AMPHENOL CORP /DE/ — Director's Dealing 2010

Apr 27, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMPHENOL CORP /DE/ (APH)
CIK: 0000820313
Period of Report: 2010-04-26

Reporting Person: NORWITT RICHARD ADAM (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-26	Class A Common Stock	M	4800	$10.3075	Acquired	5696	Direct
2010-04-26	Class A Common Stock	M	14400	$10.9525	Acquired	20096	Direct
2010-04-26	Class A Common Stock	S	19200	$47.35	Disposed	896	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-26	Stock Option	$10.3075	M	4800	Disposed	2011-04-25	Class A Common Stock (4800)	Direct
2010-04-26	Stock Option	$10.9525	M	14400	Disposed	2012-05-02	Class A Common Stock (14400)	Direct

Footnotes

F1: 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.

F2: This transaction was executed in multiple trades at prices ranging from $47.35 TO $47.38.

F3: 100% Vested