UNITED STATES FILTER CORP, 424B4, 1995-11-15

UNITED STATES FILTER CORP
424B4, 1995-11-15
REFRIGERATION & SERVICE INDUSTRY MACHINERY

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<PAGE>

PROSPECTUS NOVEMBER 14, 1995 Rule 424(b)(4)
File No. 33-76042 and
3,041,092 SHARES File No. 33-63263

LOGO
UNITED STATES FILTER CORPORATION
COMMON STOCK

All of the 3,041,092 shares (the "Shares") of Common Stock of United States
Filter Corporation offered hereby are being sold by Eastern Associated
Securities Corp. (the "Selling Stockholder"), a subsidiary of Eastern
Enterprises. The Company will not receive any of the proceeds from the sale of
the Shares. See "Selling Stockholder."

The Company's Common Stock is traded on the New York Stock Exchange under
the symbol "USF." On November 14, 1995, the last reported sale price for the
Common Stock was $22 5/8 per share. See "Price Range of Common Stock."

SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
- --------------------------------------------------------------------------------
<CAPTION>
PRICE UNDERWRITING PROCEEDS TO
TO THE DISCOUNTS AND THE SELLING
PUBLIC COMMISSIONS(1) STOCKHOLDER(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share............................. $22.625 $1.09 $21.535
Total(3).............................. $68,804,706 $3,314,790 $65,489,916
- --------------------------------------------------------------------------------
</TABLE>

(1) The Company, the Selling Stockholder and Anjou International Company
("Anjou") have agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the U.S. Securities Act of 1933,
as amended. See "Underwriting."

(2) Before deducting expenses payable by the Selling Stockholder estimated at
$50,000.

(3) Anjou has granted the Underwriters a 30-day option to purchase up to
371,229 additional shares of Common Stock at the Price to the Public, less
Underwriting Discounts and Commissions, to cover over-allotments, if any.
If such option is exercised in full, the Total Price to the Public, Total
Underwriting Discounts and Commissions and Total Proceeds to the Selling
Stockholder and Anjou (before expenses payable by the Selling Stockholder
and Anjou estimated at $80,000) will be $77,203,762, $3,719,430 and
$73,484,332, respectively. See "Over-Allotment Option" and "Underwriting."

The shares of Common Stock are offered by the several Underwriters when, as
and if delivered to and accepted by them, subject to certain conditions,
including their rights to withdraw, cancel or reject orders in whole or in
part. It is expected that delivery of the share certificates will be made in
New York, New York on or about November 20, 1995.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
PAINEWEBBER INCORPORATED
RBC DOMINION SECURITIES CORPORATION
SALOMON BROTHERS INC
<PAGE>

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMPANY'S
COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy solicitation materials and
other information with the U.S. Securities and Exchange Commission (the
"Commission"). Such reports, proxy solicitation materials and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices located at
Seven World Trade Center, Suite 1300, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
can be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock is
listed on the New York Stock Exchange. Such reports, proxy solicitation
materials and other information can also be inspected and copied at the New
York Stock Exchange at 20 Broad Street, New York, New York 10005.

The Company has filed with the Commission registration statements on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statements") under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), with respect to the offering made hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statements, certain portions of which are omitted in accordance
with the rules and regulations of the Commission. Such additional information
may be obtained from the Commission's principal office in Washington, D.C. as
set forth above. For further information, reference is hereby made to the
Registration Statements, including the exhibits filed as a part thereof or
otherwise incorporated herein. Statements made in this Prospectus as to the
contents of any documents referred to are not necessarily complete, and in
each instance reference is made to such exhibit for a more complete
description and each such statement is modified in its entirety by such
reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission (File No.
1-10728) pursuant to the Exchange Act are incorporated herein by reference:
the Company's Annual Report on Form 10-K for the year ended March 31, 1995;
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1995; the Company's Current Reports on Form 8-K dated April 3, 1995 (two such
Current Reports), May 3, 1995, May 4, 1995 as amended on Form 8-K/A dated
October 6, 1995, June 12, 1995, June 27, 1995, July 13, 1995, August 11, 1995,
August 30, 1995, September 7, 1995, September 18, 1995, October 2, 1995,
October 5, 1995, November 1, 1995 and November 2, 1995; and description of the
Common Stock contained in the Company's Registration Statement on Form 8-A, as
the same may be amended.

All reports and other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering made by this
Prospectus shall be deemed to be incorporated by reference herein. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is incorporated
or deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person,
a copy of any or all of the documents that are incorporated herein by
reference, other than exhibits to such information (unless such exhibits are
specifically incorporated by reference into such documents). Requests should
be directed to the General Counsel of the Company at 73-710 Fred Waring Drive,
Suite 222, Palm Desert, California 92260 (telephone (619) 340-0098).

2
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more
detailed information, including the Selected Consolidated Financial
Data and the Company's Consolidated Financial Statements and Notes
thereto, included or incorporated by reference in this Prospectus.
Investors should consider carefully the information set forth under the
caption "Risk Factors." Except as otherwise specified, all information
in this Prospectus has been adjusted to reflect a 3-for-2 split of the
Common Stock effected December 5, 1994 and a 1-for-75 reverse split of
the Common Stock effected February 25, 1991.

THE COMPANY

The Company is a leading global provider of industrial and commercial
water treatment systems and services, with an installed base of more
than 90,000 systems in the United States, Europe, Latin America and the
Far East. The Company offers a single-source solution to its
industrial, commercial and municipal customers through what the Company
believes to be the industry's broadest range of cost-effective water
treatment systems, services and proven technologies. The Company
capitalizes on its substantial installed base to sell additional
systems and utilizes its global network of 124 sales and service
facilities, including 12 manufacturing plants, to provide customers
with ongoing service and maintenance. In addition, the Company is a
leading international provider of service deionization ("SDI") and
outsourced water services, including operation of water purification
and wastewater treatment systems at customer sites. See "The Company."

The Company's principal executive offices are located at 73-710 Fred
Waring Drive, Suite 222, Palm Desert, California 92260, and its
telephone number is (619) 340-0098. References herein to the Company
refer to United States Filter Corporation and its subsidiaries, unless
the context requires otherwise.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Selling Stockholder......... 3,041,092 shares
Common Stock outstanding................................ 25,509,909 shares (1)
New York Stock Exchange symbol.......................... USF
Use of proceeds......................................... The Company will not receive
any of the proceeds from
the sale of the Shares.
</TABLE>
--------

(1) Represents shares of Common Stock outstanding as of October 3,
1995. Does not include 1,848,248 shares issuable upon exercise of
stock options outstanding at an average exercise price of $13.05
per share of Common Stock as of such date and 693,421 additional
shares reserved for issuance upon exercise of options available for
grant under the Company's stock option plans, 1,320,000 shares
issuable upon conversion at the rate of 1.5 shares of Common Stock
per share of convertible preferred stock, 2,926,829 shares issuable
upon conversion of convertible debentures at a conversion price of
$20.50 per share of Common Stock, and 5,090,909 shares issuable
upon conversion of convertible notes at a conversion price of
$27.50 per share of Common Stock.

3
<PAGE>

RISK FACTORS

Prospective investors should carefully consider the following factors
relating to the business of the Company, together with the other information
and financial data included or incorporated by reference in this Prospectus,
before acquiring the Shares offered hereby.

ACQUISITION STRATEGY

In pursuit of its strategic objective of becoming the leading global single-
source provider of water treatment systems and services, the Company has,
since 1991, acquired and successfully integrated more than 18 United States
based and international businesses with strong market positions and
substantial water treatment expertise. The Company's acquisition strategy
entails the potential risks inherent in assessing the value, strengths,
weaknesses, contingent or other liabilities and potential profitability of
acquisition candidates and in integrating the operations of acquired
companies. Although the Company generally has been successful in pursuing
these acquisitions, there can be no assurance that acquisition opportunities
will continue to be available, that the Company will have access to the
capital required to finance potential acquisitions, that the Company will
continue to acquire businesses or that any business acquired will be
integrated successfully or prove profitable. The Company has no current plans
regarding any material acquisitions.

INTERNATIONAL TRANSACTIONS

The Company has made and expects it will continue to make acquisitions and
to obtain contracts in Europe, Latin America, the Far East and other areas
outside the United States. While these activities may provide important
opportunities for the Company to offer its products and services
internationally, they also entail the risks associated with conducting
business internationally, including the risk of currency fluctuations, slower
payment of invoices and possible social, political and economic instability.

RELIANCE ON KEY PERSONNEL

The Company's operations are dependent on the continued efforts of senior
management, in particular Richard J. Heckmann, its Chairman, President and
Chief Executive Officer. Should any of the senior managers be unable to
continue in their present roles, the Company's prospects could be adversely
affected.

PROFITABILITY OF FIXED PRICE CONTRACTS

A significant portion of the Company's revenues are generated under fixed
price contracts. To the extent that original cost estimates are inaccurate,
costs to complete increase, delivery schedules are delayed or progress under a
contract is otherwise impeded, revenue recognition and profitability from a
particular contract may be adversely affected. The Company routinely records
upward or downward adjustments with respect to fixed price contracts due to
changes in estimates of costs to complete such contracts. There can be no
assurance that future downward adjustments will not be material.

CYCLICALITY OF CAPITAL EQUIPMENT SALES

The sale of capital equipment within the water treatment industry is
cyclical and influenced by various economic factors including interest rates
and general fluctuations of the business cycle. The Company's revenues from
capital equipment sales were approximately 60% of total revenues for the
fiscal year ended March 31, 1995 and 48% for the three months ended June 30,
1995. While the Company sells capital equipment to customers in diverse
industries and in global markets, cyclicality of capital equipment sales and
instability of general economic conditions could have an adverse effect on the
Company's revenues and profitability.

POTENTIAL ENVIRONMENTAL RISKS

The Company's business and products may be significantly influenced by the
constantly changing body of environmental laws and regulations, which require
that certain environmental standards be met and impose liability for the
failure to comply with such standards. While the Company endeavors at each of
its facilities to assure compliance with environmental laws and regulations,
there can be no assurance that the Company's operations or activities, or
historical operations by others at the Company's locations, will not result in
civil or

4
<PAGE>

criminal enforcement actions or private actions that could have a materially
adverse effect on the Company. In particular, the Company's activities as
owner and operator of a hazardous waste treatment and recovery facility are
subject to stringent laws and regulations and compliance reviews. Failure of
this facility to comply with those regulations could result in substantial
fines and the suspension or revocation of the facility's hazardous waste
permit. In addition, to some extent, the liabilities and risks imposed by such
environmental laws on the Company's customers may adversely impact demand for
certain of the Company's products or services or impose greater liabilities
and risks on the Company, which could also have an adverse effect on the
Company's competitive or financial position.

COMPETITION

The water purification and wastewater treatment industry is fragmented and
highly competitive. The Company competes with many United States based and
international companies in its global markets. The principal methods of
competition in the markets in which the Company competes are technology,
service, price, product specifications, customized design, product knowledge
and reputation, ability to obtain sufficient performance bonds, timely
delivery, the relative ease of system operation and maintenance, and the
prompt availability of replacement parts. In the municipal contract bid
process, pricing and ability to meet bid specifications are the primary
considerations. While no competitor is considered dominant, there are
competitors that are divisions or subsidiaries of larger companies which have
significantly greater resources than the Company, which, among other things,
could be a competitive disadvantage to the Company in securing certain
projects.

TECHNOLOGICAL AND REGULATORY CHANGE

The water purification and wastewater treatment business is characterized by
changing technology, competitively imposed process standards and regulatory
requirements, each of which influences the demand for the Company's products
and services. Changes in regulatory or industrial requirements may render
certain of the Company's purification and treatment products and processes
obsolete. Acceptance of new products may also be affected by the adoption of
new government regulations requiring stricter standards. The Company's ability
to anticipate changes in technology and regulatory standards and to
successfully develop and introduce new and enhanced products on a timely basis
will be a significant factor in the Company's ability to grow and to remain
competitive. There can be no assurance that the Company will be able to
achieve the technological advances that may be necessary for it to remain
competitive or that certain of its products will not become obsolete. In
addition, the Company is subject to the risks generally associated with new
product introductions and applications, including lack of market acceptance,
delays in development or failure of products to operate properly.

SHARES ELIGIBLE FOR FUTURE SALE

The market price of the Company's Common Stock could be adversely affected
by the availability for sale of shares held by current securities holders of
the Company, including (i) up to 2,965,829 shares which may be delivered by
Laidlaw Inc. or its affiliates ("Laidlaw"), at Laidlaw's option in lieu of
cash, at maturity pursuant to the terms of Exchangeable Notes due 2000 of
Laidlaw (the amount of shares or cash delivered or paid to be dependent within
certain limits upon the value of the Company's Common Stock at maturity),
which Exchangeable Notes are being offered to the public concurrently with,
but not as a condition to, the sale of the Shares, (ii) 2,926,829 shares
issuable upon conversion of convertible debentures of the Company at a
conversion price of $20.50 per share of Common Stock and 5,090,909 shares
issuable upon conversion of convertible notes of the Company at a conversion
price of $27.50 per share of Common Stock that are currently registered for
sale under the Securities Act pursuant to two shelf registration statements,
(iii) 2,353,729 outstanding shares that are covered by three shelf
registration statements filed under the Securities Act, including the shares
owned by Anjou and subject to the Underwriters' over-allotment option, (iv)
1,320,000 shares issuable upon conversion of shares of preferred stock of the
Company, which are subject to an agreement pursuant to which the holder has
certain rights to request the Company to register the sale of such holder's
Common Stock under the Securities Act and, subject to certain conditions, to
include certain percentages of such shares in other registration statements
filed by the Company ("Registration Rights"), and (v) 334,626 outstanding
shares subject to Registration Rights. In addition, the Company has registered
for sale under the Securities Act 2,000,000 shares which may be issuable by
the Company from time to time in connection with acquisitions of businesses or
assets from third parties.

5
<PAGE>

THE COMPANY

The Company is a leading global provider of industrial and commercial water
treatment systems and services, with an installed base of more than 90,000
systems in the United States, Europe, Latin America and the Far East. The
Company offers a single-source solution to its industrial, commercial and
municipal customers through what the Company believes to be the industry's
broadest range of cost-effective water treatment systems, services and proven
technologies. The Company capitalizes on its substantial installed base to
sell additional systems and utilizes its global network of 124 sales and
service facilities, including 12 manufacturing plants, to provide customers
with ongoing service and maintenance. In addition, the Company is a leading
international provider of SDI and outsourced water services, including
operation of water purification and wastewater treatment systems at customer
sites.

The Company has grown internally and through the strategic acquisition and
successful integration of numerous United States based and international water
treatment companies. The Company's revenues have grown to $272.0 million for
the fiscal year ended March 31, 1995 from $42.6 million for the fiscal year
ended March 31, 1991, representing a compound annual growth rate of 58.9%. The
Company generated $91.5 million in revenues for the three months ended June
30, 1995 as compared to $55.1 million for the comparable period of the prior
fiscal year, representing a growth rate of 66.2%. International revenues
represented approximately 43.9% of the Company's revenues for the three months
ended June 30, 1995. See "Selected Consolidated Financial Data."

Industrial and commercial companies require purified water as a necessary
component of many products and industrial processes. In addition, many
companies and municipalities are finding it increasingly economical to recycle
or reuse their process water and wastewater. As a result, these users require
increasingly sophisticated solutions to their water purification and
wastewater treatment needs. The water treatment industry is highly fragmented,
with numerous regional participants who provide customers with a limited range
of water treatment solutions. The Company, through its wide range of products
and services, breadth of technologies and global network of local sales and
service facilities, differentiates itself from its competitors by being a
leading single-source provider of cost-effective water treatment systems and
services. The Company's customer base includes a broad range of major
industrial and commercial companies, such as Abbott Laboratories, Advanced
Micro Devices, Chevron Corp., Chrysler, Coca-Cola, Eli Lilly, The John Deere
Company, The Kellogg Company, Minnesota Mining and Manufacturing Company,
Procter & Gamble, Southern California Edison and U.S. Steel.

The Company has developed a strategy designed to achieve earnings growth and
expand its operations to become the leading global single-source provider of
water treatment systems and services. The Company's strategy is as follows:

. Provide single-source water treatment solutions to industrial,
commercial and municipal customers

. Offer the broadest range of proven, state-of-the-art treatment
technologies

. Expand the Company's higher-margin service-based revenues, particularly
through build, own and operate contracts

. Pursue acquisitions that provide strategic fit and contribute to the
Company's growth

. Achieve cost savings, synergies and economies of scale in the Company's
operations

ACQUISITIONS AND JOINT VENTURE

6
<PAGE>

Since the end of its most recent fiscal year, the Company acquired
Polymetrics, Inc. on October 2, 1995 for $50 million in cash and approximately
$8 million of the Company's Common Stock, subject to adjustment; Interlake
Water Systems on August 11, 1995 for $20 million in cash and $7 million of the
Company's Common Stock, subject to adjustment; formed Treated Water
Outsourcing, a Nalco/U.S. Filter Joint Venture with Nalco Chemical Company on
June 9, 1995; acquired Arrowhead Industrial Water, Inc. on May 4, 1995 for $80
million in cash, subject to adjustment; and acquired The Permutit Group (as
defined) on April 3, 1995 for approximately $9 million in cash.

Polymetrics, Inc. Polymetrics, Inc. ("Polymetrics") is a leader in the
design, manufacture, installation and service of water treatment systems for
the electronics, pharmaceutical, laboratory, power generation and cogeneration
industries. Polymetrics generated revenues of approximately $40.7 million
during its fiscal year ended December 31, 1994, an 18.3% increase over the
approximately $34.4 million of revenues generated during its prior fiscal
year. Approximately 57% of Polymetrics' revenues were derived from services
during its fiscal year ended December 31, 1994. Polymetrics has seven sales
and service offices, which service approximately 4,000 customers. Polymetrics'
locations in California, Colorado, Oregon and Washington increase the
Company's presence in the western United States. Polymetrics also enhances the
Company's customer base in the electronics industry and complements the
Company's service business, including SDI.

Interlake Water Systems. Interlake Water Systems ("Interlake") is a leading
provider of water treatment services, including SDI, in Illinois and Michigan.
In addition, Interlake sells and services a broad range of standard and
custom-engineered water treatment systems and is the largest distributor of
the Company's Continental product line in the United States. Interlake
generated revenues of approximately $21.6 million during its fiscal year ended
December 31, 1994, a 24% increase over the approximately $17.4 million of
revenues generated during its prior fiscal year. Approximately 69% of
Interlake's revenues were derived from services during its fiscal year ended
December 31, 1994. Through its 12 sales and service offices and more than
3,200 customers, Interlake increases the Company's presence in the midwestern
United States. In particular, Interlake enhances the Company's customer base
in the automotive and pharmaceutical industries, while Interlake's SDI
business complements the Company's service business.

The Permutit Group. The Permutit Group, comprising The Permutit Company
Limited and The Permutit Company Pty Ltd., has a strong position in the United
Kingdom, Australian and New Zealand markets in ion exchange and membrane
technology. The Permutit Group also offers a range of products, including pre-
engineered water treatment systems for the pharmaceutical, laboratory and
chemical markets and other commercial customers. The Permutit Group generated
revenues of approximately $19.9 million during its fiscal year ended March 31,
1994, a 9.2% decrease from the approximately $21.9 million of revenues
generated during its prior fiscal year. Through its ten offices and more than
4,000 customers, The Permutit Group's comprehensive service network
complements the Company's already strong presence in western Europe and
enhances its presence in the Far East.

U.S. Filter/Arrowhead, Inc. U.S. Filter/Arrowhead, Inc., formerly Arrowhead
Industrial Water, Inc. ("Arrowhead"), is a leading supplier of owned and
operated on-site industrial water treatment systems, as well as a leading
provider of mobile water treatment services in North America. Arrowhead
generated revenues of approximately $43.9 million during its fiscal year ended
December 31, 1994, a 14.4% increase over the approximately $38.4 million of
revenues generated during its prior fiscal year. Substantially all of
Arrowhead's revenues were derived from services during its fiscal year ended
December 31, 1994. Through its nine offices and more than 2,500 customers,
Arrowhead enhances the Company's ability to provide customers with outsourced
water purification systems and services, for which the Company believes there
is growing demand. In addition, Arrowhead enhances the Company's technological
and service capabilities, expands its service branch network, increases its
customer base and provides certain synergies, including the use of the
Company's engineering and manufacturing capabilities to design and build
Arrowhead water treatment equipment.

7
<PAGE>

Treated Water Outsourcing, a Nalco/U.S. Filter Joint Venture. In conjunction
with its acquisition of Arrowhead, the Company has formed Treated Water
Outsourcing, a Nalco/U.S. Filter Joint Venture ("TWO"), to focus on the
outsourcing of industrial and commercial customers' water treatment needs.
TWO, which is 50% owned by a subsidiary of Nalco Chemical Company ("Nalco")
and 50% owned by a subsidiary of the Company, was formed to finance, build,
own and operate water treatment systems at customer sites under long-term
contracts. Nalco, a leader in water chemistry, will supply the chemicals
necessary for TWO's water treatment systems, while the Company will supply the
capital equipment, design and service functions to meet TWO's customers'
needs. TWO will have access to Nalco's extensive sales force and customer
base. Nalco and the Company will provide advisory and administrative services
in order to assist TWO in bid and contract preparation and marketing. The
Company believes that the formation of TWO enhances the Company's position as
one of the leading providers of outsourced water services in the world.

USE OF PROCEEDS

The Selling Stockholder will receive all of the net proceeds from the sale
of the Shares, and none of such proceeds will be available for use by the
Company or otherwise for the Company's benefit.

PRICE RANGE OF COMMON STOCK

The Common Stock of the Company has been listed under the symbol "USF" on
the New York Stock Exchange since September 1, 1993 and was listed on the
American Stock Exchange from April 8, 1991 through August 31, 1993. The
following table sets forth for the fiscal periods indicated the high and low
composite sales prices for the Common Stock as reported by the American Stock
Exchange and New York Stock Exchange, as applicable.

<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
Fiscal Year Ended March 31, 1994
1st Quarter...................................................... $16.83 $11.17
2nd Quarter...................................................... 16.50 11.92
3rd Quarter...................................................... 19.17 14.25
4th Quarter...................................................... 15.67 12.25
Fiscal Year Ended March 31, 1995
1st Quarter...................................................... $14.50 $12.17
2nd Quarter...................................................... 14.67 12.25
3rd Quarter...................................................... 16.13 13.17
4th Quarter...................................................... 16.88 15.00
Fiscal Year Ending March 31, 1996
1st Quarter...................................................... $19.63 $14.88
2nd Quarter...................................................... 24.13 18.75
3rd Quarter (through November 14, 1995).......................... 24.88 21.50
</TABLE>

On November 14, 1995, the last reported sale price for the Common Stock on
the New York Stock Exchange was $22 5/8 per share.

DIVIDEND POLICY

The Company currently intends to retain earnings to provide funds for the
operation and expansion of its business and accordingly does not anticipate
paying cash dividends on the Common Stock in the foreseeable future. Any
payment of cash dividends on the Common Stock in the future will depend upon
the Company's financial condition, earnings, capital requirements and such
other factors as the Board of Directors deems relevant. Dividends on the
Common Stock are subject to the prior payment of dividends on the Series A
Preferred Stock. In addition, under the Company's credit agreement with The
First National Bank of Boston and First Interstate Bank of California, no
dividends may be paid on the Common Stock without the consent of those banks.

8
<PAGE>

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company at June 30, 1995 and as adjusted to give pro forma effect to: (i) the
acquisitions of Polymetrics for approximately $58 million and Interlake for
approximately $27 million; (ii) the sale of the Company's 6% Convertible
Subordinated Notes due 2005 and the application of the net proceeds therefrom,
including the repurchase of all of the Company's outstanding Series B Voting
Convertible Preferred Stock ("Series B Preferred Stock"); and (iii) the
exercise of certain warrants to purchase Common Stock and the related delivery
of $45 million of Subordinated Notes due 2001. This table should be read in
conjunction with and is qualified by reference to the Company's Consolidated
Financial Statements and related Notes thereto incorporated by reference
herein.

<TABLE>
<CAPTION>
AS OF JUNE 30, 1995
---------------------
ACTUAL PRO FORMA
--------- ----------
(IN THOUSANDS)
<S> <C> <C>
Notes payable and current portion of long-term debt(1)... $ 32,064 $ 1,950
========= =========
Long-term debt, excluding current portion................ $ 9,165 $ 9,165
Subordinated Notes due 2001.............................. 45,000 --
6% Convertible Subordinated Notes due 2005............... -- 140,000
5% Convertible Subordinated Debentures due 2000.......... 60,000 60,000
--------- ---------
Total long-term debt, excluding current portion...... 114,165 209,165
Shareholders' equity:
Preferred Stock, par value $.10 per share; 3,000,000
shares authorized:
Series A Voting Cumulative Convertible Preferred Stock,
$25 liquidation preference; 880,000 shares authorized
and outstanding....................................... 22,071 22,071
Series B Voting Convertible Preferred Stock, $27
liquidation preference; 250,000 shares authorized
and 139,518 shares outstanding; none outstanding
pro forma............................................ 2,641 --
Common Stock, par value $.01 per share; 75,000,000
shares authorized; 22,221,739 issued and outstanding;
25,427,650 pro forma(2)................................ 222 254
Additional paid-in capital............................... 230,591 289,491
Currency translation adjustment.......................... 947 947
Accumulated deficit...................................... (14,854) (14,854)
--------- ---------
Total shareholders' equity........................... 241,618 297,909
--------- ---------
Total capitalization................................. $ 355,783 $ 507,074
========= =========
</TABLE>
- --------
(1) Includes $30,114,000 of notes payable and $1,950,000 of current portion of
long-term debt.

(2) The 22,221,739 issued and outstanding shares do not include 1,320,000
shares of Common Stock issuable upon conversion of the Company's Series A
Voting Cumulative Convertible Preferred Stock ("Series A Preferred
Stock"), 2,926,829 shares issuable upon conversion of the Company's 5%
Convertible Subordinated Debentures due 2000, 5,090,909 shares issuable
upon conversion of the Company's 6% Convertible Subordinated Notes due
2005 and 1,897,849 shares issuable upon exercise of stock options either
outstanding or available for future grant under the Company's stock option
plans. The 25,427,650 shares issued and outstanding on a pro forma basis
include 705,911 shares issued in connection with the Polymetrics and
Interlake acquisitions and 2,500,000 shares issued upon exercise of the
warrants issued with the $45 million of Subordinated Notes due 2001.

9
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data as of and for the fiscal years
ended March 31, 1993, 1994 and 1995 are derived from the consolidated
financial statements of United States Filter Corporation and subsidiaries,
which are incorporated by reference in this Prospectus. The selected
consolidated financial data as of and for the fiscal years ended March 31,
1991 and 1992 are derived from the individual audited consolidated financial
statements of United States Filter Corporation and subsidiaries and Liquipure
Technologies, Inc. and subsidiaries ("Liquipure"), which are not included or
incorporated by reference herein. The financial data as of and for the three
months ended June 30, 1994 and 1995 are derived from unaudited consolidated
financial statements, which, in the opinion of the Company, reflect all
adjustments (consisting principally of normal, recurring accruals) necessary
for the fair statement of the financial position and results of operations for
the periods presented and are not necessarily indicative of the results for
any other interim period or for the full fiscal year. Historical consolidated
financial data for the fiscal years ended March 31, 1991 through March 31,
1994 and the three months ended June 30, 1994 have been restated to reflect
the acquisition in July 1994 of Liquipure, which acquisition has been
accounted for as a pooling of interests. The data presented below is qualified
in its entirety by and should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto incorporated by reference
herein and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere herein.

<TABLE>
<CAPTION>
THREE MONTHS
FISCAL YEAR ENDED MARCH 31,(1) ENDED JUNE 30,
---------------------------------------------- ------------------
1991 1992(2) 1993(3) 1994(4) 1995(5) 1994(1) 1995(6)
------- ------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Revenues................. $42,624 $62,840 $128,376 $180,421 $272,032 $ 55,063 $ 91,539
Cost of sales............ 29,780 48,259 93,896 132,811 193,432 39,842 63,665
------- ------- -------- -------- -------- -------- --------
Gross profit............. 12,844 14,581 34,480 47,610 78,600 15,221 27,874
Selling, general and
administrative expenses. 14,692 20,871 33,832 52,484 64,015 13,243 21,626
------- ------- -------- -------- -------- -------- --------
Operating income (loss).. (1,848) (6,290) 648 (4,874) 14,585 1,978 6,248
Interest expense......... (763) (1,016) (1,327) (2,077) (5,384) (900) (2,435)
Other income (expense)... 287 770 639 1,174 1,787 526 726
Provision (benefit) for
income taxes............ 595 51 298 (3,236) 2,657 497 1,180
------- ------- -------- -------- -------- -------- --------
Income (loss) before
extraordinary items..... (2,919) (6,587) (338) (2,541) 8,331 1,107 3,359
Extraordinary items(7)... 411 -- 405 -- -- -- --
------- ------- -------- -------- -------- -------- --------
Net income (loss)(7)..... $(2,508) $(6,587) $ 67 $ (2,541) $ 8,331 $ 1,107 $ 3,359
======= ======= ======== ======== ======== ======== ========
Weighted average number
of common shares
outstanding(8).......... 5,593 7,846 10,095 12,453 15,026 14,554 20,002
PER COMMON SHARE DATA:
(8)(9)
Income (loss) before
extraordinary items..... $ (0.52) $ (0.88) $ (0.16) $ (0.26) $ 0.51 $ 0.06 $ 0.16
Extraordinary items(7)... 0.07 -- 0.04 -- -- -- --
------- ------- -------- -------- -------- -------- --------
Net income (loss)........ $ (0.45) $ (0.88) $ (0.12) $ (0.26) $ 0.51 $ 0.06 $ 0.16
======= ======= ======== ======== ======== ======== ========
CONSOLIDATED BALANCE
SHEET DATA
(END OF PERIOD):
Working capital.......... $ 4,845 $11,455 $ 23,471 $ 66,018 $ 57,670 $ 60,987 $ 70,530
Total assets............. 26,168 89,501 121,178 253,185 378,728 250,475 512,773
Long-term debt,
including current
portion................. 7,773 10,002 5,012 4,913 10,825 4,915 11,115
Convertible subordinated
debt.................... -- -- -- 60,000 105,000 60,000 105,000
Shareholders' equity..... 8,339 41,219 79,631 125,610 137,144 127,920 241,618
</TABLE>

10
<PAGE>

The historical consolidated financial data for the fiscal years ended March
31, 1991 through March 31, 1994 and for the three months ended June 30, 1994
have been restated to include the accounts and operations of Liquipure, which
was merged with the Company in July 1994 and accounted for as a pooling of
interests. Separate results of operations of the combined entities for the
years ended March 31, 1991, 1992, 1993, 1994 and 1995 and the three months
ended June 30, 1994 and 1995 are presented below.

<TABLE>
<CAPTION>
THREE MONTHS
FISCAL YEAR ENDED MARCH 31,(1) ENDED JUNE 30,
---------------------------------------------- ----------------
1991 1992(2) 1993(3) 1994(4) 1995(5) 1994(1) 1995(6)
------- ------- -------- -------- -------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Company (as previously
reported).............. $23,249 $41,238 $101,397 $147,870 $272,032 $47,857 $91,539
Liquipure............... 19,375 21,602 26,979 32,551 -- 7,206 --
------- ------- -------- -------- -------- ------- -------
Combined................ $42,624 $62,840 $128,376 $180,421 $272,032 $55,063 $91,539
======= ======= ======== ======== ======== ======= =======
GROSS PROFIT:
Company (as previously
reported).............. $ 7,213 $ 8,692 $ 27,166 $ 39,046 $ 78,600 $13,086 $27,874
Liquipure............... 5,631 5,889 7,314 8,564 -- 2,135 --
------- ------- -------- -------- -------- ------- -------
Combined................ $12,844 $14,581 $ 34,480 $ 47,610 $ 78,600 $15,221 $27,874
======= ======= ======== ======== ======== ======= =======
OPERATING INCOME (LOSS):
Company (as previously
reported).............. $ 1,416 $(4,165) $ 4,708 $ 2,089 $ 14,585 $ 2,179 $ 6,248
Liquipure............... (3,264) (2,125) (4,060) (6,963) -- (201) --
------- ------- -------- -------- -------- ------- -------
Combined................ $(1,848) $(6,290) $ 648 $ (4,874) $ 14,585 $ 1,978 $ 6,248
======= ======= ======== ======== ======== ======= =======
NET INCOME (LOSS):
Company (as previously
reported) (7).......... $ 899 $(3,964) $ 4,402 $ 4,986 $ 8,331 $ 1,414 $ 3,359
Liquipure............... (3,407) (2,623) (4,335) (7,527) -- (307) --
------- ------- -------- -------- -------- ------- -------
Combined................ $(2,508) $(6,587) $ 67 $ (2,541) $ 8,331 $ 1,107 $ 3,359
======= ======= ======== ======== ======== ======= =======
NET INCOME (LOSS) PER
COMMON SHARE:(7)(8)(9)
As previously reported.. $ 0.24 $ (0.71) $ 0.38 $ 0.41 $ 0.51 $ 0.10 $ 0.16
======= ======= ======== ======== ======== ======= =======
As restated............. $ (0.45) $ (0.88) $ (0.12) $ (0.26) $ 0.51 $ 0.06 $ 0.16
======= ======= ======== ======== ======== ======= =======
</TABLE>
- --------
(1) The historical consolidated financial data for the fiscal years ended
March 31, 1991 through March 31, 1994 and for the three months ended June
30, 1994 have been restated to include the accounts and operations of
Liquipure, which was merged with the Company in July 1994 and accounted
for as a pooling of interests.
(2) The fiscal year ended March 31, 1992 includes eight months of results of
Lancy Waste Management Systems (now U.S. Filter, Inc., Warrendale, PA),
acquired on July 31, 1991, and three months of results of Alcoa
Separations Technology, Inc. ("ASTI"), acquired from Aluminum Company of
America ("Alcoa") on January 6, 1992. Each of these acquisitions was
accounted for as a purchase. Losses from ASTI (which had operated at a
loss in each of the prior three years) since its acquisition and the
effect of the acquisition on the Company's existing operations contributed
significantly to the Company's loss for the fiscal year ended March 31,
1992. As a result of such losses incurred by ASTI and certain purchase
accounting adjustments, and pursuant to the terms of the ASTI acquisition
agreement, an acquisition note payable to Alcoa was reduced by $5,000,000.
Such reduction in the note was treated as a purchase price adjustment and
as such did not affect the Company's results of operations.
(3) The fiscal year ended March 31, 1993 includes twelve months of results of
Societe des Ceramiques Techniques S.A. ("SCT"), acquired on April 1, 1992,
and three months of results of The Permutit Company, Inc., a United States
company acquired January 5, 1993. Both acquisitions were accounted for as
purchases.
(4) The fiscal year ended March 31, 1994 includes four months of results of
Ionpure Technologies Corporation and IP Holding Company ("Ionpure"),
acquired on December 1, 1993 and accounted for as a purchase. Selling,
general and administrative expenses for the year ended March 31, 1994
reflect four months of integration of Ionpure and certain charges
totalling $2,359,000 related to the rationalization of certain wastewater
operations. See "Management's Discussion and Analysis of Financial
Condition and Results of

11
<PAGE>

Operations--Twelve Months Ended March 31, 1994 Compared with Twelve Months
Ended March 31, 1993."
(5) The fiscal year ended March 31, 1995 includes the results of Smogless
S.p.A., Groupe Crouzat S.A., Sation S.A., Seral Erich Alhauser GmbH and
the Ceraflo ceramic product line from the dates of their respective
acquisitions, accounted for as purchases, and includes three months of
results of Liquipure prior to its merger into the Company, and nine months
of results of Liquipure after the merger. In addition, the net income
(loss) per common share for the fiscal year ended March 31, 1995 reflects
the issuance of 1,852,221 shares of Common Stock in conjunction with the
Liquipure merger.
(6) The three months ended June 30, 1995 includes two months of results of
Arrowhead, which was acquired on May 4, 1995, and three months of results
of The Permutit Group, which was acquired on April 3, 1995.
(7) Includes extraordinary items of $411,000 for the fiscal year ended March
31, 1991, attributable to utilization of net operating loss carryforwards,
and an extraordinary gain of $405,000 for the fiscal year ended March 31,
1993 resulting from forgiveness of debt in connection with the buyout of a
capital lease obligation.
(8) Reflects a 3-for-2 split of the Common Stock effected December 5, 1994 and
a 1-for-75 reverse split of the Common Stock effected February 25, 1991.
(9) Amounts are after (i) dividends on the Series A Preferred Stock of
$165,000 for the fiscal year ended March 31, 1992, $660,000 for the fiscal
year ended March 31, 1993, $701,000 for the fiscal year ended March 31,
1994, $715,000 for the fiscal year ended March 31, 1995 and $179,000 for
the three months ended June 30, 1994 and 1995 and (ii) accretion on the
Series A Preferred Stock, a noncash accounting adjustment required by
Securities and Exchange Commission Staff Accounting Bulletin No. 68 ("SAB
68"), in the amounts of $154,000 for the fiscal year ended March 31, 1992
and $617,000 for the fiscal year ended March 31, 1993. As of April 1,
1993, the Company and the holder of the Series A Preferred Stock agreed to
a fixed dividend of $715,000 per year on the Series A Preferred Stock,
thus eliminating the increasing rate and, therefore, the accretion of
dividends pursuant to SAB 68.

RECENT EVENTS

On November 1, 1995, the Company announced its results for the second fiscal
quarter ended September 30, 1995. The Company's revenues for the three months
ended September 30, 1995 were $108,308,000, an increase of 61% from
$67,201,000 for the comparable period of the prior fiscal year. This increase
was due primarily to acquisitions completed by the Company after the quarter
ended September 30, 1994. The three months ended September 30, 1995 include
two months of results of Interlake, which was acquired during the period, and
no results of Polymetrics, which was acquired on October 2, 1995. Excluding
the effect of acquisitions, revenues increased approximately $10,138,000 or
15% from the corresponding period of the prior fiscal year. Revenues for the
three months ended September 30, 1995 were evenly divided between capital
equipment sales on the one hand and services and parts on the other.

Total gross profit as a percentage of revenue increased to 30.9% for the
three months ended September 30, 1995 compared to 28.7% for the comparable
period of the prior fiscal year. This increase was due primarily to a shift in
revenue mix to recurring and higher-margin service-based revenues. Selling,
general and administrative expenses as a percentage of revenues decreased to
23.1% for the three months ended September 30, 1995 as compared to 23.8% for
the comparable period of the prior fiscal year.

Net income for the three months ended September 30, 1995 increased to
$4,509,000 from $1,908,000 for the comparable period of the prior fiscal year,
representing a 136% increase. Net income per common share increased to $0.19
per share (based upon 22,952,000 weighted average common shares outstanding)
for the three months ended September 30, 1995 from $0.12 per common share
(based upon 14,818,000 weighted average common shares outstanding) for the
comparable period of the prior fiscal year.

The Company's revenues for the six months ended September 30, 1995 were
$199,847,000, an increase of 63.5% from $122,264,000 for the comparable period
of the prior fiscal year. Net income for the six months ended September 30,
1995 increased to $7,868,000 from $3,015,000 for the comparable period of the
prior fiscal year, representing a 161% increase. Net income per common share
increased to $0.35 per share (based upon 21,477,000 weighted average common
shares outstanding) for the six months ended September 30, 1995 from $0.18 per
common share (based upon 14,721,000 weighted average common shares
outstanding) for the comparable period of the prior fiscal year.

12
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion should be read in conjunction with the Selected
Consolidated Financial Data and the Company's Consolidated Financial
Statements and Notes thereto included or incorporated by reference in this
Prospectus.

GENERAL

The Company's objective is to achieve earnings growth and expand its
operations to become the leading global single-source provider of water
treatment systems and services. Accordingly, the Company has, since 1991,
acquired and successfully integrated more than 18 United States based and
international businesses with strong market positions and substantial water
treatment expertise. Due to the magnitude of these acquisitions and the
Company's integration of the acquired operations with its existing businesses,
results of operations for prior periods are not necessarily comparable to or
indicative of results of operations for current or future periods.

RESULTS OF OPERATIONS

In July 1994, the Company merged with Liquipure in a transaction accounted
for as a pooling of interests. Accordingly, the historical consolidated
financial data for all periods presented has been restated to include the
accounts and operations of Liquipure.

The following table sets forth for the periods indicated certain items in
the Selected Consolidated Financial Data and the percentages of total revenues
such items represent.

<TABLE>
<CAPTION>
THREE MONTHS
FISCAL YEAR ENDED ENDED
MARCH 31, JUNE 30,
------------------- --------------
1993 1994 1995 1994 1995
----- ----- ----- ------ ------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
Revenues.................................. 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of Sales............................. 73.1 73.6 71.1 72.4 69.5
Gross profit.............................. 26.9 26.4 28.9 27.6 30.5
Selling, general and administrative
expenses................................. 26.4 29.1 23.5 24.1 23.6
Operating income (loss)................... 0.5 (2.7) 5.4 3.5 6.9
Interest expense.......................... 1.0 1.2 2.0 1.6 2.7
Income (loss) before extraordinary items.. (0.3) (1.4) 3.1 2.0 3.7
Net income (loss)......................... 0.1 (1.4) 3.1 2.0 3.7
</TABLE>

The following table presents a percentage breakdown of the Company's
revenues, as restated, by product category for the periods indicated.

<TABLE>
<CAPTION>
THREE
MONTHS
FISCAL YEAR ENDED MARCH 31, ENDED
--------------------------------- JUNE 30,
1992 1993 1994 1995 1995
------ ------ ------ ------ -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues by product
category:
Capital equipment....... 83% 58% 63% 60% 48%
Services and
operations............. 4 7 19 19 27
Replacement parts,
consumables and other.. 13 35 18 21 25
</TABLE>

13
<PAGE>

THREE MONTHS ENDED JUNE 30, 1995 COMPARED WITH THREE MONTHS ENDED JUNE 30,
1994

Revenues. Revenues for the three months ended June 30, 1995 were
$91,539,000, an increase of $36,476,000 from $55,063,000 for the comparable
period of the prior fiscal year. This increase was due primarily to
acquisitions completed by the Company after the first quarter ended June 30,
1994. Excluding the effect of these acquisitions, Company revenues increased
approximately $8,900,000 or 16% from the corresponding period of the prior
fiscal year. Revenues from capital equipment sales for the three months ended
June 30, 1995 represented 48% of total revenues, while revenues from services
and operations represented 27%, and revenues from replacement parts and
consumables represented 25%.

Gross Profit. Gross profit increased 83.1% to $27,874,000 for the three
months ended June 30, 1995 from $15,221,000 for the comparable period of the
prior fiscal year. Total gross profit as a percentage of revenue ("gross
margin") increased to 30.5% for the three months ended June 30, 1995, compared
to 27.6% for the comparable period of the prior fiscal year. The increase in
gross margin through June 30, 1995 was due primarily to the shift in revenue
mix to recurring and higher-margin service-based revenues and, to a lesser
extent, to increased economies of scale in manufacturing operations.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased to $21,626,000 for the three months ended
June 30, 1995 from $13,243,000 for the comparable period of the prior fiscal
year. This increase was primarily due to the addition of sales and
administrative personnel accompanying the Company's recent acquisitions. As a
percentage of revenues, selling, general and administrative expenses decreased
to 23.6% during the three months ended June 30, 1995, as compared to 24.1% for
the comparable period of the prior fiscal year. The decrease in the percentage
of selling, general and administrative expenses to revenues for the three
months ended June 30, 1995 was due primarily to the benefits derived from
economies of scale resulting from growth in revenues, the continued
implementation of cost controls and elimination of certain redundancies.

Interest Expense. Interest expense increased to $2,435,000 for the three
months ended June 30, 1995 from $900,000 for the comparable period of the
prior fiscal year. Interest expense for the three months ended June 30, 1995
consisted primarily of interest on the Company's 5% Convertible Subordinated
Debentures due 2000 and Subordinated Notes due 2001, which bear interest at
6.5% per annum through September 30, 1995 and 4.5% thereafter, and increased
borrowings under the Company's bank line of credit to finance its revenue
expansion and recent acquisitions. At June 30, 1995, the Company had cash and
short-term investments of $11,009,000.

Income Taxes. Income tax expense increased to $1,180,000 for the three
months ended June 30, 1995 from $497,000 for the comparable period of the
prior fiscal year. This increase was attributable to increased pre-tax income.
The Company's effective tax rate for the three months ended June 30, 1995 was
26%. As of March 31, 1995, the Company had net operating loss carryforwards in
France of approximately $20,351,000 and in other European countries of
approximately $6,400,000 for which no financial statement benefit has been
recognized. In addition, the Company had net operating loss carryforwards
generated from Liquipure of approximately $13,500,000 for which no financial
statement benefit has been recognized. Future recognition of these
carryforwards will be reflected if the above operations generate sufficient
earnings before the expiration periods of the loss carryforwards. In addition,
the benefit of the French loss carryforwards must be shared equally between
the Company and Alcoa until December 31, 1997, pursuant to an agreement
between the Company and Alcoa related to the Company's acquisition of SCT in
1992.

Net Income. Net income increased to $3,359,000 for the three months ended
June 30, 1995 from $1,107,000 for the comparable period of the prior fiscal
year. Net income per common share increased to $0.16 per share (based upon
20,002,000 weighted average common shares outstanding) for the three months
ended June 30, 1995 from $0.06 per common share (based upon 14,554,000
weighted average common shares outstanding) for the comparable period of the
prior fiscal year, after deducting $179,000 for dividends on the Company's
preferred shares for each of the three-month periods ended June 30, 1995 and
1994.

14
<PAGE>

TWELVE MONTHS ENDED MARCH 31, 1995 ("FISCAL 1995") COMPARED WITH TWELVE MONTHS
ENDED MARCH 31, 1994 ("FISCAL 1994")

Revenues. Revenues for fiscal 1995 were $272,032,000, an increase of
$91,611,000 from $180,421,000 for fiscal 1994. Approximately 84% of this
increase was due to acquisitions completed by the Company in fiscal 1994 and
1995. Company revenues increased by approximately $15,000,000 (or 16%)
excluding the effect of these acquisitions. Fiscal 1995 revenues for capital
equipment were 60%, while revenues for services and operations totaled 19%,
and replacement parts and consumables totaled 21%. In accordance with the
Company's emphasis on increasing its service and operations revenue as well as
replacement parts and consumables revenue, sales by product category during
fiscal 1995 for these recent acquisitions were 25.8% for services and
operations and 30.3% for replacement parts and consumables.

Gross Profit. Gross profit increased 65.1% to $78,600,000 for fiscal 1995
from $47,610,000 for fiscal 1994. Total gross profit as a percentage of
revenue ("gross margin") increased to 28.9% for fiscal 1995, compared to 26.4%
for fiscal 1994. This increase in gross margin for fiscal 1995 as compared to
fiscal 1994 was due primarily to the Company's emphasis on and expansion of
its higher gross margin service operations and consumables business during the
most recent period.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased to $64,015,000 for fiscal 1995 from
$52,484,000 for fiscal 1994. Selling, general and administrative expenses as a
percentage of revenues decreased to 23.5% during fiscal 1995, compared to
29.1% for fiscal 1994. The decrease in the percentage of selling, general and
administrative expenses of revenues for fiscal 1995 as compared to fiscal 1994
was due primarily to the Company's emphasis on cost reductions and
administrative efficiencies gained through economies of scale. In addition,
fiscal 1994 selling, general and administrative expenses include $3,738,000 of
charges related to the writeoff of certain intangibles in the Company's
Continental Penfield subsidiary.

Interest Expense. Interest expense increased to $5,384,000 for fiscal 1995
from $2,077,000 for fiscal 1994. Interest expense for fiscal 1995 consists
primarily of interest on the Company's 5% Convertible Subordinated Debentures
due 2000 and Subordinated Notes due 2001, which bear interest at 6.5% per
annum through September 30, 1995 and 4.5% thereafter, and borrowings under the
Company's bank line of credit.

Income Taxes. Income tax expense increased to $2,657,000 for fiscal 1995
from a benefit of $3,236,000 for fiscal 1994. This increase was attributable
to increased profits and the Company's partial recognition during fiscal 1994
of the future income tax benefit related to federal net operating loss
carryforwards. As of March 31, 1995, the Company had net operating loss
carryforwards in France of approximately $20,351,000 and in other European
countries of approximately $6,400,000 for which no financial statement benefit
has been recognized. In addition, the Company had net operating loss
carryforwards generated from Liquipure of approximately $13,500,000 for which
no financial statement benefit has been recognized. Future recognition of
these carryforwards will be reflected if the above operations generate
sufficient earnings before the expiration periods of the loss carryforwards.
In addition, the benefit of the French loss carryforwards must be shared
equally between the Company and Alcoa until December 31, 1997.

Net Income. Net income increased to $8,331,000 for fiscal 1995 from a net
loss of $2,541,000 in fiscal 1994. Net income per common share increased to
$0.51 per share (with 15,026,000 weighted average common shares outstanding)
for fiscal 1995 from a net loss of $0.26 per common share (with 12,453,000
weighted average common shares outstanding) for fiscal 1994, after deducting
$.06 and $.05 per common share for dividends on the Company's preferred shares
in fiscal 1994 and 1995, respectively.

15
<PAGE>

TWELVE MONTHS ENDED MARCH 31, 1994 ("FISCAL 1994") COMPARED WITH TWELVE MONTHS
ENDED MARCH 31, 1993 ("FISCAL 1993")

Revenues. Revenues for fiscal 1994 were $180,421,000, an increase of
$52,045,000 from $128,376,000 for fiscal 1993. Approximately $25,000,000 of
this increase during fiscal 1994 was the result of the Company's acquisition
of Ionpure in December 1993. Company revenues increased by approximately
$12,000,000 (or 13%), excluding the effect of acquisitions completed by the
Company in fiscal 1993 and 1994. The acquisition of Ionpure was accounted for
as a purchase, and therefore its results were included in the operations of
the Company for four months of fiscal 1994. Additionally, a significant
portion of the remaining increase in revenues over the prior year relates to
strength in the Company's high-purity water business.

Gross Profit. Gross profit increased 38.1% to $47,610,000 for fiscal 1994
from $34,480,000 for fiscal 1993. Gross margin remained substantially constant
during fiscal 1994 compared to fiscal 1993, decreasing to 26.4% in fiscal 1994
compared to 26.9% in the prior year.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $52,484,000 for fiscal 1994, an increase of
$18,652,000 from $33,832,000 for fiscal 1993. Selling, general and
administrative expenses as a percentage of revenues increased to 29.1% during
fiscal 1994 compared to 26.4% for fiscal 1993. Approximately $9,300,000 of
this increase reflects the addition of Ionpure's operations during fiscal 1994
and a full year's operations of Permutit. Included in selling, general and
administrative expenses during fiscal 1994 were $3,738,000 of charges related
to the writeoff of the remaining net book value of certain intangibles in the
Company's Continental Penfield subsidiary, which management determined had no
future economic value. Additionally, included in selling, general and
administrative expenses during fiscal 1994 were $2,359,000 of charges related
to the Company's closure in February 1994 of its leased facility in Marlboro,
New Jersey, which was integrated into the wastewater operations facility owned
by the Company in Warrendale, Pennsylvania. The closure charges related
primarily to the accrual of lease and maintenance costs of the closed facility
over the remaining lease period, costs to transport certain equipment
transferred to other Company locations and the writeoff of leasehold
improvements and equipment that have no future economic value. The remaining
increase is due primarily to the increase in business activity in fiscal 1994
from the prior year.

Interest Expense. Interest expense increased to $2,077,000 for fiscal 1994
from $1,327,000 in fiscal 1993. This increase was attributable entirely to the
Company's issuance in October 1993 of $60,000,000 of 5% Convertible
Subordinated Debentures due 2000. The debentures bear interest at the annual
rate of 5%.

Income Taxes. Income tax expense decreased $3,534,000 in fiscal 1994 from
fiscal 1993 as a result of an income tax benefit recorded in fiscal 1994 of
$3,236,000. Because of the Company's recent earnings history and anticipated
future earnings and in accordance with the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," the
Company recognized the future income tax benefit related to federal net
operating loss carryforwards. At March 31, 1994 the Company had available
approximately $21,000,000 of net operating loss carryforwards reported by SCT
for French tax purposes. The French tax net operating loss carryforwards may
be used only to offset future income generated by SCT, and until March 31,
1997, the benefit, if any, of such carryforwards is to be shared equally
between the Company and Alcoa.

Net Income. The Company recorded a net loss of $2,541,000 for fiscal 1994 as
compared to net income of $67,000 for fiscal 1993. Net loss per common share
increased to $0.26 per share (with 12,453,000 weighted average common shares
outstanding) for fiscal 1994 from $0.12 per share (with 10,095,000 weighted
average common shares outstanding) for fiscal 1993.

16
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal sources of funds are cash and other working capital,
cash flow generated from operations and borrowings under the Company's bank
line of credit. On September 18, 1995, the Company realized net proceeds of
$136,325,000 before offering expenses from the private placement of
$140,000,000 principal amount of 6% Convertible Subordinated Notes due 2005.
In addition, on May 3, 1995, the Company realized net proceeds of $98,118,000
before offering expenses from the sale of 6,900,000 shares of Common Stock.

At June 30, 1995 the Company had working capital of $70,530,000, including
cash and short-term investments of $11,009,000. The Company's long-term debt
at June 30, 1995 included $60,000,000 of 5% Convertible Subordinated
Debentures due 2000, $45,000,000 of Subordinated Notes due 2001 bearing
interest at 6.5% per annum through September 30, 1995 and 4.5% thereafter, and
notes payable totaling $11,115,000 and bearing interest at rates ranging from
2.0% to 9.2%. On September 18, 1995, the $45,000,000 of Subordinated Notes due
2001 were delivered to the Company upon the exercise of certain warrants to
purchase the Company's Common Stock.

As of June 30, 1995, the Company had an available bank line of credit of
$45,000,000, of which there were outstanding borrowings of $30,114,000 and
outstanding letters of credit of $8,676,000. This line of credit was increased
to $50,000,000 on July 21, 1995. As of November 1, 1995, there were no
borrowings and $17,026,000 of letters of credit outstanding under the line of
credit.

Net cash used in operating activities totaled $17,052,000 for the three
months ended June 30, 1995, which resulted primarily from an increase in
accounts receivable of $7,744,000, an increase in inventory of $4,286,000 and
an increase in costs and estimated earnings on uncompleted contracts of
$10,968,000 during the period. Additionally, the Company reduced its accounts
payable and accrued liabilities by $3,930,000 during this same period.

As of March 31, 1995, the Company had net operating loss carryforwards
generated from SCT of approximately $20,351,000 for which no financial
statement benefit has been recognized. Approximately $4,044,000 of the net
operating loss carryforwards will expire in the fiscal years 1995 to 2000,
while the remainder have an indefinite carryforward period. The Company also
has net operating loss carryforwards in other European countries of
approximately $6,400,000 for which no financial statement benefit has been
recognized. No benefit has been given to these net operating loss
carryforwards because of the limited carryforward periods or the uncertain
business conditions relating to the operations giving rise to such
carryforwards. Additionally, as of March 31, 1995, the Company had net
operating loss carryforwards generated from Liquipure of approximately
$13,500,000 for which no financial statement benefit had been recognized.
These net operating carryforwards will expire in the years 2004 to 2008. These
net operating loss carryforwards can be used only against future taxable
income of Liquipure and, accordingly, no benefit has been given to these net
operating loss carryforwards due to the uncertain business conditions relating
to the operations of Liquipure. Future recognition of these net operating loss
carryforwards will occur if the operations of SCT and Liquipure generate
sufficient earnings before the expiration of the respective net operating loss
carryforwards. In addition, in the case of SCT, until December 31, 1997, the
benefit, if any, of such carryforwards is to be shared equally between the
Company and Alcoa.

The Company also had available at March 31, 1995 other net operating loss
carryforwards for Federal income tax purposes of approximately $16,062,000,
which expire in 2002 and 2010.

The Company believes its current cash position, cash flow from operations
and available borrowings under the Company's line of credit will be adequate
to meet its anticipated cash needs for working capital, revenue growth,
scheduled debt repayment and capital investment objectives for the next 12
months.

17
<PAGE>

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined financial data presents pro forma
combined balance sheet data at June 30, 1995, giving effect to the
acquisitions of Polymetrics and Interlake as if they had been consummated on
that date. Also presented is pro forma combined statement of operations data
for the fiscal year ended March 31, 1995 and the three months ended June 30,
1995, after giving effect to the acquisitions of Polymetrics, Interlake and
Arrowhead, which acquisitions were consummated on October 2, 1995, August 10,
1995 and May 1, 1995, respectively, as if they had been consummated as of the
beginning of the respective periods presented. The Company's fiscal year ends
on March 31 and Polymetrics', Interlake's and Arrowhead's fiscal years end on
December 31. Pro forma data for the year ended March 31, 1995 combines the
results of the Company for the year ended March 31, 1995 with the results of
Polymetrics, Interlake and Arrowhead for the year ended December 31, 1994, and
the pro forma data for the three months ended June 30, 1995 combines the
results of each of the Company, Polymetrics and Interlake for such three-month
period and includes the one-month period ended April 30, 1995 of Arrowhead,
which results are not included in the Company's historical results for such
period. The Company's historical results for the three months ended June 30,
1995 include the results of Arrowhead from the date of its acquisition by the
Company.

The pro forma data is based on the historical combined statements of the
Company, Polymetrics, Interlake, and Arrowhead, giving effect to the
acquisitions under the purchase method of accounting. Under the purchase
method of accounting, assets acquired and liabilities assumed are recorded at
their estimated fair value at the date of acquisition. The pro forma
adjustments reflected in the following unaudited pro forma combined financial
data are estimates and may differ from the actual adjustments when they become
known.

The following unaudited pro forma combined financial data also gives effect
to the private placement by the Company of $140,000,000 of 6% Convertible
Subordinated Notes due 2005, the repurchase by the Company of 139,518 shares
of Series B Preferred Stock for $4,709,000 and the delivery of $45,000,000 of
Subordinated Notes due 2001 in connection with the exercise of certain
warrants to purchase 2,500,000 shares of Common Stock on September 18, 1995.
The pro forma combined balance sheet data at June 30, 1995 gives effect to the
sale of the 6% Convertible Subordinated Notes due 2005, the repurchase of
Series B Preferred Stock and the exercise of certain warrants to purchase
Common Stock as if the transactions had been consummated on that date. The pro
forma combined statement of operations data for the fiscal year ended
March 31, 1995 and the three months ended June 30, 1995 give effect to these
transactions as of the beginning of the respective periods presented.

The following unaudited pro forma combined financial data does not reflect
certain cost savings that management believes may be realized following the
acquisitions. These savings are expected to be realized primarily through
rationalization of operations and implementation of strict cost controls and
standardized operating procedures. Additionally, the Company believes the
acquisitions will enable it to continue to achieve economies of scale, such as
enhanced purchasing power and increased asset utilization. No assurances can
be made as to the amount of cost savings, if any, that actually will be
realized.

The pro forma data is provided for comparative purposes only. It does not
purport to be indicative of the results that actually would have occurred if
the acquisitions of Polymetrics, Interlake and Arrowhead had been consummated
on the dates indicated or that may be obtained in the future. The pro forma
combined financial data should be read in conjunction with the audited
financial statements of Polymetrics, Interlake and Arrowhead and the notes
thereto incorporated herein by reference and the audited consolidated
financial statements of the Company and the notes thereto also incorporated
herein by reference.

18
<PAGE>

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE THREE
ENDED MONTHS ENDED
MARCH 31, JUNE 30,
1995 1995
----------------- ------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C>
PRO FORMA COMBINED STATEMENT OF
OPERATIONS DATA:
Revenues............................. $378,291 $115,736
Gross profit......................... 113,863 34,335
Operating income..................... 14,108 7,274
Interest expense..................... 11,400 2,850
Net income........................... $ 4,393 $ 4,061
======== ========
Net income per common share.......... $ 0.20 $ 0.17
======== ========
</TABLE>

<TABLE>
<CAPTION>
JUNE 30,
1995
--------
<S> <C>
PRO FORMA COMBINED BALANCE SHEET DATA:
Working capital................................................... $144,184
Total assets...................................................... 647,533
Long-term debt, including current portion......................... 11,115
Convertible subordinated debt..................................... 200,000
Shareholders' equity.............................................. 297,909
</TABLE>

SELLING STOCKHOLDER

The Selling Stockholder is a wholly owned subsidiary of Eastern Enterprises
("Eastern"). The Selling Stockholder acquired 2,027,395 Shares and $100,000 in
cash on December 1, 1993 in consideration of the sale to the Company of
Ionpure by Eastern and its affiliate pursuant to the terms of a Stock Purchase
Agreement dated August 30, 1993 (the "Stock Purchase Agreement"). The Selling
Stockholder received an additional 1,013,697 Shares as a result of the 3-for-2
split of the Company's Common Stock effected December 5, 1994. The Shares
represented approximately 11.9% of the shares of Common Stock outstanding on
October 3, 1995. The Shares constitute all of the shares of Common Stock
beneficially owned by the Selling Stockholder, other than 26,000 shares of
Common Stock subject to options granted to J. Atwood Ives, Eastern's Chairman
and Chief Executive Officer, under the Company's 1991 Directors Stock Option
Plan, which the Selling Stockholder or Eastern may be considered to
beneficially own by reason of an arrangement with Mr. Ives.

Pursuant to the terms of the Stock Purchase Agreement, the Company and the
Selling Stockholder entered into a Transfer, Registration and Other Rights
Agreement dated December 1, 1993 (the "Stockholder Agreement"). References
herein to Eastern refer to the Selling Stockholder, Eastern and any other
affiliates of Eastern, unless the context requires otherwise. The Stockholder
Agreement will terminate automatically at such time as Eastern holds less than
5% of the outstanding shares of the Company's Common Stock.

Pursuant to the Stockholder Agreement, Eastern is currently entitled to
nominate two designees to the Company's Board of Directors, and to have the
Board appoint one such designee to the Audit Committee of the Board and the
Compensation Committee of the Board. J. Atwood Ives, Chairman and Chief
Executive Officer of Eastern, currently serves as a designee of Eastern on the
Company's Board of Directors for a term expiring in 1996 and is also a member
of the Audit Committee. Eastern has not designated a second nominee.

In the event of certain sales or issuances of shares of, or rights to
acquire, voting stock of the Company ("Voting Stock"), Eastern has certain
rights under the Stock Purchase Agreement to purchase sufficient shares of
Voting Stock to enable it to retain its percentage share of the Company's
voting power, and, in the case of certain below-market issuances, to purchase
the shares of Voting Stock offered.

19
<PAGE>

Subject to certain exceptions, for the period ending on the earlier of
December 1, 1999 or six months after any breach by the Company of any of its
obligations with respect to Eastern's representation on the Company's Board of
Directors (the "Standstill Period"), Eastern has agreed under the Stockholder
Agreement that it will not increase its percentage voting interest in the
Company to an amount in excess of 22.2%. Also, during the Standstill Period,
and subject to certain exceptions, Eastern has agreed to vote all of its
shares of Common Stock for the Board of Directors' nominees for election to
the Board and on all other matters in the same proportion as the votes cast by
other holders of voting securities. The Stockholder Agreement further provides
that, during the Standstill Period, Eastern will not participate in a proxy
solicitation in opposition to a recommendation of the Board, join a group for
the purpose of acquiring, holding, voting or disposing of voting securities of
the Company, or initiate, propose or otherwise solicit stockholders for the
approval of one or more stockholder proposals.

OVER-ALLOTMENT OPTION

Anjou has granted to the Underwriters a 30-day option to purchase up to
371,229 additional shares of the Company's Common Stock (the "Anjou Shares"),
at the Price to the Public less the Underwriting Discounts and Commissions set
forth on the cover of the Prospectus, to cover over-allotments, if any. See
"Underwriting." The Anjou Shares were acquired by Anjou on October 2, 1995 in
partial consideration of its sale to the Company of all of the outstanding
capital stock of Polymetrics pursuant to the terms of a Stock Purchase
Agreement dated August 30, 1995, as amended. The Anjou Shares constitute all
of the shares of Common Stock beneficially owned by Anjou and represented
approximately 1.5% of the shares of the Company's Common Stock outstanding on
October 3, 1995. The Company has guaranteed, subject to certain conditions,
that the aggregate net proceeds to Anjou from sales of the Anjou Shares
effected within six months after the effective date of the Registration
Statements (subject to early termination or extension in specified
circumstances) will not be less than approximately $21.82 per Anjou Share.

UNDERWRITING

The Underwriters named below (the "Underwriters") have severally agreed,
subject to the terms and conditions of an underwriting agreement (the
"Underwriting Agreement"), to purchase from the Selling Stockholder the
respective number of Shares set forth opposite their names below:

<TABLE>
<CAPTION>
UNDERWRITERS NUMBER OF SHARES
------------ ----------------
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation ..... 760,273
PaineWebber Incorporated................................. 760,273
RBC Dominion Securities Corporation...................... 760,273
Salomon Brothers Inc .................................... 760,273
---------
Total.................................................. 3,041,092
=========
</TABLE>

The Underwriting Agreement provides that the obligation of the several
Underwriters to purchase Shares is subject to approval of certain legal
matters by counsel and to certain other conditions. If any of the Shares are
purchased by the Underwriters pursuant to the Underwriting Agreement, all such
Shares must be so purchased.

The Selling Stockholder has been advised by the Underwriters that they
propose to offer the Shares to the public initially at the Price to the Public
set forth on the cover page of this Prospectus and to certain dealers (who may
include the Underwriters) at such price less a concession not to exceed $0.65
per Share. The Underwriters may allow, and such dealers may reallow, discounts
not in excess of $0.10 per Share to any other Underwriter and certain other
dealers. After the public offering of the Shares, the public offering price
and other selling terms may be changed by the Underwriters.

20
<PAGE>

Anjou has granted to the Underwriters an option, exercisable for 30 days
from the date of the Underwriting Agreement, to purchase up to an additional
371,229 shares of the Company's Common Stock at the Price to the Public less
the Underwriting Discounts and Commissions set forth on the cover of the
Prospectus. The Underwriters may exercise this right of purchase only for the
purpose of covering over-allotments, if any, incurred in connection with the
sale of the Shares. To the extent that the Underwriters exercise the over-
allotment option, each of the Underwriters will become obligated, subject to
certain conditions, to purchase a number of the Anjou Shares proportionate to
such Underwriter's initial commitment to purchase Shares from the Selling
Stockholder.

The Company and certain of its officers, directors and stockholders, who
collectively are the beneficial owners of an aggregate of approximately
2,700,000 shares of Common Stock, have agreed with the Underwriters, subject
to certain exceptions, not to, directly or indirectly, offer, sell, contract
to sell, grant any option to purchase or otherwise dispose of, without the
prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation,
any shares of Common Stock or any securities convertible into or exercisable
or exchangeable for, or warrants, options or rights to purchase or acquire,
Common Stock or in any other manner transfer all or a portion of the economic
consequences associated with the ownership of any Common Stock, or enter into
any agreement to do any of the foregoing, for a period of 90 days after the
date of the Underwriting Agreement. An additional 2,965,829 shares
beneficially owned by Laidlaw are the subject of a public offering of
Exchangeable Notes of Laidlaw, which shares, if such offering is consummated,
may be delivered, at Laidlaw's option in lieu of cash, upon the maturity of
such Exchangeable Notes in the year 2000.

The Company, the Selling Stockholder and Anjou have agreed in the
Underwriting Agreement to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, or, in the case
of the Company and the Selling Stockholder, to contribute to payments that the
Underwriters may be required to make in respect thereof.

LEGAL MATTERS

The validity of the Shares will be passed upon for the Company by
Kirkpatrick & Lockhart LLP, Pittsburgh, Pennsylvania. Certain legal matters
will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher &
Flom, Los Angeles, California.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The consolidated financial statements of United States Filter Corporation
and its subsidiaries as of March 31, 1994 and 1995 and for each of the three
years in the period ended March 31, 1995 have been incorporated herein by
reference in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, which report is incorporated herein by
reference, and upon the authority of said firm as experts in accounting and
auditing.

The statements of assets acquired and liabilities assumed of Arrowhead
Industrial Water, Inc. as of December 31, 1994 and 1993 and the related
statements of revenues and expenses for each of the two years then ended, have
been incorporated herein by reference in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, which report is
incorporated herein by reference, and upon the authority of said firm as
experts in accounting and auditing.

The combined financial statements of Continental H/2/O Services, Inc. and
Evansville Water Corporation d/b/a Interlake Water Systems as of December 31,
1994 and for the year then ended have been incorporated herein by reference in
reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, which report is incorporated herein by reference, and upon
the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Polymetrics, Inc. and subsidiaries
as of December 31, 1994 and for the year then ended have been incorporated
herein by reference in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, which report is incorporated herein
by reference, and upon the authority of said firm as experts in accounting and
auditing.

21
<PAGE>

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 4
The Company............................................................... 6
Use of Proceeds........................................................... 8
Price Range of Common Stock............................................... 8
Dividend Policy........................................................... 8
Capitalization............................................................ 9
Selected Consolidated Financial Data...................................... 10
Recent Events............................................................. 12
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 13
Unaudited Pro Forma Combined Financial Information........................ 18
Selling Stockholder....................................................... 19
Over-Allotment Option..................................................... 20
Underwriting.............................................................. 20
Legal Matters............................................................. 21
Independent Certified Public Accountants.................................. 21
</TABLE>

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

3,041,092 SHARES

[LOGO OF U.S. FILTER]

UNITED STATES FILTER
CORPORATION

COMMON STOCK

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

PROSPECTUS

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

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
PAINEWEBBER INCORPORATED

RBC DOMINION SECURITIES CORPORATION
SALOMON BROTHERS INC

NOVEMBER 14, 1995

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