 1997 --------
                                              
                              Participant Nonparticip       
Balanced Fund                  Directed       ant         Total
                                           Directed
                                                       
Plan   Interest  in   Master  $1,052,671  $9,668,241   $10,720,912
Trust Income
                                                       
Company contributions:                                 
 Participation plan                                   
                                   -       5,105,012    5,105,012
 Savings plan                  133,149              -   133,149
Employee savings plan                                  
 contributions                 600,175              -  600,175
                                                      
                                                       
Benefit Payments               (706,854)  (3,112,553)  (3,819,407)
Loans to participants, net     (111,915)            -  (111,915)
                                                      
Participant        interfund   (405,933)            -  (405,933)
transfers                                             
                                                       
Net increase                   561,293    11,660,700   12,221,993
                                                       
Net   assets  available  for                 
plan benefits at Jan. 1        5,556,399 47,927,490   53,483,889
                                                       
Net   assets  available  for  $6,117,692  $59,588,190  $65,705,882
plan benefits at Dec. 31

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


D.   Interest in Master Trust

     The  assets of the Balanced Fund and of the Retirement  Plan
     are  commingled and jointly invested in a Master Trust.  The
     Balanced Fund's share of these investments are presented  as
     Interest in Master Trust.  Interest in Master Trust consists
     of  contributions, net of benefits paid and a pro rata share
     of  income  earned of approximately 87.4% and 86.7%  of  the
     Master Trust at December 31, 1997 and 1996, respectively.
     
                                   1997             1996
                                Fair Value       Fair Value
     Money Market Funds       $-               $134,305
     Mutual Funds              69,289,140       57,504,226
     Total Investments        $69,289,140      $57,638,531
     Portion attributable to  $60,545,279      $49,981,937
     the Plan
     


     Income earned on commingled investments of the Master Trust
     for the year ended December 31, 1997 is as follows:

     Interest and dividends        $12,346,574
                                   
     Net depreciation of            (81,396)
     investments
                                   
     Other income                      6,662
                                   
     Total net investment income   $12,271,840
                                   
     Portion attributable to the   $10,720,912
     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:

                                          1997            1996
   Net assets available for plan benefits
   per  the  financial statement        $122,424,349   $93,331,453
   Amounts allocated to withdrawing
   participants                         (900,620)        (891,560)
   Net Assets available for benefits
   per the Form 5500                    $121,523,729    $92,439,893



   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, 1997:

                                                      1997
 Benefit payments per the statement of changes
 in net assets available for plan benefits       $   7,129,963
 Add:Amounts allocated to withdrawing
 participants at December 31, 1997                     900,620
 Less:Amounts allocated to withdrawing
 participants at December 31, 1996                   (891,560)
 Benefits paid to participants per the Form 5500 $   7,139,023



     Amounts  allocated to withdrawing participants are  recorded
     on  the  Form 5500 as benefits payable and represent 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, 1997


                                                       Fair
Security Description       Units         Cost          Value
                                                   
MILLIPORE COMMON STOCK                             
FUND
Common Stock:                                      
Millipore                113,856      $3,210,537     $3,863,927
Corporation**
TOTAL FUND INVESTMENTS                $3,210,537     $3,863,927
                                                   
AIM LTD MATURITY FUND                              
Money Market:                                      
Provident      Instit. 31,424         $224,226       $224,226
FDS/Tempfund                                        
Mutual Fund:                                         
AIM    Ltd.   Maturity 673,728        6,773,846      6,785,250
Treasury Shares                       
TOTAL FUND INVESTMENTS                $6,998,072     $7,009,476
                                                     
                                                     
INTEREST   IN   MASTER -              $63,603,554    $60,545,279
TRUST
                                                   
                                                   
F&G GAC FUND                                       
Annuity Contract:                                   
Fidelity   &  Guaranty 2,501,073      $2,501,073     $2,501,073
Life Ins. Co.
TOTAL FUND INVESTMENTS                $2,501,073     $2,501,073
                                                     
INVESTMENT   CO.    OF                               
AMERICA FUND
Mutual Fund:                                         
Investment   Co.    of 285,569        $5,934,181     $8,039,304
America
TOTAL FUND INVESTMENTS                $5,934,181     $8,039,304
                                                     
LOAN FUND                                            
Participant Loans (Int -              $      -       $3,555,608
rate of 5.5%)   **
TOTAL FUND INVESTMENTS                $      -       $3,555,608
                                                   
INVESCO  STABLE  VALUE                             
FUND
Money Market:                                      
Provident      Instit. 23,497         $ 23,497       $23,497
FDS/Tempfund
Insurance Contract:                                   
Invesco  Stable  Asset 1,467,155      1,467,155      1,467,155
Value                                
TOTAL FUND INVESTMENTS                $1,490,652     $1,490,652
                                                     
DODGE  &  COX BALANCED                               
FUND
Money Market:                                        
Provident      Instit. 14,980         $ 14,980       $14,980
FDS/Tempfund
Mutual Fund:                                         
Dodge  &  Cox Balanced 124,920        7,066,712      8,337,260
Fund                                 
TOTAL FUND INVESTMENTS                $7,081,692     $8,352,240
                                                   
VANGUARD   S&P   INDEX                             
FUND
Money Market:                                      
Provident      Instit. 12,892         $ 12,892       $12,892
FDS/Tempfund
Mutual Fund:                                         
Vanguard  Index  TR500 95,730         6,645,201       8,619,344
Portfolio                             
TOTAL FUND INVESTMENTS                $6,658,093     $8,632,236
                     
                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                
Line 27a - Schedule of Assets Held for Investment Purposes as of
                  December 31, 1997 (continued)

                                                         Fair
Security Description        Units          Cost          Value
                                                     
AIM CONSTELLATION FUND                               
Money Market:                                        
Provident       Instit.  2,154         $   2,154      $  2,154
FDS/Tempfund
Mutual Fund:                                          
AIM      Equity     FDS  313,385       7,163,435      8,267,363
Constellation
TOTAL FUND INVESTMENTS                 $7,165,589     $8,269,517
                                                      
WARBURG  PINCUS   INT'L                               
EQUITY FUND
Money Market:                                         
Provident       Instit.  21,879        $  21,879      $ 21,879
FDS/Tempfund
Mutual Fund:                                          
Warburg Pincus Equity    142,525       2,879,083      2,460,838
TOTAL FUND INVESTMENTS                 $2,900,962     $2,482,717
                                                     
OTHER                                                
Insurance Contracts:                                  
     Pan  American Life  -             $1,746,685     $1,746,685
Insurance Co.
TOTAL FUND INVESTMENTS                 $1,746,685     $1,746,685
                                                     
                                                      
                                                      
TOTAL INVESTMENTS                      $109,291,090   $116,488,714
                                                      
** Parties-in-interest.                              


                      MILLIPORE CORPORATION
            EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
                                
Line 27d - Schedule of Reportable Transactions for the year ended
                        December 31, 1997


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, 1997 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, 1997.


                  Number of    Purchase   Number of     Sales     Historical   Realized
Description   of  Purchases     Price       Sales      Proceeds      Cost         Net
Asset                                                                         Gain/(Loss)
                                                            
Single transactions:
Provident             1       $3,198,120      -         -          -             -
Institutional
Provident                                     1       $3,245,845  $3,245,845      -
Institutional
AIM LTD Maturity      1       3,198,120       -              -          -         -




                                                             
Series of transactions:
Provident            380      20,674,957     273      20,647,696  41,322,653      -
Institutional
Vanguard Index        19      3,850,869       -              -    3,850,869       -
AIM LTD Maturity      15      3,688,306       10      2,353,529   6,039,098   $2,737
Dodge & Cox           17      2,280,920       1         20,000    2,300,920       -



               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 22, 1998 on our audit of the  financial
statements  of the Millipore Corporation Employees' Participation
and  Savings Plan as of December 31, 1997 and 1996, and  for  the
year  ended  December 31, 1997 which report is included  in  this
Annual Report on Form 11-K.




                                        Coopers & Lybrand L.L.P.


Boston, Massachusetts
June 26, 1998