8-K

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, DC  20549


                            FORM 8-K


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934

Date of Report (date of earliest event reported)    December 14,1998


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


MINNESOTA                    001-11625                   41-0907434
(State of Incorporation      (Commission File            (I.R.S. Employer
 or Organization)             Number)                     Identification No.)


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


                         651.636.7920
      (Registrant's Telephone Number, Including Area Code)


Item 5.   Other Matters

On December 11, 1998, the Board of Directors of Pentair, Inc.
(the Registrant) authorized the repurchase on an annual basis up
to 400,000 shares of Pentair common stock.  Any purchases would
be made periodically in the open market, by block purchases or
private transactions.  The share repurchase is intended to offset
the dilution caused by stock issuances under employee stock
compensation plans.


Item 7.        Financial Statements and Exhibits.

a.   Not applicable
b.   Not applicable

c.   Exhibits

Exhibit 99.1   Press release dated December 14, 1998




                           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:  Richard W. Ingman
     Executive Vice President and
     Chief Financial Officer

Dated:    December 21, 1998

EX-99.1

EXHIBIT 99.1

PENTAIR, INC.
W A T E R S  E D G E  P L A Z A
1500 COUNTY ROAD B2 WEST
SAINT PAUL,  MN  55113-3105
612.636.7920


Date:          December 14, 1998

For release:   7:30 a.m., CST

Contact:  Evelyn Vida (651) 639-5229


  Pentair Authorizes Share Repurchase Plan

     ST. PAUL, Minn. -- Pentair, Inc. (NYSE:
PNR) today announced its board of directors
authorized the Company to repurchase on an
annual basis up to 400,000 shares of Pentair
common stock. Any purchases would be made
periodically in the open market by block
purchases or private transactions. The share
repurchase is intended to offset the dilution
caused by stock issuances under employee
stock compensation plans. As of September 30,
1998, Pentair had 38,402,505 shares of common
stock outstanding.
 With approximately 10,000 employees
worldwide, Pentair (http://www.pentair.com)
is a diversified manufacturing company
operating in three principal markets:
professional tools and equipment; water and
fluid technologies; and electrical and
electronic enclosures. Pentair brands
include Delta woodworking machinery;
Porter-Cable power tools; Myers, Fairbanks
Morse, Aurora, and Hydromatic pumps; Fleck
water conditioning control valves; Century,
Solar, and Lincoln service equipment;
Lincoln Industrial automated lubrication
systems; and Hoffman and Schroff
enclosures. Headquartered in St. Paul,
Minnesota, Pentair operates from 50
manufacturing and distribution locations in
North America, Europe, and Asia.