8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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                                    FORM 8-K


              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



Date of report (date of earliest event reported): April 28, 1999



                        United States Filter Corporation
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             (Exact Name of Registrant as Specified in its Charter)


         Delaware                           1-10728             33-0266015
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(State or Other Jurisdiction             (Commission          (IRS Employer
       of Incorporation)                  File Number)       Identification No.)


  40-004 Cook Street, Palm Desert, CA                                 92211
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(Address of Principal Executive Offices)                            (Zip Code)


                                 (760) 340-0098
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                          Registrant's Telephone Number
                               Including Area Code


                                       N/A
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           Former Name or Former Address, if Changed Since Last Report


                           Exhibit Index is on Page 4


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ITEM 1.  CHANGES OF CONTROL OF REGISTRANT

         On April 28, 1999, Eau Acquisition Corp. ("Merger Sub"), a Delaware
corporation and indirect wholly-owned subsidiary of Vivendi, a societe anonyme
organized under the laws of France ("Vivendi") paid for and thereby acquired
approximately 95.7% of the Registrant's outstanding capital stock. This
acquisition was made under the terms of an Agreement and Plan of Merger by and
among Vivendi, Merger Sub and the Registrant, dated March 22, 1999, pursuant to
which Merger Sub offered to purchase for cash all outstanding shares of common
stock of the Registrant for $31.50 per share. The total consideration paid by
Merger Sub to acquire such shares was approximately $5.5 billion. The remaining
shares of outstanding common stock of the Registrant were acquired on April 29,
1999 pursuant to a short form merger of Merger Sub with and into the Registrant
in compliance with Section 253 of the Delaware General Corporation Law.

         With respect to the source of funds used to acquire such shares
reference is made to the section entitled "Item 4 - Source and Amount of Funds
or Other Consideration" in Amendment Number One, dated April 15, 1999 to the
Schedule 14D-1 filed by Merger Sub on March 26, 1999 which is incorporated
herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         99.1     Item 4 of Amendment Number 1 to Schedule 14D-1 of Merger Sub,
                  dated April 15, 1999.



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                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.


                                        UNITED STATES FILTER CORPORATION



Date:  May 10, 1999                     By: /s/ Stephen P. Stanczak
                                            -----------------------
                                        Name:  Stephen P. Stanczak
                                        Title: Executive Vice President,
                                               General Counsel and Corporate
                                               Secretary




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                                  EXHIBIT INDEX






Exhibit     Description
- -------     -----------
         
99.1        Item 4 of Amendment Number 1 to Schedule 14D-1 of Merger Sub, dated
            April 15, 1999.





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EX-99.1

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                                                                    EXHIBIT 99.1


         ITEM 4.      SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION


         Reference is hereby made to the information set forth in Section 12
("Source and Amount of Funds") of the Offer to Purchase, which is incorporated
herein by reference.

         Parent and Bayerische Landesbank Girozentrale, a credit institution
subject to German law ("BLG"), have entered into a definitive credit agreement
(the "BLG Credit Agreement") pursuant to which BLG has agreed to lend to Parent
up to 13.2 billion French francs, or the equivalent amount in Euros or U.S.
dollars based on an exchange rate specified in the Credit Agreement. The loan
matures on October 29, 1999. Amount can be drawn under the Credit Agreement with
initial interest periods (each, an "Interest Period") of one, two or three
months. The interest rate payable on amounts drawn equals (i) LIBOR for the
applicable Interest Period plus 8 basis points, if amounts drawn are in U.S.
dollars or (ii) EURIBOR for the applicable Interest Period plus 8 points, if
amounts drawn are in Euros. The loan from BLG is unsecured. The foregoing
description is qualified by reference to the full BLG Credit Agreement, an
English language translation of which is attached as Exhibit (b)(1) and is
incorporated herein by reference.

         Parent, a wholly-owned subsidiary of Parent ("Finance Sub") and Societe
Generale have entered into a definitive bond issuance and underwriting agreement
(the "SG Loan Agreement") pursuant to which Societe Generale will provide a
2.286 billion Euro loan for a period of six months following date on which funds
are made available. Such borrowing will bear an interest rate equal to the
1-month EURIBOR rate plus 8 basis points, subject to adjustment at Finance Sub's
option. The funds may be drawn by Finance Sub at any time after April 22, 1999,
subject to the terms and conditions of the SG Loan Agreement. Finance Sub will
reloan amounts borrowed under the SG Loan Agreement to Parent, and Parent will
guarantee the obligations of Finance Sub under the SG Loan Agreement. The SG
Loan Agreement is unsecured. The foregoing description is qualified by reference
to the full SG Credit Agreement,

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an English language translation of which is attached as Exhibit (b)(2) and is
incorporated herein by reference.

         On April 13, 1999, Parent announced that it would be launching an
offering of its convertible bonds with an aggregate principal amount of 2.5
billion Euros. The bonds will mature in six years, have an interest rate of 1.5%
and be convertible into shares of common stock of Parent or Vivendi Environment,
a newly formed subsidiary that Parent expects will hold the Company and certain
of its other utilities businesses. Parent expects to raise an additional 3.2
billion Euros through an equity offering of its shares which will follow the
convertible bond offering. The proceeds of the convertible bond offering and the
equity offering will be used to repay the BLG Credit Agreement and the SG Loan
Agreement and to otherwise provide funding in connection with Parent's
acquisition of the Company.