UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549



                                   Form 8-K


                                CURRENT REPORT


                    Pursuant to Section 13 of 15(d) of the
                        Securities Exchange Act of 1934

Date of report (Date of earliest event reported)                   March 5, 2001

                              Waters Corporation
            (Exact Name of Registrant as Specified in Its Charter)

                                   Delaware
                (State or Other Jurisdiction of Incorporation)

     01-14010                                             13-3668640
(Commission File Number)                       (IRS Employer Identification No.)

34 Maple Street, Milford, Massachusetts                       01757
(Address of Principal Executive Offices)                    (Zip Code)

                                (508) 478-2000
             (Registrant's Telephone Number, Including Area Code)

                                      N/A
         (Former Name or Former Address, if Changed Since Last Report)


ITEM 9.  REGULATION FD DISCLOSURE

     The purpose of this Form 8-K is to advise with respect to, and provide
     directions to access, presentations dated March 5, 2001 made at the
     Pittsburgh Conference on Analytical and Applied Spectroscopy (Pittcon), for
     informational purposes only. To view these presentations, connect to
     www.waters.com via the worldwide web and access the Corporate section. The
     presentations are under the Investor Presentation tab. The presentations
     summarize the Company's new high performance liquid chromatography, mass
     spectrometry and thermal analysis products being exhibited at Pittcon,
     March 5 - 9. The presentations will be available on the Company's website
     through March 11 and removed at 9 a.m., Eastern Standard Time, on Monday,
     March 12th.

     These products, both existing and planned, are tools used by scientists in
     life science, industrial, and academic laboratories in their pursuit of
     better methods of treating diseases, monitoring the environment and
     manufacturing quality pharmaceuticals, chemicals, plastics, foods,
     beverages and numerous other products. The presentations highlight a number
     of current and planned new products, including but not limited to:

        1. Waters ZQ(TM) Mass Detector, a product introduced in mid-2000,
           which is a smaller, faster and improved benchtop version of the
           predecessor ZMD(TM) Mass Detector.

        2. FractionLynx(TM) Systems and Xterra(TM) Prep Columns, planned new
           products, that expand on the Company's current position in automated
           purification applications.

        3. A planned release of a new version of the Company's existing
           Millennium(R) 32 Software for liquid and gas chromatography data
           management. Version 4.0 of the software incorporates new features for
           controlling the Company's ZQ Mass Detector.

        4. Q Series(TM) Differential Calorimeters, planned new thermal analysis
           products, which measure heat flows and temperatures associated with
           exothermic and endothermic transitions, and are routinely used for
           investigation, selection, comparison and end-use performance of
           materials.

        5. Q Series Thermogravimetric Analyzers, planned new products, which
           measure weight changes in materials as a


           product of temperature (or time) under a controlled atmosphere. Its
           principal uses include measurement of a material's thermal stability
           and composition.

        6. Quattro Micro(TM) System, a planned new triple quadrupole mass
           spectrometer, a more compact version of Micromass' Quattro LC(TM)
           Mass Spectrometer but with similar performance characteristics.

        7. Q-Tof Micro(TM) Mass Spectrometer, a planned smaller version of
           the Micromass Q-Tof(TM) Mass Spectrometer, but with similar
           performance characteristics.

        8. A planned new family of Q-Tof Ultima(TM) Mass Spectrometers for MS-
           MS including the Q-Tof Ultima API, Q-Tof Ultima MALDI, and Q-Tof
           Ultima GLOBAL featuring maximum resolution in the minimum footprint.

        9. M@LDI HT(TM) 2D Gel-Mass Analyzer, a planned new product for
           unattended protein identification of large batches of protein digest
           samples.


     Certain statements contained in the presentations, including references to
     the Registrant's strategy and operating and financial profile, are forward-
     looking.  These statements are subject to various risks and uncertainties,
     many of which are outside the control of the Registrant, including (i)
     changes in relevant portions of the analytical instrument marketplace as a
     result of economic or regulatory influences, (ii) general changes in the
     economy or marketplace including currency fluctuations, in particular with
     regard to the Eurocurrency, (iii) changes in the competitive marketplace,
     including new products or pricing changes by the Registrant's competitors,
     (iv) the ability of the Registrant to generate increased sales and
     profitability from new product introductions, as well as additional risk
     factors set forth in the Registrant's Form 10-K for its fiscal year ended
     December 31, 1999.  Actual results could differ materially from the plans,
     intentions and expectations disclosed in the forward-looking statements the
     Registrant may make, whether because of these factors or for other reasons.
     The Registrant does not assume any obligations to update any forward-
     looking statement.


                                   SIGNATURES

          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 hereunto duly authorized.

                                          WATERS CORPORATION



Dated:  March 5, 2001                     By:     /s/Philip S. Taymor
                                                  ------------------
                                          Name:   Philip S. Taymor
                                          Title:  Senior Vice President and
                                                  Chief Financial Officer