<PAGE>
 
  As filed with the Securities and Exchange Commission on October 1, 1997
                         Registration No. 333-________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM S-8
                            Registration Statement
                                     Under
                          The Securities Act of 1933

                            ROPER INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)

         DELAWARE                                            51-0263969
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

                              160 BEN BURTON ROAD
                             BOGART, GEORGIA 30622
                   (Address of principal executive offices)

         ROPER INDUSTRIES, INC. EMPLOYEES' RETIREMENT SAVINGS 004 PLAN
                           (Full Title of the Plan)

                               MARTIN S. HEADLEY
                  Vice President and Chief Financial Officer
                            Roper Industries, Inc.
                              160 Ben Burton Road
                             Bogart, Georgia 30622
                                (706) 369-7170
                (Name, address and telephone number, including
                  area code, of agent for service of process)
                          __________________________

                             Copies Requested to:
                           GABRIEL DUMITRESCU, ESQ.
                    Powell, Goldstein, Frazer & Murphy LLP
                                Sixteenth Floor
                          191 Peachtree Street, N.E.
                            Atlanta, Georgia  30303
<TABLE> 
<CAPTION> 
                                       CALCULATION OF REGISTRATION FEE
===========================================================================================================
     Title of                               Proposed              Proposed Maximum
Securities to be        Amount to be      Maximum Offering       Aggregate Offering         Amount of
  Registered/(1)/        Registered     Price Per Share/(2)/        Price/(2)/          Registration Fee
-----------------------------------------------------------------------------------------------------------
<S>                      <C>              <C>                      <C>                    <C> 
Shares of Common Stock    300,000            $32.56                 $9,768,000             $2,960

Preferred Stock 
Purchase Rights/(3)/      300,000
===========================================================================================================
</TABLE> 
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the Roper Industries, Inc.
     Employees' Retirement Savings 004 Plan (the "Plan").

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) under the Securities Act of 1993, as amended,
     and based upon the average of the high and low sales price of the Common
     Stock on the New York Stock Exchange on September 26, 1997.

(3)  The Preferred Stock Purchase Rights will be attached to the shares of
     Common Stock being registered and will be issued for no additional
     consideration; therefore, no additional consideration is required.

<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") have been or will be sent
or given to participants in the plan listed on the cover of the Registration
Statement (the "Plan") as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act").  Such document(s) are not being filed with the
Commission but constitute (along with the documents incorporated by reference
into the Registration Statement pursuant to Item 3 of Part II hereof), a
prospectus that meets the requirements of Section 10(a) of the 1933 Act.

                                      I-1
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by Roper
Industries, Inc. (the "Company") and the Plan pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents:

     (a) the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1996 (File No. 1-12273);

     (b) the Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1997 (File No. 1-12273);

     (c) the Company's Quarterly Report on Form 10-Q for the quarter ended April
30, 1997 (File No. 1-12273);

     (d) the Company's Quarterly Report on From 10-Q for the quarter ended July
31, 1997 (File No. 1-12273);

     (e) the Company's Current Report on Form 8-K dated May 16, 1997 (File 
No. 1-12273);

     (f) the description of the Common Stock, $.01 par value, of the Company
which is contained in the Company's Registration Statement on Form 8-A dated
October 4, 1996 (File No. 1-12273); and

     (g) the description of the Preferred Stock Purchase Rights with respect to
the Common Stock, $.01 par value, of the Company which is contained in the
Company's Registration Statement on Form 8-A dated October 4, 1996 (File No. 
1-12273).

                                      II-1
<PAGE>
 
ITEM 4.  DESCRIPTION OF SECURITIES.

     No response is required to this Item.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     No response is required to this Item.


ITEM. 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Amended and Restated Certificate of Incorporation, as
amended, contains provisions which eliminate the personal liability of its
directors for monetary damages resulting from breaches of their fiduciary duty
other than liability for breaches of the duty of loyalty, acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, violations under Section 174 of the Delaware General Corporation Law
("DGCL") or any transaction from which the director derived an improper personal
benefit.

     Section 145 of the DGCL generally provides for indemnification by the
Company of its directors and officers, and the Company's By-Laws contain
provisions requiring the indemnification of the Company's directors and officers
to the fullest extent permitted by Section 145 of the DGCL, including
circumstances in which indemnification is otherwise discretionary.

     The Company has also agreed to indemnify each director and certain officers
pursuant to Indemnification Agreements from and against any and all expenses,
losses, claims, damages and liabilities incurred by such director for or as a
result of actions taken or not taken while such director or officer was acting
in his or her capacity as a director, officer, employee or agent of the Company.
In addition, the Company maintains directors' and officers' liability insurance
which insures the Company against indemnification payments made to directors and
officers of the Company.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     No response to this Item is required.

                                      II-2
<PAGE>
 
ITEM 8.  EXHIBITS.

     The following exhibits are filed with this Registration Statement.

    Exhibit
    Number   Description of Exhibit
    -------  ----------------------
      4.1    Amended and Restated Certificate of Incorporation, as amended.

      4.2*   Amended and Restated By-Laws.

      5      The Registrant hereby undertakes that it has submitted or will
             submit the Plan and any amendment thereto to the Internal Revenue
             Service in a timely manner and has or will make all changes
             required by the IRS in order to qualify the Plan under Section 401
             of the Internal Revenue Code of 1986, as amended.

      23    Consent of Independent Auditors.

      24    Power of Attorney (see signature pages to this Registration
            Statement).
_____________________________
*  Incorporated herein by reference to Exhibit 3 of Roper Industries, Inc.'s
   Current Report on Form 8-K filed on June 2, 1997 (File No. 1-12273).

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post effective amendment to this Registration Statement:

              (i)   To include any prospectus required by Section 10(a)(3) of
          the 1933 Act;

              (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

              (iii) To include any material information with respect to the plan
          of distribution not previously disclosed in the Registration Statement
          or any material change to such information in the Registration
          Statement;

                                      II-3
<PAGE>
 
     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference in the
Registration Statement.

     (2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-4
<PAGE>
 
                                  SIGNATURES

Pursuant to the requirements of the 1933 Act, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Bogart, State of Georgia, on this the 23rd day of September, 1997.

                                     ROPER INDUSTRIES, INC.                 
                                                                             
                                     By: /s/ DERRICK N. KEY                 
                                        ----------------------------------------
                                        Derrick N. Key                         
                                        Chairman of the Board of Directors,    
                                          President and Chief Executive Officer 


                               POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Derrick N. Key as his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

                                      II-5
<PAGE>
 
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE> 
<CAPTION> 
      Signature                            Title                             Date
<S>                           <C>                                      <C> 
/s/ DERRICK N. KEY            Chairman of the Board of Directors,      September 23, 1997
---------------------------   President and Chief Executive Officer 
Derrick N. Key                Director                                        
                                        
/s/ A. DONALD O'STEEN         Executive Vice President                 September 23, 1997         
---------------------------
A. Donald O'Steen        


/s/ MARTIN S. HEADLEY         Vice President and Chief                 September 23, 1997         
--------------------------    Financial Officer 
Martin S. Headley        


/s/ ZANE E. METCALF           Vice President and Treasurer             September 23, 1997         
--------------------------
Zane E. Metcalf        


/s/ W. LAWRENCE BANKS         Director                                 September 23, 1997         
--------------------------
W. Lawrence Banks        


/s/ DONALD G. CALDER          Director                                 September 23, 1997         
--------------------------
Donald G. Calder        


/s/ JOHN F. FORT, III         Director                                 September 23, 1997         
--------------------------
John F. Fort, III        


/s/ E. DOUGLAS KENNA          Director                                 September 23, 1997         
--------------------------
E. Douglas Kenna        
    

/s/ GEORGE L. OHRSTROM, JR    Director                                 September 23, 1997         
--------------------------
George L. Ohrstrom, Jr.        
</TABLE> 

                                      II-6
<PAGE>
 
<TABLE> 
<CAPTION> 
          Signature                      Title                                    Date        
<S>                                 <C>                                    <C> 
/s/ GEORGE GRAF SCHALL-RIAUCOUR     Director                                September 23, 1997 
-------------------------------
George Graf Schall-Riaucour    


/s/ ERIBERTO R. SCOCIMARA           Director                                September 23, 1997 
-------------------------------
Eriberto R. Scocimara        


/s/ LUITPOLD VON BRAUN              Director                                September 23, 1997 
-------------------------------
Luitpold von Braun        


/s/ CHRISTOPHER WRIGHT              Director                                September 23, 1997 
-------------------------------
Christopher Wright         

</TABLE> 

                                      II-7
<PAGE>
 
                                  SIGNATURES

Pursuant to the requirements of the 1933 Act, the Trustee of the Roper
Industries, Inc. Employees' Retirement Savings 004 Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on the 23rd day of
September, 1997.

                                     ROPER INDUSTRIES, INC. EMPLOYES' 
                                     RETIREMENT SAVINGS 004 PLAN
 
                                     By:  Roper Industries, Inc.,
                                          Plan Administrator

                                     By: /s/ A. Donald O'Steen
                                        -------------------------------------
                                     Name:   A. Donald O'Steen
                                          -----------------------------------
                                     Title: Exective Vice President
                                           ----------------------------------

                                      II-8
<PAGE>
 
                                 EXHIBIT INDEX


Exhibit No.    Description of Exhibit
-----------    ----------------------

    4.1        Amended and Restated Certificate of Incorporation, as amended.

    4.2*       Amended and Restated By-Laws.

    5          The Registrant hereby undertakes that it has submitted or will 
               submit the Plan and any amendment thereto to the Internal 
               Revenue Service in order to qualify the Plan under Section 401 
               of the Internal Revenue Code of 1986, as amended.

    23         Consent of Independent Auditors.

    24         Power of Attorney (see signature pages to this Amendment to 
               the Registration Statement).

________________________

*  Incorporated herein by reference to Exhibit 3 of Roper Industries, Inc.'s
   Current Report on Form 8-K filed June 2, 1997 (File No. 1-12273).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19759}]
{"company-data": {"conformed-name": "ROPER INDUSTRIES INC /DE/", "cik": "0000882835", "assigned-sic": "3561", "irs-number": "510263969", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36897", "film-number": "97689271"}, "business-address": {"street1": "160 BEN BURTON RD", "city": "BOGART", "state": "GA", "zip": "30622", "phone": "7063697170"}, "mail-address": {"street1": "160 BEN BURTON ROAD", "city": "BOGART", "state": "GA", "zip": "30622"}}
As filed with the Securities and Exchange Commission on October 1, 1997
                         Registration No. 333-________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM S-8
                            Registration Statement
                                     Under
                          The Securities Act of 1933

                            ROPER INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)

         DELAWARE                                            51-0263969
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

                              160 BEN BURTON ROAD
                             BOGART, GEORGIA 30622
                   (Address of principal executive offices)

         ROPER INDUSTRIES, INC. EMPLOYEES' RETIREMENT SAVINGS 004 PLAN
                           (Full Title of the Plan)

                               MARTIN S. HEADLEY
                  Vice President and Chief Financial Officer
                            Roper Industries, Inc.
                              160 Ben Burton Road
                             Bogart, Georgia 30622
                                (706) 369-7170
                (Name, address and telephone number, including
                  area code, of agent for service of process)
                          __________________________

                             Copies Requested to:
                           GABRIEL DUMITRESCU, ESQ.
                    Powell, Goldstein, Frazer & Murphy LLP
                                Sixteenth Floor
                          191 Peachtree Street, N.E.
                            Atlanta, Georgia  30303
CALCULATION OF REGISTRATION FEE
===========================================================================================================
     Title of                               Proposed              Proposed Maximum
Securities to be        Amount to be      Maximum Offering       Aggregate Offering         Amount of
  Registered/(1)/        Registered     Price Per Share/(2)/        Price/(2)/          Registration Fee
-----------------------------------------------------------------------------------------------------------
Shares of Common Stock    300,000            $32.56                 $9,768,000             $2,960

Preferred Stock 
Purchase Rights/(3)/      300,000
===========================================================================================================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the Roper Industries, Inc.
     Employees' Retirement Savings 004 Plan (the "Plan").

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) under the Securities Act of 1993, as amended,
     and based upon the average of the high and low sales price of the Common
     Stock on the New York Stock Exchange on September 26, 1997.

(3)  The Preferred Stock Purchase Rights will be attached to the shares of
     Common Stock being registered and will be issued for no additional
     consideration; therefore, no additional consideration is required.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") have been or will be sent
or given to participants in the plan listed on the cover of the Registration
Statement (the "Plan") as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act").  Such document(s) are not being filed with the
Commission but constitute (along with the documents incorporated by reference
into the Registration Statement pursuant to Item 3 of Part II hereof), a
prospectus that meets the requirements of Section 10(a) of the 1933 Act.

                                      I-1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by Roper
Industries, Inc. (the "Company") and the Plan pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents:

     (a) the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1996 (File No. 1-12273);

     (b) the Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1997 (File No. 1-12273);

     (c) the Company's Quarterly Report on Form 10-Q for the quarter ended April
30, 1997 (File No. 1-12273);

     (d) the Company's Quarterly Report on From 10-Q for the quarter ended July
31, 1997 (File No. 1-12273);

     (e) the Company's Current Report on Form 8-K dated May 16, 1997 (File 
No. 1-12273);

     (f) the description of the Common Stock, $.01 par value, of the Company
which is contained in the Company's Registration Statement on Form 8-A dated
October 4, 1996 (File No. 1-12273); and

     (g) the description of the Preferred Stock Purchase Rights with respect to
the Common Stock, $.01 par value, of the Company which is contained in the
Company's Registration Statement on Form 8-A dated October 4, 1996 (File No. 
1-12273).

                                      II-1
ITEM 4.  DESCRIPTION OF SECURITIES.

     No response is required to this Item.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     No response is required to this Item.

ITEM. 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Amended and Restated Certificate of Incorporation, as
amended, contains provisions which eliminate the personal liability of its
directors for monetary damages resulting from breaches of their fiduciary duty
other than liability for breaches of the duty of loyalty, acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, violations under Section 174 of the Delaware General Corporation Law
("DGCL") or any transaction from which the director derived an improper personal
benefit.

     Section 145 of the DGCL generally provides for indemnification by the
Company of its directors and officers, and the Company's By-Laws contain
provisions requiring the indemnification of the Company's directors and officers
to the fullest extent permitted by Section 145 of the DGCL, including
circumstances in which indemnification is otherwise discretionary.

     The Company has also agreed to indemnify each director and certain officers
pursuant to Indemnification Agreements from and against any and all expenses,
losses, claims, damages and liabilities incurred by such director for or as a
result of actions taken or not taken while such director or officer was acting
in his or her capacity as a director, officer, employee or agent of the Company.
In addition, the Company maintains directors' and officers' liability insurance
which insures the Company against indemnification payments made to directors and
officers of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     No response to this Item is required.

                                      II-2
ITEM 8.  EXHIBITS.

     The following exhibits are filed with this Registration Statement.

    Exhibit
    Number   Description of Exhibit
    -------  ----------------------
      4.1    Amended and Restated Certificate of Incorporation, as amended.

      4.2*   Amended and Restated By-Laws.

      5      The Registrant hereby undertakes that it has submitted or will
             submit the Plan and any amendment thereto to the Internal Revenue
             Service in a timely manner and has or will make all changes
             required by the IRS in order to qualify the Plan under Section 401
             of the Internal Revenue Code of 1986, as amended.

      23    Consent of Independent Auditors.

      24    Power of Attorney (see signature pages to this Registration
            Statement).
_____________________________
*  Incorporated herein by reference to Exhibit 3 of Roper Industries, Inc.'s
   Current Report on Form 8-K filed on June 2, 1997 (File No. 1-12273).

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post effective amendment to this Registration Statement:

              (i)   To include any prospectus required by Section 10(a)(3) of
          the 1933 Act;

              (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

              (iii) To include any material information with respect to the plan
          of distribution not previously disclosed in the Registration Statement
          or any material change to such information in the Registration
          Statement;

                                      II-3
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference in the
Registration Statement.

     (2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-4
SIGNATURES

Pursuant to the requirements of the 1933 Act, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Bogart, State of Georgia, on this the 23rd day of September, 1997.

                                     ROPER INDUSTRIES, INC.                 
                                                                             
                                     By: /s/ DERRICK N. KEY                 
                                        ----------------------------------------
                                        Derrick N. Key                         
                                        Chairman of the Board of Directors,    
                                          President and Chief Executive Officer 

                               POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Derrick N. Key as his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

                                      II-5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                            Title                             Date
/s/ DERRICK N. KEY            Chairman of the Board of Directors,      September 23, 1997
---------------------------   President and Chief Executive Officer 
Derrick N. Key                Director                                        
                                        
/s/ A. DONALD O'STEEN         Executive Vice President                 September 23, 1997         
---------------------------
A. Donald O'Steen        

/s/ MARTIN S. HEADLEY         Vice President and Chief                 September 23, 1997         
--------------------------    Financial Officer 
Martin S. Headley        

/s/ ZANE E. METCALF           Vice President and Treasurer             September 23, 1997         
--------------------------
Zane E. Metcalf        

/s/ W. LAWRENCE BANKS         Director                                 September 23, 1997         
--------------------------
W. Lawrence Banks        

/s/ DONALD G. CALDER          Director                                 September 23, 1997         
--------------------------
Donald G. Calder        

/s/ JOHN F. FORT, III         Director                                 September 23, 1997         
--------------------------
John F. Fort, III        

/s/ E. DOUGLAS KENNA          Director                                 September 23, 1997         
--------------------------
E. Douglas Kenna        
    

/s/ GEORGE L. OHRSTROM, JR    Director                                 September 23, 1997         
--------------------------
George L. Ohrstrom, Jr.
II-6
Signature                      Title                                    Date
/s/ GEORGE GRAF SCHALL-RIAUCOUR     Director                                September 23, 1997 
-------------------------------
George Graf Schall-Riaucour    

/s/ ERIBERTO R. SCOCIMARA           Director                                September 23, 1997 
-------------------------------
Eriberto R. Scocimara        

/s/ LUITPOLD VON BRAUN              Director                                September 23, 1997 
-------------------------------
Luitpold von Braun        

/s/ CHRISTOPHER WRIGHT              Director                                September 23, 1997 
-------------------------------
Christopher Wright
II-7
SIGNATURES

Pursuant to the requirements of the 1933 Act, the Trustee of the Roper
Industries, Inc. Employees' Retirement Savings 004 Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on the 23rd day of
September, 1997.

                                     ROPER INDUSTRIES, INC. EMPLOYES' 
                                     RETIREMENT SAVINGS 004 PLAN
 
                                     By:  Roper Industries, Inc.,
                                          Plan Administrator

                                     By: /s/ A. Donald O'Steen
                                        -------------------------------------
                                     Name:   A. Donald O'Steen
                                          -----------------------------------
                                     Title: Exective Vice President
                                           ----------------------------------

                                      II-8
EXHIBIT INDEX

Exhibit No.    Description of Exhibit
-----------    ----------------------

    4.1        Amended and Restated Certificate of Incorporation, as amended.

    4.2*       Amended and Restated By-Laws.

    5          The Registrant hereby undertakes that it has submitted or will 
               submit the Plan and any amendment thereto to the Internal 
               Revenue Service in order to qualify the Plan under Section 401 
               of the Internal Revenue Code of 1986, as amended.

    23         Consent of Independent Auditors.

    24         Power of Attorney (see signature pages to this Amendment to 
               the Registration Statement).

________________________

*  Incorporated herein by reference to Exhibit 3 of Roper Industries, Inc.'s
   Current Report on Form 8-K filed June 2, 1997 (File No. 1-12273).