UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
PENTAIR, INC.
(NAME OF ISSUER)
COMMON STOCK ($.16 2/3 PAR VALUE PER SHARE)
(TITLE CLASS OF SECURITIES)
709631105
(CUSIP NUMBER)
CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THIS
STATEMENT.____(A FEE IS NOT REQUIRED ONLY IF THE FILING PERSON: (1)
HAS A PREVIOUS STATEMENT ON FILE REPORTING BENEFICIAL OWNERSHIP OF
MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES DESCRIBED IN ITEM
1; AND (2) HAS FILED NO AMENDMENT SUBSEQUENT THERETO REPORTING
BENEFICIAL OWNERSHIP OF FIVE PERCENT OR LESS OF SUCH CLASS.) (SEE
RULE 13D-7).
*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A
REPORTING PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THE
SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT
CONTAINING INFORMATION WHICH WOULD ALTER THE DISCLOSURES PROVIDED
IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL
NOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE
SECURITIES EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE
LIABILITIES OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL
OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES).
CUSIP NO. 709631105 13G PAGE 2A OF 5 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON
STATE STREET BANK AND TRUST COMPANY, TRUSTEE 04-1867445
PENTAIR, INC. RETIREMENT SAVINGS AND STOCK INCENTIVE PLAN
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*
NOT APPLICABLE A __
B __
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
BOSTON, MASSACHUSETTS
5. SOLE VOTING POWER
0 SHARES
6. SHARED VOTING POWER
1,838,920.768 SHARES (REPRESENTS 1,838,920.768 CONVERTIBLE PREFERRED
SHARES CONVERTED INTO COMMON - RATIO 1 PFD =
1 COMMON)
<F1>
<F2>
7. SOLE DISPOSITIVE POWER
0 SHARES
8. SHARED DISPOSITIVE POWER
2,121,746.782 SHARES (REPRESENTS 1,838,920.768 CONVERTIBLE
PREFERRED SHARES CONVERTED INTO COMMON -
RATIO 1 PFD = 1.1538 COMMON)
<F1>
<F2>
9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,121,746.782 SHARES (REPRESENTS 1,838,920.768 CONVERTIBLE
PREFERRED SHARES CONVERTED INTO COMMON -
RATIO 1 PFD = 1.1538 COMMON)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.1%
12. TYPE OF REPORTING PERSON*
BK
CUSIP NO. 709631105 13G PAGE 2B OF 5 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON
STATE STREET BANK AND TRUST COMPANY, TRUSTEE 04-1867445
VARIOUS COLLECTIVE INVESTMENT FUNDS FOR EMPLOYEE BENEFIT PLANS
AND OTHER INDEX ACCOUNTS PENTAIR, INC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*
NOT APPLICABLE A __
B __
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
BOSTON, MASSACHUSETTS
5. SOLE VOTING POWER
253,250 SHARES
6. SHARED VOTING POWER
0 SHARES
7. SOLE DISPOSITIVE POWER
360,850 SHARES
8. SHARED DISPOSITIVE POWER
0 SHARES
9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,850 SHARES
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%
12. TYPE OF REPORTING PERSON*
BK
CUSIP NO. 709631105 13G PAGE 2C OF 5 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON
STATE STREET BANK AND TRUST COMPANY, TRUSTEE 04-1867445
VARIOUS PERSONAL TRUST ACCOUNTS PENTAIR, INC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*
NOT APPLICABLE A __
B __
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
BOSTON, MASSACHUSETTS
5. SOLE VOTING POWER
13,600 SHARES
6. SHARED VOTING POWER
0 SHARES
7. SOLE DISPOSITIVE POWER
12,100 SHARES
8. SHARED DISPOSITIVE POWER
1,500 SHARES
9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,600 SHARES
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.1%
12. TYPE OF REPORTING PERSON*
BK
SCHEDULE 13G PAGE 3 OF 5 PAGES
ITEM 1.
(A) NAME OF ISSUER
PENTAIR, INC.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
1500 COUNTY ROAD
B2 WEST
ST PAUL, MN 55113
ITEM 2.
(A) NAME OF PERSON FILING
STATE STREET BANK AND TRUST COMPANY, TRUSTEE
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
225 FRANKLIN STREET, BOSTON, MA 02110
(C) CITIZENSHIP
BOSTON, MASSACHUSETTS
(D) TITLE OF CLASS OF SECURITIES
COMMON STOCK
(E) CUSIP NUMBER
709631105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(B) _X_ BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT
PAGE 4 OF 5 PAGES
ITEM 4. OWNERSHIP
(A) AMOUNT BENEFICIALLY OWNED
2,496,196.782 SHARES
(B) PERCENT OF CLASS
11.9%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
266,850 SHARES
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
1,838,920.768 SHARES
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
372,950 SHARES
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
2,123,246.782 SHARES
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
NOT APPLICABLE
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
NOT APPLICABLE
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
NOT APPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
NOT APPLICABLE
ITEM 10. CERTIFICATION
THE FOLLOWING CERTIFICATION SHALL BE INCLUDED IF THE
STATEMENT IS FILED PURSUANT TO RULE 13D-1(B):
BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY
KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE
ACQUIRED IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED
FOR THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR
INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE
NOT ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN ANY
TRANSACTION HAVING SUCH PURPOSES OR EFFECT.
THIS REPORT IS NOT AN ADMISSION THAT STATE STREET BANK AND
TRUST COMPANY IS THE BENEFICIAL OWNER OF ANY SECURITIES COVERED BY
THIS REPORT, AND STATE STREET BANK AND TRUST COMPANY EXPRESSLY
DISCLAIMS BENEFICIAL OWNERSHIP OF ALL SHARES REPORTED HEREIN
PURSUANT TO RULE 13D-4.
SIGNATURE
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND
BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT
IS TRUE, COMPLETE AND CORRECT.
DATE - 29 MARCH 1994
STATE STREET BOSTON CORPORATION
STATE STREET BANK AND TRUST COMPANY,
TRUSTEE
/s/JANET DENNEEN
ASSISTANT SECRETARY
<F1>
REPRESENTS NUMBER OF SHARES OF PENTAIR, INC. COMMON STOCK, $.16 2/3 PAR
VALUE PER SHARE, (THE "COMMON STOCK") ACQUIRABLE UPON CONVERSION OF THE
1,838,920.768 SHARES OF PENTAIR, INC. 8% CALLABLE CUMULATIVE VOTING
CONVERTIBLE PREFERRED STOCK, SERIES 1990 (THE "PREFERRED STOCK")
CURRENTLY HELD BY THE PENTAIR, INC. RETIREMENT SAVINGS AND STOCK
INCENTIVE PLAN (THE "PLAN"). AT THE INITIAL RATE, EACH SHARE OF
PREFERRED STOCK WAS CONVERTIBLE AT THE OPTION OF THE HOLDER AT ANY TIME
INTO APPROXIMATELY .7692 SHARES OF COMMON STOCK. AT THE CURRENT RATE,
EACH SHARE OF PREFERRED STOCK IS CONVERTIBLE INTO 1.1538 SHARES OF
COMMON STOCK. COMMON STOCK AND PREFERRED STOCK EACH HAVE ONE VOTE PER
SHARE AND VOTE TOGETHER AS A SINGLE CLASS ON MOST MATTERS. IN CERTAIN
CIRCUMSTANCES, THE COMMON STOCK AND THE PREFERRED STOCK VOTE AS SEPARATE
CLASSES.
<F2>
THE PLAN AND THE TRUST AGREEMENT OF THE PLAN PROVIDE STATE STREET BANK
AND TRUST COMPANY (THE "TRUSTEE") WITH NO DISCRETION TO VOTE OR DISPOSE
OF SHARES HELD BY THE PLAN. RATHER, THE PLAN PARTICIPANTS CONTROL THE
VOTING OF SUCH SHARES AND WHETHER SUCH SHARES WILL BE TENDERED IN
RESPONSE TO A TENDER OR EXCHANGE OFFER. ALL ALLOCATED SHARES MUST BE
VOTED AND/OR TENDERED IN ACCORDANCE WITH TIMELY INSTRUCTIONS RECEIVED
FROM PLAN PARTICIPANTS. ALL UNALLOCATED SHARES AND ALLOCATED SHARES FOR
WHICH NO TIMELY INSTRUCTIONS HAVE BEEN RECEIVED MUST BE VOTED AND/OR
TENDERED IN THE SAME PROPORTION AS ALLOCATED SHARES FOR WHICH TIMELY
INSTRUCTIONS WERE RECEIVED. IT IS THE POSITION OF THE TRUSTEE THAT THE
TRUSTEE HAS NO BENEFICIAL OWNERSHIP OVER THE SHARES OF PREFERRED STOCK
AND/OR THE UNDERLYING COMMON STOCK HELD BY THE PLAN FOR PURPOSES OF
SECTION 13(D), AND THE TRUSTEE EXPRESSLY DISCLAIMS BENEFICIAL OWNERSHIP
OF ALL SUCH SHARES PURSUANT OF RULE 13D-4. THIS SCHEDULE 13G IS BEING
FILED SOLELY BECAUSE OF THE RESPONSE OF THE DIVISION OF CORPORATION
FINANCE (THE "DIVISION") IN RIO GRANDE INDUSTRIES, INC.. 1090 SEC NO-ACT
LEXIS 490 (APRIL 5, 1989), IN WHICH THE DIVISION TOOK THE POSITION THAT
A TRUSTEE OF A PLAN, WHICH INCLUDED PASS-THROUGH VOTING AND TENDERING
PROVISIONS FOR BOTH ALLOCATED AND UNALLOCATED SHARES, WAS THE BENEFICIAL
OWNER OF AL UNALLOCATED SHARES AND SHARES FOR WHICH INSTRUCTIONS WERE
NOT RECEIVED FOR PURPOSES OF SECTION 13(D).
