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): December 19, 2005

Commission file number 1-11625

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 Regulation FD Disclosure

On December 19, 2005, Pentair, Inc. issued a press release reaffirming fourth quarter 2005 EPS guidance of between $0.40 and $0.42 per share, and announcing the early adoption of SFAS 123R for Share-Based Payment.

The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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 exhibits are provided as part of the information furnished under Item 7.01 of this Current Report on Form 8-K:

Exhibit	Description
99.1	Pentair, Inc. press release dated December 19, 2005 reaffirming fourth quarter 2005 EPS guidance of between $0.40 and $0.42 per share, and announcing the early adoption of SFAS 123R for Share-Based Payment.

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 December 21, 2005.

PENTAIR, INC. Registrant
By	/s/ David D. Harrison
	David D. Harrison
	Executive Vice President and Chief Financial Officer (Chief Accounting Officer)

PENTAIR, INC.

Exhibit Index to Current Report on Form 8-K

Dated December 19, 2005

Exhibit Number	Description
99.1	Pentair, Inc. press release dated December 19, 2005 reaffirming fourth quarter 2005 EPS guidance of between $0.40 and $0.42 per share, and announcing the early adoption of SFAS 123R for Share-Based Payment.

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 Reaffirms Fourth Quarter 2005 EPS Guidance of Between $0.40 and $0.42, and Announces Early Adoption of SFAS 123R for Share-Based Payment

GOLDEN VALLEY, Minn. – December 19, 2005 – Pentair, Inc. (NYSE: PNR) today reaffirmed its guidance for fourth quarter 2005 continuing operations earnings per share (EPS), indicating that it is expected to be within a range of between $0.40 and $0.42. This equates to a full year 2005 continuing operations EPS range of between $1.91 and $1.93. Originally issued on October 25, 2005, this guidance does not reflect the impact of SFAS 123R, an accounting change that must occur no later than the first quarter of fiscal 2006, requiring companies to recognize an expense in the Income Statement for stock options instead of reflecting the pro forma impact in a footnote disclosure in the financial statements.

The Company also announced it will early adopt SFAS 123R for Share-Based Payment, which will result in a non-cash charge to fourth quarter 2005 earnings of approximately $0.03 per share, or $0.13 per share for the full year 2005. This is comparable to the EPS impact previously reported in the Company’s 10-Qs as the pro forma impact under the fair value recognition provisions of SFAS 123 of $0.03, $0.04 and $0.03, for the first, second, and third quarters of 2005, respectively. Due to the early adoption of the new standard, Pentair will be restating the 2005 earnings for the first three quarters to reflect the impact of SFAS 123R. This accounting change is consistent with the upcoming requirement and it does not change any previously made statements about the performance of the Company.

Pentair also reaffirmed its full year 2006 EPS guidance of between $2.20 and $2.30, which when adjusted to reflect the approximate $0.12 per share impact of SFAS 123R, is now estimated to be between $2.08 and $2.18.

(more)

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 Enclosures Group is a leader in the global enclosures market, designing and manufacturing standard, modified and custom enclosures that house and protect sensitive electronics and electrical components. With 2004 revenues of $2.28 billion, or $2.76 billion on a pro forma basis, Pentair has approximately 13,000 employees worldwide.

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; the ability to integrate the WICOR acquisition successfully and the risk that expected synergies may not be fully realized or may take longer to realize than expected; the ability to close and integrate the acquisition of APW’s thermal management businesses; foreign currency effects; retail and industrial demand; product introductions; and pricing and other competitive pressures. 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.

Pentair Contacts:
Rachael Jarosh	Mark Cain
Communications	Investor Relations
Tel.: (763) 656-5280	Tel.: (763) 656-5278
E-mail: rachael.jarosh@pentair.com	E-mail: mark.cain@pentair.com

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