TIME-PHASED VOTING INSTRUCTIONS
ROPER INDUSTRIES, INC.

VOTING PROCEDURES--BENEFICIAL OWNERS
COMMON STOCK OF ROPER INDUSTRIES, INC.

TO ALL BANKS, BROKERS AND NOMINEES:

Roper Industries, Inc. ("Roper") shareholders who were holders of record on
December 27, 1996 and who acquired Roper Common Stock on or before December
27, 1992, will be entitled to cast five votes per share at the Annual Meeting
to be held February 14, 1997. Those holders of record who acquired their
shares after December 27, 1992 are, with certain exceptions, entitled to cast
one vote per share on the Common Stock they own. Stock dividend shares
received pursuant to the Company's September 1993 2-for-1 stock split in the
form of a 100% stock dividend shall be entitled the same number of votes as
the original shares with respect to which they were distributed.

To enable Roper to tabulate the voting by beneficial owners of Common Stock
held in your name, a special proxy has been devised for use in tabulating the
number of shares entitled to five votes each and one vote each. On this card,
the beneficial owner must confirm the numbers of five-vote shares and one-vote
shares, respectively, he is entitled to vote, and by the same signature, gives
instructions as to the voting of those shares. ALL UNINSTRUCTED SHARES WILL BE
VOTED UNDER THE 10- DAY RULE. ALL SHARES FOR WHICH BENEFICIAL OWNERSHIP IS NOT
CONFIRMED, WHETHER INSTRUCTED OR NOT, WILL BE LISTED AS ONE-VOTE SHARES. THIS
IS NOT TO BE REGARDED AS A NON-ROUTINE VOTE MERELY BECAUSE OF THE NATURE OF
THE VOTING RIGHTS OF THE COMMON STOCK. The confirmation of beneficial
ownership is as follows:

VOTING CONFIRMATION

Please provide the number of shares beneficially owned for each category as
of December 27, 1996.

shares beneficially owned ON or BEFORE December 27, 1992 entitled to
five votes each.

shares beneficially owned and acquired AFTER December 27, 1992
entitled to one vote each.

If no confirmation is provided, it will be deemed that beneficial ownership
of all shares voted will be entitled to one vote each.

YOU DO NOT HAVE TO TABULATE VOTES. Only record the number of shares shown on
the "Vote Confirmation" Section of the Proxy Card. If no shares are reported
on the Proxy Card, record the shares for tabulation purposes as having been
acquired AFTER December 27, 1992.

IF YOU ARE A BROKER, DO NOT CONFIRM SHARES. Only the beneficial owner
confirms shares in each voting category shown on the Proxy Card.

IF YOU ARE A BANK, YOU MAY WISH TO FOLLOW YOUR USUAL PROCEDURES AND FURNISH
THE PROXY CARD TO THE BENEFICIAL OWNER. The beneficial owner will vote his
beneficial ownership including the completion of the information required by
the "Vote Confirmation". The beneficial owner may return the Proxy Card either
to you or to Roper Industries, Inc., c/o Trust Company Bank, Corporate Trust
Department, P.O. Box 4625, Atlanta, Georgia 30302.

UNLESS OTHERWISE SPECIFIED BELOW, THIS PROXY WILL BE VOTED (I) FOR THE
ELECTION AS DIRECTORS OF THE NOMINEES LISTED BELOW, (II) FOR THE PROPOSED
AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF THE COMPANY TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 80,000,000 (III) FOR THE
PROPOSED AMENDMENT OF THE 1991 STOCK OPTION PLAN TO AUTHORIZE A 250,000 SHARE
INCREASE IN THE NUMBER OF SHARES OF COMMON STOCK TO BE RESERVED FOR OPTIONS
THEREUNDER AND (IV) FOR THE TRANSACTION OF ANY OTHER BUSINESS PROPERLY BROUGHT
BEFORE THE MEETING.

ROPER INDUSTRIES, INC.

THIS PROXY FOR THE 1997 ANNUAL MEETING OF SHAREHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

At the Annual Meeting of Shareholders of Roper Industries, Inc. to be held on
February 14, 1997 at the corporate offices at 160 Ben Burton Road, Bogart,
Georgia 30622, and all adjournments thereof, Derrick N. Key and Zane E.
Metcalf, and each of them, are authorized to represent me and vote my shares on
the following:

ITEM

1.The election of four (4) Directors. The nominees are:

E. Douglas Kenna, George L. Ohrstrom, Jr., Georg Graf Schall-Riaucour,
and Eriberto R. Scocimara.

2. To approve the proposed amendment of the Certificate of Incorporation of
the Company to increase the number of authorized shares of Common Stock to
80,000,000.

3. To approve the proposed amendment of the 1991 Stock Option Plan to
authorize a 250,000 share increase in the number of shares of Common Stock
to be reserved for options thereunder.

4.To transact any other business properly brought before the meeting.

INSTRUCTION: In the tables on the reverse side indicate the number of shares
voted FOR, AGAINST, or ABSTAIN FOR or WITHHOLD AUTHORITY as to each
nominee for Director, as to the proposed amendment of the Company's
Certificate of Incorporation, and as to the proposed amendment of
the 1991 Stock Option Plan.

(Continued and to be signed on reverse side)

"Address Label"

(Continued from other side)

SHARES BENEFICIALLY OWNED ON OR BEFORE DECEMBER 27, 1992
(POST NUMBER OF SHARES, NOT NUMBER OF VOTES)
-----------------------------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------

1. Directors
E. Douglas Kenna........
-------------------- -------------------- --------------------
George L. Ohrstrom, Jr..
-------------------- -------------------- --------------------
Georg Graf Schall-
Riaucour................
-------------------- -------------------- --------------------
Eriberto R. Scocimara...
-------------------- -------------------- --------------------
2. To approve the proposed
amendment of the Certif-
icate of Incorporation
of the Company to in-
crease the number of au-
thorized shares of Com-
mon Stock to 80,000,000.
-------------------- -------------------- --------------------
3. To approve the proposed
amendment of the 1991
Stock Option Plan to au-
thorize a 250,000 share
increase in the number
of shares of Common
Stock to be reserved for
options thereunder......
-------------------- -------------------- --------------------
4. To approve the transac-
tion of any other busi-
ness properly brought
before the meeting......
-------------------- -------------------- --------------------

SHARES BENEFICIALLY OWNED AND ACQUIRED AFTER DECEMBER 27, 1992
(POST NUMBER OF SHARES, NOT NUMBER OF VOTES)
-----------------------------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------

POST ONLY RECORD POSITION:
DO NOT TABULATE VOTES
Dated __________________________________________________ , 1997
_______________________________________________________________
_______________________________________________________________
Signature of Shareholder
Please sign your name as it appears on this Proxy. In case of
multiple or joint ownership, all should sign. When signing as
attorney, executor, administrator, trustee or guardian, give
full title as such.