UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
(RULE 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Information to be included in statements filed
pursuant to Rule 13d-1 (b) (c) and (d) and Amendments thereto
filed pursuant to Rule 13d-2 (b).
Amphenol Corporation
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
032095101
(CUSIP Number)
December 31, 2008
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[X] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
SCHEDULE 13G/A
Issuer: Amphenol Corporation CUSIP No.: 032095101
1 NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
Arnhold and S. Bleichroeder Advisers, LLC
Tax ID # 57-1156902
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES 5 SOLE VOTING POWER - 6,280,338
BENEFICIALLY 6 SHARED VOTING POWER - 0
OWNED BY EACH 7 SOLE DISPOSITIVE POWER - 8,132,442
REPORTING PERSON 8 SHARED DISPOSITIVE POWER - 0
WITH:
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
8,132,442
10 CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9:
4.56%
12 TYPE OF REPORTING PERSON
IA
SCHEDULE 13G/A
Issuer: Amphenol Corporation CUSIP No.: 032095101
ITEM 1
(a) Name of Issuer:
Amphenol Corporation
(b) Address of Issuer's Principal Executive Offices:
358 Hall Avenue
Wallingford, Connecticut 06492
ITEM 2
(a) Name of Person Filing: Arnhold and S. Bleichroeder Advisers, LLC
(b) Address of Principal Business Office:
1345 Avenue of the Americas
New York, NY 10105
(c) Citizenship: Delaware, USA (Place of Incorporation)
(d) Title of Class of Securities: Class A Common Stock
(e) CUSIP Number: 032095101
SCHEDULE 13G/A
Issuer: Amphenol Corporation CUSIP No.: 032095101
ITEM 3
If this statement is filed pursuant to Sections 240.
13d-1(b), or 240.13d-2(b) or (c), check whether
the person filing is a:
(a) [ ] Broker or dealer registered under
Section 15 of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance Company as defined in section
3(a)(19) of the Act (15 U.S.C. 78C);
(d) [ ] Investment company registered under Section
8 of the Investment Company Act if 1940
(15 U.S.C. 80a-8);
(e) [X] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an insurance company under Section 3 (c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with section 240.13d-1 (b)(1)(ii)(J).
SCHEDULE 13G/A
Issuer: Amphenol Corporation CUSIP No.: 032095101
ITEM 4. Ownership.
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: [X]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Arnhold and S. Bleichroeder, LLC (ASB), an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, is deemed to be
the beneficial owner of 8,132,442 shares or 4.56% of the Class A Common Stock
believed to be outstanding as a result of acting as investment advisor to
various clients. (This amount includes shares owned by clients of Good
Hope Advisers, LLC, an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940 and an affiliate of ASB.) Clients of
ASB have the right to receive and the ultimate power to direct the receipt
of dividends from, or the proceeds of the sale of, such securities.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THESECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY OR CONTROL PERSON.
N/A
ITEM 8. Identification and Classification of Members of the Group.
N/A
ITEM 9. Notice of Dissolution of Group
N/A
SCHEDULE 13G/A
Issuer: Amphenol Corporation CUSIP No.: 032095101
ITEM 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of such securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
of effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: February 12, 2008
Signature: /s/ Mark Goldstein
Name/Title: Mark Goldstein, Senior Vice President