Registration No.      -            



                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
         - - - - - - - - - - - - - - - - - - - - - - - -

                             FORM S-8

                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933

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

       Minnesota                        41-0907434                    
    (State of incorporation)   (I.R.S. employer identification no.)

1500 County Road B2 West, Saint Paul, Minnesota         55113                   
 (Address of principal executive offices)             (Zip code)

          Pentair, Inc. Omnibus Stock Incentive Plan                         
                   (Full title of the plan)
                                       Copy to:
 Mr. Richard  W. Ingman                Mr. Louis Ainsworth
 Pentair, Inc.                         Henson & Efron, P.A.
 1500 County Road B2 West, Suite 400   400 Second Avenue South, Suite 1200
 St. Paul, Minnesota 55113-3105        Minneapolis, Minnesota 55401
 (612) 636-7920                        (612) 339-2500                          
              (Name, address, and telephone number,
            including area code, of agent for service)


                 CALCULATION OF REGISTRATION FEE
                                                                          
                                  Proposed    Proposed
     Title of                    maximum       maximum
    securities       Amount       offering    aggregate    Amount of
       to be          to be       price        offering    registration
    registered     registered   per share(1)  price(1)         fee              

    Common Stock,  3,200,000      $28 1/2    $91,200,000   $31,448.28
     Par Value       shares
     $.16 2/3
     per share                                                                 

(1)  Estimated solely for the purpose of calculating the registration 
fee pursuant to Rule 457(h) under the Securities Act of 1933 on 
the basis of the high and low prices of the Registrant's Common
Stock on the New York Stock Exchange Composite Tape on September 
18, 1996.

<PAGE>
                    PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended, a Prospectus prepared in accordance with Part I of Form
S-8 will be distributed to holders of options to be granted under the
Pentair, Inc. Omnibus Stock Incentive Plan.  This Prospectus
constitutes a Section 10(a) prospectus and is incorporated by
reference in this Registration Statement.

    
                   PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference

The following documents filed with the Commission are incorporated
herein by reference:

      (a)  Annual Report of Pentair, Inc. on Form 10-K for the
    year ended December 31, 1995.

      (b)  All other reports filed pursuant to Section 13(a) or
    15(d) of the Securities Exchange Act of 1934 (the "Exchange
    Act") since December 31, 1995.

      (c)  The description of the shares of Pentair, Inc. common
    stock contained in the Form 8a-12b dated January 29, 1996.

    All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.


Item 4.  Description of Securities

Not applicable.  No description is required because the Company's
common stock is registered under Section 12 of the Exchange Act.


Item 5.  Interests of Named Experts and Counsel

The validity of the Common Stock offered hereby will be passed
upon for the Company by Henson & Efron, P.A., 1200 Title
Insurance Building, 400 2nd Ave. So., Minneapolis, Minnesota
55401.  Lawyers of Henson & Efron, P.A. working on this offering
own, directly or indirectly, 26,412 shares of the Company's common
stock.


Item 6.  Indemnification of Directors and Officers

Article III, Section 13 of the Company's Second Amended and
Superseding By-Laws provides for indemnification of Company
directors and officers to the extent legally permissible under
Minnesota Statutes, Section 302A.521.  This statute provides for the
indemnification by corporations of persons made or threatened to be
made parties to a proceeding by reason of their former or present
official capacity with the corporation against judgments, penalties,
and fines incurred in connection with the proceeding.  To qualify for
such indemnification, the person must not have been indemnified by
another source and must have acted in good faith, received no
improper personal benefit, had no reasonable cause to believe the
conduct was unlawful (with respect to criminal proceedings), and
reasonably believed that the conduct was in the best interests of the
corporation.

    The Company also maintains directors' and officers' liability
insurance coverage that insures the Company and its officers and
directors against damages, judgments, settlements, costs, charges,
and expenses incurred by reason of wrongful acts committed by
such persons in their capacities as directors and officers.

Item 7.  Exemption from Registration Claimed

Not applicable.


Item 8.  Exhibits

Exhibit
Number                               Description

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

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

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

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

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

(4.6)  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.

(4.7)  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. (Amending Exhibit 4.6).

(4.8)  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. (Amending Exhibit 4.6). 

(4.9)  $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, and J. P.
       Morgan Delaware.

(4.10) 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, and J. P. Morgan Delaware. (Amending Exhibit
       4.9). 

(4.11) $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.

(4.12) 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 4.11).

(4.13) 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, and Dresdner Bank.

(4.14) 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, and Dresdner
       Bank. (Amending Exhibit 4.13).

(4.15) 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, and Dresdner
       Bank . (Amending Exhibit 4.13).

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

(4.17) 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 4.16).

(4.18) 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 4.16).

(4.19) $25,000,000 Note Purchase Agreement dated December
       13, 1991  between Pentair, Inc. and Principal Mutual Life
       Insurance Company.

(4.20) $15,000,000 Note Purchase Agreement dated November
       1, 1992  between Pentair, Inc. and Nationwide Life
       Insurance Company.

(4.21) $15,000,000 Note Purchase Agreement dated January
       15, 1993  between Pentair, Inc. and Principal Mutual Life
       Insurance Company.

(4.22) $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) Company's Omnibus Stock Incentive Plan as Amended
       and Restated.

(23.1) Consent of Counsel

(23.2) Independent Auditors' Consent.


Item 9.  Undertakings

    (a)  Rule 415 Offering.

         The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are
    being made, a post-effective amendment to this registration
    statement:

              (i)  To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;      

              (ii)  To reflect in the prospectus any facts or events
         arising after the effective date of the registration
         statement (or the most recent post-effective amendment
         thereof) which, individually or in the aggregate, represent
         a fundamental change in the information set forth in the
         registration statement;

              (iii)  To include any material information with respect
         to the plan of distribution not previously disclosed in the
         registration statement or any material change to such
         information in the registration statement;

         Provided, however, that paragraphs (a)(1)(I) and (a)(1)(ii)
    do not apply if the information required to be included in the
    post-effective amendment by those paragraphs is contained
    in periodic reports filed by the registrant pursuant to Section
    13 or Section 15(d) of the Securities Exchange Act of 1934
    that are incorporated by reference in the registration
    statement.

         (2)  That, for the purpose of determining any liability
    under the Securities Act of 1933, each such post-effective
    amendment shall be deemed to be a new registration
    statement relating to the securities offered therein, and the
    offering of such securities at that time shall be deemed to be
    the initial bona fide offering thereof.

         (3)  To remove from registration by means of a post-effective 
    amendment any of the securities being registered
    which remain unsold at the termination of the offering.

    (b)  Filings Incorporating Subsequent Exchange Act
Documents by Reference.

    The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

    (c)  Filing of Registration on Form S-8.

    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

<PAGE>


                  SIGNATURES

    The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of St. Paul, State of Minnesota, on the 20th day of
September, 1996.

    PENTAIR, INC.



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


    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on the 20th day of
September, 1996 by the following persons in the capacities
indicated.



Winslow H. Buxton                 
 /s/ Winslow H. Buxton            
Chief Executive Officer,
Chief Operating Officer, President
Director (Principal
Executive Officer)

Richard W. Ingman                 
 /s/ Richard W. Ingman            
Executive Vice President,
Chief Financial Officer 
(Principal Financial 
and Accounting Officer)

D. Eugene Nugent                  
 /s/ D. Eugene Nugent             
Director

George N. Butzow                  
 /s/ George N. Butzow             
Director           

Quentin J. Hietpas                
 /s/ Quentin J. Hietpas           
Director           

Harold V. Haverty                 
 /s/ Harold V. Haverty            
Director           

Richard M. Schulze                
 /s/ Richard M. Schulze           
Director           



                EXHIBIT INDEX
Exhibit
Number                          Description

(4.1)  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).

(4.2)  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).

(4.3)  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).

(4.4)  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). 

(4.5)  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).

(4.6)  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).

(4.7)  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. (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, 1990).

(4.8)  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. (Amending Exhibit 4.6) (Incorporated by reference
       to Exhibit 4.3 to the Company's Current Report on Form 8-K filed March
       14, 1994).

(4.9)  $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, 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).

(4.10) 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, and J.
       P. Morgan Delaware. (Amending Exhibit 4.9) (Incorporated by reference
       to Exhibit 4.9 to the Company's Annual Report on Form 10K for the year
       ended December 31, 1994).

(4.11) $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).

(4.12) 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
       4.11) (Incorporated by reference to Exhibit 4.11 to the Company's
       Annual Report on Form 10K for the year ended December 31, 1994).

(4.13) 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, and
       Dresdner Bank (Incorporated by reference to Exhibit 4.4 to the
       Company's Current Report on Form 8-K filed March 14, 1994).

(4.14) 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, and Dresdner Bank.
       (Amending Exhibit 4.13) (Incorporated by reference to Exhibit 4.13 to the
       Company's Annual Report on Form 10K for the year ended December
       31, 1994).

(4.15) 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, and Dresdner Bank .
       (Amending Exhibit 4.13) (Incorporated by reference to Exhibit 4.14 to the
       Company's Annual Report on Form 10K for the year ended December
       31, 1994).

(4.16) 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).

(4.17) 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 4.16) (Incorporated by
       reference to Exhibit 4.13 to the Company's Form 10-K for the year
       ended December 31, 1992).

(4.18) 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 4.16). (Incorporated
       by reference to Exhibit 4.17 to the Company's Annual Report on Form
       10K for the year ended December 31, 1994).


(4.19) $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).

(4.20) $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).

(4.21) $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).

(4.22) $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) Company's Omnibus Stock Incentive Plan as Amended and Restated.
       (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q
       for the quarter ended March 31, 1996). 

(23.1) Consent of Counsel

(23.2) Independent Auditors' Consent.
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Registration No.      -            

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
         - - - - - - - - - - - - - - - - - - - - - - - -

                             FORM S-8

                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933

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

       Minnesota                        41-0907434                    
    (State of incorporation)   (I.R.S. employer identification no.)

1500 County Road B2 West, Saint Paul, Minnesota         55113                   
 (Address of principal executive offices)             (Zip code)

          Pentair, Inc. Omnibus Stock Incentive Plan                         
                   (Full title of the plan)
                                       Copy to:
 Mr. Richard  W. Ingman                Mr. Louis Ainsworth
 Pentair, Inc.                         Henson & Efron, P.A.
 1500 County Road B2 West, Suite 400   400 Second Avenue South, Suite 1200
 St. Paul, Minnesota 55113-3105        Minneapolis, Minnesota 55401
 (612) 636-7920                        (612) 339-2500                          
              (Name, address, and telephone number,
            including area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE
                                                                          
                                  Proposed    Proposed
     Title of                    maximum       maximum
    securities       Amount       offering    aggregate    Amount of
       to be          to be       price        offering    registration
    registered     registered   per share(1)  price(1)         fee              

    Common Stock,  3,200,000      $28 1/2    $91,200,000   $31,448.28
     Par Value       shares
     $.16 2/3
     per share                                                                 

(1)  Estimated solely for the purpose of calculating the registration 
fee pursuant to Rule 457(h) under the Securities Act of 1933 on 
the basis of the high and low prices of the Registrant's Common
Stock on the New York Stock Exchange Composite Tape on September 
18, 1996.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended, a Prospectus prepared in accordance with Part I of Form
S-8 will be distributed to holders of options to be granted under the
Pentair, Inc. Omnibus Stock Incentive Plan.  This Prospectus
constitutes a Section 10(a) prospectus and is incorporated by
reference in this Registration Statement.

    
                   PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

The following documents filed with the Commission are incorporated
herein by reference:

      (a)  Annual Report of Pentair, Inc. on Form 10-K for the
    year ended December 31, 1995.

      (b)  All other reports filed pursuant to Section 13(a) or
    15(d) of the Securities Exchange Act of 1934 (the "Exchange
    Act") since December 31, 1995.

      (c)  The description of the shares of Pentair, Inc. common
    stock contained in the Form 8a-12b dated January 29, 1996.

    All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

Item 4.  Description of Securities

Not applicable.  No description is required because the Company's
common stock is registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

The validity of the Common Stock offered hereby will be passed
upon for the Company by Henson & Efron, P.A., 1200 Title
Insurance Building, 400 2nd Ave. So., Minneapolis, Minnesota
55401.  Lawyers of Henson & Efron, P.A. working on this offering
own, directly or indirectly, 26,412 shares of the Company's common
stock.

Item 6.  Indemnification of Directors and Officers

Article III, Section 13 of the Company's Second Amended and
Superseding By-Laws provides for indemnification of Company
directors and officers to the extent legally permissible under
Minnesota Statutes, Section 302A.521.  This statute provides for the
indemnification by corporations of persons made or threatened to be
made parties to a proceeding by reason of their former or present
official capacity with the corporation against judgments, penalties,
and fines incurred in connection with the proceeding.  To qualify for
such indemnification, the person must not have been indemnified by
another source and must have acted in good faith, received no
improper personal benefit, had no reasonable cause to believe the
conduct was unlawful (with respect to criminal proceedings), and
reasonably believed that the conduct was in the best interests of the
corporation.

    The Company also maintains directors' and officers' liability
insurance coverage that insures the Company and its officers and
directors against damages, judgments, settlements, costs, charges,
and expenses incurred by reason of wrongful acts committed by
such persons in their capacities as directors and officers.

Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8.  Exhibits

Exhibit
Number                               Description

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

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

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

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

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

(4.6)  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.

(4.7)  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. (Amending Exhibit 4.6).

(4.8)  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. (Amending Exhibit 4.6). 

(4.9)  $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, and J. P.
       Morgan Delaware.

(4.10) 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, and J. P. Morgan Delaware. (Amending Exhibit
       4.9). 

(4.11) $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.

(4.12) 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 4.11).

(4.13) 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, and Dresdner Bank.

(4.14) 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, and Dresdner
       Bank. (Amending Exhibit 4.13).

(4.15) 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, and Dresdner
       Bank . (Amending Exhibit 4.13).

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

(4.17) 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 4.16).

(4.18) 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 4.16).

(4.19) $25,000,000 Note Purchase Agreement dated December
       13, 1991  between Pentair, Inc. and Principal Mutual Life
       Insurance Company.

(4.20) $15,000,000 Note Purchase Agreement dated November
       1, 1992  between Pentair, Inc. and Nationwide Life
       Insurance Company.

(4.21) $15,000,000 Note Purchase Agreement dated January
       15, 1993  between Pentair, Inc. and Principal Mutual Life
       Insurance Company.

(4.22) $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) Company's Omnibus Stock Incentive Plan as Amended
       and Restated.

(23.1) Consent of Counsel

(23.2) Independent Auditors' Consent.

Item 9.  Undertakings

    (a)  Rule 415 Offering.

         The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are
    being made, a post-effective amendment to this registration
    statement:

              (i)  To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;      

              (ii)  To reflect in the prospectus any facts or events
         arising after the effective date of the registration
         statement (or the most recent post-effective amendment
         thereof) which, individually or in the aggregate, represent
         a fundamental change in the information set forth in the
         registration statement;

              (iii)  To include any material information with respect
         to the plan of distribution not previously disclosed in the
         registration statement or any material change to such
         information in the registration statement;

         Provided, however, that paragraphs (a)(1)(I) and (a)(1)(ii)
    do not apply if the information required to be included in the
    post-effective amendment by those paragraphs is contained
    in periodic reports filed by the registrant pursuant to Section
    13 or Section 15(d) of the Securities Exchange Act of 1934
    that are incorporated by reference in the registration
    statement.

         (2)  That, for the purpose of determining any liability
    under the Securities Act of 1933, each such post-effective
    amendment shall be deemed to be a new registration
    statement relating to the securities offered therein, and the
    offering of such securities at that time shall be deemed to be
    the initial bona fide offering thereof.

         (3)  To remove from registration by means of a post-effective 
    amendment any of the securities being registered
    which remain unsold at the termination of the offering.

    (b)  Filings Incorporating Subsequent Exchange Act
Documents by Reference.

    The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

    (c)  Filing of Registration on Form S-8.

    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES

    The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of St. Paul, State of Minnesota, on the 20th day of
September, 1996.

    PENTAIR, INC.

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

    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on the 20th day of
September, 1996 by the following persons in the capacities
indicated.

Winslow H. Buxton                 
 /s/ Winslow H. Buxton            
Chief Executive Officer,
Chief Operating Officer, President
Director (Principal
Executive Officer)

Richard W. Ingman                 
 /s/ Richard W. Ingman            
Executive Vice President,
Chief Financial Officer 
(Principal Financial 
and Accounting Officer)

D. Eugene Nugent                  
 /s/ D. Eugene Nugent             
Director

George N. Butzow                  
 /s/ George N. Butzow             
Director           

Quentin J. Hietpas                
 /s/ Quentin J. Hietpas           
Director           

Harold V. Haverty                 
 /s/ Harold V. Haverty            
Director           

Richard M. Schulze                
 /s/ Richard M. Schulze           
Director           

                EXHIBIT INDEX
Exhibit
Number                          Description

(4.1)  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).

(4.2)  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).

(4.3)  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).

(4.4)  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). 

(4.5)  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).

(4.6)  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).

(4.7)  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. (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, 1990).

(4.8)  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. (Amending Exhibit 4.6) (Incorporated by reference
       to Exhibit 4.3 to the Company's Current Report on Form 8-K filed March
       14, 1994).

(4.9)  $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, 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).

(4.10) 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, and J.
       P. Morgan Delaware. (Amending Exhibit 4.9) (Incorporated by reference
       to Exhibit 4.9 to the Company's Annual Report on Form 10K for the year
       ended December 31, 1994).

(4.11) $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).

(4.12) 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
       4.11) (Incorporated by reference to Exhibit 4.11 to the Company's
       Annual Report on Form 10K for the year ended December 31, 1994).

(4.13) 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, and
       Dresdner Bank (Incorporated by reference to Exhibit 4.4 to the
       Company's Current Report on Form 8-K filed March 14, 1994).

(4.14) 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, and Dresdner Bank.
       (Amending Exhibit 4.13) (Incorporated by reference to Exhibit 4.13 to the
       Company's Annual Report on Form 10K for the year ended December
       31, 1994).

(4.15) 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, and Dresdner Bank .
       (Amending Exhibit 4.13) (Incorporated by reference to Exhibit 4.14 to the
       Company's Annual Report on Form 10K for the year ended December
       31, 1994).

(4.16) 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).

(4.17) 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 4.16) (Incorporated by
       reference to Exhibit 4.13 to the Company's Form 10-K for the year
       ended December 31, 1992).

(4.18) 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 4.16). (Incorporated
       by reference to Exhibit 4.17 to the Company's Annual Report on Form
       10K for the year ended December 31, 1994).

(4.19) $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).

(4.20) $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).

(4.21) $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).

(4.22) $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) Company's Omnibus Stock Incentive Plan as Amended and Restated.
       (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q
       for the quarter ended March 31, 1996). 

(23.1) Consent of Counsel

(23.2) Independent Auditors' Consent.