8-K

                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) June 26, 2002

                               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)




Item 5. Other Events

The purpose of this Form 8-K is to inform the public and security holders of a
press release announcing the Company's stock repurchase program. A copy of the
press release is attached as Exhibit 99.1.

Certain statements contained herein are forward looking. Many factors could
cause actual results to differ from these statements, including fluctuations in
the price of the Company's stock and changes in its liquidity or planned
expenditures. Such factors are discussed in detail in the Company's filings with
the Securities and Exchange Commission.

Item 7. Financial Statements and Exhibits

(C)  Exhibit 99.1    Press Release dated June 25, 2002




                                   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:  June 26, 2002                       By:    /s/ John Ornell
                                                ------------------------
                                                Name:  John Ornell
                                                Title: Vice President, Finance
                                                       and Administration and
                                                       Chief Financial Officer

EX-99.1

                                                                    Exhibit 99.1

For Immediate Release

     Contact:  Waters Corporation
     Brian Mazar
     V.P. Investor Relations
     508-482-2193

              Waters Corporation Announces Stock Repurchase Program

Milford, Massachusetts, June 25, 2002 - Waters Corporation (NYSE: WAT) announced
today that its Board of Directors authorized the Company to repurchase up to
$200 million of its outstanding common shares over the next 12 months. Purchases
will be made through open market transactions, subject to market conditions and
trading restrictions. Douglas Berthiaume, Chairman and Chief Executive Officer,
said, "This share repurchase program reflects our confidence in the future
growth prospects of our business and our strong commitment to enhancing
shareholder value. With strong operating cash flow and significant unused
borrowing capacity, Waters Corporation has the financial resources to both
repurchase shares and pursue its business objectives."

                              CAUTIONARY STATEMENT

Certain statements contained herein are forward looking. Many factors could
cause actual results to differ from these statements, including fluctuations in
the price of the Company's stock and changes in its liquidity or planned
expenditures. Such factors are discussed in detail in the Company's filings with
the Securities and Exchange Commission.