SEC 1745
(02-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

[     ]

Rule 13d-1(b)

[ X ]

Rule 13d-1(c)

[     ]

Rule 13d-1(d)

CUSIP No.  941850109

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Duane Schiefelbein

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[     ]

(b)

[     ]

3.

SEC Use Only

4.

Citizenship or Place of Organization
U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
24,061

6.

Shared Voting Power
231,868

7.

Sole Dispositive Power
24,061

8.

Shared Dispositive Power
231,868

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
255,929

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

11.

Percent of Class Represented by Amount in Row (9)
8.932%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
The name of the issuer is Waters Instruments, Inc.

(b)

Address of Issuer’s Principal Executive Offices
The address of the principal executive offices of the Issuer is 13705 – 26^th Avenue North, Suite 102, Minneapolis, MN 55441.

Item 2.

(a)

Name of Person Filing
This statement is being filed by Duane Schiefelbein.

(b)

Address of Principal Business Office or, if none, Residence
The principal address of the Reporting Person is 8555 So. Robert Trail, I.G.H., MN 55077

(c)

Citizenship
U.S.A.

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
941850109

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a)

[  ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[  ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[  ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[  ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

[  ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

[  ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

[  ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

[  ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[  ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[  ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

As of December 31, 2004, the beneficial ownership of shares of the Reporting Person was as follows:

(a)

Amount beneficially owned:    255,929

(b)

Percent of class:    8.932%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote    24,061

(ii)

Shared power to vote or to direct the vote    231,868

(iii)

Sole power to dispose or to direct the disposition of    24,061

(iv)

Shared power to dispose or to direct the disposition of    231,868

Of the shares listed above as beneficially owned, 216,979 shares are indirectly owned by Mr. Schiefelbein as personal representative of the Estate of Charles Schiefelbein, and 105,000 shares are indirectly owned as trustee of the Peace Shalom Foundation.  Mr. Schiefelbein disclaims beneficial ownership of any of these shares.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

See Item 4 above.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

(a)        Not Applicable

(b)        By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

December 31, 2004

Date

/s/ Duane Schiefelbein

Signature

Duane Schiefelbein

Name/Title