SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                               ---------------

                               AMENDMENT NO. 1

                                     TO

                                  FORM 8-A

              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                                AMETEK, Inc.
                                ------------
           (Exact name of registrant as specified in its charter)

Delaware                                           13-4923320
(State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                  Identification No.)
 
Station Square                                     
Paoli, Pennsylvania                                19301
(Address of principal executive offices)           (Zip Code)
 
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
 
 
Title of each class                   Name of each exchange on which
to be so registered                   each class is to be registered
- -------------------                   ------------------------------ 
                                     
__% Senior Notes due 2006             New York Stock Exchange
 
 
 
Securities to be registered pursuant to Section 12(g) of the Act:

                                    None
 

 
Item 1.   Description of Registrant's Securities to be Registered
 
      The description of the __% Senior Notes Due 2006 of AMETEK, Inc. (the 
"Company") to be registered hereunder is set forth under the caption 
"Description of the Notes" in the Prospectus included within Amendment No. 1 to 
the Registration Statement of the Company on Form S-3 filed on February 25, 1994
with the Securities and Exchange Commission (Registration No. 33-51663) (the 
"Registration Statement"), which description is incorporated herein by 
reference.
 
Item 2.   Exhibits
 
Indenture between the Company and Corestates Bank, N.A., as trustee.
 

 
                                  SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Registration Statement to be 
signed on its behalf by the undersigned, thereto duly authorized.


                             AMETEK, Inc.
                              (Registrant)


                             By:
                                ---------------------------------
                                JOHN J. MOLINELLI
                                Vice President and Comptroller
                                (Principal Accounting Officer)



Date:  March 4, 1994