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

FORM 10-Q

(Mark One)
X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996

                       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               (IRS Employer
jurisdiction of          Identification No.) 
incorporation
or organization)

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

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

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

The number of shares outstanding of Registrant's only class of common
stock on June 30, 1996 was 37,516,011.

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

PART I - FINANCIAL INFORMATION

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

PART II - OTHER INFORMATION

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

Signature Page
Exhibit Index

PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

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

                 Six Months Ended                      Quarter Ended
                      June 30                             June 30     
                         1996            1995         1996          1995

Net sales           $ 729,190 $ 672,039          $ 362,900      $ 338,216 

Operating costs:
  Cost of
  goods sold          507,968   471,899            256,414        239,275 
  Selling, general
   and 
administrative        155,745   144,297             73,634         72,326 
Total operating costs 663,713   616,196            330,048        311,601 

Operating income       65,477    55,843             32,852         26,615 

Interest expense
      - net           (9,274)    (9,843)            (4,649)        (4,077)

Income from continuing
  operations before
   income taxes        56,203    46,000             28,203         22,538 

Provision for
   income taxes        22,594    18,800             11,094          9,189 
 
Income from
   continuing
   operations          33,609    27,200             17,109         13,349 

Discontinued operations:
 Income from operations
 of discontinued Paper
 Products and Joint Venture
 segments (net of 
 applicable income taxes
 of $0 and $2,740, and $0 
and $1,841, respectively)   0    4,566                  0           3,067

   Gain on sale of
   discontinued
   operations
   (less applicable
   income taxes of
   $7,734)                  0    12,134                  0         12,134 

Net income             33,609    43,900             17,109         28,550 
Preferred dividend
 requirements           2,548     2,657              1,273          1,327 
Earnings applicable
  to common stock     $31,061   $41,243            $15,836        $27,223 

Earnings per share:
Primary -
Income from:
  continuing operations   $.82      $.66               $.42          $.32 
  discontinued operations  .00       .45                .00           .41 
  Net Income              $.82     $1.11               $.42          $.73 

Diluted - 
Income from:
  continuing operations   $.78      $.63               $.40          $.31 
  discontinued operations  .00       .40                .00           .36 
  Net Income              $.78     $1.03               $.40          $.67 

Weighted average
 common and common
 equivalent shares:
Primary                37,855     37,168             37,981         37,232
Diluted                42,722     42,320             42,791         42,352

See Notes to Consolidated Financial Statements.

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

                             June 30, December 31,
ASSETS                           1996         1995
Current assets
                                     
  Cash and cash equivalents   $23,042      $36,648 
  Accounts receivable - net   283,247      262,503 
  Note receivable                   0      100,000 
  Inventories
   Finished goods             188,837      134,456 
   Work in process             49,340       40,801 
   Raw materials and supplies  42,980       37,428 
        Total inventory       281,157      212,685 
  Deferred income taxes        26,743       26,017 
  Other current assets         15,375        9,391 
Total current assets          629,564      647,244 

Property, plant
 and equipment                476,278      452,108 
Accumulated depreciation      207,490      185,381 
        PP & E - net          268,788      266,727 
Marketable securities -
     insurance subsidiary      36,208       33,036 
Goodwill - net                283,770      282,376 
Other assets                   33,017       23,110 
TOTAL ASSETS               $1,251,347   $1,252,493 

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Accounts payable            $98,613      $90,846 
  Notes payable                     0      120,732 
  Compensation and other
    benefits accruals          66,209       68,414 
  Income taxes                 18,139       17,812 
  Accrued product claims
    and warranties             23,581       21,684 
  Accrued expenses and
    other liabilities          65,402       58,363 
  Current maturities of
     long-term debt            12,495       18,950 
Total current liabilities     284,439      396,801 

Long-term debt                297,591      219,896 
Deferred income taxes           1,081           68 
Pensions and other 
   retirement compensation     41,443       38,220 
Postretirement medical and 
   other benefits              46,267       46,158 
Reserves -
   insurance subsidiary        29,725       27,354 
Other liabilities              21,745       21,141 
Commitments and contingencies

Shareholders' equity 
Preferred stock - at
   liquidation value
Authorized:  2,500,000 shares
Outstanding:1996 - 1,795,376   63,152       65,656 
            1995 - 1,873,051 
Unearned compensation
   relating to ESOP           (19,001)     (21,074)

Common stock - par value, $.16 2/3
Authorized:  72,500,000 shares
Outstanding:1996 - 37,516,011   6,253        6,172 
            1995 - 37,035,082
Additional paid-in capital    176,402      169,832 
Currency translation and
 pension adjustments            8,819       11,020 
Retained earnings             293,431      271,249 
Total shareholders' equity    529,056      502,855 

TOTAL LIABILITIES
 AND SHAREHOLDERS' EQUITY  $1,251,347   $1,252,493

See Notes to Consolidated Financial Statements.

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

                                        Six Months Ended   
                                       June 30     June 30
                                          1996        1995
Cash provided by (used for)
Operating activities
                                             
Net income                             $33,609     $43,900 
 Adjustment for discontinued operations      0     (16,700)
 Adjustments to reconcile net
    income to cash provided
    from operating activities
      Depreciation                     23,892      20,508 
      Amortization                      5,601       3,166 
      Deferred income taxes               503        (619)
   Changes in assets and liabilities,
      net of effects of acquisitions
      and dispositions
     Accounts receivable              (17,917)    (33,516)
     Inventories                      (53,873)    (51,654)
     Accounts payable                   6,401      (1,936)
     Accrued compensation
        and benefits                   (1,416)      4,819 
     Income taxes                         539      (1,619)
     Pensions and other
        retirement compensation         2,821      10,770 
     Reserves - insurance subsidiary    2,371       3,360 
     Other assets/liabilities - net    (8,090)      9,139 
Cash from continuing operations        (5,559)    (10,382)
Cash from discontinued operations           0        (525)

Cash from operating activities         (5,559)    (10,907)

Cash flows from investing activities
  Capital expenditures                (22,483)    (22,571)
  Purchase of marketable
        securities - net               (3,172)       (711)
  Construction funds in escrow        (10,262)          0 
  Proceeds from sale of
        discontinued operations             0     206,459 
  Acquisitions - net of
        cash acquired                 (47,977)          0 
Cash (used for) provided by 
    investing activities              (83,894)    183,177 

Cash flows from financing activities
  Borrowings                           81,350      24,621 
  Debt payments                        (2,546)   (196,863)
  Unearned ESOP
     compensation decrease              2,070       4,160 
  Employee stock plans and other        4,147       2,817 
  Dividends paid                      (11,877)     (9,989)
Cash provided by (used for)
   financing activities                73,144    (175,254)

Effect of currency
 exchange rate changes                  2,703       2,578 

Increase (decrease)
 in cash and cash equivalents         (13,606)       (406)

Cash and cash equivalents
  - beginning of period                36,648      32,677 
  - end of period                     $23,042     $32,271 

See Notes to Consolidated Financial Statements.

PENTAIR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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

These statements should be read in conjunction with the financial
statements and footnotes included in the Company's Annual Report on Form
10-K for the year ended December 31, 1995, previously filed with the
Commission.

2.  The results of operations for the three months ended June 30, 1996 are
not necessarily indicative of the operating results to be expected for the
full year.

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

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

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

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

                             June 30,December 31,
                                 1996        1995

Revolving credit facilities     $165         $93 
Private placement debt           125         125 
Other                             20          21 
TOTAL                            310         239 
Current maturities               (12)        (19)
Total long-term debt            $298        $220 

Debt agreements contain various restrictive covenants, including a
limitation on the payment of dividends and certain other restricted
payments.  Under the most restrictive covenants, $56 million of the June
30, 1996 retained earnings were unrestricted for such purposes.

6.Statement of Cash Flows

The following is supplemental information relating to the Statement of
Cash Flows ($000's):

                             Six Months Ended June 30
                                 1996        1995
                                      
Interest paid
(net of capitalized interest) $10,469     $16,615
Income tax payments            15,630      24,382

7. Stock Split

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.  All references in the financial statements to shares
outstanding and per share amounts have been restated to reflect this
split. 

8. Reclassifications

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

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

BUSINESS SEGMENT INFORMATION
Selected information for business segments for the six months ended June
30, 1996 and 1995 follows ($ millions):

                                   General      
                     Specialty  Industrial    
                      Products   Equipment  Corporate     Total

1996
                                             
Net Sales                 $303.7   $425.5    $0.0        $729.2
Operating Income            34.9     39.2    (8.6)         65.5
Identifiable Assets        453.4    732.0    65.9       1,251.3
Depreciation 
  and Amortization           9.5     20.0     0.0          29.5
Capital Expenditures         7.5     15.0     0.0          22.5

1995
Net Sales                 $228.3   $443.7   $ 0.0        $672.0
Operating Income            22.5     43.2    (9.9)         55.8
Identifiable Assets        237.0    703.4   188.2       1,128.6
Depreciation
  and Amortization           6.2     17.5     0.0          23.7
Capital Expenditures         6.5     16.0     0.1          22.6

RESULTS OF OPERATIONS

Pentair reported net income of $33.6 million, or 78 cents per fully
diluted share, on consolidated net sales of $729.2 million for the six
months ended June 30, 1996.  This represented a 23.5% increase in net
income and an 8.5% increase in sales over the first half of 1995.  The six
month 1995 income from continuing operations was $27.2 million, or 63
cents per fully diluted share, on consolidated net sales of $672.0
million. 

Specialty Products Segment.  Net sales increased $75.4 million or 33% and
operating income increased $12.3 million or 55%.  The increases are
attributable to Fleck Controls, an acquisition made in November 1995, and
double digit sales growth over last year at Delta, Myers and Porter Cable. 
The improvements reflect new product sales, contributions from smaller
acquisitions, and continued expansion into national distribution channels. 
Results from the newly acquired Flex business will be included effective
July 1, 1996.

General Industrial Equipment Segment.  Sales decreased $18.2 million or
4% and operating income decreased $3.9 million or 9%. Combined, Hoffman
and Schroff posted modest sales and earnings increases as compared to very
good 1995 results.  Both Lincoln Industrial and Lincoln Automotive profits
increased due to cost reductions and improved productivity.  Sales at
Federal Cartridge continued weak into the second quarter.  The sales
shortfall is attributed to two factors: a shift in buying patterns by
distributors who are delaying purchases as a result of the elimination of
pre-season, quantity discounts, and high distributor inventories that were
built in response to proposed firearms legislation.  Federal expects fall
stocking orders to be placed in the third quarter as the hunting season
approaches.

FINANCIAL CONDITION

In 1996 as in 1995, net income adjusted for non-cash items provided the
funds for seasonal working capital increases.  Accounts receivable levels
increased due to dating programs and strong sales in the latter part of
the current quarter.  Inventory levels have been built up in anticipation
of higher third and fourth quarter sales.  Borrowings in the first half
of 1996 financed some operating needs, acquisition payments and capital
expenditures.  The proceeds from the $100 million note receivable from the
sale of Cross Pointe Paper offset much of the $120 million notes payable
for the purchase of Fleck Controls.  Capital expenditures were $22.5
million in 1996 as compared to $22.6 million in 1995.  The percentage of
long-term debt to total capital was 36% at June 30, 1996 compared to 31%
at December 31, 1995.

Based upon current operating expectations, credit available under
revolving credit facilities is expected to be adequate to cover seasonal
working capital, long-term capital expenditure requirements and
acquisitions.

OUTLOOK

In general, the Company is well-positioned to continue its internal
growth. Recent acquisitions are expected to continue to contribute to
sales and earnings growth.  The strong emphasis on product development and
aggressive efforts to expand distribution channels that helped during 1995
are expected to generate growth in market share, sales and profits.  Sales
will continue to grow as a result of new products and enhanced customer
service.  Pentair continues to search for strategic or synergistic
industrial acquisitions.

The full year 1996 cash flow from operations is expected to increase with
additional net income contributions as compared to last year.  Working
capital needs are somewhat seasonal during the year and tend to grow over
time as sales increase.  Capital expenditures are expected to be in the
range of $90 to $110 million in 1996 as compared to $63.8 million in 1995.
This increase is due primarily to the addition of a Hoffman manufacturing
facility in Mount Sterling, Kentucky and new product development
activities.

Except for historical information contained herein, certain statements are
forward-looking statements that involve risks and uncertainties,
including, but no limited to, product demand and market acceptance risks,
the effect of economic conditions, the impact of competitive products and
pricing, product development, commercialization and technological
difficulties, capacity and supply constraints or difficulties, the results
of financing efforts, actual purchases under agreements, the effect of the
Company's accounting policies, and other risks detailed in other SEC
filings.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

Delta International Machinery.  In July 1996, Rockwell International notified 
Pentair that it would claim indemnification under a 1984 purchase agreement 
with respect to property located in Guelph, Ontario, the former site of 
operations for Rockwell Canada and a former subsidiary of Pentair, Beaver-
Delta Machinery Corp.  The Ontario Ministry of Environment and Energy identified
the site as contaminated by TCE from operations of Rockwell Canada.  This site
is the same as that involved in an earlier suit by a subsequent owner against
Beaver-Delta which had been dismissed; for basic information about the site,
see the discussion in Pentair's Form 10-K for the year ending December 31, 1993.
Pentair believes that it has no liability to Rockwell under the purchase
agreement or otherwise.  No estimate of the projected response cost liability 
at this site can be made based on information currently known to Pentair.

ITEM 6 - Exhibits and Reports on Form 8-K

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

Exhibit         Description
Number

11     Calculation of Earnings per Common and Common
    Equivalent Share

27     Financial Data Schedule

(b)  Reports on Form 8-K.  

None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

/s/ Richard W. Ingman
Executive Vice President and
Chief Financial Officer

August 9, 1996

EXHIBIT INDEX
Exhibit Number

11     Calculation of Earnings per Common and
    Common Equivalent Share

27     Financial Data Schedule
EXHIBIT 11

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

                                              Six Months         Quarter Ended
                                                 June 30        June 30
                                             1996     1995    1996      1995
INCOME ($ thousands)
                                                          
Net income                                $33,609  $43,900  $17,109   $28,550
Preferred dividend requirements             2,548    2,657    1,273     1,327
Earnings available to common and common
  equivalent shares - Primary              31,061   41,243   15,836    27,223

Preferred dividends assuming conversion 
    of Preferred Stock:
        Series 1988                           478      497      238       247 
        Series 1990                         2,070    2,160    1,035     1,080 
Tax benefit on preferred ESOP dividend 
    eliminated due to conversion into common (683)    (646)    (333)     (314)
Tax benefit on ESOP dividend assuming con-
    version to common,
    at common dividend rate                   330      250      161       122 
Earnings available for
 common and common equivalent
   shares - Diluted                       $33,256  $43,504  $16,937   $28,358

SHARES (thousands)
Weighted average number
   of shares outstanding
   during the period                      37,364    36,680   37,471    36,754
Shares issuable on exercise of stock options
   less shares repurchaseable from proceed   491       488      510       478
Common and Common Equivalent Shares -
     Primary                              37,855    37,168   37,981    37,232

Shares issuable on conversion of:
   $7.50 Callable Cumulative Convertible
      Preferred Stock, Series 1988           956       992      950       988
   8% Callable Cumulative Voting Convertible
      Preferred Stock, Series 1990         3,911     4,160    3,860     4,132
Common and Common Equivalent Shares -
      Diluted                             42,722    42,320   42,791    42,352

Earnings per Share:
  Primary
      Income from continuing operations     $.82     $.66      $.42      $.32
      Income from discontinued operations    .00      .45       .00       .41
      Net income                            $.82    $1.11      $.42      $.73

  Diluted  
      Income from continuing operations     $.78     $.63      $.40      $.31
      Income from discontinued operations    .00      .40       .00       .36
      Net income                            $.78    $1.03      $.40      $.67

  

 5

                   3-MOS
                          DEC-31-1996
                               JUN-30-1996
                                        23042000
                                         0
                                283247000
                                         0
                                  281157000
                             629564000
                                       476278000
                               207490000
                              1251347000
                        284439000
                                              0
                                     484905000
                                0
                                   44151000
                                           0
                1251347000
                                      362900000
                             362900000
                                        256414000
                                330048000
                                     0
                                     0
                             4649000
                               28203000
                                  11094000
                           17107000
                                       0
                                      0
                                            0
                                  17109000
                                      .42
                                      .40