__________________________________________________________________
     __________________________________________________________________


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                 SCHEDULE 13E-4


                         Issuer Tender Offer Statement
        (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)


                               (Final Amendment)




                             MILLIPORE CORPORATION
                  (Name of Issuer and Person Filing Statement)



                    COMMON STOCK, PAR VALUE $1.00 PER SHARE
                         (Title of Class of Securities)


                                   601073109
                     (CUSIP Number of Class of Securities)




                                 Geoffrey Nunes
                   Senior Vice President and General Counsel
                                 80 Ashby Road
                         Bedford, Massachusetts  01730
                                 (617) 533-2209
      (Name, Address and Telephone Number, of Person Authorized to Receive
      Notices and Communications on Behalf of the Person Filing Statement)


                                    Copy to:

                             Steven F. Scott, Esq.
                                  Ropes & Gray
                            One International Place
                               Boston, MA  02110




                                August 25, 1994

    (Date Tender Offer First Published, Sent or Given to Security Holders)


     _______________________________________________________________
     _______________________________________________________________


     Millipore Corporation, a Massachusetts corporation (the "Company"), hereby
amends its Statement on Schedule 13E-4 filed with the Securities and Exchange
Commission on August 25, 1994 (the "Statement"), relating to the Company's
offer to purchase up to 3,500,000 shares of its Common Stock, par value $1.00
per share (such shares, together with all other outstanding shares of Common
Stock of the Company, including the associated stock purchase rights issued
pursuant to the Shareholder Rights Agreement dated as of April 15, 1988 between
the Company and The First National Bank of Boston, as Rights Agent, are herein
referred to as "Shares"), at a purchase price not greater than $60 nor less
than $52 per share, net to the seller in cash.  The amendment is set forth in
its entirety as follows:


Item 8. Additional Information.

     (e)  On September 30, 1994, the Company issued a press release, a copy of
which is filed as Exhibit (a)(12) hereto and is incorporated herein by
reference.

Item 9. Material to be Filed as Exhibits.

     Item 9 is hereby amended by the addition of the following Exhibit:

     (a)(12)  Press Release dated September 30, 1994.











                                   SIGNATURE


     After due inquiry and, to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.



                                   MILLIPORE CORPORATION



September 30, 1994                  By: /s/ Michael Carroll                  
                                        Michael Carroll
                                        Chief Financial Officer


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                              EXHIBIT INDEX




                                                       Page No. is
                                                       Sequentially
Exhibit                                                  Numbered
  No.                       Title                       Statement
_______                     _____                      ____________


Exhibit (a)(12)        Press Release dated                  5
                       September 30, 1994















                                 - 3 -







                            EXHIBIT (a)(12)











                                 - 4 -



                              MILLIPORE


For Immediate Release


Contact:  John Glass, Director of Investor Relations 
          (617) 275-9200, ext. 2353
News      Geoffrey Helliwell, Director of Treasury Operations
          (617) 275-9200, ext. 2032



Millipore Announces Final Results of "Dutch Auction" Tender Offer


Beford, Massachusetts, September 29, 1994 - Millipore announced today
the final results of its "Dutch Auction" tender offer for shares of its common 
stock, including the associated stock purchase rights.  The Company will
purchase 3,770,538 shares at $57.25 per share.  There will be no proration,
and the depositary, the First National Bank of Boston, will commence payment
for the shares accepted under the tender offer immediately.

The tender offer expired at midnight (Eastern Daylight Time) on Thursday,
September 22, 1994.  Millipore originally offered to purchase up to
3.5 million shares pursuant to the terms of the tender offer, but has elected
to increase the number of shares purchased as permitted by the rules of the 
Securities and Exchange Commission.  The shares to be purchased represent
approximately 13 percent of the shares outstanding immediately prior to the 
tender offer.  After the purchase of shares pursuant to the tender offer the
Company will have about 24.6 million shares of common stock outstanding.

Millipore recently completed the divestment of its Waters Chromatography
and Biosearch Divisions.  The proceeds from these transactions, approximately
$300 million, are being applied primarily to share repurchase through this
Dutch auction tender offer and then through future share repurchases on the 
open market.

J.P. Morgan Securities, Inc. acted as Dealer Manager for the tender offer.

Millipore is a multinational company focused on applying purification
technology to critical research and manufacturing problems in global growth
markets, including the pharmaceutical/biotechnology, electronics/industrial, 
university/government, and medical/health care markets.



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