UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest~~1934 ~~event reported): June 3, 2010 (June 2, 2010)~~

Date of Report (Date of Earliest Event Reported): June 9, 2010

MILLIPORE CORPORATION

(Exact name of registrant as specified in its charter)

MASSACHUSETTS	001-09781	04-2170233
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

290 Concord Road, Billerica, Massachusetts 01821

(Address of principal executive offices) (Zip Code)

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

~~Not~~Check ~~applicable~~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):

~~(Former~~¨ ~~name~~Written orcommunications ~~former~~pursuant ~~address,~~to ifRule ~~changed~~425 ~~since~~under ~~last~~the ~~report~~Securities Act (17 CFR 230.425)

~~Check~~¨ ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant under any of the following provisions:~~240.14a-12)

o¨ ~~Written~~Pre-commencement communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

o¨ ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

oItem ~~Pre-commencement~~2.04 ~~communications~~Triggering ~~pursuant~~Events toThat ~~Rule~~Accelerate ~~14d-2(b)~~or ~~under~~Increase ~~the~~a ~~Exchange~~Direct ~~Act~~Financial ~~(17~~Obligation ~~CFR~~or ~~240.14d~~an Obligation under an Off-~~2(b))~~Balance Sheet Arrangement

oOn ~~Pre-commencement~~June 9, ~~communications~~2010, Millipore Corporation (“Millipore” or the “Company”) announced that, in connection with the pending acquisition of Millipore by Merck KGaA, a German corporation with general partners (“Merck”), pursuant to ~~Rule~~a ~~13e~~share exchange transaction in which a wholly-4owned subsidiary of Merck will acquire all of the issued and outstanding shares of Millipore common stock in exchange for $107.00 per share in cash without interest, Millipore is delivering a notice to holders of its 3.75% Convertible Senior Notes Due 2026 (cthe “Notes”), ~~under~~in accordance with the ~~Exchange~~terms ~~Act~~of the Indenture (17the “Indenture”) ~~CFR~~dated ~~240~~as of June 13, 2006 by and between the Company, Wilmington Trust Company, as trustee, and Citibank, N.~~13e~~A., as securities agent, of the anticipated Fundamental Change and Make-4Whole Fundamental Change (cin each case, as defined in the Indenture)) that will occur upon the consummation of the share exchange transaction. The Company currently anticipates that the effective date of the share exchange transaction will occur on July 14, 2010, although the Company is unable to give any assurance as to the actual date on which the effective date of the share exchange will occur, if at all.

~~Item~~As 8more fully described in the notice to the noteholders, which notice is attached to this report as Exhibit 4.1 and incorporated herein by reference, in accordance with Sections 10.01(A)(v) and 10. ~~Other~~14(A) ~~Events~~of the Indenture, Notes may be converted at any time during the period beginning June 14, 2010, and ending on, and including, the later of (i) the date that is thirty (30) Business Days (as defined in the Indenture) after the actual effective date of the share exchange transaction, which Millipore will announce no later than the third Business Day after the effective date of the share exchange transaction and (ii) the “Fundamental Change Repurchase Date,” (as defined in the Indenture) which Millipore will announce within twenty (20) Business Days after the consummation of the share exchange transaction (the “Make-Whole Conversion Period”).

OnThe conversion rate in effect as of June 14, 32010 is 11.0485 shares of Millipore common stock per $1,000 principal amount of Notes. If the share exchange transaction were to occur on July 14, 2010, ~~Millipore~~then ~~Corporation~~the ~~issued~~conversion arate ~~press~~applicable ~~release~~to ~~announcing~~Notes ~~that~~surrendered during the ~~shareholders~~Make-Whole Conversion Period would be 11.8004 shares of Millipore ~~approved~~common ~~the~~stock ~~adoption~~per $1,000 principal amount of ~~the~~Notes, ~~Agreement~~which for Notes surrendered at and ~~Plan~~after ofthe Share Exchange byEffective ~~and~~Time ~~among~~would ~~Millipore~~result in a cash payment of $1,262.64 ~~Merck~~per ~~KGaA~~$1,000 principal amount of Notes. If the share exchange transaction were to occur on July 14, 2010, the aggregate amount of these obligations is estimated to be $713,394,258.60. Holders of Notes that are converted during the Make-Whole Conversion Period, however, will be entitled to the increase in conversion rate only if the share exchange transaction is consummated. Therefore, if a holder converts Notes on or after June 14, 2010, but the share exchange transaction is not consummated, then the holder will not be entitled to the increased conversion rate. The share exchange transaction is subject to certain conditions to closing and, ~~Concord~~as ~~Investments~~a ~~Corp~~result, there is no assurance as to when, or if, the share exchange transaction will be consummated. atThe actual conversion rate will vary with the ~~special~~actual ~~meeting~~effective time of ~~shareholders~~the share exchange transaction, which may vary from our current estimate.

The ~~press~~description ~~release~~of ~~also~~the ~~announced~~notice ~~that~~in ~~Merck~~this ~~filed~~report is a ~~notification~~summary of the ~~concentration~~notice ~~with~~that ~~the~~is ~~European~~included ~~Commission~~as onan ~~June~~exhibit 2,to this ~~2010. A~~report ~~copy~~and of the ~~press~~description ~~release~~and issummaries ~~attached~~in ~~hereto~~this asreport ~~Exhibit~~are 99qualified in their entirety by reference to such notice.1.

Item 98.01. ~~Financial~~Other ~~Statements and Exhibits~~Events

On June 9, 2010, the Company issued a press release in connection with the notice of convertibility of the Notes. The press release is filed herewith as Exhibit 99.1 and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release issued by Millipore Corporation, dated June 3, 2010
4.1		Notice of Convertibility and Make-Whole Fundamental Change, dated June 9, 2010.
99.1		Press Release by Millipore Corporation, dated June 9, 2010.

~~Signatures~~SIGNATURE

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
		Millipore Corporation
Date: June 3, 2010	By:	/s/ Martin D. Madaus
Date: June 9, 2010		By:	/S/ CHARLES F. WAGNER, JR.
		Name: Martin D. Madaus
			Charles F. Wagner, Jr.
		Title: President and Chief Executive Officer
			Corporate VP and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

4.1		Notice of Convertibility and Make-Whole Fundamental Change, dated June 9, 2010.

99.1		Press Release by Millipore Corporation, dated June 9, 2010.

Filing Compare · MILLIPORE CORP /MA