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 March 31, 1994

                                         OR

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

For the transition period from ________ to _______

Commission File No. 0-4689

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

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

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

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

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

The number of shares outstanding of Registrant's only class of
common stock on March 31, 1994 was 18,181,570.

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 4.  Results of Votes of Security Holders
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)

                                                                   Three Months Ended
                                                                       March 31      

                                                            1994                 1993

Net sales                                              $389,252             $321,829 

Operating costs
  Cost of goods sold                                    290,752              244,909 
  Selling, general and administrative                    72,143               54,960 
    Total operating costs                               362,895              299,869 

                                                         26,357               21,960 
Equity in joint venture income (loss)                       378                 (817)
Operating income                                         26,735               21,143 
 
Interest expense                                          8,424                5,591 
Interest income                                             589                  448 

Income before income taxes                               18,900               16,000 
Provision for income taxes                                7,800                6,500 

Net income                                               11,100                9,500 
Preferred dividend requirements                           1,366                2,000 
Earnings applicable to common stock                      $9,734               $7,500 

Earnings per share:
  Primary                                                   $.53                 $.45
  Diluted                                                   $.52                 $.44

Weighted average common and common equivalent shares:
  Primary                                                18,372               16,572 
  Diluted                                                21,006               20,895 

See Notes to Consolidated Financial Statements.

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

                                                       March 31,         December 31,
ASSETS                                                      1994                 1993
                                                                       
Current assets
  Cash and cash equivalents                             $27,444              $10,327 
  Accounts receivable - net                             245,718              200,425 
  Inventories
   Finished goods                                       141,959              122,712 
   Work in process                                       49,264               35,315 
   Raw materials                                         44,296               35,108 
   Supplies                                               5,734                5,691 
     Total inventory                                    241,253              198,826 
  Deferred income taxes                                  21,892               21,575 
  Other current assets                                   12,122                7,627 
Total current assets                                    548,429              438,780 

Property, plant and equipment                           696,552              621,617 
  Less accumulated depreciation                         322,237              305,751 
Property, plant and equipment - net                     374,315              315,866 
Marketable securities -
     insurance subsidiary                                17,865               18,594 
Investment in joint ventures                             75,238               72,867 
Goodwill - net                                          169,129               88,970 
Other assets                                             24,759               23,724 
TOTAL ASSETS                                         $1,209,735             $958,801 

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Accounts payable                                      $97,619              $93,820 
  Compensation and other
       benefits accruals                                 55,840               42,737 
  Income taxes                                           14,321                8,787 
  Accrued product claims
       and warranties                                    23,351               22,256 
  Accrued expenses and
       other liabilities                                 70,079               50,075 
  Current maturities of long-term debt                    4,647                  803 
Total current liabilities                               265,857              218,478 

Long-term debt                                          420,926              238,856 
Other liabilities                                        23,072               18,911 
Deferred income taxes                                     7,731                7,518 
Pensions and other
       retirement compensation                           36,082               29,687 
Postretirement medical and
       other benefits                                    60,837               60,637 
Reserves - insurance subsidiary                          15,684               13,865 
Commitments and contingencies

Shareholders' equity 
Preferred stock - at liquidation value
Authorized:  2,500,000 shares
Outstanding:  1994 - 1,973,135                           69,224               69,380 
                   1993 - 1,976,443 
Unearned compensation
      relating to ESOP                                  (34,343)             (35,453)

Common stock - par value, $.16 2/3
Authorized:  72,500,000 shares
Outstanding:  1994 - 18,181,570                           3,030                3,022 
                   1993 - 18,134,638
Additional paid-in capital                              164,740              163,460 
Foreign currency translation adjustment                    (550)                (287)
Other - net                                              (6,760)              (6,760)
Retained earnings                                       184,205               177,487
    Total shareholders' equity                          379,546               370,849
TOTAL LIABILITIES
 AND SHAREHOLDERS' EQUITY                            $1,209,735              $958,801

See Notes to Consolidated Financial Statements.

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

                                                                Three Months Ended   
                                                        March 31             March 31
                                                            1994                 1993

Cash provided by (used for)
Operating activities
  Net income                                            $11,100               $9,500 
  Adjustments to reconcile to cash flow
   Depreciation                                          16,335               12,163 
   Amortization                                           1,384                  620 
   Deferred income taxes                                   (104)                  86 
   Undistributed loss (earnings)
      from joint venture                                   (378)                 817 
   Changes in assets and liabilities,
      net of effects of acquisition
     Accounts receivable                                (22,332)             (19,357)
     Inventories                                        (15,419)              (3,218)
     Accounts payable                                    (1,995)             (16,557)
     Income taxes                                         4,258                 (880)
     Pensions and other
        retirement compensation                           6,395                3,248 
     Reserves - insurance subsidiary                      1,819                2,068 
     Other assets/liabilities - net                       5,118                4,349 
Net cash from (used for)
   operating activities                                   6,181               (7,161)

Investing activities
  Capital expenditures                                  (14,963)             (12,841)
  Cash investment in joint
        venture - net                                    (1,993)              (1,500)
  Purchase of marketable
        securities - net                                    729               (2,069)
  Acquisition - net of cash acquired                   (140,116)                   0 
Net cash (used) for
     investing activities                              (156,343)             (16,410)

Financing activities
  Borrowings                                            175,384               24,853 
  Debt payments                                          (5,951)                (563)
  Unearned ESOP
     compensation decrease                                1,110                1,125 
  Employee stock plans and other                          1,373                1,359 
  Dividends paid                                         (4,637)              (4,706)
Net cash provided for
   financing activities                                 167,279               22,068 

Increase (decrease)
 in cash and cash equivalents                            17,117               (1,503)

Cash and cash equivalents
  - beginning of period                                  10,327                8,392 
  - end of period                                       $27,444               $6,889 

See Notes to Consolidated Financial Statements.

PENTAIR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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

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

2.  The results of operations for the three months ended March
31, 1994 are not necessarily indicative of the operating results
to be expected for the full year.

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

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

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

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

                                                       March 31,         December 31,
                                                            1994                 1993

Revolving credit loans                                     $174                  $65 
Private placement debt                                      160                  160 
Other                                                        92                   15 
TOTAL                                                       426                  240 
Current maturities                                           (5)                  (1)
Total long-term debt                                       $421                 $239 

Debt agreements contain various restrictive covenants,
including a limitation on the payment of dividends and certain
other restricted payments.  Under the most restrictive
covenants, $69 million of the March 31, 1994 retained earnings
were unrestricted for such purposes.

6.  The Company uses the equity method of accounting for its
Joint Ventures, Lake Superior Paper Industries (LSPI) and LSPI
Fiber.  First quarter operations are summarized as follows ($
millions):

                                                            1994                 1993

Net Sales                                                  $39.1                $34.2
Operating Income (Loss)                                      1.8                 (.9)
Pre-Tax Income (Loss)                                         .8                (1.6)

7.  Statement of Cash Flows

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

                                                          Three Months Ended March 31
                                                            1994                 1993
                                                                         
Interest paid (net of capitalized interest)               $8,992               $4,258
Income tax payments                                        3,241                6,396

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

8.  Acquisition 

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

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

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

Pro Forma Financial Information

The Schroff operating results are included in the company's
consolidated results from January 1, 1994.  The following pro
forma financial information assumes the acquisition occurred
at the beginning of 1993.  These results have been prepared
for comparative purposes only and do not purport to be
indicative of what would have occurred had the acquisition
been made at the beginning of 1993, or of the results which
may occur in the future.

(Unaudited)

                                        Year Ended
                                    December 31, 1993 

Net Sales                               $1,480.2   million
Net Income                                 $46.8   million
Earnings Per Share
  Primary                                  $2.27
  Diluted                                  $2.21

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

BUSINESS SEGMENT INFORMATION

Selected information for business segments for the three months ended
 March 31, 1994 and 1993
follows ($ millions):

                                                                  General                          
                                                  Specialty     Industrial        Paper          Joint         General
                                                  Products       Equipment      Products       Ventures       Corporate     Total  

1994
                                                                                                          
Net Sales                                          $109.9         $187.1         $ 92.3           $0.0         $0.0         $389.3
Operating Income                                     11.4           16.7            4.2            0.4         (6.0)          26.7
Identifiable Assets                                 216.3          597.4          261.1           73.6         61.3        1,209.7
Depreciation                                          2.2            7.6            6.5            0.0          0.0           16.3
Capital Expenditures                                  2.4            6.2            6.4            0.0          0.0           15.0

1993
Net Sales                                          $ 95.9         $128.2         $ 97.7           $0.0         $0.0         $321.8
Operating Income                                      9.6            9.5            6.7           (0.8)        (3.9)          21.1
Identifiable Assets                                 192.1          379.7          235.3           59.0         29.9          896.0
Depreciation                                          1.9            4.1            6.1            0.0          0.1           12.2
Capital Expenditures                                  1.1            2.4            9.3            0.0          0.0           12.8

RESULTS OF OPERATIONS

Pentair reported net income of $11.1 million, or 52 cents per
fully diluted share, on consolidated net sales of $389.3 million
for the three months ended March 31, 1994.  This represented
a 16.8 percent increase in net income and a 20.9 percent
increase in sales over the first quarter of 1993.  The first quarter
1993 net income was $9.5 million, or 44 cents per fully diluted
share, on consolidated net sales of $321.8 million. 

Specialty Products Segment.  Net sales increased $14.0 million
and operating income increased $1.8 million with each
company in the segment contributing to the improvement.  The
increases reflect new products and further expansion into major
home center distribution channels.  The poor Canadian
economy and the effect of falling Canadian foreign exchange
rates had a negative impact on Specialty Products results.

General Industrial Equipment Segment.  Sales increased $58.8
million and operating income increased $7.1 million.  Schroff
was a major contributor to the increased sales and operating
income for the first three months of 1994.  Electrical enclosure
sales continued strong for the first quarter of 1994, assisted by
the strength in durable goods spending in the U.S.  Sporting
ammunition sales were also higher and margins improved with
lower raw material costs.  Lubrication and material dispensing
sales and profits were comparable to the prior year.  The
weakness of the European economy continues to impact the
results of the Lincoln business.

Paper Products Segment.  Net sales decreased $5.4 million
and operating income decreased $2.7 million.  Coated
groundwood paper volume was down 5.2% and prices were
down 1.6% over the first quarter of 1993.  Uncoated paper
volume was down 3.9% and prices were down only .8%. 
Although prices in the market were down, lower raw material
costs for the first two months of 1994 and operating efficiencies
helped to offset the decrease.

Joint Venture.  Tons shipped were up 6.0% and prices were up
2.2%.  This business continues to be influenced by worldwide
industry overcapacity in both the lightweight coated and SCA
markets.

FINANCIAL CONDITION

In 1994 as in 1993, net income adjusted for non-cash items
provided much of the funds for seasonal working capital
increases which consisted of accounts receivable dating
programs and building of inventory levels.  Borrowings financed
some operating needs along with capital expenditures of $15.0
million in 1994 and $12.8 million in 1993.  The percentage of
long-term debt to total capital was 53% at March 31, 1994
compared to 39% at December 31, 1993, substantially all of
which was due to the acquisition of Schroff during the first
quarter of 1994.  Revolving credit facilities were used to fund
the acquisition of Schroff.  

The full year 1994 cash flow from operations is expected to be
comparable to 1993.  Working capital needs will grow as total
sales increase.  Capital expenditures are expected to be about
$80-90 million in 1994 as compared to $73.4 million in 1993.  

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

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

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

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

OUTLOOK

In general, the Company is strong and well-positioned to
continue its growth.  The strong emphasis on product
development and aggressive efforts at expanding distribution
channels that helped during the recent weak economic cycle
are expected to continue to grow market share and sales and
profit growth.  The company does not foresee a significant
recovery in the European and Canadian economies in the short
term.  Such a recovery would have a favorable impact to some
degree on future results.

In all businesses, sales are expected to respond to new
products and enhanced customer service.  In particular, sales
in the Specialty Products segment should benefit from a
continued focus on market expansion through new distribution
channels such as homecenter chains and lumberyards. 
Certain businesses have reduced product and operating costs
over the last few years, so profitability should respond
positively to increased sales.  In the paper industry, some
paper manufacturers have taken downtime to cut inventories. 
This may reduce domestic industry capacity, helping to correct
the current supply-demand imbalance.  In the premium paper
industry, marketing and distribution strategies emphasizing
high demand recycle specialty grades and prompt delivery of
value-added product have been put in place and continue to
contribute to profitability.  Signs of price increases in Europe
may help the SCA and LWC markets, if the European
manufacturers withdraw tonnage from the U.S. markets and
redirect it to their home markets.

PART II - OTHER INFORMATION

ITEM 1 -Legal Proceedings

McNeil (Ohio) Corporation.  F.E. Myers (Myers), a division of
McNeil (Ohio) Corporation, three other pump manufacturers
and a distributor were sued on April 18, 1994 by two
environmental groups pursuant to California Health and Safety
Code Section 25249 (Proposition 65) and the Unfair Practices
Act, Business and Professions Code Section 17200.  Basic
information concerning this matter was previously reported in
the Company's Form 10-K for the year ending December 31,
1993.  The lawsuit alleges violations of California law arising
from discharge of lead from submersible water pumps into
drinking water.  Claims have been made for injunctive relief,
statutory penalties and damages.  Myers was not sued in a
separate Proposition 65 suit filed by the State of California
against the three other pump manufacturers.  Based on the
information currently known, the Registrant believes that this
matter is unlikely to result in material liability.

ITEM 4 -Results of Votes of Security Holders

(a)The annual meeting of shareholders was held on April 20,
1994.

(c)The only matters voted upon at the annual meeting were the
election of directors and the approval of auditors.  The vote
tallies are as follows:

DIRECTORS:

                       C. A. Haggerty       H. V. Haverty       D. E. Nugent

FOR                      17,674,305          17,676,382          17,652,285
WITHHELD                    134,456             132,379             156,476

AUDITORS:             Deloitte & Touche

FOR                      17,568,967
AGAINST                    92,616
ABSTAIN                    147,718
BROKER
 NON-VOTES                    0

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

(b)  Reports on Form 8-K.  

A report on Form 8K was filed on January 4, 1994 disclosing
the definitive agreement to acquire the Schroff Group from
Fried. Krupp AG Hoesch-Krupp of Germany.

A Form 8K/A (Amendment to Form 8K which was filed on
January 4, 1994) was filed on January 10, 1994 disclosing the
purchase agreement for the transaction.

A report on Form 8K was filed on March 14, 1994 reporting the
completion of the acquisition.

A Form 8K/A (Amendment to Form 8K which was filed on
March 14, 1994) was filed on May 13, 1994 disclosing the
financial statements of the business acquired (Schroff) and the
pro forma financial information for Pentair and Schroff.

SIGNATURES

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

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

May 13, 1994

EXHIBIT INDEX

Exhibit Number

11   Calculation of Earnings per Common and
       Common Equivalent Share
EXHIBIT 11

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

                                                                  Quarter Ended
                                                                    March 31
                                                                 1994         1993
INCOME ($ thousands)
                                                                     
Net income                                                   $11,100       $9,500 
Preferred dividend requirements                                1,366        2,000 
Earnings available to common and common
  equivalent shares - Primary                                  9,734        7,500 

Preferred dividends assuming conversion 
    of Preferred Stock:
        Series 1987                                                0          620 
        Series 1988                                              256          255 
        Series 1990                                            1,110        1,125 
Tax benefit on preferred ESOP dividend 
    eliminated due to conversion into common                    (264)        (212)
Tax benefit on ESOP dividend assuming con-
    version to common, at common dividend rate                    92           71 

Earnings available for common and common equivalent
   shares - Diluted                                          $10,928       $9,359 

SHARES (thousands)
Weighted average number of shares outstanding
   during the period                                          18,169       16,394 
Shares issuable on exercise of stock options
   less shares repurchaseable from proceeds                      203          178 

Common and Common Equivalent Shares -
     Primary                                                  18,372       16,572 

Shares issuable on conversion of:
   $1.50 Cumulative Convertible Preferred Stock,
      Series 1987                                                  0        1,660 
   $7.50 Callable Cumulative Convertible
      Preferred Stock, Series 1988                               513          530 
   8% Callable Cumulative Voting Convertible
      Preferred Stock, Series 1990                             2,121        2,133 

Common and Common Equivalent Shares -
      Diluted                                                 21,006       20,895 

EARNINGS PER SHARE:
  PRIMARY                                                       $.53         $.45
  DILUTED                                                        .52          .44

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