UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 11-K

(Mark One)

  [X]  Annual Report pursuant to Section 15(d) of the Securities Exchange Act of
       1934 for the fiscal year ended December 31, 2001.

                                       or

  [_]  Transition report pursuant to Section 15(d) of the Securities Exchange
       Act of 1934 for the transition period from ___________to ____________.

                         Commission file number 1-12273

A.     Full title of the plan and the address of the plan, if different from
       that of the issuer named below: Roper Industries, Inc. Employees'
       Retirement Savings 003 Plan.

B.     Name of issuer of the securities held pursuant to the plan and the
       address of its principal executive office: Roper Industries, Inc., 160
       Ben Burton Rd., Bogart, GA 30622.

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Roper Industries, Inc.:

We have audited the accompanying statements of net assets available for benefits
of Roper Industries, Inc. Employees' Retirement Savings 003 Plan as of December
31, 2001 and 2000 and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements and the
schedules referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2001 and 2000 and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States.

Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
(held at end of year) and nonexempt transactions are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of Labor
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The schedules are the responsibility of the Plan's
management. The schedules have been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.

                                                 Arthur Andersen LLP

April 25, 2002
Atlanta, Georgia

                                        2

                             ROPER INDUSTRIES, INC.
                     EMPLOYEES' RETIREMENT SAVINGS 003 PLAN

                 Statement of Net Assets Available for Benefits

                           December 31, 2001 and 2000
                                 (In thousands)

                                                                                      2001         2000
                                                                                    -------       -------
                                                                                            
Investments, at fair value, based upon quoted market prices                         $43,384       $46,491
                                                                                    -------       -------
Investments, at contract value, as determined by the Trustee                         17,306        14,819
                                                                                    -------       -------
Cash                                                                                     96            27
                                                                                    -------       -------

Contributions receivable:
   Participant withholdings                                                             332           330
   Employer matching                                                                    353           338
                                                                                    -------       -------
                                                                                        685           668
                                                                                    -------       -------

Net assets available for benefits                                                   $61,471       $62,005
                                                                                    =======       =======

        The accompanying notes are an integral part of these statements.

                                       3

                             ROPER INDUSTRIES, INC.
                     EMPLOYEES' RETIREMENT SAVINGS 003 PLAN

           Statements of Changes in Net Assets Available for Benefits

                 For the years ended December 31, 2001 and 2000
                                 (In thousands)

                                                                       2001              2000
                                                                   -------------    --------------
                                                                              
Additions:
   Investment income (loss):
     Net depreciation in fair value of investments                 $      (4,628)   $       (8,133)
     Dividends                                                             1,288             2,675
     Interest                                                                 80                73
                                                                   -------------    --------------
       Total net investment loss                                          (3,260)           (5,385)
                                                                   -------------    --------------

   Contributions:
     Participant rollovers                                                   118               137
     Participant withholdings                                              3,188             3,249
     Employer matching                                                     3,248             2,996
                                                                   -------------    --------------
       Total contributions                                                 6,554             6,382
                                                                   -------------    --------------

       Total additions                                                     3,294               997
                                                                   -------------    --------------

Deductions:
   Benefits paid to participants                                           3,820             5,248
   Other                                                                       8                21
                                                                   -------------    --------------

       Total deductions                                                    3,828             5,269
                                                                   -------------    --------------

Net decrease in net assets available for benefits                           (534)           (4,272)

Net assets available for benefits, beginning of year                      62,005            66,277
                                                                   -------------    --------------

Net assets available for benefits, end of year                     $      61,471    $       62,005
                                                                   =============    ==============

        The accompanying notes are an integral part of these statements.

                                       4

                             ROPER INDUSTRIES, INC.
                     EMPLOYEES' RETIREMENT SAVINGS 003 PLAN

                   Notes to Financial Statements and Schedules
                           December 31, 2001 and 2000

1.   Plan Description

     The following description of the Roper Industries, Inc. Employees'
     Retirement Savings 003 Plan (the "Plan") provides only general information.
     Participants should refer to the plan document for a more complete
     description of the Plan's provisions.

     General
     -------

         The Plan is sponsored by Roper Industries, Inc. ("Roper" or
         "Employer"). It is a defined contribution retirement savings plan
         subject to certain provisions of the Employee Retirement Income
         Security Act of 1974 ("ERISA"), as amended. Scudder Trust Company and
         Scudder Kemper Retirement Services ("Scudder") serve as trustee and
         record keeper, respectively.

     Eligibility
     -----------

         Employees of certain of Roper's subsidiaries become eligible to
         participate in the Plan after six months of continuous service provided
         the employee has attained 18 years of age. New employees of Roper
         resulting from certain mergers and acquisitions are credited for
         service with the prior company for eligibility and vesting purposes.

     Participant Contributions
     -------------------------

         Participants may make contributions in 1% increments of their eligible
         compensation, as defined by the Plan, within the range of 1% to 40%,
         for each payroll period in the form of (i) before-tax contributions
         (30% maximum), (ii) after-tax contributions or (iii) a combination of
         before-tax and after-tax contributions. Total participant contributions
         during the Plan's fiscal year may not exceed the ceiling established by
         the Internal Revenue Service ($11,000 for 2001 and $10,500 for 2000). A
         participant may withdraw all or part of after-tax contributions after
         filing a written application. Participants may change their rate of
         contributions up to four times per year.

     Employer Contributions
     ----------------------

         Roper contributes an amount equal to 3% of each participant's eligible
         compensation, matches 100% of the first 3% of a participant's
         compensation contributed to the Plan and matches 50% of the second 3%
         of a participant's compensation contributed to the Plan. Employer
         contributions are also limited by guidelines established by the
         Internal Revenue Service. Employer contributions can only be based on
         the first $200,000 and $170,000 of participant compensation in 2001 and
         2000, respectively.

                                        5

                             ROPER INDUSTRIES, INC.
                     EMPLOYEES' RETIREMENT SAVINGS 003 PLAN

                  Notes to Financial Statements and Schedules
                           December 31, 2001 and 2000

     Participant Accounts
     --------------------

         The Plan's trust consists of contributions by the participants and
         Roper and net earnings (losses) from investments. Investment
         appreciation or depreciation and investment earnings (losses) are
         credited to or deducted from participant accounts based on the ratio of
         each participant's account to the aggregate of all participant accounts
         within each fund on a daily basis.

     Investment Options
     ------------------

         Each participant may elect to have contributions invested in any of the
         investment funds offered by the Plan. At December 31,2001, the
         investment choices consisted of Roper common stock, Scudder Balanced
         Fund, Scudder Growth and Income Fund, Scudder International Fund,
         Scudder Large Company Growth Fund, Scudder Stable Value Fund, Scudder
         Stock Index Fund, INVESCO Dynamics Fund, Janus Worldwide Fund, Managers
         Special Equity Fund and PIMCO Total Return Fund. A participant can
         change investment choices at any time by calling the recordkeeper
         directly.

     Benefit Payments
     ----------------

         Upon separation of service, as defined by the Plan, participants may
         generally elect to receive their vested account balances in either a
         lump-sum payment or several forms of periodic installments. If vested
         account balances are less than $5,000, participants will automatically
         receive a lump-sum distribution.

     Vesting
     -------

         Participants are immediately vested in their contributions plus
         investment performance thereon. Employer contributions become vested to
         participants 20% after the first year of participation and an
         additional 20% after each additional year of participation, up to 100%.

     Termination
     -----------

         Roper may terminate, or partially terminate, the Plan or discontinue
         employer contributions to the Plan at any time, in which case all
         employer contributions and allocated earnings to each participant's
         account would become fully vested and nonforfeitable.

     Forfeitures
     -----------

         All forfeitures by participants, as defined by the Plan, are retained
         in the Plan and are used to pay Plan expenses and reduce Employer
         contributions. The Plan applied forfeited nonvested amounts of $115,000
         and $140,000 against Employer contributions during the years ended
         December 31, 2001 and 2000, respectively.

                                       6

                             ROPER INDUSTRIES, INC.
                     EMPLOYEES' RETIREMENT SAVINGS 003 PLAN

                   Notes to Financial Statements and Schedules
                           December 31, 2001 and 2000

     Participant Loans
     -----------------

         Participants may borrow up to the lesser of 50% of their vested account
         balance, 100% of the participant-contributed portion of their total
         account balance or $50,000. Generally, loans must be repaid within five
         years. The interest rate on such loans is 1 1/2 percentage points
         higher than the prime interest rate at the inception of the loan. A
         participant may have only one loan outstanding at any time. There is
         generally a 30-day waiting period between loans.

2.   Summary of Significant Accounting Policies

     Basis of Accounting
     -------------------

         The accompanying financial statements have been prepared on the accrual
         basis of accounting.

     Use of Estimates
     ----------------

         The preparation of the financial statements value in conformity with
         generally accepted accounting principles requires the plan's management
         to use estimates and assumptions that affect the net assets available
         for benefits and changes therein. Actual results could differ from
         these estimates.

     Investments
     -----------

         Investments, other than investment contracts, are stated at fair value
         based upon financial sources believed to be reliable. The Plan's
         investment in the Scudder Stable Value Fund is stated at contract value
         in accordance with Statement of Position 94-4, "Reporting for
         Investment Contracts Held by Health and Welfare Benefit Plans and
         Defined Contribution Pension Plans." Participant loans are stated at
         the unpaid balances on individual participant accounts, which
         approximate fair value. Purchases and sales of investments are recorded
         on a trade-date basis.

         Investment securities, in general, are exposed to various risks,
         including credit, interest and overall market volatility risks. Due to
         the level of risk associated with certain investment securities, it is
         possible that changes in values of investment securities will occur and
         that such changes could materially affect the amounts reported in the
         statements of net assets available for benefits.

         In the statement of changes in net assets available for benefits, net
         appreciation (depreciation) in fair value of investments includes
         realized gains or losses and the unrealized appreciation or
         depreciation of those investments.

         In-kind distributions of Plan assets are recorded at cost.

         Roper has multiple plans, including the Plan, covering its employees.
         Each subsidiary's employees generally participate in only a single
         plan. Participants transferring between companies and between plans are
         reported as a distribution by one plan and a rollover contribution by
         the other plan. Such transactions affecting the Plan during the years
         ended December 31, 2001 and 2000 included rollovers of none and
         $27,000, respectively, and distributions of $9,000 and $32,000,
         respectively.

                                        7

                            ROPER INDUSTRIES, INC.
                     EMPLOYEES' RETIREMENT SAVINGS 003 PLAN

                   Notes to Financial Statements and Schedules
                           December 31, 2001 and 2000

     Expenses
     --------

         Roper pays substantially all administrative expenses of the Plan.

3.   Investments

     Investments that represented 5% or more of the Plan's net assets at
     December 31, 2001 or 2000 were as follows (in thousands):

                                                    2001             2000
                                                 -----------      -----------

         Scudder Stable Value Fund               $    16,229      $    13,895
         Scudder Large Company Growth Fund            11,492           15,102
         Roper common stock                            9,074            7,395
         Scudder Balanced Fund                         6,358            6,765
         INVESCO Dynamics Fund                         4,859            6,485

     The Plan's investments (including gains and losses on investments bought
     and sold as well as held during the year) appreciated (depreciated) as
     follows for the years ended December 31, 2001 and 2000 (in thousands):

                                                    2001             2000
                                                 -----------      -----------

         Mutual funds                            $    (7,503)     $    (6,831)
         Common trust funds                             (335)            (286)
         Common stock                                  3,210           (1,016)
                                                 -----------           ------

                                                 $    (4,628)     $    (8,133)
                                                 ===========      ===========

4.   Income Tax Status

     The latest determination letter applied to the Plan related to an amendment
     dated June 19, 2001, in which the Internal Revenue Service stated that the
     Plan, as then designed, was in compliance with the applicable requirements
     of the Internal Revenue Code for qualified plans. The Plan has been amended
     since receiving the aforementioned determination letter. However, Roper
     believes the Plan is currently designed and administered in compliance with
     applicable requirements of the Internal Revenue Code. Therefore, Roper
     believes the Plan was qualified and the related trust was tax-exempt as of
     the financial statement dates.

5.   Nonexempt Transactions

     For the year ended December 31, 2001, the Company on three occasions
     remitted participant contributions to the Plan outside of the time limit
     required by the Department of Labor (identified in

                                       8

                             ROPER INDUSTRIES, INC.
                     EMPLOYEES' RETIREMENT SAVINGS 003 PLAN

                  Notes to Financial Statements and Schedules
                           December 31, 2001 and 2000

    schedule 2) by short periods of time, representing a nonexempt loan of funds
    to the Company from the Plan. The respective late contributions were
    contributed to the Plan in 2001 and were allocated to the participants'
    accounts.

6.  Related Party Transactions

    Certain Plan investments are shares of mutual funds or common trust funds
    managed by Scudder Trust Company. Scudder Trust Company is the trustee as
    defined by the Plan, and therefore, these transactions qualify as
    party-in-interest.

    Certain Plan investments are shares of Roper common stock. Roper is the
    sponsor of the Plan.

                                        9

                                                                      Schedule 1

                             ROPER INDUSTRIES, INC.
                     EMPLOYEES' RETIREMENT SAVINGS 003 PLAN

            Schedule H, 4i - Schedule of Assets (Held at End of Year)

                                December 31, 2001
                                 (In thousands)

                                                              (c)
                                                   Description of investment
                     (b)                        including maturity date, rate of                     (e)
          Identity of issuer, borrower             interest, collateral, par              (d)      Current
 (a)           or similar party                        or maturity value                 Cost       value
- -----  ------------------------------------ ----------------------------------------    ------   -----------
                                                                                     
       Mutual funds:
  *     Scudder Balanced Fund                             364 shares                          (1) $   6,358
  *     Scudder Growth and Income Fund                     69 shares                          (1)     1,444
  *     Scudder International Fund                         29 shares                          (1)     1,064
  *     Scudder Large Company Growth Fund                 449 shares                          (1)    11,492
        INVESCO Dynamics Fund                             305 shares                          (1)     4,859
        Janus Worldwide Fund                               64 shares                          (1)     2,812
        Managers Special Equity Fund                       14 shares                          (1)       990
        PIMCO Total Return Fund                           254 shares                          (1)     2,659

       Common trust funds:
  *     Scudder Stable Value Fund                      16,229 units                           (1)    16,229
  *     Scudder Stock Index Fund                           80 units                           (1)     2,632

       Common stock:
  *     Roper                                             183 shares                          (1)     9,074

       Other:
  *     Various Plan participants                  Unsecured fixed-rate loans,                (1)     1,077
                                             interest rates range from 5.75 to 9.25%
                                                                                                  ---------

                                                                                                  $  60,690
                                                                                                  =========

                       * Parties-in-interest to the Plan.
                            (1) Participant-directed.

          The accompanying notes are an integral part of this schedule.

                                       10

                                                                      Schedule 2

                             ROPER INDUSTRIES, INC.
                     EMPLOYEES' RETIREMENT SAVINGS 003 PLAN

                  Schedule G, Part III - Nonexempt Transactions

                      For the year ended December 31, 2001
                                 (In thousands)

Identity of Issuer or Party Involved   Relationship to Plan    Description of Investment                Value of Assets
- -----------------------------------------------------------------------------------------------------------------------
                                                                                               
* Roper Industries, Inc.                   Plan sponsor        Deemed loan to the Company Feb 2001                  337
* Roper Industries, Inc.                   Plan sponsor        Deemed loan to the Company March 2001                270
* Roper Industries, Inc.                   Plan sponsor        Deemed loan to the Company August 2001               227

* Represents a party-in-interest

          The accompanying notes are an integral part of this schedule.

                                       11

                                   SIGNATURES

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

                   Roper Industries, Inc. Employees' Retirement Savings 003 Plan
                   -------------------------------------------------------------
                                         (Name of Plan)

                   By: Roper Industries, Inc., Plan Administrator

                   By:     /s/  Martin S. Headley
                       ---------------------------------------------------------
                                           (Signature)
                       Martin S. Headley                          April 30, 2002
                       Vice President and Chief Financial Officer

                                       12

                    CONSENTOF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference of our report dated April 25, 2002, included in this annual report of
the Roper Industries, Inc. Employees' Retirement Savings 003 Plan on Form 11-K
for the year ended December 31, 2001, into the Plan's previously filed
Registration Statement Nos. 33-71094 and 333-35672.

                                          Arthur Andersen LLP

Atlanta, Georgia
April 30, 2002

                                       13