Item 1.01 Entry into a Material Definitive Agreement

On October 29, 2009, Amphenol Corporation (the "Company") entered into an Underwriting Agreement by and between the Company and Banc of America Securities LLC and J.P. Morgan Securities Inc., as representatives of the several Underwriters named in Schedule A thereto, relating to the offer and sale of $600,000,000 aggregate principal amount of its 4.75% Senior Notes due 2014 (the "Notes"). A copy of the Underwriting Agreement is attached as Exhibit 10.1 hereto, and is incorporated by reference herein.

The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

Exhibit 10.1 Underwriting Agreement, dated October 29, 2009, by and between the Company and Banc of America Securities LLC and J.P. Morgan Securities Inc., as representatives of the several Underwriters named in Schedule A thereto, relating to the offer and sale of the Notes

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