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

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                        UNITED STATES FILTER CORPORATION
             (Exact name of registrant as specified in its charter)

            DELAWARE                                   33-0266015
(State or other jurisdiction of             (I.R.S. Employer Idnetification No.)
 incorportaion or organization)

           40-004 COOK STREET
         PALM DESERT, CALIFORNIA                           92211
(Address of principal executive offices)                 (Zip Code)

                         1991 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                            DAMIAN C. GEORGINO, ESQ.
              EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
                        UNITED STATES FILTER CORPORATION
                               40-004 COOK STREET
                          PALM DESERT, CALIFORNIA 92211
                     (Name and address of agent for service)

                                 (760) 340-0098
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                        PROPOSED       PROPOSED
     TITLE OF                           MAXIIMUM        MAXIMUM       AMOUNT OF
    SECURITIES        AMOUNT TO       OFFERING PRICE   AGGREGATE    REGISTRATION
 TO BE REGISTERED   BE REGISTERED      PER SHARE     OFFERING PRICE     FEE
--------------------------------------------------------------------------------
Common Stock, par    1,313,846        $20.25(1)      $26,605,381      $7,396.30
value $.01 per     
share                1,186,154         11.50(2)      $13,640,771      $3,792.14 

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

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(c).  The fee is  calculated  on the basis of the average of
the high and low prices for the Common Stock of United States Filter Corporation
on November 13, 1998 as reported on the New York Stock Exchange Composite Tape.

(2) The  registration  fee for shares of Common Stock  issuable upon exercise of
outstanding  options under the plan was calculated pursuant to Rule 457(h) using
the price at which such options may be exercised.
--------------------------------------------------------------------------------


<PAGE>


                                      
      This  Registration  Statement  is being filed to  register  an  additional
2,500,000  shares  of Common  Stock of United  States  Filter  Corporation  (the
"Company") as a result of an increase in the number of shares issuable under the
Company's 1991 Employee Stock Option Plan. The earlier  Registration  Statements
on Form S-8 filed by the Company with the  Commission  on July 8, 1992 (File No.
33-49382),  December 31, 1992 (File No.  33-56744),  December 23, 1993 (File No.
33-73542),  February  22, 1995 (File No.  33-89662),  October 10, 1995 (File No.
33-63285 ) and November 13, 1996  (333-16083)  pertaining to the Company's  1991
Employee  Stock  Option  Plan  are  hereby   incorporated  by  reference.   This
incorporation  is made  pursuant to General  Instruction E of Form S-8 regarding
the registration of additional  securities of the same class as other securities
for which there has been filed a Registration  Statement on Form S-8 relating to
the same employee benefit plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following  documents  filed by the  Company  with the  United  States
Securities and Exchange  Commission  (the  "Commission")  pursuant to the United
States  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  are
incorporated by reference into this  Registration  Statement:  (i) the Company's
Annual Report on Form 10-K for the year ended March 31, 1998; (ii) the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (as amended by
Form 10-Q/A dated November 9, 1998); (iii) the Company's Current Reports on Form
8-K dated December 9, 1997,  January 16, 1998, May 12, 1998, May 19, 1998,  June
15, 1998 and August 14, 1998,  November 9, 1998 and  November 10, 1998,  and the
Company's Current Reports on Form 8-K/A dated February 6, 1998 and March 4, 1998
(amending the Current  Report on Form 8-K dated  December 9, 1997),  February 6,
1998,  March 4, 1998, May 12, 1998 and May 14, 1998 (amending the Current Report
on Form 8-K dated January 16, 1998),  May 14, 1998  (amending the Current Report
on Form 8-K dated May 12, 1998), August 17, 1998 (amending the Current Report on
Form 8-K dated August 14, 1998) and  September  18, 1998  (amending  the Current
Report  on Form 8-K  dated  June 15,  1998);  and  (iv) the  description  of the
Company's Common Stock contained in the Company's Registration Statement on Form
8-A, as the same may be amended.

      All  documents  subsequently  filed by the  Company  with  the  Commission
pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act, after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement  from  the  date of  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus  relating  to  the  1991  Employee  Stock  Option  Plan  meeting  the
requirements  of Section 10(a) of the United States  Securities  Act of 1933, as
amended (the "Securities Act").

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      None.



                                      II-1
<PAGE>


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The  Certificate of  Incorporation  and the By-laws of the Company provide
for  the  indemnification  of  directors  and  officers  to the  fullest  extent
permitted by the General Corporation Law of the State of Delaware,  the state of
incorporation of the Company.

      Section  145 of the  General  Corporation  Law of the  State  of  Delaware
authorizes  indemnification when a person is made a party or is threatened to be
made a party to any  proceeding by reason of the fact that such person is or was
a director,  officer,  employee or agent of the corporation or is or was serving
as a director,  officer, employee or agent of another enterprise, at the request
of the  corporation,  and if such  person  acted in good  faith  and in a manner
reasonably  believed  by  him or her to be in,  or  not  opposed  to,  the  best
interests of the  corporation.  With respect to any  criminal  proceeding,  such
person must have had no reasonable  cause to believe that his or her conduct was
unlawful.  If it is  determined  that the  conduct of such  person  meets  these
standards,  he or she  may  be  indemnified  for  expenses  incurred  (including
attorney's fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such proceeding.

      If such a  proceeding  is  brought  by or in the right of the  corporation
(i.e.,  a derivative  suit),  such person may be  indemnified  against  expenses
actually  and  reasonably  incurred  if he or she  acted in good  faith and in a
manner  reasonably  believed by him or her to be in, or not opposed to, the best
interests of the corporation.  There can be no  indemnification  with respect to
any matter as to which such person is adjudged to be liable to the  corporation;
however,  a court may,  even in such case,  allow such  indemnification  to such
person for such expenses as the court deems proper.

      Where  such  person is  successful  in any such  proceeding,  he or she is
entitled to be indemnified  against expenses actually and reasonably incurred by
him or her. In all other cases,  indemnification is made by the corporation upon
determination by it that  indemnification  of such person is proper because such
person has met the applicable standard of conduct.

      The Company  maintains an errors and  omissions  liability  policy for the
benefit of its officers and  directors,  which may cover certain  liabilities of
such individuals to the Company.

ITEM 8.  EXHIBITS.

      The following  exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:

EXHIBIT NO.           DESCRIPTION
-----------           -----------
4.1                   Restated   Certificate  of   Incorporation,   as  amended
                      (incorporated   by  reference  to  Exhibit  3.01  to  the
                      Company's  Quarterly  Report on Form 10-Q for the quarter
                      ended September 30, 1997 (File No. 1-10728)).

4.2                   Restated Bylaws (incorporated by reference to Exhibit
                      3.3 to the Company's Registration Statement on Form S-1
                      (No. 33-41089)).




                                      II-2
<PAGE>




4.3                   1991 Employee Stock Option Plan, as amended,  through June
                      12, 1997 (incorporated by reference to Exhibit 4.02 to the
                      Company's  Quarterly  Report on Form 10-Q for the  quarter
                      ended September 30, 1997 (File No. 1-10728)).

5.1                   Opinion  of  Kirkpatrick  &  Lockhart  LLP  regarding  the
                      legality of the securities registered hereunder.

23.1                  Consent of KPMG Peat Marwick LLP.

23.2                  Consent of Ernst & Young LLP.

23.3                  Consent of  Kirkpatrick  & Lockhart LLP  (included in the
                      Opinion filed as Exhibit 5.1).

23.4                  Consent of PricewaterhouseCoopers.

24.1                  Power of  Attorney  (set forth on the  signature  page of
                      this Registration Statement).





                                      II-3
<PAGE>



                                   SIGNATURES


      Pursuant to the requirements of the Securities Act, the Company  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 Palm Desert, State of California, on this 12th day of November, 1998.

                                    UNITED STATES FILTER CORPORATION


                                    By: /s/ RICHARD J. HECKMANN
                                        ----------------------------------------
                                        Richard J. Heckmann
                                        Chairman of the Board, Chief Executive
                                        Officer and President

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of United States Filter  Corporation  hereby  constitutes  and appoints
Richard J.  Heckmann  and  Damian C.  Georgino,  and each of them,  his true and
lawful  attorneys-in-fact  and agents, for him and in his name, place and stead,
in any and all capacities,  to sign one or more amendments to this  Registration
Statement  on Form  S-8  under  the  Securities  Act,  including  post-effective
amendments and other related documents, and to file the same with the Commission
under said Act,  hereby  granting  power and authority to do and perform any and
all  acts  and  things  requisite  and  necessary  to be done in and  about  the
premises,  as fully as to all  intents  and  purposes as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents may lawfully do or cause to be done by virtue thereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement and the foregoing  Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:

             SIGNATURE                      TITLE                   DATE
             ---------                      -----                   ----

      /s/ RICHARD J. HECKMANN       Chairman of the Board,     November 12, 1998
----------------------------------  Chief Executive Officer
         Richard J. Heckmann        and President and a
                                    Director

      /s/ KEVIN L. SPENCE           Executive Vice President   November 12, 1998
----------------------------------  and Chief Financial     
         Kevin L. Spence            Officer (Principal 
                                    Accounting Officer)

      /s/ NICHOLAS C. MEMMO         President and Chief        November 12, 1998
----------------------------------  Operating Officer - North
        Nicholas C. Memmo           American Process Water
                                    Group and a Director
                                   




                                      II-4
<PAGE>




            SIGNATURE                       TITLE                   DATE
            ---------                       -----                   ----

     /s/ ANDREW D.SEIDEL            President and Chief        November 12, 1998
----------------------------------  Operating Officer - North
         Andrew D. Seidel           American Wastewater Group
                                    and a Director

     /s/ JAMES E. CLARK             Director                   November 12, 1998
----------------------------------
         James E. Clark

     /s/ JOHN L. DIEDERICH          Director                   November 12, 1998
----------------------------------

         John L. Diederich
     /s/ ROBERT S. HILLAS           Director                   November 12, 1998
----------------------------------

         Robert S. Hillas
     /s/ ARTHUR B. LAFFER           Director                   November 12, 1998
----------------------------------

         Arthur B. Laffer
     /s/ ARDON E. MOORE             Director                   November 12, 1998
----------------------------------

         Ardon E. Moore
     /s/ ALFRED E. OSBORNE, JR.     Director                   November 12, 1998
----------------------------------                                   

         Alfred E. Osborne, Jr.
     /s/ J. DANFORTH QUAYLE         Director                   November 12, 1998
---------------------------------
         J. Danforth Quayle

     /s/ C. HOWARD WILKINS, JR.     Director                   November 12, 1998
---------------------------------
         C. Howard Wilkins, Jr.






                                      II-5
<PAGE>




                                  EXHIBIT INDEX


EXHIBIT NO.                             DESCRIPTION
-----------                             -----------
    4.1      Restated Certificate of Incorporation,  as amended (incorporated by
             reference to Exhibit 3.01 to the Company's Quarterly Report on Form
             10-Q for the quarter ended September 30, 1997 (File No.
             1-10728)).
    4.2      Restated Bylaws (incorporated by reference to Exhibit 3.3 to the
             Company's Registration Statement on Form S-1 (No. 33-41089)).
    4.3      1991 Employee Stock Option Plan, as amended,  through June 12, 1997
             (incorporated  by  reference  to  Exhibit  4.02  to  the  Company's
             Quarterly  Report on Form 10-Q for the quarter ended  September 30,
             1997 (File No. 1-10728)).
    5.1      Opinion of Kirkpatrick & Lockhart LLP regarding the legality of the
             securities registered hereunder.
    23.1     Consent of KPMG Peat Marwick LLP.
    23.2     Consent of Ernst & Young LLP.
    23.3     Consent of  Kirkpatrick  & Lockhart  LLP  (included  in the Opinion
             filed as Exhibit 5.1).
    23.4     Consent of PricewaterhouseCoopers.
    24.1     Power  of  Attorney  (set  forth  on the  signature  page  of  this
             Registration Statement).



                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR 1991 EMPLOYEE STOCK OPTION PLAN", "secsgml_size_bytes": 17235}]
{"company-data": {"conformed-name": "UNITED STATES FILTER CORP", "cik": "0000318025", "assigned-sic": "3580", "irs-number": "330266015", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67423", "film-number": "98754104"}, "business-address": {"street1": "40-004 COOK ST", "city": "PALM DESERT", "state": "CA", "zip": "92211", "phone": "7603400098"}, "mail-address": {"street1": "40-004 COOK STREET", "city": "PALM DESERT", "state": "CA", "zip": "92211"}, "former-company": [{"former-conformed-name": "AMERICAN TOXXIC CONTROL INC", "date-changed": "19910401"}, {"former-conformed-name": "NOVAN ENERGY INC", "date-changed": "19871227"}]}
Registration No. 333-_____
--------------------------------------------------------------------------------

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                        UNITED STATES FILTER CORPORATION
             (Exact name of registrant as specified in its charter)

            DELAWARE                                   33-0266015
(State or other jurisdiction of             (I.R.S. Employer Idnetification No.)
 incorportaion or organization)

           40-004 COOK STREET
         PALM DESERT, CALIFORNIA                           92211
(Address of principal executive offices)                 (Zip Code)

                         1991 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                            DAMIAN C. GEORGINO, ESQ.
              EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
                        UNITED STATES FILTER CORPORATION
                               40-004 COOK STREET
                          PALM DESERT, CALIFORNIA 92211
                     (Name and address of agent for service)

                                 (760) 340-0098
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                        PROPOSED       PROPOSED
     TITLE OF                           MAXIIMUM        MAXIMUM       AMOUNT OF
    SECURITIES        AMOUNT TO       OFFERING PRICE   AGGREGATE    REGISTRATION
 TO BE REGISTERED   BE REGISTERED      PER SHARE     OFFERING PRICE     FEE
--------------------------------------------------------------------------------
Common Stock, par    1,313,846        $20.25(1)      $26,605,381      $7,396.30
value $.01 per     
share                1,186,154         11.50(2)      $13,640,771      $3,792.14 

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

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(c).  The fee is  calculated  on the basis of the average of
the high and low prices for the Common Stock of United States Filter Corporation
on November 13, 1998 as reported on the New York Stock Exchange Composite Tape.

(2) The  registration  fee for shares of Common Stock  issuable upon exercise of
outstanding  options under the plan was calculated pursuant to Rule 457(h) using
the price at which such options may be exercised.
--------------------------------------------------------------------------------
This  Registration  Statement  is being filed to  register  an  additional
2,500,000  shares  of Common  Stock of United  States  Filter  Corporation  (the
"Company") as a result of an increase in the number of shares issuable under the
Company's 1991 Employee Stock Option Plan. The earlier  Registration  Statements
on Form S-8 filed by the Company with the  Commission  on July 8, 1992 (File No.
33-49382),  December 31, 1992 (File No.  33-56744),  December 23, 1993 (File No.
33-73542),  February  22, 1995 (File No.  33-89662),  October 10, 1995 (File No.
33-63285 ) and November 13, 1996  (333-16083)  pertaining to the Company's  1991
Employee  Stock  Option  Plan  are  hereby   incorporated  by  reference.   This
incorporation  is made  pursuant to General  Instruction E of Form S-8 regarding
the registration of additional  securities of the same class as other securities
for which there has been filed a Registration  Statement on Form S-8 relating to
the same employee benefit plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following  documents  filed by the  Company  with the  United  States
Securities and Exchange  Commission  (the  "Commission")  pursuant to the United
States  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  are
incorporated by reference into this  Registration  Statement:  (i) the Company's
Annual Report on Form 10-K for the year ended March 31, 1998; (ii) the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (as amended by
Form 10-Q/A dated November 9, 1998); (iii) the Company's Current Reports on Form
8-K dated December 9, 1997,  January 16, 1998, May 12, 1998, May 19, 1998,  June
15, 1998 and August 14, 1998,  November 9, 1998 and  November 10, 1998,  and the
Company's Current Reports on Form 8-K/A dated February 6, 1998 and March 4, 1998
(amending the Current  Report on Form 8-K dated  December 9, 1997),  February 6,
1998,  March 4, 1998, May 12, 1998 and May 14, 1998 (amending the Current Report
on Form 8-K dated January 16, 1998),  May 14, 1998  (amending the Current Report
on Form 8-K dated May 12, 1998), August 17, 1998 (amending the Current Report on
Form 8-K dated August 14, 1998) and  September  18, 1998  (amending  the Current
Report  on Form 8-K  dated  June 15,  1998);  and  (iv) the  description  of the
Company's Common Stock contained in the Company's Registration Statement on Form
8-A, as the same may be amended.

      All  documents  subsequently  filed by the  Company  with  the  Commission
pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act, after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement  from  the  date of  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus  relating  to  the  1991  Employee  Stock  Option  Plan  meeting  the
requirements  of Section 10(a) of the United States  Securities  Act of 1933, as
amended (the "Securities Act").

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      None.

                                      II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The  Certificate of  Incorporation  and the By-laws of the Company provide
for  the  indemnification  of  directors  and  officers  to the  fullest  extent
permitted by the General Corporation Law of the State of Delaware,  the state of
incorporation of the Company.

      Section  145 of the  General  Corporation  Law of the  State  of  Delaware
authorizes  indemnification when a person is made a party or is threatened to be
made a party to any  proceeding by reason of the fact that such person is or was
a director,  officer,  employee or agent of the corporation or is or was serving
as a director,  officer, employee or agent of another enterprise, at the request
of the  corporation,  and if such  person  acted in good  faith  and in a manner
reasonably  believed  by  him or her to be in,  or  not  opposed  to,  the  best
interests of the  corporation.  With respect to any  criminal  proceeding,  such
person must have had no reasonable  cause to believe that his or her conduct was
unlawful.  If it is  determined  that the  conduct of such  person  meets  these
standards,  he or she  may  be  indemnified  for  expenses  incurred  (including
attorney's fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such proceeding.

      If such a  proceeding  is  brought  by or in the right of the  corporation
(i.e.,  a derivative  suit),  such person may be  indemnified  against  expenses
actually  and  reasonably  incurred  if he or she  acted in good  faith and in a
manner  reasonably  believed by him or her to be in, or not opposed to, the best
interests of the corporation.  There can be no  indemnification  with respect to
any matter as to which such person is adjudged to be liable to the  corporation;
however,  a court may,  even in such case,  allow such  indemnification  to such
person for such expenses as the court deems proper.

      Where  such  person is  successful  in any such  proceeding,  he or she is
entitled to be indemnified  against expenses actually and reasonably incurred by
him or her. In all other cases,  indemnification is made by the corporation upon
determination by it that  indemnification  of such person is proper because such
person has met the applicable standard of conduct.

      The Company  maintains an errors and  omissions  liability  policy for the
benefit of its officers and  directors,  which may cover certain  liabilities of
such individuals to the Company.

ITEM 8.  EXHIBITS.

      The following  exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:

EXHIBIT NO.           DESCRIPTION
-----------           -----------
4.1                   Restated   Certificate  of   Incorporation,   as  amended
                      (incorporated   by  reference  to  Exhibit  3.01  to  the
                      Company's  Quarterly  Report on Form 10-Q for the quarter
                      ended September 30, 1997 (File No. 1-10728)).

4.2                   Restated Bylaws (incorporated by reference to Exhibit
                      3.3 to the Company's Registration Statement on Form S-1
                      (No. 33-41089)).

                                      II-2
4.3                   1991 Employee Stock Option Plan, as amended,  through June
                      12, 1997 (incorporated by reference to Exhibit 4.02 to the
                      Company's  Quarterly  Report on Form 10-Q for the  quarter
                      ended September 30, 1997 (File No. 1-10728)).

5.1                   Opinion  of  Kirkpatrick  &  Lockhart  LLP  regarding  the
                      legality of the securities registered hereunder.

23.1                  Consent of KPMG Peat Marwick LLP.

23.2                  Consent of Ernst & Young LLP.

23.3                  Consent of  Kirkpatrick  & Lockhart LLP  (included in the
                      Opinion filed as Exhibit 5.1).

23.4                  Consent of PricewaterhouseCoopers.

24.1                  Power of  Attorney  (set forth on the  signature  page of
                      this Registration Statement).

                                      II-3
SIGNATURES

      Pursuant to the requirements of the Securities Act, the Company  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 Palm Desert, State of California, on this 12th day of November, 1998.

                                    UNITED STATES FILTER CORPORATION

                                    By: /s/ RICHARD J. HECKMANN
                                        ----------------------------------------
                                        Richard J. Heckmann
                                        Chairman of the Board, Chief Executive
                                        Officer and President

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of United States Filter  Corporation  hereby  constitutes  and appoints
Richard J.  Heckmann  and  Damian C.  Georgino,  and each of them,  his true and
lawful  attorneys-in-fact  and agents, for him and in his name, place and stead,
in any and all capacities,  to sign one or more amendments to this  Registration
Statement  on Form  S-8  under  the  Securities  Act,  including  post-effective
amendments and other related documents, and to file the same with the Commission
under said Act,  hereby  granting  power and authority to do and perform any and
all  acts  and  things  requisite  and  necessary  to be done in and  about  the
premises,  as fully as to all  intents  and  purposes as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents may lawfully do or cause to be done by virtue thereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement and the foregoing  Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:

             SIGNATURE                      TITLE                   DATE
             ---------                      -----                   ----

      /s/ RICHARD J. HECKMANN       Chairman of the Board,     November 12, 1998
----------------------------------  Chief Executive Officer
         Richard J. Heckmann        and President and a
                                    Director

      /s/ KEVIN L. SPENCE           Executive Vice President   November 12, 1998
----------------------------------  and Chief Financial     
         Kevin L. Spence            Officer (Principal 
                                    Accounting Officer)

      /s/ NICHOLAS C. MEMMO         President and Chief        November 12, 1998
----------------------------------  Operating Officer - North
        Nicholas C. Memmo           American Process Water
                                    Group and a Director
                                   

                                      II-4
SIGNATURE                       TITLE                   DATE
            ---------                       -----                   ----

     /s/ ANDREW D.SEIDEL            President and Chief        November 12, 1998
----------------------------------  Operating Officer - North
         Andrew D. Seidel           American Wastewater Group
                                    and a Director

     /s/ JAMES E. CLARK             Director                   November 12, 1998
----------------------------------
         James E. Clark

     /s/ JOHN L. DIEDERICH          Director                   November 12, 1998
----------------------------------

         John L. Diederich
     /s/ ROBERT S. HILLAS           Director                   November 12, 1998
----------------------------------

         Robert S. Hillas
     /s/ ARTHUR B. LAFFER           Director                   November 12, 1998
----------------------------------

         Arthur B. Laffer
     /s/ ARDON E. MOORE             Director                   November 12, 1998
----------------------------------

         Ardon E. Moore
     /s/ ALFRED E. OSBORNE, JR.     Director                   November 12, 1998
----------------------------------                                   

         Alfred E. Osborne, Jr.
     /s/ J. DANFORTH QUAYLE         Director                   November 12, 1998
---------------------------------
         J. Danforth Quayle

     /s/ C. HOWARD WILKINS, JR.     Director                   November 12, 1998
---------------------------------
         C. Howard Wilkins, Jr.

                                      II-5
EXHIBIT INDEX

EXHIBIT NO.                             DESCRIPTION
-----------                             -----------
    4.1      Restated Certificate of Incorporation,  as amended (incorporated by
             reference to Exhibit 3.01 to the Company's Quarterly Report on Form
             10-Q for the quarter ended September 30, 1997 (File No.
             1-10728)).
    4.2      Restated Bylaws (incorporated by reference to Exhibit 3.3 to the
             Company's Registration Statement on Form S-1 (No. 33-41089)).
    4.3      1991 Employee Stock Option Plan, as amended,  through June 12, 1997
             (incorporated  by  reference  to  Exhibit  4.02  to  the  Company's
             Quarterly  Report on Form 10-Q for the quarter ended  September 30,
             1997 (File No. 1-10728)).
    5.1      Opinion of Kirkpatrick & Lockhart LLP regarding the legality of the
             securities registered hereunder.
    23.1     Consent of KPMG Peat Marwick LLP.
    23.2     Consent of Ernst & Young LLP.
    23.3     Consent of  Kirkpatrick  & Lockhart  LLP  (included  in the Opinion
             filed as Exhibit 5.1).
    23.4     Consent of PricewaterhouseCoopers.
    24.1     Power  of  Attorney  (set  forth  on the  signature  page  of  this
             Registration Statement).

                                      II-6