8-K/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A

                       PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

       Date of Report (date of earliest event reported): December 18, 2003

                  CUNO INCORPORATED SAVINGS AND RETIREMENT PLAN
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 ---------------------------------------------
                 (State or other jurisdiction of incorporation)

         000-21109                                    06-1159240
   ----------------------                   -------------------------------
  (Commission File Number)                 (IRS Employer Identification No.)


           400 Research Parkway
           Meriden, Connecticut                           06450
   --------------------------------------                --------
  (Address of principal executive offices)              (Zip Code)


                                 (203) 237-5541
               --------------------------------------------------
              (Registrant's telephone number, including area code)



Item 4.   Change in Registrant's Certifying Public Accountant

(a)   Previous independent accountants

      (i) Effective December 18, 2003, CUNO Incorporated (the "Registrant")
      dismissed Ernst & Young LLP as the independent accountants of the CUNO
      Incorporated Savings and Retirement Plan (the "Plan").

      (ii) The reports of Ernst & Young LLP on the financial statements of the
      Plan for the fiscal years ended December 31, 2002 and 2001 did not contain
      an adverse opinion or disclaimer of opinion and were not qualified or
      modified as to uncertainty, audit scope or accounting principle.

      (iii) The Audit Committee of the Board of Directors of the Registrant
      approved the decision to change auditors.

      (iv) In connection with its audits for the two most recent fiscal years
      and through December 18, 2003, there were no disagreements with Ernst &
      Young LLP on any matter of accounting principles or practices, financial
      statement disclosure or auditing scope or procedure, which disagreement,
      if not resolved to the satisfaction of Ernst & Young LLP, would have
      caused them to make reference thereto in their reports on the financial
      statements for such years.

      (v) During the two most recent fiscal years and through December 18, 2003,
      there have been no reportable events (as defined by Regulation S-K Item
      304(a)(1)(v)).

      (vi) The Registrant has provided Ernst & Young LLP with a copy of the
      foregoing disclosure and has requested that Ernst & Young LLP furnish it
      with a letter addressed to the Securities and Exchange Commission (the
      "SEC") stating whether or not it agrees with the above statements. A copy
      of the letter from Ernst & Young LLP dated December 18, 2003 is filed as
      Exhibit 16.1 to this Form 8-K.

(b)   New independent accountants

      (i) Effective December 18, 2003, the Registrant engaged
      PricewaterhouseCoopers LLP as the new independent accountants of the Plan.
      PricewaterhouseCoopers LLP had not been consulted by the Registrant during
      the two most recently completed fiscal years and through December 18, 2003
      with regard to either: (i) the application of accounting principles to a
      specified transaction, either completed or proposed, or the type of audit
      opinion that might be rendered on the Plan's financial statements; and
      neither a written report was provided to the Registrant or oral advice was
      provided that PricewaterhouseCoopers concluded was an important factor
      considered by the Registrant in reaching a decision as to the accounting,
      auditing or financial reporting issue, or (ii) any matter that was either
      the subject of a disagreement, as that term is defined in Item
      304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is
      defined in 304 (a) (1) (v) of Regulation S-K.





Item 7.   Financial Statements and Exhibits

(c)   Exhibits

      16.1  Letter from Ernst & Young LLP to the Securities and Exchange
            Commission dated December 19, 2003.

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 hereunto duly authorized.

Date  December 18, 2003
     -------------------------


By /s/ Frederick C. Flynn, Jr.
   ---------------------------
Frederick C. Flynn, Jr.
Senior Vice President -
Finance and Administration,
Chief Financial Officer
and Assistant Secretary






                                CUNO INCORPORATED
                                  EXHIBIT INDEX


Exhibit Number          Description
- --------------          -----------
                     
16.1                    Letter regarding change in certifying accountant

EX-16.1

                                                                    Exhibit 16.1

December 19, 2003

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

We have read Item 4 of Form 8-K/A dated December 18, 2003 of the CUNO
Incorporated Savings and Retirement Plan and are in agreement with the
statements contained in paragraphs (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v)
therein. We have no basis to agree or disagree with the other statements of the
Registrant contained therein.

                                    Very truly yours,

                                    /s/ Ernst & Young LLP


cc   Frederick C. Flynn, Jr.
     Senior Vice President - Finance and Administration
     Chief Financial Officer
     400 Research Parkway
     Meriden, Connecticut 06450

     Mr. John M. Galvin
     Chairman of the Audit Committee
     CUNO Incorporated
     400 Research Parkway
     Meriden, Connecticut 06450