AMPHENOL CORP /DE/ — Director's Dealing 2010

Oct 25, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMPHENOL CORP /DE/ (APH)
CIK: 0000820313
Period of Report: 2010-10-22

Reporting Person: WALTER LUC (SR VP & GGM EUR MIL & AERO OPS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-22	Class A Common Stock	M	32000	$10.3075	Acquired	36364	Direct
2010-10-22	Class A Common Stock	M	30000	$10.045	Acquired	66364	Direct
2010-10-22	Class A Common Stock	S	62000	$48.987	Disposed	4364	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-22	Stock Option	$10.3075	M	32000	Disposed	2011-04-25	Class A Common Stock (32000)	Direct
2010-10-22	Stock Option	$10.045	M	30000	Disposed	2013-04-15	Class A Common Stock (30000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $48.85 to $49.10.

F2: The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: 100% Vested