FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549
-----------------------

(Mark One)

X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- -----                                                              
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                  March 31, 1996
-------------------------------------------------

OR

_____   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________ to _______________________

Commission file number 1-168

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

DELAWARE                                     13-4923320
- --------------------------------------------------------------------------------
(State or other jurisdiction of                     (I.R.S. Employer    
incorporation or organization)                      Identification No.)

Station Square, Paoli, Pennsylvania   19301
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code   610-647-2121
----------------

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 _____
-----          

The number of shares of the issuer's common stock outstanding as of the
latest practicable date was:

Common Stock, $.01 Par Value, outstanding at April 30, 1996 was 32,690,303
shares.

PART I. FINANCIAL INFORMATION
-----------------------------

Item 1.  Financial Statements
- -----------------------------

AMETEK, INC.
------------
CONSOLIDATED STATEMENT OF INCOME
--------------------------------
(Unaudited)
(Dollars in thousands except per-share amounts)

Three months ended March 31,    
---------------------------------     
1996                1995
-------------       -------------    

Net sales                                                                 $   227,633         $   211,527  
-------------       -------------      

Expenses:                                                                                                       
Cost of sales (excluding depreciation)                                      177,213             162,847        
Selling, general & administrative                                            19,914              20,193        
Depreciation                                                                  7,032               6,981        
-------------       -------------       
Total expenses                                                            204,159             190,021        
-------------       -------------       

Operating income                                                               23,474              21,506        

Other income (expenses):                                                                                         
Interest expense                                                             (4,837)             (5,032)       
Other, net                                                                      544                 540        
-------------       -------------       
Income from continuing operations                                                                                
before income taxes                                                          19,181              17,014       
Provision for income taxes                                                      6,965               6,865       
-------------       -------------      

Income from continuing operations                                              12,216              10,149       
Income from discontinued operations, net of taxes                                   -                 513       
-------------       -------------      

Net income                                                                $    12,216         $    10,662       
=============       =============      

Earnings per share:                                                                                             
Income from continuing operations                                       $      0.37         $      0.30       

Income from discontinued operations                                               -                0.01       
-------------       -------------      

Net income                                                              $      0.37         $      0.31        
=============       =============       

Cash dividends paid per share                                             $      0.06         $      0.06        
=============       =============       

Average common shares outstanding                                          32,783,106          34,244,298        
=============       ============= 

See accompanying notes.

2

AMETEK, INC.
------------   

CONDENSED CONSOLIDATED BALANCE SHEET
------------------------------------
(Dollars in thousands)

March 31,     December 31,
1996            1995
------------   -------------
(Unaudited)

ASSETS                                                           
- ------                                                                 
Current assets:                                                  
Cash and cash equivalents                              $3,285          $7,011
Marketable securities                                   6,867           5,694
Receivables, less allowance for possible losses       143,334         118,782
Inventories                                           101,898         101,515
Deferred income taxes                                  12,579          11,825
Other current assets                                    6,075           4,518
------------   -------------
Total current assets                                274,038         249,345
------------   -------------

Property, plant and equipment                           415,948         408,050
Less accumulated depreciation                        (238,548)       (231,212)
------------   -------------
177,400         176,838
------------   -------------

Intangibles, investments and other assets                98,178         100,562
------------   -------------

Total assets                                       $549,616        $526,745
============   =============

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------

Current liabilities:
Short-term borrowings and current
portion of long-term debt                            $68,496         $56,374 
Accounts payable                                       73,356          76,569
Accruals                                               84,984          77,733
------------   -------------
Total current liabilities                           226,836         210,676

Long-term debt                                          150,409         150,430

Deferred income taxes                                    32,390          31,927

Other long-term liabilities                              45,918          46,653 

Stockholders' equity                                     94,063          87,059
------------   -------------
Total liabilities and stockholders' equity         $549,616        $526,745 
============   =============

See accompanying notes.

3

AMETEK, INC.
------------

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
----------------------------------------------
(Unaudited)
(Dollars in thousands)

Three months ended March 31,
------------------------------
1996          1995 (a)
-------------    -------------

Cash provided by (used for):                                       

Operating activities:                                              
Net income                                                                $12,216          $10,662
Deduct discontinued operations:                                   
Net income from discontinued operations                                        -             (513)
------------     -------------
Income from continuing operations                                         12,216           10,149
Adjustments to reconcile income from continuing                   
operations to net cash used for continuing operations:           
Depreciation and amortization                                              9,065            8,876
Deferred income taxes                                                       (559)             305
Net change in operating working capital                                  (21,255)         (20,161)
Other                                                                     (1,423)             590
------------    -------------
Cash used for continuing operations                                         (1,956)            (241)
Cash provided by discontinued operations                                         -              484
------------    -------------
Total operating activities                                               (1,956)             243
------------    -------------

Investing activities:                                              
Additions to property, plant and equipment                                 (6,391)          (4,976)
Purchase of businesses and investments                                          -          (33,458)
Other                                                                      (1,149)             988
------------    -------------
Total investing activities                                               (7,540)         (37,446)
------------    -------------
Financing activities:                                              
Net change in short-term borrowings                                        12,025           50,700
Repurchases of common stock                                                (5,284)         (13,863)
Cash dividends paid                                                        (1,976)          (2,035)
Other                                                                       1,005              580
------------    -------------
Total financing activities                                                5,770           35,382
------------    -------------  

Decrease in cash and cash equivalents                                       (3,726)          (1,821)

Cash and cash equivalents:                                         
As of January 1                                                             7,011            7,245
------------    -------------  
As of March 31                                                             $3,285           $5,424
============    =============

_______________________________________________
(a)  Restated for discontinued operations.

See accompanying notes.

4

AMETEK, INC.
------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
March 31, 1996
--------------
(Unaudited)

Note 1 - Financial Statement Presentation
- ------   --------------------------------

The accompanying consolidated financial statements are unaudited, but the
Company believes that all adjustments (which consist of normal recurring
accruals) necessary for fair presentation of the consolidated financial position
of the Company at March 31, 1996 and the consolidated results of its operations
and cash flows for the three-month periods ended March 31, 1996 and 1995 have
been included.  Quarterly results of operations are not necessarily indicative
of results for the full year.  Quarterly financial statements should be read in
conjunction with the financial statements and related notes in the Company's
1995 Annual Report.

Note 2 - Earnings Per Share
- ------   ------------------

Earnings per share is based on the average number of common shares
outstanding each period.  No material dilution of earnings per share would
result for the first quarter of 1996 or 1995 if it were assumed that all
outstanding stock options were exercised.

Note 3 - Inventories
- ------   -----------

The estimated components of inventory stated at lower of LIFO cost or
market are:

In thousands
-----------------------------
March 31,       December 31,
1996              1995    
---------        ---------- 
(Unaudited)

Finished goods and parts                      $   30,666       $  31,628
Work in process                                   24,321          23,491
Raw materials and purchased parts                 46,911          46,396
------         -------
$  101,898       $ 101,515
=======         ======= 

5

AMETEK, INC.
------------

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
- -------  -----------------------------------------------------------------------
of Operations
- -------------

RESULTS OF OPERATIONS
- ---------------------

The following table sets forth sales and operating income by business
segment:

Three months ended March 31,              
----------------------------              
1996            1995                 
----            ----                

Net sales                                                                 (Dollars in thousands)                 
---------                                                                                                        

Electro-mechanical                                                     $ 98,137        $ 97,490               
Precision Instruments                                                    79,615          71,461               
Industrial Materials                                                     49,881          42,576               
--------        --------               
Total Consolidated                                                   $227,633        $211,527               
========        ========               

Operating income                                                                                                 
----------------                                                                                                 

Electro-mechanical                                                     $ 11,980        $ 12,745                  
Precision Instruments                                                     8,736           7,716                  
Industrial Materials                                                      9,392           7,764                  
------          ------                  
Total Segments                                                         30,108          28,225                  
Corporate and other                                                      (6,634)         (6,719)                 
--------        --------                 
Total Consolidated                                                   $ 23,474        $ 21,506                  
========        ========                   

Operations for the first quarter of 1996 compared to the first quarter of 1995
- ------------------------------------------------------------------------------

Sales for the first quarter of 1996 were $227.6 million, compared to sales of
$211.5 million for the first quarter of 1995, an increase of $16.1 million or
7.6%. The sales improvement came almost equally from the Company's Precision
Instruments and Industrial Materials Groups. The Precision Instruments
Group's sales increased $8.2 million or 11.4% to $79.6 million from last
year's first-quarter, due to the Dixson heavy vehicle instrumentation
acquisition in late March 1995, and higher sales of aerospace products. The
Industrial Materials Group's sales increased $7.3 million or 17.2%, to $49.9
million, compared to first quarter 1995 sales of $42.6 million, due to
increased sales of water filtration and specialty metal products.
The Electro-mechanical Group's first quarter 1996 sales of $98.1 million were
not significantly changed from the same period of 1995.

Operating income for the first quarter of 1996 increased $2.0 million or 9.2%
to $23.5 million, primarily the result of the Company's higher sales volume
and improved operating efficiencies in the Precision Instruments and
Industrial Materials Groups.

6

AMETEK, INC.
------------

RESULTS OF OPERATIONS (CONT'D)
- ---------------------         

The effective income tax rate was 36.3% for the first quarter of 1996
compared with 40.3% for the first quarter of 1995. The reduced 1996 tax rate
reflects the overall effect of lower Italian pretax earnings in the current
first quarter. The 1995 tax rate included the current and deferred tax effect
of a one percent increase in the Italian statutory income tax rate.

Income from continuing operations and net income for the first quarter of
1996 was $12.2 million, or $.37 per share, compared to income from continuing
operations of $10.2 million or $.30 per share in the first quarter of 1995,
an income improvement of $2.0 million or 20.4%. First quarter 1995 income
from operations discontinued in May 1995 was $.5 million, or $.01 per share,
resulting in net income for that quarter of $10.7 million or $.31 per share.

The weighted average shares outstanding during the first quarter of 1996 was
32.8 million, compared to 34.2 million shares for the same quarter of 1995, a
reduction of 1.4 million shares or 4%. The reduced number of shares reflects
the Company's ongoing share repurchase program, which began in late March,
1994.

Electro-mechanical Group sales totaled $98.1 million in the current
------------------------
first quarter, essentially unchanged from the $97.5 million in the first
quarter of 1995. Domestic vacuum motor product sales increases were
substantially offset by lower foreign sales caused by weak market
conditions in Europe.

Operating profit of this group decreased $.8 million or 6% to $12.0
million in this year's first quarter. Operating profit margins decreased
to 12.2% in the current quarter from 13.1% in the first quarter of 1995,
primarily due to softness in the European floorcare market, which is
adversely affecting the Company's Italian motor operations. These
conditions are being moderated by programs to reduce costs, improve
margins from operating efficiencies, and to explore new market
opportunities. Operating margins of domestic divisions increased due to
improved production efficiencies. Market expansion and cost reduction
programs for this Group have been initiated in Mexico, China and in the
Czech Republic. Recently, the Group leased facilities in Reynosa, Mexico
and in China to manufacture motors to reduce costs and enter new
markets. In the Czech Republic, a new motor manufacturing operation is
being pursued, subject to certain due diligence reviews, with objectives
similiar to the planned manufacturing operation in China. Sales growth
and profit enhancement opportunities continue to be explored by the
Group as the Company continues the global expansion of its electric
motor businesses. The expansion programs are not expected to have a
significant impact on Group results for 1996.

7

AMETEK, INC.
------------ 

RESULTS OF OPERATIONS (CONT'D)
- ---------------------  

In the Precision Instruments Group, sales of $79.6 million in this
---------------------------
year's first quarter were up $8.2 million or 11.4% from the same quarter
last year. The acquisition of the heavy vehicle instruments business of
Dixson, Inc., which occurred at the end of the first quarter of 1995,
contributed to the increase in sales, along with higher sales of
aerospace instruments. The sales increase was reduced by an industry-
wide decline in demand for heavy trucks.

Group operating profit for the current quarter increased $1.0 million or
13.2% to $8.7 million from $7.7 million in the same period last year.
The Group benefited significantly from the lower cost structure now in
place as a result of the restructuring activities begun in 1993. In
addition, the aerospace business experienced a favorable change in
product mix in the current quarter. The increased profits from the
aerospace business were partially offset by lower profits due to the
weakness in the market for heavy truck instrumentation.

The Industrial Materials Group's first-quarter 1996 sales increased $7.3
----------------------------
million or 17.2% to $49.9 million, compared to $42.6 million in sales
for the first quarter of 1995. The increased sales were largely due to
higher shipments of specialty metals and water filtration products,
including sales by a French water filtration business acquired in the
fourth quarter of 1995. Group operating profit for the current quarter
increased $1.6 million, or 21.0%, to $9.4 million, due to the increase
in sales volume, and improved operating efficiencies.

FINANCIAL CONDITION
- -------------------

Liquidity and Capital Resources
-------------------------------

Working capital at March 31, 1996 amounted to $47.2 million, an increase
of $8.5 million from December 31, 1995, due primarily to an increase in
receivables, offset somewhat by higher short-term borrowings. The
increase in receivables was attributable to the higher level of sales
during the period. Higher short-term borrowings were primarily used to
fund investing and financing requirements. The ratio of current assets
to current liabilities at March 31, 1996 was 1.21 to 1, compared to 1.18
to 1 at December 31, 1995.

Cash used for operating activities in the first quarter of 1996 totaled
$2.0 million, and reflects requirements to support the increase in
receivables, partially offset by positive cash flow from net income and
slightly higher accounts payable and accruals.

Cash used for investing activities in the first quarter of 1996 totaled
$7.5 million, primarily for additions to property, plant and equipment.
This compares to cash used of $37.4 million in the same period last
year. Expenditures in the first quarter of 1995 included $33.5 million
for the purchase of a business and an investment in a joint venture.

8

AMETEK, INC.
------------

FINANCIAL CONDITION (CONT'D)
- -------------------

Financing activities in the first quarter of 1996 provided cash totaling
$5.8 million, compared to cash provided of $35.4 million in the first
quarter of 1995. In the 1996 quarter the Company received net proceeds
from short-term borrowings totaling $12.0 million, which were used to
repurchase 316,000 shares of the Company's common stock at a total cost
of $5.3 million, finance dividend payments totaling $2.0 million, fund
additions to property, plant and equipment, and support operating cash
flow requirements. Financing activities in the first quarter of 1995
included net short-term borrowings of $50.7 million, which were used to
fund the cash outlay for the purchase of the business and investment
mentioned earlier, repurchase $13.9 million of the Company's common
stock (796,000 shares), and make dividend payments of $2.0 million.

The stock repurchases mentioned above are being made under a previously
announced plan to enhance shareholder value. Since beginning the stock
repurchase program in March 1994, a total of 12.1 million shares have
been acquired as of May 8, 1996, at a total cost of $169.2 million,
under a $175 million authorization.

As a result of all cash flow activities, cash and cash equivalents and
short-term marketable securities decreased $2.6 million since December
31, 1995, to $10.2 million at March 31, 1996. The Company believes it
has sufficient cash-generating capabilities and available credit
facilities to enable it to meet its needs in the foreseeable future.

9

AMETEK, INC.
------------

PART II.  OTHER INFORMATION
---------------------------

Item 4.   Submission of Matters to a Vote of Security Holders
- -------   ---------------------------------------------------

The Annual Meeting of Stockholders of the Company was held on April 23, 1996.
The following matters were voted on at the Annual Meeting:

1)      Election of Directors.  The following persons were elected as
----------------------
directors:

Number of Shares
--------------------------------------
Voted against
Name                             Voted for        or withheld
-------------------------------    ------------------    ----------------

Walter E. Blankley                   27,630,165          4,975,653                               
Lewis G. Cole                        27,423,081          5,182,737                  
Helmut N. Friedlaender               27,643,347          4,962,471                  
Sheldon S. Gordon                    27,653,103          4,952,715                  
Charles D. Klein                     27,631,543          4,974,275                  
James R. Malone                      27,651,303          4,954,515                  
David P. Steinmann                   27,651,466          4,954,352                  
Elizabeth R. Varet                   27,649,176          4,956,642                  

2)      Appointment of Independent Auditors. The stockholders approved
-----------------------------------
the appointment of Ernst & Young LLP as independent auditors for
the Company for the year 1996. There were 27,786,947 shares voted
for approval; 55,695 shares voted against; 116,523 abstentions,
and 4,646,653 shares not voting.

Item 6.   Exhibits and Reports on Form 8-K
- -------   --------------------------------

a)     Exhibits:

Exhibit
Number                     Description
------                     -----------

27           Financial Data Schedule *

*  Schedule submitted in electronic format only.

b)      Reports on Form 8-K: During the quarter ended March 31, 1996, the
Company did not file any reports on Form 8-K.

10

AMETEK, INC.
------------

SIGNATURES

Pursuant to the requirements 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.
---------------------------------------------
(Registrant)

By  /s/  Robert R. Mandos, Jr.
-------------------------------------------
Robert R. Mandos, Jr.
Comptroller
(Principal Accounting Officer)

May 10, 1996

11

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet of AMETEK, Inc. at March 31, 1996, and the
Consolidated Statement of Income of AMETEK, Inc. for the three months ended
March 31, 1996, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000

<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                           3,285
<SECURITIES>                                     6,867
<RECEIVABLES>                                  149,610
<ALLOWANCES>                                     6,276
<INVENTORY>                                    101,898
<CURRENT-ASSETS>                               274,038
<PP                                         415,948
<DEPRECIATION>                                 238,548
<TOTAL-ASSETS>                                 549,616
<CURRENT-LIABILITIES>                          226,836
<BONDS>                                        150,409
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           346
<OTHER-SE>                                      93,717
<TOTAL-LIABILITY-AND-EQUITY>                   549,616
<SALES>                                        227,633
<TOTAL-REVENUES>                               227,633
<CGS>                                          177,213
<TOTAL-COSTS>                                  177,213
<OTHER-EXPENSES>                                 7,032
<LOSS-PROVISION>                                   482
<INTEREST-EXPENSE>                               4,837
<INCOME-PRETAX>                                 19,181
<INCOME-TAX>                                     6,965
<INCOME-CONTINUING>                             12,216
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    12,216
<EPS-PRIMARY>                                      .37
<EPS-DILUTED>                                        0