PENTAIR plc — Director's Dealing 2004

Feb 19, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-02-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-18	Common Stock	F	6131	$52.6	Disposed	122716.683	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8000	Indirect
Common Stock	81036	Indirect
Common Stock - ESOP	385.705	Indirect

Footnotes

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

F2: 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).