<PAGE>

    As filed with the Securities and Exchange Commission on April 26, 2000
                                                   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. Employee Stock Purchase 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
<TABLE>
<CAPTION>
====================================================================================================================
Title of Securities to       Amount to be         Proposed Maximum        Proposed Maximum           Amount of
 be Registered(1)             Registered         Offering Price Per      Aggregate Offering       Registration Fee
                                                      Share(2)                Price(2)
--------------------------------------------------------------------------------------------------------------------
<S>                      <C>                   <C>                     <C>                      <C>
Shares of Common                      500,000           $30.41              $15,205,000                $4,015
Stock

Preferred Stock                       500,000
Purchase Rights (3)
====================================================================================================================
</TABLE>

(1)  Represents shares of the Registrant's Common Stock, $.01 par value per
     share (the "Common Stock") that may be issued and sold by the Registrant in
     connection with its Employee Stock Purchase Plan (the "Plan").  This
     Registration Statement also covers such indeterminable number of additional
     shares as may become issuable to prevent dilution in the event of stock
     splits, stock dividends, or similar transactions pursuant to the terms of
     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 April 25, 2000.

(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 registration fee 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 "1933 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 Securities 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 (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, 1999 (File No. 1-12273);

     (b)  the Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 2000 (File No. 1-12273);

     (c)  the Company's definitive Proxy Statement, dated February 4, 2000, as
filed with the Securities and Exchange Commission in connection with the
Company's 2000 Annual Meeting of Shareholders (File No. 1-2273);

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

     (e)  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. 6.  Indemnification of Directors and Officers.
--------  -----------------------------------------

     The Company's Amended and Restated Certificate of Incorporation 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.






                                     II-2


<PAGE>

Item 8.  Exhibits.
-------  --------

     The following exhibits are filed with or incorporated by reference into
this Registration Statement.

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

      4.1      Amended and Restated Certificate of Incorporation including Form
               of Certificate of Designation, Preferences and Rights of Series A
               Preferred Stock (Incorporated by reference to Exhibit 3.1 to the
               Registrant's Annual Report on Form 10-K filed January 21, 1998).

      4.2      By-Laws Amended and Restated as of February 22, 2000.
               (Incorporated by reference to Exhibit 4.2 to the Registrant's
               Registration Statement on Form S-8 filed April 26, 2000 (File No.
               333-35648)).

      5        Opinion of Powell, Goldstein, Frazer & Murphy LLP with respect
               to the securities being registered.

      23.1     Consent of KPMG LLP.

      23.2     Consent of Arthur Andersen LLP.

      23.3     Consent of counsel (included in Exhibit 5).

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

      99       Roper Industries, Inc. Employee Stock Purchase Plan (Incorporated
               by reference to Annex B of the Registrant's definitive Proxy
               Statement, dated February 4, 2000).
_____________________________


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






                                     II-3




<PAGE>

          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;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 on 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 26 day of April, 2000.

                                 ROPER INDUSTRIES, INC.


                                 By:  /s/ Derrick N. Key
                                    ------------------------------------------
                                    Derrick N. Key
                                    Chairman of the Board, 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.








<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>
                                             Chairman of the Board,
                                             President and Chief Executive                    April 26, 2000
/s/ Derrick N. Key                           Officer
------------------------------------
Derrick N. Key                               Director


/s/ Martin S. Headley                        Vice President and Chief                         April 26, 2000
------------------------------------
Martin S. Headley                            Financial Officer


/s/ Kevin G. McHugh                          Controller                                       April 26, 2000
------------------------------------
Kevin G. McHugh

/s/ W. Lawrence Banks                        Director                                         April 26, 2000
------------------------------------
W. Lawrence Banks


/s/ Luitpold von Braun                       Director                                         April 26, 2000
------------------------------------
Luitpold von Braun


/s/ Donald G. Calder                         Director                                         April 26, 2000
------------------------------------
Donald G. Calder


/s/ John F. Fort, III                        Director                                         April 26, 2000
------------------------------------
John F. Fort, III


/s/ Wilbur J. Prezzano                       Director                                         April 26, 2000
------------------------------------
Wilbur J. Prezzano

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

       Signature                                      Title                                        Date
       ---------                                      -----                                        ----
<S>                                          <C>                                              <C>

/s/ Georg Graf Schall-Riaucour               Director                                         April 26, 2000
------------------------------------
Georg Graf Schall-Riaucour

/s/ Eriberto R. Scocimara                    Director                                         April 26, 2000
------------------------------------
Eriberto R. Scocimara

/s/ Christopher Wright                       Director                                         April 26, 2000
------------------------------------
Christopher Wright
</TABLE>



<PAGE>

                                 Exhibit Index
                                 -------------


<TABLE>
<CAPTION>

Exhibit No.                  Description of Exhibit
-----------                  ----------------------
<S>                           <C>
4.1                          Amended and Restated Certificate of Incorporation including Form of Certificate of
                             Designation, Preferences and Rights of Series A Preferred Stock (Incorporated by
                             reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K filed
                             January 21, 1998).

4.2                          By-Laws Amended and Restated as of February 22, 2000 (Incorporated by reference to
                             Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 filed April 26,
                             2000 (File No. 333-35648)).

5                            Opinion of Powell, Goldstein, Frazer & Murphy LLP with respect to the securities
                             being registered.

23.1                         Consent of KPMG LLP.

23.2                         Consent of Arthur Andersen LLP.

23.3                         Consent of counsel (included in Exhibit 5).

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

99                           Roper Industries, Inc. Employee Stock Purchase Plan (Incorporated by reference to
                             Annex B of the Registrant's definitive Proxy Statement, dated February 4, 2000).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 20119}]
{"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": "333-35666", "film-number": "609616"}, "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 April 26, 2000
                                                   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. Employee Stock Purchase 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 Securities to       Amount to be         Proposed Maximum        Proposed Maximum           Amount of
 be Registered(1)             Registered         Offering Price Per      Aggregate Offering       Registration Fee
                                                      Share(2)                Price(2)
--------------------------------------------------------------------------------------------------------------------
Shares of Common                      500,000           $30.41              $15,205,000                $4,015
Stock

Preferred Stock                       500,000
Purchase Rights (3)
====================================================================================================================
(1)  Represents shares of the Registrant's Common Stock, $.01 par value per
     share (the "Common Stock") that may be issued and sold by the Registrant in
     connection with its Employee Stock Purchase Plan (the "Plan").  This
     Registration Statement also covers such indeterminable number of additional
     shares as may become issuable to prevent dilution in the event of stock
     splits, stock dividends, or similar transactions pursuant to the terms of
     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 April 25, 2000.

(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 registration fee 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 "1933 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 Securities 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 (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, 1999 (File No. 1-12273);

     (b)  the Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 2000 (File No. 1-12273);

     (c)  the Company's definitive Proxy Statement, dated February 4, 2000, as
filed with the Securities and Exchange Commission in connection with the
Company's 2000 Annual Meeting of Shareholders (File No. 1-2273);

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

     (e)  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. 6.  Indemnification of Directors and Officers.
--------  -----------------------------------------

     The Company's Amended and Restated Certificate of Incorporation 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.

                                     II-2
Item 8.  Exhibits.
-------  --------

     The following exhibits are filed with or incorporated by reference into
this Registration Statement.

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

      4.1      Amended and Restated Certificate of Incorporation including Form
               of Certificate of Designation, Preferences and Rights of Series A
               Preferred Stock (Incorporated by reference to Exhibit 3.1 to the
               Registrant's Annual Report on Form 10-K filed January 21, 1998).

      4.2      By-Laws Amended and Restated as of February 22, 2000.
               (Incorporated by reference to Exhibit 4.2 to the Registrant's
               Registration Statement on Form S-8 filed April 26, 2000 (File No.
               333-35648)).

      5        Opinion of Powell, Goldstein, Frazer & Murphy LLP with respect
               to the securities being registered.

      23.1     Consent of KPMG LLP.

      23.2     Consent of Arthur Andersen LLP.

      23.3     Consent of counsel (included in Exhibit 5).

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

      99       Roper Industries, Inc. Employee Stock Purchase Plan (Incorporated
               by reference to Annex B of the Registrant's definitive Proxy
               Statement, dated February 4, 2000).
_____________________________

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

                                     II-3
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;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 on 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 26 day of April, 2000.

                                 ROPER INDUSTRIES, INC.

                                 By:  /s/ Derrick N. Key
                                    ------------------------------------------
                                    Derrick N. Key
                                    Chairman of the Board, 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.
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
             ---------                                  -----                                     ----
Chairman of the Board,
                                             President and Chief Executive                    April 26, 2000
/s/ Derrick N. Key                           Officer
------------------------------------
Derrick N. Key                               Director

/s/ Martin S. Headley                        Vice President and Chief                         April 26, 2000
------------------------------------
Martin S. Headley                            Financial Officer

/s/ Kevin G. McHugh                          Controller                                       April 26, 2000
------------------------------------
Kevin G. McHugh

/s/ W. Lawrence Banks                        Director                                         April 26, 2000
------------------------------------
W. Lawrence Banks

/s/ Luitpold von Braun                       Director                                         April 26, 2000
------------------------------------
Luitpold von Braun

/s/ Donald G. Calder                         Director                                         April 26, 2000
------------------------------------
Donald G. Calder

/s/ John F. Fort, III                        Director                                         April 26, 2000
------------------------------------
John F. Fort, III

/s/ Wilbur J. Prezzano                       Director                                         April 26, 2000
------------------------------------
Wilbur J. Prezzano
Signature                                      Title                                        Date
       ---------                                      -----                                        ----
/s/ Georg Graf Schall-Riaucour               Director                                         April 26, 2000
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Georg Graf Schall-Riaucour

/s/ Eriberto R. Scocimara                    Director                                         April 26, 2000
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Eriberto R. Scocimara

/s/ Christopher Wright                       Director                                         April 26, 2000
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Christopher Wright
Exhibit Index
                                 -------------
Exhibit No.                  Description of Exhibit
-----------                  ----------------------
4.1                          Amended and Restated Certificate of Incorporation including Form of Certificate of
                             Designation, Preferences and Rights of Series A Preferred Stock (Incorporated by
                             reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K filed
                             January 21, 1998).

4.2                          By-Laws Amended and Restated as of February 22, 2000 (Incorporated by reference to
                             Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 filed April 26,
                             2000 (File No. 333-35648)).

5                            Opinion of Powell, Goldstein, Frazer & Murphy LLP with respect to the securities
                             being registered.

23.1                         Consent of KPMG LLP.

23.2                         Consent of Arthur Andersen LLP.

23.3                         Consent of counsel (included in Exhibit 5).

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

99                           Roper Industries, Inc. Employee Stock Purchase Plan (Incorporated by reference to
                             Annex B of the Registrant's definitive Proxy Statement, dated February 4, 2000).