(Mark One) 

## UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 

## FORM 10-K 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2004 

or 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_____to______ 

Commission file number 1-10879 

(State or other jurisdiction of incorporation or organization) 

Securities registered pursuant to Section 12(b) of the Act: 

Securities registered pursuant to Section 12(g) of the Act: None 

Class A Common Stock, $.001 par value (Title of each Class) 

Delaware 

## AMPHENOL CORPORATION 

(Exact name of Registrant as specified in its Charter) 

358 Hall Avenue, Wallingford, Connecticut 06492 203-265-8900 

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) 

(I.R.S. Employer Identification No.) 

New York Stock Exchange, Inc. (Name of each Exchange on which Registered) 

22-2785165 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No___ 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] 

Indicate by check mark whether the registrant is an accelerated filer (as indicated in Rule 12b-2 of the Act). Yes X No ___ 

The aggregate market value of Amphenol Corporation common stock, $.001 par value, held by non-affiliates was approximately $2,641 million based on the reported last sale price of such stock on the New York Stock Exchange on June 30, 2004. 

As of December 31, 2004 the total number of shares outstanding of registrant's common stock was 87,891,533. 

## DOCUMENTS INCORPORATED BY REFERENCE 

Portions of the Registrant's Definitive Proxy Statement, which is expected to be filed within 120 days following the end of the fiscal year covered by this report, are incorporated by reference into Part III hereof. 

