<PAGE>
 
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTION, D.C. 20549

                                   FORM 10-Q

(Mark One)

[X]      Quarterly report pursuant to Section 13 and 15 (d) of the Securities 
         Exchange Act of 1934

For the quarterly period ended SEPTEMBER 30, 1997
                               ------------------

                                      or

[_]      Transition report pursuant to Section 13 or 15 (d) of the Securities 
         Exchange Act of 1934

For the transition period from             to           
                                -----------    -----------

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.)

                  40-004 COOK STREET, PALM DESERT, CA  92211
                  ------------------------------------------
             (Address of principle executive offices)  (Zip Code)

       Registrant's telephone number, including area code (760) 340-0098
                                                          --------------

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 such filing 
requirements for the past 90 days.

                             Yes    X    No      
                                  -----      -----

The number of shares of common stock, $.01 par value, outstanding as of November
7, 1997 was 93,974,355 shares.

                                            Total number of pages  20
                                                                  ----
THERE ARE THREE EXHIBITS FILED WITH THIS REPORT

<PAGE>
 
                        PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                       UNITED STATES FILTER CORPORATION
                               AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     SEPTEMBER 30, 1997 AND MARCH 31, 1997
                                  (UNAUDITED)
<TABLE> 
<CAPTION> 

                                                           September 30, 1997       March 31, 1997
                                                           ------------------       --------------
                                                                        (in thousands)
<S>                                                              <C>                  <C> 
                            ASSETS
Current assets:
    Cash and cash equivalents                                      $   32,622           $  126,237
    Short-term investments                                                483                2,158
    Accounts receivable, net                                          618,256              481,015
    Costs and estimated earnings in excess
     of billings on uncompleted contracts                             121,494              107,537
    Inventories                                                       303,960              242,483
    Prepaid expenses                                                   13,677                8,040
    Deferred taxes                                                     38,969               38,589
    Other current assets                                               41,247               17,086
                                                                   ----------           ----------
         Total current assets                                       1,170,708            1,023,145
                                                                   ----------           ----------

Property, plant and equipment, net                                    597,987              296,840
Investment in leasehold interests, net                                 22,916               23,230
Costs in excess of net assets of businesses acquired, net             903,982              788,096
Other assets                                                          109,373               97,017
                                                                   ----------           ----------
                                                                   $2,804,966           $2,228,328
                                                                   ==========           ==========

                LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                               $  278,233           $  237,895
    Accrued liabilities                                               272,633              239,337
    Current portion of long-term debt                                  10,699               10,806
    Billings in excess of costs and estimated
      earnings on uncompleted contracts                                58,012               42,183
    Other current liabilities                                          43,997               21,327
                                                                   ----------           ----------
         Total current liabilities                                    663,574              551,548
                                                                   ----------           ----------

Notes payable                                                           6,346                8,876
Long-term debt, excluding current portion                              60,521               12,286
Convertible subordinated debentures                                   554,000              554,000
Deferred taxes                                                         13,110               11,521
Other liabilities                                                      43,679               61,247
                                                                   ----------           ----------
         Total liabilities                                          1,341,230            1,199,478
                                                                   ----------           ----------
</TABLE> 
                                                                   (Continued)  
                                                                            
    SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
  

<PAGE>
 
                       UNITED STATES FILTER CORPORATION
                               AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
               SEPTEMBER 30, 1997 AND MARCH 31, 1997 (CONTINUED)
                                  (UNAUDITED)


<TABLE> 
<CAPTION> 
                                                            September 30, 1997       March 31, 1997
                                                            ------------------       --------------
                                                                           (in thousands)
<S>                                                         <C>                      <C> 
Shareholders' equity:
  Common stock, par value $.01. Authorized 300,000
    shares; 92,897 and 74,530 shares issued and
    outstanding at September 30, 1997 and March 31, 1997,
    respectively                                                      929                     745
  Additional paid-in capital                                    1,384,570                 990,004
  Currency translation adjustment                                 (34,579)                (19,491)
  Retained earnings                                               112,816                  57,592
                                                               ----------              ----------
    Total shareholders' equity                                  1,463,736               1,028,850
                                                               ----------              ----------
  Commitments and contingencies                                $2,804,966              $2,228,328
                                                               ==========              ==========
</TABLE> 

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
 
                       UNITED STATES FILTER CORPORATION
                               AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
        FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

                                  (UNAUDITED)

<TABLE> 
<CAPTION> 
                                            Three Months                         Six Months
                                               Ended                               Ended
                                            September 30,                       September 30,
                                       -----------------------             ----------------------
                                        1997           1996                  1997         1996
                                       ---------     ---------             ----------   ---------
                                                 (in thousands, except per share data)
<S>                                   <C>           <C>                  <C>           <C> 
Revenues                                $691,488      $247,854             $1,289,722    $470,813
Costs of sales                           520,690       181,430                971,117     345,236
                                        --------      --------             ----------    --------
    Gross profit                         170,798        66,424                318,605     125,577
Selling, general and 
  administrative expenses                125,325        47,850                234,676      92,331
Merger expenses                               --         5,581                     --       5,581
                                        --------      --------             ----------    --------
                                         125,325        53,431                234,676      97,912
                                        --------      --------             ----------    --------
       Operating income                   45,473        12,993                 83,929      27,665

Other income (expense):
    Interest expense                      (9,530)       (3,750)               (18,389)     (8,286)
    Other                                    162           369                  1,087         971
                                        --------      --------             ----------    --------
                                          (9,368)       (3,381)               (17,302)     (7,315)
                                        --------      --------             ----------    --------
    Income before taxes                   36,105         9,612                 66,627      20,350

Income taxes                              11,561         2,643                 21,357       5,686
                                        --------      --------             ----------    --------
    Net income                          $ 24,544      $  6,969             $   45,270    $ 14,664
                                        ========      ========             ==========    ========
Net income
  per common share                      $   0.29      $   0.13             $     0.55    $   0.28
                                        ========      ========             ==========    ========
Weighted average number
  of shares outstanding                   85,246        52,637                 82,968      52,158
                                        ========      ========             ==========    ========
</TABLE> 

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.



<PAGE>
 
                       UNITED STATES FILTER CORPORATION
                               AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                  (UNAUDITED)


<TABLE> 
<CAPTION> 
                                                                          Six Months
                                                                             Ended
                                                                          September 30,
                                                                     ----------------------
                                                                       1997          1996
                                                                     --------      --------
                                                                          (in thousands)
<S>                                                                  <C>           <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:                                
Net income                                                           $ 45,270     $  14,664 
Adjustments to reconcile net income to net cash provided by          
 (used in) operating activities:                                 
 Provision for bad debts                                                3,982         1,049
 Depreciation and amortization                                         44,200        21,034
 (Gain) loss on sale of assets                                            402           (11)
 Change in operating assets and liabilities:                         
    (Increase) decrease in accounts receivable                        (64,961)        8,015
    Increase in costs and estimated earnings in excess of                         
     billings on uncompleted contracts                                 (6,347)      (19,227)
    Increase in inventories                                           (35,149)      (13,603)
    Increase in other assets                                          (16,499)      (15,292)
    Increase in accounts payable and                                  
     accrued expenses                                                  11,585         7,673
    Increase in billings in excess of costs and                      
     estimated earnings on uncompleted contracts                       12,349         3,834
    Increase (decrease) in other liabilities                            3,137        (6,072)
                                                                     --------       -------
       Net cash provided by (used in) operating activities             (2,031)        2,064
                                                                     --------       -------
CASH FLOWS FROM INVESTING ACTIVITIES:                                
Payment for purchase of property, plant & equipment                   (34,387)      (30,381)
Payment for purchase of acquisitions, net of cash acquired            (44,389)       (7,369)
Proceeds from disposal of equipment                                     1,055           210
Purchase of investments                                                (9,550)         (751)
                                                                     --------      --------
       Net cash used in investing activities                         $(87,271)     $(38,291)
                                                                     --------      --------
</TABLE> 
                                                                     (Continued)

    SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

<PAGE>
 
                       UNITED STATES FILTER CORPORATION
                                AND SUSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (CONTINUED)
                                  (UNAUDITED)
<TABLE> 
<CAPTION> 
                                                                  Six Months
                                                                    Ended
                                                                 September 30,
                                                             --------------------
                                                             1997            1996
                                                             ----            ----
                                                                (in thousands)
<S>                                                        <C>            <C> 
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock                      2,574          1,215
Principal payments on debt                                     (4,307)        (5,342)
Net (payments) proceeds from borrowings on notes payable       (2,530)        43,600
Dividends paid                                                    (50)        (2,234) 
                                                             --------       --------
    Net cash provided by (used in) financing activities        (4,313)        37,239
                                                             --------       --------
    Net increase (decrease) in cash and cash equivalents      (93,615)         1,012

Cash and cash equivalents at March 31, 1997 and 1996          126,237         18,886
                                                             --------       --------
Cash and cash equivalents at September 30, 1997 and 1996     $ 32,622       $ 19,898
                                                             ========       ========

Supplemental disclosures of cash flow information:

    Cash paid during the period for interest                 $ 17,290       $  8,958
                                                             ========       ========
    Cash paid during the period for income taxes             $  5,414       $  4,553
                                                             ========       ========
</TABLE> 


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.






<PAGE>
 
                       UNITED STATES FILTER CORPORATION
                               AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

Note 1.  Operations and Significant Accounting Policies
         ----------------------------------------------

The accompanying condensed consolidated financial statements have been prepared 
by the Company pursuant to the rules and regulations of the U.S. Securities and 
Exchange Commission.  Certain information and footnote disclosures normally 
included in financial statements prepared in accordance with U.S. generally 
accepted accounting principles have been condensed or omitted pursuant to such 
regulations. The condensed consolidated financial statements reflect all 
adjustments and disclosures which are, in the opinion of management, necessary 
for a fair presentation of the information contained therein.  All such 
adjustments are of a normal recurring nature. The condensed consolidated 
financial statements should be read in conjunction with the consolidated 
financial statements and notes thereto that are contained in the Company's 
Annual Report on Form 10-K for the fiscal year ended March 31, 1997.  The 
results of operations for the interim periods are not necessarily indicative of 
the results of the full fiscal year.

Income per Common Share
-----------------------

Income per common share is computed based on the weighted average number of 
shares outstanding.  Common stock equivalents, consisting of options, are 
included in the computation of income per share when their effect is dilutive.  
Primary and fully diluted income per common share for the three and six months 
ended September 30, 1997 and 1996, respectively, were calculated as follows:

<TABLE> 
<CAPTION> 
                  
                                                 Three Months Ended            Six Months Ended
                                                    September 30,                September 30,
                                                 ------------------           ------------------
                                                  1997        1996             1997        1996
                                                 ------      ------           ------      ------
                                                      (in thousands, except per share data)
<S>                                             <C>         <C>              <C>         <C> 
Net income                                        $24,544     $ 6,969          $45,270     $14,664
                                                  -------     -------          -------     -------
Weighted average shares outstanding                83,016      50,473           80,909      50,200
Add:
Exercise of stock options reduced by
 the number of shares purchased with proceeds       2,230       2,164            2,059       1,958
                                                  -------     -------          -------     -------
Adjusted weighted average shares outstanding       85,246      52,637           82,968      52,158
                                                  =======     =======          =======     =======

Income per common share                           $  0.29     $  0.13          $  0.55     $  0.28
                                                  =======     =======          =======     =======
</TABLE> 






<PAGE>
Note 2.   Inventories
          -----------

Inventories at September 30, 1997 and March 31, 1997 consist of the following:

<TABLE> 
<CAPTION> 
                                           September 30, 1997     March 31, 1997
                                           ------------------     --------------
                                                       (in thousands)
                   <S>                               <C>                <C> 
                   Raw Material                      $ 79,621           $ 54,112
                   Work in Progress                    70,056             58,619
                   Finished Goods                     154,283            129,752
                                                     --------           --------
                                                     $303,960           $242,483
                                                     ========           ========
</TABLE> 

Note 3.   Property, Plant and Equipment
          -----------------------------

On September 17, 1997, the Company acquired more than 47,000 acres of
agricultural land in Imperial County, California and other parts of the
Southwestern United States in exchange for 8.0 million shares and warrants to
acquire 1.2 million shares of common stock, par value $0.01 per share, of the
Company. These shares and warrants are subject to certain restrictions and
limitations more fully described in agreements among the Company and the holders
of such securities. The recorded value of the acquired land is approximately
$210.0 million.

Note 4.   Notes Payable
          -------------

As of September 30, 1997, the Company had a multicurrency bank line-of-credit of
up to $400.0 million, of which $6.3 million was outstanding (see note 5). This
line-of-credit was scheduled to expire December 2001 and had interest at
variable rates of up to 2.25% above certain Eurocurrency rates or 0.50% above
The First National Bank of Boston's base rate. At September 30, 1997, $44.2
million of standby letters of credit were outstanding under this line-of-credit.

Note 5.   Commitments and Contingencies
          -----------------------------

On September 17, 1997, a wholly owned subsidiary of the Company (the
"Purchaser") announced its intention to offer to purchase (the "Offer") all
outstanding ordinary shares, par value A$2.50 per share (the "Shares"),
including American Depositary Shares representing Shares, of Memtec Limited, a
corporation incorporated under laws of the State of New South Wales, Australia
("Memtec"), at a price of US$30.00 per Share in cash. On November 11, 1997, the
Purchaser announced that it had increased the price of the Offer to US$34.50 per
Share in cash. As of September 15, 1997, Memtec had approximately 10,989,984
Shares outstanding on a fully diluted basis. The Offer is made upon the terms
and subject to the conditions described in the Statement on Schedule 14D-1 filed
with the United States Securities and Exchange Commission on October 24, 1997
and amended on October 27, 1997, November 7, 1997 and November 11, 1997. The
Offer is scheduled to expire on November 26, 1997, unless extended.

The maximum amount payable by the Purchaser under the Offer for the Shares
including American Depositary Shares representing Shares to which the Company
does not already own will be approximately US$360.0 million. The Purchaser will
obtain such amount by borrowing the amount required from the Company, as it's
parent entity. The Company will obtain the amount required from its current
credit facilities. On October 20, 1997, the Company entered into an Amended and
Restated Multicurrency Credit Agreement which provides credit facilities to the
Company of up to US$750.0 million (the "Credit Facilities") to refinance
existing debt and for working capital and other corporate purposes, including
acquisitions. The line-of-credit consists of a five year US$600.0 million
multicurrency revolving credit facility and a US$150.0 million revolving credit
facility and bears interest at variable rates. The Credit Facilities permit the
Company to make loans to the Purchaser
<PAGE>
 
for the purpose of paying the consideration payable under the Offer. The Credit
Facilities are subject to customary and usual terms and conditions.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

Results of Operations
---------------------

Revenues for the three months ended September 30, 1997 were $691.5 million, an
increase of $443.6 million or 179.0% from the $247.9 million for the three
months ended September 30, 1996. Revenues for the six months ended September 30,
1997 were $1.3 billion, an increase of $818.9 million or 173.9% from the $470.8
million for the six months ended September 30, 1996. These increases were due
primarily to acquisitions completed by the Company subsequent to September 30,
1996. For the six months ended September 30, 1997, revenues from capital
equipment sales represented 36.5% of total revenues, while revenues from
services, operations, replacement parts and consumables represented 25.8% of
total revenues, revenues from distribution represented 36.0% of total revenues
and revenues from consumer products represented 1.7% of total revenues.

Gross profit as percentage of revenue ("gross margin") was 24.7% for the three
months ended September 30, 1997 compared to 26.8% in the corresponding period in
the prior year. Gross margin was 24.7% for the six months ended September 30,
1997 compared to 26.7% in the corresponding period in the prior year. These
decreases in gross margin for the three and six months ended September 30, 1997
were due primarily to the effect of adding the results of operations from the
Company's acquisitions of The Utility Supply Group, Inc. and WaterPro
Corporation in October 1996, each of which are in the waterworks distribution
business.

Selling, general and administrative expenses for the three months ended
September 30, 1997 were $125.3 million, an increase of $77.5 million or 161.9%
from the $47.9 million for the three months ended September 30, 1996. During
this period, selling, general and administrative expenses were 18.1% of revenues
compared to 19.3% (before merger expenses described below) for the comparable
period. For the six months ended September 30, 1997, selling, general and
administrative expenses increased $142.4 million to $234.7 million as compared
to the $92.3 million in the comparable period in the prior year. During this
period, selling, general and administrative expenses were 18.2% of revenues
compared to 19.6% (before merger expenses) for the comparable period in the
prior year. The decrease in the percentage of selling, general and
administrative expenses to revenue for the three months and six months ended
September 30, 1997 was due primarily to the increase in the Company's revenues
from the distribution business and to a lesser extent from economies of scale
resulting from growth in total revenues.

Merger expenses were incurred during the three and six months ended September
30, 1996 relating to the Company's acquisition of Davis Water and Waste
Industries, Inc. which was accounted for as a pooling of interests. These merger
expenses, which totaled $5.6 million, consisted primarily of investment banking
fees, printing, stock transfer fees, accounting fees, legal fees, governmental
filing fees and certain other costs related to existing Davis pension plans and
change of control payments.

Interest expense increased to $9.5 million for the three months ended September
30, 1997 from $3.8 million for the corresponding period in the prior year.
Interest expense increased to $18.4 million for the six months ended September
30, 1997 from $8.3 million for the corresponding period in the prior year.
Interest expense for the three and six months ended September 30, 1997 consisted
primarily of interest on the Company's (i) 6% Convertible Subordinated Notes
issued on September 18, 1995 due 2005, (ii) 4.5% Convertible Subordinated Notes
issued on December 11, 1996 due 2001, (iii) other long-term debt bearing
interest at rates ranging from 2.0% to 9.2% and (iv) borrowings under the
Company's bank line-of-credit. At September 30, 1997, the Company had cash and
short-term investments of $33.1 million.

<PAGE>
 
Income tax expense increased to $21.4 million for the six months ended September
30, 1997, from $5.7 million in the corresponding period in the prior year. The
Company's effective tax rate for the three and six months ended September 30,
1997 was 32.1%.

Net income for the three months ended September 30, 1997 was $24.5 million, an
increase of $17.5 million from the $7.0 million for the three months ended
September 30, 1996. Net income for the six months ended September 30, 1997 was
$45.3 million, an increase of $30.6 million from the $14.7 million for the six
months ended September 30, 1996. Excluding Davis merger expenses, net income for
the six months ended September 30, 1997 increased $26.5 million from the
corresponding period in the prior year. Net income per common share for the
three and six months ended September 30, 1997 and 1996 were as follows:

<TABLE> 
<CAPTION> 
                                      Three Months Ended     Six Months Ended
                                         September 30,         September 30,
                                      ------------------     ----------------
                                       1997        1996      1997        1996
                                       ----        ----      ----        ----
<S>                                    <C>         <C>       <C>         <C> 
Before merger expenses                 $0.29       0.21      0.55        0.36
After merger expenses                  $0.29       0.13      0.55        0.28
</TABLE> 

Liquidity and Capital Resources
-------------------------------

The Company's principal sources of funds are cash and other working capital,
cash flow generated from operations and borrowings under the Company's bank 
line-of-credit. At September 30, 1997, the Company had working capital of $507.1
million including cash and short-term investments of $33.1 million. The
Company's long-term debt at September 30, 1997, was $554.0 million consisting of
$140.0 million of 6.0% Convertible Subordinated Notes due 2005 and $414.0
million of 4.5% Convertible Subordinated Notes due 2001. The Company also had
other long-term debt totaling $71.2 million and bearing interest at rates
ranging from 2.0% to 9.2%.

As of September 30, 1997, the Company had a multicurrency bank line-of-credit of
up to $400.0 million, of which there were outstanding borrowings of $6.3 million
and outstanding letters of credit of $44.2 million. Borrowings under this credit
facility bear interest at variable rates of up to 2.25% above certain
Eurocurrency rates or 0.50% above The First National Bank of Boston's base rate
and have a five year maturity.

On September 17, 1997, a wholly owned subsidiary of the Company (the
"Purchaser") announced its intention to offer to purchase (the "Offer") all
outstanding ordinary shares, par value A$2.50 per share (the "Shares"),
including American Depositary Shares representing Shares, of Memtec Limited, a
corporation incorporated under laws of the State of New South Wales, Australia
("Memtec"), at a price of US$30.00 per Share in cash. On November 11, 1997, the
Purchaser announced that it had increased the price of the Offer to US$34.50 per
Share in cash. As of September 15, 1997, Memtec had approximately 10,989,984
Shares outstanding on a fully diluted basis. The Offer is made upon the terms
and subject to the conditions described in the Statement on Schedule 14D-1 filed
with the United States Securities and Exchange Commission on October 24, 1997
and amended on October 27, 1997, November 7, 1997 and November 11, 1997. The
Offer is scheduled to expire on November 26, 1997, unless extended.

The maximum amount payable by the Purchaser under the Offer for the Shares
including American Depositary Shares representing Shares to which the Company
does not already own will be approximately US$360 million. The Purchaser will
obtain such amount by borrowing the amount required from the Company, as it's
parent entity. The Company will obtain the amount required from its current
credit facilities. On October 20, 1997, the Company entered into an Amended and
Restated Multicurrency Credit Agreement which provides credit facilities to the
Company of up to US$750 million (the "Credit Facilities") to refinance existing
debt and for working capital and other corporate purposes, including
acquisitions. The line-of-credit consists of a five year US$600.0 million
multicurrency revolving credit facility and a US$150.0 million revolving credit
facility and bears interest at variable rates. The Credit Facilities permit the
Company to make loans to the Purchaser for

<PAGE>
 
the purpose of paying the consideration payable under the Offer. The Credit
Facilities are subject to customary and usual terms and conditions.

The Company believes its current cash position, cash flow from operations, and
available borrowings under the Company's line-of-credit will be adequate to meet
its anticipated cash needs from working capital, revenue growth, scheduled debt
repayment and capital investment objectives for at least the next twelve months.

<PAGE>
 
CERTAIN TRENDS AND UNCERTAINTIES

     The Company and its representatives may from time to time make written or
oral forward-looking statements, including statements contained in the Company's
filings with the United States Securities and Exchange Commission and in its
reports to stockholders. In connection with the "safe harbor" provisions of the
U.S. Private Securities Litigation Reform Act of 1995, the Company is hereby
identifying important factors that could cause actual results to differ
materially from those contained in any forward-looking statement made by or on
behalf of the Company; any such statement is qualified by reference to the
following cautionary statements.

Acquisition Strategy     In pursuit of its strategic objective of becoming the
leading global single-source provider of water and wastewater treatment systems
and services, U.S. Filter has, since 1991, successfully acquired and integrated
more than 100 United States based and international businesses with strong
market positions and substantial water and wastewater treatment expertise. U.S.
Filter plans to continue to pursue acquisitions that expand the segments of the
water and wastewater treatment and water-related industries in which it
participates, complement its technologies, products or services, broaden its
customer base and geographic areas served and/or expand its global distribution
network, as well as acquisitions which provide other opportunities to further
and implement U.S. Filter's one-stop-shop approach in terms of technology,
distribution or service. U.S. Filter's acquisition strategy entails the
potential risks inherent in assessing the value, strengths, weaknesses,
contingent or other liabilities and potential profitability of acquisition
candidates and in integrating the operations of acquired companies. Although
U.S. Filter generally has been successful in pursuing these acquisitions, there
can be no assurance that acquisition opportunities will continue to be
available, that U.S. Filter will have access to the capital required to finance
potential acquisitions, that U.S. Filter will continue to acquire businesses or
that any business acquired will be integrated successfully or prove profitable.

International Transactions     U.S. Filter has made and expects it will continue
to make acquisitions and obtain contracts in markets outside the United States.
While these activities may provide important opportunities for U.S. Filter to
offer its products and services internationally, they also entail the risks
associated with conducting business internationally, including the risk of
currency fluctuations, slower payment of invoices, nationalization and possible
social, political and economic instability.

Reliance On Key Personnel     U.S. Filter's operations are dependent on the
continued efforts of senior management, in particular Richard J. Heckmann, U.S.
Filter's Chairman of the Board, President and Chief Executive Officer. U.S.
Filter does not have employment agreements with most members of senior
management, including Mr. Heckmann. Should any of the senior managers with whom
U.S. Filter does not have a contract be unable or choose not to continue in
their present roles, U.S. Filter's prospects could be adversely affected.

Profitability Of Fixed Price Contracts     A significant portion of U.S.
Filter's revenues are generated under fixed price contracts. To the extent that
original cost estimates are inaccurate, costs to complete increase, delivery
schedules are delayed or progress under a contract is otherwise impeded, revenue
recognition and profitability from a particular contract may be adversely
affected. U.S. Filter routinely records upward or downward adjustments with
respect to fixed price contracts due to changes in estimates of costs to
complete such contracts. There can be no assurance that future downward
adjustments will not be material.

Cyclicality And Seasonality     The sale of capital equipment within the water
treatment industry is cyclical and influenced by various economic factors
including interest rates and general fluctuations of the business cycle. A
significant portion of U.S. Filter's revenues is derived from capital equipment
sales. While U.S. Filter sells capital equipment to customers in diverse
industries and in global markets, cyclicality of capital equipment sales and
instability of general economic conditions could have an adverse effect on U.S.
Filter's revenues and profitability.

<PAGE>
 
The sale of water and wastewater distribution equipment and supplies is also
cyclical and influenced by various economic factors including interest rates,
land development and housing construction industry cycles. Sales of such
equipment and supplies are also subject to seasonal fluctuation in northern
climates. The sale of water and wastewater distribution equipment and supplies
is a significant component of U.S. Filter's business. Cyclicality and
seasonality of water and wastewater distribution equipment and supplies sales
could have an adverse effect on U.S. Filter's revenues and profitability.

Potential Environmental Risks     U.S. Filter's business and products may be
significantly influenced by the constantly changing body of environmental laws
and regulations, which require that certain environmental standards be met and
impose liability for the failure to comply with such standards. U.S. Filter is
also subject to inherent risks associated with environmental conditions at
facilities owned, and the state of compliance with environmental laws, by
businesses acquired by U.S. Filter. While U.S. Filter endeavors at each of its
facilities to assure compliance with environmental laws and regulations, there
can be no assurance that U.S. Filter's operations or activities, or historical
operations by others at U.S. Filter's locations, will not result in cleanup
obligations, civil or criminal enforcement actions or private actions that could
have a material adverse effect on U.S. Filter. In that regard, United States
federal and state environmental regulatory authorities have issued certain
notices of violation related to alleged multiple violations of applicable
wastewater pretreatment standards by a wholly owned subsidiary of U.S. Filter at
a Connecticut ion exchange resin regeneration facility acquired by U.S. Filter
in October 1995 from Anjou International Company ("Anjou"). A grand jury
investigation is pending which is believed to relate to the same conditions that
were the subject of the notices of violation. U.S. Filter has certain rights of
indemnification from Anjou which may be available with respect to these matters.
In addition, U.S. Filter's activities as owner and operator of certain hazardous
waste treatment and recovery facilities are subject to stringent laws and
regulations and compliance reviews. Failure of one of these facilities to comply
with those regulations could result in substantial fines and the suspension or
revocation of the facility's hazardous waste permit. In other matters, U.S.
Filter has been notified by the United States Environmental Protection Agency
that it is a potentially responsible party under the Comprehensive Environmental
Response, Compensation, and Liability Act ("CERCLA") at certain sites to which
U.S. Filter or its predecessors allegedly sent waste in the past. It is possible
that U.S. Filter could receive other such notices under CERCLA or analogous
state laws in the future. U.S. Filter does not believe that its liability, if
any, relating to such matters will be material. However, there can be no
assurance that such matters will not be material. In addition, to some extent,
the liabilities and risks imposed by environmental laws on U.S. Filter's
customers may adversely impact demand for certain of U.S. Filter's products or
services or impose greater liabilities and risks on U.S. Filter, which could
also have an adverse effect on U.S. Filter's competitive or financial position.

Competition     All of the markets in which U.S. Filter competes are highly
competitive. Due to the nature of these markets, many of which are fragmented
and include an array of different sources of competition, U.S. Filter knows of
no reliable statistics that provide a basis from which to estimate U.S. Filter's
relative competitive position. There are competitors of U.S. Filter in certain
markets that are divisions or subsidiaries of large companies that have
significantly greater resources than U.S. Filter. In connection with the
marketing of water distribution equipment and supplies, U.S. Filter competes not
only with a large number of independent wholesalers and with other distribution
chains similar to U.S. Filter, but also with manufacturers who sell directly to
customers. In the residential water market, U.S. Filter competes with companies
with national distribution networks, businesses with regional scope and local
product assemblers or service companies, as well as retail outlets. U.S. Filter
believes that there are thousands of participants in the household water market.

Potential Risks Of Water Rights And Water Transfers     U.S. Filter recently
acquired more than 47,000 acres of agricultural land (the "Properties"),
situated in the Southwestern United States, the substantial majority of which
are in Imperial County, California (the "IID Properties") located within the
Imperial Irrigation District (the "IID"). Substantially all of the Properties
are currently leased to third party agricultural tenants, including prior owners
of the Properties. U.S. Filter acquired the Properties with appurtenant water
rights, and is actively seeking to acquire additional properties with water
rights, primarily in the Southwestern and Western United
<PAGE>
 
States. U.S. Filter may seek in the future to transfer water attributable to
water rights appurtenant to the Properties, particularly the IID Properties (the
"IID Water"). However, since the IID holds title to all of the water rights
within the IID in trust for the landowners, the IID would control the timing and
terms of any transfers of IID Water by U.S. Filter. The circumstances under
which transfers of water can be made and the profitability of any transfers are
subject to significant uncertainties, including hydrologic risks of variable
water supplies, risks presented by allocations of water under existing and
prospective priorities, and risks of adverse changes to or interpretations of
United States federal, state and local laws, regulations and policies. Transfers
of water attributable to water rights appurtenant to the IID Properties (the
"IID Water Rights") are subject to additional uncertainties. Allocations of
Colorado River water, which is the source of all water deliveries to the IID
Properties, are subject to limitations under complex international treaties,
interstate compacts, United States federal and state laws and regulations, and
contractual arrangements and, in times of drought, water deliveries could be
curtailed by the United States government. Further, any transfers of IID Water
would require the approval of the United States Secretary of the Interior. Even
if a transfer were approved, other California water districts and users could
assert claims adverse to the IID Water Rights including but not limited to,
claims that IID has failed to satisfy United States federal law and California
constitutional requirements that IID Water must be put to reasonable and
beneficial use. A finding that IID's water use is unreasonable or nonbeneficial
could adversely impact title to IID Water Rights and the ability to transfer IID
Water. Water transferred by the IID to metropolitan areas of Southern
California, such as San Diego, would be transported through aqueducts owned or
controlled by the Metropolitan Water District, a quasi-governmental agency (the
"MWD"). The transportation cost for any transfer of IID Water and the volume of
water which the MWD can be required to transport at any time are subject to
California laws of uncertain application, some aspects of which are currently in
litigation.

Technological And Regulatory Change     The water and wastewater treatment
business is characterized by changing technology, competitively imposed process
standards and regulatory requirements, each of which influences the demand for
U.S. Filter's products and services. Changes in regulatory or industrial
requirements may render certain of U.S. Filter's treatment products and
processes obsolete. Acceptance of new products may also be affected by the
adoption of new government regulations requiring stricter standards. U.S.
Filter's ability to anticipate changes in technology and regulatory standards
and to develop successfully and introduce new and enhanced products on a timely
basis will be a significant factor in U.S. Filter's ability to grow and to
remain competitive. There can be no assurance that U.S. Filter will be able to
achieve the technological advances that may be necessary for it to remain
competitive or that certain of its products will not become obsolete. In
addition, U.S. Filter is subject to the risks generally associated with new
product introductions and applications, including lack of market acceptance,
delays in development or failure of products to operate properly.

Municipal And Wastewater Market     A significant percentage of U.S. Filter's
revenues is derived from municipal customers. While municipalities represent an
important market in the water and wastewater treatment industry, contractor
selection processes and funding for projects in the municipal sector entail
certain additional risks not typically encountered with industrial customers.
Competition for selection of a municipal contractor typically occurs through a
formal bidding process which can require the commitment of significant resources
and greater lead times than industrial projects. In addition, demand in the
municipal market is dependent upon the availability of funding at the local
level, which may be the subject of increasing pressure as local governments are
expected to bear a greater share of the cost of public services. A company
acquired by U.S. Filter, Zimpro Environmental, Inc. ("Zimpro"), is party to
certain agreements (entered into in 1990 at the time Zimpro was acquired from
unrelated third parties by the entities from which it was later acquired by U.S.
Filter), pursuant to which Zimpro agreed, among other things, to pay the
original sellers a royalty of 3.0% of its annual consolidated net sales of
certain products in excess of $35.0 million through October 25, 2000. Under
certain interpretations of such agreements, with which U.S. Filter disagrees,
Zimpro could be liable for such royalties with respect to the net sales
attributable to products, systems and services of certain defined wastewater
treatment businesses acquired by Zimpro or U.S. Filter or U.S. Filter's other
subsidiaries after May 31, 1996. The defined businesses include, among others,
manufacturing machinery and equipment, and engineering, installation, operation
and maintenance services related thereto, for the treatment and disposal of
waste liquids, toxic waste and sludge. One of the prior sellers has revealed in
a letter to U.S. Filter an
<PAGE>
 
interpretation contrary to that of U.S. Filter. U.S. Filter believes that it
would have meritorious defenses to any claim based upon any such interpretation
and would vigorously pursue the elimination of any threat to expand what it
believes to be its obligations pursuant to such agreements.

     Impact of Recently Issued Accounting Standards. In February 1997, the
Financial Accounting Standards Board issued a new statement titled "Earnings Per
Share." The new statement is effective for fiscal years and interim periods
ending after December 15, 1997. The Company does not believe that adoption of
this new standard will have a material effect on the consolidated financial
statements.

     In June 1997, the Financial Accounting Standards Board issued a new
statement titled "Reporting Comprehensive Income." The new statement is
effective for fiscal years beginning after December 15, 1997. The Company is
currently evaluating its options for disclosure under this new standard and will
implement the statement during its fiscal year ending March 31, 1999.

     In June 1997, The Financial Accounting Standards Board issued a new
statement titled "Disclosures about Segments of an Enterprise and Related
Information." The new statement is effective for fiscal years beginning after
December 15, 1997. The Company is currently evaluating its options for
disclosure under this standard and will implement the statement during its
fiscal year ending March 31, 1999.

<PAGE>
 
PART II     OTHER INFORMATION

Item 1.     LEGAL PROCEEDINGS

                  N/A

Item 2.     CHANGES IN SECURITIES

       Privately Placed Securities

On September 17, 1997, the Company issued 8,000,000 shares (the "Shares") of its
common stock, par value $.01 per share (the "Common Stock"), and non-
transferable warrants (the "Warrants") to purchase the aggregate of 1,200,000
shares of the Common Stock, as consideration for the acquisition, by wholly
owned subsidiaries, of all of the partnership interests in Western Farms, L.P.,
a California limited partnership, and FW Ranchlands L.P., a Texas limited
partnership. The Shares and Warrants were issued in a transaction exempt from
registration pursuant to Section 4(2) of the United States Securities Act of
1933 as amended (the "Securities Act").

Item 3.     DEFAULTS UPON SENIOR SECURITIES

                  N/A

Item 4.     SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

(i)   The following directors were elected to terms expiring in 2000:

Class I Directors:                For            Withheld
                                  ---            --------
     John L. Diederich            64,146,745     630,619
     Nicholas C. Memmo            64,194,753     582,611
     C. Howard Wilkins, Jr.       64,193,202     584,162

(ii)  To approve the Company's 1991 Employee Stock Option Plan as amended and
restated:

      For                   Against              Withheld
----------------       -----------------     --------------- 
63,264,827                  1,237,265            275,272

(iii) An amendment to the Company's Articles of Incorporation to increase the 
number of total authorized shares to 300,000,000 common shares:

      For                   Against              Withheld
----------------       -----------------     --------------- 
62,615,454                  1,932,866            229,044

(iv)  Ratification of the appointment of KPMG Peat Marwick LLP as independent 
accountants for the Company:

      For                   Against              Withheld
----------------       -----------------     --------------- 
64,529,462                   84,318              163,584







<PAGE>
 
Item 5.   OTHER INFORMATION

On September 17, 1997, a wholly owned subsidiary of the Company (the
"Purchaser") announced its intention to offer to purchase (the "Offer") all
outstanding ordinary shares, par value A$2.50 per share (the "Shares"),
including American Depositary Shares representing Shares, of Memtec Limited, a
corporation incorporated under laws of the State of New South Wales, Australia
("Memtec"), at a price of US$30.00 per Share in cash. On November 11, 1997, the
Purchaser announced that it had increased the price of the Offer to US$34.50 per
Share in cash. As of September 15, 1997, Memtec had approximately 10,989,984
Shares outstanding on a fully diluted basis. The Offer is made upon the terms
and subject to the conditions described in the Statement on Schedule 14D-1 filed
with the United States Securities and Exchange Commission on October 24, 1997
and amended on October 27, 1997, November 7, 1997 and November 11, 1997. The
Offer is scheduled to expire on November 26, 1997, unless extended.

<PAGE>
 

Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

The following exhibits are filed herewith or incorporated herein by reference:

  3.01   Certificate of Amendment of Certificate of Incorporation of United 
         States Filter Corporation (filed herewith)


  4.01   Amended and Restated Multicurrency Credit Agreement dated as of October
         20, 1997 by and among United States Filter Corporation and various 
         lenders, with BankBoston, N.A. as Managing Agent (incorporated by 
         referenced to Registration Statement on Form S-4 dated November 6, 1997
         (File No. 333-39711)

  4.02   United States Filter Corporation 1991 Employee Stock Option Plan, as 
         amended through June 12, 1997 (filed herewith)

  27.0   Financial Data Schedule

Reports on Form 8-K

The Company filed three Current Reports on Form 8-K during the quarter ended 
September 30, 1997, as follows

         (1)  August 4, 1997, reporting the execution of definitive agreement
              for the acquisition of partnership interests pursuant to that
              certain Sale and Purchase of Partnership Interests dated as of
              August 3, 1997, by and among Western Farm & Cattle Company,
              California Land & Cattle Company, N.N. Investors, L.P., ST Ranch
              GenPar, Inc., FW Ranch Partners, L.P., and the Company, and
              related press release.

         (2)  September 17, 1997, reporting the consummation of the partnership
              interests pursuant to that certain Sale and Purchase of
              Partnership Interests dated as of August 3, 1997, by and among
              Western Farm & Cattle Company, California Land & Cattle Company,
              N.N. Investors, L.P., ST Ranch GenPar, Inc., FW Ranch Partners,
              L.P., and the Company, and related press release.

         (3)  September 19, 1997, reporting the tender offer by USFC Acquisition
              Inc., a wholly owned subsidiary of the Company to purchase any and
              all outstanding ordinary shares of Memtec Limited, a corporation
              incorporated under the laws of New South Wales, Australia, and
              related press releases.




<PAGE>
 
                                 EXHIBIT INDEX


<TABLE> 
<CAPTION> 

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

<C>               <S>                                                                                <C> 

3.01                Certificate of Amendment of Certificate of Incorporation 
                    of United States Filter Corporation (filed herewith)                                 23

4.02                United States Filter Corporation 1991 Employee Stock
                    Option Plan, as amended through June 12, 1997
                    (filed herewith)                                                                     24

27.0                Financial Data Schedule                                                              32

</TABLE> 
<PAGE>
 


                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                       UNITED STATES FILTER CORPORATION




                                       By: /s/Kevin L. Spence
------------------------                   ------------------
Dated: November 13, 1997               Kevin L. Spence
                                       Chief Financial Officer
                                       (Principal Financial Officer and
                                       Duly Authorized Officer)