SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X][_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_][X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

U.S. FILTER CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X][_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_][X] Fee paid previously with preliminary materials.

[X][_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

$5,974

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(2) Form, Schedule or Registration Statement No.:

33-58141

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(3) Filing Party:

United States Filter Corporation

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(4) Date Filed: April 26, 1995

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Notes:

UNITED STATES FILTER CORPORATION

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 11, 1995

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of United States Filter Corporation (the "Company") will be held at
the Radisson Resort Hotel, 76-661 Highway 111, Indian Wells, California 92210
on Monday, September 11, 1995 at 9:30 a.m., Pacific Daylight Time, for the
following purposes, as more fully described in the attached Proxy Statement:

1. To elect four directors, each for a term of three years;

2. To approve an amendment to the Company's 1991 Employee Stock Option
Plan to increase the number of authorized shares;

3. To ratify the appointment of KPMG Peat Marwick as independent
accountants for the Company; and

4. To consider and act upon such other matters as may properly come
before the meeting.

The Board of Directors has fixed the close of business on July 21, 1995 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting or at any adjournment thereof. A complete list of
the stockholders entitled to vote at the Annual Meeting will be open to the
examination of any stockholder during ordinary business hours for a period of
at least ten days prior to the Annual Meeting at the executive offices of the
Company, 73-710 Fred Waring Drive, Palm Desert, California 92260.

You are cordially invited to attend the Annual Meeting in person. In order
to ensure your representation at the meeting, however, please promptly
complete, date, sign and return the enclosed proxy in the accompanying
envelope. If you should decide to attend the Annual Meeting and vote your
shares in person, you may revoke your proxy at that time.

A majority of the outstanding voting securities of the Company must be
represented, in person or by proxy, at the Annual Meeting in order that
business may be transacted. Therefore, your promptness in returning the
enclosed proxy will help to ensure that the Company will not have to bear the
expense of undertaking a second solicitation.

By Order of the Board of Directors

Donald L. Bergmann
Secretary

July 24, 1995

UNITED STATES FILTER CORPORATION
73-710 FRED WARING DRIVE
PALM DESERT, CALIFORNIA 92260

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PROXY STATEMENT
JULY 24, 1995

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INTRODUCTION

The accompanying proxy is solicited by the Board of Directors of United
States Filter Corporation (the "Company") for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on Monday, September 11, 1995
at the Radisson Resort Hotel, 76-661 Highway 111, Indian Wells, California
92210 at 9:30 a.m., Pacific Daylight Time and at any adjournment of the Annual
Meeting. The voting securities of the Company comprise the common stock of the
Company (the "Common Stock"), the Series A Voting Cumulative Convertible
Preferred Stock of the Company (the "Series A Preferred Stock") and the Series
B Voting Convertible Preferred Stock of the Company (the "Series B Preferred
Stock"). All shares of the Common Stock and all shares of the Series A
Preferred Stock and Series B Preferred Stock represented by a properly
completed proxy received in time for the Annual Meeting will be voted by the
proxy holders as provided therein. If no direction is given in the proxy, it
will be voted "FOR" (i) the election of the directors nominated; (ii) the
proposal to approve the amendment to the Company's 1991 Employee Stock Option
Plan; and (iii) the ratification of the appointment of KPMG Peat Marwick as
the Company's independent accountants. With respect to any other item of
business that may come before the Annual Meeting, the proxy holders will vote
in accordance with their best judgment.

The proxy may be revoked at any time before it has been exercised by giving
written notice of revocation to the Secretary of the Company, by executing and
delivering to the Secretary a proxy dated as of a later date than the enclosed
proxy, or by attending the Annual Meeting and voting in person.

This Proxy Statement, together with the accompanying proxy, is first being
mailed to stockholders on or about July 24, 1995.

Holders of record of Common Stock and holders of record of Series A
Preferred Stock and Series B Preferred Stock (together the "Voting
Securities") at the close of business on July 21, 1995 are entitled to vote at
the Annual Meeting. There were 22,228,776 shares of Common Stock, 880,000
shares of Series A Preferred Stock and 139,518 shares of Series B Preferred
Stock outstanding as of the record date. The presence, in person or by proxy,
of stockholders entitled to cast at least a majority of the votes entitled to
be cast by all stockholders will constitute a quorum for the transaction of
business at the Annual Meeting. Stockholders are entitled to cast one vote per
share on each matter presented for consideration and action at the Annual
Meeting.

Abstentions may be specified as to all proposals to be brought before the
Annual Meeting, other than the election of directors. Under the rules of the
New York Stock Exchange, Inc. (the "NYSE"), brokers holding shares for
customers have authority to vote on certain matters when they have not
received instructions from the beneficial owners, and do not have such
authority as to certain other mattes (so-called "broker non-votes"). The NYSE
has advised the Company that member firms of the NYSE may not vote without
specific instruction from beneficial owners on the proposal to be considered
at the Annual Meeting to amend the Company's 1991 Employee Stock Option Plan,
but that such specific instructions are not required as to the election of
directors or the ratification of the appointment of independent accountants.

Approval of the proposals to be brought before the Annual Meeting (not
including the election of directors) will require the affirmative vote of at
least a majority in voting interest of the stockholders present in person or
by proxy at the Annual Meeting and entitled to vote thereon. As to those
proposals, if a stockholder abstains from voting certain shares it will have
the effect of a negative vote, but if a broker indicates that it does not have
authority to vote certain shares, those shares will not be considered present
and entitled to vote with respect to that proposal and therefore will have no
effect on the outcome of the vote. With regard to the election of directors,
votes may be cast in favor or withheld. The four persons receiving the highest
number of favorable votes will be elected as directors of the Company.

ELECTION OF DIRECTORS

The Board of Directors of the Company is divided into three classes, Class
I, Class II and Class III, and is currently fixed at ten directors. Each class
consists of one-third of the total number of directors (or as nearly as may be
possible) and one class is elected each year for a three-year term. The terms
of the Class II directors expire this year and their successors are to be
elected at the Annual Meeting for a three-year term expiring in 1998. The
terms of the Class III and Class I directors do not expire until 1996 and
1997, respectively.

NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------

CLASS II DIRECTORS--Nominees for
Election to Term Expiring in 1998.
James R. Bullock................... 51 Director
Arthur B. Laffer................... 54 Director
Alfred E. Osborne, Jr. ............ 50 Director
Michael J. Reardon................. 41 Director, Executive Vice President and
Chief Operating Officer
CLASS III DIRECTORS--Present Term
Expires in 1996.
James E. Clark..................... 66 Director
Richard J. Heckmann................ 51 Chairman of the Board, President and
Chief Executive Officer
J. Atwood Ives..................... 59 Director
CLASS I DIRECTORS--Present Term
Expires in 1997.
John L. Diederich.................. 58 Director
Tim L. Traff....................... 36 Director and Senior Vice President
C. Howard Wilkins, Jr. ............ 57 Director

All of the nominees have indicated a willingness to serve as directors, but
if any of them should decline or be unable to act as a director, the proxy
holders will vote for the election of another person or persons as the Board
of Directors recommends.

Biographical Information. The following biographical information is
furnished for the four nominees comprising the Class II directors, and also
for the Class I and II directors. All directors were previously elected by the
Company's stockholders, except for Mr. Bullock, who was elected by the Board
of Directors in January 1995.

Mr. Bullock has been President and Chief Executive Officer and a director
of Laidlaw Inc. since October 1993. Prior thereto he was President and
Chief Executive Officer of The Cadillac Fairview Corporation from 1987 to
1993. He is a director of Live Entertainment Inc. and Telemedia Inc.

Dr. Laffer has been Chairman and Chief Executive Officer of A.B. Laffer,
V.A. Canto & Associates, an economic research and financial firm (and its
predecessor, A.B. Laffer Associates), since founding the firm in 1979. He
is also Chairman of Calport Asset Management, Inc., a money management
firm.

Dr. Laffer has been Chief Executive Officer of Laffer Advisors, Inc., a
registered broker-dealer and investment advisor, since 1981. He was the
Charles B. Thornton Professor of Business Economics at the University of
Southern California from 1976 through 1984, Distinguished University
Professor at Pepperdine University from October 1984 to September 1987, and
was a member of President Reagan's economic policy advisory board. Dr.
Laffer received a B.A. degree in economics from Yale University and later
received an M.B.A. degree and a Ph.D. in economics from Stanford
University. He is a director of Lottery Enterprise, Inc., Master, Inc.,
Nicholas Applegate Mutual and Growth Equity Funds and Value Vision, Inc.

Dr. Osborne is Director of Entrepreneurial Studies Center and Associate
Professor of Business Economics at the John E. Anderson Graduate School of
Management at UCLA. He has been on the UCLA faculty since 1972. Dr. Osborne
was educated at Stanford University, where he earned a B.S. degree in
electrical engineering, an M.B.A. in finance, a master's degree in
economics and a Ph.D. in business-economics. He is a director of First
Interstate Bank of California, Greyhound Lines, Inc., Nordstrom, Inc.,
ReadiCare, Inc., Seda Specialty Packaging Corporation and The Times Mirror
Company.

Mr. Reardon was appointed Chief Operating Officer of the Company on
September 28, 1993, having previously served as Executive Vice President of
the Company since February 17, 1992, and prior to that as the Chief
Financial Officer and Secretary of the Company since July 16, 1990. He
became President and General Manager of Illinois Water Treatment, Inc., a
subsidiary of the Company, in March 1992. From 1981 to July 1990 he was
Chief Financial Officer of The C&C Organization, a company engaged in
restaurant ownership, management and construction. Mr. Reardon is a
certified public accountant and was a senior auditor with Arthur Anderson &
Co. from 1978 to 1981.

Mr. Clark was President of Western Operations for Prudential Insurance
from 1978 to June 1990. Since June 1990, he has been a consultant and a
private investor. Mr. Clark is also director of Asian Business Connection,
Durotest Corporation, The Earth Technology Corporation and Managed Health
Network, Inc. He is also a trustee of the Yul Brynner Foundation.

Mr. Heckmann was elected Chairman of the Board of Directors, President
and Chief Executive Officer of the Company on July 16, 1990. Mr. Heckmann
was a Senior Vice President at Prudential-Bache Securities in Rancho
Mirage, California from January 1982 to August 1990. He joined the U.S.
Small Business Administration in 1977 and served as Associate Administrator
for Finance and Investment from 1978 to 1979. Prior thereto he was founder
and Chairman of the Board of Tower Scientific Corporation, a manufacturer
of custom prosthetic devices, which was sold to Hexcel Corporation in 1977.
Mr. Heckmann is also a director of Air Cure Environmental Inc., Smith Sport
Optics, The Earth Technology Corporation and U.S.A. Waste.

Mr. Ives is Chairman and Chief Executive Officer of Eastern Enterprises.
Prior to joining Eastern in 1991, he was Vice Chairman, Chief Financial
Officer and Member of the Office of the Chairman for more than five years
of General Cinema Corporation and since 1987 of The Neiman Marcus Group,
Inc. He is a Trustee of the Museum of Fine Arts, Boston and a Director or
Trustee of several mutual funds advised by Massachusetts Financial Services
Company.

Mr. Diederich has been Executive Vice President--Chairman's Counsel for
Aluminum Company of America ("Alcoa") since August 1991. Prior to assuming
his present position, he had been Group Vice President--Alcoa Metals and
Chemicals since 1986 and a Vice President of Alcoa since 1982. Mr.
Diederich is a trustee of Shadyside Hospital and a director of Copperweld
Steel Company Industries and Alcoa Foundation.

Mr. Traff was first appointed a Senior Vice President of the Company on
December 8, 1992, having previously been Vice President--Corporate
Development since March 1992. He had been President of Traff Capital
Management, a money management company, since 1989. From 1985 to 1988 he
was an analyst at

SIT Investment, a money management company. Mr. Traff received a B.S.
degree in business economics from the University of Minnesota.

Mr. Wilkins served as the United States Ambassador to the Netherlands
from June 1989 to July 10, 1992. Prior to being Ambassador and thereafter,
Mr. Wilkins has been Chairman of the Board of Maverick Restaurant Corp.,
which owns and operates restaurants under franchise agreements, and
Maverick Development Corp. He was Vice Chairman of Pizza Huts, Inc. until
1975. From 1981 to 1983 Mr. Wilkins served as a director of U.S. Synthetic
Fuels Corporation. Mr. Wilkins received a B.A. degree from Yale University
in 1960.

Meetings and Committees. During the fiscal year ended March 31, 1995
("Fiscal 1995"), the Board of Directors met on five occasions and also took
action four times by written consent. Each director nominee attended at least
75% of the Board and applicable Board Committee meetings, except for Mr.
Diederich.

The Board of Directors of the Company has three standing committees, the
Audit, Compensation and Nominating Committees.

The Audit Committee comprises Mr. Clark, Mr. Ives, Dr. Osborne and Dr.
Laffer, who serves as Chairman. The principal functions of the Audit Committee
are to review with the Company's independent auditors and management the plan
and results of the Company's audit, to review the Company's systems of
internal control and to recommend the engagement or the discharging of the
Company's independent auditors. The Audit Committee met once during Fiscal
1995.

The Compensation Committee comprises Mr. Clark, Mr. Diederich, Mr. Wilkins
and Dr. Osborne, who serves as Chairman. The Compensation Committee reviews
and determines the compensation of the Company's senior management and
administers the 1991 Employee Stock Option Plan. The Compensation Committee
met on four occasions and took action four times by written consent during
Fiscal 1995.

The Nominating Committee comprises Mr. Reardon, Mr. Traff and Mr. Heckmann,
who serves as Chairman. The Nominating Committee evaluates potential
candidates as nominees for the Board of Directors and recommends to the Board
of Directors the nominees for election as directors at the annual meeting of
stockholders. In recommending candidates for the Board of Directors, the
Nominating Committee will seek individuals having experience in fields
applicable to the Company's goals and functions. Stockholders who wish to
suggest qualified candidates should write to the Secretary of the Company,
stating the qualifications of such persons for consideration by the Nominating
Committee. The Nominating Committee met once during Fiscal 1995.

Compensation of Directors. Directors receive no cash compensation for their
services as directors, although they are reimbursed for out-of-pocket expenses
incurred in attending meetings. Each director who is not an employee of the
Company participates in the Company's 1991 Directors Stock Option Plan.
Pursuant to that Plan, Directors of the Company who are neither officers nor
employees of the Company or its subsidiaries are granted as of April 1 of each
year options to purchase 8,000 shares of the Company's Common Stock at an
exercise price equal to the higher of (i) $2.00 less than the fair market
value of the Common Stock or (ii) 60% of that fair market value, in both
instances determined on the date of grant. In addition, this Plan provides
that, at the time a director is first elected to the Board, options priced in
accordance with this formula are granted to the new director. The number of
such options is 8,000 if the election occurs during the first six months of
the Company's fiscal year and 4,000 if the election occurs during the last six
months of the Company's fiscal year. During Fiscal 1995, options to purchase
8,000 shares of Common Stock were granted under this Plan to Messrs., Clark,
Diederich, Ives, Laffer, Osborne and Wilkins on April 1, 1994 at an exercise
price of $12.62 per share and options to purchase 4,000 shares of Common Stock
were granted under this Plan to Mr. Bullock on January 13, 1995 at an exercise
price of $14.75 per share.

Certain Voting Arrangements. Pursuant to the agreements whereby the Company
acquired Ionpure Technologies from Eastern Enterprises in 1993, the Company
agreed, so long as Eastern Associated Securities

Corporation, or its affiliates (collectively with Eastern Enterprises,
"Eastern"), own at least 5% of the Company's voting securities, to nominate J.
Atwood Ives (or his successor at Eastern) for election to the Board and, so
long as Eastern owns at least 10% of the Company's voting securities, Eastern
has the right to designate a second member of the Board. The Company also
agreed that Mr. Ives (or his successor) will be a member of the Audit
Committee of the Board and that, upon request and with the consent of the
Board, Mr. Ives will also be appointed to the Compensation Committee or any
other committee of the Board, other than the Nominating Committee. Pursuant to
the agreements whereby the Company acquired Smogless S.p.A. ("Smogless") in
September 1994, the Company agreed, so long as Laidlaw Inc. and its affiliates
("Laidlaw") own at least 5% of the Company's voting securities, to nominate a
person designated by Laidlaw for election to the Board. In addition, Eastern
and Laidlaw agreed to vote all shares owned by them for the Board's nominees
for election to the Board, and on all other matters in the same proportion as
the votes cast by other holders of voting securities, other than those that
relate to any business combination or similar transaction involving the
Company or any amendment to the Company's Certificate of Incorporation or By-
laws.

Eastern and Laidlaw have also agreed not to (i) solicit proxies in
opposition to a recommendation of the Board, (ii) join a group for the purpose
of acquiring, voting or disposing of voting securities of the Company or (iii)
solicit stockholders for the approval of one or more stockholder proposals.

Eastern and Laidlaw have each separately agreed not to acquire voting
securities of the Company during the six-year period following the date of the
Ionpure Technologies acquisition in the case of Eastern or the Smogless
acquisition in the case of Laidlaw if, after the acquisition, its percentage
share of the Company's voting power would exceed its percentage share on the
date of consummation of the Ionpure Technologies or the Smogless acquisition,
as the case may be, except under certain circumstances, including if any
person makes (a) an offer to acquire voting securities of the Company that
would result in such person owning 20% or more of the voting power of the
Company or (b) a formal proposal for a business combination involving control
of the Company, which proposal is either (i) not withdrawn or terminated or
rejected by the Board within 30 days after such proposal is made or (ii) is
accepted by the Board.

PROPOSAL TO AMEND THE 1991 EMPLOYEE STOCK OPTION PLAN

Stockholders are being asked to approve an amendment to the Company's 1991
Employee Stock Option Plan which would increase the number of shares that are
authorized to be issued under that Plan.Plan by 750,000 shares.

The Company believes that in order to attract, retain and motivate key
employees it is desirable to be able to offer stock options, as an incentive,
tied to the Company's stock price performance. As the Company has grown over
the past several years, including through acquisitions that have involved the
issuance of additional shares of Common Stock, the Company has believed it
appropriate to increase the number of shares of Common Stock available for
employee stock options. Accordingly, the Board of Directors on February 28,
1991 unanimously adopted the 1991 Employee Stock Option Plan under which plan,
as amended by the Board thereafter and approved by the stockholders on October
29, 1991, September 28, 1992, December 1, 1993 and September 14, 1994 (the
"Employee Plan"), a total of 1,837,500 shares of Common Stock were reserved
for issuance. This number reflects the 1994 three-for-two split, in the form
of a stock dividend of the Company's Common Stock. As of July 15, 1995, of the
Company had options outstanding1,837,500 shares reserved under the Employee Plan, aggregating 1,482,334
shares and 337,121 option shares had been
previously exercised underand 1,482,334 options remained outstanding. In addition,
an option to purchase 150,000 shares was granted on April 3, 1995 to the
Employee Plan. Accordingly, only an aggregateCompany's Chief Executive Officer, subject to the approval of 18,045 shares remained
available for future grants.the proposed
amendment. The Company believes that it is desirable to increase thatthe number of
shares authorized under the Plan by an additional 750,000 shares. Accordingly,shares and,
accordingly, the Board of Directors voted to amend the Employee Plan to
increase the number of shares reserved for issuance from 1,837,500 to
2,587,500 shares, and directed that the amendment be submitted for
consideration and action at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO THE
EMPLOYEE PLAN.

The Employee Plan is administered by the Compensation Committee. The persons
eligible to participate in the Employee Plan are the officers and other key
employees of the Company or its subsidiaries (approximately 100 individuals).
However, it is not possible at this time to determine who may be selected to
receive additional options or the size of the grants. Options granted under
the Employee Plan may be either "incentive stock options", that is, options
which meet the requirements of Section 422A of the Internal Revenue Code of
1986 (the "Code"), or nonqualified stock options, that is, options which do
not meet such requirements. Incentive stock options may be granted only to
employees. The aggregate fair market value (determined as of the date of
grant) of the stock for which an optionee's incentive stock options will vest
in any calendar year may not exceed $100,000. No options may be granted under
the Employee Plan later than February 27, 2001.

The exercise price per share for each option granted under the Employee Plan
may not be less than the fair market value of the Company's Common Stock on
the date of grant. For any option recipient who owns more than 10% of the
Company's voting stock (a "Ten Percent Owner") at the time of grant, the
exercise price must be at least 110% of fair market value. The Compensation
Committee will set the terms and vesting schedule of each option, provided,
however, that no term may exceed ten years from the date of grant, and the
term of an incentive stock option granted to a Ten Percent Owner may not
exceed five years.

Payment upon exercise of an option may be made in cash or, with the consent
of the Compensation Committee, in Common Stock of the Company valued at its
then-current fair market value, or by a combination of cash and Common Stock.

Generally, options may be exercised only by the individual to whom the
option is granted, and are not transferable or assignable, except that in the
event of an optionee's death or legal disability, the optionee's heirs or
legal representatives may exercise the options for a period not to exceed one
year. Options will cease to be exercisable upon termination of the optionee's
service to the Company, except that with the consent of the Compensation
Committee such options (other than options held by a person who is terminated
for cause) may remain exercisable for up to three months after termination.
Notwithstanding the preceding, the Compensation Committee is authorized,
either at the time of grant or any time thereafter, to provide that an
optionee or, in the event of death, the optionee's estate, may exercise his or
her options during such periods and in such amounts as the Compensation
Committee shall determine.

In the event of an agreement to dispose of all or substantially all of the
assets or capital stock of the Company by means of a sale, merger, or other
transaction, outstanding options will, with the approval of the Compensation
Committee and the Board of Directors, and conditioned upon consummation of
such agreement, become immediately exercisable during the period beginning
with the date of such agreement and ending on the date on which the assets or
capital stock are disposed of. At that later date, the Employee Plan and any
unexercised options will terminate.

The Board of Directors may terminate or amend the Employee Plan without the
approval of the Company's stockholders, but stockholder approval would be
required in order to amend the Employee Plan to increase the total number of
shares, to change the class of persons eligible to participate in the Employee
Plan, to extend the maximum ten-year exercise period or to permit an option
exercise price to be fixed at less than 100% of the fair market value as of
the date of grant.

Certain Federal Income Tax Consequences. Options designated as incentive
stock options are intended to fall within the provisions of Section 422 of the
Code. An optionee recognizes no taxable income as the result of the grant or
exercise of such an option. If the stock acquired upon exercise of an option
is held at least until (i) two years following grant of the option and (ii)
one year following exercise, then any gain on subsequent sale of the stock
will be taxed as a long-term capital gain. In that case, the Company will not
be entitled to any deduction for federal income tax purposes. In general, if
an optionee sells shares within two years after the date of grant or within
one year after the date of exercise, the excess of the fair market value of
the shares at the date of exercise over the option exercise price (not to
exceed the gain realized on the sale) will be taxable as ordinary income at

the time of sale. A gain in excess of that amount will be a long-term or
short-term capital gain, depending on the length of time the stock was held.
If the optionee sells the stock for less than the option exercise price, the
loss will be a long-term or short-term capital loss and no income will be
recognized. Any ordinary income recognized by the optionee upon the
disposition of stock would be deductible by the Company for federal income tax
purposes.

Nonqualified stock options have no special tax status. An optionee generally
recognizes no taxable income as the result of the grant of such an option.
Upon exercise of an option, the optionee normally recognizes ordinary income
in the amount of the difference between the option price and the fair market
value on the date of exercise. Such ordinary income generally is subject to
withholding of income and employment taxes. Upon the sale of stock acquired by
the exercise of a nonqualified stock option, any gain or loss, based on the
difference between the sale price and the fair market value on the date of
recognition of income, will be taxed as short-term or long-term capital gain
or loss, depending upon the length of time the optionee has held the stock
from the date of recognition of income. No tax deduction is available to the
Company with respect to the grant of the option or the sale of stock acquired
pursuant thereto. The Company would be entitled to a deduction equal to the
amount of ordinary income recognized by the optionee as a result of the
exercise of the option.

RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT ACCOUNTANTS

The Board of Directors has appointed KPMG Peat Marwick as independent
accountants of the Company for the fiscal year ending March 31, 1996 and has
further directed that the appointment be submitted for ratification by the
stockholders at the Annual Meeting.

KPMG Peat Marwick is an internationally recognized firm of independent
accountants and has audited the Company's financial statements since fiscal
1992. A representative of KPMG Peat Marwick will be present at the Annual
Meeting and will be available to make a statement, if he or she so desires,
and to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF KPMG PEAT MARWICK AS INDEPENDENT ACCOUNTANTS FOR THE COMPANY.

OTHER MATTERS

Management of the Company does not know of any matter to be acted upon at
the Annual Meeting other than the matters described above. If any other matter
properly comes before the Annual Meeting, the proxy holders will vote the
proxies thereon in accordance with their best judgment.

EXECUTIVE COMPENSATION

The table below sets forth the compensation of the Company's Chief Executive
Officers and each of the four most highly compensated executive officers (the
"Named Executive Officers") for services rendered to the Company during Fiscal
1995 and, where applicable, 1994 and 1993:

SUMMARY COMPENSATION TABLE

LONG-
TERM
ANNUAL COMPENSATION ($) AWARDS
-------------------------------- ---------
FISCAL OTHER ANNUAL NUMBER OF ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION (1)
- - --------------------------- ------ -------- ------- ------------ --------- ----------------

Richard J. Heckmann...... 1995 $300,000 150,000 -- 60,000 $5,551
Chairman, President and 1994 300,000 150,000 -- 40,000 4,432
Chief Executive Officers 1993 262,500 105,000 -- 45,000 4,417
Michael J. Reardon....... 1995 $150,000 25,000 -- 15,000 3,983
Executive Vice President
and 1994 125,000 30,000 -- 15,000 1,252
Chief Operating Officer 1993 125,000 7,500 10,417(2) 10,000 3,646
Thierry Reyners.......... 1995 $167,236 -- -- 15,000 --
Executive Vice President 1994 44,017(3) -- -- 15,000 --
Nicholas C. Memmo........ 1995 $135,000 20,000 -- 22,500 4,389
Executive Vice President 1994 112,000122,538 20,000 -- 22,500 2,918
1993 100,00090,573 20,000 -- 30,000 2,900
Donald L. Bergmann....... 1995 $127,500 20,000 -- -- 4,493
Vice President, General
Counsel and 1994 121,250 20,000 -- 10,000 4,378
Secretary 1993 116,667 5,000 31,632(2) 10,000 3,447

- - --------
(1) Comprises Company's 50% matching contribution to the 401(k) Plan and the
Company's cost for supplemental life and disability insurance.
(2) Relocation expenses.
(3) For the period after first becoming employed by the Company.

The table below sets forth information with respect to stock options granted
to the Named Executive Officers in Fiscal 1995 under the Company's 1991
Employee Stock Option Plan. The options listed below are included in the
Summary Compensation Table above.

OPTION GRANTS IN THE LAST FISCAL YEAR

INDIVIDUAL GRANTS
------------------------------------------
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
OPTIONS RATES OF STOCK PRICE
GRANTED TO APPRECIATION
EMPLOYEES FOR OPTION TERM ($)
IN FISCAL EXERCISE EXPIRATION ---------------------
NAME GRANTED YEAR PRICE (S/SH) DATE 5% 10%
---- ------- ---------- ------------ ---------- --------- -----------

Richard J. Heckmann..... 60,000 11.5% 12.79 8/19/04 $482,000 $1,223,000
Michael J. Reardon...... 15,000 2.8% 12.79 8/19/04 120,000 305,000
Thierry Reyners......... 15,000 2.8% 12.79 8/19/04 120,000 305,000
Nicholas C. Memmo....... 22,500 4.3% 12.79 8/19/04 181,000 459,000
Donald L. Bergmann...... -- -- -- -- -- --

The table below sets forth information with respect to stock options
exercised by the Named Executive Officers in Fiscal 1995 and the number and
value of unexercised options held by such persons on March 31, 1995:

OPTION EXERCISES IN FISCAL 1995 AND FISCAL YEAR END OPTION VALUE

NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS OPTIONS
SHARES MARCH 31, 1995 MARCH 31, 1995
ACQUIRED -------------- -------------------
ON VALUE EXERCISABLE/ EXERCISABLE/
EXERCISE REALIZED (1) UNEXERCISABLE UNEXERCISABLE(2)
-------- ------------ -------------- -------------------

Richard J. Heckmann... 15,000 $183,525 170,625/91,875 $1,002,032/$169,841
Michael J. Reardon.... -- -- 92,505/26,250 $ 623,303/$ 44,844
Thierry Reyners....... -- -- 11,250/18,750 $ 15,781/$ 36,093
Nicholas C. Memmo..... 15,000 71,325 46,875/35,625 $ 91,171/$ 65,387
Donald L. Bergmann.... 11,250 55,938 18,850/11,250 $ 23,438/$ 11,562

- - --------
(1) Before taxes.
(2) Before taxes. The dollar value reported is based on the difference between
the exercise price of the outstanding option and the closing price of the
Company's Common Stock on March 31, 1995, $15.50 per share. The closing
price of the Company's Common Stock on June 30, 1995 on the New York Stock
Exchange was $19.00.

Stock Option Plans. The Company has a Directors Stock Option Plan and an
Employee Stock Option Plan, which Plans are described on pages 4 through 7 of
this Proxy Statement. Information as to options granted to the Named Executive
Officers of the Company and its subsidiaries is included on this page 9.

Incentive Plans. For Fiscal 1994 and 1995, the Company maintained a
discretionary bonus plan under which bonus awards were awarded in,
respectively, December 1993 and 1994 by the Compensation Committee to certain
senior executives, including as indicated in the table on page 8, to the Named
Executive Officers. The amounts awarded were or are payable over the ensuing
calendar year.

Pension Plans. The Company has a defined contribution savings plan (the
"Savings Plan"), which offers eligible employees an opportunity to make long-
term investments on a regular basis through salary contributions. These
contributions are supplemented by a 50% matching employer contribution.
Substantially all United States employees of the Company and its subsidiaries
are eligible to participate in the Savings Plan if they complete 90 days of
service. An employee may contribute a specified percentage of compensation, as
defined in the Savings Plan, and the Company matches 50% of the employee's
contribution for the first 7% of the employee's compensation. The Company's
contribution for employees vests in increments of one-third per year. The
Savings Plan is intended to qualify as a Section 401(k) cash or deferred
arrangement whereby a portion or all of an employee's elective contributions
and the Company's matching contributions are not subject to federal income
taxes at the time of contribution to the plan, and the plan is subject to the
restrictions imposed by the Internal Revenue Code. One such restriction of the
Internal Revenue Code limits the annual amount of employee contributions not
subject to tax. This limit is $9,240 in calendar 1995. Information as to the
Company's matching contributions to the Named Executive OfficesOfficers is included
in the table on page 8.

Retirement Program. Effective April 1, 1995, the Company established a
defined benefit pension plan for five of its senior executives, including
Messrs. Heckmann, Reardon and Memmo. Under this plan (the "Retirement
Program"), the executive becomes entitled to receive from the Company at age
60 an annual retirement income, payable for 15 years equal to 50% of the
executive's final five year average compensation. This benefit accrues on a
percentage basis over the number of years of service of the executive from his
date of hire with the Company to the attainment of age 60. The benefit accrued
vests commencing after five years of service, 50% at that time, and 10% each
year thereafter. A reduced benefit is payable at age 55 and if the

executive's employment with the Company terminates before age 55, a deferred
benefit, to the extent vested, is payable at or after age 55 based upon the
executive's accrued benefit prior to termination.

The following are the benefits payable per year for 15 years under the
Retirement Program for Messrs. Heckmann, Reardon and Memmo, assuming that
their compensation increases 5% annually and that their employment with the
Company continues until age 60, namely, for Mr. Heckmann, 9 years, for Mr.
Reardon, 19 years and for Mr. Memmo 27 years: Richard J. Heckmann $332,427;
Michael J. Reardon $233,743; and Nicholas C. Memmo $293,343.

Termination of Employment and Change-In-Control Agreements. The Company has
entered into Executive Retention Agreements with each of the Named Executive
Officers, other than Mr. Reyners, and certain additional executives of the
Company. Each of those agreements (the "Agreements") is identical, except as
to the severance multiple, below described. Mr. Reyners has a separate
employment agreement which provides for a severance payment in the event his
employment is terminated, other than for cause, equal to his annual base
compensation. The Agreements provide for the employment of the Named
Executives in their respective positions with the Company or as otherwise
determined, provided the duties to be performed are those of a senior
executive or manager of the Company. The Agreements provide that under certain
conditions, including if the Executive's employment is terminated without
cause, the executive has the right to receive from the Company an amount equal
to, in the case of Messrs. Memmo and Bergmann one times such individuals
annual salary, in the case of Mr. Heckmann, three times his annual salary and
in the case or Mr. Reardon, two times his annual salary. Following a Change-
In-Control of the Company, the Agreements provide for certain benefits if,
within one year of the Change-In-Control, the Executive's employment is
terminated without cause, or if certain other conditions of the executive's
employment are altered. In any such event, the Named Executives have the right
to receive the same multiple of their annual salary above described, but
including their latest incentive award or target incentive, if greater, and
the Company is also obligated to maintain for one year for the executive the
welfare and retirement plans available to the executive or to provide an
equivalent. Under the Agreements, and subject to the language thereof, a
Change-In-Control of the Company is defined to occur if (i) any person or
group acquires 50% or more of the Company's voting securities, (ii) during any
two year period there is a change in a majority of the Board of Directors of
the Company, (iii) there is a consolidation or merger of the Company or if
there is a transfer of substantially all of the Company's assets or (iv) a
plan of complete liquidation of the Company is approved by the stockholders.

REPORT OF COMPENSATION COMMITTEE ON ANNUAL COMPENSATION

COMPENSATION COMMITTEE

The Compensation Committee determines the compensation of the executive
officers of the Company, presently comprising Richard J. Heckmann, Chairman of
the Board, President and Chief Executive Officer, and eleven additional
individuals. The Compensation Committee also administers the Company's 1991
Employee Stock Option Plan, including the grant of options under that Plan,
and the Retirement Program. The present members of the Compensation Committee,
all of whom are outside directors, are Alfred E. Osborne, Jr., James E. Clark,
John L. Diederich and C. Howard Wilkins, Jr. Mr. Osborne serves as Chairman of
the Committee

BACKGROUND

Following the change in control and management of the Company in 1990 and in
the course of the acquisitions effected by the Company since 1991, Mr.
Heckmann and the other members of the Board of Directors have selected the
Company's senior management. The Company has retained independent consulting
firms to review the Company's executive compensation levels and programs and
to provide input to the Compensation Committee.

COMPENSATION POLICY AND PRACTICE

The Company's executive compensation policy is directed at achieving the
following goals:

To maintain a close relationship between compensation and shareholder
value;

To recognize and reward individuals for their contributions and
commitment to the growth and profitability of the Company; and

To secure and retain the highest caliber of executives through
competitive levels of total compensation.

These goals have been fundamental to the management team since 1990.
However, in view of the evolution of and significant changes in that team,
including by reason of the many acquisitions effected by the Company since
1991, the Company's executive compensation program has had a limited history,
with the focus being upon base salary, discretionary bonuses and options
granted under the Company's 1991 Employee Stock Option Plan.

BASE COMPENSATION AND BONUS

In determining base compensation for the Company's executive officers, the
Compensation Committee assesses the relative contribution of each executive to
the Company, the background and skills of each individual and the particular
opportunities and problems which the individual confronts in his position with
the Company. These factors are then assessed in the context of competitive
market factors, including competitive opportunities with other companies. The
Committee may also supplement base compensation through discretionary bonuses
in the course of its ongoing assessments of the performance of the Company
executive officers. In making its assessments of the Company's executive
officers, other than Mr. Heckmann, the Committee gives significant
consideration to the views of Mr. Heckmann, including with respect to awards
of stock options, next discussed.

STOCK OPTIONS

The Board of Directors believes that the Company, its shareholders and its
executive officers and other employees are well served by stock options.
Accordingly, the Board of Directors views options granted under the 1991
Employee Stock Option Plan as important to an effective executive compensation
policy. The same rationale is also applicable to the Company's outside
directors under the Company's 1991 Directors Stock Option Plan, pursuant to
which awards are granted on April 1 of each year. The Company believes that
not less than 10% of the Company's outstanding equity securities should be
available for employee stock options and its policy of option grants by the
Compensation Committee has reflected and can be expected to continue to
reflect this belief.

CHIEF EXECUTIVE OFFICER

In determining the compensation of the Company's President and Chief
Executive Officer during the Company's last fiscal year, the Compensation
Committee focused upon the goals above described. The additional options that
were granted during that year reflect the Company's increased revenues, from
$147,870,000 for the fiscal year ended March 31, 1994 to $272,032,000 for the
fiscal year ended March 31, 1995, and an increase in profitability, from
$4,986,000 to $8,331,000, respectively, for those fiscal years. (The amounts
for the fiscal year ended March 31, 1994 do not include the restatement for
that period resulting from the merger of Liquipure Technologies, Inc. in July
1994 and accounted for as a pooling of interests). Also during the same period
the Company initiated efforts resulting in the public sale in April 1995 of
6,900,000 shares of Common Stock and acquired several businesses, including
Liquipure Technologies, Inc. and Smogless S.p.A.

Alfred E. Osborne, Jr., Chairman
James E. Clark
John L. Diederich
C. Howard Wilkins, Jr.

COMPARATIVE STOCK PERFORMANCE

The chart below sets forth line graphs comparing the performance of the
Company's Common Stock against the New York Stock Exchange Composite Stock
Index and an appropriate "peer group" index for the five year period
commencing April 1, 1990 and ending March 31, 1995. The "peer group" index
consists of the common stock of Calgon Carbon Corporation, Ionics,
Incorporated, Osmonics, Inc. and Wheelabrator Technologies.Technologies Inc. The indices
assume that the value of the investment in United States Filter Corporation
Common Stock and each index was $100 on April 1, 1990 and that dividends were
reinvested.

(PERFORMANCE GRAPH APPEARS HERE)

3/30/90 3/28/91 3/31/92 3/31/93 3/31/94 3/31/95
------- ------- ------- ------- ------- -------

U.S. Filter Common Stock........ $100.00 $122.36 $322.78 $421.94 $356.54 $392.39
NYSE Composite Stock Index...... 100.00 109.87 119.48 133.49 132.22 145.06
Peer Group Index................ 100.00 141.79 155.01 189.23 170.87 134.77

- - --------
Peer Group Index includes: Calgon Carbon Corporation, Ionies Incorporated,
Osmonics Inc. and Wheelabrator Technologies.Technologies Inc.

PRINCIPAL STOCKHOLDERS

Set forth below is information as of June 30, 1995 concerning the ownership
of the Company's Common Stock, Series A Preferred Stock and Series B Preferred
Stock by (i) all persons or entities known to the Company to be beneficial
owners of more than 5% of the outstanding Common Stock or Series A or Series B
Preferred Stock, (ii) each director of the Company, (iii) each of the Named
Executive Officers and (iv) all executive officers and directors of the
Company as a group. Except as otherwise indicated and subject to applicable
community

property and similar laws, each of the persons or entities named has sole
voting and investment power with respect to the securities owned.

COMMON STOCK
-------------------------
NUMBER OF PERCENTAGE
BENEFICIAL OWNERS (1) SHARES(2) OF CLASS(2)
--------------------- --------- -----------

Eastern Associated Securities Corporation(3)................. 3,041,092 13.7%
Laidlaw, Inc.(4)............................................. 2,965,829(5) 12.1%
The TCW Group, Inc.(6)....................................... 860,975 3.8%
Warburg, Pincus Capital Company, L.P.(7)..................... 1,832,500 8.2%
Richard J. Heckmann.......................................... 622,147662,147 2.8%
Michael J. Reardon........................................... 121,179(8) *
Tim L. Traff................................................. 157,847 *
Nicholas C. Memmo............................................ 56,256 *
Thierry Reyners.............................................. 15,000 *
Donald L. Bergmann........................................... 18,750 *
James R. Bullock(9).......................................... 12,000(10) *
James E. Clark............................................... 68,000 *
John L. Diederich(11)........................................ 27,500 *
J. Atwood Ives(12)........................................... 26,000(13) *
Arthur B. Laffer............................................. 56,000 *
Alfred E. Osborne, Jr........................................ 61,450 *
C. Howard Wilkins, Jr........................................ 95,000 *
All Directors and officers as a group (19 persons)........... 1,337,1291,377,129 6.0%

PREFERRED STOCK
-------------------------
NUMBER OF PERCENTAGE
SHARES OF CLASS
--------- -----------

Series A Convertible Preferred Stock
Aluminum Company of America(14)............................. 880,000(15) 100.0%
Series B Convertible Preferred Stock
Laidlaw, Inc. .............................................. 139,518(15) 100.0%

- - --------
* Less than 1%.
(1) The address of each person listed in this table, except as otherwise
noted, is c/o United States Filter Corporation, 73-710 Fred Waring Drive,
Palm Desert, California 92260.
(2) The numbers of shares shown includes shares that may be acquired upon the
exercise of options or warrants or the conversion of outstanding
convertible debentures within 60 days of the date of this Proxy
Statement. Such numbers are as follows: Mr. Heckmann--193,125; Mr.
Reardon--96,255; Mr. Traff--37,500; Mr. Memmo--56,250; Mr. Reyners--
15,000; Mr. Bergmann--18,750; Mr. Bullock--12,000; Mr. Clark--44,000; Mr.
Diederich--26,000; Mr. Ives--26,000; Mr. Laffer--44,000; Mr. Osborne--
44,000; Mr. Wilkins--44,000; all directors and executive officers as a
group--656,880; and Laidlaw Inc.--2,500,000.
(3) The address of Eastern Associated Securities Corporation is c/o Eastern
Enterprises, 9 Riverside Road, Weston, Massachusetts 02193.
(4) The address of Laidlaw Inc. is 3221 North Service Road, Burlington,
Ontario, Canada L7R 3Y8.
(5) Consists of 465,829 shares of Common Stock owned of record and 2,500,000
shares issuable upon exercise of warrants.
(6) The address of TCW Group, Inc. is 865 South Figueroa Street, Los Angeles,
California 90017.
(7) The address of Warburg Pincus Capital Company, L.P. is 466 Lexington
Avenue, New York, NY 10017.
(8) Includes 1,800 shares that Mr. Reardon holds as trustee for the benefit
of his father-in-law, and as to which Mr. Reardon disclaims beneficial
ownership.
(9) The address of Mr. Bullock is c/o Laidlaw Inc., 3221 North Service Road,
Burlington, Ontario, Canada L7R 3Y8.

(10) Excludes 2,965,289 shares that are beneficially owned by Laidlaw Inc., of
which Mr. Bullock is the President and Chief Executive Officer.
(11) The address of Mr. Diederich is c/o Aluminum Company of America is Alcoa
Building, 425 Sixth Avenue, Pittsburgh, Pennsylvania 15219.
(12) The address of Mr. Ives is c/o Eastern Enterprises, 9 Riverside Road,
Weston, Massachusetts 02193.
(13) Reflects 26,000 shares issuable upon exercise of options, as to which Mr.
Ives has agreed to transfer to Eastern Enterprises any precuniary benefit
which he may derive from such options. Excludes 3,041,092 shares that are
beneficially owned by Eastern Enterprises, of which Mr. Ives is the
Chairman and Chief Executive Officer.
(14) The address of Aluminum Company of America is Alcoa Building, 425 Sixth
Avenue, Pittsburgh, Pennsylvania 15219.
(15) Each share of Series A and Series B Preferred Stock is convertible into
1.5 shares of Common Stock.

SECURITIES AND EXCHANGE COMMISSION REPORTS

Under the securities laws of the United States, the Company's directors, its
executive officers and any persons beneficially holding more than ten percent
of the Company's Common Stock are required to report their ownership of the
Company's Common Stock and any changes in that ownership to the Securities and
Exchange Commission and the New York Stock Exchange. Specific due dates for
these reports have been established and the Company is required to report in
this proxy statement any failure to file by these dates. All of these filing
requirements were satisfied. In making these statements, the Company has
relied on copies of the reports that its officers and directors have filed
with the Commission.

PROXY SOLICITATION

The cost of soliciting the proxies for the Special Meeting will be borne by
the Company. This Proxy Statement and the accompanying materials, in addition
to being mailed directly to stockholders, will be distributed through brokers,
custodians, nominees and other like parties to beneficial owners of shares of
Common Stock. The Company will, upon request, reimburse such parties for their
charges and expenses in connection therewith.

STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING

Stockholder proposals intended to be presented at the 1996 annual meeting of
stockholders of the Company must be received by March 27, 1996. Any such
proposals should be addressed to the Secretary of the Company, 73-710 Fred
Waring Drive, Suite 222, Palm Desert, California 92260.

By Order of the Board of Directors

Donald L. Bergmann
Secretary

July 24, 1995

UNITED STATES FILTER CORPORATION

73-710 FRED WARING DRIVE
PALM DESERT, CALIFORNIA 92260

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS ON SEPTEMBER 11, 1995

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Richard J. Heckmann and Donald L. Bergmann,
and each of them as proxies, each with the power to appoint his substitute,
and hereby authorizes any of them to represent and to vote, as designated on
the reverse side of this proxy card, all shares of common stock, par value
$.01 per share (the "Common Stock"), of United States Filter Corporation (the
"Company"), which the undersigned is entitled to vote at an Annual Meeting of
Stockholders of the Company (the "Annual Meeting") to be held on September 11,
1995 commencing at 9:30 a.m., Pacific Daylight Time, at the Radisson Resort
Hotel, 76-661 Highway 111, Indian Wells, California 92210 or any adjournment
or postponement thereof as follows on the reverse side of this proxy card:

(TO BE SIGNED ON REVERSE SIDE)

[X] PLEASE MARK YOUR +++ +
VOTES AS IN THIS + +
EXAMPLE. +++++

FOR WITHHELD
1. Election of [_] [_] NOMINEES: James R. Bullock, Arthur
four Directors B. Laffer, Alfred E. Osborne, Jr.
and Michael J. Reardon

INSTRUCTION: To withhold authority to vote
for any individual nominee, draw a line
through such nominee's name.

__________________________________

2. The Proposal to approve an amendment FOR AGAINST ABSTAIN
to the Company's 1991 Employee Stock [_] [_] [_]
Option Plan.

In their discretion, the proxy holders are authorized to vote upon such other
business as may properly come before the meeting.

This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no directions are specified, this proxy will
be voted FOR proposal's 1 and 2.

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE.

SIGNATURE _______________ DATED _______ SIGNATURE _______________ DATED _______
(Signature if
Jointly Owned)

Note: Please sign exactly as name or names appear hereon. When signing as
attorney, executor, administrator, trustee or guardian please give your
full title. If a corporation, please sign in full corporate name by
president, or other authorized officer. If a partnership please sign in
partnership name by authorized person.

UNITED STATES FILTER CORPORATION

73-710 FRED WARING DRIVE
PALM DESERT, CALIFORNIA 92260

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS ON SEPTEMBER 11, 1995

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Richard J. Heckmann and Donald L. Bergmann,
and each of them as proxies, each with the power to appoint his substitute,
and hereby authorizes any of them to represent and to vote, as designated on
the reverse side of this proxy card, all shares of Series A voting cumulative
convertible preferred stock, par value $.10 per share (the "Series A Preferred
Stock"), of United States Filter Corporation (the "Company"), which the
undersigned is entitled to vote at an Annual Meeting of Stockholders of the
Company (the "Annual Meeting") to be held on September 11, 1995 commencing at
9:30 a.m., Pacific Daylight Time, at the Radisson Resort Hotel, 76-661 Highway
111, Indian Wells, California 92210 or any adjournment or postponement thereof
as follows on the reverse side of this proxy card:

(TO BE SIGNED ON REVERSE SIDE)

X PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

- - --
ORFWITHHELD

ORF
AGAINST
ABSTAIN

1. Election of four Directors
NOMINEES: James R. Bullock, Arthur B. Laffer, Alfred E. Osborne, Jr. and
Michael J. Reardon
2. The Proposal to approve an amendment to the Company's 1991 Employee Stock
Option Plan.
In their discretion, the proxy holders are authorized to vote upon such other
business as may properly come before the meeting.

This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no directions are specified, this
proxy will be voted FOR proposal's 1 and 2.

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE
PREPAID ENVELOPE.
INSTRUCTION: To withhold authority to vote for any individual nominee, draw a
line through such nominee's name.
- - -------------
SIGNATURE ______ DATED _ SIGNATURE _____ DATED _
(Signature
if
Jointly
Owned)
Note:Please sign exactly as name or names appear
hereon. When signing as attorney, executor, ad-
ministrator, trustee or guardian please give
your full title. If a corporation, please sign
in full corporate name by president, or other
authorized officer. If a partnership please
sign in partnership name by authorized person.

UNITED STATES FILTER CORPORATION

73-710 FRED WARING DRIVE
PALM DESERT, CALIFORNIA 92260

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS ON SEPTEMBER 11, 1995

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Richard J. Heckmann and Donald L. Bergmann,
and each of them as proxies, each with the power to appoint his substitute,
and hereby authorizes any of them to represent and to vote, as designated on
the reverse side of this proxy card, all shares of Series B Voting convertible
preferred stock, par value $.10 per share (the "Series B Preferred Stock"), of
United States Filter Corporation (the "Company"), which the undersigned is
entitled to vote at an Annual Meeting of Stockholders of the Company (the
"Annual Meeting") to be held on September 11, 1995 commencing at 9:30 a.m.,
Pacific Daylight Time, at the Radisson Resort Hotel, 76-661 Highway 111,
Indian Wells, California 92210 or any adjournment or postponement thereof as
follows on the reverse side of this proxy card:

(TO BE SIGNED ON REVERSE SIDE)

X PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

- - --
ORFWITHHELD

ORF
AGAINST
ABSTAIN

This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no directions are specified, this
proxy will be voted FOR proposal's 1 and 2.