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Amphenol

  Amphenol Corporation

  World Headquarters

  358 Hall Avenue

  P.O. Box 5030

  Wallingford, CT 06492

  Telephone (203) 265-8900

Edward C. Wetmore

Vice President, Secretary
and

General Counsel

T 203 265 8634

F 203 265 8827

ewetmore@amphenol.com

July 16, 2010

Ms. Peggy Fisher

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

  Re:

  Amphenol Corporation

  Form 10-K for the Year Ended December 31,
  2009

  Filed February 23, 2010

  File No. 001-10879

Dear Ms. Fisher:

I am responding to your comment letter dated July 1, 2010, to R.
Adam Norwitt, Chief Executive Officer of Amphenol Corporation ( “Amphenol” or
the “Company”) relating to the above document.

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

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 you undertook to reach that conclusion.

Response

The Company notes the staffs comment and offers the
following explanation of the basis for our conclusion and description of the
process undertaken to reach that conclusion. In summary, the Company concluded
that its compensation policies and practices for its employees, including
non-executive officers, are not reasonably likely to have a material adverse
effect on the Company, and therefore it was not necessary to include a separate
discussion of risk management practices and risk-taking incentives pursuant to
Item 402(s). The Company reached this conclusion by reviewing Item 402(s), and
considering the Company’s compensation policies and practices together with the
disclosure about those compensation policies and practices in its annual report
on Form 10-K for the year ended December 31, 2009 (the “2009 10-K”)
and proxy statement, first mailed to stockholders on or about April 26,
2010, in connection with the solicitation of proxies for use at the annual
meeting of stockholders held on May 26, 2010 (“the Proxy Statement”).

The first sentence of Item 402(s) reads:

To the extent that risks arising from the registrant’s
compensation policies and practices for its employees are reasonably likely to
have a material adverse effect on the registrant, discuss the registrant’s
policies and practices of compensating its employees, including non-executive
officers, as they relate to risk management practices and risk-taking
incentives.

The Company understood this direction to be that if
its compensation policies and practices are not reasonably likely to have a
material adverse effect on the Company, it is not necessary to discuss its
policies and practices of compensating its employees, including non-executive
officers, as they relate to risk management practices and risk taking
incentives. The Company made such a determination and therefore concluded that
the Company was not required to make this separate disclosure.

Item 402(s) continues by stating that:

While the situations requiring disclosure will vary
depending on the particular registrant and compensation policies and practices,
situations that may trigger disclosure include, among others, compensation policies
and practices: at a business unit of the company that carries a significant
portion of the registrant’s risk profile; at a business unit with compensation
structure significantly differently than

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other units within the registrant; at a business
unit that is significantly more profitable than others within the registrant;
at a business unit where compensation expense is a significant percentage of
the unit’s revenues; and that vary significantly from the overall risk and
reward structure of the registrant, such as when bonuses are awarded upon
accomplishment of a task, while the income and risk to the registrant from the
task extend over a significantly longer period of time. The purpose of this paragraph(s) is
to provide investors material information concerning how the registrant
compensates and incentivizes its employees that may create risks that are
reasonably likely to have a material adverse effect on the registrant. While
the information to be disclosed pursuant to this paragraph(s) will vary
depending upon the nature of the registrant’s business and the compensation
approach, the following are examples of the issues that the registrant may need
to address for the business units or employees discussed:

(1)                        The general
design philosophy of the registrant’s compensation policies and practices for
employees whose behavior would be most affected by the incentives established
by the policies and practices, as such policies and practices relate to or
affect risk taking by employees on behalf of the registrant, and the manner of
their implementation;

(2)                        The registrant’s
risk assessment or incentive considerations, if any, in structuring its
compensation policies and practices or in awarding and paying compensation;

(3)                        How the
registrant’s compensation policies and practices relate to the realization of
risks resulting from the actions of employees in both the short term and the
long term, such as through policies requiring claw backs or imposing holding
periods;

(4)                        The registrant’s
policies regarding adjustments to its compensation policies and practices to
address changes in its risk profile;

(5)                        Material
adjustments the registrant has made to its compensation policies and practices
as a result of changes in its risk profile;

(6)                        The extent to
which the registrant monitors its compensation policies and practices to
determine whether its risk management objectives are being met with respect to
incentivizing its employees.

The Company received greater comfort that disclosure
was not necessary after reviewing this list of examples, albeit non-exclusive,
of situations requiring

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disclosure.

The Company’s compensation policies and practices
are disclosed in its 2009 10-K and Proxy Statement, particularly the
Compensation Discussion and Analysis (starting on page 21 of the Proxy
Statement). The Company believes that these policies and practices lead to and
support the conclusion that additional disclosure in response to Item 402(s) is
not necessary, as it believes the Company’s compensation policies and practices
for its employees, including non-executive officers, are not reasonably likely
to have a material adverse effect on the Company.

In light of the Company being a manufacturing
company, with a broad range of products, sold globally, to numerous customers,
in a competitive and fragmented industry, given the Company’s compensation
policies and practices, the Company does not believe such compensation policies
and practices are reasonably likely to have a material adverse effect on the
Company. The Company’s compensation program is intended to reward the
management team and other employees for strong performance on a Company-wide
and an individual operating unit basis over the long-term, with consideration
to near-term actions and results that strengthen and protect the Company. The
Company considers the potential risks in our business when designing and
administering the compensation program, and we believe our balanced approach to
performance measurement and compensation delivery works to avoid misaligned
incentives for individuals to undertake excessive or inappropriate risk.
Further, program administration is subject to considerable internal controls at
both the corporate headquarters and individual operating unit levels, and when
determining the principal outcomes – performance assessments and pay decisions –
the Company relies on principles of sound governance and good business
judgment.

For convenience and ease of reference, copied below
are the most relevant sections of the 2009 10-K and Proxy Statement. In some
instances emphasis has been added (in italics) for the most pertinent concepts.
Occasional commentary has also been provided for structure.

·                  The Company offers a broad range of products. Part 1 of
Item 1. Business, under the heading “General” in the 2009 10-K states in part:

The Company designs and manufactures connectors and
interconnect systems.... The Company has developed a broad range of connector
and interconnect products for the information technology and communications
equipment applications including the converging voice, video and data
communications markets. The Company offers a broad range of interconnect
products for factory automation and motion control systems, machine tools,
instrumentation and medical

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systems, mass transportation applications and
automotive applications, including airbags, seatbelt pretensioners and other
on-board automotive electronics In addition, the Company is the leading
supplier of high performance, military-specification, circular environmental
connectors that require superior reliability and performance under conditions
of stress and in hostile environments. These conditions are frequently
encountered in commercial and military aerospace applications and other
demanding industrial applications such as solar and wind power generation, oil
exploration, medical equipment, hybrid-electrical vehicles and off-road
construction.

·                 The Company has a global footprint. Part 1  of
Item 1. Business, under the heading “General” in the 2009 10-K states in part:

The Company is a global manufacturer employing
advanced manufacturing processes. The Company designs, manufactures and
assembles its products at facilities in the Americas, Europe, Asia and Africa.
The Company sells its products through its own global sales force, independent
manufacture’s representatives and a global network of electronics distributors
to thousands of Original Equipment Manufacturer’s (“OEM’s”) in approximately 60
countries throughout the world. The Company also sells certain products to
electronic manufacturing services (“EMS”), to original design manufacturing (“ODM”)
companies and to communication network operators. For 2009, approximately 39%
of the Company’s net sales were in North America, 19% were in Europe and 42%
were in Asia and other countries.

·                 The Company believes the worldwide industry for interconnect products and
systems is highly fragmented. Part 1 of Item 1.
Business, under the heading “General” in the 2009 10-K states in part:

The Company and industry analysts estimate that the
worldwide sales of interconnect products were approximately $35 billion in
2009. The Company believes that the worldwide industry for interconnect
products and systems is highly fragmented with over 2,000 producers of
connectors and interconnect systems worldwide, of which the 10 largest,
including Amphenol, accounted for a combined market share of approximately 49%
in 2009.

·                 The
Company’s  products are used
in a wide variety of applications by numerous customers. Part 1
of Item 1. Business, under the heading

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“Customers” in the 2009 10-K
states in part:

The Company’s products are used in a wide variety of
applications by numerous customers, the largest of which accounted for
approximately 7% of net sales for the year ended December 31, 2009. The
Company sells its products to over 10,000 customer locations worldwide. The
Company’s products are sold directly to OEMs, contract manufacturers, cable
system operators, telecommunication companies and through manufacturer’s
representatives and distributors.

·                 The Company encounters competition in substantially all areas of its
business. Part 1 of Item 1. Business, under the heading “Competition”
in the 2009 10-K states:

The Company encounters competition in substantially
all areas of its business. The Company competes primarily on the basis of
technology innovation, product quality, price, customer service and delivery
time. Competitors include large, diversified companies, some of which have
substantially greater assets and financial resources than the Company, as well
as medium to small companies. In the area of coaxial cable for cable
television, the Company believes that it and CommScope are the primary world
providers of cable; however CommScope is larger than the Company in this market, In
addition, the Company faces competition from other companies that have
concentrated their efforts in one or more areas of the coaxial cable market.

·                  The compensation system disclosed in the Proxy Statement applies to a
broad group of employees. The Proxy Statement includes
disclosure about compensation policies and practices with respect to employees
other than the named executive officers. In the Overview of Compensation section on page 21 of the
Proxy Statement, please note that “References to ‘executive officers and key
management employees’ in [the Proxy Statement] relate to the approximately 300
management personnel of the Company and its subsidiaries who currently
participate in the Company’s core compensation programs” who are the key policy
and decision makers within the Company,

·                  Oversight of the Company’s compensation program is managed by the Compensation
Committee of the Board of Directors, all of whom are independent directors. In The Compensation Committee section on page 21
of the Proxy Statement, note that the Compensation Committee:

is currently composed of three directors, none of
whom are officers or

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employees of the Company or its subsidiaries. The
activities and actions of the Committee are subject to the review of the full
Board. All actions of the Committee are reported no later than the next
subsequent meeting of the full Board following any Committee action.

Thus, the Company’s compensation policies and
practices are overseen by independent directors, and their activities and
actions are overseen by the full Board.

·                       The Compensation Committee has broad responsibilities. In  The
Compensation Committee section on page 21 of the Proxy
Statement, various tasks of the Compensation Committee are enumerated, which
include the:

responsibility, from time to time, but at least
annually, to:

·                                               Review and
approve the overall compensation philosophy and guidelines for all executive
officers and key management employees of the Company and its subsidiaries.

·                                               Review and
approve the goals and the performance of the Company’s Chief Executive Officer
and Executive Chairman and approve, as deemed necessary and appropriate, any
changes in the level for each of base salary and performance based incentive
target. Also approve any performance based incentive plan payments and/or
option awards to the Company’s Chief Executive Officer and Executive Chairman.

·                                               Review and
approve recommendations from the Company’s Chief Executive Officer and
Executive Chairman related to the performance based incentive plan pool,
performance based incentive plan allocations, the stock option pool, stock
option awards and other related matters for all other executive officers and
key management employees and any prospective senior management employees of the
Company and its subsidiaries.

·                                               Approve
specific adjustments to individual compensation for all other executive
officers and key management empl