SecProbe.io

CORRESP
1
filename1.htm

  Edward
  C. Wetmore

  Vice
  President, Secretary and

  General
  Counsel

  Amphenol
  Corporation

  358
  Hall Avenue

  Wallingford,
  CT 06492

  USA

  T 203
  265 8634

  F
  203 265 8827

  ewetmore@amphenol.com

May 13, 2008

Mr. Timothy
Buchmiller

Senior Attorney

Division of Corporation Finance

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

  Re:

  Amphenol Corporation

  Annual Report on Form 10-K for the Fiscal Year
  Ended December 31, 2007

  Filed February 26, 2008

  File No. 1-10879

Dear
Mr. Buchmiller:

I
am responding to your comment letter dated April 30, 2008, to Martin H.
Loeffler, Chairman and Chief Executive Officer of Amphenol Corporation (
“Amphenol” or the “Company”) relating to the above document.

For
ease of reference, I have repeated the Staff’s comments in bold text preceding
each response.

Item 11.  Executive
Compensation, page 56

1. We note
from your discussion under “Performance Based Incentive Plans” on page 20
of the proxy statement that you have incorporated by reference into your Form 10-K
that you have not disclosed the specific targets to be achieved in order for
your named executive officers to earn their respective annual cash incentive
payments under The 2007 Management Incentive Plan.  Please provide such disclosure in your future
filings, as applicable.  To the extent
you believe that disclosure of such information, on a historical basis, would
result in competitive harm such that the information could be excluded under

Instruction
4 to Item 402(b) of Regulation S-K, please provide us with a detailed
explanation supporting your conclusion.
To the extent that it is appropriate to omit specific targets or
performance objectives, you are required to provide appropriate disclosure
pursuant to Instruction 4 to Item 402(b) of Regulation S-K.  Refer also to Question 3.04 of the Item 402
of Regulation S-K Interpretations available on our website at www.sec.gov.  In discussing how difficult or likely it will
be to achieve the target levels or other factors, you should provide as much
detail as necessary without disclosing information that poses a reasonable risk
of competitive harm.

Response

The Company notes the
Staff’s comment and will revise its disclosure in future filings, as applicable,
to include, on a historical basis, the specific targets to be achieved and
other factors considered in order for our named executive officers to have
earned their respective annual cash incentive payments under applicable
management incentive plans, including The 2008 Management Incentive Plan.

While the Company does not
presently anticipate that the disclosure of specific targets and other factors
will result in any competitive harm, the Company reserves its right to exclude
such information or such portion of such information that would create
competitive harm as allowed by Instruction 4 to Item 402(b) of Regulation
S-K should currently unanticipated circumstances so require.  In such event the Company would provide a
supplemental detailed explanation supporting such conclusion and as much detail
as necessary to describe how difficult or likely it will be to achieve the
target levels or other factors without disclosing information that poses a
reasonable risk of competitive harm.

2.                    It appears
that your annual cash incentive awards should have been disclosed, pursuant to
Item 402(d)(2)(iii) of Regulation S-K, in your “Grants of Plan Based
Awards in Fiscal Year 2007” table on page 28 of the proxy statement that
you have incorporated by reference into your Form 10-K.  Please provide such disclosure in your future
filings, as applicable, or provide us with your analysis as to why such
information should not have been included in that table.

Response

The Company believes that the table presented on page 28
of its 2008 proxy statement is correct.
Historically, the Company has made annual cash incentive awards pursuant
to annual management incentive plans created under the umbrella of the
Executive Incentive Plan (as described on page 20 of its 2008 proxy
statement).  Payments made pursuant to
the Company’s 2007 Management Incentive Plan (as disclosed in the table on page 28
of the Company’s 2008 proxy statement

2

under Non-Equity Incentive Plan Compensation) have
been paid and are not properly considered “Future Payouts.”  The Company’s 2008 Management Incentive Plan
and targets thereunder are not finalized until early 2008 and are not properly
considered “Grants of Plan Based Awards in Fiscal Year 2007.”

The Company’s understanding is that the requirement
for tabular disclosure pursuant to Item 402(d)(2)(iii) only relates to a
plan in existence at the end of the latest fiscal year for which reporting is
required under the relevant Form 10-K.
The Company has historically (and consistently over the last ten years)
created a new, single-year, single-year performance measure, Management
Incentive Plan after the first day of each year.  Each such plan is generally approved by the
Company’s board of directors early in the year in which performance under the
relevant plan is evaluated.  The table on
page 28 of the Company’s 2008 proxy statement that the Company has
incorporated by reference into its Form 10-K does specify all awards that
could be granted pursuant to any and all plans in effect at the end of the last
fiscal year, December 31, 2007, that are not otherwise already disclosed
in the summary compensation table on page 25 as 2007 compensation under
the heading “Non-Equity Incentive Plan Compensation”.  Were the Company to include potential
payments under the 2008 Management Incentive Plan in this table, the “Grant
Date” would have been in 2008.

It
is based on this analysis that the Company determined that annual cash
incentive awards under the heading “estimated future payouts under non-equity
incentive plan awards” in the table “Grants of Plan Based Awards in Fiscal Year
2007” required pursuant to Item 402(d)(2)(iii) of
Regulation S-K on page 28 of the Company’s proxy statement was
appropriately “n/a”.

The Company did take note of Instruction 2 to Item
402(b), which provides that “The Compensation Discussion and Analysis should
also cover actions regarding executive compensation that were taken after the
registrant’s last fiscal year’s end.”
Note that in the spirit of full disclosure, the Company has disclosed in
narrative form 2008 salary information for each of the named executive officers
on pages 22 and 23 of the 2008 proxy statement, as well as revised target
incentive plan payments pursuant to the 2008 Management Incentive Plan for each
of the named executive officers.  The
2008 initial base compensation information and revised target incentive plan
payments together with the information on page 20 of the 2008 proxy
statement with respect to the potential range of incentive plan compensation
(ie., “All participants may earn a maximum Incentive Plan payment of up to 200%
of the target Incentive Plan payment amount, however, the Incentive Plan does
not guarantee any minimum Incentive Plan payment to any participant”) provides
the information necessary to calculate minimum (0%), target (100%) and maximum
(200%) amounts that each of the named executive officers could be paid under
the 2008 Management Incentive Plan assuming there is no change in base
compensation

3

levels during fiscal year 2008.

In
connection with responding to your comments, I acknowledge on behalf of the
Company 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.

* * *

Should
you have questions regarding any of the items addressed in this letter, please
contact me at (203) 265-8634 or, in my absence, my colleague Stephen Dorrough
at (203) 265-8639.

  AMPHENOL CORPORATION

  /s/ Edward C. Wetmore

  Edward C. Wetmore

  Vice President,
  Secretary and

  General Counsel

  cc:

  Gabriel
  Eckstein, Staff Attorney, U.S. Securities and Exchange Commission

  Members
  of the Amphenol Corporation Compensation Committee

  M.H.
  Loeffler, Chairman of the Board and Chief Executive Officer

  D.G.
  Reardon, Senior Vice President and Chief Financial Officer

  S.B.
  Dorrough, Esq., Assistant General Counsel

4