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
                         MANAGEMENT STOCK PURCHASE 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                Amount of
    Title of securities         Amount to be            maximum offering        maximum aggregate          registration
      to be registered           registered              price per unit          offering price                fee
------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                         <C>                     <C>                       <C>
Restricted Stock
  Units                       1,000,000 units             $26.105 (1)             $26,105,000 (1)           $2,111.90

Common Stock,
  $.10 par value              1,000,000 shs.                   -- (2)                      -- (2)                None

Common Share
  Purchase Rights             1,000,000 rights                 -- (3)                      -- (3)                None
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Calculated pursuant to Rule 457(c) and (h) upon the basis of the average of
     the high and low prices  ($26.41 and $25.80) of a share of the Common Stock
     as reported for New York Stock Exchange composite  transactions on December
     12, 2003. The number of restricted  stock units purchased and awarded under
     the Plan will be  determined  by  dividing a dollar  amount by the  closing
     price of a share of Common  Stock as reported  for New York Stock  Exchange
     composite transactions on the date of award or purchase.

(2)  Pursuant  to Rule  457(i),  no  registration  fee is payable for the Common
     Stock.  Each  restricted  stock unit issued under the Plan is  convertible,
     without  the  payment of  additional  consideration,  into one share of the
     Common Stock being registered hereby.

(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 August 2, 2003;

          (b) the  Registrant's  Quarterly Report on Form 10-Q for the quarterly
     period ended October 31, 2003;

          (c) the Registrant's  Current Report on Form 8-K bearing cover date of
     August 18, 2003; 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 for the Common  Stock and the Common  Share  Purchase  Rights,
both of which are registered under Section 12 of the Exchange Act.

     Each Restricted  Stock Unit being  registered  hereby will, after a vesting
period of three or four  years,  entitle  the holder to receive one share of the
Registrant's Common Stock, subject to certain forfeiture provisions set forth in
the Registrant's Management Stock Purchase Plan as amended October 16, 2003 (the
"Plan").  Restricted Stock Units will vest  automatically in accordance with and
subject to the provisions of the Plan. An owner of a Restricted Stock

                                       3

<PAGE>


Unit will not have any of the  rights of a holder of  Common  Stock  until  such
Restricted  Stock Unit has  vested and the owner has  received a share of Common
Stock in respect thereof.

     Owners of  Restricted  Stock  Units will be  entitled  to receive  dividend
equivalent  Restricted  Stock  Units as of each date that a dividend  is paid on
Common Stock.  The number of dividend  equivalent  Restricted  Stock Units to be
credited  to  participants  in the  Plan  on a  dividend  payment  date  will be
determined by first  multiplying (A) the number of Restricted  Stock Units owned
by the  participant  on such  date by (B) the  per-share  dollar  amount  of the
dividend  paid on such  date,  and then  dividing  the  resulting  amount by the
closing price for New York Stock Exchange  composite  transactions of a share of
Common Stock on such dividend payment date.

     In the event a  "Change  in  Control"  (defined  below)  of the  Registrant
occurs,  all Restricted  Stock Units owned by participants in the Plan will vest
on the date a Change of Control occurs.

     "Change in Control" means the occurrence of any of the following:

          (a)  the  "Distribution  Date" as  defined  in Section 3 of the Rights
               Agreement  dated as of November 17, 1989  between the  Registrant
               and United States Trust Company of New York, as Rights Agent,  as
               the  same  may  have  been  amended  or  extended  to the time in
               question or in any successor  agreement (the "Rights  Agreement")
               (see Exhibits 4(a) and 4(b) to this Registration Statement); or

          (b)  any  event  described  in  Section  11(a)(ii)(B)  of  the  Rights
               Agreement; or

          (c)  any event described in Section 13 of the Rights Agreement; or

          (d)  the  date on which  the  number  of duly  elected  and  qualified
               directors of the  Registrant  who were not either  elected by the
               Board of  Directors or nominated by the Board of Directors or its
               Nominating Committee for election by the shareholders shall equal
               or exceed  one-third  of the total  number  of  directors  of the
               Registrant as fixed by its by-laws;

however,  no Change in Control  will be deemed to have  occurred,  and no rights
arising  upon a Change in  Control  as  provided  in  Section 8 of the Plan will
exist,  to the extent that the Board of Directors so  determines  by  resolution
adopted prior to the Change in Control.


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


                                       4

<PAGE>


the Registrant and the owner of 10,000 shares of the Registrant's  Common Stock.
In addition,  Mr. Shelley holds options granted by the Registrant to purchase an
additional  7,500  shares  of  Common  Stock.,  exercisable  as to 3,750  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.

                                        5

<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


                                       6
<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.


                                        7

<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.

                                        8

<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.


                                        9

<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 16th day of
December, 2003.


                                            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 true and
lawful  attorneys-in-fact with full power to execute in the name of such person,
in the capacities stated below, and to file, such one or more amendments to this
Registration Statement as the Registrant deems appropriate,  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 16, 2003, by the following persons in the capacities indicated.


                                       10

<PAGE>





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



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




           /s/ John Adamovich                Chief Financial Officer,
---------------------------------------      Group Vice President and Treasurer
           John Adamovich, Jr.                (Principal Financial Officer)




           /s/ Lisa McDermott                Chief Corporate Accountant
---------------------------------------      (Principal Accounting Officer)
           Lisa McDermott



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



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



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



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


                                       11
<PAGE>



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



           /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



                                      12
<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

(23)(c)          Consent of The Mentor Group, Inc.

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

(99)*            Pall  Corporation  Management Stock Purchase Plan as amended
                 effective  October 16, 2003,  filed as Exhibit  10.26 to the
                 Registrant's  Annual Report on Form 10-K for the fiscal year
                 ended August 2, 2003
------------
* Incorporated herein by reference.



                                       13
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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
                         MANAGEMENT STOCK PURCHASE 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                Amount of
    Title of securities         Amount to be            maximum offering        maximum aggregate          registration
      to be registered           registered              price per unit          offering price                fee
------------------------------------------------------------------------------------------------------------------------
Restricted Stock
  Units                       1,000,000 units             $26.105 (1)             $26,105,000 (1)           $2,111.90

Common Stock,
  $.10 par value              1,000,000 shs.                   -- (2)                      -- (2)                None

Common Share
  Purchase Rights             1,000,000 rights                 -- (3)                      -- (3)                None
------------------------------------------------------------------------------------------------------------------------
(1)  Calculated pursuant to Rule 457(c) and (h) upon the basis of the average of
     the high and low prices  ($26.41 and $25.80) of a share of the Common Stock
     as reported for New York Stock Exchange composite  transactions on December
     12, 2003. The number of restricted  stock units purchased and awarded under
     the Plan will be  determined  by  dividing a dollar  amount by the  closing
     price of a share of Common  Stock as reported  for New York Stock  Exchange
     composite transactions on the date of award or purchase.

(2)  Pursuant  to Rule  457(i),  no  registration  fee is payable for the Common
     Stock.  Each  restricted  stock unit issued under the Plan is  convertible,
     without  the  payment of  additional  consideration,  into one share of the
     Common Stock being registered hereby.

(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 August 2, 2003;

          (b) the  Registrant's  Quarterly Report on Form 10-Q for the quarterly
     period ended October 31, 2003;

          (c) the Registrant's  Current Report on Form 8-K bearing cover date of
     August 18, 2003; 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 for the Common  Stock and the Common  Share  Purchase  Rights,
both of which are registered under Section 12 of the Exchange Act.

     Each Restricted  Stock Unit being  registered  hereby will, after a vesting
period of three or four  years,  entitle  the holder to receive one share of the
Registrant's Common Stock, subject to certain forfeiture provisions set forth in
the Registrant's Management Stock Purchase Plan as amended October 16, 2003 (the
"Plan").  Restricted Stock Units will vest  automatically in accordance with and
subject to the provisions of the Plan. An owner of a Restricted Stock

                                       3
Unit will not have any of the  rights of a holder of  Common  Stock  until  such
Restricted  Stock Unit has  vested and the owner has  received a share of Common
Stock in respect thereof.

     Owners of  Restricted  Stock  Units will be  entitled  to receive  dividend
equivalent  Restricted  Stock  Units as of each date that a dividend  is paid on
Common Stock.  The number of dividend  equivalent  Restricted  Stock Units to be
credited  to  participants  in the  Plan  on a  dividend  payment  date  will be
determined by first  multiplying (A) the number of Restricted  Stock Units owned
by the  participant  on such  date by (B) the  per-share  dollar  amount  of the
dividend  paid on such  date,  and then  dividing  the  resulting  amount by the
closing price for New York Stock Exchange  composite  transactions of a share of
Common Stock on such dividend payment date.

     In the event a  "Change  in  Control"  (defined  below)  of the  Registrant
occurs,  all Restricted  Stock Units owned by participants in the Plan will vest
on the date a Change of Control occurs.

     "Change in Control" means the occurrence of any of the following:

          (a)  the  "Distribution  Date" as  defined  in Section 3 of the Rights
               Agreement  dated as of November 17, 1989  between the  Registrant
               and United States Trust Company of New York, as Rights Agent,  as
               the  same  may  have  been  amended  or  extended  to the time in
               question or in any successor  agreement (the "Rights  Agreement")
               (see Exhibits 4(a) and 4(b) to this Registration Statement); or

          (b)  any  event  described  in  Section  11(a)(ii)(B)  of  the  Rights
               Agreement; or

          (c)  any event described in Section 13 of the Rights Agreement; or

          (d)  the  date on which  the  number  of duly  elected  and  qualified
               directors of the  Registrant  who were not either  elected by the
               Board of  Directors or nominated by the Board of Directors or its
               Nominating Committee for election by the shareholders shall equal
               or exceed  one-third  of the total  number  of  directors  of the
               Registrant as fixed by its by-laws;

however,  no Change in Control  will be deemed to have  occurred,  and no rights
arising  upon a Change in  Control  as  provided  in  Section 8 of the Plan will
exist,  to the extent that the Board of Directors so  determines  by  resolution
adopted prior to the Change in Control.

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

                                       4
the Registrant and the owner of 10,000 shares of the Registrant's  Common Stock.
In addition,  Mr. Shelley holds options granted by the Registrant to purchase an
additional  7,500  shares  of  Common  Stock.,  exercisable  as to 3,750  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.

                                        5
"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

                                       6
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.

                                        7
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.

                                        8
(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.

                                        9
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 16th day of
December, 2003.

                                            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 true and
lawful  attorneys-in-fact with full power to execute in the name of such person,
in the capacities stated below, and to file, such one or more amendments to this
Registration Statement as the Registrant deems appropriate,  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 16, 2003, by the following persons in the capacities indicated.

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

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

           /s/ John Adamovich                Chief Financial Officer,
---------------------------------------      Group Vice President and Treasurer
           John Adamovich, Jr.                (Principal Financial Officer)

           /s/ Lisa McDermott                Chief Corporate Accountant
---------------------------------------      (Principal Accounting Officer)
           Lisa McDermott

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

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

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

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

                                       11
/s/ Edwin W. Martin, Jr.
---------------------------------------
           Edwin W. Martin, Jr.                      Director

           /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

                                      12
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

(23)(c)          Consent of The Mentor Group, Inc.

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

(99)*            Pall  Corporation  Management Stock Purchase Plan as amended
                 effective  October 16, 2003,  filed as Exhibit  10.26 to the
                 Registrant's  Annual Report on Form 10-K for the fiscal year
                 ended August 2, 2003
------------
* Incorporated herein by reference.

                                       13