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 September 30, 1997
                          
                         OR
                          
     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934
                          
 For the transition period from ________ to _______
                          
                          
           Commission File No. 001-11625
                          
                          
                   PENTAIR, INC.
(Exact name of Registrant as specified in its charter)
                          
                          
     Minnesota                       41-0907434
    (State or other jurisdiction     (IRS Employer
     of incorporation or              Identification No.) 
     organization)                                        
                          
                          
      1500 County B2 West, Suite 400
      St. Paul, Minnesota                              55113-3105
(Address of principal  executive offices)             (Zip Code)
                          
                   (612) 636-7920
          (Registrant's telephone number,
                including area code)
                          

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


The number of shares outstanding of Registrant's only class of common stock on
September 30, 1997 was 38,080,709.




           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 2.  Acquisition or Disposition of Assets
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)


                         Nine Months Ended              Quarter Ended
                           September 30                  September 30

                         1997         1996            1997       1996

                                                     
Net sales                $1,315,533   $1,140,160      $482,089   $410,970 

Operating costs
  Cost of goods sold      918,341      802,950         339,799    294,982 
  Selling, general and
     administrative       278,388      236,110         99,533     80,365 
Total operating costs     1,196,729    1,039,060       439,332    375,347 

Operating income          118,804      101,100         42,757     35,623 
 
Interest net              16,146       13,829           6,051      4,555 

Income before
  income taxes            102,658      87,271          36,706     31,068 

Provision for
   income taxes           40,550       35,084          14,499     12,490 

Net income                62,108       52,187          22,207     18,578
Preferred dividend
  requirements             3,646        3,816           1,212      1,268
Earnings applicable
   to common stock       $58,462      $48,371         $20,995    $17,310

Earnings per share:

Primary                     $1.52        $1.28           $0.54      $0.46
Diluted                     $1.43        $1.21           $0.51      $0.43

Weighted average common
 and common equivalent shares:

  Primary                  38,380       37,915          38,523     38,037 
  Diluted                  43,027       42,745          43,126     42,793           


See Notes to Consolidated Financial Statements.





                   PENTAIR, INC.
             CONSOLIDATED BALANCE SHEET

(Unaudited)
($ expressed in thousands)


                                September 30,        December 31,
                                        1997                1996

ASSETS                        
Current assets
                                                   
  Cash and cash equivalents         $25,042              $22,973 
  Accounts receivable - net         397,193              299,055 
  Inventories
   Finished goods                   174,721              159,617 
   Work in process                   66,429               47,689 
   Raw materials and supplies        90,341               49,409 
        Total inventory             331,491              256,715 
  Deferred income taxes              26,786               23,084 
  Other current assets               11,746               12,428 
Total current assets                792,258              614,255 

Property, plant and equipment       589,709              525,918 
Accumulated depreciation            262,496              227,069 
        PP & E - net                327,213              298,849 
Marketable securities -
     insurance subsidiary                 0               40,764 
Goodwill - net                      456,015              298,372
Deferred Income Taxes                 1,940                2,381
Other assets                         31,931               34,393 
TOTAL ASSETS                     $1,609,357           $1,289,014 

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Accounts payable                 $132,795              $98,146 
  Compensation and other
    benefits accruals                75,836               61,713 
  Income taxes                        6,896               24,919 
  Accrued product claims
    and warranties                   31,620               25,167 
  Accrued expenses and
    other liabilities                82,532               58,765 
  Current maturities of
     long-term debt                  34,346               32,928 
Total current liabilities           364,025              301,638 

Long-term debt                      468,098              279,889 
Pensions and other 
   retirement compensation           48,343               47,018 
Postretirement medical and 
   other benefits                    50,078               47,045 
Reserves - insurance subsidiary      35,710               32,322 
Other liabilities                    39,972               17,251 

Commitments and contingencies

Shareholders' equity 
Preferred stock - at
   liquidation value
Authorized:  2,500,000 shares
Outstanding: 1997 - 1,721,506       60,323                62,058 
            1996 - 1,769,983 
Unearned compensation
   relating to ESOP                (11,470)              (14,440)

Common stock - par value, $.16 2/3
Authorized:  72,500,000 shares
Outstanding: 1997 - 38,080,709       6,348                 6,287 
            1996 - 37,717,022
Additional paid-in capital         183,232               179,143 
Currency translation, 
 marketable security and
  pension adjustments               (1,482)                8,053 
Retained earnings                  366,180               322,750 
    Total shareholders' equity     603,131               563,851 

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY           $1,609,357            $1,289,014


See Notes to Consolidated Financial Statements.





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


                                          Nine Months Ended   
                                            September 30   
                                     1997              1996
Cash provided by (used for)
Operating activities
                                                 
Net income                           $62,108           $52,187 
Adjustments to reconcile
    to cash flow:
 Depreciation                         41,769            35,802 
 Amortization                          9,589             8,566
 Gain on sale of securities           (5,932)                0 
 Deferred income taxes                  (854)            3,230 
 Changes in assets and liabilities,
   net of effects of acquisition
   Accounts receivable               (60,754)          (39,935)
   Inventories                       (50,451)          (39,453)
   Accounts payable                   19,901             2,506 
   Compensation and benefits          11,930            (5,949)
   Income taxes                      (17,434)            3,130 
   Pensions and other
      retirement compensation          4,343             5,917 
   Reserves - insurance subsidiary     3,388             3,745 
   Other assets/liabilities - net     11,039            (2,983)
Cash used for operating activities    28,642            26,763

Investing activities
Capital expenditures                 (55,873)          (39,497)
Construction funds in escrow             886           (9,748)
Net proceeds (purchases)
 of marketable securities             46,696            (5,774)
Acquisitions - 
     net of cash acquired            (210,651)         (48,151)
Cash used for investing activities   (218,942)         (103,170)

Financing activities
Borrowings                            215,626           80,350 
Debt payments                         (11,398)          (1,227)
Unearned ESOP
   compensation decrease               2,970             3,105 
Employee stock plans and other         2,754             4,410 
Dividends paid                       (19,012)          (17,844)
Cash provided by (used for)
      financing activities            190,940           68,794 

Effects of currency
 exchange rate changes                 1,429             5,594 

Increase (decrease)
 in cash and cash equivalents          2,069           (2,019)

Cash and cash equivalents
  - beginning of period               22,973            36,648 
  - end of period                    $25,042           $34,629 


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, 1996, previously filed with the Commission.

2.  The results of operations for the nine months ended September 30, 1997 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 annual 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):
                         September 30,December 31,
                                 1997        1996

Revolving credit facilities     $322        $168 
Private placement debt           148         115 
Other                             32          30 
TOTAL                            502         313 
Current maturities               (34)        (33)
Total long-term debt            $468        $280 

Debt agreements contain various restrictive covenants, including a limitation 
on the payment of dividends and certain other restricted payments.  Under the
most restrictive covenants, $125 million of the September 30, 1997 retained 
earnings were unrestricted for such purposes.

6.Statement of Cash Flows

The following is supplemental information relating to the Statement of 
Cash Flows ($000's):
                                       Nine Months Ended September 30
                                           1997        1996
Interest paid
(net of capitalized interest in 1997)     $13,348     $12,374
Income tax payments                        52,045      21,863

7.  Recent Accounting Standards

In February 1997, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards No. 128, " Earnings Per Share," which is 
effective for financial statements issued for the periods ending after 
December 15, 1997, including interim periods; earlier application is not 
permitted.  The Company has determined that adoption of the standard will not 
have a material effect on the Company's financial position or results of 
operations. 

8.  Acquisition

Effective August 23, 1997 Pentair purchased the assets of the Pump Group of
General Signal Corporation (GS Pump).  Results of operations since that date
are included in consolidated results.  The purchase price was approximately 
$200 million.

9.  Subsequent Event

On November 4, 1997 Pentair announced that it had completed the sale of 
Federal Cartridge for approximately $112 million.


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

BUSINESS SEGMENT INFORMATION
Selected information for business segments for the nine months ended 
September 30, 1997 and 1996 follows ($ millions):



                                     General      
                       Specialty     Industrial    
                       Products      Equipment     Corporate      Total

1997
                                                      
Net Sales              $569.2        $746.3        $ 0.0        $1,315.5
Operating Income         65.2          73.6        (20.0)          118.8
Identifiable Assets     758.6         810.2         40.6         1,609.4
Depreciation 
  and Amortization       17.8          33.4          0.2            51.4
Capital Expenditures     13.6          42.1          0.2            55.9

1996
Net Sales              $476.4        $663.8         $0.0        $1,140.2
Operating Income         55.2          61.5        (15.6)          101.1
Identifiable Assets     468.3         734.8         77.8         1,280.9
Depreciation 
  and Amortization       13.9          30.4          0.1            44.4
Capital Expenditures     12.5          26.9          0.1            39.5

 

RESULTS OF OPERATIONS

Consolidated Results.
Consolidated net sales increased to $1,315.5 million in 1997, representing 
a 15.4% increase over 1996.  The double digit growth rate is attributed to 
strength in professional power tool and North American enclosure markets as
well as acquisitions (Flex, Century, SIATA, Transrack, and GS Pump). These 
factors more than offset reduced period sales in 1997 due to continuing 
economic weakness in Europe and adverse currency effects of the strong U.S. 
dollar.

Operating income increased to $118.8 million in 1997, up 17.5% over 1996, 
and operating income as a percent of sales improved from 8.9% to 9.0%.
Gross profit margins increased .6 points in 1997 to 30.2% versus 29.6% in 1996 
due to product mix and improved profitability at Federal Cartridge.  Selling, 
general and administrative expense (SG&A) as a percent of sales was 21.2% 
in 1997 as compared to 20.7% in 1996, due to implementation of new systems 
and costs associated with introductions of new products. 

Specialty Products Segment.
Specialty Products sales increased $92.8 million or 19.5%, propelled 
by new product introductions, acquisitions, and expanded distribution in 
home center and hardware channels.  The tool businesses grew as a result of 
acquisitions (Flex by Porter-Cable), continued expansion into new 
distribution channels and new product introductions. Sales increased 
in the water products businesses: slow economic conditions in the
European markets were more than offset by gains in the North American 
businesses.  The SIATA acquisition (made in December 1996 by Fleck Controls)
and the August 1997 acquisition of GS Pump contributed to sales and income 
in 1997.

Operating income as a percent of sales decreased to 11.5% in 1997 from 11.6% 
in 1996 due to product mix and the continued economic softness in Europe that
affected both Flex and Fleck Controls.

General Industrial Equipment Segment.
General Industrial Equipment sales increased $82.5 million or 12.4%.  The
acquisitions of Century Manufacturing in November 1996 and Transrack effective 
January 1997 were major contributors to the increase in sales.  North 
American sales growth was strong enough to overcome weaker European sales 
(especially as measured in a stronger U.S. Dollar) in the enclosure and 
lubrication systems businesses in the first 9 months of 1997.  Sales at Federal
increased as a result of new product introductions and increased volume.  

Operating income as a percent of sales increased to 9.9% in 1997 from 
9.3% in 1996 primarily as a result of higher profitability at Federal.

FINANCIAL CONDITION
Cash flow from operating activities was $28.6 million in 1997 compared to 
$26.8 million in 1996.  The Company had a negative free cash flow of
$27.2 million in 1997 compared to negative $12.7 million in 1996. 
Free cash flow, a measure of the internal financing of operational 
cash needs, is defined as cash from operations less capital expenditures.  

Gains from the sale of securities of the captive insurance company were 
substantially offset by increases in insurance reserves necessary to cover 
additional risks.

Working capital is somewhat seasonal and has increased to meet business needs.
Finished goods inventory was built in anticipation of strong fourth quarter 
sales.  Accounts receivable levels increased due to acquisitions and dating
programs.

Capital expenditures were $55.9 million in 1997 as compared to $39.5 million
in 1996.  The increase is primarily due to completion of construction efforts at
Hoffman's new Mt. Sterling facility.

Borrowings in the first 9 months of 1997 financed acquisition payments and 
a portion of capital expenditures, with cash from operations providing
the remainder. The percentage of long-term debt to total capital was 44% at 
September 30, 1997 compared to 33% at December 31, 1996.

Proceeds from the sale of Federal Cartridge received in the fourth quarter 
are being used to pay down debt and fund future growth in Pentair's chosen
markets.

OUTLOOK

In general, the Company is well-positioned to continue its recent growth with
acquisitions contributing to sales and operating growth.  Strong emphasis on 
product development and aggressive efforts to expand distribution channels 
in all businesses are expected to generate growth in market share, sales 
and profits. Pentair also continues to search for strategic or synergistic 
industrial acquisitions to complement its existing businesses.

Continuing diversification of the industrial businesses in Pentair's various
markets has helped the company to maintain consistent growth over the past 
few years.  Geographic diversity has also helped the company to balance the
impacts of various economic patterns in the U.S. and Europe. 

Capital outlays in 1997 are expected to be in the $75-85 million range.
Projects include the completion of the manufacturing plant for Hoffman 
in Mount Sterling, Kentucky, reconfiguration and expansion of other 
manufacturing facilities and new product development.  These capital 
expenditures are expected to be financed out of its operating cash flows.

The Company expects that cash from operating activities should continue to
provide the funds for capital investments, dividends and small acquisitions. 
The Company increased its revolving credit facility effective from $300 million
to $390 million effective August 1, 1997.  Based upon current operating 
expectations, credit available is expected to be adequate.

The Company's future results of operations and the other forward looking 
statements contained in the Outlook, in particular statements about 
acquisitions, capital spending and sales growth, involve a number of 
risks and uncertainties.  In addition to the factors discussed specifically 
above, among the other factors that could cause actual results to differ 
materially include the following: business conditions and the general economy;
competitive factors, such as market acceptance of new products, pricing, and
the impact of competitive products; risk of nonpayment of accounts receivable;
manufacturing capacity; risks associated with foreign operations; risks of 
inventory obsolescence due to shifts in market demand; timing of product 
introductions; and litigation regarding product and environmental issues.  The
actual results the Company achieves may differ materially from those 
anticipated as a result of these risks and uncertainties.  Readers are 
encouraged to carefully review and consider disclosures made by the Company 
in this report and in the Company's Annual Report and other reports filed 
from time to time with the Securities and Exchange Commission.   


PART II - OTHER INFORMATION

ITEM 2 - Acquisition or Disposition of Assets

Disposition - On November 4, 1997 the Company announced that it had
completed the sale of its wholly owned subsidiary, Federal Cartridge 
Co. of Anoka, Minnesota, to Blount Inc. of Montgomery, Alabama.
The transaction, an all-cash sale for approximately $112 million, was
effective as of October 31, 1997.  Proceeds from the sale will be used
to pay down debt and fund future growth in Pentair's three chosen markets:
enclosures; professional tools and equipment; and water products.

ITEM 6 - Exhibits and Reports on Form 8-K

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

Exhibit         Description
Number

11   Calculation of Earnings per Common and Common Equivalent Share

27   Financial Data Schedule

(b)  Reports on Form 8-K.  

Form 8-K dated July 21, 1997 regarding the purchase of the General Signal 
Pump Group.



SIGNATURES

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

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

November 13, 1997



EXHIBIT INDEX
Exhibit Number


11   Calculation of Earnings per Common and Common Equivalent Share

27   Financial Data Schedule