Notice of Annual Meeting of Shareholders
                               May 9, 1996



To The Shareholders of Osmonics, Inc.

      
     NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Osmonics, Inc. ("Osmonics") will be held at The Yale Club of New York
City, 50 Vanderbilt Avenue, New York, New York, on May 9, 1996 at 
9:00 a.m., and at any adjournments thereof, to consider and act upon the
following matters:

 1.  To elect two directors to serve a term of three years.

 2.  To approve an amendment to the Articles of Incorporation to 
     increase the number of authorized shares, from 20,500,000 shares 
     to 50,500,000 shares.

 3.  To transact such other business as may properly come before the
     meeting or any adjournments thereof.

     The Board of Directors has fixed the close of business on 
March 20, 1996 as the record date for the determination of shareholders
entitled to notice of, and to vote at, the meeting or any adjournments
thereof.  The accompanying Proxy Statement forms a part of this Notice. 

     You are cordially invited to attend the meeting.  Even if you plan
to attend the meeting, we urge you to sign, date and return the proxy,
which is solicited by the Board of Directors, at once in the enclosed
envelope.


                              By Order of the Board of Directors

                              Ruth Carol Spatz, Secretary




March 29, 1996



                     Proxy Statement for
               Annual Meeting of Shareholders
                        May 9, 1996

General Matters


     This Proxy Statement is furnished to shareholders in conjunction
with the solicitation by the Board of Directors of Osmonics, Inc. of
proxies for use at the Annual Meeting of Shareholders to be held on 
May 9, 1996.
     
     The record date for the determination of shareholders entitled 
to notice of and to vote at the meeting is the close of business on 
March 20, 1996.  On that date there were 12,802,582 Common shares
outstanding.  Each share is entitled to one vote.  

     If a proxy in the accompanying form is duly executed and returned,
the shares represented thereby will be voted.  Where a specification is
made on the proxy, the shares will be voted in accordance with such
specification.  When no specification is made on the proxy, the proxy
will be voted for the election as directors of the nominees named
herein, and for proposal two.  A proxy may be revoked by the shareholder
at any time prior to its being voted by giving written notice of
revocation to the Secretary of the Company, in open meeting, or by
casting a written ballot at the meeting.  Attendance at the meeting by a
shareholder will not by itself be considered revocation of the
shareholder's proxy.  

     The cost of soliciting proxies will be borne by the Company.  In
addition to solicitation by mail, officers and regular employees may
solicit proxies by telephone, telegraph or in person.  On request, the
Company will reimburse banks, brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in
sending soliciting material to the owners of the shares.

     This Proxy Statement and the accompanying materials are first being
sent to shareholders on or about March 29, 1996.

                          ELECTION OF DIRECTORS

     The present Board of Directors of Osmonics is composed of six
members.  Directors are elected for a term of three years with positions
staggered so that approximately one-third of the directors are elected
at each annual meeting of shareholders.  It is intended that the proxies
received will be voted, unless authority is withheld, FOR the election
of the nominees listed below, namely Ralph E. Crump and 
Charles W. Palmer, to serve until the 1999 Meeting of Shareholders.  The
affirmative vote of the holders of the greater of (a) a majority of the
outstanding shares of Common Stock of the Company present and entitled
to vote on the election of directors or (b) a majority of the voting
power of the minimum number of shares entitled to vote that would
constitute a quorum for  transaction of business at the meeting, is
required for election to the Board of each of the three nominees named
below.  A shareholder who abstains with respect to the election of
directors is considered to be present and entitled to vote on the
election of directors at the meeting, and is in effect casting a
negative vote, but a shareholder (including a broker) who does not give
authority to a Proxy to vote, or withholds authority to vote, on the
election of directors shall not be considered present and entitled to
vote on the election of directors.  The nominees are currently serving
as directors and have consented, if elected, to serve for a new term.

     The following table sets forth information with respect to each
nominee for election as director and each other person whose term of
office as a director will continue after the meeting.

Nominees for election for a term of three years:

     Ralph E. Crump, age 72, was an initial investor in Osmonics in
1969.  He founded Frigitronics, Inc., a manufacturer of ophthalmic goods
and medical instruments, in 1963 and was its President and Chairman of
the Board until December 1986.  He is a graduate of the United States
Merchant Marine Academy and has a degree in Engineering from UCLA.  
Mr. Crump is also a director of SI Technologies, Inc., Mity-Lite, Inc.,
and Imtec, Inc., all of which are traded on NASDAQ.

     Charles W. Palmer, age 59, had been the Chairman and Chief
Executive Officer of Autotrol Corporation from 1989 through 
October 1993, and is the Chairman and Chief Executive Officer of The
Palmer Group Ltd., a Midwestern real estate development firm.  
Mr. Palmer is a graduate of Yale University with an A.B. in American
studies and earned an M.B.A. at Northwestern University.  

Directors whose terms expire in 1997:

     Verity C. Smith, age 73, President, Vaponics Ltd. (UK) President,
Veritec Consultants, was a founder of Vaponics, Inc. and held the
position of Chief Executive Officer from its inception in 1967 until it
was acquired by Osmonics in July 1987.  He was elected a director of
Osmonics in August 1987.  He has a B.S. in Chemical Engineering from
Massachusetts Institute of Technology and is a fellow of the American
Institute of Chemical Engineers.

     D. Dean Spatz, age 52, President and Chairman of the Board of
Directors of Osmonics, has held his current position since founding
Osmonics in 1969.  He has a B.A. from Dartmouth College and a Master of
Engineering degree from the Thayer School of Engineering, Dartmouth
College.  Mr. Spatz is also a director of SI Technologies, Inc. and
Sigma Aldrich Corp., both of which are traded on NASDAQ.  Mr. Spatz and
Ruth Carol Spatz are husband and wife.

Directors whose terms expire in 1998:

     Michael L. Snow, age 45, of Counsel in the law firm of Maslon
Edelman Borman & Brand, a Professional Limited Liability Partnership,
has been a director of Osmonics since 1989.  Maslon Edelman Borman &
Brand, a Professional Limited Liability Partnership, has rendered legal
services to Osmonics during the last fiscal year.  Mr. Snow received a
Bachelor of Arts degree and Juris Doctor from the University of
Michigan.  

     Ruth Carol Spatz, age 51, Secretary and Director of Osmonics, was a
founder of Osmonics in 1969 and has held her current position since its
inception.  She is a graduate of the University of Vermont with a degree
in Chemistry.  

Board of Directors and Committees

     The Board of Directors of Osmonics held four meetings during 1995. 
Osmonics has an Audit Committee, a Compensation Committee, and a Stock
Option Committee, but does not have a Nominating Committee.  

     Osmonics' Audit Committee, which consists of Messrs. Ralph E. Crump
and Michael L. Snow, met once during 1995.  The Audit Committee
recommends to the full Board the engagement of the independent
accountants, reviews the audit plan and results of the audit engagement,
reviews the independence of the auditors, and reviews the adequacy of
Osmonics' system of internal accounting controls.
     
     Osmonics' Compensation Committee, which consists of Messrs. 
Ralph E. Crump and Michael L. Snow, met once during 1995.  The
Compensation Committee reviews and recommends to the full Board
executive compensation.

     Osmonics' Stock Option Committee, which consists of Messrs. 
Ralph E. Crump, D. Dean Spatz and Mrs. Ruth Carol Spatz, met once during
1995.  The committee proposes and recommends to the full Board stock
option grants to executives and other key personnel under the existing
Stock Option Plan.  

       PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION
            TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK

     The Board of Directors has unanimously approved and recommends to
the shareholders an amendment to the Company's Articles of Incorporation
which would increase the number of shares of Common Stock authorized for
issuance from 20,000,000 to 50,000,000.  As of December 31, 1995,
12,773,184 shares of Common Stock were outstanding and 1,058,344 shares
were reserved for issuance.

     The principal purpose of the proposed amendment is to give the
Company greater flexibility in its financial affairs by making
30,000,000 additional shares of Common Stock available for issuance by
the Company, without further action by its shareholders, in such
transaction or transactions as the Board of Directors may approve,
whether in public or private offers, as stock splits or dividends or
otherwise, at such a time or times as the Board of Directors may
approve, whether prior to (subject to the approval by the Company's
shareholders, and the taking effect, of such proposed amendment as
described below), or after the meeting.  The Company presently does not
have plans to issue the newly authorized shares.  Because shareholders
do not have preemptive rights under the Articles of Incorporation, the
rights of existing shareholders may (depending on the particular
circumstances in which additional Common Stock is issued) be diluted by
any such issuance.  Although the Company is unaware of any specific
effort to obtain control of the Company, the increased authorized shares
could be used to make an attempt to effect a merger or other change in
control more difficult and less likely or to dilute the interest of a
party attempting to obtain control of the Company.

     The resolutions of the Board of Directors setting forth the
proposed amendment are attached as Exhibit A.

     The affirmative vote of the holders of the greater of (a) a
majority of the outstanding shares of Common Stock of the Company
present and entitled to vote on the proposed amendment or (b) a majority
of the voting power of the minimum number of shares entitled to vote
that would constitute a quorum for transaction of business at the
meeting, is required to approve the proposed amendment.  A shareholder
who abstains with respect to the proposed amendment is considered to be
present and entitled to vote at the meeting, and is in effect casting a
negative vote, but a shareholder (including a broker) who does not give
authority to a Proxy to vote on the proposed amendment shall not be
considered present and entitled to vote on the proposed amendment.  All
shares represented by proxies will be voted FOR approval of the proposed
amendment unless a contrary choice is specified.  As soon as practicable
after such vote has been taken and certified, the amendment will be
filed with the Secretary of State of Minnesota and will thereupon become
effective.

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.  


COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT

     The following table provides information as to the beneficial
ownership of the Company's Common Stock, as of March 20, 1996, by 
(i) each person known by the Company to be the beneficial owner of more
than 5% of such Common Stock, (ii) each nominee and continuing director
of the Company, (iii) the Company's Chief Executive Officer and four
other most highly compensated executive officers for fiscal year 1995
and (iv) the directors and executive officers as a group (12 persons). 
Beneficial ownership has been determined for this purpose in accordance
with Rule 13d-3 of the Securities and Exchange Commission under which a
person is deemed to be the beneficial owner of securities if he or she
has or shares voting power or dispositive power with respect to such
securities or has the right to acquire beneficial ownership of such
securities within 60 days by exercise of an option or otherwise.  The
persons named in the table have sole voting and dispositive powers with
respect to all shares of Common Stock unless otherwise noted in the
notes following the table.  

  Name of Beneficial Owner        Amount and Nature of
    Including Address of          Beneficial Ownership    Percent of
   Owners of More than 5%           of Common Stock       Common Stock

State Farm Mutual Automobile  
  Insurance Company
  One State Farm Place
  Bloomington, Illinois 61701          1,388,812(1)           10.8

Ralph E. Crump(2)                        879,834(3)            6.9
James J. Carbonari                        20,874(4)             *
James W. Detert                           52,875                *
Charles W. Palmer(6)                     965,662(5)            7.5
Andrew T. Rensink                          7,500(7)             *
L. Lee Runzheimer                         44,688(8)             *
Verity C. Smith                            5,196(9)             *
Michael L. Snow                           35,400(10)            *
D. Dean Spatz(2)                       1,141,914(11)           8.9
Ruth Carol Spatz(2)                    1,122,133(11)           8.8

All directors and executive 
officers as a group (12 persons)       4,357,482(12)          34.0
_____________
 *  Less than 1%

(1)  Beneficial ownership is as of March 20, 1996.  Based upon the most
     recent schedule 13G on file with the Securities and Exchange
     Commission, State Farm Mutual Automobile Insurance Company's
     affiliated corporations have sole voting and investment power with
     respect to 421,875 shares, 438,750 shares and 528,187 shares,
     respectively.  

(2)  The address of such person is 5951 Clearwater Drive, Minnetonka,
     Minnesota 55343.

(3)  Includes 438,417 shares held by his spouse.  Mr. Crump disclaims
     beneficial ownership of these shares.  Includes 3,000 shares
     exercisable within 60 days of above date.  

(4)  Includes options to purchase 4,500 shares exercisable within 
     60 days of the above date.

(5)  Includes 3,000 shares exercisable within 60 days of the above date
     and 7,882 shares held by his spouse.

(6)  Mr. Palmer's address is 5951 Clearwater Drive., Minnetonka,
     Minnesota 55343.

(7)  Includes options to purchase 7,500 shares exercisable within 
     60 days of the above date.

(8)  Includes options to purchase 4,500 shares exercisable within 
     60 days of the above date.


(9)  Includes options to purchase 3,000 shares exercisable within 
     60 days of the above date.

(10) Includes options to purchase 25,500 shares within 60 days of the
     above date.  

(11) Mr. and Mrs. Spatz possess sole voting and investment power with
     respect to 574,464 and 551,683, respectively, of such shares and
     they possess shared voting and investment power with respect to
     567,450 of such shares.

(12) Includes options to purchase 66,000 shares of Osmonics Common 
     Stock exercisable within 60 days of the above date.  Includes
     438,417 shares owned by Marjorie L. Crump, spouse of 
     Ralph E. Crump, a director and 7,882 owned by Alice Palmer, 
     spouse of Charles W. Palmer, a director.  

                         EXECUTIVE COMPENSATION

      The following table sets forth the cash and non-cash compensation
for each of the last three fiscal years awarded to or earned by the
Chief Executive Officer of the Company and each of the four other most
highly compensated executive officers of the Company whose salary and
bonus exceeded $100,000 during the 1995 fiscal year.  

    Name and                   Annual Compensation       All Other
Principal Position          Year   Salary(1)   Bonus    Compensation(2)

D. Dean Spatz               1995   $281,767   $200,000     $10,061
Chairman,                   1994    225,215    185,000      11,819
Chief Executive Officer     1993    223,358    150,000      20,396

L. Lee Runzheimer           1995   $135,868   $ 35,000     $11,594
Chief Financial Officer     1994    105,545     26,200       9,759
                            1993    101,462     28,000       9,894

James W. Detert             1995   $ 96,211   $ 35,000     $ 8,204
Vice President Operations   1994     99,501     30,000       9,805
                            1993     92,024     20,000       8,223

James J. Carbonari          1995   $104,693   $ 40,000     $11,184
Vice President Sales        1994     98,061     24,000       9,019
& Marketing                 1993     91,518     15,000       7,644 

Andrew T. Rensink           1995   $ 94,831   $ 35,000     $ 9,672
Vice President Technology   1994     85,636     21,000       7,429
                            1993     81,064     10,000       6,113

(1)  Includes cash compensation deferred at the election of the
     executive under the terms of Osmonics' 401(k) Plan.

(2)  Includes $150 per year of matching funds from Osmonics in the
     401(k) Savings Plan and contributions by Osmonics to the Profit
     Sharing Retirement Plan of $9,911 for Mr. Spatz, $11,444 for 
     Mr. Runzheimer, $8,054 for Mr. Detert, $11,034 for Mr. Carbonari,
     and $9,762 for Mr. Rensink for 1995.

         Stock Option Exercises in 1995 and Value at End of 1995

     The following table summarizes information with respect to options
held by the Chief Executive Officer and the executive officers named in
the Summary Compensation Table, and the value of the options held by
such persons at the end of fiscal year 1995.  The named executive
officers did not receive stock option grants in fiscal year 1995.

               Aggregated Option Exercises in Last Fiscal
                 Year and Fiscal Year-End Option Values

                                               Number of securities        Value of unexercised
                       Shares                 underlying unexercised       in-the-money options
                      acquired      Value     options at fiscal year-end   at fiscal year-end (2) 
Name               on exercise(#) realized(1) Exercisable Unexercisable  Exercisable Unexercisable
                                                                     
D. Dean Spatz               -            -           0        3,000              0     $ 9,750

L. Lee Runzheimer           -            -       4,500            0       $ 45,922           -

James J. Carbonari          -            -       4,500            0         45,922           -

James W. Detert        16,875     $179,219      22,500            0        313,313           -

Andrew T. Rensink           -            -       7,500            0         62,813           -


(1)  Value realized is the aggregate market value, on the date of
     exercise, of the shares acquired less the aggregate exercise price
     paid for such shares.



(2)  Value of unexercised options is the difference between the
     aggregate market value of the underlying shares (based on the
     closing price on December 31, 1995, which was $20.375 per share)
     and the aggregate exercise price for such shares.


Compensation Committee Interlocks and Insider Participation

     Osmonics' Compensation Committee consists of Messrs. 
Ralph E. Crump and Michael L. Snow.  Mr. Snow is of Counsel in the law
firm of Maslon Edelman Borman & Brand, a Professional Limited Liability
Partnership, which rendered legal services to Osmonics during the last
fiscal year.

Director Compensation

     Since 1995, the Company has maintained a Director Stock Option Plan
(the "Director Plan").  A total of 250,000 shares of Common Stock are
reserved for issuance under the Director Plan.  Each director of the
Company is eligible to participate in the Director Plan, including
directors who are employees of the Company.  Under the Director Plan,
each director automatically is granted an option to purchase 
3,000 shares at the time of each annual meeting of the Company's
shareholders.  All options granted under the Director Plan have an
exercise price equal to the fair market value of the Company's Common
Stock on the date of grant and become exercisable one year after the
date of grant.  The Company will receive no consideration upon the grant
options under the 1995 Director Plan.  The exercise price of an option
must be paid in full upon exercise.  Payment may be made in cash, check
or, in whole or in part, in Common Stock of the Company owned by the
person exercising the option, valued at fair market value.  All
directors of Osmonics are reimbursed for expenses of attending meetings
of the Board of Directors.  

Report of the Compensation Committee of the Board of Directors on
Executive Compensation

     Osmonics' Compensation Committee consists of Messrs. Ralph E. Crump
and Michael L. Snow.  Mr. Snow is of Counsel in the law firm of Maslon
Edelman Borman & Brand, a Professional Limited Liability Partnership,
which rendered legal services to the Osmonics during the last fiscal
year.  

     Decisions on compensation of Osmonics' executives generally have
been made by the Compensation Committee (the "Compensation Committee")
of the Board, except that decisions regarding the granting of stock
options have been and will be made by the Stock Option Committee.  Each
member of the Compensation Committee is a non-employee director. 
Members of the Stock Option Committee are not eligible to receive stock
options under the Osmonics stock option plans.  All decisions by the
Compensation Committee relating to the compensation of Osmonics'
executive officers are reviewed by the full Board.  Pursuant to recently
adopted rules designed to enhance disclosure of Osmonics' policies
toward executive compensation, set forth below is a report prepared by
the Board of Directors addressing Osmonics', and its subsidiaries',
compensation policies for the year ended December 31, 1995 as they
affected Osmonics' executive officers.  

     The Compensation Committee's executive compensation policies are
designed to provide competitive levels of compensation that integrate
pay with Osmonics' annual objectives and long-term goals, reward above
average corporate performance, recognize individual initiative and
achievements, and assist Osmonics in attracting and retaining qualified
executives.  Targeted levels of executive compensation are set at levels
that the Compensation Committee believes to be consistent with others in
Osmonics' industry and other manufacturing companies in the Twin Cities
metropolitan area.

     There are three elements in Osmonics' executive compensation
program, all determined by individual and corporate performance.

     -  Base salary compensation

     -  Annual incentive compensation

     -  Stock options

     Total compensation opportunities are competitive with those offered
by employers of comparable size, growth and profitability in our
industry.

     Base salary compensation is determined by the potential impact the
individual has on Osmonics, the skills and experiences required by the
job, and the performance and potential of the incumbent in the job.  

     Annual incentive compensation for executives of Osmonics and its
subsidiaries is based primarily on corporate operating earnings and
sales growth but also includes an overall assessment by the Board of
Directors of executive management's performance, as well as market
conditions.  

     Awards of stock options under the Stock Option Plan are designed to
promote the identity of long-term interests between Osmonics' executives
and its shareholders and assist in the retention of executives.  The
Stock Option Plan also permits the Committee to grant stock options to
key personnel.  The Compensation Committee makes recommendations to the
Stock Option Committee regarding the granting of stock options to
executives and key personnel.  These recommendations may result in the
granting of such options.  Options become exercisable based upon
criteria established by Osmonics.  In 1995, the Compensation Committee
did not recommend stock options to executives because it felt all
executives were appropriately compensated, and none were granted.  

     The Compensation Committee surveys employee stock option programs
of companies with similar capitalization to Osmonics prior to
recommending to grant options to the executives.  While the value
realizable from exercisable options is dependent upon the extent of
which Osmonics' performance is reflected in the market price of
Osmonics' Common Stock at any particular point in time, the decision as
to whether such value will be realized in any particular year is
primarily determined by each individual executive and not by the
Compensation Committee.  Accordingly, when the Committee recommends that
an option be granted to an executive, that recommendation does not take
into account any gains realized that year by that executive as a result
of his or her individual decision to exercise an option granted in a
previous year.

     The 1995 cash compensation of Mr. Spatz was $483,604, which
represents an 18% increase from his 1994 cash compensation, based in
part on the 1994 performance of the Company.  In 1994, revenues
increased 8% and earnings per share increased 25% over 1993.  Included
in cash compensation for 1995 is a bonus of $200,000, an increase of 8%
over the $185,000 bonus paid in 1994, in recognition of the effort
involved over the past few years in the growth of the Company, both
internally and by acquisition.

                                                          Ralph E. Crump
                                                         Michael L. Snow

Stock Performance Graph

     The Securities and Exchange Commission requires that Osmonics
include in this Proxy Statement a line-graph presentation comparing
cumulative, five-year return to Osmonics' shareholders (based on
appreciation of the market price of Osmonics' Common Stock) on an
indexed basis with (i) a broad equity market index and (ii) an
appropriate published industry or line-of-business index, or peer group
index constructed by Osmonics.  The following presentation compares
Osmonics' Common Stock price in the five-year period from 
December 31, 1990 to December 31, 1995, to the S&P 500 Stock Index and
to a "peer group" index created by Osmonics over the same period.  The
"peer group" index consists of the common stock of Calgon Carbon
Corporation, Ionics, Inc., Gelman Sciences Inc., Goulds Pumps Inc.,
Millipore Corp., Pall Corp., Sybron Chemical, Commercial Intertech Corp.
and United States Filter Corp.  These corporations are involved in
various aspects of the water treatment or liquid separations businesses
and associated product lines.  The presentation assumes that the value
of an investment in each of Osmonics' Common Stock, the S&P 500 Index,
and the peer group index was $100 on December 31, 1990, and that any
dividend paid (none have been paid by Osmonics) were re-invested in the
same security.  























                                                                    
End of fiscal:      1990     1991     1992     1993     1994     1995  
                                                                      
Osmonics, Inc.    $100.00  $164.29  $195.24  $213.10  $212.50  $291.07
                                                                      
S&P 500           $100.00  $130.47  $140.41  $154.56  $156.60  $214.86
                                                                      
Peer Group        $100.00  $133.52  $135.53  $129.06  $137.27  $198.73

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires
Osmonics' officers and directors, and persons who own more than ten
percent of a registered class of Osmonics' equity securities, to file
reports of ownership and changes in ownership with the Securities and
Exchange Commission and the New York Stock Exchange.  Officers,
directors and greater-than-ten-percent shareholders are required by SEC
regulation to furnish Osmonics with copies of all Section 16(a) forms
they file.  Based solely on review of the copies of such forms furnished
to Osmonics, or written representations that no Forms 5 were required,
Osmonics believes that during the year ended December 31, 1995, all
Section 16(a) filing requirements applicable to its officers, directors
and greater-than-ten-percent beneficial owners were complied with.  

                          INDEPENDENT AUDITORS

     Deloitte & Touche LLP has served as independent auditors for the
Company since August 27, 1987.  A representative of Deloitte & Touche
LLP is expected to attend this year's Annual Meeting of Shareholders and
have an opportunity to make a statement and/or respond to appropriate
questions from shareholders.  Shareholder approval is not required for
the appointment of independent auditors, since the Board of Directors
has the responsibility for selecting auditors.  

             PROCEDURE FOR SUBMITTING SHAREHOLDER PROPOSALS

     Pursuant to Rule 14a-8 under the Exchange Act, shareholders may
present proper proposals for inclusion in Osmonics' proxy statement and
for consideration at the next annual meeting of its shareholders by
submitting their proposals to Osmonics in a timely manner.  Any proposal
by a shareholder to be presented at the next Annual Meeting of Osmonics
must be received at Osmonics' principal executive offices, 5951
Clearwater Drive, Minnetonka, Minnesota 55343-8995, no later than
November 29, 1996, and otherwise have complied with the requirements of
Rule 14a-8.

     The Board of Directors does not intend to present to the meeting
any other matters not referred to above and does not presently know of
any matters that may be presented to the meeting by others.  However, if
other matters come before the meeting, it is the intention of the
persons named in the enclosed form of proxy to vote the proxy in
accordance with their best judgment.



By Order of the Board of
Directors of Osmonics, Inc.



D. Dean Spatz
Chairman of the Board and
Chief Executive Officer

                                                               Exhibit A



     RESOLVED, that this Board of Directors hereby declares it advisable
that Article 3.A of the Articles of Incorporation, as amended, of this
Corporation be amended to read in its entirety as follows:

     A.  The total number of shares of all classes of stock which the
         Corporation shall have authority to issue is Fifty Million Five
         Hundred Thousand (50,500,000), of which Fifty Million
         (50,000,000) shares shall be Common Shares, par value $0.01 per
         share, and Five Hundred Thousand (500,000) shares shall be
         preferred shares, par value $1 per share.

     RESOLVED FURTHER, that the question of adopting said recommendation
and the proposed amendment to the Articles of Incorporation be submitted
to a vote at the Annual Meeting of Shareholders of the Corporation
scheduled to be held on May 9, 1996.