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SEC Company Response from AMPHENOL (APH) — Jun 8, 2006

AMPHENOL CORP /DE/ (APH) (CIK 0000820313)
Date: June 8, 2006 · CIK: 0000820313 · Accession: 0001104659-06-040590

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File numbers found in text: 001-10879

Date
June 7, 2006
Author
/s/ Craig A. Lampo
Form
CORRESP
Company
AMPHENOL CORP /DE/ (APH) (CIK 0000820313)

Letter

Securities and Exchange Commission Division of Corporation Finance Filed March 16, 2006 Amendment No. 1 to Form 10-K filed March 22, 2006 and Amendment No. 2 to Form 10-K filed March 24, 2006 File No. 001-10879

Re:

Dear Mr. Cascio,

Following is Amphenol Corporation’s response to the comment of the Staff of the Securities and Exchange Commission set forth in your letter to Diana G. Reardon dated May 31, 2006. For the convenience of the Staff, the Staff’s comment is reproduced and is followed by the response of Amphenol.

Amendment No. 1 and Amendment No. 2 to the Form 10-K for the fiscal year ended December 31,

Item 8. Financial Statements and Supplementary Data

Comment 1: We note that you amended your Form 10-K to include the audit report with the appropriate signature. Please file an amendment that includes the entire section of Item 8 as required by Regulation S-X.

Amphenol’s Response:

In response to the Staff’s Comment, Amphenol has today filed Amendment No. 3 to its Form 10-K to include with the signed audit reports the entire sections of Item 8 and Item 15 of the Form 10-K.

**********************************

If you would like to discuss Amphenol’s response to the Comment or if you would like to discuss any other matters, please contact the undersigned at 203-265-8625.

Sincerely,
/s/ Craig A. Lampo

Show Raw Text
CORRESP
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filename1.htm

June 7, 2006

Mr. Brian Cascio

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 6010

Washington, D.C. 20549

  Re:

  Amphenol Corporation

  Form 10-K for the fiscal year ended
  December 31, 2005

  Filed March 16, 2006

  Amendment No. 1 to Form 10-K filed
  March 22, 2006 and Amendment No. 2

  to Form 10-K filed March 24, 2006

  File No. 001-10879

Dear Mr. Cascio,

Following is Amphenol Corporation’s response to the comment of the
Staff of the Securities and Exchange Commission set forth in your letter to
Diana G. Reardon dated May 31, 2006. For the convenience of the Staff, the
Staff’s comment is reproduced and is followed by the response of Amphenol.

Amendment No. 1
and Amendment No. 2 to the Form 10-K for the fiscal year ended December 31,
2006

Item 8. Financial
Statements and Supplementary Data

Comment 1:  We note that you amended
your Form 10-K to include the audit report with the appropriate
signature. Please file an amendment that includes the entire section of Item 8
as required by Regulation S-X.

Amphenol’s Response:

In response to the
Staff’s Comment, Amphenol has today filed Amendment No. 3 to its Form 10-K
to include with the signed audit reports the entire sections of Item 8 and Item
15 of the Form 10-K.

**********************************

If you would like to
discuss Amphenol’s response to the Comment or if you would like to discuss any
other matters, please contact the undersigned at 203-265-8625.

  Sincerely,

  /s/ Craig A. Lampo

  Vice President and
  Corporate Controller

  CC:

  Praveen Kartholy

  Diana G. Reardon

  Edward C. Wetmore

  David P. Falck

 2