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                                                                    Exhibit 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       __________________________________


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 28, 2003, except as to Note 20
which is as of March 11, 2003, relating to the financial statements and
financial statement schedule of Waters Corporation, which appears in Waters
Corporation's Annual Report on Form 10-K for the year ended December 31, 2002.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
November 20, 2003

