S-8

	Registration No. 333-______
	

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	                                          

	FORM S-8
	REGISTRATION STATEMENT
	Under The Securities Act of 1933
	                                         

	PENTAIR, INC.
	(Exact name of registrant as specified in its charter)

  Minnesota                               		41-0907434
 (State or other jurisdiction of 
  incorporation or organization)	(I.R.S. Employer 	Identification No.)
1500 County B2 West, Suite 400
Saint Paul, Minnesota  55113-3105
(Address, including zip code, of principal executive offices)
	                                         

PENTAIR, INC. 
INTERNATIONAL STOCK PURCHASE AND BONUS PLAN
	(Full title of the plan)
	                                         

Richard W. Ingman
Pentair, Inc.
1500 County B2 West
Saint Paul, Minnesota  55113
	(651) 636-7920
	(Name, address and telephone number, including area code,
 of agent for service)
	                                         
Copy to:
James F. Pedersen, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota  55402
(612) 340-2600
	                                         

	CALCULATION OF REGISTRATION FEE
	
                            Proposed	    Proposed
Title of     	              maximum	     maximum
securities	    Amount to	   offering     aggregate	    Amount of
to be          be	          price per   	offering   	  registration
registered(1) 	Registered	  share(2)    	price(2)	     fee                   

	
Common Stock
($.16 2/3      250,000	     $33.40625	  	$8,351,562	   $2,464
	par value)

(1)	This Registration Statement also relates to the Rights to purchase 
shares of Common Stock of the Company which are attached to all shares 
of Common Stock outstanding as of, and issued subsequently to, July 31, 
1995 pursuant to the terms of the Rights Agreement, dated as of July 21, 
1995.  Until the occurrence of certain prescribed events, the Rights are 
not exercisable, are evidenced by the certificates of Common Stock and 
will be transferred with and only with such Common Stock.


(2) Estimated solely for the purpose of calculating the registration fee 
in accordance with Rule 457(h)(1) and (c), based upon the average of the 
high and low prices of the Common Stock as reported on the New York Stock
Exchange Composite Tape on August 27, 1998.





PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents which have been filed with the Securities and 
Exchange Commission (the "Commission") by Pentair, Inc. (the "Company") 
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), 
are incorporated herein by reference:

(a)	Annual Report on Form 10-K for the fiscal year ended December 31, 
1997.

(b)	Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

(c)	Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. 

(d)	Current Report on Form 8-K filed on January 13, 1998.

(e)	The description of the Company's Common Stock contained in Item 1 of 
the Registration Statement on Form 8-A dated January 29, 1996, and any 
amendment or report filed for the purpose of updating such description 
filed subsequent to the date of this Registration Statement on Form S-8 
and prior to the termination of the offering described herein.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 
15(d) of the Exchange Act subsequent to the date hereof and prior to the 
filing of a post-effective amendment which indicates that all securities 
offered hereby have been sold or which deregisters all securities remaining 
unsold shall be deemed to be incorporated by reference herein and to be a 
part hereof from the respective dates of filing of such documents.   
Any statement contained herein or in a document all or part of which is 
incorporated or deemed to be incorporated by reference herein shall be 
deemed to be modified or superseded for purposes of this Registration 
Statement to the extent that a statement contained herein or in 
any subsequently filed document which also is or is deemed 
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as 
so modified or superseded, to constitute a part of this Registration Statement.

Item 4.	Description of Securities.

The description of the Company's Common Stock to be offered pursuant to this 
Registration Statement has been incorporated by reference into this 
Registration Statement as described in Item 3 of this Part II.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 302A.521 of the Minnesota Business Corporation Act gives the Company 
the power to indemnify any director, officer, manager, employee or agent, 
who was or is a party to any threatened, pending or completed action, suit 
or proceeding, whether civil, criminal, administrative or investigative, 
by reason of such person's former or present official capacity, against 
certain liabilities and expenses incurred in connection with the 
action, suit or proceeding.

Article III, Section 13 of the Company's Second Amended and Superseding By-
Laws provides for indemnification of Company directors and officers to the 
extent legally permissible under Minnesota law.  To qualify for such 
indemnification, the person must not have been indemnified by another 
source and must have acted in good faith, received no improper personal 
benefit, had no reasonable cause to believe the conduct was unlawful 
(with respect to criminal proceedings), and reasonably believed that the 
conduct was in the best interests of the corporation.

The Company maintains a standard policy of officers' and directors' liability 
insurance.

Item 7.  Exemption from Registration Claimed.

No securities are to be reoffered or resold pursuant to this 
Registration Statement.

Item 8.  Exhibits.

4.1	Restated Articles of Incorporation as amended through April 19, 1995.  
(Incorporated by reference to the Company's 10-Q for the quarter ended 
June 30, 1995).

4.2	Second Amended and Superseding By-Laws as amended through July 30, 
1996.

4.3	Rights Agreement as of July 21, 1995 between Norwest Bank N.A. and 
Pentair, Inc. (Incorporated by reference to Exhibit 4.1 to the Company's 
Form 10-Q for the quarter ended June 30, 1995).

4.4	Pentair, Inc. International Stock Purchase and Bonus Plan.

5.1	Opinion and Consent of Dorsey & Whitney LLP.

23.1	Consent of Deloitte & Touche LLP.

23.2	Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

24.1	Power of Attorney.

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a 
post-effective amendment to this Registration Statement:

(i)  To include any prospectus required by Section 10(a)(3) of 
the Securities Act of 1933;

(ii)  To reflect in the prospectus any facts or events arising after 
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
Registration Statement.  Notwithstanding the foregoing, any increase or 
decrease in volume of securities offered (if the total dollar value of 
securities would not exceed that which was registered) and any deviation 
from the low or high end of the estimated maximum offering range may 
be reflected in the form of prospectus filed with the Securities and 
Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the 
changes in volume and price represent no more than a 20% change in the 
maximum aggregate offering price set forth in the "Calculation of 
Registration Fee" table in the effective Registration Statement; and

(iii)  To include any material information with respect to the 
plan of distribution not previously disclosed in the Registration Statement 
or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above will not 
apply if the Registration Statement is on Form S-3, Form S-8, or Form F-3, 
and the information required to be included in a post-effective amendment 
by those paragraphs is contained in periodic reports filed with or furnished 
by the registrant pursuant to Section 13 or Section 15(d) of the Securities 
Exchange Act of 1934 that are incorporated by reference in the Registration 
Statement.

(2)  That, for the purpose of determining any liability under the Securities 
Act of 1933, each such post-effective amendment shall be deemed to be a new 
Registration Statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment 
any of the securities being registered which remain unsold at the termination 
of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing 
of the registrant's annual report pursuant to Section 13(a) or Section 15(d) 
of the Securities Exchange Act of 1934 that is incorporated by reference 
in the Registration Statement shall be deemed to be a new registration 
statement relating to the securities offered therein, and the offering 
of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons 
of the registrant pursuant to the foregoing provisions, or otherwise, 
the registrant has been advised that in the opinion of the Securities 
and Exchange Commission such indemnification is against public policy 
as expressed in the Securities Act and is, therefor, unenforceable.  
In the event that a claim for indemnification against such liabilities 
(other than the payment by the registrant of expenses incurred or paid by a 
director, officer or other controlling person of the registrant 
in the successful defense of any action, suit or proceeding) is asserted 
by such director, officer or controlling person in connection with the 
securities being registered, the registrant will, unless in the opinion of 
its counsel the matter has been settled by controlling precedent, 
submit to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the 
Securities Act and will be governed by the final adjudication of such issue.




	SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Saint Paul, State of Minnesota, 
on the 28th day of August, 1998.

PENTAIR, INC.

By  /s/Richard W. Ingman     	      
Richard W. Ingman
Executive Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed on the 28th day of August, 1998, by the following 
persons in the capacities indicated.

	Signature	                     Title	
/s/ Winslow H. Buxton          	Chairman, President, Chief 
                                Executive Officer and Director
	Winslow H. Buxton 	            (principal executive officer)

/s/ Richard W. Ingman          	Executive Vice President and 
                                Chief Financial Officer (principal	
Richard W. Ingman	              financial and accounting officer)
	
    *                                       	Director
George N. Butzow   

    *                                       	Director	
William J. Cadogan

    *                                       	Director	
Barbara B. Grogan

    *                                       	Director	
Charles A. Haggerty

    *                                       	Director	
Harold V. Haverty 

    *                                       	Director	
Quentin J. Hietpas


    *                                       	Director	
Richard M. Schulze

    *                                       	Director	
Karen E. Welke

*By    /s/ Richard W. Ingman                      
           Richard W. Ingman	
           Attorney-in-Fact



	EXHIBIT INDEX



Exhibit

4.1		Restated Articles of Incorporation as amended through April 19, 1995.  
(Incorporated by reference to Exhibit 3.1 to the Company's 10-Q for the 
quarter ended June 30, 1995).

4.2		Second Amended and Superseding By-Laws as amended through July 30, 
1996.

4.3		Rights Agreement as of July 21, 1995 between Norwest Bank N.A. and 
Pentair, Inc.  (Incorporated by reference to Exhibit 4.1 to the Company's 
Form 10-Q for the quarter ended June 30, 1995).

4.4		Pentair, Inc. International Stock Purchase and Bonus Plan.

5.1		Opinion and Consent of Dorsey & Whitney LLP.

23.1		Consent of Deloitte & Touche LLP.

23.2 	Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

24.1		Power of Attorney.


	

EX-23.1

EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of Pentair, Inc. on Form S-8 of our report dated February 
9, 1998, appearing in the Annual Report on Form 10-K of Pentair, Inc.,
for the year ended December 31, 1997.



DELOITTE & TOUCHE,LLP
Minneapolis, Minnesota
August 28, 1998

EX-24.1

EXHIBIT 24.1

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that each director of 
Pentair, Inc., a Minnesota corporation, whose 
signature appears below hereby constitutes and 
appoints Winslow H. Buxton, Richard W. Ingman, Roy T. 
Rueb and Louis L. Ainsworth, and each of them, his/her 
attorneys-in-fact, with full power of substitution, 
for the purpose of signing on his/her behalf as a 
director of Pentair, Inc. the Registration Statement 
on Form S-8 or other applicable forms relating to the 
issuance of 250,000 shares of common stock of Pentair, 
Inc. under the Pentair, Inc. International Stock 
Purchase and Bonus Plan, and all amendments (including 
post-effective amendments) thereto, to be filed with 
the Securities and Exchange Commission within the next 
sixty days, and to file the same, with all exhibits 
thereto and other supporting documents, with the 
Commission, granting unto such attorneys-in-fact, and 
each of them, full power and authority to do and 
perform any and all acts necessary or incidental to 
the performance and execution of the powers herein 
expressly granted.

IN WITNESS WHEREOF, the undersigned has executed this 
Power of Attorney as of the 26th day of August, 1998.


/s/ Winslow H.  Buxton	Chairman, President and Chief 
Executive Officer and 				
	Director


/s/ Richard W. Ingman	Executive Vice President and 
Chief Financial Officer


/s/ George N. Butzow		Director


/s/ William J. Cadogan		Director


/s/ Barbara B. Grogan		Director


/s/ Charles A. Haggerty		Director


/s/ Harold V. Haverty		Director


/s/ Quentin J. Hietpas		Director


/s/ Richard M. Schulze		Director


/s/ Karen E. Welke		Director

EX-4.2

EXHIBIT 4.2


	SECOND AMENDED AND SUPERSEDING
	BY-LAWS
	OF
	PENTAIR, INC.
	ADOPTED ON JANUARY 15, 1982
	
	As Amended Through July 30, 1996
	All Such Amendments Are Specifically Identified
	
	
	ARTICLE I
	Shareholders' Meetings


Section 1.	Place of Meeting.  The meetings of the 
shareholders shall be held at the principal place of 
business of the Corporation or at any other place 
designated by the Board of Directors or consented to 
in writing by all of the shareholders entitled to 
vote thereat.

Section 2.	Annual Meeting.  Each year, commencing in 
1982, the annual meeting of shareholders shall be 
held on such date after March 1 and prior to June 1 
and at such place as the Board of Directors shall 
select by appropriate resolution.  This meeting shall 
be the only regular meeting of the shareholders in 
any one calendar year.

Section 3.	Special Meetings.  (Amended on July 21, 
1995.)  Special meetings of the shareholders may be 
called for any purpose or purposes at any time by:
(a)	the Chief Executive Officer;
(b)	the Chief Financial Officer;
(c)	two or more members of the Board of Directors;
(d)	the Chairman of the Board; or
(e)	a shareholder or shareholders holding ten 
percent (10%) or more of the voting power of all 
shares entitled to vote except that a special meeting 
for the purpose of considering any action to directly 
or indirectly facilitate or effect a business 
combination, including any action to change or 
otherwise effect the composition of the Board of 
Directors for that purpose, must be called by twenty 
five percent (25%) or more of the voting power of all 
shares entitled to vote.  Any shareholder or 
shareholders demanding a special meeting of 
shareholders in accordance with the foregoing may 
demand a special meeting only by written notice of 
demand given to the Chief Executive Officer or Chief 
Financial Officer, which written notice shall set 
forth the specific purposes of the meeting.	

Section 4.	Notice of Meeting.   Written notice 
stating the place, day and hour of the meeting, and 
in the case of a special meeting, the purpose or 
purposes for which the meeting is called, shall be 
mailed or personally delivered not less than ten days 
nor more than sixty days prior to the date of the 
meeting, by the Secretary, to each shareholder of 
record entitled to vote at such meeting.  Waiver by a 
shareholder of notice of a shareholders' meeting, 
signed by him, whether before or after the time of 
such meeting, or attendance at such meeting, shall be 
equivalent to the giving of such notice.  In case of 
adjournment of a meeting from time to time, no 
further notice of the adjourned meeting shall be 
necessary if an announcement is made at the meeting 
where the adjournment is had, specifying the place, 
day and hour of the adjourned meeting.

Section 5.	Voting Rights.  (Amended on April 21, 
1987.)  Every holder of record, as provided below, of 
common stock or preferred stock having voting rights 
shall be entitled to vote, in person or by proxy 
executed in writing and delivered to the Secretary at 
or before the meeting, and he shall be entitled to 
such vote for each share of stock standing in his 
name as shall be fixed by the Articles of 
Incorporation or by resolution of the Board of 
Directors; provided that no revocable proxy shall be 
voted if executed more than three years prior to the 
date of a meeting.  Except as may otherwise be 
provided by the Board of Directors from time to time, 
only voting shareholders of record at the close of 
business on a day ten days prior to the date of a 
meeting shall be entitled to vote at such meeting.

Section 6.	Quorum; Action by Shareholders.
(a)	The presence, in person or by proxy, of the 
holders of a majority of the shares entitled to vote 
at the meeting shall constitute a quorum for the 
transaction of business.  In the absence of a quorum 
any meeting may be adjourned from time to time.  The 
shareholders present at a duly called or held meeting 
may continue to do business until adjournment, 
notwithstanding the withdrawal of enough shareholders 
to leave less than a quorum.
(b)	The shareholders shall take action by the 
affirmative vote of the holders of a majority of the 
voting power of the shares present at a meeting, 
except where the articles of incorporation or statute 
shall otherwise provide.
	
	ARTICLE II
	Directors

Section 1.	Number of Directors; Classification.  
(Amended on April 23, 1991.)  The business of the 
Corporation shall be managed by a Board of not less 
than three (3) nor more than fifteen (15) directors, 
who need not be shareholders of the Corporation; and 
the decisions of the Board shall be by a majority of 
the members present.
The Board of Directors has been divided into three 
classes, as nearly equal in number as may be, with 
the terms of office for each class staggered so that 
the term for only one class expires each year.  When 
the number of directors is changed, any newly created 
directorships or decrease in directorships shall be 
apportioned among the classes so as to make all 
classes as nearly equal in number as possible.  Such 
classification of any newly created directorship 
shall be fixed by the Board.

Section 2.	Tenure.  At each annual meeting the 
shareholders shall elect directors to fill the 
vacancies of such directors whose terms have expired.  
Each newly elected director shall hold office for a 
term expiring at the third succeeding annual meeting 
or until his successor is elected and qualifies.

Section 3.	Vacancies.  (Amendment approved by Board 
on July 20, 1990 and Ratified by Shareholders on 
April 23, 1991.)  Any vacancy occurring in the Board 
of Directors may be filled by the affirmative vote of 
a majority of the remaining directors or by election 
at a meeting of shareholders.  Any director who is 
elected to fill a vacancy by the remaining directors 
shall be required to stand for election at the next 
regular or special meeting of the shareholders, 
regardless of whether the class of directors into 
which such director has been placed will otherwise be 
elected at such meeting.

Section 4.	Meetings of the Board; Notice.  (Amended 
on October 18, 1985.)  The Board of Directors shall 
meet each year immediately after the annual meeting 
of shareholders, at the same place.  No notice of any 
kind to either old or new members shall be necessary 
for such annual meeting or for any regular meeting of 
the directors fixed from time to time by resolution 
of a majority of the Board of Directors.  Other 
meetings of the Board of Directors may be held upon 
three (3) days' written notice upon the call of the 
Chairman, the Chief Executive Officer, President  or 
any directors.  Notice may be waived in writing 
before or after the time of such meeting, and 
attendance of a director at a meeting shall 
constitute a waiver of notice thereof.  Neither the 
business to be transacted at, nor the purpose of, any 
meeting need be specified in the notice of such 
meeting.

Section 5.	Quorum.  A majority of the directors 
shall constitute a quorum for the transaction of 
business; provided, however, that if any vacancies 
exist for any reason, the remaining directors shall 
constitute a quorum for the filling of such 
vacancies.

Section 6.	Removal of Directors.  (Amended on April 
22, 1986.)

(a)	A director may be removed by the Board at any 
time, but only with good cause shown therefor, if  
(1) the director was appointed by the board to fill a 
vacancy and shareholders have not since such 
appointment elected directors in such director's 
class; and (2) a majority of the other directors 
present affirmatively vote to remove the director.
(b)	Any one or all of the directors may be removed 
with good cause shown therefor, at any meeting of the 
shareholders called for that purpose, by the 
affirmative vote of 60% of the voting power of the 
shares entitled to vote provided that removal is not 
opposed by more than 25% of the voting power of the 
shares entitled to vote.
(c)	"Good cause" for the purpose of this section 
shall mean (i) conviction of a crime involving moral 
turpitude, (ii) dishonesty in dealings with the 
Corporation or with respect to its assets or (iii) 
engaging in competition, directly or indirectly,  
with the Corporation, usurping any corporate 
opportunity or advantage or knowingly violating 
Section 302A.255 of Minnesota Statutes, as amended, 
with respect to director conflicts of interest, 
without the prior consent of the Board of Directors 
after complete disclosure of all material facts with 
respect thereto.
(d)	This section 6 may be amended or repealed at 
any annual or special meeting of the shareholders by 
the affirmative vote of the holders of 60% of the 
voting power of all shareholders entitled to vote, 
provided such amendment or repeal shall not receive 
the negative vote of the holders of more than 25% of 
the voting power of all shareholders entitled to 
vote.

Section 7.	Committee of Disinterested Persons.

(a)	The board may establish a committee composed of 
two or more disinterested directors or other 
disinterested persons to determine whether it is in 
the best interests of the Corporation to pursue a 
particular legal right or remedy of the Corporation 
and whether to cause the dismissal or discontinuance 
of a particular proceeding that seeks to assert a 
right or remedy on behalf of the Corporation.
(b)	For purposes of this Section 7, a director or 
other person is "disinterested" if the director is 
not the owner of more than one percent of the 
outstanding shares of, or a present or former 
officer, employee, or agent of, the Corporation or of 
a related corporation and has not been made or 
threatened to be made a party to the proceeding in 
question.
 	(c)	The committee, once established, is not 
subject to direction, control, or termination by the 
Board.  A vacancy on the committee may be filled by a 
majority vote of the remaining members.  The good 
faith determinations of the committee are binding 
upon the Corporation and its directors, officers and 
shareholders.  The committee's existence shall 
terminate upon issuance of the final written report 
of its determinations.
(d)	A disinterested person appointed to a committee 
so established is deemed to be a director for the 
period of existence of the committee but has no power 
to act as a director except in conjunction with the 
activities of the committee.


Section 8.	Executive Committee.  (Adopted on July 
30, 1996.)  The Board of Directors may by resolution 
or resolutions, passed by a majority of the total 
number of directors, designate an Executive Committee 
of three or more directors, one of whom shall be the 
Chief Executive Officer of the company and at least 
one of whom shall be independent of management.  In 
the event of an emergency, if one or more of the 
members is absent, any of the remaining independent 
directors shall be an alternative member for each 
member so absent, chosen by the length of service on 
the Pentair Board.  The Board shall designate one 
member of this Committee as Chairman.  The Executive 
Committee shall not have authority to alter or amend 
the By-Laws.  It shall exercise all other powers of 
the Board of Directors between the meetings of the 
Board, except the power to fill vacancies in the 
Board and in its own membership.  The Board of 
Directors shall have the power at any time to change 
the membership of or to dissolve the Executive 
Committee.  The Committee shall take no action except 
by unanimous approval of all its members.  The 
Committee shall meet at the request of the Chairman 
or any member with proper notice.  In an emergency, 
any member of the Board of Directors or any officer 
of the corporation may call a meeting of the 
Executive Committee.  Such meeting may be conducted 
in person or by telephonic or other means authorized 
by statute.  Regular minutes will be kept of 
Executive Committee proceedings and shall be reported 
at the next following meeting of the Board of 
Directors; such report shall become a part of the 
record to which such report is presented.

Section 9.	Nominations.  (Adopted on October 18, 
1985.)  No candidate may be nominated for election as 
a director at the annual meeting of shareholders, and 
no votes cast in his or her name for election shall 
be counted, unless the nomination of such person has 
been previously submitted to the Board of Directors 
or its nominating committee in accordance with the 
provisions of this Article II.  If such nomination 
has been duly submitted, the nominee may be nominated 
for election at any meeting held within twelve months 
thereafter, notwithstanding the fact that such 
nominee is not listed as an alternate candidate in 
the proxy furnished by management.

Section 10.	Designation of Nominees.  (Adopted on 
October 18, 1985 and Amended on March 6, 1990.)  The 
Board of Directors, or a nominating committee duly 
appointed by the Board and composed of directors not 
candidates for election at the annual meeting, shall 
have the sole authority to designate candidates to be 
nominated by management for election as directors of 
the Corporation by the shareholders.
Any holder of voting shares of the Corporation may 
submit the nomination of a candidate or candidates 
for election as director at the next meeting of 
shareholders at which an election is to be held.

Section 11.	Information Required.  (Adopted on 
October 18, 1985 and Amended on March 6, 1990.)  Each 
nomination for the office of director must be 
submitted to the Secretary of the Corporation no 
later than sixty (60) days following the end of the 
Corporation's fiscal year.  Nominations shall only be 
deemed to have been submitted on the date on which 
all of the following has been received by the 
Corporation:
(a)	all information about the nominee which may be 
required to be provided with any proxy or information 
statement pursuant to the Securities Exchange Act of 
1934, as amended, and rules promulgated thereunder;

(b)	a completed copy of the questionnaire required 
by the Corporation for all director nominees, 
executed by the nominee;

(c)	a statement signed by the nominee consenting to 
his nomination and agreeing, if elected, to serve as 
a director of the Corporation; and

(d)	if submitted by a shareholder, appropriate 
evidence that the person submitting the nomination is 
a shareholder of the Corporation.

Copies of all appropriate forms for nomination 
required hereunder shall be made available by the 
Secretary of the Corporation upon request of, and 
without charge to, any shareholder.

Section 12.	Alternate Nominees.  (Adopted on October 
18, 1985.)  The Board of Directors, or its duly 
appointed nominating committee, may designate one or 
more nominees submitted by shareholders in accordance 
with Section 11 hereof, to appear as alternate 
candidates on any proxy solicited by, or in any proxy 
or information statement furnished by, management in 
connection with such annual meeting.  The number of 
alternate candidates for election shall not exceed 
the number of directors to be elected  at the annual 
meeting for which nominations are made.  The Board of 
Directors, or its duly appointed nominating 
committee, may use any means it deems reasonably 
appropriate to determine which shareholder nominees, 
if any, may be listed as alternate candidates on 
management's proxy and in any proxy or information 
statement supplied by the Corporation in connection 
with such annual meeting of shareholders.

	ARTICLE III
	Officers

Section 1.	Number of Officers.  (Amended on April 
21, 1987.)  The officers of the Corporation shall 
consist of a Chairman of the Board, Chief Executive 
Officer, President, Chief Financial Officer, 
Secretary, Treasurer, and such other officers and 
assistant officers and agents as may be chosen by the 
Board of Directors from time to time.  Any two 
offices may be held by one person.

Section 2.	Election; Vacancies; Tenure.  Officers 
shall be chosen at the annual meeting of the Board of 
Directors, to hold office until the next annual 
meeting or until their successors are chosen and 
qualified.  Any officer may be removed with or 
without cause by the affirmative vote of a majority 
of the Board of Directors.  Any vacancy shall be 
filled by the affirmative vote of a majority of the 
directors, and an officer so chosen shall hold office 
until his successor is chosen and qualified.  In the 
absence of an election or appointment of a Chief 
Executive Officer or Chief Financial Officer by the 
board, the person or  persons exercising the 
principal functions of those offices are respectively 
deemed to have been elected to those offices.

Section 3.	Chairman of the Board.  The Chairman of 
the Board of Directors shall preside at all meetings 
of shareholders and directors and shall perform such 
other duties as may be prescribed from time to time 
by these By-Laws or by the Board of Directors.

Section 4.	Chief Executive Officer.  The Chief 
Executive Officer shall:
(a)	Have general active management of the business 
of the Corporation;

(b)	When present, and in absence of the Chairman, 
preside at all meetings of the board and of the 
shareholders;

(c)	See that all orders and resolutions of the 
board are carried into effect;

(d)	Perform such duties as shall be delegated by 
the board; and

(e)	Render to the Board, whenever requested, an 
account of all transactions by the Chief Executive 
Officer.

Section 5.	President.  The President shall:
(a)	Perform such duties as shall be delegated by 
the Board or by the Chief Executive Officer; and

(b)	Render to the Chief Executive Officer or the 
Board, whenever requested, an account of all 
transactions by the President.

Section 6.	Chief Financial Officer.  The Chief 
Financial Officer shall:
(a)	Keep accurate financial records for the 
Corporation;

(b)	Deposit all money, drafts, and checks in the 
name of and to the credit of the Corporation in the 
banks and depositories designated by the Board;
 
(c)	Endorse for deposit all notes, checks, and 
drafts received by the Corporation as ordered by the 
Board, making proper vouchers therefor;

(d)	Disburse corporate funds and issue checks and 
drafts in the name of the Corporation, as ordered by 
the Board;

(e)	Render to the Chief Executive Officer or the 
Board, whenever requested, an account of all 
transactions by the Chief Financial Officer and of 
the financial condition of the Corporation; and

(f)	Perform such duties as shall be delegated by 
the Board or by the Chief Executive Officer.

Section 7.	Treasurer.  The Treasurer shall:
(a)	Perform such duties as shall be delegated by 
the Board, the Chief Executive Officer or the Chief 
Financial Officer; and

(b)	Render to the Chief Financial Officer, the 
Chief Executive Officer or the Board, whenever 
requested, an account of all transactions by the 
Treasurer.

Section 8.	Vice President.  Each Vice President 
shall perform such duties as may be prescribed from 
time-to-time by these By-Laws, the Board of Directors 
or the Chief Executive Officer.

Section 9.	Secretary.  The Secretary shall give 
proper notice of meetings of shareholders and Board 
of Directors and other notices required by law or by 
these By-Laws.  He shall attend all meetings of the 
shareholders and Board of Directors and shall 
maintain records of, and, whenever necessary, certify 
all proceedings of the Board and the shareholders.  
He shall also perform all duties as these By-Laws, 
the Board of Directors, or the Chief Executive 
Officer may from time to time prescribe.

Section 10.	Salaries.  The salaries of all officers 
shall be fixed by the Board of Directors and the fact 
that any officer is a director shall not preclude him 
from receiving a salary or from voting upon the 
resolution providing same.

Section 11.	Contracts.  (Amended on July 18, 1986.) 
Except as otherwise provided by the Board of 
Directors from time-to-time, all formal contracts of 
this Corporation shall be executed on its behalf by 
the Chief Executive Officer, the President, or the 
Chief Financial Officer.

Section 12.	Expenses and Unreasonable Compensation.  
In the event any expenses authorized to be reimbursed 
to an officer of this Corporation shall be disallowed 
as a deduction to this Corporation, such expenses 
shall be deemed to be additional compensation to such 
officers for the period in which received; provided, 
further, that if in the event the treatment of such 
expenses as additional compensation, or any other 
payments of salaries, bonuses, medical reimbursements 
or other benefits paid to an officer of the 
Corporation shall be deemed unreasonable compensation 
and disallowed as a deduction to this Corporation, 
then such officer shall be obligated to immediately 
repay to the Corporation the full amount of any such 
disallowance and the Board of Directors shall take 
whatever action as, in the opinion of counsel to the 
Corporation, may be deemed necessary to collect such 
disallowance.

Section 13.	Indemnity.  Each present or future 
director or officer, whether or not then in office, 
and the executors, administrators, or other legal 
representative of any such director or  officer, 
shall be fully indemnified by the Corporation, in the 
manner and to the extent allowed by Minnesota 
Statutes 302A.521, or any amendment thereto.

	ARTICLE IV
	Capital Stock

Section 1.	Issuance of Shares.  The capital stock, 
including both authorized but previously unissued 
shares, may be issued for such consideration, not 
less than the par value thereof in the case of shares 
having par value, as shall be fixed from time to time 
by the Board of Directors.

Section 2.	Transfer of Shares.  (Adopted on January 
19, 1993.)  The shares of the Corporation shall be 
transferable on the books of the Corporation:  (a) in 
the case of those shares represented by certificates, 
only upon surrender of each certificate representing 
the same or with separate written assignment 
accompanying the certificates, or (b) in the case of 
shares without certificates, by delivery of written 
assignment in respect of the shares being 
transferred.  In either case, such certificate or 
written assignment shall be properly endorsed by the 
registered holder or by his duly authorized attorney, 
and any written assignment shall be in form and 
substance satisfactory to the Corporation.  Within a 
reasonable time after the issue or transfer of shares 
without certificates, the Corporation shall send the 
shareholder a written statement of any information 
required by Section 302A.417, Subd. 7 of the 
Minnesota Business  Corporation Act and by Section 
336.8-408 of the Minnesota Uniform Commercial Code, 
as each may be amended from time to time.

Section 3.	Certificates of Stock.  (Adopted on 
January 19, 1993.)  Each holder of the shares of the 
Corporation shall be entitled to a certificate signed 
by the Chairman, Chief Executive Officer or President 
and by the Chief Financial Officer, Treasurer or 
Secretary of the Corporation and sealed with the seal 
of the Corporation, if any, or a facsimile thereof.  
The certificates shall be in such form as shall be 
approved by the Board of Directors.  However, unless 
the Board of Directors shall provide otherwise, and 
except for shares which are subject to any 
restriction as to transfer, all of the shares of any 
or all of the Corporation's classes or series may be 
issued without certificates.  Shares represented by 
certificates shall not be re-issued without 
certificates except upon the request of the 
shareholder and until the certificate is surrendered 
to the Corporation.  A holder of such uncertificated 
shares may request that a certificate be provided to 
such holder by giving notice to the Secretary of the 
Corporation.
For the purposes of Section 3(d) of Article VIII of 
the Articles of Incorporation relating to redemption 
of the Corporation's shares, the term "certificates" 
shall mean certificates or, in the case of shares 
without certificates, written assignment.

Section 4.	Transfer Agent and Registrar.  (Adopted 
on January 19, 1993.)  The Board of Directors may 
appoint a transfer agent and registrar and may 
require that any stock certificates  issued bear the 
countersignature of said transfer agent and 
registrar.
The Board of Directors shall have authority to make 
and alter such rules and regulations as they may deem 
expedient concerning issue, transfer and registration 
of shares of the stock of the Corporation and rights 
or options relating thereto.

Section 5.	Record Date.  The Board of Directors may 
fix a time, not exceeding sixty  (60) days preceding 
the date of any meeting of shareholders, as the 
record date for determination of shareholders 
entitled to notice of and to vote at such meeting and 
not exceeding forty (40) days preceding the date 
fixed for payment of any dividends, delivery of any 
rights, or other distribution allowed by law.

Section 6.	Lost Certificates.  Any person claiming a 
certificate of stock to be lost, stolen, or destroyed 
shall furnish an affidavit of such fact and shall 
furnish an appropriate bond of indemnity in form, 
substance, amount and with surety satisfactory to 
legal counsel for the Corporation, in which bond the 
Corporation and the Transfer Agent and Registrar 
shall be named as obligees.

Section 7.	Definitions.   (Adopted on October 18, 
1985.)  The following definitions shall apply herein:
(a)	"Acquiring person" means a person, corporation 
or other entity proposing to make a control share 
acquisition, but does not include a licensed 
broker/dealer or underwriter who (i) purchases shares 
of the Corporation solely for purposes of resale to 
the public, and (ii) is not acting in concert with an 
acquiring person.

(b)	"Beneficial owner" includes, but is not limited 
to, any person who directly or indirectly through any  
contract, arrangement, understanding, relationship, 
or otherwise has or shares the power to vote or 
direct the voting of any shares of the Corporation 
and the power to dispose of, or direct the 
disposition of, such shares.  "Beneficial ownership" 
includes, but is not limited to, the right, 
exercisable within 60 days, to acquire securities 
through the exercise of options, warrants, or rights 
or the conversion of convertible securities, or 
otherwise.  The shares subject to these options, 
warrants, rights, or conversion privileges held by a 
person shall be deemed to be outstanding for the 
purpose of computing the percentage of outstanding 
securities of the class owned by this person, but 
shall not be deemed to be outstanding for the purpose 
of computing the percentage of the class owned by any 
other person.  A person is the beneficial owner of 
securities beneficially owned by any relative or 
spouse or relative of the spouse residing in the home 
of this person, any trust or estate in which this 
person owns ten percent or more of the total 
beneficial interest or serves as trustee or executor, 
any corporation or entity in which this person owns 
ten percent or more of the equity, and any affiliate 
or associate of this person.

(c)	"Control share acquisition" means an 
acquisition of shares of the Corporation resulting in 
beneficial ownership by an acquiring person of a new 
range of voting power specified in Section 8(d), but 
does not include any of the following:

(1)	an acquisition before, or pursuant to an 
agreement entered into before, the date of adoption 
of this section of Article IV of the By-Laws;


(2)	an acquisition by a donee pursuant to an inter 
vivos gift not made to avoid the provisions of 
Sections 7 through 14 of Article IV or by a 
distributee as defined in Minn. Stat. Section 524.2-
201, clause (10);

(3)	an acquisition pursuant to a security agreement 
not created to avoid the provisions of Sections 7 
through 14 of Article IV;

(4)	an acquisition of shares of the Corporation 
pursuant to a merger or exchange of shares, if the 
Corporation is a party to the transaction; or

 		(5)	an acquisition of shares from the 
Corporation.

Section 8.	Information Statement.  (Adopted on 
October 18, 1985.) An acquiring person shall deliver 
to the Corporation at its principal executive office 
an information statement containing all of the 
following:
(a)	The identity of the acquiring person;

(b)	a reference that the statement is made under 
this section of the By-Laws;

(c)	the number of shares of the Corporation 
beneficially owned by the acquiring person;

(d)	a specification of which of the following 
ranges of voting power in the election of directors 
would result from consummation of the control share 
acquisition:

(1)	at least 20 percent but less than 33-1/3 
percent;

(2)	at least 33-1/3 percent but not more than 50 
percent; and

(3)	over 50 percent.

(e)	the terms of the proposed control share 
acquisition, including, but not limited to, the 
source of funds or other consideration and the 
material terms of the financial arrangements for the 
control share acquisition, plans or proposals of the 
acquiring person to liquidate the Corporation, to 
sell all or substantially all of its assets, or merge 
it or exchange its shares with any other person, to 
change the location of its principal executive office 
or of a material portion of its business activities, 
to change materially its management or policies of 
employment, to alter materially its relationship with 
suppliers or customers or the communities in which it 
operates, or make any other material change in its 
business, corporate structure, management or 
personnel, and such other objective facts as would be 
substantially likely to affect the decision of a 
shareholder with respect to voting on the proposed 
control share acquisition.

Section 9.	Special Meeting.  (Adopted on October 18, 
1985.)  Within 5 days after receipt of an information 
statement pursuant to Section 8, the Corporation 
shall call a special meeting of the shareholders to 
vote on the proposed control share acquisition.  The 
meeting shall be held no later than 55 days after 
receipt by the Corporation of the information 
statement, unless the acquiring person agrees to a 
later date, and no sooner than 30 days after receipt 
of the information statement, if the acquiring person 
so requests in writing when delivering the 
information statement.  The notice of the meeting 
shall be, at a minimum, accompanied by a copy of the 
information statement and a statement disclosing that 
the Board of Directors of the Corporation (i) 
recommends acceptance of, (ii) expresses no opinion 
and is remaining neutral toward, (iii) recommends 
rejection of, or (iv) is unable to take a position 
with respect to, the proposed control share 
acquisition.  The notice of meeting shall be given 
within 20 days after receipt of the information 
statement.

Section 10.	Consummation of Acquisition.  (Adopted on 
October 18, 1985.)  The acquiring person may 
consummate the proposed control share acquisition if 
and only if both of the following occur:
(a)	the proposed control share acquisition is 
approved by the affirmative vote of the holders of a 
majority of the voting power of all shares entitled 
to vote under applicable Minnesota law; and

(b)	the proposed control share acquisition is 
consummated within 180 days after shareholder 
approval.

Section 11.	Failure to Comply.  (Adopted on October 
18, 1985.)  All shares of the Corporation acquired by 
an acquiring person in violation of Section 10 shall 
be:  (a) denied voting rights for one year after 
acquisition; (b) nontransferable on the books of the 
Corporation for one year after acquisition; and (c) 
subject to the Corporation's option, during such one-
year period, to call the shares for redemption at the 
price at which the shares were acquired.  Such 
redemption shall occur on the date set in the call 
notice, which shall not be later than 60 days after 
the call notice is given.

Section 12.	Proxy Solicitation.  (Adopted on October 
18, 1985.)  Notwithstanding any contrary provision of 
these By-Laws, a proxy relating to a meeting of 
shareholders required under Section 9 of this Article 
IV must be solicited separately from the offer to 
purchase or solicitation of an offer to sell shares 
of the Corporation.  Except for irrevocable proxies 
appointed in the regular course of business and not 
in connection with a control share acquisition, all 
proxies appointed for or in connection with the 
shareholder authorization of a control share 
acquisition pursuant Sections 7 through 14 of Article 
IV shall be at all times terminable at will prior to 
the obtaining of the shareholder authorization, 
whether or not the proxy is coupled with an interest.  
Without affecting any vote previously taken, the 
proxy may be terminated in any manner permitted by 
Minnesota statutes or by giving oral notice of the 
termination in the open meeting of shareholders held 
pursuant to Section 9 hereof.  The  presence at a 
meeting of the person appointing a proxy does not 
revoke the appointment.

Section 13.	Amendments or Repeal.  (Adopted on 
October 18, 1985.)  Notwithstanding any contrary 
provision of these By-Laws, the provisions of 
Sections 7 through 14 of this Article may be amended 
or repealed by the shareholders only by the 
affirmative vote of the holders of 85% of each class 
of shares of the Corporation entitled to exercise the 
voting power of the Corporation; provided, however, 
that if no person holds more than twenty percent 
(20%) of the Voting Shares and there is no control 
share acquisition of which the Board of Directors has 
credible notice, the necessary vote for amendment or 
repeal may be reduced by the Board of Directors to 
not less than a majority of the outstanding shares in 
each class; and provided further that no amendment or 
repeal of Sections 7 through 14 of this Article 
adopted after the notice to shareholders referred to 
in Section 9 herein is given shall affect the rights 
of any shareholder under said Sections 7 through 14.

Section 14.	Dissenting Shareholders.  (Adopted on 
October 18, 1985.)  Shareholders dissenting from a 
control share acquisition for which approval of 
shareholders is sought shall have the right to obtain 
fair value of their shares, pursuant to the 
provisions of Minnesota Statutes 302A.473 (1985), as 
amended.

	ARTICLE V
	Miscellaneous

Section 1.	Seal.  The corporate seal, if any, shall 
be circular in form and have inscribed thereon the 
name of the Corporation, the State in which it is 
incorporated and the words "corporate seal."

Section 2.	Fiscal Year.  The fiscal year of the 
Corporation shall be fixed by the Board of Directors.


	ARTICLE VI
	Amendments

These By-Laws may be altered, amended or repealed by 
the Board of Directors, subject to the power of the 
shareholders, by the affirmative vote of a majority 
of the shareholders entitled to vote, at any meeting, 
to change or repeal such By-Laws; provided that 
notice of such proposed amendment shall have been 
given in the notice of such meeting.  The Board of 
Directors shall not make or alter any By-Law fixing 
their number, qualifications, classifications or 
terms of office.

EX-4.4

EXHIBIT 4.4



	PENTAIR, INC.

	INTERNATIONAL STOCK PURCHASE AND BONUS PLAN

	Effective August 31, 1998


PENTAIR, INC., a Minnesota corporation (the 
"Company") hereby adopts this International Stock 
Purchase and Bonus Plan effective as of August 31, 
1998 on the following terms and conditions.

1. Purpose

The Company hereby establishes the Pentair 
International Stock Purchase and Bonus Plan in order 
to afford the employees of the Company's 
international branches and subsidiaries a convenient 
and cost-effective means for the regular and 
systematic purchase of the Company's Common Stock on 
terms substantially comparable to those available to 
the Company's U.S. employees.  The purpose of the 
Plan is to assist the Company and its international 
subsidiaries in attracting and retaining personnel of 
outstanding abilities and to motivate employees to 
dedicate their maximum productive effort on behalf of 
the Company and its international branches and 
subsidiaries and to encourage long-term ownership of 
the Common Stock of the Company by such employees.  
The Plan is intended to be exempt from the provisions 
of the Employment Retirement Income Security Act of 
1974, as amended.

2. Definitions

For purposes of this Plan, where used with an initial 
capital letter, the following words, terms and 
phrases shall have the meanings set forth below:

(a)	"Account" shall mean the account maintained by 
the Trustee for each Participant to hold shares of 
Common Stock purchased in accordance with the Plan, 
together with any other funds belonging to the 
Participant from time to time.

(b)	"Alternate Currency" shall mean any currency 
other than United States dollars.

(c)	"Board" or "Board of Directors" shall mean the 
Board of Directors of the Company.

(d)	"Broker" shall mean the entity selected by the 
Trustee from time to time pursuant to Section 7(b) 
below to act as the broker for the Plan.

(e)	"Committee" shall mean the International Stock 
Plan Committee appointed by the Board of Directors.

(1) "Common Stock" shall mean the common stock of the 
Company, par value U.S.$ 0.16 2/3 per share.

(f)	"Distribution Date" shall mean the last 
business day in the jurisdiction of the Trustee of 
each calendar quarter.

(g)	"Eligible Employee" shall mean each Regular 
Employee of each Participating International 
Affiliate who is at least eighteen (18) years of age 
and has completed at least one (1) year of continuous 
employment with the relevant Participating 
International Affiliate.

(h)	"International Stock Plan Committee" shall mean 
that committee of employees of the Company or its 
affiliates appointed from time to time by the Board 
of Directors to administer the Plan.

(i)	"Participant" shall mean an Eligible Employee 
who is enrolled in the Plan pursuant to Section 4 
below.

(i)	"Participating International Affiliate" shall 
mean any branch office of the Company, and any 
corporation or other form of business or association 
owned or controlled, directly or indirectly, by the 
Company, whose Regular Employees are, by action of 
the Board, permitted to participate in the Plan and 
which entity is identified on Schedule 1 hereto.

(j)	"Plan" shall mean this Pentair International 
Stock Purchase and Bonus Plan, as the same may be 
amended from time to time.

(k)	"Regular Employee" shall mean each employee of 
a Participating International Affiliate who works or 
is scheduled to work a minimum of fifteen (15) hours 
per week.

(l)	"Trust" shall mean the trust established by the 
Declaration of Trust dated August 31, 1998 for the 
purpose of holding Common Stock purchased by the 
Trustee for the benefit of participants in accordance 
with this Plan.

(m)	"Trustee" shall mean the corporation which from 
time to time is the duly appointed and acting trustee 
of the Trust.

3. Administration

(a)	The Plan shall be administered by the 
International Stock Plan Committee.  The Committee 
shall have full power and authority to interpret and 
construe any provision of the Plan, to adopt rules 
and regulations not inconsistent with the Plan for 
carrying out the purposes of the Plan with respect to 
matters not specifically covered herein and to amend 
and revoke any rules or regulations so adopted.  
Except as otherwise provided herein or to the extent 
required by law, any interpretation of the Plan and 
any decision on any matter within the discretion of 
the Committee which is made by the Committee in good 
faith is binding on all persons.

(b)	The Committee shall, to the extent necessary or 
desirable, establish any special rules for Eligible 
Employees, former employees, or Participants located 
in a particular country.  Such rules shall be set 
forth in Appendices to this Plan, which shall be 
deemed incorporated into the Plan.

4. Participation  

Each Eligible Employee may participate in the Plan at 
any time by delivering to the Participating 
International Affiliate by which he or she is 
employed:

(a)	such forms as are required by the Trustee or 
the Committee for purposes of establishing an Account 
for the Participant and for the purchase by the 
Trustee of Common Stock for the account of the 
Participant; and

(b)	a completed and duly signed form authorizing 
the relevant Participating International Affiliate to 
make compensation deductions for the Participant for 
purposes of enabling the Participant to make 
contributions to the Plan as contemplated herein.

Participation in the Plan by Eligible Employees is 
entirely voluntary.  Participation in the Plan begins 
as soon as practicable after the required forms are 
received and processed by the Participating 
International Affiliate and the Trustee and continues 
until the Participant ceases to be an Eligible 
Employee, the Trustee terminates the participation of 
the Participant pursuant to Section 9 below or until 
written termination by the Participant of his or her 
participation in the Plan is received and processed 
by the relevant Participating International Affiliate 
and the Trustee.

5. Participant Contributions

Participants may make contributions for the purchase 
of Common Stock under the Plan in accordance with the 
following:

(a)	Participants may authorize the relevant 
Participating International Affiliate to make 
periodic payroll deductions from the Participant's 
compensation for the purpose of purchasing Common 
Stock. The deductions shall be forwarded by the 
relevant Participating International Affiliate to the 
Trustee on behalf of the Participant.  Such 
deductions must be the equivalent in the relevant 
Alternate Currency of at least the minimum and not to 
exceed the maximum amounts set forth on Schedule 2 
attached hereto for each Participating Affiliate, 
which minimum and maximum amounts shall be reviewed 
and adjusted annually by the Committee.  Payroll 
deductions will be automatically terminated when the 
above maximum amount is reached.  A payroll deduction 
may be decreased or increased (subject to the above 
limitations) once each calendar [quarter] by the 
Participant completing and returning the appropriate 
payroll deduction form to the relevant Participating 
International Affiliate.  A payroll deduction may be 
terminated at any time by the Participant giving 
written notice to the relevant Participating 
International Affiliate.  A Participant who 
terminates his or her payroll deduction may not re-
enroll in the Plan until the next calendar year, 
unless the termination of participation resulted from 
the Participant's termination of employment and he or 
she is subsequently reemployed by any Participating 
International Affiliate, in which case the 
Participant may re-enroll in the Plan in the 
following calendar quarter in accordance with the 
procedures set forth in Section 4 above.

(b)	Participants may also make additional, lump-sum 
contributions in amounts not to exceed the equivalent 
in the Alternate Currency of US $3,000 per calendar 
quarter.  Such lump-sum contributions shall be made 
to the relevant Participating International Affiliate 
which shall forward the contribution to the Trustee 
on behalf of the Participant, and such contributions 
shall not be subject to the bonus provisions 
described in Section 6 below.

(c)	The Trustee shall or shall cause the Broker to 
convert all funds received from Participants into 
United States dollars in accordance with procedures 
established by the Committee.  Upon conversion into 
U.S. dollars, each contribution by way of payroll 
deduction or lump-sum contribution under Sections 
5(a) and 5(b) above shall remain subject to the U.S. 
dollar limits set forth in such Sections, and the 
Committee may establish reasonable procedures 
concerning such limits as necessary to accommodate 
the conversion of funds from an Alternate Currency to 
U.S. dollars.

6. Bonus Contributions

(a)	Each month, the Participating International 
Affiliate which employs the Participant will forward 
to the Trustee for the account of each Participant a 
bonus equal to 25% of the amount contributed by each 
such Participant in the form of payroll deductions 
pursuant to Section 5(a) above, subject to the 
limitations set forth in such Section 5(a). 
Notwithstanding the above, if a Participant sells 
shares of Common Stock acquired under this Plan 
within the first year after their purchase, the 
relevant Participating International Affiliate may 
terminate the payment of any further bonus 
contributions under this Section 6(a) for such 
Participant. 

(b)	The Participant is responsible for the payment 
of all income taxes, employment, social insurance, 
welfare and other taxes under applicable law relating 
to the bonus contributions made by the relevant 
Participating International Affiliate, the purchase 
and sale of Common Stock pursuant to this Plan and 
the distribution of Common Stock or cash to the 
Participant in accordance with this Plan.   The 
Participating International Affiliate is authorized 
to make appropriate withholding deductions from each 
Participant's compensation, which shall be in 
addition to any payroll deductions made pursuant to 
Section 5 above, and to pay such amounts to the 
appropriate tax authorities in the relevant country 
or countries in order to satisfy any of the above tax 
liabilities of the Participant under applicable law.  
All such payments of applicable withholding tax in 
any relevant jurisdiction shall be the obligation of 
the relevant Participating International Affiliate, 
and the Trustee shall have no obligation to make any 
payments to the appropriate tax authorities in 
respect of the tax liabilities of the Participants.

7. Purchases, Sales and Withdrawals

(a)	All funds deducted from the Participant's 
compensation by the  relevant Participating 
International Affiliate, the bonus contributions made 
by the relevant Participating International Affiliate 
and any lump sum contributions made by such 
Participant shall be forwarded to the Trustee, 
together with a list of Participants and the amounts 
allocable to their respective Accounts.  No interest 
shall be paid on such funds by the Company, the 
Participating International Subsidiaries or the 
Trustee.

(b)	Upon receipt of funds from the Participating 
International Affiliates, the Trustee shall transfer 
such funds to the Broker selected by the Trustee and 
shall direct the Broker to, as promptly as 
practicable, purchase on the New York Stock Exchange, 
as agent for the Participants, as many whole shares 
of Common Stock as the aggregate of such funds will 
permit, subject to applicable regulations.  The 
Trustee shall cause the Broker to purchase such 
shares at the best prices obtainable at the time of 
purchase.  The relevant Participating International 
Affiliate shall pay commissions on the purchases of 
such Common Stock and such other charges for the 
Trustee's and Broker's services as may be agreed from 
time to time, but excluding commissions and other, 
related charges payable on the sale of shares of 
Common Stock.

(c)	The Trustee or its agent shall maintain 
individual Accounts for each Participant.  Shares 
shall be allocated by the Trustee or its agent at the 
average cost to each Participant's Account in 
proportion to the amount received by the Trustee or 
its agent for the account of each Participant.  
Allocations shall be made in full shares and in 
fractional interests in shares to four decimal 
places.  

(d)	At the time of purchase of Common Stock under 
the Plan, each Participant for whom funds were 
received shall immediately acquire full ownership of 
all Common Stock and of any fractional interest in 
Common Stock purchased for his or her Account.  The 
Broker shall hold all shares purchased in street name 
for and on behalf of the Trustee until:

(i)	the Participant requests that a certificate for 
some or all of the shares in his or her Account be 
issued in his or her name,

(ii)	the Participant requests the Trustee to sell 
some or all of the shares in his or her Account, or

(iii)the Participant's Account is terminated.

(e)	A  Participant may request the Trustee to (i) 
deliver certificates for all or some of the shares 
held in the Participant's Account or (ii) sell some 
or all of the shares held in the Participant's 
Account as of any Distribution Date.  Selling 
commissions, the costs of converting U.S. dollars 
into the relevant Alternate Currency after such sale 
and other service charges of the Trustee and the 
Broker shall be borne by the Participant.  Requests 
for a distribution of share certificates or the sale 
of shares must be submitted to the Trustee no later 
than the fifteenth (15th) day of the month in which 
the calendar quarter ends.  Upon receipt of requests 
for distributions or sales as provided in this 
subsection, the Trustee shall aggregate the same and 
instruct the Broker to sell the shares on the date 
determined by the Broker in its discretion, but in no 
event later than the Distribution Date.  The Trustee 
shall convert the proceeds of such sale to the 
Alternate Currency specified by the Participant 
pursuant to rules established by the Committee.  Such 
proceeds, minus any costs charged to the Participant 
for commissions, currency conversion and other, 
related charges, shall be paid to the relevant 
Participating International Affiliate on or about the 
Distribution Date.  The relevant Participating 
International Affiliate will distribute such proceeds 
to the Participant as soon as administratively 
feasible after receiving such proceeds.  Any gains or 
losses attributable to the conversion of United 
States dollars to the Alternate Currency in which the 
distribution is made will serve to increase or 
decrease, as the case may be, the amount of the 
distribution to which the Participant is entitled.

8. Accounts and Reports

Each Participant shall receive a quarterly statement 
of activity from the Trustee or its agent which shall 
include the following information:


(a)	 the amount contributed for the period by the 
Participant and the relevant Participating 
International Affiliate pursuant to the Plan;

(b)	the number of shares purchased for the 
Participant's Account during the period;

(c)	the total number of shares held in the 
Participant's Account; and

(d)	such other information as the Committee shall 
specify from time to time.

9. Termination of Participation

A Participant may voluntarily terminate participation 
in the Plan at any time by giving written notice to 
the Trustee and the Participating International 
Affiliate by which he or she is employed.  In 
addition, the Trustee may terminate a Participant's 
Account and dispose of the shares therein pursuant to 
Section 10 below if the Participant dies or 
terminates employment for any reason with the 
relevant Participating International Affiliate.  A 
Participant whose participation in the Plan 
terminates may not reenter the Plan during the same 
calendar year, unless the termination of 
participation resulted from the Participant's 
termination of employment and he or she is 
subsequently reemployed by any Participating 
International Affiliate.

10. Disposition of Account Upon Termination of 
Participation

A Participant's written notice of termination of 
participation shall include instructions to the 
relevant Participating  International Affiliate as to 
the disposition of the shares in his or her Account.  
If a Participant elects cash, the Trustee shall 
direct the Broker to sell the shares allocated to the 
Participant's Account at the then current market 
price, and the Trustee shall deliver the proceeds, 
less any brokerage commissions, currency conversion 
costs and other, related charges, to the 
Participating International Affiliate which employs 
the Participant, which Participating International 
Affiliate will in turn forward such proceeds to the 
Participant.  If the terminating Participant elects 
to receive stock certificates or makes no election, 
the Trustee shall deliver to the relevant 
Participating International Affiliate for forwarding 
to the Participant the number of full shares in his 
or her Account plus cash for any fractional shares.  
In the event of the death of a Participant, all 
elections shall be made by, and all distributions 
made to, the designated beneficiary of the 
Participant or the legal representative of the 
Participant's estate, as more specifically provided 
in Section 13(b) below.

11. Voting and Other Rights

As soon as administratively practicable after the 
Trustee receives notice of a meeting of the 
shareholders of the Company, the Trustee, or its 
agent, shall deliver to each Participant by mail or 
otherwise, all notices of meetings, proxy statements 
and other materials distributed by the Company to its 
shareholders.  At the meeting, or any adjournment 
thereof, the Trustee will vote shares of Company 
Stock credited to such Accounts as of the record date 
for such vote in accordance with the instructions 
received by the Trustee from Participants in time to 
be processed.  The combined fractional shares of 
Participants will be voted to the extent possible to 
reflect the instructions of the Participants.  The 
Trustee will not vote any shares of Company Stock 
held in Accounts for which it has not received 
instructions from Participants in time to be 
processed.

12. Dividends and Other Proceeds

Cash dividends received in respect of Common Stock 
held in the Accounts of Participants shall be 
credited by the Trustee to such accounts.  All such 
cash shall be reinvested in shares of Common Stock as 
promptly as practicable following receipt thereof.  
The relevant Participating International Affiliate 
shall pay all regular commissions in connection with 
the purchase of shares constituting such reinvestment 
of cash dividends.  Stock dividends or stock splits 
in respect of Common Stock held in the Accounts of 
Participants shall be credited to such Accounts 
without charge.  The Trustee shall direct the Broker 
to sell all other securities and rights to subscribe 
for shares received in respect of Common Stock, if 
any, held in the Accounts of Participants and the 
proceeds therefrom shall be treated in the same 
manner as cash dividends.  All cash dividends payable 
on Common Stock held by the Trustee for the Accounts 
of Participants shall be paid net of applicable 
United States withholding taxes on such dividends 
which shall be withheld by the Company and paid to 
the appropriate United States tax authorities.  The 
Trustee or its agent shall annually notify each 
Participant as part of its periodic reporting 
obligations of the amount of such withholding 
applicable to each Participant's Account in order to 
enable such Participant to apply for any applicable 
tax credit in each such Participant's country.

13. Transfer of Rights

(1) Notwithstanding Section 7(d) above, no shares of 
Common Stock held in a Participant's Account or any 
Participant's interest in this Plan shall be 
transferable by a Participant, subject to the 
Participant's right to sell such shares, receive 
stock certificates or terminate his or her 
participation in this Plan as elsewhere provided 
herein, and no assets in any Account or any other 
benefit under this Plan may in any manner be 
mortgaged, alienated, sold, transferred, assigned, 
pledged, encumbered or charged, and any attempt to do 
so is void.  No such assets in an Account or any such 
benefit shall be subject to the debts, contracts, 
liabilities, engagements or torts of the person 
entitled to such assets or benefits.

(2) Unless otherwise required by local law or the 
Committee, a Participant under this Plan may, by 
signing a form furnished by the Committee, designate 
any legal or natural person or persons (who may be 
designated contingently or successively) who shall be 
entitled to exercise the Participant's rights 
hereunder or to which the Participant's benefits are 
to be paid if the Participant dies before receiving 
all benefits payable under this Plan.  A beneficiary 
designation form will be effective only when the 
signed form is filed with the Committee while the 
Participant is alive and will cancel all beneficiary 
designation forms signed earlier.  If a Participant 
has not designated a beneficiary, the Participant's 
assets in his or her Account shall be disposed of and 
distributed by the Trustee to the Participating 
International Affiliate which employed the 
Participant, and the Participating International 
Affiliate shall forward such assets to the legal 
representative of the Participant's estate in 
accordance with applicable law.

14. Amendment and Termination

(a)	The Company hereby reserves the right to amend 
the Plan, at any time, by action of the Board of 
Directors (or, if it will not materially increase the 
cost of the Plan, by the unanimous action of the 
Committee); provided, that no amendment to the Plan 
which would have the effect of materially increasing 
the cost of administering the Trust or the 
obligations of the Trustee in connection with such 
administration shall be adopted by the Company 
without the prior written consent of the Trustee, 
which consent will not be unreasonably withheld.

(b)	The Board of Directors or its designee may at 
any time terminate this Plan as to any individual 
Participating International Affiliate.   All shares 
of Common Stock and cash, if any, in Participants' 
Accounts shall, pursuant to rules adopted by the 
Committee, be distributed as soon as administratively 
feasible after such termination.

(c)	The funds from time to time held by the Trust 
hereunder shall at all times be a trust fund separate 
and apart from the assets of the Company and the 
Participating International Subsidiaries, and no part 
thereof shall be or become available to the Company, 
the Participating International Subsidiaries or to 
creditors of the Company or the Participating 
International Subsidiaries under any circumstances.

15. Employment Relationship

(a)	Nothing in this Plan shall confer on any 
Participant any express or implied right to 
employment or continued employment by the Company or 
any Participating International Affiliate, whether 
for the duration of the Plan or otherwise.

(b)	This Plan shall not form part of any contract 
of employment between the Company or any of the 
Participating International Subsidiaries nor shall 
this Plan amend, abrogate or affect any existing 
employment contract between the Company or any of the 
Participating International Subsidiaries and their 
respective employees.  Nothing in this Plan shall 
confer on any person any legal or equitable right 
against the Company or any of its affiliates, 
directly or indirectly, or give rise to any cause of 
action at law or in equity against the Company or any 
of its affiliates.

(c)	Neither the Common Stock purchased hereunder 
nor any bonus contributions made hereunder nor other 
benefits conferred hereby shall form any part of the 
wages or salary of any Eligible Employees for 
purposes of severance pay or termination indemnities, 
irrespective of the reason for termination of 
employment.  Under no circumstances shall any person 
ceasing to be an employee of the Company or any of 
its affiliates be entitled to any compensation for 
any loss of any right or benefit under this Plan 
which such employee might otherwise have enjoyed but 
for ceasing to be an employee, whether such 
compensation is claimed by way of damages for 
wrongful or unfair dismissal, breach of contract or 
otherwise.

16. Acceptance of Terms

By participating in the Plan, each Participant shall 
be deemed to have accepted all the conditions of the 
Plan and the terms and conditions of any rules and 
regulations adopted by the Committee or the Trustee 
or its agents and shall be fully bound thereby.


Dated: 	August 31, 1998



PENTAIR, INC.
                             

Chief Executive Officer

				                              
Secretary

EX-5.1

	
Exhibit 5.1

	[Dorsey & Whitney LLP Letterhead]






Pentair, Inc.
1500 County B2 West, Suite 400
Saint Paul, Minnesota  55113-3105

Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Pentair, Inc., a Minnesota corporation (the 
"Company"), in connection with a registration statement on Form S-8 relating 
to the sale by the Company from time to time of up to 250,000 shares 
(the "Shares") of common stock, par value $.162/3 per share, of the Company.  
The shares will be issuable under the Pentair, Inc. International 
Stock Purchase and Bonus Plan (the "Plan").

We have examined such documents and have reviewed such questions 
of law as we have considered necessary and appropriate for the purposes 
of our opinions set forth below.  

In rendering our opinions set forth below, we have assumed the 
authenticity of all documents submitted to us as originals, the genuineness 
of all signatures and the conformity to authentic originals of all 
documents submitted to us as copies.  We have also assumed the 
legal capacity for all purposes relevant hereto of all 
natural persons and, with respect to all parties to agreements or 
instruments relevant hereto other than the Company, that such parties had
the requisite power and authority (corporate or otherwise) to execute, 
deliver and perform such agreements or instruments, that such agreements or 
instruments have been duly authorized by all requisite action 
(corporate or otherwise), executed and delivered by such parties and that 
such agreements or instruments are the valid, binding and enforceable 
obligations of such parties.  As to questions of fact material to our opinions, 
we have relied upon certificates of officers of the Company and of public 
officials. 

Based on the foregoing, we are of the opinion that the Shares have been 
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, and any relevant agreements thereunder, will 
be validly issued, fully paid and nonassessable.

Our opinions expressed above are limited to the laws of the State of 
Minnesota.

We hereby consent to the filing of this opinion as an exhibit to the 
registration statement on Form S-8 of the Company relating to the Shares.
	

Dated: August 28, 1998	                Very truly yours,


TSH			                                 /s/ Dorsey & WhitneyLLP