AMPHENOL CORP /DE/ — Director's Dealing 2011

Jan 24, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMPHENOL CORP /DE/ (APH)
CIK: 0000820313
Period of Report: 2011-01-21

Reporting Person: REARDON DIANA G (SR VP CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-21	Class A Common Stock	M	60000	$15.075	Acquired	60000	Direct
2011-01-21	Class A Common Stock	M	40000	$16.775	Acquired	100000	Direct
2011-01-21	Class A Common Stock	M	100000	$18.395	Acquired	200000	Direct
2011-01-21	Class A Common Stock	S	200000	$53.2412	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-21	Stock Option	$15.075	M	60000	Disposed	2014-04-16	Class A Common Stock (60000)	Direct
2011-01-21	Stock Option	$16.775	M	40000	Disposed	2014-10-19	Class A Common Stock (40000)	Direct
2011-01-21	Stock Option	$18.395	M	100000	Disposed	2015-04-12	Class A Common Stock (100000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $53.15 to $53.325.

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