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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

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


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

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

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

                                PALL CORPORATION
                          2005 STOCK COMPENSATION PLAN
                            (Full title of the plan)

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

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

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


<PAGE>





<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
================================================================================================================================

                                                        Proposed                       Proposed
    Title of securities           Amount to be       maximum offering               maximum aggregate            Amount of
      to be registered             registered         price per unit                 offering price           registration fee
    -------------------           ------------       ----------------              -----------------          ----------------
     <S>                           <C>                   <C>                       <C>                          <C>
     Common Stock,
       $.10 par value                 5,000 shs.         $24.65  (1)               $    123,250 (1)             $    14.51
     Common Stock,
       $.10 par value                 4,000 shs.         $24.80  (1)                     99,200 (1)                  11.68
     Common Stock,
       $.10 par value                 5,000 shs.         $24.93  (1)                    124,650 (1)                  14.67
     Common Stock,
       $.10 par value             4,986,000 shs.         $28.85  (2)                143,846,100 (2)              16,930.69
                                  ---------                                         ------------                 ---------
         Totals                   5,000,000 shs.                                   $144,193,200                 $16,971.55
                                  =========                                         ===========                  =========
     Common Share
       Purchase Rights            5,000,000 rights            -- (3)                     --     (3)                 None
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Calculated  pursuant  to Rule  457(h)  on the  basis of the  price at which
     outstanding   options  under  the  2005  Stock  Compensation  Plan  may  be
     exercised.

(2)  Calculated pursuant to Rule 457(c) and (h) upon the basis of the average of
     the high and low prices  ($29.00 and $28.70) of a share of the Common Stock
     as reported for New York Stock Exchange composite  transactions on December
     20, 2004.

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

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

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

                                        2

<PAGE>






                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

          (a) the  Registrant's  Annual  Report on Form 10-K for the fiscal year
     ended July 31, 2004;

          (b) the  Registrant's  Quarterly Report on Form 10-Q for the quarterly
     period ended October 31, 2004;

          (c) the  Registrant's  Current  Reports on Form 8-K dated on the front
     covers  August 24, 2004 (Item 2.03 and Exhibit 4 only),  October 18,  2004,
     November 16, 2004, November 17, 2004, and December 17, 2004; and

          (d) the descriptions of the Common Stock and the Common Share Purchase
     Rights of the  Registrant  contained  in the  Amendments  No. 1, both dated
     April 20, 1999, to the  Registrant's  Registration  Statements on Form 8-A,
     both dated September 10, 1992, for the registration of the Common Stock and
     the  Common  Share  Purchase  Rights  pursuant  to  Section  12(b)  of  the
     Securities  Exchange Act of 1934 (the "Exchange  Act"),  and any updates of
     such  descriptions  contained  in any  registration  statement,  report  or
     amendment thereto of the Registrant hereafter filed under the Exchange Act.

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


Item 4. Description of Securities.

     Not required  because  both the Common Stock and the Common Share  Purchase
Rights are registered under Section 12 of the Exchange Act.


Item 5. Interests of Named Experts and Counsel.

     Carter  Ledyard & Milburn LLP,  counsel for the  Registrant,  has given the
opinion  being  filed as  Exhibit  5 to this  Registration  Statement  as to the
legality of the securities being registered hereby. Heywood Shelley,  counsel to
Carter  Ledyard & Milburn LLP, is a director of the  Registrant and the owner of
10,000 shares of the Registrant's Common Stock. In addition,


                                       3




<PAGE>


Mr.  Shelley holds options  granted by the  Registrant to purchase an additional
10,500 shares of Common Stock,  which options are exercisable as to 5,625 shares
currently or within 60 days of the date of this Registration Statement.


Item 6. Indemnification of Directors and Officers.


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

     Consistent  with the said  Sections  721  through  725,  Article VII of the
Registrant's Bylaws provides in part as follows:

                                   ARTICLE VII

                                 Indemnification

               "Section 7.01 Indemnification by the Corporation. The corporation
          shall, to the fullest extent  permitted by applicable  law,  indemnify
          any  person  made or  threatened  to be made a party to any  action or
          proceeding,  whether civil, criminal,  administrative or investigative
          (and  whether  or not (i) by or in the  right  of the  corporation  to
          procure  a  judgment  in its  favor or (ii) by or in the  right of any
          Other  Entity  (as  defined  below)  which such  person  served in any
          capacity at the request of the  corporation,  to procure a judgment in
          its  favor),  by reason of the fact  that such  person,  or his or her
          testator  or  intestate,  is or  was a  director  or  officer  of  the
          corporation or served such Other Entity in any capacity at the request
          of the  corporation,  against all  judgments,  fines,  amounts paid in
          settlement and all expenses,  including  attorneys' and other experts'
          fees,  costs and  disbursements,  actually and reasonably  incurred by
          such  person as a result of such action or  proceeding,  or any appeal
          therein,  or actually  and  reasonably  incurred by such person (a) in
          making an application for payment of such expenses before any court or
          other  governmental  body, or (b) in otherwise  seeking to enforce the
          provisions of this Section 7.01, or (c) in securing or enforcing  such
          person's  rights  under any policy of  director  or officer  liability
          insurance  provided by the  corporation,  if such person acted in good
          faith, for a purpose which he or she reasonably believed to be in, or,
          in the case of services for any Other Entity, not opposed to, the best
          interests of the corporation  and, in criminal actions or proceedings,
          in  addition,  had no  reasonable  cause  to  believe  that his or her
          conduct was unlawful.  The  termination of any action or proceeding by
          judgment, settlement, conviction or upon a plea of nolo contendere, or
          its  equivalent,  shall not in itself create a  presumption  that such
          person  did not act in  good  faith,  for a  purpose  which  he or she
          reasonably believed to be in, or, in the case of service for any Other
          Entity,  not opposed to, the best interests of the corporation or that
          he or she had reasonable  cause to believe that his or her conduct was
          unlawful.

                                        4

<PAGE>




               "However,  (i) no indemnification  may be made to or on behalf of
          any such person if a judgment or other final  adjudication  adverse to
          such person  establishes  that his or her acts were  committed  in bad
          faith or were the result of active and deliberate  dishonesty and were
          material  to the  cause of action  so  adjudicated,  or that he or she
          personally  gained in fact a financial  profit or other  advantage  to
          which he or she was not legally entitled;  (ii) no indemnification may
          be made if there has been a  settlement  approved by the court and the
          indemnification  would be inconsistent with any condition with respect
          to  indemnification  expressly  imposed by the court in approving  the
          settlement;  (iii)  except as  provided in the  immediately  following
          paragraph hereof,  the corporation shall not be obligated to indemnify
          any person by reason of the  adoption of this  Section  7.01 if and to
          the extent such person is entitled to be indemnified under a policy of
          insurance as such policy would apply in the absence of the adoption of
          this Section 7.01;  and (iv) in the event of a proceeding by or in the
          right of the  corporation  to  procure a  judgment  in its  favor,  no
          indemnification  may be made if it is settled or otherwise disposed of
          or  such  person  shall  have  been  finally  adjudged  liable  to the
          corporation,  unless (and only to the extent  that) the court in which
          the action was  brought,  or if no action  was  brought,  any court of
          competent  jurisdiction,  determines upon application that, in view of
          all  circumstances  of the case,  such person is fairly and reasonably
          entitled to indemnity  for such portion of the  settlement  amount and
          expenses as the court deems proper.

               "Any  expense  described  in the first  paragraph of this Section
          7.01 that is incurred by any person entitled to indemnification  under
          this Section 7.01, or who would be entitled to  indemnification  under
          this Section 7.01 but for clause "(iii)" of the immediately  preceding
          paragraph,  shall  be  paid  or  reimbursed  to  such  person  by  the
          corporation in advance of the final  disposition of any related action
          or proceeding  upon receipt of an  undertaking by or on behalf of such
          person to repay such amount to the corporation to the extent,  if any,
          that  such  person  (i) is  ultimately  found  not to be  entitled  to
          indemnification or (ii) receives reimbursement for such expenses under
          a policy of insurance paid for by the corporation. Such advances shall
          be paid by the corporation to such person within twenty days following
          delivery  of  a  written  request  therefor  by  such  person  to  the
          corporation.  No  payment  made by the  corporation  pursuant  to this
          paragraph  shall be deemed or  construed  to relieve the issuer of any
          insurance  policy of any obligation or liability  which,  but for such
          payment, such insurer would have to the corporation or to any director
          or officer of the corporation or other  individual to whom or on whose
          behalf such payment is made by the corporation.

          . . .

               "A person who has been successful, on the merits or otherwise, in
          the  defense  of a civil  or  criminal  action  or  proceeding  of the
          character  described  in this Section 7.01 shall be entitled to (i.e.,
          has  a  legally   binding  right  against  the   corporation  to)  the
          indemnification authorized by this Section 7.01. Except as provided in
          the immediately preceding sentence,  any indemnification  provided for
          in this Section 7.01 (unless ordered

                                        5



<PAGE>


          by a court under  Section 724 of the [New York]  Business  Corporation
          Law),  shall  be made by the  corporation  only if  authorized  in the
          specific case:

                    (1) By the board of directors acting by a quorum  consisting
               of directors who are not parties to such action or proceeding for
               which  indemnification is sought,  upon a finding that the person
               seeking indemnification has met the standard of conduct set forth
               in the first two paragraphs of this Section 7.01, or,

                    (2) If a quorum under the immediately preceding subparagraph
               is  not  obtainable   or,  even  if   obtainable,   a  quorum  of
               disinterested directors so directs:

                         (A) by  the  board  upon  the  opinion  in  writing  of
                    independent legal counsel that  indemnification is proper in
                    the circumstances because the applicable standard of conduct
                    set forth in said first two  paragraphs has been met by such
                    person, or

                         (B) by the shareholders  upon a finding that the person
                    has met the applicable standard of conduct set forth in said
                    first two paragraphs.

               "Notwithstanding  any other  provision  hereof,  no  amendment or
          repeal  of  this  Section  7.01,  or any  other  corporate  action  or
          agreement which prohibits or otherwise  limits the right of any person
          to  indemnification  or  advancement  or  reimbursement  of reasonable
          expenses hereunder, shall be effective as to any person until the 60th
          day  following  notice  to such  person  of such  action,  and no such
          amendment  or repeal or other  corporate  action  or  agreement  shall
          deprive any person of any right  hereunder  arising out of any alleged
          or actual act or omission occurring prior to such 60th day.

          . . .

               "For purposes of this Section 7.01, . . . the term "Other Entity"
          shall mean a corporation  (other than the  corporation) of any type or
          kind, domestic or foreign, or any partnership,  joint venture,  trust,
          employee benefit plan or other enterprise. . . .

               "Section 7.02 Non-Exclusivity.  The rights granted pursuant to or
          provided by the  provisions  of Section 7.01 to any person shall be in
          addition  to  and  shall  not be  exclusive  of any  other  rights  to
          indemnification and expenses to which any such person may otherwise be
          entitled by law, contract or otherwise."

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


                                        6

<PAGE>





Item 7. Exemption from Registration Claimed.

     Not applicable.


Item 8. Exhibits.

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


Item 9. Undertakings.

     (1) The undersigned Registrant hereby undertakes

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

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

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

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

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

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

                                        7



<PAGE>




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

     (2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to the  provisions  described  in  Item 6  above,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       8


<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Village of East Hills, State of New York, on the 22nd day of
December, 2004.


                                            PALL CORPORATION



                                            By:   /s/ Marcus Wilson
                                                  -----------------
                                                   Marcus Wilson
                                                    President



                                POWER OF ATTORNEY

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

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  and the above  power of  attorney  have been  signed on
December 22, 2004, by the following persons in the capacities indicated:

                                       9


<PAGE>





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



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




           /s/ Marcus Wilson                 President, Chief Financial Officer,
---------------------------------------      and Treasurer
               Marcus Wilson                (Principal Financial Officer)




           /s/ Lisa McDermott                Vice President-Finance
---------------------------------------      (Principal Accounting Officer)
               Lisa McDermott



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



           /s/ Daniel J. Carroll, Jr.                Director
---------------------------------------
               Daniel J. Carroll, Jr.



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



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


                                       10
<PAGE>



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



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



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



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



           /s/ Edward L. Snyder                      Director
---------------------------------------
               Edward L. Snyder



           /s/ Edward Travaglianti                   Director
---------------------------------------
               Edward Travaglianti



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



           /s/ Marcus Wilson                         Director
---------------------------------------
               Marcus Wilson




                                       11


<PAGE>






                                  EXHIBIT INDEX


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

(4)(b)*             Amendment  No. 1, dated as of April 20,  1999,  to the above
                    listed  Rights  Agreement,  filed as Exhibit II to Amendment
                    No. 1, dated April 20, 1999, to the Form 8-A

(5)                 Opinion of Carter Ledyard & Milburn LLP

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

(23)(b)             Consent of KPMG LLP

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

(99)*               Pall  Corporation  2005 Stock  Compensation  Plan,  filed as
                    Exhibit 10.23 to the Registrant's Annual Report on Form 10-K
                    for the fiscal year ended July 31, 2004.

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



                                       12
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Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

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

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

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

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

                                PALL CORPORATION
                          2005 STOCK COMPENSATION PLAN
                            (Full title of the plan)

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

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

                                    Copy to:
                          CARTER LEDYARD & MILBURN LLP
                                  2 Wall Street
                          New York, New York 10005-2072
                           Attention: Heywood Shelley
CALCULATION OF REGISTRATION FEE
================================================================================================================================

                                                        Proposed                       Proposed
    Title of securities           Amount to be       maximum offering               maximum aggregate            Amount of
      to be registered             registered         price per unit                 offering price           registration fee
    -------------------           ------------       ----------------              -----------------          ----------------
Common Stock,
       $.10 par value                 5,000 shs.         $24.65  (1)               $    123,250 (1)             $    14.51
     Common Stock,
       $.10 par value                 4,000 shs.         $24.80  (1)                     99,200 (1)                  11.68
     Common Stock,
       $.10 par value                 5,000 shs.         $24.93  (1)                    124,650 (1)                  14.67
     Common Stock,
       $.10 par value             4,986,000 shs.         $28.85  (2)                143,846,100 (2)              16,930.69
                                  ---------                                         ------------                 ---------
         Totals                   5,000,000 shs.                                   $144,193,200                 $16,971.55
                                  =========                                         ===========                  =========
     Common Share
       Purchase Rights            5,000,000 rights            -- (3)                     --     (3)                 None
--------------------------------------------------------------------------------------------------------------------------------
(1)  Calculated  pursuant  to Rule  457(h)  on the  basis of the  price at which
     outstanding   options  under  the  2005  Stock  Compensation  Plan  may  be
     exercised.

(2)  Calculated pursuant to Rule 457(c) and (h) upon the basis of the average of
     the high and low prices  ($29.00 and $28.70) of a share of the Common Stock
     as reported for New York Stock Exchange composite  transactions on December
     20, 2004.

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

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

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

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

          (a) the  Registrant's  Annual  Report on Form 10-K for the fiscal year
     ended July 31, 2004;

          (b) the  Registrant's  Quarterly Report on Form 10-Q for the quarterly
     period ended October 31, 2004;

          (c) the  Registrant's  Current  Reports on Form 8-K dated on the front
     covers  August 24, 2004 (Item 2.03 and Exhibit 4 only),  October 18,  2004,
     November 16, 2004, November 17, 2004, and December 17, 2004; and

          (d) the descriptions of the Common Stock and the Common Share Purchase
     Rights of the  Registrant  contained  in the  Amendments  No. 1, both dated
     April 20, 1999, to the  Registrant's  Registration  Statements on Form 8-A,
     both dated September 10, 1992, for the registration of the Common Stock and
     the  Common  Share  Purchase  Rights  pursuant  to  Section  12(b)  of  the
     Securities  Exchange Act of 1934 (the "Exchange  Act"),  and any updates of
     such  descriptions  contained  in any  registration  statement,  report  or
     amendment thereto of the Registrant hereafter filed under the Exchange Act.

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

Item 4. Description of Securities.

     Not required  because  both the Common Stock and the Common Share  Purchase
Rights are registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     Carter  Ledyard & Milburn LLP,  counsel for the  Registrant,  has given the
opinion  being  filed as  Exhibit  5 to this  Registration  Statement  as to the
legality of the securities being registered hereby. Heywood Shelley,  counsel to
Carter  Ledyard & Milburn LLP, is a director of the  Registrant and the owner of
10,000 shares of the Registrant's Common Stock. In addition,

                                       3
Mr.  Shelley holds options  granted by the  Registrant to purchase an additional
10,500 shares of Common Stock,  which options are exercisable as to 5,625 shares
currently or within 60 days of the date of this Registration Statement.

Item 6. Indemnification of Directors and Officers.

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

     Consistent  with the said  Sections  721  through  725,  Article VII of the
Registrant's Bylaws provides in part as follows:

                                   ARTICLE VII

                                 Indemnification

               "Section 7.01 Indemnification by the Corporation. The corporation
          shall, to the fullest extent  permitted by applicable  law,  indemnify
          any  person  made or  threatened  to be made a party to any  action or
          proceeding,  whether civil, criminal,  administrative or investigative
          (and  whether  or not (i) by or in the  right  of the  corporation  to
          procure  a  judgment  in its  favor or (ii) by or in the  right of any
          Other  Entity  (as  defined  below)  which such  person  served in any
          capacity at the request of the  corporation,  to procure a judgment in
          its  favor),  by reason of the fact  that such  person,  or his or her
          testator  or  intestate,  is or  was a  director  or  officer  of  the
          corporation or served such Other Entity in any capacity at the request
          of the  corporation,  against all  judgments,  fines,  amounts paid in
          settlement and all expenses,  including  attorneys' and other experts'
          fees,  costs and  disbursements,  actually and reasonably  incurred by
          such  person as a result of such action or  proceeding,  or any appeal
          therein,  or actually  and  reasonably  incurred by such person (a) in
          making an application for payment of such expenses before any court or
          other  governmental  body, or (b) in otherwise  seeking to enforce the
          provisions of this Section 7.01, or (c) in securing or enforcing  such
          person's  rights  under any policy of  director  or officer  liability
          insurance  provided by the  corporation,  if such person acted in good
          faith, for a purpose which he or she reasonably believed to be in, or,
          in the case of services for any Other Entity, not opposed to, the best
          interests of the corporation  and, in criminal actions or proceedings,
          in  addition,  had no  reasonable  cause  to  believe  that his or her
          conduct was unlawful.  The  termination of any action or proceeding by
          judgment, settlement, conviction or upon a plea of nolo contendere, or
          its  equivalent,  shall not in itself create a  presumption  that such
          person  did not act in  good  faith,  for a  purpose  which  he or she
          reasonably believed to be in, or, in the case of service for any Other
          Entity,  not opposed to, the best interests of the corporation or that
          he or she had reasonable  cause to believe that his or her conduct was
          unlawful.

                                        4
"However,  (i) no indemnification  may be made to or on behalf of
          any such person if a judgment or other final  adjudication  adverse to
          such person  establishes  that his or her acts were  committed  in bad
          faith or were the result of active and deliberate  dishonesty and were
          material  to the  cause of action  so  adjudicated,  or that he or she
          personally  gained in fact a financial  profit or other  advantage  to
          which he or she was not legally entitled;  (ii) no indemnification may
          be made if there has been a  settlement  approved by the court and the
          indemnification  would be inconsistent with any condition with respect
          to  indemnification  expressly  imposed by the court in approving  the
          settlement;  (iii)  except as  provided in the  immediately  following
          paragraph hereof,  the corporation shall not be obligated to indemnify
          any person by reason of the  adoption of this  Section  7.01 if and to
          the extent such person is entitled to be indemnified under a policy of
          insurance as such policy would apply in the absence of the adoption of
          this Section 7.01;  and (iv) in the event of a proceeding by or in the
          right of the  corporation  to  procure a  judgment  in its  favor,  no
          indemnification  may be made if it is settled or otherwise disposed of
          or  such  person  shall  have  been  finally  adjudged  liable  to the
          corporation,  unless (and only to the extent  that) the court in which
          the action was  brought,  or if no action  was  brought,  any court of
          competent  jurisdiction,  determines upon application that, in view of
          all  circumstances  of the case,  such person is fairly and reasonably
          entitled to indemnity  for such portion of the  settlement  amount and
          expenses as the court deems proper.

               "Any  expense  described  in the first  paragraph of this Section
          7.01 that is incurred by any person entitled to indemnification  under
          this Section 7.01, or who would be entitled to  indemnification  under
          this Section 7.01 but for clause "(iii)" of the immediately  preceding
          paragraph,  shall  be  paid  or  reimbursed  to  such  person  by  the
          corporation in advance of the final  disposition of any related action
          or proceeding  upon receipt of an  undertaking by or on behalf of such
          person to repay such amount to the corporation to the extent,  if any,
          that  such  person  (i) is  ultimately  found  not to be  entitled  to
          indemnification or (ii) receives reimbursement for such expenses under
          a policy of insurance paid for by the corporation. Such advances shall
          be paid by the corporation to such person within twenty days following
          delivery  of  a  written  request  therefor  by  such  person  to  the
          corporation.  No  payment  made by the  corporation  pursuant  to this
          paragraph  shall be deemed or  construed  to relieve the issuer of any
          insurance  policy of any obligation or liability  which,  but for such
          payment, such insurer would have to the corporation or to any director
          or officer of the corporation or other  individual to whom or on whose
          behalf such payment is made by the corporation.

          . . .

               "A person who has been successful, on the merits or otherwise, in
          the  defense  of a civil  or  criminal  action  or  proceeding  of the
          character  described  in this Section 7.01 shall be entitled to (i.e.,
          has  a  legally   binding  right  against  the   corporation  to)  the
          indemnification authorized by this Section 7.01. Except as provided in
          the immediately preceding sentence,  any indemnification  provided for
          in this Section 7.01 (unless ordered

                                        5
by a court under  Section 724 of the [New York]  Business  Corporation
          Law),  shall  be made by the  corporation  only if  authorized  in the
          specific case:

                    (1) By the board of directors acting by a quorum  consisting
               of directors who are not parties to such action or proceeding for
               which  indemnification is sought,  upon a finding that the person
               seeking indemnification has met the standard of conduct set forth
               in the first two paragraphs of this Section 7.01, or,

                    (2) If a quorum under the immediately preceding subparagraph
               is  not  obtainable   or,  even  if   obtainable,   a  quorum  of
               disinterested directors so directs:

                         (A) by  the  board  upon  the  opinion  in  writing  of
                    independent legal counsel that  indemnification is proper in
                    the circumstances because the applicable standard of conduct
                    set forth in said first two  paragraphs has been met by such
                    person, or

                         (B) by the shareholders  upon a finding that the person
                    has met the applicable standard of conduct set forth in said
                    first two paragraphs.

               "Notwithstanding  any other  provision  hereof,  no  amendment or
          repeal  of  this  Section  7.01,  or any  other  corporate  action  or
          agreement which prohibits or otherwise  limits the right of any person
          to  indemnification  or  advancement  or  reimbursement  of reasonable
          expenses hereunder, shall be effective as to any person until the 60th
          day  following  notice  to such  person  of such  action,  and no such
          amendment  or repeal or other  corporate  action  or  agreement  shall
          deprive any person of any right  hereunder  arising out of any alleged
          or actual act or omission occurring prior to such 60th day.

          . . .

               "For purposes of this Section 7.01, . . . the term "Other Entity"
          shall mean a corporation  (other than the  corporation) of any type or
          kind, domestic or foreign, or any partnership,  joint venture,  trust,
          employee benefit plan or other enterprise. . . .

               "Section 7.02 Non-Exclusivity.  The rights granted pursuant to or
          provided by the  provisions  of Section 7.01 to any person shall be in
          addition  to  and  shall  not be  exclusive  of any  other  rights  to
          indemnification and expenses to which any such person may otherwise be
          entitled by law, contract or otherwise."

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

                                        6
Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

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

Item 9. Undertakings.

     (1) The undersigned Registrant hereby undertakes

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

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

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

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

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

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

                                        7
(d) that, for the purposes of determining any liability under the
          Securities Act of 1933, each filing of the Registrant's  annual report
          pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
          incorporated  by reference  in this  Registration  Statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered herein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

     (2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to the  provisions  described  in  Item 6  above,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       8
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Village of East Hills, State of New York, on the 22nd day of
December, 2004.

                                            PALL CORPORATION

                                            By:   /s/ Marcus Wilson
                                                  -----------------
                                                   Marcus Wilson
                                                    President

                                POWER OF ATTORNEY

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

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  and the above  power of  attorney  have been  signed on
December 22, 2004, by the following persons in the capacities indicated:

                                       9
Signature                                 Title
           ---------                                 -----

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

           /s/ Marcus Wilson                 President, Chief Financial Officer,
---------------------------------------      and Treasurer
               Marcus Wilson                (Principal Financial Officer)

           /s/ Lisa McDermott                Vice President-Finance
---------------------------------------      (Principal Accounting Officer)
               Lisa McDermott

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

           /s/ Daniel J. Carroll, Jr.                Director
---------------------------------------
               Daniel J. Carroll, Jr.

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

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

                                       10
Signature                                 Title
           ---------                                 -----

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

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

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

           /s/ Edward L. Snyder                      Director
---------------------------------------
               Edward L. Snyder

           /s/ Edward Travaglianti                   Director
---------------------------------------
               Edward Travaglianti

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

           /s/ Marcus Wilson                         Director
---------------------------------------
               Marcus Wilson

                                       11
EXHIBIT INDEX

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

(4)(b)*             Amendment  No. 1, dated as of April 20,  1999,  to the above
                    listed  Rights  Agreement,  filed as Exhibit II to Amendment
                    No. 1, dated April 20, 1999, to the Form 8-A

(5)                 Opinion of Carter Ledyard & Milburn LLP

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

(23)(b)             Consent of KPMG LLP

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

(99)*               Pall  Corporation  2005 Stock  Compensation  Plan,  filed as
                    Exhibit 10.23 to the Registrant's Annual Report on Form 10-K
                    for the fiscal year ended July 31, 2004.

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

                                       12