[Record Holder]
 
January 7, 1997
 
 
Dear Shareholder of Record:
 
  The enclosed Roper Industries, Inc. proxy card is furnished to you as a
holder of record of shares of Roper Common Stock as of December 27, 1996, the
record date for the Annual Meeting of Shareholders to be held on February 14,
1997. Not only does it provide for you to give instructions as to how to vote
your Common Stock, but it also indicates the number of such shares held of
record entitled to five votes and the number of such shares entitled to one
vote, according to Roper's shareholder records. The number of votes per share
to which you are entitled depends generally on when you acquired your Common
Stock and whether or not there has been any change since the date of
acquisition in the "beneficial ownership" of your Common Stock, as that phrase
is defined in Roper's Certificate of Incorporation.
 
  For example, if you acquired all of your Common Stock after December 27,
1992, you will have one vote per share. If you acquired your shares on or
before December 27, 1992 and there has been no change in the beneficial
ownership of your shares, you are entitled to five votes per share. You may
beneficially own some Common Stock in each category, in which case you will be
entitled to five votes with respect to some shares and one vote with respect
to others.
 
  Even though you have acquired shares after December 27, 1992, you may be
entitled to five votes per share if the acquisition of such shares falls
within one of the prescribed exceptions stated in the Certificate of
Incorporation, pertinent portions of which are set forth beginning on page A-1
of the Notice of Annual Meeting of Shareholders and Proxy Statement.
 
  If you believe the number of your shares held of record indicated to be
entitled to five votes and one vote is incorrect, you should follow the
procedures set out in the Proxy Statement which accompanies the proxy card.
 
  You also may own additional shares of Roper Common Stock in "street name"
through bank or brokerage accounts. If so, you will receive a different proxy
card with respect to those shares which you should complete to vote such
additional shares at the Annual Meeting.
 
Very truly yours,
 
Derrick N. Key
President & Chief Executive Officer