PENTAIR plc — Director's Dealing 2004

Apr 13, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-04-12

Reporting Person: SCHROCK MICHAEL V (President, COO Enclosures)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-13	Common Stock	F	1030	$54.334	Disposed	55682.73	Direct
2004-04-12	Common Stock - ESPP	A	15.885	$59.0188	Acquired	1585.752	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - ESOP	385.7047	Indirect

Footnotes

F1: Shares surrendered to pay taxes applicable to vesting of restricted stock.

F2: Purchase of shares under the Pentair, Inc. Employee Stock Purchase Plan in exempt transaction pursuant to Rule 16b-3(c).

F3: Shares acquired under this Plan are purchased over a three-day trading period. The price shown is the average purchase price over the trading period.