8-K

UNITED STATES
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): June 9, 2008

PALL CORPORATION

(Exact name of registrant as specified in its charter)

New York	001- 04311	11-1541330
(State or other jurisdiction	(Commission file number)	(I.R.S. Employer
of incorporation)		Identification No.)
2200 Northern Boulevard, East Hills, NY		11548
(Address of principal executive offices)		(Zip Code)

(516) 484-5400
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition.

     On June 9, 2008, Pall Corporation (the “Registrant”) released its results of operations for its third quarter ended April 30, 2008. A copy of the press release issued by the Registrant is furnished herewith as Exhibit 99 to this report.

ITEM 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

     99      Press Release, dated June 9, 2008 (furnished pursuant to Item 2.02).

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SIGNATURES

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 hereunto duly authorized.

	Pall Corporation
/s/	FRANCIS MOSCHELLA
June 10, 2008	Francis Moschella
	Vice President - Corporate Controller Chief Accounting Officer

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INDEX TO EXHIBITS

Exhibit
Number	Description
99	Press Release, dated June 9, 2008 (furnished pursuant to Item 2.02).

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EX-99

Exhibit 99

Pall Corporation Earnings Up 26%

East Hills, NY (June 9, 2008) — Pall Corporation (NYSE: PLL) today reported its full financial results for the third quarter ended April 30, 2008.

Sales and Earnings Overview

Third quarter sales increased 18.3% to $661.7 million compared to the third quarter of fiscal 2007. Diluted earnings per share were $0.51 compared to $0.40 (as restated). Net earnings were $63.3 million versus $50.4 million (as restated). Pro forma earnings per share excluding restructuring and other charges were $0.54 versus last year’s $0.45 (as restated).

Sales for the nine months ended April 30, 2008 were approximately $1.8 billion, a 15.3% increase over the comparable period. Diluted EPS were $1.19, up from $0.89 (as restated). Net earnings were $147.4 million compared to last year’s $110.7 million (as restated). Pro forma earnings excluding restructuring and other charges were $1.36 per share versus $1.02 (as restated) a year ago.

Sales in local currency (“LC”) increased $53.5 million, or 9.6%, in the quarter and $132.2 million, or 8.3%, for the nine months. Foreign currency translation increased reported sales by $48.8 million or 8.7%, for the quarter, and $112.6 million, or 7%, for the nine months. The impact of foreign currency translation added approximately $0.04 to earnings per share in the quarter and $0.08 for the nine months.

Eric Krasnoff, Chairman and CEO, stated, “Pall’s market, application and geographic diversity give our Total Fluid Management capability teeth. Sales growth was again broad-based across markets and geographies as the Company’s technologies are increasingly applied to solve a wide range of fluid management challenges.

Our well-established process improvement initiatives continue to drive costs down. Despite a 66% increase in systems sales this quarter, gross margins approached 49%. Our working capital management initiatives improved operating cash flow more than 40% within the quarter to over $90 million. We continue to make significant progress toward our short and long-term goals.”

Life Sciences - Third Quarter Highlights

(Dollar Amounts in Thousands)

Sales:	APR. 30, 2008		% CHANGE		% CHANGE IN LC
Medical	$	124,555		2.1		(2.9	)
BioPharmaceuticals		128,441		19.9		9.9
Total Life Sciences segment	$	252,996		10.5		3.1
			% OF SALES
Gross profit	$	133,827		52.9
Operating profit	$	55,928		22.1

Within Life Sciences, sales in BioPharmaceuticals increased almost 10%. Consumables sales exceeded 6% growth and were particularly strong in Europe as vaccine production and biotech activity increased.

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As expected, Medical sales decreased just under 3% on lower Blood Filtration sales. Other products within the Medical portfolio, including hospital water filters and disposable systems for cell therapy applications, posted solid results. Laboratory product sales increased over 9%.

Operating profit margin improved to 22.1% reflecting price increases and SG&A cost reductions.

Industrial - - Third Quarter Highlights

(Dollar Amounts in Thousands)

Sales:	APR. 30, 2008		% CHANGE		% CHANGE IN LC
General Industrial	$	252,253		30.5		19.1
Aerospace and Transportation		79,143		26.8		20.1
Microelectronics		77,288		3.5		(4.0	)
Total Industrial segment	$	408,684		23.7		14.1
			% OF SALES
Gross profit	$	189,139		46.3
Operating profit	$	66,181		16.2

Pall Industrial delivered a very strong quarter. Every market within General Industrial reported double-digit sales increases. Growth in Municipal Water and Food and Beverage was particularly robust. Systems sales, which are concentrated within General Industrial, grew close to 60%. The installed base of systems within these markets helped to drive consumable sales growth of nearly 10%. Long-term customer partnerships, which lead to a combination of strong system and consumable sales, are the goal of Pall’s Total Fluid Management (SM) strategy.

Within Aerospace and Transportation, Commercial Aerospace sales grew 16% driven by strong after-market demand and increased sales to airframe manufacturers. Military sales increased about 31% aided by helicopter upgrade projects in the U.S. and military water systems in Asia.

Microelectronics sales were down 4% as the cyclical downturn in the semiconductor market continues. Our macroelectronics market continued to grow with demand for high-tech electronics and solar cells.

Operating profit increased about 22% to $66.2 million while operating profit margin declined slightly on very strong systems sales.

Conclusion/Outlook

Mr. Krasnoff concluded, “Looking at this full fiscal year, we expect sales growth in the mid-single digit range with Pall Industrial slightly outpacing Pall Life Sciences. Gross margins are expected to be level to slightly improved and SG&A expense to decrease to just over 29% of sales. Pro forma earnings per share are expected to be at or above the high end of our guidance range.”

Conference Call

On Tuesday June 10, 2008, at 8:30 am ET, Pall Corporation will host a conference call to review these results. The call will be webcast and individuals can access it at www.pall.com/investor. Listening to the webcast requires audio speakers and Microsoft Windows Media Player software. The webcast will be archived for 30 days.

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Special Note on Financial Tables

The 2007 financial tables presented below reflect the restatement of interest expense and provision for taxes. For further details on the restatement, refer to Note 2, Audit Committee Inquiry and Restatement, to the consolidated financial statements in the Company’s fiscal year 2007 Annual Report on Form 10-K.

About Pall Corporation

Pall Corporation is the global leader in the rapidly growing field of filtration, separation and purification. Pall is organized into two businesses: Life Sciences and Industrial. These businesses provide leading-edge products to meet the demanding needs of customers in biotechnology, pharmaceutical, transfusion medicine, energy, electronics, water purification, aerospace, transportation and broad industrial markets. Total revenues for fiscal year 2007 were $2.2 billion. The Company is headquartered in East Hills, New York and has extensive operations around the world. For more information visit Pall at http://www.pall.com.

Forward-Looking Statements

The matters discussed in this release contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this release and in the Company’s other written and oral reports are based on current Company expectations and are subject to risks and uncertainties, which could cause actual results to differ materially. All statements regarding future performance, earnings projections, earnings guidance, management’s expectations about its future cash needs and effective tax rate, and other future events or developments are forward-looking statements. Such risks and uncertainties include, but are not limited to: risks relating to the Company’s restatement of prior period financial statements, including the risks associated with the pending IRS audit and pending SEC and Department of Justice investigations and litigation proceedings; risks associated with the Company’s planned cash management initiatives, which may result in changes in the Company’s effective tax rate; changes in product mix and product pricing may affect the Company’s operating results particularly as the systems business expands in which significantly longer sales cycles are experienced with less predictable revenue and profitability and less certainty of future revenue streams from related consumable product offerings and services; increases in costs of manufacturing and operating costs, including energy and raw materials; the Company’s ability to achieve the savings anticipated from its cost reduction and margin improvement initiatives including the timing of completion of its facilities rationalization initiative; fluctuations in foreign currency exchange rates and interest rates; regulatory approval or market acceptance of new technologies; changes in demand for the Company’s products and business relationships with key customers and suppliers including delays or cancellations in shipments; success in enforcing patents and protecting proprietary products and manufacturing techniques; risks associated with the completion or integration of acquisitions; domestic and international competition; and global and regional economic conditions, including particularly the impact of current challenging conditions in the United States that may also have global implications; and legislative, regulatory and political developments. The Company makes these statements as of the date of this disclosure and undertakes no obligation to update them. You should carefully consider these factors as well as the additional risk factors outlined in more detail in our most recent Annual Report on Form 10-K under Item 1A, Risk Factors, and in other filings the Company makes with the Securities and Exchange Commission.

Management uses certain non-GAAP measurements to assess the Company’s current and future financial performance. The non-GAAP measurements do not replace the presentation of Pall’s GAAP financial results. These measurements provide supplemental information to assist management in analyzing the Company’s financial position and results of operations. The Company has chosen to provide this information to facilitate meaningful comparisons of past, present and future operating results and as a means to emphasize the results of ongoing operations.

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PALL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in Thousands)

	APR. 30, 2008		JUL. 31, 2007
Assets:
Cash and cash equivalents	$	396,837	$	443,036
Accounts receivable		590,374		551,393
Inventories		524,867		471,467
Other current assets		126,161		140,481
Total current assets		1,638,239		1,606,377
Property, plant and equipment, net		637,986		607,900
Other assets		627,413		494,569
Total assets	$	2,903,638	$	2,708,846
Liabilities and Stockholders’ Equity:
Short-term debt	$	49,621	$	41,720
Accounts payable, income taxes and other current liabilities		531,019		790,470
Total current liabilities		580,640		832,190
Long-term debt		717,384		591,591
Deferred taxes and other non-current liabilities		459,711		224,464
Total liabilities		1,757,735		1,648,245
Stockholders’ equity		1,145,903		1,060,601
Total liabilities and stockholders’ equity	$	2,903,638	$	2,708,846

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PALL CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(Amounts in thousands, except per share data)

	THIRD QUARTER ENDED								NINE MONTHS ENDED
	APR. 30, 2008				APR. 30, 2007				APR. 30, 2008				APR. 30, 2007
					(As Restated)								(As Restated)
Net sales	$	661,680			$	559,347			$	1,848,434			$	1,603,565
Cost of sales		338,714				282,227		(b)		975,876				846,303	(b)
Gross profit		322,966				277,120				872,558				757,262
% of sales		48.8	%			49.5	%			47.2	%			47.2%
Selling, general and administrative expenses		195,485				167,677				545,317				493,255
Research and development		18,537				15,656				53,524				45,167
Earnings before restructuring and other charges/(gains), net (“ROTC”), interest expense, net, and income taxes		108,944				93,787				273,717				218,840
ROTC		5,495		(a)		8,620		(b)		28,123		(a)		22,060	(b)
Interest expense, net		9,944				9,171				25,728				29,626
Earnings before income taxes		93,505				75,996				219,866				167,154
Provision for income taxes		30,231				25,625				72,502		(a)		56,435
Net earnings	$	63,274			$	50,371			$	147,364			$	110,719
Earnings per share:
Basic	$	0.51			$	0.41			$	1.20			$	0.90
Diluted	$	0.51			$	0.40			$	1.19			$	0.89
Average shares outstanding:
Basic		122,929				123,399				123,111				123,110
Diluted		124,159				124,781				124,316				124,662
Net earnings as reported	$	63,274			$	50,371			$	147,364			$	110,719
ROTC and one-time purchase accounting adjustment, after pro forma tax effect		3,764		(a)		5,675		(b)		19,089		(a)		16,137	(b)
Tax adjustments		-				-				2,435		(a)		-
Pro forma earnings	$	67,038			$	56,046			$	168,888			$	126,856
Diluted earnings per share as reported	$	0.51			$	0.40			$	1.19			$	0.89
ROTC and one-time purchase accounting adjustment, after pro forma tax effect		0.03		(a)		0.05		(b)		0.15		(a)		0.13	(b)
Tax adjustments		-				-				0.02		(a)		-
Pro forma diluted earnings per share	$	0.54			$	0.45			$	1.36			$	1.02

(a) ROTC in the quarter and the nine months includes charges of $1,059 (1 cent per share, after pro forma tax effect) and $10,021 (6 cents per share, after pro forma tax effect), respectively, primarily comprised of severance and other costs related to the Company’s cost reduction programs, including its facilities rationalization initiative. ROTC in the quarter and nine months also includes $4,436 (2 cents per share, after pro forma tax effect) and $18,102 (9 cents per share, after pro forma tax effect) primarily comprised of legal and other professional fees related to the previously reported matters under inquiry by the audit committee of the Company’s board of directors.

Provision for income taxes in the nine months includes a charge of $2,435 (2 cents per share) resulting from newly enacted tax legislation in a foreign tax jurisdiction. Pro forma earnings exclude this item as it is deemed to be non-recurring in nature.

(b) Cost of sales includes incremental depreciation and other adjustments of $377 in the quarter and $2,893 (2 cents per share, after pro forma tax effect) in the nine months primarily recorded in conjunction with the Company’s facilities rationalization initiative.

ROTC in the quarter includes charges of $8,420 (5 cents per share, after pro forma tax effect) primarily comprised of severance and other costs related to the Company’s cost reduction programs, including its facilities rationalization initiative. ROTC in the nine months includes a charge of $18,144 (9 cents per share, after pro forma tax effect) primarily comprised of severance costs and an impairment charge on certain long-lived assets partly offset by a gain on the sale of a facility. The charges in the nine months relate to the Company’s cost reduction programs, including its facilities rationalization initiative. In addition, the quarter and nine months include charges of $200 and $3,916 (2 cents per share, after pro forma tax effect), respectively related to an increase in environmental reserves and a legal settlement.

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PALL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(Amounts in Thousands)

	NINE MONTHS ENDED
	APR. 30, 2008			APR. 30, 2007
Net cash provided by operating activities	$	16,455		$	213,554
Investing activities:
Disposals of long-lived assets		5,560			44,609
Capital expenditures		(76,466	)		(54,086	)
Other		(6,121	)		(3,648	)
Net cash used by investing activities		(77,027	)		(13,125	)
Financing activities:
Dividends paid		(44,170	)		(41,521	)
Notes payable and long-term borrowings		98,540			(109,802	)
Purchase of treasury stock		(78,211	)		(51,016	)
Other		16,266			41,406
Net cash used by financing activities		(7,575	)		(160,933	)
Cash flow for period		(68,147	)		39,496
Cash and cash equivalents at beginning of year		443,036			317,657
Effect of exchange rate changes on cash		21,948			7,519
Cash and cash equivalents at end of period	$	396,837		$	364,672
Free cash flow:
Net cash provided by operating activities	$	16,455		$	213,554
Less capital expenditures		76,466			54,086
Free cash flow	$	(60,011	)	$	159,468

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PALL CORPORATION
SUMMARY OPERATING PROFIT BY SEGMENT
(Unaudited)
(Dollar Amounts in Thousands)

	THIRD QUARTER ENDED				NINE MONTHS ENDED
	APR. 30, 2008		APR. 30, 2007		APR. 30, 2008		APR. 30, 2007
Life Sciences
Sales	$	252,996	$	229,044	$	712,090	$	633,981
Cost of sales (a)		119,169		106,994		345,772		310,691
Gross profit		133,827		122,050		366,318		323,290
% of sales		52.9%		53.3%		51.4%		51.0%
Selling, general and administrative expenses		67,763		63,369		192,492		182,897
Research and development		10,136		8,560		29,962		24,048
Operating profit	$	55,928	$	50,121	$	143,864	$	116,345
% of sales		22.1%		21.9%		20.2%		18.4%
Industrial
Sales	$	408,684	$	330,303	$	1,136,344	$	969,584
Cost of sales (a)		219,545		174,856		630,104		532,719
Gross profit		189,139		155,447		506,240		436,865
% of sales		46.3%		47.1%		44.5%		45.1%
Selling, general and administrative expenses		114,557		94,105		315,977		279,838
Research and development		8,401		7,096		23,562		21,119
Operating profit	$	66,181	$	54,246	$	166,701	$	135,908
% of sales		16.2%		16.4%		14.7%		14.0%
CONSOLIDATED:
Operating profit	$	122,109	$	104,367	$	310,565	$	252,253
General corporate expenses		13,165		10,203		36,848		30,520
Earnings before ROTC, interest and income taxes		108,944		94,164		273,717		221,733
ROTC (a)		5,495		8,997		28,123		24,953
Interest expense, net (b)		9,944		9,171		25,728		29,626
Earnings before income taxes	$	93,505	$	75,996	$	219,866	$	167,154

(a) Included in ROTC for the purpose of evaluation of segment profitability are incremental depreciation and other adjustments recorded in cost of sales of $377 and $2,893 in the quarter and nine months ended April 30, 2007, respectively, primarily recorded in conjunction with the Company’s facilities rationalization initiative.

(b) Interest expense, net and Earnings before income taxes have been restated for the quarter and nine months ended April 30, 2007 as a result of matters that led to the previously reported audit committee inquiry.

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PALL CORPORATION
SUPPLEMENTAL SEGMENT SALES INFORMATION BY MARKET AND GEOGRAPHY
(Unaudited)
(Dollar Amounts in Thousands)

								EXCHANGE		% CHANGE
								RATE		IN LOCAL
THIRD QUARTER ENDED	APR. 30, 2008		APR. 30, 2007		% CHANGE			IMPACT		CURRENCY
					|--- --- ---- ---- ---Increase/(Decrease)- --- ---- ---- --- --|
Life Sciences
By Market:
Medical	$	124,555	$	121,934		2.1		$	6,182		(2.9	)
BioPharmaceuticals		128,441		107,110		19.9			10,715		9.9
Total Life Sciences	$	252,996	$	229,044		10.5		$	16,897		3.1
By Geography:
Western Hemisphere	$	95,387	$	97,419		(2.1	)	$	439		(2.5	)
Europe		125,068		102,934		21.5			13,240		8.6
Asia		32,541		28,691		13.4			3,218		2.2
Total Life Sciences	$	252,996	$	229,044		10.5		$	16,897		3.1
Industrial
By Market:
General Industrial	$	252,253	$	193,231		30.5		$	22,102		19.1
Aerospace and Transportation		79,143		62,417		26.8			4,202		20.1
Microelectronics		77,288		74,655		3.5			5,619		(4.0	)
Total Industrial	$	408,684	$	330,303		23.7		$	31,923		14.1
By Geography:
Western Hemisphere	$	108,621	$	93,811		15.8		$	876		14.9
Europe		170,688		128,279		33.1			19,261		18.1
Asia		129,375		108,213		19.6			11,786		8.7
Total Industrial	$	408,684	$	330,303		23.7		$	31,923		14.1

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PALL CORPORATION
SUPPLEMENTAL SEGMENT SALES INFORMATION BY MARKET AND GEOGRAPHY
(Unaudited)
(Dollar Amounts in Thousands)

							EXCHANGE		% CHANGE
							RATE		IN LOCAL
NINE MONTHS ENDED	APR. 30, 2008		APR. 30, 2007		% CHANGE		IMPACT		CURRENCY
					| ---- ---- --- ---- -- Increase/(Decrease) -- ---- --- ---- --- |
Life Sciences
By Market:
Medical	$	360,004	$	345,051		4.3	$	14,877		0.0
BioPharmaceuticals		352,086		288,930		21.9		24,890		13.2
Total Life Sciences	$	712,090	$	633,981		12.3	$	39,767		6.0
By Geography:
Western Hemisphere	$	278,286	$	271,056		2.7	$	1,197		2.2
Europe		343,561		282,855		21.5		31,866		10.2
Asia		90,243		80,070		12.7		6,704		4.3
Total Life Sciences	$	712,090	$	633,981		12.3	$	39,767		6.0
Industrial
By Market:
General Industrial	$	692,947	$	565,279		22.6	$	51,295		13.5
Aerospace and Transportation		216,415		183,484		17.9		10,398		12.3
Microelectronics		226,982		220,821		2.8		11,181		(2.3	)
Total Industrial	$	1,136,344	$	969,584		17.2	$	72,874		9.7
By Geography:
Western Hemisphere	$	304,530	$	279,726		8.9	$	2,622		7.9
Europe		452,456		379,399		19.3		44,943		7.4
Asia		379,358		310,459		22.2		25,309		14.0
Total Industrial	$	1,136,344	$	969,584		17.2	$	72,874		9.7

Contact:
Pall Corporation
Patricia Iannucci
V.P. Investor Relations & Corporate Communications
Telephone: 516-801-9848
Email: piannucci@pall.com

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