SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

ROPER INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)

——————————————————————————————
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ROPER INDUSTRIES, INC.
160 Ben Burton Road
Bogart, Georgia 30622
706-369-7170

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

     The 2001 Annual Meeting of Shareholders of Roper Industries, Inc. (the “Annual Meeting”) will be held at its corporate offices at 160 Ben Burton Road, Bogart, Georgia 30622 on Friday, March 16, 2001, at 12-noon local time, for the following purposes:

     Only shareholders of record at the close of business on January 31, 2001 will be entitled to vote at the Annual Meeting or any adjourned meeting, and these shareholders will be entitled to vote whether or not they have transferred any of their Common Stock since that date.

SHAREHOLDERS UNABLE TO ATTEND THE MEETING IN PERSON ARE URGED TO FILL IN, SIGN, DATE AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE.

Bogart, Georgia
February 5, 2001

PROXY STATEMENT

GENERAL

     The enclosed Proxy is solicited by the Board of Directors of Roper Industries, Inc. (the “Company”). The cost of proxy solicitation will be borne by the Company. In addition to the solicitation of proxies by use of the mails, officers and regular employees of the Company may devote part of their time, without additional compensation, to solicitation by fax, telephone or personal calls. Arrangements may also be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to beneficial owners and for reimbursement of their out-of-pocket and clerical expenses incurred in that connection. Proxies may be revoked at any time prior to voting.

     The mailing address of the principal executive offices of the Company is Roper Industries, Inc., 160 Ben Burton Road, Bogart, Georgia 30622. This Proxy Statement and the enclosed Proxy together with the 2000 Annual Report to Shareholders was mailed to shareholders on or about February 5, 2001. On written request mailed to the attention of the Chief Financial Officer of the Company at the address set forth above, the Company will provide without charge a copy of its 2000 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

VOTING SECURITIES

     As of January 31, 2001 (the “Record Date”), the Company had outstanding 30,646,170 shares of Common Stock, all of which shares are entitled to vote. The Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) provides that each outstanding share of Common Stock will entitle the holder thereof to five (5) votes, except that holders of outstanding shares of Common Stock with respect to which there has been a change in beneficial ownership during the four (4) years immediately preceding the Record Date will be entitled to one (1) vote per share. Accordingly, shares owned on or before January 31, 1997, and as to which there has been no change in beneficial ownership since that date, are entitled to five (5) votes per share. Stock dividend shares received pursuant to the Company’s August 1997 2-for-1 stock split shall be entitled to the same number of votes as the originally issued shares with respect to which they were distributed, unless there has been a change in beneficial ownership of such shares subsequent to such stock dividend. The actual voting power of each holder of Common Stock will be based on stock ownership on the Record Date, as demonstrated by shareholder records at the time of the Annual Meeting. For voting purposes, proxies requiring confirmation of the date of beneficial ownership received by the Board of Directors with such confirmation not completed so as to show which shares beneficially owned by the shareholder are entitled to five (5) votes for each share will be voted with one (1) vote for each share. See “ OTHER INFORMATION - Voting by Proxy and Confirmation of Beneficial Ownership” on page 15.

     Under the rules of the New York Stock Exchange, brokers who hold shares in a street name have discretionary authority to vote on the election of Directors and on certain other items when they have not received instructions from beneficial owners. Thus, brokers that do not receive instructions will be entitled to vote upon the election of Directors.

Shareholders are urged to sign the enclosed Proxy and return it promptly in the envelope enclosed for that purpose. Proxies will be voted in accordance with the shareholders’ directions. If no directions are given, proxies will be voted FOR the election of the nominees named herein for Director. With regard to the election of Directors, votes may be cast in favor of all nominees or withheld from all nominees or any particular nominee. Directors will be elected by a plurality of the votes of the shares of Common Stock present in person or represented by proxy at the Annual Meeting.

Security Ownership

     The following table sets forth certain information regarding the ownership of the Company’s single class of Common Stock as of December 31, 2000 with respect to (i) each person known by the Company to own beneficially more than 5% of the outstanding shares of the Company’s Common Stock, (ii) each Director and each nominee for Director of the Company, (iii) each of the executive officers of the Company named in the Summary Compensation Table set out on page 11 and (iv) all Directors and executive officers of the Company as a group. Except as otherwise indicated, each of the following shareholders has sole voting and investment power with respect to shares beneficially owned by such shareholder, except to the extent that authority is shared by a spouse under applicable law.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Executive officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

     To the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required during the fiscal year ended October 31, 2000, all Company executive officers and directors complied with applicable Section 16(a) filing requirements, except that Mr. Scocimara’s Form 4 for April 2000 reporting his spouse’s sale of 2,000 shares of Common Stock was filed late.

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

Proposal 1: Election of Three (3) Directors

     The Certificate of Incorporation provides that the Board of Directors shall consist of such number of members as may be fixed, from time to time, by the Board of Directors, but not less than the minimum number required under Delaware law. The Board of Directors has established the number of Directors at nine (9). The Certificate of Incorporation also provides that the Board of Directors shall be divided into three classes of Directors, with the term of one class expiring at each annual shareholders’ meeting and each class serving three-year terms. Thus, each of the three classes comprises three Directors.

     The terms of office of Directors Banks, von Braun and Fort expire at the Annual Meeting, and such persons are proposed as nominees for Director for terms expiring at the 2004 Annual Meeting of Shareholders. Proxies received which contain no instructions to the contrary will be voted FOR the nominees listed below. In the event any nominee is unable to serve (an event management does not anticipate), the Proxy will be voted for a substitute nominee selected by the Board of Directors.

     W. Lawrence Banks has been a Director of the Company since December 1991 and from December 1982 was also a director of Ropex Corporation (“Ropex”), a holding company which was the parent of the Company until its merger into the Company in February 1992. He served as a director of Robert Fleming & Co., Limited, a British merchant banking firm, from 1974 until March 1998, and deputy chairman from April 1990 through March 1998. He was also Chairman of its U.S. subsidiary Robert Fleming, Inc., a U.S. investment banking company.

     Luitpold von Braun has been a Director of the Company since December 1991, was a director of Ropex from December 1982 until its merger into the Company, and is presently a director of several privately held companies. For more than five years he was the general manager of Wittelsbacher Ausgleichsfonds in Munich, Germany, from which he retired in May 1994.

     John F. Fort III has been a Director of the Company since December 1995. He is a director and was formerly chairman (through January 1993) and chief executive officer (through July 1992) of Tyco International Ltd. He is also a director of Insilco Holding Company, Thermadyne Holdings Corporation , Manufacturers’ Services, Ltd. and several privately owned companies.

     Donald G. Calder has been a Director of the Company since December 1981, a Vice President of the Company from December 1981 until May 1996, Treasurer of the Company from December 1991 to May 1993, and was a director of Ropex from December 1982 until its merger into the Company. Mr. Calder is president and director of G. L. Ohrstrom & Co., Inc. and was a partner of its predecessor, G. L. Ohrstrom & Co., from 1970 to October 1996. He is a director of Carlisle Companies Incorporated, Central Securities Corp., Brown-Forman Corp. and several privately owned companies.

     Derrick N. Key has been Chairman of the Board of the Company since November 1994, has been a Director and Chief Executive Officer of the Company since December 1991, and has been its President since February 1989. Mr. Key was a Vice President of the Company from June 1982 until February 1989, and president of Roper Pump Company, a Company subsidiary, from November 1985 until November 1991.

     Christopher Wright has been a Director of the Company since December 1991. Mr. Wright is chief executive officer of Dresdner Kleinwort Capital, the private equity arm of Dresdner Bank A.G., Frankfurt, and is an executive vice president of its affiliate, Dresdner- Kleinwort Benson North America LLC. He is also general manager of The KB Mezzanine Fund, L.P., a director and officer of Merifin Capital, Inc., an affiliate of a private European investment firm, a director of Genaissance Pharmaceuticles, Inc., and he has served since 1989 on the boards of several privately owned companies and venture capital funds.

     Wilbur J. Prezzano has been a Director of the Company since September 1997. Following completion of a 31-year career at Eastman Kodak Company, Mr. Prezzano retired in January 1997 as its board vice-chairman and as chairman and president of its Greater China Region, to which positions he had been appointed in March 1996 and September 1994, respectively. Mr. Prezzano served as a director of Eastman Kodak Company from May 1992 until his retirement, and throughout the period from May 1983 to September 1994 he served as group vice president of four different business divisions. Mr. Prezzano is a director of Canada Trust, a Canadian broad-based financial services company and Lance, Inc.

     Georg Graf Schall-Riaucour has been a Director of the Company since January 1995. He has been general director of Wittelsbacher Ausgleichsfonds since May 1994, prior to which since 1971 he was senior partner of the Munich, Germany law firm of Stever & Beiten. Mr. Schall-Riaucour is a director of several privately held U.S. companies.

     Eriberto R. Scocimara was a Director of the Company from December 1981 to December 1984 and was re-elected as a Director in December 1991, and was also a director of Ropex. Mr. Scocimara has been president and chief executive officer of the Hungarian-American Enterprise Fund, a privately-managed investment company, since April 1994, and he has been the president of Scocimara & Company, Inc., an investment management company, since 1984. Mr. Scocimara was a partner of G.L. Ohrstrom & Co. from 1969 to 1984. Mr. Scocimara is a director of Carlisle Companies Incorporated, Quaker Fabric Corporation, Euronet Services, Inc. and several privately held companies.

Meetings of the Board and Board Committees; Compensation of Directors

     The Board of Directors of the Company, which held four (4) meetings during fiscal 2000, has standing Executive, Audit and Compensation Committees. The Executive Committee, which has the authority to exercise all powers of the Board of Directors between regularly scheduled Board of Directors meetings, had no meetings in fiscal 2000.

     The functions and responsibilities of the Audit Committee are described in the “Audit Committee Report” on page 13. The Audit Committee held two (2) meetings during fiscal 2000 and a third meeting pertaining to matters of that fiscal year was held in early November 2000.

     The Compensation Committee administers the Company’s executive incentive compensation programs and decides upon annual salary adjustments and discretionary bonuses for the Company’s “top management”
(defined as the Chief Executive Officer, the President, and the Vice Presidents of the Company, and the presidents of the Company’s operating subsidiaries and divisions). The Compensation Committee held one (1) meeting during fiscal 2000.

     With the exception of Mr. von Braun, each of the Company’s incumbent Directors attended at least 75% of the total number of meetings during fiscal 2000 of the Board of Directors and of any Committee thereof on which he served.

     Pursuant to Board compensation policies effective throughout the Company’s 2000 fiscal year, each non-employee Director received an annual fee of $25,000, paid in quarterly installments. No additional compensation was paid for service on any of the Committees. Directors who were also Company employees did not receive the $25,000 annual fee paid to non-employee directors, but were eligible to participate (i) in the Roper Industries, Inc. Employees’ Retirement Savings 003 Plan, to which the Company contributed a minimum of 3% and up to a maximum of 71/2% of their eligible earnings, and (ii) the Company’s 1991 Stock Option Plan (“1991 Stock Option Plan”) and the Company’s 2000 Stock Incentive Plan for management and other employees of the Company. Directors who were not otherwise Company employees were entitled to participate in a non-employee Directors’ stock option formula plan which provides for annual grants of 4,000 option shares commencing in the year of the first Annual Meeting of Shareholders following the year of initial appointment, subject to adjustment for certain capital transactions.

Compensation Committee Interlocks and Insider Participation in Compensation Decisions

     During fiscal 2000, the members of the Compensation Committee were Messrs. Fort, Banks and Wright. Derrick N. Key, the Company’s President and Chief Executive Officer, served until October 17, 2000 as a director of Symmetry Medical Inc., a privately held company which has no compensation committee and of which Mr. Calder was chairman of the board and a vice president.

Executive Officers

     The following table sets forth certain information concerning the current executive officers of the Company. The executive officers are elected by the Board of Directors and serve at the discretion of the Board of Directors.

     Hadj A. Amari has served as Group Vice President, Industrial Controls since November 1, 2000 when he first joined the Company. Prior thereto since March 1998 he served as president of ABB Automation, Inc.’s instrument division, functioning as the chief executive officer of this unit which developed, manufactured and marketed worldwide a variety of instrumentation and control products for the process industry. From November 1996 until February 1998, Mr. Amari served as managing director of ABB Metering Systems, Ltd. and was responsible for the overall operations of this unit which developed, manufactured and marketed, principally in Europe and Asia, industrial, commercial and residential electricity metering products.

     Larry K. Christensen has served as Group Vice President, Fluid Handling since October 1998, and prior thereto as Group Vice President, Industrial Controls since November 1996. He also was president of Amot Controls Corporation (“Amot U.S.”), and managing director of Amot Controls Ltd. (“Amot U.K.”) from November 1996 through November 1997. He served as executive vice president of Compressor Controls Corporation from July 1995 to November 1996, and as president of Amot U.S. from 1991 to June 1995. Prior thereto, he held various managerial positions in sales, marketing, project management, planning and engineering at Fisher Controls, a manufacturer of industrial control products, from July 1974 until December 1990.

     Nigel W. Crocker has served as Group Vice President, Analytical Instrumentation since November 1996. Prior thereto, he served both as president of Amot U.S. since September 1995, and as managing director of Amot U.K. since October 1991. Mr. Crocker served as managing director of Jiskoot Autocontrol Ltd. U.K., a control engineering company, from January 1990 until August 1991. Prior to that time, Mr. Crocker was vice president of engineering for North and South America and, subsequently, president of Jiskoot Inc. from November 1986 until December 1989.

     Shanler D. Cronk has served as Vice President and General Counsel of the Company since September 1993, before which he served as its corporate counsel since January 1992, and was appointed its Secretary in November 1996. From June 1991 to January 1992, he served as interim chief counsel to Nevada Goldfields, Inc., prior to which he was engaged in corporate and securities law practice with the law firms of Gibson, Dunn & Crutcher, from June 1988 to October 1990, and Kutak, Rock & Campbell.

     Martin S. Headley has served as Vice President and Chief Financial Officer of the Company since July 1996. From July 1993 to June 1996, Mr. Headley served as chief financial officer of the U.S. operations of McKechnie Group, plc, a manufacturer of components and assemblies for a variety of industrial OEMs. From June 1990 to July 1993, he served as controller-international operations for AM Multigraphics, a manufacturer and distributor of printing and reproduction equipment and supplies, prior to which he was engaged in a public accounting practice with Arthur Andersen & Co., conducting audit and consulting assignments from a number of American and European locations.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The Company’s executive compensation program is administered by the Compensation Committee (the “Committee”) of the Board of Directors. The Committee is appointed by the Board of Directors and is comprised of three non-employee Directors of the Company. The Committee has responsibility for all compensation matters concerning the Company’s executive officers.

Compensation Philosophy

     The Company’s executive compensation program strongly links management pay with the Company’s annual and long-term performance. The compensation program is intended to attract, motivate and retain senior corporate and operating company management by providing compensation opportunities that are consistent with Company performance. It provides for base salaries which reflect such factors as level of responsibility, individual performance, internal fairness and external competitiveness; annual incentive bonus awards which are payable in cash or Common Stock upon the Company’s achievement of annual financial objectives approved by the Board of Directors; and long-term incentive opportunities in the form of stock options which strengthen the mutuality of interests between management and the Company’s shareholders. While the income tax implications of the compensation program to the Company and its executive officers are continually assessed, including the $1 million per covered employee limitation on the compensation expenses deductible by the Company for federal income tax purposes, they are not presently a significant factor in the administration of the program.

     The Company strives to provide compensation opportunities which emphasize effectively rewarding management for the achievement of critical financial performance objectives. The Committee supports a pay-for-performance policy that determines compensation amounts based on business unit and individual performance. While the establishment of base salaries turns principally on the factors noted above, annual incentive bonuses for senior operating company executives are based on the financial performance of their respective business units, and annual incentive bonuses for senior corporate executives are based on the financial performance of their group and/or of the Company as a whole. In addition, the program provides stock incentive opportunities designed to align the interests of management and other key employees with other shareholders through the attainment of Common Stock. The following is a discussion of each of the elements of the Company’s executive compensation program, including a description of the decisions and actions taken by the Committee with respect to fiscal 2000 compensation for the Chief Executive Officer (the “CEO”) and all executive officers as a group.

Management Compensation Program

     Compensation paid to the Company’s executive officers for fiscal 2000 (as reflected in the tables that follow with respect to the named executive officers) consisted of the following primary elements: base salary, annual incentive cash bonus awards and stock options granted under the 1991 Stock Option Plan.

Base Salary

     With respect to determining the base salary of executive officers, the Committee takes into consideration a variety of factors including the executive’s level of responsibility and individual performance, and the salaries of similar positions in the Company and in comparable companies in the Company’s industry. The Committee also engages the services of independent consultants from time to time to assess such comparable, external salary values. The Committee believes that its process for determining and adjusting the base salary of executive officers is fully consistent with sound personnel practices. Based on the Committee’s consideration of the aforementioned factors, salary increases were made effective as of January 1, 1999 and January 1, 2000 for each of the named executive officers and certain other executive officers of the Company and are reflected in their compensation received during fiscal 2000.

     Annual adjustments in base salaries of the executive officers typically are made effective at the beginning of the calendar year for which they are intended to apply and therefore reflect in large part prior year’s business and individual performance achievements.

Annual Incentive Bonus Program

     The Company’s annual incentive bonus program for its executive officers (including those identified in the tables that follow) is based on the achievement of annual financial performance targets which are subject to adjustment as the Committee deems appropriate. Although the program presently emphasizes cash bonus payments, Common Stock awards can be utilized when deemed appropriate. Subjective performance criteria are not utilized in the determination of annual incentive bonuses. The objective criteria utilized for fiscal 2000 included actual-versus-target consolidated or segment earnings per share and actual-versus-target sales. Up to one-half of a corporate or group officer’s incentive bonus award is based on each of these factors. Up to one-half of an individual company officer’s incentive bonus award is based on that company’s sales and return on net tangible assets, as defined. The Company accrues for these bonus payments throughout the year. Final calculation of the Company’s financial performance (and the financial performance of its subsidiaries) and determination and payment of the awards are made after the completion of the Company’s fiscal year. Individual annual incentive bonus awards to executive officers for the Company’s 2000 fiscal year were determined by the Committee based on application of the aforementioned factors to the Company’s financial performance for fiscal 2000 and were paid after its conclusion.

Stock Option Plans

     The long-term incentive element of the Company’s management compensation program is in the form of stock options grants. These discretionary stock options are granted and administered by the Committee under the 1991 Stock Option Plan and the 2000 Stock Incentive Plan which are intended to create an opportunity for key employees of the Company to acquire an ownership interest in the Company and thereby enhance their efforts in the service of the Company and its shareholders. The compensatory and administrative features of these plans conform in all material respects to the design of standard comparable plans in the industry and are, in the Committee’s estimation, fair and reasonable.

     During fiscal 2000, the Committee approved eight (8) separate grants of stock options for a total of 336,500 shares of Common Stock to 183 key employees at exercise prices ranging from $32.4375 to $34.4688 per share, which prices were the then-current fair market value of the Common Stock for which the options were granted. Twenty percent of the options under each grant will become exercisable cumulatively on each succeeding anniversary of the respective grant dates through 2004 or 2005. The Committee believes that by rationing the exercisability of these stock options over a five-year period, the executive retention impact of the plans will be strengthened and management’s motivation to enhance the value of the Company’s Common Stock will be constructively influenced.

Chief Executive Officer Compensation

     During fiscal 2000, Derrick N. Key, Chief Executive Officer of the Company, was eligible to participate in the same management compensation plans as were available to other corporate-level executive officers of the Company. Based on the performance of the Company in the prior fiscal year and the Committee’s assessment of Mr. Key’s ongoing personal performance in the position of Chief Executive Officer, Mr. Key received a salary increase effective as of January 1, 2000. Among the factors considered by the Committee in its consideration of Mr. Key’s performance were the continued expansion of the Company’s core businesses into both domestic and international markets, the continued success of the Company’s acquisition strategy and the Committee’s desire that Mr. Key’s salary be set at a level commensurate with other CEO’s of comparable public companies.

     Mr. Key’s annual incentive bonus award for fiscal 2000 was earned under the same program applicable to other corporate-level executive officers of the Company and was based solely on the fiscal 2000 financial performance of the Company and its subsidiaries. On that basis, Mr. Key received an annual incentive bonus award equal to 51.0% of his fiscal 2000 year-end base salary rate. No subjective assessment of Mr. Key’s performance entered into the determination of his annual incentive bonus award.

     Mr. Key participates in the 1991 Stock Option Plan and the 2000 Stock Incentive Plan and on November 11, 1999 was granted options for 25,000 shares of Common Stock at the option price of $33.0625 per share. This option grant was based on the Company’s continued success in executing its business strategies. Mr. Key is eligible to receive future option grants at the discretion of the Committee.

Deductibility of Executive Compensation

     Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), limits the amount of individual compensation for certain executives that may be deducted by the employer for federal income tax purposes in any one fiscal year to $1 million unless such compensation is “performance-based”. The determination of whether compensation is performance-based depends upon a number of factors, including shareholder approval of the plan under which the compensation is paid, the exercise price at which options or similar awards are granted, the disclosure to and approval by the shareholders of applicable performance standards, the composition of the Committee, and certification by the Committee that performance standards were satisfied. In order to preserve the Company’s ability to deduct certain performance-based compensation under Section 162(m), the Committee, in structuring compensation programs for its executive officers, intends to give strong consideration to the deductibility of awards.

SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:

     John F. Fort III, Chairman
     W. Lawrence Banks
     Christopher Wright

Executive Compensation

     The following table sets forth information concerning the cash compensation and additional incentive compensation paid by the Company to the Chief Executive Officer and each of its four other most highly compensated executive officers for the three fiscal years ended October 31, 2000.

SUMMARY COMPENSATION TABLE

OPTION GRANTS IN LAST FISCAL YEAR

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES

AUDIT COMMITTEE REPORT

     The Audit Committee of the Board of Directors is comprised of three non-employee directors, each of whom is independent (as defined in Sections 303.01(B)(2)(a) and (B)(3) of the New York Stock Exchange listing standards). The Audit Committee’s responsibilities are set forth in its Charter, the latest revision of which was adopted on May 16, 2000 (the “Charter”). The Charter is attached as Annex B to this Proxy Statement.

     Generally, the Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors. The Committee recommends to the full Board of Directors the selection of the Company’s independent public accountants to undertake appropriate reviews and audits of the Company’s financial statements, the preparation of which is the responsibility of Company management. The Audit Committee also discusses with the independent public accountants the overall scope and specific plans for their audits, the effectiveness and adequacy of the Company’s internal accounting controls and pending litigation, the results of their examinations, their evaluations of the Company’s internal accounting controls, and the overall quality of the Company’s financial reporting. The Audit Committee meets with management on a periodic basis to discuss any significant matters, internal audit recommendations, policy or procedural changes, and risks or exposures, if any, that may have a material effect on the Company’s financial statements.

     The Audit Committee has: (i) reviewed and discussed the Company’s audited financial statements for the fiscal year ended October 31, 2000 with the Company’s management; (ii) discussed with the Company’s independent public accountants the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards), as then in effect; (iii) received the written disclosures and the letter from the Company’s independent public accountants required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees), as then in effect, and has discussed with the Company’s independent public accountants such independent public accountants’ independence, (iv) reviewed internal audit recommendations, and (v) discussed with the Company’s independent public accountants the quality of the Company’s financial reporting.

     In reliance on the reviews, reports and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2000, for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE

Eriberto R. Scocimara, Chairman
Georg Graf Schall-Riaucour
Luitpold von Braun

SHAREHOLDER RETURN PERFORMANCE

     Set forth below is a line graph comparing the Company’s total shareholder returns to those of (i) the Standard & Poor’s 500 Index, (ii) the Standard & Poor’s Diversified Manufacturing Index (“Manufacturing Index”) and (iii) a comparable company index (comprising Danaher Corporation, Dover Corporation, Flowserve Corporation, Gorman-Rupp Company, IDEX Corporation, Robbins & Myers Inc., Tyco International Ltd., and Watts Industries, Inc.) for the five-year period ended October 31, 2000. Total return values were calculated based on cumulative total return assuming the value of the investment in the Company’s Common Stock and in each index was $100 and that all dividends were reinvested.

     The comparable company index (the “Peer Index”) includes one less company than was included in the Peer Index contained in the Company’s Proxy Statement for its 1999 Annual Meeting of Shareholders. The deleted company was merged out of existence during fiscal 2000. Due to the increasing number and diversity of the Company’s business operations and the continuing consolidation and combinations of U.S. industrial products businesses, the Company is replacing the Peer Index with the Manufacturing Index in the shareholder return performance graph.

[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.]

OTHER INFORMATION

Voting by Proxy and Confirmation of Beneficial Ownership

     To assure that shares will be represented at the Annual Meeting, please complete, sign and return the enclosed Proxy in the envelope provided for that purpose whether or not you expect to attend. Shares represented by a valid Proxy will be voted as specified.

     Any shareholder, without affecting any vote previously taken, may revoke a Proxy by a later-dated proxy or by giving notice of revocation to the Company in writing addressed to the Company at 160 Ben Burton Road, Bogart, Georgia 30622.

     As described below, the number of votes that each shareholder will be entitled to cast at the Annual Meeting will depend on when the shares were acquired and whether or not there has been a change in beneficial ownership since the date of acquisition, with respect to each of such holder’s shares. Stock dividend shares received pursuant to the Company’s August 1997 2-for-1 stock split shall be entitled the same number of votes as the original shares with respect to which the dividend shares were distributed unless there has been a change in beneficial ownership of such shares subsequent to such stock split.

     Yellow Proxy cards are being furnished to shareholders whose shares of Common Stock are held by brokers or banks or in nominee name. Shareholders receiving yellow Proxy cards are requested to confirm to the Company how many of the shares they owned as of January 31, 2001 were beneficially owned on or before January 31, 1997, entitling such shareholder to five (5) votes per share, and how many were acquired after January 31, 1997, entitling such shareholder to one (1) vote per share. If no confirmation of beneficial ownership is received from a shareholder at least three (3) business days prior to the Annual Meeting, it will be deemed by the Company that beneficial ownership of all shares was effected after January 31, 1997, and the shareholder will be entitled to one (1) vote for each share. If a shareholder provides incorrect information, he may provide correct information at any time at least three (3) business days prior to the voting of his shares at the Annual Meeting.

     Blue Proxy cards are being furnished to individual shareholders of record on January 31, 2001 whose shares of Common Stock on the records of the Company show the following:

     Printed on the blue Proxy card for each individual shareholder of record is the number of shares of Common Stock for which he is entitled to cast five (5) votes each and/or one (1) vote each, as the case may be, as shown on the records of the Company.

     Shareholders are urged to review the number of shares shown on their blue Proxy cards in the five-vote and one-vote categories. If the number of shares shown in a voting category is believed to be incorrect, the shareholder should notify the Company in writing of that fact and either enclose such notice along with his blue Proxy card in the postage-paid, return envelope, or mail such notice directly to the Company at the address indicated above. The shareholder should identify the shares improperly classified for voting purposes and provide information as to the date beneficial ownership was acquired by him. Any such notification of improper classification of votes must be made at least three (3) business days prior to the Annual Meeting or the shareholder will be entitled at the Annual Meeting to the number of votes indicated on the records of the Company.

     In certain cases, record ownership may change but beneficial ownership for voting purposes does not change. The Certificate of Incorporation of the Company states the exceptions where beneficial ownership is deemed not to have changed upon the transfer of shares of Common Stock. Shareholders should consult the pertinent provision of the Certificate of Incorporation attached as Annex A for those exceptions.

     By resolution duly adopted by the Board of Directors of the Company pursuant to section 4(B) (v) of the Certificate of Incorporation, the following procedures have been adopted for use in determining the number of votes per share to which a shareholder is entitled:

VOTING PROCEDURES

     The presence, in person or by proxy, of the owners of a majority of the votes entitled to be cast is necessary for a quorum at the Annual Meeting.

     All shares of Common Stock in the Roper Industries, Inc. Employee’s Retirement Savings 003 Plan, the Roper Industries, Inc. Employee’s Retirement Savings 004 Plan and the Roper Industries, Inc. Employee Stock Purchase Plan that have been allocated to the account of a participant in each such plan for which the respective plan trustee receives voting instructions will be voted in accordance with those instructions. Common Stock which has been allocated to the plan account of a participant and for which a trustee has not received voting instructions shall not be voted.

INDEPENDENT PUBLIC ACCOUNTANTS

     The firm of Arthur Andersen LLP provided assorted accounting services to the Company and served as the Company’s independent public accountants for fiscal 2000. One or more representatives of Arthur Andersen LLP are expected to be present at the Annual Meeting and will be given the opportunity to make a statement, if they so desire, and to respond to appropriate questions of shareholders in attendance. Consistent with its customary practice, the Board of Directors expects to appoint its independent public accountants for fiscal 2001 at an undetermined time following the Annual Meeting.

     The Company engaged Arthur Andersen LLP to serve as its independent public accountants on May 13, 1999. Prior to that date, KPMG LLP had served as the Company’s independent public accountants. The decision to change independent public accountants was recommended by the Audit Committee and approved by the Board of Directors.

     In connection with the audit of the Company’s fiscal year ended October 31, 1998, and with respect to the subsequent period through May 13, 1999, there were no disagreements with KPMG LLP on any matter of accounting principles or practices, financial statements disclosure, or auditing scope or procedures, which disagreements, if not resolved to their satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement. KPMG LLP’s report on the Company’s consolidated financial statements as of and for the fiscal year ended October 31, 1998 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

SHAREHOLDER PROPOSALS FOR PRESENTATION
AT THE 2002 ANNUAL MEETING

     If a shareholder of the Company wishes to present a proposal for consideration for inclusion in the Proxy Statement for the 2002 Annual Meeting of Shareholders scheduled, subject to change, to be held on March 15, 2002, the proposal must be sent by Certified Mail-Return Receipt Requested and must be received at the corporate offices of the Company, 160 Ben Burton Road, Bogart, Georgia 30622; Attn: General Counsel, no later than October 8, 2001. All proposals must conform to the rules and regulations of the Securities and Exchange Commission.

     The proxy or proxies designated by the Company will have discretionary authority to vote on any matter properly presented by a shareholder for consideration at the 2002 Annual Meeting of Shareholders, including any shareholder nominations for election of Directors, but not submitted for inclusion in the proxy materials for such meeting unless notice of the matter is received by the Company at its corporate offices not earlier than November 17, 2001, nor later than December 12, 2001, and certain other conditions of the Company’s bylaws and applicable rules of the Securities and Exchange Commission are satisfied.

OTHER MATTERS

     As of the date of this Proxy Statement, the Board of Directors of the Company knows of no other business which will be or is intended to be presented at the Annual Meeting. Should any further business come before the Annual Meeting or any adjourned Annual Meeting, it is the intention of the proxies named in the enclosed Proxy to vote according to their best judgment.

ANNEX A

Subparagraph B of ARTICLE 4 of the Restated
Certificate of Incorporation of Roper Industries, Inc.

     B.    (i)   EACH OUTSTANDING SHARE OF COMMON STOCK SHALL ENTITLE THE HOLDER THEREOF TO FIVE (5) VOTES ON EACH MATTER PROPERLY SUBMITTED TO THE SHAREHOLDERS OF THE CORPORATION FOR THEIR VOTE, WAIVER, RELEASE OR OTHER ACTION; EXCEPT THAT NO HOLDER OF OUTSTANDING SHARES OF COMMON STOCK SHALL BE ENTITLED TO EXERCISE MORE THAN ONE (1) VOTE ON ANY SUCH MATTER IN RESPECT OF ANY SHARE OF COMMON STOCK WITH RESPECT TO WHICH THERE HAS BEEN A CHANGE IN BENEFICIAL OWNERSHIP DURING THE FOUR (4) YEARS IMMEDIATELY PRECEDING THE DATE ON WHICH A DETERMINATION IS MADE OF THE SHAREHOLDERS OF THE CORPORATION WHO ARE ENTITLED TO VOTE OR TO TAKE ANY OTHER ACTION.

     (ii)   A CHANGE IN BENEFICIAL OWNERSHIP OF AN OUTSTANDING SHARE OF COMMON STOCK SHALL BE DEEMED TO HAVE OCCURRED WHENEVER A CHANGE OCCURS IN ANY PERSON OR PERSONS WHO, DIRECTLY OR INDIRECTLY, THROUGH ANY CONTRACT, AGREEMENT, ARRANGEMENT, UNDERSTANDING, RELATIONSHIP OR OTHERWISE HAS OR SHARES ANY OF THE FOLLOWING:

     (iii)    WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SECTION (ii) OF THIS SUBPARAGRAPH B, THE FOLLOWING EVENTS OR CONDITIONS SHALL BE DEEMED TO INVOLVE A CHANGE IN BENEFICIAL OWNERSHIP OF A SHARE OF COMMON STOCK:

A-1

     (iv)    NOTWITHSTANDING ANY OTHER PROVISION IN THIS SUBPARAGRAPH B TO THE CONTRARY, NO CHANGE IN BENEFICIAL OWNERSHIP OF AN OUTSTANDING SHARE OF COMMON STOCK SHALL BE DEEMED TO HAVE OCCURRED SOLELY AS A RESULT OF:

A-2

     (v)    FOR PURPOSES OF THIS SUBPARAGRAPH B, ALL DETERMINATIONS CONCERNING CHANGES IN BENEFICIAL OWNERSHIP, OR THE ABSENCE OF ANY SUCH CHANGE, SHALL BE MADE BY THE BOARD OF DIRECTORS OF THE CORPORATION OR, AT ANY TIME WHEN THE CORPORATION EMPLOYS A TRANSFER AGENT WITH RESPECT TO THE SHARES OF COMMON STOCK, AT THE CORPORATION’S REQUEST, BY SUCH TRANSFER AGENT ON THE CORPORATION’S BEHALF. WRITTEN PROCEDURES DESIGNED TO FACILITATE SUCH DETERMINATIONS SHALL BE ESTABLISHED AND MAY BE AMENDED, FROM TIME TO TIME, BY THE BOARD OF DIRECTORS. SUCH PROCEDURES SHALL PROVIDE, AMONG OTHER THINGS, THE MANNER OF PROOF OF FACTS THAT WILL BE ACCEPTED AND THE FREQUENCY WITH WHICH SUCH PROOF MAY BE REQUIRED TO BE RENEWED. THE CORPORATION AND ANY TRANSFER AGENT SHALL BE ENTITLED TO RELY ON ANY AND ALL INFORMATION CONCERNING BENEFICIAL OWNERSHIP OF THE OUTSTANDING SHARES OF COMMON STOCK COMING TO THEIR ATTENTION FROM ANY SOURCE AND IN ANY MANNER REASONABLY DEEMED BY THEM TO BE RELIABLE, BUT NEITHER THE CORPORATION NOR ANY TRANSFER AGENT SHALL BE CHARGED WITH ANY OTHER KNOWLEDGE CONCERNING THE BENEFICIAL OWNERSHIP OF OUTSTANDING SHARES OF COMMON STOCK.

A-3

     (vi)    IN THE EVENT OF ANY STOCK SPLIT OR STOCK DIVIDEND WITH RESPECT TO THE OUTSTANDING SHARES OF COMMON STOCK, EACH SHARE OF COMMON STOCK ACQUIRED BY REASON OF SUCH SPLIT OR DIVIDEND SHALL BE DEEMED TO HAVE BEEN BENEFICIALLY OWNED BY THE SAME PERSON FROM THE SAME DATE AS THAT ON WHICH BENEFICIAL OWNERSHIP OF THE OUTSTANDING SHARE OR SHARES OF COMMON STOCK, WITH RESPECT TO WHICH SUCH SHARE OF COMMON STOCK WAS DISTRIBUTED, WAS ACQUIRED.

     (vii)    EACH OUTSTANDING SHARE OF COMMON STOCK, WHETHER AT ANY PARTICULAR TIME THE HOLDER THEREOF IS ENTITLED TO EXERCISE FIVE (5) VOTES OR ONE (1) VOTE, SHALL BE IDENTICAL TO ALL OTHER SHARES OF COMMON STOCK IN ALL RESPECTS, AND TOGETHER THE OUTSTANDING SHARES OF COMMON STOCK SHALL CONSTITUTE A SINGLE CLASS OF SHARES OF THE CORPORATION.

A-4

ANNEX B

AUDIT COMMITTEE CHARTER

     I.   Composition of the Audit Committee:  The Audit Committee shall be comprised of at least three directors, each of whom shall have no relationship to the Company that may interfere with the exercise of their independence from management and the Company, and shall otherwise satisfy the applicable membership requirements under the rules of the New York Stock Exchange, Inc., as such requirements are interpreted by the Board of Directors in its business judgment.

     II.   Purposes of the Audit Committee:  The purposes of the Audit Committee are to assist the Board of Directors:

     The function of the Audit Committee is oversight. The management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements. Management and the internal auditing department are responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The outside auditors are responsible for planning and carrying out a proper audit and reviews, including the provision of an opinion or the Company’s annual financial statements and reviews of the Company’s quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Company and are not, and do not represent themselves to be, accountants or auditors by profession or experts in the fields of accounting or auditing. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures, and each member of the Audit Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company that it receives information from and (ii) the accuracy of the financial and other information provided to the Audit Committee by such persons or organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board of Directors).

     The outside auditors for the Company are ultimately accountable to the Board of Directors (as assisted by the Audit Committee). The Board of Directors, with the assistance of the Audit Committee, has the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the outside auditors (or to nominate the outside auditors to be proposed for shareholder approval in the proxy statement).

     The outside auditors shall submit to the Company annually a formal written statement delineating all relationships between the outside auditors and the Company (“Statement as to Independence”), addressing at least the matters set forth in Independence Standards Board No. 1.

B-1

     III.  Meetings of the Audit Committee:  The Audit Committee shall meet three times annually, or more frequently if circumstances dictate, to discuss with management such matters which include, but are not limited to, the annual audited financial statements, quarterly financial statement, and the systems of internal control quarterly financial results. In addition to such meetings of the Audit Committee as may be required to discuss the matters set forth in Article IV, the Audit committee should meet separately at least annually with management, the manager of the internal auditing department and the outside auditors to discuss any matters that the Audit Committee or any of these persons or firms believe should be discussed privately. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or outside auditors to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.

     IV.  Duties and Powers of the Audit Committee:  To carry out its purposes, the Audit Committee shall have the following duties and powers:

B-2

     V.   Resources and Authority of the Audit Committee:  The Audit Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to engage outside auditors for special audits, reviews and other procedures and to retain special counsel and other experts or consultants.

B-3

TIME-PHASED VOTING INSTRUCTIONS
ROPER INDUSTRIES, INC.

Voting Procedures - Beneficial Owners
Common Stock of Roper Industries, Inc.

To All Banks, Brokers and Nominees:

     Roper Industries, Inc. (“Roper”) shareholders who were holders of record on January 31, 2001 and who acquired their shares of Roper Common Stock on or before January 31, 1997, will be entitled to cast five votes per share at the Annual Meeting to be held March 16, 2001. Those holders of record who acquired their shares after January 31, 1997 are, with certain exceptions, entitled to cast one vote per share of the Common Stock they own. Stock dividend shares received pursuant to the Company’s August 1997 2-for-1 stock split in the form of a 100% stock dividend and which have been held since without any change in beneficial ownership shall be entitled the same number of votes as the original shares with respect to which they were distributed.

     To enable Roper to tabulate the voting by beneficial owners of Common Stock held in your name, a special proxy has been devised for use in tabulating the number of shares entitled to five votes each and one vote each. On this card, the beneficial owner must confirm the numbers of five-vote shares and one-vote shares, respectively, he is entitled to vote, and by the same signature, gives instructions as to the voting of those shares. ALL UNINSTRUCTED SHARES WILL BE VOTED UNDER THE 10-DAY RULE. ALL SHARES FOR WHICH BENEFICIAL OWNERSHIP IS NOT CONFIRMED, WHETHER INSTRUCTED OR NOT, WILL BE LISTED AS ONE-VOTE SHARES. THIS IS NOT TO BE REGARDED AS A NON-ROUTINE VOTE MERELY BECAUSE OF THE NATURE OF THE VOTING RIGHTS OF THE COMMON STOCK. The confirmation of beneficial ownership is as follows:

VOTING CONFIRMATION

Please provide the number of shares beneficially owned for each category as of January 31, 2001.

_______ shares beneficially owned ON or BEFORE January 31, 1997 entitled to five votes each.

_______ shares beneficially owned and acquired AFTER January 31, 1997 entitled to one vote each.

     If no confirmation is provided, it will be deemed that beneficial ownership of all shares voted will be entitled to one vote each.

     You do not have to tabulate votes. Only record the number of shares shown on the “Vote Confirmation” Section of the Proxy Card. If no shares are reported on the Proxy Card, record the shares for tabulation purposes as having been acquired AFTER January 31, 1997.

     If you are a broker, do not confirm shares. Only the beneficial owner confirms shares in each voting category shown on the Proxy Card.

     If you are a bank, you may wish to follow your usual procedures and furnish the Proxy Card to the beneficial owner. The beneficial owner will vote his beneficial ownership including the completion of the information required by the “Vote Confirmation”. The beneficial owner may return the Proxy Card either to you or to Roper Industries, Inc., c/o Trust Company Bank, Corporate Trust Department, P.O. Box 4625, Atlanta, Georgia 30302.

     Unless otherwise specified below, this Proxy will be voted FOR the election as Directors of the nominees listed below.

ROPER INDUSTRIES, INC.

This Proxy for the 2001 Annual Meeting of Shareholders
is Solicited on Behalf of the Board of Directors

     At the Annual Meeting of Shareholders of Roper Industries, Inc. to be held on March 16, 2001 at the corporate offices at 160 Ben Burton Road, Bogart, Georgia 30622, and all adjournments thereof, Derrick N. Key and Martin S. Headley, and each of them, are authorized to represent me and vote my shares on the following:

Item

1.     To elect three (3) Directors;

2.     To transact any other business properly brought before the meeting.

INSTRUCTION: In the tables on the reverse side indicate the number of shares voted FOR, AGAINST, or ABSTAIN FOR or WITHHOLD AUTHORITY as to each nominee for Director.

(Continued and to be signed on reverse side)

“Address Label”

Shares beneficially owned on or BEFORE January 31, 1997
(Post number of shares, not number of votes)
————————————————————————

Shares beneficially owned on or AFTER January 31, 1997
(Post number of shares, not number of votes)
————————————————————————

ROPER INDUSTRIES, INC.

160 Ben Burton Road
Bogart, Georgia 30622
706-369-7170

February 5, 2001

Dear Shareholder:

The attached Roper Industries, Inc. proxy card is different from the usual proxy card. Not only does it provide for you to give instructions as to how to vote your Roper Common Stock, but it also provides a place for you to confirm the number of shares you beneficially own on the date shown on the card. This, in turn, will indicate how many votes you will be entitled to cast at the Annual Meeting of Shareholders to be held on March 16, 2001.

The number of votes to which you will be entitled depends generally on when you acquired your shares and whether or not there has been any change since the date of acquisition in the “beneficial ownership” of your Common Stock, as that phrase is defined in Roper’s Restated Certificate of Incorporation (“Certificate of Incorporation”).

For example, if you purchased all of your Common Stock after January 31, 1997, you will have one vote per share. If you acquired your shares on or before January 31, 1997 and there has been no change in the beneficial ownership of your shares, you are entitled to five votes per share.

Also, you may beneficially own some Common Stock in each category, in which case you will be entitled to five votes with respect to some shares and one vote with respect to others.

Even though you have acquired shares after January 31, 1997, you may be entitled to five votes per share if the acquisition of such shares falls within one of the prescribed exceptions stated in the Certificate of Incorporation, pertinent portions of which are set forth beginning on page A-1 of the Notice of Annual Meeting of Shareholders and Proxy Statement.

It is important that you provide the information confirming the beneficial ownership of your shares in the space provided on the card. If you do not provide this information, you will be entitled to one vote per share for all shares covered by the proxy.

Very truly yours,

/s/  Derrick N. Key
Derrick N. Key
President & Chief Executive Officer

ROPER INDUSTRIES, INC.

This proxy for the 2001 Annual Meeting of Shareholders is Solicited on Behalf of the Board of Directors

Please provide the number of shares beneficially owned for each category as of January 31, 2001.

______________________shares beneficially owned ON or BEFORE January 31, 1997 entitled to five votes each.

______________________shares beneficially owned and acquired AFTER January 31, 1997 entitled to one vote each.

If no confirmation is provided, all shares voted will be entitled to one vote each.

(continued on reverse side)

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

ROPER INDUSTRIES, INC.

     Unless otherwise specified below, this Proxy will be voted FOR the election as Directors of the nominees listed below.

     At the Annual Meeting of Shareholders of Roper Industries, Inc. to be held on March 16, 2001 at 12 noon as its corporate offices at 160 Ben Burton Road, Bogart, Georgia 30622 and all meeting adjournments, Derrick N. Key and Martin S. Headley and each of them are authorized to represent me and vote my shares on the following:

The undersigned instructs that this Proxy be voted as marked.

Please sign your name as it appears on this Proxy, in case of joint ownership, all should sign. When signing as attorney, executor, administrator, trustee or guardian give full title as such.

BLUE LETTER

ROPER INDUSTRIES, INC.

160 Ben Burton Road
Bogart, Georgia 30622
706-369-7170

February 5, 2001

Dear Shareholder of Record:

     The enclosed Roper Industries, Inc. proxy card is furnished to you as a holder of record of shares of Roper Common Stock as of January 31, 2001, the record date for the Annual Meeting of Shareholders to be held on March 16, 2001. Not only does it provide for you to give instructions as to how to vote your Common Stock, but it also indicates the number of such shares held of record entitled to five votes and the number of such shares entitled to one vote, according to Roper’s shareholder records. The number of votes per share to which you are entitled depends generally on when you acquired your Common Stock and whether or not there has been any change since the date of acquisition in the “beneficial ownership” of your Common Stock, as that phrase is defined in Roper’s Restated Certificate of Incorporation (“Certificate of Incorporation”).

     For example, if you acquired all of your Common Stock after January 31, 1997, you will have one vote per share. If you acquired your shares on or before January 31, 1997 and there has been no change in the beneficial ownership of your shares, you are entitled to five votes per share. You may beneficially own some Common Stock in each category, in which case you will be entitled to five votes with respect to some shares and one vote with respect to others.

     Even though you have acquired shares after January 31, 1997, you may be entitled to five votes per share if the acquisition of such shares falls within one of the prescribed exceptions stated in the Certificate of Incorporation, pertinent portions of which are set forth beginning on page A-1 of the Notice of Annual Meeting of Shareholders and Proxy Statement.

     If you believe the number of your shares held of record indicated to be entitled to five votes and one vote is incorrect, you should follow the procedures set out in the Proxy Statement which accompanies the proxy card.

     You also may own additional shares of Roper Common Stock in “street name” through bank or brokerage accounts. If so, you will receive a different proxy card with respect to those shares which you should complete to vote such additional shares at the Annual Meeting.

Very truly yours,

     Derrick N. Key
President & Chief Executive Officer

BLUE CARD [FRONT]

ROPER INDUSTRIES, INC.

This proxy for the 2001 Annual Meeting of Shareholders is Solicited on Behalf of the Board of Directors

The undersigned instructs that this Proxy be voted as marked.

BLUE CARD [BACK]

Unless otherwise specified below, this Proxy will be voted FOR the election as Directors of the nominees listed below.

     At the Annual Meeting of Shareholders of Roper Industries, Inc. to be held on March 16, 2001 at 12 noon as its corporate offices at 160 Ben Burton Road, Bogart, Georgia 30622 and all meeting adjournments, Derrick N. Key and Martin S. Headley and each of them are authorized to represent me and vote my shares on the following.

February 5, 2001

Dear Roper Industries, Inc. Employees’ Retirement Savings 003 and/or 004 Plan (the “Plan”) Participant:

Please find enclosed Roper’s 2000 Annual Report to Shareholders and the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement which were recently mailed to our shareholders in advance of their March 16, 2001 Annual Meeting.

As a participant in the Plan by virtue of your employment you have elected that certain contributions to the Plan on your behalf be invested in Roper’s Common Stock acquired in the open market. All shares of Roper Common Stock so held for the benefit of Plan participants as of the record date (January 31, 2001) for the 2001 Annual Meeting of Shareholders are eligible to be voted by the Plan Trustee. In casting its votes, the Plan Trustee will consider the voting preferences of those Plan participants who have invested in Roper Common Stock. The Plan Trustee will not vote shares for which no preferences have been received.

Accordingly, I encourage you to complete the enclosed card, sign and date it, and return it to the Plan Trustee in the envelope provided. The cards must be received by March 16, 2001 in order to be considered by the Plan Trustee.

Sincerely,


 

Derrick N. Key
Chairman of the Board,
President and CEO

Enclosures

WHITE CARD 03 [FRONT]

ROPER INDUSTRIES, INC.

EMPLOYEES’RETIREMENT SAVING 003 PLAN PARTICIPANT VOTING PREFERENCE FOR THE 2001 ANNUAL MEETING OF SHAREHOLDERS

     The undersigned instructs the Plan Trustee of his/her preference that the shares of Roper Industries, Inc. Common Stock held in his/her Plan accounts as of the Annual Meeting record date be voted as indicated on the reverse side hereof.

Dated February 5, 2001

(Continue on Reverse Side)

WHITE CARD 03 [BACK]

     At the Annual Meeting of Shareholders of Roper Industries, Inc. to be held on March 16, 2001 at 12 noon as its corporate offices at 160 Ben Burton Road, Bogart, Georgia 30622 and all meeting adjournments, my voting preference for the shares held in my Plan account are as follows:

WHITE CARD 04 [FRONT]

ROPER INDUSTRIES, INC.

EMPLOYEES’ RETIREMENT SAVING 004 PLAN PARTICIPANT VOTING PREFERENCE FOR
THE 2001 ANNUAL MEETING OF SHAREHOLDERS

     The undersigned instructs the Plan Trustee of his/her preference that the shares of Roper Industries, Inc. Common Stock held in his/her Plan accounts as of the Annual Meeting record date be voted as indicated on the reverse side hereof.

Dated February 5, 2001

(Continue on Reverse Side)

WHITE CARD 04 [BACK]

     At the Annual Meeting of Shareholders of Roper Industries, Inc. to be held on March 16, 2001 at 12 noon as its corporate offices at 160 Ben Burton Road, Bogart, Georgia 30622 and all meeting adjournments, my voting preference for the shares held in my Plan account are as follows: