Edgar Filing: HAGGERTY CHARLES A

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HAGGERTY CHARLES A

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

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

5500 WAYZATA BLVD., SUITE 800

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2004

(Street)

GOLDEN VALLEY, MN 55416-1259

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/28/2004		M		2,550	A	$ 20.2188	20,550	D
Common Stock	10/28/2004		M		2,550	A	$ 19.8125	23,100	D
Common Stock	10/28/2004		M		2,600	A	$ 18.0938	25,700	D
Common Stock	10/28/2004		M		3,900	A	$ 11.375	29,600	D
Common Stock	10/28/2004		M		1,533	A	$ 18.1485	31,133	D
Common Stock	10/28/2004		M		11,798	A	$ 19.5391	42,931	D
Common Stock	10/28/2004		M		3,333	A	$ 17.725	46,264	D
Common Stock	10/28/2004		F		13,738	D	$ 37.18	32,526	D
Common Stock	10/28/2004		G	V	14,526	D	$ 0	18,000	D
Common Stock	10/28/2004		G	V	14,526	A	$ 0	34,926	I	By Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Nonqualified Stock Option (right to buy)

$ 11.375

10/28/2004

3,900

01/02/2002

01/02/2011

Common Stock

3,900

$ 0

0 ⁽¹⁾

Nonqualified Stock Option (right to buy)

$ 17.725

10/28/2004

3,333

02/25/2004

02/25/2013

Common Stock

3,333

$ 0

6,667 ⁽¹⁾

Nonqualified Stock Option (right to buy)

$ 18.0938

10/28/2004

2,600

01/03/2001

01/03/2010

Common Stock

2,600

$ 0

0 ⁽¹⁾

Nonqualified Stock Option (right to buy)

$ 18.1485

10/28/2004

1,533

01/02/2003

01/02/2012

Common Stock

1,533

$ 0

767 ⁽¹⁾

Nonqualified Stock Option (right to buy)

$ 19.5391

10/28/2004

11,798

02/27/2003

02/27/2012

Common Stock

11,798

$ 0

5,902 ⁽¹⁾

Nonqualified Stock Option (right to buy)

$ 19.8125

10/28/2004

2,550

01/14/2000

01/14/2009

Common Stock

2,550

$ 0

0 ⁽¹⁾

Nonqualified Stock Option (right to buy)

$ 20.2188

10/28/2004

2,550

02/25/1999

02/25/2008

Common Stock

2,550

$ 0

0 ⁽¹⁾

Nonqualified Stock Option (right to buy)

$ 37.18

10/28/2004

A⁽²⁾

1,265

10/28/2004⁽³⁾

01/03/2010⁽³⁾

Common Stock

1,265

$ 0

1,265

Nonqualified Stock Option (right to buy)

$ 37.18

10/28/2004

A⁽²⁾

1,193

10/28/2004⁽³⁾

01/02/2011⁽³⁾

Common Stock

1,193

$ 0

1,193

Nonqualified Stock Option (right to buy)

$ 37.18

10/28/2004

A⁽²⁾

748

10/28/2004⁽³⁾

01/02/2012⁽³⁾

Common Stock

748

$ 0

748

Nonqualified Stock Option (right to buy)

$ 37.18

10/28/2004

A⁽²⁾

6,200

10/28/2004⁽³⁾

02/27/2012⁽³⁾

Common Stock

6,200

$ 0

6,200

Nonqualified Stock Option (right to buy)

$ 37.18

10/28/2004

A⁽²⁾

1,588

10/28/2004⁽³⁾

02/25/2013⁽³⁾

Common Stock

1,588

$ 0

1,588

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HAGGERTY CHARLES A 5500 WAYZATA BLVD. SUITE 800 GOLDEN VALLEY, MN 55416-1259	X

Signatures

David D. Harrison, Attorney-In-Fact		11/01/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	On May 17, 2004, Pentair declared a 2-for-1 stock split in the form of a 100 percent stock dividend payable on June 8, 2004, to shareholders of record as of June 1, 2004. This previously reported stock option and exercise price have been adjusted to reflect the stock split.
(2)	Non-qualified reload stock option granted under the Pentair, Inc. Outside Directors Non-Qualified Stock Option Plan.
(3)	Reload stock option becomes exercisable upon grant and expires on the same date as the original option grant.

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