10-Q/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

þ	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended July 2, 2005

OR

o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	for the transition period from                      to                     .

Commission File Number: 01-14010

WATERS CORPORATION

(Exact name of registrant as specified in the charter)

Delaware	13-3668640
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

34 Maple Street
Milford, Massachusetts 01757
(Address of principal executive offices)

Registrant’s telephone number, including area code: (508) 478-2000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days

Yes þ No o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes þ No o

Number of shares outstanding of the Registrant’s common stock as of September 14, 2005: 111,241,448.

WATERS CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q/A
FOR THE QUARTERLY PERIOD ENDED JULY 2, 2005

INTRODUCTORY NOTE

Pursuant to Rule 12b-15 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended, the following is an amendment on Form 10-Q/A of Waters Corporation for the quarterly period ended July 2, 2005. This amendment is being filed to amend (i) Part II, Item 4, “Submission of Matters to a Vote of Security Holders,” to report the results of the vote with respect to Proposal 3 (Amendment of 2003 Equity Incentive Plan) and Proposal 4 (Ratification and Approval of Management Incentive Plan) set forth therein and (ii) Part II, Item 6, “Exhibits,” to file new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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WATERS CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q/A
FOR THE QUARTERLY PERIOD ENDED JULY 2, 2005

INDEX

		Page
Introductory Note			2
Index			3
PART II	OTHER INFORMATION
Item 4.	Submission of Matters to a Vote of Security Holders		4
Item 6.	Exhibits		4
SIGNATURE			5
EXHIBITS			6
Ex-31.1 Section 302 Certification of CEO
Ex-31.2 Section 302 Certification of CFO

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Part II: OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

The Waters Corporation annual meeting of stockholders was held on May 4, 2005, at which the following matters were submitted to a vote of security holders:

(1	)	the election of directors of the Company;
(2	)	ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005;
(3	)	the amendment of the Company’s 2003 Equity Incentive Plan pursuant to which the number of shares available for issuance thereunder shall be increased by 3,800,000 shares from 5,697,290 to 9,497,290; and
(4	)	the ratification and approval of the Company’s Management Incentive Plan.

As of March 15, 2005, the record date for that meeting, there were 117,741,488 shares of Waters Corporation common stock entitled to vote at the meeting. At that meeting, the holders of 102,568,783 shares were represented in person or by proxy, constituting a quorum. At that meeting, the vote with respect to the matters proposed to the stockholders was as follows:

Matter 1 Election of directors:

	FOR		WITHHELD		AGAINST	ABSTAIN
Joshua Bekenstein		98,104,369		4,464,414
Michael J. Berendt, Ph.D.		100,411,640		2,157,143
Douglas A. Berthiaume		97,837,255		4,731,528
Edward Conard		93,114,246		9,454,537
Laurie H. Glimcher, M.D.		100,407,736		2,161,047
William J. Miller		98,224,637		4,344,146
Thomas P. Salice		93,370,952		9,197,831

Matter 2 Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005:

FOR		100,927,093
AGAINST		805,283
ABSTAIN		836,407
NO-VOTE	—

Matter 3 Amendment of 2003 equity incentive plan:

FOR		89,665,589
AGAINST		12,168,844
ABSTAIN		734,350
NO-VOTE	—

Matter 4 Ratification and approval of management incentive plan:

FOR		95,567,082
AGAINST		6,149,952
ABSTAIN		851,749
NO-VOTE	—

Item 6. Exhibits

Exhibit 31.1	Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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WATERS CORPORATION AND SUBSIDIARIES

SIGNATURE

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, thereunto duly authorized.

Date: September 16, 2005	Waters Corporation
		/s/ John Ornell
		John Ornell
		Authorized Officer, Vice President, Finance and Administration and Chief Financial Officer

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EX-31.1

Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas A. Berthiaume, the Chief Executive Officer of Waters Corporation, certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of Waters Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date: September 16, 2005

/s/ Douglas A. Berthiaume

Douglas A. Berthiaume

Chief Executive Officer

EX-31.2

Exhibit 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS
ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Ornell, the Chief Financial Officer of Waters Corporation, certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of Waters Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date: September 16, 2005

/s/ John Ornell

John Ornell

Chief Financial Officer