Mail Stop 6010


      November 29, 2005


Mr.  David D. Harrison
Chief Financial Officer
Pentair, Inc.
5500 Wayzata Boulevard, Suite 800
Golden Valley, Minnesota  55416

	Re:	Pentair, Inc.
      Form 10-K for the Year Ended December 31, 2004
Forms 10-Q for the Quarter Ended March 31, 2005, June 30, 2005,
and
     September 30, 2005
      File No. 000-04689

Dear Mr. Harrison:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those items we have
addressed in our comments.  Where indicated, we think you should
revise your documents in future filings in response to this
comment.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
 Form 10-K for the Year Ended December 31, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 14

- -Results of Operations, page 17

- -Selling, General, and Administrative, page 19

1. You state that your selling, general and administrative
expenses
increased as a percent of sales in 2004 from 2003 partially as a
result of higher rebates.  Your revenue recognition policy on page
39
states that you record estimated pricing and sales incentives,
including volume-based rebates, as a reduction in revenue at the
time
of the sale.  Please clarify for us your disclosure on page 19
that
higher rebates caused part of the increase in SG&A expense as a
percent of sales.  Please confirm to us that your practice with
respect to these rebates is consistent with your revenue
recognition
policy disclosures.  If not, please tell us why you believe your
accounting complies with paragraphs 9(a) and 9(b) of EITF 01-09.

      As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comment
and provides any requested information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Tara Harkins, Staff Accountant, at (202)
551-
3639, Michele Gohlke, Branch Chief at (202) 551-3327 or me at
(202)
551-3643 if you have questions regarding these comments.


      							Sincerely,



								Kevin Vaughn
								Reviewing Accountant


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Mr. David D. Harrison
Pentair, Inc.
November 29, 2005
Page 3