10-K/A

 1
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                                   FORM 10-K/A
                                (Amendment No. 1)

                 ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 1995        Commission File Number-I7828

                              GELMAN SCIENCES INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

    Michigan                                               38-1614806
- -----------------------------------                   -------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification Number)

     600 South Wagner Road 
     Ann Arbor, Michigan                                     48103-9019
- ----------------------------------------              --------------------
(Address of Principal Executive Offices)                    (Zip Code)

Registrant's telephone number, including area code (313) 665-0651

Securities Registered Pursuant to Section 12(b) of the Act:
                                                    Name of each exchange on
     Title of each class                                 which registered
- ---------------------------------------             -------------------------
 Common Stock, Par Value $.10 Per Share             American Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:
                                                  None

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K is not contained herein, and will not be contained, to the 
best of registrant's knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of this Form 10-K or any amendment to 
this Form 10-K. ________

The aggregate market value of the registrant's voting stock (Common Stock, 
$.10 Par Value) held by nonaffiliates of the registrant as of October 24, 1995 
was $147,116,304.

The number of outstanding shares of the registrant's Common Stock, as of 
October 24, 1995 was 7,821,762 shares, $.10 Par Value.

                        DOCUMENTS INCORPORATED BY REFERENCE
                                      None
Exhibit Index at Page 4. 
 2


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)(3)  Exhibits

     (10)   Material Contracts

            (21)    Employment Agreement dated August 1, 1995, between the 
                    Company and Kim A. Davis.

            (22)    Employment Agreement dated August 1, 1995, between the 
                    Company and Charles Gelman.

 3

                                   SIGNATURES

Pursuant to the requirements of Section 13 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.


                                   By:  /s/Kim A. Davis
                                        ----------------------------------
                                        GELMAN SCIENCES INC.
                                        Kim A. Davis, President and
                                        Chief Operating Officer and Director
Dated:  August 5, 1996

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
registrant and in the capacities indicated on August 5, 1996.


                    /s/Kim A. Davis
                    -------------------------------------
                    President and
                    Chief Operating Officer and Director



                              GELMAN SCIENCES INC.
                                   FORM 10-K/A
                                INDEX TO EXHIBITS

                                                                     Page

(10) Material Contracts

      (21)    Employment Agreement dated August 1, 1995, between the 
              Company and Kim A. Davis.

      (22)    Employment Agreement dated August 1, 1995, between the 
              Company and Charles Gelman.

EX-21

                              EMPLOYMENT AGREEMENT
                             ----------------------

    Agreement made this 1st day of August, 1995, by and between GELMAN 
SCIENCES, INC. ("Employer") and CHARLES GELMAN ("Employee").

1.     Employment.
       ------------
 
A.   Employer hereby offers to Employee and Employee hereby accepts 
continued employment by Employer on the conditions set forth herein.
 
2.    Duties.
      -------------
 
A.   Employee has been appointed and shall continue to serve 
Employer as Chairman and Chief Executive Officer, reporting in such capacity 
directly to the Employer's Board of Directors ("Board").
 
B.   Employee's duties and powers in such capacity shall be as 
determined, from time to time, by the Board.
 
3.    Term.
      -------------
 
A.   The term of this Agreement shall be three (3) years beginning 
August 1, 1995, which term shall be automatically extended one (1) year on 
August 1, 1996 and on August 1 of each year thereafter, unless Employer shall 
have given:
 
(1)   not less than six (6) months written notice of 
termination to Employee where there has been no change in control of 
Employer; or
 
(2)   where there has been a change in control of Employer, 
not less than twelve (12) months written notice of termination to 
Employee.
 
B.   This Agreement shall be automatically earlier terminated and 
the earlier termination shall supersede the later effective date of an Employer 
written notice of termination of Agreement provided for in Paragraph 3.A., only 
in the following manner:
 
(1)   Upon the death of Employee; or
 
(2)   Upon Employee's resignation, at any time, after ninety 
(90) calendar days written notice to Employer where there has been no 
change in control of Employer, in which event Employee shall not be 
entitled to any additional compensation or benefits; or

(3)   Upon Employee's disability whereby Employee is unable 
to perform the essential duties of his assigned position for a period 
exceeding one hundred eighty (180) calendar days within a one (1) year 
period; or
 
(4)   Upon Employer's termination of Employee, without cause, 
at any time, after Employer has given ninety (90) calendar days written 
notice of termination to Employee, in which event Employee shall become 
eligible for termination compensation as set forth in Paragraph 4.C 
below; or
 
(5)   Upon Employee's resignation within one (1) year of a 
change in control of Employer, after ninety (90) calendar days written 
notice to Employer, in which event Employee shall become eligible for 
termination compensation in the amount as determined in Paragraph 4.C 
below; or
 
(6)   Upon Employer's termination of Employee for violating 
any of the provisions of Paragraph 7 below, in which event Employee shall 
not be entitled to any additional compensation or benefits.
 
4.    Compensation.
      -------------
 
A.   Employer shall pay, and Employee shall accept, as base 
compensation for all services rendered, not less than the amount received per 
annum effective as of August 1, 1995, less appropriate payroll taxes 
("salary"), payable in equal installments in accordance with Employer's normal 
payroll periods, with annual reviews and adjustments, if any, at the discretion 
of the Employer's Board.
 
B.   Employee shall, following the conclusion of each full Employer 
fiscal year of active employment, become eligible for an incentive bonus, 
established at the discretion of the Board, which incentive bonus effective for 
the Employer's 1996 fiscal year and the fiscal years thereafter, shall consist 
of an amount equal to:
 
(1)   Fifty percent (50%) of the Employee's current annual 
salary for achieving the corporate goals, established at the discretion 
of Board; or
 
(2)   Seventy-five percent (75%) of the Employee's current 
annual salary for exceeding the corporate stretch goals, established at 
the discretion of the Board.  

                   Incentive bonus, if any, shall be payable to Employee on or 
before the seventieth (70th) calendar day after the Employer's fiscal year end.

C.   If this Agreement is earlier terminated pursuant to Paragraph 
, 3.B.(4) or 3.B.(5), Employee shall become eligible for termination 
compensation as follows:
 
(1)   Where there has been no change in control of Employer, 
and:
 
(a)   the Employer is achieving or exceeding the 
projected performance plan as approved by the Board, a severance 
amount equal to the amount of base compensation and incentive bonus 
the Employee would have received in the year of termination, for 
the greater of the remaining balance of the contract or two (2) 
years;
 
(b)   the Employer is not achieving the projected 
performance plan as approved by the Board, a severance amount equal 
to the amount of base compensation the Employee would have received 
in the year of termination, for the greater of the remaining 
balance of the contract or two (2) years;
 
(2)   Where there has been a change in control of Employer, 
and:
 
(a)   the Employer is achieving or exceeding the 
projected performance plan as approved by the Board, a severance 
amount equal to the amount of base compensation and incentive bonus 
the Employee would have received in the year of termination, for 
the remaining balance of the contract plus two (2) years;
 
(b)   the Employer is not achieving the projected 
performance plan as approved by the Board, a severance amount equal 
to the amount of base compensation the Employee would have received 
in the year of termination, for the remaining balance of the 
contract plus two (2) years;
 
(c)   immediate vesting of all stock options and 
awards; and,
 
(d)   immediate payment of all incentive awards earned.

            To the extent the termination compensation and any other amounts 
received as a result of termination are subject to the excise tax of Internal 
Revenue Code Section 4999 (or any successor statute), the severance amount 
shall be increased by a one (1) time calculation (without a pyramid effect) of 
the product derived by multiplying the "excess parachute payments" (as defined 
in Code Section 4999) as initially calculated by the applicable excise tax rate 
(currently twenty percent (20%)).

                    Change in control of the Employer means:

i)   the acquisition of beneficial ownership by 
any person or entity (or more than one (1) person or entity 
acting as a group) of a majority of the outstanding voting 
shares of Employer: or
 
ii)   a tender offer made and consummated for at 
least thirty-three percent (33%) of Employer's common stock; 
or
 
iii)   the acquisition of beneficial ownership 
by any person or entity (or more than one (1) person or 
entity acting as a group) of more than fifty-one percent 
(51%) of the total fair market value of the Employer's 
assets; or
 
iv)   a majority of the members of the Board are 
replaced within a one (1) year period.

       The severance amount shall be payable in equal annual installments to 
the Employee, which annual installments shall be further divided into equal 
payments made at the same frequency as Employee's salary, less appropriate 
payroll taxes, commencing with the first payroll period following Employee's 
termination, conditioned on Employee's execution of a release agreement 
acknowledging that Employee is entitled to no other compensation and benefits, 
except as provided in this Agreement, and effectively waiving any and all 
claims against Employer, its officers, directors, employees, affiliates, 
subsidiaries, successors and assigns arising out of Employee's employment or 
separation from employment with Employer.  The Employer shall have the right, 
at its option and without penalty, to accelerate payments owed to the Employee.

5.    Expenses.
      -------------
 
A.   Employer shall reimburse Employee, upon presentation of proper 
documentation, for reasonable expenses incurred by Employee in the performance 
of his assigned duties.
 
B.   Employer shall provide Employee with an automobile befitting 
Employee's status among other executive employees as Chairman and Chief 
Executive Officer, by which to perform his assigned duties, at no cost to the 
Employee.
 
6.   Benefits.
 
A.   Employee shall be eligible to participate in all benefit 
programs that Employer makes available, from time to time, to executive 
employees, including such benefit programs as medical, dental, life, long-term 
disability, 401(k), and others, on the same terms and conditions as other 
executive employees.
 
B.   Employee shall be eligible for up to six (6) weeks paid 
vacation annually, scheduled at the discretion of Employee, and not 
inconsistent with the best interest of the Employer.
 
C.   Employer shall, during the term of this Agreement, pay the 
dues and assessments required for Employee to maintain full membership 
privileges at Travis Pointe Country Club .
 
7.    Undertakings of Employee.
      -------------------------
 
A.   The parties acknowledge that Employer is engaged in the 
business of manufacturing, distributing and selling microporous membranes, 
filters and microfiltration products, worldwide.  Employee, because of his 
position with Employer, will obtain, or have access to, highly confidential, 
proprietary information and trade secrets and, as a result, Employee agrees 
that:
 
(1)   Employee will execute, and at all times honor and 
comply with all of the conditions set forth in, the Confidentiality and 
Patent Protection Agreement attached hereto and made a part hereof as 
Exhibit A; and
 
(2)   At all times during Employee's employment, and for 
three (3) years following the termination of Employee's employment, 
Employee will not, directly or indirectly, without the express written 
consent of Employer's Board, perform service for, aid, assist, own, 
operate, have any financial interest in, or serve as employee, officer, 
director, agent, partner, consultant, part-owner, shareholder, or engage 
in, any microporous filter business which is competitive with Employer, 
or with microporous products provided by Employer, or with microporous 
products provided by Employer, and among the remedies set forth in the 
above-referenced Confidentiality and Patent Protection Agreement.
 
B.   Employer relies upon Employee's representation that Employee 
will:
 
(1)   competently perform all assigned duties;
 
(2)   carry out all policies, directives and decisions of 
Employer's Board;
 
(3)   not withhold from Employer's Board any information 
which may affect Employer's business;
 
(4)   refrain from any conduct which is illegal, dishonest, 
fraudulent, or detrimental to Employer's business, as determined by 
Employer's Board; and
 
(5)   devote his entire time, attention and energies to the 
operations of Employer and shall not, during the term of this Agreement, 
without consent of the Board, be engaged in any other business activity 
requiring any amount of his business time, whether or not such business 
activity is pursued for gain, profit or pecuniary advantage.
 
8.    Entire Agreement.
      ------------------
     This Agreement supersedes and cancels all prior agreements, whether verbal 
or written, between Employer and Employee and constitutes the entire Agreement 
between the parties.  Any amendment or agreement supplemental hereto shall not 
be binding upon either party unless executed in writing by Employer and the 
Employee.

9.    Miscellaneous.
      ------------------
 
A.   This Agreement shall be binding upon and inure to the benefit 
of the parties and their respective heirs, successors, personal representatives 
and assigns.
 
B.   This Agreement shall be interpreted in accordance with and 
governed by the laws of the State of Michigan.
 
C.   Any and all notices or any other communication provided for 
herein shall be given in writing by certified mail, return receipt requested, 
which shall be addressed to the addresses shown immediately below each party's 
signature unless notice of a change of address is furnished to the other 
parties in the manner provided in this paragraph.
 
D.   This Agreement will be executed simultaneously in two (2) or 
more counterparts, each of which shall be deemed an original but all of which 
shall constitute one (1) and the same instrument and agreement.
 
E.   Each paragraph of this Agreement or portion thereof shall be 
treated as severable, to the end that if any paragraph or portion thereof shall 
be declared illegal, invalid or unenforceable, this Agreement shall be 
interpreted so that part only is invalid, without invalidating the remainder of 
this Agreement, which shall remain in full force and effect as though such 
paragraph or portion thereof had never been contained in this Agreement, and 
the affected part shall be interpreted, consistent with the law, to carry out 
the intent of the parties.

   IN WITNESS WHEREOF, the parties have signed this Employment Agreement as of 
the date first above written.

WITNESSES:                                  GELMAN SCIENCES, INC.

/s/ Kim A. Davis                         By /s/ John A. Geishecker Jr.
- ---------------------------                 ---------------------------
                                       	Its Chairman - Compensation Committee

                                               600 South Wagner Road
                                               Ann Arbor, MI  48106-1448



                                           /s/ Charles Gelman
                                           ----------------------
                                           CHARLES GELMAN
                                           [home address]


                                       Exhibit A

                      CONFIDENTIALITY AND PATENT PROTECTION AGREEMENT
                      -----------------------------------------------

   This Agreement entered into as of the date last hereinafter written by 
and between the undersigned employee (hereinafter "Employee") and GELMAN 
SCIENCES, INC., a Michigan corporation (herein "Employer"), pertaining to 
the employment of the Employee by the Employer:

   WHEREAS, the Employer requires that all employees, as a condition of 
their employment, covenant and agree with the Employer to hold its Trade 
Secrets in utmost respect and confidence and not to use or disclose such 
information in any way in conflict with the Employer's interest.

   NOW, THEREFORE, in consideration of the premises upon which this 
Agreement is based and of the engagement of the Employee as an employee of 
the Employer, the Employee hereby expressly covenants and agrees as follows:



   The Employer is engaged in the manufacture, distribution and sale of 
microporous membranes, textiles and microfiltration products, worldwide.  In 
conducting such business, the Employer has developed, collected, compiled, 
organized, analyzed and/or systematized certain information including (but 
not necessarily limited to) customer information, market studies and 
research, marketing methods and techniques, operating and pricing policies, 
product formulae, product designs and technologies, operating and pricing 
policies, product formulae, product designs and technologies, manufacturing 
processes and technologies, innovative research and development, and certain 
computer software, which information is used by the Employer in conducting 
its said business, gives the Employer an advantage or the opportunity to 
gain an advantage over its competitors and potential competitors who do not 
know or use it, and is not public information and is not generally known in 
the industry; such information being collectively and individually referred 
to herein as "Trade Secrets".  The Employer expects to develop, collect, 
compile, organize, analyze and/or systematize the same or similar kinds of 
information and to conceive and invent new products, devices, manufacturing 
processes, software and technologies, continually and in the future, which 
information and inventions shall become Trade Secrets belonging to the 
Employer and shall be protected by this Agreement.
 
   All Trade Secrets belonging to the Employer and all records pertaining 
thereto, including (without limitation) those which may be created or 
developed by the Employee, are and shall be and remain the property of the 
Employer.  The Employee will not ever utilize any Trade Secret belonging to 
the Employer or any record pertaining thereto for his benefit or for the 
benefit of others, or for any purpose other than in the ordinary course of 
and in the furtherance of the Employer's business.
 
   The Employee will not ever publish or disclose, nor permit to be 
published or disclosed, any Trade Secrets belonging to the Employer to 
anyone not authorized to have access thereto without the prior written 
consent of the Employer's Board of Directors ("Board").  Moreover, the 
Employee agrees to report forthwith to the Employer's Board any violation of 
this or any other policy of the Employer applicable to its Trade Secrets, 
known to or which may come to the knowledge of the Employee.
 
   The Employee will have no obligation of confidentiality as to any 
information which is or hereafter becomes generally known among the 
Employer's competitors or to the public otherwise than by an unauthorized 
disclosure by the Employee or by other improper means.  Neither shall the 
Employee be held to violate this Agreement by receiving any Trade Secret of 
the Employer from a third party having the right to transmit the same, but 
in such case the obligations or confidentiality, non-use and non-disclosure 
set forth in Paragraphs 2 and 3 above shall apply to all such information so 
received.
 
   The Employee shall promptly disclose to the Employer's Board all 
inventions, discoveries and improvements which the Employee may make, either 
solely or jointly with others, while in the employ of the Employer, relating 
to products, manufacturing technologies or software used, manufactured or 
sold by the Employer during the period of the Employee's employment with the 
Employer, or the use, manufacture, development or sale of which was in 
contemplation by the Employer during the period of the Employee's employment 
with the Employer, and the Employee hereby agrees to assign to the Employer 
all of the Employee's interest in and to the same, including the Employee's 
interest in and to any domestic and foreign patent rights therein and any 
renewals thereof.  All expenses of filing any patent applications shall be 
borne solely by the Employer, but the Employee shall cooperate in filing and 
supporting any such applications.
 
   This Agreement shall survive the termination of employment of the 
Employee and shall continue with respect to each and all of the Employer's 
Trade Secrets in conception or existence as of the date of termination, 
until the same shall have become generally known among the Employer's 
competitors and potential competitors or to the public at large, other than 
by unauthorized disclosure by the Employee or other improper means.  The 
Employee agrees that upon the termination of his employment he will 
immediately return to the Employer all materials, records and drawings 
provided to the Employee by the Employer or any of its customers, or 
generated by the Employee relative to the Trade Secrets of the Employer.
 
   In the event of a breach of threatened breach by the Employee of this 
Agreement, it is agreed that the Employer would suffer immediate and 
irreparable injuries of such a nature and magnitude that money damages would 
not adequately compensate the Employer and that injunctive relief would be 
essential for its protection.  Such relief shall be without prejudice to any 
other remedy which the Employer may have or be entitled to receive at law or 
in equity.  To the extent permitted by law, the Employee waives the 
requirement of bond as a precondition to issuance of any such injunction.
 
   If any of the provisions of this Agreement shall be held to be 
unenforceable for any reason by any Court having jurisdiction of the same, 
such provision shall be deemed amended by giving to it that construction 
most consistent with this writing which such Court may find to be 
enforceable in the matter before it, and all remaining terms and provisions 
of this Agreement shall not fall, but this Agreement shall be deemed amended 
by such holding for purposes only of the jurisdiction of such Court, and as 
so amended shall remain in full force and effect.
 
   This Agreement is a prerequisite of employment of the Employee, and need 
not be signed or otherwise formally accepted by the Employer in order to 
become binding upon the Employee, but shall be deemed and held so binding 
and enforceable from and after the date the Employee was first engaged as an 
employee of the Employer.  The Employee acknowledges receipt of a true and 
correct copy of this Agreement and acknowledges that he has read and 
understands all of the terms and provisions hereof.

Executed this 1st day of August, 1995.


                                EMPLOYEE:  /s/ Charles Gelman
                                           --------------------
                                           CHARLES GELMAN

                                 SS Number
                                           --------------------
                                  Address
                                           --------------------

EX-22

                              EMPLOYMENT AGREEMENT
                             ----------------------

   Agreement made this 1st day of August, 1995, by and between GELMAN SCIENCES, 
INC. ("Employer") and KIM A. DAVIS ("Employee").

1.    Employment.
      ------------
 
A.    Employer hereby offers to Employee and Employee hereby 
accepts continued employment by Employer on the conditions set forth herein.
 
2.     Duties.
       ---------
 
A.    Employee has been appointed and shall continue to serve 
Employer as President and Chief Operating Officer, reporting in such capacity 
directly to the Chief Executive Officer of Employer ("CEO").
 
B.    Employee's duties and powers in such capacity shall be as 
determined, from time to time, by CEO.
 
3.    Term.
      --------
 
A.    The term of this Agreement shall be three (3) years beginning 
August 1, 1995, which term shall be automatically extended one (1) year on 
August 1, 1996 and on August 1 of each year thereafter, unless Employer shall 
have given:
 
(1)   not less than six (6) months written notice of 
termination to Employee where there has been no change in control of 
Employer; or
 
(2)   where there has been a change in control of Employer, 
not less than twelve (12) months written notice of termination to 
Employee.
 
B.   This Agreement shall be automatically earlier terminated and 
the earlier termination shall supersede the later effective date of an Employer 
written notice of termination of Agreement provided for in Paragraph 3.A., only 
in the following manner:
 
(1)  Upon the death of Employee; or
 
(2)  Upon Employee's resignation, at any time, after ninety 
(90) calendar days written notice to Employer where there has been no 
change in control of Employer, in which event Employee shall not be 
entitled to any additional compensation or benefits; or
 
(3)  Upon Employee's disability whereby Employee is unable to 
perform the essential duties of his assigned position for a period 
exceeding one hundred eighty (180) calendar days within a one (1) year 
period; or
 
(4)  Upon Employer's termination of Employee, without cause, 
at any time, after Employer has given ninety (90) calendar days written 
notice of termination to Employee, in which event Employee shall become 
eligible for termination compensation as set forth in Paragraph 4.C 
below; or
 
(5)  Upon Employee's resignation within one (1) year of a 
change in control of Employer, after ninety (90) calendar days written 
notice to Employer, in which event Employee shall become eligible for 
termination compensation in the amount as determined in Paragraph 4.C 
below; or
 
(6)  Upon Employer's termination of Employee for violating 
any of the provisions of Paragraph 7 below, in which event Employee shall 
not be entitled to any additional compensation or benefits.
 
4.    Compensation.
      -------------
 
A.    Employer shall pay, and Employee shall accept, as base 
compensation for all services rendered, not less than the amount received per 
annum effective as of August 1, 1995, less appropriate payroll taxes 
("salary"), payable in equal installments in accordance with Employer's normal 
payroll periods, with annual reviews and adjustments, if any, at the discretion 
of CEO, as approved by the Employer's Board of Directors ("Board").
 
B.    Employee shall, following the conclusion of each full 
Employer fiscal year of active employment, become eligible for an incentive 
bonus, established at the discretion of the Board, which incentive bonus 
effective for the Employer's 1996 fiscal year and the fiscal years thereafter, 
shall consist of an amount equal to:
 
(1)  Fifty percent (50%) of the Employee's current annual 
salary for achieving the corporate goals, established at the discretion 
of Board; or
 
(2)  Seventy-five percent (75%) of the Employee's current 
annual salary for exceeding the corporate stretch goals, established at 
the discretion of the Board.  Incentive bonus, if any, shall be payable 
to Employee on or before the seventieth (70th) calendar day after the 
Employer's fiscal year end.
 
C.    If this Agreement is earlier terminated pursuant to Paragraph 
3.B.(4) or 3.B.(5), Employee shall become eligible for termination compensation 
as follows:
 
(1)  Where there has been no change in control of Employer, 
and:
 
(a)  the Employer is achieving or exceeding the 
projected performance plan as approved by the Board, a severance 
amount equal to the amount of base compensation and incentive bonus 
the Employee would have received in the year of termination, for 
the greater of the remaining balance of the contract or two (2) 
years;
 
(b)  the Employer is not achieving the projected 
performance plan as approved by the Board, a severance amount equal 
to the amount of base compensation the Employee would have received 
in the year of termination, for the greater of the remaining 
balance of the contract or two (2) years;
 
(2)  Where there has been a change in control of Employer, 
and:
 
(a)  the Employer is achieving or exceeding the 
projected performance plan as approved by the Board, a severance 
amount equal to the amount of base compensation and incentive bonus 
the Employee would have received in the year of termination, for 
the remaining balance of the contract plus two (2) years;
 
(b)  the Employer is not achieving the projected 
performance plan as approved by the Board, a severance amount equal 
to the amount of base compensation the Employee would have received 
in the year of termination, for the remaining balance of the 
contract plus two (2) years;
 
(c)  immediate vesting of all stock options and awards; 
and,
 
(d)  immediate payment of all incentive awards earned.

                  To the extent the termination compensation and any other 
amounts received as a result of termination are subject to the excise tax of 
Internal Revenue Code Section 4999 (or any successor statute), the severance 
amount shall be increased by a one (1) time calculation (without a pyramid 
effect) of the product derived by multiplying the "excess parachute payments" 
(as defined in Code Section 4999) as initially calculated by the applicable 
excise tax rate (currently twenty percent (20%)).

                  Change in control of the Employer means:

i)  the acquisition of beneficial ownership by 
any person or entity (or more than one (1) person or entity 
acting as a group) of a majority of the outstanding voting 
shares of Employer: or
 
ii)  a tender offer made and consummated for at 
least thirty-three percent (33%) of Employer's common stock; 
or
 
iii)  the acquisition of beneficial ownership by 
any person or entity (or more than one (1) person or entity 
acting as a group) of more than fifty-one percent (51%) of 
the total fair market value of the Employer's assets; or
 
iv)  a majority of the members of the Board are 
replaced within a one (1) year period.

                   The severance amount shall be payable in equal annual 
installments to the Employee, which annual installments shall be further 
divided into equal payments made at the same frequency as Employee's salary, 
less appropriate payroll taxes, commencing with the first payroll period 
following Employee's termination, conditioned on Employee's execution of a 
release agreement acknowledging that Employee is entitled to no other 
compensation and benefits, except as provided in this Agreement, and 
effectively waiving any and all claims against Employer, its officers, 
directors, employees, affiliates, subsidiaries, successors and assigns arising 
out of Employee's employment or separation from employment with Employer.  The 
Employer shall have the right, at its option and without penalty, to accelerate 
payments owed to the Employee.

5.    Expenses.
      -----------
 
A.    Employer shall reimburse Employee, upon presentation of 
proper documentation, for reasonable expenses incurred by Employee in the 
performance of his assigned duties.
 
B.    Employer shall provide Employee with an automobile befitting 
Employee's status among other executive employees as President and Chief 
Operating Officer, by which to perform his assigned duties, at no cost to the 
Employee.
 
6.    Benefits.
      ----------
 
A.    Employee shall be eligible to participate in all benefit 
programs that Employer makes available, from time to time, to executive 
employees, including such benefit programs as medical, dental, life, long-term 
disability, 401(k), and others, on the same terms and conditions as other 
executive employees.

B.    (1)   Employee shall be covered by an additional, separate, 
whole life insurance policy in the amount of One Million Dollars 
($1,000,000) designed to be, and premiums paid annually for a paid up 
policy in ten (10) years, the face value of which shall be payable to the 
Employee's designated beneficiary upon the Employee's death, except for 
the events described in Paragraph 6.B.(2) below (excluding Employee's 
death) in which case only the vested portion of the policy (as defined in 
Paragraph 6.B.(3) below) shall be payable to Employee's designated 
beneficiary;
 
(2)   The premiums for the whole life insurance policy shall 
continue to be paid by the Employer during Employee's employment with 
Employer and after Employee's separation from employment with Employer 
while Employer is making payments to Employee pursuant to Paragraph 4.C, 
unless the Employee resigns employment under Paragraph 3.B.(2), 4.B.(2) 
above, or the Employee is terminated from employment under Paragraph 
3.B.(6) above, or this Agreement is terminated pursuant to Paragraph 3.A 
above, or the Employee dies, or Employee violates a covenant set forth in 
Exhibit A, in which event the Employer's obligations to continue paying 
the whole life insurance policy premiums shall cease;
 
(3)   The whole life insurance policy and its cash value 
shall become incrementally vested to the Employee at the rate of ten 
percent (10%) of the whole life insurance policy's face and cash value 
for each full year after August 1, 1995 the Employer is obligated to 
continue paying the premiums on the whole life insurance policy as 
provided in Paragraph 6.B.(2) above;
 
(4)   At such time as the Employer is no longer obligated to 
make payments pursuant to Paragraph 4.C, the Employer shall transfer 
ownership of said policy to Employee.  
 
C.     Employee shall be eligible for up to six (6) weeks paid 
vacation annually, scheduled by mutual agreement between Employee and CEO.
 
D.     Employer shall, during the term of this Agreement, pay the 
dues and assessments required for Employee to maintain full membership 
privileges at Travis Pointe Country Club.
 
7.     Undertakings of Employee.
       -------------------------
 
A.	The parties acknowledge that Employer is engaged in the 
business of manufacturing, distributing and selling microporous membranes, 
filters and microfiltration products, worldwide.  Employee, because of his 
position with Employer, will obtain, or have access to, highly confidential, 
proprietary information and trade secrets and, as a result, Employee agrees 
that:
 
(1)   Employee will execute, and at all times honor and 
comply with all of the conditions set forth in, the Confidentiality and 
Patent Protection Agreement attached hereto and made a part hereof as 
Exhibit A; and
 
(2)   At all times during Employee's employment, and for 
three (3) years following the termination of Employee's employment, 
Employee will not, directly or indirectly, without the express written 
consent of Employer's Board, perform service for, aid, assist, own, 
operate, have any financial interest in, or serve as employee, officer, 
director, agent, partner, consultant, part-owner, shareholder, or engage 
in, any microporous filter business which is competitive with Employer, 
or with microporous products provided by Employer, or with microporous 
products provided by Employer, and among the remedies set forth in the 
above-referenced Confidentiality and Patent Protection Agreement.
 
B.   Employer relies upon Employee's representation that Employee 
will:
 
(1)   competently perform all assigned duties;
 
(2)   carry out all policies, directives and decisions of 
Employer's Board and CEO;
 
(3)   not withhold from Employer's Board or CEO, and will 
promptly report to CEO, any information which may affect Employer's 
business;
 
(4)   refrain from any conduct which is illegal, dishonest, 
fraudulent, or detrimental to Employer's business, as determined by 
Employer's Board; and
 
(5)   devote his entire time, attention and energies to the 
operations of Employer and shall not, during the term of this Agreement, 
without consent of the Board, be engaged in any other business activity 
requiring any amount of his business time, whether or not such business 
activity is pursued for gain, profit or pecuniary advantage.
 
8.     Entire Agreement.
       -----------------

             This Agreement supersedes and cancels all prior agreements, 
whether verbal or written, between Employer and Employee and constitutes the 
entire Agreement between the parties.  Any amendment or agreement supplemental 
hereto shall not be binding upon either party unless executed in writing by 
Employer and the Employee.

9.     Miscellaneous.
       ---------------
 
A.    This Agreement shall be binding upon and inure to the benefit 
of the parties and their respective heirs, successors, personal representatives 
and assigns.
 
B.    This Agreement shall be interpreted in accordance with and 
governed by the laws of the State of Michigan.
 
C.    Any and all notices or any other communication provided for 
herein shall be given in writing by certified mail, return receipt requested, 
which shall be addressed to the addresses shown immediately below each party's 
signature unless notice of a change of address is furnished to the other 
parties in the manner provided in this paragraph.
 
D.    This Agreement will be executed simultaneously in two (2) or 
more counterparts, each of which shall be deemed an original but all of which 
shall constitute one (1) and the same instrument and agreement.
 
E.    Each paragraph of this Agreement or portion thereof shall be 
treated as severable, to the end that if any paragraph or portion thereof shall 
be declared illegal, invalid or unenforceable, this Agreement shall be 
interpreted so that part only is invalid, without invalidating the remainder of 
this Agreement, which shall remain in full force and effect as though such 
paragraph or portion thereof had never been contained in this Agreement, and 
the affected part shall be interpreted, consistent with the law, to carry out 
the intent of the parties.

       IN WITNESS WHEREOF, the parties have signed this Employment Agreement as 
of the date first above written.

WITNESSES:                                 GELMAN SCIENCES, INC.

/s/ John A. Geishecker Jr.                  By  /s/ Charles Gelman
- ----------------------------                    -------------------
                                            Its Chairman
                                                600 South Wagner Road
                                                Ann Arbor, MI  48106-1448



                                           /s/ Kim A. Davis
                                           ------------------------
                                           KIM A. DAVIS
                                           5366 Hidden Pines Ct.
                                           Brighton, Mi. 48116-7729




                                    Exhibit A

                  CONFIDENTIALITY AND PATENT PROTECTION AGREEMENT
                  -----------------------------------------------

       This Agreement entered into as of the date last hereinafter written by 
and between the undersigned employee (hereinafter "Employee") and GELMAN 
SCIENCES, INC., a Michigan corporation (herein "Employer"), pertaining to the 
employment of the Employee by the Employer:

       WHEREAS, the Employer requires that all employees, as a condition of 
their employment, covenant and agree with the Employer to hold its Trade 
Secrets in utmost respect and confidence and not to use or disclose such 
information in any way in conflict with the Employer's interest.

       NOW, THEREFORE, in consideration of the premises upon which this 
Agreement is based and of the engagement of the Employee as an employee of the 
Employer, the Employee hereby expressly covenants and agrees as follows:

       The Employer is engaged in the manufacture, distribution and sale of 
microporous membranes, textiles and microfiltration products, worldwide.  In 
conducting such business, the Employer has developed, collected, compiled, 
organized, analyzed and/or systematized certain information including (but not 
necessarily limited to) customer information, market studies and research, 
marketing methods and techniques, operating and pricing policies, product 
formulae, product designs and technologies, operating and pricing policies, 
product formulae, product designs and technologies, manufacturing processes and 
technologies, innovative research and development, and certain computer 
software, which information is used by the Employer in conducting its said 
business, gives the Employer an advantage or the opportunity to gain an 
advantage over its competitors and potential competitors who do not know or use 
it, and is not public information and is not generally known in the industry; 
such information being collectively and individually referred to herein as 
"Trade Secrets".  The Employer expects to develop, collect, compile, organize, 
analyze and/or systematize the same or similar kinds of information and to 
conceive and invent new products, devices, manufacturing processes, software 
and technologies, continually and in the future, which information and 
inventions shall become Trade Secrets belonging to the Employer and shall be 
protected by this Agreement.
 
       All Trade Secrets belonging to the Employer and all records pertaining 
thereto, including (without limitation) those which may be created or developed 
by the Employee, are and shall be and remain the property of the Employer.  The 
Employee will not ever utilize any Trade Secret belonging to the Employer or 
any record pertaining thereto for his benefit or for the benefit of others, or 
for any purpose other than in the ordinary course of and in the furtherance of 
the Employer's business.
 
       The Employee will not ever publish or disclose, nor permit to be 
published or disclosed, any Trade Secrets belonging to the Employer to anyone 
not authorized to have access thereto without the prior written consent of the 
Chief Executive Officer of the Employer ("CEO").  Moreover, the Employee agrees 
to report forthwith to the Employer's Board or CEO any violation of this or any 
other policy of the Employer applicable to its Trade Secrets, known to or which 
may come to the knowledge of the Employee.
 
       The Employee will have no obligation of confidentiality as to any 
information which is or hereafter becomes generally known among the Employer's 
competitors or to the public otherwise than by an unauthorized disclosure by 
the Employee or by other improper means.  Neither shall the Employee be held to 
violate this Agreement by receiving any Trade Secret of the Employer from a 
third party having the right to transmit the same, but in such case the 
obligations or confidentiality, non-use and non-disclosure set forth in 
Paragraphs 2 and 3 above shall apply to all such information so received.
 
      The Employee shall promptly disclose to the Employer's Board or CEO all 
inventions, discoveries and improvements which the Employee may make, either 
solely or jointly with others, while in the employ of the Employer, relating to 
products, manufacturing technologies or software used, manufactured or sold by 
the Employer during the period of the Employee's employment with the Employer, 
or the use, manufacture, development or sale of which was in contemplation by 
the Employer during the period of the Employee's employment with the Employer, 
and the Employee hereby agrees to assign to the Employer all of the Employee's 
interest in and to the same, including the Employee's interest in and to any 
domestic and foreign patent rights therein and any renewals thereof.  All 
expenses of filing any patent applications shall be borne solely by the 
Employer, but the Employee shall cooperate in filing and supporting any such 
applications.
 
    This Agreement shall survive the termination of employment of the Employee 
and shall continue with respect to each and all of the Employer's Trade Secrets 
in conception or existence as of the date of termination, until the same shall 
have become generally known among the Employer's competitors and potential 
competitors or to the public at large, other than by unauthorized disclosure by 
the Employee or other improper means.  The Employee agrees that upon the 
termination of his employment he will immediately return to the Employer all 
materials, records and drawings provided to the Employee by the Employer or any 
of its customers, or generated by the Employee relative to the Trade Secrets of 
the Employer.
 
      In the event of a breach of threatened breach by the Employee of this 
Agreement, it is agreed that the Employer would suffer immediate and 
irreparable injuries of such a nature and magnitude that money damages would 
not adequately compensate the Employer and that injunctive relief would be 
essential for its protection.  Such relief shall be without prejudice to any 
other remedy which the Employer may have or be entitled to receive at law or in 
equity.  To the extent permitted by law, the Employee waives the requirement of 
bond as a precondition to issuance of any such injunction.
 
     If any of the provisions of this Agreement shall be held to be 
unenforceable for any reason by any Court having jurisdiction of the same, such 
provision shall be deemed amended by giving to it that construction most 
consistent with this writing which such Court may find to be enforceable in the 
matter before it, and all remaining terms and provisions of this Agreement 
shall not fall, but this Agreement shall be deemed amended by such holding for 
purposes only of the jurisdiction of such Court, and as so amended shall remain 
in full force and effect.
 
     This Agreement is a prerequisite of employment of the Employee, and need 
not be signed or otherwise formally accepted by the Employer in order to become 
binding upon the Employee, but shall be deemed and held so binding and 
enforceable from and after the date the Employee was first engaged as an 
employee of the Employer.  The Employee acknowledges receipt of a true and 
correct copy of this Agreement and acknowledges that he has read and 
understands all of the terms and provisions hereof.

     Executed this 1st day of August, 1995.


                           EMPLOYEE:       /s/ Kim A. Davis
                                           -------------------------
                                           KIM DAVIS

                           SS Number       ###-##-####
                                           -------------------------
                           Address         5366 Hidden Pines Ct.
                                           Brighton, Mi. 48116-7729