WATERS CORP /DE/ — Director's Dealing 2011

May 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WATERS CORP /DE/ (WAT)
CIK: 0001000697
Period of Report: 2011-05-06

Reporting Person: BEAUDOUIN MARK T (VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-06	Common Stock	M	8494	$47.12	Acquired	8494	Direct
2011-05-06	Common Stock	M	20000	$38.99	Acquired	28494	Direct
2011-05-06	Common Stock	S	28494	$97.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-06	Stock Option (Right to Buy)	$47.12	M	8494	Disposed	2014-12-08	Common Stock (8494)	Direct
2011-05-06	Stock Option (Right to Buy)	$38.99	M	20000	Disposed	2015-12-02	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	921.85	Indirect
Common Stock	3840.6	Indirect
Common Stock	975	Indirect