Registration No. 333-
                                                                       --------

              As Filed with the Securities and Exchange Commission
                               on January 26, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------


                               CUNO INCORPORATED
                         -------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                      06-1159240
           --------                                      ----------
(State  or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

                           400 Research Parkway
                           Meriden, Connecticut                      06450
                           --------------------                      -----
                   (Address of Principal Executive Offices)        (Zip Code)

                 CUNO Incorporated 1996 Stock Incentive Plan and
           CUNO Incorporated Non-Employee Directors' Stock Option Plan
           -----------------------------------------------------------
                            (Full title of the plans)

                                 John A. Tomich
                          General Counsel and Secretary
                                CUNO Incorporated
                              400 Research Parkway
                           Meriden, Connecticut 06450
                           --------------------------
                     (Name and address of agent for service)

                                 (203) 237-5541
                                 --------------
          (Telephone number, including area code of agent for service)

                                    Copy to:
                                 Paul G. Hughes
                               Cummings & Lockwood
                                  P.O. Box 120
                               Four Stamford Plaza
                        Stamford, Connecticut 06904-0120


<PAGE>

<TABLE>
<CAPTION>

                                       CALCULATION OF REGISTRATION FEE

==========================================================================================================
Title of Securities       Amount to be       Proposed Maximum       Proposed Maximum          Amount of
 to be Registered      Registered (1)(2)    Offering Price Per     Aggregate Offering     Registration Fee
                                                Share (3)                Price
----------------------------------------------------------------------------------------------------------
<S>                     <C>                      <C>                  <C>                      <C>
Common Stock, $.001     800,000 shares           $28.03               $22,424,000              $5,606
     par value
==========================================================================================================
</TABLE>

(1)      Includes an  indeterminate  number of shares of Common Stock, par value
         $.001 of CUNO  Incorporated  that may be  issuable  by  reason of stock
         splits, stock dividends or similar transactions.  In addition, pursuant
         to Rule 416(c)  under the  Securities  Act of 1933,  this  Registration
         Statement  also  covers  an  indeterminate  number of  interests  to be
         offered  or sold  pursuant  to the  employee  benefit  plans  described
         herein.

(2)      Includes  100,000  shares  which may be  offered or sold under the CUNO
         Incorporated Non-Employee Directors' Stock Option Plan, as amended, and
         700,000 shares which may be offered or sold under the CUNO Incorporated
         1996 Stock Incentive Plan, as amended.

(3)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(c) under the  Securities  Act of 1933 based on the
         average  of the  high  and low sale  prices  of a Common  Share of CUNO
         Incorporated reported on the NASDAQ Stock Market on January 23, 2001.


<PAGE>




                   STATEMENT PURSUANT TO GENERAL INSTRUCTION E
                                       TO
                         FORM S-8 REGISTRATION STATEMENT

         This  Registration  Statement  covers the registration of securities of
the same class as the Common Stock,  $.001 par value, of CUNO  Incorporated (the
"Company")  for which a  registration  statement on Form S-8 (No.  333-39763) is
effective. The contents of the Company's Registration Statement on Form S-8 (No.
333-39763)  are  incorporated  herein by reference.  In accordance  with General
Instruction  E to Form S-8,  this  Registration  Statement  consists only of the
foregoing  statements,  the  opinion  and  consent  filed as Exhibits 5 and 23.1
hereto,  respectively,  the signature page and such information required in this
Registration State that is not in the Company's  Registration  Statement on Form
S-8 (No. 333-39763).


<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents filed by the Company or the CUNO  Incorporated
Savings and Investment Plan with the SEC pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are incorporated by reference:

         (a)      the  Company's  Annual  Report on Form 10-K for the year ended
                  October 31, 2000;

         (b)      the  Annual  Report  on  Form  11-K of the  CUNO  Incorporated
                  Savings and  Investment  Plan for the year ended  December 31,
                  1999; and

         (c)      the description of the Company's Common Stock, par value $.001
                  per share,  with associated  preferred stock purchase  rights,
                  contained  in  the  Company's   Registration  Statement  filed
                  pursuant  to Section 12 of the  Exchange  Act,  including  any
                  subsequent  amendment  or any report  filed for the purpose of
                  updating such description.

         In addition,  all  documents  subsequently  filed by the Company or the
CUNO  Incorporated  Savings  and  Investment  Plan (in the case of the  offer of
interests in such Plan) pursuant to Sections  13(a),  13(c),  14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective  amendment indicating that
all  securities  offered hereby have been sold or  deregistering  all securities
then remaining unsold, shall be deemed to be incorporated by reference and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated herein by reference shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement contained or incorporated herein or in any subsequently filed document
which also is  incorporated  herein by  reference  modifies or  supersedes  such
statement.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         John A. Tomich,  General  Counsel and  Secretary  of the  Company,  has
received and may in the future receive awards under the CUNO  Incorporated  1996
Stock  Incentive  Plan, as amended,  and is eligible to  participate in the CUNO
Incorporated Savings and Investment Plan..

ITEM 8.   EXHIBITS.

Exhibit No.       Description
-----------       -----------

4.1               Amended  and  Restated  Certificate  of  Incorporation  of the
                  Company (incorporated by reference to Exhibit 3.1 to Amendment
                  No. 2 to the Company's  Registration Statement on Form 10 (No.
                  000-21109) (the "Registration Statement"))

4.2               Amended and Restated  By-laws of the Company  (incorporated by
                  reference to Exhibit 3.2 to the Registration Statement)

4.3               CUNO  Incorporated  Shareholder  Rights Plan  (incorporated by
                  reference to Exhibit 4.1 to the Registration Statement)

5.1               Opinion of John A. Tomich



                                      II-1
<PAGE>




5.2               Letter  dated  December  31,  1996 from the  Internal  Revenue
                  Service  with  respect to the CUNO  Incorporated  Savings  and
                  Retirement Plan

23.1              Consent of Ernst & Young LLP

23.2              Consent of John A. Tomich (included in Exhibit 5)

24                Power of attorney of certain  officers  and  directors  of the
                  Company  (included on the signature page to this  Registration
                  Statement)

99.1              CUNO Incorporated 1996 Stock Incentive Plan, as amended to May
                  27, 1999

99.2              CUNO Incorporated  Non-Employee  Directors' Stock Option Plan,
                  as amended to February 1, 2000

ITEM 9.   UNDERTAKINGS.

         (a) The Company hereby undertakes:

             (1) To file,  during any period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                 (i) to include any prospectus  required by Section  10(a)(3) of
the Securities Act;

                 (ii) to reflect in the  prospectus  any facts or events arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

                 (iii) to include any material  information  with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement;

provided,  however,  that the  undertakings set forth in paragraphs (i) and (ii)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or  furnished  to the SEC by the  Company  pursuant  to Section 13 or
Section  15(d) of the  Exchange Act that are  incorporated  by reference in this
Registration Statement.

             (2) That,  for the purpose of determining  any liability  under the
Securities Act, 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.

             (3) To  remove  from  registration  by  means  of a  post-effective
amendment any of the securities being  registered  hereby which remain unsold at
the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) 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.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of  the  Company  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant has been advised that in the opinion of the SEC such  indemnification
is against public policy as expressed in the  Securities Act and is,  therefore,
unenforceable. In the event that a claim for



                                      II-2
<PAGE>


indemnification  against such liabilities (other than the payment by the Company
of expenses  incurred or paid by a director or officer or controlling  person of
the Company 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 Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question of whether such  indemnification by it
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.



























                                      II-3
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  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 Meriden,  State of Connecticut  on January 26,
2001.

                                            CUNO INCORPORATED

                                            By: /s/ FREDERICK C. FLYNN, JR.
                                                -------------------------------
                                                Frederick C. Flynn, Jr.
                                                Senior Vice President - Finance
                                                and Administration and Chief
                                                Financial Officer


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  hereby  constitutes  and appoints  Mark G. Kachur,  Frederick C.
Flynn,  Jr.  and  John A.  Tomich,  and  each  of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and revocation,  in
his place and stead in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same with all exhibits  thereto,  and any 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 he might or could do in person, thereby ratifying and confirming
all that said  attorney-in-fact and agent 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, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.


          Signature                      Title                       Date
          ---------                      -----                       ----

/s/ MARK G. KACHUR               Chairman of the Board,        January 23, 2001
-----------------------------    President and Chief
       Mark G. Kachur            Executive Officer and
                                 Director (principal
                                 executive officer)


/s/ FREDERICK C. FLYNN, JR.      Senior Vice President -       January 23, 2001
-----------------------------    Finance and Administration,
   Frederick C. Flynn, Jr.       Chief Financial Officer
                                 and Controller, and
                                 Director (principal
                                 financial and accounting
                                 officer)


/s/ JOEL B. ALVORD               Director                      January 23, 2001
-----------------------------
       Joel B. Alvord



                                      II-4
<PAGE>




/s/ CHARLES L. COONEY            Director                      January 26, 2001
-----------------------------
      Charles L. Cooney

/s/ JOHN M. GALVIN               Director                      January 26, 2001
-----------------------------
       John M. Galvin

/s/ C. EDWARD MIDGLEY            Director                      January 26, 2001
-----------------------------
     C. Edward Midgley

/s/ DAVID L. SWIFT               Director                      January 26, 2001
-----------------------------
       David L. Swift



                                      II-5
<PAGE>




                                  EXHIBIT INDEX

Exhibit No.      Description
-----------      -----------

4.1              Amended  and  Restated  Certificate  of  Incorporation  of  the
                 Company  (incorporated by reference to Exhibit 3.1 to Amendment
                 No. 2 to the Company's  Registration  Statement on Form 10 (No.
                 000-21109) (the "Registration Statement"))

4.2              Amended and Restated  By-laws of the Company  (incorporated  by
                 reference to Exhibit 3.2 to the Registration Statement)

4.3              CUNO  Incorporated  Shareholder  Rights Plan  (incorporated  by
                 reference to Exhibit 4.1 to the Registration Statement)

5.1              Opinion of John A. Tomich

5.2              Letter  dated  December  31,  1996  from the  Internal  Revenue
                 Service  with  respect  to the CUNO  Incorporated  Savings  and
                 Retirement Plan

23.1             Consent of Ernst & Young LLP

23.2             Consent of John A. Tomich (included in Exhibit 5)

24               Power of  attorney of certain  officers  and  directors  of the
                 Company  (included on the signature  page to this  Registration
                 Statement).

99.1             CUNO  Incorporated 1996 Stock Incentive Plan, as amended to May
                 27, 1999

99.2             CUNO Incorporated Non-Employee Directors' Stock Option Plan, as
                 amended to February 1, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 18558}]
{"company-data": {"conformed-name": "CUNO INC", "cik": "0001019779", "assigned-sic": "3470", "irs-number": "061159240", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54388", "film-number": "1516343"}, "business-address": {"street1": "400 RESEARCH PARKWAY", "city": "MERIDEN", "state": "CT", "zip": "06450", "phone": "2032375541"}, "mail-address": {"street1": "400 RESEARCH PARKWAY", "city": "MERIDEN", "state": "CT", "zip": "06450"}}
Registration No. 333-
                                                                       --------

              As Filed with the Securities and Exchange Commission
                               on January 26, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                               CUNO INCORPORATED
                         -------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                      06-1159240
           --------                                      ----------
(State  or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

                           400 Research Parkway
                           Meriden, Connecticut                      06450
                           --------------------                      -----
                   (Address of Principal Executive Offices)        (Zip Code)

                 CUNO Incorporated 1996 Stock Incentive Plan and
           CUNO Incorporated Non-Employee Directors' Stock Option Plan
           -----------------------------------------------------------
                            (Full title of the plans)

                                 John A. Tomich
                          General Counsel and Secretary
                                CUNO Incorporated
                              400 Research Parkway
                           Meriden, Connecticut 06450
                           --------------------------
                     (Name and address of agent for service)

                                 (203) 237-5541
                                 --------------
          (Telephone number, including area code of agent for service)

                                    Copy to:
                                 Paul G. Hughes
                               Cummings & Lockwood
                                  P.O. Box 120
                               Four Stamford Plaza
                        Stamford, Connecticut 06904-0120
CALCULATION OF REGISTRATION FEE

==========================================================================================================
Title of Securities       Amount to be       Proposed Maximum       Proposed Maximum          Amount of
 to be Registered      Registered (1)(2)    Offering Price Per     Aggregate Offering     Registration Fee
                                                Share (3)                Price
----------------------------------------------------------------------------------------------------------
Common Stock, $.001     800,000 shares           $28.03               $22,424,000              $5,606
     par value
==========================================================================================================
(1)      Includes an  indeterminate  number of shares of Common Stock, par value
         $.001 of CUNO  Incorporated  that may be  issuable  by  reason of stock
         splits, stock dividends or similar transactions.  In addition, pursuant
         to Rule 416(c)  under the  Securities  Act of 1933,  this  Registration
         Statement  also  covers  an  indeterminate  number of  interests  to be
         offered  or sold  pursuant  to the  employee  benefit  plans  described
         herein.

(2)      Includes  100,000  shares  which may be  offered or sold under the CUNO
         Incorporated Non-Employee Directors' Stock Option Plan, as amended, and
         700,000 shares which may be offered or sold under the CUNO Incorporated
         1996 Stock Incentive Plan, as amended.

(3)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(c) under the  Securities  Act of 1933 based on the
         average  of the  high  and low sale  prices  of a Common  Share of CUNO
         Incorporated reported on the NASDAQ Stock Market on January 23, 2001.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
                                       TO
                         FORM S-8 REGISTRATION STATEMENT

         This  Registration  Statement  covers the registration of securities of
the same class as the Common Stock,  $.001 par value, of CUNO  Incorporated (the
"Company")  for which a  registration  statement on Form S-8 (No.  333-39763) is
effective. The contents of the Company's Registration Statement on Form S-8 (No.
333-39763)  are  incorporated  herein by reference.  In accordance  with General
Instruction  E to Form S-8,  this  Registration  Statement  consists only of the
foregoing  statements,  the  opinion  and  consent  filed as Exhibits 5 and 23.1
hereto,  respectively,  the signature page and such information required in this
Registration State that is not in the Company's  Registration  Statement on Form
S-8 (No. 333-39763).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents filed by the Company or the CUNO  Incorporated
Savings and Investment Plan with the SEC pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are incorporated by reference:

         (a)      the  Company's  Annual  Report on Form 10-K for the year ended
                  October 31, 2000;

         (b)      the  Annual  Report  on  Form  11-K of the  CUNO  Incorporated
                  Savings and  Investment  Plan for the year ended  December 31,
                  1999; and

         (c)      the description of the Company's Common Stock, par value $.001
                  per share,  with associated  preferred stock purchase  rights,
                  contained  in  the  Company's   Registration  Statement  filed
                  pursuant  to Section 12 of the  Exchange  Act,  including  any
                  subsequent  amendment  or any report  filed for the purpose of
                  updating such description.

         In addition,  all  documents  subsequently  filed by the Company or the
CUNO  Incorporated  Savings  and  Investment  Plan (in the case of the  offer of
interests in such Plan) pursuant to Sections  13(a),  13(c),  14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective  amendment indicating that
all  securities  offered hereby have been sold or  deregistering  all securities
then remaining unsold, shall be deemed to be incorporated by reference and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated herein by reference shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement contained or incorporated herein or in any subsequently filed document
which also is  incorporated  herein by  reference  modifies or  supersedes  such
statement.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         John A. Tomich,  General  Counsel and  Secretary  of the  Company,  has
received and may in the future receive awards under the CUNO  Incorporated  1996
Stock  Incentive  Plan, as amended,  and is eligible to  participate in the CUNO
Incorporated Savings and Investment Plan..

ITEM 8.   EXHIBITS.

Exhibit No.       Description
-----------       -----------

4.1               Amended  and  Restated  Certificate  of  Incorporation  of the
                  Company (incorporated by reference to Exhibit 3.1 to Amendment
                  No. 2 to the Company's  Registration Statement on Form 10 (No.
                  000-21109) (the "Registration Statement"))

4.2               Amended and Restated  By-laws of the Company  (incorporated by
                  reference to Exhibit 3.2 to the Registration Statement)

4.3               CUNO  Incorporated  Shareholder  Rights Plan  (incorporated by
                  reference to Exhibit 4.1 to the Registration Statement)

5.1               Opinion of John A. Tomich

                                      II-1
5.2               Letter  dated  December  31,  1996 from the  Internal  Revenue
                  Service  with  respect to the CUNO  Incorporated  Savings  and
                  Retirement Plan

23.1              Consent of Ernst & Young LLP

23.2              Consent of John A. Tomich (included in Exhibit 5)

24                Power of attorney of certain  officers  and  directors  of the
                  Company  (included on the signature page to this  Registration
                  Statement)

99.1              CUNO Incorporated 1996 Stock Incentive Plan, as amended to May
                  27, 1999

99.2              CUNO Incorporated  Non-Employee  Directors' Stock Option Plan,
                  as amended to February 1, 2000

ITEM 9.   UNDERTAKINGS.

         (a) The Company hereby undertakes:

             (1) To file,  during any period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                 (i) to include any prospectus  required by Section  10(a)(3) of
the Securities Act;

                 (ii) to reflect in the  prospectus  any facts or events arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

                 (iii) to include any material  information  with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement;

provided,  however,  that the  undertakings set forth in paragraphs (i) and (ii)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or  furnished  to the SEC by the  Company  pursuant  to Section 13 or
Section  15(d) of the  Exchange Act that are  incorporated  by reference in this
Registration Statement.

             (2) That,  for the purpose of determining  any liability  under the
Securities Act, 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.

             (3) To  remove  from  registration  by  means  of a  post-effective
amendment any of the securities being  registered  hereby which remain unsold at
the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) 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.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of  the  Company  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant has been advised that in the opinion of the SEC such  indemnification
is against public policy as expressed in the  Securities Act and is,  therefore,
unenforceable. In the event that a claim for

                                      II-2
indemnification  against such liabilities (other than the payment by the Company
of expenses  incurred or paid by a director or officer or controlling  person of
the Company 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 Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question of whether such  indemnification by it
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  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 Meriden,  State of Connecticut  on January 26,
2001.

                                            CUNO INCORPORATED

                                            By: /s/ FREDERICK C. FLYNN, JR.
                                                -------------------------------
                                                Frederick C. Flynn, Jr.
                                                Senior Vice President - Finance
                                                and Administration and Chief
                                                Financial Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  hereby  constitutes  and appoints  Mark G. Kachur,  Frederick C.
Flynn,  Jr.  and  John A.  Tomich,  and  each  of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and revocation,  in
his place and stead in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same with all exhibits  thereto,  and any 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 he might or could do in person, thereby ratifying and confirming
all that said  attorney-in-fact and agent 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, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

          Signature                      Title                       Date
          ---------                      -----                       ----

/s/ MARK G. KACHUR               Chairman of the Board,        January 23, 2001
-----------------------------    President and Chief
       Mark G. Kachur            Executive Officer and
                                 Director (principal
                                 executive officer)

/s/ FREDERICK C. FLYNN, JR.      Senior Vice President -       January 23, 2001
-----------------------------    Finance and Administration,
   Frederick C. Flynn, Jr.       Chief Financial Officer
                                 and Controller, and
                                 Director (principal
                                 financial and accounting
                                 officer)

/s/ JOEL B. ALVORD               Director                      January 23, 2001
-----------------------------
       Joel B. Alvord

                                      II-4
/s/ CHARLES L. COONEY            Director                      January 26, 2001
-----------------------------
      Charles L. Cooney

/s/ JOHN M. GALVIN               Director                      January 26, 2001
-----------------------------
       John M. Galvin

/s/ C. EDWARD MIDGLEY            Director                      January 26, 2001
-----------------------------
     C. Edward Midgley

/s/ DAVID L. SWIFT               Director                      January 26, 2001
-----------------------------
       David L. Swift

                                      II-5
EXHIBIT INDEX

Exhibit No.      Description
-----------      -----------

4.1              Amended  and  Restated  Certificate  of  Incorporation  of  the
                 Company  (incorporated by reference to Exhibit 3.1 to Amendment
                 No. 2 to the Company's  Registration  Statement on Form 10 (No.
                 000-21109) (the "Registration Statement"))

4.2              Amended and Restated  By-laws of the Company  (incorporated  by
                 reference to Exhibit 3.2 to the Registration Statement)

4.3              CUNO  Incorporated  Shareholder  Rights Plan  (incorporated  by
                 reference to Exhibit 4.1 to the Registration Statement)

5.1              Opinion of John A. Tomich

5.2              Letter  dated  December  31,  1996  from the  Internal  Revenue
                 Service  with  respect  to the CUNO  Incorporated  Savings  and
                 Retirement Plan

23.1             Consent of Ernst & Young LLP

23.2             Consent of John A. Tomich (included in Exhibit 5)

24               Power of  attorney of certain  officers  and  directors  of the
                 Company  (included on the signature  page to this  Registration
                 Statement).

99.1             CUNO  Incorporated 1996 Stock Incentive Plan, as amended to May
                 27, 1999

99.2             CUNO Incorporated Non-Employee Directors' Stock Option Plan, as
                 amended to February 1, 2000