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, 1998

                       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 Rudin
                                        Jeffrey Rudin
                                        Committee for
                                        Administration
                                        of the Millipore
                                        Corporation
                                        Employees' Participation
                                        and
                                        Savings Plan



Date:       June 28, 1999





                       MILLIPORE CORPORATION
             EMPLOYEES' PARTICIPATION AND SAVINGS PLAN

               For the Year Ended December 31, 1998

          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, 1998 and 1997   2 - 5


Statement of Changes in Net Assets Available for Plan
Benefits, with Fund Information, for the year ended
December 31, 1998                                 6 - 7


Notes to Financial Statements                     8 - 17


Line 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1998                           18 - 19

Line 27d - Schedule of Reportable Transactions for the year
ended December 31, 1998                           20


Consent of Independent Accountants                21




                 Report of Independent Accountants



To the Trustees of the Millipore Corporation
Employees' Participation and Savings Plan:

In   our  opinion,  the  accompanying  statements  of  net  assets
available  for plan benefits and the related statement of  changes
in  net assets available for plan benefits present fairly, in  all
material  respects, the net assets available for benefits  of  the
Millipore Corporation Employees' Participation and Savings Plan as
of  December  31,  1998 and 1997, and the changes  in  net  assets
available  for benefits for the year ended December 31,  1998   in
conformity  with  generally accepted accounting principles.  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
of these statements in accordance with generally accepted auditing
standards  which  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.

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
PricewaterhouseCoopers LLP
May 19, 1999, except for Note H,
for which the date is June 17, 1999
                                  1



                       MILLIPORE CORPORATION
             EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
  STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
                            INFORMATION
                    December 31, 1998 and 1997

                               1998

               Millipore   AIM Ltd.                   F&G      Invest. Co.
                 Stock     Maturity     Balanced      GAC       of America     Loan
                  Fund       Fund         Fund        Fund         Fund        Fund
Assets
                                                          
Investments    $7,073,821 $ 7,193,075 $    -       $2,708,358  $10,889,113  $   -
Plan's Interest
in Master Trust    -      -           71,301,753   -           -            -
Participant
loan receiv.    -          -           -            -           -            3,878,006

Contributions
receivable:
Participation  -          -           5,008,340    -           -            -
Plan
Savings Plan:
Employee       117,380    68,559      63,901       29,348      103,158      -
contrib.
Employer       10,106     8,802       13,946       4,337       13,698       -
contrib.
Due from Pan
American       -             263,645     -            -           -            -

Total assets   $7,201,307  $ 7,534,081 $76,387,940 $2,742,043  $11,005,969  $3,878,006

Liabilities
and Net
Assets
Available for
Plan Benefits
Fund payables  $35,674    $38,042     $    37,208  $28,609     $    20,195  $   -

Due to AIM          -          -           -            -           -           -
Ltd. Maturity

Net assets
available for   7,165,633  7,496,039   76,350,732   2,713,434   10,985,774   3,878,006
 plan benefits

Total
liabilities
and net assets $7,201,307 $7,534,081  $76,387,940  $2,742,043  $11,005,969  $3,878,006
available for
plan Benefits










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

                                 2




                       MILLIPORE CORPORATION
             EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
  STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
                            INFORMATION
                            (continued)
                    December 31, 1998 and 1997

                               1998

                Invesco    Dodge &    Vanguard       AIM       Warburg
                Stable       Cox         S&P      Constell-    Pincus
                 Value     Balanced     Index       ation       Int'l
                 Fund        Fund       Fund        Fund       Equity       Other        Total
                                                                Fund
Assets
                                                                 
Investments   $2,184,625  $9,311,760 $15,942,455 $9,158,459  $2,314,095  $1,243,987   $68,019,748
Plan's Interest     -           -          -           -          -            -       71,301,753
 in Master Trust
Participant         -           -          -           -          -            -        3,878,006
loan receiv.

Contributions
receivable:
Participation       -           -          -           -           -           -        5,008,340
Plan
Savings Plan:
Employee      18,761      84,058     178,124     93,960      26,592            -      783,841
contrib.
Employer      3,332       15,433     23,758      14,919      4,439             -      112,770
contrib.
Due from Pan
American           -           -          -           -           -           -       263,645

Total assets  $2,206,718  $9,411,251 $16,144,337 $9,267,338  $2,345,126  $ 1,243,987  $149,368,103

Liabilities
and Net
Assets
Available for
Plan Benefits
Fund payables $  643      $27,762    $25,248     $18,868     $    3,538  $    -       $235,787

Due to AIM         -           -          -           -           -       263,645     263,645
Ltd. Maturity

Net assets
available for 2,206,075   9,383,489   16,119,089  9,248,470   2,341,588   980,342     148,868,671
plan benefits

Total
liabilities
and net       $2,206,718  $9,411,251 $16,144,337 $9,267,338  $2,345,126  $1,243,987   $149,368,103
assets available
for plan Benefits











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

                                 3



                       MILLIPORE CORPORATION
             EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
  STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
                            INFORMATION
                    December 31, 1998 and 1997

                               1997

               Millipore   AIM Ltd.                   F&G       Invest.
                 Stock     Maturity     Balanced      GAC         Co.        Loan
                  Fund       Fund         Fund        Fund     of America    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
American       -          289,905     -            -           -          -

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 assets $3,940,121 $7,407,025  $65,714,296  $2,533,795  $8,126,272 $3,555,608
available for
plan benefits










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

                                4



                       MILLIPORE CORPORATION
             EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
  STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
                            INFORMATION
                            (continued)
                    December 31, 1998 and 1997

                               1997

                Invesco     Dodge &    Vanguard       AIM       Warburg
                Stable        Cox         S&P      Constell-    Pincus
                 Value     Balanced      Index       ation       Int'l
                 Fund        Fund        Fund        Fund       Equity       Other       Total
                                                                 Fund
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 Master     -           -           -           -           -           -           60,545,279
 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
American      -           -           -           -           -           -           289,905

Total assets  $1,511,927  $8,457,455  $8,849,356  $8,832,467  $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 1,511,576   8,456,519   8,848,507   8,381,386   2,503,935   1,456,780   122,424,349
 plan benefits

Total
liabilities
and net
assets        $1,511,927  $8,457,455  $8,849,356  $8,382,467  $2,504,327  $1,746,685  $122,729,334
available for
plan Benefits










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

                                5



                       MILLIPORE CORPORATION
             EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
  STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
                       WITH FUND INFORMATION
               For the year ended December 31, 1998



                  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         $76,621    $    -        $        -  $        -   $        -   $   -
   Common stock
Plan's Interest
in Master Trust   -          -             8,448,579   -            -                -
Invest. Income
(Note D)
Dividends and     2,140      356,403       -           95,839       255,102      215,438
interest

Net appreciation
in fair value of  280,207     64,914           -            -       1,678,240    -
investments

Investment income 358,968    421,317       8,448,579   95,839       1,933,342    215,438


Contributions:
Company
  contributions:
Participation     -               -        5,008,340        -       -            -
  Plan
Savings Plan      141,751    129,100       140,381     62,999       205,888      -
Employee Savings
 Plan             581,955    464,551       588,030     335,739      982,744      3,292
  contributions
Transfer from Span -         1,726,245     -           -            -            -

Total             723,706    2,319,896     5,736,751   398,738      1,188,632    3,292
 contributions

Benefit payments  (141,522)  (1,045,940)   (3,203,642) (153,064)    (387,281)    (197,642)

Other (expense)   (1,526)    (946)         -           (803)        (2,027)      -
income
Loans to          63,493     (135,760)     (31,625)    (47,102)     (15,285)     301,310
participants, net
Participant       2,223,271  (1,468,773)   (305,213)   (113,567)     143,118        -
interfund trsfs.

Net increase      3,226,390  89,794        10,644,850  180,041      2,860,499    322,398
(decrease)

Net assets
available
for plan benefits 3,939,243  7,406,245     65,705,882  2,533,393    8,125,275    3,555,608
at Jan. 1

Net assets
available for     $7,165,633 $7,496,039    $76,350,732 $ 2,713,434  $10,985,774  $3,878,006
plan benefits at
Dec. 31











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

                                6



                       MILLIPORE CORPORATION
             EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
  STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
                 WITH FUND INFORMATION (continued)
               For the year ended December 31, 1998



                Invesco     Dodge &     Vanguard       AIM      Warburg
                 Stable       Cox      S&P Index    Constell-    Pincus
                 Value     Balanced       Fund        ation      Int'l       Other       Total
                  Fund       Fund                     Fund       Equity
                                                                  Fund
Investment
income:
                                                                 
Dividends on
Millipore      $   -      $    -      $    -       $    -      $    -      $    -     $76,621
 Common stock
Plan's Interest
in Master
 Trust Invest. -          -           -            -           -           -          8,448,579
Income (Note D)
Dividends and  105,495    413,920     186,332      3,194       1,287       82,232     1,717,382
interest
Net
appreciation
in fair value  -          124,584     2,855,288    1,464,650   114,056     -          6,581,939
of investments

Investment     105,495    538,504     3,041,620    1,467,844   115,343     82,232     16,824,521
income

Contributions:
Company
contributions:
Participation  -          -           -            -           -           -          5,008,340
Plan
Savings Plan   48,279     254,920     354,524      250,481     83,637      -          1,671,960
Employee
Savings Plan   239,828    1,174,468   2,329,192    1,169,228   422,356     -          8,291,383
contributions
Transfer from
Span               -           -           -            -          -           -      1,726,245

Total          288,107    1,429,388   2,683,716    1,419,709   505,993     -          16,697,928
contributions

Benefit        (135,319)  (379,034)   (586,903)    (400,507)   (132,284)   (296,795)  (7,059,933)
payments

Other          (5,531)    (1,114)     192          (974)       (509)       (4,956)    (18,194)
(expense)income
Loans to       (11,658)   (68,844)    (51,338)     7,971       (11,162)    -          -
participants,
net
Participant
interfund      453,405    (591,930)   2,183,295    (1,626,959) (639,728)   (256,919)       -
trsfs.

Net increase   694,499    926,970     7,270,582    867,084     (162,347)   (476,438)  26,444,322
(decrease)

Net assets
available for
plan benefits  1,511,576  8,456,519   8,848,507    8,381,386   2,503,935   1,456,780  122,424,349
at Jan. 1

Net assets
available for  $2,206,075 $9,383,489  $16,119,089  $ 9,248,470 $2,341,588  $ 980,342  $148,868,671
plan benefits
at Dec. 31











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

                                7

                       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.   Employees  can  contribute  to  the  plan
     immediately, the company match will commence after  one  year
     of  continuous  service.   The  Plan  is  administered  by  a
     Committee   (the  Committee),   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) and its subsidiary
     Span   Instruments  Inc.,  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)  and the Span Instruments 401k
     Plan  (the Span Plan) into the Plan.  Effective June 1, 1997,
     benefits ceased to  accrue  under the Tylan Plan and the Span
     Plan.  The net assets  of the  Tylan  Plan  and the Span Plan
     were subsequently transferred to the Plan as of June 30, 1997
     (the "Plan  Merger date") and July 31,1998, respectively.

     All  Amicon  and  Tylan  employees became  eligible  for  the
     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  the  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.

                                 8

                       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  lesser  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,  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.

     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, will  be
     distributed  in a lump sum to the participant or beneficiary.
     Participation  Plan contributions in some  cases  and  income
     earned  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.

                                9

                       MILLIPORE CORPORATION
             EMPLOYEES' PARTICIPATION AND SAVINGS PLAN

             Notes to Financial Statements (continued)

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 GAC Fund is a fully benefit-responsive contract fund,
     which  carries  no  set  limitations.  The  minimum  credited
     interest rate for the years ended December 31, 1998 and  1997
     was  4.5%.   This  rate is reviewed annually to  reflect  the
     anticipated  yields.  The average yield for the  years  ended
     December  31,  1998 and 1997 was also 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 6.37% and 6.55%  for
     the  years  ended  December 31, 1998 and  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.

                                10

                       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.


C.   Investment Programs

     The Plan's assets are invested among ten investment funds,  a
     loan  fund and a temporary fund (the Other Fund) 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.   The  investment   funds
     (see also Note H) available to employees are as follows:

                                11

                       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.

                                12

                       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 Fund:

     This  is the remaining Tylan Plan balance which has not  been
     invested within the Company's ten investment fund options  as
     of December 31, 1998. 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 four Deposit Funds  remaining  and
     they  will be maturing over the next four 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 (excluding the
     Master Trust Investments) as of December 31, 1998 and 1997.
                                   1998        1997
Vanguard Index TR500 Portfolio    $15,772,342 $8,619,344
Investment Co. of America          10,820,078  8,039,304
Dodge & Cox Balanced Fund          9,277,315   8,337,260
AIM Equity FDS Constellation       9,144,542   8,267,363
AIM Ltd. Maturity Treasury Shares  6,969,038   6,785,250
Millipore Common Stock Fund        6,968,924   3,863,927


                               13

                       MILLIPORE CORPORATION
             EMPLOYEES' PARTICIPATION AND SAVINGS PLAN

             Notes to Financial Statements (continued)

C.   Investment Programs (continued)

     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.


                     December 31,  1998                     December 31, 1997
               Participant Nonparticipant            Participant Nonparticipant
Balanced Fund   Directed   Directed        Total       Directed     Directed      Total

Assets
                                                            
Interest in    $7,130,175 $64,171,578  $71,301,753   $6,054,528  $54,490,751  $60,545,279
Master Trust

Contribution
Receivable:
Participation
Plan                -     5,008,340    5,008,340          -      5,105,012    5,105,012
Savings Plan:
 Employee
  contribution 63,901          -       63,901        48,004           -       48,004
 Employer
  contribution 13,946          -       13,946        16,001           -       16,001

 Total assets  $7,208,022 $69,179,918  $76,387,940   $6,118,533  $59,595,763  $65,714,296

Liabilities &
Net Assets
Available for
Plan Benefits
Fund payables  $3,721     $33,487      $    37,208   $841        $7,573       $8,414

Net assets
available for
 plan          7,204,301  69,146,431   76,350,732    6,117,692   59,588,190   65,705,882
benefits


Total
liabilities &
net            $7,208,022 $69,179,918  $76,387,940   $6,118,533  $59,595,763  $65,714,296
 Assets
available for
 plan
benefits



                                        December 31, 1998
                              Participant  Nonparticipant
Balanced Fund                   Directed      Directed         Total

                                                  
Plan   Interest  in   Master
Trust Income                  $823,442     $7,625,137      $8,448,579

Company contributions:
 Participation plan           -            5,008,340       5,008,340
 Savings plan                 140,381      -               140,381
Employee savings plan
 Contributions                588,030      -               588,030

Benefit Payments               (128,406)   (3,075,236)     (3,203,642)
Loans to participants, net     (31,625)    -               (31,625)
Participant interfund          (305,213)   -               (305,213)
transfers

Net increase                   1,086,609   9,558,241       10,644,850

Net   assets  available  for
plan benefits at Jan. 1        6,117,692   59,588,190      65,705,882

Net   assets  available  for
plan benefits at Dec. 31       $7,204,301  $69,146,431     $76,350,732


                                 14

                       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 88.5% and  87.4%  of  the
     Master Trust at December 31, 1998 and 1997, respectively.

                                   1998             1997
                                Fair Value       Fair Value
     Total mutual fund         $80,608,430       $69,289,140
     investments
     Portion attributable to   $71,301,753       $60,545,279
     the Plan




     Income earned on commingled investments of the Master Trust
     for the year ended December 31, 1998 is as follows:

     Interest and dividends        $12,391,073

     Net depreciation of           (2,786,641)
     investments

     Other expense                 (29,708)

     Total net investment income   $9,574,724

     Portion attributable to the   $8,448,579
     Plan




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

                               15

                       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:

                         1998          1997

Net assets available for $148,868,671  $122,424,349
plan benefits
per the financial
statements
Amounts allocated  to    (2,618,508)   (900,620)
withdrawing participants

Net  Assets available    $146,250,163  $121,523,729
for  benefits per the
Form 5500



   The following is a reconciliation of benefit payments per the
   statement of changes in net assets available for plan benefits
   to the Form 5500 for the year ended  December 31, 1998:


                                1998
Benefit payments per the
statement of changes in
net assets available for
plan benefits                   $7,059,933
Add:  Amounts allocated to
withdrawing participants at
December 31, 1998               2,618,508
Less:  Amounts allocated to
withdrawing participants at
December 31, 1997               (900,620)

Benefits paid to participants
per the Form 5500               $8,777,821


     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.

                                16

                       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 believes the Plan  is designed and is currently
     being operated in compliance with the applicable requirements
     of the IRC.


H.   Subsequent Event

     On  June  17,  1999,  the Board  of  Directors  of  Millipore
     Corporation   approved  certain   amendments   to  the  Plan,
     effective  August 1, 1999,  to change among other things, the
     investment  custodian  and to allow the  Trustees of the Plan
     broad   discretion  in  providing   investment   choices  for
     participant  directed  investments.   The  current investment
     choices  will  be  replaced  in  August  with  a  new  set of
     investment choices that have similar strategies.

                                17

                       MILLIPORE CORPORATION
             EMPLOYEES' PARTICIPATION AND SAVINGS PLAN

 Line 27a - Schedule of Assets Held for Investment Purposes as of
                         December 31, 1998


                                                     Fair
Security Description       Units       Cost          Value

MILLIPORE COMMON STOCK
FUND
Money Market:
    Provident Instit.    104,897     $104,897      $104,897
     FDS/Tempfund
Common Stock:
 Millipore Corporation** 246,143     $6,242,271    $6,968,924

TOTAL FUND INVESTMENTS               $6,347,168    $7,073,821

AIM LTD MATURITY FUND
Money Market:
 Provident Instit.     224,037       $224,037       $224,037
  FDS/Tempfund
Mutual Fund:
 AIM Ltd. Maturity     685,928        6,899,682      6,969,038
   Treasury Shares

TOTAL FUND INVESTMENTS                $7,123,719     $7,193,075


INTEREST IN MASTER TRUST              $76,763,938    $71,301,753


F&G GAC FUND
Money Market:
 Provident Instit.
   FDS/Tempfund        20,742         $20,742        $20,742
Annuity Contract:
 Fidelity & Guaranty   2,687,616      $2,687,616     $2,687,616
  Life Ins. Co.

TOTAL FUND INVESTMENTS                $2,708,358     $2,708,358

INVESTMENT CO. OF
AMERICA FUND
Money Market:
 Provident Instit.     69,035         $69,035        $69,035
  FDS/Tempfund
Mutual Fund:
 Investment Co. of     348,248        $7,936,570     $10,820,078
  America

TOTAL FUND INVESTMENTS                $8,005,605     $10,889,113

LOAN FUND
Participant Loans (Int -              $    -         $3,878,006
rate of 5.5%)   **
TOTAL FUND INVESTMENTS                $    -         $3,878,006

INVESCO  STABLE  VALUE
FUND
Money Market:
 Provident Instit.     30,025         $30,025        $30,025
  FDS/Tempfund
Insurance Contract:
 Invesco Stable Asset  2,154,600      2,154,600      2,154,600
  Value

TOTAL FUND INVESTMENTS                $2,184,625     $2,184,625

DODGE & COX BALANCED
FUND
Money Market:
 Provident Instit.     34,445         $34,445        $34,445
  FDS/Tempfund
Mutual Fund:
 Dodge & Cox Balanced  142,246        8,342,347      9,277,315
  Fund

TOTAL FUND INVESTMENTS                $8,376,792     $9,311,760

                                18

                       MILLIPORE CORPORATION
             EMPLOYEES' PARTICIPATION AND SAVINGS PLAN

 Line 27a - Schedule of Assets Held for Investment Purposes as of
                   December 31, 1998 (continued)

                                                         Fair
Security Description        Units          Cost         Value


VANGUARD S&P INDEX FUND
Money Market:
 Provident Instit.        170,113        $170,113      $170,113
  FDS/Tempfund
Mutual Fund:
 Vanguard Index TR500     138,414        10,991,128    15,772,342
  Portfolio

TOTAL FUND INVESTMENTS                   $11,161,241   $15,942,455



AIM CONSTELLATION FUND
Money Market:
 Provident Instit.        13,917         $13,917       $13,917
  FDS/Tempfund
Mutual Fund:
 AIM Equity FDS           299,625        6,931,778     9,144,542
  Constellation

TOTAL FUND INVESTMENTS                   $6,945,695    $9,158,459


WARBURG PINCUS INT'L
FUND
Money Market:
 Provident Instit.        27,543         $27,543       $27,543
  FDS/Tempfund
Mutual Fund:
 Warburg Pincus Equity    128,530        2,543,049     2,286,552

TOTAL FUND INVESTMENTS                   $2,570,592    $2,314,095

OTHER
Money Market:
 Provident Instit.                       $210          $210
  FDS/Tempfund
Insurance Contracts:
 Plan American Life                      1,243,777     1,243,777
  Insurance Co.

TOTAL FUND INVESTMENTS                   $1,243,987    $ 1,243,987

TOTAL INVESTMENTS                        $133,431,720  $143,199,507


**          Parties-in-interest.

                                19

                       MILLIPORE CORPORATION
             EMPLOYEES' PARTICIPATION AND SAVINGS PLAN

 Line 27d - Schedule of Reportable Transactions for the year ended
                         December 31, 1998

The following table presents a series of transactions which were greater
than 5 percent  of the Employees' Participation and Savings Plan's total
assets  excluding the assets of the Balanced Fund as of January 1, 1998.


                                                                            Current value of
                                       Purchase    Selling     Cost of    asset on transaction    Net
Description of                          price       price       asset             date            gain
Asset
                                                                                 
Provident Institutional FDS/Tempfund
 Purchases                            $28,994,742      -      $28,994,742     $28,994,742        -
 Sales                                     -      $27,896,086 $27,896,086     $27,896,086        -
Vanguard Index
 Purchases                            $3,866,829       -      $3,866,829      $3,866,829         -
 Sales                                     -      $    30,000 $   27,555      $   30,000        $ 2,445
Millipore Stock Fund
 Purchases                            $3,916,259       -      $3,916,259      $3,916,259         -
 Sales                                     -      $1,057,504  $  958,294      $1,057,504        $99,210
Dodge & Cox
 Purchases                            $2,339,472       -      $2,339,472      $2,339,472         -
 Sales                                     -      $  695,000  $  674,565      $  695,000        $20,435


                                 20



               CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (File No. 2-85698) of Millipore
Corporation of our report dated May 19, 1999, except for Note H,
for which the date is June 17, 1999, relating to the
financial statements of Millipore Corporation Employees'
Participation and Savings Plan, which appears in this Form 11-K.


                                   PricewaterhouseCoopers LLP



Boston, Massachusetts
June 28, 1999

                               21