AMPHENOL CORP /DE/ — Director's Dealing 2010

Sep 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMPHENOL CORP /DE/ (APH)
CIK: 0000820313
Period of Report: 2010-09-03

Reporting Person: Raley Zachary W (VP GGM WW RF & MICRO PROD)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-03	Class A Common Stock	M	20000	$15.075	Acquired	20000	Direct
2010-09-03	Class A Common Stock	M	36000	$18.395	Acquired	56000	Direct
2010-09-03	Class A Common Stock	S	56000	$45.637	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-03	Stock Option	$15.075	M	20000	Disposed	2014-04-16	Class A Common Stock (20000)	Direct
2010-09-03	Stock Option	$18.395	M	36000	Disposed	2015-04-12	Class A Common Stock (36000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $45.550 to $45.741.

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