MILLIPORE CORP
10-Q/A, 1994-11-16
LABORATORY ANALYTICAL INSTRUMENTS
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                                 Form 10-Q/A
                                Amendment #1
                                      
                     SECURITIES AND EXCHANGE COMMISSION
                                      
                           Washington, D.C.  20549
                                      
            (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                      
                For the quarterly period ended June 30, 1994
                                      
                                     OR
                                      
           (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                      
                for the transition period from            to
                                      
                  For Quarter Ended  Commission File Number
                                      
                        June 30, 1994    0-1052
                                      
                                   Millipore Corporation
           (Exact name of registrant as specified in its charter)

         Massachusetts
(State or other jurisdiction of
incorporation or organization)

80 Ashby Road
Bedford, Massachusetts
(Address of principal executive
offices)


                   04-2170233
(I.R.S. Employer Identification No.)
                  
                  01730
              (Zip Code)

Registrant's telephone number, include area code    (617) 275-9200

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities and Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

       Yes    X     No


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of June 30, 1994:  28,381,370
<PAGE>                                      
                     SECURITIES AND EXCHANGE COMMISSION
                                      
                           Washington, D.C.  20549
                                      
            (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                      
                For the quarterly period ended June 30, 1994
                                      
                                      
                                     OR
                                      
           (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                      
                for the transition period from            to
                                      
                  For Quarter Ended  Commission File Number
                                      
                        June 30, 1994    0-1052
                                      
                                   Millipore Corporation
           (Exact name of registrant as specified in its charter)

         Massachusetts
(State or other jurisdiction of
incorporation or organization)

80 Ashby Road
Bedford, Massachusetts
(Address of principal executive
offices)


                   04-2170233
(I.R.S. Employer Identification No.)
                  
                  01730
              (Zip Code)
<PAGE>
                                   PART II

Item 4.  Submission of Matters to a Vote of Security Holders

(a.)    The Annual Meeting of Shareholders of Millipore Corporation was held
        on April 21, 1994.

(b.) & (c.)  There were two matters voted upon at the annual meeting:  (1)
        the election of the Class 1 directors and (2) the adoption of the
        Amendments to the 1985 Combined Stock Option Plan to increase the
        shares available for grant of options; by 1,000,000 shares and to
        limit the number of shares available for options which may be
        granted to certain executive officers under the Plan.  The following
        votes were tabulated:

        (1) Election of DirectorsNumber of Shares
        
                                For       Withheld
        
        John A. Gilmartin    22,482,013   194,414
        Mark Hoffman         22,494,823   181,604
        John F. Reno         22,464,507   211,920
        
        There were no abstentions or broker nonvotes.  The following
        persons' terms of office as a director continued after the meeting:
        
        Samuel C. Butler
        Steven Muller
        James L. Vincent
        Charles D. Baker
        Gerald D. Laubach
        Thomas O. Pyle
        
        (2) Amendment of the 1985 Combined stock Option Plan   Number of
        Shares
        
        For                               20,928,253
        Against                            1,627,938
        Abstain                              120,236

                                 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, thereunto duly authorized.



                              Millipore Corporation
                              Registrant



November 16, 1994
Date                          /S/Michael P. Carroll
                              Vice President, Chief Financial Officer and
                              Treasurer




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