PROSPECTUS                                      Filed pursuant to Rule 424(b)(3)
December 23, 1997                               File No.  333-42463


                                6,392,742 SHARES

                        UNITED STATES FILTER CORPORATION

                                  COMMON STOCK
                           (PAR VALUE $.01 PER SHARE)

                            ------------------------

      This Prospectus  relates to 6,392,742  shares (the "Shares") of the Common
Stock,  par value $.01 per share  ("Company  Common  Stock"),  of United  States
Filter  Corporation  (the  "Company")  which may be  offered  and  issued by the
Company  from time to time in  connection  with the  acquisition  by the Company
directly, or indirectly through  subsidiaries,  of various businesses or assets,
or interests therein. The Shares may be issued in mergers or consolidations,  in
exchange  for shares of capital  stock,  partnership  interests  or other assets
representing  an  interest,  direct or  indirect,  in other  companies  or other
entities, or in exchange for tangible or intangible assets,  including,  without
limitation,  assets  constituting  all or  substantially  all of the  assets and
businesses of such entities.  Shares may also be reserved for issuance  pursuant
to, or  offered,  issued and sold upon  exercise  or  conversion  of,  warrants,
options, convertible debt obligations,  equity securities,  contingent rights or
other similar  instruments  or rights issued by the Company from time to time in
connection  with any such  acquisition.  In certain  instances,  the Company may
guaranty  that some or all of the aggregate net proceeds from the sale of Shares
during a  limited  period  following  their  issuance  will not be less than the
valuation used for purposes of their  issuance,  or a specific amount related to
such  valuation,  and  may  make  up  any  shortfall  (including  any  shortfall
attributable to brokers' commissions and selling expenses) by issuing additional
Shares under this Prospectus or in cash.

       It is expected that the terms of  acquisitions  involving the issuance of
Shares will be determined by direct  negotiations with the owners or controlling
persons  of the  businesses  or assets to be  acquired,  and that the  Shares so
issued  will be valued at prices  based on or related  to market  prices for the
Common Stock on the New York Stock  Exchange,  Inc. (the "NYSE") at or about the
time the  terms of an  acquisition  are  agreed  upon or at or about the time of
delivery of such Shares, or based on average market prices for periods ending at
or about such times.  No  underwriting  discounts or  commissions  will be paid,
although brokers' or finders' fees may be paid from time to time with respect to
specific acquisitions; under some circumstances, the Company may issue Shares in
full or partial payment of such fees. Any person  receiving any such fees may be
deemed to be an underwriter  within the meaning of the United States  Securities
Act of 1933, as amended (the "Securities Act").

      With the  consent  of the  Company,  this  Prospectus  may also be used by
persons  ("Selling  Stockholders")  who have received or will receive  Shares in
connection  with  acquisitions  and who  may  wish to  sell  such  Shares  under
circumstances requiring or making desirable its use. See "Resales of Shares."

      The Shares will, prior to their issuance, be listed on the NYSE subject
to official notice of issuance.  The Common Stock is traded under the symbol
"USF." The last  reported sale price of the Common Stock on the NYSE on December
23, 1997 was $29.375 per share.

                           ------------------------

      SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR CERTAIN CONSIDERATIONS RELEVANT
TO AN INVESTMENT IN THE COMMON STOCK.

                           ------------------------

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                                       


                              AVAILABLE INFORMATION

      The  Company is subject to the  informational  requirements  of the United
States Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance  therewith files periodic reports,  proxy solicitation  materials and
other information with the United States Securities and Exchange Commission (the
"Commission").  Such reports, proxy solicitation materials and other information
can be inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington,  D.C. 20549
and at the  Commission's  Regional  Offices located at Seven World Trade Center,
Suite  1300,  New York,  New York 10048 and  Citicorp  Center  500 West  Madison
Street, Suite 1400, Chicago,  Illinois 60661-2511.  Copies of such materials can
be  obtained  from the Public  Reference  Section of the  Commission,  450 Fifth
Street,  N.W.,  Washington,  D.C.  20549,  at prescribed  rates.  The Commission
maintains a Web site that contains reports, proxy and information statements and
other  information  regarding  registrants  that  file  electronically  with the
Commission. Such reports, proxy and information statements and other information
may be found on the Commission's  site address,  http://www.sec.gov.  The Common
Stock is listed on the NYSE.  Such  reports,  proxy  solicitation  materials and
other  information  can also be  inspected  and  copied  at the NYSE at 20 Broad
Street, New York, New York 10005.

      The Company has filed with the Commission  registration statements on Form
S-4 (herein,  together  with all  amendments  and  exhibits,  referred to as the
"Registration Statements") under the Securities Act with respect to the offering
made hereby.  This  Prospectus does not contain all of the information set forth
in the  Registration  Statements,  certain  portions  of which  are  omitted  in
accordance  with the rules and  regulations of the  Commission.  Such additional
information  may  be  obtained  from  the   Commission's   principal  office  in
Washington,  D.C. as set forth  above.  For further  information,  reference  is
hereby made to the  Registration  Statements,  including the exhibits filed as a
part  thereof  or  otherwise  incorporated  herein.   Statements  made  in  this
Prospectus as to the contents of any documents  referred to are not  necessarily
complete,  and in each  instance  reference  is made to such  exhibit for a more
complete description and each such statement is modified in its entirety by such
reference.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following  documents  filed by the Company (File No. 1-10728) with the
Commission  pursuant to the Exchange Act are  incorporated by reference  herein:
the  Company's  Annual  Report on Form 10-K for the fiscal  year ended March 31,
1997; the Company's  Quarterly  Reports for the quarters ended June 30, 1997 (as
amended on Form 10-Q/A  dated  August 22,  1997) and  September  30,  1997;  the
Company's  Current Reports on Form 8-K dated August 4, 1997,  September 17, 1997
and September 19, 1997; and the description of the Common Stock contained in the
Company's Registration Statement on Form 8-A, as the same may be amended.

      All documents and reports  subsequently  filed by the Company  pursuant to
Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the  termination of the offering made by this Prospectus
shall be deemed to be incorporated by reference herein. Any statement  contained
herein or in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Prospectus  to  the  extent  that  a  statement   contained  herein  or  in  any
subsequently  filed  document  which  is or is  deemed  to  be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

      The Company will provide to each person to whom a copy of this  Prospectus
is delivered, upon the written or oral request of such person, without charge, a
copy of any or all of the documents that are  incorporated  herein by reference,
other than exhibits to such  information  (unless such exhibits are specifically
incorporated by reference into such  documents).  Requests should be directed to
General  Counsel,  United States Filter  Corporation,  40-004 Cook Street,  Palm
Desert, California 92211 (telephone (760) 340-0098).

                                       2


                                   THE COMPANY

      The Company is a leading global provider of industrial and municipal water
and wastewater treatment systems,  products and services, with an installed base
of systems  that the  Company  believes  is one of the  largest  worldwide.  The
Company is also a leading provider of service  deionization and outsourced water
services,  including the operation of water and wastewater  treatment systems at
customer  sites.  It is actively  involved in the  development of  privatization
initiatives for municipal  wastewater treatment facilities in the United States,
Mexico and Canada.  The Company  sells  equipment  and provides  services to its
customers through more than 450 locations throughout the world. The Company also
markets a broad line of water  distribution  and sewer and stormwater  equipment
and supplies through a network of over 110 service centers in the United States.
In  addition,  the Company  sells,  installs  and services a wide range of water
treatment and water-related products for the residential and consumer markets.

      The  Company's  principal  executive  offices  are  located at 40-004 Cook
Street,  Palm  Desert,  California  92211,  and its  telephone  number  is (760)
340-0098.  References  herein  to the  Company  refer to  United  States  Filter
Corporation and its subsidiaries, unless the context requires otherwise.



                                  RISK FACTORS

      PROSPECTIVE  INVESTORS  SHOULD  CONSIDER  CAREFULLY THE FOLLOWING  FACTORS
RELATING TO THE BUSINESS OF THE COMPANY, TOGETHER WITH THE OTHER INFORMATION AND
FINANCIAL DATA INCLUDED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS,  BEFORE
ACQUIRING THE SECURITIES OFFERED HEREBY.  INFORMATION  CONTAINED OR INCORPORATED
BY REFERENCE IN THIS PROSPECTUS INCLUDES "FORWARD-LOOKING  STATEMENTS" WHICH CAN
BE  IDENTIFIED BY THE USE OF  FORWARD-LOOKING  TERMINOLOGY  SUCH AS  "BELIEVES,"
"CONTEMPLATES,"   "EXPECTS,"  "MAY,"  "WILL,"  "COULD,"   "SHOULD,"  "WOULD"  OR
"ANTICIPATES" OR THE NEGATIVE THEREOF OR OTHER VARIATIONS  THEREON OR COMPARABLE
TERMINOLOGY.  NO ASSURANCE CAN BE GIVEN THAT THE FUTURE  RESULTS  COVERED BY THE
FORWARD-LOOKING  STATEMENTS WILL BE ACHIEVED.  THE FOLLOWING MATTERS  CONSTITUTE
CAUTIONARY  STATEMENTS  IDENTIFYING  IMPORTANT  FACTORS  WITH  RESPECT  TO  SUCH
FORWARD-LOOKING  STATEMENTS,  INCLUDING  CERTAIN RISKS AND  UNCERTAINTIES,  THAT
COULD CAUSE ACTUAL RESULTS TO VARY MATERIALLY FROM THE FUTURE RESULTS COVERED IN
SUCH FORWARD-LOOKING  STATEMENTS.  OTHER FACTORS COULD ALSO CAUSE ACTUAL RESULTS
TO VARY  MATERIALLY  FROM THE FUTURE  RESULTS  COVERED  IN SUCH  FORWARD-LOOKING
STATEMENTS,  INCLUDING  THOSE WHICH MAY BE SET FORTH FROM TIME TO TIME UNDER THE
CAPTION "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS - CERTAIN TRENDS AND UNCERTAINTIES" IN FILINGS MADE BY THE COMPANY
UNDER THE EXCHANGE ACT.


ACQUISITION STRATEGY

      In pursuit of its  strategic  objective  of becoming  the  leading  global
single-source  provider of water and wastewater  treatment systems and services,
the Company has, since 1991, acquired and successfully  integrated more than 100
United States based and  international  businesses with strong market  positions
and substantial water and wastewater treatment  expertise.  The Company plans to
continue  to pursue  acquisitions  that  expand  the  segments  of the water and
wastewater  treatment and  water-related  industries  in which it  participates,
complement its technologies, products or services, broaden its customer base and
geographic areas served and/or expand its global  distribution  network, as well
as  acquisitions  which  provide  opportunities  to further  and  implement  the
Company's  one  stop  shop  approach  in terms of  technology,  distribution  or
service. The Company's acquisition strategy entails the potential risks inherent
in assessing the value, strengths,  weaknesses,  contingent or other liabilities
and potential  profitability  of acquisition  candidates and in integrating  the
operations  of  acquired  companies.  Although  the Company  generally  has been
successful  in  pursuing  these  acquisitions,  there can be no  assurance  that
acquisition  opportunities will continue to be available,  that the Company will
have access to the capital required to finance potential acquisitions,  that the
Company will continue to acquire  businesses or that any business  acquired will
be integrated successfully or prove profitable.

                                       3


INTERNATIONAL TRANSACTIONS

      The Company has made and expects it will continue to make acquisitions and
expects to obtain  contracts in markets  outside the United States.  While these
activities  may  provide  important  opportunities  for the Company to offer its
products and  services  internationally,  they also entail the risks  associated
with  conducting  business  internationally,  including  the  risk  of  currency
fluctuations,  slower payment of invoices,  nationalization and possible social,
political and economic instability.


RELIANCE ON KEY PERSONNEL

      The Company's  operations are dependent on the continued efforts of senior
management,  in particular  Richard J. Heckmann,  the Company's  Chairman of the
Board,  President and Chief  Executive  Officer.  The Company does not presently
have employment agreements with most members of senior management, including Mr.
Heckmann.  Should any of the senior managers be unable or choose not to continue
in their present roles, the Company's prospects could be adversely affected.


PROFITABILITY OF FIXED PRICE CONTRACTS

      A significant  portion of the Company's revenues are generated under fixed
price  contracts.  To the extent that  original cost  estimates are  inaccurate,
costs to complete  increase,  delivery schedules are delayed or progress under a
contract is otherwise  impeded,  revenue  recognition and  profitability  from a
particular  contract may be adversely  affected.  The Company  routinely records
upward or downward  adjustments  with  respect to fixed price  contracts  due to
changes  in  estimates  of costs to  complete  such  contracts.  There can be no
assurance that future downward adjustments will not be material.


CYCLICALITY AND SEASONALITY

      The sale of capital  equipment  within  the water  treatment  industry  is
cyclical and influenced by various economic factors including interest rates and
general  fluctuations  of the  business  cycle.  A  significant  portion  of the
Company's  revenues are derived from capital equipment sales.  While the Company
sells  capital  equipment  to  customers  in  diverse  industries  and in global
markets,  cyclicality  of capital  equipment  sales and  instability  of general
economic  conditions could have an adverse effect on the Company's  revenues and
profitability.

      The sale of water and  wastewater  distribution  equipment and supplies is
also cyclical and  influenced by various  economic  factors  including  interest
rates, land development and housing construction  industry cycles. Sales of such
equipment  and  supplies are also  subject to seasonal  fluctuation  in northern
climates.  The sale of water and wastewater  distribution equipment and supplies
is  a  significant   component  of  the  Company's  business.   Cyclicality  and
seasonality  of water and wastewater  distribution  equipment and supplies sales
could have an adverse effect on the Company's revenues and profitability.


POTENTIAL ENVIRONMENTAL RISKS

      The Company's business and products may be significantly influenced by the
constantly  changing body of environmental  laws and regulations,  which require
that certain environmental standards be met and impose liability for the failure
to comply with such  standards.  The Company is also  subject to inherent  risks
associated with  environmental  conditions at facilities owned, and the state of
compliance with environmental laws, by businesses acquired by the Company. While
the  Company  endeavors  at each of its  facilities  to assure  compliance  with
environmental laws and regulations, there can be no assurance that the Company's
operations or  activities,  or historical  operations by others at the Company's
locations, will not result in cleanup obligations, civil or criminal enforcement
actions or private  actions  that  could have a material  adverse  effect on the
Company.  In  that  regard,   

                                       4



United States federal and state environmental regulatory authorities have issued
certain  notices  of  violation  related  to  alleged  multiple   violations  of
applicable wastewater pretreatment standards by a wholly owned subsidiary of the
Company at a Connecticut ion exchange resin  regeneration  facility  acquired by
the Company in October 1995 from Anjou International Company ("Anjou").  A grand
jury investigation is pending which is believed to relate to the same conditions
that were the  subject of the  notices of  violation.  The  Company  has certain
rights of  indemnification  from Anjou which may be  available  with  respect to
these matters.  In addition,  the Company's  activities as owner and operator of
certain  hazardous  waste  treatment  and  recovery  facilities  are  subject to
stringent  laws  and  regulations  and  compliance  reviews.  Failure  of  these
facilities to comply with those  regulations  could result in substantial  fines
and the suspension or revocation of the facility's  hazardous  waste permit.  In
other matters,  the Company has been notified by the United States Environmental
Protection  Agency  that  it  is  a  potentially  responsible  party  under  the
Comprehensive  Environmental Response,  Compensation,  and Liability Act of 1980
("CERCLA") at certain sites to which the Company or its  predecessors  allegedly
sent waste in the past. It is possible that the Company could receive other such
notices under CERCLA or analogous state laws in the future. The Company does not
believe that its liability,  if any,  relating to such matters will be material.
However,  there can be no assurance  that such matters will not be material.  In
addition,  to some extent,  the liabilities  and risks imposed by  environmental
laws on the Company's  customers may adversely  impact demand for certain of the
Company's  products or services or impose greater  liabilities  and risks on the
Company, which could also have an adverse effect on the Company's competitive or
financial position.


COMPETITION

      All of the markets in which the Company  competes are highly  competitive.
Due to the nature of these markets,  many of which are fragmented and include an
array of  different  sources of  competition,  the Company  knows of no reliable
statistics  that provide a basis from which to estimate the  Company's  relative
competitive  position.  There are  competitors of the Company in certain markets
that are divisions or subsidiaries  of large  companies that have  significantly
greater  resources than the Company.  In connection  with the marketing of water
distribution  equipment and supplies, the Company competes not only with a large
number of independent  wholesalers and with other distribution chains similar to
the Company, but also with manufacturers who sell directly to customers.  In the
residential  water market,  the Company  competes with  companies  with national
distribution  networks,   businesses  with  regional  scope  and  local  product
assemblers or service companies, as well as retail outlets. The Company believes
that there are thousands of participants in the household water market.


POTENTIAL RISKS RELATED TO WATER RIGHTS AND WATER TRANSFERS

      The Company recently  acquired more than 47,000 acres of agricultural land
(the "Properties"),  situated in the Southwestern United States, the substantial
majority  of which are in Imperial  County,  California  (the "IID  Properties")
located within the Imperial Irrigation  District (the "IID").  Substantially all
of the  Properties  are currently  leased to third party  agricultural  tenants,
including  prior owners of the Properties.  The Company  acquired the Properties
with appurtenant  water rights,  and is actively  seeking to acquire  additional
properties with water rights,  primarily in the  Southwestern and Western United
States.  The Company may seek in the future to transfer  water  attributable  to
water rights appurtenant to the Properties, particularly the IID Properties (the
"IID  Water").  However,  since the IID holds  title to all of the water  rights
within the IID in trust for the landowners, the IID would control the timing and
terms of any  transfers of IID Water by the  Company.  The  circumstances  under
which transfers of water can be made and the  profitability of any transfers are
subject to significant  uncertainties,  including  hydrologic  risks of variable
water  supplies,  risks  presented by  allocations  of water under  existing and
prospective  priorities,  and risks of adverse changes to or  interpretations of
United States federal, state and local laws, regulations and policies. Transfers
of IID Water attributable to water rights appurtenant to the IID Properties (the
"IID Water  Rights") are subject to  additional  uncertainties.  Allocations  of
Colorado  River water,  which is the source of all water  deliveries  to the IID
Properties,  are subject to limitations  under complex  international  treaties,
interstate compacts,  United States federal and state laws and regulations,  and
contractual  arrangements  and, in times of drought,  water  deliveries could be
curtailed by the United States government.  Further,  any transfers of IID Water
would require the approval of the United States Secretary of the Interior.  Even
if a transfer were approved,  other  

                                       5


California  water  districts  and users could assert  claims  adverse to the IID
Water  Rights,  including  but not  limited to claims that the IID has failed to
satisfy  United States federal law and  California  constitutional  requirements
that IID Water must be put to reasonable and beneficial  use. A finding that the
IID's water use is unreasonable or nonbeneficial could adversely impact title to
IID Water Rights and the ability to transfer IID Water. Water transferred by the
IID to metropolitan  areas of Southern  California,  such as San Diego, would be
transported  through  aqueducts  owned or controlled by the  Metropolitan  Water
District, a  quasi-governmental  agency (the "MWD"). The transportation cost for
any  transfer of IID Water and the volume of water which the MWD can be required
to  transport  at  any  time  are  subject  to  California   laws  of  uncertain
application,   some  aspects  of  which  are   currently  in   litigation.   The
uncertainties  associated with water rights could have a material adverse effect
on the Company's profitability.


TECHNOLOGICAL AND REGULATORY CHANGE

      The water and wastewater  treatment  business is characterized by changing
technology, competitively imposed process standards and regulatory requirements,
each of which  influences  the demand for the  Company's  products and services.
Changes in  regulatory  or  industrial  requirements  may render  certain of the
Company's treatment products and processes obsolete.  Acceptance of new products
may also be affected by the  adoption of new  government  regulations  requiring
stricter  standards.  The Company's ability to anticipate  changes in technology
and  regulatory  standards  and to develop  successfully  and  introduce new and
enhanced  products  on a  timely  basis  will  be a  significant  factor  in the
Company's ability to grow and to remain  competitive.  There can be no assurance
that the Company will be able to achieve the technological  advances that may be
necessary for it to remain  competitive or that certain of its products will not
become  obsolete.  In  addition,  the Company is subject to the risks  generally
associated with new product  introductions and  applications,  including lack of
market  acceptance,  delays in  development  or failure of  products  to operate
properly.


MUNICIPAL AND WASTEWATER MARKET

      A  significant  percentage  of the  Company's  revenues  is  derived  from
municipal customers.  While municipalities  represent an important market in the
water and wastewater  treatment  industry,  contractor  selection  processes and
funding for projects in the municipal sector entail certain additional risks not
typically encountered with industrial customers.  Competition for selection of a
municipal contractor typically occurs through a formal bidding process which can
require the  commitment  of  significant  resources  and greater lead times than
industrial  projects.  In addition,  demand in the municipal market is dependent
upon the availability of funding at the local level, which may be the subject of
increasing pressure as local governments are expected to bear a greater share of
the cost of public services.


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  25, 1997 by security
holders of the  Company,  including:  (i) up to  3,646,783  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),  or sold
from time to time in accordance  with Rule 144(k) under the Securities Act; (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 Company's 4-1/2%
Convertible  Subordinated  Notes due 2001 at a  conversion  price of $39.50  per
share of Common Stock; (iv) 1,200,000 shares issuable upon exercise of warrants,
600,000  at an  exercise  price of $50.00 per share and  600,000 at an  exercise
price of $60.00 per share,  in each case  expiring  on  September  17,  2007 and
exercisable  at any time  after  the  first  sale of  water  from  water  rights
appurtenant to the Properties (the "Warrants"); (v) 2,719,618 outstanding shares
that are currently registered for sale under the Securities Act, pursuant to one
shelf registration  statement;  and (vi) 8,496,157  outstanding shares which 

                                       6


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,  of which such rights as to 8,000,000 shares are not exercisable  until
February 17, 2000.


                                RESALES OF SHARES

      With the consent of the Company,  this  Prospectus  may be used by Selling
Stockholders  who have  received  or will  receive  Shares  in  connection  with
acquisitions and who may wish to sell such Shares under circumstances  requiring
or  making  desirable  its  use.  The  Company  may  consent  to the use of this
Prospectus by Selling  Stockholders  for a limited period of time and subject to
limitations and conditions which may be varied by agreement  between the Company
and one or more  Selling  Stockholders.  Agreements  with  Selling  Stockholders
permitting  use of this  Prospectus  may  provide  that an offering of Shares be
effected in an orderly manner through  securities  dealers,  acting as broker or
dealer,  selected by the Company;  that Selling  Stockholders enter into custody
agreements with one or more banks with respect to such Shares; and that sales be
made  only by one or more  of the  methods  described  in  this  Prospectus,  as
appropriately supplemented or amended when required. Other than in circumstances
where the Company may receive certain benefits in connection with price guaranty
arrangements,  the Company will not receive any of the proceeds from any sale of
Shares offered hereby by a Selling Stockholder.

      Shares  may be  sold  by  Selling  Stockholders  hereunder  on one or more
exchanges or otherwise; directly to purchasers in negotiated transactions; by or
through brokers or dealers,  in ordinary brokerage  transactions or transactions
in which the broker solicits purchasers;  in block trades in which the broker or
dealer  will  attempt  to sell  Shares as agent but may  position  and  resell a
portion of the block as principal;  in  transactions in which a broker or dealer
purchases as principal for resale for its own account;  through  underwriters or
agents; or in any combination of the foregoing methods.  Shares may be sold at a
fixed offering price,  which may be changed,  at the prevailing  market price at
the time of sale,  at  prices  related  to such  prevailing  market  price or at
negotiated prices. Any brokers, dealers,  underwriters or agents may arrange for
others to participate in any such  transaction  and may receive  compensation in
the form of discounts,  commissions  or  concessions  from Selling  Stockholders
and/or the purchasers of Shares. The proceeds to a Selling  Stockholder from any
sale of Shares will be net of any such  compensation  and of any  expenses to be
borne by the Selling  Stockholder.  If  required  at the time that a  particular
offer of Shares is made, a supplement to this  Prospectus will be delivered that
describes any material arrangements for the distribution of Shares and the terms
of the offering,  including,  without limitation, the names of any underwriters,
brokers,  dealers or agents and any discounts,  commissions  or concessions  and
other items constituting compensation from the Selling Stockholder.

      Selling Stockholders and any brokers, dealers, underwriters or agents that
participate  with a Selling  Stockholder  in the  distribution  of Shares may be
deemed to be  "underwriters"  within the meaning of the Securities Act, in which
event any discounts,  commissions  or concessions  received by any such brokers,
dealers,  underwriters  or agents  and any  profit on the  resale of the  Shares
purchased  by them may be deemed to be  underwriting  commissions  or  discounts
under the Securities Act.

      The Company may agree to indemnify  Selling  Stockholders  and/or any such
brokers,  dealers,  underwriters  or agents against  certain civil  liabilities,
including  liabilities  under the  Securities  Act,  and to  reimburse  them for
certain expenses in connection with the offering and sale of Shares.

      Selling  Stockholders may also offer shares of Common Stock issued in past
and  future   acquisitions  by  means  of  prospectuses  under  other  available
registration   statements  or  pursuant  to  exemptions  from  the  registration
requirements of the Securities Act,  including sales which meet the requirements
of Rule 144 or Rule 145(d) under the Securities Act.


                                       7


                          DESCRIPTION OF CAPITAL STOCK

GENERAL

      As of November 25, 1997, the Company was  authorized to issue  300,000,000
shares of Common Stock,  par value $.01 per share,  of which  95,539,684  shares
were issued and outstanding,  and 3,000,000 shares of preferred stock, par value
$.10 per share,  of which  none were  issued and  outstanding.  Of the  unissued
shares of the Company Common Stock,  7,636,364 shares were reserved for issuance
upon  conversion of the Company's 6%  Convertible  Subordinated  Notes due 2005,
9,113,924  shares were  reserved for issuance  upon  conversion of the Company's
4-1/2% Convertible  Subordinated Notes due 2001,  1,200,000 shares were reserved
for issuance  upon exercise of the Warrants  expiring  September 17, 2007 and an
aggregate  of 2,910,326  shares were  reserved  for  issuance  upon  exercise of
options  either  outstanding  or available for grant under the  Company's  stock
option plans for employees and directors.


COMMON  STOCK

      The holders of Common  Stock are  entitled to one vote for each share held
of record by them on all  matters  to be voted on by  stockholders.  There is no
cumulative  voting with respect to the election of directors;  thus, the holders
of shares having more than 50% of the  Company's  voting power  (including  both
common and voting preferred shares, if any) voting for the election of directors
can elect all of the  directors.  The  holders of Common  Stock are  entitled to
receive  dividends  when,  as and if declared by the Board of  Directors  out of
funds  legally  available  therefor,  subject to the prior  rights of  preferred
stockholders.  In the event of  liquidation,  dissolution  or  winding up of the
Company's affairs,  the holders of Common Stock are entitled to share ratably in
all  assets  remaining  available  for  distribution  to them  after  payment of
liabilities and after provision has been made for each class of stock, including
any  preferred  stock,  that has  preference  over the Common  Stock.  Except as
described  below  under  "Stock  Purchase  Rights,"  holders of shares of Common
Stock, as such, have no conversion, preemptive or other subscription rights, and
there are no  redemption  or sinking fund  provisions  applicable  to the Common
Stock.

      The Company  currently intends to retain earnings to provide funds for the
operation  and  expansion of its business and  accordingly  does not  anticipate
paying cash dividends on the Common Stock in the foreseeable future. Any payment
of cash  dividends  on the  Common  Stock in the  future  will  depend  upon the
Company's financial  condition,  earnings,  capital  requirements and such other
factors as the Board of Directors deems relevant.


PREFERRED  STOCK

      Shares of preferred stock may be issued without stockholder approval.  The
Board of Directors is  authorized to issue such shares in one or more series and
to fix the rights,  preferences,  privileges,  qualifications,  limitations  and
restrictions  thereof,  including dividend rights and rates,  conversion rights,
voting rights, terms of redemption,  redemption prices,  liquidation preferences
and the  number of shares  constituting  any series or the  designation  of such
series,  without  any vote or action by the  stockholders.  The  Company  has no
current plans for the issuance of any shares of preferred  stock.  Any preferred
stock to be issued could rank prior to the Common Stock with respect to dividend
rights and rights of liquidation.  The Board of Directors,  without  stockholder
approval, may issue preferred stock with voting and conversion rights that could
adversely  affect  the  voting  power of  holders  of  Common  Stock  or  create
impediments to persons seeking to gain control of the Company.


STOCK PURCHASE RIGHTS

      Laidlaw,  which, as of November 21, 1997, held 3,646,783  shares of Common
Stock, has certain rights to purchase voting  securities of the Company in order
to maintain its percentage voting interest. Except in connection with mergers or
other  acquisitions  or in the ordinary course under an employee stock option or
stock bonus plan,  in the event the Company  proposes to sell or issue shares of
voting securities,  Laidlaw has the right to purchase,  on the same terms as the
proposed sale or issuance,  that number of shares or rights as will maintain its
percentage  interest  in the voting  securities  of the  Company,  assuming  the
conversion of all convertible securities and the exercise of all

                                       8


options and warrants then outstanding.  In addition,  Laidlaw has other purchase
rights with respect to sales or issuances of securities by the Company at prices
below  85% of  current  market  price  at the  time of sale or  issuance  or the
prevailing customary price for such securities or their equivalent.


CERTAIN VOTING ARRANGEMENTS

      Pursuant to the agreements whereby the Company acquired Smogless S.p.A. in
September  1994,  Laidlaw  has  agreed  to vote all  shares  owned by it for the
nominees of the  Company's  Board for  election  to the Board,  and on all other
matters  in the same  proportion  as the votes  cast by other  holders of voting
securities,  other than those that relate to any business combination or similar
transaction  involving the Company or any amendment to the Company's Certificate
of Incorporation (the "Company Certificate") or By-laws.

      Pursuant to the agreement  whereby the Company  acquired the Properties in
exchange  for  8,000,000  shares of Company  Common  Stock and the  Warrants  in
September  1997,  the Company has agreed,  so long as the parties  from whom the
Properties  were acquired  (the  "Parties")  own at least 5% of the  outstanding
Company  Common  Stock,  to  nominate a person  designated  by the  Parties  for
election  to the  Company  Board (the  "Designee").  If a vacancy  occurs in the
Company's  Board  of  Directors  while  the  Parties  own at least 7 1/2% of the
outstanding Company Common Stock and such vacancy is the result of the cessation
to serve of a non-employee  director of the Company (other than the cessation of
service of a Designee, which vacancy shall be filled with a successor Designee),
the Parties must also  approve the filling of such  vacancy.  In  addition,  the
Parties  have  agreed  to vote  all  shares  owned by them as  recommended  by a
majority of the members of the Company's Board of Directors, except with respect
to certain fundamental transactions,  transactions involving the issuance by the
Company of Company  Common  Stock  representing  20% or more of the  outstanding
Company Common Stock (or equivalents) or amendment of the Company Certificate or
By-laws.


CERTAIN CHARTER AND BY-LAW PROVISIONS

      The Company  Certificate places certain  restrictions on the voting rights
of a "Related  Person," defined therein as any person who directly or indirectly
owns 5% or more of the outstanding voting stock of the Company. The founders and
the  original  directors  of the Company are  excluded  from the  definition  of
"Related Persons," as are seven named individuals including Richard J. Heckmann,
the Chairman of the Board, President and Chief Executive Officer of the Company.
These voting restrictions apply in two situations. First, the vote of a director
who is  also a  Related  Person  is not  counted  in the  vote of the  Board  of
Directors to call a meeting of  stockholders  where that meeting will consider a
proposal made by the Related  Person  director.  Second,  any  amendments to the
Company  Certificate  that relate to specified  Articles  therein (those dealing
with corporate governance, limitation of director liability or amendments to the
Company  Certificate),  in addition to being  approved by the Board of Directors
and a majority of the Company's  outstanding voting stock, must also be approved
by either (i) a majority of directors who are not Related  Persons,  or (ii) the
holders of at least 80% of the Company's outstanding voting stock, provided that
if the change was proposed by or on behalf of a Related Person, then approval by
the holders of a majority of the  outstanding  voting  stock not held by Related
Persons is also required.  In addition,  any amendment to the Company's  By-laws
must be approved by one of the methods  specified in clauses (i) and (ii) in the
preceding sentence.

       The Company Certificate and the Company's  By-laws provide that the Board
of  Directors  shall fix the  number of  directors  and that the Board  shall be
divided into three classes,  each consisting of one-third of the total number of
directors (or as nearly as may be possible). Stockholders may not take action by
written  consent.  Meetings of  stockholders  may be called only by the Board of
Directors (or by a majority of its members).  Stockholder  proposals,  including
director  nominations,  may be considered at a meeting only if written notice of
that  proposal is  delivered to the Company from 30 to 60 days in advance of the
meeting,  or within  ten days  after  notice of the  meeting  is first  given to
stockholders.
 
                                      9


DELAWARE ANTI-TAKEOVER LAW

      Section  203 of the  Delaware  General  Corporation  Law  ("Section  203")
provides,  in  general,  that  a  stockholder  acquiring  more  than  15% of the
outstanding  voting  shares  of  a  corporation   subject  to  the  statute  (an
"Interested  Stockholder"),  but less than 85% of such shares, may not engage in
certain "Business Combinations" with the corporation for a period of three years
subsequent to the date on which the stockholder became an Interested Stockholder
unless (i) prior to such date the corporation's  board of directors has approved
either the Business  Combination  or the  transaction  in which the  stockholder
became an Interested Stockholder or (ii) the Business Combination is approved by
the  corporation's  board  of  directors  and  authorized  by a vote of at least
two-thirds of the  outstanding  voting stock of the corporation not owned by the
Interested Stockholder.

      Section 203 defines the term  "Business  Combination"  to encompass a wide
variety of transactions with or caused by an Interested Stockholder in which the
Interested  Stockholder  receives or could receive a benefit on other than a pro
rata basis with other  stockholders,  including  mergers,  certain  asset sales,
certain   issuances  of  additional   shares  to  the  Interested   Stockholder,
transactions  with the corporation that increase the  proportionate  interest of
the Interested  Stockholder or transactions in which the Interested  Stockholder
receives certain other benefits.

      These  provisions  could  have  the  effect  of  delaying,   deferring  or
preventing a change of control of the Company.  The Company's  stockholders,  by
adopting an amendment to the Company Certificate or By-laws of the Company,  may
elect not to be governed by Section 203, effective twelve months after adoption.
Neither the  Certificate nor the By-laws of the Company  currently  excludes the
Company from the restrictions imposed by Section 203.


                            VALIDITY OF COMMON STOCK

      The  validity  of the  Shares  will be  passed  upon  for the  Company  by
Kirkpatrick & Lockhart LLP, counsel to the Company.


                                     EXPERTS

      The consolidated  financial statements of United States Filter Corporation
and its  subsidiaries  as of March  31,  1996 and 1997 and for each of the three
years in the period  ended March 31, 1997 have been  incorporated  by  reference
herein and in the  registration  statement  in reliance  upon the report of KPMG
Peat Marwick LLP,  independent  certified  public  accountants,  incorporated by
reference  herein,  and upon the authority of said firm as experts in accounting
and auditing.




                                       10


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NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY  INFORMATION OR TO MAKE
ANY  REPRESENTATIONS  OTHER THAN                       6,392,742 SHARES         
THOSE    CONTAINED    IN    THIS                                             
PROSPECTUS,  AND,  IF  GIVEN  OR                                         
MADE,   SUCH    INFORMATION   OR              UNITED STATES FILTER CORPORATION  
REPRESENTATIONS   MUST   NOT  BE                                             
RELIED   UPON  AS  HAVING   BEEN                                            
AUTHORIZED. THIS PROSPECTUS DOES                         COMMON STOCK        
NOT  CONSTITUTE AN OFFER TO SELL                                            
OR THE  SOLICITATION OF AN OFFER                                    
TO BUY ANY SECURITIES OTHER THAN       
THE   SECURITIES   TO  WHICH  IT             
RELATES  OR AN  OFFER TO SELL OR     
THE  SOLICITATION OF AN OFFER TO               
BUY  SUCH   SECURITIES   IN  ANY       
CIRCUMSTANCES   IN  WHICH   SUCH         
OFFER   OR    SOLICITATION    IS       
UNLAWFUL.  NEITHER THE  DELIVERY   
OF THIS  PROSPECTUS NOR ANY SALE    
MADE HEREUNDER SHALL,  UNDER ANY  
CIRCUMSTANCES,     CREATE    ANY  
IMPLICATION  THAT THERE HAS BEEN    
NO CHANGE IN THE  AFFAIRS OF THE  
COMPANY SINCE THE DATE HEREOF OR                     -----------------
THAT THE  INFORMATION  CONTAINED                                                
HEREIN IS CORRECT AS OF ANY TIME                                        
SUBSEQUENT TO ITS DATE.                                 PROSPECTUS        
                                                                                
                                                                       
            -------------                            -----------------  
                                             
          TABLE OF CONTENTS                                              
                                                                             
                             PAGE              

Available Information.......... 2
Incorporation of Certain                 
  Documents by Reference....... 2
The Company.................... 3        
Risk Factors................... 3        
Resales of Shares.............. 7
Description of Capital Stock... 8
Validity of Common Stock.......10
Experts........................10                  December 23, 1997

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