SecProbe.io

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 June 25, 2025

Craig A. Lampo
Senior Vice President and Chief Financial Officer
Amphenol Corporation
358 Hall Avenue
Wallingford, CT 06492

 Re: Amphenol Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 7, 2025
 File No. 001-10879
Dear Craig A. Lampo:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
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CORRESP
 1
 filename1.htm

 Amphenol

 Amphenol Corporation

 World Headquarters

 358 Hall Avenue

 Wallingford, CT 06492

 U.S.A.

 Tel: 1-203-265-8900

 Fax: 1-203-265-8628

 June 20, 2025

 VIA EDGAR

 Jennifer Thompson

 Office of Manufacturing

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Amphenol Corporation

 Form 10-K for Fiscal Year Ended December 31, 2024

 February 7, 2025

 File No. 001-10879

 Dear Ms. Thompson:

 Amphenol Corporation (the "Company") is submitting this
letter as a supplemental response to the discussion with the staff (the "Staff") of the Securities and Exchange Commission
(the "Commission") and the response letter previously submitted by the Company on May 16, 2025 (the "Initial Response
Letter"), relating to the above referenced filing (the "2024 Form 10-K"). In particular, the Company is providing
additional information regarding the qualitative factors the Company considered when addressing the questions raised in comment no. 3
and comment no. 4 set forth in the Staff's February 7, 2025 letter to the Company (the "Initial Comment Letter").

 As noted in the 2024 Form 10-K, the Company completed the acquisitions
of CIT, Lutze-US and Lutze-Europe in 2024 (together, the "2024 Acquisitions") and Andrew and Lifesync Corporation in 2025
(together, the "2025 Acquisitions" and collectively with the 2024 Acquisitions, the "Acquisitions"). When determining
whether additional information regarding the Acquisitions was required pursuant to ASC 805, the Company considered not only the qualitative
factors noted in the Initial Response Letter but also the additional disclosures about the Acquisitions included in its public communications,
such as press releases and earnings calls. Because the interconnect products markets are highly fragmented and comprised mostly of small,
niche manufacturers, the Company has a historical practice of disclosing certain key information about its acquisitions even when those
acquisitions are immaterial or in many cases trivial in size, including the name of the business acquired, the purchase price, the geographic
location of the business, the products the business sells, the market that the business operates in, when the acquisition has closed or
is expected to close and the approximate annual sales of the acquired business. This additional information is generally included for
each acquisition that the Company discloses in its earnings releases and on its earnings calls. In the case of those acquisitions that
are more than trivial, but that are deemed quantitatively and qualitatively immaterial, the Company has also disclosed an estimate of
the number of additional employees who will join the Company, the expected first year EPS accretion and in some cases an estimate of the
EBITDA margin. This approach has generally been followed on a consistent basis over the last decade, including with regard to the Acquisitions.

 As disclosed in its public filings and earnings-related press releases,
the Company remains focused on expanding its growth opportunities through a commitment to developing enabling technologies for customers
across our served end markets, an ongoing strategy of market and geographic diversification as well as an active acquisition program.
This strategy has resulted in more than fifty acquisitions being completed by the Company over the last decade. Based on this strategy,
the Company believes it is useful to our investors for us to provide the additional information noted above because it provides context
for the acquisitions and an update on our ongoing acquisition strategy. But the Company does not believe that providing this additional
information should be viewed as an indication that any of the acquisitions, including the Acquisitions, are quantitatively or qualitatively
material to the Company.

 Based on our analyses, including consideration of our public statements
regarding the Acquisitions, we continue to believe that the 2024 Acquisitions and the 2025 Acquisitions were not material, individually
or in the aggregate, to the Company, and that the disclosures included in the 2024 Form 10-K provided our investors with the information
necessary to evaluate the financial effects of the Acquisitions. We will continue to assess both quantitative and qualitative factors,
including the Company's statements in public disclosures such as press releases and earnings calls, to determine whether acquisitions
we make in the future are material, individually or in the aggregate, to the Company, and to ensure that the Company's financial
statements are prepared in accordance with ASC 805 and U.S. GAAP.

 * * *

 If you have any further questions, please call me at (203) 265-8625
or email me at CLampo@amphenol.com.

 Very truly yours,

 /s/ Craig A. Lampo

 Craig A. Lampo

 Senior Vice President and Chief Financial Officer

 cc:
 Kevin Stertzel, Securities and Exchange Commission

CORRESP
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 filename1.htm

 Amphenol

 Amphenol Corporation
 World Headquarters
 358 Hall Avenue
 Wallingford, CT 06492
 U.S.A.
 Tel:   1-203-265-8900
 Fax:  1-203-265-8628

 May 16, 2025
 VIA EDGAR

 Jennifer Thompson
 Office of Manufacturing
 Division of Corporation Finance
 Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549
 Re:         Amphenol Corporation
 Form 10-K for Fiscal Year Ended December 31, 2024
 February 7, 2025
 File No. 001-10879

 Dear Ms. Thompson:

 Amphenol Corporation (the “Company” or “Amphenol”) submits this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission
 (the “Commission”) received by letter dated April 10, 2025, relating to the above referenced filing (the “2024 Form 10-K”).  In this letter, we have recited the Staff’s comments in italicized, bold type, up front and have followed with the Company’s
 response.

 Form 10-K for Fiscal Year Ended December 31, 2024

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 Results of Operations, page 30

 1. We note your analysis of the increase in net sales.  Please revise future filings to quantify the extent to which changes
 in organic net sales for each segment were materially impacted by changes in volume, product mix, and pricing.  For example, when you indicate the Communications Solution segment had a 27% increase in organic net sales in 2024, your

 analysis focuses on the contributing end markets but does not clarify the extent to which this increase was driven by changes
 in volume, product mix, and/or pricing.  If the reference to higher sales volumes within your analysis of segment operating income is intended to convey that the increase in a segment's organic net sales was primarily attributable to a higher volume
 of goods sold, please revise future filings to better convey this and consider whether there were also material fluctuations in product mix or pricing that should be described.  See Item 303(b)(2)(iii) of Regulation S-K.

 Response:

 The Company respectfully acknowledges the Staff’s comment. The reference to higher sales volumes within the analysis of segment operating income in the 2024 Form
 10-K was intended to convey that the increase in organic net sales was primarily attributable to a higher volume of goods sold. In future filings that include similar disclosures, we will clarify that an increase in organic net sales means primarily
 an increase in the volume of goods sold. We will also continue to consider whether there were material fluctuations in volume, product mix or pricing that should be described to provide information that is relevant to the assessment of our results of
 operations. With respect to quantifying the extent to which any such material changes in organic net sales from period to period may be attributable to specific changes in pricing or product mix, however, we generally do not assess the impact of
 specific pricing or product mix at a granular level when analyzing changes in our organic net sales.

 As described in the Item 1. Business section of the 2024 Form 10-K, we sell a broad portfolio of products on a global basis to thousands of customers in a
 diversified set of end markets. These products are sold at varying prices to different customers in many different regions. Changes in our pricing and product mix can contribute to the changes in our segment net sales, but generally those changes do
 not materially impact our consolidated results or management’s assessment of the Company’s consolidated results. If, however, there are pricing actions or product launches or discontinuations that do materially impact our consolidated results, we
 will describe those actions in future filings.

 We believe, based on these considerations and with our commitment to describe material changes that are attributable to volume of goods sold or material fluctuations
 in product mix or pricing that we view as relevant to the assessment of our results of operations, our disclosures will comply with the requirements of Item 303(b)(2)(iii) of Regulation S-K.

 2. We note the tabular presentation of your income statement line items as a percentage of net sales at
 the start of your Results of Operations section.  We note that cost of sales as a percentage of net sales shows a trend of declining across the three year period presented, resulting in your gross profit margin increasing.  We further note that the
 decline in cost of sales as a percentage of net sales is almost fully offset each year by an increase in your operating expenses as a percentage of net sales, resulting in a net nominal change to your operating margin each year.  As such, a robust
 analysis of the underlying factors driving changes in your operating income and operating margin should address both the changes in cost of sales and the changes in your operating expenses in order to provide your investors

 with a view of the company's financial results through the eyes of management.  Please revise future
 filings to more clearly provide management's insight into the underlying drivers of material changes in cost of sales as a percentage of net sales or gross profit margin, either within your analysis of operating income or as a separate analysis.
 Response:

 The Company respectfully acknowledges the Staff’s comment. When preparing the
 discussion of period to period changes in operating income in the 2024 Form 10-K , we considered whether there were material changes in cost of sales that
 we believed were relevant to the analysis of the changes in operating income . Similar to the changes in organic net sales, as noted in the response
 to Comment 1, changes in cost of sales are primarily attributable to changes in volume of goods sold. In future filings, we will continue to consider whether
 additional information regarding material changes in cost of sales should be included in our analysis of changes in operating income.

 As noted in the response to Comment 1 above, we sell a broad portfolio of
 products on a global basis to thousands of customers in a diversified set of end markets. The factors impacting the cost of these products vary among customers, markets and regions. As a result, we do not analyze changes in costs at a granular
 level. We do, however, consider and will disclose if there are material factors that we believe have impacted the changes in our cost of sales and are relevant to the analysis of the changes in operating income.

 We believe, based on these considerations and with our commitment in response to the Staff’s comment to continue to consider whether additional
 information about the material changes in cost of sales should be included in our analysis of operating income, our future disclosures will provide information responsive to the Staff’s comment.

 Item 8. Financial Statements and Supplementary Data
 Notes to Consolidated Financial Statements
 Note 11 – Acquisitions, page 87

 3. We note that you provide limited disclosures regarding your acquisition of CIT and state that further details have not been
 presented since the 2024 Acquisitions are not material, either individually or in the aggregate.  Please revise your upcoming March 31, 2025 Form 10-Q to provide all disclosures required by ASC 805 for your acquisition of CIT, or explain to us in
 detail how you determined the acquisition of CIT was immaterial such that the disclosures prescribed by ASC 805 are not applicable.  We note the purchase price you paid for CIT, net of cash acquired, is equivalent to approximately 12% of your total
 assets as of December 31, 2023.

 Response:

 The Company respectfully acknowledges the Staff’s comment. We considered the requirements of ASC 805 when preparing the disclosures regarding the CIT
 acquisition and concluded that the disclosures provided our investors with the information necessary to evaluate the financial

 effects of the acquisition. In addition to a description of the acquisition, the purchase price and the financing used for the acquisition, we
 included information about the recognition of allocation of the purchase price to goodwill, intangible assets (including acquired customer relationships and backlog) and other identifiable assets acquired and liabilities assumed as well as the
 acquisition-related expenses incurred and the tax deductibility of purchase price.

 Although the purchase price paid for CIT, net of cash acquired, represented approximately 12% of Amphenol’s total assets as of December 31, 2023 (9%
 of Amphenol’s total assets as of December 31, 2024), based on an analysis of both the quantitative and qualitative factors of the acquisition, as required by ASC 805, and the disclosures in the 2024 Form 10-K provided, we determined that the
 acquisitions of CIT, Lutze-US and Lutze-Europe (together, the “2024 acquisitions”) were not material individually or in the aggregate, and that therefore, additional information (such as pro forma financial information as well as further details
 regarding purchase price allocations) about the 2024 acquisitions was not necessary for investors to further evaluate the financial effects of such acquisitions.

 Quantitative Analysis

 The Company notes that ASC 805 does not provide specific quantitative metrics or thresholds to be used in determining materiality for new
 acquisitions. In assessing materiality, the Company evaluated the contribution of the 2024 acquisitions to Amphenol’s consolidated financial results for the year ended December 31, 2024 by percentage of consolidated revenue, operating income and net
 income on both an individual acquisition and combined basis, the results of which have been furnished to the Staff on a supplemental basis. None of those percentages, individually or on a combined basis are typically considered material.

 Qualitative Analysis

 The Company also considered qualitative factors. The
 acquired businesses primarily manufacture wire and cable products and cable assemblies, which are aligned with Amphenol’s existing product offerings. The
 2024 acquisitions did not represent a shift in strategic direction, nor did they introduce entry into a new market or a new type of technology. The acquired operations were located in geographies (United States, Mexico, Germany and China) where
 Amphenol already maintains significant operations, and the customer base for each acquisition significantly overlapped with Amphenol’s existing key customers in the commercial aerospace, defense, industrial and medical sectors.
 The businesses’ economics and profitability are consistent with Amphenol’s existing operations and are not expected to alter the
 financial statement user’s ability to understand the Company's financial risk profile, cash flow, or capital structure.
 Conclusion
 Based on the foregoing quantitative and qualitative considerations, the Company concluded that the 2024 acquisitions were not
 material individually or in the aggregate, and that the disclosures included in the 2024 Form 10-K provided our investors with the information necessary to evaluate the financial effects of the acquisitions. Accordingly, the Company respectfully
 submits

 that additional business combination disclosures (such as pro forma financial information as well as further details regarding
 purchase price allocations) were not required pursuant to ASC 805 in our Form 10-Q for the period ended March 31, 2025 (the “Q1 2025 Form 10-Q”).

 4. Similarly, please confirm to us that your upcoming March 31, 2025 Form 10-Q will provide all disclosures required by ASC
 805 for your acquisition of CommScope's mobile networks business, or explain to us in detail how you determined the acquisition of this business was immaterial such that the disclosures prescribed by ASC 805 are not applicable.  We note the purchase
 price you paid for CommScope's mobile networks business is equivalent to approximately 10% of your total assets as of December 31, 2024.

 Response:

 The Company respectfully acknowledges the Staff’s comment. We considered the
 requirements of ASC 805 when preparing the disclosures regarding the Andrew (formerly CommScope’s mobile networks business) acquisition and concluded the disclosures included in the Q1 2025 Form 10-Q provided our investors with the information
 necessary to evaluate the financial effects of the acquisition. In addition to a description of the acquisition, the purchase price and the financing used for the acquisition, we included information about the recognition of the allocation of the
 purchase price to goodwill, intangible assets and other identifiable assets acquired and liabilities assumed as well as the acquisition-related expenses for this acquisition incurred in the first quarter. We also included more detailed information
 about the allocation to customer relationships, proprietary technology, backlog and the tax deductibility of purchase price.

 Although the purchase price paid for the Andrew business, net of cash acquired, was approximately 10% of Amphenol’s total assets as of December 31, 2024, the Company
 respectfully submits that, based on both quantitative and qualitative factors considered as required by ASC 805, the acquisitions of Andrew and Lifesync Corporation (together, the “2025 acquisitions”) were not material individually or in the
 aggregate and that therefore, additional information about the 2025 acquisitions (such as pro forma financial information as well as further details regarding
 purchase price allocations) was not necessary for investors to further evaluate the financial effects of such acquisitions.

 Quantitative Analysis

 The Company notes that ASC 805 does not provide specific quantitative metrics
 or thresholds to be used in determining materiality for new acquisitions. In assessing materiality, the Company evaluated the contribution of the 2025 acquisitions to its consolidated financial results for the three months ended March 31,
 2025 by percentage of consolidated revenue, operating income and net income on both an individual acquisition and combined basis, the results of which have been
 furnished to the Staff on a supplemental basis . Each of these metrics is below the range of what might be considered quantitatively material with the exception of the revenue metric, which is at the lowest end of the range. Therefore, we do not believe the 2025 acquisitions, individually or on a combined basis, are quantitatively material.

 Qualitative Analysis
 The Company also considered qualitative factors. The acquired
 businesses’ products—namely, antenna systems and wireless network solutions (Andrew) and medical interconnect systems (Lifesync)—are aligned with Amphenol’s existing product offerings in the communications networks and medical industrial markets. The 2025 acquisitions did not represent a shift in strategic direction, nor did they introduce entry into a new market or a new type of technology. The acquired
 operations were located in geographies (United States, Mexico, China and India) where Amphenol already maintains significant operations, and the customer base for each acquisition significantly overlapped with Amphenol’s existing key customers in
 the communications and medical sectors.
 The businesses’ economics and profitability are consistent with Amphenol’s existing operations and are not expected to alter the financial statement
 user’s ability to understand the Company's financial risk profile, cash flow, or capital structure.

 Conclusion

 Based on the foregoing quantitative and qualitative considerations, the Company concluded that additional information regarding the 2025 acquisitions, either
 individually or in the aggregate, was not necessary for investors to evaluate the financial effects of the 2025 acquisitions. Accordingly, the Company
 respectfully submits that the business combination disclosures

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<TEXT>
 April 10, 2025

Craig A. Lampo
Senior Vice President and Chief Financial Officer
Amphenol Corporation
358 Hall Avenue
Wallingford, CT 06492

 Re: Amphenol Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 7, 2025
 File No. 001-10879
Dear Craig A. Lampo:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations, page 30

1. We note your analysis of the increase in net sales. Please revise future
filings to
 quantify the extent to which changes in organic net sales for each
segment were
 materially impacted by changes in volume, product mix, and pricing. For
 example, when you indicate the Communications Solution segment had a 27%
 increase in organic net sales in 2024, your analysis focuses on the
contributing end
 markets but does not clarify the extent to which this increase was
driven by changes in
 volume, product mix, and/or pricing. If the reference to higher sales
volumes within
 your analysis of segment operating income is intended to convey that the
increase in a
 segment's organic net sales was primarily attributable to a higher
volume of goods
 sold, please revise future filings to better convey this and consider
whether there were
 also material fluctuations in product mix or pricing that should be
described. See Item
 April 10, 2025
Page 2

 303(b)(2)(iii) of Regulation S-K.
2. We note the tabular presentation of your income statement line items as
a percentage
 of net sales at the start of your Results of Operations section. We note
that cost of
 sales as a percentage of net sales shows a trend of declining across the
three year
 period presented, resulting in your gross profit margin increasing. We
further note
 that the decline in cost of sales as a percentage of net sales is almost
fully offset each
 year by an increase in your operating expenses as a percentage of net
sales, resulting
 in a net nominal change to your operating margin each year. As such, a
robust
 analysis of the underlying factors driving changes in your operating
income and
 operating margin should address both the changes in cost of sales and
the changes in
 your operating expenses in order to provide your investors with a view
of the
 company's financial results through the eyes of management. Please
revise future
 filings to more clearly provide management's insight into the underlying
drivers of
 material changes in cost of sales as a percentage of net sales or gross
profit margin,
 either within your analysis of operating income or as a separate
analysis.
Item 8. Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Note 11 - Acquisitions, page 87

3. We note that you provide limited disclosures regarding your acquisition
of CIT and
 state that further details have not been presented since the 2024
Acquisitions are not
 material, either individually or in the aggregate. Please revise your
upcoming March
 31, 2025 Form 10-Q to provide all disclosures required by ASC 805 for
your
 acquisition of CIT, or explain to us in detail how you determined the
acquisition of
 CIT was immaterial such that the disclosures prescribed by ASC 805 are
not
 applicable. We note the purchase price you paid for CIT, net of cash
acquired, is
 equivalent to approximately 12% of your total assets as of December 31,
2023.
4. Similarly, please confirm to us that your upcoming March 31, 2025 Form
10-Q will
 provide all disclosures required by ASC 805 for your acquisition of
CommScope's
 mobile networks business, or explain to us in detail how you determined
the
 acquisition of this business was immaterial such that the disclosures
prescribed by
 ASC 805 are not applicable. We note the purchase price you paid for
CommScope's
 mobile networks business is equivalent to approximately 10% of your
total assets as
 of December 31, 2024.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.
 April 10, 2025
Page 3

 Please contact Jennifer Thompson at 202-551-3737 or Kevin Stertzel at
202-551-3723
with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
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United States securities and exchange commission logo
October 20, 2022
Craig A. Lampo
Chief Financial Officer
Amphenol Corporation
358 Hall Avenue
Wallingford, CT 06492
Re:Amphenol Corporation
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 9, 2022
File No. 001-10879
Dear Craig A. Lampo:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

      Amphenol

    Amphenol Corporation

    World Headquarters

    358 Hall Avenue

    Wallingford, CT 06492

    U.S.A.

    Tel:   1-203-265-8900

    Fax:  1-203-265-8628

    October 12, 2022

    VIA EDGAR

    Jennifer Angelini

    Office of Manufacturing

    Division of Corporation Finance

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

          Re:

            Amphenol Corporation

    Form 10-K for Fiscal Year Ended December 31, 2021

    February 9, 2022

    File No. 001-10879

    Dear Ms. Angelini:

    Amphenol Corporation (the “Company”) submits this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by
      letter dated September 15, 2022, relating to the above referenced filing (the “Filing”).  In this letter, we have recited the Staff’s comments in italicized, bold type, up front and have followed with the Company’s response.

    Form 10-K for Fiscal Year Ended December 31, 2021

    General

    Response:

    1. We note that you provided more expansive disclosure in your 2021 Sustainability Report than you provided in your SEC filings.
        Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC filings as you provided in your 2021 Sustainability Report.

    The Company believes that making sustainable business choices, building strong relationships with our stakeholders and engaging in good corporate governance create
      long-term value for our Company.  To that end, the Company publishes an annual Sustainability Report to highlight our goals and many areas of progress and success in sustainability matters, including climate-related topics. The information included
      in the 2021 Sustainability Report was prepared with reference to the Global Reporting Initiative (“GRI”) Standards framework and topics identified as material under the Sustainability Accounting Standards Board (“SASB”) standard and is designed to
      inform and engage the Company’s broad range of environmental, social and governance (“ESG”) stakeholders, such as governments, community members, employees, suppliers, customers and investors. Our 2021
      Sustainability Report also outlined board and executive-level oversight of climate-related risks and opportunities identified in the Task Force on Climate-Related Financial Disclosures (“TCFD”) recommendations. The GRI,
        SASB and TCFD standards and recommendations in many cases encourage companies to make disclosures about climate-related topics that are important to certain interested stakeholders, even if not material for purposes of the federal securities laws.
        For that reason, many of our more expansive climate-related disclosures in our 2021 Sustainability Report did not warrant inclusion in the Company’s 2021 Form 10-K.

    In preparing the Company’s 2021 Form 10-K, we considered the applicable provisions of Regulation S-K (including Items 101, 103, 105 and 303) and Regulation S-X, as
      well as Rule 12b-20 of the Securities Exchange Act of 1934 and other guidance available from the Staff, including but not limited to the 2010 Commission Guidance Regarding Disclosure Related to Climate Change. The
        Company believes its 2021 Form 10-K and all other SEC filings comply with those requirements.

    While the initiatives and goals identified in the 2021 Sustainability Report were strategically important to the Company’s overall sustainability program, the Company concluded that
      these initiatives were not material under the SEC’s rules, regulations and interpretive guidance noted above, either quantitatively or qualitatively. The items discussed in our 2021 Sustainability Report have not required material capital
      expenditures or operating expenses, nor caused, and are not expected to cause in the foreseeable future, significant operational challenges or risks to the Company’s business or results of operations beyond those items disclosed in “Item 1A. Risk
      Factors” of the 2021 Form 10-K within the risk factor titled “The Company may be subject to incremental cost and risk associated with efforts to combat the negative effects of climate change” and the risk factor titled “The Company may be negatively
      impacted by extreme weather conditions and natural catastrophic events, including those caused by climate change and global warming”. As discussed in greater detail below in the Company’s response to Comments #4, #6, #7 and #8, each of the Company’s
      (1) capital expenditures, (2) weather related damages and insurance cost, (3) compliance cost and (4) purchase or sale of carbon credits or offsets, as they relate to climate change, was immaterial in the periods covered by the 2021 Form 10-K.

    For its future filings with the Commission, the Company will continue to consider all relevant facts and circumstances and follow applicable rules and guidance related to
      climate-related disclosures.

    2. Disclose the material effects of transition risks related to climate change that may affect your business, financial
      condition, and results of operations, such as market trends that may alter business opportunities, credit risks, or technological changes.

    Response:

    The Company has not identified any material effects of transition risks related to climate change that may affect our business, financial condition and results of
      operations in the foreseeable future.

    In arriving at our conclusion, the Company considered climate-related transition risks such as those driven by the market-based need to transition to a low-carbon economy, including
      the development of, and investment in, new technologies and services that support such transition. We considered whether the increasing development of new technologies with lower energy consumption and lower greenhouse gas emissions could
      significantly alter business opportunities for the Company, particularly in the end markets we serve associated with electric vehicles, charging infrastructure and the generation of renewable energy. In this regard, we note that market trends and
      opportunities are driven by a host of complex factors occurring in a broad and dynamic global context, in which climate change considerations are one of many factors in play. For instance, as discussed in greater detail below in our response to
      Comment #5, due to the diversity of the end markets we serve and the fact that our products are typically a small component integrated into a larger system, we do not currently expect any material change in the demand for our products based on their
      carbon intensity or other climate-related impacts.

    Another category of risk we considered was a range of legal, regulatory, policy, liability and reputational issues associated with a transition to a low-carbon economy. As discussed
      in the Company’s 2021 Form 10-K, transition risks likely to be relevant to the Company in the future are associated with the risk that the Company may be subject to additional and/or unforeseen compliance costs and limitations, including increased
      energy and raw material costs and capital expenditures as a result of compliance with policy-driven responses to climate change such as those that mandate energy and fuel efficiency, regulate greenhouse gas emissions or restrict or mandate specific
      energy sources. Specifically, we considered whether and how laws, rules and regulations may affect the Company in jurisdictions in which we manufacture our products if, for example, such laws and regulations require use of additional abatement
      equipment or require changes to our current manufacturing process, which can increase our operating costs or capital expenditures. Further, we also considered whether such laws and regulations could impose additional costs, fees or reporting
      requirements on the direct or indirect use of energy, natural resources or materials or gases used or emitted into the environment in connection with the manufacture of our products. However, as discussed in greater detail in our response to Comment
      #5, our production process is generally not carbon intensive as compared to the other aspects of the production of our customers’ end products.

    The Company routinely monitors regulations and policies in regions in which we operate to identify proposed revisions and amendments to such regulations and policies. Although the
      impact of future or pending laws and regulations cannot be predicted with certainty, as discussed in greater detail in our response to Comment #7, climate-related compliance costs have not had a material impact on the Company’s financial condition or
      results of operations.

    The Company will continue to evaluate the actual and potential impact of transition risks associated with climate change and will update disclosures in future filings with the
      Commission, as necessary.

    3. Disclose any material litigation risks related to climate change and explain the potential impact to the company.

    Response:

    Amphenol defines climate change-related litigation as a proceeding where the primary allegations depend on (a) certain climate change impacts being attributed to the
      Company’s operations, (b) allegations of a failure by the Company to meet applicable legal or regulatory requirements related to climate change or (c) alleged failure by the Company to mitigate risks to the Company’s business due to the impact of
      climate change. Based on this definition, we have never had any litigation and, to our knowledge, no litigation is currently threatened, in each case related to climate change.

      The Company’s Legal Department monitors legal trends and risks that could impact the Company, tracking lawsuits and claims
        made against the Company, other similar manufacturers and other large businesses in the U.S. Among the many factors that are considered regarding litigation risks are the likelihood that a claim will be made against us, our views on the merits of
        the claim and our potential exposures if such a claim were to be successful, including quantitative and qualitative factors. The risks identified as material to the Company were included in the Company’s risk factors in its 2021 Form 10-K.
        Climate-related litigation has not been a risk identified by our internal risk evaluation process as material. As a result, Amphenol did not identify any litigation risk, current or potential, related to climate change for the 2021 Form 10-K.
        Should these circumstances change, and the Company becomes aware of material litigation risks related to climate change, future disclosures will be updated accordingly.

    4. It appears you have identified climate-related projects in your Sustainability Report. Please tell us about and quantify past and/or future
      capital expenditures for climate-related projects for each of the periods for which financial statements are presented in your Form 10-K and those planned for future periods.

    Response:

    Climate-related projects that support incremental improvements in the areas of waste reduction and recycling, renewable energy and energy savings, and water sanitation and use
      reduction are key elements to meet our clean water, energy and emission reduction goals. Although these goals are important to the Company, none of these efforts have resulted in, or are expected to result in, capital expenditures or other actions
      that are material to the Company taken as a whole.

    More specifically, in fiscal years 2019, 2020 and 2021, the Company’s total capital expenditures were $295.0, $276.8 and $360.4 million, respectively, and in each year the Company’s
      capital expenditures associated with climate-related projects were approximately 1% of such total expenditures. Therefore, the Company has concluded that the total costs related to its climate-related projects have not been and are not reasonably
      likely to be material to the Company’s overall financial condition or results of operations taken as a whole. As such, the Company has concluded that disclosure related to specific climate-related capital expenditures in SEC filings is not required
      at this time.

    In addition, we do not expect the nature and amount of capital expenditures for climate-related projects as a percentage of total capital expenditures to be materially different in
      2022 and 2023 to reach our sustainability goals.

    5. To the extent material, discuss the indirect consequences of climate-related regulation or business trends, such as the following:

    • decreased demand for goods or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources;

    • increased demand for goods that result in lower emissions than competing products;

    • increased competition to develop innovative new products that result in lower emissions; and

    • increased demand for generation and transmission of energy from alternative energy sources.

    Response:

    The Company has not identified any material indirect consequences of climate-related regulation or business trends. The following is a discussion of why we believe
      we have not identified any material indirect consequences of climate-related regulation or business trends:

              •

              decreased demand for goods or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources

              •

              increased demand for goods that result in lower emissions than competing products

    During the periods covered by the 2021 Form 10-K, the Company did not experience and we do not currently expect to experience any material change in the demand for
      our products based on any increase or decrease in demand for goods and services based on their carbon intensity or other climate-related impacts.  To the extent there is any such impact, given the nature and scope of our products, we would expect
      such impact to be a net positive for the Company’s revenues and profitability.

    Our high-technology products and solutions span the broadest range of connectors, sensors, antennas, flexible and rigid printed circuits, cables and value-added
      assemblies and our businesses operate in eight diverse end markets. Furthermore, our products are typically a small component integrated into a larger system and as a result generally represent only a small fraction of the energy consumption and
      overall emissions of the larger system.  As an example, the automotive end market makes up approximately 20% of the Company’s consolidated revenues.  However, the majority of our automotive revenues are derived from sales of products unrelated to
      whether the vehicle is an electronic vehicle or is powered by a traditional combustion engine.  These products include antennas, infotainment and communications components, lighting, power management, safety and security systems, sensing systems and
      telematics systems.  Generally, the demand for each of these products is driven by the proliferation of electronic content in cars and not by climate-related regulation or business trends.

    We further considered whether demand for our products could change based on our reputation and customers’ perception of how the Company is addressing concerns
      related to climate change. For instance, our customers may demand that the Company reduce our carbon intensity and/or divert purchases to our competitors perceived to have made greater strides in reducing greenhouse gases in their production process.
      As detailed in our discussion below, we have not identified any

United States securities and exchange commission logo
September 15, 2022
Craig A. Lampo
Chief Financial Officer
Amphenol Corporation
358 Hall Avenue
Wallingford, CT 06492
Re:Amphenol Corporation
Form 10-K for Fiscal Year Ended December 31, 2021
February 9, 2022
File No. 001-10879
Dear Mr. Lampo:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2021
General
1.We note that you provided more expansive disclosure in your 2021 Sustainability Report
than you provided in your SEC filings.  Please advise us what consideration you gave to
providing the same type of climate-related disclosure in your SEC filings as you provided
in your 2021 Sustainability Report.
Risk Factors, page 14
2.Disclose the material effects of transition risks related to climate change that may affect
your business, financial condition, and results of operations, such as market trends that
may alter business opportunities, credit risks, or technological changes.
3.Disclose any material litigation risks related to climate change and explain the potential
impact to the company.

 FirstName LastNameCraig A. Lampo
 Comapany NameAmphenol Corporation
 September 15, 2022 Page 2
 FirstName LastName
Craig A. Lampo
Amphenol Corporation
September 15, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
27
4.It appears you have identified climate-related projects in your Sustainability Report.
Please tell us about and quantify past and/or future capital expenditures for climate-related
projects for each of the periods for which financial statements are presented in your Form
10-K and those planned for future periods.
5.To the extent material, discuss the indirect consequences of climate-related regulation or
business trends, such as the following:
•decreased demand for goods or services that produce significant greenhouse gas
emissions or are related to carbon-based energy sources;
•increased demand for goods that result in lower emissions than competing products;
•increased competition to develop innovative new products that result in lower
emissions; and
•increased demand for generation and transmission of energy from alternative energy
sources.
Also, disclosure on page 23 of your Form 10-K appears to address reputational risks
related to regulatory changes surrounding greenhouse gas emissions and other climate
change-related laws and regulations.  Tell us how you considered providing disclosure
regarding reputational risks as an indirect consequence of climate-related business trends.
6.We note your disclosure on page 16 regarding the impacts of extreme weather conditions
and natural disasters, including those caused by climate change.  Please further discuss the
physical effects of climate change on your operations and results, such as weather-related
damages to your property or operations, and weather-related impacts on the cost or
availability of insurance.  Include quantitative information with your response for each of
the periods covered by your Form 10-K and explain whether increased amounts are
expected in future periods.
7.Tell us about and quantify any compliance costs related to climate change during the
periods for which financial statements are presented in your Form 10-K and explain
whether increased amounts are expected in future periods.
8.If material, provide disclosure about your purchase or sale of carbon credits or offsets and
any material effects on your business, financial condition, and results of operations.
Provide us with quantitative information regarding your purchase or sale of carbon credits
or offsets during the last three fiscal years and amounts budgeted for future periods.

 FirstName LastNameCraig A. Lampo
 Comapany NameAmphenol Corporation
 September 15, 2022 Page 3
 FirstName LastName
Craig A. Lampo
Amphenol Corporation
September 15, 2022
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Patrick Fullem at (202) 551-8337 or Jennifer Angelini at (202) 551-3047
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
December 9, 2020
Craig A. Lampo
Senior Vice President and Chief Financial Officer
Amphenol Corporation
358 Hall Avenue
Wallingford, Connecticut 06492
Re:Amphenol Corporation
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 12, 2020
File No. 001-10879
Dear Mr. Lampo:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Amphenol

Amphenol Corporation

World Headquarters

358 Hall Avenue

Wallingford, CT 06492,

U.S.A

Tel: 1-203-265-8900

Fax: 1-203-265-8628

September 18, 2020

VIA EDGAR1

Andi Carpenter

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Amphenol Corporation

Form 10-K for the Fiscal Year Ended December
31, 2019

Filed February 12, 2020

File No. 001-10879

Dear Ms. Carpenter:

Amphenol Corporation (“Amphenol” or the “Company”)
submits this letter in response to follow-up comments from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) received by letter dated July 22, 2020, relating to the above-referenced filing (the “Filing”).
In this letter, we have recited the Staff’s comments in italicized, bold type, up front and have followed with the Company’s
response.

Executive Summary

The Company is a global manufacturer that operates more than
120 independent business units in more than 30 countries. The Company’s management structure is designed to provide clear
financial statement accountability in a flat organizational structure, and to foster an entrepreneurial and high-performance culture.

1 Certain confidential portions of this letter
were omitted by means of redacting a portion of the text. The placeholder “[***]” has been inserted in place of the
portions so omitted. A copy of the letter containing the redacted portions has been filed separately with the Commission subject
to a request for confidential treatment pursuant to Rule 83 of the Commission’s Rules on Information and Requests.

    1

As described in Item 1. Business of the Company’s Form
10-K for the year ended December 31, 2019, our Chief Executive Officer (“CEO”), R. Adam Norwitt, who is also our Chief
Operating Decision Maker (“CODM”) and Segment Manager, views and manages the business as reflected in our two reportable
and operating segments organized around similar technologies, design capabilities, products and production processes: Interconnect
Products and Assemblies (“Interconnect”) and Cable Products and Solutions (“Cable”). As we have also described
in Item 1. Business and Item 1A. Risk Factors of the Company’s Form 10-K, our business model and the Company’s strategy
are organized around a diversified set of eight end markets (“End Markets”): Automotive, Broadband Communications,
Commercial Aerospace, Industrial, Information Technology and Data Communications, Military, Mobile Devices and Mobile Networks.

In addition, the Company also established Operating Groups to
simplify the administration of our global organization by aligning the independent business units based on a range of criteria
including primary End Markets served, product and technology offering, geographies and other factors such as tenure, experience
and span of control of the applicable Group General Manager.

In determining our reportable segments, the Company considered
the specific guidance in FASB ASC 280, Segment Reporting (“ASC 280”) which employs a management approach. Given
the complexities involved in applying ASC 280, we regularly review our segment reporting structure in consultation with our outside
advisors. Our operating segments determination is consistent with how the CODM operates the business, our management reporting
structure and how we communicate the results, outlook and strategy to our board of directors (“Board”) and shareholders.
Our segment reporting is consistent with the objectives of ASC 280, and allows the CODM, our executive team, our Board and our
shareholders to understand Amphenol’s performance, to assess our future prospects and to make judgments about the Company
based on consistent and well-understood information.

For all the reasons outlined below, we believe that the Interconnect
and Cable segments meet the criteria of operating segments (“Segments”) and further that our Operating Groups are not
our Segments.

Segment and End Market information is consistent and meaningful
to our CODM and shareholders; Operating Group information is neither consistent over time nor consistent by End Market and therefore
not meaningful and potentially confusing to shareholders

 · Our CODM operates the business at a Segment level and uses Segment
discrete financial information to make decisions about the allocation of resources.

 · End Market revenue data is also critical to how the CODM manages the
Company and allocates resources to maximize long term performance in each of the End Markets served by our Segments. The CODM frequently
refers to End Market revenue data when discussing our business with our Board, and in his discussions with the Company’s
shareholders and Wallstreet analysts2, the most frequent topic is End Market performance and trending. It is important
to note that End Markets are not considered Segments because operating income data and other discrete financial information do
not exist at the End Market level as our financial reporting systems were not designed to capture End Market profitability information.

2 For example, approximately 75% of all questions
from Wall Street analysts during the Company’s 2019 quarterly earnings calls related to End Markets.

    2

 · Although the names applied to several of the Operating Groups (see
below) appear to correlate with specific End Markets, this is not the case as the majority of our Operating Groups have significant
sales into multiple End Markets, and virtually all of our End Markets include sales from multiple Operating Groups. Therefore,
disclosing Operating Group financial information would not result in incremental decision-useful information for our shareholders,
and may be potentially confusing.

 · Operating Groups represent a collection of independent business units
that are aligned in order to facilitate collaboration and maximize overall Segment performance. Operating Groups were created primarily
for human resource and administrative purposes.

 · Operating
Groups within each Segment have significant similarities of product technologies and cost structures as well as a meaningful overlap
of customers and channels to market. As a result, the independent business units within each Segment can be and in fact are frequently
moved from one Operating Group to another (See Appendix C of the supplementary data3).

If Operating Groups were operating segments, we would be forced
to restate our segment disclosure on almost an annual basis, if not more frequently, due to the frequent changes to the composition
of such Operating Groups. For the reasons articulated in this response we do not believe that presenting frequently restated segment
information would provide incremental useful information to our shareholders.

Our Segment discrete financial information and End Market revenue
information is complete, consistent and meaningful to investors and consistent with how the CODM manages the business and makes
decisions about the allocation of resources. Information at the Operating Group level is not a focus area for the CODM for the
purposes of resource allocation and therefore would not be useful to investors nor would such information align with how we discuss
business prospects and trends with the Board and shareholders.

The CODM manages the business via the allocation of resources
at the Company and Segment level and not at the Operating Group level; key operating decisions are made based on Company and Segment
financial results and not based on Operating Group financial results

 · Our
company employs an entrepreneurial, agile and flexible management style. This drives our culture and is critical to our success
in the market. The flexibility of our unique structure may not be evident by looking at the current snapshot of our organizational
chart included in Appendix B4 of the supplementary data.

3 The Company has provided certain information to the Staff on a supplemental
basis current with the filing of this response letter.

4 As noted in our previous response, Dan Murdock,
when he was Deputy Chief Accountant at the SEC, highlighted this key consideration in a speech he delivered at the AICPA conference
on December 8, 2014:

ASC 280 employs a management approach to the identification
of operating segments, which means it is based on the way that management organizes the segments within the entity for the purpose
of making operating decisions and assessing performance. Consequently, segments will often be evident from the structure of an
entity’s internal organization. Some of you may interpret this to mean that simply looking at the entity’s organizational
chart will be sufficient. While this may be a good data point, let me caution you that the organizational chart is simply a data
point – the underlying principle requires consideration of the nature and extent of information that is reported to the CODM
by each of the positions you identify on that chart.

    3

 · While Operating Groups have assigned Group General Managers, one of
our key competitive advantages is our flat operational structure, which empowers each of our business units to operate independently.

 · The key discrete financial information the CODM focuses on to determine
where opportunities exist and how to allocate resources is Segment discrete financial information and End-Market order and revenue
information.

 · The CODM principally interacts with the Operating Groups and underlying
business units in order to strategically understand and assess the overall market, technology, customer and product trends for
the Company, Segments and our End Markets, and not to manage the performance or the allocation of resources within the Operating
Groups and business units.

 · When evaluating the performance of the Segment businesses for the
purpose of resource allocation, our CODM allocates capital to strengthen the Company’s core technology and capabilities across
the totality of interconnect and cable products we offer and across all our diverse End Markets, and is focused on maximizing the
portfolio’s value proposition to collectively outperform the industry.

 · Our CODM does not regularly utilize Operating Group financial results
for purposes of resource allocation as it is not a key component of the CODM’s strategic decision-making framework in evaluating
and deciding upon operating or strategic decisions and the allocation of resources to the Segments. Instead, he uses information
at the aggregate Segment level to assess performance and allocate resources as evidenced by the wealth of market and operational
data received in the CODM packages at the Company, Segment and End Market level.

Each of our two segments is comprised of business units that
have significant similarities of product technologies and cost structures as well as a meaningful overlap of customers and channels
to market

 · Our Interconnect segment businesses generally provide connector and
value-add interconnect solutions with a relatively low cost of materials and high internal manufacturing value-add. They generally
sell to original equipment manufacturers (“OEM”) across various End Markets who incorporate our products into their
end products which are then sold to end customers as a complete system or product. For example, our connector may be sold to an
automobile OEM; the OEM then sells that automobile to a consumer.

 · Our Cable segment businesses generally sell cable-related products
to network operators, who install our products into their networks and then provide a service to their end customers. For example,
we may sell cable to a cable system operator, who then installs that cable within their network. They then provide cable television
and/or broadband internet access to a consumer.

    4

Information disclosed and communicated externally to shareholders
as well as internally to our Board of Directors is consistent with how our CODM manages the business and our Segment disclosure
conclusions

 · For the reasons outlined above, we disclose Company, Segment and End
Market data to our Board and our shareholders. This information is consistent over time and well understood by our investors and
the analysts that cover us. We do not disclose or communicate Operating Group or business unit financial information to our shareholders.
Operating Group profitability information is rarely provided or discussed with the Board.

 · Our quarterly disclosures include robust commentary on revenue information
and trends by End Market as well as significant disclosures relating to the risks and opportunities of our End Markets in Item
1. Business and Item 1A. Risk Factors of the Company’s Form 10-K. End Market disclosures are also featured prominently in
our quarterly earnings call.

 · Our CODM and headquarters executive team interact with our Board and
our shareholders on a regular basis, while our Group General Managers have infrequent and limited interaction with the Board and
virtually no interaction with our shareholders.

1. We note your responses to comments 1 and 2 in our
letter dated March 31, 2020. Please address the following:

• Provide us with additional details about your
management structure and how your company is organized. In your response, expand on your description of the Operating Groups
and the independent businesses they are comprised of.

Response:

As noted above, our CODM views and manages the business as reflected
in our two reportable and operating segments: Interconnect and Cable. In addition, our business model and the Company’s strategy
are organized around a diversified set of eight End Markets.

Due to the relative size of the Cable segment, which has been
steadily shrinking as a percentage of the Company’s overall sales for several years, the business units under the Cable segment
are aligned within our ARFOB and AICC Operating Group (see Appendix A of the supplementary data for more details).

Operating Group Organization

As illustrated in Appendix A of the supplementary data, the
Company has seven Operating Groups comprised of a collection of independent business units (as determined solely by the CODM).
The description of the activities published on our website that make up each Operating Group below supports that the products designed,
manufactured and sold within our interconnect segment can be broadly defined as enabling interconnect solutions and applications
for our customers:

 · Amphenol Military Aerospace Operations (“AMAO”) businesses
design, manufacture and supply high performance interconnect systems primarily for harsh environment military and commercial aerospace
applications, and also supply products into the industrial market.

    5

 · Amphenol Automotive Product Group (“AAPG”) businesses
design, manufacture and supply advanced interconnect systems for automotive applications, and also supply products into the commercial
aerospace market.

 · Amphenol Industrial Products Group (“AIPG”) businesses
design, manufacture and supply high-performance interconnect systems for a broad range of industrial applications, and also supply
products into the military, commercial aerospace, automotive and mobile networks markets.

 · Mobile Consumer Products Group (“MCP”) businesses design
and manufacture an extensive range of interconnect products, antennas and electromechanical components for a wide variety of mobile
devices, and also supply products into the industrial, IT Datacom and automotive markets.

 · Amphenol Interconnect and Sensors Systems Group (“AISS”)
businesses design, manufacture and supply value-add interconnect and sensor solutions across a variety of end markets, including
industrial, automotive, mobile networks and IT Datacom.

 · Amphenol Information Communications and Commercial Group (“AICC”)
businesses design, manufacture and supply interconnect solutions across a variety of end markets, including IT Da

United States securities and exchange commission logo
July 22, 2020
Craig A. Lampo
Senior Vice President and Chief Financial Officer
Amphenol Corporation
358 Hall Avenue
Wallingford, Connecticut 06492
Re:Amphenol Corporation
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 12, 2020
File No. 001-10879
Dear Mr. Lampo:
            We have reviewed your May 26, 2020 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 31, 2020 letter.
Form 10-K for the Fiscal Year Ended December 31, 2019
Notes to Consolidated Financial Statements
Note 13 - Reportable Business Segments and International Operations, page 74
1.We note your responses to comments 1 and 2 in our letter dated March 31, 2020.  Please
address the following:

•Provide us with additional details about your management structure and how your
company is organized.  In your response, expand on your description of the Operating
Groups and the independent businesses they are comprised of.
•Describe the role and responsibilities of your CODM and each of the individuals
reporting to the CODM.
•Identify and describe the role of each of your segment managers.

 FirstName LastNameCraig A. Lampo
 Comapany NameAmphenol Corporation
 July 22, 2020 Page 2
 FirstName LastNameCraig A. Lampo
Amphenol Corporation
July 22, 2020
Page 2
•Describe the key operating decisions, who makes these decisions, how performance
is assessed and how resources are allocated within your business.
•Expand on your description of the changes your CODM regularly makes to the
composition of each Operating Group by realigning businesses from one Operating
Group to another, including how the CODM determines such changes should be
made, what financial information the CODM reviews when making such changes,
and the frequency of such changes.
•Tell us how often the CODM meets with his direct reports, what is typically
discussed in those meetings, the financial information the CODM reviews in
conjunction with those meetings, and the other participants at those meetings.
•Explain how budgets are prepared, who approves the budget at each step of the
process, the level of detail discussed and individuals that participate at each step, and
the level at which the CODM makes changes to the budget.
•Describe the basis for determining the compensation for each individual that reports
to the CODM.

2.You state in your response the CODM receives two monthly reporting packages referred
to internally as the “Flash Report” and the “Forecast Package” as well as two quarterly
reporting packages referred to internally as the “Press Release Package” and the
“Customer Sales Report”.  Please describe in additional detail the financial information
included in these packages, and tell us what financial information is reviewed by the
CODM for the purpose of allocating resources and assessing performance.  You also state
in your response that the Forecast Package includes “limited profitability information of
the Operating Groups and the underlying businesses”, and that your “CEO does not
regularly rely upon the limited profitability information for the Operating Groups to assist
in his assessment of financial performance for purposes of the allocation of resources”.
Please describe this limited profitability information and tell us whether the CODM uses
this information for the purpose of allocating resources and assessing performance, and if
so, in what circumstances and with what frequency.

3.We note your discussion of the financial information your board of directors generally
receives.  Please describe in additional detail the financial information received by your
Board of Directors and how frequently that information is received.

4.Please be advised we are and will continue to assess your reporting units based on the
information we receive in response to the above comments.

 FirstName LastNameCraig A. Lampo
 Comapany NameAmphenol Corporation
 July 22, 2020 Page 3
 FirstName LastName
Craig A. Lampo
Amphenol Corporation
July 22, 2020
Page 3
            You may contact Andi Carpenter at 202-551-3645 or Anne McConnell at 202-551-
3709 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

      Amphenol

    Amphenol Corporation

    World Headquarters

    358 Hall Avenue

    Wallingford, CT 06492,

    U.S.A

    Tel:   1-203-265-8900

    Fax:  1-203-265-8628

    May 26, 2020

    VIA EDGAR

    Andi Carpenter

      Office of Manufacturing

      Division of Corporation Finance

      Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C. 20549

              Re:

                Amphenol Corporation

                  Form 10-K for the Fiscal Year Ended December 31, 2019

                  Filed February 12, 2020

                  File No. 001-10879

    Dear Ms. Carpenter:

    Amphenol Corporation (the “Company”) submits this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by
      letter dated March 31, 2020, relating to the above referenced filing (the “Filing”).  In this letter, we have recited the Staff’s comments in italicized, bold type, up front and have followed with the Company’s response.

    Form 10-K for the Fiscal Year Ended December 31, 2019

    Notes to Consolidated Financial Statements

    Note 13 – Reportable Business Segments and International Operations, page 74

    1. We note your disclosure that the Company has two reportable business segments:

    (i) Interconnect Products and Assemblies and (ii) Cable Products and Solutions. We also note your disclosure that the Company organizes its
      reportable business segments based on similar economic characteristics and business groupings of products, services, and

    1

    customers. Please tell us, and clarify in future filings, whether you are aggregating operating segments into
        your Interconnect Products and Assemblies reportable segment as required by ASC 280-10-50-2. If you are aggregating operating segments, please also address the following:

    • Identify your operating segments;

    • Demonstrate to us how you determined your aggregation of operating segments complies with the requirements of ASC
      280-10-50-11, including how you concluded they exhibit similar economic characteristics; and

    • Explain to us how you determined you have two reporting units for goodwill impairment testing based on the requirements of ASC
      350-20

    2. We note you identify eight primary end markets in your Business
        Section including:

    Automotive; Broadband Communications; Commercial Aerospace; Industrial; Information Technology and Data Communications; Military; Mobile
      Devices; and Mobile Networks. We also note you identify eight operating groups on your website including: Military and Aerospace; Automotive Products; Industrial Products; Mobile Consumer Products; Interconnect and Sensor Systems; Information
      Communications and Commercial Products; RF, Optics and Broadband; and Sensor Technology and your Management Team identifies Senior Vice Presidents and Group General Managers or Vice Presidents and Group General Managers for each operating group.
      Please address the following:

    • Explain to us how your operating groups are reflected in your reportable segments;

    • Tell us how you assessed whether each operating group is an operating segment as defined in ASC 280-10-50-1 and explain to us the nature and
      extent of the discrete financial information available for operating groups. If you have determined that your operating groups are not operating segments, fully explain to us how you made that determination;

    • Identify your CODM and explain to us how that determination was made; and

    • Describe the nature and extent of the financial information reviewed by the CODM to assess performance and allocate resources.

    Response

    The Company respectfully acknowledges the Staff’s comments and advises the Staff that the Company identified two operating segments: (i) Interconnect Products and
      Assemblies (“Interconnect”) and (ii) Cable Products and Solutions (“Cable”), based on the management approach provided in ASC 280.

    Operating Groups and End Markets are part of the Interconnect and Cable segments and do not represent operating segments because they do not meet all of the criteria
      of ASC 280-10-50-1. Accordingly, the reportable segments presented in the Company’s financial statements do not include any aggregated operating segments.

    2

    Company Background

    The Company operates through two operating segments – our Interconnect and Cable segments – which are differentiated by the economic and other distinct characteristics
      of the product categories.  The Company has also established Operating Groups, which were put in place primarily from a human resource and administrative perspective, to simplify the administration of our global organization, to optimize “span of
      control” and, in some cases, to proliferate and maximize the sharing of certain resources, including sales, marketing, and engineering.  The Company also maintains a diversified presence across several high-growth economic sectors and end markets
      where we primarily sell our products (“End Markets”), including Military; Commercial Aerospace; Automotive; Industrial; Mobile Devices; Information Technology & Data communications (“IT Datacom”); Mobile Networks; and Broadband.

    More specifically, our Interconnect segment designs, manufactures and markets a range of connector and connector systems, value-add interconnect products
        and other related products, that are integrated into our customers’ electronics-related applications and ultimately used as an electronic component within their end products. Operations within the Interconnect segment are organized around seven
        Operating Groups as described above.  These Operating Groups are loosely defined around end markets and product technologies. Each Operating Group is comprised of a collection of independent businesses, each of which is focused on a distinct range
        of interconnect product technologies. Some of these independent businesses target specific geographic regions and/or serve distinct end markets, but all of our Operating Groups serve multiple end markets due to
        the broad application of the underlying businesses’ product technology. Each of our independent businesses is encouraged and incentivized to collaborate within and across Operating Groups and in some cases share certain resources, including sales,
        marketing, and engineering. In addition, these independent businesses are frequently moved from one Operating Group to another in order to maximize the potential for collaboration. This flexibility and agility is key to the Company’s operating
        strategy of managing and maneuvering its collection of underlying businesses to address the rapidly changing end markets and evolving product technologies within its Operating Groups, in order to drive long term revenue growth.

    Our Cable segment primarily designs, manufactures and markets cable, value-add cable related products and components, the vast majority of which
      are installed by our customers (primarily broadband service providers) in their networks within the Broadband end market.  Due to the size of the segment, which is small as compared to the entire Company, this segment is included within our RF,
      Optics and Broadband Operating Group.  While the relative size of the Cable segment has been shrinking over the last 10 years as we have experienced significant growth in the Interconnect segment, we continue to evaluate the Cable segment separately
      from the Interconnect segment due to its substantially different characteristics such as, among other things, the economics of the product categories, the sophistication of the manufacturing processes, the go-to-market strategy, the competitive
      landscape and the way our customers ultimately use the products.

    3

    Identification of Chief Operating Decision Maker (CODM)

    The Company identified the President/Chief Executive Officer (CEO), Adam Norwitt, as the CODM in accordance with ASC 280 and based on:

              ●

              The CEO’s responsibility for making the primary operating and resource allocation decisions (the Company does not have anyone serving in the capacity of
                Chief Operating Officer),

              ●

              The CEO’s direct reporting line to the Company’s Board of Directors.

    While the Group General Managers have functional as well as operational responsibilities for their respective groups and the CEO receives input and recommendations from various other
      individuals throughout the organization, the CEO retains the primary operational decision-making role and is responsible for driving the Company’s strategy and evaluating the Company’s operating results to assess performance and allocate resources.

    Identification of what the CODM Reviews

    Our CODM receives financial information used to evaluate total Company and segment performance primarily in two monthly reporting packages referred to internally as
      the “Flash Report” and the “Forecast Package” as well as two quarterly reporting packages referred to internally as the “Press Release Package” and the “Customer Sales Report”. The lowest level of discrete financial information in these reports, with
      the exception of the Forecast Package, includes profitability metrics only at the operating segment level. Beyond consolidated segment profitability, the financial performance data of the Operating Groups and End Markets is limited to sales and/or
      orders.  The Forecast Package is distributed more broadly to include the CFO, Corporate Controller and Director of Financial Planning & Analysis (“FP&A”) and has a broad range of financial information at the Company, End Market and operating
      segment level as well as limited profitability information of the Operating Groups and the underlying businesses (the report is in excess of 100 pages). The primary users of the Operating Group and underlying business profitability data are the CFO,
      Corporate Controller and Director of FP&A (for the limited purposes of short-term financial planning and analysis). The CEO does not regularly rely upon the limited profitability information for the Operating Groups to assist in his assessment of
      financial performance for purposes of the allocation of resources.

    Further, when the CODM presents and discusses financial information with our Board of Directors, investors and financial analysts, he only uses the operating segment
      profit and loss information as well as the End Market sales data.

    Identification of operating segments

    ASC 280-10-50-1 lists three criteria that are required to be met in order for a component of a public entity to be defined as an operating segment. Operating Groups
      and End Markets do not represent separate operating segments because they do not meet all the criteria. Specifically, we do not consider the Operating Groups to represent individual operating segments because operating decisions are made, and
      resources are allocated, based on assessed performance at the

    4

    Interconnect and Cable segment level by our CODM as described above. Results of Operating Groups are not separately identified in the regular reporting
        used by our CODM to assess performance for purposes of resource allocation. The Operating Groups within each operating segment all support the electronics market with similar technology solutions in overlapping end markets; and independent
        businesses within an Operating Group are frequently changed to a different Operating Group to ensure the organization structure within each Operating Group is aligned to best capture the market and/or customer opportunity. This is one important
        reason why our CODM does not regularly review and rely upon the limited Operating Group financial information presented in the Forecast Package to assess financial performance in order to make decisions about resource allocations.

    In addition, we do not consider the End Markets to represent individual operating segments because they do not engage in business activities. The context in which End
      Markets were used in the Business Section of the Form 10-K was to describe the eight primary end markets to which the Company sells its products and not to describe how the Company is managed from an operating segment perspective.

    For all of the above reasons, we have concluded that we have two operating and reportable segments (Interconnect and Cable) in accordance with the ASC 280 management
      approach. We note that Dan Murdock, when he was Deputy Chief Accountant at the SEC, highlighted this key consideration in a speech he delivered at the AICPA conference on December 8, 2014. In particular, Mr. Murdock noted the following:

    ASC 280 employs a management approach to the identification of operating segments, which means it is based on the way that
      management organizes the segments within the entity for the purpose of making operating decisions and assessing performance. Consequently, segments will often be evident from the structure of an entity’s internal organization. Some of you may
      interpret this to mean that simply looking at the entity’s organizational chart will be sufficient. While this may be a good data point, let me caution you that the organizational chart is simply a data point – the underlying principle requires
      consideration of the nature and extent of information that is reported to the CODM by each of the positions you identify on that chart.

    Furthermore, our Board of Directors generally only receives the operating results for our Interconnect and Cable segments and certain sales metrics for our End Markets.  When
      discussing the Company’s results with investors, the CODM discusses the full operating results for our Interconnect and Cable segments and only the sales results for our End Markets. He does not discuss Operating Group financial information with
      investors.

    We respectfully submit, therefore, that we are not aggregating operating segments into reportable segments. As you requested, in future filings we will clarify that we
      have two operating segments that are also our reportable segments.

    Determination of reporting units for goodwill impairment testing

    The Company considered ASC 350-20-35 and ASC 280-10-50 to appropriately determine our reporting units for goodwill impairment testing. With respect to the Interconnect
      operating

    5

    segment, we concluded that each of our seven Operating Groups met the criteria to be considered components of an operating segment.

    Further, ASC 350-20-35-36 states that an operating segment shall be deemed to be a reporting unit if all of its components are similar. We have concluded that the
      Operating Groups within our Interconnect segment are similar and should be combined; therefore, we have determined that our Interconnect operating segment is also our reporting unit. The criteria for aggregation of the Operating Groups were met by
      applying the guidance within ASC 280-10-50-11 as well as ASC 350-20-55. From a qualitative perspective, the Operating Groups within the Interconnect segment are similar from the manner in which their operations are run, to the products manufactured,
      types of customers, and sales channels. In addition, the seven Operating Groups share certain assets and resources, and certain collaborative research and development projects in certain cases are supported by and benefit multiple Operating Groups.

    Most importantly, we believe goodwill is recoverable from the combined operations of the seven Operating Groups working in concert, because our CODM regularly makes
      change

March 31, 2020
Craig A. Lampo
Senior Vice President and Chief Financial Officer
Amphenol Corporation
358 Hall Avenue
Wallingford, Connecticut 06492
Re:Amphenol Corporation
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 12. 2020
File No. 001-10879
Dear Mr. Lampo:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Notes to Consolidated Financial Statements
Note 13 - Reportable Business Segments and International Operations, page 74
1.We note your disclosure that the Company has two reportable business segments:
(i) Interconnect Products and Assemblies and (ii) Cable Products and Solutions.  We also
note your disclosure that the Company organizes its reportable business segments based
on similar economic characteristics and business groupings of products, services, and
customers.  Please tell us, and clarify in future filings, whether you are aggregating
operating segments into your Interconnect Products and Assemblies reportable segment as
required by ASC 280-10-50-2.  If you are aggregating operating segments, please also
address the following:

•Identify your operating segments;

 FirstName LastNameCraig A. Lampo
 Comapany NameAmphenol Corporation
 March 31, 2020 Page 2
 FirstName LastName
Craig A. Lampo
Amphenol Corporation
March 31, 2020
Page 2
•Demonstrate to us how you determined your aggregation of operating segments
complies with the requirements of ASC 280-10-50-11, including how you concluded
they exhibit similar economic characteristics; and

•Explain to us how you determined you have two reporting units for goodwill
impairment testing based on the requirements of ASC 350-20.
2.We note you identify eight primary end markets in your Business Section including:
Automotive; Broadband Communications; Commercial Aerospace; Industrial;
Information Technology and Data Communications; Military; Mobile Devices; and
Mobile Networks.  We also note you identify eight operating groups on your website
including: Military and Aerospace; Automotive Products; Industrial Products; Mobile
Consumer Products; Interconnect and Sensor Systems; Information Communications and
Commercial Products; RF, Optics and Broadband; and Sensor Technology and your
Management Team identifies Senior Vice Presidents and Group General Managers or
Vice Presidents and Group General Managers for each operating group.  Please address
the following:

•Explain to us how your operating groups are reflected in your reportable segments;

•Tell us how you assessed whether each operating group is an operating segment as
defined in ASC 280-10-50-1 and explain to us the nature and extent of the discrete
financial information available for operating groups.  If you have determined that
your operating groups are not operating segments, fully explain to us how you made
that determination;

•Identify your CODM and explain to us how that determination was made; and

•Describe the nature and extent of the financial information reviewed by the CODM to
assess performance and allocate resources.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Andi Carpenter at 202-551-3645 or Anne McConnell at 202-551-
3709 if you have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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

       DIVISION OF
CORPORATION FINANCE

April 26, 2011
    Diana G. Reardon Senior Vice President and Chief Financial Officer Amphenol Corporation  368 Hall Avenue Wallingford, Connecticut 06492
 Re: Amphenol Corporation
  Form 10-K for the fiscal year ended December 31, 2010   Filed on February 28, 2011     File No. 001-10879

 Dear Ms. Reardon:
We have completed our review of your fili ngs and do not have any further comments at
this time.             S i n c e r e l y ,                 B r i a n  C a s c i o           A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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By EDGAR and Overnight Delivery

April 20, 2011

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Brian R. Cascio, Accounting Branch Chief

Jeanne Bennett, Staff Accountant

Gary R. Todd, Reviewing Accountant

Re: Amphenol Corporation

Form 10-K for the fiscal year ended December 31, 2010

Filed on February 28, 2011 (“2010 10-K”)

File No. 001-10879

Ladies and Gentlemen:

Amphenol Corporation (“Amphenol”) submits this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated April 8, 2011, relating to the above referenced filing (the “Filing”).   In this letter, we have recited the Staff’s comments in italicized, bold type, and have followed each comment with Amphenol’s response.

Form 10-K as of December 31, 2010

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 16

Liquidity and Capital Resources, page 21

1.  You disclose that the majority of cash, cash equivalents and short-term investments are held outside the U.S.  Tell us your consideration of providing liquidity disclosures to discuss the potential tax impact associated with the repatriation of undistributed earnings of foreign subsidiaries.  In this regard, consider disclosing the amount of cash, cash equivalents and investments that are currently held by your foreign subsidiaries and describe the potential impact of repatriating the undistributed earnings of foreign subsidiaries. We refer you to Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350.

In response to the Staff’s comment, we note that as stated in Item 303(a)(1) of Regulation S-K, a company should “identify any known trends or any known demands, commitments, events or

uncertainties that will result in or that are reasonably likely to result in the registrant’s liquidity increasing or decreasing in any material way.”  In consideration of this requirement we disclose that a majority of Amphenol’s cash, cash equivalents and short-term investments of approximately $624 million are held in non-U.S. accounts.  In addition, we disclose that Amphenol has availability under a revolving credit facility of approximately $896 million. We believe this information is helpful for an understanding of Amphenol’s material sources of liquidity, and also supports the conclusion, as stated in the filing,  that those sources are adequate to meet Amphenol’s liquidity needs  on a worldwide basis, both in the United States and internationally . We also disclose in the Critical Accounting Policies and Estimates section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations that “Deferred taxes are not provided on undistributed earnings of foreign affiliated companies which are considered to be permanently invested.” We believe the disclosures reflect Amphenol’s position that a majority of its cash, cash equivalents and short-term investments are held in non U.S. accounts, and that  undistributed earnings from Amphenol’s foreign subsidiaries  are invested indefinitely in those jurisdictions where the undistributed earnings were earned.

We believe that it is appropriate not to disclose the potential tax impact to liquidity associated with the repatriation of undistributed earnings of those foreign subsidiaries or the specific amount of investments currently held by those foreign subsidiaries, as we have no intention of distributing any of our cumulative earnings to the parent company in the U.S., and as such, there will be no tax impact.  As a result, we respectfully submit that we should not be required to disclose any impact to liquidity as a result of the repatriation of undistributed earnings of our foreign subsidiaries.

Item 8. Financial Statements

Note 1. Summary of Significant Accounting Policies, page 33

2.  In future filings, please disclose the cumulative amount of undistributed foreign earnings for which no deferred taxes have been provided.  Refer to FASB ASC 740-30-50-2.

In future filings, as required by FASB ASC 740-30-50-2, Amphenol will disclose the cumulative amount of undistributed foreign earnings for which no deferred taxes have been provided.

3.  As a related matter, in future filings, please clarify why you believe it is not practicable to determine the amount of unrecognized deferred tax liability related to undistributed foreign earnings.

In response to the Staff’s comment, we respectfully provide the following information.  We have asserted under ASC 740-30-25-3 (previously APB 23, paragraph 12) that (a) we have overcome the presumption that all undistributed earnings will be transferred to the parent company, and (b) no income taxes should be accrued since our subsidiaries will indefinitely reinvest those earnings.  As such, we are not required to accrue the deferred tax liabilities related to these undistributed earnings. It is not practicable to calculate the potential liability, as there is a significant amount of uncertainty with respect to the tax impact of the remittance of these earnings due to the fact that dividends received from our foreign subsidiaries could bring additional foreign tax credits, which could ultimately reduce the U.S. tax cost of the dividend.  These uncertainties are further complicated by the significant number of foreign tax jurisdictions involved.  In addition, significant judgment is required to analyze any additional local

withholding tax and other indirect tax consequences that may arise due to the distribution of these earnings.  We respectfully submit that these reasons make it impracticable to accurately calculate the amount of deferred tax liabilities related to the undistributed foreign earnings, particularly in light of the fact that we have no intention of distributing these unremitted foreign earnings.

Amphenol acknowledges that:

·            Amphenol 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

·            Amphenol 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 acknowledge receipt of this letter by stamping the enclosed duplicate of this letter and returning it to the undersigned in the envelope provided.

Please direct your questions or comments to me at telephone (203) 265-8630. In addition, it is respectfully requested that you provide any additional comments you may have to me via facsimile at (203) 265-8628.  Thank you for your cooperation.

Very truly yours,

Amphenol   Corporation

/s/   Diana G. Reardon

Diana   G. Reardon

Executive   Vice President

and   Chief Financial Officer

/jem

Enclosure

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

       DIVISION OF
CORPORATION FINANCE

April 8, 2011
   Via U S Mail and FAX [(203) 265-8628]

   Diana G. Reardon Senior Vice President and Chief Financial Officer Amphenol Corporation  368 Hall Avenue Wallingford, Connecticut 06492
 Re: Amphenol Corporation
  Form 10-K for the fiscal year ended December 31, 2010   Filed on February 28, 2011     File No. 001-10879

 Dear Ms. Reardon:
We have reviewed your filings and have the following comments.   We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.     Please response to this letter within ten business days 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, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments.

 Ms. Diana G. Reardon
Amphenol Corporation  April 8, 2011  Page 2    Form 10-K as of December 31, 2010

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 16
 Liquidity and Capital Resources, page 21

1. You disclose that the majority of cash, cash equivalents and short-term investments are
held outside the U.S.  Tell us your consideration of providing liquidity disclosures to discuss the potential tax impact associated with the repatriation of undistributed earnings of foreign subsidiaries.  In this regard, consider disclosing the amount of cash, cash equivalents and investments that are currently held by your foreign subsidiaries and describe the potential impact of repatriating the undistributed earnings of foreign subsidiaries. We refer you to Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350.
Item 8.  Financial Statements

 Note 1.  Summary of Significant Accounting Policies, page 33

 Income Taxes

2. In future filings please disclose the cumulative amount of undistributed foreign earnings
for which no deferred taxes have been provided.  Refer to FASB ASC 740-30-50-2.

3. As a related matter, in future filings please clarify why you believe it is not practicable to
determine the amount of unrecognized deferred tax liability related to undistributed foreign earnings.
      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 all information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.    Ms. Diana G. Reardon

 Amphenol Corporation
April 8, 2011  Page 3     In responding to our comments, please provide a written a 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.

You may contact Jeanne Bennett at (202) 551-3606, or Gary R. Todd, Reviewing
Accountant at ( 202) 551-3605, if you have questions regarding our comments.  In this regard,
please do not hesitate to contact me at (202) 551-3676 with any other questions.

Sincerely,
           B r i a n  R .  C a s c i o          A c c o u n t i n g  B r a n c h  C h i e f

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

CORRESP
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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

2

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

3

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

4

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

5

“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

6

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

Mail Stop 6010
        June 10, 2008

Martin H. Loeffler
Chairman and Chief Executive Officer
Amphenol Corporation
358 Hall Avenue
Wallingford, CT  06492

Re: Amphenol Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2007
Filed February 26, 2008
 File No. 1-10879

Dear Mr. Loeffler:

 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

        S i n c e r e l y ,

        T i m  B u c h m i l l e r
        S e n i o r  A t t o r n e y

cc: Edward C. Wetmore
 Vice President, Secretary and General Counsel

CORRESP
1
filename1.htm

Edward C. Wetmore

Vice President, Secretary

and General Counsel

T 203 265 8634

F
203 265 8827

ewetmore@amphenol.com

June 2,
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 letter dated May 21, 2008, to Martin H. Loeffler,
Chairman and Chief Executive Officer of Amphenol Corporation (“Amphenol” or the
“Company”) relating to the above document.
Your May 21, 2008 letter was a response to the Company’s May 13,
2008 letter, which was in turn a response to your comment letter dated April 30,
2008 to Mr. Loeffler.

For
ease of reference, I have repeated the Staff’s comment in bold text preceeding
the response.

Item
11. Executive Compensation, page 56

1.                                      We note your response to our
prior comment 2, however, we continue to believe that you should disclose the
information called for in columns (c) through (e) of Item 402(d)(iii) to
indicate the threshold, target and maximum amounts as of the date of the
initial grants.  If you desire, you may
revise the column heading as described in Question 5.02 of Regulation S-K Item
402 Compliance and Disclosure Interpretations (August 8, 2007) available
at http://www.sec.gov/divisions/corpfin/guidance/execcomp402interp.htm, and
clarify in a footnote to the table in your future filings that the actual
payout amounts are reflected in the Summary Compensation Table.

Response

The
Company notes the Staff’s comment and will revise its disclosure in future
filings, as applicable, to disclose the information called for in columns (c) through
(e) of Item 402(d)(iii) to

indicate
the threshold, target and maximum amounts as of the date of the initial
grants.  The Company intends to revise
the column heading of the third column of the table reading “Estimated Future
Payouts Under Non-Equity Incentive Plan Awards” to read “Estimated Possible Payouts Under Non-Equity Incentive
Plan Awards” as described in Question 5.02 of Regulation S-K Item 402
Compliance and Disclosure Interpretations (August 8, 2007), and, as
applicable, to clarify in a footnote to the table in the Company’s future
filings if the actual payout amounts are reflected in the Summary Compensation
Table.

* * *

Should
you have questions regarding the item 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

2

Mail Stop 6010
        May 21, 2008

Martin H. Loeffler
Chairman and Chief Executive Officer
Amphenol Corporation
358 Hall Avenue
Wallingford, CT  06492

Re: Amphenol Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2007
Filed February 26, 2008
 File No. 1-10879

Dear Mr. Loeffler:

We have reviewed your filing and have th e following comment.  In our comment,
we may ask you to provide us with info rmation so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Item 11.  Executive Compensation, page 56

1. We note your response to our prior comment  2, however, we continue to believe
that you should disclose the information called for in column s (c) through (e) of
Item 402(d)(iii) to indicate the threshold, ta rget and maximum amounts as of the
date of the initial grants.  If you desi re, you may revise the column heading as
described in Question 5.02 of Regul ation S-K Item 402 Compliance and
Disclosure Interpretations (August 8, 2007) available at
http://www.sec.gov/divisions/corpf in/guidance/execcomp402interp.htm , and
clarify in a footnote to th e table in your future fi lings that the actual payout
amounts are reflected in the Summary Compensation Table.

Martin H. Loeffler
Amphenol Corporation
May 21, 2008 Page 2

 As appropriate, please respond to this co mment within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter that keys your
response to our comment and pr ovides any requested informa tion.  Detailed cover letters
greatly facilitate our review.

Please contact Staff Attorney Gabriel Eckstein at (202) 551-3 286 or me at (202)
551-3635 with any other questions.

Sincerely,

 Timothy Buchmiller
Senior Attorney

cc: Edward C. Wetmore
 Vice President, Secretary and General Counsel

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

Mail Stop 6010
        April 30, 2008

Martin H. Loeffler
Chairman and Chief Executive Officer
Amphenol Corporation
358 Hall Avenue
Wallingford, CT  06492

Re: Amphenol Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2007
Filed February 26, 2008
 File No. 1-10879

Dear Mr. Loeffler:

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.  After reviewing this info rmation, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Item 11.  Executive Compensation, page 56

1. We note from your discussion under "Per formance 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 sp ecific targets to be  achieved in order
for your named executive officers to ear n their respective annual cash incentive
payments under The 2007 Management Ince ntive Plan.  Please provide such
disclosure in your future filings, as app licable.  To the extent you believe that
disclosure of such information, on a histor ical basis, would result in competitive
harm such that the information coul d be excluded under Instruction 4 to
Item 402(b) of Regulation S-K, please pr ovide us with a detailed explanation
supporting your conclusion.   To the extent that it is appropriate to omit specific
targets or performance objectives, yo u are required to pr ovide appropriate

Martin H. Loeffler
Amphenol Corporation
April 30, 2008 Page 2

disclosure pursuant to Inst ruction 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 informati on that poses a reasonable risk of
competitive harm.

2. It appears that your annual  cash incentive awards s hould have been disclosed,
pursuant to Item 402(d)(2)(iii) of Regulati on 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.

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Martin H. Loeffler
Amphenol Corporation
April 30, 2008 Page 3

Please contact Staff Attorney Gabriel Eckstein at (202) 551-3 286 or me at (202)
551-3635 with any other questions.

Sincerely,

 Timothy Buchmiller
Senior Attorney

Mail Stop 6010

        July 14, 2006

Diana G. Reardon
Senior Vice President and Chief Financial Officer
Amphenol Corporation
358 Hall Avenue
Wallingford, Connecticut 06492

 Re: Amphenol Corporation
  Form 10-K for the fiscal year ended December 31, 2005
  Filed March 16, 2006
  Amendment 1 to Form 10-K f iled March 22, 2006 and Amendment 2
  to Form 10-K filed March 24, 2006
  File No. 001-10879

Dear Ms. Reardon:

 We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.

        S i n c e r e l y ,

        M a r t i n  F .  J a m e s
        Senior Assistant Chief Accountant

CORRESP
1
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