As filed with the Securities and Exchange Commission on November 5, 2012

Registration No. 333-________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________

Pall Corporation

(Exact Name of Registrant as Specified in Its Charter)

New York		11-1541330
(State or Other Jurisdiction of		(I.R.S. Employer Identification Number)
Incorporation or Organization)

 25 Harbor Park Drive
Port Washington, New York 11050
(Address of Registrant’s Principal Executive Offices)

____________________

Pall Corporation Employee Stock Purchase Plan
(Full Title of the Plan)

____________________

Roya Behnia, Esq.
Senior Vice President, General Counsel and Corporate Secretary
Pall Corporation
25 Harbor Park Drive
Port Washington, New York 11050
516-484-5400
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer ¨		Non-accelerated filer ¨		Smaller reporting company ¨
(Do not check if a smaller reporting company)

____________________

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
		Maximum	Maximum	Amount Of
Title Of Securities	Amount To Be	Offering Price	Aggregate	Registration
To Be Registered	Registered (1)	Per Share (2)	Offering Price	Fee
Common Stock, par value $.10 per share	1,300,000 shares	$63.12	$82,056,000	$11,192.44

---

(1)		Together with an indeterminate number of shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Pall Corporation Employee Stock Purchase Plan (the “Plan”) as the result of stock split, stock dividend or similar adjustment of the outstanding common stock of Pall Corporation (the “Registrant”).
(2)		With respect to the Registrant’s Common Stock (“Common Stock”), estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457 (c) and (h) under the Securities Act of 1933, as amended (the “Securities Act”) and based upon the average of the high and low prices of the Common Stock of the Registrant as reported on the New York Stock Exchange on October 31, 2012.

Explanatory Note

     On December 15, 2010 the shareholders of the Registrant approved an amendment to the Plan, authorizing the issuance of an additional 1,300,000 shares of Common Stock under the Plan, increasing the aggregate Common Stock issuable under the Plan to 6,600,000.

     The additional Common Stock to be registered by this Registration Statement are of the same class as those covered by the Registrant’s previously filed Registration Statements on Form S-8 filed on March 14, 2006 (Registration No. 333-132407), September 29, 2008 (Registration No. 333-153716) and on March 12, 2010 (Registration No. 333-165456) (collectively, the “Prior Registration Statements”). This Registration Statement on Form S-8 has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of effecting the registration under the Securities Act of an additional 1,300,000 shares of Common Stock issuable pursuant to options to be granted under the Plan. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements, filed in connection with the Plan, including the periodic reports that the Registrant filed after the Prior Registration Statements to maintain current information about the Registrant, are incorporated herein by reference.

2

---

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

     The following documents are filed with or incorporated by reference into this Registration Statement:

	3.1		Restated Certificate of Incorporation of the Registrant as amended through September 1, 2010 (incorporated by reference to Exhibit 3.1(i) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2010, filed with the Commission on September 28, 2010).
	3.2		By-Laws of the Registrant as amended through September 25, 2012 (incorporated by reference to Exhibit 3.1(ii) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2012 filed with the Commission on October 1, 2012).
	4.1		Pall Corporation Employee Stock Purchase Plan (incorporated by reference to Appendix B to the Registrant’s Proxy Statement filed with the Commission on November 10, 2010).
	23.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm.
	24.1		Power of Attorney.

3

---

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Port Washington, State of New York, on this 5th day of November, 2012.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated, on this 5th day of November, 2012.

Signature		Title
/s/ Lawrence D. Kingsley
Lawrence D. Kingsley		President, Chief Executive Officer and Director
		(Principal Executive Officer)
/s/ Lisa McDermott
Lisa McDermott		Chief Financial Officer and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)
*
Amy E. Alving		Director
*
Daniel J. Carroll, Jr.		Director
*
Robert B. Coutts		Director
*
Cheryl W. Grisé		Director
*
Ronald L. Hoffman		Director
*
Dennis N. Longstreet		Director
*
B. Craig Owens		Director
*
Katharine L. Plourde		Director
*
Edward L. Snyder		Director
*
Edward Travaglianti		Director

Roya Behnia, the undersigned attorney-in-fact, by signing her name, does hereby sign and execute this Registration Statement on Form S-8 on behalf of the directors of the Registrant pursuant to a power of attorney filed herewith as Exhibit 24.1.

*By:		/s/ Roya Behnia
		Roya Behnia
		Attorney-in-fact

4

---

EXHIBIT INDEX

Exhibit
No.		Description		Method of Filing	Page
3.1		Restated Certificate of Incorporation of the Registrant as amended through September 1, 2010.		Incorporated by reference to Exhibit 3.1(i) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2010, filed with the Commission on September 28, 2010.	--
3.2		By-Laws of the Registrant as amended through September 25, 2012.		Incorporated by reference to Exhibit 3.1(ii) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2012 filed with the Commission on October 1, 2012.	--
4.3		Pall Corporation Employee Stock Purchase Plan.		Incorporated by reference to Appendix B to the Registrant’s Proxy Statement filed with the commission on November 10, 2010.	--
23.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm.		Filed herewith.
24.1		Power of Attorney.		Filed herewith.

5

---