FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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*
Beaudouin Mark
2. Date of Event
Requiring Statement
(Month/Day/Year)

04/01/03 4. Issuer Name and Ticker or Trading Symbol
Waters Corp. WAT

(Last)    (First)       (Middle)

34 Maple Street

         (Street)

Milford MA 01757 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
     Director      10% Owner
X Officer (give title below)      Other (specify below)
VP and General Counsel
6. If Amendment, Date of Original (Month/Day/Year)

(City)          (State) (Zip) 7. Individual or Joint/Group Filing
(Check Applicable Line)
X Form filed by One Reporting Person
     Form filed by More than One Reporting Person

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)

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 Securities: Direct(D) or
Indirect (I)
(Instr. 5) 6. Nature of Indirect
Beneficial Ownership
(Instr. 5)

Date Exercisable Expiration Date Title Amont or Number of Shares

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

Explanation of Responses:

/s/ Mark Beaudouin 04/01/03

**Signature of Reporting Person Date

* 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).

Note: File three copies of this Form, on of which must be manually signed. If space is insufficient, see Instruction 6 for procedure

Additional Comments:

1. Name and Address of Reporting Person* Beaudouin Mark				2. Date of Event Requiring Statement (Month/Day/Year) 04/01/03	4. Issuer Name and Ticker or Trading Symbol Waters Corp. WAT
(Last) (First) (Middle) 34 Maple Street
(Street) Milford MA 01757			3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP and General Counsel		6. If Amendment, Date of Original (Month/Day/Year)
(City) (State) (Zip)						7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
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)












*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 Securities: Direct(D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amont or Number of Shares

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Explanation of Responses:

	/s/ Mark Beaudouin	04/01/03
	**Signature of Reporting Person	Date

*	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).
Note:	File three copies of this Form, on of which must be manually signed. If space is insufficient, see Instruction 6 for procedure