SECURITIES AND EXCHANGE COMMISSION

                      Washington, DC  20549

                             FORM 8-K

   
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (date of earliest event reported)    December 29, 1997

                          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)               (Zip Code)

                          612.636.7920 
       (Registrant's Telephone Number, Including Area Code)

Item 5.   Other Matters
     
On December 29, 1997, the Board of Directors of Pentair, Inc. (the Registrant)
authorized the repurchase of up to 350,000 shares of Pentair common stock 
within the next 12 months.  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     Press release dated December 29, 1997

                            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:    January 13, 1998
Exhibit 99

NEWS RELEASE DATED DECEMBER 29, 1997

PENTAIR BOARD RAISES ANNUAL DIVIDEND RATE 10 PERCENT TO 60 CENTS PER
SHARE AND AUTHORIZES SHARE REPURCHASE PLAN

ST. PAUL, Minn. -- Pentair, Inc. (NYSE:PNR) today announced its board of 
directors has increased the annual dividend rate by 10 percent to 60 cents 
per share from 54 cents per share.  This represents a quarterly cash dividend
of 15 cents per share payable February 13, 1998 to shareholders of record 
at the close of business on January 30, 1998.  This is the 22nd consecutive 
annual increase in Pentair's quarterly dividend.

The Pentair board also authorized the Company to repurchase within the next 
12 months up to 350,000 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, 1997, Pentair had 38,080,709 shares of common stock 
outstanding.

With approximately 10,000 employees worldwide, Pentair (http://www.pentair.com)
is a diversified manufacturer operating in three principal markets: electrical
and electronic enclosures; professional tools and equipment; and water products.
Headquartered in St. Paul, Minnesota, Pentair operates from 52 manufacturing 
and distribution locations in North America, Europe, and Asia.