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
                             2001 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

                          Mary Ann 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
                                  2 Wall Street
                          New York, New York 10005-2072
                        Attention: Heywood Shelley, Esq.
                                  ____________






<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 share           offering price              fee
________________________________________________________________________________________________________________________
<S>                              <C>                      <C>                       <C>                     <C>
Common Stock,
  $.10 par value                  72,000 shs.             $24.27 (1)                $1,747,440(1)           $160.77

Common Stock,
  $.10 par value                 328,000 shs.             $23.15 (2)                 7,593,200               698.57
                                 -------                                             ---------               ------

Totals                           400,000 shs.                --                     $9,340,640              $859.34
                                 =======                                            ==========              =======

Common Share
Purchase Rights                  400,000 rights              --  (3)                    --    (3)             None
________________________________________________________________________________________________________________________
</TABLE>

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

(2)      Calculated pursuant to Rule 457(h) and (c) on the basis of the average
         of the high and low prices ($23.57 and $22.73) of a share of the Common
         Stock as reported for New York Stock Exchange composite transactions on
         January 15, 2002.

(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 is incorporating by reference into this Registration
Statement the following documents filed by it with the Commission (Commission
File No. 1-4311):

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
     ended July 28, 2001;

         (b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
     period ended October 27, 2001; and

         (c) 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 such 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. The Common Stock and Common Share Purchase Rights are
registered under Section 12(b) of the Exchange Act.


Item 5.  Interests of Named Experts and Counsel.

         Carter, Ledyard & Milburn, 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, is a director of the Registrant and the owner of
10,000 outstanding shares of the Registrant's Common Stock. In addition, Mr.
Shelley holds options granted by the Registrant to purchase an additional 17,500
shares of Common Stock under the Registrant's stock option plans.


                                       3

<PAGE>



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 above provisions, Section 7.02 of the Registrant's
Bylaws provides as follows:

         "Indemnification. The Corporation shall  indemnify any  person made  or
     threatened to be made a party to any action or proceeding, whether civil or
     criminal  (and whether or not by or in the right of the  corporation  or of
     any other  corporation  of any type or kind,  domestic or  foreign,  or any
     partnership,   joint  venture,   trust,  employee  benefit  plan  or  other
     enterprise),  by  reason  of the fact that such  person,  his  testator  or
     intestate, is or was a director or officer of the corporation or served any
     other  corporation  of any  type  or  kind,  domestic  or  foreign,  or any
     partnership,   joint  venture,   trust,  employee  benefit  plan  or  other
     enterprise  in any  capacity  at the  request of the  corporation,  against
     judgments,  fines,  amounts paid in  settlement  and  reasonable  expenses,
     including attorneys' fees, actually and necessarily incurred as a result of
     such action or  proceeding,  or any appeal  therein,  provided  that (i) no
     indemnification  may be made to or on behalf of any person if a judgment or
     other final  adjudication  adverse to such person establishes that his 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 personally gained in fact a financial profit or other advantage to which
     he was not legally entitled;  (ii) no indemnification  shall be required in
     connection  with the  settlement  of any  pending or  threatened  action or
     proceeding,  or any other disposition  thereof except a final adjudication,
     unless  the   corporation   has  consented  to  such  settlement  or  other
     disposition,  and (iii) the corporation shall not be obligated to indemnify
     any person by reason of the  adoption  of this  Section  7.02 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 7.02.

         "Reasonable expenses, including attorneys' fees, incurred in  defending
     any action or proceeding,  whether threatened or pending,  shall be paid or
     reimbursed by the corporation in advance of the final  disposition  thereof
     upon  receipt  of an  undertaking  by or on  behalf of the  person  seeking
     indemnification  to repay such amount to the corporation to the extent,  if
     any, such person is ultimately found not to be entitled to indemnification.

         "Notwithstanding  any other provision hereof, no amendment or repeal of
     this  Section  7.02,  or any  other  corporate  action or  agreement  which
     prohibits or otherwise limits the right of any person to indemnification or
     advancement or reimbursement of 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.



                                        4



<PAGE>




         "The corporation is hereby  authorized, but shall  not be  required, to
     enter into  agreements  with any of its  directors,  officers or  employees
     providing for rights to  indemnification  and advancement and reimbursement
     of reasonable expenses,  including attorneys' fees, to the extent permitted
     by law,  but the  corporation's  failure  to do so shall not in any  manner
     affect or limit the rights provided for by this Section 7.02 or otherwise.

         "For purposes  of this  Section 7.02,  the term 'the corporation' shall
     include any legal successor to the  corporation,  including any corporation
     which acquires all or substantially all of the assets of the corporation in
     one  or  more  transactions.   For  purposes  of  this  Section  7.02,  the
     corporation shall be deemed to have requested a person to serve an employee
     benefit  plan  where the  performance  by such  person of his duties to the
     corporation or any subsidiary  thereof also imposes duties on, or otherwise
     involves   services  by,  such  person  to  the  plan  or  participants  or
     beneficiaries  of the plan,  and excise  taxes  assessed  on a person  with
     respect to an employee  benefit plan  pursuant to  applicable  law shall be
     considered fines.

         "The rights granted pursuant to or provided by the foregoing provisions
     of this  Section 7.02 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.


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.



                                        5




<PAGE>



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.

         (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



                                        6



<PAGE>



     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.


                                       7


<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 18th day of
January, 2002.

                                PALL CORPORATION


                                By:/s/ Jeremy Hayward-Surry
                                  -------------------------
                                     Jeremy Hayward-Surry
                                     President



                                POWER OF ATTORNEY

     Each  person  whose  signature  appears  below  hereby  constitutes  Jeremy
Hayward-Surry, Gilbert P. Weiner and Mary Ann 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
January 18, 2002, by the following persons in the capacities indicated.





                                        8



<PAGE>





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



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



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



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



                                                    Director
--------------------------------------
   Abraham Appel



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



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



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




                                        9

<PAGE>



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



/s/Jeremy Hayward-Surry                              Director
--------------------------------------
   Jeremy Hayward-Surry



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



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



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



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



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



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




                                       10

<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  (Commission   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 Rights
               Agreement,  which Amendment was filed as Exhibit III to Amendment
               No. 1, dated April 20, 1999, to the Form 8-A

5              Opinion of Carter, Ledyard & Milburn

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

23(b)          Consent of KPMG LLP

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

99             Pall Corporation 2001 Stock Option Plan for Non-Employee
               Directors

______________________

* Incorporated herein by reference.








                                       11
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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
                             2001 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

                          Mary Ann 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
                                  2 Wall Street
                          New York, New York 10005-2072
                        Attention: Heywood Shelley, Esq.
                                  ____________
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 share           offering price              fee
________________________________________________________________________________________________________________________
Common Stock,
  $.10 par value                  72,000 shs.             $24.27 (1)                $1,747,440(1)           $160.77

Common Stock,
  $.10 par value                 328,000 shs.             $23.15 (2)                 7,593,200               698.57
                                 -------                                             ---------               ------

Totals                           400,000 shs.                --                     $9,340,640              $859.34
                                 =======                                            ==========              =======

Common Share
Purchase Rights                  400,000 rights              --  (3)                    --    (3)             None
________________________________________________________________________________________________________________________
(1)      Calculated pursuant to Rule 457(h) on the basis of the price at which
         outstanding options under the Plan may be exercised.

(2)      Calculated pursuant to Rule 457(h) and (c) on the basis of the average
         of the high and low prices ($23.57 and $22.73) of a share of the Common
         Stock as reported for New York Stock Exchange composite transactions on
         January 15, 2002.

(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 is incorporating by reference into this Registration
Statement the following documents filed by it with the Commission (Commission
File No. 1-4311):

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
     ended July 28, 2001;

         (b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
     period ended October 27, 2001; and

         (c) 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 such 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. The Common Stock and Common Share Purchase Rights are
registered under Section 12(b) of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Carter, Ledyard & Milburn, 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, is a director of the Registrant and the owner of
10,000 outstanding shares of the Registrant's Common Stock. In addition, Mr.
Shelley holds options granted by the Registrant to purchase an additional 17,500
shares of Common Stock under the Registrant's stock option plans.

                                       3
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 above provisions, Section 7.02 of the Registrant's
Bylaws provides as follows:

         "Indemnification. The Corporation shall  indemnify any  person made  or
     threatened to be made a party to any action or proceeding, whether civil or
     criminal  (and whether or not by or in the right of the  corporation  or of
     any other  corporation  of any type or kind,  domestic or  foreign,  or any
     partnership,   joint  venture,   trust,  employee  benefit  plan  or  other
     enterprise),  by  reason  of the fact that such  person,  his  testator  or
     intestate, is or was a director or officer of the corporation or served any
     other  corporation  of any  type  or  kind,  domestic  or  foreign,  or any
     partnership,   joint  venture,   trust,  employee  benefit  plan  or  other
     enterprise  in any  capacity  at the  request of the  corporation,  against
     judgments,  fines,  amounts paid in  settlement  and  reasonable  expenses,
     including attorneys' fees, actually and necessarily incurred as a result of
     such action or  proceeding,  or any appeal  therein,  provided  that (i) no
     indemnification  may be made to or on behalf of any person if a judgment or
     other final  adjudication  adverse to such person establishes that his 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 personally gained in fact a financial profit or other advantage to which
     he was not legally entitled;  (ii) no indemnification  shall be required in
     connection  with the  settlement  of any  pending or  threatened  action or
     proceeding,  or any other disposition  thereof except a final adjudication,
     unless  the   corporation   has  consented  to  such  settlement  or  other
     disposition,  and (iii) the corporation shall not be obligated to indemnify
     any person by reason of the  adoption  of this  Section  7.02 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 7.02.

         "Reasonable expenses, including attorneys' fees, incurred in  defending
     any action or proceeding,  whether threatened or pending,  shall be paid or
     reimbursed by the corporation in advance of the final  disposition  thereof
     upon  receipt  of an  undertaking  by or on  behalf of the  person  seeking
     indemnification  to repay such amount to the corporation to the extent,  if
     any, such person is ultimately found not to be entitled to indemnification.

         "Notwithstanding  any other provision hereof, no amendment or repeal of
     this  Section  7.02,  or any  other  corporate  action or  agreement  which
     prohibits or otherwise limits the right of any person to indemnification or
     advancement or reimbursement of 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.

                                        4
"The corporation is hereby  authorized, but shall  not be  required, to
     enter into  agreements  with any of its  directors,  officers or  employees
     providing for rights to  indemnification  and advancement and reimbursement
     of reasonable expenses,  including attorneys' fees, to the extent permitted
     by law,  but the  corporation's  failure  to do so shall not in any  manner
     affect or limit the rights provided for by this Section 7.02 or otherwise.

         "For purposes  of this  Section 7.02,  the term 'the corporation' shall
     include any legal successor to the  corporation,  including any corporation
     which acquires all or substantially all of the assets of the corporation in
     one  or  more  transactions.   For  purposes  of  this  Section  7.02,  the
     corporation shall be deemed to have requested a person to serve an employee
     benefit  plan  where the  performance  by such  person of his duties to the
     corporation or any subsidiary  thereof also imposes duties on, or otherwise
     involves   services  by,  such  person  to  the  plan  or  participants  or
     beneficiaries  of the plan,  and excise  taxes  assessed  on a person  with
     respect to an employee  benefit plan  pursuant to  applicable  law shall be
     considered fines.

         "The rights granted pursuant to or provided by the foregoing provisions
     of this  Section 7.02 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.

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.

                                        5
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.

         (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

                                        6
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.

                                       7
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 18th day of
January, 2002.

                                PALL CORPORATION

                                By:/s/ Jeremy Hayward-Surry
                                  -------------------------
                                     Jeremy Hayward-Surry
                                     President

                                POWER OF ATTORNEY

     Each  person  whose  signature  appears  below  hereby  constitutes  Jeremy
Hayward-Surry, Gilbert P. Weiner and Mary Ann 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
January 18, 2002, by the following persons in the capacities indicated.

                                        8
Signature                                      Title
      ---------                                      -----

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

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

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

                                                    Director
--------------------------------------
   Abraham Appel

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

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

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

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

/s/Jeremy Hayward-Surry                              Director
--------------------------------------
   Jeremy Hayward-Surry

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

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

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

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

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

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

                                       10
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  (Commission   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 Rights
               Agreement,  which Amendment was filed as Exhibit III to Amendment
               No. 1, dated April 20, 1999, to the Form 8-A

5              Opinion of Carter, Ledyard & Milburn

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

23(b)          Consent of KPMG LLP

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

99             Pall Corporation 2001 Stock Option Plan for Non-Employee
               Directors

______________________

* Incorporated herein by reference.

                                       11