[CONFORMED COPY]

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FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 1-168

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AMETEK, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 13-4923320
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

STATION SQUARE, PAOLI, PA 19301
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 610-647-2121

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------

COMMON STOCK, $1.00 PAR VALUE NEW YORK STOCK EXCHANGE
(VOTING) PACIFIC STOCK EXCHANGE
9 3/4% SENIOR NOTES DUE 2004 NEW YORK STOCK EXCHANGE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

NONE
(TITLE OF EACH CLASS)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.YES X NO
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INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO
THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [X]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 4, 1994, was $516,717,703.

The number of shares of common stock outstanding as of March 4, 1994, was
43,639,645.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates information by reference from the Proxy Statement for
Annual Meeting of Stockholders on April 26, 1994.

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PART I

ITEM 1. BUSINESS

GENERAL DEVELOPMENT OF BUSINESS

AMETEK, Inc. ("Ametek" or the "Company") was incorporated in Delaware in 1930
under the name of American Machine and Metals, Inc. and maintains its principal
executive offices at Station Square, Paoli, Pennsylvania 19301.

Ametek is an international manufacturer of high quality, engineered products
for industrial and commercial markets. The Company has a significant market
share for many of its products and a leading market share in electric motors
for vacuum cleaners and other floor care products, the Company's most
significant business. Many of the Company's products have a technological
component and are engineered to customer specifications. The Company's products
are produced and sold worldwide through the Company's Electro-mechanical,
Precision Instruments and Industrial Materials Groups. The Company's business
has grown over the years through a combination of acquisitions and internal
growth into a diversified manufacturing company serving a wide range of
markets. The Company has concentrated on identifying, developing and marketing
high quality, technology-based products which hold, or have the potential for
gaining, a significant share of one or more niche markets.

In November 1993, the Company completed a broad strategic review and
announced a plan intended to enhance shareholder value over the long term. From
an operational point of view, the Company will seek to increase the
profitability of its existing businesses through (i) growth and reinvestment,
particularly in its electro-mechanical, specialty metal and water filtration
operations, (ii) continued emphasis on controlling costs and (iii) an increased
focus on foreign sales, especially in the Pacific Rim and Europe, through a
combination of direct selling efforts and joint ventures. The Company also
intends to pursue strategic acquisitions on a selective basis. In addition, the
Company intends to continue its policy of reviewing, from time to time,
possible divestitures of existing businesses.

From a financial point of view, the Company's plan, which takes advantage of
the Company's historically strong cash flow, involves repurchasing outstanding
shares of its common stock for an aggregate purchase price of up to $150
million and refinancing existing debt with the net proceeds from the March 1994
sale of $150 million principal amount of 9 3/4% senior notes, borrowings under
a new bank credit agreement, and available cash. The resulting increased
leverage will reduce the Company's financial and operating flexibility.
Accordingly, the plan also called for a reduction in the quarterly per share
dividend rate on the Company's common stock from $.17 to $.06, beginning with
the dividend payable on December 24, 1993, and a decrease in the Company's
leverage over time.

The Company also recorded certain after tax charges against earnings of $28.6
million during the fourth quarter of 1993, resulting in aggregate charges of
$33.5 million for the year. A substantial portion of these charges relates to
the restructuring of several businesses and the remainder reflects asset write-
downs and other unusual charges against income. The restructuring charges
primarily result from actions taken or planned due to the unwillingness of the
union at a Precision Instruments facility in Sellersville, Pennsylvania to
agree on wage and work rule concessions requested by the Company necessary to
make such operation competitive. These actions include relocating, outsourcing
and downsizing various manufacturing functions at this facility. The Company
will also record an extraordinary after tax charge of approximately $13
million, (estimated as of December 31, 1993), in the first quarter of 1994,
subject to an interest rate adjustment, for the early retirement of existing
debt after completion of the sale of the senior notes and the application of
the proceeds thereof.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS, FOREIGN OPERATIONS AND EXPORT
SALES

Business segment and geographic information is set forth on pages 31 through
33 of this report.

In response to increasing globalization of the world economy and perceived
opportunities for growth, the Company has expanded its foreign sales and
operations over the past several years. This expansion has resulted from a
combination of increasing export sales of products manufactured in the United
States and overseas acquisitions and strategic alliances.

The Company's strategy for growth in global markets is driven by requirements
for global cost-competitiveness and especially by economic growth in the
Pacific Rim. Ametek Singapore Private, Ltd. was established as a regional
headquarters to enable the Company to secure more favorable supply arrangements
and to expand its product sales throughout the Pacific Rim.

International operations of the Company are subject to certain risks which
are inherent in conducting business outside the United States, such as
fluctuation in currency exchange rates and controls, restrictions on the
movement of funds, import and export controls, and other economic, political
and regulatory policies of the countries in which business is conducted.

NARRATIVE DESCRIPTION OF BUSINESS

PRODUCTS AND SERVICES

The Company classifies its operations into three principal business segments.
A description of the products and services offered by the Company by segment is
set forth below:

ELECTRO-MECHANICAL GROUP

The Company's Electro-mechanical Group ("EMG") is a major supplier of
fractional horsepower electric motors and blowers for vacuum cleaners and other
floor care products. EMG also manufactures electric motors and blowers for
furnaces, lawn tools, photocopiers, computer equipment and other applications.

Through its six plants in the United States, three in Italy and one in
Mexico, EMG produced approximately 18 million motors in 1993 and approximately
20 million motors in 1992. Each of these facilities is equipped with efficient
state-of-the-art production lines designed to maximize manufacturing
flexibility. Because of its high production volume, flexible manufacturing
capability and technological know-how, EMG offers its customers cost
competitive and custom designed products on a timely basis.

Floor Care Products

EMG participates in the production of motors and blowers for the full range
of floor care products from the hand held, canister, upright and central
vacuums for household use to the more sophisticated vacuum products for
commercial and industrial applications.

In recent years, EMG has expanded its sales in the floor care industry by
marketing its motors to vertically integrated vacuum cleaner manufacturers who
elect to curtail or discontinue their own motor production and instead use
EMG's motors. By using EMG's motors, vacuum cleaner manufacturers are able to
reduce the substantial capital expenditures they would otherwise have to make
to maintain their own motor production, with frequent design changes, at
acceptable levels.

EMG's floor care product development activities have recently focused on
improving motor-blower cost-performance through advances in power, efficiency
and quieter operation. EMG has recently developed a 1200 watt brushless motor
blower for high-end floor care applications in commercial vacuum cleaners and
central vacuum systems, as well as a new low cost motor designed for export
markets with price-sensitive, high volume vacuum applications.

EMG currently maintains a significant position in the European market for
floor care products based on exports from the United States and production from
its Italian operations. Two of EMG's plants in Italy are dedicated to producing
electric motors for vacuum cleaner manufacturers throughout Western Europe and,
to a more limited extent, Eastern Europe. These motors are similar to those
produced in the United States.

Consistent with its strategy for long term growth, EMG is in the process of
increasing its unit production capacity for floor care products by
approximately 50%, primarily to meet anticipated growth in customer demand for
smaller size motors over the next several years. This is being accomplished
primarily by adding new production lines at the existing Graham, North Carolina
facility.

Technical Motor Products

In order to make greater use of its technological expertise developed in the
floor care products area, EMG recently formed its Technical Motor Division to
consolidate and expand its production of motors and blowers used in certain
non-floor care applications, particularly in the market for brushless motor
technology where EMG is seeking to establish a significant position.

EMG's technical motor products include motors for furnaces, lawn tools,
photocopiers, computer equipment, other business machines, medical equipment
and evaporative cooling equipment. Its brushless motors, which are free of
static charges, are becoming increasingly popular in medical and other
applications where flammability is a concern. Recent product developments in
this area include the use of EMG's brushless motors in systems designed to
assist patients with sleep-breathing disorders, systems which help bedridden
patients avoid bedsores and systems to recover gasoline fumes at automotive
refueling stations.

In addition, EMG will begin producing induction motors, which were previously
purchased by EMG, for use in conjunction with its blower products. The ability
to produce its own induction motors offers EMG new opportunities in the high
efficiency furnace, water heating and induction motor pump markets.

In 1993, EMG dedicated one of its Italian plants to the manufacture of
technical motor products. Through the Company's Singapore sales subsidiary and
its Shanghai office, EMG is seeking to build a presence in the Pacific Rim.
Consistent with its strategy for long term growth, EMG has recently increased
its unit production capacity for technical motor products by approximately 25%
to meet anticipated growth in customer demand for the next several years by
commencing production at its new Rock Creek, North Carolina plant.

Customers

Although EMG is not dependent on any single customer such that its loss would
have a material adverse effect on its operations, approximately 26% of EMG's
sales for 1993 were made to its five largest customers.

PRECISION INSTRUMENTS GROUP

The Precision Instruments Group ("PI") serves a diverse group of markets, the
largest of which are the aerospace, pressure gauge, process and refining and
heavy-duty truck markets. PI produces cockpit instruments, process monitoring
and display systems, process control gas and liquid analyzers, moisture and
emissions monitoring systems, force and speed measuring instruments, air and
noise monitors, pressure and temperature calibrators, pressure gauges and
automotive products.

Aerospace Products

PI designs and manufactures cockpit instruments/displays, engine sensors and
monitoring systems, fuel/liquid quantity measurement devices and
electrical/thermocouple cables for aircraft and aircraft engines. These
products record, process and display information for use by flight and ground
crews. PI serves all segments of the commercial aerospace industry, including
business and commuter aircraft and the

commercial airlines, as well as the defense industry. PI's products are also
marketed as spares. PI's products are designed to customer specifications and
must be certified as meeting stringent operational and reliability
requirements.

PI's strategy in aerospace products is to operate in niche categories where
it has a technological or cost advantage. PI believes that its extensive
experience and technological expertise in the aerospace field, together with
its long-standing relationships with several leading international
manufacturers of commercial aircraft, provide it with a competitive advantage.
PI was recently selected by Boeing to supply an engine vibration monitoring
system for Boeing's new 777 model. Variations of this product will be marketed
to other aircraft manufacturers. In addition, PI's strategic effort to expand
its product line has recently yielded new orders for an advanced aircraft
engine sensor, an advanced cockpit display system featuring active matrix
liquid crystal display and a business jet fuel quantity system. In early 1993,
PI acquired certain assets of Revere Aerospace Inc., which added a high-
performance electrical and optical interconnecting cable business as a
complement to its existing product lines.

As a result of the overall weakness in the aerospace industry, PI sales to
the military and commercial OEM aircraft markets declined significantly in 1993
and 1992. In addition, PI's sales of aerospace products for use as spares were
reduced significantly as airlines lowered spare parts inventories and utilized
excess equipment from surplus aircraft. In response to these conditions, PI
embarked on an aggressive program to reduce costs through significant
consolidation and downsizing. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Recent Developments" on page 11
of this report.

Industrial Process Control and Pressure Gauge Products

PI serves the process industry by designing and manufacturing process control
products, including gas and liquid analyzers, emission monitors, process
annunciators and control room graphic displays. PI serves numerous segments of
the process industry, including refining and petrochemical processing and power
and steel plants. PI also produces a wide variety of pressure gauge products
for numerous industrial and commercial uses.

In recent years, domestic market conditions have been, and continue to be,
soft due primarily to adverse conditions in the refining and petrochemical
industry. These conditions have been affected by environmental regulations
which have severely reduced new refinery and petrochemical plant construction
and refinery and petrochemical operating rates in the United States.

PI's business strategy is to concentrate on new markets where it has a
technological or cost advantage. PI develops or customizes products around core
technologies to meet customer requirements. For example, PI's oxygen and
combustion analyzers have a leading market position and are designed to meet
customer specific applications. PI has also recently succeeded in marketing one
of its aerospace based products, thermocouples, for use with land gas turbines.

Pressure gauges are produced by PI's U.S. Gauge Division, a leader in the
North American pressure gauge market. Pressure gauges are used in a wide
variety of industrial and manufacturing processes. The general pressure gauge
market has been adversely affected by poor domestic economic conditions and
competition from low cost offshore producers. PI has responded to these market
conditions by reducing costs and refocusing its domestic manufacturing to
concentrate on higher priced pressure gauge applications. In addition, through
a distributorship relationship with a Taiwanese company, PI is currently
distributing in the United States low cost pressure gauges manufactured in the
People's Republic of China, a product segment in which PI is not currently
competitive.

Automotive Products

PI is the leading domestic producer and supplier of electronic instrument
panels and instruments to the heavy truck market and is currently expanding
into the agricultural and construction vehicle markets. In recent years, the
heavy truck market has been strong. Domestic truck manufacturers have faced a
growing demand for more fuel efficient trucks that satisfy applicable air
pollution guidelines. PI has participated in this market by working closely
with several manufacturers to develop solid state instruments to monitor engine
efficiency and emissions. PI's strategy is to expand this product line into
construction and agricultural equipment and into international markets with
products similar to those currently produced for United States manufacturers.

Customers

Although the Precision Instruments Group is not dependent on any single
customer such that its loss would have a material adverse effect on its
operations, approximately 29% of its 1993 sales were made to its five largest
customers.

INDUSTRIAL MATERIALS GROUP

The Industrial Materials Group ("IMG") manufactures the following principal
products: water filtration products, high-purity engineered metals, high-
temperature fabrics, compounded plastics and plastic packaging materials. Each
of IMG's five businesses is technology-based, stressing mechanical,
metallurgical or plastic processing skills. IMG consists of five divisions:
Plymouth Products, (including AMETEK Filters Ltd., a U.K. subsidiary),
Specialty Metal Products, Haveg, Microfoam and Westchester Plastics.

IMG's strategic focus is to target niche markets by differentiating its
products on the basis of quality, price and/or services and to pursue new
product development by exploiting proprietary technologies and specialized
manufacturing processes.

The Plymouth Products Division (including AMETEK Filters Ltd.) produces water
filtration products for residential, commercial and industrial uses in the
United States and 80 other countries. Plymouth Products sells its products in
both the retail and wholesale markets. With its acquisition in late 1992 of the
Kleen Plus (R) retail water filter line, Plymouth Products broadened its
cartridge filter line so that it now offers complete water filtration systems,
25 special-purpose filter housings and 60 different replacement cartridges.
Plymouth's filter cartridges and housings are used in such diverse applications
as water filtration and food and beverage, cosmetics and chemical production.
Plymouth's point-of-use drinking water filters are used for the removal of
objectionable taste and odor, hazardous chemicals and heavy metals. In
addition, Plymouth Products produces a faucet-mounted filter, as well as
filters, housings and cartridges for use by plumbing professionals for
residential and commercial customers. The Company has identified the water
filtration market as a key opportunity for expansion and, accordingly, has
commenced a $4 million plant expansion. This capacity increase is the fifth
such expansion in the last 13 years.

The Specialty Metal Products Division uses its powder metallurgy to produce
strip and wire and uses its cladding technologies to make a variety of products
with multiple metallurgical properties. Specialty Metal Products sells its
products for use in the manufacture of appliances, electronic connectors,
rechargeable batteries and TV cathode ray tubes. Its clad metals are used in
gourmet cookware and chemical and pressure vessels, and its metal matrix
composites are used for thermal management in high power electronic circuits.

The Haveg Division manufactures products for high temperature applications
and highly corrosive environments. Haveg's products are made of silicas,
phenolic resins and Teflon (R) (a registered trademark of the DuPont Company).
Haveg's silica yarn, which maintains strength and flexibility at high
temperatures, is used for protective welding curtains, as a textile replacement
for asbestos and as a laminate for printed circuit boards. Two other Haveg
products are Flexsil (R), made from Haveg's woven Siltemp (R) fabric and used
in foundries to filter molten metal as it is poured into casting molds, and
Teflon (R) heat exchangers, used in a number of different industrial
applications because of its chemically inert construction and high purity.

Additionally, Haveg produces storage tanks and pipes, made of phenolic resins,
which are able to withstand highly corrosive environments.

The Microfoam Division is the world's only producer of a very low density
polypropylene foam used primarily for packaging items, such as furniture and
agricultural products, that require cushioning, surface protection and
insulation. CouchPouch (TM), one of Microfoam's products made from the
division's MicroTuff (TM) composite material is stitched into various size bags
large enough to protect furniture. Because they are made of pure polypropylene,
the products are suitable for reuse and recycling.

The Westchester Plastics Division is engaged in the toll processing and
formulation of plastics compounds, including developing processing techniques
that enhance such properties as fire retardance and adhesion. In addition,
Westchester Plastics has state-of-the-art twin-screw extruder lines used to
produce custom thermoplastics for a variety of industries.

Customers

Although IMG is not dependent on any single customer such that its loss would
have a material adverse effect on its operations, approximately 13% of IMG's
sales for 1993 were made to its five largest customers.

MARKETING

Generally, the Company's marketing efforts are organized and carried out at
the divisional level. However, a few functions are centralized at the corporate
level for reasons of cost and efficiency.

Given the basic similarity of its various products, its significant market
share worldwide and the technical nature of its products, EMG conducts most of
its domestic and international marketing activities through its direct sales
force. EMG makes limited use of sales agents in those foreign countries where
its sales activity is relatively low.

Because of their relatively diverse product lines, both PI and IMG make
significant use of distributors and sales agents in the marketing efforts of
most of their divisions. With its specialized customer base of aircraft
manufacturers and airlines, PI's aerospace division relies primarily on its
direct selling efforts.

COMPETITION

Generally, most markets in which the Company operates are highly competitive.
The principal elements of competition for the products manufactured in each of
the Company's business segments are price, product features, distribution,
quality and service.

The primary competition in the United States in the floor care market is from
a few competitors, each of which has a smaller market share but is part of a
company which is larger and has greater resources than Ametek. Additional
competition could come from vertically integrated manufacturers of floor care
products which produce their own motors and blowers. In Europe, competition is
from a small group of very large competitors and numerous small competitors.

In the markets served by the Precision Instruments Group, the Company
believes that it is one of the world's largest pressure gauge manufacturers and
a leading producer of annunciator systems. The Company also ranks among the top
ten producers of certain measuring and control instruments in the United
States. It is one of the leading instrument and sensor suppliers, with a broad
product offering in both the military and commercial aviation industries. As a
result of the continuing decline in demand for aircraft instruments and engine
sensors due to the consolidation and deregulation of the airline industry and
reduced military spending, competition is strong and is expected to intensify
with respect to certain of the products in the aerospace markets. In the
pressure gauge and automotive markets served by PI, there are a limited number

of companies competing on price and technology. With respect to process
measurement and control niche markets, there are numerous competitors in each
niche competing, for the most part, on the basis of product quality and
innovation.

Many of the products sold by the Industrial Materials Group are made by few
competitors and competition is mainly from producers of substitute materials.
The Company's Westchester Plastics division is one of the nation's largest
independent plastics compounders. In this market, the Company's competition is
from other independent toll compounders and those customers which have similar
in-house compounding capabilities. Plymouth Products is one of the major
suppliers of household water filtration systems, a market in which it has
numerous competitors. In the industrial and commercial filtration markets which
Plymouth Products serves, it does not have a major market share and faces
competition from numerous sources.

BACKLOG AND SEASONAL VARIATIONS OF BUSINESS

The Company's approximate backlog of unfilled orders at the dates specified
by business segment was as follows:

DECEMBER 31,
--------------------
1993 1992 1991
------ ------ ------
(IN MILLIONS)

Electro-mechanical................................ $ 66.0 $ 80.8 $ 79.8
Precision Instruments............................. 121.8 137.3 170.8
Industrial Materials.............................. 24.8 22.8 24.4
------ ------ ------
Total......................................... $212.6 $240.9 $275.0
====== ====== ======

Of the total backlog of unfilled orders at December 31, 1993, approximately
88% is expected to be shipped by December 31, 1994.

The Company believes that neither its business as a whole nor any of its
business segments is subject to significant seasonal variations, although
certain individual operations experience some seasonal variability.

RAW MATERIALS

The Company's business segments obtain raw materials and supplies from a
variety of sources, generally from more than one supplier. However, in the
Industrial Materials segment, certain items are only available from a limited
number of suppliers. The Company believes that its sources and supply of raw
materials are adequate for its needs.

RESEARCH AND DEVELOPMENT

Notwithstanding the recent economic recession, the Company continues to be
committed to appropriate research and development activities designed to
identify and develop potential new and improved products. Company-funded
research and development costs during the past three years were: 1993--$15.1
million, 1992--$14.7 million, and 1991--$12.1 million. Research activities are
conducted by the various businesses of the Company in the areas in which they
operate.

ENVIRONMENTAL COMPLIANCE

Information with respect to environmental compliance by the Company is set
forth in Part II of this report on page 16 in the section of Management's
Discussion and Analysis of Financial Condition and Results of Operations
entitled "Environmental Matters."

PATENTS, LICENSES AND TRADEMARKS

The Company owns numerous unexpired United States patents, United States
design patents and foreign patents, including counterparts of its more
important United States patents, in the major industrial countries of the
world. The Company is a licensor or licensee under patent agreements of various
types and its products are marketed under various registered United States and
foreign trademarks and trade names. However, the Company does not consider any
single patent or trademark, or any group thereof, essential to its business as
a whole, or to any of its business segments. The annual royalties received or
paid under license agreements are not significant to any single business
segment or to the Company's overall operations.

EMPLOYEES

At December 31, 1993, the Company employed approximately 6,000 individuals,
of whom approximately 2,400 are covered by collective bargaining agreements.

WORKING CAPITAL PRACTICES

The Company does not have extraordinary working capital requirements in any
of its business segments. Customers generally are billed at normal trade terms
with no extended payment provisions. Inventories are closely controlled and
maintained at levels related to production cycles and responsive to normal
delivery requirements of customers.

ITEM 2. PROPERTIES

The Company has 32 plant facilities in 12 states and five foreign countries.
Of these facilities, 26 are owned by the Company and six are leased. The
properties owned by the Company consist of approximately 441 acres in total, of
which approximately 3,447,000 square feet are under roof. Under lease is a
total of approximately 413,000 square feet. The leases expire over a range of
years from 1994 to 1999 with renewal options for varying terms contained in
most of the leases. The Company also has an idle facility and certain parcels
of land available for sale. The Company's executive offices in Paoli,
Pennsylvania occupy approximately 32,000 square feet under a lease which will
expire in 1997. Additional offices of the Company in New York City occupy
approximately 4,000 square feet under a lease which will expire in 1996.

The Company's machinery, plants and offices are in satisfactory operating
condition and are adequate for the uses to which they are put. The operating
facilities of the Company by business segment are summarized in the following
table:

NUMBER OF FACILITIES SQUARE FEET UNDER ROOF
---------------------- ------------------------
OWNED LEASED OWNED LEASED
---------- ---------- ------------ -----------

Electro-mechanical....... 9 1 1,143,000 66,000
Precision Instruments.... 8 5 856,000 347,000
Industrial Materials..... 9 - 1,448,000 --
---------- ---------- ------------ ----------
Total................ 26 6 3,447,000 413,000
========== ========== ============ ==========

ITEM 3. LEGAL PROCEEDINGS.

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of the Company's security holders,
through the solicitation of proxies or otherwise, during the last quarter of
its fiscal year ended December 31, 1993.

EXECUTIVE OFFICERS OF THE REGISTRANT.

Officers are appointed by the Board of Directors to serve for the ensuing
year and until their successors have been elected and qualified. Information on
executive officers of the Company is shown below:

NAME AGE PRESENT POSITION WITH THE COMPANY
---- --- ---------------------------------

Walter E. Blankley........ 58 Chairman of the Board and Chief Executive Officer
Roger K. Derr*............ 62 Executive Vice President--Chief Operating Officer
Allan Kornfeld*........... 56 Executive Vice President--Chief Financial Officer
Murray A. Luftglass....... 62 Senior Vice President--Corporate Development
Peter A. Guercio*......... 65 Group Vice President
Frank S. Hermance*........ 45 Group Vice President
George E. Marsinek*....... 56 Group Vice President
John J. Molinelli......... 47 Vice President and Comptroller
Deirdre D. Saunders....... 46 Treasurer and Assistant Secretary
Robert W. Yannarell....... 60 Secretary

- - - --------
* Office of the President, formed March 1993.

WALTER E. BLANKLEY has been Chairman of the Board since April 1993. He was
elected a Director and the President and Chief Executive Officer of the Company
in April 1990. Mr. Blankley had served as a Senior Vice President since 1982.

ROGER K. DERR has been Executive Vice President--Chief Operating Officer
since April 1990. He had served as a Senior Vice President of Ametek since
1982.

ALLAN KORNFELD has been Executive Vice President--Chief Financial Officer
since April 1990. He has been Chief Financial Officer of Ametek since April
1986. Mr. Kornfeld was elected a Senior Vice President in 1984.

MURRAY A. LUFTGLASS has been Senior Vice President--Corporate Development
since May 1984.

PETER A. GUERCIO has been a Group Vice President since April 1990. He was
elected a Vice President of Ametek in 1989.

FRANK S. HERMANCE joined the Company as a Group Vice President in November
1990. Previously he was General Manager of several instruments divisions of
Tektronix, Inc.

GEORGE E. MARSINEK has been a Group Vice President since April 1990. He was
elected a Vice President in 1988.

JOHN J. MOLINELLI has served as a Vice President and Comptroller of Ametek
since April 1993. He was elected Comptroller in 1991 and General Auditor in
1989.

DEIRDRE D. SAUNDERS has served as Treasurer and Assistant Secretary since
April 1993. Ms. Saunders joined Ametek in 1987 as Assistant Treasurer.

ROBERT W. YANNARELL has served as Secretary of the Company since April 1993.
He was elected Treasurer and Assistant Secretary in 1987.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

The principal market on which the Company's common stock is traded is the
New York Stock Exchange. The Company's common stock is also listed on the
Pacific Stock Exchange. On March 4, 1994, there were approximately 6,400
record holders of the Company's common stock.

The market price and dividend information with respect to the Company's
common stock are set forth on page 33 of this report in the section of the
Notes to Consolidated Financial Statements entitled "Quarterly Financial Data
(Unaudited)". Future dividend payments by the Company will be dependent upon
future earnings, financial requirements, contractual provisions of debt
agreements and other relevant factors.

ITEM 6. SELECTED FINANCIAL DATA.

1993 1992 1991 1990 1989
------ ------ ------ ------ ------
(DOLLARS AND SHARES IN MILLIONS,
EXCEPT PER SHARE AMOUNTS)

CONDENSED CONSOLIDATED STATEMENT
OF INCOME
(Years ended December 31)
Net sales......................... $732.2 $769.6 $715.1 $660.7 $587.8
Costs and expenses(1)............. 732.1 690.5 648.8 592.3 527.6
------ ------ ------ ------ ------
Operating income.................. 0.1 79.1 66.3 68.4 60.2
Other (expense) income--net(1).... (11.3) (12.4) (13.9) (11.7) 0.5
------ ------ ------ ------ ------
Income (loss) before income taxes. (11.2) 66.7 52.4 56.7 60.7
Provision for (benefit from)
income taxes..................... (3.9) 22.3 14.4 19.4 22.4
------ ------ ------ ------ ------
Net income (loss)(1).............. $ (7.3) $ 44.4 $ 38.0 $ 37.3 $ 38.3
====== ====== ====== ====== ======
Earnings (loss) per share(1)...... $(0.17) $ 1.01 $ 0.87 $ 0.85 $ 0.87
====== ====== ====== ====== ======
Dividends declared and paid per
share............................ $ 0.57 $ 0.68 $ 0.66 $ 0.64 $ 0.62
====== ====== ====== ====== ======

CONSOLIDATED FINANCIAL POSITION
(At December 31)
Working capital................... $134.2 $190.2(2) $181.4 $184.4 $215.1
Total assets...................... $562.7 $603.1(2) $612.5 $615.2 $563.3
Long-term debt (including current
portion)......................... $187.0 $206.9 $220.9 $242.5 $226.1
Stockholders' equity.............. $165.3 $210.3 $211.5 $199.4 $194.9
Number of shares outstanding...... 43.6 44.2 44.0 43.7 44.3

ADDITIONAL FINANCIAL DATA
Capital expenditures.............. $ 38.3 $ 24.0 $ 18.8 $ 35.7 $ 25.7
Depreciation and amortization..... $ 35.9 $ 37.3 $ 36.5 $ 33.5 $ 25.3
Research and development expenses. $ 15.1 $ 14.7 $ 12.1 $ 11.1 $ 17.6
Ratio of earnings to fixed
charges.......................... -- (3) 4.0x 3.2x 3.3x 4.5x
EBITDA(4)......................... $ 92.4 $117.6 $103.5 $100.7 $ 91.2
Ratio of EBITDA to interest
expense(4)....................... 5.2x 5.9x 4.7x 4.8x 5.9x
Ratio of debt to EBITDA(4)........ 2.0x 1.8x 2.1x 2.5x 2.5x

- - - --------
(1) Amounts in 1993 include pre-tax charges totaling $54.9 million ($33.5
million after tax, or $.77 per share) for restructuring and other unusual
items. These charges were for costs related to work force reductions,
asset write-downs, relocation and consolidation of certain product lines
and operations, and for other unusual items.
(2) Restated to conform to 1993 presentation.
(3) Earnings were insufficient to cover fixed charges by approximately $12.2
million in 1993.
(4) EBITDA represents income before interest, amortization of deferred
financing costs, taxes, depreciation and amortization, and 1993
restructuring and other unusual charges. EBITDA is presented as additional
information as to the Company's ability to service its debt.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Management's discussion and analysis of the Company's financial condition and
results of operations set forth below should be read in conjunction with the
consolidated financial statements of the Company and the related notes shown in
the index on page 17 of this report.

RECENT DEVELOPMENTS

Weakened market conditions in some of the markets in which the Company
operates, particularly in the aerospace and process industries, have resulted
in recent declines in sales and income.

From a financial point of view, the Company's plan, which takes advantage of
the Company's historically strong cash flow, involves repurchasing outstanding
shares of its common stock for an aggregate purchase price of up to $150
million and refinancing existing debt with the net proceeds from the March 1994
$150 million public offering of 9 3/4% senior debt securities, borrowings under
a new bank credit agreement, and available cash. The resulting increased
leverage will reduce the Company's financial and operating flexibility.
Accordingly, the plan also called for a reduction in the quarterly per share
dividend rate on the Company's Common Stock from $.17 to $.06 beginning with
the dividend which was payable on December 24, 1993, and a decrease in the
Company's leverage over time.

BUSINESS RESTRUCTURING AND OTHER UNUSUAL CHARGES

In 1993, the Company recorded pre-tax charges of $54.9 million ($33.5 million
after tax, or $.77 per share) for costs associated with resizing and
restructuring several of its businesses and other unusual expenses. Of the
$54.9 million total charge, $46.9 million ($28.6 million after tax, or $.66 per
share), was recorded in the fourth quarter of 1993. The total charges, on a
pre-tax basis, were for (1) work force reductions, both planned and those which
occurred in 1993 (including certain pension-related costs) ($21.4 million); (2)
asset write-downs ($15.0 million); (3) the relocation of certain product lines
from a Precision Instruments facility in Sellersville, Pennsylvania and the
overall consolidation of the Company's aerospace operations ($14.2 million);
and (4) other unusual expenses ($4.3 million). The charges for resizing and
restructuring are primarily related to the Company's Sellersville operations
and result from actions taken or planned due to the unwillingness of the union
at such facility to agree on wage and work rule concessions requested by the
Company necessary to make that operation competitive. Also, the Company has
reached an agreement regarding the prepayment premiums to be paid for early
retirement of existing debt and will record an extraordinary charge, (estimated
as of December 31, 1993), of approximately $13 million (after tax), subject to
an interest rate adjustment, in the first quarter of 1994 after completion of
the sale of the senior public notes and the retirement of existing debt.

YEAR ENDED DECEMBER 31, 1993 COMPARED TO YEAR ENDED DECEMBER 31, 1992

Results of Operations

Sales for 1993 were $732.2 million, a decrease of $37.4 million or 4.9% from
1992. The sales decrease was attributable to reduced domestic and European
demand for electric motor products and the negative effect of translating sales
of the Company's Italian operations from the weaker Italian lire to U.S.
dollars. Sales by the Precision Instruments Group also declined as a result of
continued poor market conditions for aerospace products and process and
analytical instruments. A sales improvement was reported by the

Industrial Materials Group due to the strength of demand for liquid filtration
products, specialty metal products and compounded plastics. Sales by all
business segments to foreign markets totalled $202.9 million in 1993 compared
to $233.7 million in 1992, a decrease of 13.2%. Export shipments from the
United States in 1993 were $105.7 million, a decrease of 11.4% from 1992,
primarily as a result of weak economic conditions in Europe.

New orders during 1993 were approximately $703.9 million, a decrease of
$31.6 million or 4.3% from 1992. The backlog of orders was $212.6 million at
year-end, an 11.8% decrease from 1992, reflecting the lower level of business
in the Electro-mechanical and Precision Instruments Groups.

Business segment operating profit before restructuring and other unusual
operating charges was $74.8 million in 1993, compared to $100.1 million in
1992, a decrease of 25.3%. Along with the reduction due to the lower sales
volume, this decline reflects operating inefficiencies (primarily within the
Electro-mechanical and the Precision Instruments Groups) and higher expenses
caused by a plant start-up and plant rearrangements in the Electro-mechanical
Group. In 1993, business segment results also reflect charges totalling $52.1
million for resizing and restructuring certain operations and other unusual
expenses. After reflecting these charges, business segment operating profit
for 1993 was $22.7 million.

Corporate expenses (including unallocated administrative expenses, interest
expense and net other income) were $33.9 million in 1993, substantially
unchanged from $33.3 million in 1992.

The effective rate of income tax benefit for 1993 of 34.5% reflects the new
U.S. federal statutory income tax rate of 35% for all of 1993. The overall
effective rate of the tax benefit was reduced somewhat by a tax provision on
foreign pre-tax earnings.

After-tax earnings for 1993, before restructuring and other unusual charges,
were $26.2 million or $.60 per share. This compares to net income of $44.4
million or $1.01 per share earned in 1992. After restructuring and other
unusual charges totalling $33.5 million (after tax), the Company reported a
net loss of $7.3 million, or $.17 per share for 1993.

Business Segment Results

YEARS ENDED DECEMBER 31,
-------------------------------
1993 1992 1991
-------- -------- --------
(IN THOUSANDS)

NET SALES (1):
Electro-mechanical............................ $280,732 $309,556 $249,763
Precision Instruments......................... 275,351 297,025 309,901
Industrial Materials.......................... 176,112 162,969 155,435
-------- -------- --------
Total net sales............................. $732,195 $769,550 $715,099
======== ======== ========
INCOME (LOSS):
Electro-mechanical............................ $ 35,018 $ 49,912 $ 35,363
Precision Instruments......................... (30,643)(2) 28,045 32,914
Industrial Materials.......................... 18,284 (3) 22,096 20,332
-------- -------- --------
Total segment operating profit (4).......... 22,659 100,053 88,609
Corporate and other expenses (5).............. (33,856) (33,334) (36,231)
-------- -------- --------
Income (loss) before taxes.................. $(11,197) $ 66,719 $ 52,378
======== ======== ========

- - - --------
(1) After elimination of intersegment sales, which are not significant in
amount.
(2) Reflects charges of $47.8 million primarily for resizing and restructuring
costs associated with planned work force reductions and those which
occurred in 1993, asset write-downs, relocation of product lines and the
overall consolidation of the Company's aerospace operations and other
unusual charges.
(3) Reflects charge of $3.9 million primarily for asset write-downs.
(4) Segment operating profit represents sales less all direct costs and
expenses (including certain administrative and other expenses) applicable
to each segment, but does not include interest expense.
(5) Includes unallocated administrative expenses, interest expense and net
other income and, in 1993, $2.8 million of restructuring and other unusual
charges.

The Electro-mechanical Group's sales decreased $28.8 million or 9.3% to
$280.7 million primarily because of Italian lire currency translation and
because of reduced customer demand for domestically produced electric motor
products during the year. Before currency translation, the Italian operations
reported 2.6% higher sales over 1992. Operating profit of this group decreased
29.8% to $35.0 million due to lower sales volume, higher costs related to new
product introductions, a plant start-up and plant rearrangements, less
favorable product mix and negative foreign currency translation effects.

Precision Instruments Group sales in 1993 were $275.4 million, a decrease of
$21.7 million or 7.3% from 1992. The sales decline reflects the continuing
weakness in demand for aircraft instruments and engine sensors from commercial
airlines and poor conditions in the aerospace industry and in process control
markets. The sales decline was partially offset by increased sales of truck
instruments, flight reference systems and sales by a new business acquired in
the first quarter of 1993. Operating profit of this group before restructuring
and other unusual charges was $17.1 million in 1993 compared to $28.0 million
in 1992, a $10.9 million or 39.0% decline. This decrease was due to the sales
decline, production inefficiencies and changes in product mix. This group's
profits were further reduced by restructuring and unusual operating charges of
$47.8 million in 1993, of which $39.8 million was recorded in the fourth
quarter, and resizing charges of $8 million which were recorded in the first
nine months of the year. These charges were primarily for work force reductions
planned or which occurred in 1993 (including certain pension-related costs),
asset write-downs, product line relocations of certain gauge manufacturing
operations, and consolidation of the Company's aerospace businesses. Most of
these actions were necessary due to the unwillingness of the union at the
Company's Sellersville facility to agree to wage and work rule concessions
requested by the Company necessary to make that operation competitive. After
restructuring and other unusual operating charges, this group reported an
operating loss of $30.6 million for 1993.

Industrial Materials Group sales in 1993 were $176.1 million, an increase of
$13.1 million or 8.1% from 1992 largely due to increased sales of liquid
filtration products, compounded plastics and specialty metal products. Group
operating profit before restructuring and other unusual charges was $22.2
million, a slight improvement over operating profit of $22.1 million reported
for 1992. An increase in profits by the Specialty Metal Products Division was
substantially offset by lower profits from the other businesses in this group
due to operating inefficiencies and changes in product mix at certain
divisions. After fourth quarter 1993 restructuring and other unusual charges of
$3.9 million, primarily for certain asset write-downs, the group operating
profit was $18.3 million for 1993. In February 1994, a warehouse attached to a
plant in this group collapsed under the weight of heavy snow. The plant has
returned to full operation and the damages and related losses are covered by
insurance.

YEAR ENDED DECEMBER 31, 1992 COMPARED TO YEAR ENDED DECEMBER 31, 1991

Results of Operations

For 1992, Ametek achieved record sales of $769.6 million, exceeding sales in
1991 by $54.5 million or 7.6%. The increase occurred primarily in the Electro-
mechanical Group and was the result of increased worldwide demand for electric
motors, the introduction of new products and increased market penetration.
Sales were also enhanced by the acquisition of an electric motor business in
the first quarter of 1992. A sales increase by the Industrial Materials Group
was more than offset by lower sales by the Precision Instruments Group, which
suffered from a sharp decline in demand for aircraft instruments and engine
sensors in the commercial and military markets. Sales by all business segments
to foreign markets totalled $233.7 million in 1992 compared to $211.8 million
in 1991, an increase of 10.3%. Export sales from the United States totalled
$119.3 million in 1992 compared to $111.6 million in 1991, a 6.9% increase.

New orders during 1992 were approximately $735.5 million, an increase of
$26.2 million, or 3.7% over 1991. The backlog of orders was approximately
$240.9 million at year-end, a 12.4% decrease from the end of 1991, reflecting
the lower level of business in the Precision Instruments Group.

Business segment operating profit was $100.1 million in 1992, an increase of
$11.5 million or 12.9% over last year's $88.6 million. The improved operating
results for 1992 came mainly from the overall higher sales volume in the
Electro-mechanical and Industrial Materials Groups and improved performance by
the Company's three Italian motor divisions.

Corporate expenses (including unallocated administrative expenses, interest
expense and net other income) of $33.3 million in 1992 were $2.9 million lower
than last year's $36.2 million, primarily due to lower interest expense
resulting from the reduced level of debt.

The effective tax rate for 1992 was 33.5% compared to 1991's rate of 27.5%.
Both periods benefitted from favorable income tax adjustments. The 1992 rate
reflects a net favorable settlement of certain tax years for United States
operations, while the 1991 rate included the recognition of tax benefits from
combining certain foreign operations.

Net income was $44.4 million or $1.01 per share for 1992, compared to
earnings of $38.0 million or $.87 per share for 1991.

Net income for the fourth quarter of 1992 was $10.6 million, substantially
unchanged from net income of $10.4 million in the fourth quarter of 1991,
yielding earnings per share of $.24 for both periods. Lower 1992 fourth-quarter
business segment operating profit in the Precision Instruments Group, and a
higher effective corporate tax rate in 1992's fourth quarter due to a change in
Italian tax law affecting all of 1992, were offset by lower interest expense
and other nonoperating expenses. Sales in the fourth quarter of 1992 reached
$191.5 million, 4.4% ahead of the $183.4 million shipped in the fourth quarter
of 1991, reflecting continuing strong demand for electric motors.

Business Segment Results

Electro-mechanical Group sales in 1992 were $309.6 million, an increase of
$59.8 million or 23.9% from 1991 largely due to improved demand and market
penetration for electric motors aided somewhat by the acquisition of a new
business in the first quarter of 1992. Group operating profit increased 41.1%
to $49.9 million due to the higher sales volume, a more favorable product mix,
and improved operating performance by the Italian motor divisions.

In the Precision Instruments Group, sales were $297.0 million for 1992, a
decrease of $12.9 million or 4.2% from 1991. The sales decline reflects
continuing weak demand for aircraft and aerospace instruments, sensors and
spare parts for commercial airlines and the military, caused by the deepening
recession in this market. The overall sales decline was partially offset by
increased sales of truck instruments. The group's operating profit of $28.0
million fell 14.8% from $32.9 million in 1991, largely because of the steep
sales decline in some of the group's more profitable products.

The Industrial Materials Group's 1992 sales increased $7.5 million or 4.8% to
$163.0 million, due to increased sales of water filtration products and metal
powders. Operating profit of the group totalled $22.1 million in 1992, compared
to $20.3 million in 1991, an 8.7% increase, reflecting the increase in the
group's sales volume and lower operating expenses in the Company's plastics
compounding and foam packaging businesses.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Working capital at December 31, 1993 amounted to $134.2 million, a decrease
of $56.0 million from December 31, 1992, caused largely by the provisions for
resizing, restructuring and other unusual items. The ratio of current assets to
current liabilities at December 31, 1993 was 1.80 to 1, compared to 2.38 to 1
at December 31, 1992.

Cash generated by the Company's operating activities totalled $65.3 million
in 1993 compared to $78.6 million in 1992. The decrease reflects the lower
level of earnings, after adding back $50.9 million of restructuring and other
unusual charges not requiring the use of cash in 1993. Cash flows from
operating activities, less cash used for investing and financing activities of
$83.9 million, resulted in a decrease in cash and cash equivalents of $18.7
million since the beginning of 1993. Cash used in 1993 included $38.3 million
for the purchase of property, plant and equipment, $25.1 million for the
payment of dividends, $19.4 million for the repayment of long-term debt, $16.6
million for the purchase of a business and investments and $8.9 million for the
purchase of 683,400 shares of the Company's common stock in the second quarter
of 1993. Cash and cash equivalents and short-term marketable securities
totalled $84.7 million at December 31, 1993, a decrease of $31.0 million from
December 31, 1992.

Of the $54.9 million of resizing, restructuring and other unusual charges
recorded in 1993, certain items require cash expenditures which are expected to
be funded by normal operations. Approximately $4.0 million was expended in
1993, and the Company anticipates that approximately $25.3 million will be
expended over the next two years. After all the restructuring actions are in
place, the Company expects to realize continuing benefits resulting from
reduced labor costs, improved productivity and other lower operating costs
which, the Company believes, should more than offset these cash expenditures
over time. Certain asset write-downs, provisions for pension curtailments and
other unusual items totaling $25.6 million will not require the use of cash, or
incremental cash, during the next five years.

The proceeds of the 9 3/4% senior notes, together with borrowings under the
new bank credit agreement and available cash, will be used (a) to retire (i)
$106.8 million aggregate principal amount of 8.95% notes, (ii) $75.0 million
aggregate principal amount of 9.35% notes and (iii) $3.6 million aggregate
principal amount of 8.05% notes, (b) to repurchase outstanding shares of the
Company's common stock for an aggregate purchase price of up to $150 million
and (c) to pay fees and expenses related to the offering of the senior notes
and the credit agreement.

The Company's future interest costs are expected to increase because of the
higher outstanding total debt. The Company's quarterly common stock dividend
was recently reduced from $.17 per share to $.06 per share. This reduction,
without giving effect to the intended repurchase of common stock, will result
in an annual saving of approximately $19.4 million. This saving, along with
lower near-term required debt principal payments, should more than offset the
higher interest cost.

The Company believes that the amounts to be available under its new bank
credit agreement and the proceeds of the sale of the senior notes, together
with cash on hand and cash flows generated from operations, will provide
sufficient capital resources to service all debt obligations, fund the share
repurchase program and finance working capital, the new lower dividend and
capital expenditure requirements in the foreseeable future.

Capital Expenditures

Capital expenditures (excluding acquisitions) were $38.3 million during 1993.
The majority of the expenditures were for additional manufacturing equipment
and an additional production facility in the Electro-mechanical Group to
provide expanded production capacity. The 1993 capital spending level is
approximately 60% higher than 1992. The Company expects to continue its high
level of capital spending in 1994, with special emphasis on the Electro-
mechanical Group. The projected 1994 capital expenditures are approximately $37
million, of which $10 million has been rescheduled from 1993.

Acquisitions

On March 31, 1993, the Company purchased certain assets of Revere Aerospace
Inc., a United States subsidiary of Dobson Park Industries PLC, for
approximately $7 million in cash. Revere is a producer of thermocouple and
fiber optic cable assemblies. In 1992, the Company acquired a producer of small
electric

motors and injection-molded components, a United Kingdom industrial filtration
business, an instrument manufacturer located in Germany, and two small product
lines for a total of $11.7 million in cash. The motor company acquisition was a
factor in the Company's recent decision to form the Technical Motor Division in
the Electro-mechanical Group. These acquisitions have complemented the
Company's existing businesses and broadened its global marketing efforts.

ENVIRONMENTAL MATTERS

The Company is subject to environmental laws and regulations, as well as
stringent clean-up requirements, and has also been named a potentially
responsible party at several sites which are the subject of government-mandated
clean-ups. Provisions for environmental clean-up at these sites and other sites
were approximately $4.9 million in 1993 ($1.4 million in 1992). While it is not
possible to accurately quantify the potential financial impact of actions
regarding environmental matters, the Company believes that, based upon past
experience and current evaluations, the outcome of these actions is not likely
to have a material adverse effect on future results of operations of the
Company.

ACCOUNTING STANDARDS RECENTLY ADOPTED

In November 1992 the FASB issued Statement No. 112 relating to accounting for
postemployment benefits. In March 1993, Statement No. 115 relating to
accounting for marketable securities was issued. The Company has adopted both
of these Statements effective as of January 1, 1994. Adoption of these
accounting standards did not have a material effect on the Company's results of
operations.

IMPACT OF INFLATION

The Company attempts to minimize the impact of inflation through cost
reduction programs and by improving productivity. In addition, the Company uses
the LIFO method of accounting for inventories (whereby the cost of products
sold approximates current costs), and therefore, the impact of inflation is
substantially reflected in operating costs. In general, the Company believes
that programs are in place designed to monitor the impact of inflation and to
take necessary steps to minimize its effect on operations.

OUTLOOK

The Company is subject to economic uncertainties in its key markets around
the world. However, management believes that the Company will be strengthened
by the restructuring actions taken in 1993 and will benefit from its strategic
plan to build long-term shareholder value. Management believes that the
Company's global businesses and historically strong cash flow combine to
position the Company to deal effectively with these uncertainties.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
(ITEM 14(A) 1 AND 2)

PAGE
-----

FINANCIAL STATEMENTS
Report of Independent Auditors......................................... 18
Consolidated Statement of Income for the years ended December 31, 1993,
1992 and 1991......................................................... 19
Consolidated Balance Sheet at December 31, 1993 and 1992............... 20
Consolidated Statement of Cash Flows for the years ended December 31,
1993, 1992 and 1991................................................... 21
Notes to Consolidated Financial Statements............................. 22-33

FINANCIAL STATEMENT SCHEDULES

Schedules for each of the three years in the period ended December 31, 1993
(except where otherwise indicated):

I Marketable securities--Other investments at December 31, 1993.... 34
V Property, plant and equipment.................................... 35-36
VI Accumulated depreciation of property, plant and equipment........ 37
VIII Allowance for possible losses.................................... 38
IX Short-term borrowings............................................ 38
X Supplementary income statement information....................... 38

All other schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedules, or because the information is included in the consolidated financial
statements or notes thereto.

REPORT OF INDEPENDENT AUDITORS

We have audited the accompanying consolidated balance sheets of AMETEK, Inc.
as of December 31, 1993 and 1992, and the related consolidated statements of
income and cash flows for each of the three years in the period ended December
31, 1993. Our audits also included the financial statement schedules listed in
the Index at Item 8. These financial statements and schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of AMETEK, Inc. at December 31, 1993 and 1992, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1993, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedules,
when considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.

ERNST & YOUNG

Philadelphia, PA
February 9, 1994

AMETEK, INC.

CONSOLIDATED STATEMENT OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

YEAR ENDED DECEMBER 31,
-------------------------------------
1993 1992 1991
----------- ----------- -----------

Net sales............................... $ 732,195 $ 769,550 $ 715,099
----------- ----------- -----------
Expenses:
Cost of sales, excluding depreciation
(Note 2)............................. 582,001 583,357 546,479
Selling, general and administrative... 76,759 77,690 74,038
Depreciation.......................... 28,277 29,360 28,277
Resizing and restructuring charges
(Note 2)............................. 45,089 -- --
----------- ----------- -----------
732,126 690,407 648,794
----------- ----------- -----------
Operating income........................ 69 79,143 66,305
Other income (expenses):
Interest expense...................... (17,603) (19,721) (22,079)
Other, net (Note 11).................. 6,337 7,297 8,152
----------- ----------- -----------
Income (loss) before income taxes....... (11,197) 66,719 52,378
Provision for (benefit from) income
taxes (Note 8)......................... (3,865) 22,362 14,392
----------- ----------- -----------
Net income (loss)....................... $ (7,332) $ 44,357 $ 37,986
=========== =========== ===========
Earnings (loss) per share............... $ (.17) $ 1.01 $ .87
=========== =========== ===========
Average common shares outstanding....... 43,901,767 44,095,057 43,887,631
=========== =========== ===========

See accompanying notes.

AMETEK, INC.

CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)

DECEMBER 31,
------------------
1993 1992
-------- --------

ASSETS
Current assets:
Cash and cash equivalents (Notes 1 and 10)............... $ 40,468 $ 59,138
Marketable securities (Notes 1 and 10)................... 44,191 56,480
Receivables, less allowance for possible losses of $2,399
in 1993 and $2,392 in 1992.............................. 108,068 107,130
Inventories (Notes 1 and 4).............................. 91,894 91,043
Deferred income taxes (Note 8)........................... 13,346 8,350
Other current assets..................................... 4,100 5,684
-------- --------
Total current assets................................... 302,067 327,825
Property, plant and equipment, net (Note 4)................ 184,809 185,997
Other assets (Notes 4, 9 and 10)........................... 75,787 89,267
-------- --------
$562,663 $603,089
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable......................................... $ 54,374 $ 55,558
Income taxes (Note 8).................................... 11,136 8,333
Accrued liabilities (Note 4)............................. 87,851 53,980
Current portion of long-term debt........................ 14,543 19,749
-------- --------
Total current liabilities.............................. 167,904 137,620
Long-term debt (Notes 5, 10 and 12)........................ 172,429 187,173
Deferred income taxes and credits (Note 8)................. 27,948 42,731
Other long-term liabilities (Note 9)....................... 29,056 25,293
Stockholders' equity: (Notes 6 and 12)
Preferred stock, $1.00 par value, authorized: 5,000,000
shares; none issued..................................... -- --
Common stock, $1.00 par value, authorized: 100,000,000
shares; issued: 1993 and 1992--46,414,317 shares........ 46,414 46,414
Capital in excess of par value........................... 6,389 5,679
Retained earnings........................................ 161,297 193,724
-------- --------
214,100 245,817
Net unrealized losses.................................... (21,632) (16,429)
Less: Cost of shares held in treasury: 1993--2,774,672;
1992--2,199,672 shares.................................. (27,142) (19,116)
-------- --------
Total stockholders' equity............................. 165,326 210,272
-------- --------
$562,663 $603,089
======== ========

See accompanying notes.

AMETEK, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)

YEAR ENDED DECEMBER 31,
----------------------------
1993 1992 1991
-------- -------- --------

Cash provided by (used for):
Operating activities:
Net income (loss).............................. $ (7,332) $ 44,357 $ 37,986
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization................. 35,907 37,263 36,455
Deferred income taxes and credits............. (19,970) 1,814 2,850
Resizing, restructuring and other unusual
charges...................................... 50,898 -- --
Changes in operating working capital:
(Increase) decrease in receivables........... (633) 2,940 (11,754)
(Increase) decrease in inventories and other
current assets.............................. (1,035) 2,969 10,310
Increase (decrease) in payables, accruals and
income taxes................................ 8,704 (5,228) 11,374
Other......................................... (1,288) (5,529) (4,034)
-------- -------- --------
Total operating activities................... 65,251 78,586 83,187
-------- -------- --------
Investing activities:
Additions to property, plant and equipment..... (38,324) (23,990) (18,808)
Purchase of businesses and investments......... (16,585) (16,992) (25,526)
Decrease (increase) in marketable securities... 14,998 15,965 (40,118)
Proceeds from sale of investments.............. 7,795 12,806 9,778
Other.......................................... 244 781 (2,984)
-------- -------- --------
Total investing activities................... (31,872) (11,430) (77,658)
-------- -------- --------
Financing activities:
Cash dividends paid............................ (25,095) (29,991) (28,990)
Additional long-term borrowings................ -- 3,755 --
Repayment of long-term debt.................... (19,411) (20,041) (23,785)
Net change in short-term borrowings............ -- -- (5,608)
Purchase of treasury stock..................... (8,878) -- --
Proceeds from issuance of common stock......... 1,335 3,388 831
-------- -------- --------
Total financing activities................... (52,049) (42,889) (57,552)
-------- -------- --------
(Decrease) increase in cash and cash equivalents. (18,670) 24,267 (52,023)
Cash and cash equivalents:
Beginning of year.............................. 59,138 34,871 86,894
-------- -------- --------
End of year.................................... $ 40,468 $ 59,138 $ 34,871
======== ======== ========

See accompanying notes.

AMETEK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and
subsidiaries, after elimination of all significant intercompany transactions in
consolidation.

Cash Equivalents, Securities and Other Investments

All highly liquid investments with maturities of three months or less when
purchased are cash equivalents. Cash equivalents and fixed income marketable
securities (primarily U.S. Government securities), are carried at the lower of
cost or market. Marketable equity investments of an insurance subsidiary are
carried at market value, and unrealized gains and losses are recognized in
stockholders' equity. Other fixed income investments are carried at cost, which
approximates market.

Inventories

Inventories are stated at the lower of cost or market, cost being determined
principally by the last-in, first-out (LIFO) method of inventory valuation, and
market on the basis of the lower of replacement cost or estimated net proceeds
from sales. The excess of the first-in, first-out (FIFO) method over the LIFO
value was $29.4 million and $29.9 million at December 31, 1993 and 1992.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Expenditures for additions
to plant facilities, or which extend their useful lives, are capitalized. The
cost of tools, jigs and dies, and maintenance and repairs are charged to
operations as incurred. Depreciation of plant and equipment is calculated
principally on a straight-line basis over the estimated useful lives of the
related assets.

Research and Development

Company-funded research and development costs are charged to operations as
incurred and during the past three years were: 1993-$15.1 million, 1992-$14.7
million, and 1991-$12.1 million.

Foreign Currency Translation

Assets and liabilities of foreign operations are translated using exchange
rates in effect at the balance sheet date, and their operations are translated
using average exchange rates for the period.

Some transactions of the Company and its subsidiaries are made in currencies
other than their own. Gains and losses from these transactions (not material in
amount) are included in operating results for the period. Additionally, foreign
exchange contracts and foreign currency options are sometimes used to hedge
firm commitments for certain export sales transactions. Gains and losses from
these agreements are deferred and reflected as adjustments of the associated
export sales.

Earnings Per Share

Earnings per share are based on the average number of common shares
outstanding during the period. No material dilution of earnings per share would
result for the periods if it were assumed that all outstanding stock options
were exercised.

Reclassifications

Certain amounts in the prior years' financial statements and supporting
footnote disclosures have been reclassified to conform to the current year's
presentation.

AMETEK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

2. BUSINESS RESTRUCTURING AND OTHER UNUSUAL CHARGES

Results of operations for 1993 include charges of $45.1 million ($27.5
million after tax, or $.63 per share) for costs associated with resizing and
restructuring several of the Company's businesses and a charge of $9.8 million
($6 million after tax, or $.14 per share) for other unusual expenses. Most of
the charges were recorded in the fourth quarter of 1993. These charges were for
planned work force reductions and those which occurred in 1993 (including
certain pension-related costs) ($21.4 million); asset write-downs ($15.0
million); relocation of certain product lines and overall consolidation of the
Company's aerospace operations ($14.2 million); and other unusual expenses
($4.3 million). The resizing and restructuring charges primarily relate to the
unwillingness of the union at a Precision Instruments facility in Sellersville,
Pennsylvania to agree on wage and work rule concessions requested by the
Company necessary to make that operation competitive.

3. ACQUISITIONS

In March 1993, the Company purchased certain assets of Revere Aerospace Inc.,
a United States subsidiary of Dobson Park Industries PLC, United Kingdom, for
approximately $7 million in cash. Revere is a producer of thermocouple and
fiber optic cable assemblies.

In February 1992, the Company purchased the Tencal operations of Cambridge-
Lee Industries. Tencal is a producer of small electric motors and injection-
molded plastic components. In August 1992, the Company purchased the industrial
filtration operation of Eurofiltec, Ltd. Early in October 1992, the Company
purchased Debro Messtechnik GmbH, an instrument manufacturer located in
Germany. Also, during 1992, the Company acquired two product lines consisting
of silica fiber technology, and consumer filtration products. The cost of these
acquisitions was $11.7 million and the Company assumed $3.8 million in debt.

In April 1991, the Company purchased Jofra Instruments, a Danish producer of
temperature calibration equipment, and acquired the remaining 38% interest in
Elettromotori Crema, one of its Italian electric motor manufacturers. Also,
during 1991, the Company purchased product lines of consumer drinking water
filters and custom-shaped alloy wire. The aggregate cost of these acquisitions
was $10.5 million in cash and a two-year, 10% installment obligation of $4.5
million.

All of the above acquisitions have been accounted for by the purchase method
and, accordingly, the results of their operations are included from the
respective acquisition dates. The above acquisitions would not have had a
material effect on sales or earnings for 1993, 1992 or 1991 had they been made
at the beginning of the year prior to their acquisition.

AMETEK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

4. BALANCE SHEET INFORMATION

(IN THOUSANDS)
-----------------------
1993 1992
-----------------------

INVENTORIES
Finished goods and parts................................ $ 32,410 $ 35,064
Work in process......................................... 23,683 22,873
Raw materials and purchased parts....................... 35,801 33,106
---------- ----------
$ 91,894 $ 91,043
========== ==========
PROPERTY, PLANT AND EQUIPMENT
Land.................................................... $ 7,926 $ 7,799
Buildings............................................... 95,393 89,211
Machinery and equipment................................. 281,116 269,189
---------- ----------
384,435 366,199
Less accumulated depreciation........................... (199,626) (180,202)
---------- ----------
$ 184,809 $ 185,997
========== ==========
OTHER ASSETS
Intangibles, at cost:
Patents................................................ $ 28,083 $ 27,993
Excess of cost over net assets acquired................ 15,976 18,767
Other acquired intangibles............................. 40,284 39,127
Less accumulated amortization.......................... (46,358) (38,980)
---------- ----------
37,985 46,907
Investments............................................. 23,755 19,919
Other................................................... 14,047 22,441
---------- ----------
$ 75,787 $ 89,267
========== ==========

Patents are being amortized on a straight-line basis over 7 to 14 years. The ex-
cess of cost over net assets acquired is being amortized on a straight-line ba-
sis over 20 to 30 years. Other acquired intangibles are being amortized on a
straight-line basis over 2 to 30 years.

ACCRUED LIABILITIES
Accrued employee compensation and benefits.............. $ 19,109 $ 19,657
Resizing and restructuring.............................. 24,471 --
Accrued interest........................................ 4,928 5,744
Other................................................... 39,343 28,579
---------- ----------
$ 87,851 $ 53,980
========== ==========
5. LONG-TERM DEBT
At December 31, 1993 and 1992, long-term debt consisted of:

(IN THOUSANDS)
-----------------------
1993 1992
-----------------------

8.95% notes payable due 1995 to 2001...................... $ 93,500 $ 106,750
9.35% notes payable due 1995 to 2004...................... 75,000 75,000
Other, due in varying amounts to 2004..................... 3,929 5,423
---------- ----------
$ 172,429 $ 187,173
========== ==========

AMETEK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The annual future payments required by the terms of the long-term debt for
the following years are: 1995-$21.3 million; 1996-$21.3 million; 1997-$21.1
million; and 1998-$21.1 million. The Company's debt agreements contain
restrictions relating to total debt, working capital, dividends and capital
stock repurchases. At December 31, 1993, the Company was in compliance with
these restrictions. (See Note 12 "Other Matters.")

The Company has a revolving credit agreement with a group of banks providing
for up to $83 million effective until June 30, 1995. No borrowings are
outstanding under this agreement. The agreement provides for various interest
alternatives and a commitment fee on the unused portion of the credit line.
(See Note 12 "Other Matters.") In addition, the Company maintains lines of
credit in other currencies with various European banks in amounts equivalent to
$12.1 million, in the aggregate, at December 31, 1993.

At December 31, 1993, the Company was a party to a currency and interest rate
swap agreement related to debt (not material in amount), which matures in 1997,
of a European subsidiary.

6. STOCKHOLDERS' EQUITY

The Company has a Shareholder Rights Plan, under which the Board of Directors
declared a dividend of one Right for each share of Company common stock owned.
The Plan provides, under certain conditions involving acquisition of the
Company's common stock, that holders of Rights, except for the acquiring
entity, would be entitled (i) to purchase shares of preferred stock at a
specified exercise price, or (ii) to purchase shares of common stock of the
Company, or the acquiring company, having a value of twice the Rights exercise
price. The Rights under the Plan expire in 1999.

The Company provides, among other things, for restricted stock awards of
common stock to eligible employees and nonemployee directors of the Company at
such cost to the recipient as the Stock Incentive Plan Committee of the Board
of Directors may determine. These shares are issued subject to certain
conditions, and transfer and other restrictions as prescribed by the Plan. In
1993 and 1991, respectively, the Company awarded 20,000 shares and 100,000
shares of restricted common stock to certain directors under the Plan. No
restricted stock was awarded during 1992. Also, in 1991, a total of 68,272
shares of restricted common stock was awarded to certain executives of the
Company in accordance with a supplemental pension benefit arrangement. Upon
issuance of restricted stock, unearned compensation, equivalent to the excess
of the market value of the shares awarded over the price paid by the recipient
at the date of the grant, is charged to stockholders' equity and is amortized
to expense over the periods until the restrictions lapse. Amortization charged
to expense in 1993, 1992, and 1991 was not significant.

At December 31, 1993, 4,732,053 (5,442,993 in 1992) shares of common stock
were reserved under the Company's incentive and nonqualified stock option
plans. The options are exercisable at prices not less than market value on
dates of grant, and in installments over five- to seven-year periods from such
dates.

Information on options for 1993 follows:

PRICE RANGE SHARES
------------- ---------

Outstanding at beginning of year...................... $ 8.94-$16.50 2,116,289
Granted............................................... 13.13- 14.94 93,000
Exercised............................................. 11.69- 14.06 (136,973)
Cancelled............................................. 11.69- 15.75 (26,091)
---------
Outstanding at end of year (expiring from 1994 through
2000)................................................ $ 8.94-$16.50 2,046,225
============= =========
Exercisable at end of year............................ $ 8.94-$16.50 1,344,215
============= =========

AMETEK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Options on 259,486 shares were exercised in 1992 and no options were
exercised in 1991.

The Company also has outstanding 293,502 stock appreciation rights
exercisable for cash and/or shares of the Company's common stock when the
related option is exercised. Subject to certain limitations, each right relates
to the excess of the market value of the Company's stock over the exercise
price of the related option. Charges and credits, immaterial in amount, are
made to income for these rights and certain related options.

Changes in stockholders' equity are summarized below (In thousands):

COMMON CAPITAL IN NET
STOCK, EXCESS OF RETAINED UNREALIZED TREASURY
$1 PAR VALUE PAR VALUE EARNINGS GAINS (LOSSES) STOCK
------------ ---------- -------- -------------- --------

BALANCE, DECEMBER 31,
1990................... $46,414 $3,598 $170,362 $ 1,498 $(22,460)
Employee savings plan
(59,000 shares)........ 236 494
Net income.............. 37,986
Cash dividends paid
($.66 per share)....... (28,990)
Currency translation.... 1,179
Restricted stock awards
(168,272 shares)....... 594 379
Adjustment of pension
liability in excess of
unrecognized prior
service cost, net of
deferred taxes......... 189
------- ------ -------- -------- --------
BALANCE, DECEMBER 31,
1991................... 46,414 4,428 179,358 2,866 (21,587)
Employee stock options
and savings plan
(255,151 shares)....... 1,251 2,137
Net income.............. 44,357
Cash dividends paid
($.68 per share)....... (29,991)
Currency translation.... (16,127)
Amortization of
restricted stock
awards................. 334
Adjustment of pension
liability in excess of
unrecognized prior
service cost, net of
deferred taxes......... (3,168)
------- ------ -------- -------- --------
BALANCE, DECEMBER 31,
1992................... 46,414 5,679 193,724 (16,429) (19,116)
Employee stock options
and savings plan
(88,400 shares)........ 571 744
Net loss................ (7,332)
Cash dividends paid
($.57 per share)....... (25,095)
Currency translation.... (7,958)
Restricted stock awards
(20,000 shares)........ 139 (119)
Amortization of
restricted stock
awards................. 227
Purchase of treasury
stock (683,400 shares). (8,878)
Appreciation in
marketable securities
and other financial
instruments, net of
deferred taxes......... 3,262
Adjustment of pension
liability in excess of
unrecognized prior
service cost, net of
deferred taxes......... (507)
------- ------ -------- -------- --------
BALANCE, DECEMBER 31,
1993................... $46,414 $6,389 $161,297 $(21,632) $(27,142)
======= ====== ======== ======== ========

AMETEK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

7. LEASES

Minimum aggregate rental commitments under noncancellable leases in effect at
December 31, 1993 (principally for real property, office space and equipment)
amounted to $4.9 million consisting of annual payments of $2.4 million due in
1994, $1.8 million in 1995 and decreasing amounts thereafter. Rental expense of
$5 million, $4 million and $4.1 million was charged to income in 1993, 1992 and
1991.

8. INCOME TAXES

In 1993, income before income taxes from foreign operations amounted to $6.7
million ($9.1 million in 1992 and $4.9 million in 1991).

The details of the provision for (benefit from) income taxes follow:

(IN THOUSANDS)
------------------------
1993 1992 1991
------- ------- -------

Federal.............................................. $(7,125) $16,357 $13,288
State................................................ (863) 1,327 2,547
Foreign.............................................. 4,123 4,678 (1,443)*
------- ------- -------
$(3,865) $22,362 $14,392
======= ======= =======

- - - --------
*Includes the favorable tax effect of combining certain foreign operations.

The provision for (benefit from) income taxes shown above includes a current
provision of $14,791, $20,435 and $14,284 and a deferred provision (benefit) of
$(18,656), $1,927 and $108 for 1993, 1992 and 1991.

Prior to January 1, 1992, the Company followed the provisions of SFAS No. 96,
Accounting for Income Taxes. Effective January 1, 1992, the Company adopted the
provisions of a new accounting standard for income taxes (SFAS No. 109). The
effect of adopting this standard was not material.

Significant components of the Company's deferred tax (asset) liability as of
December 31 are as follows:

(IN THOUSANDS)
-----------------
1993 1992
-------- -------

Current deferred tax assets:
Reserves not currently deductible......................... $(13,235) $(8,142)
Other..................................................... (111) (208)
-------- -------
Net current deferred tax asset.......................... (13,346) (8,350)
-------- -------
Long-term deferred tax (assets) liabilities:
Differences in basis of property and accelerated deprecia-
tion..................................................... 23,056 23,220
Purchased tax benefits.................................... 17,654 18,452
Reserves not currently deductible......................... (17,015) (3,763)
Other..................................................... 4,253 4,822
-------- -------
Net long-term deferred tax liability.................... 27,948 42,731
-------- -------
Net deferred tax liability.............................. $ 14,602 $34,381
======== =======

AMETEK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The effective rate of the provision for (benefit from) income taxes
reconciles to the statutory rate as follows:

1993 1992 1991
----- ---- ----

Statutory rate.............................................. (35.0)% 34.0% 34.0%
State income taxes, net of federal income tax benefit....... (5.0) 2.2 2.8
Foreign Sales Corporation and other tax credits............. (15.0) (2.4) (2.9)
Effect of foreign operations................................ 15.0 1.1 (6.8)
Effect of U.S. federal statutory tax rate increase
on prior years' deferred taxes............................. 5.9 -- --
Other....................................................... (0.4) (1.4) 0.4
----- ---- ----
(34.5)% 33.5% 27.5%
===== ==== ====

9. RETIREMENT AND PENSION PLANS

The Company maintains noncontributory defined benefit retirement and pension
plans, with benefits for eligible United States salaried and hourly employees
funded through trusts established in conjunction with these plans. Employees of
certain foreign operations participate in various local plans which in the
aggregate are not significant.

The Company also has nonqualified unfunded retirement plans for its directors
and certain retired employees, and contractual arrangements with certain
executives that provide for supplemental pension benefits in excess of those
provided by the Company's primary pension plan. Fifty percent of the projected
benefit obligation of the supplemental pension benefit arrangements with the
executives has been funded by grants of restricted shares of the Company's
common stock. The remaining 50% is unfunded. The Company is providing for these
arrangements by charges to earnings over the periods to age 65 of the
participants.

The Company's funding policy with respect to its qualified plans is to
contribute amounts determined annually on an actuarial basis that provides for
current and future benefits in accordance with funding requirements of federal
law and regulations. Assets of funded benefit plans are invested in a variety
of equity and debt instruments and in pooled temporary funds.

Net pension expense, excluding plan administrative expenses, consists of the
following components:

(IN THOUSANDS)
----------------------------
1993 1992 1991
-------- -------- --------

Service cost for benefits earned during the
period.......................................... $ 6,902 $ 6,601 $ 5,662
Interest cost on projected benefit obligation.... 14,374 13,106 12,108
Actual return on plan assets..................... (15,605) (14,452) (26,254)
Net amortization and deferrals................... 652 673 15,025
-------- -------- --------
Net pension expense.............................. $ 6,323 $ 5,928 $ 6,541
======== ======== ========

In addition to pension expense shown above, in 1993 the Company also recorded
a charge for curtailments of $7.6 million related to an hourly pension plan as
part of the resizing and restructuring of its general gauge and aerospace
operations (see Note 2).

The charge to income for all retirement and pension plans, including the 1993
curtailment provision, was $14.4 million in 1993, $6.7 million in 1992 and $7.2
million in 1991.

AMETEK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Net pension expense reflects an expected long-term rate of return on plan
assets of 9 1/2% for 1993, 1992 and 1991. The actual return has been adjusted
to defer gains or losses which differ from the expected return. The present
value of projected benefit obligations was determined using an assumed discount
rate of 7 1/4% for 1993, 8% for 1992 and 8 1/4% for 1991. The assumed rate of
compensation increase used in determining the present value of projected
benefit obligations was 5 1/2% for 1993 and 1992 and 6% for 1991.

For pension plans with accumulated benefits in excess of assets at December
31, 1993, the balance sheet reflects an additional long-term pension liability
of $11.0 million ($17.2 million--1992), a long-term intangible asset of $3.7
million ($10.8 million--1992), and a charge to stockholders' equity of $4.7
million ($4.2 million--1992 and $1.1 million--1991), net of a deferred tax
benefit, representing the excess of the additional long-term liability over
unrecognized prior service cost. No balance sheet recognition is given to
pension plans with assets in excess of accumulated benefits.

The Company provides limited postretirement benefits other than pensions to
certain retirees, and a small number of employees. These benefits are accounted
for on the accrual basis, thereby meeting accounting requirements of the new
accounting standard for postretirement benefits other than pensions.

The following table sets forth the funded status of the plans:

(IN THOUSANDS)
-----------------------------------------------
DECEMBER 31, 1993 DECEMBER 31, 1992
----------------------- -----------------------
ASSETS ACCUMULATED ASSETS ACCUMULATED
EXCEED BENEFITS EXCEED BENEFITS
ACCUMULATED EXCEED ACCUMULATED EXCEED
BENEFITS ASSETS BENEFITS ASSETS
----------- ----------- ----------- -----------

Actuarial present value of
benefit obligations:
Vested benefit obligation.... $113,823 $ 72,070 $ 95,563 $ 63,872
-------- -------- -------- --------
Accumulated benefit obliga-
tion........................ $117,875 $ 76,147 $ 98,433 $ 67,379
-------- -------- -------- --------
Projected benefit obligation. $136,340 $ 76,437 $113,988 $ 70,250
Plan assets at fair value...... 136,923 57,839 114,229 51,924
-------- -------- -------- --------
Plan assets in excess of (less
than) projected benefit
obligation.................... 583 (18,598) 241 (18,326)
Unrecognized prior service
cost.......................... 2,160 2,294 1,892 6,319
Unrecognized net loss.......... 9,214 8,275 11,518 8,350
Unrecognized net transition
(asset) obligation, net of am-
ortization.................... (5,433) 781 (6,637) 4,538
-------- -------- -------- --------
Prepaid (accrued) pension
expense....................... $ 6,524 $ (7,248) $ 7,014 $ 881
======== ======== ======== ========

10. FAIR VALUE OF FINANCIAL INSTRUMENTS

The recorded amount of cash, cash equivalents and marketable securities, and
a derivative equity instrument approximates fair value.

AMETEK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The estimated fair values of the Company's other financial instruments are
compared below to the recorded amounts at December 31:

ASSET (LIABILITY) (IN THOUSANDS)
-------------------------------------------
DECEMBER 31, 1993 DECEMBER 31, 1992
--------------------- ---------------------
RECORDED ESTIMATED RECORDED ESTIMATED
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
--------- ---------- --------- ----------

Other investments.................. $ 23,755 $ 28,000 $ 19,919 $ 23,000
Long-term debt (including current
portion).......................... (186,972) (208,000) (206,922) (212,000)
Forward currency and commodity
contracts......................... -- 1,600 -- 11,000

The fair values of securities and other investments are based on quoted
market value. The fair value of long-term debt is estimated based on borrowing
rates currently available to the Company for loans with similar terms and
maturities. The fair value of forward currency and commodity contracts (used
for hedging purposes) is based on quotes from brokers for comparable contracts.
See also Note 12.

11. ADDITIONAL INCOME STATEMENT AND CASH FLOW INFORMATION

Included in other income, net, is interest and other investment income of
$8.4 million, $8.6 million and $11.2 million for 1993, 1992 and 1991. Income
taxes paid in 1993, 1992 and 1991 were $13.8 million, $21.8 million, and $13.0
million. Cash paid for interest for each of the three years approximated
interest expense.

12. OTHER MATTERS

The Company is in the process of implementing a plan intended to enhance
shareholder value, announced in November 1993. The financial elements of the
plan involve the Company 1) completing an offering of $150 million in principal
amount of senior notes to the public, 2) borrowing $175 million under a
proposed $250 million secured credit agreement with a group of banks which will
replace an existing revolving credit agreement, 3) retiring existing debt
aggregating $185.4 million in principal amount for a payment equal to the
principal amount thereof plus a prepayment premium of approximately $13 million
(after tax), 4) repurchasing outstanding shares of its common stock for an
aggregate purchase price of up to $150 million and 5) reducing its quarterly
dividend rate on its common stock from $.17 per share to $.06 per share.

In contemplation of its repurchase of common stock, the Company has, from
time to time, entered into derivative instruments with a third party. Under the
terms of the derivative instruments, for a specific number of shares, the
Company is at risk for a decline in the market price of the Company's common
stock from the inception to the expiration date, at which time the instruments
will be settled in cash. As of December 31, 1993, the Company had entered into
derivative instruments which were measured by the movement in market value of
3,184,500 shares of common stock. At December 31, 1993, the Company has
recorded, in its equity, the effect of marking the derivative instruments to
market.

In February 1994, the Company settled all open derivative instruments for
approximately $330,000 (including those entered into in January 1994) and
entered into a new derivative instrument which will expire on May 31, 1994.
Under the new derivative instrument, the Company, prior to April 5, 1994, may
exercise an option to purchase 3,924,200 shares of its common stock from the
counterparty for $12.125 per share plus certain costs. If the option is not
exercised, the Company is at risk for a decline in the average market price, as
defined, of its common stock based upon 3,924,200 shares of common stock.

AMETEK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

13. SEGMENT AND GEOGRAPHIC INFORMATION

The Company classifies its operations into three business segments: Electro-
mechanical, Precision Instruments and Industrial Materials.

The Electro-mechanical Group produces motor-blower systems and injection-
molded components for manufacturers of floor care appliances, and fractional
horsepower motors and motor-blowers for computer, business machine, medical
equipment and high-efficiency heating equipment producers. Sales of fractional
horsepower electric motors and blowers represented 38% in 1993 (39% in 1992 and
35% in 1991) of the Company's consolidated net sales.

The Precision Instruments Group produces aircraft cockpit instruments and
displays, and pressure, temperature, flow and liquid level sensors for aircraft
and jet engine manufacturers and for airlines, as well as airborne electronics
systems to monitor and record flight and engine data. The group also produces
instruments and complete instrument panels for heavy truck builders, process
monitoring and display systems, combustion, gas analysis, moisture and
emissions monitoring systems, force and speed measuring instruments, air and
noise monitors, pressure and temperature calibrators and pressure-indicating
and digital manometers. The Precision Instruments Group has for many years been
a leading producer of the widely used mechanical pressure gauge.

The Industrial Materials Group produces high-temperature-resistant materials
and textiles, corrosion-resistant heat exchangers, tanks and piping for process
systems; ultralightweight foam sheet packaging material; drinking water filter
and treatment systems; industrial and commercial filters for other liquids;
replacement filter cartridges, liquid bag filters and multiple cartridge filter
housings, high-purity metals and alloys in powder, strip and wire form for
high-performance aircraft, automotive and electronics requirements; and
thermoplastic compounds and concentrates for automotive, appliance and
telecommunication applications.

AMETEK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

13. SEGMENT AND GEOGRAPHIC FINANCIAL INFORMATION

Business Segments

(IN THOUSANDS)
------------------------------------------------------------------
ELECTRO- PRECISION INDUSTRIAL TOTAL
MECHANICAL INSTRUMENTS MATERIALS CORPORATE CONSOLIDATED
---------- ----------- ------------ --------- ------------

Net sales(1) 1993 $280,732 $275,351 $176,112 $732,195
1992 309,556 297,025 162,969 769,550
1991 249,763 309,901 155,435 715,099
- - - -------------------------------------------------------------------------------------------------
Segment operating profit 1993 35,018 (30,643)(3) 18,284(4) $(33,856)(5) (11,197)
(loss) and consolidated 1992 49,912 28,045 22,096 (33,334)(5) 66,719
income (loss) before 1991 35,363 32,914 20,332 (36,231)(5) 52,378
income taxes(2)
- - - -------------------------------------------------------------------------------------------------
Identifiable assets 1993 164,826 150,122 103,941 143,774 562,663
1992 157,158 177,143 102,385 166,403 603,089
1991 169,173 189,164 101,240 152,896 612,473
- - - -------------------------------------------------------------------------------------------------
Additions to 1993 25,343 6,513 9,048 218 41,122
property, plant and 1992 20,706 7,417 5,170 236 33,529
equipment(6) 1991 11,735 6,917 5,969 82 24,703
- - - -------------------------------------------------------------------------------------------------
Depreciation and 1993 11,582 15,432 8,726 167 35,907
amortization 1992 12,107 15,979 8,976 201 37,263
1991 11,169 15,705 9,399 182 36,455
- - - -------------------------------------------------------------------------------------------------

Geographic Areas

INTERNATIONAL
---------------------------
UNITED CANADA, ASIA TOTAL
STATES EUROPE AND OTHER CORPORATE CONSOLIDATED
---------- ----------- ------------ --------- ------------

Net sales(1) 1993 $634,935 $ 96,030 $ 1,230 $732,195
1992 655,114 113,111 1,325 769,550
1991 614,890 98,378 1,831 715,099
- - - -------------------------------------------------------------------------------------------------
Income (loss) before
income taxes 1993 15,473 7,357 (171) $(33,856) (11,197)
1992 87,665 12,601 (213) (33,334) 66,719
1991 81,531 6,855 223 (36,231) 52,378
- - - -------------------------------------------------------------------------------------------------
Identifiable assets 1993 334,538 83,774 577 143,774 562,663
1992 342,226 93,580 880 166,403 603,089
1991 337,171 121,170 1,236 152,896 612,473
- - - -------------------------------------------------------------------------------------------------
United States export
sales(7) 1993 51,179 54,500 105,679
1992 65,132 54,171 119,303
1991 59,612 52,023 111,635
- - - -------------------------------------------------------------------------------------------------

(1) After elimination of intersegment sales and intercompany sales between
geographic areas, which are not significant in amount. Such sales are
generally priced based on prevailing market prices.
(2) Segment operating profit represents sales less all direct costs and
expenses (including certain administrative and other expenses) applicable
to each segment, but does not include interest expense.
(3) Reflects charges of $47.8 million for resizing and restructuring costs
associated with planned work force reductions and those which occurred in
1993, asset write-downs, relocation of product lines and the overall
consolidation of the Company's aerospace operations, and other unusual
charges.
(4) Reflects charge of $3.9 million primarily for asset write-downs.

AMETEK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(5) Includes unallocated administrative expenses, interest expense and net
other income and, in 1993, $2.8 million of restructuring and other unusual
charges.
(6) Includes $2.8 million in 1993, $9.5 million in 1992, and $5.9 million in
1991 from acquired businesses.
(7) Included in total United States sales above.

14. QUARTERLY FINANCIAL DATA (UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
------------------------------------------------
FIRST SECOND THIRD FOURTH TOTAL
QUARTER QUARTER QUARTER QUARTER YEAR
-------- -------- -------- -------- --------

1993
Net sales.................. $187,114 $186,820 $175,003 $183,258 $732,195
Operating income (loss).... $ 12,514 $ 12,629 $ 6,490 $(31,564)(a) $ 69
Net income (loss).......... $ 6,096 $ 6,222 $ 1,980 $(21,630)(a) $(7,332)
Earnings (loss) per share.. $ 0.14 $ 0.14 $ 0.05 $ (0.50)(a) $ (0.17)
Dividends paid per share... $ 0.17 $ 0.17 $ 0.17 $ 0.06 $ 0.57
Common stock trading
range:(b)
High...................... 17 1/2 17 1/2 14 1/8 14 1/8 17 1/2
Low....................... 14 1/4 12 7/8 12 5/8 10 5/8 10 5/8
1992
Net sales.................. $196,759 $195,323 $185,996 $191,472 $769,550
Operating income........... $ 21,460 $ 20,618 $ 18,017 $ 19,048 $ 79,143
Net income................. $ 11,261 $ 11,808 $ 10,708 $ 10,580 $ 44,357
Earnings per share......... $ 0.26 $ 0.26 $ 0.25 $ 0.24 $ 1.01
Dividends paid per share... $ 0.17 $ 0.17 $ 0.17 $ 0.17 $ 0.68
Common stock trading
range:(b)
High...................... 17 3/8 18 1/8 16 16 3/8 18 1/8
Low....................... 13 1/8 15 1/8 14 5/8 13 7/8 13 1/8

- - - --------
(a) Includes pre-tax charges of $46.9 million ($28.6 million after tax or $.66
per share) for restructuring and other unusual items.
(b) Trading ranges are based on the New York Stock Exchange composite tape.

AMETEK, INC.

SCHEDULE I--MARKETABLE SECURITIES--OTHER INVESTMENTS

DECEMBER 31, 1993

(IN THOUSANDS)

AMOUNT AT
PRINCIPAL WHICH CARRIED
AMOUNT COST IN BALANCE SHEET
--------- ------- ----------------

MARKETABLE SECURITIES:
United States Government.................. $27,750 $27,454 $27,778
Common Stock Held by Captive Insurance
Subsidiary............................... 13,640 16,413
------- -------
$41,094 $44,191(A)
======= =======
OTHER INVESTMENTS:
U.S. and Eurodollar Bonds and Debentures.. $10,154 $ 9,640 $ 9,808(B)
Equity Investments........................ 13,947 13,947(C)
------- -------
$23,587 $23,755
======= =======

- - - --------
(A) Market value approximates carrying value.
(B) Market value approximates $10.9 million.
(C) Market value approximates $17.5 million.

AMETEK, INC.

SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT

YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

(IN THOUSANDS)

SALES OR
BALANCE AT RETIREMENTS BALANCE AT
CLASSIFICATION BEGINNING OF YEAR ADDITIONS AND OTHER (A) END OF YEAR
-------------- ----------------- --------- ------------- -----------

1993:
Buildings:
Buildings............. $ 78,427 $ 6,069 $ 3,566 $ 80,930
Improvements on land
and leasehold........ 9,481 790 63 10,208
Construction in
process.............. 1,303 2,952 -- 4,255
-------- ------- ------- --------
89,211 9,811 3,629 95,393
-------- ------- ------- --------
Machinery and
equipment:
Machinery and
equipment............ 230,023 20,024 13,847 236,200
Delivery equipment and
automobiles.......... 1,087 446 494 1,039
Furniture and
fixtures............. 26,047 3,729 2,770 27,006
Construction in
process.............. 12,032 6,778 1,939 16,871
-------- ------- ------- --------
269,189 30,977 19,050 281,116
-------- ------- ------- --------
Land................... 7,799 334 207 7,926
-------- ------- ------- --------
$366,199 $41,122(B) $22,886 $384,435
======== ======= ======= ========
1992:
Buildings:
Buildings............. $ 75,791 $ 6,272 $ 3,636 $ 78,427
Improvements on land
and leasehold........ 8,788 711 18 9,481
Construction in
process.............. 261 1,044 2 1,303
-------- ------- ------- --------
84,840 8,027 3,656 89,211
-------- ------- ------- --------
Machinery and
equipment:
Machinery and
equipment............ 227,117 16,312 13,406 230,023
Delivery equipment and
automobiles.......... 826 393 132 1,087
Furniture and
fixtures............. 22,828 4,748 1,529 26,047
Construction in
process.............. 9,458 2,595 21 12,032
-------- ------- ------- --------
260,229 24,048 15,088 269,189
-------- ------- ------- --------
Land................... 6,793 1,454 448 7,799
-------- ------- ------- --------
$351,862 $33,529(B) $19,192 $366,199
======== ======= ======= ========

Schedule V continues on next page.

- - - --------
See notes to Schedule V and VI on next page.

AMETEK, INC.

SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

(IN THOUSANDS)

SALES OR
BALANCE AT RETIREMENTS BALANCE AT
CLASSIFICATION BEGINNING OF YEAR ADDITIONS AND OTHER(A) END OF YEAR
-------------- ----------------- --------- ------------ -----------

1991:
Buildings:
Buildings............. $ 67,877 $ 8,603 $ 689 $ 75,791
Improvements on land
and leasehold........ 7,424 1,408 44 8,788
Construction in
process.............. 4,255 (3,993) 1 261
-------- ------- ------ --------
79,556 6,018 734 84,840
-------- ------- ------ --------
Machinery and
equipment:
Machinery and
equipment............ 215,913 14,766 3,562 227,117
Delivery equipment and
automobiles.......... 537 425 136 826
Furniture and
fixtures............. 18,789 4,200 161 22,828
Construction in
process.............. 10,242 (766) 18 9,458
-------- ------- ------ --------
245,481 18,625 3,877 260,229
-------- ------- ------ --------
Land................... 7,140 60 407 6,793
-------- ------- ------ --------
$332,177 $24,703(B) $5,018 $351,862
======== ======= ====== ========

Depreciation of property, plant and equipment is determined principally on a
straight-line basis over the estimated useful lives of the assets.

The annual ranges of depreciation rates for the above periods were:

Buildings and improvements................................. 2 1/2% to 15%
Machinery and equipment.................................... 10% to 33 1/3%

- - - --------
Notes to Schedules V and VI
(A) Other includes foreign currency translation gains (losses) for 1993, 1992
and 1991 of $(8,063), $(16,659) and $(516) for property, plant and
equipment, and $(3,059), $(4,583) and $399 for accumulated depreciation of
property, plant and equipment. Also in 1993, includes $7,782 for asset
write-downs in connection with restructuring and other unusual operating
activities.
(B) Includes $2,798, $9,539 and $5,895 in connection with businesses acquired
in 1993, 1992 and 1991, respectively.

AMETEK, INC.

SCHEDULE VI--ACCUMULATED DEPRECIATION OF

PROPERTY, PLANT AND EQUIPMENT

YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

(IN THOUSANDS)

PROVISIONS SALES OR
BALANCE AT CHARGED TO RETIREMENTS BALANCE AT
CLASSIFICATION BEGINNING OF YEAR INCOME AND OTHER (A) END OF YEAR
-------------- ----------------- ---------- ------------- -----------

1993:
Buildings:
Buildings............. $ 27,131 $ 2,434 $ 508 $ 29,057
Improvements on land
and leasehold........ 4,087 945 45 4,987
-------- ------- ------ --------
31,218 3,379 553 34,044
-------- ------- ------ --------
Machinery and equip-
ment:
Machinery and equip-
ment................. 132,367 21,140 5,633 147,874
Delivery equipment and
automobiles.......... 640 135 208 567
Furniture and fix-
tures................ 15,977 3,623 2,459 17,141
-------- ------- ------ --------
148,984 24,898 8,300 165,582
-------- ------- ------ --------
$180,202 $28,277 $8,853 $199,626
======== ======= ====== ========
1992:
Buildings:
Buildings............. $ 24,603 $ 2,881 $ 353 $ 27,131
Improvements on land
and leasehold........ 3,221 878 12 4,087
-------- ------- ------ --------
27,824 3,759 365 31,218
-------- ------- ------ --------
Machinery and equip-
ment:
Machinery and equip-
ment................. 116,638 20,891 5,162 132,367
Delivery equipment and
automobiles.......... 507 351 218 640
Furniture and fix-
tures................ 12,781 4,359 1,163 15,977
-------- ------- ------ --------
129,926 25,601 6,543 148,984
-------- ------- ------ --------
$157,750 $29,360 $6,908 $180,202
======== ======= ====== ========
1991:
Buildings:
Buildings............. $ 22,124 $ 2,610 $ 131 $ 24,603
Improvements on land
and leasehold........ 2,388 880 47 3,221
-------- ------- ------ --------
24,512 3,490 178 27,824
-------- ------- ------ --------
Machinery and equip-
ment:
Machinery and equip-
ment................. 97,576 20,807 1,745 116,638
Delivery equipment and
automobiles.......... 276 250 19 507
Furniture and fix-
tures................ 9,108 3,730 57 12,781
-------- ------- ------ --------
106,960 24,787 1,821 129,926
-------- ------- ------ --------
$131,472 $28,277 $1,999 $157,750
======== ======= ====== ========

- - - --------
See notes to Schedules V and VI on prior page.

AMETEK, INC.

SCHEDULE VIII--ALLOWANCE FOR POSSIBLE LOSSES

YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

(IN THOUSANDS)

1993 1992 1991
----------- ----------- -----------

Allowance for possible losses on
accounts and notes receivable:
Balance at beginning of year......... $ 2,392 $ 2,451 $ 2,079
Additions charged to expense......... 1,320 1,308 908
Recoveries credited to allowance..... 113 25 158
Write-offs........................... (1,337) (888) (716)
Currency translation adjustment...... (89) (504) 22
----------- ----------- -----------
Balance at end of year............... $ 2,399 $ 2,392 $ 2,451
=========== =========== ===========

SCHEDULE IX--SHORT-TERM BORROWINGS

YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991

(DOLLARS IN THOUSANDS)

1993 1992 1991
----------- ----------- -----------

Notes payable to banks at December 31.. -- -- --
Weighted average interest rate at
December 31........................... -- -- --
Maximum amount outstanding at any
month-end............................. -- -- $ 5,333
Average amount outstanding during the
year(A)............................... -- -- $ 2,990
Weighted average interest rate for the
year (B).............................. -- -- 12.97%
- - - --------
(A) Computed by dividing the total of the daily balances outstanding by 360.
(B) Computed by dividing the interest expense on short-term borrowings by the
average amount outstanding during the year.

SCHEDULE X--SUPPLEMENTARY INCOME STATEMENT INFORMATION

YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

(IN THOUSANDS)

CHARGED TO COSTS AND EXPENSES (A)
-------------------------------------
1993 1992 1991
----------- ----------- -----------

Maintenance and repairs................ $ 15,865 $ 15,455 $ 14,490
=========== =========== ===========

- - - --------
(A) Royalties, advertising expenses and taxes other than payroll and income
taxes do not exceed one percent of consolidated net sales and, accordingly,
are not included herein.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information with respect to Directors of the Company is incorporated herein
by reference to the Company's definitive Proxy Statement to be filed with the
Securities and Exchange Commission (the "Commission") not later than 120 days
after the close of the fiscal year ended December 31, 1993, under the caption
"Information as to Nominees for Election of Directors". Information with
respect to Executive Officers of the Company appears under Part I hereof.

ITEMS 11, 12 AND 13.

The information required by Item 11, Executive Compensation, by Item 12,
Security Ownership of Certain Beneficial Owners and Management, and by Item 13,
Certain Relationships and Related Transactions, is incorporated herein by
reference to the Company's definitive Proxy Statement to be filed with the
Commission not later than 120 days after the close of the fiscal year ended
December 31, 1993, under the headings "Executive Compensation", "Stock
Ownership" and "Certain Relationships and Related Transactions".

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) Financial Statements, Financial Statement Schedules and Exhibits filed.

1. and 2.

Financial statements and schedules are shown in the index on page 17
of this report.

3. Exhibits

Exhibits are shown in the index on page 41 of this report.

(b) Reports on Form 8-K

During the quarter ended December 31, 1993 and through the date of this
report, the following reports on Form 8-K were filed:

. Report dated November 17, 1993, under Item 5 regarding the Company's
announcement of its strategic plan to restructure certain businesses,
refinance existing debt, and reduce its common stock dividend.

. Report dated February 10, 1994, under Item 5 regarding the Company's
announcement of its 1993 results of operations.

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

Ametek, Inc.

Dated: March 24, 1994 By /s/ Walter E. Blankley
----------------------------------
WALTER E. BLANKLEY, CHAIRMAN OF
THE BOARD AND CHIEF EXECUTIVE
OFFICER

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Walter E. Blankley Chairman of the March 24, 1994
- - - ------------------------------------- Board and Chief
WALTER E. BLANKLEY Executive Officer
(Principal
Executive Officer)

/s/ Roger K. Derr Executive Vice March 24, 1994
- - - ------------------------------------- President--Chief
ROGER K. DERR Operating Officer

/s/ Allan Kornfeld Executive Vice March 24, 1994
- - - ------------------------------------- President-- Chief
ALLAN KORNFELD Financial Officer
(Principal
Financial Officer)

/s/ John J. Molinelli Vice President and March 24, 1994
- - - ------------------------------------- Comptroller
JOHN J. MOLINELLI (Principal
Accounting Officer)

/s/ Lewis G. Cole Director March 24, 1994
- - - -------------------------------------
LEWIS G. COLE

/s/ Helmut N. Friedlaender Director March 24, 1994
- - - -------------------------------------
HELMUT N. FRIEDLAENDER

/s/ Sheldon S. Gordon Director March 24, 1994
- - - -------------------------------------
SHELDON S. GORDON

/s/ Charles D. Klein
- - - ------------------------------------- Director March 24, 1994
CHARLES D. KLEIN

/s/ David P. Steinmann Director March 24, 1994
- - - -------------------------------------
DAVID P. STEINMANN

/s/ Elizabeth R. Varet Director March 24, 1994
- - - -------------------------------------
ELIZABETH R. VARET

INDEX TO EXHIBITS
(ITEM 14(A) 3)

INCORPORATED FILED WITH
EXHIBIT HEREIN BY ELECTRONIC
NUMBER DESCRIPTION REFERENCE TO SUBMISSION
------- ----------- ------------ ----------

3.1 Composite Certificate of Exhibit (3)a) to 1987
Incorporation of AMETEK, Inc. 10-K, SEC File No.
1-168.
3.2 By-laws of the Company. Exhibit (3)b) to 1987
10-K.
4.1 Revolving Credit and Term Loan Exhibit 4.6 to 1991
Agreement, as restated and amended 10-K, SEC File No.
to July 1, 1991, between the 1-168.
Company and the Banks named in
Exhibit A thereto.
4.2 Note Purchase Agreement, dated as Exhibit (4)a) to
of September 1, 1986, between the September 30, 1986
Company and the Purchasers named 10-Q, SEC File No.
in Schedule I thereto. 1-168.
4.3 Amendment to September 1, 1986 Exhibit (4)b) to
Note Purchase Agreement between September 30, 1989
the Company and the Purchasers 10-Q, SEC File No.
named in Schedule I thereto. 1-168.
4.4 Rights Agreement, dated July 26, Exhibit 4 to Form 8-K
1989, between the Company and the dated July 28, 1989,
Chase Manhattan Bank, N.A. (the SEC File No. 1-168.
"Rights Agreement").
4.5 Amendment No. 1 to the Rights Exhibit 4.5 to 1992
Agreement. 10-K, SEC File No.
1-168.
4.6 Certificate of Designation, Exhibit (4b) to June
Preferences and Rights of Series A 30, 1989 10-Q, SEC
Junior Participating Preferred File No. 1-168.
Stock.
4.7 Note Purchase Agreement, dated as Exhibit (4)a) to
of September 1, 1989, between the September 30, 1989
Company and the Purchasers named 10-Q.
in Schedule I thereto.
10.1 The 1991 Stock Incentive Plan of Annex A to 1991 Proxy
AMETEK, Inc. (the "1991 Plan").* Statement, SEC File
No. 1-168.
10.2 Amendment No. 1 to the 1991 Plan.* X
10.3 The 1987 Employees' Non-Qualified Annex B to 1991 Proxy
Stock Option and Stock Statement.
Appreciation Rights Plan (the
"1987 Plan").*
10.4 Amendment No. 1 to the 1987 Plan.* X
10.5 The 1983 Employees' Incentive X
Stock Option Plan (the "1983
Plan").*
10.6 Amendment No. 1 to the 1983 Plan.* Exhibit (19)a) to
September 30, 1987
10-Q, SEC File No.
1-168.

INDEX TO EXHIBITS
(ITEM 14(A)3)

INCORPORATED FILED WITH
EXHIBIT HEREIN BY ELECTRONIC
NUMBER DESCRIPTION REFERENCE TO SUBMISSION
------- ----------- ------------ ----------

10.7 Amendment No. 2 to the 1983 Plan.* Exhibit (10)e) to
1987 10-K.
10.8 Amendment No. 3 to the 1983 Plan.* Exhibit (10)h) to
1989 10-K, SEC File
No. 1-168.
10.9 Amendment No. 4 to the 1983 Plan.* X
10.10 The 1981 Employees' Non-Qualified Exhibit 10.7 to 1991
Stock Option and Stock 10-K.
Appreciation Rights Plan (the
"1981 Plan").*
10.11 Amendment No. 1 to the 1981 Plan.* Exhibit (10)g) to
1987 10-K.
10.12 Amendment No. 2 to the 1981 Plan.* Exhibit (10)k) to
1989 10-K.
10.13 Amendment No. 3 to the 1981 Plan.* Exhibit (10)i) to
1988 10-K, SEC File
No. 1-168.
10.14 Amendment No. 4 to the 1981 Plan.* X
10.15 Employees' Retirement Plan of X
AMETEK, Inc., as restated January
1, 1989 and amended to December
31, 1993.*
10.16 AMETEK, Inc. Retirement Plan for X
Directors, dated April 28, 1983
(the "Directors Plan").*
10.17 Amendment to the Directors Plan.* Exhibit (10)o) to
1984 10-K, SEC File
No. 1-168.
10.18 Second Amendment to the Directors Exhibit (10)m) to
Plan.* 1986 10-K, SEC File
No. 1-168.
10.19 Third Amendment to the Directors Exhibit (10)v) to
Plan.* 1987 10-K.
10.20 AMETEK, Inc. Death Benefit Program Exhibit (10)y) to
for Directors, pursuant to which 1987 10-K.
the Company has entered into
agreements, restated January 1,
1987, with certain directors and
one former director of the Company
(the "Directors Program").*
10.21 Amendment No. 1 to the Directors Exhibit (10)z) to
Program.* 1987 10-K.
10.22 The AMETEK Savings and Investment Exhibit 10.31 to 1992
Plan, as restated and amended to 10-K.
October 1, 1992 (the "Savings
Plan").*
10.23 Amendment No. 1 to the Savings X
Plan.*
10.24 Reorganization and Distribution Exhibit (2) to Form
Agreement by and between the 8-K dated November
Company and Ketema, Inc. (the 30, 1988, SEC File No
"Reorganization and Distribution 1-168.
Agreement").

INDEX TO EXHIBITS
(ITEM 14(A)3)

INCORPORATED FILED WITH
EXHIBIT HEREIN BY ELECTRONIC
NUMBER DESCRIPTION REFERENCE TO SUBMISSION
------- ----------- ------------ ----------

10.25 Agreements between the Company and Exhibit 10.56 to 1991
Ketema, Inc. amending certain 10-K.
provisions of the Reorganization
and Distribution Agreement.
10.26 Benefits Agreement by and between Exhibit (10)ss) to
the Company and Ketema, Inc. 1988 10-K.
10.27 Tax Agreement by and between the Exhibit (10)tt) to
Company and Ketema, Inc. 1988 10-K.
10.28 Support Services Agreement by and Exhibit (10)uu) to
between the Company and Ketema, 1988 10-K.
Inc.
10.29 Form of Severance Benefit Exhibit (10)ww) to
Agreement between the Company and 1989 10-K.
certain executives of the
Company.*
10.30 Form of Restricted Stock Agreement Exhibit 10.59 to 1991
between the Company and certain 10-K.
directors of the Company, dated as
of February 27, 1991.*
10.31 Form of Restricted Stock Agreement Exhibit 10.60 to 1991
between the Company and certain 10-K.
executives of the Company, dated
as of May 21, 1991.*
10.32 Form of Supplemental Retirement Exhibit 10.61 to 1991
Benefit Agreement between the 10-K.
Company and certain executives of
the Company, dated as of May 21,
1991.*
10.33 Supplemental Senior Executive Exhibit 10.41 to 1992
Death Benefit Plan, effective as 10-K.
of January 1, 1992 (the "Senior
Executive Plan").*
10.34 Amendment No. 1 to the Senior Exhibit 10.42 to 1992
Executive Plan.* 10-K.
10.35 Senior Executive Split Dollar Exhibit 10.43 to 1992
Death Benefit Plan, dated as of 10-K.
December 15, 1992.*
10.36 Credit Agreement among the X
Company, Various Lending
Institutions, Bank of Montreal,
Corestates Bank, N.A., and PNC
Bank, National Association, as Co-
Agents, and the Chase Manhattan
Bank, N.A., as Administrative
Agent.
21 Subsidiaries of the Registrant. X
(See page 44 of this report.)
23 Consent of Independent Auditors. X
(See page 45 of this report.)
99 Letter to the holders of the Exhibit (21) to June
Company's Common Stock, dated July 30, 1989 10-Q.
31, 1989 (including Summary of
Rights).

- - - --------
* Management contract or compensatory plan required to be filed pursuant to
Item 601 of Regulation S-K.

EXHIBIT 21

SUBSIDIARIES OF AMETEK, INC.

STATE OR OTHER PERCENTAGE OF
JURISDICTION OF VOTING SECURITIES
NAME OF SUBSIDIARY INCORPORATION OR OWNED BY ITS
AND NAME UNDER WHICH IT DOES BUSINESS ORGANIZATION IMMEDIATE PARENT*
------------------------------------- ------------------- -----------------

AmeSpace, Inc. ......................... Delaware 100%
AMETEK Aerospace Products Inc. ........ Delaware 100%
AMETEK (Bermuda) Ltd. .................. Bermuda 100%
AMETEK (Canada) Inc. ................... Canada 100%
AMETEK Denmark A/S...................... Denmark 100%
AMETEK (FSC), Inc. ..................... U.S. Virgin Islands 100%
AMETEK, G.m.b.H. ....................... Germany 100%
AMETEK Debro Messtechnik, G.m.b.H. .... Germany 100%
AMETEK IMTSA, S.A. de C.V. ............. Mexico 100%
AMETEK (Italia) S.r.l. ................. Italy 100%
AMETEK (Japan) Ltd. .................... Delaware 100%
AMETEK Mexicana, S.A. .................. Mexico 100%
EMA Corp. .............................. Delaware 100%
AMETEK Holdings B.V. .................. Netherlands 100%
AMETEK Hong Kong...................... Hong Kong 99%
AMETEK Singapore Private Ltd. ........ Singapore 100%
WEBAK B.V. ............................ Netherlands 100%
Panalarm Ltd. .......................... England 100%
AMETEK Filters Ltd. ................... England 100%

- - - --------
* Exclusive of directors' qualifying shares and shares held by nominees as
required by the laws of the jurisdiction of incorporation.

EXHIBIT 23

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements
(Forms S-8 Registration Nos. 33-40223 and 2-97434) pertaining to the Stock
Incentive Plan, Employees' Stock Incentive Plan, Employees' Incentive Stock
Option Plan, and Employees' Non-Qualified Stock Option and Stock Appreciation
Rights Plan of AMETEK, Inc., and to The AMETEK Savings and Investment Plan,
respectively, and in the related Prospectuses, of our report dated February 9,
1994, with respect to the financial statements and schedules of AMETEK, Inc.
included in the Annual Report (Form 10-K) for the year ended December 31, 1993.

Ernst & Young

Philadelphia, PA
March 24, 1994