SECURITIES AND EXCHANGE COMMISSION 
  
                          Washington, D.C.  20549 
  
  
                             __________________ 
  
  
                                  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): November 27, 1998 
  
  
  
                      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 8

 ITEM 5.   OTHER EVENTS. 
  
 I.   Adoption of Rights Plan 
  
           On November 12, 1998, the Board of Directors of United States
 Filter Corporation (the "Company") declared, subject to certain conditions
 which were satisfied on November 27, 1998, a dividend distribution of one
 Right for each outstanding share of Common Stock to stockholders of record
 at the close of business on December 11, 1998 (the "Record Date").  Each
 Right entitles the registered holder to purchase from the Company one one-
 thousandth of a share of Series A Junior Participating Preferred Stock, par
 value $.10 per share (the "Preferred Stock"), at a Purchase Price of $80,
 subject to adjustment.  The description and terms of the Rights are set
 forth in a Rights Agreement (the "Rights Agreement") between the Company
 and The Bank of New York, as Rights Agent. 
  
           Initially, the Rights will be attached to all Common Stock
 certificates representing shares then outstanding, and no separate Rights
 Certificates will be distributed.  The Rights will separate from the Common
 Stock and a Distribution Date will occur upon the earlier of (i) ten (10)
 days following a public announcement that a person or group of affiliated
 or associated persons (an "Acquiring Person") has acquired, or obtained the
 right to acquire, beneficial ownership of fifteen percent (15%) or more of
 the outstanding shares of Common Stock(the "Stock Acquisition Date"), other
 than as a result of repurchases of stock by the Company, or (ii) ten (10)
 business days (or such later date as the Board shall determine) following
 the commencement of a tender offer or exchange offer that would result in a
 person or group becoming an Acquiring Person.  Until the Distribution Date,
 (i) the Rights will be evidenced by the Common Stock certificates and will
 be transferred with and only with such Common Stock certificates, (ii) new
 Common Stock certificates issued after the Record Date will contain a
 notation incorporating the Rights Agreement by reference and (iii) the
 surrender or transfer of any certificates for Common Stock outstanding will
 also constitute the transfer of the Rights associated with the Common Stock
 represented by such certificate.  Pursuant to the Rights Agreement, the
 Company reserves the right to require prior to the occurrence of a
 Triggering Event (as defined below) that, upon any exercise of Rights, a
 number of Rights be exercised so that only whole shares of Preferred Stock
 will be issued. 
  
           The Rights are not exercisable until the Distribution Date and
 will expire at the close of business on November 27, 2008, unless earlier
 redeemed or exchanged by the Company as described below. 
  
           As soon as practicable after the Distribution Date, Rights
 Certificates will be mailed to holders of record of the Common Stock as of
 the close of business on the Distribution Date and, thereafter, the
 separate Rights Certificates alone will represent the Rights.  Except as
 otherwise determined by the Board, only shares of Common Stock issued prior
 to the Distribution Date will be issued with Rights. 
  
           In the event that a person becomes an Acquiring Person (except
 pursuant to an offer for all outstanding shares of Common Stock that the
 independent directors determine to be fair to and not inadequate and
 otherwise in the best interests of the Company and its stockholders), each
 holder of a Right will thereafter have the right to receive, upon exercise,
 at the option of the Board of Directors, (i) Common Stock, (ii) one one-
 thousandth of a share of Series A Junior Participating Preferred Stock
 and/or (iii) cash, property or other securities of the Company, each of
 (i), (ii) and (iii) having a value equal to two times the exercise price of
 the Right.  Notwithstanding any of the foregoing, following the occurrence
 of the event set forth in this paragraph, all Rights that are, or (under
 certain circumstances specified in the Rights Agreement) were, beneficially
 owned by any Acquiring Person will be null and void.  However, Rights are
 not exercisable following the occurrence of the event set forth above until
 such time as the Rights are no longer redeemable by the Company as set
 forth below. 
  
           For example, at an exercise price of $80 per Right, each Right
 not owned by an Acquiring Person (or by certain related parties) following
 an event set forth in the preceding paragraph would entitle its holder to
 purchase $160 worth of Common Stock (or other consideration, as noted
 above) for $80.  Assuming that the Common Stock had a per share value of
 $20 at such time, the holder of each valid Right would be entitled to
 purchase 8 shares of Common Stock for $80. 
  
           In the event that, at any time following the Stock Acquisition
 Date, (i) the Company is acquired in a merger or other business combination
 transaction in which the Company is not the surviving corporation (other
 than a merger which follows an offer described in the second preceding
 paragraph), or (ii) fifty percent (50%) or more of the Company's assets,
 cash flow or earning power is sold or transferred, each holder of a Right
 (except Rights which previously have been voided as set forth above) shall
 thereafter have the right to receive, upon exercise, common stock of the
 acquiring company having a value equal to two times the exercise price of
 the Right.  The events set forth in this paragraph and in the second
 preceding paragraph are referred to as the "Triggering Events." 
  
           At any time after a person becomes an Acquiring Person and prior
 to the acquisition by such person or group of fifty percent (50%) or more
 of the outstanding Common Stock, the Board may exchange the Rights (other
 than Rights owned by such person or group which have become void), in whole
 or in part, at an exchange ratio of one share of Common Stock, or one one-
 thousandths of a share of Preferred Stock (or of a share of a class or
 series of the Company's preferred stock having equivalent rights,
 preferences and privileges), per Right (subject to adjustment). 
  
           At any time until ten (10) days following the Stock Acquisition
 Date, the Company may redeem the Rights in whole, but not in part, at a
 price of $.01 per Right (payable in cash, Common Stock or other
 consideration deemed appropriate by the Board).  Redemption of the Rights
 may also occur after November 27, 2000 through a stockholder referendum if
 the Company receives a qualifying offer from a person owning less than 5%
 of the Common Stock.  Immediately upon the action of the Board ordering
 redemption of the Rights or the effectiveness of the redemption of Rights
 pursuant to the stockholder referendum, the Rights will terminate and the
 only right of the holders of Rights will be to receive the $.01 redemption
 price. 
  
           Until a Right is exercised, the holder thereof, as such, will
 have no rights as a stockholder of the Company, including, without
 limitation, the right to vote or to receive dividends.  While the
 distribution of the Rights will not be taxable to stockholders or to the
 Company, stockholders may, depending upon the circumstances, recognize
 taxable income in the event that the Rights become exercisable for Common
 Stock, Preferred Stock or other consideration of the Company or for common
 stock of the acquiring company as set forth above. 
  
           Any of the provisions of the Rights Agreement may be amended by
 the Board prior to the Distribution Date.  After the Distribution Date, the
 provisions of the Rights Agreement may be amended by the Board in order to
 cure any ambiguity, to make changes which do not adversely affect the
 interests of holders of Rights, or to shorten or lengthen any time period
 under the Rights Agreement; provided, however, that no amendment may be
 made at such time as the Rights are not redeemable. 
  
           The independent directors will review the Rights Plan by the
 second, fifth and eighth anniversary of the Rights Plan and make
 recommendations to the Board regarding the advisability of the continued
 maintenance of the Rights Plan and propose any amendments to the Rights
 Plan that the independent directors may deem appropriate or desirable. 
  
           The Rights Agreement, dated as of November 27, 1998, between the
 Company and The Bank of New York, as Rights Agent, specifying the terms of
 the Rights and including the form of the Certificate of Designations,
 Preferences and Rights, the press release announcing the declaration of the
 Rights and a form of letter to the Company's stockholders describing the
 Rights are attached hereto as exhibits and are incorporated herein by
 reference.  The foregoing description of the Rights is qualified in its
 entirety by reference to such exhibits. 
  
  
 ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS. 
  
   4       Rights Agreement, dated as of November 27, 1998, between United
           States Filter Corporation, and The Bank of New York, as Rights
           Agent, including all exhibits thereto, incorporated herein by
           reference to Exhibit 1 to the Company's Registration Statement on
           Form 8-A, dated December 2, 1998. 
  
   20(a)   Press Release of the Company, dated November 27, 1998,
           incorporated herein by reference to Exhibit 2 to the Company's
           Registration Statement on Form 8-A, dated December 2, 1998. 
  
   20(b)   Form of letter to the Company's stockholders describing the
           Rights, incorporated herein by reference to Exhibit 3 to the
           Company's Registration Statement on Form 8-A, dated December 2,
           1998. 
  

                                 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:  December 2, 1998       By: /s/ Damian C. Georgino    
                                  ------------------------------
                                  Name:  Damian C. Georgino 
                                  Title: Executive Vice Presi
                                         dent, General Counsel 
                                         and Corporate Secre
                                         tary

                               EXHIBIT INDEX 
  
  
 Exhibit      Description                             
 -------      -----------                             

 4            Rights Agreement, dated as of
              November 27, 1998, between
              United States Filter Corporation
              and The Bank of New York, as
              Rights Agent, including all
              exhibits thereto, incorporated
              herein by reference to Exhibit 1
              to the Company's Registration
              Statement on Form 8-A, dated
              December 2, 1998.

 20(a)        Press Release of the Company,
              dated November 27, 1998,
              incorporated herein by reference
              to Exhibit 2 to the Company's
              Registration Statement on Form
              8-A, dated December 2, 1998.

 20(b)        Form of letter to the Company's
              stockholders describing the
              Rights, incorporated herein by
              reference to Exhibit 3 to the
              Company's Registration Statement
              on Form 8-A, dated December 2,
              1998.