Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Cassis Eugene G
 2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2014		 3. Issuer Name and Ticker or Trading Symbol
WATERS CORP /DE/ [WAT]
(Last)
(First)
(Middle)
34 MAPLE STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MILFORD, MA 01757		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 29,569
D
 
Common Stock 1,382.4061
I
by ESPP
Common Stock 5,553
I
by Wife
Common Stock 2,120.11
I
by Wife's 401k
Common Stock 456.8563
I
by Wife's ESPP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) 12/02/2006(1) 12/02/2015 Common Stock 6,000 $ 38.99 D  
Stock Option (Right to Buy) 12/13/2007(2) 12/13/2016 Common Stock 8,000 $ 49.31 D  
Stock Option (Right to Buy) 12/11/2008(3) 12/11/2017 Common Stock 10,000 $ 77.94 D  
Stock Option (Right to Buy) 12/10/2009(4) 12/10/2018 Common Stock 10,000 $ 41.2 D  
Stock Option (Right to Buy) 12/09/2010(5) 12/09/2019 Common Stock 12,000 $ 59.44 D  
Stock Option (Right to Buy) 12/09/2011(6) 12/09/2020 Common Stock 15,000 $ 79.05 D  
Stock Option (Right to Buy) 12/07/2012(7) 12/07/2021 Common Stock 15,000 $ 79.15 D  
Stock Option (Right to Buy) 12/11/2013(8) 12/11/2022 Common Stock 15,000 $ 87.06 D  
Stock Option (Right to Buy) 12/06/2014(9) 12/06/2023 Common Stock 25,000 $ 98.21 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cassis Eugene G
34 MAPLE STREET
MILFORD, MA 01757		       Chief Financial Officer  

Signatures

/s/ Eugene G. Cassis 02/03/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These options vest 20% per annum for a 5 year period beginning on December 2, 2006.
(2) These options vest 20% per annum for a 5 year period beginning on December 13, 2007.
(3) These options vest 20% per annum for a 5 year period beginning on December 11, 2008.
(4) These options vest 20% per annum for a 5 year period beginning on December 10, 2009.
(5) These options vest 20% per annum for a 5 year period beginning on December 9, 2010.
(6) These options vest 20% per annum for a 5 year period beginning on December 9, 2011.
(7) These options vest 20% per annum for a 5 year period beginning on December 7, 2012.
(8) These options vest 20% per annum for a 5 year period beginning on December 11, 2013.
(9) These options vest 20% per annum for a 5 year period beginning on December 6, 2014.

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