Form 4 HERMANCE FRANK S For: Sep 24 (10K)

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, 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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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^*

HERMANCE FRANK S

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHAIRMAN OF THE BOARD & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2009

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	09/24/2009		M		15,000	A	$ 12.0417	869,862	D
Common Stock	09/24/2009		S		15,000	D	$ 35.5147 ⁽²⁾	854,862	D
Common Stock								120,000	I	By Wife
Common Stock								90,000	I	By GRAT
Common Stock/serp								135,646	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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 12.0417

09/24/2009

15,000

⁽¹⁾

05/19/2010

Common Stock

15,000

$ 0

225,000

Stock Option

$ 17.45

⁽³⁾

05/17/2011

Common Stock

178,995

Stock Option

$ 20.27

⁽⁴⁾

09/21/2011

Common Stock

84,127

Stock Option

$ 25.2867

⁽⁵⁾

04/26/2012

Common Stock

130,575

Stock Option

$ 33.2667

⁽⁶⁾

04/25/2013

Common Stock

126,615

Stock Option

$ 36.44

⁽⁷⁾

04/23/2014

Common Stock

127,550

Stock Option

$ 48.6

⁽⁸⁾

04/22/2015

Common Stock

129,490

Stock Option

$ 32.71

⁽⁹⁾

04/22/2016

Common Stock

200,650

Explanation of Responses:

1. The stock options will become exercisable in four equal installments beginning on May 20, 2004.

2. The shares were sold at prices ranging from $35.00 to $35.70 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.

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/ Frank S. Hermance	09/25/2009
	** 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.

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