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                                                                 Exhibit 10.35




                                        Name:

                               WATERS CORPORATION

                             STOCK OPTION AGREEMENT



         This STOCK OPTION AGREEMENT is made this 7th day of December, 2000 by
and between Waters Corporation, a Delaware corporation (the "Company") and
{NAME} (the "Optionee"), an employee of Waters Corporation.

         The Committee (as defined in Section 2 of the Plan) has determined that
the Optionee is a key employee of the Company, and that the objectives of the
Waters Corporation Second Amended and Restated 1996 Long-Term Performance
Incentive Plan as amended and restated as of May 7, 1996 (the "Plan"), will be
furthered by the grant of the Option (defined below) pursuant to this Agreement.
Capitalized terms defined in the Plan and not otherwise defined herein shall
have the meaning given such terms in the Plan.

         In consideration of the foregoing and of the mutual undertakings set
forth in this Stock Option Agreement, the Company and the Optionee agree as
follows:

         SECTION 1.      Grant of Option.

         1.1 The Company hereby affirms the grant to the Optionee of an option
(the "Option") to purchase <SHARES> shares of Common Stock, par value $.01 per
share ("Common Stock") of the Company, at a purchase price of $72.0625 per
share.

         1.2 The Option granted hereunder shall be a "nonqualified" stock
option, and is not an "incentive stock option" within the meaning of Section 422
of the Code, subject to Section 83 of the Code.

         SECTION 2.      Exercisability; Vesting.

         2.1 No portion of the Option is vested as of the date hereof. For the
next five years, on each anniversary of the date hereof, 20% of the Option
granted hereunder will vest and such vested portion of the Option will be
exercisable.

         2.2 The Option will terminate on December 7, 2010, in accordance with
the provisions of Section 2.4 of the Plan.

         2.3 If the Optionee terminates his or her employment with the Company
(a) by reason of death or disability (as defined in Paragraph 11 of the Plan),
the Optionee or the beneficiaries thereof, as the case may be, shall have one
year from the date of the Optionee's death or termination by disability, as the
case may be, to exercise any options that were vested and unexercised as of the
date of death or termination (b) by reason of early, normal or deferred
retirement, under an approved retirement program of the Company, the Optionee
shall have 30 days from the date of termination due to such retirement to
exercise any options that were vested
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and unexercised as of the date of termination, (c) due to reasons other than
those specified in clauses (a) through (b) of this Section 2.3, the Optionee
shall have 30 days from the date of termination to exercise any options that
were vested and unexercised as of the date of termination.

         SECTION 3.      Method of Exercise.

         3.1 The Option or any part thereof may be exercised only by giving
written notice to the Company in the form of Exhibit A-1 or Exhibit A-2 hereto
(as appropriate), which notice shall state the election to exercise the Option
and the number of whole shares of Common Stock with respect to which the Option
is being exercised. Subject to Section 3.2 below, such notice must be
accompanied by payment of the full purchase price for the number of shares
purchased.

         3.2 Payment of the purchase price shall be made (i) by certified or
official bank check payable to the Company or (ii) by reduction in the number of
shares of Common Stock to be delivered to Optionee pursuant to the Option by the
number of shares of common stock, the value of which is equal to the exercise
price that would otherwise be payable by the Optionee to the Company (cash-less
Exercise). As soon as it is practicable after it receives payment of the
purchase price, or direction that the Optionee has elected cashless Exercise,
the Company shall deliver to the Optionee a certificate or certificates for the
shares of Common Stock acquired pursuant to the Option.

         SECTION 4.      Transferrability.

         4.1 Except as set forth in Section 4.2 below, no right granted to the
Optionee under the Plan or this Agreement shall be assignable or transferrable
(whether by operation of law or otherwise and whether voluntary or
involuntarily), other than by will or by the laws of descent and distribution.
Except as set forth in Section 4.2 below, all rights granted to the Optionee
under the plan or this Agreement shall be exercisable only by the Optionee or
his estate, heirs or personal representatives.

         4.2 The option granted hereunder may be transferred or assigned by the
Optionee at any time to such Optionee's spouse and/or descendants (whether
natural or adopted) and any trust solely for the benefit of such Optionee and/or
Optionee's spouse, or their respective descendants. Such transfer shall be
effective upon delivery of notice in the form Exhibit B hereto to the Company in
accordance with the notice provisions hereof.

         SECTION 5.      Right of Discharge Reserved.

         Nothing in the Plan or in this Agreement shall confer upon the Optionee
any right to continue in the employ or service of the Company or affect any
right which the Company may have to terminate the employment or services of the
Optionee.

         SECTION 6.      Plan Provisions to Prevail.
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         This Agreement shall be subject to all of the terms and provisions of
the Plan, which are incorporated hereby and made a part hereof. In the event
there is any inconsistency between the provisions of this Agreement and the
Plan, the provisions of the Plan shall govern.

         SECTION 7.      Optionee's Agreements and Acknowledgements.

         By entering into this Agreement the Optionee agrees and acknowledges
that (a) he has received and read a copy of the Plan and accepts this Option
subject to the terms and provisions of the Plan, and (b) that no member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any award thereunder. As a condition to the issuance
of shares of Common Stock under this Option, the Optionee authorizes the Company
to withhold in accordance with applicable law from any regular cash compensation
payable to him any taxes required to be withheld by the Company under federal,
state, or local law as a result of his exercise of this Option.

         SECTION 8.      Section Headings.

         This Section headings contained herein are for the purpose of
convenience only and are not intended to define or limit the contents of said
Sections.

         SECTION 9.      Notices.

         Any notice to be given to the Company hereunder shall be in writing and
shall be addressed to the Secretary of the Company at 34 Maple Street, Milford
Massachusetts, 01757 or at such other address as the Company may hereinafter
designate to the Optionee by notice as provided herein. Any notice to be given
to Optionee shall be given at the address set forth on the first page hereof, or
at such other address as Optionee may hereinafter designate to the Company by
notice as provided herein. Notices hereunder shall be deemed to have been duly
given when personally delivered or mailed by registered or certified mail to the
party entitled to receive them.

         SECTION 10.     Successors and Assigns.

         This Agreement shall be binding upon and inure to the benefit of the
parties hereto and the successors and assigns of the Company and, to the extent
set forth in Section 4.1 and 4.2 the permitted transferees, heirs, personal
representatives, conservator and committee of the Optionee.

         SECTION 11.     Restrictions on shares

         The Company's obligation to issue or deliver any certificate or
certificates for shares of Common Stock under this option, and the
transferability of shares acquired by the exercise of this option, shall be
subject to all of the following conditions:

            (a)   Any registration or other qualification of such shares under
                  any state or federal law or regulation, or the maintaining in
                  effect of any such registration or other qualification which
                  the Company shall, in its absolute discretion upon the advice
                  of counsel, deem necessary or advisable; and
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            (b)   The obtaining of any other consent, approval, or permit from
                  any state or federal governmental agency which the Company
                  shall, in its absolute discretion upon the advice of counsel,
                  determine to be necessary or advisable.

         SECTION 12.     GOVERNING LAW.

         The corporate law of the State of Delaware shall govern all issues
concerning the relative rights of the Company and its stockholders. All other
provisions of this agreement shall be governed by and construed in accordance
with the internal laws of the State of New York, without giving effect to
principles of conflicts of laws or choice of law of the State of New York or any
other jurisdiction which would result in the application of the law of any
jurisdiction other than the State of New York.

         SECTION 13.     Entire Agreement.

         This Agreement hereby supersedes all prior agreements, either written
or oral, between Optionee and the Company or the Company with respect to the
Optionee and any grant of the Options by the Company to the Optionee.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                    WATERS CORPORATION


                                       By:
                                          Name: Douglas Berthiaume
                                          Title: Chief Executive Officer


                                    OPTIONEE:


                                    By:
                                          Name:
                                          Title: