Ownership Submission
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)
12/12/2006
(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 12/13/2006   M   10,000 A $ 17.725 19,891 D  
Common Stock 12/13/2006   M   2,891 A $ 19.5391 22,782 D  
Common Stock 12/13/2006   F   8,947 D $ 32.2 13,835 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) $ 17.725 12/13/2006   M     10,000 02/25/2004 02/25/2013 Common Stock 10,000 $ 0 0 (1) D  
Nonqualified Stock Option (right to buy) $ 19.5391 12/13/2006   M     2,891 02/27/2003 02/27/2012 Common Stock 2,891 $ 0 0 D  
Nonqualified Stock Option (right to buy) $ 32.2 12/13/2006   A(2)   5,504   12/13/2006(3) 02/25/2013(3) Common Stock 5,504 $ 0 5,504 D  
Nonqualified Stock Option (right to buy) $ 32.2 12/13/2006   A(2)   1,754   12/13/2006(3) 02/27/2012(3) Common Stock 1,754 $ 0 1,754 D  
Phantom Stock Units - Deferred Compensation $ 1 (4) 12/12/2006   A(5)   155.562     (6)   (6) Common Stock 155.562 $ 32.6503 (7) 19,796.894 I By Plan Agent

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   12/14/2006
**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).
(4) Phantom stock units convert into common stock on a one-for-one basis.
(5) Represents phantom stock units credited under a deferred compensation plan for non-employee directors over which the reporting person has no current dispositive or voting power.
(3) Reload stock option becomes exercisable upon grant and expires on the same date as the original option grant.
(2) Non-qualified reload stock option granted under the Pentair, Inc. Outside Directors Non-Qualified Stock Option Plan.
(7) 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.
(6) Settlement of phantom stock units will be in Pentair common stock in accordance with reporting person's irrevocable election.
(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 stock option and exercise price have been adjusted to reflect the stock split.

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