AMETEK INC/ — Director's Dealing 2010

Nov 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMETEK INC/ (AME)
CIK: 0001037868
Period of Report: 2010-11-08

Reporting Person: HERMANCE FRANK S (Director, CHAIRMAN OF THE BOARD & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-08	Common Stock	M	13485	$17.45	Acquired	946175	Direct
2010-11-08	Common Stock	S	13485	$56.3558	Disposed	932690	Direct
2010-11-09	Common Stock	M	28100	$17.45	Acquired	960790	Direct
2010-11-09	Common Stock	S	28100	$56.3722	Disposed	932690	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-08	Stock Option	$17.45	M	13485	Disposed	2011-05-17	Common Stock (13485)	Direct
2010-11-09	Stock Option	$17.45	M	28100	Disposed	2011-05-17	Common Stock (28100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	120000	Indirect
Common Stock	52218	Indirect
Common Stock/serp	139496	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$20.27	2011-09-21	Common Stock (84127)	84127	Direct
Stock Option	$25.2867	2012-04-26	Common Stock (130575)	130575	Direct
Stock Option	$33.2667	2013-04-25	Common Stock (126615)	126615	Direct
Stock Option	$36.44	2014-04-23	Common Stock (127550)	127550	Direct
Stock Option	$48.60	2015-04-22	Common Stock (129490)	129490	Direct
Stock Option	$32.71	2016-04-22	Common Stock (200650)	200650	Direct
Stock Option	$44.07	2017-04-28	Common Stock (149240)	149240	Direct

Footnotes

F1: The stock options will become exercisable in four equal installments beginning on May 18, 2005.

F2: The shares were sold at prices ranging from $56.25 to $56.50 per share. Upon request by the SEC staff, the issuer or any security holder of the issuer, the reporting person will provide information regarding the number of shares sold at each separate price.

F3: The shares were sold at prices ranging from $56.30 to $56.54 per share. Upon request by the SEC staff, the issuer or any security holder of the issuer, the reporting person will provide information regarding the number of shares sold at each separate price.

F4: The stock options will become exercisable in four equal installments beginning on September 22, 2005.

F5: The stock options will become exercisable in four equal installments beginning on April 27, 2006.

F6: The stock options will become exercisable in four equal installments beginning on April 26, 2007.

F7: The stock options will become exercisable in four equal installments beginning on April 24, 2008.

F8: The stock options will become exercisable in four equal installments beginning on April 23, 2009.

F9: The stock options will become exercisable in four equal annual installments beginning on April 23, 2010.

F10: The stock options will become exercisable in four equal annual installments beginning on April 29, 2011.

F11: On October 24, 2008, the reporting person contributed 90,000 shares of AMETEK Common Stock to a grantor retained annuity trust. On November 5, 2009 and then again on October 28, 2010, 20,907 and 16,875 shares, respectively, were distributed and became directly-owned by the reporting person, pursuant to the terms of that trust which provide for annual annuity distributions from that trust to its grantor.