WATERS CORP /DE/ — Director's Dealing 2011

May 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WATERS CORP /DE/ (WAT)
CIK: 0001000697
Period of Report: 2011-05-13

Reporting Person: GLIMEHER LAURIE H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-13	Common Stock	M	800	$33.12	Acquired	5800	Direct
2011-05-13	Common Stock	M	2100	$76.75	Acquired	7900	Direct
2011-05-13	Common Stock	M	4000	$45.77	Acquired	11900	Direct
2011-05-13	Common Stock	S	800	$99.01	Disposed	11100	Direct
2011-05-13	Common Stock	S	2100	$99.00	Disposed	9000	Direct
2011-05-13	Common Stock	S	4000	$99.006	Disposed	5000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-13	Stock Option (Right to Buy)	$33.12	M	800	Disposed	2014-01-02	Common Stock (800)	Direct
2011-05-13	Stock Option (Right to Buy)	$76.75	M	2100	Disposed	2018-01-02	Common Stock (2100)	Direct
2011-05-13	Stock Option (Right to Buy)	$45.77	M	4000	Disposed	2015-01-03	Common Stock (4000)	Direct

Footnotes

F1: These options vest 20% per annum for a 5 year period beginning on January 2, 2009.