Exhibit 99.02

                        AMENDMENT TO STOCK PURCHASE AGREEMENT


               The Stock Purchase Agreement dated as of the 20th day of
          September 1996, by and among Thomas J. Goulet, M&I Ventures
          Corporation, United States Filter Corporation, Illinois Water
          Treatment, Inc. and Kisco Water Treatment Company, is hereby
          amended as follows:

               For valuable consideration, receipt of which is hereby
          acknowledged, Section 7.2 is hereby amended by the addition of
          the following language in the next to last sentence:

               7.2  and/or (vii) any liability resulting from a claim by
                    Erica Miles based upon the alleged sexual harassment
                    incident on June 13, 1996, as and to the extent such
                    incident results in a claim being filed against the
                    Company prior to expiration of the time period
                    specified in Section 7.5 and does not reasonably result
                    from any action taken, directly or indirectly, by the
                    Company after Closing.


               IN WITNESS WHEREOF, the parties hereto have executed this
          Amendment as of the 30th day of September, 1996.


                                        /s/ Thomas J. Goulet
                                        ----------------------------------
                                        Thomas J. Goulet

                                        M&I VENTURES CORPORATION

                                        By:  /s/ William G. Krugler       
                                             -----------------------------
                                             William G. Krugler
                                        Title:  Vice President


                                        ILLINOIS WATER TREATMENT, INC.

                                        By:  /s/ Michael E. Hulme, Jr.
                                             -----------------------------
                                        Title:  Vice President


                                        UNITED STATES FILTER CORPORATION

                                        By:  /s/ Michael E. Hulme, Jr.
                                        ----------------------------------
                                        Title: Atty-in-fact for
                                               D. Georgino, Vice Pres.




                                        KISCO WATER TREATMENT COMPANY

                                        By:  /s/ Thomas J. Goulet
                                             ------------------------------
                                             Title:  President