UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

CURRENT REPORT

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

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): June 16, 2010 (June 16, 2010)

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

MILLIPORE CORPORATION

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

MASSACHUSETTS	001-09781	04-2170233
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
	290 Concord Road Billerica, Massachusetts 01821
	(Address of Principal Execute Office)

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 ~~(see General Instruction A.2. below)~~:

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

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

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

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

Item 25.04. ~~Triggering~~Temporary ~~Events~~Suspension ~~That~~of ~~Accelerate~~Trading orUnder ~~Increase~~Registrant’s aEmployee ~~Direct~~Benefit ~~Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~Plans.

On ~~June 9~~April 27, 2010, Millipore Corporation (“Millipore”) orsent a notice (the “~~Company~~Original Blackout Notice”) ~~announced~~to its directors and executive officers informing them that, in connection with the ~~pending~~anticipated acquisition of Millipore by Merck KGaA, ~~a German corporation with general partners (“Merck”),~~ pursuant to ~~a share exchange transaction in~~ which ~~a wholly-owned subsidiary of Merck will acquire all of the issued and outstanding~~ shares of Millipore common stock in(such ~~exchange for $107.00 per share in cash without interest~~shares, “Millipore ~~is delivering a notice to holders of its 3.75% Convertible Senior Notes Due 2026 (the “Notes~~Shares”), inwill ~~accordance~~be ~~with~~exchanged ~~the~~for ~~terms~~cash ofconsideration ~~the Indenture~~ (the “~~Indenture~~Share Exchange”) ~~dated as of June 13~~, ~~2006~~a byblackout ~~and~~period ~~between~~would ~~the~~be ~~Company~~imposed, ~~Wilmington~~during ~~Trust~~which ~~Company,~~Millipore’s asdirectors ~~trustee,~~ and ~~Citibank,~~executive ~~N.A.,~~officers aswould ~~securities~~be ~~agent,~~subject ofto ~~the~~certain ~~anticipated~~trading ~~Fundamental~~restrictions ~~Change~~with ~~and~~respect Make-Whole Fundamental Change (in 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~~Millipore ~~any assurance as to the actual date on which the effective date of the share exchange will occur, if at all~~Shares.

AsThe ~~more~~Original ~~fully described~~Blackout inNotice specified that the ~~notice~~reason tofor the ~~noteholders,~~blackout ~~which~~period ~~notice~~ is ~~attached~~that toparticipants ~~this~~in ~~report~~the asMillipore ~~Exhibit~~Corporation ~~4.1~~Employees’ Participation and ~~incorporated~~Savings ~~herein~~Plan ~~by reference, in accordance with Sections 10.01~~(~~A)(v)~~the ~~and 10.14(A~~“Plan”) ofwould ~~the~~be ~~Indenture~~unable, ~~Notes~~during ~~may~~a beshort ~~converted~~period atof ~~any~~ time ~~during the~~in ~~period~~connection ~~beginning~~with ~~June 14,~~the ~~2010,~~Share ~~and ending on~~Exchange, ~~and~~to ~~including,~~diversify the ~~later~~portions of ~~(i) the~~their ~~date~~accounts ~~that~~invested isin ~~thirty~~the ~~(30) Business~~Millipore ~~Days~~Common ~~(as~~Stock ~~defined~~Fund in (the ~~Indenture)~~“Millipore ~~after~~Stock ~~the~~Fund”) ~~actual effective date~~ of the ~~share exchange transaction~~Plan, ~~which Millipore~~direct ~~will~~contributions ~~announce~~to nobe ~~later~~invested ~~than~~in the ~~third~~Millipore ~~Business~~Stock ~~Day~~Fund, ~~after~~obtain ~~the~~a ~~effective~~loan ~~date~~from of the ~~share~~Plan ~~exchange~~if ~~transaction~~they ~~and~~have ~~(ii) the~~balances ~~“Fundamental~~currently ~~Change~~invested ~~Repurchase Date,” (as defined~~ in the ~~Indenture) which~~ Millipore ~~will~~Stock ~~announce within~~Fund ~~twenty~~or ~~(20) Business~~obtain ~~Days~~distributions ~~after~~from the ~~consummation~~Plan ofif ~~the~~they ~~share~~have ~~exchange~~balances ~~transaction~~currently (invested in the ~~“Make-Whole~~Millipore ~~Conversion~~Stock ~~Period”)~~Fund.

~~The~~On ~~conversion~~April ~~rate~~27, in2010, ~~effect~~the asadministrator of ~~June 14,~~the ~~2010~~Plan isdelivered ~~11.0485~~to ~~shares of~~ Millipore ~~common~~a ~~stock~~notice ~~per~~pursuant ~~$1,000~~to ~~principal~~Section ~~amount~~101(i)(2)(E) of ~~Notes. If~~ the ~~share exchange~~Employee ~~transaction~~Retirement ~~were~~Income toSecurity ~~occur~~Act onof ~~July 14~~1974, ~~2010~~as amended, ~~then~~regarding the ~~conversion~~restrictions ~~rate~~relating ~~applicable~~ to ~~Notes surrendered during~~ the ~~Make-Whole~~Millipore ~~Conversion~~Stock ~~Period~~Fund ~~would~~in bethe 11Plan.~~8004~~ Section ~~shares~~306(a) of ~~Millipore~~the ~~common~~Sarbanes-Oxley ~~stock~~Act ~~per~~and ~~$1,000~~Regulation ~~principal~~BTR ~~amount of Notes~~(i.e., ~~which for~~the ~~Notes~~Blackout ~~surrendered~~Trading atRestriction), ~~and~~promulgated ~~after~~by the ~~Share~~Securities and Exchange ~~Effective~~Commission, ~~Time~~generally ~~would~~impose ~~result~~certain inrestrictions aon ~~cash~~trading ~~payment~~by ofdirectors ~~$1,262.64~~and ~~per~~executive ~~$1,000~~officers ~~principal~~in ~~amount~~the ofevent ~~Notes.~~that If50% ~~the~~or ~~share~~more ~~exchange~~of ~~transaction~~an ~~were~~issuer’s toplan ~~occur~~participants onare ~~July 14,~~so ~~2010,~~restricted. During the ~~aggregate~~blackout ~~amount~~period, ~~of these~~directors ~~obligations~~and isexecutive ~~estimated~~officers towill be ~~$713,394,258.60.~~prohibited ~~Holders~~from ofdirectly ~~Notes~~or ~~that~~indirectly ~~are converted during the Make-Whole Conversion Period~~purchasing, ~~however~~selling, ~~will~~acquiring beor ~~entitled~~transferring toany ~~the~~Millipore ~~increase~~Share inor ~~conversion~~derivative ~~rate~~security ~~only~~with ifrespect ~~the~~to ~~share~~Millipore ~~exchange~~Shares ~~transaction~~acquired isin ~~consummated. Therefore,~~connection ifwith atheir ~~holder~~service ~~converts Notes on~~ or ~~after~~employment ~~June 14,~~as ~~2010,~~a ~~but~~director ~~the~~or ~~share~~executive ~~exchange~~officer ~~transaction~~of ~~is not consummated~~Millipore, ~~then~~subject ~~the holder will not be entitled~~ to ~~the~~certain ~~increased~~limited ~~conversion rate~~exemptions. The ~~share~~Original ~~exchange~~Blackout ~~transaction~~Notice isprovided ~~subject~~that tothe ~~certain conditions~~blackout toperiod ~~closing~~would ~~and,~~begin ason aMay ~~result~~27, ~~there~~2010 isand noend ~~assurance~~during asthe toweek ~~when,~~of orJune if27, ~~the~~2010, ~~share~~and ~~exchange~~that ~~transaction~~the ~~will~~blackout beperiod ~~consummated.~~could ~~The~~be ~~actual~~extended ~~conversion~~or ~~rate~~shortened ~~will~~as ~~vary~~deemed ~~with~~necessary ~~the~~by ~~actual~~Millipore ~~effective~~in ~~time~~view of the ~~share~~timing ~~exchange~~of ~~transaction,~~the ~~which~~consummation ~~may vary~~of ~~from~~the ~~our~~Share ~~current estimate~~Exchange.

~~The~~On ~~description~~June 16, 2010, the administrator of the Plan delivered to Millipore a notice providing that the restrictions relating to the Millipore Stock Fund in ~~this~~the ~~report~~Plan iswould abe ~~summary~~extended through the week of July 18, 2010 because of revised expectations regarding the ~~notice~~timing ~~that~~of isthe ~~included~~consummation asof the Share Exchange. Consequently, on June 16, 2010, Millipore delivered an ~~exhibit~~updated notice (the “Updated Blackout Notice”) to ~~this~~ ~~report~~its directors and executive officers notifying them that the ~~description~~blackout ~~and~~period, ~~summaries~~which inhas ~~this~~already ~~report~~begun, ~~are~~would ~~qualified~~end induring ~~their~~the ~~entirety~~week byof ~~reference~~July 18, 2010, subject to ~~such~~further ~~notice.~~extension or shortening depending upon the timing of the consummation of the Share Exchange.

~~Item~~During ~~8.01~~the ~~Other~~blackout ~~Events~~period and for a period of two years after the ending date of the blackout period, a Millipore security holder or other interested party may obtain, without charge, the actual beginning and ending dates of the blackout period from, and may direct other inquiries about the blackout period to:

OnJeffrey 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. Rudin

~~Item~~Vice ~~9.01.~~President ~~Financial~~& ~~Statements~~General ~~and Exhibits.~~Counsel

290 Concord Road

Billerica, Massachusetts 01821

(978) 715-4321

A copy of the Updated Blackout Notice is attached to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

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.

99.1

Updated Blackout Notice, dated June 16, 2010, provided to directors and executive officers of Millipore.

~~SIGNATURE~~ SIGNATURES

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

		Millipore Corporation
	MILLIPORE CORPORATION
Date: June 9, 2010		By:	/S/ CHARLES F. WAGNER, JR.
Date: June 16, 2010	By:	/s/ Jeffrey Rudin
			Charles F. Wagner, Jr.
		Name: Jeffrey Rudin
			Corporate VP and Chief Financial Officer
		Title: Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.		Description
4.1		Notice of Convertibility and Make-Whole Fundamental Change, dated June 9, 2010.
99.1		Updated Blackout Notice, dated June 16, 2010, provided to directors and executive officers of Millipore.
99.1		Press Release by Millipore Corporation, dated June 9, 2010.

Filing Compare · MILLIPORE CORP /MA