LIMITED POWER OF ATTORNEY


	Each of the officers and directors of Millipore Corporation listed below have
granted to the undersigned a power of attorney for the limited purpose of reporting
securities transactions on Forms 3, 4 and 5 to the U.S. Securities and Exchange
Commission.  Pursuant to each power of attorney, the undersigned has the authority to
appoint a substitute to perform the duties and responsibilities granted by such power of
attorney.

	Effective January 1, 2008, the undersigned hereby appoints as substitutes either of
Jeffrey Smagula, Esquire or David Hutchinson, Esquire to act in such capacity and with
such duties responsibilities and powers as have been granted to the undersigned.


Directors

Daniel Bellus
Robert C. Bishop
Melvin D. Booth
Rolf A. Classon
Maureen A. Hendricks
Mark Hoffman
John F. Reno
Edward M. Scolnick
Karen E. Welke

Officers

Kathleen B. Allen
Dominique Baly
Bruce Bonnevier
Dennis Harris
Geoffrey Ide
Peter Kershaw
Martin Madaus
Jean-Paul Mangeolle
Anthony Mattacchione
Jeffrey Rudin
Gregory Sam
Charles F. Wagner, Jr.


	IN WITNESS WHEREOF, I have hereunto set my hand to this instrument as an
instrument under seal this 18th day of December 2007.

						/S/ Patricia Ann Powers
						Signature for Patricia Ann Powers


Commonwealth of Massachusetts
County of Middlesex

	Then personally appeared before me the said Patricia Ann Powers, to me known,
and did execute the foregoing instrument and acknowledged the same to be her fee act and
deed.

[Notarial Seal]					/S/ Paul J. Reardon
							Notary Public
							My commission expires:
							February 28, 2008