PENTAIR plc — Director's Dealing 2004

Oct 29, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-10-28

Reporting Person: AINSWORTH LOUIS L (Sr. Vice President, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-28	Common Stock	S	3000	$36.52	Disposed	94689.333	Direct
2004-10-28	Common Stock	S	2000	$36.6	Disposed	92689.333	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3160.801	Indirect

Footnotes

F1: The reported sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 22, 2004.

F2: 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. In addition, end-of-period holdings include shares acquired under a dividend reinvestment plan in exempt transaction not required to be reported pursuant to Section 16(a).