UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C.  20549
                                                    
                           FORM 10-K
(Mark One)
     
     X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
     For the fiscal year ended December 31, 1995
                                
                               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. 001-11625

                                 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 Road B2 West, Suite 400, Saint Paul, Minnesota       55113-3105   
         (Address of principal executive offices)                (Zip Code)
                                
                         (612) 636-7920 
      (Registrant's telephone number, including area code)
                                
Securities registered pursuant to Section 12(b) of the Act:

    1)   Common Stock, Par Value $.16 2/3  per share
    2)   Rights
                        (Title of Class)

Securities registered pursuant to Section 12(g) of the Act:  None

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      

Indicate by check mark if disclosure of delinquent filers pursuant 
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this 
Form 10-K or any amendment to this Form 10-K. [     ]  

The aggregate market value of voting stock held by nonaffiliates of 
the Registrant on February 26, 1996 was $932 million.  For purposes of 
this calculation, all shares held by officers and directors of the
Registrant and by the trustees of employee stock ownership plans (ESOPs) 
and pension plans of the Registrant and subsidiaries were deemed to be shares 
held by affiliates.

The number of shares outstanding of Registrant's only class of 
common stock on February 26, 1996 was 37,394,754.

              DOCUMENTS INCORPORATED BY REFERENCE

The following portions of the Annual Report to Shareholders for 
the year ended December 31, 1995 and Proxy Statement for the 1996 Annual 
Meeting of Shareholders are incorporated by reference as the Item of 
this Form 10-K indicated.

Part of Form 10-K                       Portion of Annual Report

Part I, Item 1.  Business - Financial   Pages 32 and 54:  Business 
information about industry segments,    Segment Information;
foreign operations, research and        Page 43:  Research and Development;
development and environmental matters.  Page 35: Environmental Matters and
                                        Page 47:  Commitments and Contingencies
                                        - (Note 9) and Page 56: Disclosure of
                                        Risks and Uncertainties (Note 18)

Part II, Item 5.Market for Registrant's Page 58:  Pentair Stock
Common Equity and Related Stockholder   Data, Price Range and Dividends of 
Matters.                                Common Stock.

Part II, Item 6.  Selected Financial    Page 57:  Selected Financial
Data.                                   Data - 10 Year Summary.

Part II, Item 7.Management's Discussion Pages 28-35:  Management's 
and Analysis of Financial Condition     Discussion and Analysis.
and Results of Operations.

Part II, Item 8.  Financial Statements  Pages 36-56:  Consolidated 
and Supplementary Data.                 Statement of Income, Balance Sheet 
                                        and Statement of Cash Flows, related
                                        Notes, Report of Independent Auditors
                                        and Quarterly Financial Data.

                                        Portion of Proxy Statement

Part III, Item 10.  Directors and       Pages 2-5: Security Ownership of 
Executive Officers of the Registrant.   Management and Beneficial
                                        Ownership; Pages 5-8; Directors
                                        Standing for Election.

Part III, Item 11.                      Pages 14-23:  Executive 
Executive Compensation.                 Compensation.

Part III, Item 12.  Security Ownership  Pages 2-5:  Security 
of Certain Beneficial Owners and        Ownership of Management and 
Management.                             Beneficial Ownership.

PART I

Item 1.  Business

(a)  General Development of the Business.

The Registrant was incorporated in 1966 under the laws of Minnesota.
In the past year, the Registrant has not changed its form of organization 
or mode of conducting business.  The Registrant grows through internal
development and acquisitions.  As in the past, periodic dispositions of
assets or business units are possible when they no longer fit with the
long-term strategies of the Registrant.

Effective January 1, 1994, the Registrant acquired the net assets and the 
subsidiaries of Schroff GmbH (Schroff) from Fried. Krupp AG Hoesch-Krupp 
for a cash purchase price of approximately $140 million net of cash acquired.  
Schroff manufactures and sells enclosures, cases, subracks and accessories 
for commercial electronic and instrumentation applications. 

In September 1994, Pentair announced that it was exploring strategic 
alternatives for its paper businesses,including their possible sale.  
In the second quarter of 1995, all of the Pentair paper businesses were sold. 
On April 1, 1995 the company sold its Cross Pointe Paper Corporation 
subsidiary for $203.3 million to Noranda Forest, Inc.  On June 30, 1995 
the company sold its Niagara of Wisconsin Paper Corporation, its 50% 
share of Lake Superior Paper Industries (LSPI) joint venture and its 12% 
share of Superior Recycled Fiber Industries (SRFI) for $115.6 million 
cash to Consolidated Papers, Inc.

The sale transactions have permitted Pentair to focus its commitments 
and resources on the industrial products sector, building upon the 
strong growth and leading market positions these businesses have achieved.  

Effective November 1, 1995, the Company acquired Fleck Controls, Inc., 
a manufacturer of control valves which are major components in 
residential water softeners, and commercial and industrial water
conditioning systems for $133.9 million.  Pentair considers Fleck 
to be its first major step in entering the water treatment business. 
This will be continued as Pentair pursues other product offerings and new
channels within the water products market. 

(b)  Financial Information about Industry Segments.

The Registrant's business is conducted in two industry segments.  
The Specialty Products segment manufactures woodworking machinery; 
portable power tools; valves for water conditioning equipment; and
pumps and pumping systems.  The General Industrial Equipment segment 
manufactures electrical and electronic enclosures and wireways; 
industrial lubricating systems and material dispensing equipment;
automotive service equipment; and sporting ammunition. Business segment 
financial information is found on page 32 and page 54 (Note 16) of the 
1995 Annual Report to Shareholders.

Narrative Description of Business.
  
  Description of the Specialty Products Segment:

    Products and marketing.

The following table sets forth, for each of the last three years, 
the Specialty Products segment product class net sales in 
excess of 10 percent of the Registrant's consolidated net sales .

                                          1995      1994      1993         

Stationary and Portable Power Tools       28 %      28 %      33 %
Pumps and Water Treatment Systems          9         9        10

     Total Segment                        37 %      37 %      43 %

Woodworking Machinery.  The Registrant, through its subsidiary 
Delta International Machinery Corp.(Delta), manufactures, markets, 
and services a line of general-purpose woodworking machinery, such as
saws, planers, jointers, plate joiners, grinders, drill presses, 
shapers, lathes, and other quality machines. Delta sells its products 
in the United States, Canada, and other foreign countries under its 
"Delta" brand name through a network of independent and mail order 
distributors, hardware stores and home centers. 

Portable Electric Tools.  The Registrant, through its subsidiary 
Porter-Cable Corporation (Porter-Cable), manufactures and markets 
a variety of portable electric tools, such as saws, sanders, drills 
and routers, used in woodworking, industrial maintenance, and 
construction trades.  Porter-Cable markets its products under the 
brand name "Porter-Cable" through a network of independent, specialty 
tool, and mail order distributors, hardware stores and home centers.

Pumps and Pumping Systems.  The Registrant, through its F.E. Myers 
Co. Division of McNeil (Ohio) Corporation (Myers), manufactures and 
markets a wide variety of pumps for residential, environmental,
engineering, and industrial use.  Products are distributed through 
a network of distributors, wholesalers, dealers, and installers.  
In addition, Myers distributes products to the do-it-yourself market 
for retail sale through home centers and hardware stores under the 
names "Water Ace" and "Shur Dri".

Water Conditioning Control Valves.  The Registrant, through its 
subsidiary Fleck Controls, Inc. (Fleck), manufactures, designs 
and markets a broad range of control valves, timers and meters 
for residential and commercial water softeners.  Products are 
sold directly by Fleck's internal sales organization to small,
regional independent original equipment manufacturers (OEMs), 
with the remaining sales going to larger, fully integrated manufacturers.  

    Competitive conditions.

Delta participates in the middle range of the overall market 
for general purpose woodworking machinery. The addressed market is 
focused on high quality, feature oriented products and value added 
services for the home shop, contractor, and small shop markets.  
Delta markets the industry's broadest line of products for its addressed 
market.  Delta's numerous competitors do have individual products 
which compete with certain of Delta's products.  Competition in this 
market focuses on quality, features, service and price.

Porter-Cable competes in the professional portable electric tool 
market which is highly competitive.  Porter-Cable faces several major 
competitors across its addressed market.  Product innovation, features,
performance, quality, service, delivery and price are all competitive factors.

Myers addresses the water pump and system market.  Myers faces many 
competitors across its product lines.  Price, delivery, and quality 
are competitive factors.

Fleck addresses the water treatment market.  Fleck is one of the four 
primary manufacturers of control valves in the United States and Europe.  
Broad product offerings, product development and customer support and 
service are competitive factors.   Fleck has a significant market share 
in the residential valve market and a leading market share in the 
commercial valve market.  Fleck sells to both OEMs and independent 
distributors for inclusion in water control systems which are sold directly 
to the end user.

  Description of the General Industrial Equipment Segment:
    Products and marketing.

The following table sets forth, for each of the last three years, the 
General Industrial Equipment segment product class net sales 
in excess of 10 percent of consolidated net sales.

                                         1995        1994       1993
                                                       
Electrical and Electronic Enclosures     39 %        36 %       25 %
Sporting Ammunition                      10          12         14     

    Total Segment                        63 %        63 %       57 %

Electrical Enclosures.  Through the Hoffman Engineering Company 
division of Federal-Hoffman, Inc. (Hoffman Engineering), the Registrant 
manufactures enclosures and wireways for electrical and industrial
instrumentation applications and markets these products primarily 
through independent manufacturer's representatives and electrical 
and electronic equipment distributors throughout North America and the
United Kingdom.

Electronic Enclosures.  Through  Schroff GmbH and its international 
subsidiaries (Schroff), the Registrant manufactures enclosures and 
wireways for electronic instrumentation applications.  Schroff is a large
European manufacturer of cabinets, cases, subracks, microcomputer 
packaging systems and accessories. Schroff serves the worldwide 
industrial electronics industry including key segments such as computers,
test & measurement, private LANs/data communication, industrial control 
and factory automation, medical and telecommunications. 

Sporting Ammunition.  Through the Federal Cartridge Company division 
of Federal-Hoffman, Inc. (Federal Cartridge), the Registrant manufactures 
and markets sporting and law enforcement ammunition, and components.  
These products are distributed throughout the United States through a 
network of distributors; directly to large retail chains; and 
directly to law enforcement agencies (governmental).

Industrial Lubricating Systems and Material Dispensing Equipment.  
The Registrant, through its Lincoln Industrial division of McNeil 
(Ohio) Corporation (Lincoln Industrial), manufactures components and designs
systems for manual and automatic delivery of measured quantities of 
lubricants for industrial applications. Lincoln Industrial also manufactures 
components and designs, fabricates, and installs high-volume liquid
and semi-solid dispensing systems.  Both segments serve original 
equipment and retrofit markets. Lubricating and materials dispensing 
systems are marketed in the United States by approximately 100
specially qualified systems distributors with design, installation, 
and service capability.  Basic lubricating equipment and accessories are 
marketed through industrial supply and specialty distributors.  A special
direct sales group markets a wide variety of Lincoln Industrial products 
to original equipment manufacturers in a variety of industries.  
Lincoln Industrial also manufactures lubricating components and systems 
at its facility in Walldorf, Germany for distribution to European, 
Middle East, Far East and African markets, and to a lesser extent to the 
United States.  The remainder of the world market, including the Pacific Rim,
is served from Lincoln Industrial's St. Louis, Missouri manufacturing 
facility.

Automotive Service Equipment.  The Registrant, through its Lincoln 
Automotive division of  McNeil (Ohio) Corporation (Lincoln Automotive), 
manufactures and markets lubrication, repair, and service equipment for
a broad range of vehicles.  Products are sold through a key group of 
approximately 600 aftermarket wholesalers.  Certain products are sold 
to large auto parts chain stores. Certain lubricating equipment,
tools, and jacks and lifting equipment are sold under private label programs.  
Garage, service station, car dealership service department, and fast oil 
change lubricating systems are marketed through petroleum equipment and 
service distributors with design and installation capability.

    Competitive conditions.

Hoffman Engineering is the largest North American manufacturer of 
electrical enclosures and wireways, having a market share estimated 
to be about 25% of the addressed market.  It is currently the only
manufacturer with national distribution and its competitors are 
generally smaller, regional manufacturers. Hoffman Engineering also 
participates in the North American electronic enclosures market, facing
competition from a large number of firms, with three or four established 
firms leading the market.  In both markets, the most significant 
competitive factors are price, product innovation, service, quality, 
breadth of product line, and delivery.

Schroff is a significant manufacturer in Europe's electronic enclosure 
market and a  technological leader. Schroff, like Hoffman, has a 
comprehensive product range.  Schroff faces competition from a large number
of firms, some of whom like Rittal manufacture a broad range of enclosures 
and some who focus on smaller niche markets.  Significant competitive 
factors are product innovation and quality.

Federal Cartridge and its two primary competitors, Winchester and Remington, 
have a combined market share of approximately 90% in the U.S. 
sporting ammunition market, with the balance coming from smaller
domestic competitors and foreign ammunition manufacturers.  Quality, 
delivery, price and terms are significant competitive factors.

Lincoln Industrial and Lincoln Automotive face three to five major 
competitors and several smaller competitors across their product lines.  
Competition involving industrial lubricating systems and material
dispensing equipment tends to center around quality, systems capability, 
and application knowledge.  Price becomes a more significant competitive 
factor for vehicle servicing equipment.

  Information Regarding Both Segments:

    Working capital items.

Federal Cartridge's working capital builds from January through September 
as inventories are increased to meet third quarter shipping schedules and 
receivables increase due to fall dating for early order programs used in the
sporting ammunition business.  Management continues to focus on reducing 
working capital requirements through management of receivable and inventory 
levels.  

    Status of new products.

The industries in which the segments participate are essentially mature 
and do not experience the introduction of many products that 
materially change the nature of the industry.  Individual manufacturers
generally make improvements or apply new technologies to existing products.  

    Raw materials.

The raw materials used in the manufacturing process include steel (bar 
and sheet), various metals including brass and lead, gunpowder and plastic.  
Selected motors, castings, plastic parts and components are also purchased.  
The supply of all raw materials and components is currently adequate.

Delta and Porter-Cable import selected tools in their product offerings.  
Design and engineering of these products is performed primarily by Delta.  
The manufacturing process is controlled and monitored for most of these
products in factories dedicated to Delta production.  Supply of these 
products is currently adequate and timely.

    Patents, trademarks, licenses, franchises and concessions.

The businesses own a number of U.S. and foreign patents and trademarks.  
They were acquired over many years and relate to many products and
improvements.  No one patent or trademark is of material importance to 
either segment.

    Seasonal aspects.

For the either segment, there is no strongly seasonal aspect.

    Backlog.

The segments normally do not experience backlogs for substantial periods 
of time.  The nature of the businesses emphasizes maintaining 
inventories sufficient to satisfy customer needs on a timely basis, and
production and sourcing is geared towards providing adequate inventories 
in order to minimize customer back orders.  Accordingly, backlogs are 
not material to understanding the sales trends or manufacturing
fluctuations of the segments.

    Dependence on limited number of customers.

The Registrant as a whole is not dependent on a single customer or 
on a few customers.  The loss of a limited number of customers 
would not have a material adverse impact on the Registrant.

    Government contracts.

The Registrant has no material portion of sales under government 
contracts that may be subject to renegotiation of profits or 
termination of contracts at the election of the government.

    Employees.

As of December 31, 1995, the Registrant and its subsidiaries employed 
approximately 9,150 persons, of which 2,058 were represented by unions 
having collective bargaining agreements.

Labor contracts negotiated in 1995 were: International Association of 
Machinists Local 59 - Ashland, Ohio (extended to 4/6/98) approximately 310
employees;  International Association of Machinists Local 9 - 
St. Louis, Missouri (extended to 4/30/98) approximately 230 employees; 
United Steel Workers of America Local 8630 - Tupelo, Mississippi (extended 
to 5/1/98) 260 approximately employees; Patternworkers League - Ashland, Ohio 
(extended to 9/1/97) 2 employees;  and Teamsters Local 984 - Memphis, 
Tennessee (extended to 12/15/98) approximately 50 employees.

Contracts expiring in 1996: International Union of Electrical Workers - 
Jonesboro, Arkansas (expires April, 1996).

The Registrant considers its employee relations to be good and feels 
future contracts will be able to be negotiated for the benefit of the 
business and the employees.

(d)  Financial Information about Foreign Operations.

The Registrant operates primarily in North America and Europe.  See 
discussion of foreign operations incorporated by reference.

Item 2.  Properties

The Registrant's corporate offices, located at 1500 County Road B2 West, 
St. Paul, Minnesota 55113-3105, are leased and consist of approximately
22,000 square feet; the lease expires in December 1999. Information about the 
Registrant's principal manufacturing facilities and other properties is 
presented below by industry segment.  These facilities are adequate and 
suitable for the purposes they serve.  Unless noted all facilities are owned.

 Specialty Products Segment

SUBSIDIARY/                                                   APPROXIMATE
DIVISION         LOCATION            PRIMARY USE              SQUARE FEET

Porter-Cable     Jackson,            Manufacturing,               485,000
                   Tennessee(1)        Distribution, 
                                       and Office

Delta            Pittsburgh,         Office and                    34,000
                   Pennsylvania(2)     Product Development

                 Tupelo,             Manufacturing                333,000
                   Mississippi         and Office

                 Memphis,            Distribution                 245,000
                   Tennessee(3)        and Office

                 Guelph,             Distribution                  57,000
                   Ontario(4)          and Office

                 Mesa,               Manufacturing                 49,730
                  Arizona(5)          and Office

                 Taichung,           Office and                     1,000
                   Taiwan              Product Development

F.E. Myers       Ashland,            Manufacturing,               412,000
                   Ohio                Distribution,
                                       and Office

                 Kitchener,          Distribution                  26,000
                   Ontario             and Office

                 Midland,            Manufacturing,               20,850 
                  Texas               and Office

Fleck Controls,  Brookfield,         Manufacturing,               77,000
  Inc.            Wisconsin           Distribution, 
                                       and Office

                 Buc,                Manufacturing,                23,850
                   France(6)          Distribution, 
                                       and Office

                         

NOTES:
  (1)   Leased for a five-year term expiring in 1998.
  (2)   Currently leased under a month-to-month lease 
          while a longer term lease is negotiated.
  (3)   Leased for a five-year term expiring in 1996.
  (4)   Leased for a five-year term expiring in 1999.
  (5)   Lease term expires in 2000.
  (6)   Lease term expires in 1998.

General Industrial Equipment Segment

SUBSIDIARY/                                                   APPROXIMATE
DIVISION         LOCATION            PRIMARY USE              SQUARE FEET

Hoffman          Anoka,              Manufacturing                814,000
  Engineering      Minnesota           and Office

                 Brooklyn Center,    Manufacturing                128,000
                   Minnesota(1)        and Office

                 Reynosa, Mexico     Manufacturing                 90,000

Hoffman U.K.     Hemel Hempstead,    Manufacturing                 37,000
                   England(2)          

Hoffman U.K.     Hemel Hempstead,    Manufacturing                 22,000
                   England(2)(3)       

Federal          Anoka,              Manufacturing                679,000
  Cartridge        Minnesota           and Office

                 Richmond,           Manufacturing                 41,000
                   Indiana             and Office

Lincoln          St. Louis,          Manufacturing                565,000
 Industrial       Missouri            and Office

                 Walldorf,           Manufacturing                117,000
                   Germany             and Office

                 Chodov,             Manufacturing                  6,500
                   Czech Republic (4)   and Office

Lincoln          Jonesboro,          Manufacturing                426,000
 Automotive       Arkansas(5)         and Office

                 Nogales, Sonora     Manufacturing                 35,000
                   Mexico(6)

                 Mississauga,        Distribution                  30,000
                   Ontario             and Office

Schroff GmbH     Straubenhardt,      Manufacturing                523,000
                   Germany(7)          

Schroff S.A.     Betschdorf,         Manufacturing                210,000
                   France(8)           and Warehouse

Schroff U.K.     Hemel Hempstead,    Manufacturing                 37,000
                   England(2)          

Schroff U.K.     Hemel Hempstead,    Manufacturing                 22,000
                   England(2)(3)       

Schroff, Inc.    Warwick,            Manufacturing                 80,000
                   Rhode Island        and Office

                 Warwick,            Office and                    18,000
                   Rhode Island(9)     Assembly

Schroff K.K.     Meiwa-Cho,          Manufacturing                 23,500
                   Japan               

                         
NOTES:
  (1)  Leased for a 25-year term expiring in 1996, with options to renew for 
       two ten-year terms.  Currently leased under the first of the ten-year 
       options, expiring in 2006.
  (2)  Facilities are shared by Schroff U.K. & Hoffman U.K.  Total area is 
       59,000 square feet.
  (3)  Leased for a twenty-year term expiring in 2011.
  (4)  Leased for a three-year term expiring in 1998, with an option to renew
       for a one-year term.
  (5)  Includes approximately 51,000 sq. ft. warehouse and 3,000 sq. ft. 
       office leased for a three-year term which expires in 1995.
  (6)  Leased for a six-year term expiring in 1999.
  (7)  A small portion of this total facility has been leased for a 30-year 
       term expiring in 2011.
  (8)  Leased under two lease agreements expiring in 2002 and 2005.  Both 
       leases include a purchase option.
  (9)  Leased for a ten-year term expiring in 2000.  This lease includes 
       a purchase option.

Item 3.  Legal Proceedings.

The Registrant or its subsidiaries have been made parties to actions filed, 
or have been given notice of potential claims, relating to the conduct of its 
business, including those pertaining to product liability, environmental and 
employment matters.  Major matters which may have an impact on the Registrant
are discussed below.  The Registrant believes that it is remote that the 
outcome of such matters will have a material adverse effect on the 
Registrant's financial position or future results of operations, based on
current circumstances known to the Registrant.

Federal-Hoffman, Inc.  Federal Cartridge, a division of Federal-Hoffman, 
has been named by the EPA as a Potentially Responsible Party (PRP) in 
connection with a waste disposal site in Greer, South Carolina. 
The EPA issued an administrative order effective April 29, 1992 to 
Federal-Hoffman and 96 other entities to compel the cleanup of the Aqua-Tech 
Environmental, Inc. site.  Federal-Hoffman is working with a group of
other PRPs to negotiate with the EPA regarding the cleanup of the site.  
A surface cleanup of the site is complete.  Under interim allocations by 
the PRP group, Federal Cartridge paid $442,000 toward the cost of the surface 
cleanup.  Under current final allocation proposals,  Federal-Hoffman 
anticipates no additional payout for the surface cleanup.

On March 16, 1995, the EPA notified Federal Cartridge that it is a PRP 
related to the subsurface of the Aqua-Tech site.  The PRP group 
anticipates beginning a study of the soil and groundwater to determine the
extent of subsurface contamination.  The cost of such study, any necessary 
remediation and the size of allocation, if any, to Federal-Hoffman 
is unknown to the Registrant at this time.   Federal-Hoffman however,
anticipates its allocation in the subsurface action to be positively 
impacted by the nature of its waste and the fact that virtually all of its 
waste was accounted for and removed during the surface remediation.

In October 1992, Hoffman Engineering, a division of Federal-Hoffman, 
was also named as a PRP in connection with the Aqua-Tech site.  
Hoffman has settled out of both the surface and subsurface remediation as 
a de minimis party. 

Federal Cartridge, a division of Federal-Hoffman, and 79 manufacturers, 
distributors and retailers of ammunition and/or firearms were sued in 
July 1995 by a private environmental group pursuant to California Health and 
Safety Code Section 25249 (Proposition 65) and the Business and Professions 
Code Section 17200.  The lawsuit alleged violations of California law 
arising from exposure to lead from the discharge or cleaning of firearms.  
Claims were made for injunctive relief, statutory penalties and attorneys 
fees.  An industry-wide settlement was approved by the court in January 1996.
Federal Cartridge's share will be less than $10,000.

Porter-Cable Corporation.  In November 1993, the Tennessee Department 
of Environment and Conservation (TDEC) issued to Porter-Cable Corporation 
(Porter-Cable) and Rockwell International Corporation (Rockwell) an 
administrative order requiring them to investigate, and if necesssary clean up
alleged groundwater contamination at a manufacturing facility located in 
Madison County, Tennessee.  The facility was acquired by Porter Cable 
from Rockwell in 1981.  Porter Cable reached an agreement with Rockwell
regarding sharing costs and expenses related to investigation of the site.  
The Registrant believes that this matter is unlikely to result in material 
liability or material changes in operations.  No estimate of the projected 
response cost liability can be made based on information currently known to
the Company.

Discontinued Paper Operations. Responsibility for certain environmental 
obligations and potential liability of the Registrant's former Cross 
Pointe Paper Corporation subsidiary were retained by the Registrant as a
part of the sale of Cross Pointe. At the time of the sale, the Registrant 
established reserves for potential liabilities relating to environmental 
conditions existing on or before April 1995, based on extensive studies
of the sites involved.  Costs for certain of these environmental conditions 
are borne entirely by the Registrant; for other conditions, the Registrant 
bears only a portion of the costs which may be incurred in connection therewith.
In 1995, the Registrant paid approximately $585,000 in costs covered by those
reserves.  The Registrant is closely monitoring the status of all open 
environmental conditions and has established procedures with the buyer 
dealing with activities at the affected sites.

Few of the retained liabilities involve conditions or sites that are active 
at this time.  One matter, however, has been previously reported in the 
Company's Form 10-K for the year ended December 31, 1994.  In February 1994, 
the Miami mill (Miami) of Cross Pointe Paper Corporation was named a PRP 
in connection with the IWD/Cardington landfill in Moraine, Ohio.  
Waste haulers with whom Miami contracted to transport its flyash and paper 
and wood waste allegedly took it to this landfill for some time prior to its 
closure in 1980.  The EPA has identified 22 other PRPs at this time.  The 
cost of remediation of the site is estimated to be approximately $12 to $15 
million.  Miami recently settled this matter for $178,000.  Based on current
information available to it, the Registrant believes that this matter is 
unlikely to result in material future liability.

Responsibility for environmental obligations of the Registrant's former 
Niagara of Wisconsin Paper Corporation subsidiary and its two joint ventures, 
Lake Superior Paper Industries and Superior Recycled Fiber Industries, 
was not retained as part of the sale of these entities.  Customary warranties
were given regarding unknown environmental conditions at these sites, but 
the Registrant does not anticipate any significant liability therefor.

Product Liability Claims.   As of March 4, 1996, the Registrant or its 
subsidiaries are defendants in approximately 177 product liability lawsuits 
and have been notified of approximately 118 additional claims. The Registrant 
has had and currently has in place insurance coverage it deems adequate for 
its needs.  A substantial number of these lawsuits and claims are insured by 
Penwald, a regulated insurance company wholly owned by Registrant.  See 
discussion in Item 7 (MD&A - Insurance Subsidiary) and Item 8 (Note 1 to the
Financial Statements).    Accounting reserves covering the deductible 
portion of liability claims not covered by Penwald have been established 
and are reviewed on a regular basis.  The Registrant has not experienced 
unfavorable trends in either the severity or frequency of product 
liability claims.

Item 4.  Submission of Matters to a Vote of Security Holders.

During the fourth quarter, no matter was submitted to a vote of security 
holders.

                            PART II

Item 5.          Market for Registrant's Common Equity and Related 
                 Shareholder Matters.

Item 6.          Selected Financial Data.

Item 7.          Management's Discussion and Analysis of Financial 
                 Condition and Results of Operation.
       
Item 8.          Financial Statements and Supplementary Data.
       
For information required under Items 5 through 8, see the Registrant's 
Annual Report to Shareholders for the year ended December 31, 1995, 
as referenced on page 2 of this report.

Item 9.          Changes in and Disagreements with Accountants on Accounting 
                 and Financial Disclosure.
       
No changes in accountants or disagreements between the Registrant and its 
accountants regarding accounting principles or financial statement 
disclosures have occurred within the 24 months prior to the date of the
Registrant's most recent financial statements.

                            PART III

Item 10.        Directors and Executive Officers of the Registrant.

              EXECUTIVE OFFICERS OF THE REGISTRANT

The following are the executive officers of the Registrant.  Their term 
of office extends until the next annual meeting of the Board of Directors, 
scheduled for April 24, 1996, or until their successors are elected and
have qualified.

Winslow H. Buxton   56
                                   Chairman since January 15, 1993;
                                   President and Chief Executive Officer
                                   since August 1992; Chief Operating
                                   Officer, August 1990 - August 1992.
   
Richard J. Cathcart 51
                                   Executive Vice President since February
                                   1996; Executive Vice President,
                                   Corporate Development March 1995-
                                   February 1996; Vice President, Building
                                   Development of Honeywell, Inc. 1994 -
                                   March 1995; Vice President and General
                                   Manager of Honeywell's Worldwide
                                   Building Control Division 1992 - 1994;
                                   Vice President and General Manager
                                   Honeywell's U.S. Operations of Building
                                   Control Division, 1988-1991.
                                        
Joseph R. Collins   54
                                   Executive Vice President since March
                                   1995; Senior Vice President - Specialty
                                   Products August 1991 - February 1995;
                                   Acting Chief Financial Officer, June 1993 
                                   - March 1994; President, Delta
                                   International Machinery Corporation
                                   (subsidiary of the Registrant), October
                                   1984 -  August 1991.
                                        
James H. Frank      56
                                   Senior Vice President, Enclosures since
                                   March 1996; Co-President of Schroff
                                   (subsidiary of Registrant) March 1994 -
                                   February 1996; President of Hoffman
                                   Engineering (division of Registrant)
                                   December 1989 - March 1994. 

David D. Harrison  48
                                   Executive Vice President since March
                                   1995 and Chief Financial Officer since
                                   March 1994; Senior Vice President
                                   March 1994 - February 1995;  Vice-President,
                                   Finance and Information Technology of 
                                   the GE Canada Appliance Component
                                   subsidiary of General Electric, 
                                   August 1992 - March 1994; and
                                   Vice President, Finance and Deputy
                                   Executive Officer of the GE Europe
                                   Lighting Component subsidiary of
                                   General Electric, January 1990 - July
                                   1992. 

Ronald V. Kelly     59
                                   Senior Vice President, Business
                                   Development since February 1996; 
                                   Senior Vice President - Long Range
                                   Planning September 1994 - February
                                   1996; Senior Vice President - Paper
                                   Products,  August 1991 - September
                                   1994; Vice President - Specialty
                                   Products, March 1989 - August 1991.
                                        
Gerald C. Kitch     58
                                   Executive Vice President, President
                                   International Business Development
                                   since February 1996; Executive Vice
                                   President March 1995 - February 1996;
                                   Senior Vice President - General
                                   Industrial Equipment August 1991 -
                                   February 1995; Vice President - General
                                   Industrial Equipment, March 1989 -
                                   August 1991.
                                        
Debby S. Knutson    41
                                   Vice President, Human Resources since
                                   September 1994; Assistant Vice
                                   President, Human Resources , August
                                   1993 - September 1994; Vice President
                                   Human Resources of Hoffman
                                   Engineering (division of Registrant) July
                                   1990 - August 1993.
                                        
Roy T. Rueb         55
                                  Vice President, Treasurer since October
                                  1986 and Secretary since June 1994.

There is no family relationship between any of the executive officers 
or directors.

Item 11.    Executive Compensation.
      
Item 12.    Security Ownership of Certain Beneficial Owners and Management.
       
For information required under Items 11 and 12, see the Registrant's Proxy 
Statement for the 1996 Annual Meeting of Shareholders referenced on page 2 
of this report.

Item 13.    Certain Relationships and Related Transactions.

No relationships or transactions existed that require disclosure under Item 13.

                            PART IV

Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.
       
(a)  Financial Statements and Exhibits.

1.    The following consolidated financial statements of Pentair, Inc. 
and subsidiaries, together with the Report of Independent Certified 
Public Accountants, found on pages 28 to 57 of the Registrant's Annual
Report to Shareholders for the year ended December 31, 1995, are hereby 
incorporated by reference in this Form 10-K.

                                                         Page of Annual Report
Report of Independent Certified Public Accountants       36

Consolidated Statements of Income 
for Years Ended December 31, 1995,
1994 and 1993                                            37

Consolidated Balance Sheets as of
December 31, 1995 and 1994                               38 - 39

Consolidated Statements of Cash Flows
for Years Ended December 31, 1995,
1994 and 1993                                            41

Notes to Consolidated Financial
Statements                                               42 - 56

2.  The additional financial data listed below is included as exhibits to 
this Form 10-K Report and should be read in conjunction with the 
consolidated financial statements presented in the 1995 Annual
Report to Shareholders.

     Report of Independent Certified Public Accountants

     Schedule for the years ended December 31, 1995, 1994 and 1993:

       VIII- Valuation and Qualifying Accounts

3.  The following exhibits are included with this Report on Form 10-K 
(or incorporated by reference) as required by Item 601 of Regulation S-K.

Exhibit
Number           Description

(3.1)  Restated Articles of Incorporation 
       as amended through April 19, 1995.

(3.2)  Resolution Establishing and Designating 
       $7.50 Callable Cumulative Convertible Preferred
       Stock, Series 1988, as a series of Preferred 
       Stock of Pentair, Inc.

(3.3)  Resolution Establishing and Designating 8% 
       Callable Cumulative Voting Convertible
       Preferred Stock, Series 1990, as a series of 
       Preferred Stock of Pentair, Inc.

(3.4)  Second Amended and Superseding By-Laws as 
       amended through July 21, 1995.

(4.1)  Restated Articles of Incorporation, as amended, 
       and Second Amended and Superseding
       By-Laws, as amended (see Exhibits 3.1 - 3.4 above).

(4.2)  Rights Agreement as of July 21, 1995 between 
       Norwest Bank N.A. and Pentair, Inc.

(4.3)  Bid Loan Agreement dated December 14, 1988 
       between the Company, Continental Bank
       N.A. for itself and as Agent, Morgan Guaranty 
       Trust Company of New York, Morgan Bank
       (Delaware), First Bank National Association, 
       Norwest Bank Minnesota, N.A., and Mellon
       Bank, N.A.

(4.4)  First Amendment to Bid Loan Agreement dated 
       January 1, 1991 between the Company,
       Continental Bank N.A. for itself and as Agent, 
       Morgan Guaranty Trust Company of New
       York, Morgan Bank (Delaware), First Bank 
       National Association, Norwest Bank Minnesota,
       N.A., and NBD Bank, N.A. (Amending Exhibit 4.3). 

(4.5)  Second Amendment to Bid Loan Agreement dated as 
       of February 11, 1994 between
       Pentair, Inc., Continental Bank N.A. for itself 
       and as Agent, 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. (Amending Exhibit 4.3). 

(4.6)  $125,000,000 Facility Agreement dated as of 
       February 11, 1994 between Pentair, Inc.,
       Continental Bank N.A. for itself and as Agent, 
       Morgan Guaranty Trust Company of New
       York for itself and as Agent, NBD Bank, N.A., 
       and J. P. Morgan Delaware.

(4.7)  Amendment Number One to Facility Agreement 
       dated as of November 1, 1994  between
       Pentair, Inc., Bank of America Illinois (formerly 
       known as Continental Bank N.A.) for itself
       and as Agent, Morgan Guaranty Trust Company of New 
       York for itself and as Agent, NBD
       Bank, N.A., and J. P. Morgan Delaware. (Amending Exhibit 4.6)

(4.8)  $45,000,000 Facility Agreement dated as of February 
       11, 1994 between Pentair, Inc., First
       Bank National Association, for itself and as Agent, 
       and Norwest Bank Minnesota N.A. 

(4.9)  Amendment Number One to Facility Agreement dated as 
       of November 1, 1994  between
       Pentair, Inc., First Bank National Association, for 
       itself and as Agent, and Norwest Bank
       Minnesota N.A.(Amending Exhibit 4.8)

(4.10) DM 115,000,000 Facility Agreement dated as of February 
       11, 1994 between EuroPentair,
       GmbH as Borrower, Pentair, Inc., as Guarantor, Morgan 
       Guaranty Trust Company of New
       York for itself and as Agent, Continental Bank N.A., for 
       itself and as Agent, NBD  Bank, N.A. and Dresdner Bank.

(4.11) Amendment Number One to Facility Agreement dated as 
       of November 1, 1994  between
       EuroPentair, GmbH as Borrower, Pentair, Inc., as 
       Guarantor, Morgan Guaranty Trust
       Company of New York for itself and as Agent, Bank 
       of America Illinois(formerly known as
       Continental Bank N.A.), for itself and as Agent, 
       NBD  Bank, N.A. and Dresdner Bank.
       (Amending Exhibit 4.10)

(4.12) Amendment Number Two to Facility Agreement dated as 
       of February 15, 1995  between
       EuroPentair, GmbH as Borrower, Pentair, Inc., 
       as Guarantor, Morgan Guaranty Trust
       Company of New York for itself and as Agent, 
       Bank of America Illinois(formerly known as
       Continental Bank N.A.), for itself and as Agent, 
       NBD  Bank, N.A. and Dresdner Bank .
       (Amending Exhibit 4.10)

(4.13) Restatement of Credit Agreement dated July 11, 
       1989 between Federal-Hoffman, Inc. and
       First Bank National Association.

(4.14) Second Amendment to Restatement of Credit Agreement 
       dated as of January 19, 1993
       between Federal-Hoffman, Inc., Pentair, Inc., and 
       First Bank National Association
       (Amending Exhibit 4.13) .

(4.15) Third Amendment to Restatement of Credit Agreement 
       dated as of December 31, 1994
       between Federal-Hoffman, Inc., Pentair, Inc., and 
       First Bank National Association
       (Amending Exhibit 4.13)

(4.16) $35,000,000 Note Purchase Agreement dated March 25, 
       1991  between Pentair, Inc. and
       Nationwide Life Insurance Company.

(4.17) $25,000,000 Note Purchase Agreement dated December 13, 
       1991  between Pentair, Inc.
       and Principal Mutual Life Insurance Company.

(4.18) $15,000,000 Note Purchase Agreement dated November 1, 
       1992  between Pentair, Inc.
       and Nationwide Life Insurance Company.

(4.19) $15,000,000 Note Purchase Agreement dated January 15, 
       1993  between Pentair, Inc. and
       Principal Mutual Life Insurance Company.

(4.20) $70,000,000 Senior Notes Purchase Agreement dated 
       as of April 30, 1993 between
       Pentair, Inc. and United of Omaha Life Insurance 
       Company, Companion Life Insurance
       Company, Principal Mutual Life Insurance Company, 
       Nippon Life Insurance Company of
       America, Lutheran Brotherhood, American United 
       Life Insurance Company, Modern
       Woodmen of America, The Franklin Life Insurance 
       Company and Ameritas Life Insurance Corp.

(10.1) Agreements dated February 8, 1978 and February 9, 
       1982 between the Company and D. Eugene Nugent.

(10.2) Agreement dated February 8, 1984 (Amending Exhibit 10.1).

(10.3) Agreement dated December 17, 1985 (Amending Exhibit 10.1).

(10.4) Agreement dated May 7, 1990 (Amending Exhibit 10.1).

(10.5) Company's Supplemental Employee Retirement Plan effective June 16, 1988.

(10.6) Company's 1986 Nonqualified Stock Option Plan. 

(10.7) Company's 1990 Omnibus Stock Incentive Plan.

(10.8) Company's Management Incentive Plan as amended to January 12, 1990.

(10.9) Employee Stock Purchase and Bonus Plan as amended and 
       restated effective January 1, 1992.

(10.10)Company's Flexible Perquisite Program as amended to January 1, 1989.

(10.11)Form of 1986 Management Assurance Agreement (Revised 1990) 
       between the Company and certain key employees.

(10.12)Company's Third Amended and Restated Compensation Plan for 
       Non-Employee Directors as amended to January 1, 1992.

(10.13)Company's Outside Directors Nonqualified Stock Option Plan 
       dated January 22, 1988. 

(10.14)First Amendment to Outside Directors Nonqualified Stock Option 
       Plan (Amending Exhibit 10.13).

(10.15)Second Amendment to Outside Directors Nonqualified Stock Option 
       Plan (Amending Exhibit 10.13).

(10.16)Pentair, Inc. Deferred Compensation Plan effective January 1, 1993.

(10.17)Pentair, Inc. Non-Qualified Deferred Compensation Plan effective 
       January 1, 1996

(10.18)Trust Agreement for Pentair, Inc. Non-Qualified Deferred Compensation 
       Plan between Pentair, Inc. And State Street Bank and Trust Company

(10.19)Cash Deficiency Agreement dated December 31, 1987 among Pentair 
       Duluth Corp., as Joint Venturer, Associated Southern 
       Investment Company, as Owner Participant, The
       Connecticut Bank and Trust Company, National Association, 
       as Indenture Trustee, and First National Bank of Minneapolis, 
       as Owner Trustee.  Cash Deficiency Agreements also
       were entered into with respect to each of the other four Owner 
       Participants:  Dana Lease Finance Corporation, NYNEX Credit Company, 
       Public Service Resources Corporation, and Southern Indiana Properties,
       Inc.

(10.20)Keepwell Agreement and Assignment dated December 31, 1987 among 
       Pentair, Inc., as Sponsor, Pentair Duluth Corp., 
       as Joint Venturer, and First National Bank of Minneapolis,
       as Owner Trustee; although First Minneapolis executed this 
       filed document as Owner Trustee for Associated Southern Investment 
       Company, additional Keepwell Agreements and Assignments 
       were entered into by First Minneapolis as Owner Trustee for the other
       four Owner Participants listed in the description of Exhibit 10.19 above.

(10.21)Definition of Terms for Financing Agreement dated December 31, 1987 
       and the Transaction Documents Referred to Therein:  Sale and Leaseback 
       of Undivided Interest in Lake Superior Paper Industries' Supercalendered 
       Paper Mill; although this filed document supplies the definitions 
       applicable to the agreements filed as Exhibits 10.19 and 10.20
       above, there were four additional sets of definitions that supply 
       the definitions for the other sets of agreements referred to in the 
       descriptions of those Exhibits with respect to the various Owner 
       Participants.

(10.22)Loan and Stock Purchase Agreement dated March 7, 1990 between the 
       Company and the Pentair, Inc. Employee Stock Ownership Plan 
       Trust, acting through State Street Bank and Trust Company, as Trustee.

(10.23)$56,499,982 Promissory Note dated March 7, 1990 of the Pentair, Inc. 
       Employee Stock Ownership Plan Trust, acting through State 
       Street Bank and Trust Company, as Trustee, to the Company.

(10.24)Agreement for Sale and Purchase of Stock of Cross Pointe Paper 
       Corporation between Pentair, Inc. and Noranda Forest, Inc. 
       dated February 21, 1995 (including Exhibits and only Schedule 13).

(11)   Statement regarding computation of earnings per share. 

(13)   Annual Report to Shareholders for period ended December 31, 1995.

(21)   Subsidiaries of Registrant.

(23)   Consent of Deloitte & Touche. 

(27)   Financial Data Schedules. 

EXHIBIT INDEX

Exhibit
Number Description

(3.1)  Restated Articles of Incorporation as amended through 
       April 19, 1995 (Incorporated by
       reference to Exhibit 3.1 to the Company's 
       Form 10-Q for the quarter ended June 30, 1995).

(3.2)  Resolution Establishing and Designating $7.50 Callable 
       Cumulative Convertible Preferred
       Stock, Series 1988, as a series of Preferred Stock 
       of Pentair, Inc. (Incorporated by
       reference to Exhibit 4.1 to Amendment No. 1 
       to the Company's Current Report on Form 8-K filed December 30, 1988).

(3.3)  Resolution Establishing and Designating 8% Callable 
       Cumulative Voting Convertible
       Preferred Stock, Series 1990, as a series of 
       Preferred Stock of Pentair, Inc. (Incorporated
       by reference to Exhibit 4 to the Company's Current 
       Report on  Form 8-K filed March 21, 1990).

(3.4)  Second Amended and Superseding By-Laws as amended 
       through July 21, 1995
       (Incorporated by reference to Exhibit 3.2 to the 
       Company's Form 10-Q for the quarter
       ended June 30, 1995).

(4.1)  Restated Articles of Incorporation, as amended, 
       and Second Amended and Superseding
       By-Laws, as amended (see Exhibits 3.1 - 3.4 above).

(4.2)  Rights Agreement dated as of July 21, 1995 between 
       Norwest Bank N.A. and Pentair, Inc.
       (Incorporated by reference to Exhibit 4.1 to the 
       Company's Form 10-Q for the quarter
       ended June 30, 1995).

(4.3)  Bid Loan Agreement dated December 14, 1988 between 
       the Company, Continental Bank
       N.A. for itself and as Agent, Morgan Guaranty 
       Trust Company of New York, Morgan Bank
       (Delaware), First Bank National Association, 
       Norwest Bank Minnesota, N.A., and Mellon
       Bank, N.A. (Incorporated by reference to Exhibit 
       4.2 to Amendment No. 1 to the Company's
       Current Report on Form 8-K filed December 30, 1988).

(4.4)  First Amendment to Bid Loan Agreement dated January 
       1, 1991 between the Company,
       Continental Bank N.A. for itself and as Agent, 
       Morgan Guaranty Trust Company of New
       York, Morgan Bank (Delaware), First Bank National 
       Association, Norwest Bank Minnesota,
       N.A., and NBD Bank, N.A. (Amending Exhibit 4.3)
       (Incorporated by reference to Exhibit 4.9
       to the Company's Annual Report on Form 10K for 
       the year ended December 31, 1990).

(4.5)  Second Amendment to Bid Loan Agreement dated as 
       of February 11, 1994 between
       Pentair, Inc., Continental Bank N.A. for itself 
       and as Agent, 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. (Amending 
       Exhibit 4.3) (Incorporated by
       reference to Exhibit 4.3 to the Company's Current 
       Report on Form 8-K filed March 14, 1994).

(4.6)  $125,000,000 Facility Agreement dated as of February 
       11, 1994 between Pentair, Inc.,
       Continental Bank N.A. for itself and as Agent, 
       Morgan Guaranty Trust Company of New
       York for itself and as Agent, NBD Bank, N.A., and 
       J. P. Morgan Delaware (Incorporated by
       reference to Exhibit 4.1 to the Company's Current 
       Report on Form 8-K filed March 14, 1994).

(4.7)  Amendment Number One to Facility Agreement dated as 
       of November 1, 1994  between
       Pentair, Inc., Bank of America Illinois (formerly 
       known as Continental Bank N.A.) for itself
       and as Agent, Morgan Guaranty Trust Company of 
       New York for itself and as Agent, NBD
       Bank, N.A., and J. P. Morgan Delaware. (Amending 
       Exhibit 4.6) (Incorporated by reference
       to Exhibit 4.9 to the Company's Annual Report on 
       Form 10K for the year ended December 31, 1994).

(4.8)  $45,000,000 Facility Agreement dated as of February 
       11, 1994 between Pentair, Inc., First
       Bank National Association, for itself and as Agent, 
       and Norwest Bank Minnesota N.A.
       (Incorporated by reference to Exhibit 4.2 to the 
       Company's Current Report on Form 8-K filed March 14, 1994).

(4.9)  Amendment Number One to Facility Agreement dated as 
       of November 1, 1994  between
       Pentair, Inc., First Bank National Association, 
       for itself and as Agent, and Norwest Bank
       Minnesota N.A.(Amending Exhibit 4.8) (Incorporated 
       by reference to Exhibit 4.11 to the
       Company's Annual Report on Form 10K for the year ended 
       December 31, 1994).

(4.10) DM 115,000,000 Facility Agreement dated as of February 
       11, 1994 between EuroPentair,
       GmbH as Borrower, Pentair, Inc., as Guarantor, 
       Morgan Guaranty Trust Company of New
       York for itself and as Agent, Continental Bank N.A.,
       for itself and as Agent, NBD  Bank,
       N.A. and Dresdner Bank (Incorporated by reference 
       to Exhibit 4.4 to the Company's
       Current Report on Form 8-K filed March 14, 1994).

(4.11) Amendment Number One to Facility Agreement dated 
       as of November 1, 1994  between
       EuroPentair, GmbH as Borrower, Pentair, Inc., 
       as Guarantor, Morgan Guaranty Trust
       Company of New York for itself and as Agent, Bank 
       of America Illinois(formerly known as
       Continental Bank N.A.), for itself and as Agent, 
       NBD  Bank, N.A. and Dresdner Bank.
       (Amending Exhibit 4.10) (Incorporated by reference to 
       Exhibit 4.13 to the Company's
       Annual Report on Form 10K for the year ended December 31, 1994).

(4.12) Amendment Number Two to Facility Agreement dated 
       as of February 15, 1995  between
       EuroPentair, GmbH as Borrower, Pentair, Inc., 
       as Guarantor, Morgan Guaranty Trust
       Company of New York for itself and as Agent, 
       Bank of America Illinois(formerly known as
       Continental Bank N.A.), for itself and as Agent, 
       NBD  Bank, N.A. and Dresdner Bank .
       (Amending Exhibit 4.10) (Incorporated by 
       reference to Exhibit 4.14 to the Company's
       Annual Report on Form 10K for the year ended December 31, 1994).

(4.13) Restatement of Credit Agreement dated July 11, 1989 
       between Federal-Hoffman, Inc. and
       First Bank National Association (Incorporated by 
       reference to Exhibit 4.10 to the
       Company's Form 10-K for the year ended December 31, 1989).

(4.14) Second Amendment to Restatement of Credit Agreement 
       dated as of January 19, 1993
       between Federal-Hoffman, Inc., Pentair, Inc., and 
       First Bank National Association
       (Amending Exhibit 4.13) (Incorporated by reference 
       to Exhibit 4.13 to the Company's Form
       10-K for the year ended December 31, 1992).

(4.15) Third Amendment to Restatement of Credit Agreement 
       dated as of December 31, 1994
       between Federal-Hoffman, Inc., Pentair, Inc., and 
       First Bank National Association
       (Amending Exhibit 4.13). (Incorporated by reference 
       to Exhibit 4.17 to the Company's
       Annual Report on Form 10K for the year ended December 31, 1994).

(4.16) $35,000,000 Note Purchase Agreement dated March 25, 
       1991  between Pentair, Inc. and
       Nationwide Life Insurance Company.  (Incorporated by 
       reference to Exhibit 4.14 to the
       Company's Registration Statement on Form S-8 filed August 6, 1991).

(4.17) $25,000,000 Note Purchase Agreement dated December 13, 
       1991  between Pentair, Inc.
       and Principal Mutual Life Insurance Company.  (Incorporated 
       by reference to Exhibit 4.15
       to the Company's Registration Statement on Form S-8 filed 
       January 13, 1992).

(4.18) $15,000,000 Note Purchase Agreement dated November 1, 1992
       between Pentair, Inc.
       and Nationwide Life Insurance Company (Incorporated by 
       reference to Exhibit 4.16 to the
       Company's Form 10-K for the year ended December 31, 1992).

(4.19) $15,000,000 Note Purchase Agreement dated January 15, 1993
       between Pentair, Inc. and
       Principal Mutual Life Insurance Company (Incorporated by
       reference to Exhibit 4.17 to the
       Company's Form 10-K for the year ended December 31, 1992).

(4.20) $70,000,000 Senior Notes Purchase Agreement dated as of 
       April 30, 1993 between
       Pentair, Inc. and United of Omaha Life Insurance Company,
       Companion Life Insurance
       Company, Principal Mutual Life Insurance Company, 
       Nippon Life Insurance Company of
       America, Lutheran Brotherhood, American United Life 
       Insurance Company, Modern
       Woodmen of America, The Franklin Life Insurance Company
       and Ameritas Life Insurance
       Corp (Incorporated by reference to Exhibit 4.17 to the
       Company's Form 10-K for the year
       ended December 31, 1993).

(10.1) Agreements dated February 8, 1978 and February 9, 1982
       between the Company and D.
       Eugene Nugent (Incorporated by reference to Exhibit
       10.2 to the Company's Registration
       Statement on Form S-2 filed June 24, 1983).

(10.2) Agreement dated February 8, 1984 (Amending Exhibit 10.1)
       (Incorporated by reference to
       Exhibit 10.4 to the Company's Annual Report on Form 
       10-K for the year ended December 31, 1983).

(10.3) Agreement dated December 17, 1985 (Amending Exhibit 10.1)
       (Incorporated by reference
       to Exhibit 10.6 to the Company's Annual Report on Form 
       10-K for the year ended December 31, 1985).

(10.4) Agreement dated May 7, 1990 (Amending Exhibit 10.1).
       (Incorporated by reference to
       Exhibit 10.4 to the Company's Annual Report on Form 
       10K for the year ended December 31, 1990).

(10.5) Company's Supplemental Employee Retirement Plan 
       effective June 16, 1988
       (Incorporated by reference to Exhibit 10.10 to 
       the Company's Annual Report on Form 10-K
       for the year ended December 31, 1989).

(10.6) Company's 1986 Nonqualified Stock Option Plan 
       (Incorporated by reference to Exhibit
       10.14 to the Company's Annual Report on Form 10-K
       for the year ended December 31, 1986).

(10.7) Company's 1990 Omnibus Stock Incentive Plan 
       (Incorporated by reference to Exhibit
       10.16 to the Company's Annual Report on Form 
       10-K for the year ended December 31, 1989).

(10.8) Company's Management Incentive Plan as amended 
       to January 12, 1990 (Incorporated by
       reference to Exhibit 10.17 to the Company's Annual 
       Report on Form 10-K for the year
       ended December 31, 1989).

(10.9) Employee Stock Purchase and Bonus Plan as amended and
       restated effective January 1,
       1992 (Incorporated by reference to Exhibit 10.16 to 
       the Company's Annual Report on Form
       10-K for the year ended December 31, 1991). 

(10.10)Company's Flexible Perquisite Program as amended 
       to January 1, 1989 (Incorporated by
       reference to Exhibit 10.20 to the Company's Annual 
       Report on Form 10-K for the year
       ended December 31, 1989).

(10.11)Form of 1986 Management Assurance Agreement (Revised 
       1990) between the Company
       and certain executive officers (Incorporated by 
       reference to Exhibit 10.22 to the Company's
       Annual Report on Form 10-K for the year ended December 31, 1989).

(10.12)Company's Third Amended and Restated Compensation 
       Plan for Non-Employee Directors
       as amended to January 1, 1992.  (Incorporated by 
       reference to Exhibit 10.1 to the
       Company's Registration Statement on Form S-8 filed January 13, 1992).

(10.13)Company's Outside Directors Nonqualified Stock Option 
       Plan dated January 22, 1988
       (Incorporated by reference to Exhibit 10.20 to the 
       Company's Annual Report on Form 10-K
       for the year ended December 31, 1987).

(10.14)First Amendment to Outside Directors Nonqualified 
       Stock Option Plan (Amending Exhibit
       10.13) (Incorporated by reference to Exhibit 10.22 
       to the Company's Annual Report on
       Form 10-K for the year ended December 31, 1991).

(10.15)Second Amendment to Outside Directors Nonqualified 
       Stock Option Plan (Amending
       Exhibit 10.13) (Incorporated by reference to 
       Exhibit 10.23 to the Company's Annual Report
       on Form 10-K for the year ended December 31, 1991).

(10.16)Pentair, Inc. Deferred Compensation Plan effective 
       January 1, 1993 (Incorporated by
       reference to Exhibit 10.21 to the Company's Form 
       10-K for the year ended December 31, 1992).

(10.17)Pentair, Inc. Non-Qualified Deferred Compensation 
       Plan effective January 1, 1996

(10.18)Trust Agreement for Pentair, Inc. Non-Qualified 
       Deferred Compensation Plan between
       Pentair, Inc. And State Street Bank and Trust Company

(10.19)Cash Deficiency Agreement dated December 
       31, 1987 among Pentair Duluth Corp., as
       Joint Venturer, Associated Southern 
       Investment Company, as Owner Participant, The
       Connecticut Bank and Trust Company, 
       National Association, as Indenture Trustee, and
       First National Bank of Minneapolis, as 
       Owner Trustee.  Cash Deficiency Agreements also
       were entered into with respect to each of the 
       other four Owner Participants:  Dana Lease
       Finance Corporation, NYNEX Credit Company, 
       Public Service Resources Corporation,
       and Southern Indiana Properties, Inc. (Incorporated 
       by reference to Exhibit 10.1 to
       Amendment No. 1 to the Company's Current Report 
       on Form 8-K filed April 26, 1988).

(10.20)Keepwell Agreement and Assignment dated December 
       31, 1987 among Pentair, Inc., as
       Sponsor, Pentair Duluth Corp., as Joint Venturer,
       and First National Bank of Minneapolis,
       as Owner Trustee; although First Minneapolis 
       executed this filed document as Owner
       Trustee for Associated Southern Investment 
       Company, additional Keepwell Agreements
       and Assignments were entered into by First 
       Minneapolis as Owner Trustee for the other
       four Owner Participants listed in the description 
       of Exhibit 10.19 above (Incorporated by
       reference to Exhibit 10.2 to Amendment No. 1 
       to the Company's Current Report on Form
       8-K filed April 26, 1988).

(10.21)Definition of Terms for Financing Agreement 
       dated December 31, 1987 and the
       Transaction Documents Referred to Therein:  
       Sale and Leaseback of Undivided Interest in
       Lake Superior Paper Industries' Supercalendered 
       Paper Mill; although this filed document
       supplies the definitions applicable to the 
       agreements filed as Exhibits 10.19 and 10.20
       above, there were four additional sets of 
       definitions that supply the definitions for the other
       sets of agreements referred to in the descriptions 
       of those Exhibits with respect to the
       various Owner Participants (Incorporated by 
       reference to Exhibit 10.3 to Amendment No. 1
       to the Company's Current Report on Form 8-K filed April 26, 1988).

(10.22)Loan and Stock Purchase Agreement dated March 7, 
       1990 between the Company and the
       Pentair, Inc. Employee Stock Ownership Plan 
       Trust, acting through State Street Bank and
       Trust Company, as Trustee (Incorporated by 
       reference to Exhibit 10.1 to the Company's
       Current Report on Form 8-K filed March 21, 1990).

(10.23)$56,499,982 Promissory Note dated March 7, 1990 
       of the Pentair, Inc. Employee Stock
       Ownership Plan Trust, acting through State Street 
       Bank and Trust Company, as Trustee, to
       the Company (Incorporated by reference to Exhibit 
       10.2 to the Company's Current Report
       on Form 8-K filed March 21, 1990).

(10.24)Agreement for Sale and Purchase of Stock of Cross 
       Pointe Paper Corporation between
       Pentair, Inc. and Noranda Forest, Inc. dated 
       February 21, 1995 (including Exhibits and only
       Schedule 13)(Incorporated by reference to Exhibit 
       2.1 to the Company's Current Report on
       Form 8-K filed April 17, 1995).

(11)   Statement regarding computation of earnings per share. 

(13)   Annual Report to Shareholders for period ended December 31, 1995.

(21)   Subsidiaries of Registrant.

(23)   Consent of Deloitte & Touche. 

(27)   Financial Data Schedules.

(b)  Reports on Form 8-K.
       
A report on Form 8-K was filed on November 15, 1995 regarding 
the purchase of Fleck Controls, Inc. of Brookfield, Wisconsin.

                           SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                                   PENTAIR, INC.

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

Dated:  March 22, 1996

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has also been signed by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.

By /s/ Winslow H. Buxton                           Dated:  March 22, 1996
   Winslow H. Buxton,
   Chairman, President and
   Chief Executive Officer, Director

By /s/  George N. Butzow                           Dated:  March 22, 1996
   George N. Butzow,
   Director

By /s/ Charles A. Haggerty                         Dated:  March 22, 1996
   Charles A. Haggerty,
   Director

 By /s/  Harold V. Haverty                         Dated:  March 22, 1996
   Harold V. Haverty,
   Director

By /s/  Quentin J. Hietpas                         Dated:  March 22, 1996
   Quentin J. Hietpas,
   Director

By /s/  Walter Kissling                            Dated:  March 22, 1996
   Walter Kissling,
   Director

By /s/ D.  Eugene Nugent                           Dated:  March 22, 1996
   D. Eugene Nugent,
   Director

By /s/ Richard M. Schulze                          Dated:  March 22, 1996
   Richard M. Schulze,
   Director

By /s/ Karen E. Welke                              Dated:  March 22, 1996
   Karen E. Welke,
   Director

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 

Pentair, Inc.:

We have audited the consolidated financial statements of Pentair, Inc. and 
subsidiaries as of December 31, 1995 and 1994, and for each of the 
three years in the period ended December 31, 1995, and have issued
our report thereon dated February 9, 1996; such financial statements 
and report are included in your 1995 Annual Report to Shareholders and 
are incorporated herein by reference.  Our audits also included the
financial statement schedule of Pentair, Inc. and subsidiaries listed 
in Item 14.  This financial statement schedule is the responsibility of 
the Company's management.  Our responsibility is to express an opinion
based on our audits.  In our opinion, such financial statement schedule, 
when considered in relation to the basic financial statements taken as a 
whole, presents fairly in all material respects the information set forth
therein.

DELOITTE & TOUCHE

Minneapolis, Minnesota
February 9, 1996

                                 SCHEDULE VIII

                        PENTAIR, INC. AND SUBSIDIARIES

                       VALUATION AND QUALIFYING ACCOUNTS
                     FOR THE THREE YEARS ENDED DECEMBER 31

COLUMN A         COLUMN B     COLUMN C             COLUMN D        COLUMN E 

                 BALANCE AT   ADDITIONS -                           BALANCE
                 BEGINNING    CHARGED TO COSTS     DEDUCTIONS-      AT END OF
($ THOUSANDS)    OF PERIOD    AND EXPENSES         WRITE-OFFS       PERIOD 

Allowance for
  doubtful
  accounts and
  notes receivables

                                                         
 1993             4,676              1,389             (613)         5,452
 1994             5,452              2,634             (897)         7,189
 1995             7,189                782             (131)         7,840

                PENTAIR, INC.

NON-QUALIFIED DEFERRED COMPENSATION
PLAN

As Amended and Restated Effective January 1, 1996

                     

                     
                PENTAIR, INC.

NON-QUALIFIED DEFERRED COMPENSATION
PLAN

                  ARTICLE I

HISTORY, PURPOSE AND EFFECTIVE DATE OF PLAN

     Effective January 1, 1993, Pentair, Inc. ("Pentair")
established a non-qualified deferred compensation plan
(the "Plan") for the benefit of certain management and
highly compensated employees of Pentair and various
companies in the Pentair controlled group.  Under the
Plan, participants could elect to defer receipt of base
and bonus compensation in exchange for the unfunded,
unsecured promise of the participant's employing company
to pay the amounts deferred, plus earnings, at the time
and in the manner selected by the participant when making
a deferral election.  Until the time of payment, the
amounts deferred under the Plan, adjusted for any earnings
credited with respect to those amounts, remain subject to
the claims of the general creditors of the participant's
employing company.

     Pentair now hereby amends and restates the Plan,
effective January 1, 1996.  The amended and restated Plan
continues to permit eligible employees of Pentair and
companies in the Pentair controlled group to defer receipt
of base and bonus compensation in exchange for the
unsecured promise of the participant's employing company
to pay these amounts, as adjusted for earnings or losses
by reference to deemed investment options selected by each
participant.  The Plan, as amended and restated, also
provides for the replacement of benefits no longer
available to certain participants under the Pentair
Retirement Savings and Stock Incentive Plan due to certain
limitations imposed by the Internal Revenue Code.

     The Plan, as amended and restated, is for the
benefit of a select group of management and highly
compensated employees.  Benefits under the Plan are
unfunded, unsecured general obligations of Pentair and
participating companies in the Pentair controlled group. 
Plan participants have the status of unsecured general
creditors of their employing company.  Any assets acquired
or set aside for purposes of providing this deferred
compensation may be held in a grantor trust as the
property of the participant's employing company and
subject to the claims of its general creditors.  To the
extent any assets are held in a grantor trust, the terms
and provisions of the trust document will control in all
cases where they are in conflict with the Plan.

                 ARTICLE II

        DEFINITIONS AND CONSTRUCTION

     Section 2.1    Definitions.  Unless the context
clearly or necessarily indicates the contrary, when
capitalized the following words and phrases shall have the
meanings shown when used in this Article or other parts of
the Plan.

          (1)  "Accounts" are the accounts under the
Plan to be maintained for each Participant.

          (2)  "Base Compensation" is all remuneration
items paid to or on behalf of a Participant for services
rendered to the Employer as an Employee as listed or
described in the left-hand column of Schedule 1, and
excluding any such items listed or described in the right-hand 
column of Schedule 1.  Base salary shall be
determined in accordance with customary and usual payroll
practices of an Employer, and shall include or not include
items of remuneration not listed or described in Schedule
1 as determined by the Committee; provided, however, the
Committee shall exercise its discretion with respect to
similarly situated Participants in a uniform and non-
discriminatory manner.  For purposes of the Plan, in no
event shall Base Compensation include any item included in
the definition of Bonus Compensation, regardless of
whether listed or described in Schedule 1.

          (3)  "Before-tax Deposits" are deposits made
at the direction of a Participant pursuant to Section 3.2.

          (4)  "Beneficiary" is the person, trust or
other entity designated by a Participant to receive
benefits accumulated hereunder in the event of the
Participant's death. If a Participant is married at the
time of death, the Beneficiary shall be the Participant's
Spouse at such time, unless (i) such Spouse has consented
in writing to the designation of a different Beneficiary,
(ii) such consent is witnessed by a Plan representative
appointed by the Committee or a notary public, and (iii)
the Participant is survived by a Beneficiary designated as
such in the manner described above. 

          (5)  "Bonus Compensation" is compensation
awarded to an Employee pursuant to the Employer's
Management Incentive Plan, and may also include annual
bonuses or other items of extraordinary compensation as
determined by the Committee; provided, however, the
Committee shall exercise its discretion with respect to
similarly situated Participants in a uniform and
nondiscriminatory manner.

          (6)  "Code" is the Internal Revenue Code of
1986, as amended and in effect from time to time.
          
          (7)  "Committee" is the Committee appointed
pursuant to Article IX.

          (8)  "Company" is Pentair, Inc., a Minnesota
corporation.

          (9)  "Employee" is, subject to the
provisions of Section 2.2(e), any individual who (i) is
employed by a Participating Employer, (ii) is a highly
compensated or key management employee of a Participating
Employer, (iii) holds a position evaluated by a
Participating Employer in salary grade 27 or higher, and
(iv) is eligible to participate in RSIP Plus.

          (10) "Employer"  is the Company and each
other corporation or unincorporated business which is a
member of a controlled group of corporations, a group of
trades or businesses under common control or an affiliated
service group (within the meaning of Code section 414(b),
(c) or (m)) which includes the Company.

          (11) "Employer Contributions" are amounts
contributed under the Plan by Participating Employers as
provided in Article IV.
          
          (12) "Employer Discretionary Contributions"
are the amounts contributed by Participating Employers
pursuant to Section 4.2.
          
          (13) "Employer Matching Contributions" are
the amounts contributed by Participating Employers
pursuant to Section 4.1.

          (14) "ERISA" is the Employee Retirement
Income Security Act of 1974, as from time to time amended.

          (15) "Investment Fund" is a deemed
investment which may be selected by the Committee and
designated by a Participant for purposes of crediting
earnings or losses to a Participant's Accounts. 

          (16) "Participant" is an individual who has
an Account balance under the Plan.

          (17) "Participating Employer" is the Company
and any other Employer designated as such by the Company
which adopts the Plan by appropriate corporate action.

          (18) "Plan Year" is the calendar year.

          (19) "Retirement" is an individual's
termination of employment from the Employer (other than by
reason of death or Total and Permanent Disability) at a
time which then entitles such individual to immediate
commencement of early, normal or late retirement benefits
under a defined benefit plan maintained by the Company or
another Employer (or, for an individual who does not
participate under such a defined benefit plan, such a
termination of employment for which, if such individual
were a participant under the Pentair, Inc. Pension Plan,
he or she would be eligible for immediate commencement of
such benefits thereunder).  If an individual who retires
has not completed the minimum number of years of service
necessary to qualify for the immediate commencement of
such benefits then for purposes of the Plan, such
individual shall be deemed to have completed the requisite
years of service to be considered eligible for immediate
commencement of  benefits under the Employer's defined
benefit plan.

          (20) "RSIP Plus" is the Pentair, Inc.
Retirement Savings and Stock Incentive Plan, as amended.

          (21) "Spouse" is an individual, of a sex
opposite to that of a Participant, whose marriage to a
Participant is recognized under the laws of the United
States (or one of the United States) or any other
generally recognized jurisdiction.

          (22) "Total and Permanent Disability" is a
bodily injury or disease which, in the judgment of the
Committee, wholly disables a Participant and will
permanently, continuously and wholly prevent such
Participant for life from engaging in his or her
occupation or employment for wage or profit with an
Employer.

          (23) "Trust" is the Pentair, Inc. Deferred
Compensation Trust.

          (24) "Trustee" is the Deferred Compensation
Trustee appointed by the Company.

          (25) "Valuation Date" is the last business
day of each calendar month.

     Section 2.2    Provisions Relating to Eligibility to
Participate.

          (a)  General.  This Section 2.2 prescribes
the rules used to determine when an Employee is eligible
to begin participation in the Plan and receive Employer
Contributions, and whether the Employee remains so
eligible in future Plan Years.

          (b)   Eligibility to Make Before-tax
Deposits.  Employees who are eligible to authorize
deposits under RSIP Plus are eligible to elect to make
Before-tax Deposits under the Plan.

          (c)   Eligibility for Employer
Contributions.  (1)  Employer Matching Contributions. 
Only those Employees who are eligible to receive an
employer matching contribution under RSIP Plus and who
meet the eligibility criteria described in Section 4.1(b)
are eligible to receive an Employer Matching Contribution
under the Plan.

          (2)  Employer Discretionary Contributions. 
Only those Employees who are eligible to receive an
employer discretionary contribution under RSIP Plus and
who meet the eligibility criteria described in Section
4.2(b) are eligible to receive an Employer Discretionary
Contribution under the Plan.

          (d)   Suspension of Participation.   (1) 
Failure to Qualify as an Employee.  An individual shall
remain an Employee, regardless of the identity of the
Participating Employer, so long as such individual remains
eligible to actively participate in RSIP Plus.  In the
event an Employee becomes employed by an Employer which is
not then a Participating Employer under the Plan or under
RSIP Plus, such Employer may, in the sole discretion of
the Committee, be considered a Participating Employer for
the sole purpose of allowing such Employee to remain a
Participant.

          If the Committee determines such Employer
shall not become a Participating Employer solely with
respect to such individual, such individual's
participation, and Before-tax Deposits, shall be
suspended.  If an individual's participation is suspended,
no make-up of Before-tax Deposits with respect to Base or
Bonus Compensation earned during the period of suspension
will be permitted.  Employer Contributions shall be made
for a Plan Year during which such Employee's participation
is suspended only with respect to Before-tax Deposits
made, and Base and Bonus Compensation earned, by the
Participant prior to such suspension, provided the
Participant would otherwise have been entitled to share in
Employer Contributions for that Plan Year.  A Participant
on an authorized leave of absence without pay fails to
qualify as an Employee.

          (2)  Resumption.  Upon becoming eligible to
resume participation, an individual whose participation
has been suspended may again elect to make Before-tax
Deposits under the Plan pursuant to the provisions of
Section 3.1(b).

          (e)  Application of ERISA.  If the Plan
should be found to be a "pension plan" within the meaning
of ERISA section 3(2), or if the Committee should
reasonably determine the Plan is or may be such a plan,
Plan participation shall not be allowed by any individual
(i) who is not a member of a "select group of management
or highly compensated employees" within the meaning of
ERISA section 201(2), or (ii) whom the Committee
reasonably determines is not or may not be a member of
such group.  In addition, the Committee shall have the
right to (i) limit the class of Employees eligible to
participate under the Plan to those individuals who are
members of such group, (ii) suspend future participation
under the Plan for all individuals who are not members of
such group, and (iii) immediately, and without regard to
any provision of the Plan, pay to such individual the
entire balance in his or her Accounts regardless of
whether such individual is then employed by any Employer.

     Section 2.3    Application of Code Limits.  As a 
tax-qualified plan, RSIP Plus is subject to various Code
provisions limiting the amount of benefits which can be
accrued on behalf of participants.  It is the intent of
the Plan to apply the benefit formulas under RSIP Plus to
Participants without reference to the limits contained in
any Code section, such as the limits described in Code
sections 415(c) and (e).  Because the Plan is intended to
extend the application of the RSIP Plus formula and is not
intended solely to provide benefits in excess of the
applicable Code section 415 limits, and it is not,
therefore, an excess benefit plan as that term is defined
in ERISA section 3(36).  

     Section 2.4    Construction.

          (a)  General.  Wherever any words are used
herein in the singular, masculine, feminine or neuter
form, they shall be construed as though they were used in
the plural, feminine, masculine or non-neuter form,
respectively, in all cases where such interpretation is
reasonable.  The words "hereof ," "herein," "hereunder,"
and other similar compounds of the word "here" shall mean
and refer to this entire document and not to any
particular Article or Section. Titles of Articles and
Sections are for general information only, and the Plan is
not to be construed by reference thereto.  Amendments or
restatements of the Plan shall apply only to those
Participants who are eligible to participate in the Plan
on or after the effective date of the amendment or
restatement, unless the amendment or restatement
specifically provides for retroactive application.

          (b)  Applicable Law.  To the extent not
preempted by ERISA or any other federal statute, the Plan
shall be construed and its validity determined according
to the substantive laws of the State of Minnesota.  In
case any provision of the Plan shall be held illegal or
invalid for any reason, such illegality or invalidity
shall not affect the remaining provisions of the Plan, and
the Plan shall be construed and enforced as if said
illegal or invalid provisions had never been included.

                 ARTICLE III

           PARTICIPANT'S DEPOSITS

     Section 3.1    Election to Participate.

          (a)  General.  An Employee who is eligible
to participate in the Plan may direct that Before-tax
Deposits be made from such Employee's Base or Bonus
Compensation.  Generally, with respect to Base
Compensation, any such election shall be made prior to the
beginning of the Plan Year during which the Base
Compensation will be paid.  With respect to Bonus
Compensation, any such election shall be made before the
beginning of the Plan Year for which such Bonus
Compensation is earned and, if payable in a later year,
not when the Bonus Compensation is paid (e.g., Before-tax
Deposits from Bonus Compensation to be earned in 1996 must
be authorized before the end of 1995, but Bonus
Compensation earned in 1996 will not be reduced by the
amount of such deposits until paid to the Employee in
1997).

          (b)  Participation During Plan Year.  An
Employee who first becomes eligible to participate in the
Plan during a Plan Year may authorize Before-tax Deposits
from only Base and Bonus Compensation to be earned after
the election to participate is made.  Any such election
must be made within thirty (30) days of the date such
Employee is first eligible to make Before-tax Deposits and
will be effective only with respect to Base and Bonus
Compensation paid for services to be performed subsequent
to the election.  The same rules with respect to Bonus
Compensation, as described in Section 3.1(a), shall apply.

     Section 3.2    Amount of Participant's Before-tax
Deposits.  Each Participant shall designate a rate of
Before-tax Deposits at the time of election to participate
in the Plan, which rate shall be in any percentage which,
when combined with the rate of before-tax deposits elected
under RSIP Plus, will permit such Participant to defer up
to 25% of Base Compensation and up to 100% of Bonus
Compensation.  Unless otherwise provided herein, an
election designating the rate of Before-tax Deposits shall
be irrevocable with respect to Base and Bonus Compensation
earned during the Plan Year to which such election
applies.  Before-tax Deposits shall be made for the
Participant through payroll deductions from payments of
Base and Bonus Compensation.

     Section 3.3    Payment of Deposits to Trustee.  A
Participating Employer shall remit  amounts withheld as
Before-tax Deposits to the Trustee as soon as
administratively feasible after the end of each calendar
month during which such amounts were withheld as Before-
tax Deposits under the Plan.

                 ARTICLE IV

           EMPLOYER CONTRIBUTIONS

     Section 4.1    Employer Matching Contribution.

          (a)  Amount of Contribution.  Participating
Employers shall make an Employer Matching Contribution
under the Plan in an amount determined by the rate of the
employer matching contribution applicable to their
eligible Employees for that Plan Year under RSIP Plus. 
Said contribution rate shall be applied to each
Participant's Base and Bonus Compensation, up to the
compensation limit described in Section 4.3.  The Employer
Matching Contribution so determined shall be reduced by
the amount of the employer matching contributions made on
behalf of such Employees under RSIP Plus.  Payment of such
amount to the Trustee shall be completed not later than
sixty (60) days after the end of the Plan Year for which
the Employer Matching Contribution is made.

          (b)  Eligibility for Employer Matching
Contributions. The Participants eligible to share in
Employer Matching Contributions for a Plan Year shall be
all Participants (i) who are eligible to receive an
allocation of employer matching contributions under RSIP
Plus for that Plan Year; (ii) whose annual covered
compensation under RSIP Plus for that Plan Year exceeds
$150,000, as adjusted for cost-of-living, in the manner
and at the time prescribed by the Secretary of the
Treasury pursuant to Code section 401(a)(17); and (iii)
who, on a combined basis under RSIP Plus and the Plan, are
making before-tax deposits of at least 4% of compensation
up to the compensation cap described in Section 4.3.

     Section 4.2    Employer Discretionary Contributions.

          (a)  Amount of Contribution.  Participating
Employers shall make an Employer Discretionary
Contribution under the Plan for their eligible Employees
in an amount equal to the employer discretionary
contribution rate, if any, applicable to that Plan Year
under RSIP Plus.  Until further action of the Company's
Board of Directors, this rate shall be equal to 1% of each
eligible Participant's Base and Bonus Compensation, up to
the compensation limit for the Plan Year, as described in
Section 4.3, less the employer discretionary contribution
made on behalf of such Participant under RSIP Plus for
that Plan Year.  Payment of such amounts to the Trustee
shall be made no later than sixty (60) days after the end
of the Plan Year for which the Employer Discretionary
Contribution is made.

          (b)  Participants Eligible for
Contributions.  Participants eligible for Employer
Discretionary Contributions shall be those who are
eligible to receive an employer discretionary contribution
under RSIP Plus for that Plan Year and whose annual
covered compensation under RSIP Plus for that Plan Year
exceeds $150,000, as adjusted for cost-of-living, in the
manner and at the time prescribed by the Secretary of the
Treasury pursuant to Code section 401(a)(17).

     Section 4.3    Limit on Compensation for Purposes of
Employer Contributions.  In general, Code section
401(a)(17) imposes a limit of $150,000, as adjusted for
cost-of-living by the Internal Revenue Service, on annual
covered compensation which may be taken into account under
RSIP Plus for a plan year.  Prior to 1994, this limit was
$200,000, as adjusted for cost-of-living.  To replace the
employer contributions lost by Participants under RSIP
Plus due to the change in the limit on annual covered
compensation, the Plan will determine Employer
Contributions by assuming the compensation cap under Code
section 401(a)(17), as in effect prior to 1994, continues
to be in effect.  This compensation limit (i.e., $254,000
for 1996) shall be adjusted in subsequent years for cost-
of-living by applying the same formula the Internal
Revenue Service applies for purposes of Code section
401(a)(17).

                  ARTICLE V

         TRUSTEE AND TRUST AGREEMENT

     Section 5.1    Appointment.

          (a)  General.  The Plan is an unfunded
deferred compensation arrangement and neither the Company
nor any Participating Employer shall be required to
establish a trust or to in any way segregate assets for
purposes of funding or otherwise providing benefits under
the Plan.  The Company may, however, in its sole
discretion, establish and maintain an unfunded grantor
trust with one or more persons selected by the Committee
to act as Trustee.  If a Trustee is so appointed, such
Trustee shall hold, manage, administer and invest the
assets of the Trust, reinvest any income, and make
distributions in accordance with the directions of the
Committee and the provisions of the Plan and Trust.  The
trust agreement shall be in such form and contain such
provisions as the Committee deems necessary and
appropriate to effectuate the purposes of the Plan.

          (b)  Removal and Resignation.  Pursuant to
the notice requirements and other procedures contained in
the trust agreement, and in accordance with the trust
agreement, the Committee may, at any time and from time to
time, remove a Trustee or any successor Trustee and any
such Trustee or any successor Trustee may resign.  The
Committee shall, upon removal or resignation of a Trustee,
appoint a successor Trustee.

     Section 5.2    Fees and Expenses.  The Trustee's fee,
and other fees and expenses, shall be paid by the Company
and Participating Employers.  Brokerage fees and other
investment expenses, if applicable, shall be paid out of
the Trust and charged to the fund of the Trust and the
Accounts of the Participant to which such fees and costs
are attributable.

     Section 5.3    Use of Trust.  Except as provided under
Section 10.2, to the extent any assets are held in the
Trust, such assets shall at all times be the property of
the Company or a Participating Employer and, as such,
shall remain subject to the claims of general creditors of
the Company or the Participating Employer, as the case may
be, in the event of bankruptcy or insolvency.  No
Participant or Beneficiary shall have any rights to any
assets of the Trust, the Company or a Participating
Employer, nor to any amounts credited to any Account
maintained under the Plan.  Neither the existence of the
Plan nor the establishment of a Trust shall be interpreted
or construed as a guaranty that any funds which may be
held in trust hereunder will be available or sufficient
for the payment of benefits under the Plan.

     Section 5.4    Responsibility and Authority for Fund
Management.  The Company may, in its sole discretion,
establish and maintain a funding policy, and may delegate
to the Committee the following duties and authority:

          (i)  to establish Investment Funds for
               purposes of crediting earnings and
               losses to Accounts, including the
               authority to add to or change the
               number and nature of the Investment
               Funds from time to time;

          (ii) to direct the investment and
               reinvestment of all or any portion of
               the assets, if any, held by the
               Trustee under the Trust; and

          (iii)     to periodically review the performance
                    of the Investment Funds.

     Section 5.5    Trust Assets.  Neither the Company, a
Participating Employer nor the Trustee shall be obligated
to purchase any asset or Investment Fund designated by a
Participant pursuant to the provisions of Article VI for
purposes of crediting earnings or losses to such
Participant's Accounts.  To the extent the Company and
Participating Employers remit Before-tax Deposits or
Employer Contributions to the Trustee, however, and the
Investment Fund designated by the Participant as a deemed
investment for his or her Accounts consists of an asset
which the Trustee cannot purchase (e.g., phantom shares of
the Company's common stock or an investment which is not
readily available on the open market), the Trustee shall,
subject to the direction of the Committee, return any such
amounts to the Company and Participating Employers in the
form of cash.  To the extent a Participant reallocates all
or a portion of the balance in his or her Accounts into an
Investment Fund which consists of an asset the Trustee
cannot purchase, the Trustee shall withdraw from the Trust
cash equal to the fair market value of such investment
designation and return such cash to the Company and
Participating Employers. 

                 ARTICLE VI

     INVESTMENT; PARTICIPANT'S ACCOUNTS

     Section 6.1    Allocation and Reallocation of Deposits
and Contributions.

          (a)  Allocation.  For purposes of crediting
earnings to his or her Accounts, a Participant shall elect
to allocate all Before-tax Deposits and Employer
Contributions to one or more of the Investment Funds.  A
Participant may elect to change the mix of such
allocations in accordance with rules of uniform
application prescribed by the Committee.  An election
under this Section 6.1(a) shall remain in effect for the
entire Plan Year for which it is made and for successive
Plan Years unless changed by the Participant; provided,
however, that neither the Company, a Participating
Employer, the Committee nor the Trustee shall be obligated
to purchase any investment designated by a Participant. 
Investment Funds are selected by a Participant solely for
purposes of determining the earnings or losses to be
credited to a Participant's Accounts.  

          (b)  Reallocation.  In accordance with rules
of uniform application as established by the Committee, a
Participant may reallocate the balance credited to his or
her Accounts among the available Investment Funds no more
frequently than four (4) times each Plan Year.  Any such
reallocation shall apply to the entire balance of such
Participant's Accounts attributable to participation in
the Plan, and not just to deposits or Employer
Contributions made subsequent to such Participant's
reallocation.  Such reallocation shall not apply to any
amounts deferred by a Participant under the Plan prior to
its amendment and restatement.

     Section 6.2    Investment of Deposits and Employer
Contributions.  The Participating Employers may, but are
not required to, contribute to the Trust a Participant's
Before-tax Deposits and Employer Contributions for a Plan
Year.  The Committee may, in its sole discretion, direct
the Trustee to invest a Participant's Before-tax Deposits
and Employer Contributions in the Investment Funds
designated by the Participant, to the extent such
investment is available on the open market and can be
purchased by the Trustee and owned by the Employer. 
Regardless of whether any deposits or Employer
Contributions are actually invested in the Investment
Funds designated by Participants, however, the Committee
shall maintain a bookkeeping account on behalf of each
Participant to which shall be credited the investment
results of each Investment Fund so designated to adjust
the amounts in each Participant's Accounts.  Promptly
following each calendar quarter, the Committee shall
prepare or cause to be prepared a report indicating the
increase or decrease in the value of each Participant's
Accounts.  Any earnings of an Investment Fund shall be
deemed to be reinvested in the same Investment Fund for
purposes of maintaining a Participant's Accounts.

     Section 6.3    Participant's Accounts.

          (a)  Establishment of Accounts.  Separate
Accounts shall be established and maintained for each
Participant, depending upon the Investment Funds selected. 
To the extent necessary or appropriate to provide for
proper administration of the Plan, Participant Accounts 
shall include separate balances or subaccounts for
interests derived from Before-tax Deposits, and Employer
Contributions and such other separate balances as the
Committee shall determine.  The Committee shall also
establish and maintain separate Accounts for Participants
by reference to the identity of each Participant's
Employer.   

          (b)  Crediting of Accounts.  The appropriate
Accounts of each Participant shall be credited with the
amounts of Before-tax Deposits and Employer Contributions
made for each Plan Year.  The reallocation of a
Participant's Accounts shall be appropriately credited as
of the Valuation Date coincident with or next following
the effective date of the reallocation.  The maintenance
of such Accounts does not, however, entitle a Participant
to any ownership, preferred claim or beneficial interest
in any Investment Fund or in any specific asset of the
Trust.  Investment Funds are deemed investments and are
used solely for purposes of determining the earnings or
losses to be credited to a Participant's Accounts.

                 ARTICLE VII

        DISTRIBUTION OF ACCOUNTS UPON
          TERMINATION OF EMPLOYMENT

     Section 7.1    Time of Distribution.  

          (a)  General.  At the time of participation
in the Plan, each Participant shall elect the form of
payment and the event or date upon which payment shall
begin.  Such election shall apply to all Before-tax
Deposits and Employer Contributions credited under the
Plan on behalf of the Participant and shall, except as
otherwise provided herein, be irrevocable.  Distribution
of a Participant's Accounts shall be made or commence to
be made as soon as administratively feasible following the
elected event of distribution, but in no case later than
sixty (60) days after the event of distribution occurs.

          (b)  Events of Distribution.  A Participant
may elect to receive a distribution of benefits under the
Plan on:

          (i)  the date the Participant voluntarily
               terminates employment;

          (ii) the date such Participant is granted
               benefits on account of Total and
               Permanent Disability under the
               Employer's long-term disability plan
               or, if earlier, the date of a
               Participant's Retirement from the
               Company or a Participating Employer;

          (iii)     January 1 of the year following the
                    year of a Participant's Retirement
                    from the Company or a Participating
                    Employer;

          (iv) the last day of the Plan Year
               coincident with or immediately
               following the Participant's attainment
               of an age which shall be specified by
               the Participant at the time of the
               election;

          (v)  the date specified in (iv) above, if
               the Participant's employment is
               involuntarily terminated prior to that
               date; or

          (vi) the date the Participant's employment
               ends, regardless of the reason, if the
               option otherwise elected by such
               Participant cannot be given effect on
               that date.

          (c)  Forms of Distribution.  A distribution
shall be paid in one of the following forms as elected by
the Participant:
     
          (i)  cash lump-sum;

          (ii) equal annual cash installments over a
               period of five (5) years; or

          (iii)     equal annual cash installments over a
                    period of ten (10) years.

          (d)  Change in Election.  A Participant who
experiences a material change in personal circumstances
may elect to change, but not to postpone, the time or
method for distribution previously elected.  Approval of
any such change shall be in the sole discretion of the
Committee, and no such change shall be allowed after the
date payment of benefits under the Plan commences or is
scheduled to commence, or if the Committee determines
allowing such change may have an adverse tax consequence
to the Company, a Participating Employer, the Plan or
other Participants.

     Section 7.2    Distribution Due to Death.

          (a)  Death Benefit.  If a Participant dies
before receiving payment of all of the amounts allocated
to his or her Accounts, then all such unpaid benefits
shall be paid to his or her Beneficiary within sixty (60)
days of the date the Committee has verified the identity
of the Beneficiary and the Beneficiary has established the
right to receive payment of a Participant's benefits under
the Plan.

          (b)  Default Takers.  If a Participant fails
to make a valid Beneficiary designation, makes such a
designation but is not survived by any named Beneficiary,
or makes such a designation but the designation does not
effectively dispose of all benefits payable after the
Participant's death, then and to the extent benefits are
payable after the Participant's death, all such benefits
shall be paid in accordance with the laws of intestate
succession of the jurisdiction in which the Participant
was domiciled as of the date of death.

          (c)  Form of Distribution.  Distribution to
a Beneficiary shall be made in a cash lump sum; provided,
however, a Beneficiary may elect to receive equal annual
cash installments over a period of five (5) or ten (10)
years if such election is made within thirty (30) days
after the date of the Participant's death.

          (d)  Death of Beneficiary.  If a Beneficiary
dies before receiving payment of all amounts allocated to
his or her Accounts under the Plan, then all such unpaid
benefits shall be paid as a lump sum in accordance with
the laws of intestate succession of the jurisdiction in
which the Beneficiary was domiciled as of the date of
death.

     Section 7.3    Payment of Installments.    If a
Participant or Beneficiary elects to receive an
installment distribution, the unpaid balance credited to
such Accounts shall continue to be subject to investment
direction by the Participant or Beneficiary, as the case
may be, and be credited with earnings or losses by
reference to the designated Investment Funds in accordance
with applicable Plan provisions.  Any investment election
made by a Participant prior to the date of death shall
continue in effect, however, unless changed by the
Beneficiary pursuant to the provisions of Section 6.1,
until such time as all Plan benefits are paid to the
Beneficiary.

     Section 7.4    Payment of Employer Contributions.  To
the extent a Participant or Beneficiary, as the case may
be, has received or commenced receiving benefits
hereunder, and such Participant is subsequently determined
to be entitled to an allocation of Employer Contributions
for the Plan Year in which the Participant's participation
in the Plan ceased, then the Company or Participating
Employer shall timely pay any such contribution to the
individual or, if such individual is receiving an
installment form of distribution, the Committee shall
adjust the balance of the installments due to reflect the
amount of such Employer Contribution effective with the
due date of the next installment payment.  Any such amount
shall remain subject to all applicable provisions of the
Plan until paid to the individual.

                ARTICLE VIII

           EMERGENCY WITHDRAWALS 

     Section 8.1    Restricted Withdrawals.

          (a)  General.  A Participant who has not
experienced his or her designated event of distribution
may, on a showing of an unforeseeable emergency or
extraordinary circumstance, request a withdrawal from the
Plan.  For this purpose, an unforeseeable emergency or
extraordinary circumstance is a situation resulting from
events beyond the control of the Participant which has
created a severe financial hardship the Participant has
insufficient liquid assets to meet.  The amount of such a
withdrawal which may be approved by the Committee, in its
sole discretion, shall be the amount necessary to
alleviate the Participant's emergency.  An emergency
withdrawal cannot be requested more frequently than once
each Plan Year.

          (b)  Emergency.  For purposes of this
Section, the Committee or its delegate, on a uniform and
nondiscriminatory basis, shall determine whether the facts
and circumstances relevant to a Participant's situation
represent an unforeseeable emergency or other similar
extraordinary circumstance.  The Committee may require
such proof as it deems appropriate from the Participant to
evidence the existence of the emergency.

          (c)  Severe Financial Hardship.  To
demonstrate the emergency or circumstance has created a
severe financial hardship which cannot be met from other
resources, the Participant shall provide such documents or
information as the Committee may require to certify the
need cannot be relieved (i) through reimbursement from
insurance, (ii) by reasonable liquidation of assets that
would not create a severe financial hardship, or (iii) by
cessation of Before-tax Deposits under the Plan.

          (d)  Time for Payment.  Distributions
pursuant to this Section shall be made as soon as
administratively feasible after the withdrawal is approved
by the Committee.  If a Participant should die after
requesting an emergency withdrawal, but prior to the
distribution thereof, the withdrawal election shall be
deemed revoked.

          (e)  Committee Discretion.  Approval of an
emergency withdrawal shall be in the sole discretion of
the Committee, and no such approval shall be given if the
Committee determines allowing such withdrawal may have an
adverse tax consequence to the Company, Participating
Employers, the Plan or other Participants.

                 ARTICLE  IX

             PLAN ADMINISTRATION

     Section 9.1    Committee.  

          (a)  General.  The Company shall appoint a
Committee consisting of not less than three (3) persons
which shall have exclusive responsibility for the
administration and operation of the Plan and the power to
take any action necessary or appropriate to carry out such
responsibilities.  In addition, the Committee shall
generally provide for the operation of the Plan and be a
liaison between Employers to assure uniform procedures. 
The duties of the Committee shall include, but not be
limited to, the following:

          (i)  to prescribe, require and use
               appropriate forms;

          (ii) to formulate, issue and apply rules
               and regulations;

          (iii)     to prepare and file reports, notices
                    and any other documents  relating  to
                    the Plan which may be required by law;

          (iv) to interpret and apply the provisions
               of the Plan;

          (v)  to authorize and direct benefit
               payments.

In exercising such powers and duties, and other powers and
duties granted under the Plan or Trust to the Committee,
the Committee and each member thereof is granted such
discretion as is appropriate or necessary to carry out the
duties and powers so delegated.  This discretion
necessarily follows from the fact that the Plan, the Trust
and related documents do not, and are not intended to,
prescribe all rules necessary to administer the Plan or
anticipate all circumstances or events which may arise in
the course of such administration.

          (b)  Allocation to Participating Employers. 
The Committee shall account for the Trust assets in such
manner as will permit the accurate allocation of earnings
on Participant Accounts to such Participant's Employer. 
The Committee shall provide to each Participating Employer
all information necessary to permit each such Employer to
prepare any reports or tax filings which may be required
by reason of its status as a Participating Employer.

     Section 9.2    Organization and Procedure.  The
Committee may have a chairman, a secretary, and such other
officers as it deems appropriate.  Action on any matter
shall be taken on the vote of at least a majority of all
members of the Committee at any meeting or upon unanimous
written consent of all members without a meeting.  Minutes
of meetings shall be kept and all major actions of the
Committee shall be recorded in such minutes or other
appropriate written form.  The Committee may adopt such
bylaws, procedures and operating rules as it deems
appropriate.

     Section 9.3    Delegation of Authority and
Responsibility.  The Committee may, in writing, delegate
to any one or more of its members the authority to execute
documents on behalf of the Committee and to represent the
Committee in any matters or dealings involving such
Committee.

     The Committee may delegate in writing certain of its
powers to a person employed by an Employer under such
terms and conditions as may be specified by the Committee. 
Employees of an Employer who are not members of the
Committee or persons to whom powers are delegated, shall
perform such duties and functions relating to the Plan as
the Committee may direct and supervise. It is expressly
provided, however, that the Committee  shall retain full
and exclusive authority and responsibility for and
respecting any such activities by other employees, and
nothing contained in this Section 9.3 shall be construed
to confer upon any such employee any discretionary
authority or control respecting the administration or
operation of the Plan.

     Section 9.4    Use of Professional Services.  The
Committee may obtain the services of such attorneys,
actuaries, accountants or other persons as it deems
appropriate, any of whom may be the same persons who are
providing services to an Employer.  In any case in which
the Committee utilizes such services, it shall retain
exclusive discretionary authority and control over the
administration and operation of the Plan.

     Section 9.5    Fees and Expenses.  Committee members
who are employees of the Company or a Participating
Employer shall serve without compensation but shall be
reimbursed for all reasonable expenses incurred in their
capacity as Committee members.   No employee members of
the Committee or persons performing services pursuant to
Section 9.4 shall receive greater than reasonable
compensation for their services.  All compensation for
services and expenses shall be paid from the Trust unless
the Company, in its sole discretion, elects to pay them.
To the extent not paid by the Company, such compensation
and expenses shall be paid out of the principal or income
of the Trust.

     Section 9.6    Communications.  All requests, claims,
appeals, elections and other communications to the Company
or the Committee shall be in writing and shall be made by
transmitting the same via the U.S. Mail, certified, return
receipt requested, addressed as follows:

          Pentair, Inc.
          1500 County Road B2 West
          St. Paul, Minnesota 55113-3105

          Attn:     Non-Qualified RSIP Committee
               c/o Director of Human Resources

                  ARTICLE X

         AMENDMENTS AND TERMINATION

     Section 10.1   Amendments and Termination.

          (a)  General.   While it is intended the
Plan shall continue in effect indefinitely, the Company
may from time to time modify, alter or amend the Plan or
the Trust, provided that no amendment affecting the
rights, duties or responsibilities of the Trustee may be
made without the Trustee's consent.  The Company may at
any time order the temporary suspension or complete
discontinuance of Employer Contributions or may terminate
the Plan.

          (b)  Amendments to Comply with Applicable
Law.  Nothing herein shall be construed to prevent any
modification, alteration or amendment of the Plan or Trust
which is required to comply with the provision of any
applicable law or regulation relating to the establishment
or maintenance of this Plan and Trust.  Except as
otherwise provided herein, no such amendment shall reduce
the balance in any Participant's Accounts determined as of
the later of the date the amendment is adopted or
effective.

          (c)  Participating Employers.  Any Employer
may become a Participating Employer by adopting a written
resolution of its board of directors and delivering such
resolution to the Committee.  An Employer which becomes a
Participating Employer must agree to pay or provide for
the payment of benefits hereunder to those Participants
(and their Beneficiaries) employed by such adopting
Employer.

          Any Employer, other than the Company, may
cease to be a Participating Employer by adopting a written
resolution of its board of directors and delivering such
resolution to the Committee.  No resolution ending
participation in the Plan shall be effective until thirty
(30) days after it is received by the Committee.  Unless
otherwise provided herein, ceasing to be a Participating
Employer shall not relieve such Employer of the obligation
to provide for the payment of benefits credited to
Accounts on behalf of Participants during the time such
Employer was a Participating Employer.

          (d)  Plan Termination.  If the Plan is
terminated, the Committee may elect to either terminate or
retain the Trust.  Any decision to terminate the Plan or
the Trust shall not reduce the balance of a Participant's
Accounts under the Plan as of the effective date of such
termination, nor shall it terminate, amend or otherwise
change the liability of the Company or Participating
Employer to pay or provide for the payment of benefits
under the Plan.

     Section 10.2   Change in Control.  

          (a)  Definition.  For purposes of the Plan,
an unfriendly change in control of the Company shall be
deemed to occur if any person or entity shall acquire
control of the Company either by substantial market
purchases or by a tender offer, or both, which is opposed
by a majority of the Company's board of directors.

          (b)  Effect on Trust.  Notwithstanding any
other provision of the Plan, in the event of an unfriendly
change in control, the Trust created hereunder shall no
longer be considered a grantor trust, and shall be
converted to a fully funded irrevocable trust maintained
for the exclusive benefit of the Participants and their
Beneficiaries.  The Company and Participating Employers
shall then immediately pay to the Trustee such assets,
whether in cash or other property, as are necessary to
fully fund the benefits represented by the balance then
credited to each Participant's Accounts.  The Company and
Participating Employers shall also be obligated to
immediately pay to the Trust such additional amounts, as
determined by the Committee in its sole discretion, which
may be necessary to pay all applicable federal, state and
local tax liability which may be imposed on each
Participant due to the irrevocable funding of the Trust. 
After the Trust becomes funded, neither the Company nor
any Participating Employer shall have any right, title or
interest in the assets of the Trust and none of such
assets shall inure to the benefit of the Company or a
Participating Employer.

          (c)  Effect on Participants.  Upon the
occurrence of an unfriendly change in control, the Plan
shall be deemed to automatically terminate and all
benefits then credited to the Participants' Accounts,
together with earnings on such benefits through the
effective date of the change in control, shall be
immediately payable to the Participants, together with
such additional amounts as have been contributed by the
Company and Participating Employers to offset the
applicable taxes as will be imposed on Participants due to
the funding and payment of benefits hereunder.  

                 ARTICLE XI

                MISCELLANEOUS

     Section 11.1   Non-Guarantee of Employment. 
Nothing contained in this Plan shall be construed as a
contract of employment between an Employer and a
Participant, or as a right of any Participant to be
continued in the employment of an Employer, or as a
limitation on the right of an Employer to discharge any
Participant with or without notice or with or without
cause.

     Section 11.2   Rights to Trust Asset.

          (a)  Rights of Participants.  No Participant
or any other person shall have any right to, or interest
in, any part of the Trust assets upon termination of
employment or otherwise, except as otherwise provided
under the Plan.  If the assets of the Trust are
insufficient to pay the deposits and Employer
Contributions and earnings thereon credited to a
Participant's Accounts, the Participant's Employer shall
pay any such amounts from its other general assets.  If
such Employer does not timely pay such benefits, then,
except as described in Section 11.2(b), the sole recourse
of a claimant Participant or Beneficiary shall be against
such Employer and neither the Company nor any other
Employer shall be responsible to pay or provide for the
payment of such benefits or liable for the nonpayment
thereof.

          (b)  Company Assumption of Liability.  If
the Participant's employment is terminated due to the sale
of the stock (or rights analogous to stock) or assets of
his or her Employer by the Company, the Company shall
assume  and be responsible for the payment of benefits to
such Participant as necessary pursuant to this Section
11.2 even though it may not have been such Participant's
Employer.  The Company's obligation under this Section
11.2(b) shall cease as of the earlier of the date all such
benefits are paid to the affected Participant or the date
the person who purchased such stock or assets, or a person
who controls such person, agrees in writing to assume the
liability for the benefits credited to the affected
Participants by reason of their participation in the Plan

     Section 11.3   Requirement of Proof.  In
discharging their duties and responsibilities under the
Plan, the Committee or other individual may require proof
of any matter concerning this Plan, and no person shall
acquire any rights or be entitled to receive any benefits
under this Plan until such proof is furnished.

     Section 11.4   Non-Recommendation of Investment. 
The availability of any Investment Fund hereunder shall
not be construed as a recommendation to designate a deemed
investment in such Fund for purposes of crediting earnings
to a Participant's Accounts. The decision as to the choice
of a deemed investment for a Participant's Accounts must
be made solely by each Participant, and no officer or
employee of any Employer or the Trustee is authorized to
make any recommendation to any Participant concerning the
designation of Investment Funds hereunder.

     Section 11.5   Indemnification.  The Company
shall indemnify each member of the Committee and hold each
of them harmless from the consequences of acts or conduct
when done in an official capacity, This provision shall
apply only if the member acted in good faith and in a
manner reasonably believed to be solely in the best
interests of the Participants and their Beneficiaries, and
with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct was unlawful. 
Such indemnification shall cover any and all attorneys'
fees and expenses, judgments, fines and amounts paid in
settlement, but only to the extent such amounts are not
paid to such person(s) under an applicable Company
insurance policy and to the extent such amounts are
actually and reasonably incurred by such person(s).

     Section 11.6   Non-Alienation.  Except as
otherwise provided herein, no right or interest of any
Participant or Beneficiary in the Plan and the Trust shall
be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, charge,
attachment,  garnishment, execution, levy, bankruptcy, or
any other disposition of any kind, either voluntary or
involuntary, prior to actual receipt of payment by the
person entitled to such right or interest under the
provisions hereof, and any such disposition or attempted
disposition shall be void.

     Section 11.7   Facility of Payment.  If the
Committee shall determine a Participant or Beneficiary
entitled to a distribution hereunder is incapable of
caring for his or her own affairs because of illness or
otherwise, it may direct any distribution from such
Participant's Accounts be made, in such shares as it shall
determine, to the Spouse, child, parent or other blood
relative of such Participant or Beneficiary, or any of
them, or to such other person or persons as the Committee
may determine, until such date as it shall determine such
incapacity no longer exists.  The Committee shall be under
no obligation to see to the proper application of the
distributions so made to such person or persons and any
such distribution shall be a complete discharge of any
liability under the Plan to such Participant or
Beneficiary, to the extent of such distribution.

     Section 11.8     Requirement of Releases.  If in
the opinion of the Committee, any present or former Spouse
or dependent of a Participant shall by reason of the law
of any jurisdiction appear to have any interest in Plan
benefits that may become payable to such Participant, the
Committee may direct such benefits be withheld pending
receipt of such written releases as it deems necessary to
prevent or avoid any conflict or multiplicity of claims
with respect to the payment of such benefits.

     Section 11.9     Unclaimed Benefits.  Each
Participant shall provide the Company with a current
address and the current address of any Beneficiary.  The
Company shall not be obligated to search for any person
entitled to benefits from the Plan who cannot be located. 
If such a person cannot be located at the time benefits
under the Plan are payable, and such person is not located
within three (3) years, the Company may make payments from
the Plan as though the individual to whom payment was due
had died at the end of such three (3) year period.

     Section 11.10    Computational Errors.  In the
event mathematical, accounting, or similar errors are made
in processing or paying a benefit under the Plan,  the
Committee may make such equitable adjustments as it deems
appropriate (which may be retroactive) to correct such
errors.

                 ARTICLE XII

             TRANSITIONAL RULES

     Section 12.1   Amounts Deferred Under Prior
Plan.  Any compensation deferred by a Participant under
the Plan prior to its amendment and restatement (the
"Prior Plan") shall not be commingled with deposits and
Employer Contributions made under the Plan and shall not
become part of the Trust.  All such deferrals shall
continue to be accounted for by the Company and the
Employers and shall remain subject to the provisions of
the Prior Plan, including the irrevocable distribution
elections made by the deferring participants with respect
to such deferrals.

     Section 12.2   Bonus Compensation Earned in 1995
and Payable in 1996.  A Participant  who has earned Bonus
Compensation during 1995 and which is authorized for
payment in 1996 may elect to defer payment of such 1995
Bonus Compensation only under the provisions of the Prior
Plan.

                SCHEDULE 1
                     
             BASE COMPENSATION

Items Included                       

Base salary or wages                 
     
RSIP Plus pre-tax contributions      

Medical Reimbursement Plan pre-tax   
contributions                        

Shift differential pay
     
Overtime pay
     
Holiday pay
     
Sick leave pay
     
Bereavement pay
     
Jury duty pay
     
Military pay
     
Gain-sharing payments                
     
Profit-sharing payments
     
Short-term disability benefits to 
and all Sales commissions            

Perquisites                          

Items Excluded

Stock Purchase & Bonus Plan bonus
contributions

Severance pay

Management Incentive Plan bonus

Special cash awards

Annual bonuses

Cash payments made and property or rights in
property other than cash granted under or
pursuant to the Pentair Omnibus Stock Incentive Plan

Moving expense reimbursements

Employee business expense reimbursements

Tuition reimbursement

Adoption assistance payments

Amounts contributed to (e.g, deferred salary)
or received under or pursuant to non-qualified
deferred compensation arrangements

Except as expressly included in the column
headed "Items Included", all contributions
(other than after-tax employee contributions)
benefits received under a tax-qualified plan

              TRUST AGREEMENT

     THIS TRUST AGREEMENT is made this __ day of
__________________, 1996, between Pentair, Inc., a
Minnesota corporation, (the "Company") and State Street
Bank and Trust Company, a Massachusetts trust company,
having its principal office at 225 Franklin Street,
Boston, Massachusetts 02110 (the "Trustee").
WITNESSETH:
     WHEREAS, the Company has adopted the amended and
restated Pentair, Inc. Non-Qualified Deferred Compensation
Plan (the "Plan") effective as of January 1, 1996 for the
purpose of providing benefits to a select group of
management and highly compensated employees of the Company
and members of its controlled group (the "Participating
Employers"); and 
     WHEREAS, the Company and Participating Employers
expect to incur liability for benefits earned under the
Plan by eligible participants; and 
     WHEREAS, the Company wishes to establish a grantor
trust to provide a source of funds to assist it and the
Participating Employers in meeting their anticipated
liabilities under the Plan; and 
     WHEREAS, except as otherwise provided in the event
of a change in control, the assets of said trust shall be
held for the benefit of the Company and Participating
Employers and subject to the claims of their respective
general creditors in the event of bankruptcy or
insolvency; and 
     WHEREAS, the parties intend this trust and the Plan
shall constitute an unfunded arrangement which shall not
affect the status of the Plan as a nonqualified, unfunded
plan maintained for the purpose of providing deferred
compensation for a select group of management or highly
compensated employees of the Company and Participating
Employers; and
     WHEREAS, the Trustee is willing to serve as trustee
of the trust herein created pursuant to the terms of this
Trust Agreement;
     NOW, THEREFORE, in consideration of the foregoing
premises and of the mutual covenants herein contained, the
parties hereby agree as follows:

                 ARTICLE I
                DEFINITIONS
                     
     Section 1.1    Incorporation by Reference.  Unless the
context requires otherwise, when capitalized terms are
used herein and such terms are defined under the Plan,
then such terms shall  have the same meaning hereunder as
given to them under the Plan.
     Section 1.2    Other Definitions.   Unless the context
requires otherwise, when capitalized the terms listed
below shall have the following meaning when used herein:
     (1)  "Trust Agreement" is this document as in
          effect on the date first above written, and
          as amended thereafter.

     (2)  "Trust Fund" is the assets of the Plan held
under the Trust Agreement. 

                ARTICLE II
          ESTABLISHMENT OF TRUST

     Section 2.1    General.  The Company, as grantor,
hereby establishes an irrevocable grantor trust, within
the meaning of subpart E, part I, subchapter J, chapter I,
subtitle A of the Code, to be known as the Pentair, Inc.
Deferred Compensation Trust (the "Trust").  The Trust
shall consist solely of such sums of money and other
property as may from time to time be paid or delivered to
the Trustee by the Company and Participating Employers,
together with the earnings or losses from investing such
contributions (the "Trust Fund").  
     Section 2.2    Unfunded Trust.  The Trust does not,
and is not intended to, fund the Plan, but is a depository
arrangement established with the Trustee for purposes of
setting aside assets to meet part or all of the future
obligations of the Company and Participating Employers to
Participants and Beneficiaries under the Plan. 
Establishment of this Trust shall not relieve the Company
and Participating Employers of the liability for payment
of  benefits to Participants and Beneficiaries, as the
case may be, pursuant to the terms and provisions of the
Plan; provided, however, payments to a Participant or
Beneficiary from the Trust shall, to the extent thereof,
discharge the Company and Participating Employers from
their obligations under the Plan.
     The amounts to be contributed to the Trust Fund
shall be determined in the sole discretion of the
Committee.  Neither the Trustee nor any Participant or
Beneficiary shall have any right to compel the Company or
Participating Employers to make contributions to the Trust
Fund.
     Section 2.3    Management of Assets.  The Committee
shall direct the Trustee in the investment of the assets
of the Trust Fund and select the Investment Funds which
shall be made available to Participants for purposes of
selecting deemed investments.  The Committee may also
appoint one or more investment managers to manage and
invest any portion of the Trust Fund.  The Committee shall
give prompt written notice to the Trustee of the
Investments Funds which shall be used for purposes of
adjusting Participant Accounts, and of the appointment or
the termination of the appointment of any investment
manager and the Trust Fund assets to be allocated to an
investment manager.  Prior to a change in control, the
Trustee shall not be responsible for the selection of
Investment Funds or for the acts or omissions of any duly
appointed investment manager and shall have no obligation
to evaluate the performance of any Investment Fund or
investment manager.  The Committee shall have the right at
any time, and from time to time in its sole discretion, to
substitute assets of equal fair market value for any asset
held by the Trust.
     Section 2.4    Rights of Participants.  Except as
other provided in the event of a change in control, the
Trust Fund shall be held for the benefit of the Company
and Participating Employers and used to offset the
unfunded liabilities expected to be incurred by them under
the Plan.  Neither Participants nor Beneficiaries shall
have any preferred claim on or any beneficial ownership
interest in the Trust Fund or any specific asset held by
the Trust Fund.  Participants and Beneficiaries shall have
only unsecured, contractual rights against their Employer. 
The share of the Trust Fund allocable to each Employer
shall remain subject to the claims of general creditors of
such Employer in the event of its bankruptcy or
insolvency.
                ARTICLE III
             CHANGE IN CONTROL

     Section 3.1    Required Deposits.  As soon as
administratively feasible, and not later than ten (10)
days after the occurrence of an unfriendly change in
control, as that term is defined in Section 10.2 of the
Plan, the Company and Participating Employers shall be
required to irrevocably fund the Trust and deposit with
the Trustee cash or other property in such amount as the
Committee, in its sole discretion, shall determine is
sufficient to pay to each Participant or Beneficiary, as
the case may be, all benefits they would be entitled to
receive pursuant to the terms of the Plan as of the
effective date of the change in control, together with
such amounts as may be necessary to pay any applicable
federal, state and local payroll and withholding taxes
which will become payable by Participants or Beneficiaries
by reason of the irrevocable funding of the Trust.  Except
for the occurrence of an unfriendly change in control, the
Company and Participating Employers shall have no
obligation to deposit funds with the Trustee.  The Trustee
may require the Committee to furnish such evidence as will
permit the Trustee to verify a change in control has
occurred.  In determining whether a change in control has
occurred, the Trustee shall be entitled to rely on such
evidence as is furnished to it by the Committee.
     Section 3.2    Participant Accounts Following Change
in Control.  (a)  Record Keeping.  Upon the occurrence of
a change in control, the Trustee shall maintain all Trust
Fund records, including individual Participant Accounts
and such other records as are necessary.  The Trustee
shall, consistent with the terms of the Plan and Trust,
value the Trust Fund and adjust individual Accounts to
reflect earnings or losses and benefit payments since the
preceding Valuation Date.  The Trustee shall issue to each
Participant or Beneficiary a statement of Account value
after the end of each calendar quarter.
     (b)  Investment.  Upon the occurrence of an
unfriendly change in control, the Trustee shall have the
power to take all such actions as may be necessary to
terminate and wind up the affairs of the Trust and to pay
benefits to Participants and Beneficiaries consistent with
the provisions of the Plan.  Until such time as all
benefits under the Plan are paid, the Trustee shall be
responsible for the management and investment of the Trust
Fund consistent with the terms of this Trust Agreement.  
     (c)  Distributions.  Upon the occurrence of an
unfriendly change in control, the Trustee shall assume the
obligation to make distributions from Participant Accounts
in accordance with the provisions of the Plan.  The
Trustee shall also provide for the reporting and
withholding of any federal, state or local taxes which
become payable as a result of the irrevocable funding of
the Trust or the distribution of benefits to Participants
or Beneficiaries and the payment of such amounts as are
withheld to the appropriate taxing authority.  All
benefits payable to a Participant or Beneficiary shall be
paid only to the extent of the amounts credited to such
individual's Accounts.
     Section 3.3    Effect on Trustees.  Upon the
occurrence of an unfriendly change in control, the
Committee shall no longer have any authority to remove the
Trustee or appoint a successor trustee.  The Trustee may
be removed, and a successor trustee appointed, only with
the written consent of the Participants and Beneficiaries
whose Accounts contain at least a majority of all assets
then held in the Trust Fund.  The removal of the Trustee
or appointment of a successor trustee shall, however,
remain subject to the same procedures as are described in
Article VII.
                     
                ARTICLE IV
           PARTICIPANT ACCOUNTS

     Section 4.1    Maintaining Accounts.  The Committee
shall maintain and provide to the Trustee a separate
record of the Accounts for each Participant and a separate
record of the Accounts attributable to participation by
Employees of each Participating Employer.  Each
Participant shall select the Investment Funds into which
deposits and Employer Contributions shall be deemed
invested for purposes of allocating earnings to said
Accounts; provided, however, neither the Company nor the
Trustee shall be obligated to actually purchase any
Investment Fund designated by a Participant for such
purpose.  The Trustee shall, however, purchase and hold
shares in any Investment Fund as the Committee may direct. 
To the extent the Investment Fund designated by a
Participant, whether at participation or upon reallocation
of Accounts among available Investment Funds, cannot be
purchased by the Trustee (e.g. shares of the Company's
common stock) the Trustee shall return to the Company and
Participating Employers cash in an amount equal to the
fair market value of such investment designation.
     Section 4.2    Valuing Accounts.  The Trust Fund shall
be valued by the Trustee as of the last business day of
each calendar month by reference to the value of the
Investment Funds actually held in the Trust, and the
Accounts of each Participant shall, as applicable, be
adjusted by the Committee to reflect contributions,
payments, income, expenses, appreciation and depreciation
since the preceding valuation date.  For purposes of
valuing Participant Accounts and activity, Investment
Funds shall be valued using the month end RSIP Plus 
valuation date for which Investment Funds are valued. 
Each Participant shall receive a statement of total
Account value which reflects the market value of all
Investment Funds designated by the Participant, regardless
of whether held by the Trust, after the end of each
calendar quarter.
     Section 4.3    Distributions from Accounts.  The Trust
property shall be used to pay benefits credited to
Participants and their Beneficiaries pursuant to the
provisions of the Plan and the irrevocable distribution
elections made by Participants upon their election to
participate in the Plan.  The Committee shall direct the
Trustee with respect to the amounts payable to any
Participant or Beneficiary and the time of commencement
and form in which such benefits shall be paid.  Except as
otherwise provided in the event of a change in control,
the Trustee shall make payments to the Participants solely
in accordance with the instructions of the Committee. 
After all such payments to Participants and Beneficiaries
have been completed, any remaining assets of the Trust
Fund shall be allocated among and distributed to the
Company and the Participating Employers.  In the event the
Trust Fund is insufficient to pay benefits as and when due
in accordance with the provisions of the Plan, the Company
and Participating Employers shall make the balance of any
such payments directly to the Participant or Beneficiary.
                 ARTICLE V
                INSOLVENCY

     Section 5.1    General.  If the Company or a
Participating Employer is insolvent, the Trustee shall
cease payment of benefits to Participants and
Beneficiaries attributable to employment with the affected
Employer and hold the portion of the Trust Fund allocable
to the Accounts of such individuals for the benefit of the
Employer's general creditors.  For this purpose, an
Employer shall be considered insolvent if it is unable to
pay its debts as they become due, or if it is subject to
a pending proceeding as a debtor under the United States
Bankruptcy Code.  The Committee shall inform the Trustee
in writing of the insolvency of any Employer.  Unless the
Trustee has actual knowledge of an Employer's insolvency
or has received notice of such insolvency from the
Committee or a person claiming to be a creditor of the
Employer, the Trustee shall have no duty to inquire as to
an Employer's solvency.  The Trustee may rely on such
evidence of insolvency as provides it with a reasonable
basis for making a determination concerning an Employer's
insolvency.
     Section 5.2    Resumption of Payments.  The Trustee
shall resume payment of benefits to the affected
Participants and Beneficiaries under the Plan only after
it has either determined the Employer is no longer
insolvent, or received permission from a court of
competent jurisdiction to resume such payments.  If there
are sufficient assets in the Trust Fund allocable to such
Employer and to the Accounts of the affected Participants
and Beneficiaries at the time the Trustee resumes payment
of benefits, the first such payment shall include the
aggregate amount of all payments due to Participants and
Beneficiaries for the period during which benefit payments
were suspended, less the aggregate amount of any payments
made directly by the Company and Participating Employers
during such suspension of benefits.
     Section 5.3    Participants as Creditors.  Nothing
contained in the Plan or Trust shall diminish the rights
of Participants and Beneficiaries to pursue their rights
as general creditors of an insolvent Employer with respect
to benefits due under the Plan.
                ARTICLE VI
         TRUSTEE POWERS AND DUTIES
                     
     Section 6.1    General.  Absent a change in control,
the Trustee shall hold, manage, invest, distribute and
otherwise administer the Trust Fund in accordance with the
terms of the Plan and Trust Agreement and subject to the
specific direction of the Committee.  The Trustee shall be
responsible only for contributions actually received by
it.  Except as otherwise provided in the event of a change
in control, the Trustee shall have no duty or
responsibility with respect to the investment of the Trust
Fund, administration of the Trust, maintenance of
Participant Accounts, and distributions from the Trust
Fund, other than to follow the specific direction of the
Committee.
     Section 6.2    Trustee Standard of Care.  The Trustee
shall act with the care skill, prudence and diligence
under the circumstances then prevailing that a prudent
person acting in like capacity and familiar with such
matters would use in the conduct of an enterprise of like
character and with like aims.  The Trustee shall not,
however, incur liability to any person for any action
taken pursuant to a direction, request or approval given
by the Committee which is in conformity with the
provisions of the Plan or Trust.  
     Section 6.3    Trustee Powers.  To the extent
consistent with the specific direction of the Committee,
the Trustee is authorized, in its discretion, with respect
to any property at any time held or acquired by the
Trustee (including accumulated income), and without
authorization by any Court:
     (a)  to collect, receive and receipt for any
          principal or income;

     (b)  to invest at State Street Bank and Trust
          Company (i) in any type of interest bearing
          investment (including but not limited to
          savings accounts, money market accounts,
          certificates of deposit and repurchase
          agreements) and (ii) in non-interest bearing
          accounts (including but not limited to
          checking accounts) and (iii) in common or
          collective investment funds managed by the
          Trustee;

     (c)  to vote in person or by proxy, or to refrain
from voting, in respect of any securities held by
the Trust Fund, and to exercise any conversion privileges,
subscription rights or other options; to oppose
or consent to reorganizations, recapitalizations,        
consolidations, mergers and similar transactions with 
respect to such securities; 

     (d)   to retain any asset for any period or
          periods of time, to sell or otherwise dispose
          of the same at any time, in any manner, for
          cash or credit, and upon any terms and
          conditions, and to hold all or any part
          uninvested for any period or periods of time;

     (e)  to consent to the modification, renewal, or
          extension of any note, whether or not
          secured, or any bond or mortgage, or of any
          term, provision or guarantee thereof, or to
          the release of such guarantee; to refrain
          from instituting suits or actions against
          such obligors for deficiencies;

     (f)  to exercise or dispose of any or all options,
          privileges, or rights, whether to vote, by
          discretionary proxy or otherwise, or to
          assent, subscribe or convert, or of any other
          nature; to become a part to, or deposit
          securities or other property under, or accept
          securities issued under, any voting trust
          agreement;

     (g)  to assent to or participate in any
          reorganization, readjustment,
          recapitalization, consolidation, merger,
          contract or other action or proceeding by any
          corporation; to deposit securities or other
          property under, or become a party to, any
          agreement or plan for any such action or
          proceeding or for the protection of holders
          of securities; to subscribe to new securities
          issued pursuant to any such action or
          proceeding; to pay any assessments or other
          expenses in connection with any of the
          foregoing;

     (h)  upon advice of independent legal counsel, to
          adjust, compromise and settle or refer to
          arbitration any claim in favor of or against
          the Trust created by this Trust Agreement,
          and to institute, prosecute or defend any
          legal proceedings;

     (i)  to employ and to pay the compensation of any
          custodians and counsel, legal or investment,
          and to delegate discretionary powers to, and
          rely upon information or advice furnished by,
          such custodians or counsel;

     (j)  to hold property in its name as Trustee or,
          to the extent permitted by law, in its name
          without designation of any fiduciary capacity
          or in the name of a nominee or unregistered
          or in such form as will pass by delivery;

     (k)  generally, to exercise all such rights and
          powers, and to do all such acts, and to enter
          into all such agreements, as persons owning
          similar property in their own right might
          lawfully exercise, do or enter into.

     Section 6.4    Trustee Records and Accounts.  The
Trustee shall keep accurate and detailed accounts of all
investments, receipts, disbursements and other
transactions hereunder, and all accounts, books and
records relating thereto shall be open to inspections and
audit at all reasonable times by the Committee or its
delegate.  Within ninety (90) days following the close of
each fiscal year of the Trust (which shall be the calendar
year), and within ninety (90) days after the removal or
resignation of the Trustee pursuant to the provisions of
Article VII, the Trustee shall provide the Committee an
accounting of the investments, receipts, disbursements and
other transactions effected by the Trustee or reported to
it by such investment managers as may be appointed
hereunder during the preceding fiscal year or during the
period from the close of the last such fiscal year to the
date of such removal or resignation.  Upon the expiration
date of ninety (90) days from the date of filing such
annual or other accounting, the Trustee shall be forever
released and discharged from all liability and
accountability to anyone with respect to the propriety of
all acts and transactions reflected in such accounting,
except with respect to any such acts or transactions as to
which the Committee shall object within such ninety (90)
day period.
     The Trustee shall from time to time make such other
reports and furnish such other information concerning the
Trust Fund as the Committee may reasonably request or as
may be required by the Plan.
     Section 6.5    Settlement of Accounts. 
Notwithstanding the provisions of Section 6.4, the Trustee
shall have the right to apply to a court of competent
jurisdiction for the settlement of its accounts.  Any
judgment or decree which may be entered in such a
proceeding shall be conclusive as to all persons having or
claiming to have an interest in the Trust Fund or under
the Plan.
                ARTICLE VII
    RESIGNATION OR REMOVAL OF TRUSTEES

     Section 7.1    General.  The Trustee may resign at any
time by delivering thirty (30) days written notice thereof
to the Committee, unless such notice period is waived in
whole or in part by the Committee.  The Trustee may be
removed at any time by the Committee delivering to the
Trustee notice of removal in writing.  Such removal shall
be effective on the date specified in the notice.
     Section 7.2    Successor Trustee.  Upon the
resignation or removal of the Trustee, a successor trustee
shall be appointed by the Committee.  The Trustee shall
continue to serve, and receive compensation and
reimbursement of its expenses, until a successor accepts
the Trust and receives delivery of the Trust Fund.  Any
successor trustee must be a commercial bank or trust
company which is not  affiliated with the Company or a
Participating Employer and is established under the laws
of the United States or a State within the United States. 
A successor trustee shall have all the rights, powers and
duties granted the Trustee hereunder.  Upon the
resignation or removal of the Trustee, the appointment of
a successor trustee, and after the acceptance and approval
of its final accounting, the Trustee shall transfer the
Trust Fund to such successor. 

               ARTICLE VIII
                TAX MATTERS

     Section 8.1    Tax Consequences to Grantor.  As this
Trust is a grantor trust, within the meaning of Code
section 671, et. seq., all taxable Trust Fund income,
expense, gain or loss is attributable to the Company and
Participating Employers, as applicable, for income tax
purposes.  To the extent required by law, the Trustee
shall furnish the Company and Participating Employers with
such informational returns as may be required for federal
or state tax purposes.
     Section 8.2    Withholding.  The Trustee shall verify
that the Company and Participating Employers have provided
for the reporting and withholding of any federal, state or
local taxes as may be required to be withheld from
payments to Participants and Beneficiaries, and the
payments of the amounts so withheld to the appropriate
taxing authority and, if it determines such provisions
have not been made, the Trustee shall report and withhold
all such taxes and shall pay the amounts so withheld to
the appropriate taxing authority.

                ARTICLE IX
    AMENDMENT AND TERMINATION OF TRUST

     Section 9.1    Amendment of Trust.  This Trust
Agreement may be amended, in whole or in part, at any time
by the Company, pursuant to a resolution of the
Compensation Committee of the Board of Directors; provided
no such amendment shall conflict with the terms of the
Plan or make the Trust revocable after it has become an
irrevocable funded trust.  No amendment shall increase the
duties and responsibilities of the Trustee without the
Trustee's written consent.  After a change in control no
amendment to the Trust Agreement shall be allowed.
     Section 9.2    Termination of Trust.  This Trust
Agreement shall terminate upon the earlier of (i) an
unfriendly change in control (as that term is defined in
Plan Section 10.2),  (ii) the exhaustion of the Fund, or
(iii) the satisfaction of all liabilities of the Company
and Participating Employers under the Plan, unless such
Plan and Trust are earlier terminated by the Company. 
Upon the termination of the Trust, and the Trustee shall
follow the direction of the Committee with respect to the
liquidation of the Trust Fund and the payment of the Trust
Fund to Participants and Beneficiaries.  After all benefit
liabilities under the Plan have been satisfied, the
Trustee shall, as soon as reasonably possible, wind-up the
affairs of the Trust and pay any amounts remaining in the
Trust Fund to the Company and Participating Employers.  If
the Trust is terminated due to a change in control,
however, the provisions of Section 3.2 shall apply. 
     Section 9.3    Liquidation of Trust.  Upon termination
of the Trust the Trustee shall, after the acceptance and
approval of its final accounting, distribute the remaining
Trust Fund assets, if any, to the Company and
Participating Employers.  Upon completing such
distribution, the Trustee shall be relieved and discharged
of all liabilities and obligations hereunder.  The powers
of the Trustee shall continue as long as any part of the
Trust Fund remains in its possession.

                 ARTICLE X
               MISCELLANEOUS

     Section 10.1   Nonalienability.  No disposition,
charge or encumbrance on the income or principal of the
Trust Fund, or any part thereof, by any Participant or
Beneficiary by way of anticipation shall be valid or in
any way binding upon the Trustee, and no Participant or
Beneficiary shall have any right to assign, transfer,
encumber or otherwise dispose of such income or principal,
or any part thereof, until the same shall be paid to such
individual by the Trustee, and no income or principal or
any part thereof shall in any way be liable to any claim
of any creditor of any such person.
     
     Section 10.2   Non-ERISA Plans.  The Plan is an
unfunded deferred compensation arrangement for a select
group of highly compensated and management employees and
as such is exempt from the application of ERISA, except
for the applicable limited disclosure requirements.  The
Plan and Trust are not, and are not intended to be,
qualified under Code sections 401(a) and 501(a),
respectively, and are not subject to any of the Code
requirements applicable to a tax-qualified plan or trust.
     Section 10.3   Trustee Compensation and
Expenses.  The Trustee shall be paid compensation by the
Company and Participating Employers in accordance with the
Trustee's usual and customary fees, together with its 
out-of-pocket expenses, unless otherwise agreed in writing by
the Committee and the Trustee.
     The Company and Participating Employers shall
reimburse the Trustee for reasonable expenses incurred in
the management and administration of the Trust Fund
including reasonable expenses of counsel, custodians and
other agents employed by the Trustee.  Such expenses and
compensation shall be a charge on the Trust Fund and shall
constitute a lien on the Trust Fund in favor of the
Trustee unless and until paid by the Company.
     Section 10.4   Indemnification.  The Company and
Participating Employers agree to indemnify and hold
harmless the Trustee from and against any losses, costs,
damages, claims or expenses, including without limitation
reasonable attorneys' fees, which the Trustee may incur in
connection with, or otherwise arising out of, the
performance by the Trustee of its duties hereunder in
accordance with the direction of the Committee, unless
such loss, cost, damage, claim or expense arises due to
the Trustee's gross negligence or willful misconduct.
     
     Section 10.5   Governing Law.  This Agreement
shall be construed and interpreted under, and the Trust
hereby created shall be governed by, the substantive laws
of the Commonwealth of Massachusetts.
     Section 10.6   Gender.  Neither the gender nor
the number (singular or plural) of any word shall be
construed to exclude another gender or number when a
different gender or number would be appropriate.
     Section 10.7   Successors and Assigns.  This
Trust Agreement shall be binding upon and inure to the
benefit of any successor to the Company as the result of
merger, consolidation, reorganization, or otherwise, and
any such successor shall promptly notify the Trustee in
writing of its successorship and furnish the Trustee with
such information as it shall require to fulfill its
responsibilities hereunder.
     Section 10.8   Counterparts.  This Trust
Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all
of which shall together constitute only one agreement.
     Section 10.9   Addresses of Parties. 
Communications to the Trustee shall be sent to
          State Street Bank and Trust Company
          225 Franklin Street
          Boston, MA  02110
          Attn:   Michael Richal, Operations Officer

or to such other address as the Trustee may specify in
writing.  Communications to the Company shall be sent to
the Company's principal offices or to such other address
as the Company may specify in writing.
     Section 10.10     Severability.  If any
provision of this Trust Agreement or the application
thereof to any person or circumstance shall be determined
by a court of proper jurisdiction to be invalid or
unenforceable, the remainder of this Trust Agreement, or
its application to such persons or circumstances other
than those as to which it is held invalid or
unenforceable, shall not be affected, and each provision
of this Trust Agreement shall be valid and enforceable to
the fullest extent permitted by law.
     IN WITNESS WHEREOF, the parties hereto have caused
this Trust Agreement to be duly executed this _____ day of
__________, 19___.

STATE STREET BANK AND TRUST COMPANY
Attest:
By
Its

Attest:PENTAIR, INC.

By Roy T. Rueb
Its Vice President
EXHIBIT 11

PENTAIR, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE

YEARS ENDED DECEMBER 31              
                                   1991     1992     1993     1994     1995
INCOME ($ THOUSANDS)1

Income before cumulative effects
  of accounting changes            $41,100  $42,800  $46,600  $53,600  $77,200 
 Cumulative effects of 
    accounting changes                   -  (41,625)       -        -        -
Net Income                          41,100    1,175   46,600   53,600   77,200
Preferred Dividend Requirements      6,358    8,545    6,114    5,416    5,203 

Earnings Available to Common and
Common Equivalent Shares - Primary  34,742   (7,370)  40,486   48,184   71,997 

Preferred dividends assuming
 conversion of Preferred Stock:
                   Series 1987       3,000    3,000      620        0        0
                   Series 1988         658    1,065    1,044    1,016      983  
                   Series 1990       2,700    4,480    4,450    4,400    4,220

Tax benefit on preferred 
ESOP dividend eliminated 
due to conversion into common            -     (700)    (833)  (1,046)  (1,243)

Tax benefit on ESOP 
dividend assuming con-
version to common - 
at common dividend rate                690      215     276       366      481

Earnings available to Common 
 and Common Equivalent 
 shares - Diluted                  $41,790     $690 $46,043   $52,920  $76,438 

SHARES (thousands)1
Weighted average number of shares
outstanding during the period       31,302  31,584   35,356    36,408   36,812

Shares issuable on exercise 
of stock options less 
shares repurchaseable
from the proceeds                     256     288      426       436       488

Common and Common Equivalent
 Shares - Primary                  31,558  31,872   35,782    36,844    37,300

Shares issuable on conversion of:
   $1.50 Cumulative Convertible
   Preferred Stock Series 1987      4,356   4,356     830          0         0
   $7.50 Callable Cumulative 
   Convertible Preferred Stock 
   Series 1988                      1,320   1,122   1,044      1,016       982
   8% Callable Cumulative Voting 
   Convertible Preferred Stock 
   Series 1990                      4,302   4,284   4,254      4,220     4,098

Common and Common Equivalent
 Shares - Diluted                  41,536  41,634  41,910     42,080    42,380

EARNINGS PER SHARE1

PRIMARY
Income from: 
 Continuing Operations             $0.47   $0.64   $0.76     $1.21       $1.48  
 Discontinued Operations            0.63    0.43   $0.37      0.10        0.45 
Earnings before cumulative  
 effects of accounting changes      1.10    1.07    1.13      1.31        1.93
Cumulative effects of 
  accounting changes                   0   (1.30)      0         0           0
Net income (loss)                  $1.10   $(.23)  $1.13     $1.31       $1.93

DILUTED
Income from:
 Continuing Operations             $0.47   $0.64   $0.76     $1.17       $1.41
 Discontinued Operations            0.53    0.37   $0.34      0.09        0.40
Earnings before cumulative 
effects of accounting changes      $1.00   $1.01   $1.10     $1.26       $1.81

NOTES:
1   Adjusted for stock dividend of 50% in June 1993 and 
     stock dividend of 100% in February 1996.

EXHIBIT 13

Pentair 1995

In 1995 We Increased 
Our Earnings, 
Boosted Our Cash Flow, Acquired Two New Businesses, and Focused 
on Growing as a 
Diversified Manufacturer.

Financial Highlights 1995

In Thousands, Except per Share Data and Percentages                         
                                  1995          1994          % Change
                                                          
Net Sales                   $1,402,871    $1,261,705               11%
Income from Continuing 
 Operations                     $60,500       $50,103               21%
Net Income                     $77,200       $53,600               44%

Earnings per Share from 
  Continuing Operations
Primary                          $1.48         $1.21               22%
Diluted                          $1.41         $1.17               20%

Cash Dividends per Common Share   $.40          $.36               11%
Common Shareholders' 
  Equity per Share               $12.37        $10.71               15%

Preferred Shareholders'
   Equity                       $44,582       $40,916                 _
Common Shareholders' Equity   $458,273      $391,058                 _
Return on Average Common 
  Shareholders' Equity            16.9%         13.2%                 _

Capital Expenditures           $63,838       $57,861               10%
Total Assets                $1,252,493    $1,161,142                8%
Long-term Debt to 
  Total Capital                     31%           49%                 _

Common Shares 
  Outstanding at Year-End        37,035        36,496                 _
Average Common and Common 
  Equivalent Shares              37,300        36,844                 _

Number of Employees             
9,150         8,525                 _

Share and per share data have been restated to reflect stock dividend in
February 1996.

Pentair 1995

We Continue to Grow 
and Add Value 
for Our Stakeholders, 
Guided by Our 
Code of Business Conduct and Driven by the 
Strategies Described 
in this Report.

#

Letter to Our Shareholders
Pentair

In 1995, Pentair successfully adjusted its focus and redefined its
business mix. Change and rapid growth characterized this 
year in which we took important steps to enhance our position as a 
leading diversified manufacturer and establish global presence in our 
major industrial product markets. As we deploy our energies and 
resources, our new focus and strategy will lend Pentair new stability, 
strength, and scope.

STABILITY: In 1994, we set a strategic objective to exit the paper market 
and focus on the growth of our industrial businesses. In 1995, we 
carried out the plan. Now, as a company fully focused on industrial 
manufacturing, our performance will be more consistent, our operations 
will be less capital intensive, and our sales and earnings will be 
less influenced by economic cycles.

STRENGTH:The sale of our paper businesses allowed us to strengthen our 
capital position by reducing debt and eliminating significant lease 
commitments. Proceeds from the sale are being used for aggressive 
development of our existing businesses and for acquisitions in areas 
of strategic focus.

SCOPE: In 1995, we acquired two excellent businesses which met our 
strategic growth objectives. Fleck Controls gives us entry and leading 
market share in the water conditioning controls industry; and 
Biesemeyer supplements Delta's line of woodworking accessories. A 
third acquisition in early 1996 of Aplex supplements Myers' industrial 
pumps offerings. We continue to seek acquisitions that will allow our 
businesses to expand and compete at broader levels.

Net sales from 1995 continuing operations increased 11 percent over 1994 
levels, while income from continuing operations grew 21 percent over 
the previous year. Earnings per share increased 20 percent, and our 
common stock price increased from $213\8 at year-end 1994 to $247\8 at 
year-end 1995. In January 1996, the board approved a 25 percent 
increase in 1996 quarterly cash dividends, making this the 20th 
consecutive year of increased dividends. Dividends and share price 
appreciation resulted 
in total return to shareholders of 18.3 percent in 1995.

Two moves in 1996 made Pentair more accessible and valuable to our 
shareholders. In February, we split our common stock two-for-one, 
increasing the shares outstanding to approximately 37 million; and in 
early March, we began trading our stock - under the symbol 
 - 
on the New York Stock Exchange to improve our visibility in the 
international investment community and broaden our shareholder base. 
These moves were in keeping with our objective of encouraging broad 
ownership among our stakeholders.

The new Pentair is growth-minded, yet grounded in business fundamentals. 
Pentair's values and operating style continue to be based on a 
strongly decentralized model that focuses on the ethics, innovation, 
leadership, and participation of its people. This management 
philosophy has stood the test of time, 
and we believe it will continue to be a major factor in Pentair's 
growth and prosperity.

As part of the process of change, however, we have adapted our strategies 
to the realities of the current business environment. We have expanded 
beyond being broadly diversified with a focus on turning around 
underperforming companies and developing their niche markets. And, 
as Pentair has matured, we have moved our major product lines into 
international markets and broadened our channels of distribution to 
serve

all our potential customers. We now have a leading global market 
position in some of our major product lines, while in others we 
possess strong, growing market share. This requires that we allocate 
our resources 
to enhance that strategic position and to provide services that are 
significantly value-added.

Much of Pentair's development strength is found in its aggressive 
approach to innovation, not only in terms of product development, but 
in terms of distribution, marketing, customer service, and our 
management approach. We expect innovation and performance from our 
people, and feel strongly that our decentralized yet participative 
work system encourages creative thinking and new approaches to the way 
we do business. One of Pentair's chief competitive advantages is the 
ability of our people to develop and produce value-added products and 
to deliver them with consistency, integrity, and service to the 
customer.

Pentair is guided by a Code of Business Conduct established by the early 
leaders of the company (see inside back cover). Our standards are 
high. We manage our businesses so that we are respected for our 
actions by stakeholders _ including employees, plant communities, 
customers, suppliers, and shareholders. We honor our agreements, meet 
our obligations on time, maintain the spirit and intent of our 
commitments, and value good relationships.

Because of our commitment to these high principles, our business 
transactions tend to be friendly and mutually beneficial. In the 
second quarter of 1995, our paper businesses were sold to companies 
that could provide them with broad opportunities and resources, and 
would maintain the commitments we had made to mill employees, 
customers, suppliers, and communities. In the acquisition transactions 
of 1995 and early 1996, corporate culture and management practices 
figured significantly in the 

Focused on growth and top performance.
Guided by our Code of Business Conduct.
Protecting the interests of all stakeholders.

owners' decision to sell to us. When we 
buy businesses, we buy for 
the long term. Some 75 percent of the officers of our subsidiaries were 
employees of the businesses prior to Pentair ownership.

Employee satisfaction and high standards of performance continue to be 
our hallmarks. At every level of business, we encourage employee 
participation, communication, and skills development. We maintain a 
lean corporate structure, and strive to keep decision-making as close 
as possible to the operations themselves so that subsidiary businesses 
can function autonomously. Equally important, we intend to remain an 
independent public company, believing that only through independence 
can we continue serving the best interests of our stakeholders.

The strategies and tactics of our subsidiaries, and of Pentair as a 
whole, are 
to continue the growth of our existing businesses through internal 
development, supplemented by appropriate acquisitions. We will 
continue to look for turnaround situations where feasible and 
practical, but first and foremost, we will pursue acquisitions that 
enhance the value of our existing businesses.

I would like to thank all of our stakeholders - employees, shareholders, 
customers, suppliers, and communities in which we operate - for their 
support and contributions in developing Pentair. We are optimistic 
that 1996 will prove to be a very successful year, and as a management 
team, we remain confident that the best years for Pentair are still 
ahead.

Winslow H. Buxton
Chairman, President, and Chief Executive Officer

Electrical Business Strategies
Pentair

Augmenting each other's strengths in product 
design, marketing, and manufacturing through partnering, Hoffman and Schroff 
are capturing 
an increasingly greater share of the world enclosures market.

Mounting global initiatives with combined resources, Sales Vice Presidents 
Ronald Weingartner of Schroff and Del Nickel of Hoffman Engineering are 
working together for a bigger piece of the world enclosures market. 
Cross-marketing is one tactic providing each
company with access to new market territories.

Today, electrical and electronic enclosures represent a $5 billion market 
worldwide. To be recognized as the unequivocal market leader in this 
industry by the year 2000 is the shared goal of Hoffman Engineering 
Company and Schroff, the two companies that comprise our enclosures 
business. Currently Hoffman has a leading share of the electrical 
enclosures market in North America while Schroff leads the electronic 
enclosures market in Europe. Together, they hold a major share of the 
world market, and they are positioning themselves for further growth.

To leverage their leadership positions and increase market share, Hoffman 
and Schroff continue to cultivate the synergistic partnership that 
began in 1994 when Schroff became a Pentair company. Through 
cooperative efforts in 1995, Hoffman and Schroff penetrated new 
markets and expanded product offerings at record rates. 
At the 1995 Hannover Fair, for the first time under one banner, Hoffman 
and Schroff introduced new product lines. This joint marketing venture 
fulfilled two goals: it provided Hoffman a significant channel for 
European sales, and it gave Schroff entry into the European electrical 
enclosures market. Inclusion of each other's product lines in catalogs 
boosted sales for both companies. Cooperative manufacturing 
arrangements also have allowed Hoffman to begin manufacturing 
electronic enclosures. Schroff, which began manufacturing electrical
en closures in the United Kingdom in 1994, will expand to continental 
Europe in 1996.

A joint product development team comprised of staff from Schroff and 
Hoffman launched an effort in 1995 to develop an enclosure that would 
meet the diverse needs of both companies' customers. Combining 
Schroff's expertise in electronics packaging with Hoffman's knowledge 
of industrial enclosures resulted in a new enclosure line which will 
be introduced to European markets in 1996. Meanwhile, Hoffman and 
Schroff 

have already begun additional joint development projects that
will further reinforce their leadership position and reputation for 
quality products in the global enclosures market.

Hoffman and Schroff entered the rapidly growing Southeast Asian market in 
June, opening a joint sales office in Singapore. This strategic 
location provides access to the Pacific Rim and complements our 
manufacturing location in Japan. In anticipation of increasing product 
demand, electrical enclosures will be stocked in the region by the 
second half of 1996.

Expansion into new geographical territories, joint product development,
and shared marketing initiatives are expected to dramatically increase 
sales volumes and raise production demands. Anticipating growth, Hoffman and 
Schroff have taken steps to construct new facilities and expand 
existing capacity in North America, Europe, and Asia. For example, in 
late January 1996, Hoffman announced plans to build a new $30 million 
large enclosure manufacturing facility in Mount Sterling, Kentucky.

Aggressive cross-marketing and joint product development made 1995 a year 
of unprecedented sales growth and territory expansion for our 
enclosures business. We will continue to support Schroff/Hoffman 
partnership strategies, which amplify the collective strengths of both 
companies and contribute significantly to Pentair's overall vision of 
global presence and growth.

Layering strength upon strength, Hoffman and Schroff thrive. At our current 
rate of growth, we will hold the leading global market share in enclosures by 
the year 2000.

Tool Business Strategies
Pentair

By the turn of the century, Pentair's tool businesses will more than double
in size on the strength of 
low-cost manufacturing, multi-channel distribution, savvy marketing, and
innovative new products.

Elevating the art of innovative tool development to new heights, Lou Brickner 
of Delta International and Matt Popik of Porter-Cable lead teams of designers 
whose products have earned 28 awards in the last four years.

Tool Business Strategies
Pentair

Pentair businesses compete in markets where survival is dependent on the 
ability to generate a steady stream of new products. The companies 
that comprise our tool business _ Delta International Machinery Corp. 
and Porter-Cable Corp. _ are highly successful competitors in 
challenging markets because they continuously invest in innovative 
product design and development, bring products to market quickly, and 
market them aggressively. Successful pursuit of this strategy is 
reflected in the fact that new products introduced since 1990
represent 59 percent of Delta and Porter-Cable 1995 combined sales.

Innovative product development is our hallmark. Porter-Cable's Profile 
Sander, which was introduced in 1995, rapidly exceeded our unit sales 
projections. Sales rose even higher when the sander was selected by
Popular Mechanics for the magazine's prestigious 1995 Design and Engineering 
Award. More recognition followed, including the 1995 National Hardware 
Show's Retailer's Choice Award. Our products consistently receive 
honors for their innovation and quality. 

New product offerings are being created through a balance of internal 
development and the acquisition of well-respected, related businesses. 
In 1995, Delta purchased Biesemeyer Manufacturing Corporation of Mesa, 
Arizona, a maker of premier saw fences and woodworking accessories. 
The Biesemeyer acquisition brought 24 new accessories to Delta's 
machinery line, and gave Delta customers new options for accessorizing 
Delta products.

Staying price-competitive in the home center market requires constant 
review of manufacturing and sourcing options. Our tool businesses 
supplement U.S. manufacturing by sourcing 

tools and components from 
partners based in Australia, Taiwan, and mainland China. Sourcing 
allows Delta and Porter-Cable to dramatically increase the number of 
new tools brought to market and to complete that process in a fraction 
of the time. 

Porter-Cable this year broke ground for a 128,000-square-foot 
distribution center in Jackson, Tennessee, to make more space 
available in the existing facility for manufacturing, and to meet the 
growing needs of distribution and customer service. Both Delta and 
Porter-Cable improved their warehouse management systems to achieve 
shorter lead times, higher fill rates, and just-in-time delivery.
Strong national television exposure lends sustained support to our 
marketing initiatives. Delta and Porter-Cable continue to promote 
woodworking as a hobby by underwriting the increasingly popular New 
Yankee Workshop and American Woodshop on PBS. Each week, these 
programs, which reach a targeted audience of 12.5 million 
do-it-yourselfers, strengthen our reputation, brand name recognition, 
and sales. Our distributors also benefit at the local level through 
co-op advertising.

In the future, our goal of growing twice as fast as the rapidly growing 
North American tool market will be accomplished through a balance of 
internal development and acquisition. As we pursue growth, we will 
seek to expand our product accessories offering and ultimately broaden 
the definition of what constitutes a tool.

Additional investments in internal development and related acquisitions are 
building the market strength of Pentair's tool businesses.

Tool Business Strategies
Pentair

#

Water Products Business Strategies
Pentair

A key element of Pentair's strategic plan involves expanding our presence in 
the fast-growing global water products market. 
Pentair's acquisition of Fleck Controls, Inc. in November 1995 was a major 
step in this process.

Fred Lavender, president of Pentair's F.E. Myers pump company, and John
Hosler, Fleck Controls' president, reflect the management 
skill and expertise that 
are essential in Pentair's effort to capture a significant share of the 
global water products market.

#

Water Products Business Strategies
Pentair

In 1995, we began assessing the $4 billion global water products market 
which includes pump, water system, water conditioning, and filtration
markets _ to determine if it would be a suitable focus for Pentair business 
development. The market's 10 percent annual growth rate, combined with 
increasing demands for potable water in developing countries and more 
stringent requirements for water quality in developed nations, were 
indicators of excellent opportunity. We subsequently launched an 
initiative to expand our presence in the water products market. 

Our strategy for achieving growth in this market is two-pronged. We will 
enhance our current pump offering by accelerating new product 
development at F. E. Myers Co., and we will acquire businesses that 
either supplement our existing product lines or provide us entry into 
new product categories within the water products market. 

On November 1, 1995, we took a major first step in entering the water 
treatment business when we purchased privately held Fleck Controls, 
Inc. of Brookfield, Wisconsin, and its French subsidiary, Fleck 
Europe. Fleck designs, manufactures, and markets control valves which 
are major components in residential water softeners and commercial and 
industrial water conditioning systems. The former president of our 
Lake Superior Paper Industries joint venture, John Hosler, was 
appointed president of Fleck, which employs about 260 people in 
Brookfield and 50 at its Buc, France location. 
Fleck is an ideal fit with Pentair from the standpoints of corporate 
culture and 

strategic growth objectives. The acquisition gives us an 
enviable position in the global water controls marketplace. Fleck 
commands a leading share of the worldwide residential water 
conditioning controls market and holds a similar share of the 
international commercial/industrial water conditioning controls 
market. Its strong brand name, extensive product line, and 
well-established distribution channels provide the platform for rapid, 
far-reaching market expansion. 

F. E. Myers, the 125-year-old pump company upon which we are building our 
water products business, produced record earnings in 1995. Cost 
reductions and excellence in operations management contributed to the 
best year in the history of the company. In addition, Myers' 
acquisition of Aplex Industries Inc. of Midland, Texas, in January 1996
supplemented Myers' existing industrial 
pump line with specialized reciprocating pumps, parts, and accessories. 
The addition of Aplex to Myers gives Pentair a significantly greater 
presence in the industrial pump market. 

We intend to further develop our water products business by capitalizing 
on the strengths of Myers and Fleck: their established customer 
relationships and their reputations for product reliability and 
qality. Concurrently, 
we will continue to pursue acquisition strategies that allow us to expand 
existing product offerings and enter new channels within the water 
products market. 

The acquisitions of Fleck Controls and Aplex, together with the strong 
ongoing performance of Myers, give Pentair an excellent base upon which to 
build its presence in the water products market.

Emerging Businesses Strategies
Pentair

Essential to fulfilling our performance objectives is cultivating our
emerging
businesses through a combination of manufacturing refinements, marketing, 
investment, product development, and 
acquisition strategies.

Determining the next major business segment to take a seat with the existing 
electrical, tool, and water products businesses is a responsibility of 
Pentair's operations leadership, Gerry Kitch, Rick Cathcart,
and Joe Collins.

Emerging Businesses Strategies
Pentair

Pentair's vision for business development is broad in scope, and goes 
well beyond tools, water products, and electrical. A stated objective of our 
strategic plan is to identify and establish other major business 
segments 
that we can drive and grow. For direction, we look to our Lincoln 
Industrial, Lincoln Automotive, and Federal Cartridge Company 
businesses and the lubrication, automotive servicing, and ammunition 
markets they represent. 

These businesses are steadily performing, well-managed companies that 
have the potential to become major Pentair business segments. We 
nurture these businesses and support efforts to enhance manufacturing, 
marketing, and product development approaches that will contribute 
to their internal growth. At the same time, we continue to explore 
acquisition opportunities that will allow us to achieve greater impact 
in targeted markets. 

Federal Cartridge, which has clearly established itself as the technology 
leader in the ammunition business, continues to broaden its innovative 
product line. In 1995, nontoxic lead-free BallistiCleantrademark 
bullets were developed to improve shooting range environments, and 
high-power TacticalRegistration Mark pistol cartridges for law 
enforcement applications were introduced. Today, law enforcement 
agencies rely on Federal ammunition and account for a sizeable portion 
of Federal's total sales. Federal's competition loads, which helped 
the U.S. Shooting Team win two Olympic medals in 1992, continue to win 
awards for competitive shooters. In 1995, Federal sustained its 
position or gained in all markets; it is one of three major suppliers 
of ammunition in the United States. 

Lincoln Industrial, our international lubrication business which has 
operations in the United States and Germany, turned in an outstanding 
financial 

performance in 1995. An innovative new marketing program, 
which helped reposition a product line, contributed to a 14 percent 
increase in 1995 sales. Moving a portion of its European manufacturing 
to plants in the Czech Republic introduced significant cost 
efficiencies. This 
was reflected in a 17 percent improvement in productivity. Lincoln 
Industrial continues to be competitively strong in its market, and is 
positioning itself through new product development and new marketing 
strategies to capture a greater share of the automated lubrication
market which is expanding as customers convert from manual to automated 
lubrication systems. 

Lincoln Automotive improved its performance in 1995, despite a flat
market. The company, which sells vehicle service equipment and supplies to 
automotive aftermarkets, in 1995 was named the NAPA Tools and 
Equipment Supplier of the Year for the second year in a row. The 
MarquetteRegistration Mark welding equipment line, acquired in 1992
and reintroduced in late 1994, is Lincoln's fastest growing product line with
1995 sales of approximately $14 million. 

We continue to evaluate opportunities to build a major business segment 
using one of our emerging businesses as the cornerstone. We also seek 
to acquire substantial, established companies with products, 
manufacturing, or distribution to blend with and accelerate the growth 
of our existing companies. Finally, we seek what we call 
"opportunistic" acquisitions _ underperforming businesses that may 
operate in industries unrelated to those in which we currently conduct 
business and that, once revitalized, will generate above-average 
returns for our shareholders.

By nurturing its
emerging businesses 
with management expertise, investment, and product development, Pentair 
will continue its history of profitable growth. 

Subsidiaries
Pentair

Pentair, Inc. Pentair, with approximately 9,000 employees world wide, is 
composed of nine diverse manufacturing businesses which operate under 
a common Code of Business Conduct. These businesses provide 
construction, woodworking, recreation, electronics, law enforcement, 
water conditioning, automotive, and industrial markets with a wide 
range of innovative, quality products. Headquartered in St. Paul, 
Minnesota, Pentair was incorporated in 1966. Its subsidiaries span the 
globe with 32 operations in North America, Europe, and Asia. Pentair 
common stock is listed on the New York Stock Exchange under the 
symbol: PNR. 
Waters Edge Plaza, 1500 County Road B2 West, St. Paul, MN 55113-3105, 
612/636-7920

CORPORATE OFFICERS
Winslow H. Buxton, Chairman, President, and Chief Executive Officer
Richard J. Cathcart, Executive Vice President
Joseph R. Collins, Executive Vice President
James H. Frank, Senior Vice President, Enclosures
David D. Harrison, Executive Vice President and Chief Financial 
Officer
Ronald V. Kelly, Senior Vice President
Gerald C. Kitch, Executive Vice President, President International

Business Development
Deb S. Knutson, Vice President, Human Resources
Roy T. Rueb, Vice President, Treasurer, and Secretary

DELTA INTERNATIONAL MACHINERY CORP. Products A full line of homeshop 
products, select contractor tools, a broad line of general purpose
stationary woodworking machinery, and a complete line of accessories.

Markets Residential, commercial, and industrial construction; 
do-it-yourself/homeshop craftsmen; remodeling; and cabinet 
manufacturers, case goods, and furniture makers. President Nevin J. 
Craig 
Employees 700 Locations Pittsburgh, Pennsylvania; Tupelo, 
Mississippi; Memphis, Tennessee; Guelph, Ontario, Canada; Mesa, Arizona; 
and Taichung, Taiwan. 246 Alpha Drive, Pittsburgh, PA 15238, 
412/963-2400

Federal Cartridge Company Products Shotshell, centerfire, and rimfire 
cartridges; ammunition components; and clay targets. Markets Hunting; 
trap, skeet, sporting clay, and target shooting; the U.S. government; 
and law enforcement agencies. President Ronald V. Mason Employees 1,200
LOCATIONS Anoka, Minnesota; and Richmond, Indiana. 900 Ehlen Drive, Anoka, 
MN 55303, 612/421-7100

Fleck Controls, Inc. Products Residential, commercial, and industrial 
control valves and accessories for water softening, conditioning, and 
filtration. Markets Residential, commercial, and industrial water 
conditioning. President John C. Hosler Employees 310 
Locations Brookfield, Wisconsin; and Buc, France. 20580 Enterprise Way,
Brookfield, WI 53005-1006, 414/784-4490

Hoffman Engineering Company Products Metallic and composite enclosures 
and cabinets for electrical and electronic controls, instruments, and 
components. Markets Original equipment manufacturers; plant 
maintenance and repair; and construction. President Richard W. Ingman
Employees 2,250 Locations Anoka, Minnesota; Brooklyn Center, Minnesota; 
Scarborough, Ontario, Canada; Hemel Hempstead, Hertfordshire, United 
Kingdom; and Reynosa, Mexico. 900 Ehlen Drive, Anoka, MN 55303, 
612/421-2240

Lincoln Automotive Products Vehicle service products including 
lubricating tools and equipment, battery charging and testing 
equipment, welding equipment and supplies, and a complete line of 
lifting equipment including hydraulic jacks and specialty tools.
Markets Automotive after-markets 
including automotive repair and vehicle 
maintenance, farm, and industrial. Products are marketed through a 
distributor network to professional mechanics and vehicle maintenance 
facilities. 
President Barry J. Wetzel Employees 560 Locations St. Louis, Missouri;
Jonesboro, Arkansas; Nogales, Mexico; and Mississauga, Ontario, Canada. One 
Lincoln Way, St. Louis, MO 63120-1576, 314/679-4300

Lincoln Industrial Products Automated and manual lubrication systems 
and equipment; pumps and pump stations for thick fluids and viscous 
materials. Markets Manufacturers, process plants, mining, printers, 
and general lubrication. President Mark T. Schroepfer Employees 770
Locations St. Louis, Missouri; Walldorf, Germany; Detroit, Michigan; 
and Chodov, Czech Republic. One Lincoln Way, St. Louis, MO 63120-1576, 
314/679-4200

F. E. Myers Co. Products Pumps for residential and municipal wells; sump 
pumps for residential service; submersible non-clog and grinder pumps 
and systems for residential, commercial, and municipal service; and 
reciprocating and centrifugal pumps for commercial and industrial 
services. Markets Wholesale and retail distribution to residential users, 
municipal environmental organizations, and industrial manufacturing 
companies. President Fred C. Lavender Employees 600 
Locations Ashland, Ohio; Midland, Texas; Kitchener, Ontario, 
Canada; Jacksonville, Florida; and Sacramento, California.
1101 Myers Parkway, Ashland, OH 44805-2285, 419/289-1144

Porter-Cable Corporation Products Portable electric tools including 
circular saws, reciprocating saws, band saws, belt sanders, random 
orbit sanders, drills, and routers. Markets Woodworking, residential, 
and industrial construction; industrial fabrication and maintenance; 
and home craftsmen. President James A. White Employees 950 
Locations Jackson, Tennessee. 4825 Highway 45 North, Jackson, 
TN 38302-2468, 901/668-8600

Schroff Products Cabinets, cases, subracks, microcomputer packaging 
systems, and a full line of accessories including backplanes, power 
supplies, and technical workstations. Markets Industrial electronics
industry including key segments such as computers, test and measurement, 
private LANs/data communication, industrial control and factory 
automation, medical, and telecommunications. 
Co-Presidents Vince Tomlinson, Benno Gengenbach Employees 1,450 Locations 
Straubenhardt, Germany; Betschdorf, France; Hemel Hempstead, 
Hertfordshire, United Kingdom; Warwick, Rhode Island; Yokohama and 
Meiwa-Cho, Japan; Skarpnack, Sweden; Gallarate (Varese), Italy; and 
Singapore. Langenalber Str. 96-100, 
D-75334 Straubenhardt, Germany, (7082) 794-0

Financial Table of Contents
Pentair, Inc. and Subsidiaries

Financial Review  29
Management's Discussion & Analysis  30
Report of Management  36
Report of Independent Certified Public Accountants  36
Financial Statements  37
Notes to Consolidated Financial Statements  42
Selected Financial Data - Ten-Year Summary  57

Financial Review
Pentair, Inc. and Subsidiaries

Overview The Pentair vision is to be an independent, top-performing, 
consistently growing, diversified industrial company composed of 
subsidiaries that are recognized as leaders in their markets and whose 
combined performance maximizes benefits to shareholders, employees, 
customers and other stakeholders. Pentair is guided by its Business 
Code of Conduct and respected for and by its people.

Pentair, Inc. has strategic and financial objectives that guide 
management decision-making in creating value for its shareholders.

Pentair achieved solid financial results in 1995. Sales of continuing 
operations of $1.4 billion represented an increase of 11% over the 
previous year's comparable results. Earnings per share of continuing 
operations increased 20% to $1.41 per share in 1995. Free cash flow
from continuing operations was $35 million in 1995 compared to $12 million in
1994.

Total Return to Shareholders Pentair seeks to maximize value with 
strategic planning for long-term performance. The Company believes 
shareholder value is best measured by dividend returns and equity 
value growth, which are enhanced when EPS growth and ROE goals are 
achieved.

The Company continued its strong track record returning an average of 26% 
return to the shareholder in the five year period. Pentair achieved an 
18% total return to shareholders for the year ended December 31, 1995.
Financial Goals The financial goals are to achieve: a 10% EPS growth - 
annual growth in earnings per share over any ten-year period; and a
15% ROE - average return on common shareholders' equity over any five-year 
period. The Company approached its ROE objective for 1995, achieving a 
14.0% ROE for the five-year period ending with 1995. The Company 
reached its EPS objective achieving a 16.7% EPS growth rate over the 
ten-year period. Recently, the Company evaluated its financial results 
and has raised its goals to a 15% EPS growth in the near-term coupled 
with a 17% ROE.

Management's Discussion & Analysis
Pentair, Inc. and Subsidiaries

Strategic Transactions In September 1994, Pentair announced that it was 
exploring strategic alternatives for its paper businesses, including 
their possible sale. In the second quarter of 1995, all of the Pentair 
paper businesses were sold. The sale transactions have permitted 
Pentair to focus its commitment and resources in the industrial 
products sector, continuing the strong growth and leading market 
positions these businesses have achieved.

In 30 years of business, Pentair has achieved a reputation as one of the 
nation's premier diversified, growth-oriented manufacturing companies. 
To maintain this reputation and enhance value for our shareholders, it 
is important that we continue to follow the fundamentals that helped 
us grow as we pursue a new, more aggressive strategic plan.

Financial Condition The Company's financial condition grew stronger in
1995 with cash from operations being sufficient to fund business growth and 
capital expenditures. 
In 1995, the sale of the businesses in the Paper Products and Joint 
Venture segments substantially increased the financial strength of the 
Company. Funds obtained from the sale of these businesses were used to 
reduce private placement debt, and revolving credit borrowings. 

The Company has managed its financial condition to position itself in 
accordance with its strategic plan of focusing on its industrial 
businesses. The success of this financial management has led to 
efficient use of resources in maximizing cash flow from operations and 
minimizing external borrowing.

Cash from operating activities reached $105.7 million in 1995 compared to 
$75.2 million in 1994 as restated. Focused management of working 
capital levels, in relation to increased sales volume, helped cash 
flow. In 1995, cash from operations was sufficient to cover capital 
expenditures, investments in marketable securities in the captive 
insurance subsidiary and to cover dividend payments. The Company 
attained a positive free cash flow from continuing operations of $34.8 
million in 1995 compared to $12.2 million in 1994. Free cash flow, a 
measure of the internal financing of operational cash needs, is 
defined as cash from operations, less net operating investments, 
excluding acquisitions or dispositions of major business lines.

Looking ahead to 1996, cash from operating activities generated by the 
industrial businesses is anticipated to more than cover investments in 
capital, dividends and small synergistic acquisitions. The Company 
is in a position to finance additional acquisitions without significantly 
effecting its financial condition.

Pentair invests capital to maintain existing businesses, introduce new 
products and develop new businesses. In the last five years, $204
million has been reinvested in the businesses. Pentair has invested 
$63.8 million, $57.8 million and $28.1 million in the businesses in the 
Specialty Products and General Industrial 
Equipment segments for the periods 
ending December 31, 1995, 1994 and 1993, respectively.

Capital outlays are expected to be about $90 million in 1996. Future 
projects include a new manufacturing plant for Hoffman Engineering in 
Mount Sterling, Kentucky; reconfiguration and expansion of 
manufacturing facilities; upgrading of information technology systems; 
and new product development. Over the past 2 years, environmental 
capital expenditures have accounted for significantly less than 5% of 
the total capital spending. Amounts in the future are anticipated to 
be even less.

In 1995, the Company acquired Fleck Controls Inc. for approximately $134
million, net of cash acquired, of which $13.2 million was financed through 
revolving borrowings and the balance by delivery of promissory notes 
payable in 1996. These notes were paid in January through the use of
$100 million from a deferred payment received in connection with the sale of 
the paper businesses and the balance from revolving borrowings. In
1994, by contrast, the Company acquired Schroff GmbH for approximately $140
million, net of cash acquired, financed entirely through existing domestic 
and new foreign revolving credit facility agreements. 

As a result of the sale of its Paper businesses, Pentair's financial 
condition improved greatly in 1995, permitting the Company to repay 
in full, as of the end of the year, all U.S. revolving borrowings and to 
reduce its private placement debt. Even taking into account the 
acquisition of Fleck Controls, a portion of the purchase price of 
which was paid through the use of its revolving loan agreements, 
Pentair's long-term debt to total capital ratio as of December 31, 
1995 was 31%, down from 49% at the end of 1994. 

Based upon current operating plans, the credit available under revolving 
credit facilities is considered adequate to cover seasonal working 
capital, long-term capital expenditures, and captive insurance company 
investments.
In January 1996, the Company raised its quarterly dividend to 12.5 cents 
per share (25 cents pre-split), or an annual rate of $.50 per share
($1.00 pre-split). This is a 25% increase over 1995. 
Pentair has increased its dividend payment each year since
1976.Since the first cash dividend in 1976, dividends have increased at an 
average annualized growth rate of 16%.

Results of Operations

                                General
                 Specialty     Industrial
In Thousands     Products      Equipment       Corporate     Total
                                                 
Sales
1995             $516,841      $886,030              -       $1,402,871
1994              465,573       796,132              -        1,261,705
1993              411,570       534,994              -          946,564
Operating Income
1995             $56,655        $82,872         $(23,280)      $116,247
1994              49,518         76,003          (19,947)       105,574
1993              41,973         42,181          (16,021)       68,133

Consolidated
1995 Versus 1994 Consolidated net sales from continuing operations 
increased to $1,402.9 million in 1995, representing an 11.1% increase 
over 1994. Continued strength in both domestic markets as well as 
interna-tional sales helped propel the double digit growth rate. The 
acquisition of Fleck Controls at the beginning of November contributed 
less than 1% to this increase. With sales growth split evenly between 
the Specialty Product and General Industrial segments, we saw 
continued strength from new product introductions and further 
distribution channel penetration.

Operating income from continuing operations increased to $116.2 million 
in 1995, up 10.1% over 1994. Net income increased by 44.0% to $77.2
million versus $53.6 million in 1994. Double digit growth from continuing 
industrial operations, lower interest cost and a gain from the sale of 
our paper operations drove the substantial increase in net income.

Gross profit margin was slightly lower at 29.0% versus 29.3% in 1994 due 
primarily to additional cost in penetrating new channels 
of distribution and a product mix shift in sporting ammunition. As a 
result of increased sales and productivity improvement, the industrial 
businesses again reduced their selling, general and administration 
(SG&A) cost as a percent of sales from 19.9% in 1994 to 19.7% in 1995. 
 
Operating income as a percent of net sales for the continuing operations 
was 8.3% compared to 8.4% in 1994. This compares to 7.1% for the total 
business, including paper operations, in 1994. Most businesses 
increased their operating income margin with the exception of Federal. 
Federal's margins were down due to product mix changes created by 
external market factors in 1995 and higher raw material cost. Product 
mix had created very favorable profits in 1994. 

Interest expense declined dramatically in 1995 as long-term debt dropped 
from $408.5 million at the end of 1994 to $219.9 million in 1995.
Borrowings were reduced by application of proceeds from the 
sale of the paper businesses, partially offset by the purchase of 
Fleck Controls. 

The effective tax rate was higher in 1995, 40.5% versus 40.0% in 1994.
The higher rate resulted from increased profitability of operations 
outside the U.S.

1994 Versus 1993 Net sales from continuing operations increased to
$1,261.7 million in 1994, a 33.3% increase over 1993; 
largely attributable to the 
full year operating results of the Schroff group of businesses. In 
addition, strong worldwide economic conditions coupled with new 
products and new distribution channels helped drive the sales and 
earnings in the industrial businesses.

Operating income from continuing operations increased by 55.0%, $105.6
million in 1994 versus $68.1 million in 1993. This increase was due to the 
addition of the Schroff group as well as continued improvement from 
all industrial businesses.

Operating income as a percentage of sales for continuing operations 
improved from 7.2% in 1993 to 8.4% in 1994. Improved market 
conditions and greater operating efficiencies aided in this improvement.

Interest expense increased due to higher borrowing 
as a result of the Schroff acquisition and higher overall interest rates. 
The impact of higher rates was somewhat mitigated due to a favorable
mix of borrowing in Europe versus the US.

The effective income tax rate decreased from 40.7% to 40.0%.

Segment Discussion
Specialty Products Businesses in this group manufacture tools and 
equipment designed and marketed for commercial, residential and 
municipal construction and a variety of professional craftsman and 
do-it-yourself applications. The products include woodworking 
machinery (Delta); portable power tools (Porter-Cable); and 
residential water systems, sump pumps, environmental pumps and 
grinders, and industrial pumps (Myers). In November, 1995 Pentair 
acquired Fleck Controls, Inc., a manufacturer of residential, 
commercial, and industrial control valves and accessories for water 
softening, conditioning, and filtration. 

1995 Versus 1994 Specialty Products sales increased $51.3 million or
11.0% as a result of new product introductions and expanded 
distribution in home center and hardware channels. Acquired in 
November, Fleck Controls, Inc. contributed two months of sales and income 
to Pentair in 1995.

Operating income as a percent of sales increased to 11.0% from 10.6%
because of productivity gains and capacity efficiencies. 

1994 Versus 1993 Specialty Products sales increased $54.0 million or
13.1% Growth in this segment was driven by expanded distribution in 
the home center and hardware channels. All businesses experienced 
growth due to new products and strong market demand from positive 
housing starts and construction trends.

Operating income as a percent of sales increased to 10.6% from 10.2%
because of productivity gains and capacity efficiencies. 

Outlook Ongoing product development and broader distribution through 
market expansion should contribute to increased sales and operating 
income from the tool businesses in 1996. Completion of a new 
Porter-Cable distribution center should provide additional 
productivity efficiencies. Specialty Products will benefit from a full 
year of Fleck operations in 1996.

General Industrial Equipment The products of this group include 
electrical enclosures (Hoffman), electronic enclosures (Schroff) and 
lubrication systems and material dispensing equipment (Lincoln 
Industrial). These products are designed to facilitate industrial and 
commercial expansion and efficiencies. Other businesses in this group 
include automotive service equipment (Lincoln Automotive) and sporting 
and law enforcement ammunition (Federal).

1995 Versus 1994 General Industrial Equipment sales increased $89.9
million or 11.3% over 1994 driven by new product introductions 
and continued strong market demand across product lines. The active 
worldwide durable goods 
markets which characterized 1994 continued in 1995, increasing orders 
at Hoffman and Schroff. In contrast to 1994, orders at Federal were 
unusually weak in 1995 as customers and distributors worked down 
stock-piled inventories of ammunition that had been built the previous 
year in anticipation of new handgun regulations. Lincoln Automotive 
markets were essentially flat year to year, though operating 
efficiencies and higher sales to key customers helped the Company 
improve performance over 1994. Lincoln Industrial performed well as a 
result of productivity improvements, reduced working capital and 
increased sales.

Volume efficiencies and productivity improvements in most of the General 
Industrial Equipment businesses were offset by an unfavorable product 
mix at Federal, resulting in a decrease in operating income as a 
percent of sales from 9.5% to 9.4%. 

1994 Versus 1993 General Industrial Equipment sales increased $261.1
million or 48.8% over 1993. The existing businesses grew 15% with the 
acquisition of Schroff contributing the balance. 
New products and strong market demand contributed to 
the increase in existing businesses. Strong 
durable goods markets boosted orders at Hoffman and Schroff. The 
positive change in the European economy helped drive sales at the 
German subsidiaries. Orders at Federal were unusually strong in 1994
as customers stockpiled inventories of ammunition. 

Operating income as a percent of sales increased to 9.5% from 7.9%
improving the segment's overall margins during 1994. Volume efficiencies and 
productivity improvements strengthened margins.

Outlook New products and productivity gains are expected to contribute to 
increased sales and operating income for 1996 in this segment. 
Although the European economy is not expected to be as strong in 1996
as in 1995, the European operations are forecasting continued good 
performance for the year.

Inflation The rate of inflation remains at reasonable levels in the 
United States and most of the foreign economies that affect Pentair 
results.

Insurance Subsidiary The Company's captive insurance subsidiary provides 
a cost effective means of obtaining insurance coverage for general and 
product liability, workers' compensation and auto liability. The 
insurance subsidiary insures directly and reinsures an admitted
carrier. Loss reserves are established based on actuarial 
projections of ultimate loss.

Environmental Matters Pentair believes, 
that under current laws and regulations, its environmental matters are 
manageable in the ordinary course of the operations of affected 
businesses. Some subsidiaries face remediation of soil and groundwater 
as a result of predecessors or their own previous disposal practices. 
In addition, Pentair subsidiaries have been named as potentially 
responsible parties at a small number of Superfund or other sites 
being studied or remediated. In all cases to date, the affected 
business has been deemed to be a de minimis defendant or the 
business's share of remediation costs has not been material to the 
Company. With the sale of the paper businesses, the Company has 
contractually retained certain obligations pertaining to environmental 
issues of some discontinued operations.

For purposes of maintaining appropriate reserves against liabilities 
associated with environmental issues, whether involving on- or 
off-site locations, Pentair management reviews each individual site, 
taking into consideration the number of parties involved with the 
site, the joint and several liability imposed by certain environmental 
laws, the expected level of contributions of the other parties, the 
nature and quantities of wastes involved, the expected method and 
extent of remediation, the estimated professional expenses involved 
and the time period over which any costs would be incurred. Based on 
this evaluation, reserves are established when loss amounts are 
probable and reasonably estimable. Insurance recoveries are recorded 
only when claims for recovery are settled.

The Company also engages environmental professionals to perform periodic 
audits of its facilities to assist Pentair in complying with the 
various environmental laws and regulations faced by its businesses. 
Capital expenditures necessary for compliance with environmental 
regulations were not material during 1995 or 1994, nor are they 
anticipated to be material in the foreseeable future. 

Report of Management & Report of Independent Certified Public Accountants
Pentair, Inc. and Subsidiaries

To the Shareholders of Pentair, Inc.:

The consolidated financial statements of Pentair, Inc. have been prepared
by company management who are responsible for their 
integrity and objectivity. These statements have been prepared in 
accordance with generally accepted accounting principles and, where 
appropriate, reflect estimates based on judgments of management.

Pentair maintains a system of internal controls. 
Our systems provide reasonable assurance that assets are protected, 
transactions are appropriately reported and established procedures are 
followed.

The financial statements have been audited by Deloitte & Touche LLP, 
independent certified public accountants, whose report appears on this 
page.

The Audit Committee of the Board of Directors, comprised of outside 
directors, meets periodically with the independent certified public 
accountants and management to monitor activities and to ensure that 
each is properly 
discharging its responsibilities. The independent certified public 
accountants have free access to the Audit Committee, without 
management present, to discuss the results of their audit, the 
adequacy of internal accounting controls, and the quality of financial 
reports.

Winslow H. Buxton
Chairman, President, and Chief Executive Officer

David D. Harrison
Executive Vice President and Chief Financial Officer

To the Directors and Shareholders of Pentair, Inc.:

We have audited the accompanying consolidated balance sheets of Pentair, 
Inc. and subsidiaries as of December 31, 1995 and 1994, and the 
related consolidated statements of income, shareholders' equity and 
cash flows for each of the three years in the period ended December
31,1995. These financial statements are the responsibility of the Company's 
management. Our responsibility is to express an opinion on these 
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements 
are free of material misstatement. An audit includes examining, 
on a test basis, evidence supporting the amounts and 
disclosures in the financial statements. An audit also includes assessing 
the accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial statement 
presentation. We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, such consolidated financial statements present fairly, in 
all material respects, the financial position of Pentair, Inc. and 
subsidiaries at December 31, 1995 and 1994, and the results of their 
operations and their cash flows for each of the three years in the 
period ended December 31, 1995 in conformity with generally accepted 
accounting principles.

Deloitte & Touche LLP
Minneapolis, Minnesota
February 9, 1996

Consolidated Statements of Income
Pentair, Inc. and Subsidiaries

In Thousands, 
except per share amounts  Years Ended December Thirty-first  
                                 1995                1994            1993
                                                      
Net Sales                  $1,402,871         $1,261,705        $946,564

Operating Costs
  Cost of Goods Sold          996,576            892,321         682,662
  Selling, General and 
     Administrative            276,683            251,685         186,447
  Research and Development     13,365             12,125           9,322

Total Operating Costs       
                            1,286,624          1,156,131         878,431 
 
Operating Income              116,247            105,574          68,133 
Interest Expense              (21,861)           (23,519)        (14,155)
Interest Income                  7,308              1,450           1,155 
Income from Continuing 
  Operations before 
  Income Taxes                 101,694             83,505          55,133
Provision for Income Taxes 
                                41,194             33,402          22,450
Income from Continuing 
  Operations                    60,500             50,103          32,683
Discontinued Operations:
 Income from Operations 
    of Discontinued 
  Paper Products 
 and Joint Venture Segments 
  (Net of Applicable Income 
 Taxes of $2,740, $2,098 and 
  $8,350,Respectively)          4,566              3,497          13,917
Gain on Sale of Discontinued 
  Operations 
  (Less Applicable 
    Income Taxes of $7,734)    12,134                  0               0
Net Income                     77,200             53,600          46,600
  Preferred Dividend 
   Requirements                 5,203              5,416           6,114
  Earnings Applicable 
   to Common Stock            $71,997            $48,184         $40,486 

Earnings per Common Share
  Primary
    Continuing Operations       $1.48              $1.21            $.76 
     Discontinued Operations      .45                .10             .37 
                                $1.93              $1.31           $1.13 

Fully Diluted
  Continuing Operations         $1.41              $1.17           $ .76 
  Discontinued Operations         .40                .09             .34 
                                $1.81              $1.26           $1.10 

Average Common Shares Outstanding
  Primary                      37,300             36,844          35,782
  Diluted                      42,380             42,080          41,910

See Notes to Consolidated Financial Statements.

Consolidated Balance Sheets
Pentair, Inc. and Subsidiaries

In Thousands       December Thirty-first                1995         1994
                                                          
Assets
Current Assets
Cash and Cash Equivalents                            $36,648      $32,677
  Accounts Receivable _ Trade (Net)                  262,503      219,527
  Note Receivable                                    100,000            0
  Inventories                                        212,685      193,087
  Deferred Income Taxes                               26,017       23,087
  Net Assets of Discontinued Operations                    0      240,136
  Other Current Assets                                 9,391        8,701
  Total Current Assets                               647,244      717,215

Property, Plant and Equipment
  Land and Land Improvements                          18,284       16,708
  Buildings                                          100,355       92,958
  Machinery and Equipment                            312,250      257,389
  Construction in Progress                            21,219       11,677
  Total                                              452,108      378,732
  Less Accumulated Depreciation                      185,381      147,581
  Property, Plant and Equipment                      266,727      231,151

Marketable Securities _ Insurance Subsidiary          33,036       23,655
Goodwill _ Net                                       282,376      170,965
Other Assets                                          23,110       18,156
  Total Assets                                    $1,252,493   $1,161,142

In Thousands          December Thirty-first             1995         1994
                                                         
Liabilities
Current Liabilities
  Accounts Payable                                   $90,846      $78,065
  Notes Payable                                      120,732            0
  Compensation and Other Benefits Accruals            68,414       48,657
  Income Taxes                                        17,812        2,708
  Accrued Product Claims and Warranties               21,684       24,324
 Accrued Expenses and Other Liabilities               58,363       61,277
  Current Maturities of Long-term Debt                18,950        3,566
      Total Current Liabilities                      396,801      218,597
 Long-term Debt                                      219,896      408,503
 Other Liabilities                                    21,141       13,558
 
Deferred Income Taxes                                     68          366
 Pensions and Other Retirement Compensation           38,220       26,182
 Postretirement Medical and Other Benefits            46,158       40,878
 Reserves _ Insurance Subsidiary                      27,354       21,084

Commitments and Contingencies (Note 9)

Shareholders' Equity
  Preferred Stock _ at Liquidation Value
  Outstanding: 1,873,051 Shares in 1995 
   and 1,953,243 Shares in 1994                       65,656        68,444

Unearned ESOP Compensation                           (21,074)      (27,528)
  Common Stock _ Par Value, $.16  2\3
   Outstanding: 37,035,082 in 1995 
   and 36,496,310 in 1994                              6,172         6,082
  Additional Paid-in Capital                          169,832       163,273

  Currency Translation and Pension Adjustments         11,020         8,033 
  Retained Earnings                                   271,249       213,670

Total Shareholders' Equity                            502,855       431,974
Total Liabilities and Shareholders' Equity         $1,252,493    $1,161,142

See Notes to Consolidated Financial Statements.

Consolidated Balance Sheets
Pentair, Inc. and Subsidiaries

Consolidated Statements of Shareholders' Equity
Pentair, Inc. and Subsidiaries

In Thousands       Years Ended December Thirty-first
                                     1995            1994            199
                                                     
Preferred Stock
  Beginning Balance               $68,444         $69,380        $120,137
  Conversions into Common         (2,788)           (936)        (50,757)
  Ending Balance                   65,656          68,444          69,380

Unearned ESOP Compensation      $(21,074)       $(27,528)       $(35,453)

  Beginning Balance               $6,082          $6,044           $5,274
  Employee Stock Plans _ Net          54              26               35
  Conversions into Common             36              12              735
  Ending Balance                   6,172           6,082            6,044

Additional Paid in Capital
  Beginning Balance             $163,273        $160,438         $108,565
  Employee Stock Plans _ Net       3,828          1,926            1,914
  Conversions into Common          2,731          909             49,959
  Ending Balance                 169,832         163,273          160,438

Currency Translation 
  and Pension Adjustments
  Beginning Balance               $8,033        $(7,047)          $(1,483)
  Currency Translation               927         11,414             (709)
  Pension Adjustments              2,060          3,666           (4,855)
  Ending Balance                  11,020           8,033           (7,047)

Retained Earnings
  Beginning Balance             $213,670        $177,487         $147,612
  Net Income                     77,200          53,600           46,600
  Dividends
    Common                      (14,718)        (13,105)         (11,931)
   Preferred                    (5,203)         (5,416)           (6,114)
  Payment for Redemption of Stock Rights
                                   (558)             _                _ 
  Tax Benefit of Preferred Dividends  
                                    858          1,104              1,320
Ending Balance                  271,249         213,670            177,487
 
Total Shareholders' Equity     $502,855        $431,974           $370,849

See Notes to Consolidated Financial Statements.

Consolidated Statements of Cash Flows
Pentair, Inc. and Subsidiaries

In Thousands         December Thirty-first              
                                         1995        1994            1993
                                                            
Operating activities
  Net Income                            $77,200      $53,600         $46,600
  Adjustment for Discontinued Operations 
                                        (16,700)     (3,497)         (13,917)
  Adjustments to Reconcile to Cash Flow
    Depreciation                        41,570       34,924           23,988
    Amortization of Intangible Assets 
                                        7,364        5,895             2,542
    Deferred Income Taxes               5,725        2,903            (1,011)
  Changes in Assets and Liabilities, 
    Net of Effects of Acquisition
    Receivables                       (34,103)      (24,099)         (16,504)
    Inventories                       (9,257)       (12,364)         (14,723)
    Other Assets                      (10,060)      (8,597)          (5,647)
    Accounts Payable                  10,038        2,584             7,724
    Accrued Compensation and Benefits
                                      17,735        10,383            6,226
    Income Taxes                      9,692         (7,000)           1,459
    Pensions and Other Retirement Compensation 
                                      12,038        (12,251)          7,920
    Reserves _ Insurance Subsidiary   6,270         7,219             8,279
    Other Liabilities                 (11,849)      25,462            1,511

Cash from Operations:
  Continuing Operations               105,663       75,162           54,447
  Payments Related to Discontinued Operations       
                                      (34,925)     (5,405)           (29,606)
  Total Cash from Operating Activities                
                                      70,738       69,757             24,841

Investing Activities
  Capital Expenditures               (63,838)     (57,861)           (28,074)
  Proceeds from Sale of Discontinued Operations
                                     216,086           _                 _ 
  Acquisition of Businesses _ Net of Cash Acquired  
                                     (16,517)     (139,750)               _ 
  Purchase of Marketable Securities                 
                                     (13,081)     (9,598)            (13,513)
  Proceeds from Sale of Marketable Securities         
                                     6,091        4,537               2,976
  Cash Provided by (Used for) Investing Activities   
                                     128,741      (202,672)           (38,611)

Financing Activities
  Long-term Borrowings               30,792       171,528         128,853
  Payments of Long-term Debt         (210,236)    (19,231)        (104,741)
  Unearned ESOP Compensation Decrease 
                                     6,454        7,925            7,302
  Employee Stock Plans and Other                       
                                     4,161        3,041            3,164
  Dividends                          (19,921)     (18,521)         (18,045)

 Cash Provided by (Used for) Financing Activities  
                                    (188,750)     144,742          16,533
Effects of Currency Exchange Rate Changes           
                                    (6,758)       10,523           (828)
Increase in Cash and Cash Equivalents
                                    3,971         22,350            1,935
Cash and Cash Equivalents
 _ Beginning of Period      
                                    32,677        10,327            8,392
Cash and Cash Equivalents
 _ End of Period
                                    $36,648       $32,677          $10,327

Supplemental Cash Flow Information:
 Cash Payments for: Interest        $22,571       $22,856          $13,157
                Income Taxes        34,754        27,649           23,316

See Notes to Consolidated Financial Statements.

Notes To Consolidated Financial Statements
Pentair, Inc. and Subsidiaries

1. Summary of Significant Accounting Policies 

Principles of consolidation The consoli-dated financial statements 
include Pentair, Inc. and its wholly-owned subsidiaries. All 
significant intercompany balances and transactions have been 
eliminated.

Cash equivalents The Company considers all highly liquid investments 
purchased with a maturity of three months or less to be 
cash equivalents.

Property, plant and equipment Property, 
plant and equipment is stated at cost. Depreciation is computed using the 
straight-line method. Estimated useful lives are:
   Land Improvements:             5 years
   Buildings:                6 to 33 years
  Machinery and Equipment:  3 to 16 years.
    
Insurance Subsidiary The Company's wholly-owned insurance subsidiary,
established in June 1992, insures general and product 
liability, workers compensation, and auto liability risks. The 
insurance subsidiary invests in marketable securities including debt 
and equity securities classified as available-for-sale in accordance 
with Statement of Financial Accounting Standards No. 115, "Accounting 
for Certain Investments in Debt and Equity Securities." Debt and 
equity securities classified as available-for-sale are carried at fair
value on the balance sheet with unrealized gains and losses reported 
in a component of shareholders' equity.

These investments are treated as operating assets 
of the insurance subsidiary and the related earnings ($1,470,000, 
$1,108,000, and $775,000 in 1995, 1994 and 1993, respectively) are 
recorded as a reduction of the insurance component of cost of sales. 
Reserves for policy claims ($34,192,000 
in 1995 and $26,355,000 in 1994) are established based on actuarial 
projections of ultimate loss. 

The cost and market value of debt and equity securities of the insurance 
subsidiary at December 31, 
by contractual maturity, are shown below:

In Thousands                                  1995                   1994    
Debt Securities:                         Cost     Market       Cost     Market
                                                            
Due During the Next Year                 $1,504   $1,504       $1,828   $1,839
Due After One Year through Five Years    17,405   17,159       17,458   16,532
Due After Five Years through Ten Years   4,957    5,844        1,625    1,538
                                         23,866   24,507       20,911   19,909
Equity Securities:                       7,492    8,529        3,640    3,746
Total                                    $31,358  $33,036      $24,551  $23,655

    
Goodwill The excess purchase price paid over net assets of businesses 
acquired is amortized on a straight-line basis over periods ranging 
from 25 to 40 years. The amortization recorded for 1995, 1994 and 1993 
was $7,253,000, $5,895,000 and $2,542,000, respectively. Accumulated 
amortization was $25,860,000 and $18,607,000 at December 31, 1995 and
1994, respectively. The Company periodically reviews goodwill to assess 
recoverability. The Company evaluates the recoverability by measuring 
the unamortized balance of such goodwill against estimated future cash 
flows. If events or changes in circumstances indicated that the 
carrying amount of such asset may not be recoverable, the asset would 
be adjusted to the present value of the estimated future cash flows. 
Based on evaluations performed, there was no adjustment to the 
carrying value of goodwill in 1995.

Foreign currency translation Translation gains or losses resulting from 
translating foreign currency financial statements are reported in a 
separate component of shareholders' equity. Foreign currency 
transaction gains and losses are included in earnings as incurred.

Revenue recognition Revenue from sales is recognized at the time the 
product is shipped.

Product warranty costs Provision for estimated warranty costs is recorded 
at the time of sale and periodically adjusted to reflect actual 
experience.

Research and development Research and development expenditures are 
expensed as incurred. Development activities generally relate to 
creating new products, improving or creating variations of existing 
products, or modifying existing products to meet new applications.

Earnings per common share 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 
pre-ferred dividends paid to ESOPs are: for allo-cated shares credited 
to income tax expense; for unallocated shares, credited to retained 
earnings and 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.

On January 22, 1996 the board of directors approved a two-for-one stock 
split in the form of a 100% stock dividend. The dividend was payable 
February 16, 1996 to shareholders of record 
at the close of business on February 2, 1996. On April 21, 1993 the board 
of directors approved a three-for-two stock split in the form of a 50% 
stock dividend. The dividend was payable June 11, 1993 to shareholders 
of record at the close of business on May 14, 1993. All references in 
the financial statements to shares outstanding and related prices, per 
share amounts, and the stock plan data have been restated to reflect 
these splits. 

Recent Accounting Standards The Company adopted Financial Accounting 
Standards Board Opinion No. 121, "Accounting for the Impairment of 
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" on 
December 31, 1995. No adjustments were required. 

In October 1995, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 123, "Accounting for 
Stock-Based Compensation," which requires adoption of the disclosure 
provisions no later than fiscal years beginning after December 15, 
1995 and adoption of the recognition and measurement provisions for 
nonemployee transactions no later than after December 15, 1995. The 
new standard defines a fair value method of accounting for stock 
options and other equity instruments.

Companies are encouraged, but are not required, to adopt the fair value 
method of accounting for employee stock-based trans-actions, but are 
required to disclose in a note to the financial statements pro forma 
net income and earnings per share as if the Company had applied the 
new method of accounting.

The accounting requirements of the new method are effective for all 
employee awards granted after the beginning of the fiscal year of 
adoption. The Company has not yet determined if it will elect to 
change to the fair value method, 
nor has it determined the effect the new standard will 
have on net income and earnings per share should it 
elect to make such a change. Adoption of 
the new standard will have no effect on the Company's cash flows.

Reclassifications Certain reclassifications 
have been made to prior years' financial statements to conform to the 
current year presentation.

2. Fleck Acquisition Effective November 1, 1995, the Company acquired 
Fleck Controls, Inc., a manufacturer of control valves which are major 
components in residential water softeners, and commercial and 
industrial water conditioning systems for $133.9 million of which
$13.2 million was paid in cash and promissory notes due 
January 2, 1996 for $120.7 million were given for the remainder.
The acquisition was accounted for by the purchase method; 
accordingly, the purchase price was 
allocated to the assets acquired based on their estimated fair values 
as follows: working capital, $11.1 million; property, plant and 
equipment, $10.5 million; other non-current liabilities, $.2 million; 
other intangible assets, $3.5 million; and goodwill, $109.1 million. 
Goodwill will be amortized on a straight line basis 
over 25 years. The Fleck operating results are 
included in the Company's consolidated results from November 1, 1995.
Had the acquisition occurred at January 1, 1994, unaudited proforma results 
for 1994 are: net sales $1,322.2 million; income from continuing 
operations, $51.2 million and primary and diluted earnings per share 
from continuing operations, $1.25 and $1.20, respectively. Unaudited 
proforma results for 1995 are: net sales $1,460.0 million; 
income from continuing operations, $61.8
million and primary and diluted earnings per share 
from continuing operations, $1.52 and $1.44, respectively.

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 1994, or of the results 
which may occur in the future.

3. Schroff Acquisition Effective January 1, 1994, the Company acquired 
Schroff GmbH and its international subsidiaries, manu-facturers of 
cabinets, cases, subracks and accessories for the electronics 
industry, for $139.8 million. The acquisition was accounted for by the 
purchase method, accordingly, the purchase price was allocated to the 
assets acquired based on their estimated fair values as follows: 
working capital, $20.9 million; property, plant and equipment, $57.8
million; other non-current liabilities, $17.9 million; and goodwill, 
$79.0 million. Goodwill will be amortized on a straight line basis 
over 25 years.

The Schroff operating results are included in the Company's consolidated 
results from January 1, 1994. Had the acquisition occurred at January 
1, 1993, unaudited proforma results for 1993 are: net sales $1,098.6
million; income from continuing operations, $32.9 million and primary and 
diluted earnings per share from continuing operations, $0.77. 

4. Discontinued operations _ paper products and joint venture segments On 
April 1, 1995 the Company sold its Cross Pointe Paper Corporation 
subsidiary for $203.3 million, of which $103.3 million was received in 
cash and a promissory note due January 2, 1996 was received for the 
remainder. On June 30, 1995 the Company sold its Niagara of Wisconsin 
Paper Corporations, its 50% share of Lake Superior Paper Industries 
(LSPI) joint venture and its 12% share of Superior Recycled Fiber 
Industries (SRFI) for approximately $115.6 million cash.

The gain on the sales was $12.1 million after income tax expense of $7.7
million. The transaction added 28 cents to diluted earnings per share in 1995.

The prior years have been restated to include the Company's former paper 
businesses (Paper Products and Joint Venture segments) as discontinued 
operations.

Summarized results of operations and 
financial position data of discontinued 
operations were as follows:

Results of Operations 
in millions                      1995           1994            1993
                                                   
  Net Sales                    $145.1         $387.5          $381.6
  Operating Income                9.0           13.7            30.0
  Earnings, Net of Tax            4.6            3.5            13.9
  Gain on Sale, 
    Net of Tax                   12.1            0.0             0.0

Financial Position 
in millions                                      12/31/94
                                                 
  Current Assets                                     $92.1
  Net Property, Plant and Equipment                  179.8
  Other Assets                                        88.5
  Current Liabilities                               (67.1)
  Other Liabilities                                 (53.2)
  Net Assets of 
    Discontinued Operations                         $240.1

5. Balance Sheet Information Accounts receivable are stated net of 
allowances for doubtful accounts of $7,840,000 in 1995 and $7,189,000
in 1994.

Inventories are stated at the lower of cost or market. All foreign 
companies use the first-in, first-out - FIFO and moving average 
methods. The domestic Specialty Products and General Industrial 
segments use the last-in, first-out - LIFO method.

In thousands             1995            1994
                              
  Finished Goods     $134,456        $114,875
  Work in Process    40,801          41,283
  Raw Materials 
    and Supplies     37,428          36,929
     Total           $212,685        $193,087

If all LIFO inventories were valued at FIFO, aggregate inventory would 
have been $218,095,000 and $199,456,000 at December 31, 1995 and 1994, 
respectively. 

6. Long-Term Debt and Credit Facilities Revolving credit agreements are 
with five banks providing credit facilities of U.S. $200 million and 
Deutsche Mark 132.5 million. The Company must pay a commitment fee at 
the rate of .150 of 1% per annum on the total amount of the credit 
facility. The revolving credit facilities are committed through 
January 1, 1999 (term-out date). If not renewed prior to that date, 
outstanding loans at the term-out date are payable in 16 quarterly 
installments through January 2003. In the past, the Company has 
consistently renewed its revolving credit agreements prior to the 
term-out date.

Debt is Summarized as follows:
In thousands                                  1995      1994
                                                  
Revolving Credit Facilities:
 U.S. $ Revolver                              $0        $157,000
 DM Revolver                                  92,574    74,242
Private Placement Debt, Due 1996 to 2003, 
  Average Interest Rate 7.31%                 125,000   160,000
Other, Due Periodically to 2005, 
Average Interest Rate 6.4%                    21,272    20,827
Total                                         238,846   412,069
Current Maturities                            18,950    3,566
Total Long-term Debt                          $219,896  $408,503

At December 31, 1995, the Company had DM132.5 million (US$ 92.6 million) 
borrowed under the credit facilities at an average interest 
rate of 4.2%. The average credit facilities borrowing rates were 6.0% in
1995 and 5.2% in 1994. See also interest rate swap agree-ments at Note 7.

Various debt agreements require the Company to maintain minimum levels of 
earnings, tangible net worth and certain financial ratios. The 
agreements also contain various restrictive limitations on the payment 
of dividends and certain other restricted payments. Under the most 
restrictive covenants, $65,000,000 of the December 31, 1995 retained 
earnings were unrestricted for such purposes. The Company has remained 
in compliance with these covenants.

Total long-term debt maturities, excluding revolving credit facilities, 
are $18,950,000, $17,610,000, $15,923,000, $38,419,000 and $21,460,000 
for the years 1996 to 2000, respectively.

If revolving credit facilities are not renewed, the payouts would be
$17,358,000 in 1999, $23,144,000 in 2000 through 2002, and $5,784,000 in 2003.

7. Financial Instruments The Company has entered into interest rate swap 
agreements with major financial institutions to exchange variable rate 
interest payment obligations to fixed rate obligations without the 
exchange of the underlying principal amounts in order to manage
interest rate exposures. Net payments or receipts under the agreements are 
recorded as adjustments to interest expense and credit risk is considered 
remote.

As of December 31, 1995, the Company had swap agreements outstanding with 
an aggregate notional amount of $80,000,000. The swap agreements 
mature in 1996. The average interest rate fixed under the swap 
agreements is 7.67% Under the interest rate environment existing as of 
December 31, 1995, the net fair value of the Company's swap agreements 
was a net liability of $1,295,000.

As of December 31, 1995, the Company had in place forward starting swap 
agreements with an aggregate notional amount of $74,500,000. The 
forward swap agreements, which begin December 1996 through June 1999,
have an interest rate of 6.56% and an ultimate maturity of 8 years. Under the 
interest rate environment existing as of December 31, 1995, the net 
fair value of the Company's foward swap agreements was a net liability 
of $689,000.

Long-term debt, including current maturities, has a carrying value of
$238,846,000 and a fair value of $244,485,000. The estimated fair value 
represents the present value of debt service at rates currently 
available to the Company for issuance of debt with similar terms. 
Except for the above, all financial instruments are carried at amounts 
that approximate estimated fair value. 

8. Lease Commitments Rent expense related to operating leases amounted to 
$13,117,000, $7,199,000 and $6,729,000 in 1995, 1994 and 1993,
respectively. The majority of the lease expense is for information technology 
systems.

Future minimum rental payments under all operating leases are $9,645,000, 
$7,184,000, $5,202,000, $3,708,000 and $3,465,000 for the years 1996
to 2000, respectively. Rental payments subsequent to the year 2000 are
$7,848,000.

9.Commitments and Contingencies Various lawsuits, claims and proceedings 
have been or may be instituted or asserted against the Company 
relating to the conduct of its businesses, including those pertaining 
to product liability, environmental, safety and health, and employment 
matters. The Company records liabilities when loss amounts are 
determined to be probable and reasonably estimable. Insurance 
recoveries are recorded only when claims for recovery are settled. 
Although the outcome of litigation cannot be predicted with certainty 
and some lawsuits, claims or proceedings may be disposed of 
unfavorably to the Company, management believes, based on facts 
presently known, that the outcome of such legal pro-ceedings and 
claims will not have a material adverse effect on the Company's 
financial position, liquidity or future results of operations.

Under a $382,000,000 leveraged-lease financing for its former joint 
venture LSPI, the Company is committed to provide 
up to $95,000,000 additional cash to LSPI if 
needed to meet its lease obligation. In connection with the sale of 
LSPI, Consolidated Papers, Inc. (the purchaser) has agreed to 
indemnify the Company for any required payments.

10. Capital Stock
Preferred Stock The two classes of preferred stock (par value - $.10) 
are: $7.50 Callable Cumulative Convertible Preferred Stock, Series
1988; and 8% Callable Cumulative Voting Convertible Preferred Stock, 
Series 1990.Both issues are held by ESOPs (see Note 11). The preferred shares 
are convertible into common stock and are redeemable, in whole or in part, 
at the option of the Company on or after the dates indicated below, 
and at redemption prices declining to the original price per share 
after ten years.

Preferred Stock                           
Series 1988          Series 1990
                                                       
Shares
  Authorized                         300,000            2,500,000
  Issued and Outstanding             128,975            1,744,076

Liquidation Value                    $100.00            $30.25

Conversion
  Price of Common                    $10.66 to $13.34   $13.11
  Shares of Common                   9.375 to 7.5       2.3077

Early Redemption Date                January 1991       March 1994

                                                        

Upon the retirement or other termination of an ESOP participant, the 
shares of preferred stock (Series 1988 and 1990) in which he 
or she is vested are automatically converted into common shares and 
distributed in that form, with fractional shares paid in cash.

All outstanding shares of its $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 4,352,340 shares of common stock. 

Common Stock The authorized stock of the Company also consists of
122,200,000 shares of Common Stock with a par value of $.16 2\3. 
On April 21, 1993 the board of directors approved a three-for-two 
stock split in the form of a 50% stock dividend. 
The dividend was payable June 11, 1993 to shareholders 
of record at the close of business on May 14, 1993. On January 22, 
1996, the board of directors approved a two-for-one stock split in the 
form of a 100% stock dividend. The dividend was payable February 16, 
1996 to shareholders of record at the close of business on February 2, 
1996.

Changes in outstanding common shares are summarized as follows:

thousands                      
                                          1995         1994          1993
                                                            
Beginning Balance                         36,496        36,269        31,645
Employee Stock Plans _ Net                325           157           212
Conversion of Preferred Stock             214           70            4,412
Ending Balance                            37,035        36,496        36,269

11. Employee Stock Ownership Plan (ESOP) The Company has an Employee 
Stock Ownership Plan (ESOP) covering non-bargaining and some 
bargaining U.S. employees. The employees receive Series 1990 Preferred 
Stock in lieu of cash 401(k) matching contributions and other cash 
compensation.

To finance the plan, the ESOP borrowed $56,500,000 from the Company and 
exchanged it for 1,867,768 shares of Callable Cumulative Voting 
Convertible Preferred Stock, Series 1990 at $30.25 per share. The 
unpaid balance of the twenty-year, 8.75% loan with interest only for 
the first four years is included in the Company's balance sheet as 
unearned ESOP compensation.

Gross compensation expense (i.e. the value of shares allocated to 
participant accounts) was $5,391,000, $6,894,000, and $6,512,000 in
1995, 1994 and 1993, respectively. The stock held by the ESOP is released for 
allocation to the participants accounts as principal and interest is 
paid from dividends on unallocated shares ($2,202,000, $2,831,000, and 
$3,418,000 in 1995, 1994 and 1993, respectively) and Company 
contributions. Through December 31, 1995, the loan has been reduced
$49,750,000; of this, $35,426,000 (1,171,000 shares) has been allocated to 
participants accounts as compensation and dividends; and the 
difference is included in unearned compensation.

A separate frozen ESOP holds the Series 1988 Preferred Stock.

12. Omnibus Stock Incentive Plan In April 1990, shareholders approved the 
1990 Omnibus Stock Incentive Plan (the Plan) which authorizes the 
issuance of up to 3,268,352 shares of the Company's common stock. The 
Plan extends to January 11, 2000. At December 31, 1995, there were
491, 148 shares available for grant under the Plan.

The Plan allows for the granting of nonqualified stock options, incentive 
stock options, restricted stock and incentive compensation units 
(ICUs). Although none have been issued, the Plan also allows for 
granting of stock appreciation rights, performance shares and 
performance units. 

Restricted Shares and ICUs Restrictions on the restricted shares and ICUs 
generally expire in the third, fourth and fifth years after issuance. 
Beginning with 1993 grants, ICU restrictions will expire at the end of 
three years. The value of each ICU is based on the increase in book 
value of common stock during the restriction period and is payable 
when the restrictions lift. Compensation expense consists of (a)
amortization of the market value of the stock on the date of 
award over the period in which the restrictions 
lapse, and (b) the annual increase in ICU 
value. Compensation expense was $5,040,000 in 1995, $3,050,000 in
1994, and $2,491,000 in 1993. The Company records incremental tax benefits 
resulting from the program as additional paid-in capital.

Options Options are granted to purchase shares at not less than fair 
market value of shares on date of grant. Options generally expire 
after five years but may expire up to ten years from date of grant.

Details of options are as follows:

                                     Number of Shares           Option
Price
                                                                  
1993
  Granted                                      392,998                 $13.50
  Exercised                                    317,304      $6.8182 - $14.708
  Forfeited                                     22,268      $8.1667 - $14.708
  Outstanding, End of Year                     1,255,742    $8.1667 - $14.708
  Exercisable, End of Year                     491,154      $8.1667 - $14.708
1994
  Granted                                      395,896       $17.75
  Exercised                                    162,302      $8.1667 - $14.708
  Forfeited                                     16,412     $10.6667 -  $17.75
  Outstanding, End of Year                   1,472,924      $8.1667 -  $17.75
  Exercisable, End of Year                     709,570      $8.1667 - $14.708
1995
  Granted                                      451,718      $21.375 -$22.5625
  Exercised                                    427,192      $8.1667 -  $21.50
  Forfeited                                     40,392       $9.583 -  $21.50
  Outstanding, End of Year                   1,457,058      $8.1667 -$22.5625
  Exercisable, End of Year                     690,738      $8.1667 -  $17.75

13. Provision for Income Taxes 

The components of earnings before income taxes were as follows:  

In thousands                       1995         1994         1993
                                                    
  Domestic                         $76,294      $71,236       $56,984
  Foreign                          25,400       12,269        (1,851)
                                   $101,694     $83,505       $55,133

The provisions for income taxes, excluding tax benefits credited directly to 
shareholders' equity,
were as follows:

In thousands                             1995         1994          1993
                                                      
Current
  Federal (Less Foreign Tax Credits)  $23,751      $26,251      $20,762
  State                               4,127        3,415        2,727
  Foreign                             7,591        833          (28)
Current Provision                     35,469       30,499       23,461
Deferred
  Federal                             2,421       (2,374)       (1,011)
  Foreign                             3,304        5,27         0
Deferred Provision                    5,725        2,903        (1,011)
              
Total Provision                       $41,194      $33,402      $22,450

A reconciliation of the statutory federal tax rate to the effective rate
follows:

                                       1995          1994          1993
                                                          
Statutory Federal Income Tax Rate       35.0%         35.0%         35.0%
State and Local Income Taxes, 
  Net of Federal Income Tax Benefit     3.1           2.6           3.4 
ESOP Dividend Benefit                   (1.1)         (1.2)         (1.4)
Incremental Foreign Tax Rate            2.0           2.2           1.3
Goodwill                                1.2           1.2           1.8
Prior Year Adjustment                     _             _          (0.8)
Other                                   0.3           0.2           1.4

Effective Rate                          40.5%         40.0%         40.7%

The tax effect of the primary temporary differences giving rise to the
Company's deferred tax assets and liabilities at December 
31, 1995 and 1994 are as follows:

                                    Current             Long-term
In thousands 
December 31, 1995                   Asset(Liability)    Liability(Asset)
                                                  
Accounts Receivable Allowances      3,473               _ 
Inventory Allowances                (8,230)             _  
Retiree Medical Liability           1,079              (18,002)
Accelerated Depreciation            _                  21,637 
Warranty/Product Liability Accruals           
                                    13,992             (1,278)
Employee Benefit Accruals           6,860              (10,121)
Other                               8,843              7,832 
Total Deferred Income Taxes         $26,01             $68 

                                    Current           Long-term
In thousands 
December 31, 1994                   Asset(Liability)     Liability(Asset)
                                                  
Accounts Receivable Allowances     3,421                   _  
Inventory Allowances               (7,820)                 _  
Retiree Medical Liability          922                  (15,943)
Accelerated Depreciation           _                    20,658 
Warranty/Product Liability Accruals          
                                   11,535               (1,386)
Employee Benefit Accruals          6,070                (8,873)
Other                              8,959                5,910 
Total Deferred Income Taxes        $23,087              $366 

14. Retirement Plans
The Company has several non-contributory defined benefit employee pension 
plans covering substantially all employees of its U.S. and certain 
non-U.S. subsidiaries. Employees covered under the bargaining plans 
are eligible to participate at the time of employment and the benefits 
are based on a fixed amount for each year of service. Employees 
covered under the non-bargaining pension plans are eligible to 
participate upon the attainment of age 21 and the completion 
of one year of service; and benefits are based upon final average salary 
and years of service. All employees are fully vested in the plans 
after 5-7 years of service. The Company's funding policy is to make 
quarterly contributions as required by applicable regulations. 

Assumptions used to develop pension data were:

                                            1995          1994          1993
                                                              
Expense:
  Discount Rate                             8.5%          7.0%          8.0%
  Long-term Rate of
Return on Assets                            8.5%          8.5%          9.0%
  Rate of Increase in Compensation          6.0%          5.0%          6.0%
  PBO Discount Rate Year-End                7.0%          8.5%          7.0%

The components of pension cost are as follows: 

In Thousands                   
                                              1995       1994       1993
                                                            
Service Cost                                     $9,020     $9,578     $6,884
Interest Cost on Projected Benefit Obligation    16,772     13,464     11,660
Actual Return on Assets                        (43,012)    (4,564)   (18,623)
Net Amortization and Deferral                    28,165     (8,960)     5,413
Net Periodic Pension Cost                        $10,945    $9,518     $5,334

The funded status and accrued pension cost at December 31 are as follows:

                                   Plans Whose             Plans Whose
                                   Assets Exceed           Accumulated Benefits
                                   Accumulated Benefits    Exceed Assets
In Thousands                       1995         1994       1995        1994
                                                            
Plan Assets At Fair Value         $219,892     $201,553     $8,658      $1,379

Accumulated Benefit 
  Obligation (ABO):
  Vested Benefits                 $168,088     $142,928     $23,92      $13,575
  Nonvested Benefits              2,229        2,527        10,851      4,703
Total ABO                         170,317      145,455      34,773      18,278
Provision for Salary Increases    50,477       49,348       5,410       2,603
Projected Benefit Obligation (PBO)
                                  $220,794     $194,803     $40,183     $20,881
Plan Assets (in Excess of)
 Less than PBO                    $902         $(6,750)     $31,525     $19,502
Net Transition (Liability) Asset  671          1,033        (106)       (297)
Unrecognized Prior Service Cost   (2,836)      (3,426)      (764)       (748)
Unrecognized Net Gains (Losses)   7,089        10,263       (6,707)     439
Minimum Liability Adjustment      _            _            2,685       2,525  

Accrued Pension Liability         $5,826       $1,120       $26,633     $21,421

In German practice, it is uncommon to fund pension plans. Approximately $21
million of the $31.5 million underfunding shown above 
(Plan assets less than PBO) relates to the German pension plans.

At December 31, 1995, approximately 85% of the plan assets are invested 
in listed stocks and bonds or cash and short-term investments. The 
rest of the plan assets are invested primarily in fixed-rate 
guaranteed investment type contracts purchased from insurance 
companies. The Company's own common stock accounted for 12% of plan 
assets.

15. Postretirement Medical and Other Benefits The Company provides 
certain health care and life 
insurance benefits for retired employees. 
Employees become eligible for these 
benefits if they meet minimum age and 
service requirements and are eligible for retirement benefits.

The accrued postretirement medical and other benefits costs that are not
funded were as follows at December 31:
                            
In Thousands                                             1995           1994
                                                             
Accumulated Postretirement Benefit Obligation (APBO):
  Retirees                                             $26,199       $22,064
  Fully Eligible Active Plan Participants               8,115         7,556
  Other Active Plan Participants                        8,879         7,513  

Total APBO                                             $43,193       $37,133
Unrecognized Prior Service Cost                        6,032         4,464
Unrecognized Net Gains (losses)                        (300)         1,648
    
Accrued Postretirement Medical 
and Other Benefits Liability                           $48,925       $43,245

The components of the net periodic cost are as follows:
In Thousands                             1995          1994          1993
                                                             
Service Cost                                $624          $600          $533
Cost on Projected Benefit Obligation       3,870         2,677         2,701
Amortization of Plan Amendment             (913)         (472)         (525)
Net Periodic Postretirement Cost          $3,581        $2,805        $2,709

The discount rate used in determining actuarial present value of the 
benefit obligations was 7.0% and 8.5% in 1995 and 1994, respectively. 
The assumed health care cost trend rate used in measuring the 
accumulated postretirement benefit obligation was 9.6 percent in 1995, 
declining to 5.5 percent by the year 2021. If the health care cost 
trend rate assumptions were increased by 1 percent, the accumulated 
postretirement benefit obligation as of December 31, 1995 would be 
increased by 3 percent. The effect of this change on the sum of the 
service cost and interest cost would be an increase of 5 percent.

16. Industry Segment and Geographic Information (unaudited) Businesses in 
the Specialty Products Segment manufacture products designed and 
marketed for commercial, residential and municipal 
construction and a variety of professional craftsman and do-it-yourself 
woodworking applications. The products include woodworking machinery 
(Delta), portable power tools (Porter-Cable), residential water 
systems, sump pumps, environmental pumps and grinders, and industrial 
pumps (Myers), and control valves which are major components in 
residential water softeners, and commercial and industrial water 
conditioning systems (Fleck).

Businesses in the General Industrial Equipment Segment manufacture 
products designed to facilitate industrial and commercial expansion 
and efficiencies. The products include electrical enclosures 
(Hoffman), electronic enclosures (Schroff), lubrication systems and 
material dispensing equipment (Lincoln Industrial), automotive service 
equipment (Lincoln Automotive) and sporting and law enforcement 
ammunition (Federal).

Corporate expense includes administrative costs, charges that do not 
relate to current operations and captive insurance activities. 
Corporate assets include all cash and cash equivalents.

Sales and operating income by business segment 
are included in the table on page 32. The following tables provide 
additional segment information.

                                               General
                                Specialty      Industrial
In thousands                    Products       Equipment   Corporate   Total
                                                           
Identifiable Assets
1995                           $383,983       $686,170     $182,340  $1,252,493
1994                           227,764        618,265      315,113   1,161,142
1993                           205,737        384,656      272,733   863,126

Depreciation and Amortization
1995                           $10,147        $38,625      $162      $48,934
1994                           8,036          32,667       116       40,819
1993                           7,565          18,870        95       26,530

Capital Expenditures
1995                           $16,046        $47,694      $98       $63,838
1994                           12,238         45,400       223       57,861
1993                           9,860          18,158       56        28,074

Information by geographic area follows:

In Thousands         United States    Europe      Other     Elimin
                                                            ations   Total
                                                      
1995
Sales to Unaffiliated 
  Customers            $1,094,784    $230,344    $77,743    _         $1,402,871
Intergeographic Sales  15,915        90,124      _          (106,039)  _ 

Total Sales            $1,110,699    $320,468    $77,743   $(106,039) $1,402,871
Operating Income       $83,420       $24,057     $8,770     _         $116,247
 
Identifiable Assets    $810,103      $270,679    $34,748    (45,377)  $1,070,153
Corporate Assets                                                      182,340
Total Assets                                                          $1,252,493

1994
Sales to Unaffiliated 
  Customers            $1,014,599    $175,931    $71,175     _        $1,261,705
Intergeographic Sales  26,317        69,568      _          (95,885)  _
Total Sales            $1,040,916    $245,499    $71,175   $(95,885)  $1,261,705

Operating Income       $87,451       $12,054     $6,069     _         $105,574

Identifiable Assets    $597,918      $256,630    $32,152    (40,671)  $846,029
Corporate Assets                                                      315,113
Total Assets                                                          $1,161,142

1993
Sales to Unaffiliated 
Customers              $859,473      $34,402     $52,689    _         $946,564
Intergeographic Sales  17,690        _           _          (17,690)  _ 
Total Sales            $877,163      $34,402     $52,689   $(17,690)  $946,564

Operating Income       $68,581       $(4,134)    $3,686     _         $68,133

Identifiable Assets    $544,947      $23,077     $25,592    (3,223)   $590,393
Corporate Assets                                                      272,733
Total Assets                                                          $863,126

The components of this table are accumulated based upon the location of the 
subsidiary or company.

17. Quarterly Financial Data (unaudited)

In thousands, 
except per share amounts       1st       2nd       3rd       4th       Total
                                                  
1995
Net Sales                 $333,823  $338,216  $353,338  $377,494  $1,402,871
Gross Profit               101,199    98,941    97,949   108,206     406,295
Operating Income            29,228    26,615    28,199    32,205     116,247
Income - Continuing         13,851    13,349    15,300    18,000      60,500
Net Income                  15,350    28,550    15,300    18,000      77,200
Earnings Per Share - 
  Continuing
  Primary                      .34       .32       .38       .44        1.48
  Diluted                      .32       .31       .36       .42        1.41

                               1st       2nd       3rd       4th       Total
1994
Net Sales                 $296,935  $300,358  $324,864  $339,548  $1,261,705
Gross Profit                87,351    89,255    93,365    99,413     369,384
Operating Income            22,438    24,932    27,647    30,557     105,574
Income _ Continuing          9,928    11,935    13,638    14,602      50,103
Net Income                  11,100    11,825    13,775    16,900      53,600
Earnings per Share - 
  Continuing 
  Primary                     .23        .29       .33       .36        1.21
  Diluted                     .23        .28       .32       .34        1.17

                                                    
All per share data has been adjusted for the two-for-one stock split in 
the form of a 100% stock dividend in February 1996.

18. Disclosure of Risks and Uncertainties Pentair, Inc. is engaged 
principally in the design, engineering and manufacturing of various 
industrial products. The nine diversified businesses manufacture 
enclosures for electrical and electronic equipment, woodworking 
equipment, power tools, pumps, water conditioning control valves, 
sporting and law enforcement ammunition, automotive service equipment 
and industrial lubrication systems and material dispensing equipment.

The preparation of the financial statements in conformity with generally 
accepted accounting principles requires management to make estimates 
and assumptions that affect the reported amounts of assets and 
liabilities and disclosure of contingent assets and liabilities at the 
date of the financial statements and the reported amounts of revenues 
and expenses during the reporting period. Actual results could differ 
from those estimates.

Certain obligations of discontinued businesses have been retained by the 
Company. Based on evaluations by management and environmental 
professionals, amounts for any estimated risks or obligations have 
been accrued.

Although the individual subsidiaries deal with major customers throughout 
North America and Europe, Pentair as a whole has mitigated any 
significant impact or potential risk of concentration of customers, 
products, or in certain markets or geographic areas. This is due to 
the diversified nature of the Company and its product lines.

In millions, 
except per share data      1995      1994      1993      1992      1991 
                                                         
Income Statement Data
Net Sales 
Specialty Products        516.9      465.6     411.6     377.5     344.6
General Industrial        886.0      796.1     535.0     486.5     458.3 
Total                     1,402.9    1,261.7   946.6     864.0     802.9

Operating Income 
Specialty Products        56.7       49.5      42.0      40.2      33.6
General Industrial        82.9       76.0      42.2      38.6      35.9
Corporate                 (23.4)     (19.9)    (16.1)    (16.9)    (16.4)
Total                     116.2      105.6      68.1     61.9      53.1

Income From:
Continuing Operations     60.5       50.1       32.7      27.2      18.8
Net Income(A)             77.2       53.6       46.6      42.8      41.1

Common Share Data
EPS - Diluted (A)(B)      1.41       1.17      .76       .64       .47
Cash Dividend             .40       .36        .34       .32       .30
Stock Dividend             _        _         50         _         _
Book Value                12.37     10.71     9.29      8.21      8.79
Stock Price               24 7\8    21 3\8    16 1\2    13 3\16   13 7\16
Market Capitalization     1,045     899       692       549       558

Balance Sheet Data
Preferred Equity (net)    44.6      40.9      33.9      77.4      74.1
Common Equity             458.3     391.1     336.9     260.0     275.7
ROE %(A)(B)               16.9      13.2      13.6      12.8      13.3
Capital Expenditures      63.8      57.8      28.1      28.0      26.5
Total Assets              1,252.5   1,161.1   863.1     769.5     698.4
Long-term Debt            219.9     408.5     236.7     209.3     191.2
Debt to Capital %         31        49        39        38        35

In millions,
except per share data     1990      1989      1988      1987      1986

Income Statement Data
Net Sales
Specialty Products        344.9     337.5     317.1     289.7     207.7
General Industrial        460.3     460.9     127.9     112.5     38.4
Total                     805.2     798.4     445.0     402.2     246.1

Operating Income
Specialty Products        28.1      29.5      30.6      31.2      20.1
General Industrial        34.5      32.6      9.9       11.1      2.7
Corporate                 (14.7)    (10.0)    (11.4)    (7.7)     (6.4)
Total                     47.9      52.1      29.1      34.6      16.4

Income From:
Continuing Operations     16.9      19.4      10.7      19.0      7.2
Net Income (A)            33.0      36.4      39.8      21.9      15.2

Common Share Data
EPS - Diluted (A)(B)     .42       .50       .32       .56       .26
Cash Dividends           .29       .26       .22       .21       .20
Stock Dividends          -         -         10        -         10
Book Value               7.97      7.42      6.67      5.53      5.09
Stock Price              8 1/4     9 3/16    10 7/16   6 1/4     7 3/4
Market Capitalization    342       352       395       200       247

Balance Sheet Data
Preferred Equity (net)   68.4      65.9      67.6      50.0      -
Common Equity            247.8     241.0     214.2     158.6     145.4
ROE %(A)(B)              11.1      14.1      19.8      12.9      10.9
Capital Expenditures     28.0      28.7      20.2      19.2      18.6
Total Assets             696.5     708.9     675.2     376.9     366.1
Long-term Debt           217.5     243.4     242.9     81.0      132.0
Debt to Capital %        41        44        46        28        48

All Share and Per Share Data adjusted for stock dividends including a 100 
percent stock dividend in February 1996.
(a) 1992 net income and earnings per share are before the cumulative 
effects of accounting changes.
(b) From continuing operations.

Pentair Stock Data For the calendar year 1995, Pentair common stock was 
quoted on the NASDAQ National Market System. 
As of March 4, 1996, Pentair common stock 
was listed on The New York Stock Exchange 
under the symbol 
. The price information below 
represents closing sale prices reported in the NASDAQ/NMS Monthly 
Statistical Report. There were 3,516 shareholder accounts on 
December 31, 1995.

Price Range And Dividends Of Common Stock Adjusted for a stock split 
effective February 20, 1996

                                                Dividends 
1995                 High             Low             Paid             Close
                                                         
First Quarter     $22 1\8         $19 7\8             $.10           $21 1\8
Second Quarter   $24 5\16         $21 3\8             $.10           $21 3\4
Third Quarter   $23 19\32       $21 13\16             $.10           $22 1\2 
Fourth Quarter    $26 1\4         $21 7\8             $.10           $24 7\8

              
                                  Dividends 
1994                 High             Low             Paid             Close
                                                         
First Quarter     $18 3\4         $16 3\8             $.09           $18 1\8
Second Quarter    $19 1\8         $16 3\8             $.09           $17 7\8
Third Quarter     $21 3\8         $18 1\8             $.09           $19 3\4
Fourth Quarter    $22 1\4         $19 1\4             $.09           $21 3\8

Common Dividends In the first quarter of 1996, the board of directors 
increased the cash dividend to $.25 per share quarterly for an 
indicated annual rate of $1.00 per share. Pentair has now paid 80
consecutive quarterly dividends. The board also approved a 100 percent stock 
dividend, splitting Pentair common stock on a two-for-one basis. The 
stock split is payable February 16, 1996, to shareholders of record at 
the close of business on February 2, 1996. Dividends paid subsequent 
to this date are $.125 per share or $.50 annually. See Note 6 of Notes 
to Consolidated Financial Statements for certain dividend 
restrictions.

Dividend Reinvestment Pentair has established a Dividend Reinvestment 
Plan. This plan enables shareholders to automatically reinvest Pentair 
dividends and to invest up to an additional $3,000 
per quarter in Pentair common stock, with any costs of purchasing the 
shares paid by the company. The plan brochure and enrollment cards are 
available from the company or Norwest Bank Minnesota, N.A.

Direct Book Entry Registration Pentair offers its shareholders the 
opportunity to participate in the company's Direct Book Entry 
Registration service. Direct Book Entry is an uncertificated form of 
stock ownership that provides protection against loss, theft, and 
inadvertent destruction of stock certificate(s), while reducing 
administrative costs. A plan brochure and enrollment forms are 
available from the company or Norwest Bank Minnesota, N.A.

Annual Meeting The annual meeting of shareholders will be held at the 
Northland Inn, 7101 Northland Circle, Brooklyn Park, Minnesota, at
10:00 a.m. on April 24, 1996. Management and directors encourage all 
shareholders to attend the annual meeting.

Form 10-K Available A copy of the company annual report on Form 10-K, as 
filed with the Securities and Exchange Commission, will be provided on 
request to shareholders. Written requests should be directed to 
Investor Relations, Pentair, Inc., Waters Edge Plaza, 1500 County Road 
B2 West, Suite 400, St. Paul, Minnesota 55113.

Takeover Defense Pentair is committed to protecting its stakeholders from 
harm by corporate raiders and unfriendly takeover actions. Information 
on our position may be obtained by writing to the Pentair, Inc. 
corporate secretary at the corporate office.

Registrar And Transfer Agent Norwest Bank Minnesota, N.A., South St. 
Paul, MN 55075

Certified Public Accountants Deloitte & Touche LLP, Minneapolis, MN 55402
General Counsel Henson & Efron, P.A., Minneapolis, MN 55401

(Left to right) 
Walter Kissling (3,6), 65, President and Chief Executive Officer of H. B. 
Fuller Company.
D. Eugene Nugent (3,4,5,8), 69, Retired Chairman and Chief Executive 
Officer of Pentair, Inc.
Charles A. Haggerty (1,6,8), 55, Chairman, President, and Chief Executive 
Officer of Western Digital.
Karen E. Welke (1,7,8), 51, Group Vice President of 3M's Medical Products 
Group. 
George N. Butzow (1,2,4,6), 67, Retired Chairman of MTS Systems 
Corporation.
Richard M. Schulze (1), 55, Founder, Chairman, and Chief Executive 
Officer of Best Buy Company, Inc.
Winslow H. Buxton (3,4,5,7), 57, Chairman, President, and Chief Executive 
Officer of Pentair, Inc.
Quentin J. Hietpas (2,5), 65, Senior Vice President of External Affairs 
at the University of St. Thomas.
Harold V. Haverty (2,3,7), 66, Chairman of the Board of Deluxe 
Corporation.
(1) Audit Committee, (2) Compensation Committee, (3) Executive Committee, 
(4) Shareholder Affairs Committee, (5) Nominating Committee, 
(6) Share Rights Committee, (7) Public Policy Committee, (8) Investment 
Policy Committee.

Pentair 1995

Pentair's 1995 Accomplishments Reflect the Contributions 
of Time, Talent, and Energy by over 9,000 Employees around the World 
whose Shared Vision is a Prosperous Pentair.

EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

As of December 31, 1995, the following are wholly-owned
subsidiaries of the Registrant except as noted:

                                            State or Other
                                            Jurisdiction of
                                            Incorporation
Subsidiary                                  or Organization

Specialty Products

Delta International Machinery Corp.         Minnesota

 Biesmeyer Manufacturing Corporation 1      Arizona

 Pentair Canada, Inc.  2                    Ontario, Canada

Porter-Cable Corporation                    Minnesota

McNeil (Ohio) Corporation                   Minnesota

 F. E. Myers Co., Division of
  McNeil (Ohio) Corporation                    -

 Pentair Canada, Inc. 2                    Ontario, Canada

 Aplex Industries, Inc. 3                  Texas

Fleck Controls, Inc.                       Wisconsin

 Fleck Europe, S.N.C. 8                    France

Fleckenstein Family France 
      Corporation                          Wisconsin

General Industrial Equipment

McNeil (Ohio) Corporation                  Minnesota

 Lincoln Industrial, Division of
  McNeil (Ohio) Corporation                    -

 Lincoln Automotive, Division of
  McNeil (Ohio) Corporation                    -

 Pentair Canada, Inc. 2                   Ontario, Canada

 APNO, S.A. de C.V. 3                     Mexico

 Telestack Company 3                      Ohio

FC Holdings Inc.                          Delaware

 Federal-Hoffman, Inc. 4                  Minnesota

 Federal Cartridge Company, Division
   of Federal-Hoffman, Inc.                   -

 Hoffman Engineering Company,
   Division of Federal-Hoffman, Inc.          -
                         
 Hoffman Engineering Company
      Limited 5                          United Kingdom

 Hoffman Engineering, S.A. de C.V.5      Mexico

 Schroff Inc. 4                          Rhode Island

 Schroff Co. Ltd. 4                      Taiwan

 Schroff K.K. 4                          Japan

EuroPentair, GmbH                        Germany

 Schroff, GmbH 6                         Germany

 Schroff U.K. Ltd. 6                     United Kingdom

 Schroff S.A. 6                          France

 Schroff S.r.L. 6                        Italy

 Schroff Scandinavia AB 6                Sweden

 Lincoln GmbH 6                          Germany

General Corporate

Federal-Hoffman International, Inc. 5   Guam

Pentair FSC Corporation 3               U.S. Virgin Islands

Penwald Insurance Company               Vermont

FOOTNOTES:

1  A wholly-owned subsidiary of  Delta International Machinery Corp. 

2  Wholly-owned by Delta International Machinery Corp. and McNeil
(Ohio) Corporation, having the following divisions:  Delta
International Machinery, F. E. Myers Company, and Lincoln
Canada.

3  A wholly-owned subsidiary of McNeil (Ohio) Corporation.

4  A wholly-owned subsidiary of FC Holdings Inc.

5  A wholly-owned subsidiary of Federal-Hoffman, Inc.

6  A wholly-owned subsidiary of EuroPentair, GmbH.

7  Wholly-owned by EuroPentair GmbH and Telestack Company,   
  a subsidiary of McNeil (Ohio) Corporation.

8  Wholly-owned by Fleck Controls, Inc. and Fleckenstein Family    
   France Corporation
EXHIBIT 23

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
CONSENT

We consent to the incorporation by reference in Registration
Statements No. 2-83635, No. 2-88670, No. 33-36256, No. 33-38534, 
No. 33-42057, No. 33-42268, and No. 33-45012 of
Pentair, Inc. on Form S-8 of our reports dated February 9, 1996,
appearing in and incorporated by reference in this Annual Report
on Form 10-K of Pentair, Inc. for the year ended December 31,
1995.

DELOITTE & TOUCHE

Minneapolis, Minnesota
March 22, 1996

 5

                  YEAR                     YEAR
                          DEC-31-1995             DEC-31-1994
                               DEC-31-1995             DEC-31-1994
                                        36648000                32677000
                                         0                       0
                                362503000               219527000
                                   7840000                 7189000
                                  221685000               193087000
                             647244000               717215000
                                       452108000               378732000
                               185381000               147581000
                              1252493000              1161142000
                        396801000               218597000
                                              0                       0
                                     458273000               391058000
                                0                       0
                                   44582000                40916000
                                           0                       0
                1252493000              1161142000
                                     1402871000              1261705000
                            1402871000              1261705000
                                        996576000               892321000
                               1286624000              1156131000
                                     0                       0
                                     0                       0
                            21861000                23519000
                              101694000                83505000
                                  41194000                33402000
                           60500000                50103000
                                16700000                 3497000
                                      0                       0
                                            0                       0
                                  77200000                536000000
                                     1.93                    1.31
                                     1.81                    1.26