Falling Waters is a census-designated place (CDP) on the Potomac River in Berkeley County, West Virginia, United States.

An 1887 Scientific American article claimed that the first U.S. railroad was built in Falling Waters in 1814.

Because of its location between Hagerstown and Martinsburg on the Potomac River, Falling Waters is a predominantly residential community with numerous historic residences, some of which are listed on the National Register of Historic Places.

Recently the community has had a boom in new residential construction as many people use Falling Waters as a bedroom community to commute to cities nearby and as far as Washington, D.C. and Baltimore.

Falling Waters was the site of two battles during the American Civil War: In the latter engagement on the Maryland side of the river, Confederate general J. Johnston Pettigrew, a key leader of Pickett's Charge, was mortally wounded by Union cavalry under George Armstrong Custer.