SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CAPUTO ARTHUR G

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WATERS CORP /DE/ [ WAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2003	07/01/2003	M		142,200⁽²⁾	A	4.07	621,804	D
Common Stock	07/01/2003	07/01/2003	S		142,200⁽³⁾	D	28.7861	479,604	D	⁽¹⁾
Common Stock	07/02/2003	07/02/2003	M		29,624⁽²⁾	A	4.07	509,228	D
Common Stock	07/02/2003	07/02/2003	S		29,624⁽³⁾	D	28.7525	479,604	D
Common Stock	07/02/2003	07/02/2003	M		78,176⁽²⁾	A	8.5525	557,780	D
Common Stock	07/02/2003	07/02/2003	S		78,176⁽³⁾	D	28.7525	479,604	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	4.07	07/01/2003	07/01/2003	M			142,200⁽³⁾	08/18/1995	08/18/2004	Common Stock	142,200	$4.07	29,624	D
Stock Option (Right to Buy)	4.07	07/02/2003	07/02/2003	M			29,624⁽³⁾	08/18/1995	08/18/2004	Common Stock	29,624	$4.07	0	D
Stock Option (Right to Buy)	8.5525	07/02/2003	07/02/2003	M			78,176⁽³⁾	05/24/1997	05/24/2006	Common Stock	78,176	$8.5525	9,824	D

Explanation of Responses:

1. In addition to shares Directly owned as reported, Common Stock held Indirectly reportable in Table I, Column 5: 101,503.219 shares by 401K Plan, and 1,840 shares by Daughters.

2. Acquisition of Common Stock was made under a sales plan established pursuant to the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

3. Disposition of Common Stock was made under a sales plan established pursuant to the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

	Arthur Caputo	07/01/2003
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (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).
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