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                                                                   Exhibit 10.17

                                 FIRST AMENDMENT
                                     TO THE
                  WATERS CORPORATION 2003 EQUITY INCENTIVE PLAN

         WHEREAS, Waters Corporation (the "Company") has established and
maintains an equity incentive plan for the benefit of certain employees,
consultants and directors of the Company entitled the Waters Corporation 2003
Equity Incentive Plan (the "Plan"); and

         WHEREAS, the Company desires to amend the Plan;

         NOW THEREFORE, in accordance with the power of amendment contained in
Section 13 of the Plan, the Plan is hereby amended, effective as of December 11,
2003, as follows:

         1.       Section 7.1(g) of the Plan is hereby amended to read in its
entirety as follows:

                                    "(g)     Method of Exercise. An Option may
                           be exercised by the Optionee giving written notice,
                           in the manner provided in Section 14, specifying the
                           number of shares with respect to which the Option is
                           then being exercised. The notice shall be accompanied
                           by payment in the form of cash or check payable to
                           the order of the Company in an amount equal to the
                           exercise price of the shares to be purchased or, to
                           the extent not prohibited by applicable law and if
                           the Committee had so authorized on the grant of an
                           Incentive Option or on or after grant of a
                           Nonstatutory Option (and subject to such conditions),
                           if any, as the Committee may deem necessary to avoid
                           adverse accounting effects to the Company) by
                           delivery to the Company of shares of Common Stock
                           having a Market Value equal to the exercise price of
                           the shares to be purchased. To the extent permitted
                           by applicable law, payment of any exercise price may
                           also be made through and under the terms and
                           conditions of any formal cashless exercise program
                           authorized by the Company entailing the sale of the
                           Stock subject to an Option in a brokered transaction
                           (other than to the Company). Receipt by the Company
                           of such notice and payment in any authorized or
                           combination of authorized means shall constitute the
                           exercise of the Option. Within thirty (30) days
                           thereafter but subject to the remaining provisions of
                           the Plan, the Company shall deliver or cause to be
                           delivered to the Optionee or his agent a certificate
                           or certificates for the number of shares then being
                           purchased. Such shares shall be fully paid and
                           nonassessable."

         2.       Section 7.2(d) of the Plan is hereby amended to read in its
entirety as follows:

                                    "(d)     Restrictions and Restriction
                           Period. During the Restriction Period applicable to
                           shares of Restricted Stock, such shares shall be
                           subject to limitations on transferability and a Risk
                           of Forfeiture arising on the basis of such conditions
                           related to the performance of services, Company or
                           Affiliate performance or otherwise as the Committee
                           may determine and provide for in the applicable Award
                           Agreement. No Award of Restricted Stock shall have a
                           Restriction Period of less than 3 years except: (i)
                           as may be recommended by the Committee and approved
                           by the Board or (ii) with respect to any Award of
                           Restricted Stock which provides solely for a
                           performance-based Risk of Forfeiture, so long as such
                           Award has a Restriction Period of at least 1 year.
                           Notwithstanding the foregoing, the Committee may
                           recommend, subject to

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                           Board approval, the issuance of a Restricted Stock
                           Award having a Restriction Period of less than 1 year
                           (in the case of an Award of Restricted Stock which
                           provides solely for a performance-based Risk of
                           Forfeiture) or 3 years (with respect to all other
                           Awards of Restricted Stock), up to a maximum of 5% of
                           the shares reserved for issuance pursuant to the
                           Plan. Any Risk of Forfeiture applicable to an Award
                           of Restricted Stock may be waived or terminated, or
                           the Restriction Period shortened, by the Committee in
                           connection with such extraordinary circumstances as
                           it deems appropriate."

         IN WITNESS WHEREOF, the Company has caused this amendment to be signed
on its behalf by its duly authorized representative this 11th day of December,
2003.

                                    WATERS CORPORATION

                                    /s/ Brian K. Mazar
                                    -----------------------------------
                                    By:  Brian K. Mazar
                                    Its: Senior Vice President, Human Resources

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