[Elected Vice President Form]









                              EMPLOYMENT AGREEMENT

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



                  AGREEMENT made as of February 1, 1992 between PALL

CORPORATION, a New York corporation (the "Company") and JOHN MILLER

("Executive").



                  WHEREAS, the parties desire to terminate, as of January 31,

1992, 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 February l, 1992,



                  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 February 1, 1992 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.



                  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





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<PAGE>





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









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<PAGE>





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



                  (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

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



                  (d) Base Salary. With respect to the period beginning February

1, 1992 and ending at the end of the Term of Employment, the Company shall pay

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