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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNITED STATES FILTER CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 33-0266015
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(State of incorporation I.R.S. Employer
or organization) Identification No.)
40-004 Cook Street
Palm Desert, California 92211
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Convertible Subordinated New York Stock Exchange
Notes Due 2001
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
-None-
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Item 1. Description of Registrant's Securities to be Registered
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This Registration Statement relates to the Convertible
Subordinated Notes due 2001 (the "Notes") proposed to be issued
by United States Filter Corporation (the "Company"). The
information required by this Item regarding a description of the
Notes is incorporated by reference to the description thereof
contained in the form of Prospectus forming part of the Company's
Registration Statement on Form S-3 (No. 333-14281), as amended,
filed under the Securities Act of 1933. Such Prospectus, in the
form filed by the Company pursuant to Rule 424(b) under the
Securities Act of 1933, shall be deemed to be incorporated by
reference herein.
Item 2. Exhibits
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The following exhibit is incorporated by reference as
part of this Registration Statement:
Form of Indenture between the Company and State
Street Bank and Trust Company of California, N.A.,
together with the form of Note included therein,
relating to the Notes (incorporated by reference
to Exhibits 4.1 and 4.2 to the Company's
Registration Statement on Form S-3, No. 333-
14281).
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
UNITED STATES FILTER CORPORATION
By:/s/Damian C. Georgino
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Damian C. Georgino
Vice President, General Counsel
and Secretary
Date: December 2, 1996
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