Registration No. 333-______
	

	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 or other jurisdiction of 
  incorporation or organization)	(I.R.S. Employer 	Identification No.)
1500 County B2 West, Suite 400
Saint Paul, Minnesota  55113-3105
(Address, including zip code, of principal executive offices)
	                                         

PENTAIR, INC. 
INTERNATIONAL STOCK PURCHASE AND BONUS PLAN
	(Full title of the plan)
	                                         

Richard W. Ingman
Pentair, Inc.
1500 County B2 West
Saint Paul, Minnesota  55113
	(651) 636-7920
	(Name, address and telephone number, including area code,
 of agent for service)
	                                         
Copy to:
James F. Pedersen, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota  55402
(612) 340-2600
	                                         

	CALCULATION OF REGISTRATION FEE
	
                            Proposed	    Proposed
Title of     	              maximum	     maximum
securities	    Amount to	   offering     aggregate	    Amount of
to be          be	          price per   	offering   	  registration
registered(1) 	Registered	  share(2)    	price(2)	     fee                   

	
Common Stock
($.16 2/3      250,000	     $33.40625	  	$8,351,562	   $2,464
	par value)

(1)	This Registration Statement also relates to the Rights to purchase 
shares of Common Stock of the Company which are attached to all shares 
of Common Stock outstanding as of, and issued subsequently to, July 31, 
1995 pursuant to the terms of the Rights Agreement, dated as of July 21, 
1995.  Until the occurrence of certain prescribed events, the Rights are 
not exercisable, are evidenced by the certificates of Common Stock and 
will be transferred with and only with such Common Stock.


(2) Estimated solely for the purpose of calculating the registration fee 
in accordance with Rule 457(h)(1) and (c), based upon the average of the 
high and low prices of the Common Stock as reported on the New York Stock
Exchange Composite Tape on August 27, 1998.


<PAGE>


PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents which have been filed with the Securities and 
Exchange Commission (the "Commission") by Pentair, Inc. (the "Company") 
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), 
are incorporated herein by reference:

(a)	Annual Report on Form 10-K for the fiscal year ended December 31, 
1997.

(b)	Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

(c)	Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. 

(d)	Current Report on Form 8-K filed on January 13, 1998.

(e)	The description of the Company's Common Stock contained in Item 1 of 
the Registration Statement on Form 8-A dated January 29, 1996, and any 
amendment or report filed for the purpose of updating such description 
filed subsequent to the date of this Registration Statement on Form S-8 
and prior to the termination of the offering described herein.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 
15(d) of the Exchange Act subsequent to the date hereof and prior to the 
filing of a post-effective amendment which indicates that all securities 
offered hereby have been sold or which deregisters all securities remaining 
unsold shall be deemed to be incorporated by reference herein and to be a 
part hereof from the respective dates of filing of such documents.   
Any statement contained herein or in a document all or part of which is 
incorporated or deemed to be incorporated by reference herein shall be 
deemed to be modified or superseded for purposes of this Registration 
Statement to the extent that a statement contained herein or in 
any subsequently filed document which also is or is deemed 
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as 
so modified or superseded, to constitute a part of this Registration Statement.

Item 4.	Description of Securities.

The description of the Company's Common Stock to be offered pursuant to this 
Registration Statement has been incorporated by reference into this 
Registration Statement as described in Item 3 of this Part II.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 302A.521 of the Minnesota Business Corporation Act gives the Company 
the power to indemnify any director, officer, manager, employee or agent, 
who was or is a party to any threatened, pending or completed action, suit 
or proceeding, whether civil, criminal, administrative or investigative, 
by reason of such person's former or present official capacity, against 
certain liabilities and expenses incurred in connection with the 
action, suit or proceeding.

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 law.  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 maintains a standard policy of officers' and directors' liability 
insurance.

Item 7.  Exemption from Registration Claimed.

No securities are to be reoffered or resold pursuant to this 
Registration Statement.

Item 8.  Exhibits.

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

4.2	Second Amended and Superseding By-Laws as amended through July 30, 
1996.

4.3	Rights Agreement 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).

4.4	Pentair, Inc. International Stock Purchase and Bonus Plan.

5.1	Opinion and Consent of Dorsey & Whitney LLP.

23.1	Consent of Deloitte & Touche LLP.

23.2	Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

24.1	Power of Attorney.

Item 9.  Undertakings.

(a)  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.  Notwithstanding the foregoing, any increase or 
decrease in volume of securities offered (if the total dollar value of 
securities would not exceed that which was registered) and any deviation 
from the low or high end of the estimated maximum offering range may 
be reflected in the form of prospectus filed with the Securities and 
Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the 
changes in volume and price represent no more than a 20% change in the 
maximum aggregate offering price set forth in the "Calculation of 
Registration Fee" table in the effective Registration Statement; and

(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) above will not 
apply if the Registration Statement is on Form S-3, Form S-8, or Form F-3, 
and the information required to be included in a post-effective amendment 
by those paragraphs is contained in periodic reports filed with or furnished 
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)  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)  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 Securities Act and is, therefor, unenforceable.  
In the event that a claim for indemnification against such liabilities 
(other than the payment by the registrant of expenses incurred or paid by a 
director, officer or other 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 
Securities Act and will be governed by the final adjudication of such issue.


<PAGE>

	SIGNATURES

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 Saint Paul, State of Minnesota, 
on the 28th day of August, 1998.

PENTAIR, INC.

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

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed on the 28th day of August, 1998, by the following 
persons in the capacities indicated.

	Signature	                     Title	
/s/ Winslow H. Buxton          	Chairman, President, Chief 
                                Executive Officer and Director
	Winslow H. Buxton 	            (principal executive officer)

/s/ Richard W. Ingman          	Executive Vice President and 
                                Chief Financial Officer (principal	
Richard W. Ingman	              financial and accounting officer)
	
    *                                       	Director
George N. Butzow   

    *                                       	Director	
William J. Cadogan

    *                                       	Director	
Barbara B. Grogan

    *                                       	Director	
Charles A. Haggerty

    *                                       	Director	
Harold V. Haverty 

    *                                       	Director	
Quentin J. Hietpas


    *                                       	Director	
Richard M. Schulze

    *                                       	Director	
Karen E. Welke

*By    /s/ Richard W. Ingman                      
           Richard W. Ingman	
           Attorney-in-Fact

<PAGE>

	EXHIBIT INDEX



Exhibit

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

4.2		Second Amended and Superseding By-Laws as amended through July 30, 
1996.

4.3		Rights Agreement 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).

4.4		Pentair, Inc. International Stock Purchase and Bonus Plan.

5.1		Opinion and Consent of Dorsey & Whitney LLP.

23.1		Consent of Deloitte & Touche LLP.

23.2 	Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

24.1		Power of Attorney.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13461}]
{"company-data": {"conformed-name": "PENTAIR INC", "cik": "0000077360", "assigned-sic": "3550", "irs-number": "410907434", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62475", "film-number": "98700856"}, "business-address": {"street1": "1500 COUNTY RD - B2 WEST", "street2": "SUITE 400", "city": "ST PAUL", "state": "MN", "zip": "55113-3105", "phone": "6126367920"}, "former-company": {"former-conformed-name": "PENTAIR INDUSTRIES INC", "date-changed": "19790327"}}
Registration No. 333-______
	

	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 or other jurisdiction of 
  incorporation or organization)	(I.R.S. Employer 	Identification No.)
1500 County B2 West, Suite 400
Saint Paul, Minnesota  55113-3105
(Address, including zip code, of principal executive offices)
	                                         

PENTAIR, INC. 
INTERNATIONAL STOCK PURCHASE AND BONUS PLAN
	(Full title of the plan)
	                                         

Richard W. Ingman
Pentair, Inc.
1500 County B2 West
Saint Paul, Minnesota  55113
	(651) 636-7920
	(Name, address and telephone number, including area code,
 of agent for service)
	                                         
Copy to:
James F. Pedersen, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota  55402
(612) 340-2600
	                                         

	CALCULATION OF REGISTRATION FEE
	
                            Proposed	    Proposed
Title of     	              maximum	     maximum
securities	    Amount to	   offering     aggregate	    Amount of
to be          be	          price per   	offering   	  registration
registered(1) 	Registered	  share(2)    	price(2)	     fee                   

	
Common Stock
($.16 2/3      250,000	     $33.40625	  	$8,351,562	   $2,464
	par value)

(1)	This Registration Statement also relates to the Rights to purchase 
shares of Common Stock of the Company which are attached to all shares 
of Common Stock outstanding as of, and issued subsequently to, July 31, 
1995 pursuant to the terms of the Rights Agreement, dated as of July 21, 
1995.  Until the occurrence of certain prescribed events, the Rights are 
not exercisable, are evidenced by the certificates of Common Stock and 
will be transferred with and only with such Common Stock.

(2) Estimated solely for the purpose of calculating the registration fee 
in accordance with Rule 457(h)(1) and (c), based upon the average of the 
high and low prices of the Common Stock as reported on the New York Stock
Exchange Composite Tape on August 27, 1998.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents which have been filed with the Securities and 
Exchange Commission (the "Commission") by Pentair, Inc. (the "Company") 
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), 
are incorporated herein by reference:

(a)	Annual Report on Form 10-K for the fiscal year ended December 31, 
1997.

(b)	Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

(c)	Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. 

(d)	Current Report on Form 8-K filed on January 13, 1998.

(e)	The description of the Company's Common Stock contained in Item 1 of 
the Registration Statement on Form 8-A dated January 29, 1996, and any 
amendment or report filed for the purpose of updating such description 
filed subsequent to the date of this Registration Statement on Form S-8 
and prior to the termination of the offering described herein.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 
15(d) of the Exchange Act subsequent to the date hereof and prior to the 
filing of a post-effective amendment which indicates that all securities 
offered hereby have been sold or which deregisters all securities remaining 
unsold shall be deemed to be incorporated by reference herein and to be a 
part hereof from the respective dates of filing of such documents.   
Any statement contained herein or in a document all or part of which is 
incorporated or deemed to be incorporated by reference herein shall be 
deemed to be modified or superseded for purposes of this Registration 
Statement to the extent that a statement contained herein or in 
any subsequently filed document which also is or is deemed 
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as 
so modified or superseded, to constitute a part of this Registration Statement.

Item 4.	Description of Securities.

The description of the Company's Common Stock to be offered pursuant to this 
Registration Statement has been incorporated by reference into this 
Registration Statement as described in Item 3 of this Part II.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 302A.521 of the Minnesota Business Corporation Act gives the Company 
the power to indemnify any director, officer, manager, employee or agent, 
who was or is a party to any threatened, pending or completed action, suit 
or proceeding, whether civil, criminal, administrative or investigative, 
by reason of such person's former or present official capacity, against 
certain liabilities and expenses incurred in connection with the 
action, suit or proceeding.

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 law.  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 maintains a standard policy of officers' and directors' liability 
insurance.

Item 7.  Exemption from Registration Claimed.

No securities are to be reoffered or resold pursuant to this 
Registration Statement.

Item 8.  Exhibits.

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

4.2	Second Amended and Superseding By-Laws as amended through July 30, 
1996.

4.3	Rights Agreement 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).

4.4	Pentair, Inc. International Stock Purchase and Bonus Plan.

5.1	Opinion and Consent of Dorsey & Whitney LLP.

23.1	Consent of Deloitte & Touche LLP.

23.2	Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

24.1	Power of Attorney.

Item 9.  Undertakings.

(a)  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.  Notwithstanding the foregoing, any increase or 
decrease in volume of securities offered (if the total dollar value of 
securities would not exceed that which was registered) and any deviation 
from the low or high end of the estimated maximum offering range may 
be reflected in the form of prospectus filed with the Securities and 
Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the 
changes in volume and price represent no more than a 20% change in the 
maximum aggregate offering price set forth in the "Calculation of 
Registration Fee" table in the effective Registration Statement; and

(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) above will not 
apply if the Registration Statement is on Form S-3, Form S-8, or Form F-3, 
and the information required to be included in a post-effective amendment 
by those paragraphs is contained in periodic reports filed with or furnished 
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)  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)  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 Securities Act and is, therefor, unenforceable.  
In the event that a claim for indemnification against such liabilities 
(other than the payment by the registrant of expenses incurred or paid by a 
director, officer or other 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 
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

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 Saint Paul, State of Minnesota, 
on the 28th day of August, 1998.

PENTAIR, INC.

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

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed on the 28th day of August, 1998, by the following 
persons in the capacities indicated.

	Signature	                     Title	
/s/ Winslow H. Buxton          	Chairman, President, Chief 
                                Executive Officer and Director
	Winslow H. Buxton 	            (principal executive officer)

/s/ Richard W. Ingman          	Executive Vice President and 
                                Chief Financial Officer (principal	
Richard W. Ingman	              financial and accounting officer)
	
    *                                       	Director
George N. Butzow   

    *                                       	Director	
William J. Cadogan

    *                                       	Director	
Barbara B. Grogan

    *                                       	Director	
Charles A. Haggerty

    *                                       	Director	
Harold V. Haverty 

    *                                       	Director	
Quentin J. Hietpas

    *                                       	Director	
Richard M. Schulze

    *                                       	Director	
Karen E. Welke

*By    /s/ Richard W. Ingman                      
           Richard W. Ingman	
           Attorney-in-Fact
EXHIBIT INDEX

Exhibit

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

4.2		Second Amended and Superseding By-Laws as amended through July 30, 
1996.

4.3		Rights Agreement 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).

4.4		Pentair, Inc. International Stock Purchase and Bonus Plan.

5.1		Opinion and Consent of Dorsey & Whitney LLP.

23.1		Consent of Deloitte & Touche LLP.

23.2 	Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

24.1		Power of Attorney.