SCHEDULE 14A INFORMATION

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

Filed by the Registrant [_]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] 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 (S) 240.14a-11(c) or (S) 240.14a-12

CUNO INCORPORATED
- --------------------------------------------------------------------------------
(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] No fee required.

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

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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
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[_] Fee paid previously with preliminary materials.

[_] 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:

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(4) Date Filed:

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Notes:

[LOGO OF CUNO]

Notice of
Annual Meeting
of
Stockholders
March 27, 2002
and
Proxy Statement

CUNO Incorporated
400 Research Parkway
Meriden, Connecticut 06450

[LOGO OF CUNO]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 27, 2002

To our Stockholders:

You are cordially invited to attend the Annual Meeting of the Stockholders
of CUNO Incorporated at the Radisson Hotel & Conference Center, 100 Berlin Road,
Cromwell, Connecticut on Wednesday, March 27, 2002, at 10:00 a.m. At the Annual
Meeting, the Stockholders will vote to:

1. Elect two Class III Directors each for a three-year term expiring in
2005.

2. Reapprove the performance goals in the Executive Management Incentive
Plan.

3. Approve the appointment of Ernst & Young LLP as independent auditors.

4. Transact other business which may be properly brought before the
meeting.

The Board of Directors has determined that stockholders of record at the
close of business on January 30, 2002, are entitled to notice of and to vote at
the meeting. A list of stockholders of the Company as of the close of business
on January 30, 2002 will be available for inspection during business hours
commencing March 17, 2002 at the Company's offices at 400 Research Parkway,
Meriden, Connecticut and will also be available at the Annual Meeting.

YOUR VOTE IS IMPORTANT

Please vote all proxies you receive. Stockholders of record can vote any
one of three ways:

. By Telephone: Call the toll-free number on your proxy card to vote by
phone.
. Via Internet: Visit the web site on your proxy card to vote via the
Internet.
. By Mail: Mark, sign, date and mail your proxy card in the enclosed
postage-paid envelope.

The method by which you decide to vote will not limit your right to vote at
the Annual Meeting. If you later decide to attend the Annual Meeting in person,
you may vote your shares even if you previously have submitted a proxy.

An admission ticket, which is required for entry into the Annual Meeting,
is attached to your proxy card. If you plan to attend the Annual Meeting,
please vote your proxy but keep the admission ticket and bring it to the Annual
Meeting. If your shares are held in the name of a bank, broker or other holder
of record, you must obtain a proxy, executed in your favor, from the holder of
record to be able to vote at the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ John a. Tomich
JOHN A. TOMICH
General Counsel and Secretary

February 5, 2002

PROXY STATEMENT
Annual Meeting of Stockholders
March 27, 2002

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of CUNO Incorporated (the "Company") to be
used at the Company's 2002 Annual Meeting of Stockholders (the "Annual Meeting")
and at any adjournments or postponements thereof. The meeting will be held at
the Radisson Hotel & Conference Center, 100 Berlin Road, Cromwell, Connecticut
on Wednesday, March 27, 2002, at 10:00 a.m. The accompanying Notice of Annual
Meeting of Stockholders and this Proxy Statement are first being mailed to
stockholders on or about February 5, 2002.

VOTING SHARES

The Board of Directors has fixed the close of business on January 30, 2002,
as the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting. Only stockholders of record at the close of
business on that date will be entitled to vote at the Annual Meeting or any
adjournments or postponements thereof. The Company's voting securities
outstanding on January 30, 2002, consisted of 16,440,500 shares of its $.001 par
value common stock ("Common Stock"). Each share of Common Stock is entitled to
one vote on all matters to come before the Annual Meeting. A plurality of the
votes cast in person or by proxy is required to elect the nominees for director.
The affirmative vote of a majority of the shares present in person or by proxy
is required to reapprove the performance goals in the Company's Executive
Management Incentive Plan ("EMIP") and to approve the appointment of Ernst &
Young LLP as independent auditors of the Company's financial statements for
fiscal year ending October 31, 2002.

You may revoke your proxy at any time before it is actually voted at the
Annual Meeting by (i) delivering written notice of revocation to the Secretary
of the Company, (ii) submitting a subsequently dated proxy, or (iii) attending
the meeting and withdrawing the proxy. Each unrevoked proxy card properly
executed and received prior to the close of the voting will be voted as
indicated. Where specific instructions are not indicated, the proxy will be
voted FOR the election of all directors as nominated, FOR the reapproval of the
performance goals in the EMIP, and FOR the approval of Ernst & Young LLP as
auditors.

All shares represented by effective proxies marked "abstain" will be
counted as present for purposes of reaching a quorum at the Annual Meeting or
any adjournments or postponements thereof. Abstentions will be treated as
shares present and entitled to vote for any proposal presented at the Annual
Meeting or any adjournments or postponements thereof. With respect to any
matter brought before the Annual Meeting or any adjournments or postponements
thereof, an abstention will have the same effect as a vote cast against a
proposal. If a broker indicates on a proxy that it does not have discretionary
authority as to certain shares to vote on a particular matter, those shares will
not be considered as present and entitled to vote with respect to that matter
and will have no effect on the vote on such matter.

PROPOSAL 1
ELECTION OF DIRECTORS

The Company's Board of Directors is divided into three classes that serve
staggered three-year terms and are as nearly equal in number as possible.

Directors of Class III, whose terms of office expire at the Annual Meeting
on March 27, 2002, are Mr. Frederick C. Flynn, Jr. and Mr. C. Edward Midgley.
The Board has nominated these two candidates for reelection as directors for a
term ending at the 2005 Annual Meeting and they have consented to serve if
elected. It is the intention of the persons named in the enclosed form of proxy
to vote such proxy as specified and, if no specification is made on a signed and
returned proxy, to vote such proxy FOR the election as directors the nominees
listed in the table below to serve for a term of three years and until a
successor shall be elected and qualified. THE BOARD OF DIRECTORS RECOMMENDS
THAT THE STOCKHOLDERS VOTE IN FAVOR OF THE ELECTION OF THE NOMINEES NAMED IN
THIS PROXY STATEMENT TO SERVE AS DIRECTORS OF THE COMPANY.

The Board of Directors has no reason to believe that the persons nominated
will not be available. If a vacancy or vacancies among the original nominees
occurs prior to the Annual Meeting, shares represented by the proxies so
appointed may be voted for a substitute nominee or nominees designated by the
Board of Directors and will be voted for the remaining nominees, if any. In any
event, the shares represented by the proxy will be voted for the election of the
nominees unless instructed to the contrary.

Each stockholder will be entitled to vote the number of shares of Common
Stock held as of the record date by such stockholder for the number of directors
to be elected. Stockholders will not be allowed to cumulate their votes in the
election for directors.

INFORMATION ABOUT THE NOMINEES

[photograph]

Frederick C. Flynn, Jr., age 51 - Director since 1999
Class III Director (present term expires in 2002)

Mr. Flynn has been a director of the Company, Senior
Vice President - Finance and Administration, Chief Financial
Officer, and Assistant Secretary of the Company since January
1999. From 1997 through 1998, he served as Senior Vice President
- Finance and Chief Financial Officer of GE Capital Information
Technology Solutions, a computer systems distributor and service
provider. In 1996 he was Senior Vice President - Finance of
National Medical Care, Inc., a healthcare services provider, and
from 1979 to 1995 he was with United Technologies Corporation,
the last six years as Vice President - Treasurer. He holds a
bachelor of science degree in Economics from Boston College and a
master's degree in Business Administration from the University of
Connecticut.

[photograph]

C. Edward Midgley, age 65 - Director since 1995
Class III Director (present term expires in 2002)

Mr. Midgley has been a director of the Company since 1995, when
the Company was a subsidiary of Commercial Intertech Corp. Mr.
Midgley has been a Senior Advisor with UBS Warburg since November
2000. From 1995 until November 2000, he was an Advisory Director
of PaineWebber Incorporated. From 1992 until 1995, he was Co-Head
of Investment Banking, Executive Managing Director, Head of
Mergers and Acquisitions and a Member of the Board of Directors
of Kidder, Peabody & Co. Incorporated. He holds a bachelor of
arts degree in Economics from Princeton University and a master's
degree in Business Administration from Harvard Business School.

INFORMATION ABOUT THE OTHER DIRECTORS

[photograph]

Joel B. Alvord, age 63 - Director since 1996
Class I Director (present term expires in 2003)

Mr. Alvord has been a director of the Company since August 1996.
He is President and Managing Director of Shawmut Capital
Partners. Prior to joining Shawmut Capital Partners, he was
Chairman of Fleet Financial Group for two years, after it was
merged with Shawmut National Corporation. Mr. Alvord served as
Chief Executive Officer of Shawmut National Corporation from 1987
to 1995. He was educated at Loomis Chaffee School and Dartmouth
College, where he holds a bachelor's degree in History and a
master's degree in Business Administration from the Amos Tuck
School of Business Administration. He is a director of Fleet
Financial Group. He has been a member of the Board of the Federal
Reserve Bank of Boston, HSB Group, and Swiss Reinsurance Company
of North America. He is a trustee of the Wang Center for the
Performing Arts and the American Repertory Theater.

[photograph]

Dr. Charles L. Cooney, age 57 - Director since 1996
Class I Director (present term expires in 2003)

Dr. Cooney has been a director of the Company since August 1996.
He has been a Professor of Chemical and Biochemical Engineering
at the Massachusetts Institute of Technology ("MIT") since 1982.
At MIT he is the co-director of the Program on the Pharmaceutical
Industry. Since 1989, he has served as the regional editor of
Bioseparations, and in 1992, Dr. Cooney became a founding Fellow
for the American Institute for Medical and Biological
Engineering. He holds a bachelor of science degree in Chemical
Engineering from the University of Pennsylvania and a master's
degree and a Ph.D. in Biochemical Engineering from MIT. Dr.
Cooney is also a director of Genzyme Corporation.

[photograph]

John M. Galvin, age 69 - Director since 1993
Class I Director (present term expires in 2003)

Mr. Galvin has been a director of the Company since 1993, when
the Company was a subsidiary of Commercial Intertech Corp. Since
his retirement in 1992 from The Irvine Company, a major landowner
and developer that also owns a major portfolio of income
property, Mr. Galvin has been a private investor and consultant.
From 1987 until 1992, he was Vice Chairman and Director of The
Irvine Company. He holds a bachelor's degree in Business
Administration from Indiana University.

[photograph]

Mark G. Kachur, age 58 - Director since 1996
Class II (present term expires in 2004)

Mr. Kachur has been a director of the Company since July 1996,
Chairman of the Board since November 1, 1999, President and Chief
Executive Officer of the Company since December 1, 1997, and
President and Chief Operating Officer of the Company from
September 1996 until December 1, 1997. Since joining the Company
in 1994, Mr. Kachur has been President of the Company. From 1992
until 1994, he was President and CEO of Biotage, Inc., and from
1971 to 1991, he was with Pall Corporation, the last seven years
as a Group Vice President. He holds a bachelor of science degree
in Mechanical Engineering from Purdue University and a master's
degree in Business Administration from the University of
Hartford.

[photograph]

David L. Swift, age 65 - Director since 1996
Class II (present term expires in 2004)

Mr. Swift has been a director of the Company since August 1996.
Mr. Swift retired in 1996 from Acme-Cleveland Corporation, a
manufacturer of communications, motion control and measurement
products, where he served as Chairman of the Board since 1993 and
Chief Executive Officer and President since 1988. He holds a
bachelor of science degree from Ball State University and a juris
doctorate from the Salmon P. Chase College of Law. Mr. Swift is
also a director of Alltrista Corporation, LESCO Inc., and Twin
Disc, Incorporated.

BOARD MEETINGS AND COMMITTEE INFORMATION

The Board of Directors held six meetings during fiscal 2001 and established
committees to assist in the discharge of its responsibilities. The attendance
at the meetings of the Board of Directors and committee meetings during the year
was 96%. All directors attended 75% or more of the aggregate meetings of the
Board and the Board committees to which they were assigned.

The Board currently has the following committees: Audit, Pension and
Nominating, and Compensation. Membership and principal responsibilities of the
Board committees are described below.

The Audit Committee consists of the following four members: Messrs. Galvin
(Chairman), Midgley, Swift, and Dr. Cooney. During the fiscal year, the Audit
Committee held three meetings with the auditors and also held three
teleconferences with the auditors to review the Company's quarterly financial
results. The Audit Committee has the primary responsibility of overseeing the
Company's financial reporting process on behalf of the Board and reports the
results of its activities to the Board. In fulfilling its

oversight responsibilities, the Audit Committee recommends the selection and
evaluates the qualifications and performance of the independent auditors;
reviews with such auditors, prior to the commencement of or during such audit
for each fiscal year, the scope of the audit to be made; reviews with such
auditors and with management the results of the audits, any changes in
accounting policies and the services rendered by such auditors (including
management consulting fees, if any, and the effect of such services on the
independence of such auditors); reviews the Company's internal audit and control
functions; reviews financial statements and reports with management and the
auditors; considers such matters relating to the audits and to the accounting
procedures employed by the Company, as the Audit Committee may deem appropriate;
and reports to the full Board of Directors regarding all of the foregoing. The
Audit Committee comprises at least three directors, all of whom are financially
literate, and at least one member has accounting or related financial management
expertise. Each of the members of the Audit Committee is independent (as defined
in Rule 4200(a)(15) of the National Association of Securities Dealers' listing
standards). See the "Audit Committee Report." A copy of the Audit Committee
Charter, as adopted by the Board of Directors, was attached as Appendix A to the
Proxy Statement for the 2001 Annual Meeting.

The Pension and Nominating Committee consists of the following three
members: Messrs. Alvord (Chairman), Kachur, and Swift. During the year, the
Committee held two meetings. The Pension and Nominating Committee has the
responsibility of identifying, recruiting and nominating prospective members of
the Board of Directors. Any stockholder may nominate a person for election to
the Board of Directors by contacting the Chairman of the Pension and Nominating
Committee and making a recommendation or through the procedures outlined in
Section 2.4 of the Company's By-Laws. The Pension and Nominating Committee also
has the responsibility of overseeing and evaluating the investments of the
Company's pension plan trusts, selecting fund managers and reviewing their
performance and designating the proportion of pension contributions to be
assigned to such managers.

The Compensation Committee consists of the following five members: Messrs.
Midgley (Chairman), Alvord, Galvin, Swift and Dr. Cooney. During the fiscal
year, the Compensation Committee held four meetings. The Compensation Committee
has the authority to determine annual salaries and bonuses for all elected
officers and senior management, except the Chairman and Chief Executive Officer;
has the authority to approve incentive and deferred compensation plans, and
funding arrangements related thereto, for elected officers and senior
management; and administers such plans. The Compensation Committee recommends
to the non-employee members of the Board of Directors the annual salary, bonus,
stock options, performance shares and restricted shares for the Chairman and
Chief Executive Officer. None of the members of the Compensation Committee is an
employee or former employee of the Company. See "Compensation Committee Report
on Executive Compensation."

Directors' Compensation

Directors who are not employees or officers of the Company receive an
annual retainer fee in the amount of $36,000, paid quarterly on the last day of
each fiscal quarter. Non-employee directors have the option to make an election
to receive the retainer in deferred stock units instead of cash. Those
directors who opt for the stock unit alternative for a 3-year deferral period
will receive a 15% premium in stock units versus the cash option, a 20% premium
for a 4-year deferral period, and a 25% premium for a 5-year deferral period.
Directors are also reimbursed for reasonable travel and other expenses related
to meetings of the Board and committees. Non-employee directors receive non-
qualified stock options to purchase 2,000 shares of Common Stock annually.
Directors who are employees or officers of the Company do not receive
compensation for serving as directors or members of committees. Mr. Kachur and
Mr. Flynn, as officers of the Company, are not compensated for serving as
directors or members of committees of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors, executive officers, and persons who own more
than 10% of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission (the "SEC") initial reports of beneficial
ownership and reports of changes in beneficial ownership of Common Stock.
Officers, directors and greater than 10% stockholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.

To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended October 31, 2001, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were met.

EXECUTIVE COMPENSATION

This table shows the compensation paid to the Chief Executive Officer and
the other four most highly paid executive officers for the past three fiscal
years ending October 31 (each, a "Named Executive Officer").

Summary Compensation Table

Long-Term Compensation
------------------------------------
Annual Compensation Awards Payouts
-------------------------------------------- ------ --------
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Salary Bonus Compensation Awards/1/ Options Payouts Compensation
Year ($) ($) ($) ($) (#) ($) ($)/2/
------ ------ ----- ------------ ---------- ---------- ------- ------------

Mark G. Kachur 2001 418,154 227,500 15,180 847,991 30,330 -0- 5,250
Chairman, President and 2000 395,769 225,000 15,180 281,259 20,000 701,250 5,250
Chief Executive Officer 1999 350,000 190,700 15,180 571,508 20,000 -0- 5,000

Frederick C. Flynn, Jr. 2001 269,440 -0-/3/ 14,300 268,255 20,220 -0- 5,250
Senior Vice President - 2000 259,154 -0-/3/ 14,300 250,011 12,000 -0- 5,250
Finance & Administration 1999 206,731 152,900 12,100 556,584 13,000 -0- 1,731
and Chief Financial Officer

Thomas J. Hamlin 2001 181,354 111,000 9,660 -0- 10,110 -0- 5,250
Senior Vice President - 2000 173,731 50,000 9,660 62,523 9,000 11,641 5,212
Research & Development 1999 167,701 82,300 11,394 70,625 5,000 -0- 4,800

Timothy B. Carney 2001 172,724 60,000 9,660 25,008 8,600 -0- 5,198
Vice President - General 2000 154,809 62,000 9,660 19,394 16,500 83,750 4,644
Manager, President - North 1999 125,000 55,700 9,660 42,375 3,000 -0- 3,837
America Water Group

Anthony C. Doina 2001 185,177 38,160 9,660 5,320 7,590 -0- 5,250
Vice President - General 2000 181,408 28,000 9,660 8,761 9,000 31,176 5,442
Manager - U.S. Process 1999 175,970 22,500 9,660 102,272 7,500 -0- 5,000

/1/ This column shows the market value of restricted share awards on the date of
grant. The aggregate holdings/value of restricted stock held on October 31,
2001, by the individuals listed in this table, not including awards which
were earned after the end of the fiscal year as part of the Company's EMIP
or the Company's Management Incentive Plan ("MIP") and were elected to be
taken in the form of restricted stock, as described in the Compensation
Committee Report on Executive Compensation were: Mark G. Kachur - 74,401
shares/$1,929,962; Frederick C. Flynn, Jr., - 39,217 shares/$1,017,289;
Thomas J. Hamlin - 7,305 shares/$189,492; Timothy B. Carney - 5,018
shares/$130,167; and Anthony C. Doina 7,924 shares/$205,549.
/2/ Company matching contributions pursuant to the Company 401(k) Plan.
/3/ Pursuant to the Company's MIP, Mr. Flynn elected to take 100% of his bonus
in restricted stock.

The following table sets forth, for each of the Named Executive Officers,
options granted on Common Stock during fiscal year 2001 pursuant to the CUNO
Incorporated 1996 Stock Incentive Plan.

Option Grants In Last Fiscal Year

Potential Realizable Value
at Assumed Annual Rate
of Stock Price
Appreciation for Option
Individual Grants Term
--------------------------------------------------------- ------------------------------

Number of
Securities % of Total
Underlying Options
Options Granted to Exercise or
Granted Employees In Base Price Expiration
(#)/1/ Fiscal Year ($/Share) Date 5% ($)/2/ 10% ($)/2/
----- ----------- --------- ---- --------- ----------
Mark G. Kachur 30,330 15.56% 27.88 11/30/10 531,883 1,347,886
Frederick C. Flynn, Jr. 20,220 10.37% 27.88 11/30/10 354,588 898,592
Thomas J. Hamlin 10,110 5.19% 27.88 11/30/10 177,294 449,296
Timothy B. Carney 8,600 4.41% 27.88 11/30/10 150,814 382,190
Anthony C. Doina 7,590 3.89% 27.88 11/30/10 133,102 337,305

__________________________
/1/ The options were granted subject to a three-year vesting period, with 50% of
the options granted becoming exercisable on the second anniversary of the grant
date and 50% on the third anniversary. No stock appreciation rights were
granted. The exercisability of the options may be accelerated in the event of a
change in control.
/2/ The dollar amounts indicated in these columns are the result of calculations
assuming 5% and 10% growth rates as required by the rules of the Securities and
Exchange Commission ("SEC"). These growth rates are not intended by CUNO
Incorporated to forecast future appreciation, if any, of the price of CUNO
Incorporated Common Stock. The actual value, if any, realized by an executive
officer will depend on the excess of the market price of the shares over the
exercise price on the date the option is exercised.

The following table sets forth, for each of the Named Executive Officers,
information regarding the exercise of options on the Common Stock during fiscal
year 2001 and unexercised options held as of the end of fiscal year 2001
pursuant to the CUNO Incorporated 1996 Stock Incentive Plan.

Aggregated Option Exercises In Fiscal Year 2001 And
Fiscal Year-End 2001 Option Values

Number of Securities Value of Unexercised
Shares Acquired Value Underlying Unexercised In-the-Money Options
Name on Exercise (#) Realized ($) Options at FY-End (#) at FY-End ($)/1/
---- ---------------- ------------ ---------------------- --------------------

Exercisable/ Exercisable/
Unexercisable Unexercisable
------------- -------------

Mark G. Kachur............... -0- -0- 237,536/60,330 2,737,015/1,028,710
Frederick C. Flynn, Jr....... -0- -0- 6,500/38,720 65,423/664,209
Thomas J. Hamlin............. -0- -0- 5,500/21,610 61,983/347,501
Timothy B. Carney............ -0- -0- 11,500/26,600 121,373/491,067
Anthony C. Doina............. -0- -0- 9,750/20,340 109,196/296,901

/1/ The value per option is calculated by subtracting the exercise price from
the October 31, 2001, closing price of the Common Stock on the NASDAQ National
Market of $25.94.

The following table sets forth, for each of the Named Executive Officers,
long-term incentive awards made during fiscal year 2001 pursuant to the CUNO
Incorporated 1996 Stock Incentive Plan.

Long-Term Incentive Plan Awards In Last Fiscal Year

Estimated Future Payouts Under
Non-Stock Price Based Plans
------------------------------
Number of
Shares, Units Performance or Other
or Other Period Until Maturation Threshold Target Maximum
Name Rights (#) or Payout (#) (#) (#)
---- ---------- --------- --- --- ---

Mark G. Kachur -0- - - - -
Frederick C. Flynn, Jr. -0- - - - -
Thomas J. Hamlin -0- - - - -
Timothy B. Carney -0- - - - -
Anthony C. Doina -0- - - - -

Employees may retire from the Company with unreduced benefits under the
Company's retirement plans at age 65 or older with 25 or more years of service.
The table below shows the estimated annual pension benefits provided under the
Company's defined benefit retirement plans for employees in higher salary
classifications retiring at age 65 or later.

Estimated Total Annual Retirement Benefits Under The Pension Plan For
Salaried Employees And Supplemental Executive Retirement Plans

Years of Service
-----------------------------------------------------------------------
Remuneration 15 20 25 30 35
- -------------------- -- -- -- -- --

200,000 54,470 72,639 90,784 95,323 99,862
300,000 84,470 112,627 140,784 147,823 154,862
400,000 114,470 152,627 190,784 200,323 209,862
500,000 144,470 192,627 240,784 252,823 264,862
600,000 174,470 232,627 290,784 305,323 319,862
700,000 204,470 272,627 340,784 357,823 374,862
800,000 234,470 312,627 390,784 410,323 429,862

Benefits under the plans are calculated generally under a formula of 50% of
the participant's final average compensation reduced by 50% of the participant's
estimated social security benefits, reflected in the table in the form of a
straight life annuity. The compensation covered by the pension plan is base
salary as set forth in the Salary column of the Summary Compensation Table
above. The compensation covered by the supplemental executive retirement plan
is also base salary for Mr. Kachur, the only participant in such plan. As of
December 31, 2001, Mr. Kachur had seven years of credited service, Mr. Flynn,
Jr. had two years of credited service, Mr. Hamlin had eighteen years of credited
service, Mr. Carney had seventeen years of credited service, and Mr. Doina had
seven years of credited service with the Company.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Overall Policy and Administration

The Company's executive compensation as developed and administered by the
Compensation Committee of the Board of Directors (the "Compensation Committee")
is designed to preserve and enhance stockholder value in the context of a
progressive, global technology and manufacturing company. The executive
compensation program links executive and stockholder financial interests by:

. Motivating executives toward longer term strategic management of assets and
operations through stock programs that focus executive attention on
increasing stockholder value;

. Recognizing and rewarding individual contributions and achievements as well
as overall business performance via annual incentives tied to the
achievement of annual operating, financial and strategic objectives; and

. Providing a competitive base salary structure and total compensation
opportunity to attract and retain the executive, research, technical and
other management talent necessary to ensure the Company's continued
profitable growth and maintenance of high technological standards.

The Compensation Committee establishes salaries for Corporate officers and
administers the Company's Executive Management Incentive Plan ("EMIP"),
Management Incentive Plan ("MIP"), and the 1996 Stock Incentive Plan. In its
decision-making process, the Compensation Committee uses independent
compensation consultants and may periodically seek input from appropriate
Company executives.

Base Salaries

In the aggregate, the Compensation Committee establishes base salaries at
or near the market median (50/th/ percentile) of senior executives and other
Corporate officers in comparably sized technology and manufacturing companies.
In addition, other factors may be considered when setting individual salary
levels, which may result in salaries above or below the stated target. These
factors may include:

. Availability of talent.
. The recruiting requirements of the particular situation.
. Specific research and technical backgrounds.
. Experience.
. Anticipated performance.

Any adjustments in the base salaries of senior executives and other
Corporate officers will normally occur as of December 1 each year and are
dependent on such factors as:

. The executive's current responsibilities, experience, and performance.
. Competitive compensation practices at comparably sized technology and
manufacturing companies.
. The Compensation Committee's assessment regarding the executive's
overall contribution.

Annual Incentive Compensation

The Compensation Committee administers two annual incentive plans covering
management participants. The EMIP was approved by stockholders in 1996 and is a
performance-based plan in which payouts are set in accordance with the
requirements of Internal Revenue Code ("IRC") Section 162(m). It provides annual
incentive compensation opportunities to the Company's Chief Executive Officer
based solely on the achievement of predetermined financial performance
objectives. For a description of the proposal to reapprove the performance goals
in the EMIP, see Proposal 2. Target awards, as a percent of base salary, range
from 45 to 60% for the participant.

In addition, the Compensation Committee also administers the MIP, which
provides compensation that is not performance based as defined in Code Section
162(m), but which is based on Company performance as well as objective and
subjective evaluations of individual executive performance. The MIP provides
opportunities for Company executives to earn annual incentives based on the
achievement of a combination of important financial goals (such as operating and
net income, earnings per share, return on sales, return on assets and/or cash
flow) for the Company as well as individual objectives. A threshold net income
level must be achieved before any payments are made. Target awards, as a
percent of base salary, range from 10% to 60% for plan participants.

Participants for fiscal 2001 included 116 individuals with target incentive
award opportunities primarily based on:

. Individual responsibility levels.
. Market median data for comparably sized technology and manufacturing
companies.

To enhance the Company's objectives of encouraging additional stock
ownership and increasing Company cash flow, certain participants in the EMIP and
the MIP may elect to receive up to 100% of their award in restricted stock. If
the participant elects to receive restricted stock, the Company increases the
award by 25%. The vesting period associated with the stock award is four years
and the shares are forfeited in the event a participant voluntarily leaves the
Company or is terminated "for cause."

The 1996 Stock Incentive Plan

The 1996 Stock Incentive Plan allows for the grant of a variety of stock
incentive instruments, including non-qualified and incentive stock options,
stock appreciation rights, restricted stock and performance shares. The
Compensation Committee has made grants of stock options to the Company's key
executives to create a direct link between stockholder and executive interests,
specifically by focusing executive attention on increasing stockholder value.
The Committee also made a grant of stock options to key executives in fiscal
2001 in furtherance of aligning the executives' interests with those of the
stockholder.

Also in fiscal 2001, the Compensation Committee granted restricted stock to
Mr. Kachur in accordance with his Employment Agreement. The restricted stock
contains a four-year vesting period, and is forfeitable if Mr. Kachur leaves the
Company under certain conditions. The restricted stock grant is intended to
provide a long-term retention incentive to Mr. Kachur.

In determining stock option and restricted stock awards, the Committee
considers such factors as:

. Median competitive award levels for comparable companies.
. The need to attract, motivate, and retain managers, technical, and
research and development talent as well as other professionals.
. Company and individual performance.

The Company also awards time-lapse restricted stock grants in special
circumstances, such as to attract and retain newly hired executives and in other
similar non-recurring situations.

Chief Executive Officer Compensation

Mr. Kachur was paid a base salary of $418,154 for fiscal 2001.

For performance in fiscal 2001, Mr. Kachur received a payment under the
EMIP of $252,000. This payment was calculated from a predetermined formula
based on Corporate net income set by the Compensation Committee and certified by
the Compensation Committee in accordance with the provisions of IRC Section
162(m). In addition, Mr. Kachur received a payment from the MIP of $203,000
based on the Compensation Committee's judgment on his achievement of individual
goals and objectives during 2001. Mr. Kachur elected to receive a portion of
these awards in restricted stock.

Mr. Kachur received 20,219 time-lapsed restricted shares and a multi-year
stock option grant of 30,330 shares in fiscal 2001. In determining this grant,
the Compensation Committee wanted to ensure that Mr. Kachur's long-term
incentive compensation was delivered through stock price appreciation in order
to establish a strong financial link between Mr. Kachur and the Company's
shareholders.

Internal Revenue Code Section 162(m)

A 1993 IRC amendment caps the allowable federal income tax deduction for
compensation paid to each of the proxy-reported officers of a public company.
The deduction limit, effective since 1994, does not apply to compensation paid
under a plan that meets certain requirements for performance-based compensation.
These requirements include:

. Compensation payable based upon the attainment of one or more pre-established
objective performance goals;
. Performance goals established by a Compensation Committee of the Board of
Directors that is comprised solely of two or more "outside directors;"
. The terms of the compensation and the performance criteria are disclosed to
and approved by stockholders before payment;
. The Compensation Committee certifies in writing that the performance goals
have been satisfied before payment.

The Compensation Committee's general policy is to structure the major
components of the Company's incentive compensation programs to satisfy the
requirements of performance-based compensation and preserve the deductibility of
compensation paid to executive officers on an ongoing basis.

To implement the above policy, the Company sought and received stockholder
approval of the 1996 Stock Incentive Plan and the EMIP. Furthermore, in 1999,
the Company sought and received stockholder approval to increase the number of
shares available for awards under the 1996 Stock Incentive Plan. Such approvals
preserved the tax deductibility of stock options, performance shares and annual
incentive awards awarded to the Company's executive officers under the EMIP.
The 1996 Stock Incentive Plan links compensation to the achievement of key
financial objectives to motivate employees and increase stockholder value.

By: The Compensation Committee

C. Edward Midgley, Chairman Dr. Charles L. Cooney David L. Swift
Joel B. Alvord John M. Galvin

Employment Agreements

On December 1, 2000, the Company entered into a written agreement to employ
Mark G. Kachur as President and Chief Executive Officer. Mr. Kachur's
Employment Agreement expires on November 30, 2004. The Employment Agreement
provides for the payment of a base salary of $420,000, which can be increased at
the discretion of the Company. Additionally, Mr. Kachur will be eligible to (1)
receive annual incentives as part of the EMIP and the MIP; and (2) participate
in other incentive, stock option, profit sharing and similar plans maintained by
the Company for the benefit of its executives. In addition, the Employment
Agreement with Mr. Kachur provides that, in the event of his termination without
cause (as defined in his Employment Agreement), Mr. Kachur will receive a lump
sum payment equal to two times his then recent annual cash compensation.
Finally, Mr. Kachur will be included in all other employee benefit plans to the
extent that he is eligible. Such plans include, but are not limited to, group
life insurance plans, hospitalization and medical plans and long-term disability
plans.

On December 1, 2001, the Company entered into a written agreement to employ
Frederick C. Flynn, Jr. as Senior Vice President-Finance & Administration and
Chief Financial Officer. Mr. Flynn's Employment Agreement expires on November
30, 2005. The Employment Agreement provides for the payment of a base salary of
$277,160, which can be increased at the discretion of the Company.
Additionally, Mr. Flynn will be eligible to (1) receive annual cash incentives
as part of the MIP; and (2) participate in other incentive, stock option, profit
sharing and similar plans maintained by the Company for the benefit of its
executives. In addition, the Employment Agreement with Mr. Flynn provides that,
in the event of his termination without cause (as defined in his Employment
Agreement), Mr. Flynn will receive a lump sum payment equal to two times his
then recent annual cash compensation. Finally, Mr. Flynn will be included in
all other employee benefit plans to the extent that he is eligible. Such plans
include, but are not limited to, group life insurance plans, hospitalization and
medical plans, and long-term disability plans.

On December 1, 2001, the Company entered into a written agreement to employ
Thomas J. Hamlin as Senior Vice President-Research & Development. Mr. Hamlin's
Employment Agreement expires on November 30, 2005. The Employment Agreement
provides for the payment of a base salary of $186,500, which can be increased at
the discretion of the Company. Additionally, Mr. Hamlin will be eligible to (1)
receive annual cash incentives as part of the MIP; and (2) participate in other
incentive, stock option, profit sharing and similar plans maintained by the
Company for the benefit of its executives. In addition, the Employment
Agreement with Mr. Hamlin provides that, in the event of his termination without
cause (as defined in his Employment Agreement), Mr. Hamlin will receive a lump
sum payment equal to two times his then recent annual cash compensation.
Finally, Mr. Hamlin will be included in all other employee benefit plans to the
extent that he is eligible. Such plans include, but are not limited to, group
life insurance plans, hospitalization and medical plans, and long-term
disability plans.

Change of Control Agreements

The Company has entered into change of control agreements ("Agreements")
with Messrs. Kachur, Flynn, Hamlin, Carney, Doina and 2 other key executives
(the "Executives"). Under the Agreements, following a "Change of Control" (as
defined in the Agreements), if the Executives are terminated without cause or if
the Executives terminate their own employment for certain reasons, the
Executives could receive (in addition to certain other benefits described below)
(i) accrued and unpaid base salary and a pro rata portion of either their
current annual incentive or the average of their two highest annual incentives
during the five preceding years; (ii) two or three times the sum of their base
salary and either their current annual incentive or the average of their two
highest annual incentives during the five preceding years; (iii) the value of
any shares, dividends or other property payable assuming maximum performance
with respect to any performance shares held by the Executives; (iv) the
actuarial value of accrued benefits under the supplemental executive retirement
plan; (v) all vested nonforfeitable amounts owing under any comprehensive
benefit plans; (vi) continuation of certain benefits for two or three years,
such as medical benefits; and (vii) certain other benefits and payments. If a
Change of Control occurs, the Company is obligated to set aside, in trust,
sufficient assets to fund all obligations under the Agreements. In addition,
payments received by the Executives in connection with a Change of Control could
be "grossed up" for any excise taxes imposed by the "parachute payment"
provisions of the IRC. Under the Agreements, each of the Executives has agreed
not to compete with the Company for a stated period of time or to reveal
proprietary information.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors (the "Audit Committee") is
primarily responsible for overseeing the Company's financial reporting process.
In fulfilling its responsibility, the Audit Committee has reviewed and discussed
the audited financial statements with management; and has discussed with the
independent auditors matters relating to the scope, results and process of the
audit. The Audit Committee has received written disclosures and a letter from
the independent auditors regarding the auditors' independence, as required by
Independence Standards Board Standard No. 1, and has discussed with them their
independence. Based upon the review and discussions of the foregoing, the Audit
Committee has recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the last
fiscal year.

By: The Audit Committee

John M. Galvin, Chairman C. Edward Midgley
Dr. Charles L. Cooney David L. Swift

Performance Graph

The following graph shows a comparison of cumulative total returns during
the period commencing on October 31, 1996 and ending on October 31, 2001, for
the Company, the Russell 2000 Index, and the Company's Peer Group. The
comparison assumes $100 was invested on October 31, 1996, in the Common Stock,
the Russell 2000, and the Peer Group and assumes the reinvestment of all
dividends, if any.

[GRAPH APPEARS HERE]

October 31, 1996 October 31, 1997 October 31, 1998 October 31, 1999 October 31, 2000 October 31, 2001

CUNO 100.00 106.25 95.31 125.00 158.59 162.13

RUSSELL 2000/1/ 100.00 129.09 114.07 131.12 154.20 134.87
PEER GROUP/2/ 100.00 92.73 86.96 87.19 100.77 103.86

__________________________________
/1/ The Russell 2000 Index is a market-weighted index comprising approximately
2,000 common stocks issued by a wide range of smaller capitalization U.S.
companies.
/2/ The Peer Group Index represents public companies against which the Company
competes and includes Calgon Carbon Corporation, Ionics Inc., Millipore
Corp., Osmonics Inc., and Pall Corporation.

SECURITY OWNERSHIP OF MANAGEMENT

The directors, nominees for the office of director, the Named Executive
Officers, and all directors and executive officers as a group were the
beneficial owners of Common Stock, as of December 31, 2001, as set forth below:

Amount and Nature
of Beneficial Percent of Voting
Ownership Shares
------------------ -----------------

Joel B. Alvord........................................................... 37,853/(2)/ *
Timothy B. Carney........................................................ 28,605/(1)(2)(3)/ *
Charles L. Cooney........................................................ 17,167/(2)/ *
Anthony C. Doina......................................................... 24,355/(1) (2)/ *
Frederick C. Flynn, Jr................................................... 72,337/(1)(2)/ *
John M. Galvin........................................................... 33,064/(2)/ *
Thomas J. Hamlin......................................................... 19,816/(1)(2)/ *
Mark G. Kachur........................................................... 416,898/(1)(2)/
C. Edward Midgley........................................................ 51,552/(2)(4)/ *
David L. Swift........................................................... 25,348/(2)/ *

All Directors and Executive Officers as a group (11 people).............. 743,482 4.52%

__________________
* Less than 1%.
(1) Includes the following number of shares of Common Shares (fractional shares
not shown) credited to the accounts of the above-mentioned beneficial owners
by the trustee acting under the provisions of the Company 401(k) Plan: Mr.
Carney 2,358 shares, Mr. Doina 1,216 shares; Mr. Flynn 1,538 shares; Mr.
Hamlin 2,323 shares; and Mr. Kachur 1,289 shares.
(2) Includes shares of Common Stock acquirable within 60 days of December 31,
2001, upon exercise of options issued under the Company's 1996 Stock
Incentive Plan as follows: Mr. Alvord 6,000 shares; Mr. Carney 13,000
shares; Dr. Cooney 6,000 shares; Mr. Doina 13,500 shares; Mr. Flynn 13,000
shares; Mr. Galvin 6,000 shares; Mr. Hamlin 8,000 shares; Mr. Kachur 247,536
shares; Mr. Midgley 6,000 shares; and Mr. Swift 6,000 shares.
(3) Does not include 500 shares of Common Stock owned by Mr. Carney's wife.
(4) Does not include 10,000 shares of Common Stock owned by Mr. Midgley's wife.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership /(1)/ of Class

Common David L. Babson & Co., Inc. 1,507,235/(2)/ 9.17%
One Memorial Drive
Cambridge, MA 02142-1300
Common Gamco (Gabelli Asset Management) 1,035,212/(3)/ 6.30%
One Corporate Center
Rye, NY 10580
Common Primecap Management Co. 1,000,000/(4)/ 6.08%
Box 2600
Valley Forge, PA 19482
Common T. Rowe Price Associates, Inc. 959,700/(5)/ 5.84%
100 E. Pratt Street
Baltimore, MD 21202

(1) The information contained in this Table was obtained from Schedule 13G's or
from information provided by the Beneficial Owner.
(2) David L. Babson & Co. has sole voting power over 1,506,755 shares and sole
investment power over 1,507,235 shares.
(3) Gamco (Gabelli Asset Management) has sole voting power over 1,021,712
shares and sole investment power over 1,035,212 shares.
(4) Primecap Management Co. has sole voting power over 1,000,000 shares and has
no sole investment authority.
(5) T. Rowe Price Associates, Inc. has sole voting power over 391,300 shares
and sole investment power over 959,700 shares.

PROPOSAL 2
REAPPROVAL OF PERFORMANCE GOALS IN THE EMIP

As described under "Executive Compensation - Annual Incentive
Compensation," the EMIP is a performance-based plan in which payouts are set in
accordance with the requirements of Section 162(m) of the IRC. In accordance
with the requirements of regulations under Section 162(m) of the IRC, the
performance goals are being submitted to the stockholders for reapproval.

The EMIP provides annual incentive compensation opportunities to
selected senior executives based solely on the achievement of predetermined
financial performance objectives, including corporate operating and net income,
return on net sales, return on assets and/or cash flow. The Compensation
Committee is responsible for selecting the financial performance objective or
objectives to be used for each award under the EMIP. The Compensation Committee
establishes the specific target to be achieved for each goal specified in an
award in order for a payment to be made and the percentage (up to 100%) of base
salary that would be paid if that goal is achieved (the "Award Target"). If 80%
of the pre-established goal is achieved, the minimum payment of 25% of the Award
Target would be paid. For performance above the target for the goal, the
Compensation Committee can increase the percentage of the Award Target paid to
the participant up to a maximum of 200% of the Award Target in respect to any
fiscal year for achievement of 150% of the goal for that financial performance
objective. Mr. Kachur is currently the only participant in the EMIP.

If this proposal is approved, the performance goals described in the
preceding paragraph will continue to be used by the Compensation Committee in
administering the EMIP.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR
OF REAPPROVAL OF THE PERFORMANCE GOALS IN THE EMIP.

PROPOSAL 3
SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has selected Ernst & Young LLP to audit the
consolidated financial statements of the Company and its subsidiaries for the
fiscal year ending October 31, 2002. A representative of Ernst & Young LLP is
expected to be present at the Annual Meeting with the opportunity to make a
statement if such representative so desires and will also be available to
respond to appropriate questions from stockholders.

Unless contrary instructions are noted on the proxy, it will be voted to
ratify the selection by the Board of Directors of Ernst & Young LLP as
independent auditors for the fiscal year ending October 31, 2002. The
affirmative vote of the holders of a majority of the voting shares represented
at the Annual Meeting is required for such ratification. THE BOARD OF DIRECTORS
RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF RATIFICATION OF THE SELECTION
OF AUDITORS.

Audit Fees

The aggregate fees billed by Ernst & Young LLP for professional services
rendered for the audit of the Company's annual financial statements for the
fiscal year ended October 31, 2001 and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-Q for that
fiscal year were $208,798 plus $76,090 for audit related fees.

Financial Information Systems Design and Implementation Fees

There were no fees billed to the Company by Ernst & Young LLP for the
fiscal year ended October 31, 2001 for financial information systems design and
implementation.

All Other Fees

All other fees billed to the Company by Ernst & Young LLP for the fiscal
year ended October 31, 2001 amounted to $118,659. The Audit Committee has
determined that the fees paid to Ernst & Young LLP for services other than
auditing are compatible with maintaining Ernst & Young LLP's independence.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF
RATIFICATION OF THE SELECTION OF AUDITORS.

ANNUAL REPORT TO STOCKHOLDERS

The annual report of the Company and its subsidiaries for the fiscal year
ended October 31, 2001, including financial statements reflecting the financial
position and operations of the Company and its subsidiaries for that year, is
being mailed to stockholders simultaneously with this Proxy Statement. The
annual report is not deemed to have been filed with the Securities and Exchange
Commission and is not part of this proxy.

2002 ANNUAL MEETING OF STOCKHOLDERS

The deadline for receipt by the Company of stockholders' proposals for
inclusion in the Company's proxy statement and form of proxy for its 2003 annual
meeting of stockholders (the "2003 Meeting") is October 8, 2002. No stockholder
proposal will be considered at the 2003 Meeting unless proper notice is received
by the Company between November 22, 2002 and December 22, 2002 in compliance
with the Company's Bylaws. The Company form of proxy for the 2003 Meeting will
confer discretionary authority upon the persons named as proxies to vote on any
untimely stockholder proposals; and, the proxy statement will advise how the
proxies intend to vote on any timely stockholder proposals which are not
included in the Company's proxy statement and form of proxy.

FORM 10-K

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED OCTOBER 31, 2001, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
MAY BE OBTAINED BY STOCKHOLDERS AFTER JANUARY 31, 2002, WITHOUT CHARGE, ON
WRITTEN REQUEST DIRECTED TO THE SECRETARY, CUNO INCORPORATED, 400 RESEARCH
PARKWAY, MERIDEN, CONNECTICUT 06450.

OTHER MATTERS

The Board of Directors does not know of any matters of business to be
presented for action at the Annual Meeting other than as set forth above. The
enclosed proxy does, however, confer discretionary authority upon the persons
named therein, or their substitutes, to take action with respect to any other
matters that may properly be brought before the Annual Meeting.

SOLICITATION OF PROXIES

The enclosed form of proxy is solicited by the Board of Directors. Shares
represented by the proxy will be voted at the Annual Meeting in accordance with
the shareholder's written instructions. The cost of preparing, printing,
assembling and mailing will be paid by the Company. Officers, directors or
other employees of the Company, without additional remuneration, may solicit
proxies personally or by other appropriate means, if deemed advisable. The
Company will also request brokers, banks and other nominees to send proxy
material to and obtain proxies from their principals, and it will reimburse such
persons for their expenses in so doing. In addition, the Company has retained
Morrow & Co., Inc. to assist in the solicitation of proxies. Morrow & Co., Inc.
will request brokerage houses and other nominees, fiduciaries and custodians
nominally holding shares of the Company's Common Stock of record to forward
proxy solicitation material to the beneficial owners of such shares. For these
services, the Company will pay Morrow & Co., Inc. a fee estimated not to exceed
$5,000 plus reimbursement of expenses.

Please promptly vote your proxy to ensure that your shares will be voted at
the Annual Meeting. Your proxy may be voted by telephone, Internet, or mail, as
indicated on the proxy card. We also hope that you will attend the Annual
Meeting.

BY THE ORDER OF THE BOARD OF DIRECTORS

/s/ John a. Tomich
JOHN A. TOMICH
General Counsel and Secretary

Meriden, Connecticut
February 5, 2002

CUNO INCORPORATED
400 Research Parkway
Meriden, Connecticut 06450

PROXY

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR
THE ANNUAL MEETING OF STOCKHOLDERS, MARCH 27, 2002

The undersigned hereby appoints Mark G. Kachur, Thomas J. Hamlin, and
Timothy B. Carney, and each or any of them, attorneys and proxies with full
power of substitution, to represent the undersigned and to vote all shares of
stock of CUNO Incorporated which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of CUNO Incorporated to be held at the Radisson
Hotel & Conference Center, 100 Berlin Road, Cromwell, Connecticut, on Wednesday,
March 27, 2002, at 10:00 a.m., or any adjournments or postponements thereof,
upon all matters as set forth in the Notice of Annual Meeting and Proxy
Statement, receipt of which is hereby acknowledged.

(Continued and to be signed and dated on other side)

FOLD AND DETACH HERE
- --------------------------------------------------------------------------------

[LOGO OF CUNO]

Annual Meeting
of
Stockholders
of

CUNO INCORPORATED
March 27, 2002
at
Radisson Hotel & Conference Center
100 Berlin Road, Cromwell, Connecticut
Beginning at 10:00 a.m.

(See map on reverse side)

ADMISSION TICKET - REQUIRED FOR ADMITTANCE TO ANNUAL MEETING
- ----------------

1. ELECTION OF DIRECTORS
Nominees: Frederick C. Flynn, Jr. and C. Edward Midgley

FOR nominees listed above WITHHOLD AUTHORITY
(except as listed to the contrary below) to vote for nominees listed
[_] [_]

The Board of Directors recommends a vote FOR the election of the nominees as
director. If you wish to withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.

___________________________________

2. REAPPROVE THE PERFORMANCE GOALS IN THE EXECUTIVE MANAGEMENT INCENTIVE PLAN

The Board of Directors recommends a vote FOR the reapproval of the performance
goals in the Executive Management Incentive Plan ("EMIP").
FOR AGAINST ABSTAIN
[_] [_] [_]

Please mark your votes as indicated in this example [X]

3. RATIFY SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS

The Board of Directors recommends a vote FOR the approval of the auditors.
FOR AGAINST ABSTAIN
[_] [_] [_]

4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF.

THIS PROXY WILL BE VOTED AS DIRECTED ABOVE, OR IF RETURNED EXECUTED WITH NO
DIRECTION GIVEN, WILL BE VOTED FOR THE ELECTION OF ALL OF THE NOMINEES AS
DIRECTORS, FOR REAPPROVAL OF THE PERFORMANCE GOALS IN THE EMIP, AND FOR
RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS

THIS PROXY SHOULD BE SIGNED EXACTLY AS NAME APPEARS HEREON
Executors, administrators, trustees, attorneys, etc., should give full title as
such. If the signer is a corporation or partnership, please sign full corporate
or partnership name by duly authorized officer.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE

Dated:_______________________________________________________________

_____________________________________________________________________

Signature of Stockholder(s)
- -------------------------------------------------------------------------------

FOLD AND DETACH HERE

CUNO encourages you to take advantage of new and convenient ways by which you
can vote your shares on matters to be covered at the Annual Meeting of
Stockholders. Please take the opportunity to use one of the three voting methods
outlined below to cast your ballot.

TO VOTE OVER THE INTERNET;
. Have your proxy card in hand when you access the web site.
. Log onto the Internet and go to the web site
http://www.eproxyvote.com/cuno, 24 hours a day, 7 days a week.
. You will be prompted to enter your control number printed in the box above.
. Follow the instructions provided.

TO VOTE OVER THE TELEPHONE:
. Have your proxy card in hand when you call.
. On a touch-tone telephone call 1-877-PRX-VOTE (1-877-779-8683), 24 hours a
day, 7 days a week. Outside the U.S. call 1-201-536-8073.
. You will be prompted to enter your control number printed in the box above.
. Follow the recorded instructions.

TO VOTE BY MAIL:
. Mark, sign and date your proxy card.
. Return your proxy card in the postage-paid envelope provided.

Your electronic vote authorizes the named proxies in the same manner as if you
signed, dated and returned the proxy card. If you choose to vote your shares
electronically, there is no need for you to mail back your proxy card.

[MAP APPEARS HERE]

Directions to the Radisson

Traveling North: Interstate 91 N to exit 21. Turn left.
- ---------------

Traveling South: Interstate 91 S to exit 21. Turn left.
- ---------------

Traveling East: 1-84 to Exit 27 to Route 691 E
- --------------
(Meriden/Middletown) to 1-91 N. Take exit 21. Turn left.

Traveling West: 1-84 to Hartford Interchange to 1-91S to exit 21.
- --------------
Turn left.