PENTAIR INC
15-12G, 1995-08-22
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT
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     SECURITIES AND EXCHANGE COMMISSION
     Washington, DC  20549
     
     FORM 15
     
     CERTIFICATION AND NOTICE OF TERMINATION OF
     REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES
     EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
     REPORTS UNDER SECTIONS 13 AND 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934.
     
     Commission File Number     0-4689
     
     
     PENTAIR, INC.
     (Exact Name of Registrant as specified in Its Charter)
     
     MINNESOTA                                      41-0907434               
     (State of Incorporation                        (I.R.S. Employer
          or Organization)                            Identification No.)
     
     1500 County Road B2 West, St. Paul, Minnesota  55113-3105 
     
     (Address of Principal Executive Offices)               (Zip Code)
     
     
      Rights
      (Title of each class of securites covered by this Form)
     
     Common Stock, par value $.16-2/3 per share
     (Titles of all other classes of securities for which a duty to file
     reports under section 13(a) or 15(d) remains)
     
     Please place an X in the box(es) to designate, the approporate
     rule provision(s) relied upon to terminate or suspend the duty
     to file reports:
     
     Rule 12g-4(a)(1)(i)           X
     Rule 12g-4(a)(1)(ii)           
     Rule 12g-4(a)(2)(i)           
     Rule 12g-4(a)(2)(ii)           
     Rule 12h-3(b)(1)(i)           X         
     Rule 12h-3(b)(1)(ii)           
     Rule 12h-3(b)(2)(i)           
     Rule 12h-3(b)(2)(ii)           
     Rule 15d-6           
     
     
     Approximate nunmber of holders of record as of the
     certification or notce date:      0
     
     SIGNATURES
     
     Pursuant to the requirements of Section 12 of the Securities
     Exchange Act of 1934, Pentair, Inc.has duly caused this
     certification/notice to be signed on its behalf by the
     undersigned, thereto duly authorized person.
     
     PENTAIR, INC.
     
     By: David D. Harrison                                            
     Senior Vice President, Chief Financial Officer
     
     Dated:  August 22, 1995
     
     


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