SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

July 1, 2010
  R. Adam Norwitt Chief Executive Officer  Amphenol Corporation  358 Hall Avenue  Wallingford, CT 06492
Re: Amphenol Corporation
Form 10-K for the Year Ended December 31, 2009 Filed February 23, 2010
  File No. 001-10879

Dear Mr. Norwitt:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Executive Compensation, page 50

1. While we note your disclosure on pages 12 and 13 regarding compensation disclosure risks, it does not appear you have provided disclosure in response to
Item 402(s) of Regulation S-K regarding compensation policies and practices that create risks that are reasonably likely to have a material adverse effect on the
company.  Please tell us the basis for your conclusion that disclosure is not
necessary and describe the process yo u undertook to reach that conclusion.

R. Adam Norwitt
Amphenol Corporation  July 1, 2010 Page 2  2. We note from page 22 of your proxy statem ent that you establish base salaries
near the median level for executives of “cer tain peer companies.”  To the extent
that a material element of compensation is benchmarked to a peer group, the peer
group companies are required to be iden tified.  Please confirm that, in future
filings, you will identify peer companies wh en you benchmark a material element
of compensation to a peer group.  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require. Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they have made.     In responding to our comments, pleas e provide a written statement from the
company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Please contact Joseph McCann, Staff Attorn ey, at (202) 551-6262, or me at (202)
551-3805 if you have questions on the comments.     Sincerely,     Peggy Fisher
 Assistant Director
  cc: Edward C. Wetmore  - Vice Presid ent, Secretary and General Counsel