FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * MEOZZI AUGUSTO   2. Issuer Name and Ticker or Trading Symbol PENTAIR INC [PNR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 5500 WAYZATA BLVD., SUITE 800 3. Date of Earliest Transaction (Month/Day/Year) 05/02/2005 (Street) GOLDEN VALLEY, MN 55416-1261 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/02/2005   M   1,300 A $ 11.375 4,171 D   Common Stock 05/02/2005   M   2,300 A $ 18.1485 6,471 D   Common Stock 05/02/2005   M   3,043 A $ 19.5391 9,514 D   Common Stock 05/02/2005   F   4,001 D $ 40.38 5,513 D   Common Stock               400 I By Spouse

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Nonqualified Stock Option (right to buy)

$ 11.375

05/02/2005

M

1,300

01/02/2002

01/02/2011

Common Stock

1,300

$ 0

0 (1)

D

Nonqualified Stock Option (right to buy)

$ 18.1485

05/02/2005

M

2,300

01/02/2003

01/02/2012

Common Stock

2,300

$ 0

0 (1)

D

Nonqualified Stock Option (right to buy)

$ 19.5391

05/02/2005

M

3,043

02/27/2003

02/27/2012

Common Stock

3,043

$ 0

14,657 (1)

D

Nonqualified Stock Option (right to buy)

$ 40.38

05/02/2005

A(2)

366

05/02/2005(3)

01/02/2011(3)

Common Stock

366

$ 0

366

D

Nonqualified Stock Option (right to buy)

$ 40.38

05/02/2005

A(2)

1,033

05/02/2005(3)

01/02/2012(3)

Common Stock

1,033

$ 0

1,033

D

Nonqualified Stock Option (right to buy)

$ 40.38

05/02/2005

A(2)

1,472

05/02/2005(3)

02/27/2012(3)

Common Stock

1,472

$ 0

1,472

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MEOZZI AUGUSTO 5500 WAYZATA BLVD. SUITE 800 GOLDEN VALLEY, MN 55416-1261	X

Signatures

Louis L. Ainsworth, Attorney-In-Fact		05/03/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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. This previously reported derivative security has been adjusted to reflect the stock split.
(2)	Non-qualified reload stock option granted under the Pentair, Inc. Outside Directors Non-Qualified Stock Option Plan.
(3)	Reload stock option becomes exercisable upon grant and expires on the same date as the original option grant.

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