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) December 11, 2006

AMPHENOL CORPORATION
(Exact name of registrant as specified in its charter)

 

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.

Richard Adam Norwitt, currently an executive officer and Senior Vice President and Group General Manager, Worldwide RF and Microwave Products of Amphenol Corporation (the “Company”), will be appointed President and Chief Operating Officer of the Company, effective January 1, 2007.  Martin H. Loeffler who currently serves as Chairman, President and Chief Executive Officer of the Company will continue to serve as Chairman and Chief Executive Officer of the Company.

A copy of the press release announcing Mr. Norwitt’s appointment is attached 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, 2005, 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.

Exhibit 99.1       Press Release dated December 11, 2006

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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: December 11, 2006

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