AMPHENOL CORP /DE/ — Director's Dealing 2011

Jan 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMPHENOL CORP /DE/ (APH)
CIK: 0000820313
Period of Report: 2011-01-26

Reporting Person: WALTER LUC (SR VP & GGM EUR MIL & AERO OPS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-26	Class A Common Stock	M	40000	$15.075	Acquired	44364	Direct
2011-01-26	Class A Common Stock	M	52800	$26.805	Acquired	97164	Direct
2011-01-26	Class A Common Stock	S	92800	$55.16	Disposed	4364	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-26	Stock Option	$15.075	M	40000	Disposed	2014-04-16	Class A Common Stock (40000)	Direct
2011-01-26	Stock Option	$26.805	M	52800	Disposed	2016-05-24	Class A Common Stock (52800)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $55.00 to $55.31.

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