SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HEADLEY MARTIN S

(Last) (First) (Middle)
2160 SATELLITE BLVD., SUITE 200

(Street)
DULUTH GA 30097

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ROPER INDUSTRIES INC /DE/ [ ROP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP,Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/10/2004 M 2,500 A $33.0625 5,700 D
Common Stock 06/10/2004 M 5,088 A $26.625 10,788 D
Common Stock 06/10/2004 M 5,400 A $22.8125 16,188 D
Common Stock 06/10/2004 S 7,300 D $53.15 8,888 D
Common Stock 06/10/2004 S 288 D $53.54 8,600 D
Common Stock 1,000 I(1) By Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy) $33.0625 06/10/2004 M 2,500 11/11/1999 11/10/2009 Common Stock 2,500 $0 6,846 D
Employee Stock Options (right to buy) $26.625 06/10/2004 M 5,088 11/10/1997 11/09/2007 Common Stock 5,088 $0 0 D
Employee Stock Options (right to buy) $22.8125 06/10/2004 M 5,400 07/22/1996 07/21/2006 Common Stock 5,400 $0 14,600 D
Explanation of Responses:
1. Reporting person disclaims beneficial ownership of all such shares.
Remarks:
Martin S. Headley 06/11/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
 LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS



	I, Martin S. Headley, an Officer of Roper Industries, Inc., do hereby
appoint Shanler D. Cronk, Vice President, General Counsel and Secretary of
Roper Industries, Inc., as Attorney-in-Fact to execute, deliver and file on
my behalf Securities & Exchange Commission Forms 144, Forms 4 and Forms 5
as such forms may be required in connection with my acquisition and
disposition of shares of the common stock, or options therefore of Roper
Industries, Inc., such authority as Attorney-in-Fact to be exercised in
each instance at my specific direction.

	IN WITNESS WHEREOF, the
undersigned has caused this Power of Attorney to be executed as of this
23rd day of May, 2003.





									   s/s  Martin
S. Headley
						Signature



									   Martin S.
Headley
						Print Name



STATE OF GEORGIA

COUNTY
OF GWINNETT



	On this 23rd day of May, 2003, Martin S.
Headley personally appeared before me, and acknowledged that s/he executed
the foregoing instrument for the purposes therein contained.

	IN
WITNESS WHEREOF, I have hereunto set my hand and official seal.




									   s/s Susan K. Boutelle
						Notary Public




									  My Commission Expires: June 14, 2005