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): May 1, 2007

MILLIPORE CORPORATION

(Exact name of registrant as specified in its charter)

MASSACHUSETTS (State or other jurisdiction of incorporation) 001-09781 (0-1052) (Commission File Number) 04-2170233 (I.R.S. Employer Identification No.)

290 Concord Road, Billerica, Massachusetts 01821

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone number, including area code: (978) 715-4321

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:

¨ 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (e)

On May 1, 2007, Kathleen B. Allen agreed with Millipore Corporation (the “Company”) to step down as the Company’s Chief Financial Officer (principal financial officer), to be effective on August 15, 2007. After August 15, 2007, Ms. Allen will continue to serve the Company as a corporate vice president until February 18, 2008. A brief description of the terms and conditions of the agreement with Ms. Allen are as follows:

• After August 15, 2007 until February 18, 2008, Ms. Allen will be expected to work part-time.

• If Ms. Allen remains an employee of the Company through February 18, 2008, she will receive a Millipore Incentive Plan cash payment for 2007 at 55% of her base pay times the 2007 corporate multiplier, but she will not receive any further equity grants.

• If she remains an employee of the Company through February 18, 2008, she will be paid an additional $100,000.

• As her termination is voluntary, the Officer Severance Agreement between Ms. Allen and the Company will not apply to her termination.

A copy of the letter agreement addressing these matters is filed herewith as Exhibit 10.1.

(c)

On May 1, 2007, Charles F. Wagner, Jr., age 39, was appointed as the Chief Financial Officer (principal financial officer) of the Company, such appointment to be effective on August 15, 2007 concurrent with Ms. Allen’s transition. Effective on August 15, 2007, Mr. Wagner’s base salary will increase to $335,000. He will also be eligible to receive equity grants with an approximate cash value of $150,000, to be granted on or about August 15, 2007. All of the foregoing is subject to final approval by the Company’s Board of Directors.

A copy of the letter agreement addressing these matters is filed herewith as Exhibit 10.2.

Mr. Wagner has served as the Company’s Vice President, Strategy and Corporate Development since March 2003. Mr. Wagner joined the Company in December 2002 as Director of Strategic Planning and Business Development. Prior to joining the Company, Mr. Wagner served as a Manager (2001-2002) and Consultant (1998-2001) at Bain & Company.

There is no arrangement or understanding between Mr. Wagner and any other person pursuant to which Mr. Wagner was selected as an officer. There is no transaction involving Mr. Wagner that would be required to be reported under Item 404(a) of Regulation S-K.

Item 8.01. Other Events.

On May 2, 2007, the Company issued a press release announcing that Kathleen B. Allen was stepping down as the Company’s Chief Financial Officer effective August 15, 2007, and that Charles F. Wagner, Jr. was appointed to be the Company’s Chief Financial Officer effective on August 15, 2007. The press release is attached herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Title
10.1	Letter Agreement with Kathleen B. Allen dated May 1, 2007
10.2	Letter Agreement with Charles F. Wagner, Jr. dated May 1, 2007
99.1	Press Release issued May 2, 2007

SIGNATURES

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

MILLIPORE CORPORATION

/s/    Kathleen B. Allen                                    

Kathleen B. Allen

Vice President and Chief Financial Officer

Date: May 2, 2007

EXHIBIT INDEX

Exhibit Number	Title
10.1	Letter Agreement with Kathleen B. Allen dated May 1, 2007
10.2	Letter Agreement with Charles F. Wagner, Jr. dated May 1, 2007
99.1	Press Release issued May 2, 2007

EX-10.1

Exhibit 10.1

May 1, 2007

Dear Kathy:

As per our recent conversations, I write to memorialize our agreement with respect to your termination from Millipore. Before I do that, however, I want to thank you for the significant contributions you have made to the company over the years and especially in the two and a half years we have worked together.

As to your termination:

1. You will remain in your current position as Corporate Vice President and Chief Financial Officer until August 15, 2007.

2. After August 15, 2007 you will step down as CFO, but will remain a Corporate Vice President reporting to me. In this capacity you will be available to consult with your successor and me for the remainder of your employment and will be expected to work part-time.

3. Your employment will terminate on February 18, 2008. As this termination is voluntary on your part, the Officer Severance Agreement entered into between you and the company on November 18, 2003 will not apply to your termination.

4. If you remain with Millipore as an employee on the terms described above until February 18, 2008, you will receive a Millipore Incentive Plan payment for 2007 at 55% of your base pay times the corporate multiplier for 2007. You will not receive an equity grant.

5. Career counseling will be made available to you at a cost to the company not to exceed $30,000.

6. If you remain with Millipore as an employee on the terms described above until February 18, 2008, you will be paid an additional $100,000 on or about that time.

7. Other than as described above, you will be treated the same as any other employee whose employment has been voluntarily terminated.

If the above accurately describes our agreement, please sign, date and return this letter.

Sincerely,

/s/ Martin Madaus

Martin Madaus, Ph.D.

Chairman, President and CEO

Agreed:

/s/ Kathleen B. Allen	5/1/07
Kathleen B. Allen	Date:

EX-10.2

Exhibit 10.2

May 1, 2007

To: Charles Wagner

I would like to confirm your appointment as Vice-President and CFO of Millipore Corporation, effective August 15, 2007, subject to approval by the Board of Directors on May 4, 2007. In recognition of this appointment, your base salary will be increased to $335,000, effective August 15, 2007, also upon approval by the Board. As well, as an expression of our long term expectations for your contribution to Millipore, you have also been approved for an equity grant of $150,000, also effective August 15, 2007. The terms of the grants will follow Board approval on May 4, 2007.

Congratulations Charlie – this is a great step for you and for Millipore!

If the above accurately describes our agreement, please sign, date and return this letter.

Sincerely,

/s/ Martin Madaus

Martin Madaus, Ph.D.

Chairman, President and CEO

Agreed:

/s/ CF Wagner_Jr.	5/1/07
Charles Wagner	Date:

EX-99.1

Exhibit 99.1

Millipore Announces New Chief Financial Officer

Charles Wagner to succeed Kathleen Allen, effective August 15, 2007

BILLERICA, Mass. – May 2, 2007 – Millipore Corporation (NYSE:MIL), a leading provider of products and services that improve productivity and results in biopharmaceutical manufacturing and in clinical, analytical and research laboratories, today announced that Charles Wagner has been appointed to succeed Kathleen Allen as the Company’s Chief Financial Officer (CFO). Mr. Wagner will assume the role on August 15, 2007, and Ms. Allen will stay on with Millipore through February 18, 2008 to assist with the transition.

“After more than 23 years with Millipore and seven as our CFO, Kathy has decided it is time to pursue life outside of the Company,” said Martin Madaus, Chairman & CEO of Millipore. “During Kathy’s long and successful career at Millipore, she has made tremendous contributions to the success of the company. She has built a strong finance organization, an excellent internal control environment, and a talented IT organization. While we are sorry to see Kathy leave, we wish her the very best in her future endeavors.

“We are well positioned with a ready successor in Charlie Wagner. He has been a key architect of our new strategic direction and he has spearheaded our successful M&A activities over the past two years. Most recently, Charlie has led the substantial company-wide program to integrate Serologicals into Millipore. Charlie brings great skills and experience to the CFO role, and we are planning for a smooth transition as we execute our exciting growth strategy.”

Mr. Wagner is currently the Vice President, Strategy and Corporate Development for Millipore. He holds a Bachelor of Science degree in accounting from Boston College, and began his career in public accounting at Coopers & Lybrand. Mr. Wagner also worked in Corporate Finance for Millipore before obtaining his Master of Business Administration degree from Harvard University. Later, he advised companies on growth strategy and acquisitions as a Manager and Consultant for Bain & Company before rejoining Millipore in 2002 to head the company’s strategy and corporate development activities.

Quarterly Earnings Call

Millipore will host a conference call and webcast to discuss its financial results, business outlook, and related corporate and financial matters at 4:45 p.m. Eastern Time today. The call can be accessed through Millipore’s website: http://www.millipore.com. A replay of the call will be archived on the Investor Relations section of the website and will also be available via telephone by dialing (800) 642-1687 or (706) 645-9291 and entering confirmation code: 3836444. The telephonic replay will be available beginning at 8:00 p.m. ET on May 2, 2007 until 11:59 p.m. ET on May 5, 2007.

About Millipore

Millipore is a leading provider of products and services that improve productivity and results in biopharmaceutical manufacturing and in clinical, analytical and research laboratories. The Company is organized in two operating divisions. Its Bioprocess Division helps pharmaceutical and biotechnology companies to optimize their manufacturing productivity, ensure the quality of drugs, and scale up the production of difficult-to-manufacture biologics. Its Bioscience Division helps optimize laboratory productivity and workflows by providing reagents, kits and other enabling technologies and products for life science research and development. Millipore has a deep understanding of its customers’ research and manufacturing process needs, and offers reliable and innovative tools, technologies and services. The Company is part of the S&P 500 Index and employs approximately 6,000 employees worldwide. For additional information on Millipore Corporation, please visit its website at: www.millipore.com.

Contacts:

Joshua Young

Director, Investor Relations

Millipore Corporation

(978) 715-1527

(800) 225-3384

joshua_young@millipore.com

Lynn Garvin

Vice President, Corporate Communications

Millipore Corporation

(978) 715-1043

lynn_garvin@millipore.com