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 identification No.)
 incorporation or organization)

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

                            1998 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                     PROPOSED      PROPOSED
     TITLE OF                        MAXIMUM        MAXIMUM          AMOUNT OF
    SECURITIES       AMOUNT TO     OFFERING PRICE  AGGREGATE        REGISTRATION
 TO BE REGISTERED  BE REGISTERED     PER SHARE    OFFERING PRICE        FEE
--------------------------------------------------------------------------------
Common Stock, par    3,000,000     $21.69(1)      $65,070,000       $18,089.46
value $.01 per
share
================================================================================

(1)  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 Common Stock of United States Filter Corporation
on November 9, 1998 as reported on the New York Stock Exchange Composite Tape.

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


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

      All  documents  subsequently  filed by the  Company  with  the  Commission
pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act, after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement  from  the  date of  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus relating to the 1998 Stock Incentive Plan meeting the requirements of
Section  10(a) of the United  States  Securities  Act of 1933,  as amended  (the
"Securities Act").

ITEM 4.  DESCRIPTION OF SECURITIES.

      The  Common  Stock 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 Company provide
for  the  indemnification  of  directors  and  officers  to the  fullest  extent
permitted by the General Corporation Law


                                      II-1
<PAGE>

of the State of Delaware,  the state of incorporation of the Company.

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

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

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

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

ITEM 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
                      Company's  Quarterly  Report on Form 10-Q for the quarter
                      ended September 30, 1997 (File No. 1-10728)).

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




                                      II-2
<PAGE>




EXHIBIT NO.           DESCRIPTION
-----------           -----------
5.1                   Opinion  of  Kirkpatrick  &  Lockhart  LLP  regarding  the
                      legality of the securities 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).

ITEM 9.  UNDERTAKINGS.

      (a)  The Company 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;

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

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

      (3) To remove from registration by means of a post-effective amendment any
of the securities


                                      II-3
<PAGE>

being registered which remain unsold at the termination of the
offering.

      (b) The Company hereby  undertakes  that, for purposes of determining  any
liability under the Securities  Act, each filing of the Company'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 Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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
Company  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-4
<PAGE>



                                   SIGNATURES


      Pursuant to the requirements of the Securities Act, the Company  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Palm Desert, State of California, on this 12th day of November, 1998.

                                    UNITED STATES FILTER CORPORATION


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

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

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

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

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

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

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



                                      II-5
<PAGE>




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

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

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

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


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

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

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

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

    /s/ J. DANFORTH QUAYLE          Director                   November 12, 1998
---------------------------------
       J. Danforth Quayle

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



                                      II-6
<PAGE>




                                  EXHIBIT INDEX


EXHIBIT NO.                             DESCRIPTION
-----------                             -----------
    4.1      Restated Certificate of Incorporation,  as amended (incorporated by
             reference to Exhibit 3.01 to the Company's Quarterly Report on Form
             10-Q for the quarter ended September 30, 1997 (File No.
             1-10728)).
    4.2      Restated Bylaws (incorporated by reference to Exhibit 3.3 to the
             Company's Registration Statement on Form S-1 (No. 33-41089)).
    5.1      Opinion of Kirkpatrick & Lockhart LLP regarding the legality of the
             securities 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-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 1998 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 19145}]
{"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": "333-67289", "film-number": "98749128"}, "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 identification No.)
 incorporation or organization)

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

                            1998 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                     PROPOSED      PROPOSED
     TITLE OF                        MAXIMUM        MAXIMUM          AMOUNT OF
    SECURITIES       AMOUNT TO     OFFERING PRICE  AGGREGATE        REGISTRATION
 TO BE REGISTERED  BE REGISTERED     PER SHARE    OFFERING PRICE        FEE
--------------------------------------------------------------------------------
Common Stock, par    3,000,000     $21.69(1)      $65,070,000       $18,089.46
value $.01 per
share
================================================================================

(1)  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 Common Stock of United States Filter Corporation
on November 9, 1998 as reported on the New York Stock Exchange Composite Tape.

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

      All  documents  subsequently  filed by the  Company  with  the  Commission
pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act, after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement  from  the  date of  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus relating to the 1998 Stock Incentive Plan meeting the requirements of
Section  10(a) of the United  States  Securities  Act of 1933,  as amended  (the
"Securities Act").

ITEM 4.  DESCRIPTION OF SECURITIES.

      The  Common  Stock 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 Company provide
for  the  indemnification  of  directors  and  officers  to the  fullest  extent
permitted by the General Corporation Law

                                      II-1
of the State of Delaware,  the state of incorporation of the Company.

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

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

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

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

ITEM 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
                      Company's  Quarterly  Report on Form 10-Q for the quarter
                      ended September 30, 1997 (File No. 1-10728)).

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

                                      II-2
EXHIBIT NO.           DESCRIPTION
-----------           -----------
5.1                   Opinion  of  Kirkpatrick  &  Lockhart  LLP  regarding  the
                      legality of the securities 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).

ITEM 9.  UNDERTAKINGS.

      (a)  The Company 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;

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

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

      (3) To remove from registration by means of a post-effective amendment any
of the securities

                                      II-3
being registered which remain unsold at the termination of the
offering.

      (b) The Company hereby  undertakes  that, for purposes of determining  any
liability under the Securities  Act, each filing of the Company'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 Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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
Company  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-4
SIGNATURES

      Pursuant to the requirements of the Securities Act, the Company  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Palm Desert, State of California, on this 12th day of November, 1998.

                                    UNITED STATES FILTER CORPORATION

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

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

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

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

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

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

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

                                      II-5
SIGNATURE                        TITLE                   DATE
            ---------                        -----                   ----

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

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

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

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

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

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

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

    /s/ J. DANFORTH QUAYLE          Director                   November 12, 1998
---------------------------------
       J. Danforth Quayle

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

                                      II-6
EXHIBIT INDEX

EXHIBIT NO.                             DESCRIPTION
-----------                             -----------
    4.1      Restated Certificate of Incorporation,  as amended (incorporated by
             reference to Exhibit 3.01 to the Company's Quarterly Report on Form
             10-Q for the quarter ended September 30, 1997 (File No.
             1-10728)).
    4.2      Restated Bylaws (incorporated by reference to Exhibit 3.3 to the
             Company's Registration Statement on Form S-1 (No. 33-41089)).
    5.1      Opinion of Kirkpatrick & Lockhart LLP regarding the legality of the
             securities 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-7