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): August 5, 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))

TABLE OF CONTENTS

Press Release

ITEM 8.01 Other Events.

On August 5, 2008, Pentair, Inc. (the “Company”) issued a press release announcing that its cash tender offer for all of its 7.85% Senior Notes due 2009 (the “Notes”) expired at 12:00 midnight, New York City time on August 4, 2008. The Company also announced that $116.1 million principal amount (of a total outstanding principal amount of $250 million) of Notes had been validly tendered in connection with the tender offer.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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 August 5, 2008 announcing results for its 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 August 11, 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 August 5, 2008

Exhibit
Number	Description
99.1	Press Release dated August 5, 2008 announcing results for its 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 FINAL RESULTS FOR ITS CASH TENDER OFFER FOR ALL
OF ITS 7.85% SENIOR NOTES DUE 2009

MINNEAPOLIS, Minn. — August 5, 2008 — Pentair, Inc. (NYSE:PNR) today announced that its cash tender offer for all of its 7.85% Senior Notes due 2009 (the “Notes”) expired at 12:00 midnight, New York City time on August 4, 2008. The tender offer was made pursuant to an Offer to Purchase and related Letter of Transmittal dated July 8, 2008 as amended by Pentair’s press release dated July 17, 2008.

Pentair also announced that $116.1 million principal amount (of a total outstanding principal amount of $250 million) of Notes had been validly tendered in connection with the tender offer. Holders who validly tendered their Notes in the tender offer will receive $1,040.48 per $1,000 principal amount of Notes, plus accrued interest, on the final settlement date, which is today, August 5, 2008.

Banc of America Securities LLC acted as dealer manager for the tender offer. Global Bondholder Services Corporation acted as information agent and depositary for the tender offer.

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; 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