PROSPECTUS                                      FILED PURSUANT TO RULE 424(b)(3)
SEPTEMBER 15, 1997                              FILE NUMBER 333-35189


                                6,783,347 SHARES

                                   [USF LOGO]

                        UNITED STATES FILTER CORPORATION

                                  COMMON STOCK
                           (PAR VALUE $.01 PER SHARE)
                            ------------------------

      This Prospectus  relates to 6,783,347  shares (the "Shares") of the Common
Stock,  par value  $.01 per share  ("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 less than 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 September
12, 1997 was $37.875 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:  The
Company's  Annual  Report on Form 10-K for the fiscal year ended March 31, 1997;
the Company's  Quarterly Report on Form 10-Q for the quarter ended June 30, 1997
(as amended on Form 10-Q/A dated August 22, 1997); the Company's  Current Report
on Form 8-K dated  August 4,  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
Section  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  distribution  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," "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 75
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 other  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
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. There are no employment agreements
between the Company and the  members of its senior  management,  except  Thierry
Reyners,  the Company's  Executive  Vice  President-European  Group and Harry K.
Hornish, Jr., the Company's Executive Vice President-Distribution  Group. 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,   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  



                                       4


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 one 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 ("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.

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.



                                       5


      A company recently  acquired by the Company,  Zimpro  Environmental,  Inc.
("Zimpro"),  is party to certain  agreements  (entered  into in 1990 at the time
Zimpro was acquired from  unrelated  third parties by the entities from which it
was later acquired by the Company), pursuant to which Zimpro agreed, among other
things, to pay the original sellers a royalty of 3.0% of its annual consolidated
net sales of certain  products in excess of $35.0  million  through  October 25,
2000. Under certain  interpretations of such agreements,  with which the Company
disagrees,  Zimpro  could be liable for such  royalties  with respect to the net
sales  attributable  to  products,  systems  and  services  of  certain  defined
wastewater  treatment  businesses  acquired  by  Zimpro  or the  Company  or the
Company's other subsidiaries after May 31, 1996. The defined businesses include,
among  others,   manufacturing   machinery  and  equipment,   and   engineering,
installation,  operation  and  maintenance  services  related  thereto,  for the
treatment  and  disposal of waste  liquids,  toxic waste and sludge.  One of the
prior sellers has revealed in a letter to the Company an interpretation contrary
to that of the  Company.  The Company  believes  that it would have  meritorious
defenses to any claim based upon any such  interpretation  and would  vigorously
pursue  the  elimination  of any  threat to expand  what it  believes  to be its
obligations pursuant to such agreements.

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  September  2, 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 at a  conversion  price of $39.50  per share of
Common Stock; (iv) 2,719,618  outstanding  shares that are currently  registered
for sale under the Securities Act, pursuant to one shelf registration statement;
and (v) 496,157  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. In addition, subject to various conditions, the
Company has agreed in exchange  for certain  partnership  interests  to issue an
aggregate  of 8,000,000  shares of Common  Stock,  assuming the Average  Trading
Price of the Common Stock (as defined in the  Agreement for Purchase and Sale of
Partnership  Interests) is at least $25.05 and not greater than $37.575.  If the
Average Trading Price is less than $25.05 or greater than $37.575, the number of
shares  issued would be increased or decreased  proportionately  to reflect such
price.  The holders (the  "Holders")  of such shares  would have certain  rights
after the shares have been held for 29 months to request the Company to register
them for sale 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.  The Holders  would also  receive  warrants to purchase an
aggregate  of 600,000  shares of Common  Stock at $50.00  per share and  600,000
shares of Common  Stock at $60.00 per share,  such  warrants  expiring ten years
after  consummation  of  the  acquisition  of  the  partnership   interests  and
exercisable  at any time  after  the  first  sale of  water  from  water  rights
appurtenant to properties of the acquired partnerships.


                                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 



                                       6


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,  which may  include  Donaldson,  Lufkin & Jenrette
Securities   Corporation   ("DLJ"),   in  ordinary  brokerage   transactions  or
transactions in which the broker solicits  purchasers;  in block trades in which
the broker or dealer,  which may  include  DLJ,  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,  which may include DLJ,  purchases as
principal for resale for its own account;  through underwriters or agents, which
may include DLJ; 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,  including
DLJ,  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,  which may
include  DLJ,  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.


                          DESCRIPTION OF CAPITAL STOCK

GENERAL

      As of September 4, 1997, the Company was  authorized to issue  300,000,000
shares of Common Stock,  par value $.01 per share,  of which  82,877,302  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 and an  aggregate  of  6,461,280
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



                                       7


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.  In  addition,  under the
Company's  credit  agreement  with lenders for whom The First  National  Bank of
Boston is acting as Managing Agent, no dividends may be paid on the Common Stock
without  the consent of the  lenders  whose  lending  commitments  constitute  a
majority of the lending commitments thereunder.

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 September 2, 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 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 "Certificate") or Bylaws.

CERTAIN CHARTER AND BYLAW PROVISIONS

      The  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 



                                       8


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
Certificate  that relate to  specified  Articles  therein  (those  dealing  with
corporate  governance,  limitation  of director  liability or  amendments to the
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  Bylaws
must be approved by one of the methods  specified in clauses (i) and (ii) in the
preceding sentence.

      The  Certificate  and the  Company's  Bylaws  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.

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 Certificate or Bylaws of the Company, may elect not
to be governed by Section 203,  effective twelve months after adoption.  Neither
the  Certificate  nor the Bylaws 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 Damian
C. Georgino,  Senior Vice President,  General Counsel and Corporate Secretary of
the Company.  Mr. Georgino  presently  holds 100 shares of the Company's  Common
Stock and options granted under the Company's 1991 Employee Stock Option Plan to
purchase an aggregate of 37,500 shares of Common Stock.


                                       9




                   INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

      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 are incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent  certified public
accountants,  given on the authority of said firm as experts in  accounting  and
auditing.




                                       10




=====================================  =======================================

      No person has been  authorized               6,783,347 Shares
to give any  information  or to make
any   representations   other   than
those contained in this  Prospectus,
and,   if  given   or   made,   such
information or representations  must
not be relied  upon as  having  been                 [USF LOGO]
authorized.   This  Prospectus  does
not  constitute  an offer to sell or
the  solicitation of an offer to buy
any   securities   other   than  the               United States
securities  to which it  relates  or             Filter Corporation
an    offer    to    sell   or   the
solicitation  of  an  offer  to  buy
such      securities      in     any                 Common Stock
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.
                                                   
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          TABLE OF CONTENTS
                                                  
                                PAGE                ----------------
                                                                    
Available Information..............2                                
Incorporation of Certain Documents                     PROSPECTUS   
  by Reference.................... 2                                
The Company........................3                ----------------
Risk Factors.......................3                                
Resales of Shares..................6               
Description of Capital Stock.......7
Validity of Common Stock...........9
Independent Certified Public
Accountants.......................10




                                                 September 15, 1997
=====================================  =======================================