United States Filter Corporation to Acquire
Culligan Water Technologies, Inc.

For $1.5 Billion in Stock
Strengthening U.S. Filter's Position as

Largest Global Water Treatment Company

    PALM DESERT, Calif., and NORTHBROOK, Ill., Feb. 9 /
United States Filter Corporation (USF) announced today that it has signed a
definitive agreement to acquire Culligan Water Technologies, Inc. (CUL)
for approximately $1.5 billion in U.S. Filter common stock accounted for as a
pooling of interests.  Under the terms of the transaction, which further
consolidates U.S. Filter's position as the world's largest global water
treatment company, Culligan shareholders will get 1.714 shares of U.S. Filter
common stock for each Culligan share they own.  Subject to certain
adjustments, this equates to $60.00 per share in U.S. Filter stock.
    Combined, the two companies will have more than $4.5 billion in revenues,
2,000 locations and more than 20,000 employees in 90 countries throughout the
world.  Culligan has annualized revenues of approximately $760 million, with
about 4,000 employees worldwide and a three year compounded growth rate of
    The transaction, which is subject to approval by both companies'
shareholders, Hart, Scott Rodino Antitrust Clearance and other governmental
and customary conditions, is expected to close in late May 1998.  The Company
said the integration of Culligan and U.S. Filter is expected to be slightly
accretive within the first twelve months.
    Richard J. Heckmann, Chairman, President and CEO of U.S. Filter said,
"This transaction will create a significant critical mass for U.S. Filter and
a leadership position in the consumer/residential and commercial segment of
the water treatment business, including bottled water.  Culligan clearly is
the most recognized brand name in the water business and with its spectacular
growth rate of the last several years, fits culturally and strategically into
what we do.  The combination of our two organizations considerably strengthens
our position as the preeminent company in the water treatment business
    He continued, "With Culligan's global reach and outstanding franchise
dealer network, the cross-selling opportunities between our broad and diverse
product lines and their worldwide network of over 1,400 sales and service
centers, offers truly amazing opportunities and operating synergies.  We are
adding a powerful water company to our already strong and growing network of
companies.  Customers will benefit from our continued one-stop shop philosophy
of being a low cost, high quality and local service supplier of all water
products.  Shareholders will benefit from the enhanced value this brings to
both companies."
    Doug Pertz, CEO of Culligan, commenting on the transaction said, "As we
move into the 21st Century, merging with U.S. Filter is a terrific opportunity
to capitalize on the tremendous secular trends in our industry.  The benefits
to our customers, dealers and employees are enormous.  This industry-leading
strategic combination will allow greater support of Culligan's strong
franchise dealer network and further expand the Culligan brand name,
supporting continued strong growth."
    Culligan was founded in 1936.  The Culligan(R), Everpure(R), Elga(R),
Ametek(R) and Bruner(R) brands are among the most recognized in the industry.
Culligan's products are sold and serviced in over 90 countries with
manufacturing facilities in the United States, Italy, Spain, United Kingdom,
Germany and Canada.  Culligan's residential water treatment systems have been
installed in over 3 million households in the United States, representing the
largest installed base in the country.  Culligan is one of the largest five
gallon bottled water companies in the United States with the only nationwide
dealer network and brand.
    With annualized revenues of over $3.5 billion, U.S. Filter is the leading
global provider of industrial, municipal and residential water and wastewater
treatment systems, products and services, with an installed base U.S. Filter
believes is the largest worldwide.  In addition, U.S. Filter has the
industry's largest network of sales and service facilities through over 612
locations including 90 manufacturing plants in 33 countries.  U.S. Filter is
also a leading provider of outsourced water services, including the operation
of water and wastewater treatment systems at customer sites.  It is also
actively involved in the development of privatization initiatives for
municipal water treatment facilities in the U.S., Mexico and Canada.  U.S.
Filter invites you to visit its web site at http://www.usfilter.com.

    /CONTACT:  Dorrie B. Osborne of United States Filter Corporation,
760-340-0098; or Michael Sitrick of Sitrick & Co, 310-788-2850/