8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 17, 2008

AMPHENOL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-10879	22-2785165
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

358 Hall Avenue, Wallingford, Connecticut	06492
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (203) 265-8900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 17, 2008, Amphenol Corporation issued a press release announcing its management succession plan. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Statements in this Form 8K which are other than historical facts are intended to be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and other related laws.  While the Company believes such statements are reasonable, the actual results and effects could differ materially from those currently anticipated.  Please refer to Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2007, for some factors that could cause the actual results to differ from estimates.  In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise.

Item 9.01.  Financial Statements and Exhibits.

99.1  Press Release, dated June 17, 2008, issued by Amphenol Corporation.

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		AMPHENOL CORPORATION
	By:				/s/ Diana G. Reardon
					Diana G. Reardon
				Senior Vice President
			and Chief Financial Officer
Date: June 17, 2008

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EX-99.1

EXHIBIT 99.1

Amphenol News Release

World Headquarters

358 Hall Avenue

P. O. Box 5030

Wallingford, CT 06492-7530

Telephone (203) 265-8900

FOR IMMEDIATE RELEASE

For Further Information:

Diana G. Reardon

Senior Vice President and
Chief Financial Officer

203/265-8630

www.amphenol.com

AMPHENOL CORPORATION

ANNOUNCES MANAGEMENT SUCCESSION PLAN

Wallingford, Connecticut.  June 17, 2008.  Amphenol Corporation  (NYSE-APH)  announced today that effective January 1, 2009, R. Adam Norwitt, currently the Company’s President and Chief Operating Officer, will become Chief Executive Officer of the Company and a member of the Board of Directors.  Martin H. Loeffler, currently the Company’s Chairman and Chief Executive Officer, will be appointed to the newly created position of Executive Chairman of the Company with specific emphasis on the Company’s strategic direction and the continued development of the Company’s leadership team.

Amphenol Chairman and CEO, Martin H. Loeffler, commented: “I am extremely pleased to make this announcement.  Adam’s appointment will provide a smooth transition of management responsibility and ensure the continuity and enhancement of our profitable growth plans, and the pursuit of our long term strategic vision.  Since his appointment as President and Chief Operating Officer of the Company, Adam has made a significant contribution to Amphenol’s growth and profitability, expanding into new markets and demonstrating a deep knowledge of all facets of our global business.  In addition, he is passionate about the Company’s culture of performance and accountability.  I am confident in his ability to lead Amphenol and our excellent management team.  As Executive Chairman, I look forward to working with

Adam and with the entire Amphenol management team to capitalize on the opportunities presently before us to continue our track record of outstanding performance.”

Amphenol President and Chief Operating Officer, Adam Norwitt, commented:  “Amphenol is an exceptional company.  Over the last twelve years as CEO, Martin has worked with the Amphenol management team to build a high performance entrepreneurial culture focused on providing customers with leading technology interconnect solutions.  The execution of these strategies has created significant value for customers, shareholders and employees.  I am excited to have the opportunity to build on this foundation and to lead this truly outstanding Company into its next phase of value creation.”

Mr. Norwitt has held a variety of management, business development and operating positions in Amphenol operations in Asia and the United States since joining Amphenol in 1998.  Prior to his appointment as President and Chief Operating Officer on January 1, 2007, he served as a Senior Vice President of the Company and as Group General Manager of Amphenol’s Worldwide RF and Microwave Products Operations.  Mr. Norwitt is a graduate of Georgetown University, has a law degree from the University of Michigan and an MBA from INSEAD.

Amphenol Corporation is one of the world’s leading producers of electronic and fiber optic connectors, cable and interconnect systems.  Amphenol products are engineered and manufactured in the Americas, Europe and Asia and sold by a worldwide sales and marketing organization.  Amphenol has a diversified presence as a leader in high growth segments of the interconnect market including:  Military, Commercial Aerospace, Automotive, Broadband Communication, Industrial, Information Technology and Data Communications Equipment, Mobile Devices and Wireless Infrastructure.

Statements in this press release which are other than historical facts are intended to be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, the  Private Securities Litigation Reform Act of 1995 and other related laws.  While the Company believes such statements are reasonable, the actual results and effects could differ materially from those currently anticipated.  Please refer to (Part I,

Item 1A) of the Company’s Form 10-K for the year ended December 31, 2007, for some factors that could cause the actual results to differ from estimates.  In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise.