8-K

                       
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)
January 22, 1996



                PENTAIR, INC.
(Exact name of Registrant as specified in its Charter)


MINNESOTA                    0-4689        41-0907434

(State or other         (Commission     (IRS Employer
Jurisdiction of        File Number)    Identification
Incorporation)                                Number)


                PENTAIR, INC.
     1500 County Road B2 West, Suite 400
          St. Paul, Minnesota  55113
   (Address of Principal Executive Offices)


612-636-7920
(Registrant's Telephone Number, Including Area Code)




                Not applicable
(Former name or former address, if changed since last
report)





Item 5.  Other Events.

    On January 22, 1996, Pentair, Inc. (the
Registrant) announced that its board of directors
approved a two-for-one common stock split in the form of
a 100 percent stock dividend.  The dividend is payable
February 16, 1996, to common shareholders of record at
the close of business on February 2, 1996.

Item 7.  Financial Statements and Exhibits.

The information supplied under this item is supplemented
by the following:

a. Not Applicable

b. Not Applicable

c.  Exhibits

(99)        Press Release, dated January 22, 1996,
            concerning the 100 percent common stock
            dividend.                               
                     

SIGNATURES

Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto
duly authorized.

PENTAIR, INC
By: David D. Harrison
Executive Vice President &
Chief Financial Officer

Dated: January 29, 1996

EX-99

EXHIBIT 99

NEWS RELEASE DATED JANUARY 22, 1996


PENTAIR BOARD APPROVES 25 PERCENT 
INCREASE IN QUARTERLY DIVIDENDS, 
TWO-FOR-ONE STOCK SPLIT


ST. PAUL, MINNESOTA -- January 22, 1996 -- Pentair,
Inc. (NASDAQ/NMS:PNTA) today announced its board 
of directors at a regularly scheduled meeting declared a 
25 percent increase in the regular quarterly cash dividend 
from $.20 per share to $.25 per share.  The board also 
approved a 100 percent stock dividend, splitting Pentair 
common stock on a two-for-one basis.  The quarterly 
cash dividend and the stock split are both payable 
February 16, 1996, to shareholders of record at the close
of business on February 2,1996.

The stock split will increase the number of Pentair 
common shares outstanding from approximately 
18.5 million to approximately 37 million.  The quarterly 
cash dividend payable February 16, 1996 is unaffected 
by the stock split; however, subsequent quarterly cash 
dividends will be adjusted to $.125 per share.

Pentair is a St. Paul, Minnesota-based company with
1994 continuing operations sales of $1.3 billion and
approximately 9,000 employees.  Pentair's nine businesses
 manufacture enclosures for electrical and electronic
equipment; woodworking equipment; power tools;
pumps; water conditioning control valves; sporting 
ammunition; automotive service equipment; and
industrial lubrication systems and material dispensing
equipment.  Pentair stock is quoted on the NASDAQ 
National System under the symbol: PNTA.