AMPHENOL CORP /DE/ — Director's Dealing 2011

Feb 14, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: AMPHENOL CORP /DE/ (APH)
CIK: 0000820313
Period of Report: 2010-12-31

Reporting Person: Clark Stanley L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-04	Phantom Stock	$0	A	3.28	Acquired		Class A Common Stock (3.28)	Direct
2010-04-01	Phantom Stock	$0	A	2.73	Acquired		Class A Common Stock (2.73)	Direct
2010-07-01	Phantom Stock	$0	A	2.88	Acquired		Class A Common Stock (2.88)	Direct
2010-10-01	Phantom Stock	$0	A	3.06	Acquired		Class A Common Stock (3.06)	Direct
2011-01-01	Phantom Stock	$0	A	2.5	Acquired		Class A Common Stock (2.5)	Direct

Footnotes

F1: Phantom Stock Units convert to Class A Common Stock on a one-for-one basis.

F2: Under the Amphenol Corporation Directors' Compensation Plan, the Reporting Person is entitled to receive shares of Class A Common Stock on a one-for-one basis upon the later of the first day of the year following the Reporting Person's retirement or separation from the Board of Directors or six months after such event.