AMPHENOL CORP /DE/ — Director's Dealing 2010

Dec 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMPHENOL CORP /DE/ (APH)
CIK: 0000820313
Period of Report: 2010-12-07

Reporting Person: LOEFFLER MARTIN H (Director, CHAIRMAN & EXEC CHAIRMAN)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-07	Class A Common Stock	M	357500	$15.075	Acquired	396100	Direct
2010-12-07	Class A Common Stock	S	357500	$53.4115	Disposed	38600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-07	Stock Option	$15.075	M	357500	Disposed	2014-04-16	Class A Common Stock (357500)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $52.90 to $53.83.

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