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: ANDERSON GARY (SR VP & GGM AERO & IND OPS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-22	Class A Common Stock	M	14000	$10.9525	Acquired	14000	Direct
2010-10-22	Class A Common Stock	M	60000	$10.045	Acquired	74000	Direct
2010-10-22	Class A Common Stock	M	63000	$15.075	Acquired	137000	Direct
2010-10-22	Class A Common Stock	S	137000	$49.0437	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-22	Stock Option	$10.9525	M	14000	Disposed	2012-05-02	Class A Common Stock (14000)	Direct
2010-10-22	Stock Option	$10.045	M	60000	Disposed	2013-04-15	Class A Common Stock (60000)	Direct
2010-10-22	Stock Option	$15.075	M	63000	Disposed	2014-04-16	Class A Common Stock (63000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $48.90 to $49.38.

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