8-K

UNITED STATES

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 (Date of earliest event reported): June 7, 2006

MILLIPORE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

MASSACHUSETTS

(State or Other Jurisdiction of Incorporation)

001-09781(0-1052)	04-2170233
(Commission File Number)	(IRS Employer Identification No.)

290 Concord Road Billerica, Massachusetts	01821
(Address of Principal Executive Offices)	(Zip Code)

(978) 715-4321

(Registrant’s Telephone Number, Including Area Code)

_____________________________________________________________________________________________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On June 7, 2006, Millipore Corporation announced the pricing of an offering of $550 million aggregate principal amount of Convertible Senior Notes due 2026. A press release announcing the pricing is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated June 7, 2006

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
Date: June 7, 2006	By:	/s/ Jeffrey Rudin
	Name:	Jeffrey Rudin
	Title:	Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated June 7, 2006

EX-99.1

Exhibit 99.1

Millipore Prices $550 Million Senior Convertible Notes

BILLERICA, Mass—June 7, 2006—Millipore Corporation (NYSE: MIL) today announced the pricing of an offering of $550 million of Convertible Senior Notes due 2026. The initial purchasers hold a 13-day option to purchase up to an additional $82.5 million of the notes to cover over-allotments, if any. The notes will bear interest at a rate of 3.75 percent per year and will be convertible, in certain circumstances, into cash and, if applicable, shares of Millipore’s common stock at an initial conversion rate, subject to adjustment, of 11.0485 shares per $1,000 principal amount of notes (which represents an initial conversion price of approximately $90.51 per share). The sale of the notes is expected to close on June 13, 2006.

Millipore expects to use the net proceeds from the offering of the notes to fund a portion of the merger consideration payable in connection with the consummation of its acquisition of Serologicals Corporation (Nasdaq: SERO), which it announced on April 25, 2006. Any remaining proceeds will be added to Millipore’s working capital and will be used for general corporate purposes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering memorandum. The notes and the shares of Millipore common stock issuable upon conversion have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Forward Looking Statements

The matters discussed herein, including Millipore’s intention to complete the notes offering and the proposed use of proceeds, are based on current management expectations. Completion of the proposed notes offering is subject to customary closing conditions.

SOURCE: Millipore Corporation

INVESTOR CONTACT:

Joshua Young, 978-715-1527 or 800-225-3384

Director, Investor Relations

joshua_young@millipore.com