UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

February 23, 2005

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ROPER INDUSTRIES, INC.

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DELAWARE

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1-12273		51-0263969
(COMMISSION FILE NUMBER)		(IRS EMPLOYER IDENTIFICATION NO.)
2160 SATELLITE BLVD., SUITE 200, DULUTH, GEORGIA		30097
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)		(ZIP CODE)

(770) 495-5100

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NOT APPLICABLE

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[    ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)                                         
[    ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)                                         
[    ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[    ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  

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Item 2.02 Results of Operations and Financial Condition.

On February 23, 2005, Roper Industries, Inc. (the “Company”) issued a press release containing information about the Company’s results for the fiscal-year ended December 31, 2004. A copy of the press release is furnished as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(a)     Financial Statements of Businesses Acquired.

Not applicable.

(b)     Pro Forma Financial Information.

Not applicable.

(c)     Exhibits.

99.1 Press Release of the Company dated February 23, 2005.

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Signatures

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Roper Industries, Inc.
		(Registrant)
		BY:   /s/ Brian D. Jellison
			Brian D. Jellison, Chairman of the Board, President and Chief Executive Officer		Date: February 23, 2005

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release of the Company dated February 23, 2005

Roper Industries, Inc.

Contact Information:
Chris Hix
Director of Investor Relations
+1 (770) 495-5100
investor-relations@roperind.com

FOR IMMEDIATE RELEASE

Roper Industries Announces Record Fourth Quarter and Full Year Performance in 2004

Operational Success Demonstrated by Strong Internal Growth and Cash Flow;
Strategic Acquisitions Position Roper for Continued Record Performance in 2005

Duluth, Georgia, February 23, 2005 ... Roper Industries, Inc. (NYSE: ROP) reported record financial results for the fourth quarter and full year ended December 31, 2004.

Adjusted diluted earnings per share (DEPS) were $2.68 for the year, at the high end of the Company’s original guidance range of $2.45-$2.70. These results exclude inventory revaluation charges related to the December 2003 acquisition of Neptune, and effects from the December 2004 acquisition of TransCore and related financing activities. Non-adjusted DEPS were $2.48, compared with $1.41 in the prior year, an increase of 76% (see Table 1 for a reconciliation of 2004 DEPS). Net sales for 2004 were $970 million, an increase of 48% over 2003 net sales of $657 million, and orders of $971 million represent a 50% increase over 2003.

In the fourth quarter, Roper reported adjusted DEPS of $0.80 and non-adjusted DEPS of $0.64 compared with non-adjusted DEPS of $0.06 in the fourth quarter of 2003. Roper achieved net sales of $277 million in the fourth quarter, a 63% increase over the fourth quarter of 2003. Fourth quarter results include 18% internal growth and solid contributions from acquisitions, including $15 million of net sales from TransCore (see Table 2 for more information). Fourth quarter orders increased 61% over the comparable 2003 quarter to $279 million and included internal growth of 14%.

“Our 2004 results reflect the successful execution of our growth strategy,” said Brian Jellison, Roper’s Chairman, President and CEO. “Our business units have expanded their markets, channels and product offerings, the portfolio is well-positioned in end markets with favorable growth drivers, and our disciplined acquisition program continues to create new growth paths for Roper. The result is significant growth, record earnings and particularly strong cash flow.”

In 2004, Roper reported $214 million of adjusted EBITDA during the year, 73% higher than 2003 adjusted EBITDA of $124 million (see table 3 for calculations of adjusted EBITDA). Roper converted 176% of net earnings into cash flow from operating activities, generating $165 million of cash flow in 2004, 131% higher than the prior year. The Company produced $63 million of cash flow in the fourth quarter, which included $10 million contributed by TransCore.

The Company’s focus on working capital produced substantial improvements in the quarter, including a record low amount of net working capital relative to sales. Due in part to strong cash flow performance, Roper ended the year with $129 million in cash and a net debt-to-net capital ratio of 40.6%, significantly improved from 47.0% at the beginning of the year.

2005 Outlook

In 2005, Roper expects to produce at least $314 million of EBITDA, which would represent an increase of more than $100 million over 2004 levels. The Company also forecasts over $225 million of cash flow from operating activities. Net sales are expected to exceed $1.37 billion, reflecting full year contributions from TransCore and continued internal growth. Despite the Company’s forecast of higher interest and tax rates, the Company initiated full year 2005 DEPS guidance of $3.10-$3.30 and expects increasing quarterly performance throughout the year, similar to the quarterly improvement trends experienced in 2004. First quarter DEPS are expected to be $0.52-$0.56, which includes $0.04 of inventory revaluation charges related to the acquisition of TransCore.

“Roper is well-positioned to continue its record performance in 2005,” said Mr. Jellison. “With the successful transformation of our business over the past few years, approximately 75% of our end markets are now in attractive RFID, energy, water and research markets with lower cyclical risk. We remain committed to continuing the great strides we have made in internal growth, working capital and cash flow. We are integrating TransCore into the Company with a focus on extending its technologies into targeted growth markets, such as automatic meter reading and security applications. We also see exciting opportunities for our disciplined acquisition process to supplement our existing growth platforms.”

Conference Call to be Held at 10:00 AM (ET) Tomorrow

A conference call to discuss these results has been scheduled for 10:00 AM ET on Thursday, February 24, 2005. The call can be accessed via webcast or by dialing (800) 289-0569 (US/Canada) or +1 (913) 981-5542, using access code 246872. Webcast information and conference call materials will be made available in the “Investor Information” section of Roper’s website (www.roperind.com) prior to the start of the call. Telephonic replays will be available for up to two weeks by calling +1 719/457-0820 and using the access code 246872.

Table 1: Adjusted Diluted Earnings per Share

			Q4 2004			2004
Diluted Earnings per Share			$	0.64		$	2.48
Add Back: $2.2 Million Pre-Tax Inventory Revaluation Charge				--			0.04
from December 2003 Acquisition of Neptune
Add Back: Effects of the December 13, 2005 TransCore Acquisition,				0.16			0.16
Principally a $8.2 Million Pre-Tax Write-Off of Deferred Financing
Costs Resulting from the Company’s New Senior Secured Credit Facility
Adjusted Diluted Earnings per Share			$	0.80		$	2.68

Table 2: Net Sales (Millions)

			Q4 2003			Q4 2004
Net Sales as Reported			$	170		$	277
Less: Net Sales from Acquisitions				(--)			(76	)
Internal Net Sales			$	170		$	201

Note to Table 2: To compute internal growth, the Company excludes sales from business units not owned for the entire length of the comparative periods being presented.

Table 3: Adjusted EBITDA

			2003			2004			2005E
Net Earnings			$	45		$	94		$	135-$144
Add: Interest Expense				16			29			40-43
Add: Income Taxes				18			40			65-69
Add: Depreciation and Amortization				16			41			74-76
EBITDA				95			204			314-332
Add: Neptune Inventory Revaluation Charges				--			2			--
Add: Debt Extinguishment Charges				25			8			--
Add: Discontinued Operations				3			--			--
Rounding				1			--			--
Adjusted EBITDA			$	124		$	214		$	314-$332

Note to Table 3: 2005 EBITDA projections include over $4 million of inventory revaluation charges related to the acquisition of TransCore.

Table 4: Net Debt-to-Net Capital Ratio (Millions)

			Yearend 2003			Yearend 2004
Total Debt			$	651		$	892
Less: Cash				(70	)		(129	)
Equals: Net Debt				581			763
Add: Shareholders' Equity				656			1,114
Equals: Net Capital			$	1,237		$	1,877
Net Debt Divided by Net Capital				47.0	%		40.6	%

About Roper Industries

Roper Industries is a diversified industrial growth company providing engineered products and solutions for global niche markets. Additional information about Roper Industries, including registration to receive press releases via email, is available on the Company’s website, www.roperind.com.

The information provided in this press release contains forward looking statements within the meaning of the federal securities laws. These forward looking statements include, among others, statements regarding the prospects for newly acquired businesses to compete in their markets and contribute to future growth and profit expectations; our strategic goals, and our 2005 outlook. Forward looking statements may be indicated by words or phrases such as “anticipate,” “estimate,” “plans,” “expects,” “projects,” “should,” “will,” “believes” or “intends” and similar words and phrases. These statements reflect management’s current beliefs and are not guarantees of performance. They involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward looking statement. Such risks and uncertainties include our ability to integrate our acquisitions and realize expected synergies. We also face other general risks, including our ability to realize cost savings from our operating initiatives, unfavorable changes in foreign exchange rates, difficulties associated with exports, risks associated with our international operations, difficulties in making and integrating acquisitions, risks associated with newly acquired businesses, increased product liability and insurance costs, increased warranty exposure, future competition, changes in the supply of, or price for, parts and components, environmental compliance costs and liabilities, risks and cost associated with asbestos related litigation and potential write-offs of our substantial intangible assets. Important risk may be discussed in current and subsequent filings with the SEC. You should not place undue reliance on any forward looking statements. These statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

We refer to certain non-GAAP financial measures in this press release. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures can be found within this press release.

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Roper Industries, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (unaudited)
(Amounts in thousands)

			December 31, 2004			December 31, 2003
CURRENT ASSETS:
Cash and cash equivalents			$	129,419		$	70,234
Accounts receivable				242,014			150,856
Inventories				132,282			107,082
Deferred taxes				20,485			33,314
Other current assets				31,960			19,706
Total current assets				556,160			381,192
PROPERTY, PLANT AND EQUIPMENT, NET				97,949			78,461
OTHER ASSETS:
Goodwill				1,144,035			711,158
Other intangible assets, net				487,173			298,669
Deferred taxes				34,205			6,034
Other assets				46,882			39,481
Total other assets				1,712,295			1,055,342
TOTAL ASSETS			$	2,366,404		$	1,514,995
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable			$	65,801		$	45,412
Accrued liabilities				145,880			93,523
Deferred taxes				5,342			1,639
Current portion of long-term debt				36,527			20,923
Total current liabilities				253,550			161,497
NONCURRENT LIABILITIES:
Long-term debt				855,364			630,186
Deferred taxes				125,984			50,187
Other liabilities				17,420			17,344
Total liabilities				1,252,318			859,214
STOCKHOLDERS' EQUITY:
Common stock				436			372
Additional paid-in capital				645,373			293,402
Retained earnings				415,188			336,520
Accumulated other comprehensive earnings				76,249			48,989
Treasury stock				(23,160	)		(23,502	)
Total stockholders' equity				1,114,086			655,781
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	2,366,404		$	1,514,995

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Roper Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings (unaudited)
(Amounts in thousands, except per share data)

			Three months ended December 31,						Twelve months ended December 31,
			2004			2003			2004			2003
Net sales			$	276,549		$	169,794		$	969,764		$	657,356
Cost of sales				136,528			80,714			484,719			311,218
Gross profit				140,021			89,080			485,045			346,138
Selling, general and administrative expenses				87,819			59,776			313,743			238,038
Income from operations				52,202			29,304			171,302			108,100
Interest expense				7,781			3,731			28,847			16,384
Loss on extinguishment of debt				8,168			25,054			8,168			25,054
Other income/(expense)				(589	)		(177	)		(571	)		(372	)
Earnings from continuing operations before
income taxes				35,664			342			133,716			66,290
Income taxes				10,878			(1,555	)		39,864			18,229
Earnings from continuing operations				24,786			1,897			93,852			48,061
Loss from discontinued operations, net of tax
expense of $151 for 2003				--			--			--			(2,822	)
Net Earnings			$	24,786		$	1,897		$	93,852		$	45,239
Earnings per share:
Basic:
Earnings from continuing operations			$	0.65		$	0.06		$	2.52		$	1.52
Loss from discontinued operations				--			--			--			(0.09	)
Net Earnings			$	0.65		$	0.06		$	2.52		$	1.43
Diluted:
Earnings from continuing operations			$	0.64		$	0.06		$	2.48		$	1.50
Loss from discontinued operations				--			--			--			(0.09	)
Net Earnings			$	0.64		$	0.06		$	2.48		$	1.41
Weighted average common and common
equivalent shares outstanding:
Basic				38,262			31,850			37,220			31,575
Diluted				38,920			32,510			37,832			31,992

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Roper Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(Amounts in thousands)

			Twelve months ended December 31,
			2004			2003
Net earnings			$	93,852		$	45,239
Depreciation				18,260			11,540
Amortization				23,127			4,838
Other, net				29,586			9,676
Cash provided by operating activities				164,825			71,293
Business acquisitions, net of cash acquired				(641,147	)		(492,510	)
Capital expenditures				(12,141	)		(10,422	)
Other, net				(5,111	)		(4,664	)
Cash used by investing activities				(658,399	)		(507,596	)
Debt borrowings, net				223,368			298,837
Issuance of common stock				322,783			191,560
Dividends				(14,201	)		(11,738	)
Other, net				16,422			9,360
Cash provided by financing activities				548,372			488,019
Effect of exchange rate changes on cash				4,387			3,248
Net increase in cash and equivalents				59,185			54,964
Cash and equivalents, beginning of period				70,234			15,270
Cash and equivalents, end of period			$	129,419		$	70,234

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Roper Industries, Inc. and Subsidiaries
Selected Segment Financial Data (unaudited)
(Amounts in thousands and percents of net sales)

			Three months ended December 31,												Twelve months ended December 31,
			2004						2003						2004						2003
			Amount			%			Amount			%			Amount			%			Amount			%
Net sales:
Instrumentation			$	64,144					$	50,884					$	213,722					$	181,329
Industrial Technology				101,857						43,508						396,671						170,324
Energy Systems & Controls				45,087						33,708						156,232						138,968
Scientific & Industrial Imaging				50,248						41,694						187,926						166,735
RF Technology				15,213						--						15,213						--
Total			$	276,549					$	169,794					$	969,764					$	657,356
Gross profit:
Instrumentation			$	37,634			58.7	%	$	29,556			58.1	%	$	123,443			57.8	%	$	105,779			58.3	%
Industrial Technology				44,693			43.9	%		19,024			43.7	%		169,064			42.6	%		77,600			45.6	%
Energy Systems & Controls				23,605			52.4	%		18,102			53.7	%		81,664			52.3	%		73,355			52.8	%
Scientific & Industrial Imaging				27,949			55.6	%		22,398			53.7	%		104,734			55.7	%		89,404			53.6	%
RF Technology				6,140			40.4	%		--						6,140			40.4	%		--
Total			$	140,021			50.6	%	$	89,080			52.5	%	$	485,045			50.0	%	$	346,138			52.7	%
Operating profit*:
Instrumentation			$	16,078			25.1	%	$	10,715			21.1	%	$	43,141			20.2	%	$	31,757			17.5	%
Industrial Technology				22,113			21.7	%		8,561			19.7	%		81,975			20.7	%		36,147			21.2	%
Energy Systems & Controls				12,340			27.4	%		6,868			20.4	%		33,807			21.6	%		26,459			19.0	%
Scientific & Industrial Imaging				9,721			19.3	%		7,158			17.2	%		32,369			17.2	%		27,954			16.8	%
RF Technology				(20	)		n/m			--						(20	)		n/m			--
Total			$	60,232			21.8	%	$	33,302			19.6	%	$	191,272			19.7	%	$	122,317			18.6	%
Net Orders:
Instrumentation			$	62,979					$	51,325					$	215,821					$	178,255
Industrial Technology				95,303						40,906						386,488						168,798
Energy Systems & Controls				56,888						38,422						170,459						143,933
Scientific & Industrial Imaging				48,991						42,474						182,887						154,538
RF Technology				15,213						--						15,213						--
Total			$	279,374					$	173,127					$	970,868					$	645,524

*	Operating profit is before unallocated corporate general and administrative expenses. Such expenses were $8,030 and $3,998 for the three months ended December 31, 2004 and 2003, respectively, and $19,970 and $14,217 for the twelve months ended December 31, 2004 and 2003, respectively.