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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                               
                                  FORM 10-K/A

    
                               (AMENDMENT NO. 4)
    
 
             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
FOR THE FISCAL YEAR ENDED: MARCH 31, 1995       COMMISSION FILE NUMBER: 1-10728
 
                       UNITED STATES FILTER CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
              DELAWARE                                 33-0266015
   (STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)
   
   
           73-710 FRED WARING DRIVE, SUITE 222, PALM DESERT, CA 92260
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)        (ZIP CODE)
 
      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 340-0098
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
    COMMON STOCK, $.01 PAR VALUE                 NEW YORK STOCK EXCHANGE
        (TITLE OF EACH CLASS)                NAME OF EACH EXCHANGE ON WHICH
                                                       REGISTERED
 
  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days. Yes X   No
                                             ---    ---
  The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of June 22, 1995, was approximately $341,522,000. The number of
shares of Common Stock outstanding on June 22, 1995 was 22,206,066 shares.
 
  Documents incorporated by reference:
 
  1. Notice of 1995 Annual Meeting and Proxy Statement (Part III of Form 10-K).

    
  Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in the definitive proxy statement
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]

     
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  This Amendment No. 4 to the Annual Report on Form 10-K of United States
Filter Corporation for the fiscal year ended March 31, 1995 amends and restates
Item 14.
    

                                    PART IV
 
ITEM 14--EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
 
(A) (1), (2) FINANCIAL STATEMENTS AND SCHEDULE:
 
  Consolidated Balance Sheets as of March 31, 1994 and 1995
 
  Consolidated Statements of Operations for the Years Ended March 31, 1993,
  1994 and 1995
 
  Consolidated Statements of Shareholders' Equity for the Years Ended March
  31, 1993, 1994 and 1995
 
  Consolidated Statements of Cash Flows for the Years Ended March 31, 1993,
  1994 and 1995
 
  Notes to Consolidated Financial Statements
 
(A) (3) EXHIBITS:
 
    2.1 Agreement and Plan of Merger dated as of June 17, 1994, without
        exhibits and schedules, by and among United States Filter Corporation,
        Illinois Water Treatment, Inc., Liquipure Technologies, Inc., Warburg,
        Pincus Capital Company, L.P. and John S. Swartley, and a related
        Transfer, Registration and Other Rights Agreement among United States
        Filter Corporation, Warburg, Pincus Capital Company, L.P., and the
        individual stockholders identified therein.(1)

    2.2 Stock Purchase Agreement, dated as of August 31, 1994 without exhibits
        and schedules, by and among United States Filter Corporation, IP
        Holding Company, Ionpure Technologies, S.r.L., Laidlaw, Inc., Laidlaw
        Investments (Barbados) Ltd., Laidlaw International Investments
        (Luxembourg) S.A. and Smogless S.p.A., and the related (i) Ionpure
        Technologies, S.r.L. Subordinated Promissory Notes and United States
        Filter Corporation Guaranty (ii) Common Stock Purchase Warrants of
        United States Filter Corporation, and (iii) Transfer, Registration and
        Other Rights Agreement by and among United States Filter Corporation,
        Laidlaw International Investments (Barbados) Ltd., Marfit, S.p.A.,
        Laidlaw, Inc., and Ing. Gilberto Cominetta.(2)

    2.3 Stock Purchase Agreement dated as of February 27, 1995, by and between
        the B.F. Goodrich Company and United States Filter Corporation.(3)

    3.1 Certificate of Incorporation, as amended and restated.(4)

    3.2 Certificate of Amendment of the Restated Certificate of Incorporation
        dated September 29, 1992.(5)

    3.3 Certificates of Amendment of the Restated Certificate of Incorporation
        dated October 28, November 30 and December 1, 1993.(6)

   
    3.4 Certificate of Amendment of the Restated Certificate of Incorporation
        dated March 14, 1994.(14)
    

    3.5 Certificate of Designation, Preferences, Rights and Limitations of
        Preferred Stock.(7)

    3.6 Certificate of Designations, Preferences, Rights and Limitations of
        Series A Voting Cumulative Convertible Preferred Stock.(8)

    3.7 Certificate of Correction to the Certificate for the Series A Voting
        Cumulative Preferred Stock.(9)

    3.8 Certificate of Designation Preferences, Rights and Limitations of
        Series B Voting Convertible Preferred Stock.(2)

    3.9 Bylaws of the Company, as amended and restated.(4)

   
    4.1 5% Convertible Subordinated Debenture Indenture dated as of October 20,
        1993 between United States Filter Corporation and The First National
        Bank of Boston, as Trustee.(10)

    4.2 Transfer Registration and Other Rights Agreement between United States 
        Filter Corporation and Eastern Associated Securities Corporation dated
        December 1, 1993.(15)

    4.3 Multicurrency Revolving Credit Agreement dated as of March 31, 1995
        among United States Filter Corporation, certain of its subsidiaries, The
        First National Bank of Boston and First Interstate Bank of California 
        (exhibits and schedules omitted).

   10.1 License Agreement dated June 25, 1981 between George A. Hormel &
        Company and Remsco Associates and Assignment and Assumption Agreement
        dated April 1, 1984 between Remsco Associates and Lyco, Inc.(11)
     
 
                                       1
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   10.2 License Agreements dated November 22, 1989 between Millipore
        Corporation, Millipore Investment Holdings Limited and IP Holding
        Company.(12)

   10.3 United States Filter Corporation 1991 Employees Stock Option Plan, as
        amended through September 14, 1994.(13)

   10.4 United States Filter Corporation 1991 Directors Stock Option Plan, as
        amended through September 14, 1994.(13)

   10.5 Employment Agreement dated July 8, 1994 between John S. Swartley and
        United States Filter Corporation.(13)
 
   10.6 Form of Executive Retention Agreement.(14)

   10.7 Form of Executive Retirement Plan.(14)

   
   10.8 Employment Agreement dated July 2, 1992 between Thierry Reyners and 
        United States Filter Corporation, as amended on December 30, 1992.
    

   21   Schedule of Subsidiaries.(14)

   23   Consent of Accountants.(14)

   24   Powers of Attorney.

   
   27   Financial Data Schedule.(14)
     
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 (1) Previously filed with the Company's report on Form 8-K dated June 17,
     1994 and incorporated herein by reference.
 
 (2) Previously filed with the Company's report on Form 8-K dated October 4,
     1994 and incorporated herein by reference.
 
 (3) Previously filed with the Company's report on Form 8-K dated March 2,
     1995 and incorporated herein by reference.
 
 (4) Previously filed with the Company's Form S-1 registration statement as
     amended (file number 33-41089) filed on June 7, 1991 and incorporated
     herein by reference.
 
 (5) Previously filed with the Company's report on Form 10-Q for the period
     ended September 30, 1992 and incorporated herein by reference.
 
 (6) Previously filed with the Company's report on Form 8-K dated December 1,
     1993 and incorporated herein by reference.
 
 (7) Previously filed with the Company's report on Form 10-Q for the period
     ended June 30, 1990 and incorporated herein by reference.
 
 (8) Previously filed with the Company's report on Form 8-K dated January 20,
     1992.
 
 (9) Previously filed with the Company's annual report on Form 10-K for the
     year ended March 31, 1992 and incorporated herein by reference.
 
(10) Previously filed with the Company's report on Form 8-K dated October 20,
     1993 and incorporated herein by reference.
 
(11) Previously filed with the Company's registration statement on Form S-4 as
     amended (Registration No. 33-16459) filed on September 12, 1987 and
     incorporated herein by reference.
 
(12) Previously filed with the Company's annual report on Form 10-K for the
     year ended March 31, 1994 and incorporated herein by reference.
 
(13) Previously filed with the Company's report on Form 10-Q for the period
     ending September 30, 1994 and incorporated herein by reference.
 
   
(14) Previously filed with the Company's report on Form 10-K dated June 28,
     1995, as amended. Exhibit 23-Consent of Accountants is included on page 
     F-16 of the Form 10-K.

(15) Previously filed with the Company's report on Form 8-K dated December 1, 
     1993.
    
 
(B) REPORTS ON FORM 8-K:
 
  The Company filed reports on Form 8-K during the quarter ended March 31,
1994 as follows, including as referenced, the applicable items under that
Form: January 13, 1995 (item 5); January 20, 1995 (item 2); February 8, 1995
(item 5); February 27, 1995 (item 5); March 2, 1995 (item 2); and March 17,
1995 (item 5).
 
                                       2
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(C) EXHIBITS:
 
  See (a) (3) above.
 
(D) FINANCIAL STATEMENT SCHEDULE:
 
  Accountants' Report on Financial Statement Schedule and Consent.
 
   SCHEDULE
 
    VIII Valuation and Qualifying Accounts and Reserves
 
  All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission have been omitted
because such schedules are not required under the related instructions or are
inapplicable or because the information required is included in the
consolidated financial statements or notes thereto.
 
                                       3
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                                  SIGNATURES
 
  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K/A to
be signed on its behalf by the undersigned, thereunto duly authorized.
 
                                       UNITED STATES FILTER CORPORATION
 
 
 
                                       By:  /s/ Kevin L. Spence
                                          --------------------------------------
                                            Kevin L. Spence
                                            Vice President and
                                            Chief Financial Officer
 
 
   
Date: November 14, 1995
    


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<TABLE>
<CAPTION>

Exhibit                                                           Sequential
Number        Description                                         Page Number
-------       -----------                                         -----------

<S>           <C>                                                 <C>
  4.3         Multicurrency Revolving Credit Agreement
              dated as of March 31, 1995 among United States
              Filter Corporation, certain of its subsidiaries,
              The First National Bank of Boston and First
              Interstate Bank of California (exhibits and
              schedules omitted).
  
 10.8         Employment Agreement dated July 2, 1992 between
              Thierry Reyners and United States Filter Corporation,
              as amended on December 30, 1992.

 24           Powers of Attorney.
</TABLE>