10-K

                              -1-

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                          FORM 10-K
   (Mark One)
       Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee required)
   For the fiscal year ended December 31, 1996 or
       Transition report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (No fee required)
   For the transition period from ___________ to
   ______________
   Commission File Number 0-1052

                    MILLIPORE CORPORATION
   (Exact name of registrant as specified in its charter)

       Massachusetts                           04-2170233
    (State or Other Jurisdiction of     (I.R.S. Employer
Identification No.)
    Incorporation or Organization)
    80 Ashby Road, Bedford, MA                   01730
    (Address of principal executive offices)    (Zip Code)
                        (617) 275-9200
    (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
                                          Name of Exchange
        Title of Class                    on Which Registered
Common Stock, $1.00 Par Value         New York Stock Exchange,
Inc
Securities registered pursuant to Section 12(g) of the Act:
                            None
  Indicate by check mark whether the registrant:  (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or  for  such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X   No
   Indicate  by check mark if disclosure of delinquent  filers
pursuant to Item 405 of Regulation S-K is not contained herein
and  will  not  be  contained, to  the  best  of  registrant's
knowledge,  in  definitive  proxy  or  information  statements
incorporated  by  reference in Part III of Form  10-K  or  any
amendment to this Form 10-K.
   As  of February 21, 1997, the aggregate market value of the
registrant's  voting  stock  held  by  non-affiliates  of  the
registrant  was  approximately  $1,907,834,434  based  on  the
closing price on that date on the New York Stock Exchange.
     As of February 21, 1997, 43,432,561 shares of the
registrant's Common Stock were outstanding.

Item 1.  Business.

The Company

     Millipore Corporation was incorporated under the laws of
Massachusetts on May 3, 1954.  Millipore is a leader in the field
of membrane separations technology and develops, manufactures and
sells products which are used primarily for the analysis,
identification and purification of fluids.  Millipore's products
are based on a variety of membrane and other technologies that
effect separations, principally through physical and chemical
methods.  Millipore is an integrated multinational manufacturer
of these products.  During 1996 approximately 65% of Millipore's
net sales were made to customers outside the United States.
Geographic segment information is discussed in Note Q to the
Millipore Corporation Consolidated Financial Statements (the
"Financial Statements").  Unless the context otherwise requires,
the terms "Millipore" or the "Company" mean Millipore Corporation
and its subsidiaries (including, except where noted, the Amicon
Separation Science Business of W. R. Grace & Co. ("Amicon") and
excluding Tylan General, Inc. ("Tylan"), described below).

     On December 31, 1996, Millipore acquired Amicon for a
purchase price of $129,300,000 in cash (including transaction
costs).  Amicon develops, manufactures and sells molecular
separation and purification products for the life science
research laboratory and for pharmaceutical/biotechnology
manufacturing applications.  The technologies employed in its
products consist primarily of membrane ultrafiltration and liquid
chromatography.  Amicon's 1996 revenues were approximately
$57,000,000.  For further financial information concerning the
accounting for the purchase of Amicon see Note C to the Financial
Statements.  For a discussion of the Tylan General, Inc.
acquisition and business see page 6.

Products and Technologies

     For analytical applications, the Company's products are used
to gain knowledge about a molecule, compound or micro-organism by
detecting, identifying and quantifying the relevant components of
a sample.  For purification applications, the Company's products
are used in manufacturing and research operations to isolate and
purify specific components or to remove contaminants.

     The principal separation technologies utilized by the
Company are based on membrane filters, and certain chemistries,
resins and enzyme immunoassays and liquid chromatography.
Membranes are used to filter either the wanted or the unwanted
particulate, bacterial, molecular or viral entities from fluids,
or to concentrate and retain such entities (in the fluid) for
further processing.  Some of the Company's newer membrane
materials also use affinity, ion-exchange or electrical charge
mechanisms for separation.

     Both analytical and purification products incorporate
membrane and other technologies.  The Company's products include
disc and cartridge filters and housings of various sizes and
configurations, filter-based test kits and precision pumps and
other ancillary equipment and supplies.

     The Company sells more than 3,000 products.  Most of the
Company's products are listed in its catalogs and are sold as
standard items, systems or devices.  For special applications,
the Company assembles custom products, usually based upon
standard modules and components.  In certain instances
(particularly with respect to process chromatography), the
Company also designs and engineers process systems to meet
specific needs of the customer.  The Company's products also
include, in some cases, proprietary software designed to operate
and/or integrate certain of its other products or systems
(particularly membrane ultrafiltration and chromatography
systems).

Customers and Markets

     The Company sells its products primarily to the following
markets:  to pharmaceutical/biotechnology, microelectronics,
chemical and food and beverage companies for use in their
manufacturing procedures; and to government, university and
private research and testing analytical laboratories.  Within
each of these markets, the Company focuses its sales efforts upon
those segments where customers have specific requirements which
can be satisfied by the Company's products.

     Pharmaceutical/Biotechnology Industry.  The Company's
products are used by the pharmaceutical/biotechnology industry in
sterilization, including virus reduction, and sterility testing
of products such as antibiotics, vaccines, vitamins and protein
solutions;  concentration and fractionation of biological
molecules such as vaccines and blood products; cell harvesting;
isolation and purification of compounds from complex mixtures and
the purification of water for laboratory use.  The Company's
membrane products also play an important role in the development
of new drugs.  In addition, Millipore has developed and is
developing products for biopharmaceutical applications in order
to meet the purification requirements of the biotechnology
industry.

     Microelectronics Industry.  The microelectronics industry
uses the Company's products to purify (by removing particles and
unwanted contaminating molecules), deliver, and monitor the
liquids and gases used in the manufacturing processes of
semiconductors and other microelectronics components.  Sales to
the microelectronics market accounted for 28.1 percent of
Millipore's 1996 consolidated sales.  The microelectronics
manufacturing market has experienced historic volatility, and the
effect of any such volatility in the future could significantly
affect Millipore's sales growth.

     Chemical Industry.  Chemical manufacturers and processors
use the Company's products for purification of reagent grade
chemicals, for monitoring the atmosphere and waste streams in the
industrial workplace and for the purification of water for
laboratory use.

     Food and Beverage Industry.  The Company's products are used
by the food and beverage industry in quality control and process
applications principally to monitor for microbiological
contamination; to remove bacteria and yeast from products such as
wine and beer, in order to prevent spoilage.

     Universities and Government Agencies.  Universities,
governments and private and corporate research and testing
laboratories, environmental science laboratories and regulatory
agencies purchase a wide range of the Company's products.
Typical applications include: purification of proteins; cell
culture, and cell structure studies and interactions;
concentration of biological molecules; fractionation of complex
molecular mixtures; and collection of microorganisms.  The
Company's water purification products are used extensively by
these organizations to prepare high purity water for sensitive
assays and the preparation of tissue culture media.


Sales and Marketing

     The Company sells its products within the United States
primarily to end users through its own direct sales force and, in
the case of analytical products, to a limited extent through an
independent distributor. The Company sells its products in
foreign markets through the sales forces of its subsidiaries and
branches located in more than 30 major industrialized and
developing countries as well as through independent distributors
in other parts of the world.  During 1996, the Company's
marketing, sales and service forces (including Tylan) consisted
of approximately 379 employees in the United States and 702
employees abroad.

     The Company's marketing efforts focus on application
development for existing products and on new and differentiated
products for other existing, newly-identified and proposed
customer uses.  The Company seeks to educate customers as to the
variety of analytical and purification problems which may be
addressed by its products and to adapt its products and
technologies to separations problems identified by customers.

     The Company believes that its technical support services are
important to its marketing efforts.  These services include
assisting in defining the customer's needs, evaluating
alternative solutions, designing a specific system to perform the
desired separation; training users, and assisting customers in
compliance with relevant government regulations.


Research and Development

     In its role as a pioneer of membrane separations, Millipore
has traditionally placed heavy emphasis on research and
development.  Research and development activities include the
extension and enhancement of existing separations technologies to
respond to new applications, the development of new membranes,
and the upgrading of membrane based systems to afford the user
greater purification capabilities.  Research and development
efforts also identify new separations applications to which
disposable separations devices would be responsive, and develop
new configurations into which membrane and ion exchange
separations media can be fabricated to efficiently respond to the
applications identified.  Instruments, hardware, and accessories
are also developed to incorporate membranes, modules and devices
into total separations systems.  Introduction of new applications
frequently requires considerable market development prior to the
generation of revenues.  Millipore performs substantially all of
its own research and development and does not provide material
amounts of research services for others.  Millipore's research
and development expenses (excluding Amicon and Tylan) in 1994,
1995 and 1996 with respect to continuing operations were,
$34,327,000, $36,515,000 and $38,429,000, respectively.  Amicon's
research and development expenses in 1994, 1995 and 1996 were
$4,144,000, $4,439,000, and $5,180,000, respectively.  Tylan's
research and development expenses in Fiscal 1994, 1995 and 1996
were $4,189,000, $7,526,000, and $11,807,000, respectively.  See
Management's Discussion and Analysis of Financial Condition and
Results of Operations in Item 7 of this report and also footnotes
to Selected Financial Data in Item 6 below for a discussion of
research and development write-offs relating to the Amicon and
Tylan acquisitions.

     The Company has traditionally licensed newly developed
technology from unaffiliated third parties and/or acquired
distribution rights with respect thereto, when it believes it is
in its long term interests to do so.  In this tradition, in
November of 1995 Millipore entered into an agreement with IBC
Advanced Technologies to combine their technologies to create a
new class of purification products which Millipore intends to
take to its customers in its markets.  This technology places
ligands (organic molecules) on membranes in order to selectively
bind with a target molecule in solution, for example a calcium,
iron or aluminum ion.  Similarly, in May of 1996 Millipore
entered into an R&D supply and distribution agreement with Celsis
International plc. designed to enhance Millipore's entry into the
rapid microbiological market, where there is a need for faster,
easier and more accurate ways to detect microbiological
contamination.  The Celsis technology focuses on the development
and supply of rapid diagnostics and monitoring systems to detect
and measure microbial contamination.

     Millipore has been granted a number of patents and licenses
and has other patent applications pending both in the United
States and abroad.  While these patents and licenses are viewed
as valuable assets, Millipore's patent position is not of
material importance to its operations.  Millipore also owns a
number of trademarks, the most significant being "Millipore."

Competition

     The Company faces intense competition in all of its markets.
The Company believes that its principal competitors include Pall
Corporation, Barnstead Thermolyne Corporation and Sartorius GmbH.
Certain of the Company's competitors are larger and have greater
resources than the Company.  However, the Company believes that
it offers a broader line of products, making use of a wider range
of separations technologies and addressing a broader range of
applications than any single competitor.

     While price is an important factor, the Company competes
primarily on the basis of technical expertise, product quality
and responsiveness to customer needs, including service and
technical support.


Environmental Matters

The Company is subject to numerous federal, state and foreign
laws and regulations that impose strict requirements for the
control and abatement of air, water and soil pollutants and the
manufacturing, storage, handling and disposal of hazardous
substances and waste.  These laws and regulations include the
federal Comprehensive Environmental Response, Compensation, and
Liability Act, the Clean Air Act, the Clean Water Act and the
Resource Conservation and Recovery Act.  The Company is in
substantial compliance with applicable environmental
requirements.  Because regulatory standards under environmental
laws and regulations are becoming increasingly stringent,
however, there can be no assurance that future developments will
not cause the Company to incur material environmental liabilities
or costs.

Under the Clean Air Act Amendments of 1990 ("CAA"), the
Environmental Protection Agency ("EPA") has been directed, among
other things, to develop standards and permit procedures with
respect to certain air pollutants.  Because many of the
implementing regulations have not yet been promulgated, the
Company cannot make a final assessment of the impact of the CAA.
Based upon its preliminary review of the CAA, however, the
Company currently believes that compliance with the CAA will not
have a material adverse impact on the operations or financial
condition of the Company.


  Tylan General, Inc. Acquisition
  
  Millipore acquired all the shares of Tylan effective as of
  January 27, 1997.  The acquisition of the shares of Tylan was
  at a price of $16 per share, or approximately $133,000,000.
  Millipore also assumed Tylan's outstanding debt, net of cash,
  of approximately $23,600,000.  Tylan develops, manufactures,
  markets and sells a broad range of components used in the
  handling of process gases for the semiconductor industry.
  Tylan had 1996 sales of approximately $148,000,000.  For
  further financial information concerning the accounting
  treatment of the Tylan acquisition, see Note D to the
  Financial Statements on Page F-15 of this report.
  
  
  Products and Technologies
  
  Tylan's mass flow controllers measure mass flow by separating
  a small portion of the main gas stream and sensing the heat
  transfer it creates as it flows through a small measuring
  capillary.  This information is used by the product's servo
  control circuit as it adjusts the position of the product's
  internal control valve.  The result is a highly accurate,
  reliable and repeatable measurement and control of the process
  gas flow rate.
  
  Tylan's pressure products are used to measure and control
  pressure in process reactors.  Tylan's capacitance diaphragm
  gauges can be used to measure total pressure in a process
  chamber and, when used in conjunction with a variable
  conductance valve and a pressure controller, can be used to
  control the pressure in process reactors.
  
  Gas panels are typically comprised of mass flow controllers,
  filters, purifiers, shut-off valves, regulators and other
  associated hardware.  Their purpose is to manage the on-tool
  handling of the gases that are supplied to the system.  The
  process gases in a semiconductor fabrication facility are
  generally stored in large bulk containers and are distributed
  throughout the facility in highly pressurized pipes or gas
  lines.  Once delivered to the tool, particles and contaminants
  must be removed, gas flow rates must be measured and
  controlled and the resultant mixture of process gases must be
  routed to the process chamber.  These critical functions are
  performed by the gas panel.  Tylan designs and manufactures
  ultraclean gas panels both for new process tools and for
  retrofit or replacement on existing tools.  In response to the
  growing demand for ultraclean gas panels, it has recently
  developed the Intelligent Gas Panel, which allows real-time
  monitoring of mass flow controller performance.
  
  Sales and Marketing
  
  Tylan primarily sells its products through a worldwide network
  of direct sales personnel augmented by strategically located
  distributors and representatives.
  
  Tylan services products from six Company-owned service offices
  in the United States.  Internationally, it provides service
  through seven Company-owned service offices: Korea, Japan, the
  United Kingdom, France, Germany (two locations) and Scotland.
  All of these offices provide calibration of ultraclean mass
  flow controllers in modern clean room facilities.  In
  addition, service is also provided internationally through
  agreements with certain key distributors in Taiwan, Singapore,
  Ireland and Israel.
  
  Customers and Markets
  
  Tylan's customers are primarily manufacturers of semiconductor
  wafer processing equipment.  It also sells retrofit or
  replacement parts directly to integrated circuit
  manufacturers.  These manufacturers often specify to their
  equipment suppliers which vendor's process instrumentation
  should be supplied with a particular process tool.
  
  Research & Development
  
  Tylan's research and development efforts are focused on
  developing products that address the evolving needs of its
  customers and enhancing its existing products.  The markets in
  which it competes are characterized by evolving industry
  standards and continuous improvements in products and
  services.  To compete effectively in such markets, Tylan must
  continually improve its products and develop new products that
  compare favorably on the basis of price and performance.  The
  markets in which Tylan's customers compete are also
  characterized by rapidly changing technology and emerging
  industry standards.  Consequently, Tylan must adapt its
  products to meet such technological changes and support such
  standards.
  
  Competition
  
  The market for Tylan's products is highly competitive.
  Significant competitive factors include cost of ownership,
  historical relationships, product quality, performance, size
  of installed base, breadth of product line and customer
  service and support.
  
  Tylan competes with a number of companies in its mass flow
  controller markets and with other companies, including MKS
  Instruments, in its pressure products markets.
  
  Although Tylan has achieved significant sales of its pressure
  products to the Japanese market, the Japanese mass flow
  control market has been difficult for non-Japanese companies
  to penetrate.  In addressing the Japanese mass flow control
  market, Tylan is at a competitive disadvantage compared to
  Japanese suppliers, many of which have long-standing
  collaborative relationships with Japanese integrated circuit
  manufacturers and their equipment suppliers.

Restructuring and Divestitures

    In August 1994, Millipore completed the divestiture of its
Instrumentation Divisions (the Waters Chromatography business
and the non-membrane bioscience instrument business).  The
Company realized a net loss of $3.4 million in 1994 upon the
disposition of those divisions, including all costs estimated to
be incurred in connection with the divestitures as well as the
pre-tax operating losses generated by those divisions from
November 11, 1993 through the date of completion of the
divestitures.

Other Information

    Since April of 1988, the Company has had in place a
shareholder rights plan (the "Rights Plan") pursuant to which it
declared a dividend to its shareholders of the right to purchase
(a "Right"), for each share of Millipore Common Stock owned, one
additional share of Millipore Common Stock at a price of $80 for
each share (giving effect to the 1995 two for one stock split).
The Rights Plan is designed to protect Millipore's shareholders
from attempts by others to acquire Millipore on terms or by
using tactics that could deny all shareholders the opportunity
to realize the full value of their investment.  The Rights will
be exercisable only if a person or group of affiliated or
associated persons acquires beneficial ownership of 20% or more
of the outstanding shares of the Company Common Stock or
commences a tender or exchange offer that would result in a
person or group owning 20% or more of the outstanding Common
Stock.  In such event, or in the event that Millipore is
subsequently acquired in a merger or other business combination,
each Right will entitle its holder to purchase, at the then
current exercise price, shares of the common stock of the
surviving company having a value equal to twice the exercise
price.

    Millipore's products are made from a wide variety of raw
materials which are generally available in quantity from
alternate sources of supply; as a result, Millipore is not
substantially dependent upon any single supplier.

    As of December 31, 1996, Millipore (excluding Amicon and
Tylan) employed 3,482 persons worldwide, of whom 1,707 were
employed in the United States and 1,775 overseas.  Amicon
employed approximately 400 employees at year end 1996, and Tylan
employed approximately 800 employees at year end 1996.
Executive Officers of Millipore

     The following is a list as of March 1, 1997 of the Executive
Officers of Millipore.  All of the following individuals were
elected to serve until the Directors Meeting next following the
1997 Annual Stockholders Meeting.

                                                 First Elected:
                                                           To
                                                   An    Present
Name                 Age   Office               Officer  Office

C. William Zadel      53   Chairman of the Board  1996     1996
                           President and Chief
                           Executive Officer of
                           the Corporation

Geoffrey Nunes        66   Senior Vice President  1976     1980
                           of the Corporation

Michael P. Carroll    46   Vice President
                           of the Corporation     1992     1992
                           and Chief Financial
                           Officer

Douglas B. Jacoby     50   Vice President         1989     1989
                           of the Corporation

John E. Lary          50   Vice President         1994     1994
                           of the Corporation

Joanna Nikka          45   Vice President         1996     1996
                           of the Corporation

Jeffrey Rudin         45   Vice President         1996     1996
                           of the Corporation
                           and General Counsel

Hideo Takahashi       55   Vice President of      1996     1979
                           the Corporation and         (As President
                           President of Nihon           of Nihon
                           Millipore                    Millipore)



   Mr. Zadel was elected President, Chief Executive Officer and
Chairman on February 20, 1996.  Mr. Zadel had been, since 1986,
President and Chief Executive Officer of Ciba Corning Diagnostics
Corp., a company that develops, manufactures and sells medical
diagnostic products.  Prior to that he was Senior Vice President
of Corning Glass Works' (now Corning Inc.) Americas Operations
(1985) and Vice President of business development (1983).  Mr.
Zadel currently serves on the Boards of Directors of Kulicke and
Soffa Industries, Inc., Matritech, Inc. and Zoll Medical
Corporation.

     Mr. Nunes joined Millipore in 1976 as Vice President and
General Counsel and was elected a Senior Vice President in 1980.
Mr. Nunes has announced that he will be retiring from Millipore
at the end of April 1997.

     Mr. Carroll joined Millipore in 1986 as Vice
President/Finance for the Membrane Products Division following a
ten-year career in the general practice audit division of Coopers
and Lybrand.  In 1988, Mr. Carroll assumed the position of Vice
President of Information Systems (worldwide) and in December of
1990, he became the Vice President of Finance for the Company's
Waters Chromatography Division.  Mr. Carroll was elected to
Corporate Vice President, Chief Financial Officer and Treasurer
in February, 1992.  Mr. Carroll has been designated President
Millipore Asia Ltd, a position he will assume once his successor
as Chief Financial Officer has been appointed and installed.  He
will remain a Corporate Vice President.

     Mr. Jacoby joined Millipore in 1975.  After serving in
various sales and marketing capacities, Mr. Jacoby became
Director of Marketing for the Millipore Membrane Products
Division in 1983 and in 1985, he assumed the position of General
Manager of the Membrane Pharmaceutical Division.  In 1987, Mr.
Jacoby assumed responsibility for the Company's process membrane
business and in 1994 assumed responsibility for the sales,
marketing and R&D for all of the Company's worldwide business.
Mr. Jacoby was elected a Corporate officer in December, 1989.

     Mr. Lary was elected a Corporate Vice President in November
1994, and is responsible for the worldwide operations of the
Company.  From May of 1993 until his election as a Corporate Vice
President, Mr. Lary served as Senior Vice President and General
Manager of the Americas Operation.  For the ten years prior to
that time, he served as Senior Vice President of the Membrane
Operations Division of Millipore.

     Ms. Nikka was elected Corporate Vice President for Human
Resources in November 1996.  Ms. Nikka was Vice President at
Fidelity Investments from 1991 to November 1996.  Prior to
joining Fidelity in 1991, Ms. Nikka was Vice President of Human
Resources at Symbolics, Inc.

     Mr. Rudin was elected Corporate Vice President and General
Counsel in December 1996.  Prior to joining Millipore, and since
1993 Mr. Rudin was Senior Vice President and General Counsel of
Ciba Corning Diagnostics Corporation and was Vice President and
General Counsel of that company from 1988 until 1993.

     Mr. Takahashi joined Millipore in 1979 as President and
Chief Executive Officer of its Japanese subsidiary, Nihon
Millipore Ltd. Mr. Takahashi was elected as a Vice President of
the Company on February 8, 1996.

Item 2.  Properties.

     Millipore owns approximately 1.25 million square feet of
facilities located in the United States, Europe and Japan.  The
following table identifies the principal properties owned by
Millipore and describes the purpose, floor space and land area of
each.
                                             Floor
                                             Space     Land Area
Location       Facility                      Sq. Ft.     Acres


Bedford,       Executive Offices, research,  352,000      31
MA             pilot production & warehouse

Danvers        Manufacturing and office       65,000      16
MA

Jaffrey,       Manufacturing, warehouse      169,000      31
NH             and office

Cidra,         Manufacturing, warehouse      134,000      36
Puerto Rico    and office

Molsheim,      Manufacturing, warehouse      148,000      20
France         and office

St. Quentin    Office and research            50,000       5
France

Nancy,         Office and research            20,000       6
France

Cork,          Manufacturing                  83,000      20
Ireland

Limerick,      Manufacturing and warehouse    20,000      <1
Ireland

Stonehouse     Manufacturing and office       35,000       1
United Kingdom

Yonezawa,      Manufacturing and warehouse   144,000       7
Japan

                              TOTAL        1,248,000      173

The facilities located in Cidra, Puerto Rico and Yonezawa, Japan are
currently underutilized by approximately 25% and 50%, respectively,
allowing for future manufacturing and distribution growth.  The
small facility in Limerick is approximately 70% underutilized.
               _____________________________________

     In addition to the above properties, Millipore has entered
into a long term lease for premises abutting its Bedford
facility.  This lease makes 75,000 square feet of building
available to Millipore and contains rights of first refusal and
options with respect to the purchase of the premises by Millipore
and the sale of the premises to Millipore.  During 1988 Millipore
entered into a 10-year lease for a building of 130,000 square
feet located in Burlington, Massachusetts, approximately 5 miles
from its Bedford headquarters.  This lease contains a single 5-
year extension option. In 1991 the Company entered into a 15-year
lease with renewal options for an aggregate of 20 years, as well
as a purchase option covering a 134,000 square foot building
which is adjacent to the leased property referred to in the first
sentence of this paragraph, and which houses the Company's
Process System Business, as well as the customer training
laboratories for this group.

     In addition to its foregoing properties, Millipore currently
leases various manufacturing, sales, warehouse, and
administrative facilities throughout the world.  Such leases
expire at different times through 2006.  The rented space
aggregate is approximately 717,000 square feet (including leased
facilities acquired in the Amicon transaction) and cost was
approximately $9,034,000 in 1996.  No single lease, in opinion of
Millipore, is material to its operations.

Tylan maintains offices and a manufacturing facility for its
pressure measurement and control products in a leased 43,700
square foot facility in San Diego, California.  The lease on this
facility will expire in March 2006.  Tylan's primary
manufacturing facility for mass flow control products is located
in a leased 54,200 square foot facility in Rancho Dominguez,
California.  The lease on this facility will expire in July 2005.
Tylan also leases a 9,700 square foot manufacturing facility for
gas panel products in Austin, Texas under a lease that expires in
August 1997, and leases a 85,000 square foot manufacturing
facility in Plano, Texas under a lease expiring in 2005.  Tylan
has additional leased sales and service facilities in San Jose,
California, Tempe, Arizona and Salem, New Hampshire.

Tylan's principal European manufacturing facility is leased by
its subsidiary in Swindon, England,  The 6,900 square foot
facility serves as the European headquarters for manufacturing.
Tylan's subsidiaries also lease a 6,100 square foot sales and
service facility in Eching, Germany, a 570 square foot sales and
service facility in Dresden, Germany, a 4,800 square foot sales
and service facility in St. Quentin Fallavier, France and a 1,000
square foot facility in Livingston, Scotland.

Tylan General K.K. leases a 9,300 square foot manufacturing,
sales and service center in Yokohama, Japan.  In addition, Tylan
General Korea Ltd. leases a 1,700 square foot sales and service
facility and Hanyang General Co., Ltd. leases a 1,700 square foot
manufacturing facility, both of which are located in Kyunggi-Do,
Korea.

     Millipore is of the opinion that all the facilities owned or
leased by it are well maintained, appropriately insured, in good
operating condition and suitable for their present uses.

Item 3.  Legal Proceedings.

     Millipore has been, over the last 13 years, notified that
the EPA has determined that a release or a substantial threat of
a release of hazardous substances (a "Release") as defined in
Section 101 of the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the
Superfund Amendments and Reauthorization Act of 1986 (SARA), or
analogous state law ("CERCLA" or "Superfund") has occurred at
twelve sites to which chemical wastes generated by the
manufacturing operations of Millipore or one of its divisions may
have been sent.  These notifications typically also allege that
Millipore is a potentially responsible party ("PRP") under CERCLA
with respect to any remedial action needed to control or prevent
any such Release.  Because CERCLA provides for strict, joint and
several liability, a government plaintiff could seek to recover
all remediation costs at a waste disposal site from any one of
the PRPs, including the Company.  Generally, where there are a
number of financially viable PRPs, liability has been
apportioned, or the Company believes, based on its experience
with such matters, that liability will be apportioned, based on
the type and amount of waste disposed of by each PRP at such
disposal site and the number of financially viable PRPs.  No
assurance can be given, however, that this method of
apportionment will be used at any particular site.

     The Company has paid approximately $14 million to date
pursuant to consent decrees with the EPA and relevant state
agencies to settle its liability at seven of the Superfund sites
at which the Company has been named a PRP.  These consent decrees
provide the Company with a release from further liability with
respect to certain covered matters.  However, as is typical with
such consent decrees, EPA and the relevant state agencies reserve
the right to maintain actions against the settling parties,
including the Company, in the event certain actions occur or do
not occur.  In addition, third party private actions could be
brought against the Company for matters not covered in the
consent decrees.

     The Company is currently appealing a decision by a federal
district court located in Massachusetts, which held that the
Company's insurers were not required to indemnify the Company for
costs incurred at five of the Superfund sites at which the
Company is named a PRP.  If the Company loses on appeal, the
Company will not receive reimbursement from its carriers at any
of the Superfund sites.

     The Company believes it has sufficient reserves, which do
not assume recovery from its insurance carriers, to satisfy the
Company's estimated remaining liabilities at the twelve Superfund
sites.  The Company believes that, based on the number and size
of financially solvent PRPs participating at each Superfund site,
the amount and types of wastes disposed of by the Company at
these sites, and the likely availability of contribution from
other PRP's in the event the Company were held jointly and
severally liable at any of the sites, the aggregate of any future
remaining potential liabilities should not have a material
adverse effect on the Company's financial condition.

The Company and Waters Corporation are engaged in an arbitration
proceeding and a related litigation in the Superior Court,
Middlesex, Massachusetts, both of which commenced in the second
quarter of 1995 with respect to the amount of assets required to
be transferred by the Company's Retirement Plan in connection
with the Company's divestiture of its former Chromatography
Division.  In the second quarter of 1996, Waters filed a
Complaint in the Federal District Court of Massachusetts alleging
that the Company's operation of the Retirement Plan violates
ERISA and certain sections of the Internal Revenue Code.  The
Company believes that it has meritorious arguments and should
prevail in these litigations.  The ultimate disposition is not
expected to have a material adverse effect on the Company's
financial condition, although any settlement of this matter may
impact the Company's financial statements in a particular period.

Item 4.   Submission of Matters to a Vote of Security Holders.
     This item is not applicable.

                             PART II

Item 5.  Market for Millipore's Common Stock, and Related Stockholder
Matters.

Millipore Stock Prices

Stock price data from the New York Stock Exchange is based on
high and low sales prices.  There were approximately 3,355
shareholders of record as of December 31, 1996.

                                                        Dividends
                                                         Declared
                       Range of Stock Prices            Per Share
                       1996            1995          1996    1995
                     High     Low    High     Low                
First Quarter      $47.13  $36.00  $28.69  $22.88  $0.080  $0.075
Second Quarter      47.13   35.50   34.56   27.00   0.090   0.080
Third Quarter       43.13   33.88   39.13   31.75   0.090   0.080
Fourth Quarter      43.00   33.63   41.50   34.13   0.090   0.080



Item 6. Selected Financial Data.


(In thousands except    
per share)                   1996(a)   1995      1994      1993      1992
Net sales                    $618,735  $594,466  $497,252  $445,366  $427,188
                                         
Cost of sales                 249,443   243,849   212,675   193,575   195,462
                                      
                                                                       
Gross profit                  369,292   350,617   284,577   251,791   231,726
                                     
Selling, general and          202,140   195,026   159,591   145,647   142,701
administrative expenses               
Research and development       38,429    36,515    34,327    34,952    32,953
expenses
Purchased research &           68,311         -         -         -         -
development expense(b)
                                                                       
Operating income               60,412   119,076    90,659    71,192    56,072
                                               
Gain on sale of equity          5,329         -         -         -         -
securities
Other income (expense), net         -         -   (10,800)        -   (2,415)
                                                   
Interest income                 2,780     1,682      4,091    4,069     6,888
Interest expense              (11,498)  (10,623)   (7,035)  (12,038)  (14,692)
                                     
                                                                       
Income from continuing                                                 
operations before income taxes 57,023   110,135     76,915   63,223    45,853
                                              
Provision for income taxes     13,401    24,781     17,306   14,225    10,317
                                                                       
Income from continuing                                                 
operations before extraordinary 43,622    85,354     59,609   48,998    35,536
item
Earnings (loss) from                -          -          -  (10,851)   2,715
discontinued operations                                     
Loss on disposal of                 -         -     (3,400)       -         -
discontinued operations(c)                            
                                                                       
Income before extraordinary                                            
item and cumulative effect
     of change in accounting    43,622   85,354      56,209   38,147   38,251
     principle
                                                                       
Extraordinary item-loss on           -       -            -  (3,544)       -
early extinguishment of debt                                 
                                                                       
Cumulative effect of change in                                         
accounting
for postretirement                   -       -            -       -    (5,068)
benefits                                                              
                                                                       
Net income                     $43,622  $85,354     $56,209  $34,603   $33,183
                                      
                                                                       
Net income per common share:                                           
     Income from continuing      $1.00    $1.90       $1.09    $0.88     $0.63
     operations                           
     Net income per common        1.00     1.90        1.03     0.62      0.59
     share
Cash dividends declared per       0.35    0.315        0.295    0.275    0.255
share
Average common shares and       43,602   44,985       54,726    55,902  56,484
equivalents
                                                                       
Financial Data                                                         
                                                                       
Working capital                $95,512  $90,337    $100,649 $232,865 $220,378
                                
Total assets                   682,892  530,945     536,980  728,573  764,950
                                      
Long-term debt                 224,359  105,272  109,327    110,067  103,332
                                     
Shareholders' equity          $217,605 $226,475 $221,277   $461,154 $452,835
                                               

(a) On December 31, 1996, the Company acquired Amicon for $129.3
    million in cash, including transaction costs.  This
    acquisition was accounted for as a purchase.  As this
    transaction was completed on the last business day of 1996,
    the accompanying 1996 consolidated statement of income
    excludes all 1996 business activity conducted by Amicon.
    However, the assets acquired and liabilities assumed are
    included in the Company's consolidated balance sheet at
    December 31, 1996.

(b) Purchased research and development represents the write-off
    of in-process research and development arising from the
    acquisition of Amicon on December 31, 1996.

(c) The loss on disposal of discontinued operations in 1994
    include pre-tax operating losses generated by the
    discontinued businesses from November 11, 1993 through the
    completion of such divestitures.


Item 7.  Management's Discussion and Analysis of Financial
     Condition and Results of Operations.
                   Forward-Looking Statements
                                
The  matters  discussed herein, as well as  in  future  oral  and
written statements by management of the Company, that are forward-
looking  statements are based on current management  expectations
that  involve  substantial  risks and uncertainties  which  could
cause  actual  results  to  differ materially  from  the  results
expressed  in,  or implied by, these forward-looking  statements.
When used herein or elsewhere, the words "anticipate", "believe",
"estimate",  "expect", "may", "will", "should"  or  the  negative
thereof and similar expressions as they relate to the Company  or
its  management  are  intended to identify  such  forward-looking
statements.  Potential risks and uncertainties that could  affect
the   Company's   future  operating  results   include,   without
limitation, foreign exchange rates; increased regulatory concerns
on   the   part   of  the  biopharmaceutical  industry;   further
consolidation of drug manufacturers; competitive factors such  as
new  membrane technology, and/or a new method of chip manufacture
which  relies  less  heavily  on purified  chemicals  and  gases;
availability  of component products on a timely basis;  inventory
risks  due  to  shifts in market demand; change in  product  mix;
conditions  in the economy in general and in the microelectronics
manufacturing market in particular; the difficulty in integrating
acquired  companies;  potential  environmental  liabilities;  the
inability  to  utilize technology in current or planned  products
due  to overridding rights by third parties, and the risk factors
listed  from time to time in the Company's filings with the  SEC.
See also "Business -- Environmental Matters", "Legal Proceedings"
and "--Business Outlook and Uncertainties".

                       Recent Developments

On  December 31, 1996, the Company acquired Amicon for a price of
$129.3  million  in  cash,  including  transaction  costs.   This
transaction was accounted for as a purchase and resulted in a pre-
tax  write-off  for purchased research and development  of  $68.3
million  in the fourth quarter of 1996.  As this transaction  was
completed on the last business day of 1996, the accompanying 1996
consolidated  statement  of  income excludes  all  1996  business
activity  conducted by Amicon.  However, the assets acquired  and
liabilities  assumed  are included in the Company's  consolidated
balance sheet at December 31, 1996.

On  January  22,  1997,  the  Company  announced  the  successful
completion of its tender offer for all of the outstanding  common
shares  of  Tylan  for $16.00 per share.  Tylan became  a  wholly
owned  subsidiary  of  the  Company on  January  27,  1997.   The
purchase price was $133.0 million, plus the assumption of Tylan's
outstanding  debt,  net of cash, totaling  $23.6  million.   This
acquisition  will  be accounted for as a purchase  in  the  first
quarter of 1997.


                      Results of Operations

Net Sales

Consolidated  net  sales, measured in U.S. dollars,  increased  4
percent  in 1996 compared to an increase of 20 percent  in  1995.
The  lower  sales  growth  rate in  1996  compared  to  1995  was
primarily  attributable  to  the  microelectronics  manufacturing
market  entering  one  of  its  periodic  downturns  as  well  as
unfavorable foreign exchange comparisons.  Sales growth rates  by
geography  and  market,  measured in local  currencies  and  U.S.
dollars, are summarized in the table below:

                 Sales growth          Sales growth
                     rates                rates
                  measured in          measured in
               local currencies        U.S. dollars
                199  1995  1994        199  199  199
                  6                      6    5    4
Americas         8%   15%    8%         7%  13%   8%
Europe           6%   10%    6%         4%  20%   7%
Asia/Pacific    14%   18%   16%         2%  27%  21%
  Consolidated  10%   15%   10%         4%  20%  12%
                                                    
Microelectroni   8%   43%   33%         0%  50%  39%
cs Mfg
BioPharmaceuti  14%    9%    4%        10%  14%   6%
cal Mfg
Analytical       8%    3%    4%         3%   8%   6%
Laboratory
  Consolidated  10%   15%   10%         4%  20%  12%

Full   year  sales  in  1996  to  microelectronics  manufacturing
customers  measured  in  local  currencies  increased  8  percent
compared  to  1995.   A  downturn in the microelectronics  market
began  to impact the Company's sales growth around the middle  of
1996, as sales to customers in this market grew 24 percent in the
first  six months of 1996 compared to 1995 and declined 7 percent
in  the  second  half  of 1996 compared to  1995.   The  slowdown
significantly  impacted  growth in both the  Americas  and  Japan
while sales growth in the remaining Asia/Pacific microelectronics
market  remained strong.  Sales into the microelectronics  market
comprised 28 percent of total consolidated sales in 1996,  versus
29 percent of total sales in 1995.

Sales  to  the  BioPharmeceutical manufacturing  market  grew  14
percent  in local currencies during 1996, compared to  9  percent
growth  in  1995.   The higher growth rate in  1996  was  due  to
increased   sales   of  large  protein  processing   systems   to
biotechnology  customers  in both the Americas  and  Europe,  and
higher   sales   to  beer  manufacturing  customers   in   Japan,
particularly  in  the first six months of  the  year.   Sales  to
BioPharmeceutical customers comprised 31 percent of  total  sales
in 1996 and 29 percent in 1995.
Sales  to the analytical laboratory market measured in local currencies
grew  at  faster  rates  in 1996 than in 1995 and  1994.   New  product
introductions  and  a new distribution strategy in  the  United  States
fueled sales growth in this market, particularly in the last six months
of  1996.  Sales growth was strongest in the Americas and Japan,  while
sales  grew  more  modestly  in  Europe due  to  a  difficult  economic
environment.   Sales  to analytical laboratory customers  comprised  41
percent of total sales in 1996 and 42 percent in 1995.

Foreign exchange rates, primarily the U.S. dollar strengthening against
the  Japanese yen, reduced reported sales growth by 6 percent in  1996,
compared  to  increasing sales by 5 percent in 1995 and  2  percent  in
1994.  Approximately 29 percent of the Company's sales in 1996 and 1995
were  generated in Japan.  On average, the U.S. dollar was  15  percent
stronger  against the Japanese yen in 1996 compared to 1995.  The  year
to  year  comparisons were particularly unfavorable in the  second  and
third  quarters  of  1996 as the dollar was at historic  post-war  lows
against the yen during this time frame in 1995.  Though a weaker dollar
will benefit, and a strong dollar will adversely affect future reported
sales  growth,  the  Company  is  unable  to  predict  future  currency
fluctuations and to quantify their effect on net income.  Price changes
and  inflation  have  not significantly affected the  comparability  of
sales during the past three years.

Gross Margins

Gross Margins were 59.7 percent in 1996, 59.0 percent in 1995, and 57.2
percent  in 1994.  The margin improvement in 1996 was due to  continued
cost  containment  and increased volume in the Company's  manufacturing
plants.   The  significant  volume of business  transacted  in  foreign
currencies  as discussed above exposes the Company to risks  associated
with  currency rate fluctuations which impact the Company's  sales  and
net  income.  To partially mitigate this risk, the Company has  entered
into  foreign  currency transactions, forward and option  contracts  to
sell  yen, on a continuing basis in amounts and timing consistent  with
underlying currency exposure on inventory purchases so that  the  gains
or  losses  on  these  transactions  offset  gains  or  losses  on  the
underlying  exposure.   A realized gain of $2.7  million  in  1996  and
realized  losses  of  $2.3 million in 1995 and  $1.0  million  in  1994
relating  to  these contracts were recognized. These gains  and  losses
were  reflected  in cost of sales each year, partially  offsetting  the
impact  of  foreign exchange fluctuations.  At December 31,  1996,  the
Company  has  open forward exchange contracts to sell  yen  aggregating
$13.4 million and open forward option contracts to sell yen aggregating
$27.0 million pertaining to this hedging program.  These open contracts
have an unrealized gain of $1.7 million at December 31, 1996.  All open
contracts mature within 15 months.

Operating Expenses

Selling, General and Administrative (S, G & A) Expenses, excluding  the
effects of foreign exchange, grew 8 percent in 1996, 17 percent in 1995
and  8 percent in 1994.  The Company continued to invest in selling and
marketing  resources  to support both new product launches  and  future
sales  growth  initiatives, particularly in  the  microelectronics  and
analytical laboratory markets.

Research  and  Development Expenses increased  by  5  percent  in  1996
compared  to 1995 after increasing 6 percent in 1995 compared to  1994.
The  increase  in  spending the past two years is  principally  due  to
investments  in  new  products  in  the microelectronics  manufacturing
market.

Purchased  Research and Development Expense of $68.3  million  in  1996
represents the write-off of in-process research and development arising
from the acquisition of Amicon on December 31, 1996.

Other Income/Expense

Gain  on  Sale of Equity Securities reflects the sale of a  significant
portion  of  the Company's stock holdings in a Japanese  Company.   The
Company sold these securities in the third and fourth quarters of  1996
to  fund  a  new headquarters and research and development facility  in
Japan.   The  cost of moving to this new facility was $2.0 million  and
was recorded in S,G & A expense.

Other  Expense in 1994 reflects a non-recurring charge of $10.8 million
to settle litigation which arose from the Company's sale of its Process
Water Division in 1989.

Net  Interest Expense in 1996 was comparable with net interest  expense
in  1995,  as the impact of slightly higher net borrowings during  1996
was offset by lower short term interest rates.  Net interest expense in
1994  was  significantly  lower compared  to  1995  and  1996  as  1994
benefited from the substantial net proceeds received from the  divested
business

The  Provision for Income Taxes was 23.5 percent of pre-tax  income  in
1996,  versus  an  effective rate  in 1995 and 1994  of  22.5  percent.
While  the  Company continues to benefit from low tax rates  in  Puerto
Rico  and  Ireland and tax incentives attributable to its  U.S.  export
operations,  the  overall increase in profitability  in  1996  slightly
diminished   the   relative  benefit  derived  from   these   low   tax
jurisdictions.

The  Net  Loss  on Disposal of Discontinued Operations  reflects  the
after   tax  loss  of  disposing  of  the  Company's  Instrumentation
Divisions, the sale of which was concluded in 1994.

Earnings  Per  Share  in the past three years  include  certain  non-
recurring  charges.   Earnings per share from  continuing  operations
adjusted for these charges are summarized as follows:

                                1996    1995    1994
Earnings from continuing       $1.00   $1.90   $1.09    
operations after charges            
                                    
                                              
Charges                         1.20       -    0.15
                                              
Earnings from continuing             
operations before charges      $2.20    $1.90  $1.24
                                          

The  charge  in 1996 relates to the write-off of purchased in-process
research and development arising from the acquisition of Amicon.

The  charge  in  1994  resulted  from the  settlement  of  litigation
relating to the Company's sale of the Process Water Division in 1989.
                          Legal Proceedings
The  Company  and  Waters Corporation are engaged in  an  arbitration
proceeding and related state and federal litigation, which  commenced
in 1995 and 1996, with respect to the amount of assets required to be
transferred by the Company's Retirement Plan in connection  with  the
Company's  divestiture  of its former Chromatography  Division.   The
Company believes that it has meritorious arguments and should prevail
 .   In  the opinion of the Company, although final settlement of this
matter  may impact the Company's financial statements in a particular
period, it is not expected to have a material adverse effect  on  the
Company's financial condition.

                   Capital Resources and Liquidity
In  1996, the Company generated $102.2 million of cash from operating
activities,  compared to $99.1 million in 1995 and $88.6  million  in
1994.  Net cash provided by operating activities continued to be  the
Company's  primary source of funding capital expenditures,  dividends
and  open  market share repurchases in 1996.  The slight increase  in
cash generated from operating activities in 1996 compared to 1995 was
primarily due strong collections of accounts receivable, which helped
fund an $11.6 million increase in inventories.

Capital  spending  in  1996 was the same as  in  1995.   The  Company
continued   to  invest  in  capacity  expansions  in  the   Company's
manufacturing facilities and in information technology  systems.   In
addition, the Company moved into a new headquarters and research  and
development facility in Japan.  As previously discussed, the cost  of
this  move  was funded by a sale of equity securities in Japan.   The
Company expects capital expenditures and depreciation expense in 1997
to  be higher than capital spending and depreciation expense in 1996.
At  December 31, 1996, the Company had no significant commitments for
capital expenditures.
During  the past three years, the Company has used cash generated from  its
operations  and,  in 1995 and 1994, cash generated from  the  sale  of  its
Waters  Chromatography and BioScience divisions, to purchase shares of  its
outstanding common stock.  The Company spent, net of stock option  exercise
amounts, $46.9 million, $64.0 million and $293.0 million in 1996, 1995, and
1994 respectively to repurchase shares of its outstanding common stock.  At
December  31, 1996, the Company had $9.0 million remaining to  spend  on  a
$50.0  million share repurchase program announced in the first  quarter  of
1996.  Share  repurchases were stopped at the end of the third  quarter  of
1996  to  maintain financial flexibility in light of pending  acquisitions.
The  Company  does  not  expect  to repurchase  additional  shares  of  its
outstanding common stock in 1997 as cash generated from operations will  be
used  to pay down borrowings required to finance the acquisitions of Amicon
and Tylan.

The net cash outflow of $7.9 million in 1996 for operations discontinued in
1994  was  in  line with the Company's expectations.  The Company  believes
that  the  net cash it will spend in 1997 with respect to such divestitures
will approximate the accrued divestiture liability of $3.6 million recorded
on  the  consolidated  balance  sheet at December  31,  1996.   The  amount
expected to be spent in 1997 will be lower than the amount spent in 1996 as
contractual  support  services  provided to the  divested  businesses  will
expire.

The  Company incurred one-time finance related costs in both 1995 and 1994,
which  did  not repeat in 1996.  In 1995, the Company paid $3.5 million  to
close  out  the Company's German Deutsche mark swap.  In 1994, the  Company
paid  a  total  of  $15.4 million in financing related  transactions;  $5.1
million was used to pre-pay the Company's $100.0 million notes payable  due
in  1998,  while  $10.3  million was used to close out  the  Company's  yen
currency swap.

The Company has $46.9 million of cash and short-term investments on hand at
the  end  of 1996.  The amount on hand at December 31, 1996 is higher  than
that  normally held by the Company and consists primarily of balances  held
by  the  Company's international subsidiaries which will be  used  to  fund
their  respective  portions  of  the Amicon  and  Tylan  acquisitions.   In
addition,  the Company has a $450.0 million five-year credit facility  (the
"credit  facility") in place which was drawn on to fund both  acquisitions.
Borrowings  required to fund the acquisition of Amicon  were  drawn  on  in
December, 1996.  Borrowings drawn on in the first quarter of 1997  to  fund
the  acquisition  of  Tylan  would have caused the  Company  to  violate  a
covenant with respect to the $100.0 million 6.78 percent notes payable  due
in  2004  which required that the Company prevent total debt from exceeding
60%  of  total debt plus equity.  However, the holder of these notes waived
the  requirement that the Company comply with this covenant  through  March
21,  1997.   The  Company is currently negotiating to change the  financial
covenant  included in this note agreement.  If a revised agreement  is  not
reached  by  March 21, 1997, the Company may redeem the notes using  either
proceeds  from a planned public debt offering for up to $300.0  million  or
borrowings  potentially available upon request by  the  Company  under  the
Credit Facility.  The use of debt to finance the acquisitions of Amicon and
Tylan substantially increases the Company's debt-to-equity ratio.  However,
the  Company's  financial  position remains  strong  and  the  Company  has
flexibility in financing future requirements, although such flexibility  is
more limited than it had been prior to these acquisitions.

                                 Dividends
The  quarterly dividend was increased in the second quarter  of  1996  from
$0.08 to $0.09 per share.  Dividends paid in 1996 were $14.9 million.

                    Business Outlook and Uncertainties
The   following  statements  are  based  on  current  expectations.   These
statements are forward looking and actual results may differ materially.

Business  Acquisitions  - Operations related to the  acquisitions  of  both
Amicon  and  Tylan will be included in the Company's statements  of  income
commencing  in  the  first  quarter of  1997.   As  both  acquisitions  are
accounted for as purchases, all growth rates in the Company's statement  of
income  for 1997 will include the impact of adding these two businesses  to
the  Company's operations.  In addition, the Company expects to  record  in
the first quarter of 1997 a non-tax deductible charge in the range of $50.0
million  to  $100.0 million for purchased research and development  arising
from   the   Tylan  acquisition.   The  successful  completion   of   these
acquisitions requires the integration of two companies that have previously
operated independently.  The process of integrating acquired businesses may
involve  unforeseen  difficulties and there can be no  assurance  that  the
potential benefits of such integration will be realized to the extent or on
the  schedule  expected  by the Company.  Moreover,  such  integration  may
require  a  disproportionate  amount of  the  time  and  attention  of  the
Company's management and the Company's financial and other resources.   Any
delays or unexpected costs in connection with such integration could have a
material adverse effect on the Company's financial condition and results of
operations.


Sales  - As previously noted, sales to the microelectronics market in  1996
represented 28 percent of consolidated 1996 sales.  In 1995 and  the  first
six  months  of  1996, the microelectronics market was the fastest  growing
market  in which the Company participated.  However, sales into this market
declined  7  percent in the last six months of 1996.  Market research  data
for  the microelectronics manufacturing market is forecasting 1997 industry
sales growth rate ranging from flat to slightly negative.  Sales growth  in
this  market  in  the  past has been volatile, due  to  general  cyclically
historically  exhibited by this market.  The acquisition of Tylan  in  1997
increases  the  Company's  presence in the  microelectronics  manufacturing
market.   As  this  market has become a more significant component  of  the
Company's  consolidated  sales, the effects of future  industry  volatility
could significantly impact the Company's consolidated sales growth.

Approximately 65 percent of the Company's sales are transacted  outside  of
the  Americas in currencies other than the U.S. dollar.  Late in  1996  and
early  in  1997,  the U.S. dollar began to further strengthen  against  the
Japanese  yen  and  French  franc.  If foreign  exchange  rates  remain  at
February  1, 1997 levels, the effect of foreign exchange will reduce  first
quarter  1997 and full-year 1997 reported sales growth by 3 percent  and  2
percent,  respectively compared to 1996.  Any change  in  foreign  exchange
rates will be reflected in the results of operations.

Gross Margins - The Company expects gross margin percentages in 1997 before
the effect of the Amicon and Tylan acquisitions to be comparable with those
in  1996,  as  improved  margins resulting from  increased  volume  in  the
Company's  manufacturing  plants to support  anticipated  sales  growth  is
expected  to  offset slightly lower margins associated with  the  new  U.S.
distribution  agreement.  Lower than expected sales growth will  negatively
impact   the  Company's  ability  to  maintain  or  improve  gross   margin
percentages.  Other than the U.S. distribution agreement noted  above,  the
Company anticipates no significant changes in the pricing of it's products.
Historical  gross margin percentages generated by Amicon approximate  those
experienced  by the Company.  However, historical gross margin  percentages
generated  by  Tylan have been approximately 18-20 percentage points  lower
than  those  experienced  by  the Company.  If  anticipated  synergies  are
achieved,  the  Company expects that the acquisition of Tylan  will  reduce
1997  consolidated gross margins percentages by 1 to 2 percent compared  to
1996.

Operating Expenses - The Company expects to continue investing in operating
expenses  in a manner consistent with previous years.  The acquisitions  at
both  Amicon  and  Tylan  will  result in  incremental  operating  expenses
required to support these additional businesses.

Interest Expense - The Company expects net interest expense in 1997 will be
significantly   higher  than  in  1996  due  to  increased  borrowings   of
approximately  $282.0  million  required to complete  the  acquisitions  of
Amicon  and  Tylan.   The  Company anticipates that  1997  borrowings  will
fluctuate  on a quarterly basis but anticipates no significant increase  in
borrowings  on  a  full year basis other than the $282.0 million  discussed
above.

Provision  for  Income Taxes - Excluding the impact of a non-deductible  in
process  research and development write-off associated with the acquisition
of Tylan, the effective tax rate in 1997 is projected to be in the 24 to 26
percent  range, up from 23.5 percent in 1996 as the acquisitions of  Amicon
and  Tylan  will  result in additional income being earned outside  of  the
Company's low tax rate manufacturing sites.  The tax rate estimate is based
on  current  tax law and is subject to change.  At December 31,  1996,  the
Company   had  a  net  deferred  tax  asset  of  $69.1  million.   Although
realization of the asset is not assured, the Company believes  it  is  more
likely  than  not that this net deferred tax asset will be  realized.   The
amount of the deferred tax considered realizable, however, could be reduced
if  the  near  term estimates of future taxable income are  reduced,  which
could result in the Company's 1997 effective tax rate increasing above  the
expected 24 to 26 percent range.

Capital  Spending  -  The Company expects to spend  more  for  fixed  asset
additions  in 1997 than it spent in 1996.  The Company does not believe  it
needs  to  significantly expand or add manufacturing capacity  in  1997  to
handle its anticipated 1997 sales growth.  The Company, however, expects to
launch  manufacturing  operations in China  in  1997  and  will  invest  in
leasehold  improvements and machinery and equipment  to  support  this  new
operation.  The Company will also continue to invest in tooling within  its
manufacturing  plants  and  in  information technology  as  required.   The
Company  also  expects that 1997 depreciation expense will be  higher  than
1996 depreciation expense.



Item 8.  Financial Statements and Supplementary Data.

The information called for by this item is attached to the back of
this report commencing with Page F-1.

Item 9.  Disagreements on Accounting and Financial Disclosure.

     This item is not applicable.

                                 PART III

Item 10.  Directors and Executive Officers of Millipore.

     The information called for by this item with respect to registrant's
directors and compliance with Section 16(a) of the Securities Exchange Act of
1934 as amended is set forth under the caption "Management and Election of
Directors--Nominees for Election as Directors" in Millipore's definitive
Proxy Statement for Millipore's Annual Meeting of Stockholders to be held on
April 17, 1997, and to be filed with the Securities and Exchange Commission
on or about March 21, 1997, which information is hereby incorporated herein
by reference.

     Information called for by this item with respect to registrant's
executive officers is set forth under "Executive Officers of Millipore" in
Item 1 of this report.

Item 11. Executive Compensation.

     The information called for by this item is set forth under the caption
"Management and Election of Directors-Executive  Compensation" in Millipore's
definitive Proxy Statement for Millipore's Annual Meeting of Stockholders to
be held on April 17, 1997, and to be filed with the Securities and Exchange
Commission on or about March 21, 1997, which information is hereby
incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

     The information called for by this item is set forth under the caption
"Ownership of Millipore Common Stock" in Millipore's definitive Proxy
Statement for Millipore's Annual Meeting of Stockholders to be held April 17,
1997, and to be filed with the Securities and Exchange Commission on or about
March 21, 1997, which information is hereby incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions.

     The information called for by this item is set forth under the caption
"Management and Election of Directors - Executive Compensation" in Millipore's
definitive Proxy Statement for Millipore's Annual Meeting of Stockholders to
be held on April 17, 1997, and to be filed with the Securities and Exchange
Commission on or about March 21, 1997, which information is hereby
incorporated herein by reference.

                                  PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
 (a)   1.           Financial Statements.
        The  following  financial statements are  filed  as  part  of  this
        report: (See Index on page F-1)
        Consolidated  Statements  of  Income  for  the  three  years  ended
        December 31, 1996, 1995 and 1994.
        Consolidated Balance Sheets for the years ended December  31,  1996
        and 1995
        Consolidated  Statements  of Shareholders'  Equity  for  the  three
        years ended December 31, 1996, 1995 and 1994.
        Consolidated  Statements of Cash Flows for the  three  years  ended
        December 31, 1996, 1995 and 1994.
        Notes to Consolidated Financial Statements
        Report of Independent Accountants

       2.           Financial Statement Schedules.
        No  financial  statement schedules have been included because  they
        are not applicable or not required under Regulation S-X.

       3.           List of Exhibits.
  A. The following exhibits are incorporated by reference:
Reg. S-K
Item 601(b)                                 Referenced Document on
Reference                                  Document Incorporated file  with
the Commission
(2)     Amicon  Worldwide  Purchase and Sale    Exhibit  (2)  to  Form  8-K
Report,
       Agreement, dated November 18, 1996,   dated December 31, 1996,
       as Amended by Amendment Agreement     [Commission File No. 0-1052]
       dated December 31, 1996, by and among
       Company and W. R. Grace & Co.-Conn.
       Agreement and Plan of Merger, dated   Exhibit (c)(1) to Schedule 14D-
1,
       as of December 16, 1996, by and  Filed December 20, 1996
       among Company and its wholly owned
       subsidiary MCTG Acquisition Corp.
       and Tylan General, Inc.
Reg. S-K
Item 601(b)                                 Referenced Document on
Reference                                  Document Incorporated file  with
the Commission
(3)     (ii)     By Laws, as amended        Form 10-K Report for  year
                 ended December 31, 1990 [Commission File No. 0-1052]
(4)     Indenture dated as of May 3, 1995,         Registration Statement  on
Form S-4
       relating to the issuance of      (No. 33-58117); and an accompanying
       $100,000,000 principal amount    Form T-1)
       of Company's 6.78% Senior
       Notes due 2004
(10)   Shareholder Rights Agreement          Form 8-K Report for April, 1988
       dated as of April 15, 1988      [Commission File No. 0-1052]
       between Millipore and The
       First National Bank of Boston
       Long Term Restricted Stock      Form 10-K Report for the year
       (Incentive) Plan for Senior     ended December 31, 1984.
       Management*                     [Commission File No. 0-1052]
       1985 Combined Stock Option Plan*     Form 10-K Report for the year
                                       ended December 31, 1985
                                       [Commission File No. 0-1052]
       Supplemental Savings and        Form 10-K Report for the year
       Retirement Plan for Key         ended December 31, 1984.
       Salaried Employees of           [Commission File No. 0-1052]
       Millipore Corporation*
       Executive Termination           Form 10-K Report for the year
       Agreement*                      ended December 31, 1984.
                                       [Commission File No. 0-1052]
       Executive "Sale of Business"         Form 10-K Report for the year
       Incentive Termination Agreements (2)*     ended December 31, 1993.
                                       [Commission File No. 0-1052]
               1995 Employee Stock Purchase Plan   Form 10-K Report for the
               year ended December 31, 1994
                                               [Commission File No. 0-1052]
               1995 Management Incentive Plan* Form 10-K Report for the year
                                               ended December 31, 1994.
                                       [Commission File No. 0-1052]
       *  A "management contract or compensatory plan"
  B.  The following Exhibits are filed herewith:
(3)    (i)    Restated Articles of Organization, as amended May 6, 1996
(10)   Distribution  Agreement, dated as of July 1, 1996, by  and  among
       Company and Fisher Scientific Company (all schedules and Exhibits
       have  been omitted; Company agrees to furnish the Commission with
       a copy of any such schedule or exhibit upon request)
(10)   Revolving  Credit Agreement, dated as of January 22, 1997,  among
       Millipore Corporation and The First National Bank of Boston,  ABM
       AMRO  Bank N.V. and certain other lending institutions which  are
       or become parties thereto
(11)   Computation of Per Share Earnings
(21)   Subsidiaries of Millipore
(23)   Consent of Independent Accountants relating to the incorporation  of
       their   report   on  the  Consolidated  Financial  Statements   into
       Company's  Securities  Act Registration Nos.  2-72124,  2-85698,  2-
       91432,  2-97280,  33-37319, 33-37323, 33-11-790,  33-59005  and  33-
       10801 on Form S-8 and Securities Act Registration Nos. 2-84252,  33-
       9706, 33-22196, 33-47213 on Form S-3, and 33-58117 on Form S-4.
(24)   Power of Attorney

 (b)   Reports on Form 8-K.
       Current Report on Form 8-K, dated December 31, 1996, reporting
       under items 2 and 7 the acquisition of the Amicon Separation
       Science Business of W.R. Grace & Co.
       Current Report on Form 8-K, dated January 31, 1997, reporting under
       items 2 and 7 the acquisition of  Tylan General, Inc.
     
 (c)   Exhibits.
       The  Company hereby files as exhibits to this Annual Report on  Form
       10-K  those  exhibits listed in Item 14(a)(3)(B)  above,  which  are
       attached hereto.

 (d)   Financial Statement Schedules.
       No  financial  statement schedules have been included  because  they
       are not applicable or not required under Regulation S-X.
                                SIGNATURES

   Pursuant  to  the requirements of Section 13 or 15(d) of the  Securities
Exchange  Act  of 1934, the Registrant has duly caused this  report  to  be
signed on its behalf by the undersigned thereunto duly authorized.
                              MILLIPORE CORPORATION


Dated:           March 7,1997   By Geoffrey Nunes, Senior Vice President

  Pursuant to the requirements of the Securities Exchange Act of 1934, this
report  has  been signed below by the following persons on  behalf  of  the
Registrant and in the capacity and on the dates indicated.
SIGNATURE                TITLE                         DATE
C. WILLIAM ZADEL*        Chairman, President,          March 7, 1997
C. William Zadel         Chief Executive Officer,
                         and Director
Michael P. Carroll       Chief Financial Officer
                         Vice President, and Treasurer 
CHARLES D. BAKER*        Director                      March 7, 1997
Charles D. Baker
SAMUEL C. BUTLER*        Director                      March 7, 1997
Samuel C. Butler
ROBERT E. CALDWELL*      Director                      March 7, 1997
Robert E. Caldwell
MAUREEN A. HENDRICKS*    Director                      March 7, 1997
Maureen A. Hendricks
MARK HOFFMAN*            Director                      March 7, 1997
Mark Hoffman
STEVEN MULLER*           Director                      March 7, 1997
Steven Muller
THOMAS O. PYLE*          Director                      March 7, 1997
Thomas O. Pyle
JOHN F. RENO*            Director                      March 7, 1997
John F. Reno

*By
 Geoffrey Nunes, Attorney-in-Fact


                           Millipore Corporation
                Index to Consolidated Financial Statements





Consolidated Statements of Income for the
three years ended December 31, 1996, 1995 and 1994          F-2

Consolidated Balance Sheets for the
years ended December 31, 1996 and 1995                      F-3

Consolidated Statements of Shareholders' Equity
for the three years ended December 31, 1996, 1995 and 1994  F-4

Consolidated Statements of Cash Flows for the
three years ended December 31, 1996, 1995 and 1994          F-5

Notes to Consolidated Financial Statements                  F-6

Report of Independent Accountants                           F-14






Item 8.  Financial Statements and Supplementary Data.

Consolidated Statements of Income

Millipore Corporation

Year ended December 31                                          
(In thousands except per         1996         1995         1994
share data)
Net sales                     $618,735      $594,466    $497,252
                                             
Cost of sales                  249,443       243,849     212,675
                               
                                              
     Gross profit              369,292       350,617     284,577
                               
                               
Selling, general and           202,140       195,026     159,591
administrative expenses        
                               
Research and development        38,429        36,515      34,327
expenses                                     
Purchased research &            68,311             -           -
development expense                          
                                                           
     Operating income           60,412       119,076      90,659
                                             
                                             
Other expense                        -             -    (10,800)
Gain on sale of equity           5,329             -           -
securities                              
Interest income                  2,780         1,682       4,091
                                            
Interest expense                (11,498)      (10,623)    (7,035)
                               
                                                 
     Income from continuing                               
     operations before          57,023       110,135       76,915
income taxes                                
                                            
Provision for income taxes      13,401        24,781       17,306
                                            
                                                           
Income from continuing          43,622        85,354       59,609
operations                                 
                                                           
                                                           
Net loss on disposal of              -            -       (3,400)
discontinued operations                    
                                                           
Net Income                    $ 43,622     $ 85,354     $ 56,209
                              
                                                                
Income per share                                                
Income from continuing          $ 1.00      $ 1.90      $ 1.09
operations                                               
Net income per common share     $ 1.00      $ 1.90      $ 1.03
Weighted average common         43,602       44,985       54,726
shares outstanding
                                     
                                     
      The accompanying notes are an integral part of the consolidated
                           financial statements.

Consolidated Balance Sheets
Millipore Corporation

December 31                                                    
(In thousands)                                1996       1995
Assets                                                         
                                                               
Current assets:                                                
     Cash                                    $4,010       $2,696
     Short-term investments                  42,860       21,062
     Accounts receivable (less allowance for                  
doubtful accounts of $2,490 in 1996         151,653      147,759
and $2,054 in 1995)              
     Inventories                            106,410       80,386
     Other current assets                     6,979        6,800
     Receivables arising from sale of             -        3,056
businesses
          Total current assets              311,912      261,759
                                           
                                                         
Property, plant and equipment, net          203,017      191,250
                                           
Intangible assets (less accumulated                      
amortization of $3,084 in 1996 and  $2,506   58,866        7,219
in 1995)
Deferred income taxes                         69,086      53,179
Other assets                                  40,011      17,538
                                                         
Total assets                               $682,892     $530,945
                                           
                                                         
Liabilities and Shareholders' Equity                     
                                                         
Current liabilities:                                     
     Notes payable                         $101,546    $  80,768
                                          
     Accounts payable                         34,404      33,436
     Accrued expenses                         57,011      32,366
     Accrued divestiture costs                3,604        6,543
     Dividends payable                        3,899        3,537
     Accrued retirement plan contributions    4,705        4,846
     Accrued income taxes payable             11,231       9,926
          Total current liabilities           216,400    171,422
                                            
                                                         
Long-term debt                                224,359    105,272
                                           
Other liabilities                             24,528      22,776
Accrued divestiture costs                         -        5,000
Commitments and contingent liabilities            -            -
Shareholders' equity:                                    
     Common stock, par value $1.00 per share,                 
120,000 shares  authorized; 56,988 shares                
issued as of December 31,  1996 and 1995,     56,988      56,988
respectively
     Additional paid-in capital                8,800           -
     Unrealized gain on securities             9,536           -
     available for sale
     Retained earnings                       548,598     523,633
                                           
     Translation adjustments                 (8,280)         375
                                             615,642     580,996
Less:  Treasury stock at cost,  13,666  and              
12,727 shares as of December 31, 1996 and  (398,037)   (354,521)
1995, respectively                          
     Total shareholders' equity              217,605     226,475
                                            
                                                         
Total liabilities and shareholders' equity  $ 682,892  $ 530,945
      The accompanying notes are an integral part of the consolidated
                           financial statements.

Consolidated Statements of Shareholders' Equity

Millipore Corporation
Year ended Dec. 31, 1994,                                              
1995 and 1996                                           
(In thousands except per share data)


                                                                       
                                                        Unrealized
                                                        Gain on
                                      Additional        Securities                                Total
                               Par    Paid-in  Retained Available Translation  Treasury           Shareholders
                       Shares  Value  Capital  Earnings for Sale  Adjustments  Shares    Cost     Equity
 
Balance at January 1,                                                                                
1994                   28,344  $28,344 $16,803 $434,988     $ -   $(7,624)       (341)   $(11,357)  461,154
Net income                                       56,209                                              56,209 
Cash dividends declared,                                                                           
$0.295 per share                                (15,381)                                            (15,361)
Treasury stock acquired                  (400)                                   (6,148) (334,702)  (335,102)
Stock options exercised     101    101  4,848   (15,479)                          1,072   48,898      38,368
Employees' stock purchase    49     49  2,352    (1,712)                            47     2,120      2,809
plan proceeds
Incentive plan awards                               (54)                             8       431        377
Stock awards                                          8                              1        64         72
Translation adjustments                                             12,771                           12,771
Balance at December 31,  28,494  $28,494 23,603 $458,579   $-       $5,147       (5,361)  $(294,546) 221,277
1994                           
Net income                                        85,354                                             85,354
Effect of two-for-one    28,494  28,494 (23,603)  (4,891)                        (5,361)                  -
stock split                                                          
Cash dividends declared,                         (14,071)                                           (14,071)
$0.315 per share
Treasury stock acquired                                                          (2,962)   (90,113) (90,113)
Stock options exercised                           (1,553)                           895     28,366   26,813
Employees' stock purchase                             (4)                            33        905      901
plan proceeds
Savings and Participation                             86                             14        456      542
Plan proceeds
Incentive plan awards                                124                             13        354      478
Stock awards                                           9                              2         57       66
Translation adjustments                                              (4,772)                         (4,772)
Balance at December 31,   56,988  $56,988        523,633    $-          375     (12,727)  $(354,521) $226,475
1995                                                         
Net income                                        43,622                                               43,622
Cash dividends declared,                         (15,261)                                             (15,261)
$0.35 per share
Treasury stock acquired                                                          (1,462)   (58,362)   (58,362)
Stock options exercised                           (4,218)                           384     10,880      6,662
Employees' stock purchase                            195                             72      2,076      2,271
plan proceeds
Savings and Participation                            209                             27        735        944
Plan proceeds
Incentive plan awards                                408                             39       1,120     1,528
Stock awards                                          10                              1          35        45
Unrealized gain on securities                                 9,536                           9,536
available for sale
U.S. tax benefit from                      8,800                                                        8,800
stock plan activity 
Translation adjustments                                               (8,655)                          (8,655)
Balance at December 31,  56,988  $56,988   8,800 $548,598    $9,536  $(8,280)    $(13,666) $(398,037) $217,605
1996                

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



Consolidated Statements of Cash Flows

Millipore Corporation
                                                        
Year ended December 31                                                 
(In thousands)                          1996         1995         1994
Cash Flows from Operating                                              
Activities:
Net income                            $43,622       $85,354      $56,209
Adjustments to reconcile net income                              
to net cash provided by
      operating activities                                       
Purchased research and                 68,311            -             -
development expense
Gain on sale of                        (5,329)           -             -
securities
Net loss on disposal of                     -            -         3,400
discontinued operations
Depreciation and                       30,587        27,478       27,604
amortization
Deferred income tax                    (8,212)        1,372       (2,227)
provision
Change in operating assets and liabilities:
Decrease (increase)                       247       (10,548)     (14,672)
in accounts receivable
(Increase) in inventories             (11,612)       (7,218)      (1,894)
Decrease in other                       1,661           409        1,427
current assets
(Increase) in other                    (8,747)       (8,209)        (695)
assets
(Decrease) increase                               
in accounts payable and 
accrued expenses                      (11,087)        5,931        2,876
expenses
(Decrease) increase
in accrued retirement plan
contributions                             (36)          543        (269)
Increase in accrued                      1,723        6,475        6,123
income taxes
Income tax refund received                   -            -       14,035  
Other                                    1,058       (2,438)      (3,334)
Net cash provided by                   102,186       99,149       88,583
operating activities
                                                                 
Cash Flows from Investing                                        
Activities:
                                                                 
Net proceeds from sales of                   -            -      257,899
businesses
Additions to property, plant and      (30,427)      (30,010)     (21,009)
equipment, net
Additions to intangible assets         (1,760)       (2,135)      (2,718)
Investments in businesses              (4,010)            -            -
Acquisition of Amicon, net of cash   (122,576)            -            -
acquired
Net cash used by discontinued          (7,939)       (6,967)           -
businesses
Proceeds from sale of securities        5,745             -            -
Net cash provided by (used in)       (160,967)      (39,112)     234,172
investing activities                                

Cash Flows from Financing                                        
Activities:

Treasury stock acquired               (58,362)      (90,113)    (334,702)
Issuance of treasury stock under       11,450        16,937       33,876
stock plans
Cash paid to extinguish long-term           -            -        (5,088)
debt
Common stock issued                         -            -         7,350
Cash paid to close out foreign              -        (3,546)     (10,287)
currency swap
Net change in short-term debt          20,045        25,795       (9,539)
Borrowings (payments) of long-term    124,397             -       (1,820)
debt
Dividends paid                       (14,899)       (14,117)     (15,802)
Net cash used for financing           82,631        (65,044)    (336,012)
activities
Effect of foreign exchange rates on
cash and short-term investments         (738)        (1,471)       2,851
Net increase (decrease) in cash and   23,112         (6,478)     (10,406)
short-term investments
Cash and short-term investments on    23,758         30,236       40,642
January 1
Cash and short-term investments on   $46,870        $23,758      $30,236
December 31


Notes to Consolidated Financial Statements (In thousands except share
and per share data)

Note A  - Summary of Significant Accounting Policies

     Principles of Consolidation

The  consolidated  financial statements include  the  accounts  of  the
Company   and  its  subsidiaries,  all  of  which  are  wholly   owned.
Intercompany balances and transactions have been eliminated.

     Translation of Foreign Currencies

For all of the Company's foreign subsidiaries except Brazil, assets and
liabilities are translated at exchange rates prevailing on the  balance
sheet  date,  revenues and expenses are translated at average  exchange
rates  prevailing  during  the period, and  elements  of  shareholders'
equity  are  translated at historical rates.  Any resulting translation
gains and losses are reported separately in shareholders' equity.   The
aggregate  transaction gains and losses included  in  the  consolidated
statements of income are not material.  For the Company's subsidiary in
Brazil,  where  inflation  is very high, the translation  is  the  same
except  that inventories, cost of sales, property, plant and equipment,
and   depreciation  are  translated  at  historical  rates.   Resulting
translation  gains  and  losses for this  subsidiary  are  included  in
income.

     Short-term Investments

Short-term  investments  consisting primarily  of  time  deposits,  are
classified  as available for sale and are carried at cost plus  accrued
interest,  which approximates market value.  All short-term investments
have  original  maturities of three months or less and  are  considered
cash  equivalents for purposes of the consolidated statements  of  cash
flows.

     Inventories

The  Company values the majority of its inventories manufactured in the
United States at the lower of cost or market, principally on a last-in,
first-out (LIFO) basis. Inventories manufactured outside of the  United
States are valued on a first-in, first-out (FIFO) basis.

     Property, Plant and Equipment

Property,  plant  and equipment is recorded at cost.  Expenditures  for
maintenance  and  repairs are charged to expense  while  the  costs  of
significant  improvements  are  capitalized.  Depreciation  on   assets
acquired before January 1, 1989 generally is provided using accelerated
methods over the estimated useful lives of the assets.  Assets acquired
after  January  1,  1989 primarily are depreciated using  straight-line
methods. Upon retirement or sale, the cost of assets disposed  and  the
related  accumulated depreciation are eliminated and related  gains  or
losses reflected in income.

The  estimated useful lives of the Company's depreciable assets are  as
follows:

               Leasehold Improvements   Life of the Lease
               Buildings and Improvements    10-30 Years
               Production and Other Equipment     3-15 Years


     Intangible Assets

Intangible assets consist primarily of acquired patented and unpatented
technology,  trade  names,  and licenses  and  are  recorded  at  cost.
Intangible  assets are amortized on a straight line basis over  periods
ranging from 5 to 30 years.  The carrying value of intangible assets is
periodically reviewed by the Company and, if necessary, impairments  of
values  are  recognized.   If there is a permanent  impairment  in  the
carrying value of tradenames or other intangible assets, the amount  of
such  impairment  is  computed by comparing the anticipated  discounted
future  operating income of the acquired business or trademark  to  the
carrying value of the assets.  In performing this analysis, the Company
considers  current  results  and trends,  future  prospects  and  other
economic factors.
     Marketable Securities

The  Company's  investments  in equity securities  are  categorized  as
available-for-sale  as  defined by Statement  of  Financial  Accounting
Standards  No.  115, "Accounting for Certain Investments  in  Debt  and
Equity Securities".  Equity securities are included in Other Assets  in
the  accompanying consolidated balance sheets and are recorded at  fair
value.   Unrealized  holding gains and losses  are  reflected,  net  of
income tax, as a separate component of shareholders' equity.

     Income Taxes

Deferred  tax  assets and liabilities reflect the net  tax  effects  of
temporary  differences  between  the carrying  amounts  of  assets  and
liabilities for financial statement purposes and the amounts  used  for
income  tax purposes.  With respect to the unremitted earnings  of  the
Company's  foreign  and Puerto Rican subsidiaries, deferred  taxes  are
provided only on amounts expected to be repatriated.

     Stock Options

In  1995, the Financial Accounting Standards Board issued Statement  of
Financial  Accounting Standards (SFAS) No. 123, "Accounting for  Stock-
Based  Compensation," which became effective for the Company  in  1996.
SFAS  123 defines a fair-value method of accounting for employee  stock
option  or  similar equity instruments.  However, SFAS 123 also  allows
companies  to continue to use the intrinsic value method of  accounting
prescribed  by  APB  Opinion  25  "Accounting  for  Stock   Issued   to
Employees."  The Company has elected to continue to account  for  stock
options  in accordance with APB 25 and has adopted the disclosure  only
aspects of SFAS 123.

     Treasury Stock

Treasury  stock  is recorded at its cost on the date  acquired  and  is
relieved  at its weighted average cost upon reissuance. The  excess  of
cost  over  the  proceeds  of reissued treasury  stock  is  charged  to
retained earnings.

     Net Income Per Common Share

Net  income  per common share is calculated by dividing the net  income
for  the  period  by  the  weighted average  number  of  common  shares
outstanding  for  the period.  The impact of common stock  equivalents,
principally outstanding stock options, is immaterial.

     Revenue Recognition

Sales  of  products and services are recorded at the  time  of  product
shipment or performance of services.

     Use of Estimates in the Preparation of Financial Statements

The  preparation of financial statements in conformity  with  generally
accepted  accounting principles requires management to  make  estimates
and  assumptions  that  affect  the  reported  amounts  of  assets  and
liabilities and disclosure of contingent assets and liabilities at  the
date  of  the financial statements and the reported amounts of revenues
and  expenses during the reporting period.  Actual results could differ
from those estimates.

     Reclassifications

Certain  reclassifications  have been made to  prior  years'  financial
statements to conform with the 1996 presentation.
Note B - Stock Split and Increase In Authorized Common Shares

On June 8, 1995, the Company's Board of Directors authorized a two-for-
one  stock split in the form of a 100% stock dividend, payable on  July
21,  1995 to shareholders of record as of June 23, 1995.  Par value per
share  remained at $1.00.  The stock split resulted in the issuance  of
28,494,000  additional  shares  of common  stock  from  authorized  but
unissued  shares.  The issuance of additional shares  resulted  in  the
transfer  of  $23,603 from additional paid in capital and  $4,891  from
retained  earnings to common stock, representing the par value  of  the
shares  issued.  Accordingly, all weighted average share and per  share
amounts, as well as stock plan data, have been restated to reflect  the
stock   split.   For  purposes  of  presentation  in  the  Consolidated
Statements of Shareholders' Equity, the stock split has been  accounted
for as if it occurred on January 1, 1995.

At  the Company's Annual Meeting on April 18, 1996, shareholders  voted
to   adopt   an  amendment  to  the  Company's  restated  Articles   of
Incorporation, increasing the number of authorized common  shares  from
80,000,000 to 120,000,000.

Note C - Acquisition of Amicon Separation Science Business

On December 31, 1996, the Company acquired the net assets of the Amicon
Separation   Science  Business  of  W.R.  Grace  &  Co.  (Amicon)   for
approximately  $129,265 in cash, including transaction  costs.   Amicon
manufactures protein purification tools for the research laboratory and
for biotechnology manufacturing.  The acquisition is accounted for as a
purchase,  and  accordingly, the purchase price has been  preliminarily
allocated to the identifiable tangible and intangible assets  based  on
estimated fair market values of those assets.  The Company has  accrued
approximately  $27,000  for  additional  costs  associated   with   the
acquisition.    These  costs  include  severance  payable   to   Amicon
employees,  abandonment  of duplicate Amicon  manufacturing  and  sales
facilities,  and termination of certain Amicon contractual obligations.
The  Company  expects that the integration of Amicon's operations  into
those  of  the Company will be substantially complete within one  year.
The  ultimate  execution of the Company's plans and costs incurred  may
result  in  an  adjustment  to the amounts preliminarily  allocated  to
assets  and  liabilities and to amounts accrued  for  additional  costs
associated  with the acquisition.  The purchase included  at  estimated
fair  value current assets of $30,328, property plant and equipment  of
$15,474,  other  assets of $596 and the assumption  of  liabilities  of
$9,197.   Identifiable  intangible assets were valued  at  $50,753  and
included  tradenames  and patented and unpatented complete  technology.
These  intangible assets will be amortized over their estimated  useful
lives  ranging  from  five to thirty years.  The value  of  in  process
research  and development for which technical feasibility has not  been
achieved was $68,311 and was charged to earnings in the fourth  quarter
of  1996. The purchase was financed through the Company's new revolving
credit facility as discussed in Note J.

On  the basis of a pro forma consolidation of the results of operations
as  if the acquisition had taken place at the beginning of fiscal  1995
rather  than  at December 31, 1996, consolidated net sales  would  have
been  $651,000  in 1995 and $675,000 in 1996.  Consolidated  pro  forma
income before income taxes, net income and earnings per share would not
have  been materially different from the amounts reported for 1995  and
1996.   Pro  forma amounts are not necessarily indicative of  what  the
actual  consolidated  results of operations  might  have  been  if  the
acquisition had been effective at the beginning of fiscal 1995.

Note D - Subsequent Event

On  January  22 1997, the Company successfully completed a cash  tender
offer  for all of the outstanding common shares of Tylan General,  Inc.
("Tylan").  Tylan became a wholly-owned subsidiary on January 27, 1997.
Tylan,  which had annual sales of approximately $148,000 for its latest
fiscal  year  ended  October  31, 1996, supplies  precision  mass  flow
controllers, pressure and vacuum measurement and control equipment, and
ultraclean   gas   panels  to  the  microelectronics   industry.    The
acquisition  was  financed through the Company's new  revolving  credit
agreement discussed in Note J and will be accounted for as a purchase.

Note E - Discontinued Operations

On August 18, 1994, the Company sold its Waters Chromatography Division
to Waters Holdings, Inc. for $330,000 in cash and $10,000 in stock.  On
August  23,  1994, the Company sold certain assets of its  non-membrane
bioscience business to PerSeptive Biosystems, Inc. for $10,000 in  cash
and  four  thousand shares of preferred stock redeemable in four  equal
annual installments of $10,000.  The stock proceeds received from  each
sale  were  recorded  at their estimated fair  value  at  the  date  of
receipt.   Both sales were recorded in 1994 and resulted in a  combined
pre-tax loss of $5,667 ($3,400 or $0.06 per share net of income taxes).

As  of  December  31,  1996,  the Company  holds  2,120,249  shares  of
PerSeptive  Biosystems'  common  stock  as  a  result  of  PerSeptive's
preferred  stock redemption requirement.  These shares  are  considered
available for sale securities and have been recorded at fair  value  in
Other Assets, net of income tax, in accordance with SFAS No. 115.

Remaining  accruals associated with the divestitures consist  primarily
of  costs to be incurred in providing future general and administrative
support services for the divested businesses as specified in the  sales
agreements, costs associated with abandoning facilities operated  under
long-term leases, and employee costs.  During 1996, the Company charged
$1,100  of  employee  costs, $2,000 of contract  support  services  and
$4,839 of facilities and other costs against divestiture accruals.  The
Company periodically assesses the adequacy of the divestiture accruals,
and the remaining accrual balances at December 31, 1996 are expected to
be  sufficient to satisfy the Company's future obligations with respect
to discontinued operations.

In  accordance  with  each  respective  sales  agreement,  the  Company
retained  certain customer accounts receivable balances generated  from
sales  of Instrumentation Division products prior to and subsequent  to
the  completion of the divestitures.  These amounts were classified  in
Receivables  arising  from  sales  of businesses  in  the  accompanying
consolidated balance sheets.

Note F - Concentration of Credit Risk

Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of temporary cash and
short-term investments, accounts receivable and hedging instruments.

The Company places its temporary cash and short-term investments with
high credit qualified financial institutions, and, by policy, limits
the amount of credit exposure to any one financial institution.

Concentrations of credit risk with respect to accounts receivable is
limited due to the large number of customers comprising the Company's
customer base, and their dispersion across different markets and
geographies.  The Company performs ongoing credit evaluations of its
customers and generally does not require collateral.

The Company is exposed to credit-related losses in the event of
nonperformance by counterparties to hedging instruments.  The
counterparties to these contracts are major financial institutions.
The Company continually monitors its positions and the credit ratings
of its counterparties and limits the amount of contracts it enters into
with any one party.


Note G - Inventories

Inventories at December 31 consisted of the following:

                                      1996         1995
Raw materials                    $  27,502     $ 21,357
Work in process                     16,310        9,621
Finished goods                      62,598       49,408
                                 $ 106,410     $ 80,386

The  value  of  inventories determined using the LIFO cost  method  was
$41,458 or 39 percent of the total at December 31, 1996 and $43,101  or
54 percent of the total at December 31, 1995.  If these inventories had
been valued using the FIFO cost method, they would have been $44,395 at
December 31, 1996 and $45,608 at December 31, 1995.

Note H - Property, Plant and Equipment

Property, plant and equipment at December 31 consisted of the
following:

                                      1996         1995
Land                               $ 9,002     $  7,419
Leasehold improvements               9,587        9,214
Buildings and improvements         123,256      117,932
Production and other equipment     240,612      217,443
Construction in progress            15,957       21,932
                                   398,414      373,940
Less: accumulated depreciation and 195,397      182,690
 amortization
                                  $203,017    $ 191,250

Note I - Notes Payable

Short-term borrowings and related lines of credit at December 31 are
summarized as follows:

                                      1996         1995
Notes payable                   $  101,546    $  80,768
                                  
Unused lines of credit          $  295,927    $ 266,350
                                  
Average amount outstanding at   $  115,461    $  91,338
month-end during the year        
Maximum amount outstanding at   $  132,338    $ 116,721
month-end during the year
Weighted average interest rate        5.6%         6.2%
during the year
Weighted average interest rate at     5.7%         6.1%
year-end

Notes payable generally consist of renewable, uncollateralized
borrowings under lines of credit that are denominated in various
currencies and bear interest at prevailing rates. The majority of
borrowings outstanding, as well as available under lines of credit
which existed at December 31, 1996 were incorporated into the revolving
credit facility agreement discussed in Note J in the first quarter of
1997.

Note J - Long-term Debt

Long-term debt at December 31 consisted of the following:
                                       1996        1995
Amounts outstanding under         $ 124,397       $   -
revolving credit agreement                
                                                
6.78 % notes payable due in 2004    100,000     100,000
Unrealized (gain)/loss on                       
revaluation of yen-denominated      (3,727)       5,272
debt                                           
Other notes payable to banks          3,689           -
Long-term debt                    $ 224,359   $ 105,272

The Company financed the acquisition of Amicon by drawing down funds  on
a 90 day $250,000 bridge loan which was made available to the Company as
temporary financing pending finalization of a long-term revolving credit
facility.   On  January 22, 1997, the Company entered into an  unsecured
revolving credit agreement ("the agreement") with a group of banks.  The
agreement allows for borrowings of up to $450,000 and expires on January
22,  2002.  Interest is payable on outstanding borrowings at a  floating
rate  defined  in the agreement as LIBOR plus a margin (5.7  percent  at
January 22, 1997).  The agreement also calls for a commitment fee  at  a
rate ranging  from .10 percent to .65 percent of the available facility. 
The exact amount of the margin and the commitment fee is dependent on the
Company's debt rating.  The agreement calls for the Company to  maintain
certain  financial  covenants in the areas of operating  cash  flow  and
interest  coverage.   The amount outstanding at  December  31,  1996  of
$124,397 reflects the adjusted purchase price paid to acquire Amicon.

The  $100,000 6.78 percent notes payable are due in 2004.   Interest  on
these  notes is payable semi-annually in March and September. The  notes
payable agreement calls for the Company to maintain a debt to total debt
and  equity  ratio  which  does not exceed a  specified  threshold.   At
December  31,  1996, the Company is in compliance with this requirement.
However,  amounts borrowed by the Company in the first quarter  of  1997
under  the  $450,000  credit facility to fund the acquisition  of  Tylan
would  have  caused the Company to violate this covenant.  However,  the
holder of these notes has waived the requirement that the Company comply
with  this  covenant through March 21, 1997.  The Company  is  currently
negotiating  to  change  the financial covenant included  in  this  note
agreement.  If a revised agreement is not reached by March 21, 1997, the
Company may redeem the notes using either proceeds from a planned public
debt  offering  for  up to $300,000 or borrowings potentially  available
upon request by the Company under the agreement discussed above.

As  of  January  1, 1994, the Company had partially hedged  its  foreign
currency  net asset exposure by entering into a currency swap which  was
to  mature  in 1995.  Under the terms of the original swap, the  Company
exchanged  $100,000  of  dollar  debt service  obligations  for  foreign
obligations  of  9,936,000 yen and 33,193 DM.   In  January,  1994,  the
Company closed out the yen denominated swap and simultaneously exchanged
$80,000  of  dollar  debt  service obligations  for  a  yen  denominated
obligation  of  8,760,000 yen, which bears interest at a  rate  of  4.49
percent.   This swap matures in 2004.  In March, 1995, the Company  paid
$3,546  to  close  out the DM swap.  This cash payment  represented  the
cumulative  effect  of the foreign currency rate fluctuations  over  the
life  of  the  swap.   The  Company's foreign currency  obligations  had
effective  weighted average interest rates of 4.86 and 5.39  percent  in
1996  and  1995,  respectively. The effect of foreign currency  exchange
rate fluctuations resulting from the yen swap agreement open at December
31, 1996 is included in translation adjustments.

Other  notes  payable to banks represents borrowings outstanding  at  an
Amicon  subsidiary acquired by the Company on December  31,  1996.   The
Company  expects to repay this balance in full in 1997 by drawing  funds
from the revolving credit facility discussed above.

The  Company  capitalized interest costs associated with the acquisition
of  certain  assets  of $785 in 1996, $929 in 1995, and  $890  in  1994.
Interest  paid on short-term and long-term debt during 1996,  1995,  and
1994 amounted to $12,171, $11,481, and $8,946 respectively.


Note K - Foreign Exchange

A  significant  volume  of  the  Companies  business  is  transacted  in
currencies  other  than the U.S. dollar.  This exposes  the  Company  to
risks  associated  with  currency rate  fluctuations  which  impact  the
Company's  sales and net income.  To partially mitigate this  risk,  the
Company  has  entered  into foreign currency transactions,  forward  and
option  contracts  to  sell yen, on a continuing basis  in  amounts  and
timing   consistent  with  underlying  currency  exposure  on  inventory
purchases  so  that  the gains and losses or these  transactions  offset
gains  and losses on the underlying exposure.  A realized gain of $2,687
in  1996,  and  realized  losses of $2,287 in 1995,  and  $960  in  1994
relating  to  these contracts are included in cost of  sales,  partially
offsetting the impact of foreign currency fluctuations.

At December 31, 1996, the Company has open forward exchange contracts to
sell  yen aggregating $13,422 and open forward option contracts to  sell
yen  aggregating $27,025.  These open contracts have an unrealized  gain
of  $1,700  at December 31, 1996.  All open contracts mature  within  15
months.


Note L - Income Taxes

Income taxes on both continuing and discontinued operations have been
provided in accordance with the provisions of SFAS #109.  The Company's
provisions for income taxes are summarized as follows:

                                         1996      1995      1994
           Domestic and foreign                            
   income before income taxes:
                   Domestic            $  195     $51,933   $ 23,042
                   Foreign             56,828      58,202     48,206
                                       57,023     110,135     71,248
   Loss on                                  -           -      5,667
   disposal of discontinued
   operation
   Income from                        $57,023    $110,135    $76,915
   continuing operations before
   income taxes
                                                           
   Domestic and foreign                            
   provisions for income taxes:
                   Domestic           $(2,362)   $  9,039    $(1,894)
                   Foreign             15,427      14,642     16,433
                   State                  336       1,100        500
                                       13,401      24,781     15,039
   Less:  portion applied to                -           -      2,267
   discontinued operations
                                       $13,401    $24,781    $17,306
                                                           
           Current and deferred                            
   provisions  for income taxes:
                   Current             $21,613   $ 23,409    $ 28,800
                   Deferred             (8,212)     1,372     (13,761)
                                       $13,401   $ 24,781    $ 15,039

A  summary  of  the  differences  between  the  Company's  consolidated
effective  tax rate and the United States statutory federal income  tax
rate is as follows:

                                            1996      1995      1994
   U.S. statutory income tax rate          35.0%     35.0%     35.0%
   Puerto Rico tax rate benefits           (6.4)     (4.8)     (6.0)
   Ireland tax rate benefits              (11.0)     (5.2)     (4.0)
   State income tax, net of federal           .4        .7        .5
   income tax benefit
   Foreign Sales Corporation income not    (4.0)     (2.0)     (3.0)
   taxed
   Tax credits                                 -     (1.2)         -
   Change in valuation allowance             9.5         -         -
   Effective tax rate applicable to        23.5%     22.5%     22.5%
   operations

Tax  exemptions  relating  to Puerto Rico and  Ireland  operations  are
effective  through 2004 and 2010, respectively. Income taxes paid  (net
of  refunds)  during  1996, 1995, and 1994 were  $24,228,  $9,999,  and
$25,296, respectively.

The  Company  has  not  recorded deferred income  taxes  applicable  to
undistributed  earnings of foreign subsidiaries that  are  indefinitely
reinvested   in  foreign  operations.   These  earnings   amounted   to
approximately  $73,700  at  December 31, 1996.   If  earnings  of  such
foreign  subsidiaries were not indefinitely reinvested, a deferred  tax
liability of approximately $18,425 would have been required.

At  December 31, 1996, the Company has foreign tax credit carryforwards
of  approximately $20,500 that expire in the years 1997  through  2001.
General business credit carryforwards of approximately $7,300 expire in
the  years 2001 through 2010.  In addition, the Company has alternative
minimum tax credit carryforwards of approximately $10,800 which can  be
carried forward indefinitely.



Significant components of the Company's net deferred tax assets are  as
follows:

                                         1996      1995
   Intercompany and inventory  related  $12,734   $13,943
   transactions                                  
   Postretirement benefits other  than    3,500    3,421
   pensions                                     
   Tax  credits (including foreign tax           
   credits on unremitted earnings)       55,586   43,370
                                                 
   Divestiture related costs              5,109    7,435
   Amortization of intangible assets     23,776        -
                                                 
   Depreciation                         (3,381)   (2,704)
                                                 
   Other, net                           (6,103)    4,349
                                                
                                        91,221    69,814
   Valuation allowance                 (22,135)  (16,635) 
                                      
   Net deferred tax asset               $69,086  $53,179
                                                

The  valuation  allowance  is provided primarily  against  foreign  tax
credit  carryforwards  and foreign tax credits on  unremitted  earnings
which  can  be  utilized against future taxable income  in  the  United
States.   The increase in the valuation allowance in 1996 results  from
the  growth  in  foreign  tax  credits.  Although  realization  is  not
assured,  the  Company believes it is more likely  than  not  that  the
remainder  of  the deferred tax asset, net of the valuation  allowance,
will  be  realized.   The amount of the deferred tax  asset  considered
realizable, however, could be reduced in the near term if estimates  of
future taxable income are reduced.

During  1995  the  Internal  Revenue  Service  ("IRS")  completed   its
examination  of the Company's federal income tax returns pertaining  to
its  U.S. and Puerto Rican operations for the years 1991-1992  with  no
major adjustments.

Note M - Legal Proceedings

The  settlement  to  date  of  all  environmental  claims  against  all
participants  at  hazardous  waste ("Superfund")  sites  in  which  the
Company  was named a potentially responsible party by the Environmental
Protection Agency has been significant.  Prior to 1995, the Company had
paid $14,000 to settle claims at sites in which the Company was named a
potentially responsible party.  Due to the fact that Superfund sites at
which the Company was named a potentially responsible party are in  the
late stages of remedy and a significant portion of the remedy cost  has
already  been  funded, the Company believes that  its  probable  future
financial  obligation at December 31, 1996 will not  materially  affect
its  future  operating  results and liquidity.   Amounts  paid  by  the
Company in 1996 and 1995 with respect to the Superfund obligations were
insignificant.

In  1994, the Company settled a lawsuit filed by Eastern Enterprises in
connection  with  Eastern's  purchase of the  Company's  Process  Water
Division  in  1989.   Total settlement costs of  $10,800,  including  a
$9,000  payment  to  Eastern Enterprises and $1,800  of  related  costs
incurred  by  the  Company,  are  included  in  Other  expense  in  the
accompanying consolidated statements of income.

The  Company  and Waters Holdings, Inc. are engaged in a  dispute  with
respect  to  the amount of assets to be transferred from the  Company's
Retirement  Plan  in  connection with the  divestitures.   The  Company
believes that it has meritorious arguments and should prevail.  In  the
opinion  of  the Company, although final settlement of this matter  may
impact the Company's financial statements in a particular period, it is
not  expected  to  have  a  material adverse effect  on  the  Company's
financial condition.

Note N - Leases

Lease  agreements cover sales offices, warehouse space,  computers  and
automobiles. These leases have expiration dates through 2006.   Certain
land  and  building leases contain renewal options for periods  ranging
from  five  to  ten  years and purchase options at fair  market  value.
Rental  expense was $12,547 in 1996, $11,397 in 1995, $12,114 in  1994.
At  December  31, 1996 future minimum rents payable under noncancelable
leases with initial terms exceeding one year were as follows:

     1997                               $    12,105
     1998                                     8,669
     1999                                     7,528
     2000                                     5,980
     2001                                     3,712
     2002 - 2006                             10,071


Note O - Stock Plans

Stock Option Plans

The  Company has two fixed option plans which reserve shares of  common
stock  for  issuance to key employees and directors respectively.   The
Company  also  has  a  stock purchase plan which  allows  employees  to
purchase shares of the Company's common stock as discussed below.   The
Company  has  adopted the disclosure-only provisions  of  Statement  of
Financial  Accounts Standards No. 123 "Accounting  for  Stock  -  Based
Compensation."   Accordingly, no compensation cost has been  recognized
for  grants  made  in 1995 and 1996 under the stock  option  and  stock
purchase  plans.  Had compensation cost been determined  based  on  the
fair  value  at  the grant date for awards in 1995 and 1996  consistent
with  the provisions of SFAS 123, the Company's net income and earnings
per  share  would have been unchanged in 1995 and reduced by $1,015  or
$.02  per share in 1996.  The proforma expense amounts in 1995 and 1996
assume  that the fair value assigned to the 1995 and 1996 option grants
was  amortized  over the vesting period of the options, which  is  four
years, while the fair value assigned to grants under the stock purchase
plan is recognized in full at the date of grant.

The  fair  value of each option grant is estimated on the date  of  the
grant  using  the  Black  - Scholes model with the  following  weighted
average  assumptions in 1995 and 1996:  expected life  of  five  years;
expected volatility of 25% and an expected annual dividend increase  of
$.04 per year.  The risk free interest rate was 6.1 percent in 1996 and
5.5  percent  in  1995.  This rate approximated that  of  5  year  U.S.
government interest bearing securities.

Under  the  Company's  Combined Stock Option  Plan,  stock  options  to
purchase  Millipore common stock may be granted to  employees.   During
1996,  the Company adopted the "1995 Combined Stock Option Plan", which
replaced the "1985 Combined Stock Option Plan".   The terms of the 1995
Plan  are  substantially  similar  to  those  of  the  1985  Plan.   In
conjunction with the adoption of the 1995 Plan, an additional 1,031,000
shares were authorized for issuance.  The plan provides that the option
price per share may not be less than the fair market value of the stock
at  the  time  the option is granted and that options must  expire  not
later  than  10 years from the date of grant.  Plan data are summarized
as follows:
                                                              
                                     1996         1995        1994
 Option shares:                                                          
       Outstanding  at beginning  of 2,940,000    3,518,000   5,440,000
 period
      Issued during period            461,000       373,000     534,000
      Exercised during period        (369,000)     (885,000) (2,334,000)
      Canceled during period         (62,000)       (66,000)   (122,000)
      Outstanding at end of period   2,970,000    2,940,000   3,518,000
 Exercisable at end of period        1,850,000    1,747,000   2,088,000
 Shares  available for  granting  of 1,671,000    1,039,000   1,344,000
 options at end of period
 Price  range of outstanding options  $14.50 -     $13.56 -     $9.72 -
 at end of period                      $42.00       $37.63      $23.69
 Average    price   of   outstanding   $24.33       $20.82      $17.96
 options at end of period
 Average  price of exercised options   $17.41       $16.70      $16.30
 during the period


In  1995,  as  part  of  the Company's broad-based  open  market  stock
repurchase  program, the Company repurchased at market prices,  759,000
shares  of common stock which had been issued to current employees  and
former  employees of the divested businesses under the Company's  stock
option  plan.   The difference between the market price of  the  shares
repurchased  and  the  stock option exercise price  was  recognized  as
compensation expense and is included in the Company's 1995 consolidated
statement of income or charged against accrued divestiture reserves.

Non-Employee Director Stock Option Plan

In 1990, a stock option plan for non-employee directors was approved by
the  Company's  shareholders.  Under this plan, each eligible  director
receives  an option to purchase 4,000 shares of Millipore common  stock
on  the date of his or her first election, and thereafter automatically
receives  an  additional option to purchase 2,000 shares at  the  first
board   of   directors  meeting  following  the   Annual   Meeting   of
Shareholders.   The plan provides that the option price per  share  may
not  be  less then the fair market value of the stock at the  time  the
option  is  granted.  At December 31, 1996, 133,000 options  have  been
issued and 118,000 are outstanding.
Employees' Stock Purchase Plan

Under  the  Company's Employees' Stock Purchase Plan, all employees  of
the  Company  and its subsidiaries who have 90 days continuous  service
prior to the beginning of the plan year, May 1, may purchase shares  of
Millipore  common  stock by payroll deduction. The purchase  price  per
share  during the plan year is the lesser of the fair market  value  of
the common stock at the time of purchase or on May 1.

In  1996,  1995,  and 1994 shares issued under the  Plan  were  72,000,
33,000,  and  192,000, respectively. As of December 31,  1996,  295,000
shares  of  Millipore common stock were available for sale to employees
under the plan.

Incentive Plan for Senior Management

Under  this  plan, Millipore common stock is awarded to key members  of
senior  management  at  no  cost to them. The  stock  cannot  be  sold,
assigned, transferred or pledged during a restriction period  which  is
normally four years. Shares are subject to forfeiture should employment
terminate during the restriction period.

The stock issued under the plan is recorded at its fair market value on
the  award  date;  the related deferred compensation  is  amortized  to
selling,  general  and  administrative expenses  over  the  restriction
period.   At  the  end of 1996, 1995, and 1994, 119,000,  109,000,  and
154,000  shares, respectively, were outstanding under the  plan.   Plan
expense  was   $559 in 1996, $450 in 1995, and $596  in  1994.   As  of
December  31,  1996,  92,000  shares of  Millipore  common  stock  were
available for future awards under this plan.
Note P - Employee Retirement Plans

Participation and Savings Plan

The  Millipore  Corporation Employees' Participation and  Savings  Plan
(Participation  and Savings Plan), maintained for the  benefit  of  all
full-time  U.S.  employees, combines both a defined  contribution  plan
(Participation  Plan)  and  an employee savings  plan  (Savings  Plan).
Contributions  to the Participation Plan are allocated among  the  U.S.
employees  of  the  Company who have completed at least  two  years  of
continuous  service  on  the  basis of the compensation  they  received
during  the  year for which the contribution is made. The Savings  Plan
allows  employees with one year of continuous service to  make  certain
tax-deferred voluntary contributions which the company matches  with  a
25  percent contribution (50 percent contribution for employees with 10
or  more  years of service). Total expense under the Participation  and
Savings Plan was $4,866 in 1996, $4,512 in 1995, $6,089 in 1994.   Plan
expense  in 1994 includes amounts related to employees of the  divested
businesses through the date of the divestitures.

Retirement Plan

The  Company's  Retirement Plan for Employees of Millipore  Corporation
(Retirement  Plan)  is a defined benefit plan for  all  U.S.  employees
which  provides benefits to the extent that assets of the Participation
Plan,  described  above,  do not provide guaranteed  retirement  income
levels.  Guaranteed  retirement income levels are determined  based  on
years  of  service and salary level as integrated with Social  Security
benefits.  Employees are eligible under the Retirement Plan  after  one
year  of  continuous service and are vested after 5 years  of  service.
For  accounting  purposes, the Company uses the projected  unit  credit
method  of  actuarial  valuation.  The  actuarial  method  for  funding
purposes  is  the  entry  age normal method.  The  Company  contributes
annually  to  the Retirement Plan, subject to Internal Revenue  Service
and  ERISA  funding  limitations.  No contributions were  required  for
1996, 1995 and 1994.

The  following  table  summarizes the funded status  of  the  plan  and
amounts  reflected  in  the Company's consolidated  balance  sheets  at
December 31.  The projected benefit obligation was calculated  using  a
discount  rate of 7.5 percent in 1996 and 7.0 percent in  1995,  and  a
salary  progression  rate of 5.0 percent in both  years.   The  pension
income was determined based on an expected long-term rate of return  on
assets  of  8.0  percent  in  both years.   Plan  assets  are  invested
primarily in mutual funds and money market funds.

Plan  data  as  of  December  31, 1996 and  1995  includes  assets  and
obligations  pertaining  to employees of the  Company's  former  Waters
Division, as the assets subject to these former employees have not  yet
been transferred to Waters Holdings, Inc.

                                        1996    1995     
Actuarial present value of benefit                          
obligations:
     Accumulated benefit obligation,                  
including vested benefits of $5,990 on         
December 31, 1996 and $6,460 on        $ 6,195   $ 6,693
December 31, 1995                      
     Projected benefit obligation for  $(7,022) $(7,595)
service rendered to date               
     Plan assets at fair value           7,657     7,391
     Plan assets in excess of (less        635     (204)
than) projected benefit obligation
     Unrecognized net actuarial loss     3,268     4,283
     Unrecognized prior service cost       111       121
     Unrecognized net asset being        (495)      (579)
amortized over 16.7 years
     Prepaid pension cost included in   $3,51    $ 3,621
financial statements                   
                                                      
                                        1996    1995   1994
                                                            
Net pension (expense)/income includes                       
the following components
     Service cost                       $  29   $ 179  $ 376
     Interest cost                       (499)   (471)  (361)
     Return on plan assets                788     942     36
     Amortization and deferral          (420)    (630)   246
     Net pension (expense)/income       $(102)   $ 20  $ 297
                                      
                                   
Postretirement Benefits Other Than Pensions

The  Company  sponsors several unfunded defined benefit  postretirement
plans covering all U.S. employees.  The plans provide medical and  life
insurance  benefits and are, depending on the plan, either contributory
or non-contributory.

The Company recognized $4,007 as a termination settlement in 1994 as  a
result of its divestitures.  The settlement was included as part of the
net loss on disposal of discontinued operations.

Net periodic postretirement benefit cost included the following
components:
                                                           
                                    1996     1995    1994
Service  cost-benefits  attributed  $298    $ 357   $ 610
to service during the year
Interest cost on accumulated                        
postretirement benefit obligation    453      548     662
Net amortization and deferral       (205)     (93)    (62)
Net     periodic    postretirement  $546    $ 812  $1,210
benefit cost
                                                    
                                                    
Summary information on the Company's plans as of December 31 is as
follows:
                                                   
                                    1996     1995
Accumulated postretirement benefit                 
obligation:
Retirees and dependents            $(4,029)  $(3,272)
                                   
Fully eligible active plan            (176)     (550)
participants
Other active plan participants      (2,604)   (5,056)
                                   
Accrued   postretirement   benefit  (6,809)   (8,878)
obligation                        
Unrecognized gain from past          
experience  different
from  that assumed and  from        (3,126)     (897)
changes in assumptions            
Accrued postretirement benefit     $(9,935   $(9,775)
cost                              

The  discount  rate used in determining the accumulated  postretirement
benefit  obligation  was  7.5 percent as of December  31,1996  and  7.0
percent  as  of December 31, 1995.  The assumed health care cost  trend
rate   used   in  measuring  the  accumulated  postretirement   benefit
obligation was 8.0 percent in 1996, declining gradually to 5.0  percent
over 4 years, remaining level thereafter.  The assumed health care cost
trend  rate  used  in measuring the accumulated postretirement  benefit
obligation was 7.8 percent in 1995, declining gradually to 5.5% over  8
years, remaining level thereafter.

If  the  health  care cost trend rate assumptions were increased  by  1
percent,  the  accumulated  postretirement  benefit  obligation  as  of
December 31, 1996 would be increased by $862 while the aggregate of the
service  and  interest  cost components of net periodic  postretirement
benefit cost for 1996 would be increased by $121.
Note Q - Business Segment Information

     Industry Segments

The  Company operates in one industry segment.  Using  primarily
membrane   technology,  the Company develops,  manufactures  and
markets products used for analysis and purification.

     Geographical Segments

The  Company operates in the geographical segments indicated  in
the  table below.  Sales are reflected in the segment from which
the  sales  are  made. The Americas segment includes  North  and
South America.  The European region includes Western and Central
Europe,  Russia,  the Middle East and Africa.  The  Asia/Pacific
region   includes  Japan,  Korea,  Taiwan,  Hong  Kong,   China,
Southeast  Asia  and  Australia.  Transfers  between  geographic
areas  are  generally  made at a discount from  local  in-market
price.   Operating profits for each geographical segment exclude
general corporate expenses. Identifiable assets consist of those
assets  utilized within each respective geographic  segment  and
exclude  cash and short-term investments and receivables arising
from  sale  of  businesses, which are  classified  as  corporate
assets.

                          Americas   Europe  Asia/Pacific Eliminations  Total
                                                 
1996                                                                        
Sales:                                                                      
     Unaffiliated         $215,875  $192,838   $208,229       -     $616,942
     customers     
     Unaffiliated export:                                           
          Pacific customers     839                                      839
          European customers    954                                      954

Total unaffiliated          217,668  192,838    208,229       -      618,735

Transfer between areas      112,474   68,535     10,880  (191,889)         -
          Total sales      $330,142  261,373   $219,109 $(191,889)  $618,735
Operating profits           $75,843  $45,341    $13,994         -   $135,178
General corporate expenses                                            (6,455)
Purchased research &                                                 (68,311)
development expenses
Gain on sale of equity                                                 5,329
securities
Interest expense, net                                                 (8,718)
Income from continuing                                              
operations before
income taxes                                                         $57,023
Identifiable assets         $496,742 $ 212,132 $ 142,882 $(215,734) $636,022
Corporate assets                                                      46,870
          Total assets                                              $682,892

1995                                                               
Sales:                                                             
     Unaffiliated customers $202,717 $ 185,402 $ 204,895            $593,014
     Unaffiliated export:                                          
          Pacific customers      553                                     553
          European customers     899                                     899
     Total unaffiliated      204,169   185,402   204,895             594,466

Transfer between areas        95,267    46,602    14,267  (156,136)       -
          Total sales      $ 299,436 $ 232,004 $ 219,162 $(156,136) $594,466
Operating profits          $  75,663 $  33,072 $  20,973            $129,708
                          
General corporate expenses                                           (10,632)
Interest expense, net                                                 (8,941)
Income from continuing                    
operations before income taxes                                     $ 110,135
Identifiable assets        $409,750  $219,681  $174,468 $(301,308) $ 502,591
Corporate assets                                                      28,354
          Total assets                                             $ 530,945


                  Americas   Europe  Asia/Pacific  Eliminations        Total
                                                  
1994                                                                        
Sales:                                                              
Unaffiliated         $180,569    $154,196  $160,781                 $ 495,546
customers            
     Unaffiliated export:                                           
     Pacific customers    806                                             806
     European customers   900                                             900

     Total            182,275     154,196   160,781                   497,252
     unaffiliated
Transfer between areas 77,877      25,767     6,246   (109,890)             -
     Total sales     $260,152    $179,963  $167,027  $(109,890)     $ 497,252
Operating profits     $54,301    $ 23,908   $24,879                 $ 103,088
General corporate expenses                                           (12,429)
Other expense                                                        (10,800)
Interest expense, net                                                 (2,944)
Income from continuing                                              
operations before
income taxes                                                         $ 76,915
Identifiable assets  $341,057     $187,132 $144,890  $(181,285)      $491,794
Corporate assets                                                       45,186
          Total assets                                               $536,980
                                                                    
                                                                    




Report of Independent Accountants

     To the Shareholders and Directors of Millipore Corporation:

We  have  audited  the accompanying consolidated  balance  sheets  of
Millipore  Corporation  as of December 31, 1996  and  1995,  and  the
related consolidated statements of income, shareholders' equity,  and
cash  flows for each of the three years in the period ended  December
31,  1996.  These financial statements are the responsibility of  the
Company'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 consolidated financial position
of  Millipore  Corporation at December 31, 1996  and  1995,  and  the
consolidated results of its operations and its cash flows for each of
the  three  years in the period ended December 31, 1996 in conformity
with generally accepted accounting principles.


Boston, Massachusetts                   Coopers & Lybrand L.L.P.
January 22, 1997


Quarterly Results (Unaudited)

The Company's unaudited quarterly results are summarized
below.

                            First    Second   Third     Fourth     
(In thousands, except per   Quarter  Quarter Quarter  Quarter   Year
share data)                   
1996                                                             
Net sales                  $156,476  $161,928 $148,913 $151,418 $618,735
                           
Cost of sales               61,946     65,412   60,774   61,311  249,443
        Gross profit        94,530     96,516   88,139   90,107  369,292
Selling, general and        50,140     52,059   50,226   49,715  202,140
administrative expenses
Research and development     9,409      9,741    9,610    9,669   38,429
expenses
Purchased research &            -           -        -   68,311   68,311
development expense
Operating income (loss)     34,981     34,716   28,303  (37,588)  60,412

Gain on sale of equity          -           -    2,858    2,471    5,329
securities
Interest income               713         661      660      746    2,780
Interest expense           (2,710)     (2,945)  (2,995)  (2,848) (11,498)
                            
Income (loss)              32,984      32,432   28,826  (37,219)  57,023
before income taxes
Provision benefit for       7,751       7,622    6,774   (8,746)  13,401
income taxes
Net income/(loss)        $ 25,233    $ 24,810  $22,052 $(28,473) $43,622
Per share information                                      
Net income/(loss)          $ 0.57      $ 0.57    $0.51  $ (0.66)  $ 1.00
(loss)
Weighted average common    44,163      43,642   43,335   43,284   43,602
shares outstanding
                                                           
1995                                                       
Net sales                $141,427    $150,508  $147,547 $154,984 $594,466
                           
Cost of sales              58,509      60,779    61,293   63,268  243,849
Gross profit               82,918      89,729    86,254   91,716  350,617
Selling, general and       45,795      49,610    48,842   50,779  195,026
administrative expenses
Research and development    8,513       9,155     9,352    9,495   36,515
expenses
Operating income           28,610      30,964    28,060   31,442  119,076
Interest income               386         337       427      532    1,682
Interest expense           (2,318)     (2,851)   (2,616)  (2,838) (10,623)
                            
        Income before      26,678      28,450    25,871   29,136  110,135
        income taxes
Provision for income taxes  6,003       6,401     5,821    6,556   24,781
        Net income       $ 20,675    $ 22,049  $ 20,050 $ 22,580 $ 85,354
                           
Per share information                                     
        Net income       $   0.45    $   0.49  $   0.45   $ 0.51   $ 1.90
                                             
Weighted average common    45,960      44,998    44,642   44,348   44,985
shares outstanding
                               







              SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549


                           Form 10-K

                         ANNUAL REPORT

                              OF

                     MILLIPORE CORPORATION

          For the Fiscal Year Ended December 31, 1996



                       ****************


                           EXHIBITS


                       ****************








                               
                       INDEX TO EXHIBITS

Exhibit No.    Description                              Tab No.

2.1         Amicon  Worldwide  Purchase   and
            Sale,                                        **
            Agreement,  dated  November   18,
            1996,  dated December  31,  1996,
            as     Amended    by    Amendment
            Agreement,  dated  December   31,
            1996, by and amongCompany and  W.
            R. Grace & Co.-Conn.
2.2         Agreement  and  Plan  of  Merger,
            dated                                        **
            as  of December 16, 1996, by  and
            among   Company  and  its  wholly
            owned       subsidiary       MCTG
            Acquisition   Corp.   and   Tylan
            General, Inc.
3.1         Restated       Articles        of
            Organization,                                1
            as amended May 6, 1996
3.2         By Laws, as amended                          **
4.1         Indenture  dated  as  of  May  3,
            1995,                                        **
            relating   to  the  issuance   of
            $100,000,000 principal amount  of
            Company's 6.78% Senior Notes  due
            2004
10.1        Distribution Agreement, dated  as
            of July 1,                                   2
            1996,  by  and among Company  and
            Fisher  Scientific  Company  (all
            schedules and Exhibits have  been
            omitted;   Company   agrees    to
            furnish  the  Commission  with  a
            copy  of  any  such  schedule  or
            exhibit upon request)
10.2        Revolving    Credit    Agreement,
            dated as of                                  3
            January    22,    1997,     among
            Millipore  Corporation  and   The
            First  National Bank  of  Boston,
            ABM  AMRO  Bank N.V. and  certain
            other  lending institutions which
            are or become parties thereto
10.3        Shareholder   Rights   Agreement,
            dated as of                                  **
            April     15,    1988,    between
            Millipore and The First  National
            Bank of Boston
10.4        Long    Term   Restricted   Stock
            (Incentive) Plan                             **
            for Senior Management

**          Incorporated by Reference to a prior  filing  with
            the Commission
Exhibit No.    Description                              Tab No.

10.5        1985 Combined Stock Option Plan              **
10.6        Supplemental     Savings      and
            Retirement Plan                              **
            for  Key  Salaried  Employees  of
            Millipore Corporation
10.7        Executive Termination Agreement              **
10.8        Executive   "Sale  of   Business"
            Incentive                                    **
            Termination Agreements
10.9        1995   Employee  Stock   Purchase
            Plan                                         **
10.10       1995 Management Incentive Plan               **
11          Computation    of    Per    Share
            Earnings                                     4
21          Subsidiaries of Millipore                    5
23          Consent   of  Coopers  &  Lybrand
            L.L.P.                                       6
24          Power of Attorney                            7

**          Incorporated by Reference to a prior  filing  with
            the Commission

                     Millipore Corporation
                          Exhibit 11
               Computation of Earnings Per Share
             (In Thousands Except Per Share Data)
                               
                               
                               
                                    Years Ended December 31,
Calculation of shares:        1996         1995          1994
Weighted average of shares                               
outstanding during the year   43,602 (b)   44,985 (b)    54,726 (b)
                                                         
Shares outstanding from                                  
 assumed exercise of stock    2,831        3,129         4,325
option
                                                         
(Treasury Method)             (1,494)      (1,736)         (2,969)

(NQ tax benefit)                  (452)         (465)        (438)

Weighted average shares and                              
 common stock equivalents                                
 outstanding during the year  44,487 (a)   45,913 (a)    55,644 (a)
                                                         
 Additional shares assumed                               
 exercised with full                 -            -             -
dilution
                                                         
Weighted average of shares
 used in calculation of
fully
 diluted earnings per share    44,487 (a)   45,913 (a)   55,644 (a)
                                                         
Net Income                    $ 43,622     $ 85,354      $56,209
                                                         
Earnings per common share as                             
 reported in  the                                        
Consolidated
 Financial Statements         $    1.00    $    1.90     $   1.03
                                                         
Primary earnings per common   $    0.98    $    1.86     $   1.01 (a)
share                         (a)          (a)
                                                         
Net fully diluted earnings                               
per common share              $    0.98    $    1.86     $   1.01 (a)
                              (a)          (a)
                                                         

(a)  These calculations are submitted in accordance with Securities
Exchange Act of 1934 Release N. 9083 although not required by APB
No. 15 because they result in dilutions of less than 3%.
 (b)  Represents weighted average of shares outstanding used in the
earnings per share calculations.  Common stock equivalents for
1996, 1995, and 1994 were not included in the weighted average
share computation as they were less than 3% dilutive


                          Exhibit 21
             Subsidiaries Of Millipore Corporation
Pursuant  to Item 601, Paragraph 21, clause (ii) of Regulation
S-K,the  following list excludes subsidiaries who  conduct  no
business operations or which have no significant assets.
Company Name                            Jurisdiction of
Organization
Millipore Asia Ltd.                          Delaware
  Millipore Korea Ltd.                       Korea
Millipore Cidra, Inc.                        Delaware
Millipore Intertech, (V.I.), Inc.            U.S. Virgin Is.
Millipore (Canada) Ltd.                      Canada
  Amicon Canada Limited                      Canada
Millipore S.A. de C.V.                       Mexico
Millipore GesmbH                             Austria
  Millipore Kft                              Hungary
  Millipore S.R.O.                           Czech Republic
Millipore Investment Holdings Ltd.           Delaware
 Millipore International Holding Company B.V.     Netherlands
  Millipore Japan Company L.L.C.            Delaware
     Nihon Millipore Limited                 Japan
  Millipore S.A./N.V.                       Belgium
  Millipore (U.K.) Ltd.                     United Kingdom
    Amicon Limited                          United Kingdom
  Millipore S.A.                            France
    Prochrom S.A.                           France
     Prochrom Recherche et Development S.A. France
     Prochrom, Inc.                         Indiana
     Prochrom OY                            Finland
  Millipore Ireland B.V.                    Netherlands
    Millipore Dublin International Finance Company Ireland
  Millipore GmbH                            West Germany
    Amicon GmbH                             West Germany
  Millipore S.p.A.                          Italy
  Millipore A.B.                            Sweden
  Millipore AS                              Norway
  Millipore A.G.                            Switzerland
  Millipore A/S                             Denmark
  Millipore Australia Pty. Ltd.             Australia
  Millipore Iberica S.A.                    Spain
  Millipore I.E.C., Ltda.                   Brazil
  Millipore OY                              Finland
  Millipore B.V.                            The Netherlands
  Millipore China Ltd.                      Hong Kong
  
                      Exhibit 21 [Cont'd]
Millipore Pacific Limited                    Delaware
 Millipore (Suzhou) Filter Company Limited   Peoples Republic of
China
Millicorp, Inc.                              Delaware
Minerva Insurance Corp. Ltd.                 Bermuda
Tylan General, Inc.                          Delaware
  Tylan General GmbH                         Germany
  Tylan General U.K. Ltd.                    United Kingdom
  TG SARL                                    France
  Tylan General K.K.                         Japan
  TG Korea Ltd.                              Korea
  Span Instruments, Inc.                     Texas
     Ocala, Inc.                             Texas
     Span Instruments Singapore, Pte. Ltd.   Singapore
Vermeer                                      Ireland



                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                          EXHIBIT 23
                               
              Consent of Independent Accountants
              CONSENT OF INDEPENDENT ACCOUNTANTS







  We consent to the incorporation by reference in the registration
statements  of  Millipore Corporation on Form S-8  (File  Nos.  2-
91432, 2-72124, 2-85698, 2-97280, 33-37319, 33-37323, 33-59005, 33-
10801,  33-11-790), on Form S-3 (File Nos. 2-84252,  33-9706,  33-
22196, 33-47213) and on Form S-4 (File No. 33-58117) of our report
dated January 22, 1997 on our audits of the consolidated financial
statements  of Millipore Corporation as of December 31,  1996  and
1995,  and for the years ended December 31, 1996, 1995, and  1994,
which report is incorporated by reference in this Annual Report on
Form 10-K.





COOPERS & LYBRAND L.L.P.



Boston, Massachusetts
March 7, 1997
                               
                               
                          EXHIBIT 24
                               
                       Power of Attorney
                               


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Directors and Officers of Millipore Corporation (the
"Corporation"), do hereby constitute and appoint C. William Zadel
and Jeffrey Rudin and each of them individually, their true and
lawful attorneys and agents to execute on behalf of the
Corporation the Form 10-K Annual Report of the Corporation for
the fiscal year ended December 31, 1996, and all such additional
instruments related thereto which such attorneys and agents may
deem to be necessary and desirable to enable the Corporation to
comply with the requirements of the Securities Exchange Act of
1934, as amended, and any regulations, orders, or other
requirements of the United States Securities and Exchange
Commission thereunder in connection with the preparation and
filing of said Form 10-K Annual Report, including specifically,
but without limitation of the foregoing, power and authority to
sign the names of each of such Directors and Officers on his
behalf, as such Director or Officer, as indicated below to the
said Form 10-K Annual Report or documents filed or to be filed as
a part of or in connection with such Form 10-K Annual Report; and
each of the undersigned hereby ratifies and confirms all that
said attorneys and agents shall do or cause to be done by virtue
thereof.


SIGNATURE                TITLE                    DATE



/s/C. William Zadel      Chairman, President      March 7, 1997
C. William Zadel         Chief Executive Officer
                         and Director



/s/Charles D. Baker      Director                 March 7, 1997
Charles D. Baker



/s/Samuel C. Butler      Director                 March 7, 1997
Samuel C. Butler



/s/Robert E. Caldwell         Director            March 7, 1997
1997
Robert E. Caldwell



/s/Maureen A. Hendricks  Director                 March 7, 1997
Maureen A. Hendricks



/s/Mark Hoffman          Director                 March 7, 1997
Mark Hoffman



/s/Steven Muller         Director                 March 7, 1997
Steven Muller



/s/Thomas O. Pyle        Director                 March 7, 1997
Thomas O. Pyle



/s/John F. Reno          Director                 March 7, 1997
John F. Reno



                               

EX-3

              THE COMMONWEALTH OF MASSACHUSETTS
                              
                   MICHAEL JOSEPH CONNOLLY
                     Secretary of State
           ONE ASHBURTON PLACE, BOSTON, MASS 02108
                              
                                                     Federal
Identification
                                        No. 04-2170233

              RESTATED ARTICLES OF ORGANIZATION
                              
           General Laws, Chapter 158B, Section 74
                              
      This certificate must be submitted to the Secretary of
the  Commonwealth within sixty days after the  date  of  the
vote  of  stockholders  adopting the  restated  articles  of
organization.   The  fee  for  filing  this  certificate  is
prescribed by General Laws, Chapter 156B, Section 114.  Make
check payable to the Commonwealth of Massachusetts.

                    _________________

We,   John  G.  Mulvany,  President,  and  Geoffrey   Nunes,
Assistant Clerk of

                    MILLIPORE CORPORATION
                              
located  at 80 Ashby Road, Bedford, Massachusetts  01730  do
hereby  certify  that  the  following  restatement  of   the
articles of organization of the corporation was duly adopted
at  a  meeting  held on May 2, 1985, by vote  of  10,072,345
shares of Common out of 13,773,701 shares outstanding, being
at  least two-thirds of each class of stock outstanding  and
entitled  to  vote  and of each class  or  series  of  stock
adversely affected thereby -

     1.   The name by which the corporation shall be known
is Millipore Corporation.

      2.    The purposes for which the corporation is formed
are as follows:

To manufacture, develop, buy, sell, assemble, install and in
any way deal in and with all kinds of filters and filtration
and  sterilization systems and products  and  all  kinds  of
laboratory  equipment and accessories; to carry on  research
in  the  compounding  of chemicals  and  in  the  fields  of
concentrating,   sterilizing,   culturing   and    filtering
microscopic and sub-microscopic particles in and from liquid
and  gaseous  systems and to use, manufacture and  sell  any
products  or processes which may result from such  research;
to  use,  manufacture, develop, buy, sell, assemble, install
and otherwise deal in and with tangible personal property of
all  kinds and description; to purchase or otherwise acquire
all  patents, patent rights, privileges, trade marks,  trade
names and privileges of any country which might seem capable
of being used for or in connection with any of the


                  See Continuation Sheet 2A
                              
      3.   The total number of shares and the par value,  if
any,  of  each  class  of  stock which  the  corporation  is
authorized to issue as follows:

               WITHOUT PAR VALUE             WITH PAR VALUE
CLASS OF STOCK NUMBER OF SHARES    NUMBER OF SHARES    PAR VALUE

Preferred            NONE
NONE

Common               NONE               40,000,000
$1.00


     *4.  If more than one class is authorized, a description of
each of the different classes of stock with, if any, the
preferences, voting powers, qualifications, special or relative
rights or privileges as to each class thereof and any series now
established:

          NONE

     *5.  The restrictions, if any, imposed by the articles of
organization upon the transfer of shares of stock of any class are
as follows:

          NONE

     *6.  Other lawful provisions, if any, for the conduct and
regulation of the business and affairs of the corporation, for its
voluntary dissolution, or for limiting, deriving, or regulating
the powers of the corporation, or of its directors or
stockholders, or any class of stockholders:

          The Directors may make, amend or repeal the By-Laws in
whole or in part, except with respect to any provision thereof
which by law or by the By-Laws requires action by the
Stockholders.

          Meetings of the Stockholders may be held anywhere in the
United States.

*if there are no such provisions, state "None".



                    Continuation Sheet 2A
                              
objects or purposes of this corporation, and to grant licenses for
the  use  of  and  to sell or otherwise dispose of  such  patents,
patent  rights,  trade marks, trade names and  privileges  in  any
country;  to  carry on any business permitted by the  law  of  the
Commonwealth of Massachusetts to a corporation organized under the
Business  Corporation  Law;  and  to  do  each  and  every   thing
necessary, suitable or proper for the accomplishment of any of the
purposes  or  the  attainment of any one or more  of  the  objects
herein  enumerated or which shall at any time appear conducive  to
or expedient for this corporation.


*We  further  certify  that  the foregoing  restated  articles  of
organization  effect no amendments to the articles of organization
of the corporation as heretofore amended, except amendments to the
following articles - Article 3.

(*if there are no such amendments, state "None".)


         Briefly describe amendments in space below:

Article  3.   Amended  to  increase the  authorized  capital  from
20,000,000  shares of Common Stock, $1.00 Par Value, to 40,000,000
shares of Common Stock, $1.00 Par Value.

IN  WITNESS  WHEREOF AND UNDER THE PENALTIES OF PERJURY,  we  have
hereto signed our names this 6th day of June in the year 1985.

John G. Mulvany, President

Geoffrey Nunes, Assistant Clerk



              THE COMMONWEALTH OF MASSACHUSETTS
                              
              RESTATED ARTICLES OF ORGANIZATION
          (General Laws, Chapter 156B, Section 74)
                              
I hereby approve the within restated articles of organization
and the filing fee in the amount of $10,150.00 having been paid,
     said articles are deemed to have been filed with me
                this 11th day of June, 1985.
                              
                              
                        MICHAEL JOSEPH CONNOLLY
                     Secretary of State
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
               TO BE FILLED IN BY CORPORATION
                              
 Photo Copy of Restated Articles of Organization to be Sent
                              
               TO:  Peter W. Walcott, Esquire
                    Millipore Corporation
                        80 Ashby Road
                      Bedford, MA 01730
                 Telephone - 275-9200, X8496
                              
                              
                              
                              
                              
                              
                              
                              
                              
              THE COMMONWEALTH OF MASSACHUSETTS
                              
                   MICHAEL JOSEPH CONNOLLY
                              
                     Secretary of State
                              
          ONE ASHBURTON PLACE, BOSTON, MASS.  02108
                              
                                                           Federal
Identification
                                             No. 04-21702333

                    ARTICLES OF AMENDMENT
           General Laws, Chapter 156B, Section 72
                              
This  certificate  must  be submitted  to  the  Secretary  of  the
Commonwealth  within  sixty days after the date  of  the  vote  of
stockholders  adopting the amendment.  The  fee  for  filing  this
certificate  is prescribed by General Laws, Chapter 156B,  Section
114.
Make check payable to the Commonwealth of Massachusetts.

We,  John  A.  Gilmartin, President and Geoffrey Nunes,  Assistant
Clerk  of Millipore Corporation located at 80 Ashby Road, Bedford,
MA  01730  do hereby certify that the following amendment  to  the
articles of organization of the corporation was duly adopted at  a
meeting  held  on April 24, 1986, by vote of 9,835,427  shares  of
common stock out of 13,860,217 shares outstanding, being at  least
a majority of each class outstanding and entitled to vote thereon.

Note:   If the space provided under any Amendment or item on  this
form  is insufficient, additions shall be set forth on separate  8
1/2 x 11 sheets of paper leaving a left hand margin of at least  1
inch  for  binding.  Additions to more than one Amendment  may  be
continued  on single sheet of paper leaving a left hand margin  of
at least 1 inch for binding.  Additions to more than one Amendment
may  be  continued  on a single sheet so long  as  each  Amendment
requiring each such addition is clearly indicated.


FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:

The  total amount of capital stock already authorized is  40
Million shares common with par value.

The  amount  of  additional capital stock authorized  is  80
Million shares common with par value.

Voted:That  the  increase  in this Corporation's  authorized
      capital  stock  to 80 million shares of common  stock,
      par  value $1.00 per share, and the amendment  of  the
      Articles  of  Organization to reflect  such  increase,
      all  as  adopted  by  the Board of Directors,  and  as
      described   in   full   in  the  Corporation's   Proxy
      Statement,  dated March 17, 1986, be,  and  it  hereby
      is, approved and adopted.




      The  foregoing  amendment will become  effective  when
these  articles  of amendment are filed in  accordance  with
Chapter  156B,  Section 6 of The General Laws  unless  these
articles  specify, in accordance with the vote adopting  the
amendment, a later effective date not more than thirty  days
after  such filing, in which event the amendment will become
effective on such later date.

IN  WITNESS  WHEREOF AND UNDER THE PENALTIES OF PERJURY,  we
have  hereto  signed our names this 9th day of May,  in  the
year 1986.

John A. Gilmartin, President

Geoffrey Nunes, Assistant Clerk



              THE COMMONWEALTH OF MASSACHUSETTS
                              
                    ARTICLES OF AMENDMENT
          (General Laws, Chapter 156B, Section 72)
                              
   I hereby approve the within articles of amendment and,
the filing fee in the amount of $20,000.00 having been paid,
  said articles are deemed to have been filed with me this
                            12th
                      day of May, 1986.
                              
                              
                              
                                   MICHAEL JOSEPH CONNOLLY
                                   Secretary of State











               TO BE FILLED IN BY CORPORATION
             Photo Copy of Amendment to be Sent
                             to:
                              
                  Peter W. Walcott, Esquire
                    Millipore Corporation
                        80 Ashby Road
                      Bedford, MA 01730
             Telephone (617) 275-9200, Ext. 8496
                              
              THE COMMONWEALTH OF MASSACHUSETTS
                              
                   MICHAEL JOSEPH CONNOLLY
                              
                     Secretary of State
                              
          ONE ASHBURTON PLACE, BOSTON, MASS.  02108
                              
                                                           Federal
Identification
                                             No. 04-21702333

                    ARTICLES OF AMENDMENT
           General Laws, Chapter 156B, Section 72
                              
This  certificate  must  be submitted  to  the  Secretary  of  the
Commonwealth  within  sixty days after the date  of  the  vote  of
stockholders  adopting the amendment.  The  fee  for  filing  this
certificate  is prescribed by General Laws, Chapter 156B,  Section
114.
Make check payable to the Commonwealth of Massachusetts.

We,   John  A.  Gilmartin,  President  and  Geoffrey  Nunes,
Assistant Clerk of Millipore Corporation located at 80 Ashby
Road, Bedford, MA 01730 do hereby certify that the following
amendment to the articles of organization of the corporation
was  duly  adopted at a meeting held on April 23,  1987,  by
vote  of 19,548,103 shares of Common Stock out of 28,172,481
shares outstanding, being at least two-thirds of each  class
outstanding and entitled to vote thereon and of  each  class
or  series  of  stock  whose rights are  adversely  affected
thereof.

Note:   If the space provided under any Amendment or item on  this
form  is insufficient, additions shall be set forth on separate  8
1/2 x 11 sheets of paper leaving a left hand margin of at least  1
inch  for  binding.  Additions to more than one Amendment  may  be
continued  on single sheet of paper leaving a left hand margin  of
at least 1 inch for binding.  Additions to more than one Amendment
may  be  continued  on a single sheet so long  as  each  Amendment
requiring each such addition is clearly indicated.

To  add  to Article 6 of the corporation's Restated Articles
of Organization the following new paragraph (c):

     (c)  No director of the corporation shall be personally
liable  to the corporation or its stockholders for  monetary
damages  for breach of fiduciary duty as a director  to  the
extent  provided  by  applicable  law  notwithstanding   any
provision of law imposing such liability; provided, however,
that this Article 6(c) shall not eliminate the liability  of
a  director  9I)  for any breach of the director's  duly  of
loyalty  to  the corporation or its stockholders,  (ii)  for
acts  or  omissions  not  in good  faith  or  which  involve
intentional misconduct or a knowing violation of law,  (iii)
under  Section 61 or 62 of the Business Corporation  Law  of
The   Commonwealth  of  Massachusetts,  or  (iv)   for   any
transaction  from  which the director derived  any  improper
personal benefit.  The foregoing provisions of this  Article
6(c) shall not eliminate the liability of a director for any
act  or  omission occurring prior to the date on which  this
Article  6(c) becomes effective.  No amendment to or  repeal
of  this  Article 6(c) shall apply to or have any effect  on
the  liability or alleged liability of any director  of  the
corporation for or with respect to any acts or omissions  of
such director occurring prior to such amendment or repeal.



      The  foregoing  amendment will become  effective  when
these  articles  of amendment are filed in  accordance  with
Chapter  156B,  Section 6 of the General Laws  unless  there
articles  specify, in accordance with the vote adopting  the
amendment, a later effective date not more than thirty  days
after  such filing, in which event the amendment will become
effective on such later date.

IN  WITNESS  WHEREOF AND UNDER THE PENALTIES OF PERJURY,  we
have  hereto signed our names this 15th day of May,  in  the
year 1987.

John A. Gilmartin, President

Geoffrey Nunes, Assistant Clerk


              THE COMMONWEALTH OF MASSACHUSETTS
                              
                    ARTICLES OF AMENDMENT
          (General Laws, Chapter 156B, Section 72)
                              
   I hereby approve the within articles of amendment and,
  the filing fee in the amount of $75.00 having been paid,
                            said
articles are deemed to have been filed with me this 22nd day
                        of May, 1987.
                              
                              
                              
                              MICHAEL JOSEPH CONNOLLY
                              Secretary of State










               TO BE FILLED IN BY CORPORATION
             Photo Copy of Amendment to be Sent
                              
                             To:
                              
                   Peter W. Walcott, Esq.
                    MILLIPORE CORPORATION
                        80 Ashby Road
                      Bedford, MA 01730
                  Telephone (617) 275-9200
              THE COMMONWEALTH OF MASSACHUSETTS
                              
                   MICHAEL JOSEPH CONNOLLY
                     Secretary of State
                              
                     ONE ASHBURTON PLACE
                     BOSTON, MASS. 02108
                                                     Federal
Identification
                                             No. 042170233

                         ARTICLES OF
        MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
     Pursuant to General Laws, Chapter 156B, Section 82
                              
The fee for filing this certificate is prescribed by General
                            Laws,
                 Chapter 156B, Section 114.
   Make check payable to the Commonwealth of Massachusetts
                              

We,  Geoffrey  Nunes and Patricia A. Powers, Vice  President
and  Assistant  Clerk  of  Millipore Corporation,  organized
under the laws of Massachusetts and herein called the parent
corporation, do hereby certify as follows:

      1.   That the subsidiary corporation to be merged into
the parent corporations is as follows:
                                    State of            Date
of
            Name                                Organization
Organization
Dynamic     Solutions    Corporation              California
10/23/81


      2.    That the parent corporation owns at least ninety
per  cent  of  the outstanding shares of each class  of  the
stock  of each subsidiary corporation to be merged into  the
parent corporation.

      3.    That  in  the  case of each of  the  above-named
corporations  the laws of the state of its organization,  if
other  than Massachusetts, permit the merger herein provided
for and that all action required under the laws of each such
state  in  connection with this merger has been duly  taken.
(If  all  the corporations are organized under the  laws  of
Massachusetts   and  if  General  Laws,  Chapter   156B   is
applicable to them, then Paragraph 3 may be deleted).

      4.    That at a meeting of the directors of the parent
corporation  the following vote, pursuant to subsection  (a)
of General Laws, Chapter 156B, Section 82, was duly adopted:

              VOTES OF MILLIPORE BOARD MEETING
                        BOARD MEETING
                      February 17, 1989
                              

VOTED:  That  the President and the other officers  of  this
        Corporation   hereby  are  authorized  together   or
        singly  to effect the merger of Millipore's  wholly-
        owned   subsidiary,  Dynamic  Solutions  Corporation
        into Millipore Corporation; and further

VOTED:  That  in  connection  with this  merger  of  Dynamic
        Solutions  Corporation  with Millipore  Corporation,
        the  Officers  of this Corporation hereby  are,  and
        each  of them singly is, authorized to take all such
        action  and  to execute and deliver such  documents,
        instruments,   and  opinions  as   they   in   their
        discretion  may  deem necessary  or  appropriate  to
        carry  out  the intent of these resolutions  and  to
        effectuate said merger.



NOTE:   Votes  for  which the space provided  above  is  not
sufficient  should be set out on continuation sheets  to  be
numbered 2A, 2B, etc.  Continuation sheets must have a left-
hand  margin 1 inch wide for binding.  Only one side  should
be used.
                              
                              
      5.   The effective date of the merger as specified  in
the vote set out under Paragraph 4 is March 31, 1989.

      6.    (This  Paragraph 6 may be deleted if the  parent
corporation  is  organized under the laws of Massachusetts).
The parent corporation hereby agrees that it may be sued  in
the  Commonwealth of Massachusetts for any prior  obligation
of  any  subsidiary corporation organized under the laws  of
Massachusetts  with which is has merged, and nay  obligation
hereafter incurred by the parent corporation, including  the
obligation  created  by  subsection  (e)  of  General  Laws,
Chapter  156B, Section 82, so long as any liability  remains
outstanding   against   the  parent   corporation   in   the
Commonwealth  of  Massachusetts and  it  hereby  irrevocably
appoints  the Secretary of the commonwealth as its agent  to
accept  service of process for the enforcement of  any  such
obligations, including taxes, in the same manner as provided
in Chapter 181.

     IN WITNESS WHEREOF and under the penalties of perjury
we have hereto signed our names this 30th day of March,
1989.

Geoffrey Nunes, Vice President

Patricia A. Powers, Assistant Clerk

                COMMONWEALTH OF MASSACHUSETTS
  ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
          (General Laws, Chapter 156B, Section 82)
                              
                              
I hereby approve the within articles of merger of parent and
subsidiary corporations and, the filing fee in the amount of
$250.00 having been paid, said particles are deemed to have
been filed with me this 31st day of March, 1989.


                              MICHAEL JOSEPH CONNOLLY
                              Secretary of State













               TO BE FILLED IN BY CORPORATION
               Photo Copy of Merger To Be Sent
                              
                              
                             TO:
                              
                    Millipore Corporation
                        80 Ashby Road
                      Bedford, MA 01730
                  Telephone (617) 275-9200
                    Attn:  Geoffrey Nunes
              THE COMMONWEALTH OF MASSACHUSETTS
                              
                   MICHAEL JOSEPH CONNOLLY
                     Secretary of State
                              
                     ONE ASHBURTON PLACE
                     BOSTON, MASS. 02108
                                                     Federal
Identification
                                             No. 042170233

                         ARTICLES OF
        MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
     Pursuant to General Laws, Chapter 156B, Section 82
                              
The fee for filing this certificate is prescribed by General
                            Laws,
                 Chapter 156B, Section 114.
   Make check payable to the Commonwealth of Massachusetts
                              

We,  John  A.  Gilmartin and Geoffrey Nunes,  President  and
Assistant  Clerk  of Millipore Corporation, organized  under
the  laws  of  Massachusetts and herein  called  the  parent
corporation, do hereby certify as follows:

      1.   That the subsidiary corporation to be merged into
the parent corporations is as follows:

                         State of       Date of
     Name                Organization        Organization
   Waters Associates, Inc.         Delaware       January 2,
1962


      2.    That the parent corporation owns at least ninety
per  cent  of  the outstanding shares of each class  of  the
stock  of each subsidiary corporation to be merged into  the
parent corporation.

      3.    That  in  the  case of each of  the  above-named
corporations  the laws of the state of its organization,  if
other  than Massachusetts, permit the merger herein provided
for and that all action required under the laws of each such
state  in  connection with this merger has been duly  taken.
(If  all  the corporations are organized under the  laws  of
Massachusetts   and  if  General  Laws,  Chapter   156B   is
applicable to them, then Paragraph 3 may be deleted).

      4.    That at a meeting of the directors of the parent
corporation  the following vote, pursuant to subsection  (a)
of General Laws, Chapter 156B, Section 82, was duly adopted:

VOTED: That  it  is  in  the  best  interests  of  MILLIPORE
       CORPORATION  to dissolve its wholly-owned subsidiary,
       WATERS  ASSOCIATES, INC., a Delaware corporation,  by
       the  merger of the said WATERS ASSOCIATES, INC.  into
       MILLIPORE CORPORATION, with MILLIPORE CORPORATION  to
       be  the  surviving corporation; said merger to become
       effective December 31, 1989.





NOTE:   Votes  for  which the space provided  above  is  not
sufficient  should be set out on continuation sheets  to  be
numbered 2A, 2B, etc.  Continuation sheets must have a left-
hand  margin 1 inch wide for binding.  Only one side  should
be used.
                              
     5.   The effective date of the merger specified in the
vote set out under Paragraph 4 is December 31, 1989.

     IN WITNESS WHEREOF and under the penalties of perjury
we have hereto signed our names this 27th day of December,
1989.

John A. Gilmartin, President

Geoffrey Nunes, Assistant Clerk

                COMMONWEALTH OF MASSACHUSETTS
                              
  ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
          (General Laws, Chapter 156B, Section 82)
                              
                              
     I hereby approve the within articles of merger of
parent and subsidiary corporations and, the filing fee in
the amount of $250.00 having been paid, said articles are
deemed to have been filed with me this 28th day of December,
1989.

Effective Date:  December 31, 1989      MICHAEL JOSEPH
CONNOLLY
                              Secretary of State















               TO BE FILLED IN BY CORPORATION
               Photo Copy of Merger to be Sent
                              
                 TO:  Peter W. Walcott, Esq.
                    Millipore Corporation
                        80 Ashby Road
                      Bedford, MA 01730
                  Telephone (617) 275-9200
              THE COMMONWEALTH OF MASSACHUSETTS
                              
                   MICHAEL JOSEPH CONNOLLY
                     Secretary of State
                              
                     ONE ASHBURTON PLACE
                     BOSTON, MASS. 02108
                                                     Federal
Identification
                                             No. 042170233

                         ARTICLES OF
        MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
     Pursuant to General Laws, Chapter 156B, Section 82
                              
The fee for filing this certificate is prescribed by General
                            Laws,
                 Chapter 156B, Section 114.
   Make check payable to the Commonwealth of Massachusetts
                              

We,  John  A.  Gilmartin and Geoffrey Nunes,  President  and
Assistant  Clerk  of Millipore Corporation, organized  under
the  laws  of  Massachusetts and herein  called  the  parent
corporation, do hereby certify as follows:

     1.   That the subsidiary corporation(s) to be merged
into the parent corporations is as follows:

                         State of       Date of
     Name                Organization        Organization
MILLIPORE SECURITIES     Massachusetts         3/16/82
       CORPORATION


     2.   That the parent corporation owns at least ninety
per cent of the outstanding shares of each class of the
stock of each subsidiary corporation to be merged into the
parent corporation.

     3.   That in the case of each of the above-named
corporations the laws of the state of its organization, if
other than Massachusetts, permit the merger herein provided
for and that all action required under the laws of each such
state in connection with this merger has been duly taken.
(If all the corporations are organized under the laws of
Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted).

     4.   That at a meeting of the directors of the parent
corporation the following vote, pursuant to subsection (a)
of General Laws, Chapter 156B, Section 82, was duly adopted:

VOTED:       That  it  is in the best interest of  MILLIPORE
             CORPORATION   to   dissolve  its   wholly-owned
             subsidiary,  MILLIPORE SECURITIES  CORPORATION,
             a  Massachusetts corporation, by the merger  of
             the  said MILLIPORE SECURITIES CORPORATION into
             MILLIPORE     CORPORATION,    with    MILLIPORE
             CORPORATION  to  be the surviving  corporation;
             said  merger  to  become  effective  upon   the
             filing   of   Articles  of  Merger   with   the
             Secretary     of     the    Commonwealth     of
             Massachusetts.


     5.   The effective date of the merger as specified in
the vote set out under Paragraph 4 is

     6.   (This Paragraph 6 may be deleted if the parent
corporation is organized under the laws of Massachusetts).
The parent corporation hereby agrees that it may be used in
the Commonwealth of Massachusetts for any prior obligation
of any subsidiary corporation organized under the laws of
Massachusetts with which it has merged, and any obligation
hereafter incurred by the parent corporation, including the
obligation created by subsection (e) of General Laws,
Chapter 156B, Section 82, so long as any liability remains
outstanding against the parent corporation in the
Commonwealth of Massachusetts and it hereby irrevocably
appoints the Secretary of the Commonwealth as its agent to
accept service of process for the enforcement of any such
obligations, including taxes, in the same manner as provided
in Chapter 181.

     IN WITNESS WHEREOF and under the penalties of perjury
we have hereto signed our names this 14th day of November,
1991.

John A. Gilmartin, President

Geoffrey Nunes, Assistant Clerk



                COMMONWEALTH OF MASSACHUSETTS
                              
  ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
          (General Laws, Chapter 156B, Section 82)
                              
                              
     I hereby approve the within articles of merger of
parent and subsidiary corporations and, the filing fee in
the amount of $250.00 having been paid, said articles are
deemed to have been filed with me this 21st day of November,
1991.


                              MICHAEL JOSEPH CONNOLLY
                              Secretary of State















               TO BE FILLED IN BY CORPORATION
               Photo Copy of Merger to be Sent
                              
                              
               To:  Peter W. Walcott, Esquire
                    Millipore Corporation
                        80 Ashby Road
                      Bedford, MA 01730
             Telephone (617) 275-9200, Ext. 8496
              THE COMMONWEALTH OF MASSACHUSETTS
                              
                   MICHAEL JOSEPH CONNOLLY
                     Secretary of State
                              
                     ONE ASHBURTON PLACE
                     BOSTON, MASS. 02108
                                                     Federal
Identification
                                             No. 042170233

                         ARTICLES OF
        MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
     Pursuant to General Laws, Chapter 156B, Section 82
                              
The fee for filing this certificate is prescribed by General
                            Laws,
                 Chapter 156B, Section 114.
   Make check payable to the Commonwealth of Massachusetts
                              

We,  John  A.  Gilmartin and Geoffrey Nunes,  President  and
Assistant  Clerk  of Millipore Corporation, organized  under
the  laws  of  Massachusetts and herein  called  the  parent
corporation, do hereby certify as follows:

     1.   That the subsidiary corporation to be merged into
the parent corporation is as follows:

                              State of       Date of
     Name                     Organization
Organization
SEQUEMAT, INC.                     Massachusetts  5/15/73


     2.   That the parent corporation owns at least ninety
per cent of the outstanding shares of each class of the
stock of each subsidiary corporation to be merged into the
parent corporation.

     3.   That in the case of each of the above-named
corporations the laws of the state of its organization, if
other than Massachusetts, permit the merger herein provided
for and that all action required under the laws of each such
state in connection with this merger has been duly taken.
(If all the corporations are organized under the laws of
Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted).



     4.   That at a meeting of the directors of the parent
corporation the following vote, pursuant to subsection (a)
of General Laws, Chapter 156B, Section 82, was duly adopted:

VOTED:   That it is in the best interests of Millipore
         Corporation to dissolve its wholly-owned
         subsidiary, Sequemat, Inc., a Massachusetts
         corporation, by the merger of Sequemat, Inc. into
         Millipore Corporation, with Millipore Corporation
         to be the surviving corporation, said merger to
         become effective upon the filing of the Articles
         of Merger with the Secretary of State of the
         Commonwealth of Massachusetts.



     5.   The effective date of the merger as specified in
the vote under Paragraph 1 is upon the filing of the
Articles of Merger.

IN WITNESS WHEREOF and under the penalties of perjury we
have hereto signed our names this 90th day of September,
1993.

John A. Gilmartin, President

Geoffrey Nunes, Assistant Clerk
                COMMONWEALTH OF MASSACHUSETTS
                              
  ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
          (General Laws, Chapter 156B, Section 82)
                              
     I hereby approve the within articles of merger of
parent and subsidiary corporation and, the filing fee in the
amount of $250.00 having been paid, said articles are deemed
to have been filed with me this 15th day of September, 1993.

                              MICHAEL JOSEPH CONNOLLY
                              Secretary of State

















               TO BE FILLED IN BY CORPORATION
               Photo Copy of Merger to be Sent
                              
           TO:  Cynthia A. Bacon, Legal Assistant
                    Millipore Corporation
                80 Ashby Road, Mail Stop E10D
                      Bedford, MA 01730
             Telephone (617) 275-9200, Ext. 2043
                              
                THE COMMONWEALTH OF MASSACHUSETTS
                              
                   MICHAEL JOSEPH CONNOLLY
                     Secretary of State
                              
                     ONE ASHBURTON PLACE
                     BOSTON, MASS. 02108
                                                     Federal
Identification
                                             No. 042170233

                         ARTICLES OF
        MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
     Pursuant to General Laws, Chapter 156B, Section 82
                              
The fee for filing this certificate is prescribed by General
                            Laws,
                 Chapter 156B, Section 114.
   Make check payable to the Commonwealth of Massachusetts
                              

We,  Geoffrey  Nunes and Patricia A. Powers, Vice  President
and  Assistant  Clerk  of  Millipore Corporation,  organized
under the laws of Massachusetts and herein called the parent
corporation, do hereby certify as follows:

      1.    That the subsidiary corporation(s) to be  merged
into the parent corporations is as follows:

                         State of       Date of
     Name                Organization        Organization
Waters Puerto Rico, Inc.      Delaware       12/23/76


     2.   That the parent corporation owns at least ninety
per cent of the outstanding shares of each class of the
stock of each subsidiary corporation to be merged into the
parent corporation.

     3.   That in the case of each of the above-named
corporations the laws of the state of its organization, if
other than Massachusetts, permit the merger herein provided
for and that all action required under the laws of each such
state in connection with this merger has been duly taken.
(If all the corporations are organized under the laws of
Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted).
     4.   That at a meeting of the directors of the parent
corporation the following vote, pursuant to subsection (a)
of General Laws, Chapter 156B, Section 82, was duly adopted:

VOTED:  That it is in the best interests of this
        Corporation that its wholly-owned subsidiary,
        Waters Puerto Rico, Inc. be liquidated and
        dissolved by the merger of Waters Puerto Rico, Inc.
        with and into this Corporation, with this
        Corporation to be surviving corporation, said
        merger to be effective as of June 30, 1994.


5.   The effective date of the merger as specified in the
vote set out under Paragraph 4 is June 30, 1994.

     IN WITNESS WHEREOF and under the penalties of perjury
we have hereto signed our names this 9th day of June, 1994.

Geoffrey Nunes, Vice President

Patricia A. Powers, Assistant Clerk

                COMMONWEALTH OF MASSACHUSETTS
                              
  ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
          (General Laws, Chapter 156B, Section 82)
                              
                              
     I hereby approve the within articles of merger of
parent and subsidiary corporations and, the filing fee in
the amount of $250.00 having been paid, said articles are
deemed to have been filed with me this 10th day of June,
1994.

                              MICHAEL JOSEPH CONNOLLY
                              Secretary of State















               TO BE FILLED IN BY CORPORATION
               Photo Copy of Merger to be Sent
                              
                    TO:  Cynthia A. Bacon
                      Senior Paralegal
                    Millipore Corporation
                        80 Ashby Road
                      Bedford, MA 01730
             Telephone (617) 275-9200, Ext. 2043



                              
                              
              THE COMMONWEALTH OF MASSACHUSETTS
                              
                   William Francis Galvin
                Secretary of the Commonwealth
                              
      ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
                              
                    ARTICLES OF AMENDMENT
           General Laws, Chapter 156B, Section 72
                              
                                                     Federal
Identification
                                             No. 04-21702333

We,  Geoffrey Nunes, Vice President, and Patricia A. Powers,
Assistant Clerk of Millipore Corporation located at 80 Ashby
Road,  Bedford, Massachusetts 01730, do hereby certify  that
these ARTICLES OF AMENDMENT affecting Articles NUMBERED 3 of
the  Articles of Organization were duly adopted at a meeting
held  on  April  18, 1996, by vote of 33,685,855  shares  of
Common Stock out of 44,270,089 shares outstanding, being  at
least  a  majority of each type, class or series outstanding
and entitled to vote thereon.

Note:   If the space provided under any Amendment or item on  this
form  is insufficient, additions shall be set forth on separate  8
1/2 x 11 sheets of paper leaving a left hand margin of at least  1
inch  for  binding.  Additions to more than one Amendment  may  be
continued  on single sheet of paper leaving a left hand margin  of
at least 1 inch for binding.  Additions to more than one Amendment
may  be  continued  on a single sheet so long  as  each  Amendment
requiring each such addition is clearly indicated.

To CHANGE the number of shares and the par value (if any) of
any type, class or series of stock which the corporation  is
authorized to issue, fill in the following:

The total presently authorized is:

Common         80,000,000 shares   $1.00 par value (with par
value stocks)

CHANGE the total authorized to:

Common         120,000,000 shares  $1.00 par value (with par
value stocks)



VOTED:       That   the   increase  in  this   Corporation's
authorized  capital stock to 120 million  shares  of  common
stock,  $1.00  par value, and the amendment to the  Restated
Articles  of Organization to reflect such increase,  all  as
adopted by the Board of Directors, and as described in  full
in  the Corporation's proxy statement, dated March 15, 1996,
be and it hereby is, approved and adopted.



The  foregoing  amendment will become effective  when  these
articles  of amendment are filed in accordance with  Chapter
156B,  Section  6 of The General Laws unless these  articles
specify, in accordance with the vote adopting the amendment,
a  later effective date not more than thirty days after such
filing,  in which event the amendment will become  effective
on such later date.  EFFECTIVE DATE:

IN  WITNESS  WHEREOF AND UNDER THE PENALTIES OF PERJURY,  we
have  hereunto signed our names this 6th day of May, in  the
year 1996.

Geoffrey Nunes, Vice President

Patricia A. Powers, Assistant Clerk
              THE COMMONWEALTH OF MASSACHUSETTS
                              
                    ARTICLES OF AMENDMENT
                              
           General Laws, Chapter 156B, Section 72
                              
                              
 I hereby approve the within articles of amendment and, the
                           filing
fee in the amount of $40,000 having been paid, said articles
are deemed to have been filed, with me this 15th day of May,
                            1996.
                              
                              
                                   William Francis Galvin
                                      Secretary    of    the
Commonwealth










TO BE FILLED IN BY CORPORATION

PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT


TO:  Patricia A. Powers, Esquire
     c/o Millipore Corporation
     80 Ashby Road
     Bedford, MA 01730
     Telephone (617) 533-2272

                              
                              
                              

EX-10.1

                               18
                                

                    DISTRIBUTORSHIP AGREEMENT



     This Agreement, made and entered into to be effective as of

the 1st day of July by and between:



                  MILLIPORE CORPORATION
                  Analytical Division
                  80 Ashby Road
                  Bedford, MA     01730

a corporation organized under the laws of the state of

Massachusetts, hereinafter referred to as SUPPLIER; and

                  FISHER SCIENTIFIC COMPANY
                  711 Forbes Avenue
                  Pittsburgh, PA  15219

a corporation organized under the laws of the state of Delaware,

hereinafter referred to as DISTRIBUTOR.



                       W I T N E S S E T H



     WHEREAS, SUPPLIER desires to sell and/or market certain

selected products to the laboratory market through the use of an

exclusive distributor; and

     WHEREAS, DISTRIBUTOR desires to purchase such selected

products of SUPPLIER for resale to customers in the laboratory

market; and

     WHEREAS, the Parties desire to enter into a distributorship

agreement governing their relationship;

     NOW, THEREFORE, in consideration of the mutual terms and

conditions set forth herein, and intending to be legally bound

hereby, the Parties hereto agree as follows:



1.  PRODUCTS

     1.1  Products:  The products covered by this Agreement are

those products set forth on Exhibit A attached hereto (the

"Products"), manufactured  by or for SUPPLIER, and any improved

or updated versions thereof, as well as all replacements and/or

modifications, together in each case with accessories, parts and

components SUPPLIER deems necessary for their maintenance and

repair.  Exhibit A may be amended from time to time by mutual

consent of the Parties and shall be amended from time to time to

include replacement and/or enhancing Products.

     1.2  New Products:  SUPPLIER shall offer to DISTRIBUTOR in

writing the ability to distribute any new filtration product

(developed or acquired by SUPPLIER) with same or substantially

similar application in analytical laboratories as the Products.

Excepted from this requirement to offer are SUPPLIER's EZ-PAK

line of products as well as all its products for microbiological

detection and/or analysis.  If such "New Product" is a direct

replacement or modification of a Product, the discount will be

consistent with the discounts, by product group, of Exhibit A;

otherwise the discount shall be mutually agreed upon by the

parties.



2.  GRANT OF RIGHTS

     2.1  Distribution Rights:  SUPPLIER hereby appoints

DISTRIBUTOR and DISTRIBUTOR accepts the appointment as the

exclusive (except as otherwise provided in this Agreement)

Distributor of the Products during the term of this Agreement.

DISTRIBUTOR shall have the right to appoint sub-distributors

and/or "resellers" if it so chooses.

     2.2  Territory:  The territory in which the DISTRIBUTOR has

the exclusive right to sell and distribute the Products shall be

the United States, Canada and Puerto Rico (the "Territory").  The

Territory can be expanded only by a mutual written agreement.

DISTRIBUTOR is not authorized to resell Products to customers

outside the Territory.

     2.3  Reserved Rights:  SUPPLIER reserves the right to sell

the Products directly to end users in the Territory (hereinafter

"Supplier Direct Sales").  The Parties shall promote conversion

of such Direct Sales to sales through DISTRIBUTOR (hereinafter,

when combined with all other sales by DISTRIBUTOR, "Distributor

Product Sales").  In addition, SUPPLIER reserves the right to

sell Products to the following specific distributors with which

it has existing relationships, as follows (hereinafter "Supplier

Indirect Sales"):

                  2.3.1  Certain specific Products to Sigma

          Aldrich Company, Inc. (SUPPLIER has disclosed to

          DISTRIBUTOR's counsel in confidence the products

          included in this agreement);

                  2.3.2  Certain specific Products to Varian

          Corporation (SUPPLIER has disclosed to DISTRIBUTOR's

          counsel in confidence the products included in this

          agreement);

                  2.3.3  Certain specific Products to Cole-Parmer

          Inc. (SUPPLIER has disclosed to DISTRIBUTOR's counsel

          in confidence the products included in this agreement);

                  2.3.4  Some or all Products to VWR Scientific

          Products Company ("VWR") and/or its affiliate IBS, for

          Dupont and nine other specific corporate customers who

          have integrated supply arrangements with VWR and/or IBS

          ("Supply Customers");

                  2.3.5  some or all of the Products to VWR

          and/or IBS for one or more additional Supply Customers,

          provided that SUPPLIER has given DISTRIBUTOR a

          reasonable opportunity to demonstrate to SUPPLIER's

          reasonable satisfaction that DISTRIBUTOR can fulfill

          the particular Supply Customer's requirements for

          Products either by direct sale from DISTRIBUTOR to the

          customer or by sale from DISTRIBUTOR to the customer

          through VWR and/or IBS.

It is SUPPLIER's current intention not to extend its relationship

with Cole Parmer beyond the end of the life cycle of their

catalog listing SUPPLIER's products, or the relationship with

Sigma Aldrich beyond the end of 1997, if at those times SUPPLIER

believes DISTRIBUTOR can fulfill the related customer demand for

Product directly or though sales by DISTRIBUTOR to Sigma Aldrich

or Cole-Parmer.

     2.4  Small Business Resellers:  SUPPLIER further reserves

the right to sell Products to Government Scientific Source and

certain other small business resellers; such current small

business resellers are on a list that SUPPLIER has provided to

DISTRIBUTOR's counsel in confidence.  Such sales by SUPPLIER to

small business resellers shall also be considered Supplier

Indirect Sales.  Supplier agrees (i) not to knowingly add

additional resellers, and (ii) to use its reasonable best efforts

to redirect business with existing resellers to and/or through

DISTRIBUTOR.

     2.5  Aggregate Net In-Market Sales:  As used in this

Agreement and in Exhibit B hereto, "Aggregate Net In-Market

Sales" shall mean the sum of (a) Distributor Product Sales, (b)

Distributor Private-Label Sales (those sales of SUPPLIER's

products made by DISTRIBUTOR in accordance with the Agreement

between SUPPLIER and DISTRIBUTOR dated August 1, 1995, at the

prices as provided therein), (c) Supplier Direct Sales and (d)

Supplier Indirect Sales, measured in each case except (b) above

at "Dealer Cost" which shall be determined by SUPPLIER's list

price for that unit minus any discount granted to DISTRIBUTOR in

accordance with Exhibit A and as set forth in Section 6.2.  In

the event that Distributor Product Sales are reduced because of

SUPPLIER's discontinuation of a Product or group of Products or

because of SUPPLIER's failure or delay in filling purchase orders

accepted under Section 3.2, the parties shall negotiate an

adjustment to the Aggregate Net In-Market Sales to compensate for

such reduction as provided in Section 4.1.

     2.6  Conversion of Distributorship to Non-Exclusive:

DISTRIBUTOR's limited exclusivity under Section 2.1 may be

terminated by written notice from SUPPLIER to DISTRIBUTOR, given

in the first calendar quarter of 1999, if the Aggregate Net In-

Market Sales for 1998 are less than the Exclusivity Threshold set

forth in Exhibit B (for 1997, 1998 and 1999).  If the Aggregate

Net In-Market Sales for 1998 have equaled or exceeded the

Exclusivity Threshold for 1998, the limited exclusivity, granted

in Section 2.1 shall be automatically renewed for an additional

two years in which event the Parties shall negotiate in good

faith during the first quarter of 1999 an Exclusivity Threshold,

a Clawback Threshold and a Bonus Threshold for 2000.  If the

limited exclusivity under Section 2.1 remains in effect at the

end of 1999 and the Aggregate Net In-Market Sales for 1999 have

equaled or exceeded the Exclusivity Threshold for 1999, then the

parties shall negotiate in good faith during the first quarter of

2000 an Exclusivity Threshold, a Clawback Threshold and a Bonus

Threshold for 2001.  Such procedure to continue as long as this

Agreement is in force.  Failure of the parties to agree upon such

targets for any year after 2001 shall cause the limited

exclusivity of Section 2.1 to end automatically on June 30 of the

following year.

     2.7  Clawback for failure to achieve Clawback Thresholds:

DISTRIBUTOR agrees that, in each of the annual periods in which

the limited exclusivity of Section 2.1 is in effect and in which

the Aggregate Net In-Market Sales have not achieved the Clawback

Threshold as set forth in Exhibit B or as established pursuant to

Section 2.6, SUPPLIER shall be entitled to invoice DISTRIBUTOR in

an amount which is fifty percent (50%) of the amount by which

Aggregate Net In-Market Sales fell short of the Clawback

Threshold, provided, however, that this percentage is subject to

downward adjustment of one percent (1%) for each one percent (1%)

reduction in the conversion of Millipore Direct Sales and

Millipore Indirect Sales to Distributor Sales, all as reflected

on Exhibit B.

     2.8  Bonus for exceeding Exclusivity Thresholds:  SUPPLIER

agrees that, in each of the annual periods in which the limited

exclusivity of Section 2.1 is in effect and in which the

Aggregate Net In-Market Sales have exceed the Exclusivity

Threshold as set forth in Exhibit B or as established pursuant to

Section 2.6, DISTRIBUTOR shall be entitled to deduct from

payments otherwise due to SUPPLIER an amount which is fifty

percent (50%) of the amount by which Aggregate Net In-Market

Sales have exceeded the Exclusivity Threshold.

     2.9  Penalty for Sales Outside the Territory:  DISTRIBUTOR

agrees that should it, or any of its sub-distributors or

"resellers" sell or transfer any of the Products outside the

Territory, SUPPLIER will be entitled to invoice DISTRIBUTOR for

the full amount of the discount allowed to DISTRIBUTOR in

connection with the original sale to it by SUPPLIER.  This right

to invoice shall not apply if DISTRIBUTOR has obtained in advance

of the relevant sale of Product written approval of SUPPLIER's

Analytical Division Vice President either to make the particular

sale of Product or to make a class of Product sales which

includes the particular sale.  None of such sales shall be

counted towards the Bonus Threshold unless otherwise agreed to at

the time of the approval of such sale or sales.



3.  FORECASTS; ORDERS

     3.1  Forecasts:  DISTRIBUTOR shall provide SUPPLIER with non-

binding forecasts of anticipated purchases of Products by

DISTRIBUTOR and DISTRIBUTOR's Canadian subsidiary a minimum of

two quarters prior to anticipated delivery dates.  The forecasts

will be revised and extended in each succeeding quarter.

     3.2  Orders:  DISTRIBUTOR agrees to initiate purchase of

Products hereunder by issuing SUPPLIER non-cancelable purchase

orders not less than ten (10) days for Products designated as "A

Products" in Exhibit A and twenty (20) days for Products not so

designated prior to the delivery date set forth therein.

DISTRIBUTOR further agrees to spread its delivery dates over the

applicable calendar quarter in a reasonable fashion reasonably

consistent with its previously submitted forecasts.  SUPPLIER

agrees subject to provisions of Section 4.1 to accept and ship

against any order issued in accordance with this Section 3.2

which specifies quantities consistent with those set forth in the

purchase forecasts for such quarter and to use its reasonable

best efforts to meet the delivery dates specified therein, and to

promptly notify DISTRIBUTOR's designated purchasing agent as soon

as SUPPLIER determines that a delivery date will not be met.

SUPPLIER shall also make reasonable efforts to accept and ship

quantities ordered in excess of those forecasted, subject to

Product availability and other sources of Product demand, and

shall promptly notify DISTRIBUTOR's designated purchasing agent

as to each order which SUPPLIER does not accept as issued,

including any proposed delivery date for the excess quantities

ordered for such purchasing agent to include in an amended or new

order.  All purchase orders shall be on DISTRIBUTOR's standard

purchase order form (a copy of which has been delivered to

SUPPLIER).  The terms and conditions of purchase enumerated on

the reverse side of such standard purchase order form shall

prevail over any inconsistent or conflicting language as may

exist on invoices, confirmation or order acknowledgment forms of

SUPPLIER, provided, however, that in the event any terms thereof

are in conflict, or are inconsistent with any terms of this

Agreement, the terms and conditions hereof shall prevail.



4.  SHIPPING AND DELIVERY

     4.1  Shipping:  SUPPLIER shall ship all Products F.O.B.

point of origin, freight collect, to any one of DISTRIBUTOR's

five (5) locations listed on Exhibit A-1 attached hereto, and to

the single designated location of DISTRIBUTOR's Canadian

subsidiary (also listed on Exhibit A-1), palletized in accordance

with DISTRIBUTOR's instructions.  DISTRIBUTOR's Canadian

subsidiary shall be responsible for all duty due on Products

shipped to DISTRIBUTOR's Canadian subsidiary.  In addition, those

Products identified as "Non-Stocking" on Exhibit A shall also be

shipped F.O.B. point of origin freight collect to those locations

of DISTRIBUTOR as specified in DISTRIBUTOR's Purchase Order.  New

Products added to this Agreement under Section 1.2 shall be

considered "Non-Stocking" unless and until a date five (5) days

after SUPPLIER has filled DISTRIBUTOR's initial stocking order

for the new Product at two (2) or more of the locations listed in

Exhibit A-1.  SUPPLIER shall drop ship Products not so labeled as

Non-Stocking to DISTRIBUTOR's customers and to Distributor

locations not listed in Exhibit A-1 up to fifty (50) times each

calendar quarter through March 31, 1997 and up to twenty five

(25) times in each subsequent calendar quarter at no extra charge

to DISTRIBUTOR, provided that the following drop shipments shall

not apply against such thresholds:

     (a)  shipments to a customer who has placed on a single

     order Products designated as Non-Stocking and Products not

     designated as Non-Stocking,

     (b)  shipments to a customer of a Product not designated Non-

     Stocking for which delivery against DISTRIBUTOR's accepted

     restocking order for the location on Exhibit A-1 serving the

     particular customer is overdue, and

     (c)  shipments to a customer of replacement Products or

     sample Products under circumstances in which DISTRIBUTOR  is

     not charged for the Products.

All drop shipments in a quarter above such threshold shall be

billed at fifty dollars ($50) per drop shipment.  SUPPLIER will

not be liable for any failure or delay in delivering Products

ordered by DISTRIBUTOR based upon shortages of supply, whether

caused by unanticipated demand or any other reason, but the

Parties shall in such situations make an appropriate mutually-

agreed adjustment to Aggregate Net In-Market Sales pursuant to

Section 2.1.  In periods of short supply of any Product SUPPLIER

will allocate such Products to DISTRIBUTOR and SUPPLIER's other

customers in a manner which SUPPLIER determines to be equitable

under the circumstances.

     4.2  Overstocked Inventory:  To the extent, but only to the

extent, SUPPLIER has recommended in writing to DISTRIBUTOR that

DISTRIBUTOR carry, for a specified period of time, a certain

level of inventory with respect to one or more Products, and

DISTRIBUTOR upon review of the level of such inventory at the end

of such period of time shall determine that it has excess

inventory of such Product or Products, then DISTRIBUTOR shall

notify the SUPPLIER in writing, describing such Products, and

SUPPLIER shall, at DISTRIBUTOR 's election, either:

     (i)          credit DISTRIBUTOR with the full purchase price

paid by DISTRIBUTOR for each such Product upon return of the

Product; or

     (ii)         exchange, at SUPPLIER's expense, all such

Products for Products which are selected by DISTRIBUTOR.

     4.3  Obsolete Inventory:

     (a) In the event that SUPPLIER determines to make a material

     change to the Specification of any Product or to release an

     improved or updated version of any Product it shall give

     DISTRIBUTOR ninety (90) days notice of any such proposed

     change or release;

     (b) In the event SUPPLIER determines to discontinue or

     eliminate any Product from Exhibit A it shall give

     DISTRIBUTOR one hundred twenty (120) days notice of any such

     discontinuance or elimination;

and in the event SUPPLIER shall not have given DISTRIBUTOR less

than such ninety (90) or one hundred and twenty (120) days of

advanced notice respectively, or have given DISTRIBUTOR no

advance notice, and the respective event shall make any Products

owned by DISTRIBUTOR unsalable in DISTRIBUTOR's reasonable

opinion then any such Products shall be repurchased from

DISTRIBUTOR by SUPPLIER within thirty (30) days following

DISTRIBUTOR 's request therefor at the price paid for such

Product(s) by DISTRIBUTOR.  SUPPLIER shall additionally pay for

return freight and related transportation and insurance charges

for all such Products.  Nothing contained in this Section 4.3

shall give SUPPLIER, so long as DISTRIBUTOR has maintained its

exclusive rights hereunder, the unilateral right to remove any

Product from Exhibit A which it shall continue to market directly

or otherwise.

     4.4  Delivery:  SUPPLIER reserves the right to ship to

DISTRIBUTOR direct from any of its overseas locations should it

deem it advisable and in its best interests, provided only that

DISTRIBUTOR will not incur any more costs than if shipment had

been from Burlington, Massachusetts.



5.  MARKETING PLAN; SALES & MARKETING SUPPORT

     5.1  Marketing Plan:  Attached hereto as Exhibit C is the

initial marketing plan jointly prepared by the Parties (the

"Marketing Plan").  Among others the Marketing Plan covers the

following issues:

     (a)  The training and travel plans of the DISTRIBUTOR's

     sales force and marketing organization;

     (b)  The specific technical support which SUPPLIER is

     prepared to provide to DISTRIBUTOR's sales personnel and

     customers;

     (c)  The promotion program with respect to the marketing of

     the Products to be implemented by DISTRIBUTOR, the initial

     announcement of the alliance evidenced by this Agreement and

     the procedure for the use by DISTRIBUTOR's of SUPPLIER's

     catalog;

     (d)  The initial inventory levels to be purchased by

     DISTRIBUTOR and the terms of payment with respect thereto;

     (e)  The methodology for determining which Products will be

     considered "Stocking Inventory" by DISTRIBUTOR, as well as

     the methodology for determining what Products shall be "A

     Products," "B Products" and "C Products;"

     (f)  The procedure for determining the number of samples

     DISTRIBUTOR shall be entitled to;

     (g)  The procedure to be followed to comply with the request

     of DISTRIBUTOR's Canadian subsidiary that catalogs and other

     material supplied in Canada either carry no prices or prices

     in Canadian dollars;

     (h)  The procedure for the mailing by Distributor of certain

     of SUPPLIER's literature;

     (i)  The procedure to be followed in dealing with the GSA

     and GSA contracts; and

     (j)  Such other items as the Parties shall mutually agree as

     being appropriate for inclusion therein.

     5.2  Technical Support:  SUPPLIER shall provide the

technical support and samples to DISTRIBUTOR in accordance with

specifics set forth in the "Marketing Plan" (Exhibit C).  In

addition, SUPPLIER shall provide at its own expense a toll free

long distance telephone service for sales and customer support.

     5.3  Promotion:  DISTRIBUTOR shall make reasonable best

efforts to market, sell and distribute the Products during the

term.

     5.4  Sales Reports:  DISTRIBUTOR shall submit to SUPPLIER on

a monthly basis copies of a first report summarizing Distributor

Product Sales in sufficient detail to enable SUPPLIER to

compensate SUPPLIER's sales representatives on Distributor

Product Sales in the United States, Canada and Puerto Rico.

DISTRIBUTOR shall further submit to SUPPLIER, on a monthly basis

during the period of limited exclusivity under Section 2.1, a

second report, indicating DISTRIBUTOR's Product sales by customer

in the United States, Canada and Puerto Rico.  SUPPLIER shall

treat the information in both reports as confidential under the

provisions of Section 12.1 and shall not use such information to

promote direct sales of Products or sales of Products through

other distributors either during the term of this Agreement or

for two (2) years thereafter.  In addition, so long as the

limited exclusivity of Section 2.1 remains in effect and there is

an Exclusivity Threshold, Clawback Threshold and/or Bonus

Threshold in effect, DISTRIBUTOR shall monthly disclose to

SUPPLIER the total amount of Distributor Product Sales at Dealer

Cost and SUPPLIER shall monthly disclose to DISTRIBUTOR at Dealer

Cost the total amount of Supplier Direct Sales and the total

amount of Supplier Indirect Sales; each such report shall provide

separate totals for the United States and Puerto Rico and for

Canada.

     5.5  Sales Commissions.  SUPPLIER shall compensate its sales

representatives for Distributor Product Sales at an amount no

less favorable than the compensation for such Product sales if

sold directly by SUPPLIER.



6.  PRICE AND PAYMENT TERMS

     6.1  Price:  SUPPLIER shall supply and ship Products to

DISTRIBUTOR's U.S. and Canadian locations at the Dealer Cost

therefor (determined in accordance with Section 2.5) through

December 31, 1996 ("Firm Price Period").

     6.2  DISTRIBUTOR Discount:  DISTRIBUTOR's cost (the "Dealer

Cost") for the Products shall be the list price as reflected on

Exhibit A less the discount specified thereon with respect to the

applicable Product category as indicated thereon.  This discount

may not be reduced except with prior written approval by

DISTRIBUTOR.

     6.3  Price Increases:  After the expiration of the Firm

Price Period, list prices may be increased by SUPPLIER at its

discretion no more than once in any calendar year to be effective

January 1 of the next following calendar year.  Provided,

however, in situations where SUPPLIER can demonstrate to

DISTRIBUTOR's reasonable satisfaction that SUPPLIER's costs to

produce or obtain a Product have increased due to circumstances

beyond SUPPLIER's control by more than five percent (5%), then

SUPPLIER may increase DISTRIBUTOR's cost for the affected Product

on sixty (60) day prior written notice by an amount not to exceed

the amount of SUPPLIER's cost increase.  The parties shall

promptly confer during the first thirty (30) days of such sixty

(60) day notice period to resolve any disagreements about the

amount of the cost increase.  Supplier shall with respect to any

January 1 increase give DISTRIBUTOR at least sixty (60) day

period written notice.  Shipments shall be billed at the price in

effect at time of order placement.

     Notice of price changes shall be sent to:

               PRICING DEPARTMENT
               Fisher Scientific
               711 Forbes Avenue
               Pittsburgh, PA  15219
               With a copy to:  CENTRAL PURCHASING.

     In addition, prices changes affecting Canada shall be sent

to:

               Purchasing Department
               Fisher Scientific Ltd.
               112 Colonnade Road
               Nepean, Ontario, Canada K2E 7L6

     6.4  Payment Terms:  Payment terms shall be two percent (2%)

ten net forty-five (45) days from the date of receipt of the

invoice.   DISTRIBUTOR shall not be in breach of this Agreement

unless payment from the DISTRIBUTOR is more than thirty (30) days

overdue.

     6.5  Resale:  DISTRIBUTOR shall be entitled to resell

Products on such terms as it may, in its sole discretion,

determine, including without limitation price, returns, credit

and discounts.

     6.6  Special Pricing:  If DISTRIBUTOR reasonably determines

that it is entitled to special pricing, it shall request the same

from SUPPLIER stating the reasons therefore, and SUPPLIER shall

in its discretion determine whether or not such special pricing

is, in all the circumstances, appropriate.

     6.7  Information Exchange:  All price changes and additions,

deletions, modifications, etc., of the Products shall be sent to

DISTRIBUTOR at the address set forth in Section 6.4 hereof in an

electronic format as provided to SUPPLIER.  In addition, SUPPLIER

shall use its reasonable best efforts, with appropriate

assistance from DISTRIBUTOR to implement as soon as practicable

full Electronic Data Interchange (EDI) capability in a format

compatible with DISTRIBUTOR's systems for receipt of purchase

orders and transmission of invoices.



7.  PACKAGING

     7.1  Packaging:  SUPPLIER shall supply Products in packaging

configurations corresponding to those such as may be set forth in

Exhibit A as it may be amended from time to time.  DISTRIBUTOR

agrees to use SUPPLIER's catalog numbers with respect to all the

Products.

     7.2  Bar Coding:  At DISTRIBUTOR's request, and with

DISTRIBUTOR's assistance SUPPLIER agrees to use its reasonable

best efforts to bar code the Products in a manner acceptable to

the DISTRIBUTOR.

     7.3  Lot Numbers and Expiration Date:  DISTRIBUTOR agrees to

accept SUPPLIER's methodology for designating and displaying lot

numbers and expiration dates, if any.



8.  TERM AND TERMINATION

     8.1  Term:  This Agreement will become effective on the date

     of execution by the last signing Party (the "Effective

     Date"), and unless terminated sooner by mutual consent or in

     accordance with the provisions of this Agreement will remain

     in effect through December 31, 2001, (the "Initial Term").

     In the event that the Parties establish an Exclusivity

     Threshold, Clawback Threshold and Bonus Threshold under

     Section 2.6 for the year 2001, then the term shall

     automatically be extended through December 31, 2002.  In

     similar fashion, if such target and thresholds are

     established pursuant to Section 2.6 for any subsequent year

     (X+1) then the term shall automatically extend to the end of

     the second year (X+2).

     8.2  Termination:  Notwithstanding the foregoing, this

Agreement may be terminated for cause at any time as follows:

     (i) In the event of default or material breach of the terms

     of this Agreement by either Party, written notice thereof

     may be given to the defaulting Party.  Thereafter, the

     defaulting Party shall have thirty (30) days to cure said

     breach.  In the event that said breach has not been cured

     within said thirty (30) day period, the non-defaulting Party

     may, at its sole discretion, terminate this Agreement upon

     ten (10) days written notice.

     (ii)         By SUPPLIER on one hundred eighty (180) days

     written notice in the event that DISTRIBUTOR failed to meet

     the Exclusivity Threshold in all of the years 1997, 1998 and

     1999.

     (iii)        In the event of nationalization, expropriation,

     liquidation or bankruptcy of, or an assignment for the

     benefit of creditors or insolvency of either Party.



9.  PROCEDURES ON TERMINATION

     9.1  Procedures:  On the termination of this Agreement,

except pursuant to Sections 8.2(i) and 8.2 (ii), SUPPLIER shall

continue to honor DISTRIBUTOR's orders for Products up to the

effective date of termination and for a period of sixty (60) days

thereafter, provided such orders

are no greater than ten percent (10%) above the quantities

established during the sixty (60) days prior to the date of the

notice of termination, and DISTRIBUTOR shall pay for all such

Products on the terms and conditions of this Agreement.  The

foregoing proviso shall also apply to all orders received during

the one hundred eighty (180) day period set forth in Section

8.2(ii) above.

     9.2  Survival:  The rights and duties of each Party under

this Agreement and the Exhibits  hereto in respect of performance

prior to termination or non-renewal shall survive and be

enforceable in accordance with the terms of this Agreement.

     9.3  Existing Inventory:  Within fifteen (15) days following

termination or non-renewal of this Agreement, DISTRIBUTOR may

and, at SUPPLIER's request shall, disclose to SUPPLIER in

confidence the amounts of inventory that DISTRIBUTOR and/or its

Canadian affiliate hold of each Product.  The parties shall then

negotiate in good faith concerning what portion, if any, of that

inventory DISTRIBUTOR and/or its Canadian affiliate shall return

to SUPPLIER for credit, giving due consideration to the

salability of the returned inventory by SUPPLIER relative to its

inventory levels and production plans and to the amounts

projected to be needed by DISTRIBUTOR's customers for various

Products in the ninety (90) day period after termination or non-

renewal relative to the amounts of such Products in DISTRIBUTOR's

inventory.  Once agreement is reached, DISTRIBUTOR and/or its

Canadian affiliate shall deliver the designated amounts of

Product to SUPPLIER, F.O.B. origin, freight collect and shall be

reimbursed by SUPPLIER within ten (10) days at DISTRIBUTOR's

current cost for each Product.  SUPPLIER shall not be obligated,

under this Paragraph, to take back inventory in excess of ten

percent (10%) of the prior year's purchases by DISTRIBUTOR and

its Canadian subsidiary, measured at cost to DISTRIBUTOR.



10.  WARRANTIES, INDEMNITY, RECALL, AND INSURANCE

     10.1  Warranties:  In addition to the warranties of SUPPLIER

to DISTRIBUTOR set forth in the Continuing Guaranty which is

attached hereto as Exhibit D, SUPPLIER warrants to DISTRIBUTOR

that the Products will conform to the specifications set forth in

SUPPLIER's product literature, and that they will comply and be

manufactured, packaged, sterilized (if applicable), labeled and

shipped by SUPPLIER in compliance with all applicable federal,

state and local laws, orders, regulations and standards.

SUPPLIER warrants the Products to DISTRIBUTOR's customers against

defects in materials and workmanship when used in accordance with

the applicable instructions for a period of one (1) year from the

date of shipment of the Products.  SUPPLIER MAKES NO OTHER END

USER WARRANTY, EXPRESS OR IMPLIED.  THERE IS NO WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  The

warranty provided herein and the data, specifications and

descriptions of SUPPLIER Products appearing in SUPPLIER's

published catalogs and product literature may not be altered

except by express written agreement signed by an officer of

SUPPLIER.  Representations, oral or written, which are

inconsistent with this warranty or such publications are not

authorized.  In the event of a breach of the foregoing warranty,

SUPPLIER asserts that its sole obligation to the end user shall

be to repair or replace, at its option, any Product or part

thereof that proves defective in materials or workmanship within

the warranty period, provided the customer notifies SUPPLIER or

DISTRIBUTOR promptly of such defect.  The exclusive remedy

provided herein shall not be deemed to have failed of its

essential purpose so long as SUPPLIER is willing and able to

repair or replace any nonconforming SUPPLIER Product or part.

SUPPLIER disclaims liability for special, direct, indirect,

incidental or consequential damages resulting from economic loss

or property damages of any nature (including without limitation,

loss of property, goodwill, reverse or disruption of any person's

business or operations as appropriate) sustained by any customer

from the use of its Products.  SUPPLIER shall include notice of

the foregoing Product Warranty and limitation of liability,

together with notice that oral or written representations

inconsistent with such warranty are unauthorized and should not

be relied upon, in product literature directed primarily or

exclusive to Products; DISTRIBUTOR shall cooperate in such

inclusion to the extent that DISTRIBUTOR controls the preparation

of such literature, or contacts with subdistributors or

resellers.

     10.2  Continuing Guaranty:  SUPPLIER shall execute and abide

by the terms of DISTRIBUTOR 's Continuing Guaranty, a copy of

which is attached hereto as Exhibit D and incorporated herein by

reference.  The terms and provisions of the Continuing Guaranty

shall survive the termination of this Agreement, but to the

extent any of the terms of the Continuing Guaranty are in

conflict, or are inconsistent with the terms of this Agreement,

the terms and conditions hereof shall prevail.

     10.3  Insurance:  SUPPLIER has provided DISTRIBUTOR with a

Certificate of Insurance which meets the requirements of

paragraph D of the Continuing Guaranty.  SUPPLIER shall provide

DISTRIBUTOR with renewal insurance certificates in the form

mandated by paragraph D of the Continuing Guaranty during the

term of this Agreement, upon request therefor by DISTRIBUTOR.

     10.4  Recall:  In the event of a Product failure confirmed

by SUPPLIER, or a recall required by a government agency or

requested by SUPPLIER, SUPPLIER agrees to pay the costs of any

mailing it makes as well as return freight costs.  SUPPLIER will

also bear the costs of supplying replacement Products, including

Products already delivered to DISTRIBUTOR's customers.  All other

costs will be for the account of DISTRIBUTOR.  In addition,

SUPPLIER shall notify DISTRIBUTOR immediately in writing should

SUPPLIER become aware of any defect or condition which may render

any of the Products in violation of any statute or regulation, or

which in any way alters the specifications or quality of the

Products.



11.  TRADEMARKS

     11.1  Trademarks and Trade Names:  SUPPLIER recognizes that

DISTRIBUTOR is the owner of the trademarks and trade names

connoting DISTRIBUTOR or DISTRIBUTOR products which it may elect

to use in the promotion and sale of the Products.  Nonetheless

DISTRIBUTOR acknowledges that SUPPLIER may use such trademarks

and trade names in connection with the advice to SUPPLIER's

existing and proposed customers of the existence of and the

limited exclusive distribution status created by this Agreement.

     11.2  Trademark License:  SUPPLIER hereby grants to DIS

TRIBUTOR the royalty-free right to use SUPPLIER's trademarks on

SUPPLIER's Products during the term of this Agreement, it being

expressly understood that DISTRIBUTOR must use SUPPLIER's

trademarks on SUPPLIER's Products which are the subject of this

Agreement and must use them properly (i.e., shall not delete,

alter, deface or conceal any trademark, trade name, logo, or

copyright notice appearing on any Products or containers or

related documents) and shall discontinue the use of such

trademarks in any new published material following the

termination hereof.  Following the termination of this Agreement,

SUPPLIER grants DISTRIBUTOR the right to continue to use for a

reasonable period of time not to exceed one hundred eighty (180)

days its trademarks in connection with sale or service of

Products purchased by DISTRIBUTOR during the term of this

Agreement.  DISTRIBUTOR disclaims any rights to SUPPLIER's trade

marks other than the said license.  DISTRIBUTOR agrees that it

will display SUPPLIER's trademark in such a manner so as it shall

appear prominently and be readily read.  Any proposed usage of

SUPPLIER's trademarks created by DISTRIBUTOR or its agents shall

be subject to prior review and approval by SUPPLIER for

compliance with SUPPLIER's corporate identity manual, a copy of

which has been provided to DISTRIBUTOR.



12.  CONFIDENTIALITY

     12.1  The Parties expressly agree to hold as confidential

("Confidential Information")

any information which is designated in writing by the disclosing

Party as confidential, provided such information is clearly

marked as confidential, and the disclosing Party obtains a signed

receipt or agreement from the receiving Party acknowledging that

such information is confidential.  In the event Confidential

Information is exchanged according to these guidelines, such

information will be retained by the other Party in confidence for

a period of two (2) years following the termination of this

Agreement;  the transmittal of such information is and shall be

upon the express condition that the information is to be used

solely to effectuate this Agreement; and the receiving Party

shall not use, publish, or disclose said information, in whole or

in part, for any purpose other than that stated herein.  SUPPLIER

expressly acknowledges and agrees that DISTRIBUTOR's customer

names, address and key contacts are and shall be the Confidential

Information of DISTRIBUTOR.  Notwithstanding the foregoing, the

above restrictions on disclosure and use shall not apply to any

information which the Party can show by written evidence, was

known to it at the time of receipt, or which may be obtained from

third Parties who are not bound by a confidentiality agreement,

or which is in the public domain.  Information disclosed to

DISTRIBUTOR's counsel pursuant to Section 2.3 shall be used for

purposes of monitoring the specified exceptions to the

exclusivity of Section 2.1 and of demonstrating DISTRIBUTOR's

abilities (as set forth in Section 2.3); and DISTRIBUTOR shall

use reasonable efforts to limit the dissemination of such

information on a need-to-know basis.  Similarly, information on

monthly amounts of Supplier Direct Sales, Supplier Indirect Sales

and Distributor Product Sales exchanged pursuant to Section 5.4

shall be disclosed to employees of the recipient party on a need-

to-know basis; such restrictions shall not, however, apply to the

Aggregate Net In-Market Sales totals calculated from such

information.



13.  MISCELLANEOUS

     13.1  Force Majeure:  The obligations of either Party to

perform under this Agreement shall be excused during each period

of delay if such delay arises from any cause or causes which are

reasonably beyond the control of the Party obligated to perform,

including, but not limited to, the following:  acts of God, acts

or omissions of any government, or any rules, regulations or

orders of any governmental authority or any officer, department,

agency or instrumentality thereof; fire, storm, flood,

earthquake, insurrection, riot, invasion or strikes.  The

affected Party shall use its best efforts to remedy the effects

of such force majeure.  Any force majeure shall not excuse perfor

mance by the Party, but shall postpone performance, unless such

force majeure continues for a period in excess of ninety (90)

days.  In such event, the Party seeking performance may cancel

its obligations hereunder.

      13.2.   Dispute  Resolution:  Any and all disputes  arising

under,  out  of or in connection with this Agreement  other  than

those  relating to Section 13.3 hereof shall be mediated  by  the

alternative  dispute  resolution  procedures  specified  in  this

Section  13.2 ("ADR") only after such dispute has been  presented

to a panel composed of two members of senior management from each

Party (the "Panel") and the Panel either (i) determines that such

dispute  cannot be resolved by the Parties or (ii) has not  taken

action  for  a period of sixty (60) days after such  dispute  has

been presented to the Panel.  Each Party agrees to pursue ADR  in

good faith and not to commence any suit or other proceeding or to

pursue  any  other  remedies at law or in  equity  prior  to  the

conclusion  of  ADR.   Each Party agrees to share  all  costs  of

conducting ADR.  All conduct, statements, promises, offers, views

and  opinions, whether oral or written, and in the course of  ADR

by  either  of the Parties, are confidential, shall, in  addition

and   where  appropriate,  be  deemed  to  be  work  product  and

privileged, and shall not be discoverable or admissible  for  any

purpose  in  any  lawsuit arising out of  this  Agreement.   Upon

written  notice from either Party invoking ADR, each Party  shall

designate  in  writing an individual who shall have authority  to

settle  the  dispute  on its behalf.  The authorized  individuals

shall  be  generally familiar with the industries  in  which  the

Parties  operate and shall make such investigation as  they  deem

appropriate  and  shall thereafter promptly commence  discussions

concerning  resolution of the dispute.  If the  dispute  has  not

been  resolved within thirty (30) days thereafter,  it  shall  be

submitted  to  a neutral Party in Washington, DC (the  "Neutral")

designated by CPR Institute for Dispute Resolution to  act  as  a

neutral  Party to conduct the ADR in accordance with this Section

13.2.  One week prior to the first scheduled session of ADR, each

Party  shall  deliver to the Neutral and to  the  other  Party  a

concise  written summary of its views on the matter  in  dispute.

In  addition  to  the authorized representative, each  Party  may

bring such additional persons as reasonably needed to respond  to

questions,    contribute   information   and    participate    in

negotiations.   ADR  may  be conducted by  means  of  both  joint

meetings  and  separate  private  caucuses  of  each  Party  with

Neutral.   The Neutral:  (i) shall provide his or her opinion  to

both  Parties  on  the  probable outcome  should  the  matter  be

litigated, and (ii) shall make one or more recommendations as  to

the  terms of a possible settlement.  The Neutral shall base  his

or  her opinions and recommendations on information available  to

both  Parties, excluding such information as may be disclosed  to

the Neutral by the Parties in confidence.  While the opinions and

recommendations  of  the Neutral shall  not  be  binding  on  the

Parties,  the  Parties agree to give good faith consideration  to

the  Neutral's  views.   After they have received  the  Neutral's

views,  the  Parties agree to negotiate in good faith to  resolve

the  dispute with the Neutral acting as a mediator.   Each  Party

agrees to participate in ADR to its conclusion, as designated  by

the  Neutral,  and  not to initiate legal proceedings  seeking  a

resolution to the matters in dispute until the earlier of (a) six

(6)  months from the commencement of proceedings or (b) ten  (10)

days  after  conclusion of proceedings.  In the  event  that  the

dispute  relates to a matter upon which a third party has brought

a claim against DISTRIBUTOR or SUPPLIER, the foregoing obligation

not  to  initiate legal proceedings shall not preclude the filing

of  third party complaints, cross-claims or similar pleadings  by

one  Party to this Agreement against the other in a civil  action

brought by the third party at a time reasonably determined by the

Party  filing  such  a pleading to be required  to  preserve  its

rights under the applicable procedural and substantive law.   The

filing  Party  shall make reasonable effort to notify  the  other

Party  in advance concerning the proposed pleading and the  basis

for  its  determination  that  timely  filing  of  such  proposed

pleading is required to preserve rights.

     13.3.     Indemnification

     (a)  General:  In the event of a claim by an unaffiliated

     third party against either Party to this Agreement or its

     affiliates or past, present and future officers, directors,

     shareholders, partners, employees, lawyers, representative

     or agents (collectively, the "Indemnified Party"), based

     upon an alleged breach by the other Party (the "Indemnifying

     Party") of any of its warranties or obligations under this

     Agreement (including Exhibit D) ("Third Party Claim"), the

     Indemnifying Party shall indemnify, defend and hold the

     Indemnified Party harmless against all losses, costs,

     damages, and expenses (including reasonable attorneys fees,

     expert witness fees and expenses) incurred as a result of

     such Third Party Claim.

     (b)  Notice of Claims:  The Indemnified Party shall provide

     the Indemnifying Party with prompt notice of the assertion

     of any Third Party Claim, including the commencement of any

     suit, action or proceeding, for which indemnity hereunder is

     sought, specifying with reasonable particularity the basis

     therefor.  The Indemnified Party shall also provide all

     information related to such Third Party Claim as the

     Indemnifying Party may reasonably request.

     (c)  Assumption of Defense:  Promptly after receipt of a

     notice of a Third Party Claim, the Party asserted to be the

     Indemnifying Party shall either:  (i) deny it is required to

     provide indemnification under the terms of this Agreement,

     or (ii) agree that the Indemnified Party is entitled to

     indemnification under the terms of this Agreement and, at

     the discretion and expense of the Indemnifying Party, assume

     responsibility for the defense of the Third Party Claim.

     The Indemnified Party shall have the right (but not the

     duty) to participate in such defense, employing separate

     counsel retained at the Indemnified Party's expense.

     Whether or not it employs separate counsel, the Indemnified

     Party agrees that it will cooperate fully with the

     Indemnifying Party in the defense of the Third Party Claim.

     (d)  Settlement or Compromise:  If, after receipt of a

     notice of a Third Party Claim, the Party asserted to be the

     Indemnifying Party, agrees that the Indemnified Party is

     entitled to indemnification under the terms of this

     Agreement, the Indemnifying Party will have the sole

     authority, at its expense, to enter into any compromise or

     settlement of the Third Party Claim which shall be binding

     upon the Indemnified Party in the same manner as if a final

     judgment or decree had been entered by a court of competent

     jurisdiction; provided, however, that no settlement or

     compromise involving any restriction on the Indemnified

     Party's future action or continuing obligation by the

     Indemnified Party shall be binding upon it without its prior

     written consent.

     (e)  Denial of Indemnification:  If, after receipt of a

     notice of a Third Party Claim, the Party asserted to be the

     Indemnifying Party denies that it is required to provide

     indemnification under the terms of this Agreement, the Party

     providing such notice shall treat the denial as a Dispute

     subject to resolution under paragraph 13.2 of this

     Agreement.

     13.4  Assignment:  This Agreement shall not be transferable

by either Party by assignment or by operation of law without the

prior written consent of the other not to be unreasonably

withheld or delayed.  Any purported transfer in violation of this

provision shall be void and constitute a breach of this

Agreement.

     13.5  Notices:  Any notice required by this Agreement other

than notice of price change shall be in writing and shall be

deemed sufficient if given personally or sent by registered or

certified mail, postage prepaid, or by any nationally recognized

overnight delivery service, to the

following:
               If to SUPPLIER:
               Susan Vogt, Vice President Analytical Division
               Millipore Corporation
               80 Ashby Road
               Bedford, MA     01890
               with a copy to:  SUPPLIER's Legal Department at
the same address;
               If to DISTRIBUTOR:
               J. Bradley Mahood, Vice President Marketing
               Fisher Scientific Company
               711 Forbes Avenue
               Pittsburgh, PA     15219
               with a copy to:  DISTRIBUTOR's Legal Department at
the same address
Either Party may, by notice to the other, change its address for

receiving such notices.

     13.6  Entire Agreement:  This Agreement, including exhibits,

constitutes the entire agreement between the Parties relating to

the subject matter hereof and cancels and supersedes all prior

agreements and understandings, whether written or oral, between

the Parties with respect to such subject matter.

     13.7  Existing Obligations:  SUPPLIER warrants that the

terms of this Agreement do not violate any existing obligations

or contracts of SUPPLIER.  SUPPLIER shall protect, defend,

indemnify, and hold harmless DISTRIBUTOR from and against any

claims, demands, liabilities or actions which are hereafter made

or brought against DISTRIBUTOR and which allege any such

violation.

     13.8  Governing Law:  This Agreement and all transactions

under it will be governed by the laws of the Commonwealth of

Massachusetts.  Neither the 1980 United Nations Convention on

Contracts for the International Sale of Goods nor the United

Nations Convention on the Limitation Period in the International

Sale of Goods will apply to this Agreement or any transaction

under it.

     13.9  Relationship of the Parties:  The Parties are

independent contractors.  This Agreement does not constitute a

partnership or either Party as the franchisee, agent or legal

representative of the other for any purpose, and neither Party

has the authority to act for, bind or make commitment on behalf

of the other.

     13.10  Failure to Enforce:  Either Party's failure to

enforce any provision of this Agreement will not be deemed a

waiver of that provision or the Party's right to enforce the

provision in the future.

     13.11  Amendment:  Except as otherwise specifically provided

in this Agreement, no amendment, modification or waiver of the

terms of this Agreement will be binding on either Party unless

reduced to writing and signed by an authorized officer to the

Party to be bound.  In ordering and delivering Products, the

Parties may employ standard form or other documents, but no

additional terms which may appear on the face or reverse side of

any such document will apply to, or be construed to modify or

amend the terms of this Agreement.

     13.12  Headings:  The headings in this Agreement have been

included solely for reference and are to have no force and effect

in interpreting the provisions of this Agreement.



     IN WITNESS WHEREOF, the Parties have executed this Agreement

by their duly authorized representatives.



MILLIPORE CORPORATION         FISHER SCIENTIFIC COMPANY

By:                           By:

Title:                             Title:

Date:                              Date:



MILLIPORE CORPORATION

By:  ________________________
     Susan Vogt

Title:              ________________________
     Vice President

Date:               ________________________
                                

EX-10.2

                              iv
BOS-BUS:347608.7
                                                              
                                                              
                                                              
                                                              
                               
                               
                               
                  REVOLVING CREDIT AGREEMENT
                               
                               
                 dated as of January 22, 1997
                               
                               
                         by and among
                               
                               
            MILLIPORE CORPORATION (the "Borrower")
                               
                               
                              and
                               
                               
          THE FIRST NATIONAL BANK OF BOSTON ("FNBB"),
                  ABN AMRO BANK N.V. ("ABN"),
       and the other financial institutions which become
                   a party to this agreement
                  (Collectively, the "Banks")
                               
                               
                              and
                               
                               
               FNBB, as the Administrative Agent
               (the "Administrative Agent") and
                ABN, as the Documentation Agent
                  (the "Documentation Agent")
                 (Collectively, the "Agents")
                               
                               
                               
                               
                               
1.  DEFINITIONS AND RULES OF INTERPRETATION.            1
     1.1.  Definitions.                                 1
     1.2.  Rules of Interpretation.                     14
2.  THE SYNDICATED FACILITY.                            15
     2.1.  Commitment to Lend Syndicated Loans.         15
     2.2.  Facility Fee.                                15
     2.3.  Reduction of Total Commitment; Increase of
     Total Commitment.                                   16
     2.4.  The Syndicated Notes.                        16
     2.5.  Interest on Syndicated Loans.                17
     2.6.  Requests for Syndicated Loans.               17
     2.7.  Election of Eurodollar Rate; Notice of
     Election; Interest Periods; Minimum Amounts.        18
     2.8.  Funds for Syndicated Credit Loans.           19
     2.9.  Maturity of the Syndicated Loans and
     Reimbursement Obligations.                          20
     2.10.  Optional Prepayments or Repayments of
     Syndicated Loans.                                   20
3.  LETTERS OF CREDIT.                                  20
     3.1.  Letter of Credit Commitments.                20
     3.2.  Reimbursement Obligation of the Borrower.    21
     3.3.  Obligations Absolute.                        22
     3.4.  Reliance by the Administrative Agent.        22
     3.5.  Letter of Credit Fee.                        23
4.  COMPETITIVE BID LOANS.                              23
     4.1.  The Competitive Bid Option.                  23
     4.2.  Competitive Bid Notes.                       23
     4.3.  Competitive Bid Quote Request; Invitation for
     Competitive Bid Quotes.                             24
     4.4.  Alternative Manner of Procedure.             25
     4.5.  Submission and Contents of Competitive Bid
     Quotes.                                             25
     4.6.  Notice to Borrower.                          27
     4.7.  Acceptance and Notice by Borrower and
     Administrative Agent.                               27
     4.8.  Allocation by Administrative Agent.          28
     4.9.  Funding of Competitive Bid Loans.            28
     4.10.  Funding Losses.                             28
     4.11.  Repayment of Competitive Bid Loans;
     Interest.                                           29
5.  Provisions Relating to All Loans and letters of
credit.                                                  29
     5.1.  Payments.                                    29
     5.2.  Mandatory Repayments of the Loans.           32
     5.3.  Computations.                                32
     5.4.  Illegality; Inability to Determine Eurodollar
     Rate.                                               32
     5.5.  Additional Costs, Etc.                       33
     5.6.  Capital Adequacy.                            35
     5.7.  Certificate.                                 35
     5.8.  Eurodollar and Competitive Bid Indemnity.    35
     5.9.  Interest on Overdue Amounts.                 36
     5.10.  Interest Limitation.                        36
     5.11.  Reasonable Efforts to Mitigate.             36
     5.12.  Replacement of Banks.                       37
     5.13.  Advances by Administrative Agent.           38
6.  REPRESENTATIONS AND WARRANTIES.                     38
     6.1.  Corporate Authority.                         38
     6.2.  Governmental Approvals.                      39
     6.3.  Title to Properties; Leases.                 39
     6.4.  Financial Statements; Solvency.              40
     6.5.  No Material Changes, Etc.                    40
     6.6.  Franchises, Patents, Copyrights, Etc.        41
     6.7.  Litigation.                                  41
     6.8.  Compliance With Other Instruments, Laws,
     Etc.                                                42
     6.9.  Tax Status.                                  42
     6.10.  No Event of Default.                        42
     6.11.  Holding Company and Investment Company
     Acts.                                               42
     6.12.  Absence of Financing Statements, Etc.       43
     6.13.  Employee Benefit Plans.                     43
     6.14.  Environmental Compliance.                   44
     6.15.  True Copies of Charter and Other
     Documents.                                          45
     6.16.  Disclosure.                                 46
     6.17.  Permits and Governmental Authority.         46
     6.18.  Purchase of Tylan Shares.                   46
7.  AFFIRMATIVE COVENANTS OF THE BORROWER.              46
     7.1.  Punctual Payment.                            46
     7.2.  Maintenance of Office.                       47
     7.3.  Records and Accounts.                        47
     7.4.  Financial Statements, Certificates and
     Information.                                        47
     7.5.  Corporate Existence and Conduct of
     Business.                                           48
     7.6.  Maintenance of Properties.                   49
     7.7.  Insurance.                                   49
     7.8.  Taxes.                                       49
     7.9.  Inspection of Properties, Books and
     Contracts.                                          50
     7.10.  Compliance with Laws, Contracts, Licenses
     and Permits; Maintenance of Material Licenses and
     Permits.                                            50
     7.11.  Environmental Indemnification.              51
     7.12.  Further Assurances.                         51
     7.13.  Notice of Potential Claims or Litigation.   51
     7.14.  Notice of Certain Events Concerning
     Insurance.                                          51
     7.15.  Notice of Default.                          51
     7.16.  Use of Proceeds.                            52
     7.17.  Certain Transactions.                       52
     7.18.  Amendment to Note Purchase Agreement.       52
     7.19.  The Tylan Merger.                           52
8.  CERTAIN NEGATIVE COVENANTS OF THE BORROWER.         53
     8.1.  Restrictions on Liens.                       53
     8.2.  Restrictions on Investments.                 55
     8.3.  Merger, Consolidation, and Disposition of
     Assets.                                             55
     8.4.  Restricted Distributions and Redemptions.    56
     8.5.  Employee Benefit Plans.                      57
9.  FINANCIAL COVENANTS OF THE BORROWER.                58
     9.1.  Funded Debt to EBITDA Ratio.                 58
     9.2.  Interest Coverage Ratio.                     58
10.  CONDITIONS TO EFFECTIVENESS.                       58
     10.1.  Corporate Action.                           58
     10.2.  Loan Documents, Etc.                        59
     10.3.  Certified Copies of Charter Documents.      59
     10.4.  Incumbency Certificate.                     59
     10.5.  Certificates of Insurance.                  59
     10.6.  Opinions of Counsel.                        59
     10.7.  Existing Debt.                              59
     10.8.  Satisfactory Financial Condition.           59
     10.9.  Lien Searches.                              60
     10.10.  Fees.                                      60
11.  CONDITIONS TO LOANS.                               60
     11.1.  Representations True.                       60
     11.2.  Performance; No Event of Default.           60
     11.3.  No Legal Impediment.                        60
     11.4.  Governmental Regulation.                    61
     11.5.  Proceedings and Documents.                  61
12.  EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF
COMMITMENT.                                              61
     12.1.  Events of Default and Acceleration.         61
     12.2.  Termination of Commitments.                 64
     12.3.  Remedies.                                   64
13.  SETOFF.                                            65
14.  EXPENSES.                                          65
15.  THE AGENTS.                                        66
     15.1.  Appointment, Powers and Immunities.         66
     15.2.  Actions By Administrative Agent.            67
     15.3.  Indemnification.                            67
     15.4.  Reimbursement.                              67
     15.5.  Documents.                                  68
     15.6.  Non-Reliance on Agents and Other Banks.     68
     15.7.  Resignation of Administrative Agent.        69
     15.8.  Action by the Banks, Consents, Amendments,
     Waivers, Etc.                                       69
     15.9.  Holders of Notes.                           70
     15.10.  Administrative Agent's Fee.                70
16.  INDEMNIFICATION.                                   70
17.  SURVIVAL OF COVENANTS, ETC.                        71
18.  ASSIGNMENT AND PARTICIPATION.                      71
19.  PARTIES IN INTEREST.                               73
20.  NOTICES, ETC.                                      73
21.  MISCELLANEOUS.                                     73
22.  CONSENTS, ETC.                                     74
23.  PARI PASSU TREATMENT.                              74
24.  CONFIDENTIALITY.                                   74
25.  WAIVER OF JURY TRIAL.                              75
26.  GOVERNING LAW.                                     75
27.  SEVERABILITY.                                      76
28.  FINAL AGREEMENT.                                   76
                               
                               
                               
                           Exhibits
                               
          Exhibit A     Form of Syndicated Note
          Exhibit B     Form of Competitive Bid Note
          Exhibit C-1   Form of Syndicated Loan Request
          Exhibit C-2   Form of Letter of Credit Request
          Exhibit D     Form of Compliance Certificate
          Exhibit E     Form of Assignment and Acceptance
          Exhibit F     Form of Competitive Bid Quote Request
          Exhibit G     Form of Invitation for Competitive Bid
          Quotes
          Exhibit H     Form of Competitive Bid Quote
          Exhibit I     Form of Notice of Acceptance of
                        Competitive Bid Quote(s)

                           Schedules

          Schedule 1    Banks; Commitment Percentages
          Schedule 6.7  Litigation
          Schedule 6.13(c)    Guaranteed Pension Plans
          Schedule 6.14 Environmental Compliance
          Schedule 8.1(a)     Existing Liens
          Schedule 8.2(d)     Existing Investments
                                                            
                                                            
     
     
                 REVOLVING CREDIT AGREEMENT
     
     This  REVOLVING CREDIT AGREEMENT is made as of the 22nd
day   of   January,  1997,  by  and  among   (a)   MILLIPORE
CORPORATION,   a   Massachusetts  corporation   having   its
principal  place of business at 80 Ashby Road,  Bedford,  MA
01730-2271 (the "Borrower"), (b) THE FIRST NATIONAL BANK  OF
BOSTON, a national banking association with its head  office
at 100 Federal Street, Boston, Massachusetts 02110 ("FNBB"),
ABN  AMRO  BANK  N.V., with its Boston branch  at  One  Post
Office Square, Boston, Massachusetts 02109 ("ABN"), and  the
other  lending  institutions  which  become  parties  hereto
(collectively with FNBB and ABN, the "Banks")  and  (c)  THE
FIRST  NATIONAL BANK OF BOSTON, as administrative agent  for
the  Banks  (the "Administrative Agent") and ABN  AMRO  BANK
N.V.,   as   documentation  agent   for   the   Banks   (the
"Documentation   Agent,"   and   collectively    with    the
Administrative Agent, the "Agents").
     
       DEFINITIONS AND RULES OF INTERPRETATION.
     
       Definitions.
     
     The  following terms shall have the meanings set  forth
in  this  1 or elsewhere in the provisions of this Agreement
referred to below:
     
     Absolute Competitive Bid Loan(s).  See 4.3(a).
     
     Accountants.  See 7.4(a).
     
     Administrative Agent.  See Preamble.
     
     Affected Bank.  See 5.12.
     
     Agents.  See Preamble.
     
     Agreement.  This Revolving Credit Agreement,  including
the  Schedules  and Exhibits hereto, as from  time  to  time
amended  and  supplemented  in  accordance  with  the  terms
hereof.
     
     Amicon.   Amicon, a recently acquired business  of  the
Borrower.
     
     Amicon  Acquisition.   The acquisition  of  the  Amicon
business  from  W.R.  Grace & Co. - Conn.  pursuant  to  the
Purchase and Sale Agreement dated November 18, 1996
     
     Applicable  Eurodollar Rate.  The applicable  rate  per
annum  of  interest  on the Eurodollar Loans  shall  be  the
Eurodollar Rate plus the Applicable Margin as set  forth  in
the Pricing Table.
     
     Applicable  Facility  Rate.  The  applicable  rate  per
annum with respect to the Facility Fee shall be as set forth
in the Pricing Table.
     
     Applicable L/C Rate.  The applicable rate per annum  on
the  Maximum  Drawing Amount shall be as set  forth  in  the
Pricing Table.
     
     Applicable Margin.  The Applicable Margin on Eurodollar
Loans shall be as set forth in the Pricing Table.
     
     Applicable Requirements.  See 7.10.
     
     Assignment and Acceptance.  See 18.
     
     Balance Sheet Date.  December 31, 1995.
     
     Banks.  See Preamble.
     
     Base  Rate.   The  higher of (a)  the  annual  rate  of
interest  announced from time to time by the  Administrative
Agent  at  its  Head  Office as its "base  rate"  (it  being
understood  that  such  rate is a  reference  rate  and  not
necessarily  the  lowest  rate of interest  charged  by  the
Administrative Agent) or (b) one-half percent (0.50%)  above
the Overnight Federal Funds Effective Rate.
     
     Base  Rate  Loans.   Syndicated Loans bearing  interest
calculated by reference to the Base Rate.
     
     Borrower.  See Preamble.
     
     Bridge  Loan.  The Bridge Loan Agreement  dated  as  of
December 31, 1996, by and between the Borrower and FNBB.
     
     Business  Day.  Any day, other than a Saturday,  Sunday
or  any  day on which banking institutions in either Boston,
Massachusetts or New York, New York are authorized by law to
close, and, when used in connection with a Eurodollar  Loan,
a Eurodollar Business Day.
     
     Capital  Assets.  Fixed assets, both tangible (such  as
land,  buildings,  fixtures, machinery  and  equipment)  and
intangible   (such   as  patents,  copyrights,   trademarks,
franchises  and  good  will); provided that  Capital  Assets
shall  not include any item customarily charged directly  to
expense  or  depreciated over a useful life of  twelve  (12)
months   or  less  in  accordance  with  generally  accepted
accounting principles.
     
     Capital  Expenditures.  Amounts  paid  or  indebtedness
incurred  by  the  Borrower or any of  its  Subsidiaries  in
connection with the purchase or lease by the Borrower or any
of its Subsidiaries of Capital Assets that would be required
to  be  capitalized and shown on the balance sheet  of  such
Person  in  accordance  with generally  accepted  accounting
principles.
     
     Capitalized Leases.  Leases under which the Borrower or
any   of   its   Subsidiaries  (including  Tylan   and   its
Subsidiaries)  is  the  lessee or  obligor,  the  discounted
future  rental payment obligations under which are  required
to  be  capitalized on the balance sheet of  the  lessee  or
obligor in accordance with GAAP.
     
     CERCLA.  See 6.14(a).
     
     Certified  or certified.  With respect to the financial
statements  of any Person, such statements as audited  by  a
firm  of  independent auditors, whose report  expresses  the
opinion,   without   qualification,  that   such   financial
statements  present fairly the financial  position  of  such
Person.
     
     CFO or the CAO.  See 7.4(b).
     
     Closing   Date.   The  date  on  which  the  conditions
precedent set forth in 10 hereof are satisfied.
     
     Code.   The  Internal Revenue Code of 1986, as  amended
and in effect from time to time.
     
     Commitment.   With  respect to each  Bank,  the  amount
determined  by multiplying such Bank's Commitment Percentage
by the aggregate amount of the Total Commitment specified in
2.1 hereof, as the same may be reduced from time to time.
     
     Commitment Percentage.  With respect to each Bank,  the
percentage set forth on Schedule 1.
     
     Competitive   Bid   Loan(s).   A  borrowing   hereunder
consisting  of  one  or  more  loans  made  by  any  of  the
participating  Banks whose offer to make a  Competitive  Bid
Loan  as  part  of such borrowing has been accepted  by  the
Borrower under the auction bidding procedure described in  4
hereof.
     
     Competitive Bid Margin.  See 4.5(b)(iv).
     
     Competitive Bid Notes.  See 4.2(a).
     
     Competitive Bid Quote.  An offer by a Bank  to  make  a
Competitive Bid Loan in accordance with 4.5 hereof.
     
     Competitive Bid Quote Request.  See 4.3.
     
     Competitive Bid Rate.  See 4.5(b)(v).
     
     Compliance Certificate.  See 7.4(c).
     
     Consolidated  or consolidated.  With reference  to  any
term defined herein, shall mean that term as applied to  the
accounts  of  the Borrower and its Subsidiaries consolidated
in accordance with GAAP.
     
     Consolidated    Earnings   Before   Interest,    Taxes,
Depreciation  and Amortization or EBITDA.  For  any  period,
Consolidated  Net Income (or Deficit) plus (a)  Consolidated
Total  Interest Expense, (b) income taxes, (c)  depreciation
expense,  (d)  amortization expense, (e) non-cash  expenses,
not  to  exceed $70,000,000, in connection with  the  Amicon
Acquisition taken as a special charge in the quarter  ending
December  31,  1996, (f) non-cash expenses,  not  to  exceed
$120,000,000, in connection with the Tylan Tender  Offer  or
Tylan Merger which will be taken as a special charge in  the
quarter  ending March 31, 1997, and (g) other  non-recurring
charges  in connection with the Amicon Acquisition  and  the
Tylan  Merger,  not to exceed $25,000,000 in the  aggregate,
which  will  be  taken as a special charge  in  the  quarter
ending  March 31, 1997, to the extent that each was deducted
in   determining  Consolidated  Net  Income  (or   Deficit),
provided  that,  for purposes of calculating  the  financial
covenants pursuant to 9, the portion of EBITDA derived  from
Subsidiaries  acquired since the date  of  the  most  recent
financial statements delivered to the Banks pursuant to  7.4
hereof shall be included in the calculation of EBITDA if (i)
the  financial statements of such acquired Subsidiaries have
been  audited  for the period sought to be  included  by  an
independent    accounting   firm   satisfactory    to    the
Administrative  Agent  or  (ii)  the  Administrative   Agent
consents  to  such  inclusion,  such  consent  not   to   be
unreasonably withheld.
     
     Consolidated Net Income (or Deficit).  The consolidated
net income (or deficit) of the Borrower and its Subsidiaries
on  a  consolidated basis, after deduction of all  expenses,
taxes,  and  other proper charges, determined in  accordance
with GAAP.
     
     Consolidated  Net  Worth.  The excess  of  Consolidated
Total  Assets over Consolidated Total Liabilities, less,  to
the  extent  otherwise  includable in  the  computations  of
Consolidated Net Worth, any subscriptions receivable.
     
     Consolidated  Tangible  Assets.   All  assets  of   the
Borrower  and  its Subsidiaries determined on a consolidated
basis in accordance with GAAP, less the sum of:
          
          (a)   the  total book value of all assets  of  the
     Borrower  and its  Subsidiaries properly classified  as
     intangible  assets under generally accepted  accounting
     principles,  including  such  items  as  goodwill,  the
     purchase price of acquired assets in excess of the fair
     market  value thereof, trademarks, trade names, service
     marks, customer lists, brand names, copyrights, patents
     and licenses, and rights with respect to the foregoing;
     plus
          
          (b)   all amounts representing any write-up in the
     book  value  of  any  assets of  the  Borrower  or  its
     Subsidiaries  resulting  from  a  revaluation   thereof
     subsequent to the Balance Sheet Date.
     
     Consolidated Total Assets.  All assets of the  Borrower
and  its Subsidiaries determined on a consolidated basis  in
accordance with generally accepted accounting principles.
     
     Consolidated Total Interest Expense.  For  any  period,
the aggregate amount of interest expense required by GAAP to
be paid or accrued during such period on all Indebtedness of
the Borrower and its Subsidiaries outstanding during all  or
any  part  of  such  period, including capitalized  interest
expense for such period.
     
     Consolidated Total Liabilities.  All liabilities of the
Borrower  and  its Subsidiaries determined on a consolidated
basis  in  accordance  with  generally  accepted  accounting
principles  and  all Indebtedness of the  Borrower  and  its
Subsidiaries, whether or not so classified.
     
     Default.  See 12.
     
     Defaulting Bank.  See 5.12.
     
     Disposal.  See "Release."
     
     Distribution.   The  declaration  or  payment  of   any
dividend  or distribution on or in respect of any shares  of
any class of capital stock, any partnership interests or any
membership interests of any Person, other than dividends  or
other  distributions  payable solely  in  shares  of  common
stock,  partnership interests or membership  units  of  such
Person,  as  the  case may be; the purchase, redemption,  or
other  retirement  of  any shares of any  class  of  capital
stock,  partnership interests or membership  units  of  such
Person,  directly  or  indirectly through  a  Subsidiary  or
otherwise; the return of equity capital by any Person to its
shareholders,  partners or members as  such;  or  any  other
distribution on or in respect of any shares of any class  of
capital  stock, partnership interest or membership  unit  of
such Person.
     
     Documentation Agent.  See Preamble.
     
     Dollars or $.  Dollars in lawful currency of the United
States of America.
     
     Drawdown Date.  The date on which any Loan is  made  or
is to be made.
     
     EBITDA.    See  definition  for  Consolidated  Earnings
Before Interest, Taxes, Depreciation and Amortization.
     
     Eligible   Foreign  Bank.   (a)  Any  commercial   bank
organized  under the laws of any other country  which  is  a
member  of  the  Organization for Economic  Cooperation  and
Development (the "OECD"), or a political subdivision of  any
such  country, provided that such bank is acting  through  a
branch  or  agency located in the country  in  which  it  is
organized or another country which is also a member  of  the
OECD;  or  (b) the central bank of any country  which  is  a
member of the OECD.
     
     Employee  Benefit  Plan.   Any  employee  benefit  plan
within   the   meaning  of  3(3)  of  ERISA  maintained   or
contributed to by the Borrower, any of its Subsidiaries,  or
any ERISA Affiliate, other than a Multiemployer Plan.
     
     Environmental Laws.  See 6.14(a).
     
     EPA.  See 6.14(b).
     
     ERISA.  The Employee Retirement Income Security Act  of
1974, as amended and in effect from time to time.
     
     ERISA  Affiliate.  Any Person which  is  treated  as  a
single employer with the Borrower or any of its Subsidiaries
under 414 of the Code.
     
     ERISA  Reportable  Event.   A  reportable  event   with
respect  to a Guaranteed Pension Plan within the meaning  of
4043 of ERISA and the regulations promulgated thereunder  as
to which the requirement of notice has not been waived.
     
     Eurocurrency Reserve Rate.  For any day with respect to
a Eurodollar Loan, the maximum rate (expressed as a decimal)
at  which  the  Administrative Agent would  be  required  to
maintain  reserves  under  Regulation  D  of  the  Board  of
Governors of the Federal Reserve System (or any successor or
similar  regulations relating to such reserve  requirements)
against "Eurocurrency Liabilities" (as that term is used  in
Regulation  D),  if such liabilities were outstanding.   The
Eurocurrency Reserve Rate shall be adjusted automatically on
and   as  of  the  effective  date  of  any  change  in  the
Eurocurrency Reserve Rate.
     
     Eurodollar  Business Day.  Any day on which  commercial
banks   are   open  for  international  business  (including
dealings  in  Dollar  deposits)  in  London  or  such  other
eurodollar  interbank  market as  may  be  selected  by  the
Administrative Agent in its sole discretion acting  in  good
faith.
     
     Eurodollar  Interest  Determination  Date.    For   any
Interest  Period, the date two (2) Eurodollar Business  Days
prior to the first day of such Interest Period.
     
     Eurodollar  Loans.  Syndicated Loans  bearing  interest
calculated by reference to the Eurodollar Rate.
     
     Eurodollar Offered Rate.  The rate per annum  at  which
deposits of Dollars are offered to the Administrative  Agent
by  prime banks in whatever Eurodollar interbank market  may
be  selected  by  the  Administrative  Agent,  in  its  sole
discretion,  acting in good faith, at or  about  11:00  a.m.
local  time  in  such interbank market,  on  the  Eurodollar
Interest Determination Date for a period equal to the period
of  such Interest Period in an amount substantially equal to
the  principal amount requested to be loaned at or converted
to a rate based on the Eurodollar Rate.
     
     Eurodollar Rate.  With respect to Syndicated Loans, the
rate  per annum, rounded upwards to the nearest 1/16 of  1%,
determined  by the Administrative Agent with respect  to  an
Interest Period, in accordance with the following formula:
     
          Eurodollar Rate = Eurodollar Offered Rate
                                 1-Reserve Rate
     
     Event of Default.  See 12.
     
     Facility Fee.  See 2.2.
     
     Funded Debt.  Consolidated Indebtedness of the Borrower
and  its Subsidiaries for borrowed money and purchase  money
Indebtedness, and guarantees of such debt, recorded  on  the
Consolidated  balance sheet, including  the  amount  of  any
Indebtedness  for  Capitalized Leases which  corresponds  to
principal   and   for  Permitted  Receivables   Transactions
determined on a consolidated basis in accordance with GAAP.
     
     generally accepted accounting principles, or GAAP.  (i)
When  used  in  9,  whether directly or  indirectly  through
reference  to  a  capitalized term used therein,  means  (A)
principles   that   are  consistent  with   the   principles
promulgated or adopted by the Financial Accounting Standards
Board  and  its predecessors in effect for the  fiscal  year
ended  on  the  Balance Sheet Date and  (B)  to  the  extent
consistent with such principles, the accounting practice  of
the  Borrower reflected in its financial statements for  the
year ended on the Balance Sheet Date, and (ii) when used  in
general, other than as provided above, means principles that
are  (A)  consistent  with  the  principles  promulgated  or
adopted by the Financial Accounting Standards Board and  its
predecessors,  as  in  effect from time  to  time,  and  (B)
consistently applied with past financial statements  of  the
Borrower adopting the same principles, provided that in each
case  referred to in this definition of "generally  accepted
accounting principles" a certified public accountant  would,
insofar  as  the  use  of  such  accounting  principles   is
pertinent,  be  in  a  position to  deliver  an  unqualified
opinion  with  respect to the use of such principles  (other
than a qualification regarding changes in generally accepted
accounting principles) as to financial statements  in  which
such principles have been properly applied.
     
     Guaranteed Pension Plan.  Any employee pension  benefit
plan  within  the  meaning of 3(2) of  ERISA  maintained  or
contributed  to  by  the Borrower, its Subsidiaries  or  any
ERISA  Affiliate,  the benefits of which are  guaranteed  on
termination  in  full  or in part by the  PBGC  pursuant  to
Title IV of ERISA, other than a Multiemployer Plan.
     
     Hazardous Substances.  See 6.14(b).
     
     Head  Office.  The Administrative Agent's  head  office
located  at 100 Federal Street, Boston, MA 02110 or at  such
other  location  as the Administrative Agent  may  designate
from time to time.
     
     Income Taxes.  See 5.5(a).
     
     Indebtedness.    All   obligations,   contingent    and
otherwise,  that  in  accordance  with  generally   accepted
accounting   principles  should  be  classified   upon   the
obligor's  balance  sheet  as  liabilities,  or   to   which
reference should be made by footnotes thereto, including  in
any  event and whether or not so classified:  (i)  all  debt
and   similar  monetary  obligations,  whether   direct   or
indirect;  (ii)  all liabilities secured  by  any  mortgage,
pledge,   security   interest,  lien,   charge,   or   other
encumbrance  existing on property owned or acquired  subject
thereto, whether or not the liability secured thereby  shall
have  been  assumed; and (iii) all guarantees,  endorsements
and  other contingent obligations whether direct or indirect
in   respect  of  indebtedness  of  others,  including   any
obligation to supply funds to or in any manner to invest in,
directly    or   indirectly,   the   debtor,   to   purchase
indebtedness, or to assure the owner of indebtedness against
loss,  through an agreement to purchase goods, supplies,  or
services  for  the purpose of enabling the  debtor  to  make
payment of the indebtedness held by such owner or otherwise,
and  the  obligations to reimburse the issuer in respect  of
any letters of credit.
     
     Interest  Period.   With  respect  to  each  Loan   (a)
initially,  the  period commencing on the Drawdown  Date  of
such  Loan and ending on the last day of one of the  periods
set  forth  below, as selected by the Borrower in accordance
with this Agreement (i) for any Base Rate Loan, the last day
of  the  quarter (or shorter specified time); (ii)  for  any
Eurodollar  Loan,  1,  2,  3, or 6  months;  (iii)  for  any
Absolute Competitive Bid Loan, from 7 through 180 days;  and
(iv) for any LIBOR Competitive Bid Loan, 1, 2, 3, 4, 5, or 6
months;  and (b) thereafter, each period commencing  on  the
last day of the next preceding Interest Period applicable to
such  Loan and ending on the last day of one of the  periods
set  forth  above, as selected by the Borrower in accordance
with this Agreement; provided that any Interest Period which
would  otherwise end on a day which is not  a  Business  Day
shall be deemed to end on the next succeeding Business  Day;
provided  further  that  for any  Interest  Period  for  any
Eurodollar Loan or LIBOR Competitive Bid Loan if  such  next
succeeding   Business  Day  falls  in  the  next  succeeding
calendar  month,  it  shall be deemed to  end  on  the  next
preceding  Business  Day;  and  provided  further  that   no
Interest Period shall extend beyond the Maturity Date.
     
     Investments.  All expenditures made and all liabilities
incurred (contingently or otherwise) for the acquisition  of
stock  or  Indebtedness of, or for loans, advances,  capital
contributions or transfers of property to, or in respect  of
any  guaranties  (or  other commitments as  described  under
Indebtedness),   or   obligations  of,   any   Person.    In
determining  the aggregate amount of Investments outstanding
at  any  particular time: (i) the amount of  any  Investment
represented  by a guaranty shall be taken at not  less  than
the principal amount of the obligations guaranteed and still
outstanding;  (ii) there shall be included as an  Investment
all   interest   accrued   with  respect   to   Indebtedness
constituting an Investment unless and until such interest is
paid; (iii) there shall be deducted in respect of each  such
Investment  any amount received as a return of capital  (but
only   by  repurchase,  redemption,  retirement,  repayment,
liquidating    dividend   or   liquidating    distribution);
(iv)  there  shall  not  be  deducted  in  respect  of   any
Investment  any  amounts  received  as  earnings   on   such
Investment,  whether  as dividends, interest  or  otherwise,
except  that  accrued interest included as provided  in  the
foregoing  clause  (ii)  may  be  deducted  when  paid;  and
(v) there shall not be deducted from the aggregate amount of
Investments any decrease in the value thereof.
     
     Invitation for Competitive Bid Quotes.  See 4.3(b).
     
     Issuance Fee.  See 3.5.
     
     Letter   of  Credit  Applications.   Letter  of  Credit
Applications  in  such form as may be  agreed  upon  by  the
Borrower  and  the Administrative Agent from  time  to  time
which  are entered into pursuant to 3 hereof as such  Letter
of  Credit  Applications are amended, varied or supplemented
from  time to time; provided, however, in the event  of  any
conflict or inconsistency between the terms of any Letter of
Credit  Application and this Agreement, the  terms  of  this
Agreement shall control.
     
     Letter of Credit Fee.  See 3.5.
     
     Letter of Credit Participation.  See 3.1(b).
     
     Letter of Credit Request.  See 3.1(a).
     
     Letters of Credit.  Standby Letters of Credit issued or
to  be issued by the Administrative Agent under 3 hereof for
the account of the Borrower.
     
     LIBOR Competitive Bid Loan(s).  See 4.3(a).
     
     LIBOR Rate.  For any Interest Period with respect to  a
LIBOR  Competitive Bid Loan, (a) the rate of interest  equal
to  the rate determined by the Administrative Agent at which
Dollar  deposits for such Interest Period are offered  based
on  information presented on Telerate Page 3750 as of  11:00
a.m. (London time) two (2) Eurodollar Business Days prior to
the  first day of such Interest Period, or (b) if such  rate
is  not  shown at such place, the rate of interest equal  to
(i)  the arithmetic average of the rates per annum for  each
Agent  at  which such Agent's Eurodollar Lending  Office  is
offered  Dollar  deposits two (2) Eurodollar  Business  Days
prior  to  the  beginning  of such Interest  Period  in  the
interbank  eurodollar market where the eurodollar operations
of such Eurodollar Lending Office are customarily conducted,
for  delivery on the first day of such Interest  Period  for
the  number  of  days comprised therein  and  in  an  amount
comparable to the amount of the Eurodollar Rate Loan of such
Agent to which such Interest Period applies, divided by (ii)
a  number equal to 1.00 minus the Eurocurrency Reserve Rate,
if  applicable (rounded upwards to the nearest 1/16  of  one
percent).
     
     Loan  Documents.  This Agreement, the Notes, the Letter
of  Credit  Applications, the Letters  of  Credit,  and  any
documents,  instruments or agreements executed in connection
with  any  of  the  foregoing, each  as  amended,  modified,
supplemented, or replaced from time to time.
     
     Loans.   Collectively, the Syndicated Loans to be  made
by  the  Banks  to  the  Borrower  pursuant  to  2  and  the
Competitive Bid Loans made by Banks selected pursuant to 4.
     
     Majority  Banks.  The Banks holding  fifty-one  percent
(51%)  of  the Total Commitment; provided that in the  event
that  the Total Commitment has been terminated, the Majority
Banks shall be the Banks holding fifty-one percent (51%)  of
the outstanding principal amount of the Loans on such date.
     
     Maturity Date.  January 22, 2002.
     
     Maximum  Drawing Amount.  The maximum aggregate  amount
from  time  to  time that the beneficiaries may  draw  under
outstanding Letters of Credit.
     
     MCTG.   MCTG  Acquisition Corp., a Delaware corporation
and a wholly owned Subsidiary of the Borrower.
     
     Moody's.  Moody's Investors Service, Inc.
     
     Multiemployer Plan.  Any multiemployer plan within  the
meaning  of 3(37) of ERISA maintained or contributed  to  by
the Borrower, any Subsidiary, or any ERISA Affiliate.
     
     New Lending Office.  See 5.1(d).
     
     Non-U.S. Bank.  See 5.1(c).
     
     Note  Purchase  Agreement.  That certain note  purchase
and  exchange agreement, dated March 3, 1994, as amended and
in  effect  from  time  to time, between  the  Borrower  and
Metropolitan Life Insurance Company.
     
     Notes.   The  Competitive Bid Notes and the  Syndicated
Notes.
     
     Notice of Acceptance of Competitive Bid Quote(s).   See
4.7.
     
     Obligations.    All   indebtedness,   obligations   and
liabilities  of  the Borrower to any of the  Banks  and  the
Administrative   Agent  arising  or  incurred   under   this
Agreement  or any of the other Loan Documents or in  respect
of  any  of  the  Loans  made  or Reimbursement  Obligations
incurred  or the Letters of Credit, the Notes, or any  other
instrument  at any time evidencing any thereof, individually
or  collectively, existing on the date of this Agreement  or
arising  thereafter, direct or indirect, joint  or  several,
absolute or contingent, matured or unmatured, liquidated  or
unliquidated,  secured or unsecured,  arising  by  contract,
operation of law or otherwise.
     
     Overnight  Federal Funds Effective Rate.  The overnight
federal  funds effective rate as published by the  Board  of
Governors  of the Federal Reserve System, as in effect  from
time to time.
     
     PBGC.  The Pension Benefit Guaranty Corporation created
by  4002  of  ERISA  and any successor  entity  or  entities
having similar responsibilities.
     
     Permitted Investments.  See 8.2.
     
     Permitted Liens.  See 8.1.
     
     Permitted Receivables Transaction.  Any sale  or  sales
of, and/or securitization of, any accounts receivable of the
Borrower  and/or any of its Subsidiaries (the "Receivables")
pursuant to which the Borrower and its Subsidiaries  realize
aggregate net proceeds of not more than $100,000,000 at  any
one  time  outstanding, including, without  limitation,  any
revolving  purchase(s)  of  Receivables  where  the  maximum
aggregate  uncollected  purchase  price  (exclusive  of  any
deferred  purchase price) for such Receivables at  any  time
outstanding does not exceed $100,000,000.
     
     Person.    Any  individual,  corporation,  partnership,
limited    liability    company,    trust,    unincorporated
association,  business,  or  other  legal  entity,  and  any
government   or   any  governmental  agency   or   political
subdivision thereof.
     
     Pricing Table:

                               Applicabl   Applicabl  Applicabl
                                   e           e          e
Level    Senior Public Debt     Facility   L/C Rate    Margin
               Rating             Rate       (per       (per
                                  (per      annum)     annum)
                                 annum)
  1     BBB+/Baa1               0.1000%     0.1800%    0.1800%
  2    BBB/Baa2                 0.1250%     0.2250%    0.2250%
  3    BBB-/Baa3                0.1500%     0.3000%    0.3000%
  4    BB+/Ba1                  0.2250%     0.4250%    0.4250%
  5     BB/Ba2 or unrated       0.2500%     0.6500%    0.6500%

The  applicable rates or margin charged on any day shall  be
determined by the Senior Public Debt Rating in effect as  of
that day.
     
     RCRA.  See 6.14(a).
     
     Real  Property.  All real property heretofore, now,  or
hereafter owned, operated, or leased by the Borrower or  any
of its Subsidiaries.
     
     Reference  Period.   The  period  of  four  consecutive
fiscal  quarters  (or such shorter period of  one,  two,  or
three  consecutive  fiscal quarters  as  has  elapsed  since
December 31, 1996).
     
     Reimbursement Obligation.  The Borrower's obligation to
reimburse the Administrative Agent and the Banks on  account
of  any  drawing under any Letter of Credit as  provided  in
3.2.
     
     Release.   Shall  have  the meaning  specified  in  the
Comprehensive   Environmental  Response,  Compensation   and
Liability  Act  of 1980, 42 U.S.C. 9601 et  seq.  ("CERCLA")
and  the  term  "Disposal" (or "Disposed")  shall  have  the
meaning  specified in the Resource Conservation and Recovery
Act   of   1976,  42  U.S.C.  6901  et  seq.  ("RCRA")   and
regulations  promulgated thereunder; provided that,  in  the
event either CERCLA or RCRA is amended so as to broaden  the
meaning  of  any term defined thereby, such broader  meaning
shall  apply as of the effective date of such amendment  and
provided  further, to the extent that the laws  of  a  state
wherein  the property lies establish a meaning for "Release"
or  "Disposal"  which  is broader than specified  in  either
CERCLA or RCRA, such broader meaning shall apply.
     
     Replacement Bank.  See 5.12.
     
     Replacement Notice.  See 5.12.
     
     Reserve  Rate.   The  highest  rate,  expressed  as   a
decimal, at which the Administrative Agent would be required
to  maintain  reserves under Regulation D of  the  Board  of
Governors  of the Federal Reserve System (or any  subsequent
or similar regulation relating to such reserve requirements)
against  "Eurocurrency Liabilities" (as such term is defined
in   Regulation  D),  or  against  any  other  category   of
liabilities  which  might be incurred by the  Administrative
Agent to fund Loans bearing interest based on the Eurodollar
Rate, if such liabilities were outstanding.
     
     Senior   Public  Debt  Rating.   The  rating   of   the
Borrower's  public unsecured long-term senior debt,  without
third  party  credit enhancement, issued by  Moody's  and/or
Standard  &  Poor's  provided that in the  event  that  both
Moody's and Standard & Poor's have issued such ratings,  the
Senior  Public  Debt Rating will be the  lower  of  the  two
ratings.
     
     Standard & Poor's.  Standard & Poor's Ratings Group,  a
division of McGraw Hill, Inc.
     
     Subsidiary.   Any corporation, association,  trust,  or
other  business entity of which the designated parent  shall
at  any time own directly or indirectly through a Subsidiary
or  Subsidiaries  at  least a majority  of  the  outstanding
capital stock or other interest entitled to vote generally.
     
     Syndicated Loan Request.  See 2.6.
     
     Syndicated Loans.  Loans advanced pursuant to 2.1.
     
     Syndicated Notes.  See 2.4.
     
     Total Commitment.  See 2.1.
     
     Tylan.  Tylan General, Inc., a Delaware corporation.
     
     Tylan  Merger.  The merger of MCTG with and into  Tylan
pursuant to the Tylan Merger Agreement, with Tylan being the
surviving corporation and a Subsidiary of the Borrower.
     
     Tylan  Merger  Agreement.  The Agreement  and  Plan  of
Merger  dated  as  of  December 16, 1996  among  Tylan,  the
Borrower and MCTG.
     
     Tylan   Merger  Date.   The  date  as  of   which   the
transactions contemplated by the Tylan Merger Agreement  are
consummated.
     
     Tylan Revolving Credit Agreement.  The revolving credit
agreement between Tylan and Comerica.
     
     Tylan Shares.  See definition of Tylan Tender Offer.
     
     Tylan  Tender  Offer.   The Offer  to  Purchase,  dated
December  20,  1996, made by MCTG, to purchase  all  of  the
outstanding  shares  of  common  stock,  together  with  all
associated  Series  A Junior Participating  Preferred  Stock
Purchase Rights of Tylan (collectively, the "Tylan Shares").
     
     
     
       Rules of Interpretation.
          
          (a)   A  reference  to any document  or  agreement
     (including this Agreement) shall include such  document
     or  agreement as amended, modified or supplemented from
     time to time in accordance with its terms and the terms
     of this Agreement.
          
          (b)   The  singular includes the  plural  and  the
     plural includes the singular.
          
          (c)  A reference to any law includes any amendment
     or modification to such law.
          
          (d)   A  reference  to  any  Person  includes  its
     permitted successors and permitted assigns.
          
          (e)    Accounting   terms  capitalized   but   not
     otherwise defined herein have the meanings assigned  to
     them   by   generally  accepted  accounting  principles
     applied on a consistent basis by the accounting  entity
     to which they refer.
          
          (f)    The   words   "include",   "includes"   and
     "including" are not limiting.
          
          (g)  All terms not specifically defined herein  or
     by  generally  accepted  accounting  principles,  which
     terms are defined in the Uniform Commercial Code as  in
     effect  in the Commonwealth of Massachusetts, have  the
     meanings assigned to them therein.
          
          (h)   Reference to a particular "" refers to  that
     section of this Agreement unless otherwise indicated.
          
          (i)  The words "herein", "hereof", "hereunder" and
     words of like import shall refer to this Agreement as a
     whole  and not to any particular section or subdivision
     of this Agreement.
     
       THE SYNDICATED FACILITY.
     
       Commitment to Lend Syndicated Loans.
     
     Subject  to the terms and conditions set forth in  this
Agreement, each of the Banks severally agrees to lend to the
Borrower  and  the Borrower may borrow, repay, and  reborrow
from  time to time between the Closing Date and the Maturity
Date,  upon  notice  by the Borrower to  the  Administrative
Agent   given  in  accordance  with  this  2,  such   Bank's
Commitment  Percentage  of  the  Syndicated  Loans  as   are
requested  by  the Borrower; provided that the  sum  of  the
outstanding principal amount of the Syndicated Loans and the
Maximum  Drawing  Amount of outstanding  Letters  of  Credit
shall  not exceed a maximum aggregate amount outstanding  of
(i) $450,000,000, as such amount may be reduced pursuant  to
2.3   hereof  (the  "Total  Commitment")  minus   (ii)   the
aggregate  amount  of Competitive Bid Loans  outstanding  at
such time.  Each request for a Syndicated Loan or Letter  of
Credit  hereunder  shall  constitute  a  representation  and
warranty  by the Borrower that the conditions set  forth  in
10  and  11, as the case may be, have been satisfied on  the
date  of  such request.  Any unpaid Reimbursement Obligation
with  respect to any Letter of Credit shall be a  Base  Rate
Loan hereunder.
     
       Facility Fee.
     
     The  Borrower agrees to pay to the Administrative Agent
for  the  account  of the Banks a fee (the  "Facility  Fee")
equal  to  the  Applicable Facility Rate multiplied  by  the
Total  Commitment  for the number of days  the  facility  is
outstanding.  The Facility Fee shall be payable quarterly in
arrears  on the first day of each calendar quarter  for  the
immediately   preceding  calendar  quarter   commencing   on
April 1, 1997 with a final payment on the Maturity Date  (or
on  the date of termination in full of the Total Commitment,
if earlier).  The Facility Fee shall be distributed pro rata
among  the  Banks in accordance with each Bank's  Commitment
Percentage.
     
        Reduction  of  Total Commitment; Increase  of  Total
Commitment.
          
          (a)  The Borrower shall have the right at any time
     and  from  time  to time upon seven (7) Business  Days'
     prior  written  notice to the Administrative  Agent  to
     reduce by $10,000,000 or larger multiples of $5,000,000
     or  terminate entirely the Total Commitment,  whereupon
     the  Commitment of each Bank shall be reduced pro  rata
     in accordance with such Bank's Commitment Percentage of
     the amount specified in such notice or, as the case may
     be,  terminated.  The Administrative Agent will  notify
     the Banks promptly after receiving any notice delivered
     by  the Borrower pursuant to this 2.3.  Notwithstanding
     the  foregoing, at no time may the Total Commitment  be
     reduced  to  an  amount less than the sum  of  (i)  the
     Maximum  Drawing Amount of all Letters  of  Credit  and
     (ii) all Loans then outstanding.
          
          (b)   No  reduction or termination  of  the  Total
     Commitment once made may be revoked; the portion of the
     Total  Commitment  reduced or  terminated  may  not  be
     reinstated; and amounts in respect of such  reduced  or
     terminated portion may not be reborrowed.
          
          (c)  In the event that the Note Purchase Agreement
     is  not  amended on or before February  20,  1997,  the
     Borrower  may  request  that the  Total  Commitment  be
     increased  by $50,000,000 hereunder, which increase  is
     subject  to  the approval of the Administrative  Agent;
     provided,  however,  that in the  event  that  such  an
     increase is approved, (i) any Bank which is a party  to
     this  Agreement  prior to such increase  shall  not  be
     required  to  increase  its  Commitment  hereunder  and
     (ii)   such  Bank's  Commitment  Percentage  shall   be
     correspondingly decreased to reflect such  increase  in
     the Total Commitment.
     
       The Syndicated Notes.
     
     The  Syndicated  Loans shall be evidenced  by  separate
promissory notes of the Borrower in substantially  the  form
of Exhibit A hereto (each, a "Syndicated Note"), dated as of
the  Closing  Date  (or  syndication  date,  if  later)  and
completed with appropriate insertions.  One Syndicated  Note
shall  be  payable to the order of each Bank  in  an  amount
equal  to  such  Bank's Commitment, and shall represent  the
obligation  of the Borrower to pay such Bank such  principal
amounts or, if less, the outstanding principal amount of all
Syndicated  Loans  made by such Bank, plus interest  accrued
thereon,  as  set  forth  below.  The  Borrower  irrevocably
authorizes  each  Bank  to make or  cause  to  be  made,  in
connection with a Drawdown Date of any Syndicated Loan or at
the  time  of  receipt of any payment of principal  on  such
Bank's  Syndicated  Note, an appropriate  notation  on  such
Bank's  records or on the schedule attached to  such  Bank's
Syndicated Note or a continuation of such schedule  attached
thereto reflecting the making of the Syndicated Loan or  the
receipt of such payment (as the case may be) and may,  prior
to  any  transfer  of its Syndicated Note,  endorse  on  the
reverse  side  thereof the outstanding principal  amount  of
Syndicated Loans evidenced thereby.  The outstanding  amount
of  the  Syndicated Loans set forth on such  Bank's  records
shall  be  prima  facie  evidence of  the  principal  amount
thereof  owing and unpaid to such Bank, but the  failure  to
record, or any error in so recording, any such amount  shall
not  limit  or  otherwise  affect  the  obligations  of  the
Borrower  hereunder or under the Syndicated  Notes  to  make
payments of principal of or interest on any Syndicated  Note
when due.
     
       Interest on Syndicated Loans.
     
     The  outstanding  principal amount  of  the  Syndicated
Loans shall bear interest at the rate per annum equal to the
Base  Rate  on Base Rate Loans or the Applicable  Eurodollar
Rate  on  Eurodollar Loans.  Interest shall be  payable  (a)
quarterly in arrears on the first Business Day of  the  next
succeeding quarter, commencing April 1, 1997, on  Base  Rate
Loans,  (b)  on  the  last  day of the  applicable  Interest
Period, and if such Interest Period is longer than three (3)
months,  also  on the last day of the third month  following
the  commencement  of  such Interest Period,  on  Eurodollar
Loans, and (c) on the Maturity Date for all Loans.
     
       Requests for Syndicated Loans.
     
     The  Borrower  shall  give to the Administrative  Agent
written  notice  in  the  form of  Exhibit  C-1  hereto  (or
telephonic notice confirmed in writing or a facsimile in the
form   of  Exhibit  C-1  hereto)  of  each  Syndicated  Loan
requested hereunder (a "Syndicated Loan Request") not  later
than  (a)  11:00 a.m. (Boston time) on the proposed Drawdown
Date  of any Base Rate Loan, or (b) 11:00 a.m. (Boston time)
three  (3)  Eurodollar Business Days prior to  the  proposed
Drawdown  Date  of  any Eurodollar Loan.  Each  such  notice
shall  specify  (A) the principal amount of  the  Syndicated
Loan  requested,  (B)  the proposed Drawdown  Date  of  such
Syndicated Loan, (C) whether such Syndicated Loan  requested
is  to be a Base Rate Loan or a Eurodollar Loan and (D)  the
Interest  Period for such Syndicated Loan, if  a  Eurodollar
Loan.   Each Syndicated Loan requested shall be in a minimum
amount of $10,000,000.  Each such request shall specify  the
principal amount of the Syndicated Loan requested and  shall
reflect the Maximum Drawing Amount of all Letters of  Credit
outstanding  and the amount of Loans outstanding  (including
Competitive  Bid  Loans).   Syndicated  Loan  requests  made
hereunder  shall be irrevocable and binding on the Borrower,
and  shall  obligate the Borrower to accept  the  Syndicated
Loan requested from the Banks on the proposed Drawdown Date.
Each  of  the  representations and warranties  made  by  the
Borrower  to the Banks or the Administrative Agent  in  this
Agreement  or  any  other Loan Document shall  be  true  and
correct  in  all material respects when made and shall,  for
all purposes of this Agreement, be deemed to be repeated  on
and  as  of the date of the submission of a Syndicated  Loan
Request  or Letter of Credit Request and on and  as  of  the
Drawdown  Date  of  such Syndicated  Loan  or  the  date  of
issuance  of  such Letter of Credit (except  to  the  extent
(i)  of changes resulting from transactions contemplated  or
permitted  by  this Agreement and the other Loan  Documents,
(ii) of changes occurring in the ordinary course of business
that  singly or in the aggregate are not materially  adverse
to  the  business,  assets  or financial  condition  of  the
Borrower and its Subsidiaries as a whole, or (iii) that such
representations and warranties expressly relate only  to  an
earlier  date).   The  Administrative Agent  shall  promptly
notify each Bank of each Syndicated Loan Request received by
the Administrative Agent.
     
        Election  of  Eurodollar Rate; Notice  of  Election;
Interest Periods; Minimum Amounts.
          
          (a)   At  the  Borrower's option, so  long  as  no
     Default  or Event of Default has occurred and  is  then
     continuing,  the Borrower may (i) elect to convert  any
     Base  Rate  Loan or a portion thereof to  a  Eurodollar
     Loan,  (ii) at the time of any Syndicated Loan Request,
     specify that such requested Syndicated Loan shall be  a
     Eurodollar  Loan,  or  (iii)  upon  expiration  of  the
     applicable  Interest  Period,  elect  to  maintain   an
     existing  Eurodollar Loan as such,  provided  that  the
     Borrower  gives  notice  to  the  Administrative  Agent
     pursuant  to  2.7(b)  hereof.   Upon  determining   any
     Eurodollar   Rate,  the  Administrative   Agent   shall
     forthwith  provide notice thereof to the  Borrower  and
     each  Bank, and each such notice to the Borrower  shall
     be  considered prima facie correct and binding,  absent
     manifest error.
          
          (b)   Three (3) Eurodollar Business Days prior  to
     the making of any Eurodollar Loan or the conversion  of
     any  Base  Rate Loan to a Eurodollar Loan, or,  in  the
     case  of an outstanding Eurodollar Loan, the expiration
     date  of  the applicable Interest Period, the  Borrower
     shall  give written, telex or facsimile notice received
     by  the Administrative Agent not later than 11:00  a.m.
     (Boston  time)  of  its election  pursuant  to  2.7(a).
     Each  such notice delivered to the Administrative Agent
     shall  specify  the aggregate principal amount  of  the
     Syndicated  Loans  to be borrowed or maintained  as  or
     converted   to  Eurodollar  Loans  and  the   requested
     duration of the Interest Period that will be applicable
     to  such Eurodollar Loan, and shall be irrevocable  and
     binding upon the Borrower.  If the Borrower shall  fail
     to give the Administrative Agent notice of its election
     hereunder  together with all of the  other  information
     required  by this 2.7(b) with respect to any Syndicated
     Loan,  whether  at  the end of an  Interest  Period  or
     otherwise, such Syndicated Loan shall be deemed a  Base
     Rate  Loan.   The  Administrative Agent shall  promptly
     notify  each Bank in writing (or by telephone confirmed
     in writing or by facsimile) of such election.
          
          (c)    Notwithstanding  anything  herein  to   the
     contrary,  the  Borrower may not  specify  an  Interest
     Period that would extend beyond the Maturity Date.
          
          (d)  No conversion of Syndicated Loans pursuant to
     this  2.7 may result in Eurodollar Loans that are  less
     than  $10,000,000.  In no event shall the Borrower have
     more  than  ten (10) different maturities of borrowings
     of Eurodollar Loans outstanding at any time.
          
          (e)   Subject to the terms and conditions  of  5.8
     hereof, if any affected Bank demands compensation under
     5.5(c) or (d) with respect to any Eurodollar Loan,  the
     Borrower  may  at  any time, upon at  least  three  (3)
     Business   Days'   prior   written   notice   to    the
     Administrative  Agent elect to convert such  Eurodollar
     Loan  into  a  Base  Rate Loan (on which  interest  and
     principal shall be payable contemporaneously  with  the
     related   Eurodollar  Loans  of   the   other   Banks).
     Thereafter,  and until such time as the  affected  Bank
     notifies  the  Borrower that the  circumstances  giving
     rise  to  the demand for compensation under  5.5(c)  or
     (d)  no longer exist, all requests for Eurodollar Loans
     from  such affected Bank shall be deemed to be requests
     for Base Rate Loans, regardless of whether the Borrower
     has  requested a Eurodollar Loan from the other  Banks.
     Once  the affected Bank notifies the Borrower that such
     circumstances no longer exist, the Borrower  may  elect
     that  the  principal amount of each such  Bank's  Loans
     again  bear  interest as Eurodollar Loans beginning  on
     the  first  day of the next succeeding Interest  Period
     applicable to the related Eurodollar Loans of the other
     Banks.
     
       Funds for Syndicated Credit Loans.
     
     Not  later than 1:00 p.m. (Boston time) on the proposed
Drawdown Date of any Syndicated Loan, each of the Banks will
make  available  to the Administrative Agent,  at  its  Head
Office,  in immediately available funds, the amount of  such
Bank's  Commitment Percentage of the amount of the requested
Syndicated Loan. Upon receipt from each Bank of such amount,
and  upon receipt of the documents required by 10 or 11,  as
the   case  may  be,  and  the  satisfaction  of  the  other
conditions set forth therein, to the extent applicable,  the
Administrative Agent will make available to the Borrower the
aggregate amount of such Syndicated Loans made available  to
the  Administrative  Agent by the  Banks.   The  failure  or
refusal  of any Bank to make available to the Administrative
Agent  at the aforesaid time and place on any Drawdown  Date
the  amount  of  its Commitment Percentage of the  requested
Syndicated  Loan shall not relieve any other Bank  from  its
several  obligations  hereunder to  make  available  to  the
Administrative  Agent the amount of such  Bank's  Commitment
Percentage of any requested Syndicated Loan.
     
        Maturity  of  the Syndicated Loans and Reimbursement
Obligations.
     
     The  Syndicated Loans shall be due and payable  on  the
Maturity Date.  The Borrower promises to pay on the Maturity
Date  all  Syndicated  Loans and  all  unpaid  Reimbursement
Obligations outstanding on such date, together with any  and
all  accrued  and unpaid interest thereon and any  fees  and
other amounts owing hereunder.
     
        Optional  Prepayments  or Repayments  of  Syndicated
Loans.
     
     Subject  to  the  terms  and  conditions  of  5.8,  the
Borrower shall have the right, at its election, to repay  or
prepay the outstanding amount of the Syndicated Loans, as  a
whole  or  in part, at any time without penalty or  premium.
The  Borrower shall give the Administrative Agent, no  later
than 11:00 a.m. (Boston time) one (1) Business Day prior  to
the proposed date of prepayment or repayment, written notice
(or  telephonic notice confirmed in writing or by facsimile)
of  any  proposed prepayment or repayment pursuant  to  this
2.10,   specifying  the  proposed  date  of  prepayment   or
repayment of Loans and the principal amount to be paid.  The
Administrative  Agent shall promptly  notify  each  Bank  by
written notice (or telephonic notice confirmed in writing or
by facsimile) of such payment.
     
       LETTERS OF CREDIT.
     
       Letter of Credit Commitments.
          
          (a)   Subject  to the terms and conditions  hereof
     and  the  receipt  of  a letter of  credit  request  in
     substantially the form of Exhibit C-2 hereto (a "Letter
     of   Credit  Request")  by  the  Administrative   Agent
     reflecting the Maximum Drawing Amount of all Letters of
     Credit (including the requested Letter of Credit) and a
     Letter of Credit Application, the Administrative Agent,
     on  behalf  of  the  Banks and  in  reliance  upon  the
     representations   and  warranties   of   the   Borrower
     contained  herein  and  the  agreement  of  the   Banks
     contained in 3.1(b) hereof, agrees to issue letters  of
     credit,  in such form as may be requested from time  to
     time   by   the   Borrower  and  agreed   to   by   the
     Administrative   Agent;   provided,   however,    that,
     (i)  after giving effect to such request, the aggregate
     Maximum Drawing Amount of all letters of credit  issued
     at   any  time  under  this  3.1(a)  (the  "Letters  of
     Credit")    shall   not   exceed    the    lesser    of
     (A)  $50,000,000, or (B) the Total Commitment minus the
     outstanding amount of the Loans, and (ii) no Letter  of
     Credit  shall  have an expiration date later  than  the
     earlier  of  (x) twelve (12) months after the  date  of
     issuance (which may incorporate automatic renewals  for
     periods  of up to twelve (12) months), or (y)  fourteen
     (14) Business Days prior to the Maturity Date.
          
          (b)   Each Bank severally agrees that it shall  be
     absolutely liable, without regard to the occurrence  of
     any Default or Event of Default, the termination of the
     Total   Commitment  pursuant  to  12.2,  or  any  other
     condition precedent whatsoever, to the extent  of  such
     Bank's Commitment Percentage thereof, to reimburse  the
     Administrative Agent on demand for the amount  of  each
     draft  paid  by  the Administrative  Agent  under  each
     Letter of Credit to the extent that such amount is  not
     reimbursed  by  the  Borrower  pursuant  to  3.2  (such
     agreement for a Bank being called herein the "Letter of
     Credit  Participation" of such Bank).  Each Bank agrees
     that  its  obligation to reimburse  the  Administrative
     Agent pursuant to this 3.1(b) shall not be affected  in
     any  way  by  any  circumstance other  than  the  gross
     negligence  or willful misconduct of the Administrative
     Agent.
          
          (c)   Each  such reimbursement payment made  by  a
     Bank  to  the Administrative Agent shall be treated  as
     the  purchase by such Bank of a participating  interest
     in  the  Borrower's Reimbursement Obligation under  3.2
     in  an  amount equal to such payment.  Each Bank  shall
     share in accordance with its participating interest  in
     any interest which accrues pursuant to 3.2.
     
       Reimbursement Obligation of the Borrower.
     
     In  order to induce the Administrative Agent to  issue,
extend  and renew each Letter of Credit, the Borrower hereby
agrees to reimburse or pay to the Administrative Agent, with
respect to each Letter of Credit issued, extended or renewed
by the Administrative Agent hereunder, as follows:
          
          (a)   if  any draft presented under any Letter  of
     Credit  is honored by the Administrative Agent  or  the
     Administrative  Agent  otherwise  makes  payment   with
     respect thereto, the sum of (i) the amount paid by  the
     Administrative  Agent  under or with  respect  to  such
     Letter  of  Credit, and (ii) the amount of  any  taxes,
     fees,  charges  or other costs and expenses  whatsoever
     incurred by the Administrative Agent in connection with
     any payment made by the Administrative Agent under,  or
     with  respect  to,  such  Letter  of  Credit,  provided
     however,  if  the  Borrower  does  not  reimburse   the
     Administrative Agent on the Drawdown Date, such  amount
     shall become automatically a Syndicated Loan which is a
     Base Rate Loan advanced hereunder in an amount equal to
     such sum; and
          
          (b)  upon the Maturity Date or the acceleration of
     the  Reimbursement  Obligations  with  respect  to  all
     Letters  of  Credit in accordance with  12,  an  amount
     equal  to  the  then  Maximum  Drawing  Amount  of  all
     outstanding  Letters of Credit shall  be  paid  by  the
     Borrower to the Administrative Agent to be held as cash
     collateral for all Reimbursement Obligations.
     
       Obligations Absolute.
     
     The  Borrower's  obligations  under  this  3  shall  be
absolute  and  unconditional under any and all circumstances
and  irrespective of the occurrence of any Default or  Event
of  Default  or  any condition precedent whatsoever  or  any
setoff,  counterclaim  or  defense  to  payment  which   the
Borrower  may  have  or have had against the  Administrative
Agent,  any  Bank or any beneficiary of a Letter of  Credit.
The  Borrower  further agrees with the Administrative  Agent
and  the  Banks that the Administrative Agent and the  Banks
(i)  shall  not  be  responsible  for,  and  the  Borrower's
Reimbursement  Obligations under 3.2 shall not  be  affected
by,  among  other  things, the validity  or  genuineness  of
documents  or  of  any endorsements thereon,  even  if  such
documents  should  appear on their face to  conform  to  the
requirements of the Letter of Credit but in fact prove to be
in any or all respects invalid, fraudulent or forged (unless
due to the willful misconduct of the Administrative Agent or
any  other  Banks),  or  any dispute between  or  among  the
Borrower and the beneficiary of any Letter of Credit or  any
financing institution or other party to which any Letter  of
Credit   may  be  transferred  or  any  claims  or  defenses
whatsoever  of the Borrower against the beneficiary  of  any
Letter of Credit or any such transferee, and (ii) shall  not
be  liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice,
however transmitted, in connection with any Letter of Credit
except  to the extent of their own willful misconduct.   The
Borrower  agrees  that any action taken or  omitted  by  the
Administrative Agent or any Bank in good faith under  or  in
connection with each Letter of Credit and the related drafts
and  documents shall be binding upon the Borrower and  shall
not   result   in  any  liability  on  the   part   of   the
Administrative  Agent  or  any  Bank  (or  their  respective
affiliates)   to   the  Borrower.   Nothing   herein   shall
constitute  a  waiver by the Borrower of any of  its  rights
against any beneficiary of a Letter of Credit.
     
       Reliance by the Administrative Agent.
     
     To   the   extent  not  inconsistent  with   3.3,   the
Administrative Agent shall be entitled to rely, and shall be
fully  protected  in  relying upon, any  Letter  of  Credit,
draft,  writing,  resolution, notice, consent,  certificate,
affidavit, letter, cablegram, telegram, facsimile, telex  or
teletype   message,  statement,  order  or  other   document
believed  by it in good faith to be genuine and correct  and
to  have  been signed, sent or made by the proper Person  or
Persons  and  upon advice and statements of  legal  counsel,
independent  accountants and other experts selected  by  the
Administrative Agent.
     
       Letter of Credit Fee.
     
     The  Borrower  shall pay a fee (the "Letter  of  Credit
Fee")  equal  to the Applicable L/C Rate for the  number  of
days outstanding on the Maximum Drawing Amount of Letters of
Credit issued hereunder to the Administrative Agent for  the
account of the Banks, to be shared pro-rata by each  of  the
Banks   in   accordance  with  their  respective  Commitment
Percentages.   The  Letter of Credit Fee  shall  be  payable
quarterly  in  arrears  on the first day  of  each  calendar
quarter  for  the  quarter just ended, commencing  April  1,
1997,  and on the Maturity Date.  In addition, the  Borrower
shall  pay  an  issuing fee (the "Issuance  Fee")  equal  to
0.125% per annum on the Maximum Drawing Amount of Letters of
Credit issued hereunder to the Administrative Agent for  its
account,  plus  its  customary  issuance  fee,  payable   in
accordance with customary practice.  The Issuance Fee  shall
be  payable  quarterly in arrears on the first day  of  each
calendar  quarter  for  the quarter just  ended,  commencing
April 1, 1997, and on the Maturity Date.
     
       COMPETITIVE BID LOANS.
     
       The Competitive Bid Option.
     
     In addition to the Syndicated Loans made pursuant to  2
hereof,  the  Borrower  may request  Competitive  Bid  Loans
pursuant  to the terms of this 4.  The Banks may, but  shall
have  no  obligation to, make such offers and  the  Borrower
may, but shall have no obligation to, accept such offers  in
the  manner set forth in this 4.  Notwithstanding any  other
provision  herein  to the contrary, at  no  time  shall  the
aggregate  outstanding principal amount of  Competitive  Bid
Loans  outstanding at any time exceed the sum of  the  Total
Commitment minus the aggregate outstanding principal  amount
of  Syndicated  Loans minus the Maximum  Drawing  Amount  of
Letters  of  Credit  outstanding at such  time.   No  Bank's
funding  of  Competitive Bid Loans shall reduce such  Bank's
obligation  to  lend  its  Commitment  Percentage   of   the
available Total Commitment.
     
       Competitive Bid Notes.
          
          (a)   The obligation of the Borrower to repay  the
     outstanding principal amount of any and all Competitive
     Bid  Loans, plus interest at the applicable Competitive
     Bid  Rate  accrued thereon, shall be evidenced  by  the
     promissory  notes of the Borrower in substantially  the
     form  of  Exhibit  B hereto (each, a  "Competitive  Bid
     Note"),   dated  as  of  the  Closing  Date   (or   the
     syndication   date,  if  later)  and   completed   with
     appropriate insertions.  One Competitive Bid Note shall
     be payable to the order of each Bank in an amount equal
     to $450,000,000, and representing the obligation of the
     Borrower to pay such Bank such principal amounts or, if
     less,  the outstanding principal amount of any and  all
     Competitive Bid Loans made by such Bank, plus  interest
     at  the  applicable Competitive Bid Rate or Competitive
     Bid Margin accrued thereon, as set forth herein.
          
          (b)   The Borrower irrevocably authorizes (i) each
     Bank to make or cause to be made, in connection with  a
     Drawdown  Date of any Competitive Bid Loan  or  at  the
     time  of  receipt of any payment of principal  on  such
     Bank's   Competitive  Bid  Note  in  the  case   of   a
     Competitive Bid Note, an appropriate notation  on  such
     Bank's  records  or on the schedule  attached  to  such
     Bank's  Competitive Bid Note or a continuation of  such
     schedule attached thereto, reflecting the making of the
     Competitive Bid Loan or the receipt of such payment (as
     the  case may be) and may, prior to any transfer  of  a
     Competitive  Bid  Note, endorse  on  the  reverse  side
     thereof the outstanding principal amount of Competitive
     Bid Loans evidenced thereby.  The outstanding amount of
     the  Competitive  Bid Loans set forth  on  such  Bank's
     records  shall be prima facie evidence of the principal
     amount  thereof owing and unpaid to such Bank, but  the
     failure  to  record, or any error in so recording,  any
     such  amount  shall not limit or otherwise  affect  the
     obligations of the Borrower hereunder to make  payments
     of principal of or interest on any Competitive Bid Loan
     when due.
     
         Competitive  Bid  Quote  Request;  Invitation   for
Competitive Bid Quotes.
          
          (a)  When the Borrower wishes to request offers to
     make  Competitive  Bid Loans under  this  4,  it  shall
     transmit  to  the  Administrative  Agent  by  telex  or
     facsimile a Competitive Bid Quote Request substantially
     in  the  form  of Exhibit F hereto (a "Competitive  Bid
     Quote Request") so as to be received no later than 1:00
     p.m.  (Boston  time)  (x) five (5) Eurodollar  Business
     Days  prior to the requested Drawdown Date in the  case
     of  a  LIBOR Competitive Bid Loan (a "LIBOR Competitive
     Bid  Loan")  or (y) one (1) Business Day prior  to  the
     requested  Drawdown  Date in the case  of  an  Absolute
     Competitive  Bid  Loan  (an "Absolute  Competitive  Bid
     Loan"), specifying:
               
               (i)  the requested Drawdown Date (which  must
          be  a  Eurodollar Business Day in the  case  of  a
          LIBOR  Competitive Bid Loan or a Business  Day  in
          the case of an Absolute Competitive Bid Loan);
               
               (ii) the aggregate amount of such Competitive
          Bid  Loans, which shall be $10,000,000  or  larger
          multiples of $1,000,000;
               
               (iii)  the duration of the Interest Period(s)
          applicable  thereto, subject to the provisions  of
          the definition of Interest Period; and
               
               (iv)   whether  the  Competitive  Bid  Quotes
          requested  are  LIBOR  Competitive  Bid  Loans  or
          Absolute Competitive Bid Loans.
     
     The Borrower may request offers to make Competitive Bid
     Loans  for  more than one Interest Period in  a  single
     Competitive Bid Quote Request.  No new Competitive  Bid
     Quote  Request  shall be given until the  Borrower  has
     notified the Administrative Agent of its acceptance  or
     non-acceptance  of the Competitive Bid Quotes  relating
     to any outstanding Competitive Bid Quote Request.
          
          (b)   Promptly  upon receipt of a Competitive  Bid
     Quote  Request and payment by the Borrower of a  $2,000
     auction  fee  to the Administrative Agent for  its  own
     account,  the Administrative Agent shall  send  to  the
     Banks   by   telecopy  or  facsimile  transmission   an
     Invitation for Competitive Bid Quotes substantially  in
     the   form   of  Exhibit  G  hereto  ("Invitation   for
     Competitive  Bid  Quotes"), which shall  constitute  an
     invitation  by  the  Borrower to each  Bank  to  submit
     Competitive Bid Quotes in accordance with this 4.
     
       Alternative Manner of Procedure.
     
     If,  after receipt by the Administrative Agent and each
of  the  Banks of a Competitive Bid Quote Request  from  the
Borrower  in  accordance with 4.3, the Administrative  Agent
or any Bank shall be unable to complete any procedure of the
auction  process  described in 4.5 through  4.6  (inclusive)
due  to  the inability of such Person to transmit or receive
communications  through  the means specified  therein,  such
Person may rely on telephonic notice for the transmission or
receipt  of  such  communications.  In any case  where  such
Person shall rely on telephone transmission or receipt,  any
communication made by telephone shall, as soon  as  possible
thereafter, be followed by written confirmation thereof.
     
       Submission and Contents of Competitive Bid Quotes.
          
          (a)   Each  Bank  may,  but  shall  be  under   no
     obligation   to,   submit  a  Competitive   Bid   Quote
     containing  an offer or offers to make Competitive  Bid
     Loans in response to any Competitive Bid Quote Request.
     Each  Competitive  Bid  Quote  must  comply  with   the
     requirements of this 4.5 and must be submitted  to  the
     Administrative Agent by telex or facsimile transmission
     at  its  offices as specified in or pursuant to 20  not
     later  than  (x) 2:00 p.m. (Boston time) on the  fourth
     Eurodollar Business Day prior to the proposed  Drawdown
     Date,  in the case of a LIBOR Competitive Bid  Loan  or
     (y)  10:00 a.m. (Boston time) on the proposed  Drawdown
     Date,  in the case of an Absolute Competitive Bid Loan,
     provided  that Competitive Bid Quotes may be  submitted
     by  the Administrative Agent in its capacity as a  Bank
     only  if  it submits its Competitive Bid Quote  to  the
     Borrower  not  later than (x) one  hour  prior  to  the
     deadline  for the other Banks, in the case of  a  LIBOR
     Competitive  Bid Loan or (y) 15 minutes  prior  to  the
     deadline  for  the  other Banks,  in  the  case  of  an
     Absolute   Competitive  Bid  Loan.   Subject   to   the
     provisions  of  10 and 11 hereof, any  Competitive  Bid
     Quote  so  made  shall be irrevocable except  with  the
     written  consent of the Administrative Agent  given  on
     the instructions of the Borrower.
          
          (b)   Each  Competitive  Bid  Quote  shall  be  in
     substantially the form of Exhibit H hereto and shall in
     any case specify:
               
               (i)  the proposed Drawdown Date;
               
               (ii)  the principal amount of the Competitive
          Bid  Loan  for which each proposal is being  made,
          which principal amount (w) may be greater than  or
          less than the Commitment of the quoting Bank,  (x)
          must   be   $5,000,000  or  larger  multiples   of
          $1,000,000,  (y)  may  not  exceed  the  aggregate
          principal  amount  of Competitive  Bid  Loans  for
          which offers were requested and (z) may be subject
          to  an  aggregate limitation as to  the  principal
          amount  of Competitive Bid Loans for which  offers
          being made by such quoting Bank may be accepted;
               
               (iii)    the  Interest  Period(s)  for  which
          Competitive Bid Quotes are being submitted;
               
               (iv)  in the case of a LIBOR Competitive  Bid
          Loan,  the  margin above or below  the  applicable
          LIBOR  Rate (the "Competitive Bid Margin") offered
          for each such Competitive Bid Loan, expressed as a
          percentage (specified to the nearest 1/10,000th of
          1%)  to be added to or subtracted from such  LIBOR
          Rate;
               
               (v)   in  the case of an Absolute Competitive
          Bid   Loan,   the  rate  of  interest  per   annum
          (specified to the nearest 1/10,000th of  1%)  (the
          "Competitive  Bid  Rate") offered  for  each  such
          Absolute Competitive Bid Loan; and
               
               (vi)  the identity of the quoting Bank.
     
     A  Competitive  Bid Quote may include up  to  five  (5)
     separate  offers  by the quoting Bank with  respect  to
     each   Interest   Period  specified  in   the   related
     Invitation for Competitive Bid Quotes.
          
          (c)    Any   Competitive  Bid   Quote   shall   be
     disregarded if it:
               
               (i)   is  not  substantially in the  form  of
          Exhibit H hereto;
               
               (ii)   contains  qualifying,  conditional  or
          similar language;
               
               (iii)   proposes  terms  other  than  or   in
          addition  to  those  set forth in  the  applicable
          Invitation for Competitive Bid Quotes; or
               
               (iv)   arrives  after the time set  forth  in
          4.5(a) hereof.
     
       Notice to Borrower.
     
     The  Administrative  Agent shall  promptly  notify  the
Borrower  of  the  terms  (x) of any Competitive  Bid  Quote
submitted by a Bank that is in accordance with 4.5  and  (y)
of  any  Competitive Bid Quote that amends, modifies  or  is
otherwise inconsistent with a previous Competitive Bid Quote
submitted  by such Bank with respect to the same Competitive
Bid  Quote  Request.   Any such subsequent  Competitive  Bid
Quote  shall  be  disregarded by  the  Administrative  Agent
unless  such  subsequent Competitive Bid Quote is  submitted
solely   to   correct  a  manifest  error  in  such   former
Competitive Bid Quote.  The Administrative Agent's notice to
the  Borrower  shall  specify (A)  the  aggregate  principal
amount  of Competitive Bid Loans for which offers have  been
received  for each Interest Period specified in the  related
Competitive Bid Quote Request, (B) the respective  principal
amounts  and  Competitive  Bid Margins  or  Competitive  Bid
Rates,  as the case may be, so offered, and the identity  of
the  respective  Banks submitting such offers,  and  (C)  if
applicable, limitations on the aggregate principal amount of
Competitive  Bid  Loans  for  which  offers  in  any  single
Competitive Bid Quote may be accepted.
     
        Acceptance and Notice by Borrower and Administrative
Agent.
    
    Not  later  than  11:00 a.m. (Boston time)  on  (x)  the
third Eurodollar Business Day prior to the proposed Drawdown
Date, in the case of a LIBOR Competitive Bid Loan or (y) the
proposed   Drawdown  Date,  in  the  case  of  an   Absolute
Competitive  Bid  Loan,  the  Borrower  shall   notify   the
Administrative Agent of its acceptance or non-acceptance  of
each  Competitive  Bid Quote in substantially  the  form  of
Exhibit  I hereto ("Notice of Acceptance of Competitive  Bid
Quote(s)").   The  Borrower may accept any  Competitive  Bid
Quote in whole or in part; provided that:
          
          (i)    the  aggregate  principal  amount  of  each
     Competitive  Bid  Loan  may not exceed  the  applicable
     amount  set forth in the related Competitive Bid  Quote
     Request;
          
          (ii)  acceptance of offers may only be made on the
     basis   of   ascending  Competitive  Bid   Margins   or
     Competitive Bid Rates, as the case may be, and
          
          (iii)  the Borrower may not accept any offer  that
     is  described  in subsection 4.5(c) or  that  otherwise
     fails   to  comply  with  the  requirements   of   this
     Agreement.

The  Administrative Agent shall promptly  notify  each  Bank
which  submitted a Competitive Bid Quote of  the  Borrower's
acceptance or non-acceptance thereof.  At the request of any
Bank  which submitted a Competitive Bid Quote and  with  the
consent  of  the  Borrower,  the Administrative  Agent  will
promptly  notify  all Banks which submitted Competitive  Bid
Quotes of (a) the aggregate principal amount of, and (b) the
range  of  Competitive Bid Rates or Competitive Bid  Margins
of,  the  accepted Competitive Bid Loans for each  requested
Interest Period.
     
       Allocation by Administrative Agent.
     
     If  offers are made by two or more Banks with the  same
Competitive Bid Margin or Competitive Bid Rate, as the  case
may  be,  for a greater aggregate principal amount than  the
amount  in  respect  of which offers are  accepted  for  the
related Interest Period, the principal amount of Competitive
Bid Loans in respect of which such offers are accepted shall
be allocated by the Administrative Agent among such Banks as
nearly as possible (in such multiples of $1,000,000, as  the
Administrative Agent may deem appropriate) in proportion  to
the    aggregate   principal   amounts   of   such   offers.
Determination by the Administrative Agent of the amounts  of
Competitive Bid Loans shall be conclusive in the absence  of
manifest error.
     
       Funding of Competitive Bid Loans.
     
     If, on or prior to the Drawdown Date of any Competitive
Bid  Loan, the Total Commitment has not terminated  in  full
and if, on such Drawdown Date, the applicable conditions  of
10  and  11  hereof are satisfied, the Bank or  Banks  whose
offers  the Borrower has accepted will fund each Competitive
Bid  Loan  so accepted.  Such Bank or Banks will  make  such
Competitive Bid Loans, by crediting the Administrative Agent
for  further credit to the Borrower's specified account with
the Administrative Agent, in immediately available funds not
later than 2:00 p.m. (Boston time) on such Drawdown Date.
     
       Funding Losses.
     
     If,  after  acceptance  of any  Competitive  Bid  Quote
pursuant  to  4,  the  Borrower  (i)  fails  to  borrow  any
Competitive  Bid  Loan  so accepted on  the  date  specified
therefor,  or (ii) repays or prepays the outstanding  amount
of  the  Competitive Bid Loan prior to the last day  of  the
Interest   Period  relating  thereto,  the  Borrower   shall
indemnify  the  Bank making such Competitive  Bid  Quote  or
funding  such  Competitive  Bid Loan  against  any  loss  or
expense   incurred   by  reason  of   the   liquidation   or
reemployment  of  deposits or other funds acquired  by  such
Bank  to  fund or maintain such unborrowed Loans, including,
without limitation compensation as provided in 5.8.
     
       Repayment of Competitive Bid Loans; Interest.
     
     The principal of each Competitive Bid Loan shall become
absolutely due and payable by the Borrower on the  last  day
of  the  Interest Period relating thereto, and the  Borrower
hereby absolutely and unconditionally promises to pay to the
Administrative  Agent for the account of the relevant  Banks
at  or before 1:00 p.m. (Boston time) on the last day of the
Interest  Periods relating thereto the principal  amount  of
all such Competitive Bid Loans, plus interest thereon at the
applicable Competitive Bid Rates or Competitive Bid Margins,
as  the  case may be.  The Competitive Bid Loans shall  bear
interest  at the rate per annum specified in the  applicable
Competitive  Bid  Quotes.  Interest on the  Competitive  Bid
Loans shall be payable (a) on the last day of the applicable
Interest Periods, and if any such Interest Period is  longer
than  three  (3) months, also on the last day of  the  third
month  following  the commencement of such Interest  Period,
and  (b) on the Maturity Date for all Loans.  Subject to the
terms  of  this Agreement, the Borrower may make Competitive
Bid  Quote  Requests with respect to new borrowings  of  any
amounts so repaid prior to the Maturity Date.
     
        PROVISIONS  RELATING  TO ALL LOANS  AND  LETTERS  OF
CREDIT.
     
       Payments.
          
          (a)    All   payments   of  principal,   interest,
     Reimbursement   Obligations,  fees  (other   than   the
     Issuance  Fee) and any other amounts due  hereunder  or
     under any of the other Loan Documents shall be made  to
     the  Administrative Agent, received at its Head  Office
     in  immediately available funds by 11:00  a.m.  (Boston
     time) on any due date.  If a payment is received by the
     Administrative  Agent from the Borrower  at  or  before
     1:00  p.m.  (Boston  time) on  any  Business  Day,  the
     Administrative  Agent shall on the  same  Business  Day
     transfer in immediately available funds to (1) each  of
     the  Banks,  their pro-rata portion of such payment  in
     accordance    with    their    respective    Commitment
     Percentages,  in the case of payments with  respect  to
     Syndicated  Loans, and (2) the appropriate Bank(s),  in
     the  case  of payments with respect to Competitive  Bid
     Loans.    If   such   payment  is   received   by   the
     Administrative Agent after 1:00 p.m. (Boston  time)  on
     any  Business Day, such transfer shall be made  by  the
     Administrative Agent to the Banks on the next  Business
     Day.   In the event that the Administrative Agent fails
     to  make such transfer to any Bank as set forth  above,
     the  Administrative Agent shall pay  to  such  Bank  on
     demand  an  amount  equal to the  product  of  (i)  the
     average, computed for the period referred to in  clause
     (iii) below, of the weighted average interest rate paid
     by  such  Bank for federal funds acquired by such  Bank
     during each day included in such period, times (ii) the
     amount  (A)  equal to such Bank's Commitment Percentage
     of such payment in the case of payments with respect to
     Syndicated Loans, or (B) of such payment to which  such
     Bank  is  entitled in the case of payments with respect
     to  Competitive Bid Loans, times (iii) a fraction,  the
     numerator  of which is the number of days  that  elapse
     from and including the date of payment to and including
     the  date  on which the amount due to such  Bank  shall
     become  immediately  available to such  Bank,  and  the
     denominator of which is 365.
          
          (b)   All  payments by the Borrower hereunder  and
     under  any  of the other Loan Documents shall  be  made
     without setoff or counterclaim (and the Borrower hereby
     expressly waives any such rights) and free and clear of
     and  without deduction for any taxes, levies,  imposts,
     duties,   charges,   fees,  deductions,   withholdings,
     compulsory  loans,  restrictions or conditions  of  any
     nature  now  or  hereafter imposed  or  levied  by  any
     jurisdiction  or any political subdivision  thereof  or
     taxing  or other authority therein unless the  Borrower
     is   compelled  by  law  to  make  such  deduction   or
     withholding.   If any such obligation is  imposed  upon
     the  Borrower with respect to any amount payable by  it
     hereunder or under any of the other Loan Documents, the
     Borrower will pay to the Administrative Agent  for  the
     account  of  the  Banks (or as the  case  may  be,  the
     Administrative Agent) on the date on which such  amount
     is  due and payable hereunder or under such other  Loan
     Document, such additional amount in Dollars as shall be
     necessary  to  enable the Banks or  the  Administrative
     Agent to receive the same net amount which the Banks or
     the  Administrative Agent would have received  on  such
     due  date had no such obligation been imposed upon  the
     Borrower.   The Borrower will deliver promptly  to  the
     Administrative  Agent  certificates  or   other   valid
     vouchers  for all taxes or other charges deducted  from
     or  paid  with respect to payments made by the Borrower
     hereunder or under such other Loan Document.
          
          (c)   Each  Bank  that  is  not  incorporated   or
     organized  under  the  laws of  the  United  States  of
     America  or a state thereof or the District of Columbia
     (a  "Non-U.S.  Bank") agrees that, prior to  the  first
     date  on  which any payment is due to it hereunder,  it
     will  deliver  to  the Borrower and the  Administrative
     Agent  two  duly  completed  copies  of  United  States
     Internal Revenue Service Form 1001 or 4224 or successor
     applicable form, as the case may be, certifying in each
     case  that  such Non-U.S. Bank is entitled  to  receive
     payments under this Agreement and the Notes payable  to
     it,  without  deduction or withholding  of  any  United
     States  federal income taxes.  Each Non-U.S. Bank  that
     so  delivers  a  Form  1001 or  4224  pursuant  to  the
     preceding  sentence further undertakes  to  deliver  to
     each  of the Borrower and the Administrative Agent  two
     further  copies  of  Form 1001  or  4224  or  successor
     applicable  form, or other manner of certification,  as
     the  case  may be, on or before the date that any  such
     letter or form expires or becomes obsolete or after the
     occurrence of any event requiring a change in the  most
     recent form previously delivered by it to the Borrower,
     and   such  extensions  or  renewals  thereof  as   may
     reasonably be requested by the Borrower, certifying  in
     the case of a Form 1001 or 4224 that such Non-U.S. Bank
     is  entitled  to receive payments under this  Agreement
     and  the Notes without deduction or withholding of  any
     United States federal income taxes, unless in any  such
     case  an  event  (including,  without  limitation,  any
     change in treaty, law or regulation) has occurred prior
     to  the date on which any such delivery would otherwise
     be  required  which renders all such forms inapplicable
     or  which  would prevent such Non-U.S. Bank  from  duly
     completing and delivering any such form with respect to
     it  and such Non-U.S. Bank advises the Borrower that it
     is  not  capable  of  receiving  payments  without  any
     deduction  or  withholding  of  United  States  federal
     income tax.
          
          (d)  The Borrower shall not be required to pay any
     additional  amounts to any Non-U.S. Bank in respect  of
     United  States  Federal  withholding  tax  pursuant  to
     paragraph  (b)  above  to  the  extent  that  (i)   the
     obligation to withhold amounts with respect  to  United
     States Federal withholding tax existed on the date such
     Non-U.S.  Bank became a party to this Credit  Agreement
     or,  with  respect  to payments to a different  lending
     office   designated  by  the  Non-U.S.  Bank   as   its
     applicable lending office (a "New Lending Office"), the
     date  such  Non-U.S. Bank designated such  New  Lending
     Office with respect to a Loan; provided, however,  that
     this  clause  (i) shall not apply to any transferee  or
     New  Lending  Office  as  a result  of  an  assignment,
     transfer  or  designation made at the  request  of  the
     Borrower;  and  provided further,  however,  that  this
     clause  (i) shall not apply to the extent the indemnity
     payment  or additional amounts any transferee, or  Bank
     through  a  New  Lending Office, would be  entitled  to
     receive without regard to this clause (i) do not exceed
     the  indemnity payment or additional amounts  that  the
     Person  making  the  assignment  or  transfer  to  such
     transferee, or Bank making the designation of such  New
     Lending Office, would have been entitled to receive  in
     the   absence   of   such   assignment,   transfer   or
     designation;  or  (ii)  the  obligation  to  pay   such
     additional  amounts would not have  arisen  but  for  a
     failure  by  such  Non-U.S. Bank  to  comply  with  the
     provisions of paragraph (c) above.
          
          (e)   Notwithstanding  the  foregoing,  each  Bank
     agrees to use reasonable efforts (consistent with legal
     and  regulatory  restrictions) to  change  its  lending
     office  to  avoid or to minimize any amounts  otherwise
     payable under paragraph (b) in each case solely if such
     change  can be made in a manner so that such  Bank,  in
     its  sole determination, suffers no legal, economic  or
     regulatory disadvantage.
     
       Mandatory Repayments of the Loans.
     
     If at any time the outstanding amount of the Loans plus
the  Maximum  Drawing Amount of all outstanding  Letters  of
Credit exceeds the Total Commitment whether by reduction  of
the  Total Commitment or otherwise, then the Borrower  shall
immediately   pay  the  amount  of  such   excess   to   the
Administrative Agent (a) for application to the  Loans  (for
application  first to Syndicated Loans, then to  Competitive
Bid Loans, and subject to 5.8), or (b) if no Loans shall  be
outstanding, to be held by the Administrative Agent for  the
benefit of the Banks as collateral security for such  excess
Maximum  Drawing  Amount; provided,  however,  that  if  the
amount  of cash collateral held by the Administrative  Agent
pursuant  to  this  5.2 exceeds the Maximum  Drawing  Amount
required  to  be  collateralized  from  time  to  time,  the
Administrative  Agent  shall  return  such  excess  to   the
Borrower.
     
       Computations.
     
     All computations of interest, Letter of Credit Fees  or
other fees shall be based on a 360-day year and paid for the
actual  number of days elapsed, except that computations  of
the  Base Rate shall be based on a 365 day year and paid for
the  actual  number  of days elapsed.   Whenever  a  payment
hereunder  or under any of the other Loan Documents  becomes
due  on  a day that is not a Business Day, the due date  for
such  payment  shall  be  extended to  the  next  succeeding
Business   Day,  and  interest  shall  accrue  during   such
extension;  provided that for any Interest  Period  for  any
Eurodollar Loan if such next succeeding Business  Day  falls
in  the next succeeding calendar month or after the Maturity
Date,  it  shall  be  deemed to end on  the  next  preceding
Business Day.
     
         Illegality;   Inability  to  Determine   Eurodollar
Rate.
          
          (a)  Notwithstanding any other provision  of  this
     Agreement,  if the introduction of, any change  in,  or
     any  change  in  the  interpretation  of,  any  law  or
     regulation  applicable  to  any  Bank  shall  make   it
     unlawful  for  any Bank to make or maintain  Eurodollar
     Loans,  such Bank shall forthwith give notice  of  such
     circumstances  to  the Borrower and the  Administrative
     Agent and thereupon (i) the commitment of such Bank  to
     make  Eurodollar Loans or convert Base  Rate  Loans  to
     Eurodollar Loans shall forthwith be suspended and  (ii)
     such Bank's outstanding Eurodollar Loans, if any, shall
     be  converted automatically to Base Rate Loans  on  the
     last  day  of each Interest Period applicable  to  such
     Eurodollar  Loans  or  such  earlier  date  as  may  be
     required  by law.  The Borrower hereby agrees  promptly
     to pay the Administrative Agent for the account of such
     Bank,  upon demand by such Bank, any additional amounts
     necessary  to  compensate  such  Bank  for  any   costs
     incurred  by  such  Bank in making  any  conversion  in
     accordance  with  this 5.4, including any  interest  or
     fees  payable by such Bank to lenders of funds obtained
     by it in order to make or maintain its Eurodollar Loans
     hereunder.
          
          (b) In the event, prior to the commencement of any
     Interest  Period relating to any Eurodollar  Loan,  the
     Administrative  Agent  shall  determine  or  shall   be
     notified  by  the  Majority  Banks  that  adequate  and
     reasonable  methods do not exist for  ascertaining  the
     Eurodollar  Rate that would otherwise be applicable  to
     any  Eurodollar Loan during such Interest  Period,  the
     Administrative  Agent shall forthwith  give  notice  of
     such  determination  (which  shall  be  conclusive  and
     binding  on the Borrower and the Banks) to the Borrower
     and  the  Banks.   In such event (i)  any  request  for
     Eurodollar Loans hereunder or request to convert a Base
     Rate  Loan  to a Eurodollar Loan shall be automatically
     withdrawn and shall be deemed a request for a Base Rate
     Loan, (ii) each Eurodollar Loan will automatically,  on
     the  last  day  of  the  then current  Interest  Period
     thereof,  become  a  Base  Rate  Loan,  and  (iii)  the
     obligations of the Banks to make Eurodollar Loans shall
     be  suspended  until the Administrative  Agent  or  the
     Majority  Banks  (as  applicable)  determine  that  the
     circumstances giving rise to such suspension no  longer
     exist,  whereupon  the  Administrative  Agent,  or  the
     Administrative  Agent  upon  the  instruction  of   the
     Majority Banks, as the case may be, shall so notify the
     Borrower and the Banks.
     
       Additional Costs, Etc.
     
     If  any change in present applicable law or adoption of
any  applicable  law  after the date hereof  (including,  in
either   case,  without  limitation,  statutes,  rules   and
regulations  thereunder and interpretations thereof  by  any
competent  court or by any governmental or other  regulatory
body  or  official  charged with the administration  or  the
interpretation    thereof    and    requests,    directives,
instructions  and notices at any time or from time  to  time
hereafter made upon or otherwise issued to any Bank  by  any
central  bank or other fiscal, monetary or other  authority,
whether or not having the force of law) shall:
          
          (a)   subject such Bank to any tax, levy,  impost,
     duty,  charge,  fee,  deduction or withholding  of  any
     nature  with respect to this Agreement, the other  Loan
     Documents, such Bank's Commitment, or the Loans  (other
     than  taxes  based upon or measured by  the  income  or
     profits of such Bank imposed by the jurisdiction of its
     incorporation or organization, or the location  of  its
     lending  office,  hereinafter referred  to  as  "Income
     Taxes"); or
          
          (b)   materially  change  the  basis  of  taxation
     (except  for  changes in Income Taxes) of  payments  to
     such  Bank of the principal or of the interest  on  any
     Loans  or any other amounts payable to such Bank  under
     this Agreement or the other Loan Documents; or
          
          (c)   except  as provided in 5.6 or  as  otherwise
     reflected in the Base Rate, the Eurodollar Rate, or the
     Competitive  Bid  Rate, impose or  increase  or  render
     applicable  (other  than  to  the  extent  specifically
     provided  for elsewhere in this Agreement) any  special
     deposit,   reserve,   assessment,  liquidity,   capital
     adequacy or other similar requirements (whether or  not
     having  the  force of law) against assets held  by,  or
     deposits  in  or for the account of, or  loans  by,  or
     commitments of, an office of any Bank with  respect  to
     this   Agreement,   the  other  Loan   Documents,   the
     Commitment, or the Loans; or
          
          (d)   impose on such Bank any other conditions  or
     requirements with respect to this Agreement, the  other
     Loan  Documents, the Loans, such Bank's Commitment,  or
     any  class of loans or commitments of which any of  the
     Loans  or such Bank's Commitment forms a part, and  the
     result of any of the foregoing is
               
               (i)   to  increase the cost to such  Bank  of
          making,  funding, issuing, renewing, extending  or
          maintaining  the Loans or such Bank's  Commitment,
          or issuing or participating in Letters of Credit;
               
               (ii)  to  reduce  the  amount  of  principal,
          interest  or  other amount payable  to  such  Bank
          hereunder on account of such Bank's Commitment  or
          the Loans;
               
               (iii)      to  require such Bank to make  any
          payment  or  to forego any interest or  other  sum
          payable hereunder, the amount of which payment  or
          foregone  interest or other sum is  calculated  by
          reference   to  the  gross  amount  of   any   sum
          receivable  or deemed received by such  Bank  from
          the Borrower hereunder,
          
          then,  and  in each such case, the Borrower  will,
     upon demand made by such Bank at any time and from time
     to  time  as often as the occasion therefore may  arise
     (which  demand  shall  be accompanied  by  a  statement
     setting  forth the basis of such demand which shall  be
     conclusive  absent manifest error), pay such reasonable
     additional  amounts as will be sufficient to compensate
     such Bank for such additional costs, reduction, payment
     or foregone interest or other sum.
     
       Capital Adequacy.
     
     If  any Bank shall have determined that, after the date
hereof,  the  adoption  of  any  applicable  law,  rule   or
regulation regarding capital adequacy, or any change in  any
such  law,  rule,  or  regulation,  or  any  change  in  the
interpretation or administration thereof by any governmental
authority,  central bank or comparable agency  charged  with
the interpretation or administration thereof, or any request
or  directive  regarding capital adequacy  (whether  or  not
having the force of law) of any such authority, central bank
or  comparable  agency,  has or would  have  the  effect  of
reducing the rate of return on capital of such Bank (or  any
corporation controlling such Bank) as a consequence of  such
Bank's  obligations hereunder to a level  below  that  which
such  Bank (or any corporation controlling such Bank)  could
have  achieved  but  for such adoption, change,  request  or
directive  (taking  into  consideration  its  policies  with
respect  to  capital adequacy) by an amount deemed  by  such
Bank  to be material, then from time to time, within 15 days
after  demand by such Bank, the Borrower shall pay  to  such
Bank  such  additional amount or amounts as  will,  in  such
Bank's reasonable determination, fairly compensate such Bank
(or   any  corporation  controlling  such  Bank)  for   such
reduction.   Each  Bank shall allocate such  cost  increases
among its customers in good faith and on an equitable basis.
     
       Certificate.
     
     A  certificate  setting  forth the  additional  amounts
payable  pursuant  to  5.4, 5.5  or  5.6  and  a  reasonable
explanation of such amounts which are due, submitted by  any
Bank  to  the Borrower, shall be conclusive, absent manifest
error, that such amounts are due and owing.
     
       Eurodollar and Competitive Bid Indemnity.
     
     The  Borrower  agrees to indemnify each  Bank  and  the
Administrative  Agent  and to hold them  harmless  from  and
against  any reasonable loss, cost or expense that any  Bank
and  the  Administrative Agent may sustain  or  incur  as  a
consequence of (a) the default by the Borrower in payment of
the  principal  amount of or any interest on any  Eurodollar
Loans  or Competitive Bid Loans as and when due and payable,
including any such loss or expense arising from interest  or
fees  payable  by  any Bank or the Administrative  Agent  to
lenders  of  funds obtained by it in order to  maintain  its
Eurodollar  Loans or Competitive Bid Loans, (b) the  default
by  the Borrower in making a borrowing of a Eurodollar  Loan
or  Competitive Bid Loan or conversion of a Eurodollar  Loan
or  a  prepayment  of a Eurodollar or Competitive  Bid  Loan
other  than  on an Interest Payment Date after the  Borrower
has  given  (or  is deemed to have given) a Syndicated  Loan
Request,  a  notice pursuant to 2.7, a Notice of  Acceptance
of  Competitive Bid Quote(s), or a notice pursuant to  2.10,
as  the case may be, and (c) the making of any payment of  a
Eurodollar  Loan or Competitive Bid Loan, or the  making  of
any conversion of any Eurodollar Loan to a Base Rate Loan on
a  day  that is not the last day of the applicable  Interest
Period  with  respect  thereto.   Such  loss  or  reasonable
expense shall include an amount equal to the excess, if any,
as  reasonably determined by each Bank of (i)  its  cost  of
obtaining the funds for (A) the Eurodollar Loan being  paid,
prepaid, converted, not converted, or not borrowed,  as  the
case  may  be  (based on the Eurodollar Rate),  or  (B)  the
Competitive  Bid Loan being paid, prepaid, or not  borrowed,
as  the case may be (based on the Competitive Bid Rate)  for
the  period  from  the  date  of such  payment,  prepayment,
conversion,  or failure to borrow  or convert, as  the  case
may be, to the last day of the Interest Period for such Loan
(or, in the case of a failure to borrow, the Interest Period
for  the Loan which would have commenced on the date of such
failure  to  borrow) over (ii) the amount  of  interest  (as
reasonably  determined by such Bank) that would be  realized
by  such  Bank  in reemploying the funds so  paid,  prepaid,
converted, or not borrowed, converted, or prepaid  for  such
period  or  Interest  Period, as  the  case  may  be,  which
determinations shall be conclusive absent manifest error.
     
       Interest on Overdue Amounts.
     
     Overdue  principal  and  (to the  extent  permitted  by
applicable law) interest on the Loans and all other  overdue
amounts  payable hereunder or under any of  the  other  Loan
Documents shall bear interest compounded monthly and payable
on demand at a rate per annum equal to the Base Rate plus 2%
until  such amount shall be paid in full (after as  well  as
before judgment).
     
       Interest Limitation.
     
     Notwithstanding any other term of this Agreement or the
Notes,  any  other  Loan  Document  or  any  other  document
referred  to   herein  or  therein, the  maximum  amount  of
interest  which  may  be charged to or  collected  from  any
person liable hereunder or under the Notes by any Bank shall
be  absolutely limited to, and shall in no event exceed, the
maximum  amount of interest which could lawfully be  charged
or  collected by such Bank under applicable laws (including,
to  the  extent applicable, the provisions of  5197  of  the
Revised  Statutes  of  the  United  States  of  America,  as
amended, 12 U.S.C. 85, as amended).
     
       Reasonable Efforts to Mitigate.
     
     Each  Bank agrees that as promptly as practicable after
it  becomes  aware  of the occurrence of  an  event  or  the
existence of a condition that would cause it to be  affected
under  5.4,  5.5 or 5.6, such Bank will give notice  thereof
to  the  Borrower, with a copy to the Administrative  Agent,
and,  to  the  extent so requested by the Borrower  and  not
inconsistent with such Bank's internal policies,  such  Bank
shall  use reasonable efforts and take such actions  as  are
reasonably appropriate if as a result thereof the additional
moneys which would otherwise be required to be paid to  such
Bank  pursuant  to  such  subsections  would  be  materially
reduced,  or  the illegality or other adverse  circumstances
which would otherwise require a conversion of such Loans  or
result in the inability to make such Loans pursuant to  such
sections  would  cease to exist, and in  each  case  if,  as
determined  by such Bank in its sole discretion, the  taking
such  actions would not adversely affect such Loans or  such
Bank or otherwise be disadvantageous to such Bank.
     
       Replacement of Banks.
     
     If  any Bank (an "Affected Bank") (i) makes demand upon
the  Borrower for (or if Borrower is otherwise  required  to
pay)  amounts  pursuant to 5.5 or 5.6,  (ii)  is  unable  to
make or maintain Eurodollar Loans as a result of a condition
described  in  5.4  or (iii) defaults in its  obligation  to
make  Loans  in accordance with the terms of this  Agreement
(such  Bank  being referred to as a "Defaulting Bank"),  the
Borrower  may,  within 90 days of receipt  of  such  demand,
notice  (or  the occurrence of such other event causing  the
Borrower to be required to pay such compensation or  causing
5.4  to  be applicable), or default, as the case may be,  by
notice   (a   "Replacement  Notice")  in  writing   to   the
Administrative Agent and such Affected Bank (A) request  the
Affected Bank to cooperate with the Borrower in obtaining  a
replacement  bank  satisfactory to the Administrative  Agent
and  the Borrower (the "Replacement Bank"); (B) request  the
non-Affected Banks to acquire and assume all of the Affected
Bank's Loans and Commitment, as provided herein, but none of
such  Banks  shall be under an obligation to do so;  or  (C)
designate a Replacement Bank reasonably satisfactory to  the
Administrative Agent.  If any satisfactory Replacement  Bank
shall  be  obtained,  and/or any of the  non-Affected  Banks
shall agree to acquire and assume all of the Affected Bank's
Loans and Commitment, then such Affected Bank shall, so long
as   no  Event  of  Default  shall  have  occurred  and   be
continuing,  assign,  in accordance  with  18,  all  of  its
Commitment,  Loans, Notes and other rights  and  obligations
under  this Agreement and all other Loan Documents  to  such
Replacement Bank or non-Affected Banks, as the case may  be,
in  exchange for payment of the principal amount so assigned
and all interest and fees accrued on the amount so assigned,
plus  all  other  Obligations then due and  payable  to  the
Affected  Bank; provided, however, that (i) such  assignment
shall  be  without recourse, representation or warranty  and
shall be on terms and conditions reasonably satisfactory  to
such  Affected  Bank and such Replacement Bank  and/or  non-
Affected  Banks, as the case may be, and (ii) prior  to  any
such  assignment,  the  Borrower shall  have  paid  to  such
Affected Bank all amounts properly demanded and unreimbursed
under  5.4,  5.5, 5.6 and 5.8.  Upon the effective  date  of
such  assignment, the Borrower shall issue replacement Notes
to  such Replacement Bank and/or non-Affected Banks, as  the
case may be, and such institution shall become a "Bank"  for
all  purposes  under  this  Agreement  and  the  other  Loan
Documents.
     
       Advances by Administrative Agent.
     
     The  Administrative Agent may (unless earlier  notified
to  the contrary by any Bank by 12:00 noon (Boston time) one
(1)  Business  Day prior to any Drawdown Date)  assume  that
each Bank has made available (or will before the end of such
Business Day make available) to the Administrative Agent the
amount of such Bank's Commitment Percentage with respect  to
the  Syndicated  Loan (or, in the case  of  Competitive  Bid
Loans,  the  amount  of  such  Bank's  accepted  offers   of
Competitive  Bid Loans, if any) to be made on such  Drawdown
Date,  and  the Administrative Agent may (but shall  not  be
required  to),  in  reliance  upon  such  assumption,   make
available  to the Borrower a corresponding amount.   If  any
Bank makes such amount available to the Administrative Agent
on  a date after such Drawdown Date, such Bank shall pay the
Administrative  Agent  on demand  an  amount  equal  to  the
product of (i) the average, computed for the period referred
to  in  clause  (iii) below, of the weighted average  annual
interest  rate paid by the Administrative Agent for  federal
funds  acquired by the Administrative Agent during each  day
included in such period times (ii) the amount equal to  such
Bank's Commitment Percentage of such Syndicated Loan (or, in
the  case  of  a  Competitive Bid Loan, the amount  of  such
Bank's accepted offer of such Competitive Bid Loan, if any),
times (iii) a fraction, the numerator of which is the number
of days that elapse from and including such Drawdown Date to
but not including the date on which the amount equal to such
Bank's Commitment Percentage of such Syndicated Loan, or the
amount  of  such Bank's accepted offers of such  Competitive
Bid   Loan,  shall  become  immediately  available  to   the
Administrative Agent, and the denominator of which  is  365.
A  statement of the Administrative Agent submitted  to  such
Bank  with respect to any amounts owing under this paragraph
shall be prima facie evidence of the amount due and owing to
the  Administrative Agent by such Bank.  If such  amount  is
not  in  fact made available to the Administrative Agent  by
such  Bank  within three (3) Business Days of such  Drawdown
Date,  the Administrative Agent shall be entitled  to  debit
the  Borrower's  accounts to recover such  amount  from  the
Borrower, with interest thereon at the applicable  rate  per
annum.
     
       REPRESENTATIONS AND WARRANTIES.
     
     The Borrower represents and warrants to the Banks that:
     
       Corporate Authority.
          
          (a)   Incorporation; Good Standing.  The  Borrower
     and  each of its Subsidiaries (i) is a corporation duly
     organized, validly existing and in good standing  under
     the   laws   of   its   respective   jurisdiction    of
     incorporation,  (ii) has all requisite corporate  power
     to  own  its property and conduct its business  as  now
     conducted and as presently contemplated, and  (iii)  is
     in  good standing as a foreign corporation and is  duly
     authorized to do business in each jurisdiction in which
     its  property  or  business as presently  conducted  or
     contemplated makes such qualification necessary, except
     where  a  failure to be so qualified would not  have  a
     material  adverse  effect on the  business,  assets  or
     financial   condition   of   the   Borrower   and   its
     Subsidiaries as a whole.
          
          (b)   Authorization.  The execution, delivery  and
     performance  of the Loan Documents and the transactions
     contemplated  hereby and thereby  (i)  are  within  the
     corporate  authority of the Borrower,  (ii)  have  been
     duly  authorized by all necessary corporate proceedings
     on the part of the Borrower, (iii) do not conflict with
     or  result  in  any  breach  or  contravention  of  any
     provision of law, statute, rule or regulation to  which
     the  Borrower  or  any Subsidiary  is  subject  or  any
     judgment,  order, writ, injunction, license  or  permit
     applicable to the Borrower or any Subsidiary so  as  to
     materially adversely affect the assets, business or any
     activity  of  the  Borrower and its Subsidiaries  as  a
     whole,  and (iv) do not conflict with any provision  of
     the  corporate charter or bylaws of the Borrower or any
     Subsidiary or any agreement or other instrument binding
     upon the Borrower or any of its Subsidiaries.
          
          (c)  Enforceability.   The execution, delivery and
     performance of the Loan Documents by the Borrower  will
     result in valid and legally binding obligations of  the
     Borrower enforceable against it in accordance with  the
     respective  terms  and provisions hereof  and  thereof,
     except  as  enforceability is  limited  by  bankruptcy,
     insolvency,  reorganization, moratorium or  other  laws
     relating  to or affecting generally the enforcement  of
     creditors   rights  and  except  to  the  extent   that
     availability  of the remedy of specific performance  or
     injunctive relief is subject to the discretion  of  the
     court  before  which  any proceeding  therefor  may  be
     brought.
     
       Governmental Approvals.
     
     The  execution, delivery and performance  of  the  Loan
Documents  by  the  Borrower and  the  consummation  by  the
Borrower of the transactions contemplated hereby and thereby
do  not require any approval or consent of, or filing  with,
any  governmental  agency  or  authority  other  than  those
already obtained and those required after the date hereof in
connection   with  the  Borrower's  and  its   Subsidiaries'
performance  of their covenants contained  in  7,  8  and  9
hereof.
     
       Title to Properties; Leases.
     
     The Borrower and its Subsidiaries own all of the assets
reflected  in  the  consolidated balance  sheet  as  at  the
Balance  Sheet  Date  or acquired since  that  date  (except
property and assets operated under capital leases or sold or
otherwise  disposed  of in the ordinary course  of  business
since  that  date),  subject  to no  mortgages,  capitalized
leases,   conditional  sales  agreements,  title   retention
agreements,  liens  or other encumbrances  except  Permitted
Liens.
     
       Financial Statements; Solvency.
          
          (a)   There  has been furnished to the  Banks  (i)
     audited  consolidated  financial  statements   of   the
     Borrower  and its Subsidiaries dated the Balance  Sheet
     Date, (ii) estimated pro forma financial statements  of
     the  Borrower  and its Subsidiaries, and Amicon,  dated
     January  11,  1997  and  (iii) forecasted  consolidated
     financial  statements  taking into  account  the  Tylan
     Merger dated January 11, 1997.  All said balance sheets
     and  statements  of operations have  been  prepared  in
     accordance with GAAP (but, in the case of any  of  such
     financial statements which are unaudited, only  to  the
     extent   GAAP   is  applicable  to  interim   unaudited
     reports), fairly present the financial condition of the
     Borrower and its Subsidiaries or, to the best knowledge
     of  the  Borrower  after  due inquiry,  Tylan  and  its
     Subsidiaries,  as  the case may be, on  a  consolidated
     basis, as at the close of business on the dates thereof
     and  the  results  of operations for the  periods  then
     ended,  subject,  in  the  case  of  unaudited  interim
     financial  statements, to changes resulting from  audit
     and  normal year-end adjustments and to the absence  of
     complete    footnotes.    There   are   no   contingent
     liabilities of the Borrower and its Subsidiaries, or of
     Tylan  and its Subsidiaries involving material amounts,
     known  to the officers of the Borrower, which have  not
     been  disclosed in said balance sheets and the  related
     notes thereto or otherwise in writing to the Banks.
          
          (b)   The  Borrower  and  its  Subsidiaries  on  a
     consolidated basis (both before and after giving effect
     to  the  transactions contemplated  by  this  Agreement
     including the Tylan Tender Offer and the Tylan  Merger)
     are  and will be solvent (i.e., they have assets having
     a  fair  value in excess of the amount required to  pay
     their  probable liabilities on their existing debts  as
     they  become absolute and matured) and have, and expect
     to  have, the ability to pay their debts from  time  to
     time  incurred  in connection therewith as  such  debts
     mature.
     
       No Material Changes, Etc.
     
     Since  the  Balance  Sheet Date, in  the  case  of  the
Borrower and its Subsidiaries, and since December 31,  1995,
in  the  case of Amicon, and, to the best knowledge  of  the
Borrower after due inquiry, since October 31, 1996,  in  the
case  of Tylan and its Subsidiaries, there have occurred  no
material  adverse  changes  in  the  consolidated  financial
condition,  business  or  assets of  the  Borrower  and  its
Subsidiaries, or Tylan and its Subsidiaries, taken together,
as  shown on or reflected in the consolidated balance sheets
of  the  Borrower  and its Subsidiaries, or  Tylan  and  its
Subsidiaries,  as at the respective Balance  Sheet  Date  or
October   31,  1996,  as  applicable,  or  the  consolidated
statements  of income for the period then ended  other  than
changes  in the ordinary course of business which  have  not
had  any material adverse effect either individually  or  in
the aggregate on the financial condition, business or assets
of  the  Borrower  and its Subsidiaries, or  Tylan  and  its
Subsidiaries, taken together.  Since the Balance Sheet Date,
in the case of the Borrower and its Subsidiaries and, to the
best  knowledge  of  the Borrower after due  inquiry,  since
October  31, 1996 in the case of Tylan and its Subsidiaries,
there   have   not   been   any   Distributions   (including
Distributions made by Tylan) other than as permitted by  8.4
hereof.   The  parties agree that any charges identified  in
sections  (e),  (f),  and (g) in the  definition  of  EBITDA
related to the Amicon Acquisition and the Tylan Merger shall
not be deemed to be material adverse changes.
     
       Franchises, Patents, Copyrights, Etc.
     
     The Borrower and each of its Subsidiaries possesses all
franchises,  patents, copyrights, trademarks,  trade  names,
licenses  and  permits,  and  rights  in  respect   of   the
foregoing,   adequate  for  the  conduct  of  its   business
substantially as now conducted (other than those the absence
of  which  would not have a material adverse effect  on  the
business, operations or financial condition of the  Borrower
and its Subsidiaries as a whole) without known conflict with
any  rights of others other than a conflict which would  not
have  a  material adverse effect on the financial condition,
business or assets of the Borrower and its Subsidiaries as a
whole.
     
       Litigation.
          
          (a)   Except  as set forth on Schedule 6.7,  there
     are no actions, suits, proceedings or investigations of
     any  kind  pending or, to the knowledge of the Borrower
     or  any  of  its Subsidiaries, threatened  against  the
     Borrower  or any of its Subsidiaries before any  court,
     tribunal  or  administrative  agency  or  board  which,
     either   in  any  case  or  in  the  aggregate,   could
     reasonably  be  expected  to have  a  material  adverse
     effect  on the financial condition, business, or assets
     of  the Borrower and its Subsidiaries, considered as  a
     whole,  or materially impair the right of the  Borrower
     and  its Subsidiaries, considered as a whole, to  carry
     on  business substantially as now conducted, or  result
     in  any substantial liability not adequately covered by
     insurance,  or  for  which adequate  reserves  are  not
     maintained on the consolidated balance sheet  or  which
     question  the validity of any of the Loan Documents  to
     which  the  Borrower or any of its  Subsidiaries  is  a
     party,  or  any  action taken or to be  taken  pursuant
     hereto or thereto.
          
          (b)   Except as set forth in Schedule 6.7  hereto,
     there   are   no   actions,   suits,   proceedings   or
     investigations of any kind pending or, to the knowledge
     of the Borrower or any of its Subsidiaries, threatened,
     before any court, tribunal or administrative agency  or
     board  which  contest the validity of the Tylan  Tender
     Offer or the Tylan Merger.
     
       Compliance With Other Instruments, Laws, Etc.
     
     Neither the Borrower nor any of its Subsidiaries is (a)
violating any provision of its charter documents or  by-laws
or  (b) any agreement or instrument by which any of them may
be  subject  or  by  which  any of  them  or  any  of  their
properties  may be bound or any decree, order, judgment,  or
any  statute, license, rule or regulation, in a manner which
could  (in  the case of such agreements or such instruments)
reasonably  be  expected  to result  in  the  imposition  of
substantial penalties or materially and adversely affect the
financial  condition,  business or  assets  of  any  of  the
Borrower and its Subsidiaries, considered as a whole.
     
       Tax Status.
     
     The  Borrower  and  its  Subsidiaries  have  filed  all
federal  and state income and all other tax returns, reports
and   declarations  (or  obtained  extensions  with  respect
thereto)  required by applicable law to  be  filed  by  them
(unless  and  only to the extent that the Borrower  or  such
Subsidiary  has set aside on its books provisions reasonably
adequate for the payment of all unpaid and unreported  taxes
as  required  by  GAAP); and have paid all taxes  and  other
governmental  assessments  and charges  (other  than  taxes,
assessments  and  other  governmental  charges  imposed   by
foreign  jurisdictions  which  in  the  aggregate  are   not
material  to the financial condition, business or assets  of
the Borrower or such Subsidiary on an individual basis or of
the  Borrower and Subsidiary on a consolidated  basis)  that
are  material in amount, shown or determined to  be  due  on
such  returns, reports and declarations, except those  being
contested in good faith; and, as required by GAAP, have  set
aside on their books provisions reasonably adequate for  the
payment  of all taxes for periods subsequent to the  periods
to  which  such  returns,  reports  or  declarations  apply.
Except  to  the extent contested in the manner permitted  in
the  preceding sentence, there are no unpaid  taxes  in  any
material  amount  claimed  by the taxing  authority  of  any
jurisdiction  to  be due and owing by the  Borrower  or  any
Subsidiary, nor do the officers of the Borrower  or  any  of
its Subsidiaries know of any basis for any such claim.
     
       No Event of Default.
     
     No  Default  or  Event of Default has occurred  and  is
continuing.
     
       Holding Company and Investment Company Acts.
     
     Neither the Borrower nor any of its Subsidiaries  is  a
"holding  company", or a "subsidiary company" of a  "holding
company", or an "affiliate" of a "holding company", as  such
terms are defined in the Public Utility Holding Company  Act
of  1935;  nor  is  any  of  them a  "registered  investment
company",   or  an  "affiliated  company"  or  a  "principal
underwriter" of a "registered investment company",  as  such
terms are defined in the Investment Company Act of 1940,  as
amended.
     
       Absence of Financing Statements, Etc.
     
     Except as permitted by 8.1 of this Agreement, there  is
no   effective  financing  statement,  security   agreement,
chattel  mortgage, real estate mortgage or  other  documents
filed  or  recorded  with any filing records,  registry,  or
other public office, which purports to cover, affect or give
notice  of  any  present  or possible  future  lien  on,  or
security  interests  in,  any  assets  or  property  of  the
Borrower or any of its Subsidiaries or right thereunder.
     
       Employee Benefit Plans.
          
          (a)   In General.  Each Employee Benefit Plan  has
     been  maintained  and  operated in  compliance  in  all
     material respects with the provisions of ERISA and,  to
     the  extent  applicable, the Code,  including  but  not
     limited   to   the  provisions  thereunder   respecting
     prohibited transactions.
          
          (b)   Terminability of Welfare Plans.  Under  each
     Employee  Benefit  Plan which is  an  employee  welfare
     benefit  plan within the meaning of 3(1) or 3(2)(B)  of
     ERISA, no benefits are due unless the event giving rise
     to   the  benefit  entitlement  occurs  prior  to  plan
     termination (except as required by Title I, part  6  of
     ERISA.)   The  Borrower, each of its  Subsidiaries,  or
     ERISA  Affiliate,  as appropriate, may  terminate  each
     such plan at any time (or at any time subsequent to the
     expiration  of any applicable bargaining agreement)  in
     the  discretion of such Borrower, Subsidiary, or  ERISA
     Affiliate without material liability to any Person.
          
          (c)    Guaranteed   Pension  Plans.    Except   as
     disclosed in Schedule 6.13(c), neither the Borrower nor
     any of its Subsidiaries is a sponsor of, or contributor
     to, a Guaranteed Pension Plan.
          
          (d)   Multiemployer Plans.  None of the  Borrower,
     any  of  its Subsidiaries, nor any ERISA Affiliate  has
     incurred  any  material liability (including  secondary
     liability) to any Multiemployer Plan as a result  of  a
     complete  or partial withdrawal from such Multiemployer
     Plan  under 4201 of ERISA or as a result of a  sale  of
     assets  described  in  4204  of  ERISA.   None  of  the
     Borrower,  any  of  its  Subsidiaries,  or  any   ERISA
     Affiliate has been notified that any Multiemployer Plan
     is  in  reorganization or is insolvent under and within
     the  meaning  of  4241 or 4245 of  ERISA  or  that  any
     Multiemployer  Plan intends to terminate  or  has  been
     terminated under 4041A of ERISA.
     
       Environmental Compliance.
     
     Except as set forth on Schedule 6.14:
          
          (a)   None  of the Borrower, its Subsidiaries,  or
     any  operator of their properties, is in violation,  or
     alleged violation, of any judgment, decree, order, law,
     permit,  license,  rule  or  regulation  pertaining  to
     environmental  matters, including  without  limitation,
     those  arising  under  the  Resource  Conservation  and
     Recovery  Act ("RCRA"), the Comprehensive Environmental
     Response,  Compensation and Liability Act  of  1980  as
     amended   ("CERCLA"),  the  Superfund  Amendments   and
     Reauthorization Act of 1986 ("SARA"), the Federal Clean
     Water  Act,  the  Federal  Clean  Air  Act,  the  Toxic
     Substances Control Act, or any state or local  statute,
     regulation,  ordinance, order  or  decree  relating  to
     health,  safety, waste transportation or  disposal,  or
     the   environment  (the  "Environmental  Laws"),  which
     violation would have a material adverse effect  on  the
     business, assets or financial condition of the Borrower
     and its Subsidiaries on a consolidated basis.
          
          (b)  Except as described on Schedule 6.14, neither
     the  Borrower nor any of its Subsidiaries has  received
     notice   from   any  third  party  including,   without
     limitation:  any  federal, state or local  governmental
     authority, (i) that any one of them has been identified
     by  the  United States Environmental Protection  Agency
     ("EPA") as a potentially responsible party under CERCLA
     with   respect  to  a  site  listed  on  the   National
     Priorities  List, 40 C.F.R. Part 300 Appendix  B;  (ii)
     that  any  hazardous  waste, as defined  by  42  U.S.C.
     6903(5),  any  hazardous substances as  defined  by  42
     U.S.C.  9601(14),  any  pollutant  or  contaminant   as
     defined  by 42 U.S.C. 9601(33) and any toxic substance,
     oil  or  hazardous  materials  or  other  chemicals  or
     substances   regulated  by  any   Environmental   Laws,
     excluding   household   hazardous   waste   ("Hazardous
     Substances")  which  any  one of  them  has  generated,
     transported or disposed of, has been found at any  site
     at  which  a  federal, state or local agency  or  other
     third  party  has  conducted or has  ordered  that  the
     Borrower  or any of its Subsidiaries conduct a remedial
     investigation,   removal  or  other   response   action
     pursuant to any Environmental Law; or (iii) that it  is
     or  shall be a named party to any claim, action,  cause
     of   action,   complaint,   legal   or   administrative
     proceeding  arising out of any third party's incurrence
     of  costs,  expenses,  losses or damages  of  any  kind
     whatsoever in connection with the release of  Hazardous
     Substances.
          
          (c)   (i) No portion of the Real Property or other
     assets  of  the Borrower or its Subsidiaries  has  been
     used  for the handling, processing, storage or disposal
     of  Hazardous  Substances  except  in  accordance  with
     applicable  Environmental Laws,  except  as  would  not
     reasonably  be  expected  to have  a  material  adverse
     effect  on the business, assets or financial conditions
     of  the Borrower and the Subsidiaries on a consolidated
     basis;  and  no  underground tank or other  underground
     storage  receptacle for Hazardous Substances is located
     on   such  properties;  (ii)  in  the  course  of   any
     activities conducted by the Borrower, its Subsidiaries,
     or  operators of the Real Property or other  assets  of
     the   Borrower  and  its  Subsidiaries,  no   Hazardous
     Substances  have been generated or are  being  used  on
     such  properties  except in accordance with  applicable
     Environmental Laws, except for occurrences  that  would
     not  have  a  material adverse effect on the  business,
     assets  or  financial  condition of  the  Borrower  and
     Subsidiaries on a consolidated basis; (iii) there  have
     been no unpermitted Releases or threatened Releases  of
     Hazardous  Substances on, upon, into or from  the  Real
     Property  or  other  assets  of  the  Borrower  or  its
     Subsidiaries,  which  Releases would  have  a  material
     adverse effect on the value of such properties; (iv) to
     the  best  of  the  Borrower's  and  its  Subsidiaries'
     knowledge,  there have been no Releases on, upon,  from
     or  into any real property in the vicinity of the  Real
     Property  or  other  assets  of  the  Borrower  or  its
     Subsidiaries   which,  through  soil   or   groundwater
     contamination,  may  have come to be  located  on,  and
     which  would reasonably be expected to have a  material
     adverse  effect  on the value of, such properties;  and
     (v)  in  addition, any Hazardous Substances  that  have
     been generated on the Real Property or other assets  of
     the  Borrower or its Subsidiaries have been transported
     offsite  only  by  carriers  having  an  identification
     number  issued by the EPA, treated or disposed of  only
     by  treatment or disposal facilities maintaining  valid
     permits  as  required  under  applicable  Environmental
     Laws,  which transporters and facilities have been  and
     are,   to   the   best  of  the  Borrower's   and   its
     Subsidiaries'  knowledge, operating in compliance  with
     such permits and applicable Environmental Laws.
          
          (d)  None of the Real Property or other assets  of
     the  Borrower or its Subsidiaries or any of  the  stock
     (or assets) being acquired with proceeds of Loans is or
     shall be subject to any applicable environmental clean-
     up  responsibility  law  or  environmental  restrictive
     transfer   law   or  regulation,  by  virtue   of   the
     transactions set forth herein and contemplated hereby.
     
       True Copies of Charter and Other Documents.
     
     The  Borrower  has  furnished the Administrative  Agent
copies,  in  each case true and complete as of  the  Closing
Date,  of  (a) all charter and other incorporation documents
(together  with  any  amendments thereto)  and  (b)  by-laws
(together with any amendments thereto).
     
       Disclosure.
     
     No  representation or warranty made by the Borrower  in
this  Agreement  or in any agreement, instrument,  document,
certificate, statement or letter furnished to the  Banks  or
the  Administrative  Agent by or on  behalf  of  or  at  the
request  of  the  Borrower in connection  with  any  of  the
transactions contemplated by the Loan Documents contains any
untrue  statement  of a material fact or omits  to  state  a
material  fact  necessary in order to  make  the  statements
contained   therein  not  misleading   in   light   of   the
circumstances in which they are made.
     
       Permits and Governmental Authority.
     
     All  permits  (other than those the  absence  of  which
would  not  have a material adverse effect on the  business,
operations  or financial condition of the Borrower  and  its
Subsidiaries as a whole) required for current operations  of
the  Borrower or any of its Subsidiaries have been  obtained
and  remain in full force and effect and are not subject  to
any  appeals  or  further proceedings or to any  unsatisfied
conditions   that   may  allow  material   modification   or
revocation.    Neither  the  Borrower   nor   any   of   its
Subsidiaries is in violation of any such permits, except for
any violation which would not have a material adverse effect
on  the  business, operations or financial condition of  the
Borrower and its Subsidiaries as a whole.
     
       Purchase of Tylan Shares.
     
     As  of  the  Closing  Date, MCTG  shall  have  received
tenders  of  at least 50% of the Tylan Shares in  accordance
with the terms of the Tylan Tender Offer, which Tylan Shares
are  to  be purchased with the proceeds of the initial  Loan
advanced hereunder.
     
       AFFIRMATIVE COVENANTS OF THE BORROWER.
     
     The Borrower agrees that, so long as any Obligation  or
any  Letter of Credit is outstanding or the Banks  have  any
obligation to make Loans or the Administrative Agent has any
obligation to issue, extend or renew any Letters  of  Credit
hereunder or the Banks have any obligations to reimburse the
Administrative Agent for advances made under any  Letter  of
Credit, it shall, and shall cause its Subsidiaries to comply
with the following covenants:
     
       Punctual Payment.
     
     The  Borrower will duly and punctually pay or cause  to
be  paid  the  principal  and interest  on  the  Loans,  all
Reimbursement  Obligations, fees and other amounts  provided
for  in this Agreement and the other Loan Documents, all  in
accordance  with the terms of this Agreement and such  other
Loan Documents.
     
       Maintenance of Office.
     
     The  Borrower will maintain its chief executive  office
at  Bedford,  Massachusetts, or at such other place  in  the
United  States  of America as the Borrower  shall  designate
upon  30  days'  prior written notice to the  Administrative
Agent.
     
       Records and Accounts.
     
     The   Borrower  will,  and  will  cause  each  of   its
Subsidiaries to, keep true and accurate records and books of
account in which full, true and correct entries will be made
in  accordance  with GAAP and with the requirements  of  all
regulatory  authorities and maintain adequate  accounts  and
reserves   for   all   taxes   (including   income   taxes),
depreciation,  depletion, obsolescence and  amortization  of
its  properties,  all  other contingencies,  and  all  other
proper reserves.
     
           Financial     Statements,    Certificates     and
Information.
     
     The Borrower will deliver to the Banks:
          
          (a)  as soon as practicable, but, in any event not
     later than 90 days after the end of each fiscal year of
     the  Borrower, the consolidated balance  sheet  of  the
     Borrower  and its Subsidiaries as at the  end  of  such
     year,  consolidated statements of cash flows,  and  the
     related  consolidated statements  of  operations,  each
     setting  forth in comparative form the figures for  the
     previous  fiscal year, all such consolidated  financial
     statements  to  be in reasonable detail,  prepared,  in
     accordance   with  GAAP  and,  with  respect   to   the
     consolidated financial statements, certified by Coopers
     & Lybrand LLP or by other independent auditors selected
     by  the  Borrower  and reasonably satisfactory  to  the
     Banks (the "Accountants");
          
          (b)   as soon as practicable, but in any event not
     later  than 45 days after the end of each of the  first
     three  (3) fiscal quarters of each fiscal year  of  the
     Borrower, copies of the consolidated balance sheet  and
     statement  of  operations  of  the  Borrower  and   its
     Subsidiaries as at the end of such quarter, subject  to
     year  end  adjustments,  and the  related  consolidated
     statement  of cash flows, all in reasonable detail  and
     prepared in accordance with GAAP (to the extent GAAP is
     applicable  to interim unaudited financial  statements)
     with  a  certification  by the principal  financial  or
     accounting  officer of the Borrower (the  "CFO  or  the
     CAO")  that  the consolidated financial statements  are
     prepared in accordance with GAAP (to the extent GAAP is
     applicable  to interim unaudited financial  statements)
     and fairly present the consolidated financial condition
     of  the Borrower and its Subsidiaries on a consolidated
     basis  as at the close of business on the date  thereof
     and  the  results  of operations for  the  period  then
     ended, it being understood that no such statement  need
     be accompanied by complete footnotes;
          
          (c)   simultaneously  with  the  delivery  of  the
     financial statements referred to in (a) and (b)  above,
     a  certificate  in the form of Exhibit  D  hereto  (the
     "Compliance Certificate") signed by the CFO or the  CAO
     or  corporate treasurer, stating that the Borrower  and
     its  Subsidiaries are in compliance with the  covenants
     contained  in 7, 8 and 9 hereof as of the  end  of  the
     applicable  period  setting forth in reasonable  detail
     computations evidencing such compliance with respect to
     the  covenants  contained  in  9  hereof  and  that  no
     Default  or Event of Default exists, provided  that  if
     the  Borrower  shall at the time of  issuance  of  such
     Compliance  Certificate or at  any  other  time  obtain
     knowledge  of  any  Default or Event  of  Default,  the
     Borrower shall include in such certificate or otherwise
     deliver forthwith to the Banks a certificate specifying
     the  nature  and period of existence thereof  and  what
     action  the  Borrower  proposes to  take  with  respect
     thereto;
          
          (d)     contemporaneously   with,   or    promptly
     following, the filing or mailing thereof, copies of all
     material   of  a  financial  nature  filed   with   the
     Securities  and  Exchange Commission  or  sent  to  the
     Borrower's stockholders generally;
          
          (e)   from time to time such other financial  data
     and  other  information  as the  Banks  may  reasonably
     request; and
          
          (f)  on or prior to the effective date, notice  of
     any  change  in the Senior Public Debt Rating  and  the
     time at which such rating shall become effective.
     
     The  Borrower hereby authorizes each Agent and Bank  to
disclose any information obtained pursuant to this Agreement
to all appropriate governmental regulatory authorities where
required by law; provided, however that such Agent  or  such
Bank  shall, to the extent allowable under law,  notify  the
Borrower at the time any such disclosure is made (except  in
the   case  of  disclosures  made  in  the  course  of  bank
regulatory   reviews);  and  provided  further   that   this
authorization  shall not be deemed to be  a  waiver  of  any
rights to object to the disclosure by the Banks of any  such
information  which any Borrower has or may  have  under  the
federal Right to Financial Privacy Act of 1978, as in effect
from  time  to  time,  except  as  to  matters  specifically
permitted therein.
     
       Corporate Existence and Conduct of Business.
     
     The Borrower will, and will cause each Subsidiary to do
or  cause  to  be done all things necessary to preserve  and
keep  in  full  force  and effect its  corporate  existence,
corporate rights and franchises; and effect and maintain its
foreign  qualifications (except where  the  failure  of  the
Borrower or any Subsidiary to remain so qualified would  not
materially   adversely   impair  the  financial   condition,
business or assets of the Borrower and its Subsidiaries on a
consolidated    basis),    licensing,    domestication    or
authorization except as terminated by its Board of Directors
in  the  exercise of its reasonable judgment; provided  that
such termination would not have a material adverse effect on
the  financial condition, business or assets of the Borrower
and  its Subsidiaries on a consolidated basis.  The Borrower
will,  and will cause each Subsidiary to, continue to engage
primarily  in  the businesses now conducted  by  it  and  in
related businesses.
     
       Maintenance of Properties.
     
     The  Borrower will and will cause its Subsidiaries  to,
cause  all material properties used or useful in the conduct
of  their  businesses  to be maintained  and  kept  in  good
condition, repair and working order (ordinary wear and  tear
excepted) and supplied with all necessary equipment and will
cause   to   be   made  all  necessary  repairs,   renewals,
replacements, betterments and improvements thereof,  all  as
in  the judgment of the Borrower and its Subsidiaries may be
necessary  so  that the businesses carried on in  connection
therewith  may be properly and advantageously  conducted  at
all  times; provided, however, that nothing in this  section
shall  prevent the Borrower or any of its Subsidiaries  from
discontinuing the operation and maintenance of  any  of  its
properties  if  such discontinuance is, in the  judgment  of
such Borrower or Subsidiary, desirable in the conduct of its
or  their  business  and which does  not  in  the  aggregate
materially   adversely   affect  the  financial   condition,
business or assets of the Borrower and its Subsidiaries on a
consolidated basis.
     
       Insurance.
     
     The  Borrower will, and will cause its Subsidiaries to,
maintain  with  financially sound  and  reputable  insurance
companies  funds or underwriters' insurance  of  the  kinds,
covering  the risks (other than risks arising out of  or  in
any  way  connected with personal liability of any  officers
and  directors  thereof)  and in the relative  proportionate
amounts  usually carried by reasonable and prudent companies
conducting  businesses similar to that of the  Borrower  and
its  Subsidiaries, in amounts substantially similar  to  the
existing  coverage policies maintained by the  Borrower  and
its  Subsidiaries, copies of which have been provided to the
Administrative  Agent.   In  addition,  the  Borrower   will
furnish  from  time  to  time, upon the  Banks'  request,  a
summary  of the insurance coverage of the Borrower  and  its
Subsidiaries,  which summary shall be in form and  substance
satisfactory to the Banks and, if requested by  any  of  the
Banks,  will  furnish to the Administrative Agent  and  such
Bank copies of the applicable policies.
     
       Taxes.
     
     The  Borrower will, and will cause its Subsidiaries to,
duly  pay and discharge, or cause to be paid and discharged,
before the same shall become overdue, all taxes, assessments
and   other   governmental  charges   (other   than   taxes,
assessments  and  other  governmental  charges  imposed   by
foreign  jurisdictions  which  in  the  aggregate  are   not
material to the business, financial conditions, or assets of
the  Borrower and its Subsidiaries on a consolidated  basis)
imposed   upon  it  and  its  real  properties,  sales   and
activities,  or  any  part thereof, or upon  the  income  or
profits  therefrom,  as  well  as  all  claims  for   labor,
materials, or supplies, which if unpaid might by law  become
a  lien  or  charge  upon  any of  its  property;  provided,
however,  that  any such tax, assessment,  charge,  levy  or
claim  need  not  be paid if the validity or amount  thereof
shall  currently be contested in good faith  by  appropriate
proceedings  and if such Borrower or Subsidiary  shall  have
set  aside  on  its  books adequate  reserves  with  respect
thereto  as  required by GAAP; and provided,  further,  that
such  Borrower  or  Subsidiary  will  pay  all  such  taxes,
assessments,  charges, levies or claims forthwith  upon  the
commencement of proceedings to foreclose any lien which  may
have attached as security therefor.
     
       Inspection of Properties, Books and Contracts.
     
     The  Borrower will, and will cause its Subsidiaries to,
permit  the  Agents or any Bank or any of  their  designated
representatives,  upon  reasonable  notice,  to  visit   and
inspect  any  of  the  properties of the  Borrower  and  its
Subsidiaries,  to  examine  the  books  of  account  of  the
Borrower  and  its Subsidiaries, or contracts (and  to  make
copies  thereof and extracts therefrom), and to discuss  the
affairs,  finances  and accounts of  the  Borrower  and  its
Subsidiaries  with, and to be advised as  to  the  same  by,
their  officers, all at such times and intervals as  may  be
reasonably requested.
     
         Compliance  with  Laws,  Contracts,  Licenses   and
Permits; Maintenance of Material Licenses and Permits.
     
     The  Borrower will, and will cause each Subsidiary  to,
(i)  comply with the provisions of its charter documents and
by-laws;  (ii)  comply  in all material  respects  with  all
agreements  and  instruments by  which  it  or  any  of  its
properties  may  be  bound;  and  (iii)  comply   with   all
applicable laws and regulations, decrees, orders, judgments,
licenses  and  permits  ("Applicable Requirements"),  except
where  noncompliance with such Applicable Requirements would
not reasonably be expected to have a material adverse effect
in  the  aggregate on the consolidated financial  condition,
properties   or   businesses  of  the   Borrower   and   its
Subsidiaries.   If  at any time any authorization,  consent,
approval,  permit  or license from any  officer,  agency  or
instrumentality of any government shall become necessary  or
required  in  order that the Borrower or any Subsidiary  may
fulfill any of its obligations hereunder, the Borrower  will
immediately  take or cause to be taken all reasonable  steps
within  the power of such Borrower or Subsidiary  to  obtain
such authorization, consent, approval, permit or license and
furnish the Banks with evidence thereof.
     
       Environmental Indemnification.
     
     The   Borrower  covenants  and  agrees  that  it   will
indemnify  and  hold  the Banks and  the  Agents  and  their
respective  affiliates,  and each  of  the  representatives,
agents and officers of each of the foregoing, harmless  from
and  against  any and all claims, expense, damage,  loss  or
liability incurred by the Banks or the Agents (including all
costs  of legal representation incurred by the Banks or  the
Agents) relating to (a) any Release or threatened Release of
Hazardous Substances on the Real Property; (b) any violation
of  any  Environmental Laws or Applicable Requirements  with
respect  to conditions at the Real Property or other  assets
of  the  Borrower  or its Subsidiaries,  or  the  operations
conducted  thereon; or (c) the investigation or  remediation
of  offsite  locations  at which the Borrower,  any  of  its
Subsidiaries,  or  their predecessors are  alleged  to  have
directly or indirectly Disposed of Hazardous Substances.  It
is expressly acknowledged by the Borrower that this covenant
of  indemnification shall survive the payment of  the  Loans
and Reimbursement Obligations and shall inure to the benefit
of  the  Banks, the Agents and their affiliates,  successors
and assigns.
     
       Further Assurances.
     
     The  Borrower  will  cooperate with the  Administrative
Agent and execute such further instruments and documents  as
the  Administrative Agent shall reasonably request to  carry
out to the Banks' satisfaction the transactions contemplated
by this Agreement.
     
       Notice of Potential Claims or Litigation.
     
     The Borrower shall deliver to the Banks, within 30 days
of  receipt thereof, written notice of the initiation of any
action, claim, complaint, or any other notice of dispute  or
potential  litigation wherein the potential liability  would
be  material  under  the regulations of  the  United  States
Securities and Exchange Commission, together with a copy  of
each  such  notice received by the Borrower or  any  of  its
Subsidiaries.
     
       Notice of Certain Events Concerning Insurance.
     
     The Borrower will provide the Banks with written notice
as  to  any material cancellation or material adverse change
in  any insurance of the Borrower or any of its Subsidiaries
within  ten (10) Business Days after the Borrower's and  any
of its Subsidiary's receipt of any notice (whether formal or
informal)  of such material cancellation or material  change
by any of its insurers.
     
       Notice of Default.
     
     The  Borrower will promptly notify the Banks in writing
of  the  occurrence of any Default or Event of Default.   If
any Person shall give any notice or take any other action in
respect of a claimed default (whether or not constituting an
Event  of  Default) under this Agreement or any other  note,
evidence  of  indebtedness, indenture  or  other  obligation
evidencing indebtedness in excess of $5,000,000 as to  which
the  Borrower  or  any of its Subsidiaries  is  a  party  or
obligor, whether as principal or surety, the Borrower  shall
forthwith  upon  obtaining  actual  knowledge  thereof  give
written  notice thereof to the Banks, describing the  notice
of action and the nature of the claimed default.
     
       Use of Proceeds.
     
     The  proceeds  of the Loans shall be used  for  general
corporate  and  working capital purposes and  in  connection
with  the Tylan Tender Offer, and to refinance existing debt
and  letters  of credit, including the Bridge Loan  and  the
Tylan  Revolving Credit Agreement.  No proceeds of the Loans
shall be used in any way that will violate Regulations G, T,
U  or  X  of  the Board of Governors of the Federal  Reserve
System.
     
       Certain Transactions.
     
     Except  as  was  disclosed  in  filings  made  by   the
Borrower, Amicon, or Tylan under the Securities Exchange Act
of  1934  prior  to  Closing, and except  for  arm's  length
transactions   pursuant  to  which  the  Borrower   or   any
Subsidiary makes payments in the ordinary course of business
upon  terms  no  less favorable than the  Borrower  or  such
Subsidiary  could  obtain from third parties,  none  of  the
officers,  directors, or employees of the  Borrower  or  any
Subsidiary are presently or shall be a party to any material
transaction with the Borrower or any Subsidiary (other  than
for   services   as  employees,  officers  and   directors),
including  any  contract,  agreement  or  other  arrangement
providing for the furnishing of services to or by, providing
for  rental  of  real or personal property to  or  from,  or
otherwise  requiring  payments  to  or  from  any   officer,
director  or  such  employee or, to  the  knowledge  of  the
Borrower  or  any Subsidiary, any corporation,  partnership,
trust or other entity in which any officer, director, or any
such  employee has a substantial interest or is an  officer,
director, trustee or partner.
     
       Amendment to Note Purchase Agreement.
     
     On  or  before  February 20, 1997,  the  Note  Purchase
Agreement   will   be   amended,  in  form   and   substance
satisfactory  to  the Administrative Agent,  such  that  the
incurrence of the Obligations hereunder shall not result  in
a  default  or an event of default thereunder.   Until  such
amendment  is  effective or the Note Purchase  Agreement  is
terminated,  the Borrower shall ensure that  $50,000,000  of
the Total Commitment remains available.
     
       The Tylan Merger.
     
     As  soon  as  practicable, but in no event  later  than
March   31,   1997,  the  Tylan  Merger  shall   have   been
successfully  completed on terms no less  favorable  to  the
Borrower  than  the  terms set forth  in  the  Tylan  Merger
Agreement,   and  evidence  thereof  satisfactory   to   the
Administrative  Agent,  including,  without  limitation,  an
opinion  of  general  counsel to  the  Borrower  as  to  the
completion of the Tylan Merger, shall have been furnished to
the Administrative Agent.
     
       CERTAIN NEGATIVE COVENANTS OF THE BORROWER.
     
     The Borrower agrees that, so long as any Obligation  or
Letter  of  Credit  is outstanding or  the  Banks  have  any
obligation to make Loans or the Administrative Agent has any
obligation to issue, extend or renew any Letters  of  Credit
hereunder or the Banks have any obligation to reimburse  the
Administrative Agent for advances made under any  Letter  of
Credit,  it  shall,  and shall cause  its  Subsidiaries  to,
comply with the following covenants:
     
       Restrictions on Liens.
     
     The  Borrower will not, and will cause its Subsidiaries
not  to, create or incur or suffer to be created or incurred
or to exist any lien, encumbrance, mortgage, pledge, charge,
restriction or other security interest of any kind upon  any
property  or assets of any character, whether now  owned  or
hereafter acquired, or upon the income or profits therefrom;
or  transfer any of such property or assets or the income or
profits therefrom for the purpose of subjecting the same  to
the  payment  of Indebtedness or performance  of  any  other
obligation  in priority to payment of its general creditors;
or  acquire,  or  agree or have an option  to  acquire,  any
property  or  assets upon conditional sale  or  other  title
retention  or purchase money security agreement,  device  or
arrangement; or suffer to exist for a period of more than 30
days   after   the  same  shall  have  been   incurred   any
Indebtedness or claim or demand against it which  if  unpaid
might by law or upon bankruptcy or insolvency, or otherwise,
be given any priority whatsoever over its general creditors;
or  sell, assign, pledge or otherwise transfer any accounts,
contract rights, general intangibles or chattel paper,  with
or  without  recourse,  except as  follows  (the  "Permitted
Liens"):
          
          (a)  Liens existing on the Closing Date and listed
     on Schedule 8.1(a) hereto;
          
          (b)   Liens to secure taxes, assessments and other
     government  charges  in  respect  of  obligations   not
     overdue;
          
          (c)   Deposits or pledges made in connection with,
     or   to  secure  payment  of,  workmen's  compensation,
     unemployment  insurance,  old  age  pensions  or  other
     social security obligations;
          
          (d)   Liens  of carriers, warehousemen,  mechanics
     and  materialmen,  and other like liens,  in  existence
     less than 120 days from the date of creation thereof in
     respect of obligations not overdue, provided that  such
     liens  may continue to exist for a period of more  than
     120  days  if  the  validity or  amount  thereof  shall
     currently be contested by the Borrower in good faith by
     appropriate proceedings and if the Borrower shall  have
     set  aside on its books adequate reserves with  respect
     thereto  as required by GAAP and provided further  that
     the  Borrower  will pay any such claim  forthwith  upon
     commencement of proceedings to foreclose any such lien;
          
          (e)   Encumbrances consisting of easements, rights
     of way, zoning restrictions, restrictions on the use of
     real  property  and defects and irregularities  in  the
     title  thereto,  landlord's  or  lessor's  liens  under
     leases  to  which the Borrower or any Subsidiary  is  a
     party,  and other minor liens or encumbrances  none  of
     which   in  the  opinion  of  the  Borrower  interferes
     materially with the use of the property affected in the
     ordinary conduct of the business of the Borrower or any
     of  its Subsidiaries, which defects do not individually
     or  in the aggregate have a material adverse effect  on
     the   business  of  the  Borrower  or  any   Subsidiary
     individually or of the Borrower and its Subsidiaries on
     a consolidated basis;
          
          (f)  Liens in respect of judgments or awards which
     have  been in force for less than the applicable period
     for taking an appeal so long as execution is not levied
     thereunder or in respect of which the Borrower shall at
     the  time  in  good faith be prosecuting an  appeal  or
     proceedings for review and in respect of which  a  stay
     of  execution  shall  have been obtained  pending  such
     appeal  or review and in respect of which the  Borrower
     has maintained adequate reserves;
          
          (g)   the  rights  of  lessors  under  Capitalized
     Leases,  not to exceed $15,000,000 in the aggregate  at
     any time;
          
          (h)  Liens with respect to receivables transferred
     pursuant  to Permitted Receivables Transactions,  which
     Liens  are  only on the receivables so transferred  and
     secure only the obligations with respect thereto;
          
          (i)  previously existing Liens granted by acquired
     Subsidiaries or businesses on the terms and  conditions
     in  effect as of the date of such acquisition, provided
     that  such  Liens  shall  not  have  been  incurred  in
     contemplation of such acquisition;
          
          (j)   existing Liens in connection with the  Tylan
     Revolving Credit Agreement, provided that the  proceeds
     of  the  Loans  advanced hereunder  shall  be  used  to
     discharge  the  Indebtedness under the Tylan  Revolving
     Credit Agreement on or before March 31, 1997; and
          
          (k)   other  Liens  securing Indebtedness  of  the
     Borrower and its Subsidiaries not to exceed $25,000,000
     in the aggregate at any time outstanding.
     
       Restrictions on Investments.
     
     The  Borrower will not, and will not permit any of  its
Subsidiaries  to,  make  or permit to  exist  or  to  remain
outstanding  any  Investment  except  Investments   in   the
following ("Permitted Investments"):
          
          (a)   marketable direct or guaranteed  obligations
     of  the  United  States of America or Eligible  Foreign
     Banks that mature within one (1) year from the date  of
     purchase by the Borrower;
          
          (b)   demand  deposits, certificates  of  deposit,
     bankers acceptances and time deposits of United  States
     banks or Eligible Foreign Banks having total assets  in
     excess of $1,000,000,000;
          
          (c)   securities  commonly  known  as  "commercial
     paper"  issued by a corporation organized and  existing
     under  the laws of the United States of America or  any
     state  thereof that at the time of purchase  have  been
     rated and the ratings for which are not less than "P 1"
     if  rated by Moody's Investors Services, Inc., and  not
     less than "A 1" if rated by Standard and Poor's;
          
          (d)   Investments existing on the date hereof  and
     listed on Schedule 8.2(d) hereto;
          
          (e)   Investments by the Borrower in  Subsidiaries
     existing  on  the Closing Date or as permitted  by  8.3
     hereof;
          
          (f)   Investments consisting of loans and advances
     to  employees  for  moving, entertainment,  travel  and
     other  similar  expenses  in  the  ordinary  course  of
     business  not to exceed $1,000,000 in the aggregate  at
     any time outstanding; and
          
          (g)   Other  Investments not to exceed $20,000,000
     in the aggregate.
     
       Merger, Consolidation, and Disposition of Assets.
     
     Neither  the  Borrower nor any Subsidiary  shall  be  a
party  to  any  merger, consolidation or exchange  of  stock
unless  the  Borrower  shall be the  surviving  entity  with
respect to any such transactions to which the Borrower is  a
party  or  a  Subsidiary shall be the surviving entity  (and
continue  to  be  a  Subsidiary) with respect  to  any  such
transactions to which one or more Subsidiaries  is  a  party
(and  the  conditions  set forth below  are  satisfied),  or
purchase  or otherwise acquire all or substantially  all  of
the  assets or stock of any class of, or any partnership  or
joint  venture  interest  in, any  other  Person  except  as
otherwise  provided in this 8.3, or sell,  transfer,  convey
or lease any assets or group of assets including the sale or
transfer  of  any  property owned by  the  Borrower  or  any
Subsidiary  in  order  then  or  thereafter  to  lease  such
property or lease other property which the Borrower or  such
Subsidiary intends to use for substantially the same purpose
as   the   property   being  sold  or  transferred   (except
(1) transfers of personal property among Subsidiaries of the
Borrower which are wholly owned by the Borrower and  (2)  so
long  as no Default or Event of Default has occurred and  is
continuing,  or  would  result therefrom,  sales  of  assets
between  the  date  hereof and the  Maturity  Date  with  an
aggregate  value  not  greater than  ten  percent  (10%)  of
Consolidated  Tangible  Assets, as set  forth  in  the  most
recent  financial statements delivered to the Banks pursuant
to  7.4 hereof) or sell or assign, with or without recourse,
any  receivables (except accounts receivable more than sixty
(60)  days past due sold or assigned in the ordinary  course
of  collecting past due accounts, or pursuant to a Permitted
Receivables  Transaction).  Notwithstanding  the  foregoing,
the  Borrower and its Subsidiaries may purchase or otherwise
acquire  any or all of the assets or stock of any class  of,
or  joint  venture interest in, any Person if the  following
conditions have been met:  (a) the proposed transaction will
not  otherwise  create  a Default or  an  Event  of  Default
hereunder;  (b)  such  entity is in substantially  the  same
lines, related lines, or supporting lines of business as the
Borrower  or  its  Subsidiaries,  provided  that  the   cash
consideration (including liabilities assumed) to be paid  by
the Borrower or its Subsidiaries in connection with any such
acquisition  (or series of related acquisitions)  shall  not
exceed ten percent (10%) of Consolidated Tangible Assets and
provided, further, that if the cash consideration (including
liabilities  assumed)  to be paid by  the  Borrower  or  its
Subsidiaries in connection with any such acquisition exceeds
$5,000,000,  the Borrower will provide calculations  showing
compliance  with the covenants set forth in 9  hereof  on  a
pro  forma  historical combined basis as if the  transaction
occurred on the first day of the period of measurement;  and
(c)  the  board of directors and (if required by  applicable
law)  the  shareholders, or the equivalent thereof,  of  the
business  to be acquired (or the owner thereof) has approved
such acquisition.
     
       Restricted Distributions and Redemptions.
     
     Neither  the Borrower nor any of its Subsidiaries  will
(a)  declare  or  pay  any  Distributions,  or  (b)  redeem,
convert, retire or otherwise acquire shares of any class  of
its  capital stock (other than in connection with  a  merger
permitted by 8.3 hereof or conversion into another  form  of
equity  of any preferred shares of the Borrower existing  as
of the Closing Date pursuant to the terms thereof); provided
that  the  Borrower  and its Subsidiaries,  so  long  as  no
Default  or  Event  of Default shall have  occurred  and  be
continuing,  or  would  be  created  as  a  result  of  such
Distribution,  may pay cash dividends and  redeem,  convert,
retire,  or  otherwise acquire stock in an aggregate  amount
not to exceed (i) $50,000,000 plus (ii) for the years ending
December  31,  1997 and December 31, 1998, 50%  of  positive
Consolidated  Net  Income, plus (iii) for the  years  ending
December 31, 1999, December 31, 2000 and December 31,  2001,
75%  of  positive Consolidated Net Income, provided that  no
Distribution  would  be  permitted  for  the  years   ending
December  31, 1999, December 31, 2000 and December 31,  2001
if  such  Distribution would result in a ratio of pro  forma
(x)  Funded  Debt to (y) Consolidated Net Worth plus  Funded
Debt  in  excess of 55% based on the amounts of Funded  Debt
and  Consolidated  Net Worth reported  in  the  most  recent
Compliance Certificate, adjusted to give pro forma effect to
such Distribution. Notwithstanding the above, any Subsidiary
may  make  Distributions to the Borrower  and  the  Borrower
agrees  that  neither the Borrower nor any  Subsidiary  will
enter into any agreement restricting Distributions from such
Subsidiary  to  the  Borrower, and  warrants  that  no  such
restriction is in effect as of the Closing Date.
     
       Employee Benefit Plans.
     
     None  of the Borrower, any of its Subsidiaries, or  any
ERISA Affiliate will:
          
          (a)  engage in any "prohibited transaction" within
     the  meaning of 9406 of ERISA or 4975 of the Code which
     could  result in a material liability for the  Borrower
     on a consolidated basis; or
          
          (b)   permit any Guaranteed Pension Plan to  incur
     an  "accumulated funding deficiency," as such  term  is
     defined   in  302  of  ERISA,  whether  or   not   such
     deficiency is or may be waived; or
          
          (c)   fail to contribute to any Guaranteed Pension
     Plan  to  an  extent which, or terminate any Guaranteed
     Pension  Plan  in a manner which, could result  in  the
     imposition  of a lien or encumbrance on the  assets  of
     the  Borrower  or any guarantor pursuant to  302(f)  or
     4068 of ERISA; or
          
          (d)   permit or take any action which would result
     in   the  aggregate  benefit  liabilities  (within  the
     meaning  of  4001  of ERISA) of all Guaranteed  Pension
     Plans  exceeding the value of the aggregate  assets  of
     such  Plans, disregarding for this purpose the  benefit
     liabilities and assets of any such Plan with assets  in
     excess of benefit liabilities.
     
     The  Borrower  and its Subsidiaries will  (i)  promptly
upon  filing  the  same  with the  Department  of  Labor  or
Internal Revenue Service, furnish to the Banks a copy of the
most  recent  actuarial statement required to  be  submitted
under  103(d)  of ERISA and Annual Report, Form  5500,  with
all  required  attachments, in respect  of  each  Guaranteed
Pension  Plan  and (ii) promptly upon receipt  or  dispatch,
furnish  to the Banks any notice, report or demand  sent  or
received  in  respect  of a Guaranteed  Pension  Plan  under
302,  4041, 4042, 4043, 4063, 4065, 4066 and 4068 of  ERISA,
or  in  respect of a Multiemployer Plan, under 4041A,  4202,
4219, or 4245 of ERISA.
     
       FINANCIAL COVENANTS OF THE BORROWER.
     
     The Borrower agrees that, so long as any Obligation  or
Letter  of  Credit  is outstanding or  the  Banks  have  any
obligation to make Loans or any Administrative Agent has any
obligation to issue, extend or renew any Letters  of  Credit
hereunder or the Banks have any obligation to reimburse  the
Administrative Agent for advances made under any  Letter  of
Credit,  it  shall,  and shall cause  its  Subsidiaries  to,
comply with the following covenants:
     
       Funded Debt to EBITDA Ratio.
     
     As  of  the  end of any fiscal quarter of the Borrower,
the  ratio of (a) Funded Debt as at the end of such  quarter
to  (b) EBITDA for the period of four (4) consecutive fiscal
quarters  ending  on such date shall not exceed  the  stated
ratio for the periods set forth below:
          For the Quarters Ending:            Ratio
          On or before 12/31/97             3.25:1.00
          3/31/98 through 12/31/98          2.75:1.00
          Thereafter                        2.50:1.00
     
       Interest Coverage Ratio.
     
     As  of  the  end of any fiscal quarter,  the  ratio  of
(a)  EBITDA  minus  Capital Expenditures for  the  Reference
Period  ending  on  such  date  to  (b)  Consolidated  Total
Interest  Expense for the Reference Period  ending  on  such
date shall not be less than the stated ratio for the periods
set forth below:
          For the Quarters Ending:            Ratio
        3/31/97 and 6/30/97                 3.00:1.00
        9/30/97 through 12/31/98            3.50:1.00
        Thereafter                          4.00:1.00
     
       CONDITIONS TO EFFECTIVENESS.
     
     The  effectiveness of the Agreement and the obligations
of  the  Banks  to make any Loans and of any  Administrative
Agent  to  issue Letters of Credit on the Closing  Date  and
otherwise be bound by the terms of this Agreement  shall  be
subject  to  the  satisfaction  of  each  of  the  following
conditions precedent which shall occur no later than January
22, 1997:
     
       Corporate Action.
     
     All corporate action necessary for the valid execution,
delivery  and  performance  by  the  Borrower  of  the  Loan
Documents  shall have been duly and effectively  taken,  and
evidence thereof certified by an authorized officer  of  the
Borrower and satisfactory to the Administrative Agent  shall
have been provided to the Administrative Agent.
     
       Loan Documents, Etc.
     
     Each  of the Loan Documents and other documents  listed
on  the  closing  agenda shall have been duly  and  properly
authorized, executed and delivered by the respective parties
thereto  and  shall be in full force and effect  in  a  form
satisfactory to the Administrative Agent.
     
       Certified Copies of Charter Documents.
     
     The  Administrative Agent shall have received from  the
Borrower  a copy, certified by a duly authorized officer  of
such Person to be true and complete on the Closing Date,  of
(a)  its  charter  or other incorporation  documents  as  in
effect on such date of certification, and (b) its by-laws as
in effect on such date.
     
       Incumbency Certificate.
     
     The   Administrative  Agent  shall  have  received   an
incumbency certificate, dated as of the Closing Date, signed
by  duly  authorized officers giving the name and bearing  a
specimen   signature  of  each  individual  who   shall   be
authorized: (a) to sign the Loan Documents on behalf of  the
Borrower  (b) to make Syndicated Loan and Letter  of  Credit
Requests;  (d)  to make Competitive Bid Quote Requests;  and
(d)  to  give  notices  and  to take  other  action  on  the
Borrower's behalf under the Loan Documents.
     
       Certificates of Insurance.
     
     The  Administrative  Agent shall have  received  (i)  a
certificate  of  insurance  from  an  independent  insurance
broker dated as of the Closing Date, or within 15 days prior
thereto, identifying insurers, types of insurance, insurance
limits,  and  policy  terms, and  otherwise  describing  the
insurance obtained in accordance with the provisions of  the
Loan  Documents  and (ii) copies of all policies  evidencing
such  insurance  (or  certificates therefor  signed  by  the
insurer or an agent authorized to bind the insurer).
     
       Opinions of Counsel.
     
     The  Administrative Agent shall have received favorable
legal   opinions  from  outside  counsel  to  the  Borrower,
addressed  to  the Administrative Agent, dated  the  Closing
Date,   in   form   and   substance  satisfactory   to   the
Administrative Agent.
     
       Existing Debt.
     
     The  Administrative Agent shall have received a  payoff
letter with respect to the Bridge Loan indicating the amount
of  the loan obligations of the Borrower to be discharged on
or about January 24, 1997.
     
       Satisfactory Financial Condition.
     
     No  material  adverse change, in the  judgment  of  the
Administrative Agent, shall have occurred in  the  financial
condition,  results of operations, business,  properties  or
prospects  of the Borrower and its Subsidiaries, or  Amicon,
or  Tylan and its Subsidiaries, taken as a whole, since  the
most recent financial statements and projections provided to
the Administrative Agent.
     
       Lien Searches.
     
     The   Administrative  Agent  shall  have  received  the
results  of  lien searches demonstrating that there  are  no
liens  on  the assets of the Borrower or Tylan,  other  than
Permitted Liens.
     
       Fees.
     
     The  Borrower  shall  have paid to  the  Administrative
Agent all fees, including legal fees, required to be paid as
of the Closing Date.
     
       CONDITIONS TO LOANS.
     
     The  obligations of the Banks to make any Loan and  the
obligation of the Administrative Agent to issue, extend,  or
renew any Letter of Credit at the time of and subsequent  to
the  Closing  Date  is  subject to the following  conditions
precedent:
     
       Representations True.
     
     Each  of  the  representations and  warranties  of  the
Borrower  contained in this Agreement or in any document  or
instrument delivered pursuant to or in connection with  this
Agreement shall be true as of the date as of which they were
made  and  shall also be true at and as of the time  of  the
making  of such Loan or the issuance, extension, or  renewal
of  such  Letter  of Credit, as applicable,  with  the  same
effect  as  if  made at and as of that time (except  to  the
extent  of  changes resulting from transactions contemplated
or  permitted by this Agreement and changes occurring in the
ordinary course of business which singly or in the aggregate
are  not  materially  adverse to  the  business,  assets  or
financial condition of the Borrower and its Subsidiaries  as
a  whole,  and  to the extent that such representations  and
warranties relate expressly and solely to an earlier date).
     
       Performance; No Event of Default.
     
     The  Borrower and its Subsidiaries shall have performed
and  complied with all terms and conditions herein  required
to  be performed or complied with by them prior to or at the
time of the making of any Loan or the issuance, extension or
renewal  of  any Letter of Credit, and at the  time  of  the
making of any Loan, there shall exist no Default or Event of
Default or condition which would result in a Default  or  an
Event  of  Default  upon consummation of such  Loan  or  the
issuance, extension, or renewal of such Letter of Credit, as
applicable.   Each request by the Borrower for  a  Loan  and
each  request for issuance, extension or renewal of a Letter
of  Credit  shall constitute certification by  the  Borrower
that  the  conditions specified in 11.1  and  11.2  will  be
duly  satisfied on the date of such Loan or Letter of Credit
issuance, extension or renewal.
     
       No Legal Impediment.
     
     No change shall have occurred in any law or regulations
thereunder   or  interpretations  thereof   which   in   the
reasonable  opinion of the Banks would make it  illegal  for
the  Banks to make Loans or for the Administrative Agent  to
issue, extend or renew Letters of Credit hereunder.
     
       Governmental Regulation.
     
     The Banks shall have received from the Borrower and its
Subsidiaries   such   statements  in  substance   and   form
reasonably  satisfactory to the Banks as they shall  require
for   the   purpose  of  compliance  with   any   applicable
regulations of the Comptroller of the Currency or the  Board
of Governors of the Federal Reserve System.
     
       Proceedings and Documents.
     
     All  proceedings  in connection with  the  transactions
contemplated  by  this Agreement and all documents  incident
thereto  shall have been delivered to the Banks  as  of  the
date  of  the making of such Loan in substance and  in  form
satisfactory  to the Banks, including without  limitation  a
Syndicated  Loan  Request  in the form  attached  hereto  as
Exhibit  C-1 and a Letter of Credit Request in the  form  of
Exhibit   C-2,  and  the  Banks  shall  have  received   all
information  and such counterpart originals or certified  or
other  copies of such documents as the Banks may  reasonably
request.
     
        EVENTS  OF  DEFAULT;  ACCELERATION;  TERMINATION  OF
COMMITMENT.

     
       Events of Default and Acceleration.
     
     If any of the following events ("Events of Default" or,
if  the  giving of notice or the lapse of time  or  both  is
required, then, prior to such notice and/or lapse  of  time,
"Defaults") shall occur:
          
          (a)   the Borrower shall fail to pay any principal
     of  the  Loans  when  the same  shall  become  due  and
     payable, whether at the stated date of maturity or  any
     accelerated date of maturity or at any other date fixed
     for payment;
          
          (b)   the  Borrower shall fail to pay any interest
     or  fees or other amounts owing hereunder within  three
     (3)  Business Days after the same shall become due  and
     payable whether at the Maturity Date or any accelerated
     date  of  maturity  or  at any  other  date  fixed  for
     payment;
          
          (c)   the  Borrower shall fail to comply with  the
     covenants contained in 7, 8 or 9 hereof;
          
          (d)   the Borrower shall fail to perform any term,
     covenant or agreement contained herein or in any of the
     other  Loan  Documents (other than those  specified  in
     subsections  (a), (b), and (c) above) and such  failure
     shall  not  be  remedied within 30 days  after  written
     notice  of  such failure shall have been given  to  the
     Borrower  by  the Administrative Agent or  any  of  the
     Banks;
          
          (e)   any representation or warranty contained  in
     this   Agreement  or  in  any  document  or  instrument
     delivered  pursuant  to  or  in  connection  with  this
     Agreement  shall  prove  to  have  been  false  in  any
     material respect upon the date when made or repeated;
          
          (f)  the Borrower or any of its Subsidiaries shall
     fail  to pay when due, or within any applicable  period
     of  grace,  any  Indebtedness in  an  aggregate  amount
     greater  than $5,000,000, or fail to observe or perform
     any  material term, covenant or agreement contained  in
     any  one  or  more  agreements by which  it  is  bound,
     evidencing or securing any Indebtedness in an aggregate
     amount greater than $5,000,000 for such period of  time
     as  would, or would have permitted (assuming the giving
     of  appropriate  notice  if  required)  the  holder  or
     holders thereof or of any obligations issued thereunder
     to  accelerate  the maturity thereof or  terminate  its
     commitment with respect thereto;
          
          (g)   the  Borrower  or  any Subsidiary  makes  an
     assignment for the benefit of creditors, or  admits  in
     writing its inability to pay or generally fails to  pay
     its debts as they mature or become due, or petitions or
     applies  for  the  appointment of a  trustee  or  other
     custodian,  liquidator or receiver of the  Borrower  or
     any Subsidiary or of any substantial part of the assets
     of   the  Borrower  or  commences  any  case  or  other
     proceeding  relating to the Borrower or any  Subsidiary
     under   any  bankruptcy,  reorganization,  arrangement,
     insolvency,   readjustment  of  debt,  dissolution   or
     liquidation or similar law of any jurisdiction, now  or
     hereafter  in effect, or takes any action to  authorize
     or  in  furtherance of any of the foregoing, or if  any
     such  petition or application is filed or any such case
     or  other  proceeding is commenced against the Borrower
     or  any  Subsidiary or the Borrower or  any  Subsidiary
     indicates  its  approval thereof,  consent  thereto  or
     acquiescence therein;
          
          (h)   a decree or order is entered appointing  any
     such  trustee,  custodian, liquidator  or  receiver  or
     adjudicating the Borrower or any Subsidiary bankrupt or
     insolvent, or approving a petition in any such case  or
     other  proceeding, or a decree or order for  relief  is
     entered in respect of the Borrower or any Subsidiary in
     an  involuntary case under federal bankruptcy  laws  as
     now  or hereafter constituted, and such decree or order
     remains in effect for more than 30 days, whether or not
     consecutive;
          
          (i)   there  shall remain in force,  undischarged,
     unsatisfied  and unstayed, for more than  thirty  days,
     whether  or not consecutive, any final judgment against
     the  Borrower  or  any  Subsidiary  which,  with  other
     outstanding  final judgments against the  Borrower  and
     its  Subsidiaries  exceeds in the aggregate  $5,000,000
     after  taking  into  account any  undisputed  insurance
     coverage;
          
          (j)   with respect to any Guaranteed Pension Plan,
     an  ERISA Reportable Event shall have occurred and  the
     Banks   shall  have  determined  in  their   reasonable
     discretion that such event reasonably could be expected
     to   result  in  liability  of  the  Borrower  or   any
     Subsidiary or any Subsidiary to the PBGC or the Plan in
     an aggregate amount exceeding $5,000,000 and such event
     in   the   circumstances  occurring  reasonably   could
     constitute grounds for the termination of such Plan  by
     the  PBGC  or  for  the appointment by the  appropriate
     United States District Court of a trustee to administer
     such  Plan;  or a trustee shall have been appointed  by
     the  United  States District Court to  administer  such
     Plan; or the PBGC shall have instituted proceedings  to
     terminate such Plan;
          
          (k)   any of the Loan Documents shall be canceled,
     terminated,  revoked  or rescinded  otherwise  than  in
     accordance  with the terms thereof or with the  express
     prior  written  agreement, consent or approval  of  the
     Banks, or any action at law, suit or in equity or other
     legal  proceeding to cancel, revoke or rescind  any  of
     the  Loan Documents shall be commenced by or on  behalf
     of  the Borrower or any of its respective stockholders,
     or  any  court or any other governmental or  regulatory
     authority  or  agency of competent  jurisdiction  shall
     make  a determination that, or issue a judgment, order,
     decree or ruling to the effect that, any one or more of
     the Loan Documents is illegal, invalid or unenforceable
     in accordance with the terms thereof; or
          
          (l)   any  person or group of persons (within  the
     meaning  of Section 13 or 14 of the Securities Exchange
     Act of 1934, as amended) shall have acquired beneficial
     ownership (within the meaning of Rule 13d-3 promulgated
     by  the  Securities and Exchange Commission under  said
     Act) of 20% or more of the outstanding shares of common
     voting  stock of the Borrower or, during any period  of
     twelve  consecutive  calendar months,  individuals  who
     were directors of the Borrower on the first day of such
     period  shall  cease to constitute a  majority  of  the
     board of directors of the Borrower;

then,  and  in any such event, so long as the  same  may  be
continuing,  the  Administrative Agent  may,  and  upon  the
request of the Majority Banks shall, by notice in writing to
the Borrower, declare all amounts owing with respect to this
Agreement,  the Notes and the other Loan Documents  and  all
Reimbursement  Obligations to be, and they  shall  thereupon
forthwith  become,  immediately  due  and  payable   without
presentment,   demand,  protest,   notice   of   intent   to
accelerate,  notice of acceleration to the extent  permitted
by  law or other notice of any kind, all of which are hereby
expressly waived by the Borrower; provided that in the event
of  any  Event of Default specified in 12.1(g)  or  12.1(h),
all  such  amounts shall become immediately due and  payable
automatically and without any requirement of notice from the
Administrative  Agent  or  any Bank.   Upon  demand  by  the
Majority Banks after the occurrence of any Event of Default,
the Borrower shall immediately provide to the Administrative
Agent  cash  in  an  amount equal to the  aggregate  Maximum
Drawing  Amount  to be held by the Administrative  Agent  as
collateral security for the Reimbursement Obligations.
     
       Termination of Commitments.
     
     If   any  Event  of  Default  pursuant  to  12.1(g)  or
12.1(h) hereof shall occur, any unused portion of the  Total
Commitment hereunder shall forthwith terminate and the Banks
and  the  Administrative  Agent shall  be  relieved  of  all
obligations  to make Loans to or to issue, extend  or  renew
Letters of Credit for the account of the Borrower; or if any
other  Event of Default shall occur, the Majority Banks  may
and,  upon  the  request of the Majority  Banks,  shall,  by
notice to the Borrower, terminate the unused portion of  the
Total  Commitment  hereunder, and, upon  such  notice  being
given, such unused portion of the Total Commitment hereunder
shall   terminate  immediately  and  the   Banks   and   the
Administrative  Agent  shall  be  relieved  of  all  further
obligations  to make Loans to or to issue, extend  or  renew
Letters of Credit for the account of the Borrower hereunder.
No  termination of any portion of the Commitment  Percentage
hereunder shall relieve the Borrower of any of its  existing
Obligations  to  the  Banks  or  the  Administrative   Agent
hereunder or elsewhere.
     
       Remedies.
     
     In  case any one or more of the Events of Default shall
have  occurred  and be continuing, and whether  or  not  the
Banks  shall  have  accelerated the maturity  of  the  Loans
pursuant  to  12.1,  each  Bank, if  owed  any  amount  with
respect to the Loans or the Reimbursement Obligations,  with
the  consent  of  the Majority Banks but not otherwise,  may
proceed to protect and enforce its rights by suit in equity,
action  at law or other appropriate proceeding, whether  for
the  specific  performance  of  any  covenant  or  agreement
contained in this Agreement and the other Loan Documents  or
any  instrument  pursuant to which the Obligations  to  such
Bank  are  evidenced,  including,  without  limitation,   as
permitted  by applicable law the obtaining of the  ex  parte
appointment  of a receiver, and, if such amount  shall  have
become  due, by declaration or otherwise, proceed to enforce
the  payment thereof or any legal or equitable right of such
Bank.   No  remedy  herein conferred upon any  Bank  or  the
Administrative Agent or the holder of any Note  is  intended
to  be  exclusive  of any other remedy and  each  and  every
remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at
law  or  in  equity or by statute or any other provision  of
law.
     
       SETOFF.
     
     Regardless  of  the adequacy of any collateral,  during
the  continuance  of any Event of Default, any  deposits  or
other  sums credited by or due from any of the Banks to  the
Borrower  and  any  securities  or  other  property  of  the
Borrower in the possession of such Bank may be applied to or
set  off by such Bank against the payment of Obligations and
any and all other liabilities, direct, or indirect, absolute
or  contingent,  due  or  to become  due,  now  existing  or
hereafter  arising, of the Borrower to such Bank.   Each  of
the  Banks agrees with each other Bank that (i) if an amount
to  be  set  off  is  to be applied to Indebtedness  of  the
Borrower to such Bank, other than Indebtedness evidenced  by
the  Notes  held by such Bank, such amount shall be  applied
ratably  to  such other Indebtedness and to the Indebtedness
evidenced by all such Notes held by such Bank, and  (ii)  if
such  Bank  shall  receive  from the  Borrower,  whether  by
voluntary   payment,  exercise  of  the  right  of   setoff,
counterclaim,  cross  action,  enforcement  of   the   claim
evidenced  by  the  Notes held by such Bank  by  proceedings
against the Borrower at law or in equity or by proof thereof
in  bankruptcy, reorganization, liquidation, receivership or
similar  proceedings,  or otherwise, and  shall  retain  and
apply to the payment of the Note or Notes held by such  Bank
any  amount in excess of its ratable portion of the payments
received by all of the Banks with respect to the Notes  held
by  all  of  the Banks, such Bank will make such disposition
and  arrangements with the other Banks with respect to  such
excess,  either by way of distribution, pro tanto assignment
of  claims, subrogation or otherwise as shall result in each
Bank  receiving  in  respect  of  the  Notes  held  by   its
proportionate  payment as contemplated  by  this  Agreement;
provided  that if all or any part of such excess payment  is
thereafter  recovered from such Bank, such  disposition  and
arrangements shall be rescinded and the amount  restored  to
the extent of such recovery, but without interest.
     
       EXPENSES.
     
     Whether  or  not  the transactions contemplated  herein
shall  be  consummated,  the  Borrower  hereby  promises  to
reimburse the Administrative Agent for all reasonable out-of-
pocket  fees  and  disbursements (including  all  reasonable
attorneys' fees) incurred or expended in connection with the
preparation, filing or recording, or interpretation of  this
Agreement,  the  other  Loan Documents,  or  any  amendment,
modification, approval, consent or waiver hereof or thereof.
The    Borrower   further   promises   to   reimburse    the
Administrative Agent and the Banks for all reasonable out-of-
pocket  fees  and  disbursements (including  all  reasonable
legal  fees  and  the allocable cost of in-house  attorneys'
fees)   incurred   or  expended  in  connection   with   the
enforcement  of any Obligations or the satisfaction  of  any
indebtedness of the Borrower hereunder or thereunder, or  in
connection  with  any  litigation,  proceeding  or   dispute
hereunder  in any way related to the credit hereunder.   The
Borrower  also promises to pay the Administrative Agent  all
reasonable out-of-pocket fees and disbursements incurred  or
expended  in  connection  with  the  Competitive  Bid   Loan
procedure  under  4  hereof,  or  in  connection  with   the
syndication of the Syndicated Loans hereunder.  The Borrower
will pay any taxes (including any interest and penalties  in
respect thereof) other than any Bank's or the Administrative
Agent's  Income  Taxes payable on or  with  respect  to  the
transactions  contemplated by this Agreement  (the  Borrower
hereby   agreeing   to   indemnify   each   Bank   and   the
Administrative Agent with respect thereto).
     
       THE AGENTS.
     
       Appointment, Powers and Immunities.
     
     Each  Bank  hereby irrevocably appoints and  authorizes
FNBB to act as Administrative Agent hereunder and under  the
other  Loan  Documents, and to exercise such powers  as  are
reasonably incidental thereto and as are set forth  in  this
Agreement  and the other Loan Documents.  The Administrative
Agent  hereby  acknowledges  that  it  does  not  have   the
authority  to negotiate any agreement which would  bind  the
Banks  or agree to any amendment, waiver or modification  of
any  of  the Loan Documents or bind the Banks except as  set
forth  in  this Agreement or the Loan Documents.  Except  as
provided  in this Agreement and in the other Loan Documents,
the  Administrative Agent shall take action or refrain  from
acting  only upon instructions of the Banks.  It  is  agreed
that  the duties, rights, privileges and immunities  of  the
Administrative Agent, in its capacity as issuer  of  Letters
of  Credit  hereunder,  shall be identical  to  the  duties,
rights,  privileges  and immunities  of  the  Administrative
Agent  as  provided  in  this 15.  The Administrative  Agent
shall  not  have  any  duties  or  responsibilities  or  any
fiduciary  relationship with any Bank except those expressly
set  forth  in  this Agreement.  Neither the  Administrative
Agent nor any of its affiliates shall be responsible to  the
Banks  for  any  recitals,  statements,  representations  or
warranties made by the Borrower or any other Person  whether
contained  herein  or otherwise or for the value,  validity,
effectiveness, genuineness, enforceability or sufficiency of
this  Agreement,  the  other Loan  Documents  or  any  other
document  referred to or provided for herein or  therein  or
for  any  failure  by the Borrower or any  other  Person  to
perform  its  obligations  hereunder  or  thereunder  or  in
respect  of the Notes.  The Administrative Agent may  employ
agents  and  attorneys-in-fact and shall not be  responsible
for  the  negligence  or misconduct of any  such  agents  or
attorneys-in-fact  selected  by  it  with  reasonable  care.
Neither  the Administrative Agent nor any of its  directors,
officers, employees or agents shall be responsible  for  any
action  taken or omitted to be taken by it or them hereunder
or in connection herewith, except for its or their own gross
negligence or willful misconduct.  The Administrative  Agent
in  its  separate  capacity as a Bank shall  have  the  same
rights and powers hereunder as any other Bank.
     
       Actions By Administrative Agent.
     
     The  Administrative Agent shall be fully  justified  in
failing  or refusing to take any action under this Agreement
as  reasonably deemed appropriate unless it shall first have
received  the consent of the Banks and shall be  indemnified
to  its reasonable satisfaction by the Banks against any and
all  liability and expense which may be incurred  by  it  by
reason of taking or continuing to take any such action.  The
Administrative  Agent shall in all cases be fully  protected
in   acting,  or  in  refraining  from  acting,  under  this
Agreement  or  any of the Loan Documents in accordance  with
the  instruction of the Banks, and such instruction and  any
action  taken  or failure to act pursuant thereto  shall  be
binding  upon the Banks and all future holders of the  Notes
or any Letter of Credit Participation.
     
       Indemnification.
     
     Without  limiting the obligations of the  Borrower  and
its Subsidiaries hereunder or under any other Loan Document,
the  Banks  agree  to  indemnify  the  Agents,  ratably   in
accordance with their respective Commitment Percentages, for
any  and  all  liabilities,  obligations,  losses,  damages,
penalties,  actions, judgments, suits,  costs,  expenses  or
disbursements of any kind or nature whatsoever which may  at
any  time be imposed on, incurred by or asserted against the
Agents  in  any  way  relating to or  arising  out  of  this
Agreement  or  any  other  Loan Document  or  any  documents
contemplated  by  or referred to herein or  therein  or  the
transactions   contemplated  hereby  or   thereby   or   the
enforcement of any of the terms hereof or thereof or of  any
such other documents; provided, that no Bank shall be liable
for  any of the foregoing to the extent they arise from  the
gross negligence or willful misconduct of the Agents (or any
agent  thereof), IT BEING THE INTENT OF THE  PARTIES  HERETO
THAT THE AGENTS SHALL BE INDEMNIFIED FOR THEIR ORDINARY SOLE
OR CONTRIBUTORY NEGLIGENCE.
     
       Reimbursement.
     
     Without  limiting the provisions of 5.1(a),  5.13,  and
13,  the  Administrative Agent shall not be obliged to  make
available  to  any  Person any sum which the  Administrative
Agent is expecting to receive for the account of that Person
until  the Administrative Agent has determined that  it  has
received  that sum.  The Administrative Agent may,  however,
disburse funds prior to determining that the sums which  the
Administrative  Agent expects to receive have  been  finally
and unconditionally paid to the Administrative Agent, if the
Administrative Agent wishes to do so.  If and to the  extent
that  the  Administrative Agent does disburse funds  and  it
later becomes apparent that the Administrative Agent did not
then  receive a payment in an amount equal to the  sum  paid
out,  then any Person to whom the Administrative Agent  made
the funds available shall, on demand from the Administrative
Agent,  refund to the Administrative Agent the sum  paid  to
that  Person.   If,  in  the opinion of  the  Administrative
Agent, the distribution of any amount received by it in such
capacity hereunder or under the Loan Documents might involve
it   in   liability,  it  may  refrain  from   making   such
distribution until its right to make such distribution shall
have  been adjudicated by a court of competent jurisdiction.
If  a court of competent jurisdiction shall adjudge that any
amount received and distributed by the Administrative  Agent
is  to  be repaid, each Person to whom any such distribution
shall   have   been   made  shall  either   repay   to   the
Administrative Agent its proportionate share of  the  amount
so  adjudged to be repaid or shall pay over the same in such
manner  and to such Persons as shall be determined  by  such
court.
     
       Documents.
     
     The  Administrative Agent will forward  to  each  Bank,
promptly  after  receipt thereof, a copy of each  notice  or
other  document  furnished to the Administrative  Agent  for
such    Bank    hereunder;    provided,    however,    that,
notwithstanding the foregoing, the Administrative Agent  may
furnish  to  the  Banks a monthly summary  with  respect  to
Letters of Credit issued hereunder in lieu of copies of  the
related  Letter  of Credit Applications.  The  Documentation
Agent shall have no responsibility to the Banks with respect
to the documents hereunder.
     
       Non-Reliance on Agents and Other Banks.
     
     Each  Bank  represents that it has,  independently  and
without reliance on the Agents or any other Bank, and  based
on   such  documents  and  information  as  it  has   deemed
appropriate,  made  its  own  appraisal  of  the   financial
condition  and affairs of the Borrower and the  decision  to
enter  into this Agreement and the other Loan Documents  and
agrees that it will, independently and without reliance upon
the  Agents  or any other Bank, and based on such  documents
and  information as it shall deem appropriate at  the  time,
continue to make its own appraisals and decisions in  taking
or  not taking action under this Agreement or any other Loan
Document.   Except  as  herein  expressly  provided  to  the
contrary, the Agents shall not be required to keep  informed
as  to the performance or observance by the Borrower of this
Agreement,  the  other Loan Documents or any other  document
referred  to  or provided for herein or therein  or  by  any
other  Person of any other agreement or to make inquiry  of,
or  to  inspect  the  properties or books  of,  any  Person.
Except   for  notices,  reports  and  other  documents   and
information expressly required to be furnished to the  Banks
by  the Administrative Agent hereunder, the Agents shall not
have any duty or responsibility to provide any Bank with any
credit or other information concerning any Person which  may
come  into  the  possession of the Agents or  any  of  their
affiliates.   Each Bank shall have access to  all  documents
relating  to the Administrative Agent's performance  of  its
duties  hereunder at such Bank's request.  Unless  any  Bank
shall   promptly  object  to  any  action   taken   by   the
Administrative Agent hereunder of which such Bank has actual
knowledge  (other  than  actions  which  require  the  prior
consent of such Bank in accordance with the terms hereof  or
to  which  the provisions of 15.8 are applicable  and  other
than  actions which constitute gross negligence  or  willful
misconduct  by the Agents), such Bank shall be  presumed  to
have approved the same.
     
       Resignation of Administrative Agent.
     
     The  Administrative Agent may resign  at  any  time  by
giving  60  days' prior written notice thereof to the  Banks
and  the  Borrower.   Upon any such resignation,  the  Banks
(other  than the resigning Administrative Agent) shall  have
the  right to appoint a successor Administrative Agent  from
among  the  Banks.   If no successor to such  Administrative
Agent  shall have been so appointed by the Banks  and  shall
have  accepted  such appointment within 30  days  after  the
retiring   Administrative  Agent's  giving  of   notice   of
resignation, then the retiring Administrative Agent may,  on
behalf  of  the  Banks,  appoint a successor  Administrative
Agent  from  among  the remaining Banks, which  shall  be  a
financial institution having a combined capital and  surplus
in  excess  of $1,000,000,000.  Upon the acceptance  of  any
appointment as Administrative Agent hereunder by a successor
Administrative  Agent, such successor  Administrative  Agent
shall  thereupon succeed to and become vested with  all  the
rights,  powers,  privileges  and  duties  of  the  retiring
Administrative Agent, and the retiring Administrative  Agent
shall   be   discharged  from  its  duties  and  obligations
hereunder.    After  any  retiring  Administrative   Agent's
resignation, the provisions of this Agreement shall continue
in effect for its benefit in respect of any actions taken or
omitted   to  be  taken  by  it  while  it  was  acting   as
Administrative   Agent.    Any  new   Administrative   Agent
appointed pursuant to this 15.7 shall immediately issue  new
Letters  of  Credit in place of Letters of Credit previously
issued,  or  if  acceptable to the resigning  Administrative
Agent,  issue  letters of credit in favor of  the  resigning
Administrative Agent as security for the outstanding Letters
of  Credit  and shall in due course replace all  Letters  of
Credit  previously  issued  by the resigning  Administrative
Agent.
     
        Action  by the Banks, Consents, Amendments, Waivers,
Etc.
     
     Any action to be taken (including the giving of notice)
may  be taken, any consent or approval required or permitted
by  the Agreement or any other Loan Document to be given  by
the  Banks  may  be given, any term of this  Agreement,  any
other  Loan  Document or any other instrument,  document  or
agreement  related  to  this Agreement  or  the  other  Loan
Documents or mentioned herein or therein may be amended, and
the  performance or observance by the Borrower or any  other
Person of any of the terms hereof or thereof and any Default
or  Event  of  Default  (as defined in  any  of  the  above-
referenced  documents or instruments) may be waived  (either
generally   or   in   a  particular  instance   and   either
retroactively  or  prospectively),  only  with  the  written
consent  of the Majority Banks; provided, however,  that  no
such  consent or amendment which affects the rights,  duties
or  liabilities  of either Agent shall be effective  without
the  written  consent  of such Agent.   Notwithstanding  the
foregoing, no amendment, waiver or consent shall do  any  of
the  following unless in writing and signed by  ALL  of  the
Banks:  (a)  increase  the principal  amount  of  the  Total
Commitment   (or   subject  the  Banks  to  any   additional
obligations); (b) reduce the principal of or interest on the
Notes  (including, without limitation, interest  on  overdue
amounts)  or  any fees payable hereunder; (c)  postpone  any
date  fixed  for  any  payment in respect  of  principal  or
interest (including, without limitation, interest on overdue
amounts) on the Notes, or any fee hereunder; (d) change  the
definition of "Majority Banks" or the number of Banks  which
shall  be required for the Banks or any of them to take  any
action  under  the Loan Documents; (e) amend this  15.8;  or
(f) change the Commitment Percentage of any Bank, except  as
permitted under 18 hereof.
     
       Holders of Notes.
     
     The  Administrative Agent may deem and treat the  payee
of  any  Note  or  the  purchaser of any  Letter  of  Credit
Participation as the absolute owner or purchaser thereof for
all  purposes  hereof until it shall have been furnished  in
writing  with  a  different name  by  such  payee  or  by  a
subsequent holder, assignee or transferee.
     
       Administrative Agent's Fee.
     
     The Borrower shall pay to the Administrative Agent, for
the  Administrative Agent's own account, on the Closing Date
and  on  each  anniversary thereof, an annual Administrative
Agent's  fee  in  an  amount previously agreed  to  in  that
certain  letter agreement, dated December 20, 1996,  between
the Borrower and the Administrative Agent.
     
       INDEMNIFICATION.
     
     The  Borrower agrees to indemnify and hold harmless the
Banks  and the Agents and their affiliates, as well  as  the
Banks'  and  the Agents' and their affiliates' shareholders,
directors,  agents, officers, subsidiaries  and  affiliates,
from  and  against all damages, losses, settlement payments,
obligations,   liabilities,   claims,   suits,    penalties,
assessments,  citations,  directives,  demands,   judgments,
actions  or causes of action, whether created by statute  or
under  the  common  law, and reasonable costs  and  expenses
incurred, suffered, sustained or required to be paid  by  an
indemnified  party  by  reason  of  or  resulting  from  the
transactions  contemplated  hereby,  except   any   of   the
foregoing which result from the gross negligence or  willful
misconduct  of any indemnified party.  In any investigation,
enforcement  matter,  proceeding  or  litigation,   or   the
preparation  therefor, the Banks and  the  Agents  shall  be
entitled to select their own counsel and, in addition to the
foregoing indemnity, the Borrower agrees to pay promptly the
reasonable fees and expenses of such counsel.  In the  event
of  the  commencement of any such proceeding  or  litigation
against  the Banks by third parties, the Borrower  shall  be
entitled  to  participate in such proceeding  or  litigation
with  counsel  of its choice at its expense,  provided  that
such  counsel shall be reasonably satisfactory to the Banks.
The   covenants  of  this  16  shall  survive   payment   or
satisfaction of payment of amounts owing with respect to any
Note or any other Loan Document, IT BEING THE INTENT OF  THE
PARTIES  HERETO THAT ALL SUCH INDEMNIFIED PARTIES  SHALL  BE
INDEMNIFIED   FOR   THEIR  ORDINARY  SOLE  OR   CONTRIBUTORY
NEGLIGENCE.
     
       SURVIVAL OF COVENANTS, ETC.
     
     Unless   otherwise   stated  herein,   all   covenants,
agreements, representations and warranties made  herein,  in
the other Loan Documents or in any documents or other papers
delivered  by  or on behalf of the Borrower pursuant  hereto
shall  be  deemed to have been relied upon by the Banks  and
the Agents, notwithstanding any investigation heretofore  or
hereafter  made by it, and shall survive the making  by  the
Banks of the Loans and the issuance, extension or renewal of
any Letters of Credit by the Administrative Agent, as herein
contemplated, and shall continue in full force and effect so
long as any amount due under this Agreement, any Obligation,
any  Letter  of  Credit or any Note remains outstanding  and
unpaid  or any Bank has any obligation to make any Loans  or
the  Administrative  Agent  has  any  obligation  to  issue,
extend,  or  renew  any  Letters of Credit  hereunder.   All
statements  contained  in  any certificate  or  other  paper
delivered by or on behalf of the Borrower pursuant hereto or
in  connection  with  the transactions  contemplated  hereby
shall  constitute  representations  and  warranties  by  the
Borrower hereunder.
     
       ASSIGNMENT AND PARTICIPATION.
     
     It  is understood and agreed that each Bank shall  have
the  right  to  assign at any time all or a portion  of  its
Commitment Percentage and interests in the risk relating  to
the  Loans, outstanding Letters of Credit and its Commitment
hereunder  in an amount equal to or greater than $10,000,000
(which  assignment  shall be of an equal percentage  of  the
Commitment,  the  Loans and outstanding  Letters  of  Credit
unless  otherwise agreed to by the Administrative Agent)  to
additional  banks or other financial institutions  with  the
prior  written  approval  of the Administrative  Agent  and,
unless  an  Event  of  Default shall have  occurred  and  be
continuing,  the  Borrower, which  approvals  shall  not  be
unreasonably withheld.  Any Bank may at any time,  and  from
time  to  time,  assign to any branch,  lending  office,  or
affiliate  or  such Bank all or any part of its  rights  and
obligations  under  the  Loan Documents  by  notice  to  the
Administrative Agent and the Borrower.  It is further agreed
that each bank or other financial institution which executes
and  delivers  to the Administrative Agent and the  Borrower
hereunder an Assignment and Acceptance substantially in  the
form  of  Exhibit E hereto (an "Assignment and  Acceptance")
together  with  an  assignment fee in the amount  of  $2,500
payable  by the assigning Bank to the Administrative  Agent,
shall,  on  the  date  specified  in  such  Assignment   and
Acceptance, become a party to this Agreement and  the  other
Loan  Documents for all purposes of this Agreement  and  the
other Loan Documents, and its portion of the Commitment, the
Loans  and Letters of Credit shall be as set forth  in  such
Assignment  and  Acceptance.  The Bank  assignor  thereunder
shall,  to  the extent that rights and obligations hereunder
have  been  assigned by it pursuant to such  Assignment  and
Acceptance, relinquish its rights and be released  from  its
obligations  under this Agreement.  Upon the  execution  and
delivery of such Assignment and Acceptance, (a) the Borrower
shall  issue  to the bank or other financial  institution  a
Syndicated  Note  in  the amount of  such  bank's  or  other
financial  institution's Commitment dated the  date  of  the
assignment  or  such other date as may be specified  by  the
Administrative   Agent,   and   otherwise    completed    in
substantially the form of Exhibit A and, to the  extent  any
assigning  Bank  has retained a portion of  its  obligations
hereunder,  a  replacement Syndicated Note to the  assigning
Bank   reflecting  its  assignment;  (b)   to   the   extent
applicable, the Borrower shall issue a Competitive Bid  Note
in  substantially the form of Exhibit B (and  a  replacement
Competitive  Bid Note); (c) the Administrative  Agent  shall
distribute to the Borrower, the Banks and such assignee bank
or financial institution a schedule reflecting such changes;
and  (d)  this Agreement shall be appropriately  amended  to
reflect  (i)  the status of the assignee bank  or  financial
institution as a party hereto and (ii) the status and rights
of the Banks hereunder.
     
     Each   Bank  shall  also  have  the  right   to   grant
participations  to  one  or more banks  or  other  financial
institutions  in  its Commitment, the Loans and  outstanding
Letters  of  Credit.   The  documents  evidencing  any  such
participation  shall  limit  such  participating  bank's  or
financial  institution's voting rights with respect  to  the
matters  set  forth in 15.8 of this Agreement which  require
the vote of all Banks.
     
     Notwithstanding   the  foregoing,  no   assignment   or
participation  shall  operate  to  increase  the  Commitment
hereunder or otherwise alter the substantive terms  of  this
Agreement, and no Bank which retains a Commitment  hereunder
shall  have a Commitment of less than $10,000,000  (as  such
amount   may  be  reduced  upon  reductions  in  the   Total
Commitment    pursuant   to   2.3   hereof)    unless    the
Administrative  Agent and the Borrower shall have  consented
to such lesser amount.
     
     Anything   contained  in  this  18  to   the   contrary
notwithstanding, any Bank may at any time pledge all or  any
portion  of  its  interest and rights under  this  Agreement
(including  all or any portion of its Notes) to any  of  the
twelve  Federal  Reserve  Banks organized  under  4  of  the
Federal Reserve Act, 12 U.S.C. 341.  No such pledge  or  the
enforcement thereof shall release the pledgor Bank from  its
obligations  hereunder  or  under  any  of  the  other  Loan
Documents.
     
       PARTIES IN INTEREST.
     
     All  the  terms  of this Agreement and the  other  Loan
Documents shall be binding upon and inure to the benefit  of
and  be enforceable by the respective successors and assigns
of  the  parties  hereto  and  thereto;  provided  that  the
Borrower  shall not assign or transfer its rights  hereunder
without the prior written consent of each of the Banks.
     
       NOTICES, ETC.
     
     Except   as  otherwise  expressly  provided   in   this
Agreement,  all  notices  and other communications  made  or
required to be given pursuant to this Agreement or the other
Loan Documents shall be in writing and shall be delivered in
hand,  mailed  by  United States first class  mail,  postage
prepaid,  or  sent  by  telegraph, telex  or  facsimile  and
confirmed by letter, addressed as follows:
          
          (a)   if  to  the  Borrower,  at  80  Ashby  Road,
     Bedford,    MA   01730-2271,   Attention:    President,
     facsimile  number (617) 533-3162, with a  copy  to  the
     General Counsel of the Borrower at the same address; or
          
          (b)   if  to FNBB or the Administrative Agent,  at
     The  First National Bank of Boston, 100 Federal Street,
     Boston,  MA  02110,  Attention: Elizabeth  C.  Everett,
     Director, facsimile number: (617) 434-0819;

or  such  other address for notice as shall have  last  been
furnished in writing to the Person giving the notice.
     
     Any  such notice or demand shall be deemed to have been
duly  given  or  made and to have become  effective  (a)  if
delivered by hand to a responsible officer of the  party  to
which it is directed, at the time of the receipt thereof  by
such  officer, (b) if sent by registered or certified first-
class  mail, postage prepaid, five (5) Business  Days  after
the posting thereof, and (c) if sent by telex, facsimile, or
cable,  at  the time of the dispatch thereof, if  in  normal
business  hours in the country of receipt, or  otherwise  at
the opening of business on the following Business Day.
     
       MISCELLANEOUS.
     
     The rights and remedies herein expressed are cumulative
and  not exclusive of any other rights which the Banks would
otherwise  have.   The captions in this  Agreement  are  for
convenience of reference only and shall not define or  limit
the  provisions  hereof.  This Agreement and  any  amendment
hereof  may be executed in several counterparts and by  each
party  on  a  separate counterpart, each of  which  when  so
executed  and  delivered shall be an original,  but  all  of
which  together shall constitute one instrument.  In proving
this  Agreement  it  shall not be necessary  to  produce  or
account  for  more than one such counterpart signed  by  the
party against whom enforcement is sought.
     
       CONSENTS, ETC.
     
     Neither  this  Agreement nor any  term  hereof  may  be
changed,   waived,  discharged  or  terminated,  except   as
provided  in  this  22, subject to the provisions  of  15.8.
No  waiver  shall  extend to or affect  any  obligation  not
expressly  waived  or  impair any right consequent  thereon.
Except  as  otherwise expressly provided in this  Agreement,
any  consent  or  approval required  or  permitted  by  this
Agreement  to  be given by the Banks may be given,  and  any
term  of  this Agreement or of any other instrument  related
hereto   or  mentioned  herein  may  be  amended,  and   the
performance  or observance by the Borrower of any  terms  of
this  Agreement or such other instrument or the  continuance
of  any  Default  or Event of Default may be waived  (either
generally   or   in   a  particular  instance   and   either
retroactively  or prospectively) with, but  only  with,  the
written  consent  of the Borrower and  the  Banks.   To  the
extent  permitted by law, no course of dealing or  delay  or
omission   on  the  part  of  any  of  the  Banks   or   the
Administrative Agent in exercising any right  shall  operate
as a waiver thereof or otherwise be prejudicial thereto.  No
notice  to  or  demand upon the Borrower shall  entitle  the
Borrower to other or further notice or demand in similar  or
other circumstances.
     
       PARI PASSU TREATMENT.
     
     Notwithstanding  anything to  the  contrary  set  forth
herein, each payment or prepayment of principal and interest
received  after  the  occurrence  of  an  Event  of  Default
hereunder  shall be distributed pari passu among the  Banks,
in  accordance  with  the  aggregate  outstanding  principal
amount of the Obligations owing to each Bank divided by  the
aggregate outstanding principal amount of all Obligations.
     
       CONFIDENTIALITY.
     
     Each  Bank  and  Agent agrees to hold any  confidential
information  that it may receive from the Borrower  pursuant
to  this Agreement or any other Loan Document in confidence,
except for disclosure:  (a) to any other Bank or Agent;  (b)
to  legal  counsel and accountants for the Borrower  or  any
Bank  or  Agent; (c) to other professional advisors  to  the
Borrower  or any Bank or Agent, provided that the  recipient
has  delivered  to  such  Bank or Agent,  as  applicable,  a
written  confidentiality agreement substantially similar  to
this  24;  (d)  to regulatory officials having  jurisdiction
over  any  Bank or Agent; (e) as required by  law  or  legal
process or in connection with any legal proceeding to  which
any Bank or Agent and the Borrower (or any Subsidiary of the
Borrower)  are adverse parties; and (f) to another financial
institution  in  connection with a disposition  or  proposed
disposition to that financial institution of all or part  of
any Bank's or Agent's interests hereunder or a participation
interest  in  its Syndicated Note or Competitive  Bid  Note,
provided  that the recipient has delivered to such  Bank  or
Agent,  as  applicable, a written confidentiality  agreement
substantially  similar  to this 24.   Each  Bank  and  Agent
further  agrees  that it will not use any such  confidential
information  in any activity or for any purpose  other  than
the  administration of the credit facilities extended to the
Borrower  under  this  Agreement.   For  purposes   of   the
foregoing,   "confidential  information"  shall   mean   any
information  respecting  the Borrower  or  its  Subsidiaries
reasonably  considered to be, is treated as, and  is  marked
as, confidential by the Borrower, other than (i) information
previously filed with any governmental agency and  available
to  the public, (ii) information previously published in any
public  medium  from  a  source  other  than,  directly   or
indirectly,  any  Bank or Agent, (iii)  information  already
known  by  any Bank or Agent or the other party in  question
other  than  as a result of a breach of this Agreement,  and
(iv) information previously disclosed by the Borrower or any
Subsidiary  to any Person not associated with  the  Borrower
without  a  written confidentiality agreement  substantially
similar  to  this  24.   Nothing in this  Section  shall  be
construed  to create or give rise to any fiduciary  duty  on
the  part  of  any  Bank or Agent to  the  Borrower  or  any
Subsidiary.
     
       WAIVER OF JURY TRIAL.
     
     TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER
HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO  ANY
ACTION  OR  CLAIM ARISING OUT OF ANY DISPUTE  IN  CONNECTION
WITH  THIS  AGREEMENT, THE NOTES OR ANY OF  THE  OTHER  LOAN
DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER
OR  THE  PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.  EXCEPT
AS  PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES ANY  RIGHT
IT  MAY  HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED
TO   IN  THE  PRECEDING  SENTENCE  ANY  SPECIAL,  EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN,
OR  IN  ADDITION  TO,  ACTUAL  DAMAGES.   THE  BORROWER  (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY  OF  ANY
BANK  OR THE AGENTS HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT  SUCH  BANK  OR  AGENT  WOULD  NOT,  IN  THE  EVENT  OF
LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVERS  AND  (B)
ACKNOWLEDGES THAT THE AGENTS AND THE BANKS HAVE BEEN INDUCED
TO  ENTER  INTO THIS AGREEMENT AND THE OTHER LOAN  DOCUMENTS
BECAUSE  OF, AMONG OTHER THINGS, THE BORROWER'S WAIVERS  AND
CERTIFICATIONS CONTAINED HEREIN.
     
       GOVERNING LAW.
     
     THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS ARE
CONTRACTS   UNDER   THE   LAWS  OF   THE   COMMONWEALTH   OF
MASSACHUSETTS  AND SHALL FOR ALL PURPOSES  BE  CONSTRUED  IN
ACCORDANCE   WITH  AND  GOVERNED  BY  THE   LAWS   OF   SAID
COMMONWEALTH (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS  OR
CHOICE  OF  LAW).  THE BORROWER CONSENTS TO THE JURISDICTION
OF  ANY  OF  THE  FEDERAL  OR STATE COURTS  LOCATED  IN  THE
COMMONWEALTH OF MASSACHUSETTS IN CONNECTION WITH ANY SUIT TO
ENFORCE  THE  RIGHTS OF THE BANKS OR THE AGENTS  UNDER  THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
     
       SEVERABILITY.
     
     The  provisions of this Agreement are severable and  if
any one clause or provision hereof shall be held invalid  or
unenforceable in whole or in part in any jurisdiction,  then
such  invalidity or unenforceability shall affect only  such
clause  or provision, or part thereof, in such jurisdiction,
and  shall not in any manner affect such clause or provision
in  any other jurisdiction, or any other clause or provision
of this Agreement in any jurisdiction.
     
       FINAL AGREEMENT.
     
     THIS  WRITTEN  AGREEMENT AND THE OTHER  LOAN  DOCUMENTS
REPRESENT  THE FINAL AGREEMENT BETWEEN THE PARTIES  AND  MAY
NOT  BE  CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR  SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
     
     IN  WITNESS WHEREOF, the undersigned have duly executed
this  Agreement  under seal as of the date first  set  forth
above.
                           
                           
                           
                           MILLIPORE CORPORATION
                           
                           
                           By:_____________________________
                           ____
                              Name:
                              Title:
                           
                           
                           
                           THE   FIRST  NATIONAL   BANK   OF
                           BOSTON,   Individually   and   as
                           Administrative Agent
                           
                           
                           
                           By:_____________________________
                           ______
                              Name:
                              Title:
                           
                           
                           ABN  AMRO BANK N.V., Individually
                           and as Documentation Agent
                           
                           
                           
                           By:_____________________________
                           ______
                              Name:
                              Title:
                           
                           
                           
                           By:_____________________________
                           ______
                              Name:
                              Title:
                           
BOS-BUS:358151
                                                            
                                                            
                                                            
                     FIRST AMENDMENT TO
                 REVOLVING CREDIT AGREEMENT
     
     
     THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
(this "First Amendment") is made and entered into as of
February 11, 1997, by and among (a) MILLIPORE CORPORATION, a
Massachusetts corporation having its principal place of
business at 80 Ashby Road, Bedford, MA 01730 (the
"Borrower"), (b) THE FIRST NATIONAL BANK OF BOSTON, a
national banking association with its head office at 100
Federal Street, Boston, Massachusetts 02110 ("FNBB"), ABN
AMRO BANK N.V., with its Boston branch at One Post Office
Square, Boston, Massachusetts 02109 ("ABN"), and the other
lending institutions party hereto (collectively with FNBB
and ABN, the "Banks") and (c) THE FIRST NATIONAL BANK OF
BOSTON, as administrative agent for the Banks (the
"Administrative Agent") and ABN AMRO BANK N.V., as
documentation agent for the Banks (the "Documentation
Agent," and collectively with the Administrative Agent, the
"Agents").
     
     WHEREAS, the Borrower, FNBB, ABN, and the Agents
entered into a Revolving Credit Agreement dated as of
January 22, 1997 (the "Credit Agreement"), pursuant to which
FNBB and ABN extended credit to the Borrower on the terms
set forth therein;
     
     WHEREAS, FNBB and ABN (collectively, the "Assignor
Banks") wish to assign interests in their Syndicated Loans,
Letter of Credit Participations, Commitments, and other
rights, interests and obligations under the Credit Agreement
to the other financial institutions listed on Schedule 1
attached hereto (collectively, the "Assignee Banks"), and
the Assignee Banks wish to assume such interests and become
parties to the Credit Agreement, all as set forth in this
First Amendment; and
     
     WHEREAS, the parties desire to amend the Credit
Agreement to reflect such assignments and to amend certain
terms of the Credit Agreement as set forth herein;
     
     NOW, THEREFORE, in consideration of the foregoing, and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
agree to amend the Credit Agreement as follows:
     
          Definitions.  Capitalized terms used herein
without definition shall have the meanings assigned to such
terms in the Credit Agreement.
     
          Amendment to 1.1.  The following definitions in
1.1 of the Credit Agreement are hereby amended to read as
follows:
     
     Drawdown Date.  The date on which any Loan is made or
is to be made, or any Loan is converted or continued in
accordance with 2.7.
     
     Permitted Receivables Transaction.  Any sale or sales
(including on a revolving basis) of, and/or securitization
of, any accounts receivable of the Borrower and/or any of
its Subsidiaries not to exceed $100,000,000 in the aggregate
at any one time outstanding.
     
          Amendment to 2.3(c).  Section 2.3(c) is hereby
amended to read as follows:
     
     (c)  In the event that the Note Purchase Agreement is
not amended on or before February 20, 1997, the Borrower may
request that the Total Commitment be increased by
$50,000,000 hereunder, which increase is subject to the
approval of the Administrative Agent; provided, however,
that in the event that such an increase is approved, (i) any
Bank which is a party to this Agreement prior to such
increase shall not be required to increase its Commitment
hereunder, (ii) such Bank's Commitment Percentage shall be
correspondingly decreased to reflect such increase in the
Total Commitment, and (iii) any such increase and the
$50,000,000 of Total Commitment reserved pursuant to 7.18
shall be used to repay the Borrower's obligations under the
Note Purchase Agreement.
     
          Amendment to 3.2(a).  Section 3.2(a) is amended
by substituting the phrase, "date of any drawing under any
Letter of Credit" for the phrase, "Drawdown Date" in
subsection (ii) thereof.
     
          Amendment to 11.1.  Section 11.1 is amended by
substituting the phrase, "any Drawdown Date" for the phrase,
"the making of such Loan."
     
          Amendment to 12.1(f).  Section 12.1(f) is amended
by inserting the phrase, "any obligation in respect of"
immediately prior to the first occurrence of the words, "any
Indebtedness."
     
          Amendment of 18.  Section 18 is amended by
deleting the word "Percentage" immediately following the
word "Commitment" in the first sentence thereof.
     
          Waiver of the Requirements of 18.  The parties
hereto hereby agree that, to the extent that the actions
taken in connection with the assignments contemplated
hereunder do not comply with certain requirements set forth
in 18, such requirements are hereby waived by all parties,
and the assignments made pursuant to this First Amendment
shall be fully effective to the same extent as if all such
requirements had been fulfilled.
     
          Amendment to Schedule 1 to the Credit Agreement.
Schedule 1 to the Credit Agreement is hereby amended by
deleting such schedule in its entirety and substituting the
Schedule 1 attached hereto in place thereof.  The parties
hereto hereby acknowledge and agree that each reference to
Schedule 1 in the Credit Agreement or any other Loan
Document shall henceforth be a reference to Schedule 1
attached hereto or as subsequently amended.
     
          Assignment.
     
     (a)  Each Assignor Bank hereby sells and assigns to the
Assignee Banks, and each Assignee Bank hereby purchases and
assumes without recourse to the Assignor Banks, an interest
in and to the rights, benefits, indemnities and obligations
of the Assignor Banks under the Credit Agreement equal to
such Assignee Bank's Commitment Percentage (as set forth on
Schedule 1 hereto) in respect of the Total Commitment and
the Letter of Credit Participations, each as in effect
immediately prior to the Effective Date (as hereinafter
defined).
     
     (b)  Each of FNBB and ABN represents and warrants that,
as of the date hereof, (i) ABN's Commitment is $100,000,000,
its Commitment Percentage is 22.2222%, and the aggregate
outstanding principal balance of its Syndicated Loans equals
$60,000,000 and (ii) FNBB's Commitment is $350,000,000, its
Commitment Percentage is 77.7778%, and the aggregate
outstanding principal balance of its Syndicated Loans equals
$210,000,000 (in each case, before giving effect to the
assignments contemplated hereby or any contemplated
assignments which have not yet become effective),
(iii) there are no outstanding Letters of Credit, and (iv)
there are no outstanding Competitive Bid Loans.
     
     (c)  Each Assignor Bank (i) represents and warrants
that it is legally authorized to enter into this First
Amendment, but otherwise makes no representation or
warranty, express or implied, and assumes no responsibility
with respect to any statements, warranties or
representations made in or in connection with the Credit
Agreement or any of the other Loan Documents or the
execution (other than on the part of the Assignor Banks),
legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement, the other Loan Documents
or any other instrument or document furnished pursuant
thereto, other than that it is the legal and beneficial
owner of the interest being assigned by it hereunder free
and clear of any claim or encumbrance; and (ii) makes no
representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrower or
any of its Subsidiaries, or the performance or observance by
the Borrower or any of its Subsidiaries or any of their
respective Subsidiaries in respect of any of the Obligations
under the Credit Agreement or any of the other Loan
Documents or any other instrument or document delivered or
executed pursuant thereto.
     
     (d)  Each of the Assignee Banks (i) represents and
warrants that (A) it is duly and legally authorized to enter
into this First Amendment, (B) the execution, delivery and
performance of this First Amendment do not conflict with any
provision of law or of the charter or bylaws of such
Assignee Bank, or of any agreement binding on such Assignee
Bank, and (C) all acts, conditions and things required to be
done and performed and to have occurred prior to the
execution, delivery and performance of this First Amendment,
and to render the same the legal, valid and binding
obligation of each of the Assignee Banks, enforceable
against it in accordance with its terms, have been done and
performed and have occurred in due and strict compliance
with all applicable laws; (ii) confirms that it has received
a copy of the Credit Agreement and each of the other Loan
Documents, together with copies of the most recent financial
statements delivered pursuant to 6.4 and 7.4 of the Credit
Agreement and such other documents and information as it has
deemed appropriate to make its own credit analysis and
decision to enter into this First Amendment; (iii) agrees
that it will, independently and without reliance upon any
Assignor Bank, any Agent, or any Bank, and based on such
documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (iv)
appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such
powers under the Credit Agreement and the other Loan
Documents as are delegated to the Administrative Agent by
the terms thereof, together with such powers as are
reasonably incidental thereto; (v) agrees that it will
perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are
required to be performed by it as a Bank; and (vi) agrees to
treat in confidence any "confidential information" obtained
by it concerning the Borrower and its Subsidiaries in
accordance with the terms of 24 of the Credit Agreement.
     
     (e)  From and after the Effective Date, each of the
Assignee Banks shall be a party to the Credit Agreement,
shall become a "Bank" for all purposes under the Credit
Agreement and the Loan Documents, and shall have the rights
and obligations of a Bank thereunder.
     
          Representations and Warranties.  The Borrower
represents and warrants as follows:
     
     (a)  The execution and delivery of this First
Amendment, the Replacement Notes (as hereinafter defined),
the Competitive Bid Notes, and the Credit Agreement, as
modified by this First Amendment, and the performance of the
transactions contemplated hereby and thereby (i) are within
the corporate authority of the Borrower, (ii) have been duly
authorized by all necessary corporate proceedings on the
part of the Borrower, (iii) do not conflict with or result
in any material breach or contravention of any provision of
law, statute, rule or regulation to which the Borrower is
subject or any judgment, order, writ, injunction, license or
permit applicable to the Borrower so as to materially
adversely affect the assets, business or any activity of the
Borrower, and (iv) do not conflict with any provision of the
corporate charter or bylaws of the Borrower or any agreement
or other instrument binding upon the Borrower.  There have
been no amendments to the charter documents or bylaws of the
Borrower since January 22, 1997.
     
     (b)  The execution and delivery of this First
Amendment, the Replacement Notes, the Competitive Bid Notes,
and the Credit Agreement, as modified by this First
Amendment, and the performance of the transactions
contemplated hereby and thereby will result in valid and
legally binding obligations of the Borrower party thereto
enforceable against the Borrower in accordance with the
respective terms and provisions hereof and thereof, except
as enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or
affecting generally the enforcement of creditors rights and
except to the extent that availability of the remedy of
specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor
may be brought.
     
     (c)  The execution and delivery by the Borrower of this
First Amendment, the Replacement Notes, the Competitive Bid
Notes, and the Credit Agreement, as modified by this First
Amendment, and the consummation by the Borrower of the
transactions contemplated hereby and thereby do not require
any approval or consent of, or filing with, any governmental
agency or authority other than those already obtained.
     
     (d)  The representations and warranties contained in
the Credit Agreement or in any document or instrument
delivered pursuant to or in connection with the Credit
Agreement, the Replacement Notes, the Competitive Bid Notes,
or this First Amendment were true as of the date as of which
they were made and are true at and as of the Effective Date
with the same effect as if made at and as of that time
(except to the extent of changes resulting from transactions
contemplated or permitted by the Credit Agreement and
changes occurring in the ordinary course of business which
singly or in the aggregate are not materially adverse, and
to the extent that such representations and warranties
relate expressly and solely to an earlier date).
     
     (e)  The Borrower has performed and complied with all
terms and conditions in the Credit Agreement and this First
Amendment required to be performed or complied with by it
prior to or at the Effective Date, and no Default or Event
of Default or condition which would result in a Default or
Event of Default has occurred and is continuing.
     
          Ratification, etc.  Except as expressly amended
hereby, the Credit Agreement, the other Loan Documents and
all documents, instruments and agreements related thereto
are hereby ratified and confirmed in all respects and shall
continue in full force and effect.  This First Amendment and
the Credit Agreement shall hereafter be read and construed
together as a single document, and all references in the
Credit Agreement, any other Loan Document or any agreement
or instrument related to the Credit Agreement shall
hereafter refer to the Credit Agreement as amended by this
First Amendment.
     
          GOVERNING LAW.  THIS FIRST AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT
OF LAWS) AND SHALL TAKE EFFECT AS A SEALED INSTRUMENT IN
ACCORDANCE WITH SUCH LAWS.
     
          Counterparts.  This First Amendment may be
executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which when
so executed and delivered shall be an original, but all of
which counterparts taken together shall be deemed to
constitute one and the same instrument.
     
          Effectiveness.  This First Amendment shall become
effective upon the satisfaction of each of the following
conditions (the "Effective Date"):
     
     (a)  This First Amendment shall have been executed and
delivered by the respective parties hereto;
     
     (b)  The Borrower shall have executed and delivered
(i) to each Assignor Bank a replacement Syndicated Note and
(ii) to each Assignee Bank a Syndicated Note, in each case
in substantially the form of Exhibit A to the Credit
Agreement and in an amount equal to such Bank's Commitment
Percentage (as reflected on Schedule 1 attached hereto)
multiplied by the Total Commitment (collectively, the
"Replacement Notes"), and (iii) to each Assignee Bank so
requesting, a Competitive Bid Note in substantially the form
of Exhibit B to the Credit Agreement;
     
     (c)  All corporate action necessary for the valid
execution and delivery by the Borrower of this First
Amendment, the Credit Agreement, as amended by this First
Amendment, the Replacement Notes, and the Competitive Bid
Notes, and the performance of the transactions contemplated
hereby and thereby shall have been taken, and satisfactory
evidence thereof shall have been provided to the
Administrative Agent; and
     
     (d)  The Administrative Agent shall have received a
favorable opinion addressed to the Administrative Agent
dated the Effective Date, in form and substance satisfactory
to the Administrative Agent, regarding the authority, the
due and valid execution and delivery, and the enforceability
of this First Amendment, the Replacement Notes, and the
Competitive Bid Notes.
     
          Return of Old Notes.  As soon as practicable after
the Effective Date, each Assignor Bank shall return to the
Borrower marked "Substituted" its Syndicated Note issued by
the Borrower to such Assignor Bank on the Closing Date.
     
     IN WITNESS WHEREOF, each of the undersigned has duly
executed this First Amendment under seal as of the date
first set forth above.

                              
                              THE BORROWER:
                              
                              MILLIPORE CORPORATION
                              
                              
                              By:
                              
                              Name:
                              
                              Title:
                              
                              
                              
                              THE BANKS AND AGENTS:
                              
                              THE FIRST NATIONAL BANK OF
                              BOSTON, individually and as
                              Agent
                              
                              
                              By:
                                   Elizabeth C. Everett
                                   Director
                              
                              
                              ABN AMRO BANK N.V.
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              
                              THE DAI-ICHI KANGYO
                              BANK, LTD.
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              THE SUMITOMO BANK, LIMITED
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              THE SAKURA BANK, LIMITED
                              NEW YORK BRANCH
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              THE CHASE MANHATTAN BANK
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              BANK OF TOKYO-MITSUBISHI TRUST
                              COMPANY
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              CREDIT LYONNAIS NEW YORK
                              BRANCH
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              THE BANK OF NOVA SCOTIA
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              FLEET NATIONAL BANK
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              MELLON BANK, N.A.
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              STATE STREET BANK AND TRUST
                              COMPANY
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              CITIZENS BANK OF MASSACHUSETTS
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              MORGAN GUARANTY TRUST COMPANY
                              OF NEW YORK
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              THE SANWA BANK, LIMITED
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              YASUDA TRUST & BANKING CO.
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              
                                                  SCHEDULE 1
                               
                               
                 BANKS; COMMITMENT PERCENTAGES
                               
                               
            BANK                   COMMITMENT PERCENTAGE
The First National Bank of                   
Boston                                       
Domestic and Eurodollar                10.00000000%
Lending Office:
 100 Federal Street
 Boston, MA  02110
 Attention:    Elizabeth C.
Everett, Director
 Fax Number:  (617) 434-0819

ABN Amro Bank N.V.                           
Domestic and Eurodollar                      
Lending Office:                        10.00000000%
 One Post Office Square, 39th
Floor
 Boston, MA  02109
 Attention:  Charles Wahle
 Fax Number:  (617) 988-7910

The Dai-Ichi Kangyo Bank,                    
Ltd.                                         
Domestic and Eurodollar                 4.44444444%
Lending Office:
 One World Trade Center,
Suite 4911
 New York, NY  10048
 Attention:  Tom Fennessey
 Fax Number:  (212) 524-0579

The Sumitomo Bank, Limited                   
Domestic and Eurodollar                      
Lending Office:                         4.44444444%
 U.S. Corporate Department
 277 Park Avenue
 New York, NY  10172
 Attention:  Angelo
Balestrieri
 Fax Number:  (212) 224-5188

The Sakura Bank, Limited                     
New York Branch                              
Domestic and Eurodollar                 4.44444444%
Lending Office:
 277 Park Avenue, 45th floor
 New York, NY  10172
 Attention:  Shelly Yu
 Fax Number:  (212) 888-7651

The Chase Manhattan Bank                     
Domestic and Eurodollar                      
Lending Office:                         8.70370370%
 999 Broad Street
 Bridgeport, CT  06604
 Attention:  David Nackley
 Fax Number:  (203) 382-6314

Bank of Tokyo-Mitsubishi                     
Trust Company                                
Domestic and Eurodollar                 8.70370370%
Lending Office:
 1251 Avenue of the Americas
 New York, NY  10020-1104
 Attention:  Frederick Leone,
Esq.
 Fax Number:  (212) 782-6420

Credit Lyonnais New York                     
Branch                                       
Domestic and Eurodollar                 6.11111111%
Lending Office:
 53 State Street
 Boston, MA  02110
 Attention:  David O'Connell
 Fax Number:  (617) 723-4803

The Bank of Nova Scotia                      
Domestic and Eurodollar                      
Lending Office:                         6.11111111%
 101 Federal Street, 16th
floor
 Boston, MA  02210
 Attention:  Mike Bradley
 Fax Number:  (617) 951-2177

Fleet National Bank                          
Domestic and Eurodollar                      
Lending Office:                         8.70370370%
 One Federal Street, MAOFO305
 Boston, MA  02211
 Attention:  Amy Tsokanis
 Fax Number:  (617) 346-0590

Mellon Bank, N.A.                            
Domestic and Eurodollar                      
Lending Office:                         4.44444444%
 One Boston Place, Aim #024-
006A
 Boston, MA  02108
 Attention:  Rita Long
 Fax Number:  (617) 722-7994

State Street Bank and Trust                  
Company                                      
Domestic and Eurodollar                 4.44444444%
Lending Office:
 225 Franklin Street, M2
 Boston, MA  02110
 Attention:  Fran Rust
 Fax Number:  (617) 664-3675

Citizens Bank of                             
Massachusetts                                
Domestic and Eurodollar                 4.44444444%
Lending Office:
 55 Summer Street, 4th floor
 Boston, MA  02110
 Attention:  Bruce Bernier
 Fax Number:  (617) 422-8354

Morgan Guaranty Trust                        
Company of New York                          
Domestic and Eurodollar                 4.44444444%
Lending Office:
 60 Wall Street
 New York, NY  10260
 Attention:  Deborah Brodheim
 Fax Number:  (212) 648-5018

The Sanwa Bank, Limited                      
Domestic and Eurodollar                      
Lending Office:                         6.11111111%
 Park Avenue Plaza
 55 East 52nd Street
 New York, NY  10055
 Attention:  Renko Hara
 Fax Number:  (212) 754-2368

For credit matters, please
copy correspondence to:
 One Financial Center, 2812
 Boston, MA  02111
 Attention:  Dale Edmunds
 Fax Number:  (617) 350-7212

Yasuda Trust & Banking Co.                   
Domestic and Eurodollar                      
Lending Office:                         4.44444444%
 666 5th Avenue
 New York, NY  10103
 Attention:  Ken Nasto
 Fax Number:  (212) 373-5796

                               
                           
                           WAIVER TO
                  REVOLVING CREDIT AGREEMENT

       WAIVER  AGREEMENT  (this  "Waiver  Agreement")  TO  THE
REVOLVING  CREDIT AGREEMENT dated as of January 22,  1997,  as
amended (the "Credit Agreement") made and entered into  as  of
February  18, 1997, by and among (a) MILLIPORE CORPORATION,  a
Massachusetts  corporation  having  its  principal  place   of
business  at  80  Ashby  Road,  Bedford,  MA  01730-2271  (the
"Borrower"), (b) THE FIRST NATIONAL BANK OF BOSTON, a national
banking  association  with  its head  office  at  100  Federal
Street,  Boston, Massachusetts 02110 ("FNBB"), ABN  AMRO  BANK
N.V.,  with  its  Boston  branch at One  Post  Office  Square,
Boston,  Massachusetts 02109 ("ABN"), and  the  other  lending
institutions  party thereto (collectively with FNBB  and  ABN,
the  "Banks")  and (c) THE FIRST NATIONAL BANK OF  BOSTON,  as
administrative   agent  for  the  Banks  (the  "Administrative
Agent") and ABN AMRO BANK N.V., as documentation agent for the
Banks  (the "Documentation Agent," and collectively  with  the
Administrative Agent, the "Agents").

      WHEREAS, the Agents and the Banks have agreed  to  waive
certain  provisions of the Credit Agreement on the  conditions
and for the period as hereinafter set forth;

      NOW, THEREFORE, for good and valuable consideration, the
receipt  and sufficiency of which is hereby acknowledged,  the
parties hereto agree as follows:

      1.   Definitions.  Capitalized terms used herein without
definition  shall have the meanings ascribed to  them  in  the
Credit Agreement.

     2.   Waiver of 7.18 of the Credit Agreement.

           (a)   Any  Event  of Default which would  otherwise
occur  under  7.18  as a result of the Borrower's  failure  to
amend  the  Note Purchase Agreement on or before February  20,
1997  is  hereby  waived,  provided  that  the  Note  Purchase
Agreement  shall be amended on or before March  21,  1997  and
provided further that until such amendment is effective or the
Note  Purchase  Agreement is terminated,  the  Borrower  shall
ensure  that  $50,000,000  of  the  Total  Commitment  remains
available.

          (b)  The Agents, the Banks, and the Borrower further
agree  that the Borrower may request an increase in the  Total
Commitment, subject to the conditions set forth in  2.3(c)  of
the  Credit Agreement, as amended, in the event that the  Note
Purchase Agreement is not amended on or before March 21, 1997.

      3.    Ratification, etc.  Except as expressly waived  or
amended hereby, the Credit Agreement, the other Loan Documents
and  all documents, instruments and agreements related thereto
are  hereby ratified and confirmed in all respects  and  shall
continue in full force and effect.

     4.   Counterparts.  This Waiver Agreement may be executed
in  any number of counterparts and by different parties hereto
on  separate counterparts, each of which when so executed  and
delivered  shall be an original, but all of which counterparts
taken together shall be deemed to constitute one and the  same
instrument.   Complete sets of counterparts  shall  be  lodged
with the Banks.

      5.    Effectiveness.  This Waiver Agreement shall become
effective  upon  its execution and delivery by the  respective
parties hereto.

      IN  WITNESS WHEREOF, each of the undersigned  have  duly
executed this Waiver Agreement under seal as of the date first
set forth above.

                         
                         THE BORROWER:
                         
                         MILLIPORE CORPORATION
                         
                         
                         By:
                            Jeffrey Rudin, Corporate Vice
                         President
                         
                         
                         THE BANKS AND AGENTS:
                         
                         THE FIRST NATIONAL BANK OF BOSTON,
                         individually and as Agent
                         
                         
                         By:
                            Elizabeth C. Everett, Director
                         
                         
                         ABN AMRO BANK N.V., individually and
                         as Documentation Agent
                         
                         By:
                            Carol A. Levine, Senior Vice
                         President
                         
                         
                         By:
                            Charles J. Wahle, Vice President
                         
                         THE DAI-ICHI KANGYO
                         BANK, LTD.
                         
                         
                         By:
                            Thomas M. Fennessey
                            Assistant Vice President
                         
                         
                         THE SUMITOMO BANK, LIMITED
                         
                         
                         By:
                            John C. Kissinger, Joint General
                         Manager
                         
                         
                         THE SAKURA BANK, LIMITED
                         NEW YORK BRANCH
                         
                         
                         By:
                            Yasumasa Kikuchi, Senior Vice
                         President
                         
                         
                         THE CHASE MANHATTAN BANK
                         
                         
                         By:
                            David M. Nackley, Vice President
                         
                         
                         BANK OF TOKYO-MITSUBISHI TRUST
                         COMPANY
                         
                         
                         By:
                            Patrick D. Bonebrake, Assistant
                         Vice President
                         
                         
                         CREDIT LYONNAIS NEW YORK BRANCH
                         
                         
                         By:
                            Alain Papiasse, Executive Vice
                         President
                         
                         
                         THE BANK OF NOVA SCOTIA
                         
                         
                         By:
                            Terry M. Pitcher, Vice President
                         
                         
                         By:
                            Michael R. Bradley
                            Senior Relationship Manager
                         
                         
                         FLEET NATIONAL BANK
                         
                         
                         By:
                            Lisa S. Coney, Senior Vice
                         President
                         
                         
                         MELLON BANK, N.A.
                         
                         
                         By:
                            Rita C. Long, Vice President
                         
                         
                         STATE STREET BANK AND TRUST COMPANY
                         
                         
                         By:
                            Monica M. Sheehan, Vice President
                         
                         
                         CITIZENS BANK OF MASSACHUSETTS
                         
                         
                         By:
                            Bruce A. Bernier, Vice President
                         
                         
                         MORGAN GUARANTY TRUST COMPANY OF NEW
                         YORK
                         
                         
                         By:
                            Diana H. Imhof, Vice President
                         
                         
                         THE SANWA BANK, LIMITED
                         
                         
                         By:
                            Yutaka Higashino, Senior Vice
                         President
                         
                         
                         YASUDA TRUST & BANKING CO.
                         
                         
                         By:
                            Rohn Laudenschlager, Senior Vice
                         President
                         CREDITO ITALIANO SPA
                         
                         
                         By:
                            Harmon P. Butler, First Vice
                         President
                         
                         
                         By:
                            Saiyed A. Abbas, Assistant Vice
                         President