WATERS CORP /DE/ — Director's Dealing 2011

Dec 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WATERS CORP /DE/ (WAT)
CIK: 0001000697
Period of Report: 2011-12-06

Reporting Person: CURRY WILLIAM (VP, CORP CONT & PRIN ACCT OFF)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-06	Common Stock	M	4000	$21.3899	Acquired	4000	Direct
2011-12-06	Common Stock	M	3600	$59.44	Acquired	7600	Direct
2011-12-06	Common Stock	M	6000	$41.20	Acquired	13600	Direct
2011-12-06	Common Stock	M	10400	$49.31	Acquired	24000	Direct
2011-12-06	Common Stock	M	15000	$32.12	Acquired	39000	Direct
2011-12-06	Common Stock	S	33000	$80.00	Disposed	6000	Direct
2011-12-06	Common Stock	S	6000	$80.01	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-06	Stock Option (Right to Buy)	$21.39	M	4000	Disposed	2012-12-30	Common Stock (4000)	Direct
2011-12-06	Stock Option (Right to Buy)	$59.44	M	3600	Disposed	2019-12-09	Common Stock (3600)	Direct
2011-12-06	Stock Option (Right to Buy)	$41.20	M	6000	Disposed	2018-12-10	Common Stock (6000)	Direct
2011-12-06	Stock Option (Right to Buy)	$49.31	M	10400	Disposed	2016-12-13	Common Stock (10400)	Direct
2011-12-06	Stock Option (Right to Buy)	$32.12	M	15000	Disposed	2013-12-11	Common Stock (15000)	Direct
2011-12-07	Stock Option (Right to Buy)	$79.15	A	20000	Acquired	2021-12-07	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	956.89	Indirect
Common Stock	439.119	Indirect
Common Stock	160	Indirect

Footnotes

F1: These options vest 20% per annum for a 5 year period beginning on December 7, 2012.