<PAGE>
 
                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D. C. 20549
                            -----------------------

 
(Mark One)

  X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
-----   SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended               September 30, 1996
                               -------------------------------------------------

                                  OR

-----   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to ______________________

Commission file number 1-168

 
                                 AMETEK, INC.
-------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


          DELAWARE                                           13-4923320
-------------------------------------------------------------------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)


 
                  Station Square, Paoli, Pennsylvania   19301
-------------------------------------------------------------------------------
                   (Address of principal executive offices)
                                  (Zip Code)


    Registrant's telephone number, including area code   610-647-2121
                                                       ----------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes   X    No 
    -----     -----

The number of shares of the issuer's common stock outstanding as of the latest
practicable date was:

Common Stock, $.01 Par Value, outstanding at October 31, 1996 was 32,651,841
shares.
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
-----------------------------

                                 AMETEK, INC.
                                 ------------
                       CONSOLIDATED STATEMENT OF INCOME
                       --------------------------------
                                  (Unaudited)
                (Dollars in thousands except per-share amounts)

<TABLE> 
<CAPTION> 
                                                             Three months                     Nine months
                                                          ended September 30,              ended September 30,
                                                    -------------------------------  -------------------------------
                                                         1996             1995            1996             1995
                                                    --------------   --------------  --------------   -------------- 
<S>                                                      <C>            <C>            <C>              <C> 

Net sales                                                 $212,763         $204,922        $664,394         $635,560
                                                    --------------   --------------  --------------   -------------- 


Expenses:
   Cost of sales (excluding depreciation)                  164,080          158,838         514,705          490,234
   Selling, general and administrative                      18,184           18,451          57,505           58,286
   Depreciation                                              6,807            6,157          20,874           19,588
                                                    --------------   --------------  --------------   -------------- 

     Total expenses                                        189,071          183,446         593,084          568,108
                                                    --------------   --------------  --------------   -------------- 


Operating income                                            23,692           21,476          71,310           67,452
Other income (expenses):                                                                                
   Interest expense                                         (4,705)          (4,871)        (14,509)         (15,325)
   Other, net                                                  722              152           2,081              840
                                                    --------------   --------------  --------------   -------------- 

Income from continuing operations
   before income taxes                                      19,709           16,757          58,882           52,967
Provision for income taxes                                   6,753            5,927          20,743           20,059
                                                    --------------   --------------  --------------   -------------- 


Income from continuing operations                           12,956           10,830          38,139           32,908
Discontinued operations, net of taxes:                                                                    
   Income from discontinued operations                         -                -                -               779
   Gain on sale of discontinued operations                     -                -                -            10,420
                                                    --------------   --------------  --------------   -------------- 

Income before extraordinary item                            12,956           10,830          38,139           44,107
Extraordinary loss on early extinguishment                                                               
  of debt, net of taxes                                        -             (2,676)             -            (2,676)
                                                    --------------   --------------  --------------   -------------- 

Net income                                                 $12,956           $8,154         $38,139          $41,431
                                                    ==============   ==============  ==============   ==============


Earnings per share :
  Income from continuing operations                          $0.40            $0.33           $1.17            $0.98
  Discontinued operations:
     Income from discontinued operations                        -                -               -              0.02
     Gain on sale of discontinued operations                    -                -               -              0.31
                                                    --------------   --------------  --------------   -------------- 
  Income before extraordinary item                            0.40             0.33            1.17             1.31
  Extraordinary loss on early
    extinguishment of debt                                      -             (0.08)             -             (0.08)
                                                    --------------   --------------  --------------   -------------- 
  Net income                                                 $0.40            $0.25           $1.17            $1.23 
                                                    ==============   ==============  ==============   ==============
Cash dividends paid per share                                $0.06            $0.06           $0.18            $0.18
                                                    ==============   ==============  ==============   ==============
Average common shares outstanding                       32,622,601       33,050,747      32,675,187       33,549,685
                                                    ==============   ==============  ==============   ==============
</TABLE> 


                            See accompanying notes.

                                       2
<PAGE>


                                 AMETEK, INC.
                                 ------------
                     CONDENSED CONSOLIDATED BALANCE SHEET
                     ------------------------------------ 
                            (Dollars in thousands)

<TABLE> 
<CAPTION> 

                                                           September 30,     December 31,      September 30,
                                                                1996              1995              1995
                                                           ---------------   --------------    ---------------
                                                           (Unaudited)                         (Unaudited)
<S>                                                        <C>               <C>               <C> 
ASSETS

Current assets:
    Cash and cash equivalents                                      $7,175           $7,011             $3,312
    Marketable securities                                           7,428            5,694              7,406
    Receivables, less allowance for possible losses               135,015          118,782            127,835
    Inventories                                                    92,091          101,515            102,419
    Deferred income taxes                                          11,397           11,825             12,693
    Other current assets                                            6,090            4,518              5,170
                                                           ---------------   --------------    ---------------

        Total current assets                                     259,196           249,345            258,835
                                                           ---------------   --------------    ---------------

Property, plant and equipment                                     434,200          408,050            394,396
    Less accumulated depreciation                                (252,280)        (231,212)          (224,829)
                                                           ---------------   --------------    ---------------
                                                                  181,920          176,838            169,567
                                                           ---------------   --------------    ---------------

Intangibles, investments and other assets                          99,991          100,562             93,828
                                                           ---------------   --------------    ---------------

        Total assets                                             $541,107         $526,745           $522,230
                                                           ===============   ==============    ===============

<CAPTION> 

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:
    Short-term borrowings and current
      portion of long-term debt                                   $49,989          $56,374            $67,214
    Accounts payable                                               67,166           76,569             69,496
    Accruals                                                       85,307           77,733            101,073
                                                           ---------------   --------------    ---------------
        Total current liabilities                                 202,462          210,676            237,783

Long-term debt                                                    150,332          150,430            150,486

Deferred income taxes                                              33,121           31,927             25,616

Other long-term liabilities                                        40,640           46,653             27,469

Stockholders' equity                                              114,552           87,059             80,876
                                                           ---------------   --------------    ---------------
        Total liabilities and stockholders' equity               $541,107         $526,745           $522,230
                                                           ===============   ==============    ===============
</TABLE> 

                            See accompanying notes.

                                       3
<PAGE>


                                 AMETEK, INC.
                                 ------------
                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                ----------------------------------------------
                                  (Unaudited)
                            (Dollars in thousands)
<TABLE> 
<CAPTION> 
                                                                                     Nine months
                                                                                 ended September 30,
                                                                              --------------------------
                                                                                1996             1995
                                                                              ---------        ---------
<S>                                                                           <C>              <C> 
Cash provided by (used for):

Operating activities:
  Net income                                                                    $38,139          $41,431
  Deduct discontinued operations:
    Net income from discontinued operations                                         -               (779)
    Net gain on sale of discontinued operations                                     -            (10,420)
  Extraordinary loss on early extinguishment of debt                                -              2,676
                                                                              ---------        ---------
      Income from continuing operations                                          38,139           32,908
  Adjustments to reconcile income from continuing operations
       to net cash provided by continuing operations:
     Depreciation and amortization                                               26,572           25,643
     Deferred income taxes                                                        1,070           (1,595)
     Net change in operating working capital                                    (11,094)         (22,005)
    (Decrease) increase in other long-term liabilities                           (5,018)             970
     Other                                                                       (3,806)            (791)
                                                                              ---------        ---------
     Cash provided by continuing operations                                      45,863           35,130
     Cash used for discontinued operations                                           -            (2,572)
                                                                              ---------        ---------
      Total operating activities                                                 45,863           32,558
                                                                              ---------        ---------

Investing activities:
      Additions to property, plant and equipment                                (23,515)         (19,885)
      Proceeds from sale of discontinued operations and other assets                -             37,990
      Purchase of and investments in businesses                                     -            (38,280)
      (Increase) decrease in marketable securities                               (1,734)           4,139
      Other                                                                        (935)              -
                                                                              ---------        ---------
      Total investing activities                                                (26,184)         (16,036)
                                                                              ---------        ---------

Financing activities:
  Net change in short-term borrowings                                            (6,577)          65,346
  Repayments of long-term debt                                                       -           (50,218)
  Repurchases of common stock                                                   (12,521)         (32,954)
  Cash dividends paid                                                            (5,891)          (6,013)
  Proceeds from stock options                                                     5,708            3,136
  Other                                                                            (234)             248
                                                                              ---------        ---------

      Total financing activities                                                (19,515)         (20,455)
                                                                              ---------        ---------

Increase (decrease) in cash and cash equivalents                                    164           (3,933)

Cash and cash equivalents:
  As of January 1                                                                 7,011            7,245
                                                                              ---------        ---------
  As of September 30                                                             $7,175           $3,312
                                                                              =========        =========
</TABLE> 

                            See accompanying notes.

                                       4
<PAGE>
 
                                 AMETEK, INC.
                                 ------------

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  ------------------------------------------
                              September 30, 1996
                              ------------------
                                  (Unaudited)


Note 1 - Financial Statement Presentation
------   --------------------------------

        The accompanying consolidated financial statements are unaudited, but 
the Company believes that all adjustments (which consist of normal recurring 
accruals) necessary for fair presentation of the consolidated financial position
of the Company at September 30, 1996 and the consolidated results of its 
operations and cash flows for the three and nine-month periods ended 
September 30, 1996 and 1995 have been included.  Quarterly results of operations
are not necessarily indicative of results for the full year.  Quarterly 
financial statements should be read in conjunction with the financial statements
and related notes in the Company's 1995 Annual Report.

Note 2 - Earnings Per Share
------   ------------------

        Earnings per share is based on the average number of common shares 
outstanding each period.  No material dilution of earnings per share would 
result for the third quarter or first nine months of 1996 or 1995 if it were 
assumed that all outstanding stock options were exercised.

Note 3 - Inventories
------   -----------

        The estimated components of inventory stated at lower of LIFO cost or 
market are:

<TABLE> 
<CAPTION> 
                                                                      In thousands
                                                             ------------------------------
                                                             September 30,     December 31,
                                                                 1996             1995
                                                               -------           ------
                                                             (Unaudited)
           <S>                                               <C>             <C> 
            Finished goods and parts                         $  25,583        $  31,628            
            Work in process                                     20,642           23,491
            Raw materials and purchased parts                   45,866           46,396
                                                                ------           ------
                                                             $  92,091        $ 101,515
                                                                ======          =======
</TABLE> 


                                       5
<PAGE>
 
                                  AMETEK, INC.
                                  ------------

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
-------  -----------------------------------------------------------------------
of Operations
-------------

Results of Operations
---------------------

         The following table sets forth sales and operating income by business
segment:

<TABLE>
<CAPTION>
                                                  (Dollars in thousands)
                                      Three months ended         Nine months ended
                                         September 30,              September 30,
                                         -------------              -------------
                                      1996            1995       1996            1995
                                      ----            ----       ----            ----
    <S>                              <C>            <C>        <C>             <C>
    Net sales                                                           
    ---------                                                           
    Electromechanical                $ 91,749       $ 87,168   $287,075        $283,334
    Precision Instruments              75,481         77,187    233,637         226,928
    Industrial Materials               45,533         40,567    143,682         125,298
                                     --------       --------   --------        --------
      Total Consolidated             $212,763       $204,922   $664,394        $635,560
                                     ========       ========   ========        ========
                                                                        
    Operating income                                                    
    ----------------                                                    
                                                                        
    Electromechanical                $ 10,851       $ 11,122   $ 32,779        $ 37,365
    Precision Instruments               9,102          8,698     27,536          26,149
    Industrial Materials                8,535          7,553     27,588          22,016
                                     --------       --------   --------        --------
      Total Segments                   28,488         27,373     87,903          85,530
    Corporate and other                (4,796)        (5,897)   (16,593)        (18,078)
                                     --------       --------   --------        --------
      Total Consolidated             $ 23,692       $ 21,476   $ 71,310        $ 67,452
                                     ========       ========   ========        ========
</TABLE>


Operations for the third quarter of 1996 compared to the third quarter of 1995 
------------------------------------------------------------------------------

Sales for the third quarter of 1996 were $212.8 million, compared to sales of
$204.9 million for the same quarter of 1995, an increase of $7.8 million or
3.8%. The increase was due in part to an increase in sales by the Industrial
Materials Group, which was led by the Group's water filtration businesses. Also
contributing to the increase were higher sales by the Electromechanical Group,
primarily due to increased domestic sales of both floor care and nonfloor-care
products. Partly offsetting these increases was a decrease in sales by the
Precision Instruments Group due to an industry cycle causing lower sales of
heavy truck instruments, and softness in the European instruments markets, which
was reduced to some extent by higher sales of aerospace instruments.

Segment operating income increased $1.1 million or 4.1% to $28.5 million in the
current third quarter due primarily to the higher net increase in sales noted
above. Segment operating income as a percentage of sales was unchanged at 13.4%
in both third quarters. Corporate and other expenses decreased by $1.1 million
in the current third quarter due to lower administrative expenses in several
categories. These improvements resulted in total operating income of $23.7
million in the third quarter of 1996, an increase of $2.2 million or 10.3% from
the same quarter of 1995.

                                       6
<PAGE>
 
                                 AMETEK, INC.
                                 ------------

Results of Operations (cont'd)
---------------------         
 
    Interest and other expenses, net decreased $.7 million or 15.6% to $4.0
    million in the third quarter of 1996 compared to $4.7 million in the same
    quarter of 1995. The decrease in net expenses was due to improved investment
    income, primarily from a captive insurance subsidiary.

    The effective income tax rate was 34.3% for the third quarter of 1996
    compared with 35.4% for the same quarter of 1995. The reduced 1996 tax rate
    reflects the effect of a lower proportion of pretax income from the
    Company's Italian motor operations, which is taxed at a rate higher than
    U.S. pretax income.

    Income from continuing operations and net income for the third quarter of
    1996 was $13.0 million, or $.40 per share, compared to income from
    continuing operations of $10.8 million or $.33 per share in the same quarter
    of 1995, an income improvement of $2.1 million or 19.6%, and increased
    earnings per share from continuing operations of 21.2%. Third quarter 1995
    net income was $8.1 million, or $.25 per share, and included an
    extraordinary loss on the early repayment of debt of $2.7 million, or $.08
    per share.

        Electromechanical Group sales totaled $91.8 million in the current third
        -----------------------                                                 
        quarter, an increase of $4.6 million or 5.3% from the same quarter of
        1995. The increase was primarily due to higher domestic sales of floor
        care and nonfloor-care products; sales by the Group's Italian motor
        operations before translation to U.S. dollars were essentially unchanged
        from the third quarter of 1995. The adverse effects from currency
        fluctuations in European markets, where recessionary conditions
        continue, negatively affected this Group's Italian motor operations.
        Partly offsetting the higher domestic sales were lower U.S. exports to
        Europe in the current third quarter.

        Operating profit of this Group decreased $.3 million or 2.4% to $10.8
        million in this year's third quarter. Profit margins decreased to 11.8%
        in the current third quarter from 12.8% in the same quarter of 1995.
        Higher profits from the Group's domestic operations, resulting from the
        domestic sales increase and increased operating efficiencies, partly
        offset reduced profitability from the Italian operations stemming from
        highly competitive pricing in Europe.

        The competitive pricing issues in Europe noted above are expected to
        result in delays in implementing the Group's strategy to increase market
        penetration by assisting certain vertically integrated floor care
        manufacturers in outsourcing their motor production to the Company.
        Management is continuing to pursue this strategy and believes that the
        prospect for capturing additional market share in 1997 remain strong.

                                       7
<PAGE>
 
                                 AMETEK, INC.
                                 ------------

Results of Operations (cont'd)
---------------------         
 
        The Group's initiatives to lower production costs are continuing, as new
        motor component production in the Group's Reynosa, Mexico facility has
        begun in preparation for full motor production early next year, and
        motor assembly operations in Shanghai, China will commence before the
        end of 1996. In the third quarter of 1996, the Group acquired
        manufacturing facilities in the Czech Republic in preparation for
        commencing operations in 1997 to provide lower-cost products for the
        European floor care and appliance markets. This new motor operation is
        not expected to begin contributing to the Group's operating results
        until the latter half of 1997.
 
        In the Precision Instruments Group, sales of $75.5 million in this
               ---------------------------
        year's third quarter decreased $1.7 million or 2.2% from the same
        quarter last year. The decrease was caused by an ongoing industry-wide
        reduction in demand for heavy truck instruments, as well as softness in
        the European instrument markets. Partly offsetting this decrease was an
        increase in sales of aerospace instruments.
 
        Group operating profit in the current third quarter of $9.1 million
        represented an increase of $.4 million or 4.6% above the same quarter of
        1995. Operating margins increased to 12.1% in the current third quarter
        from 11.3% in the third quarter of 1995. Significant profit improvements
        in aerospace operations resulting from its sales increase, a favorable
        change in product mix, and the ongoing benefits of a lower cost
        structure from previous restructuring activities, more than offset the
        lower profits from reduced heavy truck instruments sales.
 
        The Industrial Materials Group's third quarter 1996 sales increased $5.0
            ----------------------------
        million or 12.2% to $45.5 million, compared to $40.5 million in sales
        for the same quarter of 1995. The higher sales were largely due to
        increased penetration into residential and retail water filtration
        markets, resulting in higher domestic and export sales of water
        filtration products. Also contributing to the increase were sales by a
        French water filtration business acquired in the fourth quarter of 1995.
 
        Group operating profit for the current quarter increased $1.0 million,
        or 13.0%, to $8.5 million. Profit margins were 19% of sales, essentially
        unchanged from the prior third quarter, which included a cost recovery
        of $.8 million due to an insurance settlement. The profit increase was
        largely due to the increase in sales volume. Also contributing to the
        improvement in Group profits were increased operating efficiencies and
        lower raw material costs in the Group's specialty metals business. The
        French water filtration business also made a modest contribution to the
        increase in profits in the current quarter.
 

                                       8
<PAGE>
 
                                 AMETEK, INC.
                                 ------------

Results of Operations (cont'd)
---------------------
 

    Operations for the first nine months of 1996 compared to the first nine
    -----------------------------------------------------------------------
    months of 1995
    --------------
 
    Sales for the first nine months of 1996 were $664.4 million, an increase of
    $28.8 million or 4.5% from the same period of 1995. All segments reported
    sales increases for the first nine months of 1996. The Industrial Materials
    Group led the sales increase, which was due to higher domestic and export
    sales of water filtration and specialty metal products. The increase in
    Precision Instrument Group sales was due primarily to higher sales of
    aerospace instruments. The Electromechanical Group sales increase was
    primarily due to improved domestic sales of floor care and nonfloor-care
    products.
 
    Segment operating income for the first nine months of 1996 was $87.9
    million, an increase of $2.4 million or 2.8% from the first nine months of
    1995. The profit effect from the overall sales increase was partly offset by
    reduced operating efficiencies experienced by the Italian motor operations
    within the Electromechanical Group. Total segment profit margins decreased
    slightly to 13.2% in the first nine months of 1996, from 13.5% in the same
    period of 1995. Lower Corporate expenses, primarily in the current third
    quarter, also contributed to the profit increase. These improvements
    resulted in total operating income of $71.3 million in the first nine months
    of 1996, an increase of $3.8 million or 5.7% from the same period of 1995.
 
    Interest and other expenses, net decreased $2.1 million or 14.2% to $12.4
    million in the first nine months of 1996 compared to the same period of
    1995. The improvement was due in part to increased investment income from
    the Company's captive insurance subsidiary in the first nine months of 1996.
    Also contributing to the lower net expenses was lower interest expense in
    1996 due to lower effective interest rates on outstanding borrowings, and
    lower amortization of deferred debt issuance costs, which were charged off
    as an extraordinary loss in the third quarter of 1995, in connection with
    the termination of a prior revolving credit agreement.
 
    The effective income tax rate was 35.2% for the first nine months of 1996,
    compared to 37.9% for the same period of 1995. The reduced 1996 tax rate
    reflects the effect of a lower proportion of pretax income from the
    Company's Italian motor operations in the current nine-month period. The
    1995 tax rate reflected a higher proportion of Italian income, which was
    taxed at a rate higher than U.S. pretax income, and also included the impact
    on current and deferred taxes of a one percent increase in the Italian
    statutory income tax rate.

                                       9
<PAGE>
 
                                 AMETEK, INC.
                                 ------------

Results of Operations (cont'd)
---------------------         
 
    Income from continuing operations and net income for the first nine months
    of 1996 was $38.1 million, or $1.17 per share, compared to income from
    continuing operations of $32.9 million or $.98 per share for the same period
    of 1995, an income improvement of $5.2 million or 15.9%, and increased
    earnings per share from continuing operations of 19.4%. Net income for the
    first nine months of 1995 was $41.4 million, or $1.23 per share, which
    included $.8 million or $.02 per share for income from discontinued
    operations, $10.4 million or $.31 per share from a gain on the May 1995 sale
    of discontinued operations, and an extraordinary loss of $2.7 million or
    $.08 per share on the early repayment of debt in the third quarter of 1995.
 
    The weighted average shares outstanding during the first nine months of 1996
    was 32.7 million shares, compared to 33.6 million for the same period of
    1995, a decrease of .9 million shares or 2.6%. The reduced number of shares
    reflects shares repurchased since September 30, 1995 under the Company's
    share repurchase program, net of shares issued upon the exercise of employee
    stock options.
 
        The Electromechanical Group sales for the first nine months of 1996 were
            -----------------------
        $287.1 million, an increase of $3.7 million or 1.3% from the same period
        of 1995. Domestic sales gains from both floor care and nonfloor-care
        products were partly offset by lower U.S. export sales to Europe, and
        reduced sales by the Group's Italian motor operations, caused by the
        continuing recessionary conditions in Europe and the resulting negative
        effect on the Company's European markets.
 
        Operating profit of this Group decreased $4.6 million or 12.3% to $32.8
        million in the first nine months of 1996. Profit margins decreased to
        11.4% in the first nine months of 1996 from 13.2% in the same period of
        1995. Profits generated by the domestic sales increase were more than
        offset by the sales decrease, competitive pricing pressures, and higher
        costs resulting from reduced operating efficiencies in the Group's
        Italian motor operations.
 
        The competitive pressures in Europe are expected to delay implementation
        of the Group's strategy to increase market penetration by offering the
        Group's motor products as a low-cost outsourcing alternative to certain
        European vertically integrated floor care manufacturers. The Group's
        initiatives to lower production costs are continuing, including new
        operations in Mexico and China, and one under development in the Czech
        Republic, which is expected to begin operations in 1997. In addition to
        lowering costs, these new operations will enhance the Group's
        opportunities to capture additional market share in Europe and Asia.
 

                                       10
<PAGE>
 
                                 AMETEK, INC.
                                 ------------

Results of Operations (cont'd)
---------------------         
 
        The Precision Instruments Group's sales for the first nine months of
            -----------------------------
        1996 were $233.6 million, an increase of $6.7 million or 3.0% from the
        same period of 1995. Increased sales of aerospace instruments were
        partly offset by lower worldwide sales of heavy truck instruments caused
        by a continuing decline in industry-wide demand, and lower instrument
        sales to European markets.
 
        Operating profit of the Group for the first nine months of 1996
        increased $1.4 million or 5.3% to $27.5 million. The increase was due to
        the improved profitability of the Group's aerospace operations,
        resulting from its sales increase, a favorable change in product mix,
        and improved operating efficiencies from the lower cost structure
        provided by the ongoing benefits of previous restructuring activities.
        Partly offsetting the improved profitability in aerospace operations
        were lower profits resulting from the decrease in sales of heavy truck
        instruments noted above.
 
        The Industrial Materials Group's sales for the first nine months of 1996
            ----------------------------
        were $143.7 million, an increase of $18.4 million or 14.7% from the same
        period of 1995. The higher sales resulted from increased penetration
        into residential and retail water filtration markets, resulting in
        higher domestic and export sales of water filtration products, as well
        as improved sales of specialty metal products. Also contributing to the
        increase was sales by a French water filtration business acquired in the
        fourth quarter of 1995.
 
        Operating profit of the Group for the first nine months of 1996
        increased $5.6 million or 25.3% to $27.6 million. Profit margins for the
        Group increased to 19.2% for the first nine months of 1996 compared to
        17.6% for the same period of 1995. The profit increase was partly due to
        the higher sales volume, and cost containment initiatives throughout the
        Group, which have resulted in increased operating efficiencies. The
        business acquisition referred to above also contributed to the profit
        increase.
 

                                       11
<PAGE>
 
                                 AMETEK, INC.
                                 ------------

Financial Condition
-------------------

        Liquidity and Capital Resources
        -------------------------------

        Working capital at September 30, 1996 amounted to $59.2 million, an
        increase of $20.6 million from December 31, 1995, due primarily to an
        increase in receivables, which was mostly attributable to the higher
        level of sales during the current period. The ratio of current assets to
        current liabilities at September 30, 1996 was 1.30 to 1, compared to
        1.18 to 1 at December 31, 1995. Working capital at September 30, 1995,
        which included lower receivables and higher inventories, amounted to
        $21.1 million. The September 30, 1995 working capital also reflects
        higher short-term borrowings, which were used in part to fund non-
        working capital requirements. The ratio of current assets to current
        liabilities at September 30, 1995 was 1.09 to 1.

        Cash provided by continuing operations in the first nine months of 1996
        totaled $45.9 million, compared to $35.1 million in cash provided by
        continuing operations for the same period of 1995, an increase of $10.7
        million. Higher income from continuing operations, and lower overall
        working capital requirements, including a reduction in inventory levels,
        in the current nine-month period led the improvement. Total operating
        activities in the first nine months of 1995 included $2.6 million of
        cash used for discontinued operations.
 
        Cash used for investing activities in the first nine months of 1996
        totaled $26.2 million, compared to cash used of $16.0 million in the
        same period last year. Additions to property, plant and equipment were
        the primary uses of cash for investing activities in the first nine
        months of the current year, and totaled $23.5 million, compared to $19.9
        million in the same period of 1995. Investing activities in the first
        nine months of 1995 also included $38.0 million of cash proceeds from
        the sale of discontinued operations and other assets, as well as $38.3
        million of cash used for the purchase of a business and an investment in
        a joint venture.
 
        Financing activities in the first nine months of 1996 used cash totaling
        $19.5 million, compared to cash used of $20.5 million for such
        activities in the same period of 1995. During the first nine months of
        1996, the Company made net repayments of short-term borrowings totaling
        $6.6 million, repurchased 698,000 shares of the Company's common stock
        at a total cost of $12.5 million, funded dividend payments of $5.9
        million, and received cash proceeds of $5.7 million from the exercise of
        employee stock options. Financing activities for the first nine months
        of 1995 included net proceeds from short-term borrowings of $65.3
        million, repayment of $50.0 million in term loans (of which $5 million
        was scheduled), expenditures of $33.0 million for the repurchase of 1.9
        million shares of the Company's common stock, and dividend payments of
        $6.0 million.
 

                                       12
<PAGE>
 
                                 AMETEK, INC.
                                 ------------
 
Financial Condition (cont'd)
-------------------
 
        On September 12, 1996, the Company amended its $195 million Bank Credit
        agreement. In addition to providing somewhat greater financial
        flexibility, the amended agreement also extends the maturity of the
        credit facility by one year, to 2001, and it provides for slightly lower
        interest rates and fees on the total credit facility.
 
        The stock repurchases mentioned above are being made under a previously
        announced plan to enhance shareholder value. Since beginning the stock
        repurchase programs in March 1994, a total of 12.2 million shares have
        been acquired at a total cost of $171.0 million, as of September 30,
        1996. In June 1996, the Company announced a new $50 million stock
        repurchase authorization, and rescinded the unused portion ($5.8
        million) of the previous authorizations, which totaled $175 million. As
        of September 30, 1996, $48.2 million was unexpended under the new stock
        repurchase authorization.
 
        As a result of all cash flow activities, cash and cash equivalents and
        short-term marketable securities increased $1.9 million since December
        31, 1995, to $14.6 million at September 30, 1996. The Company believes
        it has sufficient cash-generating capabilities and available credit
        facilities to enable it to meet its needs in the foreseeable future.
 

                                       13
<PAGE>
 
                                  AMETEK, INC.
                                  ------------

                          PART II.  OTHER INFORMATION
                          ---------------------------

Item 6.    Exhibits and Reports on Form 8-K
-------    --------------------------------

a)  Exhibits:

     Exhibit
     Number             Description
     ------             -----------

       4                Credit Agreement dated as of August 2, 1995, amended and
                        restated as of September 12, 1996.

       27               Financial Data Schedule *

                        * Schedule submitted in electronic format only.

b)     Reports on Form 8-K: During the quarter ended September 30, 1996, the
       Company did not file any reports on Form 8-K.



                                       14
<PAGE>
 
                                  AMETEK, INC.
                                  ------------



                                   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 thereunto duly authorized.




                                               AMETEK, INC.
                                      --------------------------------
                                               (Registrant)



                                   By   /s/  Robert R. Mandos, Jr.
                                      --------------------------------
                                             Robert R. Mandos, Jr.
                                             Comptroller
                                            (Principal Accounting Officer)


November 12, 1996



                                       15