Filed pursuant to Rule 424(b)(3)
                                           under the Securities Act of 1933
                                                 Registration No. 333-07763

          PROSPECTUS SUPPLEMENT
          (To Prospectus dated August 16, 1996)
          January 6, 1997

                           UNITED STATES FILTER CORPORATION

               This Supplement is a part of the Prospectus dated August 16,
          1996 relating to 5,780,079 shares of Common Stock, par value $.01
          per share (the "Common Stock"), of United States Filter
          Corporation (the "Company"), issuable in connection with the
          acquisition by the Company directly, or through subsidiaries, of
          various businesses or assets, or interests therein.  Defined
          terms contained in this Supplement have the meanings assigned to
          them in the Prospectus.

                                 SELLING STOCKHOLDER

               On January 6, 1997, the Company acquired the businesses of
          the Process Equipment Division ("PED") of United Utilities Plc
          (the "Selling Stockholder").  PED is a leading manufacturer and
          distributor of a broad range of water and wastewater treatment
          equipment sold primarily to the municipal market.  For the fiscal
          year ended March 31, 1996, PED generated approximately $267.4
          million of revenues, of which approximately 60% were attributable
          to sales in North America, with the remainder generated
          principally in Europe, Latin America and the Pacific Rim.

               The consideration for the acquisition of PED was
          approximately $160 million in cash and 1,320,312 shares of Common
          Stock (the "Shares"), subject to possible post-closing
          adjustment.  The Selling Stockholder intends to sell all of the
          Shares received by it, constituting approximately 1.9% of the
          shares of Common Stock outstanding on January 2, 1997, pursuant
          to this Prospectus and the Registration Statement of which it is
          a part.

               The Selling Stockholder has agreed that any sales of Shares
          occurring prior to February 15, 1997 will be made only through
          Donaldson, Lufkin & Jenrette Securities Corporation; that Shares
          sold prior to such date will not be disposed of in any manner
          which is disruptive of the market for the Common Stock; and that
          the Shares will only be sold in agency sales or ordinary
          brokerage transactions on the New York Stock Exchange.

               The Company has agreed with respect to any Shares sold on or
          prior to February 20, 1997, that it will pay to the Selling
          Stockholder in cash the aggregate amount by which the net
          proceeds per Share are less than pounds sterling 18.9349 plus
          interest at a rate per annum of LIBOR plus 1%, and the Selling
          Stockholder has agreed to pay to the Company in cash the



          aggregate amount by which the net proceeds per Share sold on or
          prior to February 20, 1997 exceed pounds sterling 18.9349 plus
          interest at a rate per annum of LIBOR plus 1%.  The net proceeds
          are to be determined after deduction for any agency fees and/or
          brokerage commissions paid or discount suffered by the Selling
          Stockholder.

               The Company and the Selling Stockholder are obligated to
          indemnify each other against certain civil liabilities arising
          under the Securities Act.

                                     RISK FACTORS

               The text appearing under the caption "Risk Factors Shares
          Eligible for Future Sale" in the Prospectus is supplemented by
          substituting the following therefor in its entirety:

          SHARES ELIGIBLE FOR FUTURE SALE

               The market price of the Common Stock could be adversely
          affected by the availability for public sale of shares held on
          November 10, 1996 by security holders of the Company, including:
          (i)  up to 3,750,093 shares which may be delivered by Laidlaw
          Inc. or its affiliates ("Laidlaw"), at Laidlaw's option in lieu
          of cash, at maturity pursuant to the terms of 5 3/4% Exchangeable
          Notes due 2000 of Laidlaw (the amount of shares or cash delivered
          or paid to be dependent within certain limits upon the value of
          the Common Stock at maturity); (ii) 7,636,363 shares issuable
          upon conversion of the Company s 6% Convertible Subordinated
          Notes due 2005 at a conversion price of $18.33 per share of
          Common Stock; (iii) 9,113,924 shares issuable upon conversion of
          the Notes at a conversion price of $39.50 per share of Common
          Stock; (iv) 2,908,171 outstanding shares that are currently
          registered for sale under the Securities Act of 1933, as amended
          (the "Securities Act"), pursuant to two shelf registration
          statements; and (v) 6,191,145 shares which are subject to
          agreements pursuant to which the holders have certain rights to
          request the Company to register the sale of such holders' Common
          Stock under the Securities Act and/or, subject to certain
          conditions, to include certain percentages of such shares in
          other registration statements filed by the Company (1,980,000 of
          which shares also may be sold from time to time by the holder
          thereof pursuant to Rule 144 under the Securities Act).  In
          addition, the Company has registered for sale under the
          Securities Act 4,457,068 shares which may be issuable by the
          Company from time to time in connection with acquisitions of
          businesses from third parties.