Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KLEIN CHARLES D
   2. Issuer Name and Ticker or Trading Symbol
AMETEK INC/ [AME] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
AMERICAN SECURITIES LLC, 299 PARK AVENUE, 34TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
05/08/2014
(Street)

NEW YORK, NY 10171		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/08/2014   A(1)   1,100 A $ 53.13 201,221 D  
Common Stock 05/09/2014   S   15,000 D $ 52.8885 (2) 186,221 D  
Common Stock               5,000 I By Trust (3)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 53.13 05/08/2014   A   3,740     (4) 05/07/2021 Common Stock 3,740 $ 0 3,740 D  
Stock Option $ 21.6               (5) 04/22/2015 Common Stock 8,167   8,167 D  
Stock Option $ 14.5378               (6) 04/22/2016 Common Stock 8,820   8,820 D  
Stock Option $ 19.5867               (7) 04/28/2017 Common Stock 7,582   7,582 D  
Stock Option $ 29.8267               (8) 05/02/2018 Common Stock 4,050   4,050 D  
Stock Option $ 34.0467               (9) 04/30/2019 Common Stock 4,725   4,725 D  
Stock Option $ 30.74               (10) 07/25/2019 Common Stock 1,570   1,570 D  
Stock Option $ 41.74               (11) 05/07/2020 Common Stock 5,190   5,190 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KLEIN CHARLES D
AMERICAN SECURITIES LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY 10171		   X      

Signatures

 /s/Kathryn E. Sena, attorney-in-fact for Mr. Klein   05/09/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Constitutes restricted stock issued under the AMETEK, Inc. 2007 Omnibus Incentive Compensation Plan.
(2) The shares were sold at prices ranging from $52.865 to $52.905 per share. Upon request by the SEC staff, the issuer, or any security holder of the issuer, the reporting person will provide information regarding the number of shares sold at each separate price.
(3) This trust is a charitable remainder trust of which the reporting person and his spouse are two of the co-trustees and of which his wife is a beneficiary. The reporting person continues to report beneficial ownership of all of the AMETEK Common Stock held by the trust but disclaims beneficial ownership except to the extent of his wife's pecuniary interest therein.
(4) The stock options will become exercisable in four equal annual installments beginning on May 8, 2015.
(5) The stock options will become exercisable in four equal annual installments beginning on April 23, 2009.
(6) The stock options will become exercisable in four equal annual installments beginning on April 23, 2010.
(7) The stock options will become exercisable in four equal annual installments beginning on April 29, 2011.
(8) The stock options will become exercisable in four equal installments beginning on May 3, 2012.
(9) The stock options will become exercisable in four equal installments beginning on May 1, 2013.
(10) The stock options will become exercisable in four equal annual installments beginning on July 26, 2013.
(11) The stock options will become exercisable in four equal annual installments beginning on May 8, 2014.

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