8-K

 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form 8-K

                                CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 2, 1995
                                                 ----------------            

                       United States Filter Corporation
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

       Delaware                       1-10728                   33-0266015
- ----------------------------   ------------------------    ------------------- 
(State or other jurisdiction         (Commission             (IRS Employer
    of incorporation)                File Number)           Identification No.)

73-710 Fred Waring Drive, Suite 222, Palm Desert, California      92260
- -------------------------------------------------------------------------------
    (Address of principal executive offices)                    (Zip code) 

Registrant's telephone number, including area code (619) 340-0098
                                                   --------------


 
Item 5. Other Events.

     On November 2, 1995 United States Filter Corporation (the "Company") filed 
Post-Effective Amendment No. 2 to a Registration Statement on Form S-3 (No. 
33-76042) (the "Registration Statement") with respect to 3,041,092 shares of the
Company's Common Stock being offered by Eastern Associated Securities Corp., a 
subsidiary of Eastern Enterprises. Attached hereto as Exhibit 23.1 are consents 
of KPMG Peat Marwick LLP to the incorporation by reference in the Registration 
Statement of certain of their reports identified therein and to the reference to
KPMG Peat Marwick LLP under the heading "Independent Certified Public
Accountants" in the prospectus.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (a) Financial Statements of Businesses Acquired.
 
         None.

     (b) Pro Forma Financial Information.

         None.

     (c) Exhibits.

         Exhibit No. 23.1-Consents of KPMG Peat Marwick LLP.


                                   SIGNATURE

     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.

                                       UNITED STATES FILTER CORPORATION
    
                                       By: /s/  Damian C. Georgino
                                          --------------------------------------
                                                Damian C. Georgino
                                                Vice President

Date: November 3, 1995

 
                                 EXHIBIT INDEX

 
 
                                                                 Sequentially
                                                                   Numbered
  Exhibit                          Description                       Page
  -------                          -----------                   ------------
                                                       
   23.1                   Consents of KPMG Peat Marwick LLP           4
 

EX-23.1

 
                                                                    EXHIBIT 23.1

                         ACCOUNTANTS' CONSENT

To the Board of Directors and Shareholders
United States Filter Corporation:

We consent to incorporation by reference in the Registration Statement on Form 
S-3 of United States Filter Corporation of our report dated June 1, 1995, 
relating to the consolidated balance sheets of United States Filter Corporation 
as of March 31, 1994 and 1995, and the related consolidated statements of 
operations, shareholders' equity, and cash flows for each of the years in the 
three-year period ended March 31, 1995 and to the reference of our firm under 
the heading "Independent Certified Public Accountants" in the prospectus.


KPMG Peat Marwick LLP

Orange County, California
November 2, 1995




 
                             ACCOUNTANTS' CONSENT

To the Board of Directors and Shareholders
United States Filter Corporation:

We consent to incorporation by reference in the Registration Statement on Form 
S-3 of United States Filter Corporation of our report dated September 29, 1995, 
relating to 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 the years then ended and of our 
report dated June 29, 1995 relating to the combined balance sheet of Continental
H20 Services, Inc. and Evansville Water Corporation d/b/a Interlake Water 
Systems as of December 31, 1994 and the related combined statements of 
operations, stockholders' equity and cash flows for the year then ended and to 
the reference of our firm under the heading "Independent Certified Public 
Accountants" in the prospectus.


KPMG Peat Marwick LLP

Chicago, Illinois
November 2, 1995

 
                             ACCOUNTANTS' CONSENT

To the Board of Directors and Shareholders
United States Filter Corporation:

We consent to incorporation by reference in the Registration Statement on Form 
S-3 of United States Filter Corporation of our report dated August 11, 1995, 
relating to the consolidated balance sheet of Polymetrics, Inc. and subsidiaries
as of December 31, 1994, and the related consolidated statements of operations, 
stockholder's equity and cash flows for the year then ended and to the reference
of our firm under the heading "Independent Certified Public Accountants" in the 
prospectus.


KMPG Peat Marwick LLP


San Francisco, California
November 2, 1995