EXHIBIT 24.1

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned Directors and Officers
of Millipore Corporation (the "Corporation"), do hereby constitute and appoint
Francis J. Lunger, Kathleen Allen and Jeffrey Rudin and each of them
individually, their true and lawful attorneys and agents to execute on behalf of
the Corporation the Form 10-K Annual Report of the Corporation for the fiscal
year ended December 31, 2002, and all such amendments or additional instruments
related thereto which such attorneys and agents may deem to be necessary and
desirable to enable the Corporation to comply with the requirements of the
Securities Exchange Act of 1934, as amended, and any regulations, orders, or
other requirements of the United States Securities and Exchange Commission
thereunder in connection with the preparation and filing of said documents,
including specifically, but without limitation of the foregoing, power and
authority to sign the names of each of such Directors and Officers on his
behalf, as such Director or Officer, as indicated below to the said Form 10-K
Annual Report or documents filed or to be filed as a part of or in connection
with such Form 10-K Annual Report; and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents shall do or cause to be done by
virtue thereof.

SIGNATURE                    TITLE                         DATE
- ---------                    -----                         ----

/s/ Francis J. Lunger        Chairman and Director         February 13, 2003
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/s/ Daniel Bellus            Director                      February 13, 2003
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/s/ Robert C. Bishop         Director                      February 13, 2003
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/s/ Maureen A. Hendricks     Director                      February 13, 2003
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/s/ Mark Hoffman             Director                      February 13, 2003
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Page 2
Power of Attorney

SIGNATURE                      TITLE                           DATE
- ---------                      -----                           ----

/s/ Richard J. Lane            Director                        February 13, 2003
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/s/ John F. Reno               Director                        February 13, 2003
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/s/ Edward M. Scolnick         Director                        February 13, 2003
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/s/ Karen E. Welke             Director                        February 13, 2003
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