Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
NAUJOKS UDO
  2. Issuer Name and Ticker or Trading Symbol
AMPHENOL CORP /DE/ [APH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VICE PRESIDENT & GGM, ATE
(Last)
(First)
(Middle)
FRAUENBERGSTRASSE 13
3. Date of Earliest Transaction (Month/Day/Year)
07/22/2008
(Street)

74388 TALHEIM Germany
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 07/22/2008   M   5,200 A $ 10.045 5,200 D  
Class A Common Stock 07/22/2008   M   8,000 A $ 15.075 13,200 D  
Class A Common Stock 07/22/2008   M   10,400 A $ 18.395 23,600 D  
Class A Common Stock 07/22/2008   M   12,800 A $ 26.805 36,400 D  
Class A Common Stock 07/22/2008   M   10,800 A $ 34.55 47,200 D  
Class A Common Stock 07/22/2008   S   47,200 D $ 49.821 (1) (2) 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 10.045 07/22/2008   M     5,200 04/15/2008(3) 04/15/2013 Class A Common Stock 5,200 $ 0 0 D  
Stock Option $ 15.075 07/22/2008   M     8,000 04/16/2008 04/16/2014 Class A Common Stock 8,000 $ 0 8,000 D  
Stock Option $ 18.395 07/22/2008   M     10,400 04/12/2008 04/12/2015 Class A Common Stock 10,400 $ 0 20,800 D  
Stock Option $ 26.805 07/22/2008   M     12,800 05/24/2008 05/24/2016 Class A Common Stock 12,800 $ 0 38,400 D  
Stock Option $ 34.55 07/22/2008   M     10,800 05/24/2008 05/24/2017 Class A Common Stock 10,800 $ 0 43,200 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NAUJOKS UDO
FRAUENBERGSTRASSE 13
74388 TALHEIM Germany
      VICE PRESIDENT & GGM, ATE  

Signatures

 Edward C. Wetmore, POA   07/23/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(2) This transaction was executed in multiple trades at prices ranging from $49.60 to $50.10.
(1) The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(3) 100% Vested

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