SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20259

                          FORM 8-A

For Registration of Certain Classes of Securities Pursuant to
Section 12(b) or 12(g) of the Securities Exchange Act of 1934


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

         MINNESOTA                          41-0907434
(State of Incorporation                 (IRS Employer
  or Organization)                      Identification No.)


1500 County Road B2 West, St. Paul, Minnesota      55113-3105
(Address of Principal Executive Offices)           (Zip Code)


If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1) please
check the following box. [    ]

If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2) please check the following
box.   [     ]

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class              Name of Each Exchange on Which
to be so Registered                Each Class is to be Registered

Common Stock, $.16 2/3            New York Stock Exchange
  par value per share

Securities to be registered pursuant to Section 12(g) of the Act:

None



Item 1.  Description of Securities to be Registered.

      Common Stock, $.16 2/3 Par Value

The capital stock of Pentair, Inc. (the "Company" or "Registrant") to be
registered on the New York Stock Exchange, Inc. (the "Exchange"), is
the Registrant's Common Stock with a par value of $.16 2/3 per
share.  Holders of Common Stock are entitled to one vote per share at
all meetings of stockholders.  Dividends that may be declared on the
Common Stock will be paid in an equal amount to the holder of each
share.  No pre-emptive rights are conferred upon the holders of such
stock and there are no liquidation or conversion rights; there are no
redemption of sinking fund provisions and there is no liability to further
call or to assessments by the Registrant.  No holder of common
shares shall be entitled to any cumulative voting rights. There is
currently a public market for the Common Stock, which has been
traded in the over-the-counter market on the NASDAQ National
Market System.

The Amended and Restated Articles of Incorporation and the Bylaws
of the Company, and Chapter 302A of the Minnesota Business
Corporation Act, as well as Chapter 80B of Minnesota Statutes,
contain certain provisions that may make the acquisition of control of
the Company by means of a tender offer, open market purchase,
proxy fight or otherwise more difficult.  These provisions are designed
to encourage persons seeking to acquire control of the Company to
negotiate with the Company's Board of Directors.  The Company's
Articles of Incorporation and Bylaws provide:  (1) that the Board of
Directors is divided into three classes of Directors serving staggered
three-year terms; (2) that the Directors have the exclusive power to fill
vacant directorships; (3) that Directors may be removed only for cause
and by the affirmative vote of 60 percent or more of the shares entitled
to vote; (4) that special meetings can only be called by two or more
members of the Board of Directors, the Chairman of the Board of
Directors, the Chief Executive Officer or the Chief Financial Officer; (5)
that nominations to the Board of Directors be made only by written
notice; and (6) that under certain circumstances involving an
acquisition by a third party of a substantial interest (20 percent or more
of shares) in the Corporation, other shareholders have the right to
require the Corporation to purchase their stock at specific price levels;
(7) that any amendment to the Corporation's Articles of Incorporation
must be made by the affirmative vote of the holders of 60 percent of
the voting power of the Corporation and cannot receive a negative
vote of more than 25 percent of the voting power of the Corporation;
(8) that an agreement for merger or consolidation may be authorized
by two-thirds of the voting power of the Corporation unless the Board
of Directors reduces the vote necessary to approve said merger or
consolidation to not less than a majority of the voting power of the
Corporation.

Item 2.        Exhibits.

1.  All exhibits required by Instruction II to Item 2 will be supplied to the
New York Stock Exchange.



SIGNATURES

Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.

PENTAIR, INC.

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

Dated: January 29, 1996