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
                          EMPLOYEE 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>
Common Stock,                                                                                   $2,111.90
  $.10 par value            1,000,000 shs.      $26.105 (1)           $26,105,000(1)

Common Share
  Purchase Rights           1,000,000 rights         -- (2)               --     (2)                 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.

(2)  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,  since the Common Stock and the Common Share Purchase  Rights
are registered under Section 12 of the Exchange Act.


Item 5. Interests of Named Experts and Counsel.

     Carter  Ledyard & Milburn LLP,  counsel for the  Registrant,  has given the
opinion  being  filed as  Exhibit  5 to this  Registration  Statement  as to the
legality of the securities being registered hereby. Heywood Shelley,  counsel to
Carter  Ledyard & Milburn LLP, is a director of the  Registrant and the owner of
10,000 shares of the Registrant's  Common Stock. In addition,  Mr. Shelley holds
options granted by the Registrant to purchase an additional 7,500 shares of


                                       3

<PAGE>


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 By-laws 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.

          "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

                                        4

<PAGE>


     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 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:

                                        5

<PAGE>




               (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.



Item 7. Exemption from Registration Claimed.

     Not applicable.

                                        6

<PAGE>

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.

               (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

                                        7

<PAGE>


          herein,  and the  offering  of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

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


                                        8

<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Village of East Hills, State of New York, on the 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 S. 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
December 16, 2003 by the following persons in the capacities indicated.

                                       9


<PAGE>




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



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




           /s/ 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.


                                       10
<PAGE>



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



           /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



                                       11
<PAGE>





                                  EXHIBIT INDEX


Exhibit No.
-----------

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

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

(5)              Opinion of Carter Ledyard & Milburn LLP

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

(23)(b)          Consent of KPMG LLP

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

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

(99)*            Pall  Corporation  Employee  Stock  Purchase Plan as amended
                 effective  October 17, 2003,  filed as Exhibit  10.27 to the
                 Registrant's  Annual Report on Form 10-K for the fiscal year
                 ended August 2, 2003

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



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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                       ----------------------------------

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

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

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

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

                                PALL CORPORATION
                          EMPLOYEE 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
------------------------------------------------------------------------------------------------------------
Common Stock,                                                                                   $2,111.90
  $.10 par value            1,000,000 shs.      $26.105 (1)           $26,105,000(1)

Common Share
  Purchase Rights           1,000,000 rights         -- (2)               --     (2)                 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.

(2)  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,  since the Common Stock and the Common Share Purchase  Rights
are registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     Carter  Ledyard & Milburn LLP,  counsel for the  Registrant,  has given the
opinion  being  filed as  Exhibit  5 to this  Registration  Statement  as to the
legality of the securities being registered hereby. Heywood Shelley,  counsel to
Carter  Ledyard & Milburn LLP, is a director of the  Registrant and the owner of
10,000 shares of the Registrant's  Common Stock. In addition,  Mr. Shelley holds
options granted by the Registrant to purchase an additional 7,500 shares of

                                       3
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 By-laws 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.

          "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

                                        4
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 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:

                                        5
(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.

Item 7. Exemption from Registration Claimed.

     Not applicable.

                                        6
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.

               (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

                                        7
herein,  and the  offering  of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

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

                                        8
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Village of East Hills, State of New York, on the 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 S. 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
December 16, 2003 by the following persons in the capacities indicated.

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

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

           /s/ 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.

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

           /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

                                       11
EXHIBIT INDEX

Exhibit No.
-----------

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

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

(5)              Opinion of Carter Ledyard & Milburn LLP

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

(23)(b)          Consent of KPMG LLP

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

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

(99)*            Pall  Corporation  Employee  Stock  Purchase Plan as amended
                 effective  October 17, 2003,  filed as Exhibit  10.27 to the
                 Registrant's  Annual Report on Form 10-K for the fiscal year
                 ended August 2, 2003

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

                                       12