<PAGE>
 
   As filed with the Securities and Exchange Commission on December 19, 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  01757-3696
                            Telephone: 508-478-2000
                    (Address of principal executive offices)

                WATERS EMPLOYEE INVESTMENT PLAN FOR PUERTO RICO
                            (Full title of the plan)


                                Philip S. Taymor
                               Waters Corporation
                                34 Maple Street
                       Milford, Massachusetts  01757-3696
                                  508-478-2000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                    Copy to:
                           Jeffrey W. Stevenson, Esq.
                                Kirkland & Ellis
                            200 East Randolph Drive
                            Chicago, Illinois 60601

                        Calculation of Registration Fee
<TABLE> 
<CAPTION> 
                                             Proposed Maximum    Proposed Maximum
 Title of Securities      Amount to be      Offering Price Per  Aggregate Offering        Amount of
  to be Registered     Registered/(1)(2)/       Share/(1)/          Price/(1)/      Registration Fee/(1)/
---------------------------------------------------------------------------------------------------------
<S>                    <C>                  <C>                 <C>                 <C>
Common Stock,
 $.01 par value per          10,000              $29.8125          $298,125                 $93.17
 share
---------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
     amount of the registration fee based upon the average of the high and low
     prices reported for the shares on the New York Stock Exchange on December
     18, 1996.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     regulation statement also covers an indeterminate amount of interests in
     the plan to be offered or sold pursuant to the terms described thereon.
<PAGE>
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation 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 by the Company with the Securities and
Exchange Commission are incorporated herein by reference except to the extent
that any statement or information therein is modified, superseded or replaced by
a statement or information contained in any subsequently filed document
incorporated by reference.

          1.  The Registration Statement of the Registrant on Form S-1 dated
              October 24, 1996 (Registration No. 333-14793).

          2.  The description of Waters Corporation Common Stock contained in
              the registration report filed by the Company (formerly WCD
              Investors Inc.) on Form 8-A entered October 19, 1995 (Registration
              No. 1-14010).

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

          4.  All documents subsequently filed by the Company pursuant to
              Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
              of 1934, as amended, 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 incorporated by reference in this
              Registration Statement and shall be a part hereof from the date of
              filing of such documents.

                                      -2-
<PAGE>
 
Item 4.   Description of Securities
          -------------------------

          Not applicable.


Item 5.   Interests of Named Experts and Counsel
          --------------------------------------

          Not applicable.


Item 6.   Indemnification of Officers and Directors
          -----------------------------------------
 
          Section 145 of the General Corporation Law of the State of Delaware
(the "Corporation Law") permits indemnification of directors, officers,
employees and agents of corporations under certain conditions and subject to
certain limitations. 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 fullest 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 or 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
          --------

                                      -3-
<PAGE>
 
          See "Index to Exhibits."


Item 9.   Undertakings
          ------------

          1.   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual reports pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement 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.

          2.   The undersigned Registrant hereby undertakes (a) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement 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; (b) that, for the purpose of determining any liability under the
Securities Act of 1933, 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; and (c) 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.

          3.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "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 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 their respective 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 Act and will be governed by the final adjudication of such
issue.

                                      -4-
<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
filing 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 December 19, 1996.

                                    WATERS CORPORATION


                                    By:      /s/ Philip S. Taymor
                                       ----------------------------------------
                                    Name:  PHILIP S. TAYMOR
                                    Title: Senior Vice President, Finance and 
                                           Administration and Treasurer and 
                                           Assistant Secretary

                               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, 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 has been signed by the following persons in the
capacities indicated on December 19, 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
      Philip S. Taymor                    Officer (Principal Financial and
                                          Accounting Officer) and Treasurer and
                                          Assistant Secretary

                                     -5- 
 
<PAGE>
 
          Signature                                 Capacity
          ---------                                 --------
 
     /s/ Joshua Bekenstein 
----------------------------------------  Director
      Joshua Bekenstein
                                          
 
 
----------------------------------------  Director
      Charles L. Brown


    /s/ Philip Caldwell
----------------------------------------  Director
      Philip Caldwell
 
                                          
    /s/ Edward Conrad
----------------------------------------  Director
    Edward Conard
 

    /s/ Thomas P. Salice
----------------------------------------  Director
     Thomas P. Salice
 
                                          
    /s/ Marc Wolpow
----------------------------------------  Director
     Marc Wolpow
 
                                      -6-
<PAGE>
 
The Plan.  Pursuant to the requirement of the Securities Act of 1933, the Plan
--------                                                                      
Administrator for the Plan has 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 December 19, 1996.


                              Waters Employee Investment Plan for Puerto Rico


                              By:        /s/ Philip S. Taymor
                                  ---------------------------------------------
                                    Name:  PHILIP S. TAYMOR
                                    Title: Retirement Committee

                                      -7-
<PAGE>
 
                               INDEX TO EXHIBITS

                                                            
                                                                    Sequentially
 Exhibit                                                              Numbered
   No.              Description of Exhibit                              Page*
 -------            ----------------------                          ------------

  4.1          Waters Employee Investment Plan for Puerto Rico           10
               substantially in the form adopted as of 
               January 1, 1997

 23.1          Consent of Coopers & Lybrand L.L.P.                       63

 23.2          Consent of Coopers & Lybrand L.L.P.                       65


                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15948}]
{"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": "333-18293", "film-number": "96683495"}, "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 December 19, 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  01757-3696
                            Telephone: 508-478-2000
                    (Address of principal executive offices)

                WATERS EMPLOYEE INVESTMENT PLAN FOR PUERTO RICO
                            (Full title of the plan)

                                Philip S. Taymor
                               Waters Corporation
                                34 Maple Street
                       Milford, Massachusetts  01757-3696
                                  508-478-2000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                    Copy to:
                           Jeffrey W. Stevenson, Esq.
                                Kirkland & Ellis
                            200 East Randolph Drive
                            Chicago, Illinois 60601

                        Calculation of Registration Fee
Proposed Maximum    Proposed Maximum
 Title of Securities      Amount to be      Offering Price Per  Aggregate Offering        Amount of
  to be Registered     Registered/(1)(2)/       Share/(1)/          Price/(1)/      Registration Fee/(1)/
---------------------------------------------------------------------------------------------------------
Common Stock,
 $.01 par value per          10,000              $29.8125          $298,125                 $93.17
 share
---------------------------------------------------------------------------------------------------------
(1)  Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
     amount of the registration fee based upon the average of the high and low
     prices reported for the shares on the New York Stock Exchange on December
     18, 1996.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     regulation statement also covers an indeterminate amount of interests in
     the plan to be offered or sold pursuant to the terms described thereon.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation 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 by the Company with the Securities and
Exchange Commission are incorporated herein by reference except to the extent
that any statement or information therein is modified, superseded or replaced by
a statement or information contained in any subsequently filed document
incorporated by reference.

          1.  The Registration Statement of the Registrant on Form S-1 dated
              October 24, 1996 (Registration No. 333-14793).

          2.  The description of Waters Corporation Common Stock contained in
              the registration report filed by the Company (formerly WCD
              Investors Inc.) on Form 8-A entered October 19, 1995 (Registration
              No. 1-14010).

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

          4.  All documents subsequently filed by the Company pursuant to
              Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
              of 1934, as amended, 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 incorporated by reference in this
              Registration Statement and shall be a part hereof from the date of
              filing of such documents.

                                      -2-
Item 4.   Description of Securities
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel
          --------------------------------------

          Not applicable.

Item 6.   Indemnification of Officers and Directors
          -----------------------------------------
 
          Section 145 of the General Corporation Law of the State of Delaware
(the "Corporation Law") permits indemnification of directors, officers,
employees and agents of corporations under certain conditions and subject to
certain limitations. 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 fullest 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 or 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
          --------

                                      -3-
See "Index to Exhibits."

Item 9.   Undertakings
          ------------

          1.   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual reports pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement 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.

          2.   The undersigned Registrant hereby undertakes (a) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement 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; (b) that, for the purpose of determining any liability under the
Securities Act of 1933, 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; and (c) 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.

          3.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "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 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 their respective 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 Act and will be governed by the final adjudication of such
issue.

                                      -4-
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
filing 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 December 19, 1996.

                                    WATERS CORPORATION

                                    By:      /s/ Philip S. Taymor
                                       ----------------------------------------
                                    Name:  PHILIP S. TAYMOR
                                    Title: Senior Vice President, Finance and 
                                           Administration and Treasurer and 
                                           Assistant Secretary

                               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, 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 has been signed by the following persons in the
capacities indicated on December 19, 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
      Philip S. Taymor                    Officer (Principal Financial and
                                          Accounting Officer) and Treasurer and
                                          Assistant Secretary

                                     -5-
Signature                                 Capacity
          ---------                                 --------
 
     /s/ Joshua Bekenstein 
----------------------------------------  Director
      Joshua Bekenstein
                                          
 
 
----------------------------------------  Director
      Charles L. Brown

    /s/ Philip Caldwell
----------------------------------------  Director
      Philip Caldwell
 
                                          
    /s/ Edward Conrad
----------------------------------------  Director
    Edward Conard
 

    /s/ Thomas P. Salice
----------------------------------------  Director
     Thomas P. Salice
 
                                          
    /s/ Marc Wolpow
----------------------------------------  Director
     Marc Wolpow
 
                                      -6-
The Plan.  Pursuant to the requirement of the Securities Act of 1933, the Plan
--------                                                                      
Administrator for the Plan has 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 December 19, 1996.

                              Waters Employee Investment Plan for Puerto Rico

                              By:        /s/ Philip S. Taymor
                                  ---------------------------------------------
                                    Name:  PHILIP S. TAYMOR
                                    Title: Retirement Committee

                                      -7-
INDEX TO EXHIBITS

                                                            
                                                                    Sequentially
 Exhibit                                                              Numbered
   No.              Description of Exhibit                              Page*
 -------            ----------------------                          ------------

  4.1          Waters Employee Investment Plan for Puerto Rico           10
               substantially in the form adopted as of 
               January 1, 1997

 23.1          Consent of Coopers & Lybrand L.L.P.                       63

 23.2          Consent of Coopers & Lybrand L.L.P.                       65

                                      -8-