Prepared and filed by St Ives Burrups





Exhibit 10.3

NOTICE OF GRANT OF 
ANNUAL AWARD UNITS
UNDER PALL CORPORATION
2005 STOCK COMPENSATION PLAN


  January 5, 2005



	To:	[Insert name of Outside Director]
	 	 
	From:	Pall Corporation (the “Company”)
	 	 
	Re:	Grant of Annual Award Units



  We are pleased to advise you that
      on January 5, 2005, you were granted 1000 Annual Award Units pursuant to
      Section 8(a) of the Pall Corporation 2005 Stock Compensation Plan (the “Plan”).
      These Units were granted to you on the following terms and conditions:

  1.      The
      Units granted to you have been credited to a bookkeeping account which
      the Company has established for you under the Plan (your “Plan Account”).
      Each Unit so credited represents the right to receive one share of Pall
      Corporation Common Stock at the time, and subject to the conditions, specified
      in Section 3 below.

  2.      Until
      payment is made with respect to the Units in your Plan Account, additional
      Units (“Dividend Equivalent Units”) will be credited to your
      Plan Account on each date on which the Company pays a dividend on its Common
      Stock ( “Dividend Payment Date”). The number of Dividend Equivalent
      Units that will be so credited will be determined by firstmultiplying
      (A) the total number of Annual Award Units and Dividend Equivalent Units
      standing to your credit in the account immediately prior to the Dividend
      Payment Date, by (B) the per-share amount of the dividend paid on that
      date, and then, dividing the resulting amount by the closing price
      per share of the Company’s Common Stock on that date.

  3.      The
      Units in your Plan Account will become payable (a) upon your ceasing to
      be a member of the Board of Directors of the Company for any reason other
      than removal for cause, or (b), unless the Board of Directors of the Company
      otherwise determines, upon the occurrence of a Change in Control. Payment
      will be made to you, (or in the event of your death, to the person or persons
      you have designated as your beneficiary for purposes of the Plan or to
      your estate if you have not furnished a beneficiary designation form to
      the Company) as follows: (i) by the issuance and delivery of a certificate
      for a number of shares of the Company’s Common Stock equal to the
      total number of whole Units then standing to your credit in your Plan Account,
      and (ii) by payment in cash for any fractional Unit then standing to your
      credit in your Plan Account.









  4.      All
      Annual Award Units granted to you and all Dividend Equivalent Units credited
      to you under the Plan are subject to the following additional terms and
      conditions:

  (a)      Until
      payment is made with respect to such Units in accordance with Section 3
      above, you will have none of the rights of a shareholder with respect to
      the shares of Common Stock represented by those Units, other than the right
      to be credited with “Dividend Equivalents” thereon as provided
      in Section 2 above.

  (b)      Your
      right to receive payment with respect to such Units is not subject in any
      manner to anticipation, alienation, sale, transfer, assignment, pledge,
      encumbrance, attachment or garnishment by your creditors.

  (c)      The
      Plan constitutes only a promise on the Company’s part to make payment
      to you in the future with respect to such Units in accordance with the
      terms of the Plan (summarized in Section 3 above), and you will have no
      more than the status of a general unsecured creditor of the Company with
      respect to your right to receive such payment.

  (d)      Such
      Units are subject to all of the other terms and provisions of the Plan
      as in effect from time to time except that no amendment, suspension or
      termination of the Plan may adversely affect your rights, without your
      written consent, with respect to any Awards previously granted to you.

  The foregoing is a summary of the
      terms of the Annual Awards Units granted to you but is qualified by reference
      to the Plan itself, a copy of which will be furnished to you upon request
      to Mary Ann Bartlett (phone: 516-801-9811; fax: 516-484-3529; e-mail: mary_ann_bartlett@pall.com).

  Accompanying this Notice of Grant
      is a form by which you may designate a beneficiary to receive the stock
      issued in payment of the Units in your account in the event of your death.
      If you do not sign and return the beneficiary designation form, payment
      will be made to your estate.



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