UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported) December 8, 2004

Waters Corporation

Delaware
(State or Other Jurisdiction of Incorporation)

(508) 478-2000
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 8, 2004, Brian Mazar, an Executive Officer of Waters Corporation (the “Company”), was awarded a grant of non-qualified stock options under the Company’s 2003 Equity Incentive Plan. The material terms of the award are the same as those set forth in the form of Executive Officer Stock Option Agreement filed as Exhibit 10.29 to the Company’s Quarterly Report on Form 10-Q for the period ended October 2, 2004 filed with the Securities and Exchange Commission on November 10, 2004; provided, however, that the vesting schedule in the award to Mr. Mazar differs from the form as filed in that it provides for such options to vest 100% on December 8, 2005.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.