Registration No. 333-_______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

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


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

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


               THE KSI GROUP, INC. 1996 KEY EMPLOYEES STOCK OPTION PLAN
            THE KINETICS GROUP, INC. 1997 KEY EMPLOYEES STOCK OPTION PLAN
                   THE KINETICS GROUP, INC. 1997 STOCK OPTION PLAN
                      OPTION AGREEMENTS DATED JULY 1, 1995
                            (Full title of the plan)

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

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

                         CALCULATION OF REGISTRATION FEE

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

Common Stock, par        318,857        $ 2.28     $  726,993.96    $  215
value $.01 per share 

Common Stock, par        586,537        $12.02     $7,050,174.74    $2,080
value $.01 per share

Common Stock, par        109,198        $17.17     $1,874,929.66    $  554
value $.01 per share

Common Stock, par        104,829        $20.60     $2,159,477.40    $  638
value $.01 per share
================================================================================
      (1) Based upon the  exercise  price of the options in respect of which the
shares may be issued, in accordance with Rule 457(h).



<PAGE>



                                EXPLANATORY NOTE

      The shares  registered  hereunder are issuable pursuant to the exercise of
options (the  "Options")  that were  outstanding as of January 16, 1998 and that
were  granted to  employees of The Kinetics  Group,  Inc.  ("Kinetics")  and its
affiliates  under The KSI Group,  Inc. 1996 Key Employees Stock Option Plan, The
Kinetics  Group,  Inc. 1997 Key Employees Stock Option Plan, The Kinetics Group,
Inc. 1997 Stock Option Plan and twelve option agreements dated July 1, 1995 (the
"Plans").  Prior to January 16, 1998, the Options were exercisable for shares of
Series A and/or Series B Common Stock, par value $.01 per share, of Kinetics. On
January  16,  1998,  pursuant  to the  terms of a Merger  Agreement  dated as of
December 31, 1997 (the "Merger Agreement"),  U.S. Filter/KG Acquisition Corp., a
wholly-owned  subsidiary of United States Filter Corporation (the "Registrant"),
was merged (the "Merger")  with and into Kinetics and, in connection  therewith,
the  Options  were  converted  into  options   exercisable  for  shares  of  the
Registrant's  Common Stock.  The  effective  date of the Merger was December 31,
1997.


<PAGE>





                                     PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The  following  documents  filed by the  Registrant  with the United
States  Securities and Exchange  Commission (the  "Commission")  pursuant to the
United States Securities Act of 1933, as amended (the "Securities  Act"), or the
Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),  are
incorporated by reference into this Registration Statement: (i) the Registrant's
Annual  Report  on Form  10-K  for the  year  ended  March  31,  1997,  (ii) the
Registrant's Quarterly Reports on Form 10-Q for the quarters ended June 30, 1997
(as amended by Form 10-Q/A filed on August 22,  1997),  and  September 30, 1997,
(iii)  the  Registrant's  Current  Reports  on Form 8-K dated  August  4,  1997,
September 17,  1997,  September  19, 1997,  December 9, 1997 (as amended on Form
8-K/A dated  February  6,  1998),  December  31,  1997 and  January 16, 1998 (as
amended on Form 8-K/A dated February 6, 1998),  and (iv) the  description of the
Common Stock contained in Registrant's Registration Statement on Form 8-A as the
same may be amended.

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


ITEM 4.     DESCRIPTION OF SECURITIES.

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


ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

            None.


ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

            Section 145 of the General  Corporation Law of the State of Delaware
authorizes  indemnification when a person is made a party or is threatened to be
made a party to any  proceeding by reason of the fact that such person is or was
a director,  officer,  employee or agent of the corporation or is or was serving
as a director,  officer, employee or agent of another enterprise, at the request
of the  corporation,  and if such  person  acted in good  faith  and in a manner
reasonably  believed  by  him or her to be in,  or  not  opposed  to,  the  best
interests of the  corporation.  With respect to any  criminal  proceeding,  such
person must have had no reasonable  cause to believe that his or her conduct was
unlawful.  If it is  determined  that the  conduct of such  person  meets  these
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.

                                      II - 1

<PAGE>

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

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

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


ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            None.


ITEM 8.     EXHIBITS.

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

            EXHIBIT  NO.   DESCRIPTION
            ------------   -----------------------------------------------------

                4.1        Restated  Certificate  of  Incorporation,  as amended
                           (incorporated  by  reference  to Exhibit  3.0 to Form
                           10-K, dated March 31, 1997 (File No. 1-10728)).

                4.2        Restated Bylaws (incorporated by reference to Exhibit
                           3.1 to Form  10-K,  dated  March 31,  1997  (File No.
                           1-10728)).

                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 Price Waterhouse.

               23.4        Consent of Ernst & Young LLP.

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


ITEM 9.  UNDERTAKINGS.

      (a)  The undersigned Registrant hereby undertakes:

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

            (i)  To include any  prospectus  required by Section 10(a)(3) of the
Securities Act;

                                      II - 2
<PAGE>

          (ii)   To reflect in the  prospectus any facts or events arising after
the  effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement;

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

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

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

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

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

                                        * * *

      (h)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and 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,   submit  to  a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


                                     II - 3
<PAGE>


                                   SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Palm Desert, State of California, on this 10th day of
February, 1998.


                                          UNITED STATES FILTER CORPORATION


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

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of United States Filter  Corporation  hereby  constitutes  and appoints
Kevin L. Spence and Damian C.  Georgino,  and each of them,  his true and lawful
attorneys-in-fact  and agents,  for him and in his name, place and stead, in any
and  all  capacities,  to  sign  one or more  amendments  to  this  Registration
Statement on Form S-8 under the  Securities  Act of 1933, as amended,  including
post-effective  amendments,  and other related  documents,  and to file the same
with the United States Securities and Exchange Commission under said Act, hereby
granting  power and  authority  to do and  perform  any and all acts and  things
requisite and necessary to be done in and about the premises, as fully as to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents may lawfully do or cause
to be done by virtue thereof.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date(s) indicated:


      SIGNATURE                      CAPACITY                          DATE

/s/ Richard J. Heckmann
-----------------------       Chairman of the Board,           February 10, 1998
Richard J. Heckmann           President, and Chief Executive    
                              Officer (Principal Executive
                              Officer) and a Director

/s/ Kevin L. Spence
-----------------------       Senior Vice President and        February 10, 1998
Kevin L. Spence               Chief Financial Officer            
                              (Principal Financial and
                              Accounting Officer)
                              Executive Vice President and a    

/s/ Michael J. Reardon 
-----------------------       Director                         February 10, 1998
Michael J. Reardon                                   


/s/ Nicholas C. Memmo
-----------------------       Executive Vice                   February 10, 1998
Nicholas C. Memmo             President-Process Water 
                              and a Director

/s/ James E. Clark
-----------------------       Director                         February 10, 1998
James E. Clark                                                   


                               
<PAGE>


/s/ John L. Diederich                          
--------------------------    Director                         February 10, 1998
John L. Diederich                                                   



-----------------------       Director                         
Robert S. Hillas                                                      


/s/ Arthur B. Laffer
-----------------------       Director                         February 10, 1998
Arthur B. Laffer                                                     


                              
------------------------      Director                          
Ardon E. Moore                                                       


/s/ Alfred E. Osborne, Jr.       
--------------------------    Director                         February 10, 1998
Alfred E. Osborne, Jr.  
                                         


/s/ J. Danforth Quayle
--------------------------    Director                         February 10, 1998
J. Danforth Quayle                                                   


/s/ C. Howard Wilkins, Jr.
--------------------------    Director                         February 10, 1998
C. Howard Wilkins, Jr.                                          



<PAGE>




                                  EXHIBIT INDEX


     EXHIBIT NO.             DESCRIPTION                  SEQUENTIAL PAGE NUMBER

        4.1     Restated Certificate of Incorporation,
                as amended (incorporated by reference to           --
                Exhibit 3.0 to Form 10-K, dated March
                31, 1997 (File No. 1-10728)).

        4.2     Restated Bylaws (incorporated by                   --
                reference to Exhibit 3.1 to Form 10-K,
                dated March 31, 1997 (File No. 1-10728)).

        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 Price Waterhouse.

        23.4    Consent of Ernst & Young LLP.

        24.1    Power of Attorney (set forth on the                --
                signature page of this Registration
                Statement).
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR U.S. FILTER CORPORATION", "secsgml_size_bytes": 20280}]
{"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": "333-45955", "film-number": "98528480"}, "business-address": {"street1": "40-004 COOK ST", "city": "PALM DESERT", "state": "CA", "zip": "92211", "phone": "7603400098"}, "mail-address": {"street1": "40-004 COOK STREET", "city": "PALM DESERT", "state": "CA", "zip": "92211"}, "former-company": [{"former-conformed-name": "AMERICAN TOXXIC CONTROL INC", "date-changed": "19910401"}, {"former-conformed-name": "NOVAN ENERGY INC", "date-changed": "19871227"}]}
Registration No. 333-_______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

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

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

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

               THE KSI GROUP, INC. 1996 KEY EMPLOYEES STOCK OPTION PLAN
            THE KINETICS GROUP, INC. 1997 KEY EMPLOYEES STOCK OPTION PLAN
                   THE KINETICS GROUP, INC. 1997 STOCK OPTION PLAN
                      OPTION AGREEMENTS DATED JULY 1, 1995
                            (Full title of the plan)

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

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

                         CALCULATION OF REGISTRATION FEE

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

Common Stock, par        318,857        $ 2.28     $  726,993.96    $  215
value $.01 per share 

Common Stock, par        586,537        $12.02     $7,050,174.74    $2,080
value $.01 per share

Common Stock, par        109,198        $17.17     $1,874,929.66    $  554
value $.01 per share

Common Stock, par        104,829        $20.60     $2,159,477.40    $  638
value $.01 per share
================================================================================
      (1) Based upon the  exercise  price of the options in respect of which the
shares may be issued, in accordance with Rule 457(h).
EXPLANATORY NOTE

      The shares  registered  hereunder are issuable pursuant to the exercise of
options (the  "Options")  that were  outstanding as of January 16, 1998 and that
were  granted to  employees of The Kinetics  Group,  Inc.  ("Kinetics")  and its
affiliates  under The KSI Group,  Inc. 1996 Key Employees Stock Option Plan, The
Kinetics  Group,  Inc. 1997 Key Employees Stock Option Plan, The Kinetics Group,
Inc. 1997 Stock Option Plan and twelve option agreements dated July 1, 1995 (the
"Plans").  Prior to January 16, 1998, the Options were exercisable for shares of
Series A and/or Series B Common Stock, par value $.01 per share, of Kinetics. On
January  16,  1998,  pursuant  to the  terms of a Merger  Agreement  dated as of
December 31, 1997 (the "Merger Agreement"),  U.S. Filter/KG Acquisition Corp., a
wholly-owned  subsidiary of United States Filter Corporation (the "Registrant"),
was merged (the "Merger")  with and into Kinetics and, in connection  therewith,
the  Options  were  converted  into  options   exercisable  for  shares  of  the
Registrant's  Common Stock.  The  effective  date of the Merger was December 31,
1997.
PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The  following  documents  filed by the  Registrant  with the United
States  Securities and Exchange  Commission (the  "Commission")  pursuant to the
United States Securities Act of 1933, as amended (the "Securities  Act"), or the
Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),  are
incorporated by reference into this Registration Statement: (i) the Registrant's
Annual  Report  on Form  10-K  for the  year  ended  March  31,  1997,  (ii) the
Registrant's Quarterly Reports on Form 10-Q for the quarters ended June 30, 1997
(as amended by Form 10-Q/A filed on August 22,  1997),  and  September 30, 1997,
(iii)  the  Registrant's  Current  Reports  on Form 8-K dated  August  4,  1997,
September 17,  1997,  September  19, 1997,  December 9, 1997 (as amended on Form
8-K/A dated  February  6,  1998),  December  31,  1997 and  January 16, 1998 (as
amended on Form 8-K/A dated February 6, 1998),  and (iv) the  description of the
Common Stock contained in Registrant's Registration Statement on Form 8-A as the
same may be amended.

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

ITEM 4.     DESCRIPTION OF SECURITIES.

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

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

            None.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

            Section 145 of the General  Corporation Law of the State of Delaware
authorizes  indemnification when a person is made a party or is threatened to be
made a party to any  proceeding by reason of the fact that such person is or was
a director,  officer,  employee or agent of the corporation or is or was serving
as a director,  officer, employee or agent of another enterprise, at the request
of the  corporation,  and if such  person  acted in good  faith  and in a manner
reasonably  believed  by  him or her to be in,  or  not  opposed  to,  the  best
interests of the  corporation.  With respect to any  criminal  proceeding,  such
person must have had no reasonable  cause to believe that his or her conduct was
unlawful.  If it is  determined  that the  conduct of such  person  meets  these
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.

                                      II - 1
If  such  a  proceeding  is  brought  by  or in  the  right  of  the
corporation  (i.e., a derivative suit),  such person may be indemnified  against
expenses  actually and reasonably  incurred if he or she acted in good faith and
in a manner  reasonably  believed by him or her to be in, or not opposed to, the
best interests of the corporation.  There can be no indemnification with respect
to  any  matter  as to  which  such  person  is  adjudged  to be  liable  to the
corporation; however, a court may, even in such case, allow such indemnification
to such person for such expenses as the court deems proper.

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

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

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            None.

ITEM 8.     EXHIBITS.

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

            EXHIBIT  NO.   DESCRIPTION
            ------------   -----------------------------------------------------

                4.1        Restated  Certificate  of  Incorporation,  as amended
                           (incorporated  by  reference  to Exhibit  3.0 to Form
                           10-K, dated March 31, 1997 (File No. 1-10728)).

                4.2        Restated Bylaws (incorporated by reference to Exhibit
                           3.1 to Form  10-K,  dated  March 31,  1997  (File No.
                           1-10728)).

                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 Price Waterhouse.

               23.4        Consent of Ernst & Young LLP.

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

ITEM 9.  UNDERTAKINGS.

      (a)  The undersigned Registrant hereby undertakes:

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

            (i)  To include any  prospectus  required by Section 10(a)(3) of the
Securities Act;

                                      II - 2
(ii)   To reflect in the  prospectus any facts or events arising after
the  effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement;

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

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

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

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

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

                                        * * *

      (h)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and 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,   submit  to  a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                     II - 3
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Palm Desert, State of California, on this 10th day of
February, 1998.

                                          UNITED STATES FILTER CORPORATION

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

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of United States Filter  Corporation  hereby  constitutes  and appoints
Kevin L. Spence and Damian C.  Georgino,  and each of them,  his true and lawful
attorneys-in-fact  and agents,  for him and in his name, place and stead, in any
and  all  capacities,  to  sign  one or more  amendments  to  this  Registration
Statement on Form S-8 under the  Securities  Act of 1933, as amended,  including
post-effective  amendments,  and other related  documents,  and to file the same
with the United States Securities and Exchange Commission under said Act, hereby
granting  power and  authority  to do and  perform  any and all acts and  things
requisite and necessary to be done in and about the premises, as fully as to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents may lawfully do or cause
to be done by virtue thereof.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date(s) indicated:

      SIGNATURE                      CAPACITY                          DATE

/s/ Richard J. Heckmann
-----------------------       Chairman of the Board,           February 10, 1998
Richard J. Heckmann           President, and Chief Executive    
                              Officer (Principal Executive
                              Officer) and a Director

/s/ Kevin L. Spence
-----------------------       Senior Vice President and        February 10, 1998
Kevin L. Spence               Chief Financial Officer            
                              (Principal Financial and
                              Accounting Officer)
                              Executive Vice President and a    

/s/ Michael J. Reardon 
-----------------------       Director                         February 10, 1998
Michael J. Reardon                                   

/s/ Nicholas C. Memmo
-----------------------       Executive Vice                   February 10, 1998
Nicholas C. Memmo             President-Process Water 
                              and a Director

/s/ James E. Clark
-----------------------       Director                         February 10, 1998
James E. Clark
/s/ John L. Diederich                          
--------------------------    Director                         February 10, 1998
John L. Diederich                                                   

-----------------------       Director                         
Robert S. Hillas                                                      

/s/ Arthur B. Laffer
-----------------------       Director                         February 10, 1998
Arthur B. Laffer                                                     

                              
------------------------      Director                          
Ardon E. Moore                                                       

/s/ Alfred E. Osborne, Jr.       
--------------------------    Director                         February 10, 1998
Alfred E. Osborne, Jr.  
                                         

/s/ J. Danforth Quayle
--------------------------    Director                         February 10, 1998
J. Danforth Quayle                                                   

/s/ C. Howard Wilkins, Jr.
--------------------------    Director                         February 10, 1998
C. Howard Wilkins, Jr.
EXHIBIT INDEX

     EXHIBIT NO.             DESCRIPTION                  SEQUENTIAL PAGE NUMBER

        4.1     Restated Certificate of Incorporation,
                as amended (incorporated by reference to           --
                Exhibit 3.0 to Form 10-K, dated March
                31, 1997 (File No. 1-10728)).

        4.2     Restated Bylaws (incorporated by                   --
                reference to Exhibit 3.1 to Form 10-K,
                dated March 31, 1997 (File No. 1-10728)).

        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 Price Waterhouse.

        23.4    Consent of Ernst & Young LLP.

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