Edgar Filing: VARET ELIZEBETH R

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

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

VARET ELIZEBETH R

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

AMERICAN SECURITIES GROUP LLC,Â 220 EAST 42ND STREET, SUITE 3105

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010

(Street)

NEW YORK,Â NYÂ 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	12/13/2010	Â	J4⁽²⁾	46,342 ⁽¹³⁾	D	$ 0	269,958 ⁽¹⁴⁾	I	By Trust ⁽¹⁾
Common Stock	Â	Â	Â	Â	Â	Â	113,257 ⁽¹⁴⁾	D	Â
Common Stock	Â	Â	Â	Â	Â	Â	1,800 ⁽¹⁴⁾	I	By Adult Child ⁽³⁾
Common Stock	Â	Â	Â	Â	Â	Â	45,000 ⁽¹⁴⁾	I	By Trust ⁽⁴⁾
Common Stock	Â	Â	Â	Â	Â	Â	2,700 ⁽¹⁴⁾	I	By Adult Child ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 14.0627

Â ⁽⁶⁾

07/21/2011

Common Stock

7,875

7,875 ⁽¹⁴⁾

Stock Option

$ 16.8578

Â ⁽⁷⁾

04/26/2012

Common Stock

5,850

5,850 ⁽¹⁴⁾

Stock Option

$ 22.1778

Â ⁽⁸⁾

04/25/2013

Common Stock

5,467

5,467 ⁽¹⁴⁾

Stock Option

$ 24.2933

Â ⁽⁹⁾

04/23/2014

Common Stock

6,360

6,360 ⁽¹⁴⁾

Stock Option

$ 32.4

Â ⁽¹⁰⁾

04/22/2015

Common Stock

5,445

5,445 ⁽¹⁴⁾

Stock Option

$ 21.8067

Â ⁽¹¹⁾

04/22/2016

Common Stock

5,880

5,880 ⁽¹⁴⁾

Stock Option

$ 29.38

Â ⁽¹²⁾

04/28/2017

Common Stock

5,055

5,055 ⁽¹⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VARET ELIZEBETH R AMERICAN SECURITIES GROUP LLC 220 EAST 42ND STREET, SUITE 3105 NEW YORK,Â NYÂ 10017	Â X	Â	Â	Â

Signatures

/s/Kathryn E. Sena, attorney-in-fact for Ms. Varet		02/01/2011
^**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)	Held by trust of which the reporting person is a co-trustee or co-beneficiary.
(2)	On December 13, 2010, the reporting person resigned as trustee of a trust holding 46,342 shares, identified by the name of Benjamin R. Sigelman under Trust Indenture and Agreement dated September 28, 1951. As a result, the reporting person is no longer required to report transactions or holdings of shares owned by such trust.
(3)	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.
(4)	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.
(5)	The reporting person has a power of attorney over the securities. The reporting person disclaims beneficial ownership of these securities.
(6)	The stock options will become exercisable in four equal annual installments beginning on July 22, 2005.
(7)	The stock options will become exercisable in four equal annual installments beginning on April 27, 2006.
(8)	The stock options will become exercisable in four equal annual installments beginning on April 26, 2007.
(9)	The stock options will become exercisable in four equal annual installments beginning on April 24, 2008.
(10)	The stock options will become exercisable in four equal annual installments beginning on April 23, 2009.
(11)	The stock options will become exercisable in four equal annual installments beginning on April 23, 2010.
(12)	The stock options will become exercisable in four equal annual installments beginning on April 29, 2011.
(13)	This amount does not reflect the 3-for-2 stock split effective December 21, 2010 because the transaction occurred prior to that date.
(14)	All balances in the "Amount of Securities Beneficially Owned Following Reported Transactions" column reflect a 3-for-2 stock split effective December 21, 2010.

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