UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

~~Current~~ CURRENT ~~Report~~REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

~~PURSUANT~~ Date TOof ~~SECTION~~Report ~~13 OR 15~~(d)Date ~~OF THE~~of ~~SECURITIES~~earliest ~~AND~~event ~~EXCHANGE~~reported) May ~~ACT~~25, ~~OF 1934~~2005

~~Date~~CUNO ofINCORPORATED ~~Report~~ (~~date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~March 28,~~in ~~2005~~ its charter)

CUNO INCORPORATED

Delaware	00021109	061159240

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

400 Research Parkway Meriden, CT		06450

(Address of principal executive offices)		(Zip Code)

~~(Exact~~Registrant’s ~~name~~telephone ofnumber, ~~registrant~~including asarea ~~specified in its charter)~~code 203/237-5541

~~Delaware~~ (Former name or former address, if changed since last report.)

(State or other jurisdiction of incorporation)

000-21109		06-1159240
(Commission File Number)		(IRS Employer Identification No.)

400 Research Parkway Meriden, Connecticut		06450
(Address of principal executive offices)		(Zip Code)

(203) 237-5541 (Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

o Item 2.02 ~~Soliciting~~– ~~material~~Results ~~pursuant~~of toOperations ~~Rule 14a-12~~and ~~under~~Financial ~~the Exchange Act (17 CFR 240.14a-12)~~ Condition

o On ~~Pre-commencement~~May ~~communications~~25, ~~pursuant~~2005, toCUNO ~~Rule 14d-2~~Incorporated (bThe Company) ~~under~~issued a Press Release announcing the ~~Exchange~~financial ~~Act~~results ~~(17~~for ~~CFR~~the ~~240~~quarter ended April 30, 2005.~~14d-2(b))~~ Copy of the Press Release is attached to this current report on Form 8K as Exhibit 99.1 and is incorporated herein by reference.

o The ~~Pre-commencement~~information ~~communications~~in ~~pursuant~~this toForm ~~Rule 13e-4(c)~~8K, ~~under~~including the exhibit attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934, ~~240~~as amended, or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.~~13e-4(c))~~

~~Forward~~ Item ~~Looking~~9.01 ~~Information~~ – Financial Statements and Exhibits

~~The Securities and Exchange Commission encourages companies to disclose forward-looking~~ ~~information~~ (c) soExhibits that investors can better understand a company’s future prospects and make informed investment decisions. Also, we want to provide stockholders and investors with more meaningful and useful information and, therefore, this report may describe our beliefs regarding business conditions and the outlook for the Company, which reflects currently available information. These forward looking statements are subject to risks and uncertainties which, as described in the Company’s reports filed with the Securities and Exchange Commission, could cause the Company’s actual results or performance to differ materially from those expressed herein. The Company assumes no obligation to update the information contained in this report.

~~Information~~ 99.1 to– bePress ~~included~~Release indated ~~the~~May ~~Report~~ 25, 2005

~~Item 1.01 Entry into a Material Definitive Agreement~~Signature

~~10.34~~ Pursuant ~~Employment~~to ~~Agreement~~the ~~with~~requirements ~~Mark~~of Gthe Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ~~Kachur~~

~~10.35~~ Date May ~~Amendment~~25, ~~to Termination and Change in Control Agreement – Mark G. Kachur~~ 2005

~~Pursuant~~/s/ toWILLIAM ~~the~~DEFRANCES ~~requirements~~Vice ofPresident ~~the~~and ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ Controller

~~Date~~Exhibit ~~March 28~~# 99.1 Press Release dated May 25, 2005 ~~CUNO Incorporated~~

By /s/Mark G. Kachur Mark G. Kachur Chairman of the Board of Directors, President and Chief Executive Officer

By /s/ Frederick C. Flynn, Jr. Frederick C. Flynn, Jr. Senior Vice President – Finance and Administration, Chief Financial Officer, and Assistant Secretary

CUNO INCORPORATED EXHIBIT INDEX

Exhibit Number		Description
10.34		Employment Agreement with Mark G. Kachur
10.35		Amendment to Termination and Change in Control Agreement – Mark G. Kachur

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