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<DESCRIPTION>WATERS CORPORATION 8-K
<TEXT>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                    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)     July 25, 2003

                               Waters Corporation
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

         01-14010                                      13-3668640
(Commission File Number)                  (IRS Employer Identification No.)

34 Maple Street, Milford, Massachusetts                        01757
(Address of Principal Executive Offices)                    (Zip Code)

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

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



<PAGE>



Item 7.  Financial Statements, Pro Forma and Non-GAAP Financial Information and
                  Exhibits

(c) Exhibits

         Exhibit  99.1 Waters Corporation press release dated July 22,
                  2003 for the quarter and six months ended June 30,
                  2003

         Exhibit 99.2 Waters Corporation supplemental information disclosure of
                 free cash flow for Q2, 2003

         Exhibit 99.3 Excerpts from Waters Corporation Q2, 2003 financial
                 results conference call on July 22, 2003

Item 9.  Regulation FD Disclosure (furnished under Item 12, Disclosure of
         Results of Operations and Financial Condition)

         On July 22, 2003, Waters Corporation announced its results of
         operations for the quarter and six months ended June 30, 2003. A copy
         of the related press release is attached hereto as Exhibit 99.1 to this
         Form 8-K and is incorporated herein by reference in its entirety. A
         copy of excerpts from the financial results conference call held on
         July 22, 2003 is attached here as Exhibit 99.3 to this form 8-K and is
         incoporated herein by reference in its entirety.

         The information provided in this Form 8-K is being furnished under Item
         12, Disclosure of Results of Operations and Financial Condition, and
         shall not be deemed "filed" for purposes of Section 18 of the
         Securities Exchange Act of 1934, as amended, or otherwise subject to
         the liabilities of that section, nor shall such information be deemed
         incorporated by reference in any filing under the Securities Act of
         1933, as amended, except as shall be expressly set forth by specific
         release in such a filing.



<PAGE>


                                   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.

                                                     WATERS CORPORATION



Dated:  July 25, 2003                       By:    /s/ John Ornell
                                                  ------------------------------
                                           Name:  John Ornell
                                           Title: Senior Vice President,
                                                  Finance and Administration
                                                  and Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>a4438178ex99.txt
<DESCRIPTION>EXHIBIT 99.1 PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1

Waters Corporation Second Quarter 2003 Earnings Per Diluted Share Up
18%

    MILFORD, Mass.--(BUSINESS WIRE)--July 22, 2003--Waters Corporation
(NYSE/WAT) reported today second quarter 2003 sales of $232 million,
an increase of 7% when compared to sales reported of $217 million in
the second quarter of 2002. Sales for the quarter benefited from the
positive effects of currency translation and were flat with the prior
year's result on an organic basis. Quarterly earnings per diluted
share were $0.33, an increase of 18% over earnings per diluted share
of $0.28 in 2002.
    Commenting on the quarter Douglas Berthiaume, Chairman, President
and Chief Executive Officer said, "This quarter's results highlight
the underlying strengths of our business, especially the combination
of our strong international presence and our broad appeal to customers
both within and outside of life science market segments. Despite a
slowdown in our research mass spectrometry product lines we were able
to meet our earnings projections primarily through steady overall HPLC
growth, our global presence and prudent expense management. Excluding
an expected litigation settlement, free cash flow was strong this
quarter.
    Looking toward the second half of the year, although we expect a
continuation of cautious spending by our life science customers, we
are encouraged by the positive reception to our new Quattro Premier
(TM) tandem quadrupole instrument and the continued strength of our
non-life science businesses."
    As communicated in a prior press release, Waters Corporation will
webcast its second quarter 2003 financial results conference call this
morning, July 22, 2003, at 8:30 a.m. eastern time. To listen to the
call, connect to www.waters.info , choose Investor Relations and click
on the Live Webcast. A replay of the call will be available from today
through July 28, 2003, similarly by webcast, and also by phone at
402-220-9782.
    Waters Corporation holds worldwide leading positions in three
complementary analytical technologies - high performance liquid
chromatography (HPLC), mass spectrometry (MS) and thermal analysis
(TA). These markets account for $4.4 billion of the overall $20
billion analytical instrument market.

    CAUTIONARY STATEMENT

    This release contains "forward-looking" statements regarding
future results and events, including statements regarding expected
financial results, future growth and customer demand that involve a
number of risks and uncertainties. For this purpose, any statements
contained herein that are not statements of historical fact may be
deemed forward looking statements. Without limiting the foregoing, the
words, "believes", "anticipates", "plans", "expects", "intends",
"appears", "estimates", "projects", and similar expressions are
intended to identify forward looking statements. The Company's actual
future results may differ significantly from the results discussed in
the forward-looking statements within this release for a variety of
reasons including and without limitation: loss of market share through
competition, introduction of competing products by other companies,
pressures on prices from competitors and/or customers, regulatory
obstacles to new product introductions, lack of acceptance of new
products, changes in the demands of the Company's healthcare and
pharmaceutical company customers, changes in the healthcare market and
the pharmaceutical industry, changes in distribution of the Company's
products, the short-term effect on sales and expenses as a result of
the formerly announced combination of the Waters and Micromass sales,
service and distribution organizations, and foreign exchange
fluctuations. Such factors and others are discussed more fully in the
section entitled "Risk Factors" of the Company's Form 10-K for the
year ended December 31, 2002, as filed with the Securities and
Exchange Commission, which "Risk Factors" discussion is incorporated
by reference in this press release. The forward-looking statements
included in this press release represent the Company's estimates as of
the date of this press release and should not be relied upon as
representing the Company's estimates or views as of any date
subsequent to the date of this press release. The Company specifically
disclaims any obligation to update these forward-looking statements in
the future.



                  Waters Corporation and Subsidiaries
                 Consolidated Statements of Operations
                 (In thousands, except per share data)
                              (Unaudited)


                                Three Months Ended  Six Months Ended
                                     June 30             June 30
                                  2003     2002        2003     2002

Net sales                       231,752  217,192     452,751  417,533
Cost of sales                    95,488   90,600     189,699  175,234

  Gross profit                  136,264  126,592     263,052  242,299

Selling, general and
 administrative expenses         68,679   65,421     130,290  121,137
Research and development
 expenses                        13,790   12,643      27,350   24,923
Purchased intangibles
 amortization                     1,027      922       2,055    1,837
Litigation provisions (A)             -        -       1,500    2,800
Loss on disposal of business (B)      -        -       5,031        -
Restructuring and other unusual
 charges (C)                          -        -       1,214        -

  Operating income               52,768   47,606      95,612   91,602

Other income, net                     -      116           -      116
Interest income, net              1,904    1,500       2,729    2,878
  Income from operations before
   income taxes                  54,672   49,222      98,341   94,596

Provision for income taxes       12,574   11,321      22,266   21,645
  Income before cumulative
   effect of change in
    accounting principle         42,098   37,901      76,075   72,951

Cumulative effect of change in
 accounting principle (D)             -        -           -   (4,506)
  Net income                     42,098   37,901      76,075   68,445


Income per basic common share:
  Net income before cumulative
   effect of accounting
    principle change               0.34     0.29        0.61     0.56
  Cumulative effect of change
   in accounting principle (D)        -        -           -    (0.03)
    Net income                     0.34     0.29        0.61     0.52


Income per diluted common
 share:
  Net income before cumulative
   effect of accounting
    principle change               0.33     0.28        0.59     0.53
  Cumulative effect of change
   in accounting principle (D)        -        -           -    (0.03)
    Net income                     0.33     0.28        0.59     0.50


Weighted average number of
 basic common shares            123,610  131,510     124,925  131,264

Weighted average number of
 diluted common shares
  and equivalents               128,252  136,778     129,483  137,004


(A) The results for the six months ended June 30, 2003 include a $1.2
    million provision for an environmental matter with the
    Commonwealth of Massachusetts.

(B) The results for the six months ended June 30, 2003 include a loss
    on disposal of the inorganic mass spectrometry product line.

(C) The results for the six months ended June 30, 2003 include
    restructuring and other incremental costs incurred in relation to
    the Company's reorganization of the HPLC and mass spectrometry
    businesses, and restructuring charges relating to the acquisition
    of the rheology business of Rheometric Scientific, Inc.

(D) Effect at January 1, 2002 of a change in accounting method for
    patent related costs.



                  Waters Corporation and Subsidiaries
                 Consolidated Statements of Operations
                 (In thousands, except per share data)


                                         (Unaudited)      (Unaudited)
                                        Three Months      Six Months
                                            Ended           Ended
                                           June 30         June 30
                                         2003   2002      2003  2002

Reconciliation of income per diluted
 share, in accordance with generally
 accepted accounting principles, with
 pro-forma results:

Income per diluted share before
 cumulative effect of change in
   accounting principle                   0.33   0.28     0.59   0.53

Adjustment for litigation provisions,
 net of tax                                  -      -    1,155  2,044
Income per diluted share effect              -      -     0.01   0.01

Adjustment for restructuring and other
 unusual charges, net of tax                 -      -      935      -
Income per diluted share effect              -      -     0.01      -

Loss on disposal of business, net of
 tax                                         -      -    3,522      -
Income per diluted share effect              -      -     0.03      -

Other expense, write down of certain
 investments, net of tax                     -      -        -    (89)
Income per diluted share effect              -      -        -  (0.00)


Pro-forma income per diluted share:       0.33   0.28     0.63   0.55


The pro-forma income per diluted share presented above is used by the
management of the Company to measure operating performance with prior
periods and is not in accordance with generally accepted accounting
principles (GAAP). The above reconciliation identifies those items
management has excluded as non- operational activities or transactions.
Management feels these transactions are not indicative of understanding
the ongoing operations of the business or its future outlook.

                  Waters Corporation and Subsidiaries
                 Condensed Consolidated Balance Sheets
                     (In thousands and unaudited)



                                     June 30, 2003   December 31, 2002


Cash and cash equivalents               283,043           263,312
Restricted cash                               0            49,944
Accounts receivable                     192,346           196,273
Inventories                             122,930           130,241
Other current assets                     18,457            13,341
   Total current assets                 616,776           653,111

Property, plant and equipment, net      107,670           100,329
Other assets                            284,997           255,478
   Total assets                       1,009,443         1,008,918


Notes payable and debt                  115,838             2,665
Accounts payable and accrued expenses   261,816           315,521
   Total current liabilities            377,654           318,186

Other long-term liabilities              26,748            25,422
   Total liabilities                    404,402           343,608

Total equity                            605,041           665,310
   Total liabilities and equity       1,009,443         1,008,918


    CONTACT: Waters Corporation
             Gene Cassis, 508/482-2349

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>a4438178ex992.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
Exhibit 99.2


                       Waters Corporation and Subsidiaries
                            Supplemental Information
                                   (unaudited)



Free Cash Flow:
Waters defines free cash flow as the change in reported cash and restricted cash
balances, plus or minus the change in reported debt, and adjusted for certain
investing activities and unusual transactions.

Free cash flow in millions:                              June 30       June 30
                                                           2003          2002

    Cash and cash equivalents at March 31                 271.5         250.7
    Restricted cash at March 31                            49.0           0.0
    Cash at June 30                                       283.0         306.4

    Increase (decrease) in cash and restricted cash       (37.5)         55.7
    Decrease (increase) in debt                           (19.8)          0.7
    Add back purchase of treasury shares                   66.9           0.0
    Reduction for proceeds from stock plans               (15.5)        (10.1)
    Add back payment for litigation settlement             53.7           0.0
    Other investing activities                              3.2          (6.3)
        Total free cash flow                               51.0          40.0


The free cash flow presented above is not in accordance with generally accepted
accounting principles (GAAP). The above identifies those items included or
excluded by management to measure cash from operations. While the Company may
incur and pay litigation settlements on a recurring basis, the above payment is
considered to be significant compared to prior transactions. Similarly, the
other transactions set forth above are also not indicative of cash used or
generated from operations in assessing the liquidity outlook for the business.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>a4438178ex993.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>
Exhibit 99.3


Waters Corporation and subsidiaries
Quarter and six months ended June 30, 2003
Excerpts of the financial results conference call held July 22, 2003


Financial results for the quarter ended June 30, 2003 and some comparisons to
Q2, 2002:

o    Mass spectrometry sales declined 20% excluding the inorganic business in
     Q2, 2002.

o    Sales growth for thermal analysis products was strong and continued in
     mid-teen percentages, excluding the impact of the recently acquired
     rheology business. The expansion of the business is geographically
     broad-based with solid increases among core industrial chemical companies
     and pharmaceutical accounts.

o    Gross margins improved by 50 basis points over Q2 last year and are 1.4%
     greater than Q1, 2003 due to reduced material and supply chain costs,
     foreign exchange and manufacturing integration benefits.

o    Operating expenses grew less than sales growth and came in as expected. The
     increase in SG&A expenses in Q2, 2003 versus Q2, 2002 is due to unfavorable
     foreign currency translation.

o    The effective tax rate for the quarter was 23%, same as Q2, 2002 and is
     believed to be sustainable for the foreseeable future.

o    The Quattro Ultima litigation culminated this quarter with the payment of
     $53.7 million. Final calculations of interest costs were approximately $900
     thousand less than accrued. This one-time adjustment is posted as a credit
     to interest expense in the quarter.

o    Inventories increased modestly in this quarter and were down from Q2 last
     year.

o    Accounts receivable days sales outstanding stood at 75 days versus 75 days
     last year at this time, excluding the impact of foreign exchange, DSO
     performance would be favorable to last year by about one day.

o    In May and June, $67 million of cash was used to purchase 2.4 million
     shares of common stock as part of $400 million share buyback program.
     Continuation of this program will result in short-term borrowings in the
     United States over the next few quarters due to the timing of cash movement
     from other international locations.

o    Foreign currency translation accounted for 7% in sales growth over Q2, 2002
     and $.03 cents of the increase in earnings per diluted share exchange.

o    Operating margins for all product groups - HPLC, mass spectrometry and
     thermal analysis - are similar and exceeded 20%.

o    The impact to sales in the quarter from the rheology business acquisition
     in January this year and the disposal of the inorganics business were
     essentially equal. Both are $15 million a year businesses. The inorganics
     business had break even contribution while the rheology business was
     slightly accretive. This result is expected to continue for the remainder
     of the year.

o    The mass spectrometry and HPLC sales force integration is complete around
     the world.

o    HPLC consumables and service each grew in excess of 20% this quarter.
     Service revenue grew primarily on the strength of service contracts with
     large pharmaceutical companies.

<PAGE>

Q3 and Q4, 2003 financial guidance:

o    We believe we will achieve sales growth in the high single digits, which
     assumes exchange rates remain at today's levels and add approximately 5 to
     6 points to sales growth for 2003. At this estimated sales volume, we do
     not see other factors that would cause us to deviate from our original
     profitability projections, so therefore we leave full year guidance
     unchanged at $1.43 per diluted share with normal 1 to 2 cent tolerance per
     quarter before unusual charges.

o    For the third quarter we expect sales growth in mid to high single digits,
     which includes an estimated 4% to 5% favorable impact from foreign currency
     at today's rates. Earnings per diluted share is estimated to be $.33 cents
     with a normal 1 to 2 cents tolerance for the quarter.

o    Free cash flow is still expected to be $200 million for the year as
     originally projected excluding litigation settlement payments.


Market and product trends and conditions re: financial results for quarter ended
June 30, 2003:

o    Trends in pharmaceutical spending did not appreciably improve this quarter
     and were particularly weak within discovery-oriented labs. We saw healthy
     spending in late stage development and quality control labs. Other life
     sciences customers and smaller biotechnology firms, academia and government
     labs continue to spend conservatively. These market trends had a negative
     impact on our high-end mass spectrometry offerings. Q-Tof systems sales
     were weak compared to last year's second quarter and contributed to an
     overall disappointing double-digit decline. In HPLC, we anticipated a
     mid-single digit organic growth rate in this business and achieved that
     growth, even with continued weakness in instrument sales within the U.S.
     based pharmaceutical customers.

o    At the ASMS conference in June, we introduced a new tandem quadrupole mass
     spectrometry system called the Quattro Premier. This system is designed for
     drug development laboratories and will enable us to compete globally in
     this attractive market segment. The Quattro Premier is more than a
     replacement product, it is the next generation tandem quadrupole platform
     for our Company and incorporates exciting patented technologies that will
     eventually migrate across our mass spectrometry offerings. Performance of
     the early production units has met all expectations and we are on schedule
     for customer shipments later in Q3, 2003.

o    The other product introduced at ASMS this year was a new LCT product, which
     has also performed in terms of our expectations very, very well. As we
     think about the Q-Tof family, there are several pieces of technology built
     into both of those launches. Traveling Wave is one of them and the Triple
     Quadrupole will play a major role in a new Q-Tof family. Traveling Wave is
     an example of technologies that allow you greater control of where the ions
     are within a system, and how you move them around. Our current plans are
     for a launch next year.

o    Geographically, our strongest area of the world is Asia. We are seeing
     overall good growth generally across technologies. Interestingly, we're
     seeing very strong performance in India, which is believed to be a
     manifestation of the investment going on in the pharmaceutical industry in
     India. But, as a business that was a year or two ago a $5 million business
     for us, it could well be over $20 million for us this year. China continues
     to be strong and Japan, you know, we've had good performance in Japan for a
     number of years, actually. Even in a continuing tough climate in Japan, our
     business continues to grow in the low double digits. Europe was relatively
     flat as the impact of the slowdown that we talked about in mass
     spectrometry certainly impacted pharmaceutical companies there as well. The
     U.S. was down in the low double digits, again, impacted mostly with mass
     spectrometry and R&D side of HPLC being rather weak.

o    As it relates to the quarter, we saw the life sciences grow around 3% or
     4%, basically due to the strength of the manufacturing QC related products,
     as well as service and chemistry keeping the business moving ahead. We saw
     university and government down slightly in the quarter, relating just to
     HPLC and industrial, food, beverage and others, surprisingly, up in high
     single and low double digits this quarter, which is similar to the TA
     business.

<PAGE>

o    Market and market share is as follows in our TA business. You would split
     our technologies into thermal analysis on the one hand, which is about
     probably 70% of the market and rheology, which is about 30%. Rheology I'd
     say we now have a very, very strong market share, with the acquisition at
     Rheometrics business, is certainly north of 50% probably upward of 75. In
     the thermal analysis side, we are probably in the 25% product market share,
     strongest in the United States. Little lower market share outside of the
     United States.

o    Although there can be quarterly shifts, expected revenue mix is generally a
     configuration of 65% HPLC, 25% mass spectrometry and 10% thermal analysis.

o    As it relates to our expectations going forward, for the third quarter we
     are looking for repeat performance on HPLC growth in the mid single digits.
     On the mass spec side, we think it will probably have a decline
     year-over-year in the high single digits perhaps and with TA before
     accounting for the Rheometrics acquisition, we will grow in high single
     digits. And I think overall that gets you to growth rates in the low single
     digits for the third quarter. I think the fourth quarter is probably
     somewhere similar. The mass spec business had a relatively strong Q4 last
     year on the base of comparison, otherwise we would be able to pick up the
     pace on even more. I'd say what I just described is true for growth in Q3
     and Q4. As it relates to breaking out product line within mass spectrometry
     in the bit more detail, the triple business did grow in the quarter
     somewhere in the range of high single digits to low double digits versus
     the Q-Tof being down in excess of 30%.

</TEXT>
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