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                                                                    EXHIBIT 10.1
                       UNITED STATES FILTER CORPORATION
                     1991 DIRECTORS STOCK OPTION PLAN /1/


     1.  Purpose.  The United States Filter Corporation 1991 Directors Stock
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Option Plan (the "Plan") is hereby established to grant to nonemployee directors
of United States Filter Corporation (the "Company") a favorable opportunity to
acquire Common Stock ("Stock") of the Company and to create an incentive for
such persons to serve on the Board of Directors of the Company and to contribute
to its long-term growth and profitability objectives.

     As used in the Plan, the term "Code" shall mean the Internal Revenue Code
of 1986, as amended.  The term "Participant" shall mean a member of the Board of
Directors of the Company who is not an officer or full-time salaried employee of
the Company.  Masculine terms used herein may be read as feminine, singular
terms as plural and plural terms as singular, as necessary to give effect to the
Plan.

     2.  Administration.  The plan shall be administered by the Compensation
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Committee of the Board of Directors of the Company (the "Committee").  The
Committee shall determine the meaning and application of the provisions of the
Plan and all option agreements executed pursuant thereto, and its decisions
shall be conclusive and binding upon all interested persons.  Subject to the
provisions of the Plan, the Committee shall have the sole authority to grant
options hereunder, to prescribe, amend and rescind rules and regulations
relating to the Plan, to determine the terms and conditions of each stock option
agreement entered into between the Company and any Participant, and to make all
other determinations necessary or advisable in the implementation and
administration of the Plan.

     3.  Eligibility.  All nonemployee directors of the Company shall
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participate in the Plan.

     4.  Stock Subject to Plan.  There shall be reserved for issue upon the
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exercise of options granted under the Plan 870,500 shares of Common Stock or the
number of shares of Stock, which, in accordance with the provisions of Section 8
hereof, shall be substituted therefor.  Such shares may be authorized but
unissued shares or treasury shares.  If an option granted under the Plan shall
expire or terminate for any reason without having been exercised in full,
unpurchased shares subject thereto shall again be available for the purposes of
the plan.

     5.  Terms of Options.  Each option granted under the Plan shall be
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evidenced by a stock option agreement between the person

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/1/  As amended by the Board of Directors through June 14, 1996
                                     
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to whom such option is granted and the Company.  Such stock option agreement
shall provide that the option is subject to the following terms and conditions
and to such other terms and conditions not inconsistent therewith as the
Committee may deem appropriate in each case:

         (a)  Option Exercise Price. The exercise price to be paid for each
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share of Stock upon the exercise of an option shall be 100% of the fair market
value of the shares on the date the option is granted. As used in this Plan, the
term "date the option is granted" means the first business day in April as of
which the option is granted in accordance with Section 5(b). Fair market value
of the shares shall be (i) the mean of the high and the low prices of shares of
Stock sold on a national stock exchange on the date the option is granted (or if
there was no sale on such date the highest asked price for Stock on such date)
or (ii) if the Stock is not listed on a national stock exchange on the date the
option is granted the mean between the "bid" and "asked" prices of the Stock in
the National Over-The-Counter market on the date the option is granted.

         (b)  Amount and Date of Grant.  Each Participant shall receive
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a grant of options for shares of Stock as follows: (1) on the first business day
(i.e., the first day on which Stock of the Company may be traded on a national
stock exchange) of April in each calendar year in which such Participant is
serving on the Board of Directors, 12,000 shares, and (ii) following a
Participant's initial election to the Board of Directors of the Company,
provided that if a Participant's initial election to the Board of Directors
occurs after September 30 of the year first elected, such initial grant shall be
6,000 and not 12,000 shares of Stock.

         (c)  Period of Option. Options granted hereunder shall have a term of
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four years from the date of grant.

         (d)  Exercisability.  Each option granted under the Plan shall be
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exercisable in full at any time and from time to time commencing as of the date
of grant.

         (e)  Payment for Stock. The option exercise price for Stock purchased
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under an option shall be paid in full at the time of purchase. The option
exercise price be payable, at the election of the holder of the option, in whole
or in part either in cash or by delivery of Stock in transferable form, such
Stock to be valued for such purpose at its fair market value on the date on
which the option is exercised. No share of Stock shall be issued until full
payment therefor has been made, and no Participant shall have any rights as an
owner of shares of Stock until the date of issuance to him of the stock
certificate evidencing such Stock.

     6.  Nontransferability.  Options granted pursuant to the Plan shall be
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nontransferable except by will or the laws of descent and

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distribution, and shall be exercisable during the optionee's lifetime only by
him, and after his death, by his personal representative or by the person
entitled thereto under his will or the laws of intestate succession.

     7.  Termination of Service.  Upon termination of the optionee's service on
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the Board of Directors for any reason ("Termination of Service"), his rights to
exercise options then held by him shall be only as follows:

         (a)  Death or Disability.  Upon the death of any person holding options
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granted under this Plan, his options shall be exercisable, by the holder's
representative or by the person entitled thereto under his will or the laws of
intestate succession, only if and to the extent they are exercisable on the date
of his death, and such options shall terminate twelve months after the date of
his death.

         (b)  Termination for Cause.  A Participant's right to exercise 
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stock options shall be rescinded if the Participant has been found to be engaged
directly or indirectly in any conduct or activity which is in competition with
the Company or is otherwise adverse to or not in the best interest of the
Company.

         (c)  Termination of Service.  Upon the Termination of Service of a
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Participant for any reason other than as set forth in Section 7(a) or 7(b)
hereof, his options shall be exercisable only if and to the extent they are
exercisable on the date of his Termination of Service and such options shall
terminate 30 days after the date of his Termination of Service unless the holder
of the options dies prior thereto, in which event he shall be deemed to have
died on the date of his Termination of Service; provided, however, in no event
shall such options be exercised more than five years from the date they are
granted.

     8.  Adjustment of Shares.
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         (a) In the event of changes in the outstanding Stock by reason of stock
 dividends, stock splits, reverse stock splits, split-ups, consolidations,
 recapitalizations, reorganizations or like events, an appropriate adjustment
 shall be made in the number of shares reserved under the Plan, in the number of
 shares set forth in Section 4 hereof, and in the number of shares and the
 option price per share specified in any stock option agreement with respect to
 any unpurchased shares. The Company shall give prompt notice to all optionees
 of any adjustment pursuant to this Section.

         (b) Section 8(a) above to the contrary notwithstanding, in the event of
 any merger, consolidation or other reorganization of the Company in which the
 Company is not the surviving or continuing corporation or in the event of the
 liquidation or dissolution of the Company, all options granted hereunder shall
 terminate on the effective date of the merger, consolidation,

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reorganization, liquidation, or dissolution unless the agreement with respect
thereto provides for the assumption of such options by the continuing or
surviving corporation.  Any other provision of this Plan to the contrary
notwithstanding, all outstanding options granted hereunder shall be fully
exercisable for a period of 30 days prior to the effective date of any such
merger, consolidation, reorganization, liquidation, or dissolution unless such
options are assumed by the continuing or surviving corporation.

     9.  Securities Law Requirements.  The Company may require prospective
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optionees, as a condition of either the grant or the exercise of an option, to
represent and establish to the satisfaction of the General Counsel of the
Company that all shares of Stock acquired upon the exercise of such option will
be acquired for investment and not for resale.  The Company may refuse to permit
the sale or other disposition of any shares acquired pursuant to any such
representation until it is satisfied that such sale or other disposition would
not be in contravention of applicable state or federal securities law.

     10.  Tax Withholding.  If appropriate, the Company shall require an
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optionee to pay to the Company all applicable federal, state and local taxes
which the Company is required to withhold with respect to the exercise of an
option granted hereunder.

     11.  Amendment.  The Board of Directors may amend the Plan at any time,
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except that without shareholder approval:

         (a) The number of shares of Stock which may be reserved for issuance
under the Plan shall not be increased except as provided in Section 8 hereof;

         (b) The option price per share of Stock may not be fixed at less than
the price specified in Section 5(a) hereof;

         (c) The maximum period during which the options may be exercised may
not be extended;

         (d) The Class of persons eligible to receive options under the Plan as
set forth in Section 3 shall not be changed;

         (e) This Section 11 may not be amended in a manner that limits or
reduces the amendments which require shareholder approval; and

         (f) The provisions of the Plan shall not be amended more than once
every six months, other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act, or the rules thereunder.

     12.  Termination.  The Plan shall terminate automatically on February 27,
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2001.  The Board of Directors may terminate the Plan at any earlier time.  The
termination of the Plan shall not affect

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the validity of any option agreement outstanding at the date of such
termination, but no option shall be granted after such date.

     13.  Effective Date.  The Plan shall be effective upon its adoption by the
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Board of Directors of the Company.  Options may be granted but not exercised
prior to stockholder approval of the Plan.  If any options are so granted and
stockholder approval shall not have been obtained on or before February 27,
1992, such options shall terminate retroactively as of the date they were
granted.

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