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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ORNELL JOHN A   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) CFO (Last) (First) (Middle) 34 MAPLE STREET 3. Date of Earliest Transaction (Month/Day/Year) 10/26/2007 (Street) MILFORD, MA 01757-3696 4. If Amendment, Date Original Filed(Month/Day/Year) 10/29/2007 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 10/26/2007 10/26/2007 M   47,600 A $ 23.0625 47,604 (1) D   Common Stock 10/26/2007 10/26/2007 M   9,400 A $ 23.0625 57,004 (1) D   Common Stock 10/26/2007 10/26/2007 M   3,000 A $ 23.0625 60,004 (1) D   Common Stock 10/26/2007 10/26/2007 S   9,400 D $ 75.5312 50,604 (1) D   Common Stock 10/26/2007 10/26/2007 S   47,600 D $ 75.9503 3,004 (1) D   Common Stock               6,352.94 I By 401K Plan Common Stock               3,000 I By Daughters Common Stock               3,947 I By ESPP

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 23.0625

10/26/2007

10/26/2007

M

9,400

12/09/2000

12/09/2009

Common Stock

9,400

$ 23.0625

50,600

D

Stock Option (Right to Buy)

$ 23.0625

10/26/2007

10/26/2007

M

47,600

12/09/2000

12/09/2009

Common Stock

47,600

$ 23.0625

3,000

D

Stock Option (Right to Buy)

$ 23.0625

10/26/2007

10/26/2007

M

3,000

12/09/2000

12/09/2009

Common Stock

3,000

$ 23.0625

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ORNELL JOHN A 34 MAPLE STREET MILFORD, MA 01757-3696			CFO

Signatures

JOHN ORNELL		10/26/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Form amended to reflect the retention of rather than the disposition of 3000 shares as previously reported.

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