Sec Form 4 Filing - MOLINELLI JOHN J @ AMETEK INC/ - 2012-01-31

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 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 MOLINELLI JOHN J 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) EXECUTIVE VP & CFO (Last) (First) (Middle) 1100 CASSATT ROAD, P.O. BOX 1764 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2012 (Street) BERWYN, PA19312-1177 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/31/2012 M 41,805 A $ 16.8578 464,027 D Common Stock 01/31/2012 S 41,805 D $ 47.0978 ( 2 ) 422,222 D 401k Plan 01/31/2012 J( 3 ) 1 A $ 0 765 I 401k Plan Common Stock/serp 79,794 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 01/31/2012 M 41,805 ( 1 ) 04/26/2012 Common Stock 41,805 $ 0 0 D Stock Option $ 22.1778 ( 4 ) 04/25/2013 Common Stock 41,985 41,985 D Stock Option $ 24.2933 ( 5 ) 04/23/2014 Common Stock 46,125 46,125 D Stock Option $ 32.4 ( 6 ) 04/22/2015 Common Stock 52,305 52,305 D Stock Option $ 21.8067 ( 7 ) 04/22/2016 Common Stock 73,215 73,215 D Stock Option $ 29.38 ( 8 ) 04/28/2017 Common Stock 51,360 51,360 D Stock Option $ 44.74 ( 9 ) 05/02/2018 Common Stock 28,940 28,940 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MOLINELLI JOHN J 1100 CASSATT ROAD P.O. BOX 1764 BERWYN, PA19312-1177 EXECUTIVE VP & CFO Signatures /s/ John J. Molinelli 01/31/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock options will become exercisable in four equal installments beginning on April 27, 2006. ( 2 )The shares were sold at prices ranging from $47.00 to $47.40 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 )Represents dividend reinvestment under the Company's 401(k) Plan. ( 4 )The stock options will become exercisable in four equal installments beginning on April 26, 2007. ( 5 )The stock options will become exercisable in four equal installments beginning on April 24, 2008. ( 6 )The stock options will become exercisable in four equal installments beginning on April 23, 2009. ( 7 )The stock options will become exercisable in four equal annual installments beginning on April 23, 2010. ( 8 )The stock options will become exercisable in four equal annual installments beginning on April 29, 2011. ( 9 )The stock options will become exercisable in four equal installments beginning on May 3, 2012.

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).

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