SECURITIES AND EXCHANGE COMMISSION


                           Washington, D.C. 20549


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                                 FORM 8-A/A

                              Amendment No. 1


             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
                  PURSUANT TO SECTION 12(b) OR (g) OF THE 
                      SECURITIES EXCHANGE ACT OF 1934


                      United States Filter Corporation                     
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           (Exact name of registrant as specified in its charter) 


           Delaware                                 33-0266015              
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 (State of Incorporation or Organization)          (IRS Employer 
                                                 Identification No.) 


  40-004 Cook Street, Palm Desert, CA                        92211          
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 (Address of principal executive offices)                  (Zip Code) 


 Securities to be registered pursuant to Section 12(b) of the Act:

                                              Name of each exchange 
                Title of each class           on which each class is 
                to be so registered           to be registered     
                -------------------           ----------------------

                Preferred Stock Purchase      New York Stock Exchange 
                  Rights 


 Securities to be registered pursuant to Section 12(g) of the Act:

                                    None                                   
- ----------------------------------------------------------------------------
                              (Title of Class)


           The undersigned registrant hereby amends the following item of
 its Registration Statement on Form 8-A dated December 2, 1998 for its
 Preferred Stock Purchase Rights as follows:

           Item 1. Description of Registrant's Securities to be Registered
 has been amended to correct the record date and is restated in its
 entirety as follows:

 ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
           -------------------------------------------------------

           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 for 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 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, the issuance of which has
been preapproved by the Commission, and/or (ii) 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-thousandth 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.

           As of September 30, 1998, there were 170,275,000 shares of
 Common Stock of the Company outstanding and 119,129 shares of Common Stock
 of the Company in the treasury. As of September 30, 1998, options to
 purchase 8,686,602 shares of Common Stock were outstanding. Each share of
 Common Stock of the Company outstanding at the close of business on
 November 27, 1998, will receive one Right. So long as the Rights are
 attached to the Common Stock, one additional Right (as such number may be
 adjusted pursuant to the provisions of the Rights Agreement) shall be
 deemed to be delivered for each share of Common Stock issued or
 transferred by the Company in the future. In addition, following the
 Distribution Date and prior to the expiration or redemption of the Rights,
 the Company may issue Rights when it issues Common Stock only if the Board
 deems it to be necessary or appropriate, or in connection with the
 issuance of shares of Common Stock pursuant to the exercise of stock
 options or under employee plans or upon the exercise, conversion or
 exchange of certain securities of the Company. 300,000 shares of Preferred
 Stock are initially reserved for issuance upon exercise of the Rights.

           The Rights may have certain anti-takeover effects. The Rights
 will cause substantial dilution to a person or group that attempts to
 acquire the Company in a manner which causes the Rights to become discount
 Rights unless the offer is conditional on a substantial number of Rights
 being acquired. The Rights, however, should not affect any prospective
 offeror willing to make an offer at a fair price and otherwise in the best
 interests of the Company and its stockholders as determined by a majority
 of the Directors who are not affiliated with the person making the offer,
 or willing to negotiate with the Board. The Rights should not interfere
 with any merger or other business combination approved by the Board since
 the Board may, at its option, (i) at any time prior to the Distribution
 Date, amend the Rights Agreement, or (ii) at any time until ten days
 following the Stock Acquisition Date redeem all but not less than all the
 then outstanding Rights at the Redemption Price.

           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.

                                 SIGNATURE


           Pursuant to the requirements of Section 12 of the Securities
 Exchange Act of 1934, the Registrant has duly caused this registration
 statement to be signed on its behalf by the undersigned, thereunto duly
 authorized.


                               UNITED STATES FILTER CORPORATION 



 Date:  December 8,1998        By:   /s/ Damian C. Georgino    
                                  --------------------------------
                                  Name:  Damian C. Georgino 
                                  Title: Executive Vice President,
                                            General Counsel, and
                                            Corporate Secretary