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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1. Name and Address of Reporting Person * MONTEITH JEROME   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 HUMAN RESOURCES (Last) (First) (Middle) 227 GREEN HILL ROAD 3. Date of Earliest Transaction (Month/Day/Year) 06/01/2005 (Street) MADISON, CT 06443 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 06/01/2005   M   4,500 A $ 20.09 4,500 D   Class A Common Stock 06/02/2005   S   4,500 D $ 42.382 0 D

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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

$ 8

10/26/2003

10/26/2008

Class A Common Stock

1,008

1,008

D

Stock Option

$ 20.615

04/25/2004

04/25/2011

Class A Common Stock

2,800

2,800

D

Stock Option

$ 21.905

05/02/2004

05/02/2012

Class A Common Stock

21,000

21,000

D

Stock Option

$ 24.7813

06/06/2004

06/06/2010

Class A Common Stock

38,000

38,000

D

Stock Option

$ 30.15

04/16/2005

04/16/2014

Class A Common Stock

17,500

17,500

D

Stock Option

$ 36.79

04/12/2006

04/12/2015

Class A Common Stock

17,500

17,500

D

Stock Option

$ 20.09

06/01/2005

M

4,500

04/15/2005

04/15/2013

Class A Common Stock

4,500

$ 0

13,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MONTEITH JEROME 227 GREEN HILL ROAD MADISON, CT 06443			VICE PRESIDENT HUMAN RESOURCES

Signatures

Edward C. Wetmore, POA		06/02/2005
**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).

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