SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* RUDIN JEFFREY (Last) (First) (Middle) 290 CONCORD ROAD (Street) BILLERICA MA 01821 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MILLIPORE CORP /MA [ MIL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 02/15/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $1.00 par value	02/15/2007		M		841	A	$0(1)	10,977.881	D
Common Stock, $1.00 par value	02/15/2007		F		352	D	$0(2)	10,625.881	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0	02/15/2007		M			841	02/15/2007	02/15/2007	Common Stock, $1.00 par value	841	$0	3,362	D
Employee Stock Options (rights to buy)	$74.63	02/15/2007		A		10,775		02/15/2008	02/15/2017(3)	Common Stock, $1.00 par value	10,775	$0	10,775	D

Explanation of Responses:

1. Represents the payout of 841 shares of Millipore Common Stock upon the vesting of 20% of Restricted Stock Units granted to the reporting person on 02/15/2006 pursuant to the Millipore Corporation 1999 Stock Incentive Plan. Each Restricted Stock Unit represents a right to receive one share of Millipore Corporation Common Stock, or at the Corporation's election, the cash value thereof. Restricted Stock Units vest as follows: 20% on the first anniversary of the date of grant; 30% on the second anniversary of the date of grant; and 50% on the third anniversary of the date of grant.

2. The closing price of Millipore Common Stock for the purpose of determining the number of Restricted Stock Units to be withheld for the payment of taxes was $74.63 per share.

3. Stock options are exercisable in annual cumulative increments of 25% beginning on the first anniversary of the date of grant. Options expire 10 years from the date of grant.

	patricia a. powers, attorney in fact	02/20/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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