AMETEK INC/ — Director's Dealing 2011

Feb 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMETEK INC/ (AME)
CIK: 0001037868
Period of Report: 2011-02-10

Reporting Person: VARET ELIZEBETH R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-10	Common Stock	S	4000	$43.0621	Disposed	109257	Direct
2011-02-10	Common Stock	S	2000	$44.0633	Disposed	107257	Direct
2011-02-10	Common Stock	S	500	$44.70	Disposed	1300	Indirect
2011-02-10	Common Stock	S	4000	$43.0771	Disposed	265958	Indirect
2011-02-10	Common Stock	S	3000	$44.3541	Disposed	262958	Indirect
2011-02-10	Common Stock	S	3000	$44.4803	Disposed	259958	Indirect
2011-02-10	Common Stock	S	2000	$43.05	Disposed	257958	Indirect
2011-02-10	Common Stock	S	2000	$44.2501	Disposed	255958	Indirect
2011-02-10	Common Stock	S	4000	$43.0503	Disposed	251958	Indirect
2011-02-10	Common Stock	S	2000	$44.3666	Disposed	249958	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45000	Indirect
Common Stock	2700	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$16.8578	2012-04-26	Common Stock (5850)	5850	Direct
Stock Option	$22.1778	2013-04-25	Common Stock (5467)	5467	Direct
Stock Option	$24.2933	2014-04-23	Common Stock (6360)	6360	Direct
Stock Option	$32.40	2015-04-22	Common Stock (5445)	5445	Direct
Stock Option	$21.8067	2016-04-22	Common Stock (5880)	5880	Direct
Stock Option	$29.38	2017-04-28	Common Stock (5055)	5055	Direct

Footnotes

F1: The shares were sold at prices ranging from $42.60 to $43.5150 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.

F2: The shares were sold at prices ranging from $44.06 to $44.07 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 reporting person is a managing member of the limited liability company which holds the securities for the benefit of the reporting person's adult child. The reporting person disclaims any beneficial ownership of these securities.

F4: Held by trust of which the reporting person is a co-trustee or co-beneficiary.

F5: The shares were sold at prices ranging from $42.60 to $43.55 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.

F6: The shares were sold at prices ranging from $44.34 to $44.39 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.

F7: The shares were sold at prices ranging from $43.90 to $44.70 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.

F8: The shares were sold at prices ranging from $42.60 to $43.50 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.

F9: The shares were sold at prices ranging from $44.25 to $44.2525 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.

F10: The shares were sold at prices ranging from $42.60 to $43.5075 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.

F11: The shares were sold at prices ranging from $44.35 to $44.3950 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.

F12: These shares are held in a trust for the benefit of the reporting person's spouse. The reporting person disclaims beneficial ownership of these securities.

F13: The reporting person has a power of attorney over the securities. The reporting person disclaims beneficial ownership of these securities.

F14: The stock options will become exercisable in four equal annual installments beginning on April 27, 2006.

F15: The stock options will become exercisable in four equal annual installments beginning on April 26, 2007.

F16: The stock options will become exercisable in four equal annual installments beginning on April 24, 2008.

F17: The stock options will become exercisable in four equal annual installments beginning on April 23, 2009.

F18: The stock options will become exercisable in four equal annual installments beginning on April 23, 2010.

F19: The stock options will become exercisable in four equal annual installments beginning on April 29, 2011.