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CORPORATE OFFICE

37 North Valley Road, Building 4, P.O. Box 1764

Paoli, PA 19301-0801 U.S.A.

Telephone: 610-647-2121 Fax: 610-647-0211

May 27, 2005

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Mail Stop 0306

Washington, D.C. 20549

Attention: Mr. Brian Cascio

Dear Sir:

                        Re:
    AMETEK, Inc. Form 10-K for the year ended December 31, 2004

Filed March 8, 2005

File No. 001-12981

Reference is made to the letter to Mr. John J. Molinelli dated May 16, 2005 from the Securities and
Exchange Commission (the “Commission”) in which the Commission made certain comments regarding the
above referenced Form 10-K (the “2004 10-K”) of AMETEK, Inc. (“AMETEK” or the “Company”) and
requested that certain revisions be made to the 2004 10-K and certain supplemental information be
provided to the Commission’s Staff. Set forth below are the Company’s responses to the
Commission’s comments and request for supplemental information.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations -
page 17.

    1.
    Commission’s comment — MD&A should discuss and quantify each of the reasons for
significant changes in financial statement items. We see that you generally identify
factors responsible for changes in financial statement items, but each of the specific
reasons are not always discussed and quantified. For instance, you disclose that the
increase in segment operating income resulted from the profit contributions of the
acquisitions, strength in differentiated business of each group, slightly higher prices by
the cost-driven floor care and specialty motors business, and the benefits from the
Company’s ongoing cost reduction programs, however you do not quantify the impact of each
of these factors on operating income. Please apply this general guidance in future filings
throughout MD&A.

    AMETEK’s Response

We will provide the enhanced disclosure in future filings as required.

    2.
    Commission’s comment – We note multiple references throughout your filing to
cost saving initiatives and changes to your overall cost structure. We also note that you
disclose future liabilities related to employee severance and other commitments within your
contractual obligations table. To the extent these costs were incurred as part of a formal
restructuring plan accounted for pursuant to SFAS 146, please revise future filings, if
significant, to provide the MD&A disclosures required by SAB Topic 5-P as

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    well as the financial statement disclosures required by paragraph 20 of the Statement.

    AMETEK’s Response

The cost saving initiatives and changes to the Company’s overall cost structure are part of
the Company’s Operational Excellence strategy, which has enabled the Company to reduce its
operating costs over the past few years, and thereby improve operating efficiencies.
Severance liabilities and other post employment benefits are recognized in the period
incurred for ongoing broad-based company-wide cost reduction programs. Accruals for
employee terminations in connection with business combinations are recognized as of the
acquisition date. These costs have not been significant to results of operations and as
such we have not made extensive disclosures of them. To the extent they occur and are
significant, in future filings we will disclose information with respect to restructuring
arrangements as required by SAB Topic 5-P and paragraph 20 of SFAS 146.

Financial Statements

Note 1. Significant Accounting Policies

Inventories – page 36

    3.
    Commission’s comment – We note your disclosure that you use the LIFO method for
more than half of your inventory. Disclose in future filings the method of determining
cost for the remainder of your inventory.

    AMETEK’s Response

In future filings, in addition to its current disclosure of the LIFO method of accounting
for the majority of its inventories, the Company will provide disclosure related to the
Company’s use of the FIFO method of accounting for the remainder of its inventories.

Property, Plant and Equipment – page 36

    4.
    Commission’s comment – In future filings please disclose depreciation periods
(depreciable lives) for each major class of depreciable assets. Refer to Rule 5-02.8 of
Regulation S-X for guidance.

    AMETEK’s Response

In future filings the Company will provide the range of depreciable lives for each major
class of depreciable assets.

Revenue Recognition – page 37

    5.
    Commission’s comment – We see that your products are sold through distributors.
Tell us whether you offer sales incentives, credits or discounts or have arrangements with
these distributors or other parties that are subject to EITF 01-09. If so, describe how
you have applied the guidance provided in the consensus and, unless insignificant, in
future filings provide disclosures about the nature of these arrangements and your
accounting. In addition, disclose in future filings whether your revenue recognition
policies differ for sales to distributors or other resellers.

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    AMETEK’s Response

The Company’s sales to distributors are mostly through its Electronics Instruments Group
(EIG), and to a lesser extent through its Electromechanical Group (EMG). Its products are
also sold through sales representatives, to original equipment manufacturers (OEM’s), as
well as direct sales to many of its customers. The arrangements with all distributors are
through “sell-in” provisions without expanded rights of return for unsold products. The
distributor purchases the product from the Company at which time title and risk of loss
transfers to the distributor. We do not offer substantial sales incentives and credits to
distributors other than volume discounts. The offering of volume discounts to distributors
causes these arrangements to be subject to the provisions of EITF 01-09, Accounting for
Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s
Products). Accordingly, the Company applies the consensus reached in Issue 1 of EITF 01-09.
In this respect, the Company accounts for the sales incentive as a reduction of revenues
when the sale is recognized in the income statement. As requested, in future filings the
Company will provide disclosures about the nature of this type of arrangement and the
accounting treatment given. Also, if significant, in future filings the Company will
disclose its revenue recognition policies for sales to distributors or other resellers.

    6.
    Commission’s comment – Tell us why shipment is the appropriate point for
recognizing product sales revenue. Specifically address the nature and extent of any post
shipment obligations, right of return and customer acceptance provisions, including
discussion of how such obligations and provisions are considered in your practices.
Additionally, tell us what you mean by your disclosure that returns and allowances may be
granted at “the Company’s option.” Tell us how this affects the timing of your revenue
recognition.

    AMETEK’s Response

In substantially all instances, shipment is the appropriate point for recognizing product
sales revenue because substantially all of the Company’s customer agreements contain the
shipping terms “FOB shipping point.” On this basis, there are no post shipment obligations
other than normal future warranty obligations, and accruals for estimated future warranty
costs are provided at the time of shipment based on the Company’s historical experience. The
policy with respect to the right of return provides that the customer may not return
products or be given allowances, except at the Company’s election. This means that the
customer cannot make product returns under normal circumstances; the Company must approve
them in advance. To the extent that the Company grants the right of return to the customer,
they are accounted for in accordance with the criteria in SFAS No. 48 “Revenue Recognition
When Right of Return Exists” and the guidance in SAB 104, and accordingly, accruals for
sales returns and other allowances are estimated and provided for at the time of shipment
based on past experience. In addition, the period for which product returns are authorized
is relatively short. There are no significant unusual customer acceptance provisions
associated with shipments. Where uncertainty about customer acceptance exists, revenue is
not recognized until customer acceptance occurs.

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Derivative Financial Instruments – page 38

    7.
    Commission’s comment – Tell us more about the hedge of your net investment in
foreign operations related to your British-pound-denominated loans. Tell us how you
determined that the loans are effective as net investment hedges. Provide details of the
specific accounting treatment.

    AMETEK’s Response

The hedge of the net investment in foreign operations related to the
British-pound-denominated loans pertains to the Company’s acquisition of Taylor Hobson in
June 2004 and Airtechnology in January 2003, both of which are UK based businesses. Both
acquisitions were financed with British pound borrowings under AMETEK’s revolving credit
facility and subsequently refinanced in the form of long-term private placement debt. This
funding was designed to create natural net investment hedges in each of the foreign
subsidiaries on their respective dates of acquisition. SFAS 133, Accounting for Derivative
Instruments and Hedging Activities, permits hedging the foreign currency exposure of a net
investment in a foreign operation. In accordance with SFAS 133, on the respective dates of
acquisition the Company designated the British pound denominated loans referred to above as
the hedging instrument to offset foreign exchange gains or losses on the net investment in
the acquired businesses due to changes in the British pound exchange rate. These net
investment hedges were evidenced by management’s documentation supporting the
contemporaneous hedge designation on the acquisition dates. As required by SFAS 133, any
gain or loss on the hedging instrument following hedge designation (the debt), is reported
in Other Comprehensive Income (OCI) in the same manner as the translation adjustment on the
investment based on changes in the spot rate, which is used to measure hedge effectiveness.
As of December 31, 2004, both net investment hedges were effective. At December 31, 2004,
the translation gains on the net carrying value of both of the foreign denominated
investments exceeded the translation losses on the carrying value of the underlying debt and
both amounts are included in OCI. An evaluation of hedge effectiveness is performed on an
ongoing basis.

Goodwill and Other Intangible Assets – page 38

    8.
    Commission’s comment – We note your disclosure on page 38 that you test
goodwill and intangible assets with indefinite lives for impairment under SFAS 142. Tell
us the nature of your indefinite lived intangible assets and describe how you concluded
that the intangible assets had an indefinite life. Additionally, we see that your total
intangible assets exceed five percent of your total assets. In future filings, please
disclose intangible assets as a separate line item on your balance sheet. Refer to
paragraph 42 of SFAS 142 and Rule 5-02.15 of Regulation S-X.

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    AMETEK’s Response

The indefinite lived intangible assets consist of trade names acquired in connection with
business combinations. Management believes that the trade names have indefinite lives
because they can be renewed at a nominal cost. In addition, we placed our reliance on
reputable third party appraisal reports which valued the trade names and have concluded that
the trade names are considered to have indeterminate lives. Periodically, management
reassesses the lives of the trademarks.

    In future filings the Company will disclose intangible assets as a separate line item on the
face of the balance sheet.

Note 7. Debt – page 43

    9.
    Commission’s comment — Supplementally and in future filings provide more
details of your accounts receivable securitization program and the impact that this had on
the financial statements each period.

    AMETEK’s Response

The Company has an accounts receivable securitization facility (“Securitization Facility”)
through a wholly owned, special purpose subsidiary, and the special purpose subsidiary has a
receivables sale agreement with a bank whereby it could sell to a third party up to $75
million of its trade accounts receivable on a revolving basis. The Securitization Facility
is a financing vehicle utilized by the Company because it offers attractive interest rates
relative to other financing sources. All securitized accounts receivable and related debt are reflected on the Company’s
consolidated balance sheet.

    The special purpose subsidiary is the servicer of the accounts receivable under the
Securitization Facility. The Securitization Facility had an expiration date of December
2004, which was renewed by the Company to December 2005. The Company intends to renew the
Securitization Facility on an annual basis. Interest rates on amounts drawn down are based
on prevailing market rates for short-term commercial paper plus a program fee. The Company
also pays a commitment fee on any unused commitments under the Securitization Facility.
Interest expense under this facility is not significant. The Company’s securitized trade
accounts receivable are accounted for as borrowings under SFAS 140, “Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”.

    At December 31, 2004 and 2003, securitized accounts receivable and related debt on the
consolidated balance sheet was $38 million and $64 million, respectively. In future filings the Company will provide more details
of its accounts receivable securitization program.

Note 15. Business Segment and Geographic Information – page 57

    10.
    Commission’s comment — In future filings please present only long-lived assets
by geographical area, as required by paragraph 38(b) of SFAS 131. Consider that long-lived
assets presented in your segment disclosure should only include tangible assets. See
Question 22 on the FASB Staff Implementation Guide to SFAS 131.

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    AMETEK’s Response

The Company’s current disclosure of long-lived assets by geographical area is in accordance
with SFAS 131, paragraph 38 (b), which is silent on the composition of long-lived assets
other than to state certain long-lived assets that should be excluded. The FASB Staff
Implementation Guide to FAS 131 (Question 22) states that companies have the flexibility to
use judgment in determining the composition of long-lived assets. If the Company applied the
FASB Staff Implementation Guide it would only include hard assets that cannot be readily
removed, which would exclude all intangible assets. The Company currently includes all
intangible assets in its disclosure of long-lived assets. If the Company were to exclude
intangible assets, consolidated long-lived assets at December 31, 2004 would have been
$210,555,000, compared with $890,821,000 disclosed. On a comparative basis, at December 31,
2003, adjusted long-lived assets would have been $220,376,000, compared with $761,786,000
disclosed. Although not clearly required by current accounting rules, in future filings
the Company will exclude all intangible assets from the disclosure of long-lived assets by
geographical area.

Note 18. Contingencies – page 61

    11.
    Commission’s comment – Supplementally and in future filings provide more
details of the asbestos litigation and environmental matters, particularly those matters
where you have been named a Potentially Responsible Party (PRP). Clarify the number of
asbestos-related claims filed and the status of each of these claims. Provide more details
of the exposure related to the PRP sites. Clarify the reason that y