================================================================================
                                        

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                       ----------------------------------

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

                          P A L L  C O R P O R A T I O N
             (Exact name of registrant as specified in its charter)

            New York                                   11-1541330
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

                             2200 Northern Boulevard
                           East Hills, New York 11548
                    (Address of Principal Executive Offices)

                                PALL CORPORATION
                         1998 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                          Mary Ann Bartlett, Secretary
                                Pall Corporation
                             2200 Northern Boulevard
                           East Hills, New York 11548
                     (Name and address of agent for service)

                                 (516) 484-5400
          (Telephone number, including area code, of agent for service)

                                ----------------
                                    Copy to:
                            CARTER, LEDYARD & MILBURN
                                  2 Wall Street
                          New York, New York 10005-2072
                        Attention: Heywood Shelley, Esq.

                                  -------------




                               

<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

======================================================================================================================

                                                          Proposed                  Proposed                Amount of
Title of securities           Amount to be             maximum offering         maximum aggregate         registration
 to be  registered             registered               price per share           offering price              fee
----------------------------------------------------------------------------------------------------------------------

<S>                            <C>                        <C>                     <C>                      <C> 
Common Stock,
  $.10 par value               4,000,000 shs.             $23.75(1)               $95,000,000(1)           $26,410.00

Common Share
Purchase Rights                4,000,000 rights            --   (2)                   --     (2)                None
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Calculated  pursuant  to Rule  457(h)  upon the basis of the average of the
     high and low  prices  ($24 and $23 1/2 of a share  of the  Common  Stock as
     reported for New York Stock Exchange composite transactions on November 27,
     1998. No options are currently outstanding under the Plan.

(2)  Included in the offering price of the Common Stock being registered hereby.
     Until the Distribution  Date, as defined in the Rights Agreement  providing
     for the Common Share Purchase Rights, such Rights will be transferable only
     with the Common Stock and will be evidenced by the certificates  evidencing
     the Common Stock.
--------------------------------------------------------------------------------

     This Registration  Statement shall become effective immediately upon filing
as provided in Rule 462 under the Securities Act of 1933.



                                        2

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the following  documents  filed by it with the Commission  (Commission
File No. 1-4311):

          (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal year
     ended August 1, 1998; and

          (b) The descriptions of the Common Stock and the Common Share Purchase
     Rights  of  the  Registrant  contained  in  the  Registrant's  Registration
     Statements on Form 8-A, both dated September 10, 1992, for the registration
     of the Common  Stock and the  Common  Share  Purchase  Rights  pursuant  to
     Section 12(b) of the Securities  Exchange Act of 1934 (the "Exchange Act"),
     and  any  updates  of  such  descriptions  contained  in  any  registration
     statement,  report or amendment  thereto of the Registrant  hereafter filed
     under the Exchange Act.

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered hereby have been sold, or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be  incorporated by reference in and
made a part of this  Registration  Statement  from  the date of  filing  of such
documents.


Item 4.   Description of Securities.

     Not required.


Item 5.   Interests of Named Experts and Counsel.

     Carter,  Ledyard  &  Milburn,  counsel  for the  Registrant,  has given the
opinion  being  filed as  Exhibit  5 to this  Registration  Statement  as to the
legality of the securities being registered hereby. Heywood Shelley,  counsel to
Carter,  Ledyard & Milburn,  is a director  of the  Registrant  and the owner of
12,000 shares of the  Registrant's  Common Stock.  In addition,  Mr. Shelley has
been granted  options by the Registrant to purchase an additional  30,000 shares
of Common  Stock and is  eligible,  as a  non-employee  director,  to be granted
further options under the Stock Option Plan for Non-Employee Directors.




                                        3

<PAGE>



Item 6.   Indemnification of Directors and Officers.

     Reference is made to Sections  721 through 725 of the Business  Corporation
Law of the State of New York, the  registrant's  jurisdiction of  incorporation,
which  provides for  indemnification  of directors  and officers  under  certain
circumstances.

     Section 7.02 of the Registrant's Bylaws provides as follows:

          "Indemnification.  The Corporation  shall indemnify any person made or
     threatened to be made a party to any action or proceeding, whether civil or
     criminal  (and whether or not by or in the right of the  corporation  or of
     any other  corporation  of any type or kind,  domestic or  foreign,  or any
     partnership,   joint  venture,   trust,  employee  benefit  plan  or  other
     enterprise),  by  reason  of the fact that such  person,  his  testator  or
     intestate, is or was a director or officer of the corporation or served any
     other  corporation  of any  type  or  kind,  domestic  or  foreign,  or any
     partnership,   joint  venture,   trust,  employee  benefit  plan  or  other
     enterprise  in any  capacity  at the  request of the  corporation,  against
     judgments,  fines,  amounts paid in  settlement  and  reasonable  expenses,
     including attorneys' fees, actually and necessarily incurred as a result of
     such action or  proceeding,  or any appeal  therein,  provided  that (i) no
     indemnification  may be made to or on behalf of any person if a judgment or
     other final  adjudication  adverse to such person establishes that his acts
     were  committed  in bad faith or were the result of active  and  deliberate
     dishonesty and were material to the cause of action so adjudicated, or that
     he personally gained in fact a financial profit or other advantage to which
     he was not legally entitled;  (ii) no indemnification  shall be required in
     connection  with the  settlement  of any  pending or  threatened  action or
     proceeding,  or any other disposition  thereof except a final adjudication,
     unless  the   corporation   has  consented  to  such  settlement  or  other
     disposition,  and (iii) the corporation shall not be obligated to indemnify
     any person by reason of the  adoption  of this  Section  7.02 if and to the
     extent  such  person  is  entitled  to be  indemnified  under a  policy  of
     insurance as such policy would apply in the absence of the adoption of this
     Section 7.02.

          "Reasonable expenses, including attorneys' fees, incurred in defending
     any action or proceeding,  whether threatened or pending,  shall be paid or
     reimbursed by the corporation in advance of the final  disposition  thereof
     upon  receipt  of an  undertaking  by or on  behalf of the  person  seeking
     indemnification  to repay such amount to the corporation to the extent,  if
     any, such person is ultimately found not to be entitled to indemnification.

          "Notwithstanding any other provision hereof, no amendment or repeal of
     this  Section  7.02,  or any  other  corporate  action or  agreement  which
     prohibits or otherwise limits the right of any person to indemnification or
     advancement or reimbursement of expenses  hereunder,  shall be effective as
     to any person  until the 60th day  following  notice to such person of such
     action,  and no such  amendment  or  repeal  or other  corporate  action or
     agreement  shall deprive any person of any right  hereunder  arising out of
     any alleged or actual act or omission occurring prior to such 60th day.



                                        4

<PAGE>



          "The corporation is hereby authorized,  but shall not be required,  to
     enter into  agreements  with any of its  directors,  officers or  employees
     providing for rights to  indemnification  and advancement and reimbursement
     of reasonable expenses,  including attorneys' fees, to the extent permitted
     by law,  but the  corporation's  failure  to do so shall not in any  manner
     affect or limit the rights provided for by this Section 7.02 or otherwise.

          "For purposes of this Section 7.02, the term 'the  corporation'  shall
     include any legal successor to the  corporation,  including any corporation
     which acquires all or substantially all of the assets of the corporation in
     one  or  more  transactions.   For  purposes  of  this  Section  7.02,  the
     corporation shall be deemed to have requested a person to serve an employee
     benefit  plan  where the  performance  by such  person of his duties to the
     corporation or any subsidiary  thereof also imposes duties on, or otherwise
     involves   services  by,  such  person  to  the  plan  or  participants  or
     beneficiaries  of the plan,  and excise  taxes  assessed  on a person  with
     respect to an employee  benefit plan  pursuant to  applicable  law shall be
     considered fines.

          "The  rights  granted   pursuant  to  or  provided  by  the  foregoing
     provisions  of this  Section  7.02 shall be in addition to and shall not be
     exclusive of any other rights to indemnification  and expenses to which any
     such person may otherwise be entitled by law, contract or otherwise."

     The  Registrant  has policies  insuring its officers and directors  against
certain civil  liabilities,  including  liabilities  under the Securities Act of
1933.


Item 7.   Exemption from Registration Claimed.

     Not applicable.


Item 8.   Exhibits.

     The  index to  exhibits  appears  on the  page  immediately  following  the
signature pages of this Registration Statement.


Item 9.   Undertakings.

     (1) The undersigned Registrant hereby undertakes:

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




                                        5

<PAGE>



          (i) to include  any  prospectus  required  by section  10(a)(3) of the
     Securities Act of 1933,  unless the information  required to be included in
     such  post-effective  amendment is contained in periodic reports filed with
     or furnished to the Commission by the Registrant  pursuant to Section 13 or
     15(d) of the Exchange Act and incorporated herein by reference;

          (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 hereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in the  information  set  forth  in this
     Registration  Statement,  unless the information required to be included in
     such  post-effective  amendment is contained in periodic reports filed with
     or furnished to the Commission by the Registrant  pursuant to Section 13 or
     15(d) of the Exchange Act and incorporated herein by reference;

          (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.

     (b) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

     (d)  That,  for  the  purposes  of  determining  any  liability  under  the
Securities Act of 1933, each filing of the  Registrant's  annual report pursuant
to Section  13(a) or Section 15(d) of the Exchange Act that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to the  provisions  described  in  Item 6  above,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  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 Registrant 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  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.




                                        6

<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, 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 Village of East Hills, State of New York, on the 30th day of
November, 1998.


                                            PALL CORPORATION



                                            By: /s/Jeremy Hayward-Surry       
                                                -----------------------       
                                                Jeremy Hayward-Surry
                                                President



                                POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes Eric Krasnoff,
Jeremy  Hayward-Surry and Mary Ann Bartlett,  and each of them singly,  his true
and  lawful  attorneys-in-fact  with full  power to  execute in the name of such
person, in the capacities stated below, and to file, such one or more amendments
to  this  Registration  Statement  as  the  Registrant  deems  appropriate,  and
generally to do all such things in the name and on behalf of such person, in the
capacities  stated below, to enable the Registrant to comply with the provisions
of the  Securities  Act  of  1933,  as  amended,  and  all  requirements  of the
Securities and Exchange Commission thereunder,  and hereby ratifies and confirms
the signature of such person as it may be signed by said  attorneys-in-fact,  or
any one of them, to any and all amendments to this Registration Statement.

                              -------------------

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  and the above  power of  attorney  have been  signed on
November 30, 1998, by the following persons in the capacities indicated.




                                       7

<PAGE>




     Signature                                   Title
     ---------                                   -----


/s/Eric Krasnoff
----------------                            Chairman and Chief Executive
Eric Krasnoff                                 Officer (Principal Executive
                                              Officer) and Director



/s/John Adamovich
-----------------                           Chief Financial Officer,
John Adamovich                               Group Vice President and Treasurer
                                             (Principal Financial Officer)



/s/Viraj Patel
--------------                              Chief Corporate Accountant
Viraj Patel                                 (Principal Accounting Officer)



/s/Abraham Appel
----------------                                     Director
Abraham Appel



/s/John H.F. Haskell, Jr.
-------------------------                            Director
John H.F. Haskell, Jr.



/s/Ulric Haynes, Jr.
--------------------                                 Director
Ulric Haynes, Jr.



/s/Jeremy Hayward-Surry
-----------------------                              Director
Jeremy Hayward-Surry




                                        8

<PAGE>



     Signature                                       Title
     ---------                                       -----


/s/Edwin W. Martin, Jr.
-----------------------
Edwin W. Martin, Jr.                                 Director




/s/Katharine L. Plourde
-----------------------                              Director
Katharine L. Plourde



/s/Chesterfield F. Seibert
--------------------------                           Director
Chesterfield F. Seibert



/s/Heywood Shelley
------------------                                   Director
Heywood Shelley



/s/Alan B. Slifka
-----------------                                    Director
Alan B. Slifka



/s/James D. Watson
------------------                                   Director
James D. Watson




                                        9

<PAGE>



                                  EXHIBIT INDEX



Exhibit No.
-----------
(4)*                      Rights  Agreement  dated  as  of  November  17,  1989,
                          between the Registrant and United States Trust Company
                          of New York,  as Rights  Agent,  filed as Exhibit I to
                          the  Registrant's  Registration  Statement on Form 8-A
                          (File No.  1-4311) dated  September 10, 1992,  for the
                          registration  of  the  Common  Share  Purchase  Rights
                          pursuant to Section 12(b) of the  Securities  Exchange
                          Act of 1934

(5)                       Opinion of Carter, Ledyard & Milburn             

(23)(a)                   Consent of Carter, Ledyard & Milburn
                          (included in Exhibit 5)

(23)(b)                   Consent of KPMG Peat Marwick LLP                 

(24)                      Powers of Attorney (included in the signature page of 
                          this Registration Statement)

(99)                      Pall Corporation 1998 Employee Stock Option Plan

---------
*  Incorporated herein by reference.







                                       10
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{"company-data": {"conformed-name": "PALL CORP", "cik": "0000075829", "assigned-sic": "3569", "irs-number": "111541330", "state-of-incorporation": "NY", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68371", "film-number": "98764044"}, "business-address": {"street1": "2200 NORTHERN BLVD", "city": "EAST HILLS", "state": "NY", "zip": "11548", "phone": "5164845400"}, "mail-address": {"street1": "2200 NORTHERN BLVD", "city": "EAST HILLS", "state": "NY", "zip": "11548"}}
================================================================================
                                        

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                       ----------------------------------

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

                          P A L L  C O R P O R A T I O N
             (Exact name of registrant as specified in its charter)

            New York                                   11-1541330
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

                             2200 Northern Boulevard
                           East Hills, New York 11548
                    (Address of Principal Executive Offices)

                                PALL CORPORATION
                         1998 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                          Mary Ann Bartlett, Secretary
                                Pall Corporation
                             2200 Northern Boulevard
                           East Hills, New York 11548
                     (Name and address of agent for service)

                                 (516) 484-5400
          (Telephone number, including area code, of agent for service)

                                ----------------
                                    Copy to:
                            CARTER, LEDYARD & MILBURN
                                  2 Wall Street
                          New York, New York 10005-2072
                        Attention: Heywood Shelley, Esq.

                                  -------------
CALCULATION OF REGISTRATION FEE

======================================================================================================================

                                                          Proposed                  Proposed                Amount of
Title of securities           Amount to be             maximum offering         maximum aggregate         registration
 to be  registered             registered               price per share           offering price              fee
----------------------------------------------------------------------------------------------------------------------
Common Stock,
  $.10 par value               4,000,000 shs.             $23.75(1)               $95,000,000(1)           $26,410.00

Common Share
Purchase Rights                4,000,000 rights            --   (2)                   --     (2)                None
---------------------------------------------------------------------------------------------------------------------
(1)  Calculated  pursuant  to Rule  457(h)  upon the basis of the average of the
     high and low  prices  ($24 and $23 1/2 of a share  of the  Common  Stock as
     reported for New York Stock Exchange composite transactions on November 27,
     1998. No options are currently outstanding under the Plan.

(2)  Included in the offering price of the Common Stock being registered hereby.
     Until the Distribution  Date, as defined in the Rights Agreement  providing
     for the Common Share Purchase Rights, such Rights will be transferable only
     with the Common Stock and will be evidenced by the certificates  evidencing
     the Common Stock.
--------------------------------------------------------------------------------

     This Registration  Statement shall become effective immediately upon filing
as provided in Rule 462 under the Securities Act of 1933.

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the following  documents  filed by it with the Commission  (Commission
File No. 1-4311):

          (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal year
     ended August 1, 1998; and

          (b) The descriptions of the Common Stock and the Common Share Purchase
     Rights  of  the  Registrant  contained  in  the  Registrant's  Registration
     Statements on Form 8-A, both dated September 10, 1992, for the registration
     of the Common  Stock and the  Common  Share  Purchase  Rights  pursuant  to
     Section 12(b) of the Securities  Exchange Act of 1934 (the "Exchange Act"),
     and  any  updates  of  such  descriptions  contained  in  any  registration
     statement,  report or amendment  thereto of the Registrant  hereafter filed
     under the Exchange Act.

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered hereby have been sold, or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be  incorporated by reference in and
made a part of this  Registration  Statement  from  the date of  filing  of such
documents.

Item 4.   Description of Securities.

     Not required.

Item 5.   Interests of Named Experts and Counsel.

     Carter,  Ledyard  &  Milburn,  counsel  for the  Registrant,  has given the
opinion  being  filed as  Exhibit  5 to this  Registration  Statement  as to the
legality of the securities being registered hereby. Heywood Shelley,  counsel to
Carter,  Ledyard & Milburn,  is a director  of the  Registrant  and the owner of
12,000 shares of the  Registrant's  Common Stock.  In addition,  Mr. Shelley has
been granted  options by the Registrant to purchase an additional  30,000 shares
of Common  Stock and is  eligible,  as a  non-employee  director,  to be granted
further options under the Stock Option Plan for Non-Employee Directors.

                                        3
Item 6.   Indemnification of Directors and Officers.

     Reference is made to Sections  721 through 725 of the Business  Corporation
Law of the State of New York, the  registrant's  jurisdiction of  incorporation,
which  provides for  indemnification  of directors  and officers  under  certain
circumstances.

     Section 7.02 of the Registrant's Bylaws provides as follows:

          "Indemnification.  The Corporation  shall indemnify any person made or
     threatened to be made a party to any action or proceeding, whether civil or
     criminal  (and whether or not by or in the right of the  corporation  or of
     any other  corporation  of any type or kind,  domestic or  foreign,  or any
     partnership,   joint  venture,   trust,  employee  benefit  plan  or  other
     enterprise),  by  reason  of the fact that such  person,  his  testator  or
     intestate, is or was a director or officer of the corporation or served any
     other  corporation  of any  type  or  kind,  domestic  or  foreign,  or any
     partnership,   joint  venture,   trust,  employee  benefit  plan  or  other
     enterprise  in any  capacity  at the  request of the  corporation,  against
     judgments,  fines,  amounts paid in  settlement  and  reasonable  expenses,
     including attorneys' fees, actually and necessarily incurred as a result of
     such action or  proceeding,  or any appeal  therein,  provided  that (i) no
     indemnification  may be made to or on behalf of any person if a judgment or
     other final  adjudication  adverse to such person establishes that his acts
     were  committed  in bad faith or were the result of active  and  deliberate
     dishonesty and were material to the cause of action so adjudicated, or that
     he personally gained in fact a financial profit or other advantage to which
     he was not legally entitled;  (ii) no indemnification  shall be required in
     connection  with the  settlement  of any  pending or  threatened  action or
     proceeding,  or any other disposition  thereof except a final adjudication,
     unless  the   corporation   has  consented  to  such  settlement  or  other
     disposition,  and (iii) the corporation shall not be obligated to indemnify
     any person by reason of the  adoption  of this  Section  7.02 if and to the
     extent  such  person  is  entitled  to be  indemnified  under a  policy  of
     insurance as such policy would apply in the absence of the adoption of this
     Section 7.02.

          "Reasonable expenses, including attorneys' fees, incurred in defending
     any action or proceeding,  whether threatened or pending,  shall be paid or
     reimbursed by the corporation in advance of the final  disposition  thereof
     upon  receipt  of an  undertaking  by or on  behalf of the  person  seeking
     indemnification  to repay such amount to the corporation to the extent,  if
     any, such person is ultimately found not to be entitled to indemnification.

          "Notwithstanding any other provision hereof, no amendment or repeal of
     this  Section  7.02,  or any  other  corporate  action or  agreement  which
     prohibits or otherwise limits the right of any person to indemnification or
     advancement or reimbursement of expenses  hereunder,  shall be effective as
     to any person  until the 60th day  following  notice to such person of such
     action,  and no such  amendment  or  repeal  or other  corporate  action or
     agreement  shall deprive any person of any right  hereunder  arising out of
     any alleged or actual act or omission occurring prior to such 60th day.

                                        4
"The corporation is hereby authorized,  but shall not be required,  to
     enter into  agreements  with any of its  directors,  officers or  employees
     providing for rights to  indemnification  and advancement and reimbursement
     of reasonable expenses,  including attorneys' fees, to the extent permitted
     by law,  but the  corporation's  failure  to do so shall not in any  manner
     affect or limit the rights provided for by this Section 7.02 or otherwise.

          "For purposes of this Section 7.02, the term 'the  corporation'  shall
     include any legal successor to the  corporation,  including any corporation
     which acquires all or substantially all of the assets of the corporation in
     one  or  more  transactions.   For  purposes  of  this  Section  7.02,  the
     corporation shall be deemed to have requested a person to serve an employee
     benefit  plan  where the  performance  by such  person of his duties to the
     corporation or any subsidiary  thereof also imposes duties on, or otherwise
     involves   services  by,  such  person  to  the  plan  or  participants  or
     beneficiaries  of the plan,  and excise  taxes  assessed  on a person  with
     respect to an employee  benefit plan  pursuant to  applicable  law shall be
     considered fines.

          "The  rights  granted   pursuant  to  or  provided  by  the  foregoing
     provisions  of this  Section  7.02 shall be in addition to and shall not be
     exclusive of any other rights to indemnification  and expenses to which any
     such person may otherwise be entitled by law, contract or otherwise."

     The  Registrant  has policies  insuring its officers and directors  against
certain civil  liabilities,  including  liabilities  under the Securities Act of
1933.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     The  index to  exhibits  appears  on the  page  immediately  following  the
signature pages of this Registration Statement.

Item 9.   Undertakings.

     (1) The undersigned Registrant hereby undertakes:

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

                                        5
(i) to include  any  prospectus  required  by section  10(a)(3) of the
     Securities Act of 1933,  unless the information  required to be included in
     such  post-effective  amendment is contained in periodic reports filed with
     or furnished to the Commission by the Registrant  pursuant to Section 13 or
     15(d) of the Exchange Act and incorporated herein by reference;

          (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 hereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in the  information  set  forth  in this
     Registration  Statement,  unless the information required to be included in
     such  post-effective  amendment is contained in periodic reports filed with
     or furnished to the Commission by the Registrant  pursuant to Section 13 or
     15(d) of the Exchange Act and incorporated herein by reference;

          (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.

     (b) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

     (d)  That,  for  the  purposes  of  determining  any  liability  under  the
Securities Act of 1933, each filing of the  Registrant's  annual report pursuant
to Section  13(a) or Section 15(d) of the Exchange Act that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to the  provisions  described  in  Item 6  above,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  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 Registrant 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  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                        6
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 Village of East Hills, State of New York, on the 30th day of
November, 1998.

                                            PALL CORPORATION

                                            By: /s/Jeremy Hayward-Surry       
                                                -----------------------       
                                                Jeremy Hayward-Surry
                                                President

                                POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes Eric Krasnoff,
Jeremy  Hayward-Surry and Mary Ann Bartlett,  and each of them singly,  his true
and  lawful  attorneys-in-fact  with full  power to  execute in the name of such
person, in the capacities stated below, and to file, such one or more amendments
to  this  Registration  Statement  as  the  Registrant  deems  appropriate,  and
generally to do all such things in the name and on behalf of such person, in the
capacities  stated below, to enable the Registrant to comply with the provisions
of the  Securities  Act  of  1933,  as  amended,  and  all  requirements  of the
Securities and Exchange Commission thereunder,  and hereby ratifies and confirms
the signature of such person as it may be signed by said  attorneys-in-fact,  or
any one of them, to any and all amendments to this Registration Statement.

                              -------------------

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  and the above  power of  attorney  have been  signed on
November 30, 1998, by the following persons in the capacities indicated.

                                       7
Signature                                   Title
     ---------                                   -----

/s/Eric Krasnoff
----------------                            Chairman and Chief Executive
Eric Krasnoff                                 Officer (Principal Executive
                                              Officer) and Director

/s/John Adamovich
-----------------                           Chief Financial Officer,
John Adamovich                               Group Vice President and Treasurer
                                             (Principal Financial Officer)

/s/Viraj Patel
--------------                              Chief Corporate Accountant
Viraj Patel                                 (Principal Accounting Officer)

/s/Abraham Appel
----------------                                     Director
Abraham Appel

/s/John H.F. Haskell, Jr.
-------------------------                            Director
John H.F. Haskell, Jr.

/s/Ulric Haynes, Jr.
--------------------                                 Director
Ulric Haynes, Jr.

/s/Jeremy Hayward-Surry
-----------------------                              Director
Jeremy Hayward-Surry

                                        8
Signature                                       Title
     ---------                                       -----

/s/Edwin W. Martin, Jr.
-----------------------
Edwin W. Martin, Jr.                                 Director

/s/Katharine L. Plourde
-----------------------                              Director
Katharine L. Plourde

/s/Chesterfield F. Seibert
--------------------------                           Director
Chesterfield F. Seibert

/s/Heywood Shelley
------------------                                   Director
Heywood Shelley

/s/Alan B. Slifka
-----------------                                    Director
Alan B. Slifka

/s/James D. Watson
------------------                                   Director
James D. Watson

                                        9
EXHIBIT INDEX

Exhibit No.
-----------
(4)*                      Rights  Agreement  dated  as  of  November  17,  1989,
                          between the Registrant and United States Trust Company
                          of New York,  as Rights  Agent,  filed as Exhibit I to
                          the  Registrant's  Registration  Statement on Form 8-A
                          (File No.  1-4311) dated  September 10, 1992,  for the
                          registration  of  the  Common  Share  Purchase  Rights
                          pursuant to Section 12(b) of the  Securities  Exchange
                          Act of 1934

(5)                       Opinion of Carter, Ledyard & Milburn             

(23)(a)                   Consent of Carter, Ledyard & Milburn
                          (included in Exhibit 5)

(23)(b)                   Consent of KPMG Peat Marwick LLP                 

(24)                      Powers of Attorney (included in the signature page of 
                          this Registration Statement)

(99)                      Pall Corporation 1998 Employee Stock Option Plan

---------
*  Incorporated herein by reference.

                                       10