UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                 SCHEDULE 13G

                  Under the Securities Exchange Act of 1934

                       (Amendment No.     3          )*

                             Millipore Corporation.
                               (Name of Issuer)

                    Common Stock, Par Value $1.00 per share
                        (Title of Class of Securities)
                        
                                  601073109
                                (CUSIP Number)



Check  the  following box if a fee is being paid with this statement [ ].   (A
fee  is  not required only if the filing person:  (1) has a previous statement
on  file reporting beneficial ownership of more than five percent of the class
of  securities  described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's
initial  filing  on this form with respect to the subject class of securities,
and  for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The  information  required  in  the  remainder of this cover page shall not be
deemed  to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the  Act but shall be subject to all other provisions of the Act (however, see
the Notes).






CUSIP  NO.    601073109          13G            PAGE   2   OF    4   PAGES

1     NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.

      Manning & Napier Advisors, Inc.
      IRS # 16-0995736


2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *      (a)    [   ]
                                                              (b)    [   ]


3     SEC USE ONLY




4     CITIZENSHIP OR PLACE OF ORGANIZATION

      New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5     SOLE VOTING POWER

      5,281,853

6     SHARED VOTING POWER

      - 0 -

7     SOLE DISPOSITIVE POWER

      5,748,978

8     SHARED DISPOSITIVE POWER

      -0-

9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      5,748,978


10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *




11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      13.06


12    TYPE OF REPORTING PERSON *

      Investment Advisor





                     *SEE INSTRUCTION BEFORE FILLING OUT!



     PAGE   3   OF   4
Item 1(a):  Name of Issuer:

     Millipore Corporation

Item 1(b):  Address of Issuer's Principal Executive Office:

     80 Ashby Road
     Medford, Massachusetts  01730

Item 2(a):  Name of Person Filing:

     Manning & Napier Advisors, Inc.

Item 2(b):  Address of Principal Business Office, or, if none, Residence:

     1100 Chase Square
     Rochester, New York 14604

Item 2(c):  Citizenship:

     New York

Item 2(d):  Title of Class of Securities:

     Common Stock, Par Value $1.00

Item 2(e):  CUSIP Number:

     601073109

Item  3:    If  this statement is filed pursuant to rule 13d-1(b) of 13d-2(b),
check whether the person filing is a :

(e)  [X]  Advisor is an Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.

Item 4:  Ownership:

(a)  Amount Beneficially Owned:     5,748,978
(b)  Percent of Class:  Based on the most recent prices provided by Bloomberg,
L.P.,  499  Park  Avenue,  New York, New York   10022, listing the outstanding
shares of common stock on
December  31,1998,  as  43,993,000 it is believed person filing has beneficial
ownership of  13.06%.
(c)  Number of shares as to which such person has:
     (i)   sole voting power:          5,281,853
     (ii)  shared voting power:          -0-
     (iii) sole dispositive power:     5,748,978
     (iv)  shared dispositive power:     -0-



                                                            PAGE   4   OF    4

Item 5:  Ownership of Five Percent or Less of a Class:

Not applicable


Item 6: Ownership of More than Five Percent on Behalf of Another Person:

Not applicable


Item  7:    Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:

Not applicable


Item 8:  Identification and Classification of Members of the Group:

Not applicable


Item 9:  Notice of Dissolution of a Group:

Not applicable


Item 10:  Certification:

By  signing below, I certify that, to the best of my knowledge and belief, the
securities  referred to above were acquired in the ordinary course of business
and  were  not  acquired  for  the  purpose  of  and do not have the effect of
changing  or influencing the control of the issuer of such securities and were
not  acquired  in  connection with or as participant in any transaction having
such purposes of effect.




Signature:

After reasonable 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.

 /s/Fonda L. Herrick                          Date:    February 2, 1999
    Fonda L. Herrick, Corporate Secretary