View:
Download DOC
Download PDF
Download XLS
SEC FORM 4/A 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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
MANNEBACH JAMES A
(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, Industrial Technology
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/09/2004 		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 08/05/2004 M 13,141 A $29.8 13,141 D
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) $29.8 08/05/2004 M 9,786 04/03/2003 04/02/2013 Common Stock 9,786 $0.00 20,149 D
Explanation of Responses:
Remarks:
James A. Mannebach, by Paul J. Soni, his attorney-in-fact pursuant to Power of Attorney dated August 16, 2004. 08/16/2004
** 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.
 SECTION 16
POWER OF ATTORNEY

	Know all by these presents, that the
undersigned hereby constitutes and appoints Susan Boutelle and Paul J. Soni
or either of them, signing singly, the undersigneds true and lawful
attorney-in-fact to:

	(1)	execute for and on behalf of the
undersigned, in the undersigneds capacity as an officer, director and/or
10% shareholder of Roper Industries, Inc. (the "Company"), Forms 3, 4, and
5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;

	(2)	do and perform any and all acts for and
on behalf of the undersigned which may be necessary or desirable to
complete and execute any such Form 3, 4, or 5 and timely file such form
with the Securities and Exchange Commission and any stock exchange or
similar authority; and

	(3)	take any other action of any type
whatsoever in connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain such terms
and conditions as such attorney-in-fact may approve in such
attorney-in-facts discretion.

	The undersigned hereby grants to each
such attorney-in-fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary, or proper to be done
in the exercise of any of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-facts
substitute or substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming, nor
is the Company assuming, any of the undersigneds responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

	This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the undersigneds
holdings of and transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has
caused this Power of Attorney to be executed as of this 16 day of August,
2004.

					/s/ James A. Mannebach								  James A. Mannebach



CONFIRMING STATEMENT


	This Statement confirms
that the undersigned, James A. Mannebach, has authorized and designated
Susan Boutelle and Paul J. Soni or either of them to execute and file on
the undersigneds behalf all Forms 3, 4, and 5 (including any amendments
thereto) that the undersigned may be required to file with the Securities
and Exchange Commission as a result of the undersigneds ownership of or
transactions in securities of Roper Industries, Inc.  The authority of
Susan Boutelle and Paul J. Soni under this Statement shall continue until
the undersigned is no longer required to file Forms 3, 4, and 5 with regard
to the undersigneds ownership of or transactions in securities of Roper
Industries, Inc., unless earlier revoked in writing.  The undersigned
acknowledges that neither Susan Boutelle nor Paul J. Soni is assuming any
of the undersigneds responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934, as amended.


Date: August 16,
2004				/s/ James A. Mannebach
								James A. Mannebach

							Reporting Person