Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Narasimhan Naresh
2. Date of Event Requiring Statement (Month/Day/Year)
12/10/2014
3. Issuer Name and Ticker or Trading Symbol
PALL CORP [PLL]
(Last)
(First)
(Middle)
25 HARBOR PARK DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Pall Asia
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PORT WASHINGTON, NY 11050
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) 01/16/2013(1) 01/16/2020 Common Stock 670 $ 64.8 D  
Employee Stock Option (Right to Buy) 12/11/2013(2) 12/11/2020 Common Stock 1,396 $ 82.47 D  
Restricted Stock Units 07/13/2015 07/13/2015 Common Stock 472.604 $ (3) D  
Restricted Stock Units 01/18/2016 01/18/2016 Common Stock 448.312 $ (3) D  
Restricted Stock Units 12/11/2016 12/11/2016 Common Stock 284.705 $ (3) D  
Restricted Stock Units 01/16/2017 01/16/2017 Common Stock 400.723 $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Narasimhan Naresh
25 HARBOR PARK DRIVE
PORT WASHINGTON, NY 11050
      President, Pall Asia  

Signatures

/s/ Adam Mandelbaum, Attorney-in-fact for Naresh Narasimhan 12/12/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Date shown is the date of grant. These options vest ratably over a period of four years commencing on the first anniversary of the grant date, provided the Reporting Person satisfies certain service conditions.
(2) Date shown is the date of grant. These options vest ratably over a period of three years commencing on the first anniversary of the grant date.
(3) The Units will vest and become convertible into shares of Common Stock of the Issuer on a one-for-one basis on the date shown in Column 2, provided the Reporting Person satisfies certain service conditions.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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