SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D. C. 20549
                                
                            FORM 8-K
                                
                                
                         CURRENT REPORT
                                
             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934
                                
                  Date of Report:  May 2, 1997
                                
                      MILLIPORE CORPORATION
     (Exact name of registrant as specified in its charter)
                                


     Massachusetts            0-1052          04-2170233
    (State or other        (Commission       (IRS Employer
    jurisdiction of        File Number)     Identification
   incorporation or                              No.)
     organization)
                                                   
  80 Ashby Road, Bedford, Massachusetts          01730
(Address of principal executive offices)      (Zip Code)
                                                   
 Registrant's telephone number, including area code: (617) 275-9200
                                                   












Item 5.  Other Events

     On May 2, 1997, the Environmental Quality Board (EQB) of
Puerto Rico served an administrative order on Millipore Cidra,
Inc., a wholly-owned subsidiary of Millipore Corporation (the
Registrant).  The administrative order alleges: (i) that the 
nitrocellulose filter membrane scrap produced by Millipore
Cidra's manufacturing operations is a hazardous waste as defined
in EQB regulations; (ii) that Millipore Cidra, Inc. failed to 
manage the nitrocellulose membrane scrap as a hazardous waste;
and (iii) that such failure violated EQB regulations. The EQB
has proposed a fine of $96.5 million against Millipore Cidra, Inc.

     On May 5, 1997 the Registrant issued a press release
commenting on the administrative order received by Millipore
Cidra, Inc.


Item 7.  Financial Statements and Exhibits

 (c) Exhibits

          Exhibit 99     Press Release dated May 5, 1997


                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                              MILLIPORE CORPORATION
                                        (Registrant)



Date:  May 6, 1997            /s/  Michael P. Carroll
                              Michael P. Carroll
                              Vice President and Chief Financial
Officer

EXHIBIT 99:  Press Release dated May 5, 1997

For Immediate Release

Investor Contact:                Media Contact:
Geoffrey Helliwell               Tom Anderson
Director, Treasury Operations    Director, Corporate
Communications
(617) 533-2032                   (617) 533-2225
(800) 225-3384                   (800) 225-3384
Geoffrey_Helliwell@millipore.com Thomas_Anderson@millipore.com




           Millipore Comments On Administrative Order
          By Environmental Quality Board Of Puerto Rico


Bedford,  Massachusetts,  May 5, 1997  --  Millipore  Corporation
(NYSE/MIL)  today issued the following statement with respect  to
an  administrative order received by its wholly-owned subsidiary,
Millipore  Cidra, Inc., from the Environmental Quality  Board  of
Puerto Rico.

Millipore Cidra stated that membrane scrap from its production of
nitrocellulose-based  membrane is not  a  hazardous  waste.   The
Company believes that good science should prevail in this  matter
and  expects to achieve timely and favorable resolution  of  this
issue.

After  the  close of business Friday, May 2, the  EQB  served  an
administrative  order  alleging  that  membrane  scrap  discarded
during  the  production of Millipore Cidra's nitrocellulose-based
membrane is a hazardous waste.  The EQB proposes a fine of  $96.5
million  against  Millipore Cidra, Inc.  However,  the  Company's
experience  in  manufacturing and handling  the  membrane  scrap,
supported  by  analytical  tests  performed  in  accordance  with
applicable   U.S.  Environmental  Protection   Agency   and   EQB
regulations  show that such waste is not a hazardous waste  under
such regulations.

Millipore  Cidra, Inc., based in Cidra, Puerto Rico, employs  310
persons  and  has  operated  in Puerto  Rico  for  twenty  years.
Millipore  Corporation, its parent company,  has  an  established
health, safety and environmental policy which has been adopted by
Millipore Cidra, Inc.

Millipore  Cidra's nitrocellulose-based membrane is a specialized
filter  used  across  a  wide range of  research  and  commercial
applications.   Examples of such uses include  the  filtering  of
fluids  used in the production of pharmaceutical products,  water
testing  and  quality  control processes for consumer  beverages.
Millipore  produces over 50 filtration materials, in addition  to
the nitrocellulose-based membrane.

Millipore is a multinational high technology company that applies
its    purification   technology   to   critical   research   and
manufacturing problems in the microelectronics, biopharmaceutical
and analytical laboratory markets.

The  matters discussed herein are forward-looking statements  and
are   based  on  current  management  expectations  that  involve
substantial  risks and uncertainties (including the uncertainties
of  litigation)  which  could cause  actual  outcomes  to  differ
materially from those expressed in, or implied by, these 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
overriding  rights by third parties, and the risk factors  listed
from time to time in the Company's filings with the SEC.

To  receive the latest information about Millipore via FAX,  dial
(800) 758-5804 (PIN#101371).  To access Millipore's Web site,  go
to URL http:www.millipore.com.