X0202 5 2005-12-31 0 0 0 0001000697 WATERS CORP /DE/ wat 0001184450 CAPUTO ARTHUR G 34 MAPLE STREET MILFORD MA 01757 0 1 0 0 EVP and President, Waters Div Common Stock 1999-09-07 1999-09-07 5 G 0 L 320 0 D 479284 D Common Stock 2000-12-05 2000-12-05 5 G 0 L 550 0 D 478734 D Common Stock 2004-12-17 2004-12-17 5 G 0 L 3000 0 D 475734 D Common Stock 2000-12-05 2000-12-05 5 G 0 L 550 0 A 2390 I By Daughters Common Stock 102061.29 I By 401K Plan The holdings reflected herein correctly state Mr. Caputo's holdings as of December 31, 2005. Mr. Caputo's March 2006 Form 4 inadvertantly over-reported his ownership by the 3,770 shares being reported in this Form 5 filing resulting from these gifts. The reporting person gifted 275 shares each of company stock to 2 daughters. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. /s/ Arthur G. Caputo 2006-03-08