SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

EGINTON WILLIAM D

(Last)

(First)

(Middle)

37 NORTH VALLEY ROAD

BUILDING 4

(Street)

PAOLI

19301-0801

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMETEK INC/ [ AME ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SENIOR VP-CORP. DEVELOPMENT

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2010

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/29/2010		A⁽²⁾		4,282	A	$44.07	44,447	D
401k Plan								2,133	I	401(k) Plan
Common Stock/deferred Compensation								3,532	D
Common Stock/serp								5,731	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$44.07	04/29/2010		A		11,638		⁽¹⁾	04/28/2017	Common Stock	11,638	$0	11,638	D
Stock Option	$17.45							⁽³⁾	05/17/2011	Common Stock	15,750		15,750	D
Stock Option	$20.27							⁽⁴⁾	09/21/2011	Common Stock	19,980		19,980	D
Stock Option	$25.2867							⁽⁵⁾	04/26/2012	Common Stock	9,600		9,600	D
Stock Option	$33.2667							⁽⁶⁾	04/25/2013	Common Stock	9,061		9,061	D
Stock Option	$36.44							⁽⁷⁾	04/23/2014	Common Stock	8,458		8,458	D
Stock Option	$48.6							⁽⁸⁾	04/22/2015	Common Stock	9,463		9,463	D
Stock Option	$32.71							⁽⁹⁾	04/22/2016	Common Stock	16,520		16,520	D

Explanation of Responses:

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

2. Constitutes restricted stock issued under the 2007 Omnibus Incentive Compensation Plan.

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

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

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

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

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

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

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

	/s/ William D. Eginton	04/30/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.