Registration No. 333-_____



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                       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                    (I.R.S. Employer
of incorporation or organization)               Identification No.)

          40-004 Cook Street
       Palm Desert, California                          92211
    (Address of principal executive offices)          (Zip Code)

                             CHESTER ENGINEERS, INC.
                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                            Damian C. Georgino, Esq.
                   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)


 <PAGE>



                         CALCULATION OF REGISTRATION FEE

================================================================================
                                  PROPOSED          PROPOSED
    TITLE OF                       MAXIMUM           MAXIMUM          AMOUNT OF
   SECURITIES     AMOUNT TO BE  0FFERING PRICE     AGGREGATE        REGISTRATION
TO BE REGISTERED   REGISTERED    PER SHARE(1)    OFFERING PRICE(1)     FEE(1)
--------------------------------------------------------------------------------

Common Stock,     400,000 shares   $30.75(1)      $12,300,000        $3,728
par value $.01 
per share

Common Stock,      12,356 shares   $30.75(2)      $   379,947        $  116
par value                                                     
$.01 per share
================================================================================

      (1) Based upon the  exercise  price of the options in respect of which the
shares may be issued, in accordance with Rule 457(h).

      (2)  Based upon the issue price of the shares.

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


<PAGE>


                                     PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

      The following  documents  filed by United States Filter  Corporation  (the
"Registrant")  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,  1997,  and (ii) the  description  of the  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  Registrant  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  Chester  Engineers,  Inc.  1996 Stock  Option Plan
meeting the requirements of Section 10(a) of the United States Securities Act of
1933, as amended (the "Securities Act").


Item 4.  Description of Securities.

      The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.


Item 5.  Interests of Named Experts and Counsel.

      The  legality  of the Common  Stock to which this  Registration  Statement
relates has been  passed upon for the  Registrant  by Damian C.  Georgino,  Vice
President,  General Counsel and Secretary of the Company. Mr. Georgino presently
holds 100 shares of the Registrant's  Common Stock and options granted under the

<PAGE>

Registrant's  1991 Employee Stock Option Plan to purchase an aggregate of 37,500
shares of Common Stock.


Item 6.  Indemnification of Directors and Officers.

      The Certificate of Incorporation and the By-laws of the Registrant 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 Registrant.

      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.

<PAGE>

      The Registrant  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 Registrant.


Item 7.  Exemption from Registration Claimed.

      On April 30, 1997, the Registrant acquired all of the outstanding stock of
Chester  Engineers,  Inc.  Pursuant to the Chester  Engineers,  Inc.  1996 Stock
Option Plan, all  outstanding  options under such plan ("Chester  Options") were
automatically  converted  into the same number of options to purchase  shares of
the  Registrant's  Common  Stock at the  market  price on the date of grant (the
"Options"),  and an additional number of shares of the Registrant's Common Stock
(the "Additional  Shares") equivalent to the amount of the spread on the Chester
Options on such date. It is the  Company's  view that there was no "sale" of the
Options  or the  Additional  Shares  within the  meaning of Section  2(3) of the
Securities Act.


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 to the  Registrant's
                  Annual Report on Form 10-K,  dated June 28, 1996, for the year
                  ended March 31, 1996 (File No. 1-10728)).

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

      5.1         Opinion of Damian C. Georgino, Esq., regarding the legality of
                  the securities registered hereunder.


<PAGE>

      23.1        Consent of KPMG Peat Marwick LLP.

      23.2        Consent of Damian C. Georgino, Esq. (included in
                  the Opinion filed as Exhibit 5.1).


    Item 9.  Undertakings.

      (a)  The undersigned Registrant 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 the  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 the Registration Statement;

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

      Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the 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 which remain unsold at the termination of the
offering.

<PAGE>


      (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 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 thereto.

                                         * * *

      (h)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  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
Securities  Act and,  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  Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>


PROSPECTUS
July 3, 1997

                                 12,356 SHARES


                       UNITED STATES FILTER CORPORATION

                                 COMMON STOCK
                          (PAR VALUE $.01 PER SHARE)
                              -------------------

      This  prospectus  provides  for the  offering by the Selling  Stockholders
named or otherwise  referred to herein (the "Selling  Stockholders") of up to an
aggregate of 12,356 shares (the  "Shares") of the Common  Stock,  par value $.01
per share ("Common Stock"), of United States Filter Corporation (the "Company").
The  Selling  Stockholders  acquired  the  Shares  pursuant  to the terms of the
Chester  Engineers,  Inc. 1996 Stock Option Plan (the "Plan") in connection with
the  acquisition  by the Company of Chester  Engineers,  Inc.  ("Chester").  See
"Selling Stockholders."

      The Shares may be  offered  or sold by or for the  account of the  Selling
Stockholders from time to time on one or more exchanges or otherwise,  at prices
and on terms to be determined at the time of sale, to purchasers  directly or by
or through  brokers or  dealers,  who may  receive  compensation  in the form of
discounts,  commissions or concessions.  The Selling  Stockholders  and any such
brokers or dealers may be deemed to be "underwriters"  within the meaning of the
United States Securities Act of 1933, as amended (the "Securities Act"), and any
discounts,  concessions and commissions received by any such brokers and dealers
may be deemed to be  underwriting  commissions or discounts under the Securities
Act.  The  Company  will not receive  any of the  proceeds  from any sale of the
Shares offered hereby. See "Use of Proceeds,"  "Selling  Stockholders" and "Plan
of Distribution."

      The Common Stock is listed on the New York Stock Exchange (the "NYSE") and
traded under the symbol  "USF." The last reported sale price of the Common Stock
on the NYSE on July 2, 1997 was $27.625 per share.
                             ---------------------

      SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR CERTAIN CONSIDERATIONS RELEVANT
TO AN INVESTMENT IN THE COMMON STOCK.
                             ---------------------

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE

<PAGE>

          SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
         COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
           ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
              OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION
                    TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>


                             AVAILABLE INFORMATION

      The  Company is subject to the  informational  requirements  of the United
States Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance  therewith files periodic reports,  proxy solicitation  materials and
other   information   with  the   Securities   and  Exchange   Commission   (the
"Commission").  Such reports, proxy solicitation materials and other information
can be inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington,  D.C. 20549
and at the  Commission's  Regional  Offices located at Seven World Trade Center,
Suite 1300,  New York,  New York 10048 and  Citicorp  Center,  500 West  Madison
Street, Suite 1400, Chicago,  Illinois 60661-2511.  Copies of such materials can
be  obtained  from the Public  Reference  Section of the  Commission,  450 Fifth
Street,  N.W.,  Washington,  D.C.  20549,  at prescribed  rates.  The Commission
maintains a Web site that contains reports, proxy and information statements and
other  information  regarding  registrants  that  file  electronically  with the
Commission. Such reports, proxy and information statements and other information
may be  found on the  Commission's  Web site  address,  http://www.sec.gov.  The
Common Stock is listed on the NYSE. Such reports,  proxy solicitation  materials
and other  information  can also be inspected and copied at the NYSE at 20 Broad
Street, New York, New York 10005.

      The Company has filed with the Commission a registration statement on Form
S-8 (herein,  together  with all  amendments  and  exhibits,  referred to as the
"Registration  Statement") under the Securities Act with respect to the offering
made hereby.  This  Prospectus does not contain all of the information set forth
in the  Registration  Statement,  certain  portions  of  which  are  omitted  in
accordance  with the rules and  regulations of the  Commission.  Such additional
information  may  be  obtained  from  the   Commission's   principal  office  in
Washington,  D.C. as set forth  above.  For further  information,  reference  is
hereby made to the  Registration  Statement,  including the exhibits  filed as a
part  thereof  or  otherwise  incorporated  herein.   Statements  made  in  this
Prospectus as to the contents of any documents  referred to are not  necessarily
complete,  and in each  instance  reference  is made to such  exhibit for a more
complete description and each such statement is modified in its entirety by such
reference.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following  documents  filed by the Company (File No. 1-10728) with the
Commission  pursuant to the  Exchange Act are  incorporated  by  reference:  The
Company's  Annual  Report on Form 10-K for the fiscal year ended March 31, 1997;
and the 

                                       2
<PAGE>

description of the Common Stock contained in the Company's  Registration
Statement on Form 8-A, as the same may be amended.

      All documents and reports  subsequently  filed by the Company  pursuant to
Section  13(a),  13(c),  14 or 15(d) of the  Exchange Act after the date of this
Prospectus and prior to the  termination of the offering made by this Prospectus
shall be deemed to be incorporated by reference herein. Any statement  contained
herein or in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Prospectus  to  the  extent  that  a  statement   contained  herein  or  in  any
subsequently  filed  document  which  is or is  deemed  to  be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

      The Company will provide to each person to whom a copy of this  Prospectus
is delivered, upon the written or oral request of such person, without charge, a
copy of any or all of the documents that are  incorporated  herein by reference,
other than exhibits to such  information  (unless such exhibits are specifically
incorporated by reference into such  documents).  Requests should be directed to
Vice President, General Counsel and Secretary, United States Filter Corporation,
40-004 Cook Street, Palm Desert, California 92211 (telephone (760) 340-0098).


                                  THE COMPANY

      The Company is a leading global provider of industrial and municipal water
and wastewater treatment systems,  products and services, with an installed base
of systems  that the  Company  believes  is one of the  largest  worldwide.  The
Company  is  also  a  leading  provider  of  service  deionization  ("SDI")  and
outsourced  water  services,  including  the  operation of water and  wastewater
treatment  systems at customer sites. It is actively involved in the development
of privatization  initiatives for municipal  wastewater  treatment facilities in
the United States,  Mexico and Canada.  The Company sells equipment and provides
services to its customers through more than 450 locations  throughout the world.
The  Company  also  markets  a broad  line of water  distribution  and sewer and
stormwater  equipment and supplies through a network of over 110 service centers
in the United States.  In addition,  the Company sells,  installs and services a
wide range of water treatment and water-related products for the residential and
consumer markets.
                                       3

<PAGE>

      The  Company's  principal  executive  offices  are  located at 40-004 Cook
Street,  Palm  Desert,  California  92211,  and its  telephone  number  is (760)
340-0098.  References  herein  to the  Company  refer to  United  States  Filter
Corporation and its subsidiaries, unless the context requires otherwise.


                                 RISK FACTORS

      Prospective  investors  should  consider  carefully the following  factors
relating to the business of the Company, together with the other information and
financial data included or incorporated by reference in this Prospectus,  before
acquiring the securities offered hereby.  Information  contained or incorporated
by reference in this Prospectus includes "forward-looking  statements" which can
be  identified by the use of  forward-looking  terminology  such as  "believes,"
"contemplates,"  "expects," "may," "will," "should," "would" or "anticipates" or
the negative thereof or other variations thereon or comparable  terminology.  No
assurance can be given that the future  results  covered by the  forward-looking
statements  will  be  achieved.  The  following  matters  constitute  cautionary
statements  identifying  important factors with respect to such  forward-looking
statements,  including certain risks and uncertainties,  that could cause actual
results  to  vary   materially   from  the  future   results   covered  in  such
forward-looking  statements.  Other factors  could also cause actual  results to
vary  materially  from  the  future  results  covered  in  such  forward-looking
statements.


ACQUISITION STRATEGY

      In pursuit of its  strategic  objective  of becoming  the  leading  global
single-source  provider of water and wastewater  treatment systems and services,
the Company has, since 1991,  acquired and successfully  integrated more than 75
United States based and  international  businesses with strong market  positions
and substantial water and wastewater treatment  expertise.  The Company plans to
continue to pursue  acquisitions that complement its technologies,  products and
services,  broaden its customer base and expand its global distribution network.
The  Company's  acquisition  strategy  entails the potential  risks  inherent in
assessing the value, strengths, weaknesses,  contingent or other liabilities and
potential  profitability  of  acquisition  candidates  and  in  integrating  the
operations  of  acquired  companies.  Although  the Company  generally  has been
successful  in  pursuing  these  acquisitions,  there can be no  assurance  that
acquisition  opportunities will continue to be available,  that the Company will
have access to the capital required to finance potential 

                                       4
<PAGE>

acquisitions,  that the Company will continue to acquire  businesses or that any
business acquired will be integrated successfully or prove profitable.


INTERNATIONAL TRANSACTIONS

      The Company has made and expects it will continue to make acquisitions and
expects to obtain  contracts in markets  outside the United States.  While these
activities  may  provide  important  opportunities  for the Company to offer its
products and  services  internationally,  they also entail the risks  associated
with  conducting  business  internationally,  including  the  risk  of  currency
fluctuations,  slower payment of invoices,  nationalization and possible social,
political and economic instability.


RELIANCE ON KEY PERSONNEL

      The Company's  operations are dependent on the continued efforts of senior
management,  in particular  Richard J. Heckmann,  the Company's  Chairman of the
Board, President and Chief Executive Officer. There are no employment agreements
between the Company and the  members of its senior  management,  except  Thierry
Reyners,  the Company's  Executive Vice  President--European  Group and Harry K.
Hornish, Jr., the Company's Executive Vice President--Distribution Group. Should
any of the senior  managers be unable or choose not to continue in their present
roles, the Company's prospects could be adversely affected.


PROFITABILITY OF FIXED PRICE CONTRACTS

      A significant  portion of the Company's revenues are generated under fixed
price  contracts.  To the extent that  original cost  estimates are  inaccurate,
costs to complete  increase,  delivery schedules are delayed or progress under a
contract is otherwise  impeded,  revenue  recognition and  profitability  from a
particular  contract may be adversely  affected.  The Company  routinely records
upward or downward  adjustments  with  respect to fixed price  contracts  due to
changes  in  estimates  of costs to  complete  such  contracts.  There can be no
assurance that future downward adjustments will not be material.


CYCLICALITY AND SEASONALITY


                                       5
<PAGE>

      The sale of capital  equipment  within  the water  treatment  industry  is
cyclical and influenced by various economic factors including interest rates and
general  fluctuations  of the  business  cycle.  A  significant  portion  of the
Company's  revenues are derived from capital equipment sales.  While the Company
sells  capital  equipment  to  customers  in  diverse  industries  and in global
markets,  cyclicality  of capital  equipment  sales and  instability  of general
economic  conditions could have an adverse effect on the Company's  revenues and
profitability.

      The sale of water and  wastewater  distribution  equipment and supplies is
also cyclical and  influenced by various  economic  factors  including  interest
rates, land development and housing construction  industry cycles. Sales of such
equipment  and  supplies are also  subject to seasonal  fluctuation  in northern
climates.  The sale of water and wastewater  distribution equipment and supplies
is  a  significant   component  of  the  Company's  business.   Cyclicality  and
seasonality  of water and wastewater  distribution  equipment and supplies sales
could have an adverse effect on the Company's revenues and profitability.

POTENTIAL ENVIRONMENTAL RISKS

      The Company's business and products may be significantly influenced by the
constantly  changing body of environmental  laws and regulations,  which require
that certain environmental standards be met and impose liability for the failure
to comply with such  standards.  The Company is also  subject to inherent  risks
associated with  environmental  conditions at facilities owned, and the state of
compliance with environmental laws, by businesses acquired by the Company. While
the  Company  endeavors  at each of its  facilities  to assure  compliance  with
environmental laws and regulations, there can be no assurance that the Company's
operations or  activities,  or historical  operations by others at the Company's
locations, will not result in cleanup obligations, civil or criminal enforcement
actions or private  actions  that  could have a material  adverse  effect on the
Company. In that regard federal and state environmental  regulatory  authorities
have commenced civil enforcement  actions related to alleged multiple violations
of applicable wastewater  pretreatment standards by a wholly owned subsidiary of
the Company at a Connecticut ion exchange  regeneration facility acquired by the
Company in October 1995 from Anjou International Company ("Anjou"). A grand jury
investigation is pending which is believed to relate to the same conditions that
were the  subject  of the civil  actions.  The  Company  has  certain  rights of
indemnification from Anjou which may be available with respect to these matters.
In addition, the Company's activities as owner and operator of certain hazardous
waste  treatment  and  recovery  



                                       6
<PAGE>

facilities are subject to stringent laws and regulations and compliance reviews.
Failure of these  facilities  to comply with those  regulations  could result in
substantial  fines and the suspension or revocation of the facility's  hazardous
waste  permit.  In other  matters,  the Company has been  notified by the United
States  Environmental  Protection  Agency that it is a  potentially  responsible
party  under  the  Comprehensive  Environmental  Response,   Compensation,   and
Liability  Act  ("CERCLA")  at  certain  sites  to  which  the  Company  or  its
predecessors  allegedly  sent waste in the past. It is possible that the Company
could  receive  other such notices  under CERCLA or analogous  state laws in the
future.  The Company does not believe that its  liability,  if any,  relating to
such  matters  will be material.  However,  there can be no assurance  that such
matters will not be material.  In addition,  to some extent, the liabilities and
risks imposed by  environmental  laws on the  Company's  customers may adversely
impact  demand for  certain of the  Company's  products  or  services  or impose
greater  liabilities and risks on the Company,  which could also have an adverse
effect on the Company's competitive or financial position.


COMPETITION

      Each of the markets in which the Company competes is fragmented and highly
competitive.  In the water and wastewater treatment market, the Company competes
globally  with  many  United  States  based  and  international   companies.  In
connection  with the marketing of water  distribution  equipment and supplies in
the United  States,  the Company  competes  with a large  number of  independent
wholesalers,   other   distribution   chains   similar  to  the   Company's  and
manufacturers  who sell directly to customers.  In the residential water market,
in which the Company believes there are thousands of  participants,  the Company
competes with national distribution networks, businesses with regional scope and
local product  assemblers or service companies,  as well as retail outlets.  The
Company  knows of no  reliable  statistics  that  provide a basis  from which to
estimate the Company's relative competitive position in these markets.  While no
competitor is considered dominant in any of these markets, there are competitors
which have significantly greater resources than the Company,  which, among other
things,  could be a competitive  disadvantage to the Company in securing certain
projects.


TECHNOLOGICAL AND REGULATORY CHANGE

      The water and wastewater  treatment  business is characterized by changing
technology, competitively imposed process standards 

                                       7
<PAGE>

and  regulatory  requirements,  each of  which  influences  the  demand  for the
Company's   products  and   services.   Changes  in   regulatory  or  industrial
requirements  may  render  certain  of  the  Company's  treatment  products  and
processes  obsolete.  Acceptance  of new  products  may also be  affected by the
adoption  of  new  government  regulations  requiring  stricter  standards.  The
Company's ability to anticipate  changes in technology and regulatory  standards
and to develop  successfully and introduce new and enhanced products on a timely
basis  will be a  significant  factor in the  Company's  ability  to grow and to
remain  competitive.  There can be no assurance that the Company will be able to
achieve  the  technological  advances  that may be  necessary  for it to  remain
competitive  or that  certain  of its  products  will not  become  obsolete.  In
addition,  the  Company is subject to the risks  generally  associated  with new
product  introductions  and applications,  including lack of market  acceptance,
delays in development or failure of products to operate properly.


MUNICIPAL AND WASTEWATER MARKET

      A  significant  percentage  of the  Company's  revenues  are derived  from
municipal customers.  While municipalities  represent an important market in the
water and wastewater  treatment  industry,  contractor  selection  processes and
funding for projects in the municipal sector entail certain additional risks not
typically encountered with industrial customers.  Competition for selection of a
municipal contractor typically occurs through a formal bidding process which can
require the  commitment  of  significant  resources  and greater lead times than
industrial  projects.  In addition,  demand in the municipal market is dependent
upon the availability of funding at the local level, which may be the subject of
increasing pressure as local governments are expected to bear a greater share of
the cost of public services.

      A subsidiary of the Company,  Zimpro  Environmental,  Inc. ("Zimpro"),  is
party  to  certain  agreements  (entered  into in 1990 at the  time  Zimpro  was
acquired  from  unrelated  third parties by the entities from which it was later
acquired by the Company),  pursuant to which Zimpro agreed,  among other things,
to pay the  original  sellers a royalty of 3.0% of its annual  consolidated  net
sales of certain  products in excess of $35.0 million  through October 25, 2000.
Under  certain  interpretations  of such  agreements,  with  which  the  Company
disagrees,  Zimpro  could be liable for such  royalties  with respect to the net
sales  attributable  to  products,  systems  and  services  of  certain  defined
wastewater  treatment  businesses  acquired  by  Zimpro  or the  Company  or the
Company's other subsidiaries after May 31, 1996. The 


                                       8
<PAGE>

defined businesses include, among others, manufacturing machinery and equipment,
and  engineering,  installation,  operation  and  maintenance  services  related
thereto,  for the  treatment  and  disposal  of waste  liquids,  toxic waste and
sludge.  One of the prior  sellers  has  revealed  in a letter to the Company an
interpretation  contrary to that of the Company.  The Company  believes  that it
would have meritorious  defenses to any claim based upon any such interpretation
and would  vigorously  pursue the  elimination  of any threat to expand  what it
believes to be its obligations pursuant to such agreements.


SHARES ELIGIBLE FOR FUTURE SALE

      The market price of the Common  Stock could be  adversely  affected by the
availability  for public sale of shares held on July 1, 1997 by security holders
of the Company,  including: (i) up to 3,750,093 shares which may be delivered by
Laidlaw Inc. or its affiliates ("Laidlaw"), at Laidlaw's option in lieu of cash,
at  maturity  pursuant  to the  terms of 5-3/4%  Exchangeable  Notes due 2000 of
Laidlaw (the amount of shares or cash  delivered or paid to be dependent  within
certain  limits upon the value of the Common Stock at maturity);  (ii) 7,636,363
shares  issuable upon  conversion of the Company's 6%  Convertible  Subordinated
Notes due 2005 at a conversion price of $18.33 per share of Common Stock;  (iii)
9,113,924  shares issuable upon conversion of the Company's  4-1/2%  Convertible
Subordinated  Notes due 2001 at a conversion price of $39.50 per share of Common
Stock; (iv) 5,010,677  outstanding shares that are currently registered for sale
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
two shelf registration statements; and (v) 2,780,522 shares which are subject to
agreements  pursuant to which the  holders  have  certain  rights to request the
Company to register the sale of such holders'  Common Stock under the Securities
Act and/or,  subject to certain  conditions,  to include certain  percentages of
such shares in other registration  statements filed by the Company (1,980,000 of
which shares also may be sold from time to time by the holder  thereof  pursuant
to Rule 144 under the Securities  Act). In addition,  the Company has registered
for sale under the Securities Act with respect to 3,132,106  shares which may be
issuable by the Company from time to time in  connection  with  acquisitions  of
businesses or assets from third parties.


                                USE OF PROCEEDS

      The Selling  Stockholders  will receive all of the net  proceeds  from any
sale of the Shares offered  hereby,  and none of

                                       9

<PAGE>

such  proceeds  will be available  for use by the Company or  otherwise  for the
Company's benefit.


                             SELLING STOCKHOLDERS

      The following table sets forth certain  information  regarding  beneficial
ownership as of July 2, 1997 of shares of Common  Stock by Selling  Stockholders
holding 1,000 or more Shares.  Certain other holders of Shares, none of whom are
affiliates of the Company and who each may sell up to 1,000 Shares, may use this
Prospectus for reoffers and resales of Shares.  The respective  number of shares
indicated as to each Selling  Stockholder  constitutes  less than one percent of
the shares of Common Stock outstanding as of July 2, 1997.

                                                 Maximum
                                                 Shares          Shares
                               Shares             to be           Owned
       Selling                  Owned             Sold        Beneficially
     Stockholder            Beneficially         Hereby        as Adjusted
     -----------            -------------        -------      ------------
Anthony F. Lisanti            1,545               1,545            --
John T. Lucey                 2,935               2,935            --
Dennis A. Faust               1,699               1,699            --
Charles D.
  Blumenschein                1,390               1,390            --
Richard J. Bartkowski         1,390               1,390            --

      The Selling Stockholders  acquired the Shares pursuant to the terms of the
Plan in connection with the Company's acquisition of Chester.  Immediately prior
to the  acquisition  of Chester,  Anthony F. Lisanti was Vice Chairman and Chief
Executive  Officer,  John T. Lucey was  President and Chief  Operating  Officer,
Dennis  A.  Faust  was   Senior   Vice   President   and   General   Manager  of
Design/Construction,  Charles D.  Blumenschein  was Senior  Vice  President  and
General Manager of Service/Technology, and Richard J. Bartkowski was Senior Vice
President and General Manager of Operations/Technical  Services of Chester. Each
of the Selling  Stockholders  is now an employee of the  Company.  Other than as
described herein, none of the Selling Stockholders has, or within the past three
years has had, any office or other material relationship with the Company or any
of its predecessors or affiliates.


                                       10
<PAGE>


                             PLAN OF DISTRIBUTION

      The  Shares  offered  hereby  may be sold  from time to time by or for the
account of the  Selling  Stockholders  on one or more  exchanges  or  otherwise;
directly to  purchasers  in negotiated  transactions;  by or through  brokers or
dealers in ordinary brokerage  transactions or transactions in which a broker or
dealer  solicits  purchasers;  in block trades in which  brokers or dealers will
attempt  to sell  Shares as agent but may  position  and resell a portion of the
block as principal;  in  transactions  in which a broker or dealer  purchases as
principal for resale for its own account; or in any combination of the foregoing
methods.  Shares may be sold at a fixed offering price, which may be changed, at
the  prevailing  market  price at the time of sale,  at prices  related  to such
prevailing market price or at negotiated prices.  Brokers or dealers may arrange
for others to participate in any such  transaction and may receive  compensation
in the form of  discounts,  commissions  or  concessions  payable by the Company
and/or the purchasers of Shares. If required at the time that a particular offer
of Shares is made,  a  supplement  to this  Prospectus  will be  delivered  that
describes any material arrangements for the distribution of Shares and the terms
of the offering,  including,  without limitation, any discounts,  commissions or
concessions  and  other  items   constituting   compensation  from  the  Selling
Stockholders  or  otherwise.  The Company may agree to  indemnify  participating
brokers or dealers  against  certain civil  liabilities,  including  liabilities
under the Securities Act.

      The Selling  Stockholders and any such brokers or dealers may be deemed to
be  "underwriters"  within the meaning of the Securities Act, in which event any
discounts,  commissions or  concessions  received by such brokers or dealers and
any profit on the resale of the Shares  purchased by such brokers or dealers may
be deemed to be underwriting commissions or discounts under the Securities Act.

      The Company has informed the Selling  Stockholders  that the provisions of
Regulation  M under the  Exchange Act may apply to their sales of Shares and has
furnished the Selling  Stockholders with a copy of these rules. The Company also
has  advised the  Selling  Stockholders  of the  requirement  for  delivery of a
prospectus in connection with any sale of the Shares.

      Any Shares covered by this  Prospectus  which qualify for sale pursuant to
Rule 144  under  the  Securities  Act may be sold  under  Rule 144  rather  than
pursuant to this Prospectus. There is no assurance that the Selling Stockholders
will sell any or all of 


                                       11
<PAGE>

the Shares. The Selling Stockholders may transfer, devise or gift such Shares by
other means not described herein.

      The Company will pay all of the expenses  incident to the  registration of
the Shares,  other than  commissions  and other  selling  expenses and any stock
transfer taxes.


                           VALIDITY OF COMMON STOCK

      The  validity  of the Shares  offered  hereby  will be passed upon for the
Company by Damian C. Georgino, Vice President,  General Counsel and Secretary of
the Company.  Mr.  Georgino  presently  holds 100 shares of the Common Stock and
options  granted under the Company's 1991 Employee Stock Option Plan to purchase
an aggregate of 37,500 shares of Common Stock.


                   INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

      The consolidated  financial statements of United States Filter Corporation
and its  subsidiaries  as of March  31,  1996 and 1997 and for each of the three
years in the period  ended March 31, 1997 have been audited by KPMG Peat Marwick
LLP,  independent  certified  public  accountants,  as  stated  in their  report
incorporated by reference herein. Such consolidated  financial statements of the
Company and its  subsidiaries  are  incorporated by reference herein in reliance
upon the report of such firm given on the  authority  of said firm as experts in
accounting and auditing.





                                       12
<PAGE>

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

     NO    PERSON     HAS    BEEN
     AUTHORIZED   TO   GIVE   ANY
     INFORMATION  OR TO MAKE  ANY
     REPRESENTATIONS  OTHER  THAN
     THOSE   CONTAINED   IN  THIS
     PROSPECTUS, AND, IF GIVEN OR
     MADE,  SUCH  INFORMATION  OR
     REPRESENTATIONS  MUST NOT BE
     RELIED  UPON AS HAVING  BEEN
     AUTHORIZED.  THIS PROSPECTUS
     DOES NOT CONSTITUTE AN OFFER
     TO SELL OR THE  SOLICITATION                  12,356 SHARES
     OF  AN   OFFER  TO  BUY  ANY
     SECURITIES  OTHER  THAN  THE
     SECURITIES   TO   WHICH   IT         UNITED STATES FILTER CORPORATION
     RELATES  OR AN OFFER TO SELL
     OR  THE  SOLICITATION  OF AN
     OFFER TO BUY SUCH SECURITIES                   COMMON STOCK
     IN  ANY   CIRCUMSTANCES   IN
     WHICH    SUCH    OFFER    OR
     SOLICITATION   IS  UNLAWFUL.
     NEITHER THE DELIVERY OF THIS
     PROSPECTUS NOR ANY SALE MADE                ________________
     HEREUNDER  SHALL,  UNDER ANY
     CIRCUMSTANCES,   CREATE  ANY
     IMPLICATION  THAT  THERE HAS                    PROSPECTUS
     BEEN   NO   CHANGE   IN  THE
     AFFAIRS OF THE COMPANY SINCE                  
     THE DATE  HEREOF OR THAT THE                ________________
     INFORMATION CONTAINED HEREIN                  
     IS  CORRECT  AS OF ANY  TIME
     SUBSEQUENT TO ITS DATE.
         
            -------------

          TABLE OF CONTENTS

                                PAGE
                                                    
     Available Information........2
     Incorporation of Certain
     Documents by Reference.......2               
     The Company..................3
     Risk Factors.................4                
     Use of Proceeds..............9
     Selling Stockholders.........10
     Plan of Distribution.........11
     Validity of Common Stock.....12
     Independent Certified 
     Public Accountants...........12             July 3, 1997

======================================    ======================================
                                                  
<PAGE>


                                  SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  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 Palm Desert, State of California, on this 2nd day of
July, 1997.

                                    UNITED STATES FILTER CORPORATION

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

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of United States Filter  Corporation  hereby  constitutes  and appoints
Kevin L. Spence 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 of 1933, as amended,  including
post-effective  amendments,  and other related  documents,  and to file the same
with the  Securities and Exchange  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 of 1933, as amended,
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                       Capacity                  Date
       ----------                     ----------                ------

/s/ Richard J. Heckmann            Chairman of the Board,     July 2, 1997
--------------------------         President and Chief
Richard J. Heckmann                Executive Officer
                                   (Principal Executive
                                   Officer) and a Director


              
<PAGE>

       Signature                       Capacity                  Date
       ----------                     ----------                ------


/s/ Kevin L. Spence                Vice President and Chief   July 2, 1997
--------------------------         Financial Officer
Kevin L. Spence                    (Principal Financial and
                                   Accounting Officer)

/s/ Michael J. Reardon             Executive Vice President   July 2, 1997
--------------------------         and a Director
Michael J. Reardon

/s/ Tim L. Traff                   Senior Vice President      July 2, 1997
--------------------------         and a Director
Tim L. Traff

/s/ James E. Clark                 Director                   July 2, 1997
--------------------------
James E. Clark

/s/ John L. Diederich              Director                   July 2, 1997
--------------------------
John L. Diederich

/s/ Robert S. Hillas               Director                   July 2, 1997
--------------------------
Robert S. Hillas

/s/ Arthur B. Laffer               Director                   July 2, 1997
--------------------------
Arthur B. Laffer

/s/ Alfred E. Osborne, Jr.         Director                   July 2, 1997
--------------------------
Alfred E. Osborne, Jr.

/s/ J. D. Quayle                   Director                   July 2, 1997
--------------------------
J. Danforth Quayle

<PAGE>


       Signature                    Capacity                    Date
       ----------                   ----------                  ------

/s/ C. Howard Wilkins, Jr.         Director                   July 2, 1997
--------------------------
C. Howard Wilkins, Jr.


<PAGE>



                               EXHIBIT INDEX

Exhibit No.                 Description                  Sequential Page 
                                                              Number

    4.1      Restated Certificate of Incorporation,
             as  amended   (incorporated  by  reference  
             to  Exhibit  3  to  the  Registrant's  
             Annual Report on Form 10-K,  dated 
             June 28, 1996, for the year ended 
             March 31, 1996 (File No. 1-10728)).

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

    5.1      Opinion of Damian C. Georgino, Esq.,
             regarding the legality of the
             securities registered hereunder.

   23.1      Consent of KPMG Peat Marwick LLP.

   23.2      Consent of Damian C. Georgino, Esq.
             (included in the Opinion filed as
             Exhibit 5.1).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 52170}]
{"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": "333-30783", "film-number": "97636398"}, "business-address": {"street1": "40-004 COOK STREET", "city": "PALM DESERT", "state": "CA", "zip": "92211", "phone": "6193400098"}, "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                    (I.R.S. Employer
of incorporation or organization)               Identification No.)

          40-004 Cook Street
       Palm Desert, California                          92211
    (Address of principal executive offices)          (Zip Code)

                             CHESTER ENGINEERS, INC.
                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                            Damian C. Georgino, Esq.
                   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                       MAXIMUM           MAXIMUM          AMOUNT OF
   SECURITIES     AMOUNT TO BE  0FFERING PRICE     AGGREGATE        REGISTRATION
TO BE REGISTERED   REGISTERED    PER SHARE(1)    OFFERING PRICE(1)     FEE(1)
--------------------------------------------------------------------------------

Common Stock,     400,000 shares   $30.75(1)      $12,300,000        $3,728
par value $.01 
per share

Common Stock,      12,356 shares   $30.75(2)      $   379,947        $  116
par value                                                     
$.01 per share
================================================================================

      (1) Based upon the  exercise  price of the options in respect of which the
shares may be issued, in accordance with Rule 457(h).

      (2)  Based upon the issue price of the shares.

--------------------------------------------------------------------------------
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following  documents  filed by United States Filter  Corporation  (the
"Registrant")  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,  1997,  and (ii) the  description  of the  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  Registrant  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  Chester  Engineers,  Inc.  1996 Stock  Option Plan
meeting the requirements of Section 10(a) of the United States Securities Act of
1933, as amended (the "Securities Act").

Item 4.  Description of Securities.

      The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

      The  legality  of the Common  Stock to which this  Registration  Statement
relates has been  passed upon for the  Registrant  by Damian C.  Georgino,  Vice
President,  General Counsel and Secretary of the Company. Mr. Georgino presently
holds 100 shares of the Registrant's  Common Stock and options granted under the
Registrant's  1991 Employee Stock Option Plan to purchase an aggregate of 37,500
shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

      The Certificate of Incorporation and the By-laws of the Registrant 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 Registrant.

      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 Registrant  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 Registrant.

Item 7.  Exemption from Registration Claimed.

      On April 30, 1997, the Registrant acquired all of the outstanding stock of
Chester  Engineers,  Inc.  Pursuant to the Chester  Engineers,  Inc.  1996 Stock
Option Plan, all  outstanding  options under such plan ("Chester  Options") were
automatically  converted  into the same number of options to purchase  shares of
the  Registrant's  Common  Stock at the  market  price on the date of grant (the
"Options"),  and an additional number of shares of the Registrant's Common Stock
(the "Additional  Shares") equivalent to the amount of the spread on the Chester
Options on such date. It is the  Company's  view that there was no "sale" of the
Options  or the  Additional  Shares  within the  meaning of Section  2(3) of the
Securities Act.

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 to the  Registrant's
                  Annual Report on Form 10-K,  dated June 28, 1996, for the year
                  ended March 31, 1996 (File No. 1-10728)).

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

      5.1         Opinion of Damian C. Georgino, Esq., regarding the legality of
                  the securities registered hereunder.
23.1        Consent of KPMG Peat Marwick LLP.

      23.2        Consent of Damian C. Georgino, Esq. (included in
                  the Opinion filed as Exhibit 5.1).

    Item 9.  Undertakings.

      (a)  The undersigned Registrant 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 the  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 the Registration Statement;

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

      Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the 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 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 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 thereto.

                                         * * *

      (h)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  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
Securities  Act and,  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  Securities
Act and will be governed by the final adjudication of such issue.
PROSPECTUS
July 3, 1997

                                 12,356 SHARES

                       UNITED STATES FILTER CORPORATION

                                 COMMON STOCK
                          (PAR VALUE $.01 PER SHARE)
                              -------------------

      This  prospectus  provides  for the  offering by the Selling  Stockholders
named or otherwise  referred to herein (the "Selling  Stockholders") of up to an
aggregate of 12,356 shares (the  "Shares") of the Common  Stock,  par value $.01
per share ("Common Stock"), of United States Filter Corporation (the "Company").
The  Selling  Stockholders  acquired  the  Shares  pursuant  to the terms of the
Chester  Engineers,  Inc. 1996 Stock Option Plan (the "Plan") in connection with
the  acquisition  by the Company of Chester  Engineers,  Inc.  ("Chester").  See
"Selling Stockholders."

      The Shares may be  offered  or sold by or for the  account of the  Selling
Stockholders from time to time on one or more exchanges or otherwise,  at prices
and on terms to be determined at the time of sale, to purchasers  directly or by
or through  brokers or  dealers,  who may  receive  compensation  in the form of
discounts,  commissions or concessions.  The Selling  Stockholders  and any such
brokers or dealers may be deemed to be "underwriters"  within the meaning of the
United States Securities Act of 1933, as amended (the "Securities Act"), and any
discounts,  concessions and commissions received by any such brokers and dealers
may be deemed to be  underwriting  commissions or discounts under the Securities
Act.  The  Company  will not receive  any of the  proceeds  from any sale of the
Shares offered hereby. See "Use of Proceeds,"  "Selling  Stockholders" and "Plan
of Distribution."

      The Common Stock is listed on the New York Stock Exchange (the "NYSE") and
traded under the symbol  "USF." The last reported sale price of the Common Stock
on the NYSE on July 2, 1997 was $27.625 per share.
                             ---------------------

      SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR CERTAIN CONSIDERATIONS RELEVANT
TO AN INVESTMENT IN THE COMMON STOCK.
                             ---------------------

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
         COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
           ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
              OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION
                    TO THE CONTRARY IS A CRIMINAL OFFENSE.
AVAILABLE INFORMATION

      The  Company is subject to the  informational  requirements  of the United
States Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance  therewith files periodic reports,  proxy solicitation  materials and
other   information   with  the   Securities   and  Exchange   Commission   (the
"Commission").  Such reports, proxy solicitation materials and other information
can be inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington,  D.C. 20549
and at the  Commission's  Regional  Offices located at Seven World Trade Center,
Suite 1300,  New York,  New York 10048 and  Citicorp  Center,  500 West  Madison
Street, Suite 1400, Chicago,  Illinois 60661-2511.  Copies of such materials can
be  obtained  from the Public  Reference  Section of the  Commission,  450 Fifth
Street,  N.W.,  Washington,  D.C.  20549,  at prescribed  rates.  The Commission
maintains a Web site that contains reports, proxy and information statements and
other  information  regarding  registrants  that  file  electronically  with the
Commission. Such reports, proxy and information statements and other information
may be  found on the  Commission's  Web site  address,  http://www.sec.gov.  The
Common Stock is listed on the NYSE. Such reports,  proxy solicitation  materials
and other  information  can also be inspected and copied at the NYSE at 20 Broad
Street, New York, New York 10005.

      The Company has filed with the Commission a registration statement on Form
S-8 (herein,  together  with all  amendments  and  exhibits,  referred to as the
"Registration  Statement") under the Securities Act with respect to the offering
made hereby.  This  Prospectus does not contain all of the information set forth
in the  Registration  Statement,  certain  portions  of  which  are  omitted  in
accordance  with the rules and  regulations of the  Commission.  Such additional
information  may  be  obtained  from  the   Commission's   principal  office  in
Washington,  D.C. as set forth  above.  For further  information,  reference  is
hereby made to the  Registration  Statement,  including the exhibits  filed as a
part  thereof  or  otherwise  incorporated  herein.   Statements  made  in  this
Prospectus as to the contents of any documents  referred to are not  necessarily
complete,  and in each  instance  reference  is made to such  exhibit for a more
complete description and each such statement is modified in its entirety by such
reference.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following  documents  filed by the Company (File No. 1-10728) with the
Commission  pursuant to the  Exchange Act are  incorporated  by  reference:  The
Company's  Annual  Report on Form 10-K for the fiscal year ended March 31, 1997;
and the 

                                       2
description of the Common Stock contained in the Company's  Registration
Statement on Form 8-A, as the same may be amended.

      All documents and reports  subsequently  filed by the Company  pursuant to
Section  13(a),  13(c),  14 or 15(d) of the  Exchange Act after the date of this
Prospectus and prior to the  termination of the offering made by this Prospectus
shall be deemed to be incorporated by reference herein. Any statement  contained
herein or in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Prospectus  to  the  extent  that  a  statement   contained  herein  or  in  any
subsequently  filed  document  which  is or is  deemed  to  be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

      The Company will provide to each person to whom a copy of this  Prospectus
is delivered, upon the written or oral request of such person, without charge, a
copy of any or all of the documents that are  incorporated  herein by reference,
other than exhibits to such  information  (unless such exhibits are specifically
incorporated by reference into such  documents).  Requests should be directed to
Vice President, General Counsel and Secretary, United States Filter Corporation,
40-004 Cook Street, Palm Desert, California 92211 (telephone (760) 340-0098).

                                  THE COMPANY

      The Company is a leading global provider of industrial and municipal water
and wastewater treatment systems,  products and services, with an installed base
of systems  that the  Company  believes  is one of the  largest  worldwide.  The
Company  is  also  a  leading  provider  of  service  deionization  ("SDI")  and
outsourced  water  services,  including  the  operation of water and  wastewater
treatment  systems at customer sites. It is actively involved in the development
of privatization  initiatives for municipal  wastewater  treatment facilities in
the United States,  Mexico and Canada.  The Company sells equipment and provides
services to its customers through more than 450 locations  throughout the world.
The  Company  also  markets  a broad  line of water  distribution  and sewer and
stormwater  equipment and supplies through a network of over 110 service centers
in the United States.  In addition,  the Company sells,  installs and services a
wide range of water treatment and water-related products for the residential and
consumer markets.
                                       3
The  Company's  principal  executive  offices  are  located at 40-004 Cook
Street,  Palm  Desert,  California  92211,  and its  telephone  number  is (760)
340-0098.  References  herein  to the  Company  refer to  United  States  Filter
Corporation and its subsidiaries, unless the context requires otherwise.

                                 RISK FACTORS

      Prospective  investors  should  consider  carefully the following  factors
relating to the business of the Company, together with the other information and
financial data included or incorporated by reference in this Prospectus,  before
acquiring the securities offered hereby.  Information  contained or incorporated
by reference in this Prospectus includes "forward-looking  statements" which can
be  identified by the use of  forward-looking  terminology  such as  "believes,"
"contemplates,"  "expects," "may," "will," "should," "would" or "anticipates" or
the negative thereof or other variations thereon or comparable  terminology.  No
assurance can be given that the future  results  covered by the  forward-looking
statements  will  be  achieved.  The  following  matters  constitute  cautionary
statements  identifying  important factors with respect to such  forward-looking
statements,  including certain risks and uncertainties,  that could cause actual
results  to  vary   materially   from  the  future   results   covered  in  such
forward-looking  statements.  Other factors  could also cause actual  results to
vary  materially  from  the  future  results  covered  in  such  forward-looking
statements.

ACQUISITION STRATEGY

      In pursuit of its  strategic  objective  of becoming  the  leading  global
single-source  provider of water and wastewater  treatment systems and services,
the Company has, since 1991,  acquired and successfully  integrated more than 75
United States based and  international  businesses with strong market  positions
and substantial water and wastewater treatment  expertise.  The Company plans to
continue to pursue  acquisitions that complement its technologies,  products and
services,  broaden its customer base and expand its global distribution network.
The  Company's  acquisition  strategy  entails the potential  risks  inherent in
assessing the value, strengths, weaknesses,  contingent or other liabilities and
potential  profitability  of  acquisition  candidates  and  in  integrating  the
operations  of  acquired  companies.  Although  the Company  generally  has been
successful  in  pursuing  these  acquisitions,  there can be no  assurance  that
acquisition  opportunities will continue to be available,  that the Company will
have access to the capital required to finance potential 

                                       4
acquisitions,  that the Company will continue to acquire  businesses or that any
business acquired will be integrated successfully or prove profitable.

INTERNATIONAL TRANSACTIONS

      The Company has made and expects it will continue to make acquisitions and
expects to obtain  contracts in markets  outside the United States.  While these
activities  may  provide  important  opportunities  for the Company to offer its
products and  services  internationally,  they also entail the risks  associated
with  conducting  business  internationally,  including  the  risk  of  currency
fluctuations,  slower payment of invoices,  nationalization and possible social,
political and economic instability.

RELIANCE ON KEY PERSONNEL

      The Company's  operations are dependent on the continued efforts of senior
management,  in particular  Richard J. Heckmann,  the Company's  Chairman of the
Board, President and Chief Executive Officer. There are no employment agreements
between the Company and the  members of its senior  management,  except  Thierry
Reyners,  the Company's  Executive Vice  President--European  Group and Harry K.
Hornish, Jr., the Company's Executive Vice President--Distribution Group. Should
any of the senior  managers be unable or choose not to continue in their present
roles, the Company's prospects could be adversely affected.

PROFITABILITY OF FIXED PRICE CONTRACTS

      A significant  portion of the Company's revenues are generated under fixed
price  contracts.  To the extent that  original cost  estimates are  inaccurate,
costs to complete  increase,  delivery schedules are delayed or progress under a
contract is otherwise  impeded,  revenue  recognition and  profitability  from a
particular  contract may be adversely  affected.  The Company  routinely records
upward or downward  adjustments  with  respect to fixed price  contracts  due to
changes  in  estimates  of costs to  complete  such  contracts.  There can be no
assurance that future downward adjustments will not be material.

CYCLICALITY AND SEASONALITY

                                       5
The sale of capital  equipment  within  the water  treatment  industry  is
cyclical and influenced by various economic factors including interest rates and
general  fluctuations  of the  business  cycle.  A  significant  portion  of the
Company's  revenues are derived from capital equipment sales.  While the Company
sells  capital  equipment  to  customers  in  diverse  industries  and in global
markets,  cyclicality  of capital  equipment  sales and  instability  of general
economic  conditions could have an adverse effect on the Company's  revenues and
profitability.

      The sale of water and  wastewater  distribution  equipment and supplies is
also cyclical and  influenced by various  economic  factors  including  interest
rates, land development and housing construction  industry cycles. Sales of such
equipment  and  supplies are also  subject to seasonal  fluctuation  in northern
climates.  The sale of water and wastewater  distribution equipment and supplies
is  a  significant   component  of  the  Company's  business.   Cyclicality  and
seasonality  of water and wastewater  distribution  equipment and supplies sales
could have an adverse effect on the Company's revenues and profitability.

POTENTIAL ENVIRONMENTAL RISKS

      The Company's business and products may be significantly influenced by the
constantly  changing body of environmental  laws and regulations,  which require
that certain environmental standards be met and impose liability for the failure
to comply with such  standards.  The Company is also  subject to inherent  risks
associated with  environmental  conditions at facilities owned, and the state of
compliance with environmental laws, by businesses acquired by the Company. While
the  Company  endeavors  at each of its  facilities  to assure  compliance  with
environmental laws and regulations, there can be no assurance that the Company's
operations or  activities,  or historical  operations by others at the Company's
locations, will not result in cleanup obligations, civil or criminal enforcement
actions or private  actions  that  could have a material  adverse  effect on the
Company. In that regard federal and state environmental  regulatory  authorities
have commenced civil enforcement  actions related to alleged multiple violations
of applicable wastewater  pretreatment standards by a wholly owned subsidiary of
the Company at a Connecticut ion exchange  regeneration facility acquired by the
Company in October 1995 from Anjou International Company ("Anjou"). A grand jury
investigation is pending which is believed to relate to the same conditions that
were the  subject  of the civil  actions.  The  Company  has  certain  rights of
indemnification from Anjou which may be available with respect to these matters.
In addition, the Company's activities as owner and operator of certain hazardous
waste  treatment  and  recovery  

                                       6
facilities are subject to stringent laws and regulations and compliance reviews.
Failure of these  facilities  to comply with those  regulations  could result in
substantial  fines and the suspension or revocation of the facility's  hazardous
waste  permit.  In other  matters,  the Company has been  notified by the United
States  Environmental  Protection  Agency that it is a  potentially  responsible
party  under  the  Comprehensive  Environmental  Response,   Compensation,   and
Liability  Act  ("CERCLA")  at  certain  sites  to  which  the  Company  or  its
predecessors  allegedly  sent waste in the past. It is possible that the Company
could  receive  other such notices  under CERCLA or analogous  state laws in the
future.  The Company does not believe that its  liability,  if any,  relating to
such  matters  will be material.  However,  there can be no assurance  that such
matters will not be material.  In addition,  to some extent, the liabilities and
risks imposed by  environmental  laws on the  Company's  customers may adversely
impact  demand for  certain of the  Company's  products  or  services  or impose
greater  liabilities and risks on the Company,  which could also have an adverse
effect on the Company's competitive or financial position.

COMPETITION

      Each of the markets in which the Company competes is fragmented and highly
competitive.  In the water and wastewater treatment market, the Company competes
globally  with  many  United  States  based  and  international   companies.  In
connection  with the marketing of water  distribution  equipment and supplies in
the United  States,  the Company  competes  with a large  number of  independent
wholesalers,   other   distribution   chains   similar  to  the   Company's  and
manufacturers  who sell directly to customers.  In the residential water market,
in which the Company believes there are thousands of  participants,  the Company
competes with national distribution networks, businesses with regional scope and
local product  assemblers or service companies,  as well as retail outlets.  The
Company  knows of no  reliable  statistics  that  provide a basis  from which to
estimate the Company's relative competitive position in these markets.  While no
competitor is considered dominant in any of these markets, there are competitors
which have significantly greater resources than the Company,  which, among other
things,  could be a competitive  disadvantage to the Company in securing certain
projects.

TECHNOLOGICAL AND REGULATORY CHANGE

      The water and wastewater  treatment  business is characterized by changing
technology, competitively imposed process standards 

                                       7
and  regulatory  requirements,  each of  which  influences  the  demand  for the
Company's   products  and   services.   Changes  in   regulatory  or  industrial
requirements  may  render  certain  of  the  Company's  treatment  products  and
processes  obsolete.  Acceptance  of new  products  may also be  affected by the
adoption  of  new  government  regulations  requiring  stricter  standards.  The
Company's ability to anticipate  changes in technology and regulatory  standards
and to develop  successfully and introduce new and enhanced products on a timely
basis  will be a  significant  factor in the  Company's  ability  to grow and to
remain  competitive.  There can be no assurance that the Company will be able to
achieve  the  technological  advances  that may be  necessary  for it to  remain
competitive  or that  certain  of its  products  will not  become  obsolete.  In
addition,  the  Company is subject to the risks  generally  associated  with new
product  introductions  and applications,  including lack of market  acceptance,
delays in development or failure of products to operate properly.

MUNICIPAL AND WASTEWATER MARKET

      A  significant  percentage  of the  Company's  revenues  are derived  from
municipal customers.  While municipalities  represent an important market in the
water and wastewater  treatment  industry,  contractor  selection  processes and
funding for projects in the municipal sector entail certain additional risks not
typically encountered with industrial customers.  Competition for selection of a
municipal contractor typically occurs through a formal bidding process which can
require the  commitment  of  significant  resources  and greater lead times than
industrial  projects.  In addition,  demand in the municipal market is dependent
upon the availability of funding at the local level, which may be the subject of
increasing pressure as local governments are expected to bear a greater share of
the cost of public services.

      A subsidiary of the Company,  Zimpro  Environmental,  Inc. ("Zimpro"),  is
party  to  certain  agreements  (entered  into in 1990 at the  time  Zimpro  was
acquired  from  unrelated  third parties by the entities from which it was later
acquired by the Company),  pursuant to which Zimpro agreed,  among other things,
to pay the  original  sellers a royalty of 3.0% of its annual  consolidated  net
sales of certain  products in excess of $35.0 million  through October 25, 2000.
Under  certain  interpretations  of such  agreements,  with  which  the  Company
disagrees,  Zimpro  could be liable for such  royalties  with respect to the net
sales  attributable  to  products,  systems  and  services  of  certain  defined
wastewater  treatment  businesses  acquired  by  Zimpro  or the  Company  or the
Company's other subsidiaries after May 31, 1996. The 

                                       8
defined businesses include, among others, manufacturing machinery and equipment,
and  engineering,  installation,  operation  and  maintenance  services  related
thereto,  for the  treatment  and  disposal  of waste  liquids,  toxic waste and
sludge.  One of the prior  sellers  has  revealed  in a letter to the Company an
interpretation  contrary to that of the Company.  The Company  believes  that it
would have meritorious  defenses to any claim based upon any such interpretation
and would  vigorously  pursue the  elimination  of any threat to expand  what it
believes to be its obligations pursuant to such agreements.

SHARES ELIGIBLE FOR FUTURE SALE

      The market price of the Common  Stock could be  adversely  affected by the
availability  for public sale of shares held on July 1, 1997 by security holders
of the Company,  including: (i) up to 3,750,093 shares which may be delivered by
Laidlaw Inc. or its affiliates ("Laidlaw"), at Laidlaw's option in lieu of cash,
at  maturity  pursuant  to the  terms of 5-3/4%  Exchangeable  Notes due 2000 of
Laidlaw (the amount of shares or cash  delivered or paid to be dependent  within
certain  limits upon the value of the Common Stock at maturity);  (ii) 7,636,363
shares  issuable upon  conversion of the Company's 6%  Convertible  Subordinated
Notes due 2005 at a conversion price of $18.33 per share of Common Stock;  (iii)
9,113,924  shares issuable upon conversion of the Company's  4-1/2%  Convertible
Subordinated  Notes due 2001 at a conversion price of $39.50 per share of Common
Stock; (iv) 5,010,677  outstanding shares that are currently registered for sale
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
two shelf registration statements; and (v) 2,780,522 shares which are subject to
agreements  pursuant to which the  holders  have  certain  rights to request the
Company to register the sale of such holders'  Common Stock under the Securities
Act and/or,  subject to certain  conditions,  to include certain  percentages of
such shares in other registration  statements filed by the Company (1,980,000 of
which shares also may be sold from time to time by the holder  thereof  pursuant
to Rule 144 under the Securities  Act). In addition,  the Company has registered
for sale under the Securities Act with respect to 3,132,106  shares which may be
issuable by the Company from time to time in  connection  with  acquisitions  of
businesses or assets from third parties.

                                USE OF PROCEEDS

      The Selling  Stockholders  will receive all of the net  proceeds  from any
sale of the Shares offered  hereby,  and none of

                                       9
such  proceeds  will be available  for use by the Company or  otherwise  for the
Company's benefit.

                             SELLING STOCKHOLDERS

      The following table sets forth certain  information  regarding  beneficial
ownership as of July 2, 1997 of shares of Common  Stock by Selling  Stockholders
holding 1,000 or more Shares.  Certain other holders of Shares, none of whom are
affiliates of the Company and who each may sell up to 1,000 Shares, may use this
Prospectus for reoffers and resales of Shares.  The respective  number of shares
indicated as to each Selling  Stockholder  constitutes  less than one percent of
the shares of Common Stock outstanding as of July 2, 1997.

                                                 Maximum
                                                 Shares          Shares
                               Shares             to be           Owned
       Selling                  Owned             Sold        Beneficially
     Stockholder            Beneficially         Hereby        as Adjusted
     -----------            -------------        -------      ------------
Anthony F. Lisanti            1,545               1,545            --
John T. Lucey                 2,935               2,935            --
Dennis A. Faust               1,699               1,699            --
Charles D.
  Blumenschein                1,390               1,390            --
Richard J. Bartkowski         1,390               1,390            --

      The Selling Stockholders  acquired the Shares pursuant to the terms of the
Plan in connection with the Company's acquisition of Chester.  Immediately prior
to the  acquisition  of Chester,  Anthony F. Lisanti was Vice Chairman and Chief
Executive  Officer,  John T. Lucey was  President and Chief  Operating  Officer,
Dennis  A.  Faust  was   Senior   Vice   President   and   General   Manager  of
Design/Construction,  Charles D.  Blumenschein  was Senior  Vice  President  and
General Manager of Service/Technology, and Richard J. Bartkowski was Senior Vice
President and General Manager of Operations/Technical  Services of Chester. Each
of the Selling  Stockholders  is now an employee of the  Company.  Other than as
described herein, none of the Selling Stockholders has, or within the past three
years has had, any office or other material relationship with the Company or any
of its predecessors or affiliates.

                                       10
PLAN OF DISTRIBUTION

      The  Shares  offered  hereby  may be sold  from time to time by or for the
account of the  Selling  Stockholders  on one or more  exchanges  or  otherwise;
directly to  purchasers  in negotiated  transactions;  by or through  brokers or
dealers in ordinary brokerage  transactions or transactions in which a broker or
dealer  solicits  purchasers;  in block trades in which  brokers or dealers will
attempt  to sell  Shares as agent but may  position  and resell a portion of the
block as principal;  in  transactions  in which a broker or dealer  purchases as
principal for resale for its own account; or in any combination of the foregoing
methods.  Shares may be sold at a fixed offering price, which may be changed, at
the  prevailing  market  price at the time of sale,  at prices  related  to such
prevailing market price or at negotiated prices.  Brokers or dealers may arrange
for others to participate in any such  transaction and may receive  compensation
in the form of  discounts,  commissions  or  concessions  payable by the Company
and/or the purchasers of Shares. If required at the time that a particular offer
of Shares is made,  a  supplement  to this  Prospectus  will be  delivered  that
describes any material arrangements for the distribution of Shares and the terms
of the offering,  including,  without limitation, any discounts,  commissions or
concessions  and  other  items   constituting   compensation  from  the  Selling
Stockholders  or  otherwise.  The Company may agree to  indemnify  participating
brokers or dealers  against  certain civil  liabilities,  including  liabilities
under the Securities Act.

      The Selling  Stockholders and any such brokers or dealers may be deemed to
be  "underwriters"  within the meaning of the Securities Act, in which event any
discounts,  commissions or  concessions  received by such brokers or dealers and
any profit on the resale of the Shares  purchased by such brokers or dealers may
be deemed to be underwriting commissions or discounts under the Securities Act.

      The Company has informed the Selling  Stockholders  that the provisions of
Regulation  M under the  Exchange Act may apply to their sales of Shares and has
furnished the Selling  Stockholders with a copy of these rules. The Company also
has  advised the  Selling  Stockholders  of the  requirement  for  delivery of a
prospectus in connection with any sale of the Shares.

      Any Shares covered by this  Prospectus  which qualify for sale pursuant to
Rule 144  under  the  Securities  Act may be sold  under  Rule 144  rather  than
pursuant to this Prospectus. There is no assurance that the Selling Stockholders
will sell any or all of 

                                       11
the Shares. The Selling Stockholders may transfer, devise or gift such Shares by
other means not described herein.

      The Company will pay all of the expenses  incident to the  registration of
the Shares,  other than  commissions  and other  selling  expenses and any stock
transfer taxes.

                           VALIDITY OF COMMON STOCK

      The  validity  of the Shares  offered  hereby  will be passed upon for the
Company by Damian C. Georgino, Vice President,  General Counsel and Secretary of
the Company.  Mr.  Georgino  presently  holds 100 shares of the Common Stock and
options  granted under the Company's 1991 Employee Stock Option Plan to purchase
an aggregate of 37,500 shares of Common Stock.

                   INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

      The consolidated  financial statements of United States Filter Corporation
and its  subsidiaries  as of March  31,  1996 and 1997 and for each of the three
years in the period  ended March 31, 1997 have been audited by KPMG Peat Marwick
LLP,  independent  certified  public  accountants,  as  stated  in their  report
incorporated by reference herein. Such consolidated  financial statements of the
Company and its  subsidiaries  are  incorporated by reference herein in reliance
upon the report of such firm given on the  authority  of said firm as experts in
accounting and auditing.

                                       12
======================================    ======================================

     NO    PERSON     HAS    BEEN
     AUTHORIZED   TO   GIVE   ANY
     INFORMATION  OR TO MAKE  ANY
     REPRESENTATIONS  OTHER  THAN
     THOSE   CONTAINED   IN  THIS
     PROSPECTUS, AND, IF GIVEN OR
     MADE,  SUCH  INFORMATION  OR
     REPRESENTATIONS  MUST NOT BE
     RELIED  UPON AS HAVING  BEEN
     AUTHORIZED.  THIS PROSPECTUS
     DOES NOT CONSTITUTE AN OFFER
     TO SELL OR THE  SOLICITATION                  12,356 SHARES
     OF  AN   OFFER  TO  BUY  ANY
     SECURITIES  OTHER  THAN  THE
     SECURITIES   TO   WHICH   IT         UNITED STATES FILTER CORPORATION
     RELATES  OR AN OFFER TO SELL
     OR  THE  SOLICITATION  OF AN
     OFFER TO BUY SUCH SECURITIES                   COMMON STOCK
     IN  ANY   CIRCUMSTANCES   IN
     WHICH    SUCH    OFFER    OR
     SOLICITATION   IS  UNLAWFUL.
     NEITHER THE DELIVERY OF THIS
     PROSPECTUS NOR ANY SALE MADE                ________________
     HEREUNDER  SHALL,  UNDER ANY
     CIRCUMSTANCES,   CREATE  ANY
     IMPLICATION  THAT  THERE HAS                    PROSPECTUS
     BEEN   NO   CHANGE   IN  THE
     AFFAIRS OF THE COMPANY SINCE                  
     THE DATE  HEREOF OR THAT THE                ________________
     INFORMATION CONTAINED HEREIN                  
     IS  CORRECT  AS OF ANY  TIME
     SUBSEQUENT TO ITS DATE.
         
            -------------

          TABLE OF CONTENTS

                                PAGE
                                                    
     Available Information........2
     Incorporation of Certain
     Documents by Reference.......2               
     The Company..................3
     Risk Factors.................4                
     Use of Proceeds..............9
     Selling Stockholders.........10
     Plan of Distribution.........11
     Validity of Common Stock.....12
     Independent Certified 
     Public Accountants...........12             July 3, 1997

======================================    ======================================
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  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 Palm Desert, State of California, on this 2nd day of
July, 1997.

                                    UNITED STATES FILTER CORPORATION

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

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of United States Filter  Corporation  hereby  constitutes  and appoints
Kevin L. Spence 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 of 1933, as amended,  including
post-effective  amendments,  and other related  documents,  and to file the same
with the  Securities and Exchange  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 of 1933, as amended,
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                       Capacity                  Date
       ----------                     ----------                ------

/s/ Richard J. Heckmann            Chairman of the Board,     July 2, 1997
--------------------------         President and Chief
Richard J. Heckmann                Executive Officer
                                   (Principal Executive
                                   Officer) and a Director
Signature                       Capacity                  Date
       ----------                     ----------                ------

/s/ Kevin L. Spence                Vice President and Chief   July 2, 1997
--------------------------         Financial Officer
Kevin L. Spence                    (Principal Financial and
                                   Accounting Officer)

/s/ Michael J. Reardon             Executive Vice President   July 2, 1997
--------------------------         and a Director
Michael J. Reardon

/s/ Tim L. Traff                   Senior Vice President      July 2, 1997
--------------------------         and a Director
Tim L. Traff

/s/ James E. Clark                 Director                   July 2, 1997
--------------------------
James E. Clark

/s/ John L. Diederich              Director                   July 2, 1997
--------------------------
John L. Diederich

/s/ Robert S. Hillas               Director                   July 2, 1997
--------------------------
Robert S. Hillas

/s/ Arthur B. Laffer               Director                   July 2, 1997
--------------------------
Arthur B. Laffer

/s/ Alfred E. Osborne, Jr.         Director                   July 2, 1997
--------------------------
Alfred E. Osborne, Jr.

/s/ J. D. Quayle                   Director                   July 2, 1997
--------------------------
J. Danforth Quayle
Signature                    Capacity                    Date
       ----------                   ----------                  ------

/s/ C. Howard Wilkins, Jr.         Director                   July 2, 1997
--------------------------
C. Howard Wilkins, Jr.
EXHIBIT INDEX

Exhibit No.                 Description                  Sequential Page 
                                                              Number

    4.1      Restated Certificate of Incorporation,
             as  amended   (incorporated  by  reference  
             to  Exhibit  3  to  the  Registrant's  
             Annual Report on Form 10-K,  dated 
             June 28, 1996, for the year ended 
             March 31, 1996 (File No. 1-10728)).

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

    5.1      Opinion of Damian C. Georgino, Esq.,
             regarding the legality of the
             securities registered hereunder.

   23.1      Consent of KPMG Peat Marwick LLP.

   23.2      Consent of Damian C. Georgino, Esq.
             (included in the Opinion filed as
             Exhibit 5.1).