As filed with the Securities and Exchange Commission on December 13, 1996 Registration No. 333-17745 _________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________________ United States Filter Corporation (Exact name of registrant as specified in its charter) DELAWARE 3589 (State or other jurisdiction (Primary Standard Industrial of incorporation or organization) Classification Code Number) 33-0266015 (I.R.S. Employer Identification No.) 40-004 COOK STREET PALM DESERT, CALIFORNIA 92211 (619) 340-0098 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ___________________ DAMIAN C. GEORGINO VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY UNITED STATES FILTER CORPORATION 40-004 COOK STREET PALM DESERT, CALIFORNIA 92211 (619) 340-0098 (Name, address, including zip code, and telephone number, including area code, of agent for service) ___________________ Copy to: JANICE C. HARTMAN KIRKPATRICK & LOCKHART LLP 1500 OLIVER BUILDING PITTSBURGH, PENNSYLVANIA 15222 (412) 355-6500 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time after this registration statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ____ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. X ___ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ____ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ____ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ____ ______________________________ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits. The following exhibits are filed as part of this amendment: EXHIBIT NUMBER DESCRIPTION ------- ----------- 5.01 Opinion of Damian C. Georgino as to the legality of the securities being registered 23.01 Consent of Damian C. Georgino (included in Exhibit 5.01) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Desert, State of California, on December 13, 1996. UNITED STATES FILTER CORPORATION By: /s/ Richard J. Heckmann --------------------------------- Richard J. Heckmann Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed by the following persons in the capacities and on the dates indicated. Signature Capacity Date --------- -------- ----- /s/ Richard J. Heckmann Chairman of the December 13, 1996 -------------------------- Board, President Richard J. Heckmann and Chief Executive Officer (Principal Executive Officer) and a Director /s/ Kevin L. Spence Vice President December 13, 1996 -------------------------- and Chief Kevin L. Spence Financial Officer (Principal Financial and Accounting Officer) * Executive Vice December 13, 1996 -------------------------- President and a Michael J. Reardon Director * Senior Vice December 13, 1996 -------------------------- President and a Tim L. Traff Director Signature Capacity Date --------- -------- ----- * Director December 13, 1996 -------------------------- James E. Clark Director -------------------------- John L. Diederich Director -------------------------- Robert S. Hillas Director -------------------------- Arthur B. Laffer * Director December 13, 1996 -------------------------- Alfred E. Osborne, Jr. Director -------------------------- J. Danforth Quayle * Director December 13, 1996 -------------------------- C. Howard Wilkins, Jr. /s/ Damian C. Georgino December 13, 1996 -------------------------- Damian C. Georgino *Attorney-in-Fact EXHIBIT INDEX EXHIBIT SEQUENTIAL PAGE NUMBER DESCRIPTION NUMBER ------- ----------- --------------- 5.01 Opinion of Damian C. Georgino as to the legality of the securities being registered 23.01 Consent of Damian C. Georgino (included in Exhibit 5.01)