UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.  20549

FORM 10-Q

(Mark One)
X    QUARTERLY REPORT PURSUANT TO SECTION 13
     OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934
For the quarterly period ended September 30, 1994

                     OR

     TRANSITION REPORT PURSUANT TO SECTION 13
     OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________ to _______

Commission File No. 0-4689

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

Minnesota                                  41-0907434
(State or other jurisdiction of         (I.R.S. Employer 
incorporation or organization)        Identification No.)

1500 County B2 West,
Suite 400 St. Paul, Minnesota                 55113-3105
(Address of principal executive offices)     (Zip Code)

(612) 636-7920
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes   X   No  

The number of shares outstanding of Registrant's only class of
common stock on September 30, 1994 was 18,224,524.

PENTAIR, INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Consolidated Statement of Income
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
Management's Discussion and Analysis of
   Results of Operations and Financial Condition

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
Item 5.  Other Information
Item 6.  Exhibits and Reports on Form 8-K

Signature Page
Exhibit Index

PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

PENTAIR, INC.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
($ expressed in thousands except per share amounts)

                            Nine Months Ended            Quarter Ended
                                 September 30             September 30

                               1994       1993              1994        1993
                                                        
Net sales                $1,207,259   $987,618          $426,070    $345,506 

Operating costs
  Cost of goods sold        910,231    748,739           325,037     259,752 
  Selling, general
   and administrative       215,850    167,656            72,545      57,901 
   Total operating costs  1,126,081    916,395           397,582     317,653 

                             81,178     71,223            28,488      27,853 
Equity in joint
  venture income (loss)       1,309     (1,349)              810        (383)
Operating income             82,487     69,874            29,298      27,470 
 
Interest expense (net)       21,787     15,597             6,823       5,375

Income before income taxes   60,700     54,277            22,475      22,095 
Provision for income taxes   24,000     21,700             8,700       8,800 

Net income                   36,700     32,577            13,775      13,295 
Preferred
  dividend requirements       4,094      4,779             1,363       1,382 
Earnings applicable
 to common stock            $32,606    $27,798           $12,412     $11,913 

Earnings per share:
  Primary                     $1.77      $1.57              $.67       $.66
  Diluted                     $1.72      $1.53              $.64       $.63

Weighted average common
 and common equivalent
 shares:
  Primary                   18,400     17,750             18,446     18,353
  Diluted                   21,023     20,956             21,059     20,996

See Notes to Consolidated Financial Statements.

PENTAIR, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
($ expressed in thousands)

                                 September 30   December 31
ASSETS                                   1994          1993

Current assets

Cash and cash equivalents             $20,542       $10,327 
  Accounts receivable - net           264,443       200,425 
  Inventories
   Finished goods                     152,970       122,712 
   Work in process                     44,126        35,315 
   Raw materials                       50,279        35,108 
   Supplies                             5,683         5,691 
     Total inventory                  253,058       198,826 
  Deferred income taxes                22,542        21,575 
  Other current assets                  7,225         7,627 
Total current assets                  567,810       438,780 

Property, plant and equipment         745,299       621,617 
  Less accumulated depreciation       352,546       305,751 
Property, plant and
 equipment - net                      392,753       315,866 
Marketable securities -
     insurance subsidiary              21,709        18,594 
Investment in joint ventures           69,015        72,867 
Goodwill - net                        172,206        88,970 
Other assets                           26,661        23,724 
TOTAL ASSETS                       $1,250,154      $958,801 

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Accounts payable                    $99,145       $93,820 
  Compensation and other
       benefits accruals               56,650        42,737 
  Income taxes                         16,587         8,787 
  Accrued product claims
       and warranties                  24,625        22,256 
  Accrued expenses and
       other liabilities               76,633        50,075 
  Current maturities of debt            2,482           803 
Total current liabilities             276,122       218,478 

Long-term debt                        417,686       238,856 
Other liabilities                      22,435        18,911 
Deferred income taxes                   9,056         7,518 
Pensions and other
       retirement compensation         34,515        29,687 
Postretirement medical and
       other benefits                  61,599        60,637 
Reserves - insurance subsidiary        19,387        13,865 
Commitments and contingencies

Shareholders' equity 
Preferred stock - at liquidation value
Authorized:  2,800,000 shares
Outstanding:  1994 - 1,958,526         68,675       69,380 
              1993 - 1,976,443 
Unearned compensation
   relating to ESOP                   (29,123)     (35,453)

Common stock - par value, $.16 2/3
Authorized:  72,200,000 shares
Outstanding:  1994 - 18,224,524         3,037        3,022 
              1993 - 18,134,638
Additional paid-in capital            165,593      163,460 
Cumulative translation adjustment       7,218         (287)
Minimum pension
   liability adjustment                (6,760)      (6,760)
Retained earnings                     200,714      177,487
    Total shareholders' equity        409,354      370,849
TOTAL LIABILITIES
 AND SHAREHOLDERS' EQUITY          $1,250,154     $958,801

See Notes to Consolidated Financial Statements.

PENTAIR, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
($ expressed in thousands)

                                     Nine Months Ended   
                                September 30      September 30
                                        1994              1993
Cash provided by (used for)

Operating activities

Net income                           $36,700           $32,577 
  Adjustments to reconcile net
     income to net cash provided
     by operating activities
   Depreciation                       48,182            35,537 
   Amortization                        4,319             1,853 
   Deferred income taxes                 571            (2,108)
   Undistributed loss (earnings)
      from joint venture              (1,309)            1,349 
   Changes in assets and liabilities,
      net of effects of acquisition
     Accounts receivable             (41,057)         (30,002)
     Inventories                     (29,074)         (18,632)
     Accounts payable                   (469)         (19,065)
     Compensation and
          other benefits accruals      7,584            9,133 
     Income taxes                      7,445            2,546 
     Pensions and other
        retirement compensation        4,828            6,001 
     Reserves - insurance subsidiary   5,522            6,115 
     Other assets/liabilities - net    6,631            4,395 
Net cash from 
   operating activities               49,873           29,699 

Investing activities
  Capital expenditures               (58,793)         (39,312)
  Cash investment in joint
        venture - net                  5,161           (4,149)
  Purchase of marketable
        securities - net              (3,115)          (7,448)
  Acquisition - net of
        cash acquired               (140,291)               0 
Net cash (used) for
     investing activities           (197,038)         (50,909)

Financing activities
  Borrowings                         167,832          130,853 
  Debt payments                       (8,091)        (102,539)
  Unearned ESOP
     compensation decrease             6,330            3,875 
  Employee stock plans and other       2,253            1,924 
  Dividends paid                     (13,916)         (13,629)
Net cash provided for
   financing activities              154,408           20,484 

Effect of currency
 exchange rate changes                 2,972                0 

Increase (decrease)
 in cash and cash equivalents         10,215             (726)

Cash and cash equivalents
  - beginning of period               10,327            8,392 
  - end of period                    $20,542           $7,666 

See Notes to Consolidated Financial Statements.

PENTAIR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.  The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with
instructions for Form 10-Q and, accordingly, do not include all
information and footnotes required by generally accepted
accounting principles for complete financial statements.  In the
opinion of management, all adjustments, consisting only of
normal recurring accruals, considered necessary for a fair
presentation have been included.

These statements should be read in conjunction with the
financial statements and footnotes included in the Company's
Annual Report on Form 10-K for the year ended December 31,
1993, previously filed with the Commission.

2.  The results of operations for the nine months ended
September 30, 1994 are not necessarily indicative of the
operating results to be expected for the full year.

3.  Income tax provisions for interim periods are based on the
current best estimate of the effective federal, state and foreign
income tax rates.

4.  Earnings per common share are based on the weighted
average number of common and common equivalent shares
outstanding during each period.  The tax benefits applicable to
preferred dividends paid to ESOPs are: for allocated shares,
credited to income tax expense; and for unallocated shares,
credited to retained earnings and are not considered earnings
applicable to common stock.

Fully diluted computations assume full conversion of each
series of preferred stock into common stock, the elimination of
preferred dividend requirements, and the recognition of the tax
benefit on deductible ESOP dividends applicable to allocated
shares payable based on the converted common dividend rate. 
Conversion was assumed during the portion of each period that
the securities were outstanding.

5.  Statement of Cash Flows

The following is supplemental information for the periods
ending September 30 relating to the Statement of Cash Flows
($000's):

                                   
                                    Nine Months Ended
                                     1994         1993

Interest paid (net of
   capitalized interest)          $23,624      $15,082
Income tax payments                17,892       17,961

All outstanding shares of the Pentair, Inc. $1.50 Cumulative
Convertible Preferred Stock, Series 1987 were called for
redemption on March 15, 1993.  In lieu of redemption,
substantially all of the preferred shares were converted into
approximately 1,450,780 shares of common stock.  This
conversion is treated as a non-cash transaction.

6.  The long-term debt is summarized as follows ($ millions):

                            9/30/94       12/31/93

Revolving credit loans         $164            $65 
Private placement debt          160            160 
Other                            96             15 
TOTAL                           420            240 
Current maturities               (2)            (1)
Total long-term debt           $418           $239 

Debt agreements contain various restrictive covenants,
including a limitation on the payment of dividends and certain
other restricted payments.  Under the most restrictive
covenants, $105 million of the September 30, 1994 retained
earnings were unrestricted for such purposes.

7.  The Company uses the equity method of accounting for its
Joint Ventures, Lake Superior Paper Industries (LSPI) and
LSPI Fiber.

Financial results for LSPI and LSPI Fiber for the periods ending September 30
are summarized as follows ($ millions):

                          Nine Months Ended
                             1994        1993

Net Sales                  $112.2      $106.0 
Operating Income (Loss)       5.9         (.4)
Pre-Tax Income (Loss)         2.6        (2.7)

                           Quarter Ended
                             1994        1993

Net Sales                   $33.8       $34.5 
Operating Income (Loss)       2.9         0.0 
Pre-Tax Income (Loss)         1.6         (.7)

8.  Acquisition 

On February 28, 1994, the Registrant completed the purchase
from Fried. Krupp Hoesch-Krupp of all of the net assets and
business of the Schroff Group (Schroff), including the stock of
its international subsidiaries, for $154 million paid in cash at
closing, which includes $1.7 million in interest accrued from
January 1, 1994, the economic transfer date.

The operating assets of the Schroff manufacturing facilities in
Germany were acquired by a new indirect German subsidiary
of the Registrant, Schroff GmbH, subject to normal payables
and accruals of the business.  These assets were used by
Schroff in the manufacture of cabinets, cases, subracks and
accessories for the electronics industry.  Schroff GmbH is
continuing its predecessor's business and will use the assets
in the same manner as before.

The outstanding stock of all of the European subsidiaries of
Schroff was acquired by a new wholly-owned subsidiary of the
Registrant, EuroPentair GmbH, which also owns the stock of
the new Schroff GmbH.  The outstanding stock of the
non-European subsidiaries of Schroff, which includes its U.S.
subsidiary Schroff, Inc., was acquired by FC Holdings Inc., a
wholly-owned U.S. subsidiary of the Registrant.

Pro Forma Financial Information

The Schroff operating results are included in the company's
consolidated results from January 1, 1994.  The following pro
forma financial information assumes the acquisition occurred at
the beginning of 1993. 

(Unaudited)

               Year Ended   9 Months Ended
                12/31/93        9/30/93
($ millions)
                        
Net Sales     $1,480.2        $1,101.6    
Net Income       $46.8           $32.6

Earnings Per Share
  Primary        $2.27           $1.58
  Diluted        $2.21           $1.54

 These results have been prepared for comparative purposes
only and do not purport to be indicative of what would have
occurred had the acquisition been made at the beginning of
1993, or of the results which may occur in the future.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND 
FINANCIAL CONDITION

BUSINESS SEGMENT INFORMATION

Selected information for business segments for the nine months ended
September 30, 1994 and 1993 follows ($ millions):

                              General             
                     Specialty  Ind    Paper    Joint   General
                     Products  Equip   Products Ventures  Corp    Total

1994
                                                
Net Sales             $327.2   $595.0  $285.1    $0.0    $0.0     $1,207.3
Operating Income        32.2     57.1     7.0     1.3   (15.1)        82.5
Identifiable Assets    219.6    635.9   269.5    69.0    56.2      1,250.2
Depreciation             6.6     21.9    19.6     0.0     0.1         48.2
Capital Expenditures     7.5     27.3    23.8     0.0     0.2         58.8

1993
                                                  
Net Sales             $293.7   $404.1  $289.8    $0.0    $0.0       $987.6
Operating Income        28.0     31.5    24.8    (1.3)  (13.1)        69.9
Identifiable Assets    190.2    405.0   240.0    61.1    39.2        935.5
Depreciation             5.8     11.6    18.1     0.0     0.0         35.5
Capital Expenditures     3.9      8.7    26.6     0.0     0.1         39.3

RESULTS OF OPERATIONS

Pentair reported net income of $36.7 million, or $1.72 per fully
diluted share, on consolidated net sales of $1,207.3 million for
the nine months ended September 30, 1994.  This represented
a 12.7 percent increase in net income and a 22.2 percent
increase in sales over the same nine month period of 1993. 
The nine month 1993 net income was $32.6 million, or $1.53
per fully diluted share, on consolidated net sales of $987.6
million. 

Specialty Products Segment.  Net sales increased $33.5 million
or 11.4% and operating income increased $4.2 million or 15.0%
with each company in the segment contributing to the
improvement.  The increases reflect new products and further
expansion into major home center distribution channels. 
Strong domestic retail activity contributed to improved earnings. 
W. R. Grainger was signed on as a major new distribution
customer in the pump business.  Strong retail sales are
anticipated in the fourth quarter at the two tool businesses.

General Industrial Equipment Segment.  Sales increased
$190.9 million or 47.2% and operating income increased $25.6
million or 81.3%.  Schroff was a major contributor to the
increased sales and operating income for 1994.  Electrical
enclosure sales continued very strong in the third quarter,
assisted by the strength in durable goods and machine tool
spending in the U.S.  Sporting ammunition sales increased due
to unusually high demand while margins improved as well with
lower raw material costs.  Lubrication and material dispensing sales and
profits were slightly higher as compared to the prior year due
in part to noticeable growth in the German economy, increased
demand in the truck and trailer industry, and new products. 

Paper Products Segment.  Net sales decreased $4.7 million or
1.6% and operating income decreased $17.9 million or 71.8%. 
Net selling prices were down 4.5% over 1993 pricing.  These
results were attributable to continuing price weakness in the
coated paper market and increased competition for uncoated
paper sales.  Paper pricing is improving and will continue to improve
into the fourth quarter of 1994, however, increased prices in raw materials
continue to diminish margins. Entering the fourth quarter, demand is very
strong in the U.S. markets and backlogs are strong.

Joint Venture.  Tons shipped were up 4.3% and prices were up
1.5%.  Profitability has been achieved through operating
efficiencies and cost reduction activities.  U.S. market demand
is strong.

FINANCIAL CONDITION

In 1994 as in 1993, net income adjusted for non-cash items
provided much of the funds for seasonal working capital
increases of accounts receivable and inventory.  The inventory
increase is largely attributable to the Schroff acquisition and to preparation 
at two businesses for seasonal fourth quarter activity.  Capital expenditures 
for the first nine months were $58.8 million in 1994 and $39.3
million in 1993.  The percentage of long-term debt to total
capital was 51% at September 30, 1994 compared to 39% at
December 31, 1993, largely due to the acquisition of Schroff
during the first quarter of 1994.  Revolving credit facilities and
other foreign borrowings were used to fund the acquisition of
Schroff.  

The full year 1994 cash flow from operations is expected to be
higher than 1993 with the contributions of the new Schroff
business, higher earnings and improved working capital turnover.  Capital
expenditures are expected to be about $90 million in 1994 as
compared to $73.4 million in 1993.  

Effective as of February 11, 1994, Pentair entered into
revolving credit facilities with a group of six banks, Continental
Bank N.A., Morgan Guaranty Trust Company of New York, J.P.
Morgan Delaware, First Bank National Association, Norwest
Bank Minnesota, N.A. and NBD Bank, N.A.  Two parallel facility
agreements provide for aggregate credit lines of $170 million
divided among two bank groups.  Pentair's outstanding Bid
Loan Agreement with certain of these banks was amended in
a related transaction.  The facility agreements provide for
revolving credits for a three-year period, unless extended, at
the expiration of which period the outstanding loans are
converted into a term loan having a four-year repayment
period.  The credit facilities are unsecured and include certain
financial and other covenants on the part of Pentair.

In addition, Pentair and its new subsidiary formed in connection
with the Schroff acquisition, EuroPentair GmbH, entered into a
DM 115 million (approximately US $65 million) facility
agreement as of February 11, 1994 with Morgan Guaranty
Trust Company of New York, Continental Bank N.A., NBD Bank
N.A., and Dresdner Bank AG.  EuroPentair's obligations under
the Deutschmark agreement are guaranteed by the Registrant. 
This facility is similar to the two other domestic credit
agreements, but provides for borrowings and repayments in
German marks or certain other European currencies.  This
facility also provides for unsecured revolving loans for a
three-year period with a similar term loan conversion and
four-year repayment period.  Substantially all of the available
credit under this agreement was borrowed at the closing of the
Schroff acquisition.

The three revolving credit facilities discussed above replace
previous credit agreements between Pentair and these banks
for revolving credit in the aggregate amount of $225 million.

Based upon current operating expectations, credit available
under revolving credit facilities and private placements is more
than adequate to cover seasonal working capital and capital
expenditure requirements.

OUTLOOK

In general, the Company is strong and well-positioned to
continue its growth.  The strong emphasis on enhanced manufacturing
capability achieved through capital spending, product
development and expansion of distribution channels
are expected to continue to grow market share, sales and
profitability. 

In all businesses, sales are expected to continue to respond to
new products, enhanced customer service and an improving U.S. economy.
In particular, sales in the Specialty Products segment should benefit from a
continued focus on market expansion through new distribution
channels such as homecenter hardware chains.

The durable goods market continues to enhance the sales of Hoffman
electrical enclosures domestically and continuing recovery in Europe
should boost sales of Schroff electronic products.  Lincoln products are
impacted by the same market factors.

Individual paper selling prices are increasing and will continue
to increase, but, due to rapidly increasing raw material prices of market pulp
and recyclable paper, margins are diminished.

PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings

Cross Pointe Paper Corporation. 
The Miami mill of Cross Pointe Paper Corporation (Miami)
reached a settlement of $220,500 with the State of Ohio
regarding alleged violations of Miami's water pollution control
permit.  Information concerning this matter was
previously reported in the Company's Form 10-K for the year
ending December 31, 1993.

Niagara of Wisconsin. (Niagara)
Niagara settled for $71,357.70, an enforcement action filed by
the State of Wisconsin involving allegations of particulate
emissions from Niagara's coal processing plant in excess of
limits set in its permit.  Information concerning this matter
was previously reported in the Company's Form 10-K for the
year ending December 31, 1993.

ITEM 5 - Other Information

On September 6, 1994, the Registrant announced it has
retained CS First Boston to explore strategic alternatives for its
paper businesses, including a possible sale.  The Registrant is
positioning itself to continue to focus on the growth of its
industrial businesses.

ITEM 6 - Exhibits and Reports on Form 8-K

(a)  Exhibits.  The following exhibits are included with this Form
10-Q Report as required by Item 601 of Regulation S-K.

Exhibit         Description
Number
11     Calculation of Earnings per Common and Common
          Equivalent Share

27     Financial Data Schedules

(b)  Reports on Form 8-K.  

No reports on Form 8-K were filed during the quarter ended
September 30, 1994.

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.

/s/ David D. Harrison
Senior Vice President and
Chief Financial Officer

November 14, 1994

EXHIBIT INDEX

Exhibit Number

11   Calculation of Earnings per Common and
       Common Equivalent Share

27   Financial Data Schedules

 5

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE PENTAIR,
INC. FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 1994 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINACIAL STATEMENTS.

       

                   YEAR                   9-MOS                   9-MOS                   QTR-3
QTR-3
                          DEC-31-1993             DEC-31-1994             DEC-31-1993             DEC-31-1994
             DEC-31-1993
                               DEC-31-1993             SEP-30-1994             SEP-30-1993             SEP-30-1994
             SEP-30-1993
                                      10,327,000              20,542,000                       0                       0
                       0
                                18,594,000              21,709,000                       0                       0
                       0
                              200,425,000             264,443,000                       0                       0
                       0
                                 6,197,000               6,197,000                       0                       0
                       0
                                198,826,000             253,058,000                       0                       0
                       0
                           438,780,000             567,810,000                       0                       0
                       0
                                     621,617,000             745,199,000                       0                       0
                       0
                             305,751,000             352,546,000                       0                       0
                       0
                             958,801,000           1,250,154,000                       0                       0
                       0
                      218,478,000             276,122,000                       0                       0
                       0
                                              0                       0                       0                       0
                       0
                                   166,482,000             168,630,000                       0                       0
                       0
                                0                       0                       0                       0
                       0
                                 69,380,000              68,675,000                       0                       0
                       0
                                 134,987,000             172,049,000                       0                       0
                       0
               958,801,000           1,250,154,000                       0                       0
                       0
                                              0           1,207,259,000             987,618,000             426,070,000
             345,506,000
                                     0           1,207,259,000             987,618,000             426,070,000
             345,506,000
                                                0             910,231,000             748,739,000             325,037,000
             259,752,000
                                        0           1,126,081,000             916,395,000             397,582,000
             317,653,000
                                     0                       0                       0                       0
                       0
                                     0                       0                       0                       0
                       0
                                   0              21,787,000              15,597,000               6,823,000
               5,375,000
                                      0              60,700,000              54,277,000              22,475,000
              22,095,000
                                         0              24,000,000              21,700,000               8,700,000
               8,800,000
                                  0              36,700,000              32,577,000              13,775,000
              13,295,000
                                       0                       0                       0                       0
                       0
                                      0                       0                       0                       0
                       0
                                            0                       0                       0                       0
                       0
                                         0              36,700,000              32,577,000              13,775,000
              13,295,000
                                        0                    1.77                    1.57                     .67
                     .66
                                        0                    1.72                    1.53                     .64
                     .63

EXHIBIT 11
PENTAIR, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE

                                         Nine Months Ended    Quarter Ended
                                           September 30        September 30
                                          1994        1993      1994        1993   
INCOME ($ thousands)

Net income                             $36,700     $32,577   $13,775     $13,295 
 Preferred dividend requirements         4,094       4,779     1,363       1,382 
 Earnings available to common and common
       equivalent shares - Primary      32,606      27,798    12,412      11,913 

 Preferred dividends assuming conversion 
   of Preferred Stock: Series 1987          -          620        -            -  
                       Series 1988        764          784      253          257 
                       Series 1990      3,330        3,375    1,110        1,125 
 
 Tax benefit on preferred
    ESOP dividend eliminated
    due to conversion into common        (787)        (627)    (260)        (209)
 Tax benefit on ESOP dividend
    assuming conversion to
    common at common dividend rate        276          208       92           69 

Earnings for
 fully diluted computation            $36,188      $32,158  $13,607      $13,155 

SHARES (thousands)
 Weighted average number
   of shares outstanding
   during the period                   18,193      17,528   18,214        18,116 
 Shares issuable on exercise
   of stock options less shares
   repurchaseable from proceeds           207         222      232           237 
 Common and Common Equivalent Shares -
       Primary                         18,400      17,750   18,446        18,353 

 Shares issuable on conversion of:
  $1.50 Cumulative Convertible
    Preferred Stock,
    Series 1987                            -          554       -              -   
  $7.50 Callable Cumulative
    Convertible Preferred Stock,
    Series 1988                          510          523     507            518 
  8% Callable Cumulative Voting
    Convertible Preferred Stock,
    Series 1990                        2,113        2,129   2,106          2,125 

 Common and common equivalent shares
   for fully dilutive computation     21,023       20,956  21,059         20,996 

EARNINGS PER SHARE:
 Primary                               $1.77       $1.57    $.67            $.66
 Diluted                               $1.72       $1.53    $.64            $.63

All share and per share data adjusted for 50% stock dividend in June 1993.