Company Name: Pall Corp.
Public Availability Date: September 20, 2005

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

July 26, 2005

Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

Re: Pall Corporation Commission File No. 1-4311

Statement of Reasons for Omission of Shareholder Proposal for Annual Meeting

Ladies and Gentlemen:

We are counsel to Pall Corporation, a New York corporation ("Pall"), whose common shares are registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and are listed for trading on the New York Stock Exchange. Pursuant to Rule 14a-8(j) (Question 10) under the Exchange Act, we hereby request confirmation that the Commission staff will take no action against Pall if Pall excludes the shareholder proposal set forth in Exhibit A to this letter (the "Proposal") from the proxy statement for Pall's annual meeting of shareholders scheduled to be held on November 16, 2005 (the "Meeting").1

Pall's position is that the proponent of the Proposal, David J. Greene and Company, LLC ("Greene"), has failed to establish that it meets the minimum stock ownership requirements set forth in Rule 14a-8(b), and that therefore Greene is ineligible to submit the Proposal.

Background

On June 8, 2005, Pall's Corporate Secretary received a letter dated June 7, 2005 from Greene over the signature of Lee Unterman, its General Counsel. With that letter, Greene submitted the Proposal for inclusion in the definitive proxy statement for the Meeting.2 Also attached to Mr. Unterman's June 7 letter was a copy of Greene's Form 13F for the quarter ended June 30, 2004, filed by Greene as an institutional investment manger. Mr. Unterman's June 7 letter and its attachments are attached hereto as Exhibit A.

By letter dated June 20, 2005 (Exhibit B) this Firm, on behalf of Pall, responded to Greene's June 7 letter pursuant to Rule 14a-8(f)(1) (Question 6), explaining Pall's position that Greene had failed to establish its eligibility to submit the Proposal. Our June 20 letter noted that Greene had not provided the required evidence that it had held at least $2,000 in market value of Pall common shares continuously for one year. Specifically, our June 20 letter explained that: (1) Greene is not a registered holder of any Pall shares, i.e., its name does not appear as a shareholder in Pall's records (Rule 14a-8(b)(2)); (2) Greene had not submitted to Pall a written statement from the "record" holder3 of Pall common shares which Greene claims to own, verifying that, as of June 7, 2005, Greene had continuously held such Pall shares for at least one year (Rule 14a-8(b)(2)(i)); and (3) Greene had not provided Pall with any of the Commission filings referenced in Rule 14a-8(b)(2)(ii). Our June 20 letter further explained that a Form 13F has not been an acceptable filing under Rule 14a-8(b)(2)(ii) since June 29, 1998, the effective date of an amendment to the Rule deleting a prior reference to Form 13F. To further elucidate these requirements for Greene's benefit, our June 20 letter included a copy of Rule 14a-8(b) captioned "Question 2: Who is eligible to submit a proposal, and how do I demonstrate to the company that I am eligible?" Finally, our June 20 letter notified Greene that it had 14 days to respond to our notification of the eligibility deficiencies in its Proposal.

Mr. Unterman replied to our letter of June 20 by letter dated June 30, 2005 to which was attached Greene's Form 13F for the quarter ended March 31, 2005. In addition, Mr. Unterman attached to his June 30 letter portions of monthly brokerage statements for the DJG Small Cap Fund (the "Small Cap Fund") for the period from April 2004 through June 2005, as evidence that the Small Cap Fund (a commingled account of which, according to Greene's June 30 letter, Greene is the sole Sponsor and Fund Manager) has continuously held Pall securities having a market value of more than $2,000 for more than a year. Mr. Unterman signed the letter as "Chief Operating Officer" of Greene and also signed on behalf of the Small Cap Fund. Mr. Unterman's June 30 letter and its attachments are Exhibit C hereto.

Discussion

Rule 14a-8(b) (Question 2) sets forth the exclusive means by which a shareholder proponent must demonstrate that he, she or it is eligible to submit a shareholder proposal for inclusion in a company's proxy statement and proxy for a meeting of shareholders. Question 2 provides that a proponent either must be the registered holder of the company's common shares (Rule 14a-8(b)(2), or must submit with its proposal either: (a) a written statement from the "record" holder of the company's common shares verifying that at the time its proposal was submitted, the proponent continuously held the requisite minimum number of common shares for at least one year (Rule 14a-8(b)(2)(i)); or (b) a Schedule 13D, Schedule 13G, Form 3, Form 4 and/or Form 5 under the Exchange Act reflecting the proponent's ownership of the company's common shares as of or before the date on which the one-year eligibility period begins (Rule 14a-8(b)(2)(ii)).4

It is undisputed that Greene is not a registered holder of any Pall common shares. Nor has Greene made any of the Commission filings referenced in Rule 14a-8(b)(2)(ii). As we advised Greene in our letter of June 20, Form 13F has not been an acceptable filing for purposes of Rule 14a-8(b)(2)(ii) since June 29, 1998, the effective date of an amendment to Rule 14a-8 which deleted a prior reference to Form 13F. Therefore, the only way Greene could demonstrate the requisite Pall share ownership for purposes of Rule 14a-8 was to submit to Pall a written statement from the "record" holder of Pall common shares which Greene claims to own, verifying that, as of June 7, 2005, Greene had continuously held the required minimum dollar amount of Pall shares for at least one year.5 Greene did not do this, notwithstanding detailed notification from Pall of the deficiency in the Proposal and of the requirements of Rule 14a-8(b).

In its letter of June 30, 2005 (Exhibit C) Greene attempts to circumvent its apparent ineligibility under Rule 14a-8 by endeavoring to add the DJG Small Cap Fund as a proponent of the Proposal. The difficulty with this attempt is that, if Greene's June 30 letter is deemed the making of a shareholder proposal by the DJG Small Cap Fund, it was not made timely. The deadline for shareholder proposals to be included in Pall's 2005 proxy statement was June 15, 2005, determined in accordance with Rule 14a-8(e)(2). The June 15, 2005 deadline was set forth in Pall's 2004 Annual Meeting proxy statement in a separate section captioned SHAREHOLDER PROPOSALS FOR 2005 ANNUAL MEETING.

The shareholder proposal made by David J. Greene and Company, LLC by its letter of June 7 was timely made but nowhere in that filing is there any reference to the Small Cap Fund. Greene's June 30 letter can be viewed as an attempt to add the Small Cap Fund as a proponent of the Proposal or perhaps to substitute that Fund for David J. Greene and Company, LLC. However, Greene and the Fund are separate legal entities and Greene should not be allowed to circumvent the June 15 deadline set by Pall in accordance with Rule 14a-8(e)(2) by belatedly adding a different entity as a proponent of the Proposal.

In any event, Greene has not proved, in any of the ways permissible under Rule 14a-8 (b), that the Small Cap Fund is an eligible shareholder proposal proponent: (1) The Small Cap Fund is not the registered holder of any Pall shares, i.e. its name does not appear as a shareholder in Pall's records. (2) Neither Greene nor the Small Cap Fund has provided Pall with any of the Commission filings referenced in Rule 14a-8(b)(2)(ii). (3) Neither Greene nor the Small Cap Fund has submitted to Pall a written statement from the "record" holder of Pall common shares which would qualify the Small Cap Fund as an eligible shareholder proposal proponent under Rule 14a-8(b)(2)(i). Greene, as "Fund Manager" of the Small Cap Fund, has endeavored to meet that requirement by making the verification itself and by attaching periodic investment statements of the Small Cap Fund. However, as indicated in Staff Legal Bulletin No. 14, those are not acceptable ways in which the requirements of the Rule can be met6.

Conclusion

For the reasons stated above, we submit that Pall is entitled to omit the Proposal from the proxy statement for the Meeting. Because Greene is not the registered holder of Pall common shares, it "is responsible for proving [its] eligibility to submit a proposal to [Pall]." 7 Greene must prove this in the specific ways set forth in Rule 14a-8(b). Despite ample notice, Greenea sophisticated investment adviserhas not done so, either with respect to David J. Greene and Company, LLC or with respect to the DJG Small Cap Fund.

We therefore respectfully request that the Commission staff advise us that it will not recommend any enforcement action if the Proposal is excluded from Pall's definitive proxy statement for the Meeting. (Should the staff disagree with our conclusions regarding the omission of the Proposal, or should the staff desire any additional information in support of Pall's position, we would appreciate an opportunity to confer with the staff concerning these matters prior to the issuance of its Rule 14a-8(j) response. If you have any questions regarding any aspect of this letter, please communicate with Heywood Shelley (telephone: 212-238-8709; e-mail: shelley@clm.com) or Stephen V. Burger (telephone: 212-238-8742; e-mail: burger@clm.com)).

Respectfully submitted,

CARTER LEDYARD & MILBURN LLP

By: /s/

Heywood Shelley, Counsel

and

/s/

Stephen V. Burger, Partner

HS:rk

Attachments

cc: Lee Unterman, Esq., David J. Greene and Company, LLC
Mary Ann Bartlett, Esq., Pall Corporation

-----FOOTNOTES-----

1 Pursuant to Rule 14a-8(j), Pall is filing with the Commission, 80 calendar days before the date (October 14, 2005) on which it plans to file its definitive proxy statement and form of proxy with the Commission for the Meeting, six paper copies of this letter explaining why Pall's management believes that Pall may exclude the Proposal and, attached hereto as exhibits, the Proposal (Exhibit A), our letter to the proponent responding to the Proposal on Pall's behalf (Exhibit B) and the proponent's response to our letter (Exhibit C). Simultaneously with this filing with the Commission, Pall is providing the shareholder proponent (David J. Greene and Company, LLC) with a copy of this submission.

2 The text of the Proposal is included in Exhibit A. The substance of the Proposal is not at issue.

3 Our letter advised Greene that a "record" holder for this purpose includes a participant in the book-entry system of The Depository Trust Company ("DTC") whose name appears in the security portion report for the Pall common shares, citing Dillard Department Stores, Inc., 1999 SEC No-Act. LEXIS 283 (March 4, 1999).

4 See also Staff Legal Bulletin No. 14 (SEC, July 13, 2001) at C.1.c.; and Staff Legal Bulletin No. 14B (SEC, September 15, 2004) at C.2.

5 See Staff Legal Bulletin No. 14 at G.2.

6 Staff Legal Bulletin No. 14 at C.1.c (1) (a written statement from a shareholder proponent's investment adviser would not demonstrate continuous ownership of shares for at least one year unless the investment adviser is the record holder of the shares); and Id. at C.1.c.(2) (a shareholder's periodic investment statements do not demonstrate continuous ownership of shares).

7 Staff Legal Bulletin No. 14 at C.1.c.

[INQUIRY LETTER]

June 7, 2005

Via Fed Ex - 8507 6417 8198

Mary Ann Bartlett
Corporate Secretary
Pall Corporation
2200 Northern Boulevard
East Hills, New York 11548

Dear Ms. Bartlett:

David J. Greene and Company, LLC ("DJG") is the owner of over 1 million shares of Pall Corporation stock. In that capacity, the attached proposal is submitted for inclusion in the 2005 proxy statement in accordance with Rule 14a-8 of the General Rules and Regulations of the Securities Act of 1934. DJG has been a shareholder for more than one year, and has held over $2,000 worth of stock continuously since April 2004. In that regard, annexed hereto is a copy of our Form 13F as filed with the SEC showing our position in Pall for the quarter ending June 30, 2004. We will be happy to provide additional verification of our stockholding position should you so request. This letter will also confirm that DJG intends to maintain its ownership of the number of shares required by Rule 14a-8 through the date of the next annual shareholders meeting.

Mr. Benjamin Nahum, a principal of DJG, presently intends to be present at the 2005 annual meeting to personally move the accompanying resolution. Please let me know if you have any questions or require anything further with respect to our proposal.

Very truly yours,

/s/

Lee Unterman
General Counsel

Annual Election of Directors Pall Corporation

RESOLVED: That the stockholders request that the Board of Directors promptly take all steps necessary to declassify the election of Directors by insuring that in future Board elections directors are elected annually and not by classes as is now provided. This declassification shall be phased in so that it does not effect the unexpired terms of Directors previously elected.

Supporting Statement

This resolution requests that the Board end the present staggered board system that presently provides that one-third of Directors are elected each year and instead, ensure that all Directors are elected annually. We believe shareholders should have the opportunity to vote on the performance of the entire board each year.

Increasingly, institutional investors are calling for the end of a classified system, believing it makes a Board less accountable to shareholders when directors do not stand for annual election. California's Public Employees Retirement System, New York City pension funds, New York State pension funds and many others, including the Council of Institutional Investors, and Institutional Shareholder Services, are among those that have supported resolutions calling for the annual election of directors.

Recent shareholder resolutions to end this staggered system of voting have received wide support. According to a news release issued by the Social Investment Forum in April 2005, in 2004 approximately 35 proposals asking companies to declassify their boards came to a vote and received average support of 70.4 percent of the votes cast. Numerous companies have demonstrated leadership in corporate governance by changing away from staggered boards. These include Pfizer, Bristol-Myers Squibb, Dow Jones, Bellsouth, Coca-Cola and Dell, Inc. Other boards that are now similarly sponsoring resolutions to declassify the board include Yum Brands, Inc., Honeywell, Federated Department Stores, Inc. and Eastman Kodak.

We strongly believe that our company's financial performance is linked to its corporate governance policies and procedures and the level of Board and management accountability they establish. We also believe the Compensation, Nominating, and Audit Committees, as well as the full Board need to be fully and annually accountable to shareowners - another key reason for annually electing Directors.

We do not believe this reform would affect the continuity of director service since our Directors, like those at an overwhelming majority of companies, are routinely elected with strong shareholder approval.

We urge all shareholders to vote "For" this proposal.

August 12, 2005

Via Fed Ex - 8507 6418 0820

Securities and Exchange Commission
Division of Corporate Finance
Office of Chief Counsel
100 F Street N.E.
Washington, D.C. 20549

Re: Pall Corporation (SEC File no. 1-4311) Shareholder Proposal re annual election of directors

Dear Sirs:

Please accept this letter as the response of David J. Greene and Company, LLC ("DJG"), a registered investment adviser and registered broker dealer, and the DJG Small Cap Fund, a commingled account sponsored and managed by DJG (the "Small Cap Fund"), to the "no-action" request dated July 26, 2005 submitted by Carter Ledyard & Milbum LLP on behalf of the Pall Corporation ("Pall") (DJG and the Small Cap Fund are collectively referred to herein as "Greene").

Chronology of Events

As is evident from the no-action request submitted by Pall, this matter has its genesis in a June 7, 2005 letter from Greene to Pall containing a simple shareholder proposal submitted by Greene for inclusion in Pall's proxy statement calling for the annual election of directors (the "Proposal"). As is self-evident, Greene's June 7, 2005 correspondence contained the representations required by Rule 14a-8 to the effect that Greene has been a shareholder of Pall for more than one year, has continuously held over $2,000 worth of Pall stock since at least April 2004, and that Greene intended to maintain its ownership of the number of shares required by Rule 14a-8 through the date of Pall's next annual shareholders meeting. Since Pall's senior management was well familiar with Greene and its holdings in Pall, Greene's Form 13F for the quarter ending June 30, 2004, showing Greene holding in excess of $20 million worth of Pall stock, was included as evidence of ownership, along with a proffer to provide additional verification should Pall so request. A copy of Greene's letter to Pall's Corporate Secretary dated June 7, 2005, together with the Proposal is annexed hereto as Exhibit A (copies were also annexed as Exhibit A to Pall's no-action request).

Notwithstanding Pall's familiarity with Greene, its holdings in Pall and the fact that over the past year, principals of Greene have had an ongoing dialogue with various members of Pall's Board and/or senior management, by letter dated June 20, 2005, Pall took the disingenuous position that Greene had not provided satisfactory evidence that it was a "record" holder of Pall shares so as to be eligible to submit the Proposal. A copy of Pall's reply dated June 20, 2005 is attached hereto as Exhibit B (a copy was similarly attached as Exhibit B to Pall's no-action request).

By letter dated June 30, 2005, Greene responded to Pall, and provided additional evidence of ownership, including both Greene's Form 13F for the period ending March 30, 2005, and twelve (12) months of monthly brokerage statements showing the Pall holdings of the DJG Small Cap Fund for the period April 2004 through June 2005. A copy of Greene's reply dated June 30, 2005 is annexed hereto as Exhibit C (a copy was similarly attached as Exhibit C to Pall's no-action request).

Apparently still unwilling to allow its shareholders to vote on the question of the annual election of directors, Pall has now filed the instant no-action request seeking to exclude Greene's proposal from the proxy for Pall's November 2005 annual meeting.

Discussion

Ignoring for purposes of this filing whatever may be the true reason Pall does not want to have its directors held accountable on an annual basis to shareholders, Pall's resistance to Greene's proposal focuses on the alleged failure of Greene to prove that either DJG or the Small Cap Fund is an eligible shareholder proposal proponent. Pall's argument in this regard relies, in large measure, on Pall's contention, set forth in the first full paragraph on page 4 of its no-action request, that DJG and the Small Cap Fund are separate legal entities. In so contending, Pall argues that any statement made, or evidence provided, in Greene's June 30\th/ reply with respect to the Small Cap Fund's holdings of Pall could not relate back to Greene's June 7\th/ filing, and thus would be untimely, and conversely, that DJG cannot rely on the Small Cap Fund's brokerage statements as evidence of DJG's ownership of Pall shares.

Pall's argument in this regard is factually and legally wrong. In point of fact, DJG and the Small Cap Fund are not "separate legal entities" as Pall contends. As stated in Greene's June 30\th/ correspondence, the Small Cap Fund is a commingled account of which DJG is the sole Sponsor and fund manager. DJG, as manager of the Small Cap Fund, purchases and sells securities in street name through a brokerage account maintained at DJG.

No legal entity can hold, purchase or sell securities, for or on behalf of the Small Cap Fund other than DJG and the fund agreement specifically places all such authority with DJG. A copy of the Small Cap Fund Confidential Offering Memorandum dated June 7, 2004, including a copy of the DJG Small Cap Fund Agreement is annexed hereto as Exhibit D.

Contrary to the position taken by Pall, Greene's June 7\th/ and June 30\th/ letters each contain the required Rule 14a-8 representations by "the shareholder" that such shareholder has been a holder of over $2,000 worth of stock continuously for more than a year and that such shareholder intends to maintain the requisite ownership through Pall's next annual shareholders meeting. While Pall is correct that the monthly brokerage statements for the Small Cap Fund in and of themselves would not be enough to satisfy the Rule14a-8 requirements, when coupled with the written representations set forth in the aforementioned letters, Greene has more than satisfied the statutory requirements for becoming a shareholder resolution proponent.

Conclusion

Greene recognizes the technical nature of the regulations governing shareholder proposals and the theories behind such requirements. The letters and documentary evidence submitted by Greene meet both the form and substance requirements of those regulations. There is no legitimate basis for Pall to avoid placing the simple issue of the annual election of directors before its shareholders. For all of the foregoing reasons, we respectfully urge the Commission to deny the relief sought by Pall and direct that the proposal submitted by Greene be placed before Pall's shareholders at the company's next annual meeting.

Very truly yours,

/s/

Lee Unterman
David J. Greene and Company, LLC
DJG Small Cap Fund

By: /s/

Lee Unterman

cc: Heywood Shelley (by Fed Ex w/enclosures)

August 26, 2005

Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

Re: Pall Corporation Commission File No. 1-4311

Statement of Reasons for Omission of Shareholder Proposal for Annual Meeting

Ladies and Gentlemen:

As counsel to Pall Corporation, a New York corporation ("Pall"), we are responding to the letter to the Commission staff dated August 12, 2005 (the "August 12 Letter"), from David J. Greene and Company, LLC ("Greene") and the DJG Small Cap Value Fund (the "Fund"). For your ready reference, a copy of the August 12 Letter (not including certain attachments) is attached to this letter as Exhibit A.

As stated in our letter to the staff dated July 26, 2005 (attached to this letter, without its attachments, as Exhibit B), Pall's position is that Greene, the proponent of the shareholder proposal in question (the "Proposal"), has failed to establish that it meets the minimum stock ownership requirements set forth in Rule 14a-8(b) under the Securities Exchange Act of 1934, despite ample opportunity to do so, and therefore Greene is ineligible to submit the Proposal.

The August 12 Letter does nothing to cure the deficiencies in Greene's earlier submissions. Greene attempts to cure by submitting with the August 12 Letter (1) Greene's Form 13F for the calendar quarter ended March 31, 2005, and (2) twelve months of monthly brokerage statements showing the number and market value of the Pall common shares said to be held by the Fund. Neither of these two submissions satisfies the requirements of Rule 14a-8(b). As we pointed out to Greene by letter dated June 20, 2005 (Exhibit C hereto), Form 13F has not been an acceptable filing for purposes of Rule 14a-8(b)(2)(ii) since June 29, 1998, the effective date of an amendment to Rule 14a-8(b) which deleted the prior reference to Form 13F. Despite having been so advised, Greene again filed Forms 13F with its letters dated June 30, 2005 and August 12, 2005. The monthly brokerage statements are also irrelevant for purposes of Rule 14a-8(b). See Staff Legal Bulletin No. 14 (July 13, 2001) at C.1.c.(1) and C.1.c.(2).

We pointed out in our no-action request (Exhibit B hereto) that the Fund was not brought into Greene's Proposal until after June 15, 2005, the deadline in Pall's 2004 proxy statement for the making of shareholder proposals. Greene's response (in the last paragraph on page 2 of the August 12 letter, Exhibit A hereto) is that David J. Greene and Company, LLC, and the Fund which it sponsored and manages, are not separate legal entities. We question the correctness, and the implications to investors in the Fund, of that surprising statement.

The purpose of Rule 14a-8(b) is plainly to provide a simple method by which eligibility to submit a shareholder proposal can be established without burdening the issuer and the Commission staff with the complex and tedious exercise of determining stock ownership and eligibility through analysis of brokerage statements, offering memoranda, and other documentary material of the kind submitted in large quantity by Greene. For whatever reason, Greene has elected not to comply with the clear requirements of the Rule, although the Rule was provided to Greene with our letter to Greene dated June 20, 2005 (Exhibit C hereto) and Greene's letters have been signed by its General Counsel.

We respectfully request that the staff complete its consideration of Pall's no-action request as soon as conveniently possible, bearing in mind that the proxy statement for the 2005 annual meeting at which Greene has asked that the Proposal be considered must be completed for mailing on October 14, 2005. If you have any questions regarding any aspect of this matter, please communicate with Heywood Shelley (telephone: 212-238-8709; e-mail: shelley@clm.com) or Stephen V. Burger (telephone: 212-238-8742; e-mail: burger@clm.com)).

Respectfully submitted,

CARTER LEDYARD & MILBURN LLP

By: /s/

Heywood Shelley, Counsel

and

/s/

Stephen V. Burger, Partner

HS:rk

Attachments

cc: Lee Unterman, Esq., David J. Greene and Company, LLC
Mary Ann Bartlett, Esq., Pall Corporation

August 12, 2005

Via Fed Ex - 8507 6418 0820

Securities and Exchange Commission
Division of Corporate Finance
Office of Chief Counsel
100 F Street N.E.
Washington, D.C. 20549

Re: Pall Corporation (SEC File no. 1-4311) Shareholder Proposal re annual election of directors

Dear Sirs:

Please accept this letter as the response of David J. Greene and Company, LLC ("DJG"), a registered investment adviser and registered broker dealer, and the DJG Small Cap Fund, a commingled account sponsored and managed by DJG (the "Small Cap Fund"), to the "no-action" request dated July 26, 2005 submitted by Carter Ledyard & Milbum LLP on behalf of the Pall Corporation ("Pall") (DJG and the Small Cap Fund are collectively referred to herein as "Greene").

Chronology of Events

As is evident from the no-action request submitted by Pall, this matter has its genesis in a June 7, 2005 letter from Greene to Pall containing a simple shareholder proposal submitted by Greene for inclusion in Pall's proxy statement calling for the annual election of directors (the "Proposal"). As is self-evident, Greene's June 7, 2005 correspondence contained the representations required by Rule 14a-8 to the effect that Greene has been a shareholder of Pall for more than one year, has continuously held over $2,000 worth of Pall stock since at least April 2004, and that Greene intended to maintain its ownership of the number of shares required by Rule 14a-8 through the date of Pall's next annual shareholders meeting. Since Pall's senior management was well familiar with Greene and its holdings in Pall, Greene's Form 13F for the quarter ending June 30, 2004, showing Greene holding in excess of $20 million worth of Pall stock, was included as evidence of ownership, along with a proffer to provide additional verification should Pall so request. A copy of Greene's letter to Pall's Corporate Secretary dated June 7, 2005, together with the Proposal is annexed hereto as Exhibit A (copies were also annexed as Exhibit A to Pall's no-action request).

Notwithstanding Pall's familiarity with Greene, its holdings in Pall and the fact that over the past year, principals of Greene have had an ongoing dialogue with various members of Pall's Board and/or senior management, by letter dated June 20, 2005, Pall took the disingenuous position that Greene had not provided satisfactory evidence that it was a "record" holder of Pall shares so as to be eligible to submit the Proposal. A copy of Pall's reply dated June 20, 2005 is attached hereto as Exhibit B (a copy was similarly attached as Exhibit B to Pall's no-action request).

By letter dated June 30, 2005, Greene responded to Pall, and provided additional evidence of ownership, including both Greene's Form 13F for the period ending March 30, 2005, and twelve (12) months of monthly brokerage statements showing the Pall holdings of the DJG Small Cap Fund for the period April 2004 through June 2005. A copy of Greene's reply dated June 30, 2005 is annexed hereto as Exhibit C (a copy was similarly attached as Exhibit C to Pall's no-action request).

Apparently still unwilling to allow its shareholders to vote on the question of the annual election of directors, Pall has now filed the instant no-action request seeking to exclude Greene's proposal from the proxy for Pall's November 2005 annual meeting.

Discussion

Ignoring for purposes of this filing whatever may be the true reason Pall does not want to have its directors held accountable on an annual basis to shareholders, Pall's resistance to Greene's proposal focuses on the alleged failure of Greene to prove that either DJG or the Small Cap Fund is an eligible shareholder proposal proponent. Pall's argument in this regard relies, in large measure, on Pall's contention, set forth in the first full paragraph on page 4 of its no-action request, that DJG and the Small Cap Fund are separate legal entities. In so contending, Pall argues that any statement made, or evidence provided, in Greene's June 30\th/ reply with respect to the Small Cap Fund's holdings of Pall could not relate back to Greene's June 7\th/ filing, and thus would be untimely, and conversely, that DJG cannot rely on the Small Cap Fund's brokerage statements as evidence of DJG's ownership of Pall shares.

Pall's argument in this regard is factually and legally wrong. In point of fact, DJG and the Small Cap Fund are not "separate legal entities" as Pall contends. As stated in Greene's June 30\th/ correspondence, the Small Cap Fund is a commingled account of which DJG is the sole Sponsor and fund manager. DJG, as manager of the Small Cap Fund, purchases and sells securities in street name through a brokerage account maintained at DJG.

No legal entity can hold, purchase or sell securities, for or on behalf of the Small Cap Fund other than DJG and the fund agreement specifically places all such authority with DJG. A copy of the Small Cap Fund Confidential Offering Memorandum dated June 7, 2004, including a copy of the DJG Small Cap Fund Agreement is annexed hereto as Exhibit D.

Contrary to the position taken by Pall, Greene's June 7\th/ and June 30\th/ letters each contain the required Rule 14a-8 representations by "the shareholder" that such shareholder has been a holder of over $2,000 worth of stock continuously for more than a year and that such shareholder intends to maintain the requisite ownership through Pall's next annual shareholders meeting. While Pall is correct that the monthly brokerage statements for the Small Cap Fund in and of themselves would not be enough to satisfy the Rule 14a-8 requirements, when coupled with the written representations set forth in the aforementioned letters, Greene has more than satisfied the statutory requirements for becoming a shareholder resolution proponent.

Conclusion

Greene recognizes the technical nature of the regulations governing shareholder proposals and the theories behind such requirements. The letters and documentary evidence submitted by Greene meet both the form and substance requirements of those regulations. There is no legitimate basis for Pall to avoid placing the simple issue of the annual election of directors before its shareholders. For all of the foregoing reasons, we respectfully urge the Commission to deny the relief sought by Pall and direct that the proposal submitted by Greene be placed before Pall's shareholders at the company's next annual meeting.

Very truly yours,

/s/

Lee Unterman
David J. Greene and Company, LLC
DJG Small Cap Fund

By: /s/

Lee Unterman

cc: Heywood Shelley (by Fed Ex w/enclosures)

September 20, 2005

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Pall Corporation Incoming letter dated July 26, 2005

The proposal relates to the annual election of directors.

There appears to be some basis for your view that Pall may exclude the proposal under rule 14a-8(b). The proponent appears to have failed to supply support sufficiently evidencing that it satisfied the minimum ownership requirement continuously for the one-year period as of the date it submitted the proposal as required by rule 14a-8(b). Accordingly, we will not recommend enforcement action to the Commission if Pall omits the proposal from its proxy materials in reliance on rule 14a-8(b).

Sincerely,

/s/

Mark F. Vilardo
Special Counsel