SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Meyer Michael G

(Last)

(First)

(Middle)

5500 WAYZATA BOULEVARD, SUITE 800

(Street)

GOLDEN VALLEY

55416

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2004

3. Issuer Name and Ticker or Trading Symbol
PENTAIR INC [ PNR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Treasury/Tax

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,222	D
Common Stock	891.246	I	By Children
Common Stock - ESPP	7,732.584	D
Common Stock - ESOP	4,283.3233	I	By ESOP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Bonus Award (cash-only right)	01/02/2005⁽¹⁾	01/02/2005	Cash-only Right	16,500	$0	D
Employee Stock Option (right to buy)	01/02/2002⁽²⁾	01/02/2011	Common Stock	300	$22.75	D
Employee Stock Option (right to buy)	01/02/2004⁽²⁾	01/02/2013	Common Stock	5,760	$34.94	D
Employee Stock Option (right to buy)	01/22/1999⁽²⁾	01/22/2008	Common Stock	200	$35	D
Employee Stock Option (right to buy)	01/03/2001⁽²⁾	01/03/2010	Common Stock	300	$36.1875	D
Employee Stock Option (right to buy)	01/02/2003⁽²⁾	01/02/2012	Common Stock	957	$36.2969	D
Employee Stock Option (right to buy)	01/14/2000⁽²⁾	01/14/2009	Common Stock	250	$39.625	D
Employee Stock Option (right to buy)	01/02/2005⁽²⁾	01/02/2014	Common Stock	7,470	$45.76	D

Explanation of Responses:

1. Incentive Bonus Award vests three years from the date of grant. Payment upon vesting is based on a fixed value as determined by the Compensation Committee.

2. One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.

	Louis L. Ainsworth, Attorney-In-Fact	05/07/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.