UNITED STATES FILTER CORP
10-Q/A, 1997-08-22
REFRIGERATION & SERVICE INDUSTRY MACHINERY
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               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                      
                                  FORM 10-Q/A      

(Mark One)

[X]  Quarterly report pursuant to Section 13 and 15(d) of the Securities
     Exchange Act of 1934

For the quarterly period ended JUNE 30, 1997
                               -------------

                                       or

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the transition period from __________ to __________

Commission file number 1-10728
                       -------

                       UNITED STATES FILTER CORPORATION
                       --------------------------------
            (Exact name of registrant as specified in its charter)

                    DELAWARE                             33-0266015
                    --------                             ----------
         (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)             identification No.)

                 40-004 COOK STREET, PALM DESERT, CA    92211
                 --------------------------------------------
              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code (760) 340-0098
                                                          --------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                          Yes    X       No 
                               -----         -----
    
The number of shares of common stock, $.01 par value, outstanding as of 
August 8, 1997, is 81,970,167 shares.      



                                             Total number of pages  16
                                                                   ----

THERE IS ONE EXHIBIT FILED WITH THIS REPORT

                                       1
<PAGE>
 
                                  SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                  UNITED STATES FILTER CORPORATION



                                  By:  /S/ KEVIN L. SPENCE
                                       -------------------
Dated:  August 21, 1997           Kevin L. Spence
                                  Chief Financial Officer
                                  (Principal Financial Officer and
                                  Duly Authorized Officer)

                                       2


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