WATERS CORP /DE/ — Director's Dealing 2011

Jan 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WATERS CORP /DE/ (WAT)
CIK: 0001000697
Period of Report: 2011-01-03

Reporting Person: REED JOANN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-03	Common Stock	A	1500	—	Acquired	7000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-03	Stock Option (Right to Buy)	$78.10	A	4000	Acquired	2021-01-03	Common Stock (4000)	Direct

Footnotes

F1: Options vest 20% per annum for a 5 year period commencing on 1/3/2012

F2: Grant of shares of common stock subject to restrictions that lapse January 31, 2014