PENTAIR plc — Director's Dealing 2004

Sep 9, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-09-07

Reporting Person: HOGAN RANDALL J (Director, Chairman, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-07	Common Stock	S	7800	$34.8	Disposed	154272	Indirect
2004-09-07	Common Stock	S	400	$34.83	Disposed	153872	Indirect
2004-09-07	Common Stock	S	1800	$34.85	Disposed	152072	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	291616	Direct
Common Stock	16000	Indirect
Common Stock - ESOP	770.3461	Indirect

Footnotes

F1: The reported sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 5, 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).