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

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

                                    FORM S-8

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

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

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

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



             UNITED STATES FITER CORPORATION RETIREMENT SAVINGS PLAN
                            (Full title of the plan)

                            DAMIAN C. GEORGINO, ESQ.
         EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL & CORPORATE 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

================================================================================
     TITLE OF                         PROPOSED       PROPOSED         AMOUNT OF
    SECURITIES       AMOUNT TO BE     MAXIMUM         MAXIMUM       REGISTRATION
 TO BE REGISTERED     REGISTERED   OFFERING PRICE    AGGREGATE          FEE
                                     PER SHARE     OFFERING PRICE
--------------------------------------------------------------------------------
Common Stock,        1,500,000(1)    $21.69(2)      $32,535,000       $9,044.73
par value
$.01 per share
================================================================================

      (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended,  this Registration  Statement also covers an indeterminate number of
interests to be offered or sold pursuant to the United States Filter Corporation
Retirement Savings Plan.

      (2) Estimated  solely  for the purpose of calculating the registration fee
pursuant to Rule 457(h).  The fee is calculated on the basis of the  average  of
the high and low  prices  for  the Registrant's Common Stock reported on the New
York Stock Exchange Composite Tape on November 9, 1998.
--------------------------------------------------------------------------------

<PAGE>

PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by 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
    Registrant's  Annual  Report on Form 10-K for the year ended March 31, 1998;
    (ii) the  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
    June 30, 1998 (as amended by Form 10-Q/A dated November 9, 1998);  (iii) the
    Registrant's Current Reports on Form 8-K dated December 9, 1997, January 16,
    1998, May 12, 1998, May 19, 1998, June 15, 1998,  August 14, 1998,  November
    9, 1998 and November 10, 1998, and the Registrant's  Current Reports on Form
    8-K/A dated  February 6, 1998 and March 4, 1998 (amending the Current Report
    on Form 8-K dated  December 9, 1997),  February 6, 1998,  March 4, 1998, May
    12, 1998 and May 14,  1998  (amending  the Current  Report on Form 8-K dated
    January 16, 1998),  May 14, 1998  (amending  the Current  Report on Form 8-K
    dated May 12, 1998),  August 17, 1998  (amending the Current  Report on Form
    8-K dated  August 14, 1998) and  September  18, 1998  (amending  the Current
    Report on Form 8-K dated June 15,  1998);  and (iv) the  description  of the
    Registrant's  Common  Stock  contained  in  the  Registrant'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 Plans
    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

      None.


    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 


                                     II - 1
<PAGE>

    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.

      None.


    ITEM 8. EXHIBITS.

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

    EXHIBIT NO.                     DESCRIPTION

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

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

      5.1         Opinion of Kirkpatrick & Lockhart LLP,  regarding the legality
                  of the shares being registered hereunder.

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

      23.2        Consent of KPMG Peat Marwick LLP.

      23.3        Consent of Ernst & Young LLP.

      23.4        Consent of PricewaterhouseCoopers.

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

            The undersigned  Registrant hereby undertakes to submit the Plan and
      any amendment  thereto to the Internal Revenue Service ("IRS") in a timely
      manner and has made or will make all changes  required by the IRS in order
      to qualify the Plan.



                                     II - 2
<PAGE>

      ITEM 9.  UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

            (1)  To file, during any  period in which  offers of 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;

            (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 thereof.

                                      * * *

            (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  is,   therefore,
      unenforceable.  In the event that a claim for indemnification against such
      liabilities (other than the payment by the Registrant of expenses incurred
      or paid by a director,  officer or controlling person of the Registrant in
      the successful  defense of any action,  suit or proceeding) is asserted by
      such  director,  officer  or  controlling  person in  connection  with the
      securities being registered, the Registrant will, unless in the opinion of
      its counsel the matter has been settled by controlling  precedent,  submit
      to  a  court  of  appropriate   jurisdiction  the  question  whether  such
      indemnification  by it is  against  public  policy  as  expressed  in  the
      Securities  Act and will be  governed  by the final  adjudication  of such
      issue.


                                     II - 3
<PAGE>


                                   SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  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 12th
    day of November , 1998.


                                          UNITED STATES FILTER CORPORATION


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

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
    officers of United States Filter Corporation hereby constitutes and appoints
    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  United  States  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,        November 12, 1998
     -----------------------     Chief Executive Officer 
     Richard J. Heckmann         and President and a Director      
 

     /S/ KEVIN L. SPENCE         Executive Vice President      November 12, 1998
     -----------------------     and Chief Financial Officer
     Kevin L. Spence             (Principal Accounting Officer)               
     
                  
     /S/ NICHOLAS C. MEMMO       President and Chief           November 12, 1998
     ------------------------    Operating Officer - North 
     Nicholas C. Memmo           American Process Water Group 
                                 and a Director


     /S/ ANDREW D. SEIDEL        President and Chief           November 12, 1998
     ------------------------    Operating Officer - North 
     Andrew D. Seidel            American Wastewater Group 
                                 and a Director
     
            
     /S/ JAMES E. CLARK          Director                      November 12, 1998
     ------------------------
     James E. Clark



                                     II - 4
<PAGE>

           SIGNATURE                  CAPACITY                       DATE
           ---------                  --------                       ----
     

     /S/ JOHN L. DIEDERICH          Director                   November 12, 1998
     --------------------------
     John L. Diederich


     /S/ ROBERT S. HILLAS           Director                   November 12, 1998
     --------------------------
     Robert S. Hillas


     /S/ ARTHUR B. LAFFER           Director                   November 12, 1998
     --------------------------
     Arthur B. Laffer
    

     /S/ ARDON E. MOORE             Director                   November 12, 1998
     --------------------------
     Ardon E. Moore


     /S/ ALFRED E. OSBORNE, JR.     Director                   November 12, 1998
     --------------------------
     Alfred E. Osborne, Jr.


     /S/ J. DANFORTH QUAYLE         Director                   November 12, 1998
     --------------------------
     J. Danforth Quayle
     
   
     /S/ C. HOWARD WILKINS, JR.     Director                   November 12, 1998
     --------------------------
     C. Howard Wilkins, Jr.


       Pursuant to the requirements of the  Securities  Act of 1933,  the United
     States Filter Corporation  Employee Benefits Committee 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 November 12, 1998.


                                          UNITED STATES FILTER CORPORATION
                                          EMPLOYEE BENEFITS COMMITTEE


                                          By: /S/ DORRIE OSBORNE
                                              -----------------------------
                                              Dorrie Osborne, Member


                                          By: /S/ KEVIN L. SPENCE
                                              -----------------------------    
                                              Kevin L. Spence, Member


                                          By: /S/ JOY M. GAETANO
                                              -----------------------------    
                                              Joy M. Gaetano, Member



                                     II - 5
<PAGE>


                                  EXHIBIT INDEX

     EXHIBIT NO.               DESCRIPTION

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

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

        5.1     Opinion of Kirkpatrick & Lockhart LLP, regarding the legality of
                the shares being registered hereunder.

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

        23.2    Consent of KPMG Peat Marwick LLP.

        23.3    Consent of Ernst & Young LLP.

        23.4    Consent of PricewaterhouseCoopers.

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






                                     II - 6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21107}]
{"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": "333-67283", "film-number": "98749001"}, "business-address": {"street1": "40-004 COOK ST", "city": "PALM DESERT", "state": "CA", "zip": "92211", "phone": "7603400098"}, "mail-address": {"street1": "40-004 COOK STREET", "city": "PALM DESERT", "state": "CA", "zip": "92211"}, "former-company": [{"former-conformed-name": "AMERICAN TOXXIC CONTROL INC", "date-changed": "19910401"}, {"former-conformed-name": "NOVAN ENERGY INC", "date-changed": "19871227"}]}
Registration No. 333-_______
--------------------------------------------------------------------------------

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

                                    FORM S-8

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

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

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

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

             UNITED STATES FITER CORPORATION RETIREMENT SAVINGS PLAN
                            (Full title of the plan)

                            DAMIAN C. GEORGINO, ESQ.
         EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL & CORPORATE 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

================================================================================
     TITLE OF                         PROPOSED       PROPOSED         AMOUNT OF
    SECURITIES       AMOUNT TO BE     MAXIMUM         MAXIMUM       REGISTRATION
 TO BE REGISTERED     REGISTERED   OFFERING PRICE    AGGREGATE          FEE
                                     PER SHARE     OFFERING PRICE
--------------------------------------------------------------------------------
Common Stock,        1,500,000(1)    $21.69(2)      $32,535,000       $9,044.73
par value
$.01 per share
================================================================================

      (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended,  this Registration  Statement also covers an indeterminate number of
interests to be offered or sold pursuant to the United States Filter Corporation
Retirement Savings Plan.

      (2) Estimated  solely  for the purpose of calculating the registration fee
pursuant to Rule 457(h).  The fee is calculated on the basis of the  average  of
the high and low  prices  for  the Registrant's Common Stock reported on the New
York Stock Exchange Composite Tape on November 9, 1998.
--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by 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
    Registrant's  Annual  Report on Form 10-K for the year ended March 31, 1998;
    (ii) the  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
    June 30, 1998 (as amended by Form 10-Q/A dated November 9, 1998);  (iii) the
    Registrant's Current Reports on Form 8-K dated December 9, 1997, January 16,
    1998, May 12, 1998, May 19, 1998, June 15, 1998,  August 14, 1998,  November
    9, 1998 and November 10, 1998, and the Registrant's  Current Reports on Form
    8-K/A dated  February 6, 1998 and March 4, 1998 (amending the Current Report
    on Form 8-K dated  December 9, 1997),  February 6, 1998,  March 4, 1998, May
    12, 1998 and May 14,  1998  (amending  the Current  Report on Form 8-K dated
    January 16, 1998),  May 14, 1998  (amending  the Current  Report on Form 8-K
    dated May 12, 1998),  August 17, 1998  (amending the Current  Report on Form
    8-K dated  August 14, 1998) and  September  18, 1998  (amending  the Current
    Report on Form 8-K dated June 15,  1998);  and (iv) the  description  of the
    Registrant's  Common  Stock  contained  in  the  Registrant'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 Plans
    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

      None.

    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 

                                     II - 1
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.

      None.

    ITEM 8. EXHIBITS.

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

    EXHIBIT NO.                     DESCRIPTION

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

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

      5.1         Opinion of Kirkpatrick & Lockhart LLP,  regarding the legality
                  of the shares being registered hereunder.

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

      23.2        Consent of KPMG Peat Marwick LLP.

      23.3        Consent of Ernst & Young LLP.

      23.4        Consent of PricewaterhouseCoopers.

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

            The undersigned  Registrant hereby undertakes to submit the Plan and
      any amendment  thereto to the Internal Revenue Service ("IRS") in a timely
      manner and has made or will make all changes  required by the IRS in order
      to qualify the Plan.

                                     II - 2
ITEM 9.  UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

            (1)  To file, during any  period in which  offers of 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;

            (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 thereof.

                                      * * *

            (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  is,   therefore,
      unenforceable.  In the event that a claim for indemnification against such
      liabilities (other than the payment by the Registrant of expenses incurred
      or paid by a director,  officer or controlling person of the Registrant in
      the successful  defense of any action,  suit or proceeding) is asserted by
      such  director,  officer  or  controlling  person in  connection  with the
      securities being registered, the Registrant will, unless in the opinion of
      its counsel the matter has been settled by controlling  precedent,  submit
      to  a  court  of  appropriate   jurisdiction  the  question  whether  such
      indemnification  by it is  against  public  policy  as  expressed  in  the
      Securities  Act and will be  governed  by the final  adjudication  of such
      issue.

                                     II - 3
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 12th
    day of November , 1998.

                                          UNITED STATES FILTER CORPORATION

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

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
    officers of United States Filter Corporation hereby constitutes and appoints
    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  United  States  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,        November 12, 1998
     -----------------------     Chief Executive Officer 
     Richard J. Heckmann         and President and a Director      
 

     /S/ KEVIN L. SPENCE         Executive Vice President      November 12, 1998
     -----------------------     and Chief Financial Officer
     Kevin L. Spence             (Principal Accounting Officer)               
     
                  
     /S/ NICHOLAS C. MEMMO       President and Chief           November 12, 1998
     ------------------------    Operating Officer - North 
     Nicholas C. Memmo           American Process Water Group 
                                 and a Director

     /S/ ANDREW D. SEIDEL        President and Chief           November 12, 1998
     ------------------------    Operating Officer - North 
     Andrew D. Seidel            American Wastewater Group 
                                 and a Director
     
            
     /S/ JAMES E. CLARK          Director                      November 12, 1998
     ------------------------
     James E. Clark

                                     II - 4
SIGNATURE                  CAPACITY                       DATE
           ---------                  --------                       ----
     

     /S/ JOHN L. DIEDERICH          Director                   November 12, 1998
     --------------------------
     John L. Diederich

     /S/ ROBERT S. HILLAS           Director                   November 12, 1998
     --------------------------
     Robert S. Hillas

     /S/ ARTHUR B. LAFFER           Director                   November 12, 1998
     --------------------------
     Arthur B. Laffer
    

     /S/ ARDON E. MOORE             Director                   November 12, 1998
     --------------------------
     Ardon E. Moore

     /S/ ALFRED E. OSBORNE, JR.     Director                   November 12, 1998
     --------------------------
     Alfred E. Osborne, Jr.

     /S/ J. DANFORTH QUAYLE         Director                   November 12, 1998
     --------------------------
     J. Danforth Quayle
     
   
     /S/ C. HOWARD WILKINS, JR.     Director                   November 12, 1998
     --------------------------
     C. Howard Wilkins, Jr.

       Pursuant to the requirements of the  Securities  Act of 1933,  the United
     States Filter Corporation  Employee Benefits Committee 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 November 12, 1998.

                                          UNITED STATES FILTER CORPORATION
                                          EMPLOYEE BENEFITS COMMITTEE

                                          By: /S/ DORRIE OSBORNE
                                              -----------------------------
                                              Dorrie Osborne, Member

                                          By: /S/ KEVIN L. SPENCE
                                              -----------------------------    
                                              Kevin L. Spence, Member

                                          By: /S/ JOY M. GAETANO
                                              -----------------------------    
                                              Joy M. Gaetano, Member

                                     II - 5
EXHIBIT INDEX

     EXHIBIT NO.               DESCRIPTION

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

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

        5.1     Opinion of Kirkpatrick & Lockhart LLP, regarding the legality of
                the shares being registered hereunder.

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

        23.2    Consent of KPMG Peat Marwick LLP.

        23.3    Consent of Ernst & Young LLP.

        23.4    Consent of PricewaterhouseCoopers.

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

                                     II - 6