Exhibit 4.2


                  FORM OF WARRANT AGREEMENT FOR PREFERRED STOCK

     This Agreement is made as of ______________ between AMETEK, INC., a
Delaware corporation (the "Company"), and [ ], (the "Holder").


                              W I T N E S S E T H:

     WHEREAS, the Company deems it advisable to issue to the Holder warrants
(the "Warrants") entitling the Holder to purchase an aggregate of [ ] shares of
preferred stock, par value $.01 per share, of the Company (the "Preferred
Stock"). The shares of Preferred Stock issued upon exercise of the Warrants are
referred to as the "Warrant Shares".

     WHEREAS, the Company desires to enter into this Agreement to set forth the
terms and conditions of the Warrants and the rights of the holders thereof.

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein contained, the parties hereto agree as follows:

                                   ARTICLE I

      ISSUANCE, EXECUTION, EXPIRATION AND TRANSFER OF WARRANT CERTIFICATES

          Section 1.01 FORM OF WARRANT CERTIFICATES. The Warrants shall be
evidenced by certificates in definitive fully registered form (the "Warrant
Certificates") substantially in the form of Exhibit A and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with any law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any securities exchange,
or to conform to usage, or as consistently herewith may be determined by the
officers executing such Warrant Certificates as evidenced by their execution of
the Warrant Certificates. Each Warrant Certificate shall evidence the right,
subject to the provisions of this Agreement and of the Warrant Certificate, to
purchase the number of shares of Preferred Stock stated therein, adjusted as
provided for in Article III hereof, upon payment of the Exercise Price (as
defined in Section 2.01).

          Section 1.02 EXECUTION OF WARRANT CERTIFICATES. Each Warrant
Certificate, whenever issued, shall be dated as of the date of signature thereof
by the Company either upon initial issuance or upon exchange, substitution or
transfer, shall be signed manually by, or bear the facsimile signature of, the
[Chairman of the Board or the President or a Treasurer or a Vice President of
the Company], shall have the Company's seal or a facsimile thereof affixed or
imprinted thereon and shall be attested by the manual or facsimile signature of
the Secretary or an Assistant Secretary of the Company. In case any officer of
the Company whose manual or facsimile signature has been placed upon any Warrant
Certificate shall have ceased to be such before such Warrant Certificate is
issued, it may be issued with the same effect as if such officer had not ceased
to be such at the date of issuance. Any Warrant Certificate may be signed on
behalf of the Company by any person who, at the actual date of the execution of
such Warrant Certificate, shall be a proper officer of the Company to sign such
Warrant Certificate, although at the date of the execution of this Agreement any
such person was not such an officer.

          Section 1.03 ISSUANCE, DELIVERY AND REGISTRATION OF WARRANT
CERTIFICATES. The Company shall issue and deliver, at the closing of the sale of
the Initial Shares to the Underwriters as provided in the underwriting agreement
between the Company and [ ] (the "Underwriting Agreement"), to the
Representative or its designees, a Warrant Certificate representing the
Warrants, in substantially the form of Exhibit A. Additionally, the Company
shall sign and deliver Warrant Certificates upon exchange, transfer or
substitution for one or more previously signed Warrant Certificates as
hereinafter provided. The Company shall maintain books for the registration of
transfer and registration of Warrant Certificates (the "Warrant Register"). As
used herein, the terms Initial Shares, Underwriters and Representative shall
have the meanings ascribed to them in the Underwriting Agreement.

          Section 1.04 TRANSFER AND EXCHANGE OF WARRANT CERTIFICATES. The
Company, from time to time, shall register the transfer of any outstanding
Warrant Certificates in the Warrant Register upon surrender at the principal
office of the Company of Warrant Certificates accompanied by a written
instrument or instruments of transfer, in form satisfactory to the Company, duly
executed by the Warrantholder or the Warrantholder's attorney duly authorized in
writing, and evidence, satisfactory to the Company, of compliance with the
provisions of Section 6.04. Upon any such registration of transfer, a new
Warrant Certificate shall be signed by the Company and issued to the transferee
and the surrendered Warrant Certificate shall be canceled by the Company.
Warrant Certificates may be exchanged at the option of the holder thereof, upon
surrender, properly endorsed, at the principal office of the Company, with
written instructions, for other Warrant Certificates signed by the Company
entitling the registered holder thereof, subject to the provisions thereof and
of this Agreement, to purchase in the aggregate a like number of shares of
Preferred Stock as the Warrant Certificate so surrendered. The Company may
require the payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any such exchange or transfer.

                                   ARTICLE II

       SHARES OF PREFERRED STOCK ISSUABLE, EXERCISE PRICE, EXPIRATION DATE
                            AND EXERCISE OF WARRANTS

          Section 2.01 WARRANT SHARES ISSUABLE; EXERCISE PRICE; EXPIRATION DATE.
Each Warrant Certificate shall entitle the registered holder thereof, subject to
the provisions thereof and of this Agreement, to purchase from the Company at
any time from __________ __, 2001, the effective date (the "Effective Date") of
the registration statement (No. 333- ) filed by the Company on Form S-3 under
the Securities Act of 1933, as amended (the "Securities Act") to the close of
business on the [fifth][tenth] anniversary of such date (or, if such date is not
a Business Day (as defined below), the first following Business Day) the number
of shares of Preferred Stock stated therein, adjusted as provided in Article
III, upon payment of $_____ per share, adjusted as provided in Article III. Such
price, as in effect from time to time as provided in Article III, is referred to
as the "Exercise Price". Each Warrant not exercised during the period set forth
above shall become void, and all rights thereunder and all rights in respect
thereof under this Agreement shall cease, at the end of such period. For
purposes of this Agreement, the term "Business Day" means any day of the week
other than a Saturday, Sunday or a day which in The City of New York or in the
city in which the principal office of the Company is located shall be a legal
holiday or a day on which banking institutions are authorized or required by law
to close.

          Section 2.02 EXERCISE OF WARRANTS. (a) Warrants may be exercised by
surrendering the Warrant Certificate evidencing such Warrants at the principal
office of the Company, with the Election to Exercise form set forth on the
reverse of the Warrant Certificate duly completed and signed, and by paying in
full to the Company (i) in cash, or (ii) by certified or official bank check, or
(iii) by any combination of the foregoing, the Exercise Price for each Warrant
Share as to which Warrants are then being exercised and any applicable taxes,
other than taxes that the Company is required to pay hereunder. A Warrantholder
may exercise such holder's Warrant for the full number of Warrant Shares
issuable upon exercise thereof or any lesser number of whole Warrant Shares.

          (b) As soon as practicable after the exercise of any Warrants and
payment by the Warrantholder of the full Exercise Price for the Warrant Shares
as to which such Warrants are then being exercised, the Company shall
requisition from the transfer agent of the shares of Preferred Stock and deliver
to or upon the order of such Warrantholder a certificate or certificates for the
number of full Warrant Shares to which such Warrantholder is entitled,
registered in the name of such Warrantholder or as such Warrantholder shall
direct. Fractional Warrant Shares that otherwise would be issuable in respect of
such exercise shall be paid in cash as provided in Section 2.03, and the number
of Warrant Shares issuable to such Warrantholder shall be rounded down to the
next nearest whole number. If such Warrant Certificate shall not have been
exercised in full, the Company will issue to such Warrantholder a new Warrant
Certificate exercisable for the number of shares of Preferred Stock as to which
such Warrant shall not have been exercised. The Company will cancel all Warrants
so surrendered.

          (c) Each person in whose name any such certificate for Warrant Shares
is issued shall for all purposes be deemed to have become the holder of record
of such Warrant Shares on the date on which the Warrant Certificate was
surrendered to the Company and payment of the Exercise Price and any applicable
taxes was made to the Company, irrespective of the date of delivery of such
certificate for Warrant Shares.

          (d) All Warrant Shares will be duly authorized, validly issued, fully
paid and nonassessable. The Company will pay all documentary stamp taxes
attributable to the initial issuance of Warrant Shares. The Company will not be
required, however, to pay any tax imposed in connection with any transfer
involved in the issue of the Warrant Shares in a name other than that of the
Warrantholder. In such case, the Company will not be required to issue any
certificate for Warrant Shares until the person or persons requesting the same
shall have paid to the Company the amount of any such tax or shall have
established to the Company's satisfaction that the tax has been paid or that no
tax is due.

          Section 2.03 NO FRACTIONAL SHARES TO BE ISSUED. If more than one
Warrant Certificate shall be surrendered for exercise at one time by the same
holder, the number of full Warrant Shares which shall be issuable upon exercise
thereof shall be computed on the basis of the aggregate number of Warrants so
surrendered. The Warrantholders, by their acceptance of the Warrant
Certificates, expressly waive their right to receive any fraction of a Warrant
Share or a share certificate representing a fraction of a Warrant Share. In lieu
thereof, the Company will purchase such fractional interest for an amount in
cash equal to the current market value of such fractional interest, as
reasonably determined by the Board of Directors of the Company.

          Section 2.04 CANCELLATION OF WARRANTS. The Company shall cancel any
Warrant Certificate delivered to it for exercise, in whole or in part, or
delivered to it for transfer, exchange or substitution, and no Warrant
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Agreement. The Company shall destroy canceled
Warrant Certificates. If the Company shall acquire any of the Warrants, such
acquisition shall not operate as a redemption or termination of the right
represented by such Warrants unless and until the Warrant Certificates
evidencing such Warrants are surrendered to the Company for cancellation.

                                  ARTICLE III

      ADJUSTMENT OF EXERCISE PRICE; MERGER, ACQUISITION, ETC.; RESERVATION
                 OF SHARES OF PREFERRED STOCK; PAYMENT OF TAXES

          Section 3.01 ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT
SHARES. The Exercise Price shall be subject to adjustment from time to time as
provided in this Article III. After each adjustment of the Exercise Price, each
Warrantholder shall at any time thereafter be entitled to purchase, at the
Exercise Price resulting from such adjustment, the number of Warrant Shares
obtained by multiplying the Exercise Price in effect immediately prior to such
adjustment by the number of Warrant Shares purchasable pursuant to the
provisions of such Warrant immediately prior to such adjustment and dividing the
product thereof by the Exercise Price resulting from such adjustment.

          Section 3.02 STOCK DIVIDENDS. If the Company shall declare a dividend
or any other distribution upon any capital stock which is payable in shares of
Preferred Stock or securities convertible into shares of Preferred Stock, the
Exercise Price shall be reduced to the quotient obtained by dividing (i) the
number of shares of Preferred Stock outstanding immediately prior to such
declaration multiplied by the then effective Exercise Price by (ii) the total
number of shares of Preferred Stock outstanding immediately after such
declaration. All shares of Preferred Stock and all convertible securities
issuable in payment of any dividend or other distribution upon the capital stock
of the Company shall be deemed to have been issued or sold without
consideration.

          Section 3.03 STOCK SPLITS AND REVERSE STOCK SPLITS. If the Company
shall subdivide its outstanding shares of Preferred Stock into a greater number
of shares, the Exercise Price shall be proportionately reduced and the number of
Warrant Shares issuable upon exercise of each Warrant shall be proportionately
increased. If the Company shall combine the outstanding shares of Preferred
Stock into a smaller number of shares, the Exercise Price shall be
proportionately increased and the number of Warrant Shares issuable upon
exercise of each Warrant shall be proportionately decreased.

          Section 3.04 REORGANIZATIONS AND ASSET SALES. If any capital
reorganization or reclassification of the Company, or any consolidation or
merger of the Company with another corporation, or the sale of all or
substantially all of the assets of the Company shall be effected in such a way
that the holders of the shares of Preferred Stock shall be entitled to receive
securities or assets with respect to or in exchange for shares of Preferred
Stock, adequate provision shall be made, prior to and as a condition of such
reorganization, reclassification, consolidation, merger or sale, whereby each
Warrantholder shall have the right to receive, upon the terms and conditions
specified herein and in lieu of the Warrant Shares otherwise receivable upon the
exercise of such Warrants, such securities or assets as may be issued or payable
with respect to or in exchange for the number of outstanding shares of Preferred
Stock equal to the number of Warrant Shares otherwise receivable had such
reorganization, reclassification, consolidation, merger or sale not taken place.
In any such case appropriate provision shall be made with respect to the rights
and interests of such Warrantholder so that the provisions of this Agreement
shall be applicable with respect to any securities or assets thereafter
deliverable upon exercise of the Warrants. The Company shall not effect any such
consolidation, merger or sale unless prior to or simultaneously with the
consummation thereof the survivor or successor corporation resulting from such
consolidation or merger or the purchaser of such assets shall assume by written
instrument delivered to each holder of Warrants the obligation to deliver to
such holder such securities or assets as such holder may be entitled to receive,
subject to payment of the Exercise Price. Notwithstanding any other provision
contained herein, the Company may, upon notice and subject to the provisions of
Section 4.03 hereof, terminate the Warrants in the event of a consolidation or
merger described in this Section 3.04.

          Section 3.05 COVENANT TO RESERVE SHARES FOR ISSUANCE ON EXERCISE. (a)
The Company will cause an appropriate number of shares of Preferred Stock to be
duly and validly authorized and reserved and will keep available out of its
authorized shares of Preferred Stock, solely for the purpose of issue upon
exercise of Warrants as herein provided, the full number of shares of Preferred
Stock, if any, then issuable if all outstanding Warrants then exercisable were
to be exercised. The Company covenants that all shares of Preferred Stock that
shall be so issuable shall be duly and validly issued and, upon payment of the
Exercise Price, fully paid and non-assessable. If at any time the number of
authorized but unissued shares of Preferred Stock shall not be sufficient for
such purpose, the Company will take such action as, in the opinion of its
counsel, may be necessary to increase its authorized but unissued Preferred
Stock to such number of shares as shall be sufficient for such purpose. Prior to
the issuance of any Warrant Shares, the Company shall secure the listing of such
Warrant Shares upon any securities exchange upon which shares of Preferred Stock
are then listed, if any.

          (b) The Company hereby authorizes and directs its current and future
transfer agents for the shares of Preferred Stock at all times to reserve such
number of authorized shares as shall be requisite for such purpose. The Company
will supply such transfer agents with duly executed stock certificates for such
purposes. Promptly after the date of expiration of the Warrants, no shares shall
be reserved in respect of such Warrants.

          Section 3.06 STATEMENTS ON WARRANTS. The form of Warrant Certificate
need not be changed because of any adjustment made pursuant to this Article III,
and Warrant Certificates issued after such adjustment may state the same
Exercise Price and the same number of shares of Preferred Stock as are stated in
the Warrant Certificates initially issued pursuant to this Agreement. The
Company, however, may at any time in its sole discretion (which shall be
conclusive) make any change in the form of Warrant Certificate that it may deem
appropriate and that does not affect the substance thereof; and any Warrant
Certificates thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant Certificate or otherwise, may be in the
form as so changed.

          Section 3.07 NOTICE OF CHANGE IN SECURITIES ISSUABLE, ETC. Whenever
the securities issuable or deliverable in exchange for Warrants are changed
pursuant to this Article III, the Company promptly shall mail to each
Warrantholder a notice, executed by its chief financial officer, setting forth
in reasonable detail the facts requiring the change and specifying the effective
date of such change and the number or amount of, and describing the shares or
other securities issuable or deliverable in exchange for, each Warrant as so
changed. Failure to publish such notice, or any defect in such notice, shall not
affect the legality or validity of any such change.

          Section 3.08 REFERENCES TO PREFERRED STOCK. Unless the context
otherwise indicates, all references to Preferred Stock in this Agreement and in
the Warrant Certificates, in the event of a change under this Article III, shall
be deemed to refer also to any other securities issuable or deliverable in
exchange for Warrants pursuant to such change.

                                   ARTICLE IV

           OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS

          Section 4.01 NO RIGHTS AS SHAREHOLDERS. Nothing contained in this
Agreement or in any Warrant Certificate shall be construed as conferring on any
Warrantholder any rights whatsoever as a shareholder of the Company, including
the right to vote at, or to receive notice of, any meeting of shareholders of
the Company; nor shall the consent of any such holder be required with respect
to any action or proceeding of the Company; nor shall any such holder, by reason
of the ownership or possession of a Warrant or the Warrant Certificate
representing the same, either at, before or after exercising such Warrant, have
any right to receive any cash dividends, stock dividends, allotments or rights,
or other distributions (except as specifically provided herein), paid, allotted
or distributed or distributable to the shareholders of the Company prior to the
date of the exercise of such Warrant, nor shall such holder have any right not
expressly conferred by such holder's Warrant or Warrant Certificate.

          Section 4.02 MUTILATED OR MISSING WARRANT CERTIFICATES. If any Warrant
Certificate is lost, stolen, mutilated or destroyed, the Company in its
discretion may issue, in exchange and substitution for and upon cancellation of
the mutilated Warrant Certificate, or in lieu of and substitution for the
Warrant Certificate lost, stolen or destroyed, upon receipt of a proper
affidavit or other evidence satisfactory to the Company (and surrender of any
mutilated Warrant Certificate) and bond of indemnity in form and amount and with
corporate surety satisfactory to the Company in each instance protecting the
Company, a new Warrant Certificate of like tenor and exercisable for an
equivalent number of shares of Preferred Stock as the Warrant Certificate so
lost, stolen, mutilated or destroyed. Any such new Warrant Certificate shall
constitute an original contractual obligation of the Company, whether or not the
allegedly lost, stolen, mutilated or destroyed Warrant Certificate at any time
shall be enforceable by anyone. An applicant for such a substitute Warrant
Certificate also shall comply with such other reasonable regulations and pay
such other reasonable charges as the Company may prescribe. All Warrant
Certificates shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement of lost,
stolen, mutilated or destroyed Warrant Certificates, and shall preclude any and
all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without their surrender.

          Section 4.03 LIQUIDATION, MERGER, ETC.; NOTICE TO WARRANTHOLDERS. If:
(a) the Company shall authorize the issuance to all holders of Preferred Stock
of rights or warrants to subscribe for or purchase capital stock of the Company
or of any other subscription rights or warrants; or

          (b) the Company shall authorize the distribution to all holders of
Preferred Stock of evidences of its indebtedness or assets (other than cash
dividends or cash distributions payable out of current earnings, retained
earnings or earned surplus or dividends payable in Preferred Stock); or

          (c) there shall be proposed any consolidation or merger to which the
Company is to be a party and for which approval of the holders of Preferred
Stock is required, or the conveyance or transfer of the properties and assets of
the Company substantially as an entirety, or such other merger or transaction
described in Section 3.04 hereof; or

          (d) there shall be proposed the voluntary or involuntary dissolution,
liquidation or winding up of the Company; the Company shall cause to be given to
each Warrantholder, by first-class mail, postage prepaid, a written notice
stating (i) the date as of which the holders of record of shares of Preferred
Stock to be entitled to receive any such rights, warrants or distribution are to
be determined or (ii) the date on which any consolidation, merger, conveyance,
transfer, reorganization, reclassification, dissolution, liquidation or winding
up is expected to become effective, and the date as of which it is expected that
holders of record of shares of Preferred Stock shall be entitled to exchange the
shares for securities or other property, if any, deliverable upon the
consolidation, merger, conveyance, transfer, reorganization, reclassification,
dissolution, liquidation or winding up. Such notice shall be filed and mailed in
the case of a notice pursuant to (i) above at least ten calendar days before the
record date specified and in the case of a notice pursuant to clause (ii) above
at least 20 calendar days before the earlier of the dates specified. From the
time notice is required to be given pursuant to this Section 4.03, the holders
of Warrants shall be entitled to exercise such Warrants regardless of the
provisions of Section 2.01. Unless assumed by the survivor or successor
corporation resulting from any transaction described in Section 4.03(c) hereof,
the Warrants shall expire and be of no further force or effect upon consummation
of such transaction.

                                   ARTICLE V

                                  MISCELLANEOUS

          Section 5.01 REGISTRATION OF WARRANT SHARES. (a) If, at any time prior
to the close of business on the [fifth][tenth] anniversary of the Effective
Date, there is no registration statement in effect for the Warrant Shares, the
Company, upon the written request of holders of Warrants and of Warrant Shares
representing an aggregate of 51% or more of the Warrant Shares, will file with
the Securities and Exchange Commission under the Securities Act, such
registration statements and amendments thereto and such other filings as may be
required to permit the public offering and sale of such Warrant Shares in
compliance with the Securities Act. The Company shall be required to register
Warrant Shares no more than once pursuant to this Section 5.01(a).

          (b) The Company will permit, subject to the last sentence of this
Section 5.01(b), any Warrant Shares to be included, at the request of the
holders of such Warrant Shares, in any registration of securities of the Company
(other than shares of Preferred Stock for an employees' option or stock purchase
plan or shares registered on Form S-4 in connection with an arms-length merger
transaction) under a registration statement filed by the Company under the
Securities Act at any time prior to the close of business on the [ ] anniversary
of the Effective Date. The Company shall provide written notice to the record
holders of all Warrants and Warrant Shares at least 30 days prior to the filing
of any such registration statement sent by registered mail to the address of
record of each such holder. If the offering pursuant to any registration
statement described in this Section 5.01(b) is made through underwriters and the
managing underwriter of such offering shall advise the Company in writing that,
in its opinion, the distribution of the number of Warrant Shares requested to be
included in the registration concurrently with the securities being registered
by the Company would materially and adversely affect the distribution of such
securities by the Company, then all selling security holders (but not the
Company) shall reduce the amount of securities each intended to distribute
through such offering on a pro rata basis.

          (c) Each such holder shall pay the underwriting discount attributable
to such holder's Warrant Shares, any transfer tax payable with respect thereto
and the fees and expenses of such holder's counsel. All other expenses of
registration under Section 5.01(a), or Section 5.01(b) shall be borne by the
Company.

          (d) The Company will agree to indemnify the holders of Warrant Shares
that are included in a registration statement or amendments to existing
registration statements pursuant to this Section 5.01 substantially to the same
extent as the Company has agreed to indemnify the Underwriters in the
Underwriting Agreement and such holders will agree to indemnify the Company and
any underwriter with respect to information furnished by them in writing to the
Company for inclusion therein substantially to the same extent as the
Underwriters have indemnified the Company in the Underwriting Agreement.

          (e) If the offering pursuant to any registration statement provided
for herein is made through underwriters, the Company will enter into an
underwriting agreement in customary form and indemnify, in customary form, such
underwriters and each person who controls any such underwriter within the
meaning of the Securities Act. Such underwriting agreement shall contain
provisions for the indemnification of the Company in customary form, provided
that the aggregate amount that may be recovered from any such underwriter
pursuant to such provisions shall be limited to the total price at which the
Warrant Shares purchased by any such underwriter under such underwriting
agreement were offered to the public.

          Section 5.02 ENFORCEMENT OF WARRANT RIGHTS. All rights of action are
vested in the respective Warrantholders. Any holder of any Warrant, in his own
behalf and for his own benefit, may enforce, and may institute and maintain any
suit, action or proceeding against the Company suitable to enforce, or otherwise
in respect of, his right to exercise his Warrant for the purchase of the number
of Warrant Shares issuable or deliverable in exchange therefor, in the manner
provided in the Warrant and in this Agreement.

          Section 5.03 NEGOTIABILITY AND OWNERSHIP. The Warrants issued
hereunder shall not, for a period of [ ] following the Effective Date, be sold,
transferred, assigned or hypothecated by the holders thereof except (a) to
persons who are officers or partners of [ ] and members of the selling group
and/or their officers and partners or (b) in the case of an individual, pursuant
to such individual's last will and testament or the laws of descent and
distribution and, in any case, only in compliance with the Securities Act. For
the period commencing [ ] after the Effective Date until the expiration of the
Warrants, the Warrants issued hereunder shall not be sold, transferred, assigned
or hypothecated by the holders thereof except (a) to [ ], and any of its
affiliates, or any officers, directors, employees or representatives of the
foregoing or (b) in the case of an individual, pursuant to such individual's
last will and testament or the laws of descent and distribution and, in any
case, only in compliance with the Securities Act.

          Section 5.04 WARRANT LEGEND. (a) Each Warrant shall contain a legend
in substantially the following form:

          "THIS WARRANT AND THE SHARES OF PREFERRED STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT ARE SUBJECT TO THE CONDITIONS SPECIFIED IN THE AGREEMENT, DATED
__________ __, 2001, BETWEEN AMETEK, INC., AND ANY ATTEMPT TO TRANSFER THIS
WARRANT OR ANY SHARE OF PREFERRED STOCK ISSUED UPON EXERCISE OF THIS WARRANT TO
ANY UNAUTHORIZED TRANSFEREE, SHALL BE NULL AND VOID. NO TRANSFER IN VIOLATION OF
SAID AGREEMENT SHALL BE EFFECTIVE. THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE AND CURRENT REGISTRATION STATEMENT OR
POSTEFFECTIVE AMENDMENT THERETO FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933
(THE "ACT") OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. THE SHARES OF PREFERRED
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED
WITHOUT AN EFFECTIVE AND CURRENT REGISTRATION STATEMENT OR POST-EFFECTIVE
AMENDMENT THERETO FOR SUCH SHARES UNDER THE ACT OR AN OPINION OF COUNSEL IN FORM
AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER
THIS ACT."

          (b) Each certificate representing Warrant Shares, unless registered
pursuant to Section 5.01, shall contain a legend substantially in the following
form:

          "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR
TRANSFERRED WITHOUT AN EFFECTIVE AND CURRENT REGISTRATION STATEMENT OR
POSTEFFECTIVE AMENDMENT THERETO FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933
OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT
REGISTRATION IS NOT REQUIRED UNDER THAT ACT.

          Section 5.05 SUPPLEMENTS AND AMENDMENTS. (a) Notwithstanding the
provisions of Section 5.05(b), the Representative, without the consent or
concurrence of the registered holders of the Warrants, may enter into one or
more supplemental agreements or amendments with the Company for the purpose of
evidencing the rights of Warrantholders upon consolidation, merger, sale,
transfer or reclassification pursuant to Section 3.04, making any changes or
corrections in this Agreement that are required to cure any ambiguity, to
correct or supplement any provision contained herein that may be defective or
inconsistent with any other provision herein or any clerical omission or mistake
or manifest error herein contained, or making such other provisions in regard to
matters or questions arising under this Agreement as shall not adversely affect
the interests of the holders of the Warrants or be inconsistent with this
Agreement or any supplemental agreement or amendment.

          (b) With the consent of the registered holders of at least a majority
in number of the Warrants at the time outstanding, the Company and the
Representative at any time and from time to time by supplemental agreement or
amendment may add any provisions to or change in any manner or eliminate any of
the provisions of this Agreement or of any supplemental agreement or modify in
any manner the rights and obligations of the Warrantholders and of the Company;
provided, however, that no such supplemental agreement or amendment, without the
consent of the registered holder of each outstanding Warrant affected thereby,
shall:

          (i) alter the provisions of this Agreement so as to affect adversely
     the terms upon which the Warrants are exercisable or may be redeemed; or

          (ii) reduce the number of Warrants outstanding the consent of whose
     holders is required for any such supplemental agreement or amendment.

          Section 5.06 COVENANT AS TO NO INVESTMENT COMPANY STATUS. The Company
shall use its best efforts, until the [fifth][tenth] anniversary of the
Effective Date, to maintain its status that it is not an "investment company" or
an entity "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940.

          Section 5.07 SUCCESSORS AND ASSIGNS. All the covenants and provisions
of this Agreement by or for the benefit of the Company or the Representative
shall bind and inure to the benefit of their respective successors and assigns
hereunder.

          Section 5.08 NOTICES. Any notice or demand authorized by this
Agreement to be given or made by the holder of any Warrant to or on the Company
shall be sufficiently given or made if sent by mail first-class, postage
prepaid, addressed (until another address is filed in writing by the Company
with the Representative), as follows:

          AMETEK, Inc.
          37 North Valley Road
          Paoli, Pennsylvania 19301
          Attention: William J. Burke, Vice President Investor and Corporate
                     Relations

          Any notice or demand authorized by this Agreement to be given or made
by the holder of any Warrant or by the Company to or on the Representative shall
be sufficiently given or made if sent by mail first-class, postage prepaid,
addressed (until another address is filed in writing by the Representative with
the Company), as follows:




          Any notice or demand authorized by this Agreement to be given or made
to the holder of any Warrants shall be sufficiently given or made if sent by
first-class mail, postage prepaid to the last address of such holder as it shall
appear on the Warrant Register.

          Section 5.09 APPLICABLE LAW. The validity, interpretation and
performance of this Agreement and of the Warrant Certificate shall be governed
by the law of the State of New York without giving effect to the principles of
conflicts of laws thereof.

          Section 5.10 BENEFITS OF THIS AGREEMENT. Nothing in this Agreement
expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or
corporation other than the parties hereto and the holders of the Warrants any
right, remedy or claim under or by reason of this Agreement or of any covenant,
condition, stipulation, promise or agreement hereof, and all covenants,
conditions, stipulations, promises and agreements in this Agreement contained
shall be for the sole and exclusive benefit of the parties hereto and their
successors and of the holders of the Warrants.

          Section 5.11 REGISTERED WARRANTHOLDERS. Prior to due presentment for
registration of transfer, the Company may deem and treat the person in whose
name any Warrants are registered in the Warrant Register as the absolute owner
thereof for all purposes whatever (notwithstanding any notation of ownership or
other writing thereon made by anyone other than the Company) and the Company
shall not be affected by any notice to the contrary or be bound to recognize any
equitable or other claim to or interest in any Warrants on the part of any other
person and shall not be liable for any registration of transfer of Warrants that
are registered or to be registered in the name of a fiduciary or the nominee of
a fiduciary unless made with actual knowledge that a fiduciary or nominee is
committing a breach of trust in requesting such registration of transfer or with
such knowledge of such facts that its participation therein amounts to bad
faith. The terms "Warrantholder" and "holder of any "Warrants" and all other
similar terms used herein shall mean such person in whose name Warrants are
registered in the Warrant Register.

          Section 5.12 INSPECTION OF AGREEMENT. A copy of this Agreement shall
be available at all reasonable times for inspection by any Warrantholder at the
principal office of the Company. The Company may require any such Warrantholder
to submit his Warrant Certificate for inspection by it before allowing such
Warrantholder to inspect a copy of this Agreement.

          Section 5.13 HEADINGS. The Article and Section headings herein are for
convenience only and are not a part of this Agreement and shall not affect the
interpretation thereof.

          Section 5.14 COUNTERPARTS. The Agreement may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original.



                     [THERE IS NO FURTHER TEXT ON THIS PAGE]

<PAGE>


          IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto under their respective seals as of the day and year first above
written.

                                   AMETEK, INC.



                                   By:_______________________________________
                                        Name:
                                        Title:


[CORPORATE SEAL]



Attest:__________________________
        Name:
        Title:


                                   HOLDER



                                   By:_______________________________________
                                        Name:
                                        Title:


[CORPORATE SEAL]



Attest:__________________________
        Name:
        Title:

<PAGE>

                                                                       EXHIBIT A


                           FORM OF WARRANT CERTIFICATE

No.                                                        ____________ Warrants

                 WARRANTS TO PURCHASE SHARES OF PREFERRED STOCK
                                 OF ametek, INC.

          AMETEK, Inc., a Delaware corporation (the "Company"), for value
received, hereby certifies that the Holder or its registered assigns, is the
owner of the number of Warrants, set forth above, each of which represents the
right, subject to the terms and conditions hereof and of the Warrant Agreement
hereafter referred to (the "Warrant Agreement"), to purchase from the Company at
any time, or from time to time, from the [insert number of months] anniversary
of the date of original issuance of the Warrants to the close of business on the
[ ] anniversary of such date (or, if such date is not a Business Day (as defined
below), the first following Business Day) (the "Exercise Period"), the number of
shares of Preferred Stock, par value $.01 per share, of the Company (the
"Preferred Stock") described in the Warrant Agreement (each share of Preferred
Stock issuable upon exercise of a Warrant is referred to as a "Warrant Share").
Subject to the terms and conditions of the Warrant Agreement, the exercise price
per Warrant represented by this Warrant Certificate shall be $_____ per share,
adjusted as provided in Article III of the Warrant Agreement, payable in full as
to each Warrant exercised at the time of purchase. [The term "Underwriting
Agreement" as used herein refers to the Underwriting Agreement dated [ ] between
the Company and [ ]. The term "Exercise Price" as used herein refers to the
foregoing price per share in effect at any time.]

          This Warrant may be exercised in whole or in part at any time or from
time to time during the Exercise Period. The portion of any Warrant not
exercised during the Exercise Period shall become void, and all rights hereunder
and all rights in respect hereof and under the Warrant Agreement shall cease at
the end of the Exercise Period.

          Each such purchase of Warrant Shares shall be made, and shall be
deemed effective for the purpose of determining the date of exercise, only upon
surrender hereof to the Company at the principal office of the Company, with the
form of Election to Exercise on the reverse hereof duly filled in and signed,
and upon payment in full to the Company of the Exercise Price (i) in cash or
(ii) by certified or official bank check or (iii) by any combination of the
foregoing, all as provided in the Warrant Agreement and upon compliance with and
subject to the conditions set forth herein and in the Warrant Agreement.

          This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of [ ] (the "Warrant Agreement"), between the Company
and [ ], as representative for the holders, and is subject to the terms and
provisions of the Warrant Agreement, which terms and provisions are hereby
incorporated by reference herein and made a part hereof. Copies of the Warrant
Agreement and of the Underwriting Agreement are available for inspection by the
registered holder at the principal office of the Company.

          The Company shall not be required upon the exercise of the Warrants
represented hereby to issue fractions of Warrant Shares or to distribute share
certificates that evidence fractional Warrant Shares. Every holder of this
Warrant Certificate expressly waives its right to receive any fraction of a
Warrant Share or a share certificate representing a fraction of a Warrant Share.
Fractional Warrant Shares that otherwise would be issuable in respect of such
exercise shall be paid in cash as provided in the Warrant Agreement, and the
number of Warrant Shares issuable to such Warrantholder shall be rounded down to
the next nearest whole number. If such Warrant Certificate shall not have been
exercised in full, the Company will issue to such Warrantholder a new Warrant
Certificate exercisable for the number of shares of Preferred Stock as to which
such Warrant shall not have been exercised.

          This Warrant Certificate may be exchanged either separately or in
combination with other Warrant Certificates at the principal office of the
Company for new Warrant Certificates representing the same aggregate number of
Warrants as were evidenced by the Warrant Certificate or Warrant Certificates
exchanged, upon surrender of this Warrant Certificate and upon compliance with
and subject to the conditions set forth herein and in the Warrant Agreement.

          This Warrant Certificate is transferable (subject to restrictions set
forth in the Warrant Agreement) at the principal office of the Company by the
registered holder hereof in person or by his attorney duly authorized in
writing, upon (i) surrender of this Warrant Certificate and (ii) upon compliance
with and subject to the conditions set forth herein and in the Warrant
Agreement. Upon any such transfer, a new Warrant Certificate or new Warrant
Certificates of different denominations, representing in the aggregate a like
number of Warrants, will be issued to the transferee. Every holder of Warrants,
by accepting this Warrant Certificate, consents and agrees with the Company and
with every subsequent holder of this Warrant Certificate that until due
presentation for the registration of transfer of this Warrant Certificate on the
Warrant Register maintained by the Company, the Company may deem and treat the
person in whose name this Warrant Certificate is registered as the absolute and
lawful owner for all purposes whatsoever and the Company shall not be affected
by any notice to the contrary.

          Nothing contained in the Warrant Agreement or in this Warrant
Certificate shall be construed as conferring on the holder of any Warrants or
his transferee any rights whatsoever as a shareholder of the Company.

          The Warrant Agreement and each Warrant Certificate, including this
Warrant Certificate, shall be deemed a contract made under the laws of the State
of New York and for all purposes shall be construed in accordance with the laws
of the State of New York without giving effect to the principles of conflicts of
law thereof.

          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.

Dated: _________________, ______

                                      AMETEK, INC.


                                      By:__________________________________


(CORPORATE SEAL)

<PAGE>

                              ELECTION TO EXERCISE

                    (To be executed upon exercise of Warrant)

TO AMETEK, INC.:

          The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant Certificate for, and to purchase
thereunder, ____________ shares of Preferred Stock, as provided for therein, and
tenders herewith payment of the purchase price in full in the form of cash or a
certified or official bank check (or combination thereof) in the amount of
$_______________________.

          Please issue a certificate or certificates for such shares of
Preferred Stock in the name of:

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE:

_______________________________

                                   Name _____________________________________

                                   Address ___________________________________

                                   Signature __________________________________

                                   __________________________________________
                                   Note: The above signature should correspond
                                   exactly with the name on the face of this
                                   Warrant Certificate or with the name of
                                   assignee appearing in the assignment form
                                   below.

Dated: _________________, ______

<PAGE>


                                   ASSIGNMENT

          (To be executed only upon assignment of Warrant Certificate)

          For value received, __________________________ hereby sells, assigns
and transfer unto ___________________________ the within Warrant Certificate,
together with all right, title and interest therein, and does hereby irrevocably
constitute and appoint ______________________ attorney, to transfer said Warrant
Certificate on the books of the within-named Company, with full power of
substitution in the premises.

Dated: ________________, ______

                                   _______________________________________
                                   Note: The above signature should
                                   correspond exactly with the name on the
                                   face of this Warrant Certificate.