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: LIETZ ANDREW E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-04	Phantom Stock	$0	A	8.01	Acquired		Class A Common Stock (8.01)	Direct
2010-04-01	Phantom Stock	$0	A	6.67	Acquired		Class A Common Stock (6.67)	Direct
2010-07-01	Phantom Stock	$0	A	7.04	Acquired		Class A Common Stock (7.04)	Direct
2010-10-01	Phantom Stock	$0	A	7.48	Acquired		Class A Common Stock (7.48)	Direct
2011-01-01	Phantom Stock	$0	A	6.09	Acquired		Class A Common Stock (6.09)	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.