8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 17, 2008

Commission file number 000-04689

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 number)
5500 Wayzata Blvd, Suite 800, Golden Valley, Minnesota	55416
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (763) 545-1730

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 240.13e-4(c))

ITEM 8.01 Other Events.

On July 17, 2008, Pentair, Inc. (the “Company”) issued a press release announcing it was increasing the total consideration offered to holders of its outstanding $250 million aggregate principal 7.85% Senior Notes due 2009 (the “Notes”) and making certain other amendments to its previously announced Tender Offer.

ITEM 9.01 Financial Statements and Exhibits

(a)	Financial Statements of Businesses Acquired Not applicable.
(b)	Pro Forma Financial Information Not applicable.
(c)	Shell Company Transactions Not applicable.
(d)	Exhibits The following exhibit is provided as part of the information filed under Item 8.01 of this Current Report on Form 8-K:

Exhibit	Description
99.1	Press Release dated July 17, 2008 announcing amendments to the cash tender offer for all of its outstanding 7.85% Senior Notes due 2009.

SIGNATURE

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, thereunto duly authorized, on July 21, 2008.

PENTAIR, INC. Registrant
By	/s/ John L. Stauch
	John L. Stauch
	Executive Vice President and Chief Financial Officer

PENTAIR, INC.

Exhibit Index to Current Report on Form 8-K
Dated July 17, 2008

Exhibit
Number	Description
99.1	Press Release dated July 17, 2008 announcing amendments to the cash tender offer for all of its outstanding 7.85% Senior Notes due 2009.

EX-99.1

EXHIBIT 99.1

Pentair, Inc.
5500 Wayzata Blvd., Suite 800
Golden Valley, MN 55416
763 545 1730 Tel
763 656 5204 Fax

News Release

PENTAIR ANNOUNCES INCREASE IN PRICE AND CERTAIN OTHER AMENDMENTS
TO ITS PREVIOUSLY ANNOUNCED CASH TENDER OFFER FOR
ALL OF ITS 7.85% SENIOR NOTES DUE 2009

MINNEAPOLIS, Minn. — July 17, 2008 — Pentair, Inc. (NYSE:PNR) today announced that it was increasing the total consideration offered to holders of its 7.85% Senior Notes due 2009 (the “Notes”) and making certain other amendments to its previously announced Tender Offer. Capitalized terms used but not defined in this release shall have the meanings given to them in the Pentair Offer to Purchase dated July 8, 2008.

Pursuant to the terms of the Tender Offer as amended, the following changes have been made:

i)	The Fixed Spread used to calculate the Total Consideration has been changed from 265 basis points to 175 basis points.
ii)	Holders who tender their Notes at any time up to 12:00 Midnight, New York City time on August 4, 2008 will be eligible to receive the total consideration (which includes the Early Tender Premium of $30).
iii)	The Minimum Tender Condition has been waived.

The Tender Offer is being made pursuant to an Offer to Purchase and related Letter of Transmittal as amended by the press release. Except as otherwise set forth in this press release, all of the terms and conditions of the Tender Offer (including the Expiration Date and date by which holders may validly withdraw their Notes) remain the same. If you have already tendered your Notes, no further action is required to receive the benefit of these amendments.

Questions concerning the terms of the tender offer may be directed to the dealer manager, Banc of America Securities LLC at (888) 292-0070 (U.S. Toll-Free) or (704) 683-3215 (Collect). Copies of the Offer to Purchase may be obtained by calling the information agent, Global Bondholder Services Corporation at (866) 952-2200 (Toll Free) or at (212) 430-3774 (banks and brokerage firms).

Caution concerning forward-looking statements

Any statements made about the company’s anticipated financial results are forward-looking statements subject to risks and uncertainties such as continued economic growth, including: the strength of housing and related markets; the ability to integrate acquisitions successfully and the risk that expected synergies may not be fully realized or may take longer to realize than expected; the ability to successfully limit any judgment arising out of the Horizon litigation; foreign currency effects; retail and industrial demand; product introductions; and pricing and other competitive pressures, as well as other risk factors set forth in our SEC filings. Forward-looking statements included herein are made as of the date hereof, and the company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances. Actual results could differ materially from anticipated results.

About Pentair, Inc.

Pentair (www.pentair.com) is a diversified operating company headquartered in Minnesota. Its Water Group is a global leader in providing innovative products and systems used worldwide in the movement, treatment, storage and enjoyment of water. Pentair’s Technical Products Group is a leader in the global enclosures and thermal management markets, designing and manufacturing thermal management products and standard, modified, and custom enclosures that house and protect sensitive electronics and electrical components. With 2007 revenues of $3.30 billion, Pentair employs approximately 16,000 people worldwide.

Pentair Contacts
Investor Relations: Todd Gleason	Communications: Rachael Jarosh
Telephone: (763) 656-5570	Telephone: (763) 656-5280
E-mail: todd.gleason@pentair.com	E-mail: rachael.jarosh@pentair.com