WATERS CORP /DE/ — Director's Dealing 2011

May 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WATERS CORP /DE/ (WAT)
CIK: 0001000697
Period of Report: 2011-05-03

Reporting Person: Rae Elizabeth B (Corporate VP of HR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-03	Common Stock	M	15000	$47.12	Acquired	15900	Direct
2011-05-03	Common Stock	M	12000	$41.20	Acquired	27900	Direct
2011-05-03	Common Stock	M	24000	$49.31	Acquired	51900	Direct
2011-05-03	Common Stock	M	6000	$38.99	Acquired	57900	Direct
2011-05-03	Common Stock	S	6000	$97.78	Disposed	51900	Direct
2011-05-03	Common Stock	S	51000	$97.79	Disposed	900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-03	Stock Option (Right to Buy)	$47.12	M	15000	Disposed	2014-12-08	Common Stock (15000)	Direct
2011-05-03	Stock Option (Right to Buy)	$41.20	M	12000	Disposed	2018-12-10	Common Stock (12000)	Direct
2011-05-03	Stock Option (Right to Buy)	$49.31	M	24000	Disposed	2016-12-13	Common Stock (24000)	Direct
2011-05-03	Stock Option (Right to Buy)	$38.99	M	6000	Disposed	2015-12-02	Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3088.22	Indirect
Common Stock	1572.19	Indirect