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<FILENAME>b312043ex10_2a.txt

<DESCRIPTION>EX 10.2(A) -- EMPLOYMENT AGREEMENT

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                                             [Elected Executive Vice President]

                                                                  Single Bonus



                              EMPLOYMENT AGREEMENT

                              --------------------



                  AGREEMENT made as of January 22, 2001 between PALL

CORPORATION, a New York corporation (the "Company") and Donald B. Stevens

("Executive").



                  WHEREAS, the parties desire to terminate, as of January 21,

2001, any employment agreement between them then in effect, and to enter into a

new employment agreement, on the terms and conditions hereinafter set forth, for

a term beginning January 22, 2001.



                  NOW, THEREFORE, in consideration of the mutual agreements

hereinafter set forth, the parties hereto agree as follows:





ss.1.      Employment and Term



         The Company hereby employs Executive, and Executive hereby agrees to

serve, as an executive employee of the Company with the duties set forth in

ss.2, for a term (hereinafter called the "Term of Employment") beginning January

22, 2001 and ending, unless sooner terminated under ss.4, on the effective date

specified in a notice of termination given by either party to the other except

that such effective date shall not be earlier than the second anniversary of the

date on which such notice is given.



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ss.2.      Duties



(a)      Executive agrees that during the Term of Employment he will hold such

         offices or positions with the Company, and perform such duties and

         assignments relating to the business of the Company, as the Board of

         Directors or the Chief Executive Officer of the Company shall direct

         except that Executive shall not be required to hold any office or

         position or to perform any duties or assignment inconsistent with his

         experience and qualifications or not customarily performed by a

         corporate officer. The Company represents to Executive that the Board

         of Directors (acting by its Compensation Committee) has authorized the

         making of this Agreement and expressed its present intention that

         during the Term of Employment Executive will be an elected officer of

         the Company. The failure of any future Board of Directors to elect

         Executive as an officer of the Company shall not, however, be deemed to

         relieve either party hereto of any of his or its obligations under this

         Agreement.



(b)      If the Board of Directors or the Chief Executive Officer of the Company

         so directs, Executive shall serve as an officer of one or more

         subsidiaries of the Company (provided that the duties of such office

         are not inconsistent with Executive's experience and qualifications and

         are duties customarily performed by a corporate officer) and part or

         all of the compensation to which Executive is entitled hereunder may be

         paid by such subsidiary or subsidiaries. However, such employment

         and/or payment of Executive by a subsidiary or subsidiaries shall not

         relieve the Company from any of its obligations under this Agreement

         except to the extent of payments actually made to Executive by a

         subsidiary.









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         (c)      During the Term of Employment Executive shall, except during

                  customary vacation periods and periods of illness, devote

                  substantially all of his business time and attention to the

                  performance of his duties hereunder and to the business and

                  affairs of the Company and its subsidiaries and to promoting

                  the best interests of the Company and its subsidiaries and he

                  shall not, either during or outside of such normal business

                  hours, engage in any activity inimical to such best interests.



ss.3.      Compensation During Term of Employment



          (a)     Base Salary. With respect to the period beginning January 22,

                  2001 and ending at the end of the Term of Employment, the

                  Company shall pay to Executive base compensation (in addition

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