Filed pursuant to Rule
                                                                     424(b)(3)
                                                   Registration No.  333-23881

PROSPECTUS SUPPLEMENT
(To Prospectus dated April 2, 1997)
April 30, 1997

                        UNITED STATES FILTER CORPORATION

      This  Supplement is a part of the Prospectus  dated April 2, 1997 relating
to  6,446,090  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  April  30,  1997,  the  Company  acquired  Chester   Engineers,   Inc.
("Chester")  from Duquesne  Enterprises,  Inc. (the  "Selling  Stockholder"),  a
wholly-owned  subsidiary  of DQE Inc.  ("DQE").  Chester  designs and  engineers
wastewater treatment systems, principally for the municipal market. For the year
ended  December  31,  1996,  Chester  generated  approximately  $47  million  of
revenues.

      The  consideration  for the acquisition of Chester was 1,411,382 shares of
Common Stock of the Company  (the  "Shares") and $400,000 in cash.  The Selling
Stockholder intends to sell all of the Shares received by it, constituting 
approximately 1.8% of the shares of Common Stock outstanding on April 15, 1997, 
pursuant to this Prospectus and the Registration Statement of which it is a 
part.

      The  Company  has  consented  to  use  of the  Prospectus  by the  Selling
Stockholder. The Selling Stockholder has agreed that any sales of Shares will be
made only through Donaldson,  Lufkin & Jenrette Securities Corporation,  or such
other investment  banking firm as may be reasonably  satisfactory to the Selling
Stockholder  and that the Shares will not be disposed of in any manner  which is
materially disruptive to the market for the Common Stock.

                                  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 April 30,  1997 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  Company's 4 1/2%  Convertible  Subordinated  Notes at a
conversion price of $39.50 per share of Common Stock; (iv) 5,035,977 outstanding
shares that are currently  registered for sale under the Securities Act of 1933,
as  amended  (the  "Securities  Act"),  pursuant  to  three  shelf  registration
statements; and (v) 2,780,522 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 4,454,115  shares which may be issuable by the Company from time
to time in connection with acquisitions of businesses from third parties.