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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1. Name and Address of Reporting Person * Hardin John Wesley   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) PRES. - ELECTRONIC INSTRUMENTS (Last) (First) (Middle) 1100 CASSATT ROAD, P.O. BOX 1764 3. Date of Earliest Transaction (Month/Day/Year) 02/02/2012 (Street) BERWYN, PA 19312-1177 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 02/02/2012   M   4,804 A $ 16.8578 46,112 D   Common Stock 02/02/2012   S   4,804 D $ 48.17 41,308 D   401k Plan 02/02/2012   J(2)   1 A $ 0 324 I 401k Plan Common Stock/serp               8,044 D

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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

Stock Option

$ 16.8578

02/02/2012

M

4,804

(1)

04/26/2012

Common Stock

4,804

$ 0

0

D

Stock Option

$ 22.1778

(3)

04/25/2013

Common Stock

9,148

9,148

D

Stock Option

$ 24.2933

(4)

04/23/2014

Common Stock

11,122

11,122

D

Stock Option

$ 32.4

(5)

04/22/2015

Common Stock

14,568

14,568

D

Stock Option

$ 21.8067

(6)

04/22/2016

Common Stock

44,640

44,640

D

Stock Option

$ 29.38

(7)

04/28/2017

Common Stock

31,755

31,755

D

Stock Option

$ 44.74

(8)

05/02/2018

Common Stock

17,310

17,310

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hardin John Wesley 1100 CASSATT ROAD P.O. BOX 1764 BERWYN, PA 19312-1177			PRES. - ELECTRONIC INSTRUMENTS

Signatures

/s/ John W. Hardin		02/02/2012
**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).
(1)	The stock options will become exercisable in four equal installments beginning on April 27, 2006.
(2)	Represents dividend reinvestment under the Company's 401(k) Plan.
(3)	The stock options will become exercisable in four equal installments beginning on April 26, 2007.
(4)	The stock options will become exercisable in four equal installments beginning on April 24, 2008.
(5)	The stock options will become exercisable in four equal installments beginning on April 23, 2009.
(6)	The stock options will become exercisable in four equal annual installments beginning on April 23, 2010.
(7)	The stock options will become exercisable in four equal annual installments beginning on April 29, 2011.
(8)	The stock options will become exercisable in four equal installments beginning on May 3, 2012.

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