| 01-14010 | 13-3668640 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 34 Maple Street, Milford, Massachusetts | 01757 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| 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)) |
| WATERS CORPORATION |
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| Dated: November 21, 2006 | By: | /s/ John Ornell | ||
| Name: | John Ornell | |||
| Title: | Vice President, Finance and Administration and Chief Financial Officer |
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