<PAGE>
 
     As filed with the Securities and Exchange Commission on July 16, 1996
                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   __________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   __________

                               WATERS CORPORATION
             (Exact name of registrant as specified in its charter)

DELAWARE                                         13-3668640
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)         Identification Number)

                                34 MAPLE STREET
                          MILFORD, MASSACHUSETTS 01757
                            TELEPHONE:  508-478-2000
          (Address of principal executive offices, including zip code)
                                   __________

          WATERS CORPORATION 1996 LONG-TERM PERFORMANCE INCENTIVE PLAN
              WATERS CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN
    WATERS CORPORATION 1996 NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN
        WATERS CORPORATION 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)
                                   __________

                                PHILIP S. TAYMOR
                               WATERS CORPORATION
                                34 MAPLE STREET
                          MILFORD, MASSACHUSETTS 01757
                            TELEPHONE:  508-478-2000
           (Name, address and telephone number of agent for service)

                                    COPY TO:
                              LANCE C. BALK, ESQ.
                                KIRKLAND & ELLIS
                              153 EAST 53RD STREET
                            NEW YORK, NEW YORK 10022
                            TELEPHONE: 212-446-4800

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
 Title of securities to be   Amount to be registered(1)     Proposed maximum price        Proposed maximum         Amount of
 registered                                                          per                aggregate offering price  registration
                                                                  share(2)                      (2)                  fee
<S>                          <C>                          <C>                         <C>                        <C>
 
Common Stock, par value                   1,000,000. (3)                    $29.9375             $29,937,500.00     $10,323.28
 $0.01 per share                            250,000. (4)                                           7,484,375.00       2,580.84
                                            100,000. (5)                                           2,993,750.00       1,032.33
                                             50,000. (6)                                           1,496,875.00         516.17
 
Total                                        1,400,000.                     $29.9375             $41,912,500.00     $14,452.62
==============================================================================================================================
</TABLE>
(1)  An additional indeterminable number of shares are also being registered to
     cover any adjustments required by anti-dilution provisions in the number of
     shares issuable upon the exercise of options granted under the Company's
     option plans.
(2)  Reflects the average of the high and low prices on the New York Stock
     Exchange on July 9, 1996 pursuant to Rule 457(h).
(3)  Shares reserved for issuance pursuant to the 1996 Long-Term Performance
     Incentive Plan.
(4)  Shares reserved for issuance pursuant to the 1996 Employee Stock Purchase
     Plan.
(5)  Shares reserved for issuance pursuant to the 1996 Non-Employee Director
     Deferred Compensation Plan.
(6)  Shares reserved for issuance pursuant to the 1996 Non-Employee Director
     Stock Option Plan.
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


  Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and the Note to
Part I of Form S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

  Prior to the initial public offering (the "Offering") of Waters Corporation
(the "Company") the name of the issuer of the Common Stock was WCD Investors
Inc.  Waters Corporation was a wholly owned subsidiary of Waters Holding Inc.
which in turn was a wholly owned subsidiary of WCD Investors Inc.  Waters
Corporation and Waters Holding Inc. were the primary assets of WCD Investors
Inc.  At the time of the Offering, (i) Waters Holding Inc. was merged with and
into WCD Investors Inc., with WCD Investors Inc. the surviving corporation, and
(ii) Waters Corporation changed its name to Waters Technologies Corporation and
WCD Investors Inc. changed its name to Waters Corporation.

  The following documents filed with the Securities and Exchange Commission are
incorporated herein by reference:

     (a) The Registration Statement of the Registrant on Form S-1 dated April
19, 1996, as amended by Amendment No. 1 on May 10, 1996, Amendment No. 2 on May
30, 1996 (Registration No. 333-3810).

     (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the registrant document referred to in (a) above.

     (c) The description of the Registrant's Common Stock contained in the
Registrant's Report on Form 8-A (File No. 1-14010) filed October 19, 1995
pursuant to Section 12(b) of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.

  All reports and other documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents.

  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

  Not Applicable.
<PAGE>
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  The Company is incorporated under the laws of the State of Delaware.  Section
145 of the General Corporation Law of the State of Delaware ("Section 145")
provides that a Delaware corporation may indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise.  The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal.  A
Delaware corporation may indemnify any persons who are, or are threatened to be
made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise.  The indemnity may include expenses
(including attorney's fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests except that no indemnification
is permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation.  Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.

  The Company's certificate of incorporation, as amended, provides for the
indemnification of directors and officers of the Company to the fullest extent
permitted by Section 145.

  In addition, the by-laws of the Company provide that the Company shall
indemnify to the full extent authorized by law any person made or threatened to
be made a party to an action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he, his testator or
intestate is or was a director, officer, employee or agent of the Company or is
or was serving, at the request of the Company, as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust of other
enterprise.

  In addition, pursuant to certain Indemnification Agreements dated August 18,
1994 (the "Indemnification Agreements") between the Company and its directors
and executive officers, the Company agreed to indemnify such directors and
executive officers to the fullest extent permitted by the laws of the State of
Delaware.  Among other things, the Indemnification Agreements provide
indemnification procedures, advancement of expenses during proceedings subject
to indemnification and mechanisms for reviewing executive conduct in connection
with a claim for indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

  Not applicable.

ITEM 8.  EXHIBITS.

  Reference is made to the Exhibit Index that immediately precedes the exhibits
filed with this Registration Statement.

ITEM 9.  UNDERTAKINGS.

  (a) The undersigned Registrant hereby undertakes:

  (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

  (i) To include any prospectus required by section 10(a)(3) of the Securities
Act;

  (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,

                                      II-2
<PAGE>
 
represent a fundamental change in the information set forth in the Registration
Statement;

  (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii)
- --------  -------                                                            
above do not apply if the Registration Statement is on Form S-3 or Form S-8 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.

  (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

  (3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

  (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of any employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

  (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
<PAGE>
 
                                   SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milford, State of Massachusetts, on July 16, 1996.

                                    WATERS CORPORATION

                                    By:    /s/ Philip S. Taymor
                                           ------------------------------
                                    Name:  Philip S. Taymor
                                    Title:  Senior Vice President, Finance and
                                      Administration and Chief Financial Officer

                               POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Philip S. Taymor his true and lawful attorney-in-fact,
each with full power of substitution and revocation, for him and in his name,
place and stead, in any and all capacities (including his capacity as a director
and/or officer of Waters Corporation), to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each such attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement and Power of Attorney  have been signed by the following persons in
the capacities indicated on July 16, 1996.
 
         Signature                             Capacity
- ---------------------------  ---------------------------------------------
 
/s/ Douglas A. Berthiaume       President, Chief Executive Officer and
- ---------------------------       Chairman of the Board of Directors
Douglas A. Berthiaume
 
/s/ Philip S. Taymor              Senior Vice President, Finance and
- ---------------------------   Administration and Chief Financial Officer
Philip S. Taymor             (Principal Financial and Accounting Officer)
 
/s/ Joshua Bekenstein                          Director
- ---------------------------
Joshua Bekenstein
 
/s/ Charles L. Brown                           Director
- ---------------------------
Charles L. Brown
 
/s/ Philip Caldwell                            Director
- ---------------------------
Philip Caldwell
 
/s/ Edward Conard                              Director
- ---------------------------
Edward Conard
 
/s/ Thomas P. Salice                           Director
- ---------------------------
Thomas P. Salice
 
/s/ Marc Wolpow                                Director
- ---------------------------
Marc Wolpow
 

                                      II-4
<PAGE>
 
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
 
Exhibit                              Description                                 Sequentially Numbered Page
Number
<C>      <S>                                                                  <C>
    3.1  Second Amended and Restated Certificate of Incorporation of          Incorporated by reference to
         Waters Corporation, as amended to date.                              Exhibit 3.1 to the Registrant's
                                                                              Report on Form 10-K dated
                                                                              March 29, 1996
    3.2  Amended and Restated Bylaws of Waters Corporation, as amended        Incorporated by reference to
         to date.                                                             Exhibit 3.2 to the Registrant's
                                                                              Report on Form 10-K dated
                                                                              March 29, 1996
    4.1  Waters Corporation 1996 Long-Term Performance Incentive Plan.        Incorporated by reference to
                                                                              Exhibit A to the Registrant's
                                                                              Proxy Statement dated
                                                                              March 29, 1996
    4.2  Waters Corporation 1996 Employee Stock Purchase Plan.                Incorporated by reference to
                                                                              Exhibit B to the Registrant's
                                                                              Proxy Statement dated
                                                                              March 29, 1996
    4.3  Waters Corporation 1996 Non-Employee Director Deferred               Incorporated by reference to
         Compensation Plan.                                                   Exhibit C to the Registrant's
                                                                              Proxy Statement dated
                                                                              March 29, 1996
    4.4  Waters Corporation 1996 Non-Employee Director Stock Option           Incorporated by reference to
         Plan.                                                                Exhibit D to the Registrant's
                                                                              Proxy Statement dated
                                                                              March 29, 1996
    5.1  Opinion of Kirkland & Ellis
   10.1  Credit Agreement, dated as of November 22, 1995, among Waters        Incorporated by reference to
         Corporation, Waters Technologies Corporation, Bankers Trust          Exhibit 10.1 to the Registrant's
         Company and other Lenders party thereto.                             Registration Statement on
                                                                              Form S-1 (File No. 333-3810)
   10.2  First Amendment to Credit Agreement, dated as of March 6, 1996       Incorporated by reference to
         among Waters Corporation, Waters Technologies Corporation,           Exhibit 10.2 to the Registrant's
         Bankers Trust Company and other Lenders party thereto.               Registration Statement on
                                                                              Form S-1 (File No. 333-3810)
   10.3  Amended and Restated Purchase and Sale Agreement dated as of         Incorporated by reference to
         March 31, 1994 (as executed on June 28, 1994), as amended as of      Exhibit 10.3 to the Registrant's
         August 5, 1994, August 11, 1994 and August 18, 1994, among           Registration Statement on
         Waters Holding Inc., Millipore Corporation and certain of its        Form S-1 (File No. 333-3810)
         subsidiaries.
   10.4  WCD Investors Inc. Amended and Restated 1994 Stock Option            Incorporated by reference to
         Plan, as amended (including Form of Amended and Restated Stock       Exhibit 10.4 to the Registrant's
         Option Agreement).                                                   Registration Statement on
                                                                              Form S-1 (File No. 333-3810)
   10.5  Waters Corporation Retirement Plan.                                  Incorporated by reference to
                                                                              Exhibit 10.5 to the Registrant's
                                                                              Registration Statement on
                                                                              Form S-1 (File No. 333-3810)
   10.6  Registration Rights Agreement made as of August 18, 1994, by and     Incorporated by reference to
         among WCD Investors Inc., AEA Investors Inc., certain investment     Exhibit 10.6 to the Registrant's
         funds controlled by Bain Capital, Inc. and other stockholders of     Registration Statement on
         Waters Corporation.                                                  Form S-1 (File No. 333-3810)
   10.7  Form of Indemnification Agreement, dated as of August 18, 1994,      Incorporated by reference to
         between WCD Investors Inc. and its directors and executive           Exhibit 10.7 to the Registrant's
         officers.                                                            Registration Statement on
                                                                              Form S-1 (File No. 333-3810)
   10.8  Form of Management Subscription Agreement, dated as of August        Incorporated by reference to
         18, 1994 between WCD Investors Inc. and certain members of           Exhibit 10.8 to the Registrant's
         management.                                                          Registration Statement on
                                                                              Form S-1 (File No. 333-3810)
   10.9  Agreement and Plan of Merger among Water Corporation,                Incorporated by reference to
         TA Merger Sub, Inc. and TA Instruments, Inc. dated as of March       Exhibit 10.9 to the Registrant's
         28, 1996.                                                            Registration Statement on
                                                                              Form S-1 (File No. 333-3810)
  10.10  Offer to Purchase and Consent Solicitation Statement, dated March    Incorporated by reference to
         7, 1996, of Waters Technologies Corporation.  Incorporated by        Exhibit 10.10 to the
         reference to the Registrant's Report on Form 8K dated March 11,      Registrant's Registration
         1996.                                                                Statement on Form S-1 (File
                                                                              No. 333-3810)
   23.1  Consent of Coopers & Lybrand L.L.P.
   23.2  Consent of Coopers & Lybrand L.L.P.
   23.3  Consent of Kirkland & Ellis (included in the opinion filed as
         Exhibit 5.1)
   24.1  Powers of Attorney (included on the signature page of this
         Registration Statement)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25788}]
{"company-data": {"conformed-name": "WATERS TECHNOLOGY CORP", "cik": "0000930809", "assigned-sic": "3826", "irs-number": "133668640", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08191", "film-number": "96595473"}, "business-address": {"street1": "34 MAPLE ST", "city": "MILFORD", "state": "MA", "zip": "01757", "phone": "5084782000"}, "mail-address": {"street1": "34 MAPLE ST", "city": "MILFORD", "state": "MA", "zip": "01757"}, "former-company": {"former-conformed-name": "WATERS CORP", "date-changed": "19940930"}}
As filed with the Securities and Exchange Commission on July 16, 1996
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   __________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   __________

                               WATERS CORPORATION
             (Exact name of registrant as specified in its charter)

DELAWARE                                         13-3668640
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)         Identification Number)

                                34 MAPLE STREET
                          MILFORD, MASSACHUSETTS 01757
                            TELEPHONE:  508-478-2000
          (Address of principal executive offices, including zip code)
                                   __________

          WATERS CORPORATION 1996 LONG-TERM PERFORMANCE INCENTIVE PLAN
              WATERS CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN
    WATERS CORPORATION 1996 NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN
        WATERS CORPORATION 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)
                                   __________

                                PHILIP S. TAYMOR
                               WATERS CORPORATION
                                34 MAPLE STREET
                          MILFORD, MASSACHUSETTS 01757
                            TELEPHONE:  508-478-2000
           (Name, address and telephone number of agent for service)

                                    COPY TO:
                              LANCE C. BALK, ESQ.
                                KIRKLAND & ELLIS
                              153 EAST 53RD STREET
                            NEW YORK, NEW YORK 10022
                            TELEPHONE: 212-446-4800

                        CALCULATION OF REGISTRATION FEE
Title of securities to be   Amount to be registered(1)     Proposed maximum price        Proposed maximum         Amount of
 registered                                                          per                aggregate offering price  registration
                                                                  share(2)                      (2)                  fee
Common Stock, par value                   1,000,000. (3)                    $29.9375             $29,937,500.00     $10,323.28
 $0.01 per share                            250,000. (4)                                           7,484,375.00       2,580.84
                                            100,000. (5)                                           2,993,750.00       1,032.33
                                             50,000. (6)                                           1,496,875.00         516.17
 
Total                                        1,400,000.                     $29.9375             $41,912,500.00     $14,452.62
==============================================================================================================================
(1)  An additional indeterminable number of shares are also being registered to
     cover any adjustments required by anti-dilution provisions in the number of
     shares issuable upon the exercise of options granted under the Company's
     option plans.
(2)  Reflects the average of the high and low prices on the New York Stock
     Exchange on July 9, 1996 pursuant to Rule 457(h).
(3)  Shares reserved for issuance pursuant to the 1996 Long-Term Performance
     Incentive Plan.
(4)  Shares reserved for issuance pursuant to the 1996 Employee Stock Purchase
     Plan.
(5)  Shares reserved for issuance pursuant to the 1996 Non-Employee Director
     Deferred Compensation Plan.
(6)  Shares reserved for issuance pursuant to the 1996 Non-Employee Director
     Stock Option Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

  Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and the Note to
Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

  Prior to the initial public offering (the "Offering") of Waters Corporation
(the "Company") the name of the issuer of the Common Stock was WCD Investors
Inc.  Waters Corporation was a wholly owned subsidiary of Waters Holding Inc.
which in turn was a wholly owned subsidiary of WCD Investors Inc.  Waters
Corporation and Waters Holding Inc. were the primary assets of WCD Investors
Inc.  At the time of the Offering, (i) Waters Holding Inc. was merged with and
into WCD Investors Inc., with WCD Investors Inc. the surviving corporation, and
(ii) Waters Corporation changed its name to Waters Technologies Corporation and
WCD Investors Inc. changed its name to Waters Corporation.

  The following documents filed with the Securities and Exchange Commission are
incorporated herein by reference:

     (a) The Registration Statement of the Registrant on Form S-1 dated April
19, 1996, as amended by Amendment No. 1 on May 10, 1996, Amendment No. 2 on May
30, 1996 (Registration No. 333-3810).

     (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the registrant document referred to in (a) above.

     (c) The description of the Registrant's Common Stock contained in the
Registrant's Report on Form 8-A (File No. 1-14010) filed October 19, 1995
pursuant to Section 12(b) of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.

  All reports and other documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents.

  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

  Not Applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  The Company is incorporated under the laws of the State of Delaware.  Section
145 of the General Corporation Law of the State of Delaware ("Section 145")
provides that a Delaware corporation may indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise.  The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal.  A
Delaware corporation may indemnify any persons who are, or are threatened to be
made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise.  The indemnity may include expenses
(including attorney's fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests except that no indemnification
is permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation.  Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.

  The Company's certificate of incorporation, as amended, provides for the
indemnification of directors and officers of the Company to the fullest extent
permitted by Section 145.

  In addition, the by-laws of the Company provide that the Company shall
indemnify to the full extent authorized by law any person made or threatened to
be made a party to an action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he, his testator or
intestate is or was a director, officer, employee or agent of the Company or is
or was serving, at the request of the Company, as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust of other
enterprise.

  In addition, pursuant to certain Indemnification Agreements dated August 18,
1994 (the "Indemnification Agreements") between the Company and its directors
and executive officers, the Company agreed to indemnify such directors and
executive officers to the fullest extent permitted by the laws of the State of
Delaware.  Among other things, the Indemnification Agreements provide
indemnification procedures, advancement of expenses during proceedings subject
to indemnification and mechanisms for reviewing executive conduct in connection
with a claim for indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

  Not applicable.

ITEM 8.  EXHIBITS.

  Reference is made to the Exhibit Index that immediately precedes the exhibits
filed with this Registration Statement.

ITEM 9.  UNDERTAKINGS.

  (a) The undersigned Registrant hereby undertakes:

  (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

  (i) To include any prospectus required by section 10(a)(3) of the Securities
Act;

  (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,

                                      II-2
represent a fundamental change in the information set forth in the Registration
Statement;

  (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii)
- --------  -------                                                            
above do not apply if the Registration Statement is on Form S-3 or Form S-8 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.

  (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

  (3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

  (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of any employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

  (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milford, State of Massachusetts, on July 16, 1996.

                                    WATERS CORPORATION

                                    By:    /s/ Philip S. Taymor
                                           ------------------------------
                                    Name:  Philip S. Taymor
                                    Title:  Senior Vice President, Finance and
                                      Administration and Chief Financial Officer

                               POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Philip S. Taymor his true and lawful attorney-in-fact,
each with full power of substitution and revocation, for him and in his name,
place and stead, in any and all capacities (including his capacity as a director
and/or officer of Waters Corporation), to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each such attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement and Power of Attorney  have been signed by the following persons in
the capacities indicated on July 16, 1996.
 
         Signature                             Capacity
- ---------------------------  ---------------------------------------------
 
/s/ Douglas A. Berthiaume       President, Chief Executive Officer and
- ---------------------------       Chairman of the Board of Directors
Douglas A. Berthiaume
 
/s/ Philip S. Taymor              Senior Vice President, Finance and
- ---------------------------   Administration and Chief Financial Officer
Philip S. Taymor             (Principal Financial and Accounting Officer)
 
/s/ Joshua Bekenstein                          Director
- ---------------------------
Joshua Bekenstein
 
/s/ Charles L. Brown                           Director
- ---------------------------
Charles L. Brown
 
/s/ Philip Caldwell                            Director
- ---------------------------
Philip Caldwell
 
/s/ Edward Conard                              Director
- ---------------------------
Edward Conard
 
/s/ Thomas P. Salice                           Director
- ---------------------------
Thomas P. Salice
 
/s/ Marc Wolpow                                Director
- ---------------------------
Marc Wolpow
 

                                      II-4
INDEX TO EXHIBITS
Exhibit                              Description                                 Sequentially Numbered Page
Number
3.1  Second Amended and Restated Certificate of Incorporation of          Incorporated by reference to
         Waters Corporation, as amended to date.                              Exhibit 3.1 to the Registrant's
                                                                              Report on Form 10-K dated
                                                                              March 29, 1996
    3.2  Amended and Restated Bylaws of Waters Corporation, as amended        Incorporated by reference to
         to date.                                                             Exhibit 3.2 to the Registrant's
                                                                              Report on Form 10-K dated
                                                                              March 29, 1996
    4.1  Waters Corporation 1996 Long-Term Performance Incentive Plan.        Incorporated by reference to
                                                                              Exhibit A to the Registrant's
                                                                              Proxy Statement dated
                                                                              March 29, 1996
    4.2  Waters Corporation 1996 Employee Stock Purchase Plan.                Incorporated by reference to
                                                                              Exhibit B to the Registrant's
                                                                              Proxy Statement dated
                                                                              March 29, 1996
    4.3  Waters Corporation 1996 Non-Employee Director Deferred               Incorporated by reference to
         Compensation Plan.                                                   Exhibit C to the Registrant's
                                                                              Proxy Statement dated
                                                                              March 29, 1996
    4.4  Waters Corporation 1996 Non-Employee Director Stock Option           Incorporated by reference to
         Plan.                                                                Exhibit D to the Registrant's
                                                                              Proxy Statement dated
                                                                              March 29, 1996
    5.1  Opinion of Kirkland & Ellis
   10.1  Credit Agreement, dated as of November 22, 1995, among Waters        Incorporated by reference to
         Corporation, Waters Technologies Corporation, Bankers Trust          Exhibit 10.1 to the Registrant's
         Company and other Lenders party thereto.                             Registration Statement on
                                                                              Form S-1 (File No. 333-3810)
   10.2  First Amendment to Credit Agreement, dated as of March 6, 1996       Incorporated by reference to
         among Waters Corporation, Waters Technologies Corporation,           Exhibit 10.2 to the Registrant's
         Bankers Trust Company and other Lenders party thereto.               Registration Statement on
                                                                              Form S-1 (File No. 333-3810)
   10.3  Amended and Restated Purchase and Sale Agreement dated as of         Incorporated by reference to
         March 31, 1994 (as executed on June 28, 1994), as amended as of      Exhibit 10.3 to the Registrant's
         August 5, 1994, August 11, 1994 and August 18, 1994, among           Registration Statement on
         Waters Holding Inc., Millipore Corporation and certain of its        Form S-1 (File No. 333-3810)
         subsidiaries.
   10.4  WCD Investors Inc. Amended and Restated 1994 Stock Option            Incorporated by reference to
         Plan, as amended (including Form of Amended and Restated Stock       Exhibit 10.4 to the Registrant's
         Option Agreement).                                                   Registration Statement on
                                                                              Form S-1 (File No. 333-3810)
   10.5  Waters Corporation Retirement Plan.                                  Incorporated by reference to
                                                                              Exhibit 10.5 to the Registrant's
                                                                              Registration Statement on
                                                                              Form S-1 (File No. 333-3810)
   10.6  Registration Rights Agreement made as of August 18, 1994, by and     Incorporated by reference to
         among WCD Investors Inc., AEA Investors Inc., certain investment     Exhibit 10.6 to the Registrant's
         funds controlled by Bain Capital, Inc. and other stockholders of     Registration Statement on
         Waters Corporation.                                                  Form S-1 (File No. 333-3810)
   10.7  Form of Indemnification Agreement, dated as of August 18, 1994,      Incorporated by reference to
         between WCD Investors Inc. and its directors and executive           Exhibit 10.7 to the Registrant's
         officers.                                                            Registration Statement on
                                                                              Form S-1 (File No. 333-3810)
   10.8  Form of Management Subscription Agreement, dated as of August        Incorporated by reference to
         18, 1994 between WCD Investors Inc. and certain members of           Exhibit 10.8 to the Registrant's
         management.                                                          Registration Statement on
                                                                              Form S-1 (File No. 333-3810)
   10.9  Agreement and Plan of Merger among Water Corporation,                Incorporated by reference to
         TA Merger Sub, Inc. and TA Instruments, Inc. dated as of March       Exhibit 10.9 to the Registrant's
         28, 1996.                                                            Registration Statement on
                                                                              Form S-1 (File No. 333-3810)
  10.10  Offer to Purchase and Consent Solicitation Statement, dated March    Incorporated by reference to
         7, 1996, of Waters Technologies Corporation.  Incorporated by        Exhibit 10.10 to the
         reference to the Registrant's Report on Form 8K dated March 11,      Registrant's Registration
         1996.                                                                Statement on Form S-1 (File
                                                                              No. 333-3810)
   23.1  Consent of Coopers & Lybrand L.L.P.
   23.2  Consent of Coopers & Lybrand L.L.P.
   23.3  Consent of Kirkland & Ellis (included in the opinion filed as
         Exhibit 5.1)
   24.1  Powers of Attorney (included on the signature page of this
         Registration Statement)