UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Commission file number 1-10879

AMPHENOL CORPORATION

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

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act  (Check one):  Large accelerated filer x, Accelerated filer o, Non-accelerated filer o.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of July 31, 2006, the total number of shares outstanding of Class A Common Stock was 89,367,234.

Note 7-Stock-Based Compensation

The Company has two option plans (the “Option Plans”), the 1997 Option Plan and the 2000 Option Plan, which was amended in January 2006 to increase the number of shares of Common Stock reserved for issuance as well as to increase the number of options that may be granted to any one participant. The Option Plans authorize the granting of stock options by a committee of the Board of Directors. At June 30, 2006, the maximum number of shares of common stock available for the granting of stock options under the Option Plans was 3,645,430. Options granted under the Option Plans vest ratably over a period of five years and are exercisable over a period of ten years from the date of grant. In addition, shares issued in conjunction with the exercise of stock options under the Option Plans are subject to Management Stockholder Agreements   In 2004, the Company adopted the 2004 Stock Option Plan for Directors of Amphenol Corporation (the “Directors Plan”). The Directors Plan is administered by the Board of Directors. At June 30, 2006, the maximum number of shares of common stock available for the granting of stock options under the Directors Plan was 190,000. Options granted under the Directors Plan vest ratably over a period of three years and are exercisable over a period of ten years from the date of grant.

In December 2004, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment”. This pronouncement amends SFAS No. 123, “Accounting for Stock-Based Compensation”, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure, an Amendment of FASB Statement No. 123”, and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”.  SFAS No. 123(R) requires that companies account for awards of equity instruments under the fair value method of accounting and recognize such amounts in their statements of operations. The Company adopted SFAS No. 123(R) on January 1, 2006 using the modified prospective method and, in connection therewith compensation expense is recognized in its consolidated statement of income for the three and six months ended June 30, 2006 over the service period that the awards are expected to vest.  The Company recognizes expense for stock-based compensation with graded vesting on a straight-line basis over the vesting period of the entire award. Stock-based compensation expense includes the estimated effects of forfeitures, and estimates of forfeitures will be adjusted over the requisite service period to the extent actual forfeitures differ, or are expected to differ from such estimates.  Changes in estimated forfeitures will be recognized in the period of change and will also impact the amount of expense to be recognized in future periods.  Prior to January 1, 2006, the Company recorded stock-based compensation in accordance with the provisions of APB Opinion 25. The Company estimated the fair value of stock option awards in accordance with SFAS No. 123, “Accounting for Stock-Based Compensation”, and disclosed the resulting estimated compensation effect on net income on a pro forma basis.   As a result of adopting SFAS 123(R) on January 1, 2006 the Company’s income before income taxes and net income was reduced by $2,206 and $1,464, respectively for the three months ended June 30, 2006 or $.02 per share, and $3,987 and $2,671, respectively for the six months ended June 30, 2006 or $.03 per share. The expense incurred for stock-based compensation plans is classified in selling, general and administrative expenses on the accompanying statement of income.

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation”, to stock-based employee compensation for the three and six months ended June 30, 2005:

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A summary of the status of the Company’s non-vested options as of June 30, 2006 and changes during the six months then ended is as follows:

During the three and six months ended June 30, 2006 and 2005, the following activity occurred under our plans:

On June 30, 2006 the total compensation cost related to non-vested options not yet recognized is approximately $33,300, with a weighted average expected amortization period of 3.92 years.

Note 8-Shareholders’ Equity

On March 4, 2004, the Company announced that its Board of Directors authorized an open-market stock repurchase program (the “Program”) of up to 2.0 million shares of its common stock during the period ended December 31, 2005. On October 20, 2004, the Program was amended to increase the number of authorized shares to 5.0 million and to extend the expiration date until September 30, 2006. At June 30, 2006, approximately 3.0 million shares of common stock remained available for repurchase under the Program. On July 27, 2006, the Program was amended to extend the expiration date until December 31, 2008.

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Note 10-TCS Acquisition

On December 1, 2005, pursuant to an Asset and Stock Purchase Agreement dated October 10, 2005 by and among the Company and Teradyne, Inc., a Massachusetts corporation (“Teradyne”), the Company purchased substantially all of the assets and assumed certain of the liabilities of Teradyne’s backplane and connection systems business segment (“TCS”), including the stock of certain of its operating subsidiaries for a total purchase price of approximately $384,700 in cash including purchase price adjustments of approximately $5,300. In addition, the Company incurred approximately $8,800 of transaction related expenses. The purchase price was financed through borrowings under the Company’s revolving credit facility (Note 12). The accompanying Condensed Consolidated Statement of Income for the three and six months ended June 30, 2006, includes the results of TCS. TCS had sales of approximately $110,000 and $204,000, respectively, and operating income margins of approximately 13% and 12%, respectively, for the three and six months ended June 30, 2006. The Company incurred additional interest expense of approximately $5,400 and $10,900 during the three and six month period as a result of the incremental borrowings. As such, TCS contributed approximately $.07 and $.10, respectively,  to diluted earnings per share for the three and six months ended June 30, 2006.

TCS is headquartered in Nashua, New Hampshire and is a leading supplier of high-speed, high-density, printed circuit board interconnect products. TCS sells its products primarily to the data communications, storage and server markets and wireless infrastructure markets. TCS had total sales of approximately $373,000 for the year ended December 31, 2005.

The TCS acquisition was accounted for using the purchase method of accounting in accordance with SFAS No. 141, “Business Combinations”. Accordingly, the purchase price was allocated first to the tangible and identifiable assets and then to the liabilities of TCS based upon their fair market values. The excess purchase price over the fair market value of the underlying net assets acquired was allocated to goodwill. The Company is in the process of completing its analysis of fair value attributes of the assets acquired through the use of independent appraisals and management’s estimates. It is anticipated that the final assessment of values will not differ materially from the preliminary assessment.

Note 11-Goodwill and Other Intangible Assets

As of June 30, 2006, the Company has goodwill totaling $910,247 of which $836,698 related to the interconnect products and assemblies segment with the remainder related to the cable products segment. For the six months ended June 30, 2006, goodwill increased by $23,527, primarily as a result of an acquisition with an aggregate acquisition price of approximately $18,200 less the fair value of assets acquired of approximately $5,700, plus the recording of liabilities for performance-based additional cash consideration and net purchase accounting adjustments related to prior year acquisitions of approximately $6,500 and $4,100, respectively. The increase in goodwill was related to the interconnect products and assemblies segment. The Company is in the process of completing its analysis of fair value attributes of the assets acquired related to certain 2005 and 2006 acquisitions and it is anticipated that the final assessment of values will not differ materially from the preliminary assessment.

The Company does not have any intangible assets, other than goodwill, that are not subject to amortization. As of June 30, 2006, the Company has acquired amortizable intangible assets with a total gross carrying amount of $52,091 of which $30,700, $9,500 and $6,000 relate to proprietary technology, customer relationships and license agreements, respectively, with the remainder relating to other amortizable intangible assets. The accumulated amortization related to these intangibles as of June 30, 2006 totaled $6,742 of which $1,164, $1,078 and $497 relate to proprietary technology, customer relationships and license agreements, respectively, with the remainder relating to other amortizable intangible assets. Intangible assets are included

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Note 13 – Casualty Loss Related to Flood

The Company incurred damage at its Sidney, New York manufacturing facility as a result of severe and sudden flooding in New York state during the period from June 28 through July 1, 2006. As a result, in the second quarter the Company recorded a charge of $15,000 or $.11 per share for property-related damage, net of expected insurance recoveries. This charge includes the Company’s best estimate of the loss related to inventory and machinery and equipment. In the third quarter, the Company expects to incur approximately $5,000 or $.04 per share of additional expenses related to cleanup and repair efforts, net of insurance recoveries.

Note 14 – Off-Balance Sheet Arrangement - Accounts Receivable Securitization

On July 31, 2006, the Company terminated its existing accounts receivable securitization facility and entered into a new Receivables Purchase Agreement (the “New Agreement”). The new agreement allows the Company to sell an undivided interest of up to $100,000 in a designated pool of qualified accounts receivable at costs that are lower than the previous agreement. The remaining terms and conditions of the new agreement remained substantially the same as the previous facility. The new agreement includes certain covenants and provides for various events of termination and expires in July 2009. At June 30, 2006 and December 31, 2005, approximately $85,000 of receivables were sold under the existing agreement and are therefore not reflected in the accounts receivable balance in the accompanying Condensed Consolidated Balance Sheets.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(dollars in millions, unless otherwise noted, except per share data)

Item 2.           Results of Operations

Quarter and six months ended June 30, 2006 compared to the quarter and six months ended June 30, 2005

Net sales increased approximately 37% and 38% to $606.6 and $1,175.6, respectively, in the second quarter and first six months of 2006, compared to sales of $443.6 and $853.0, respectively, for the same periods in 2005. Sales of interconnect products and assemblies increased 39% in both US dollars and in local currencies in the second quarter of 2006 compared to 2005 ($541.1 in 2006 versus $389.2 in 2005) and 40% in US dollars and 41% in local currencies in the first six months of 2006 compared to the same period in 2005 ($1,050.2 in 2006 versus $750.3 in 2005). Sales increased in the Company’s major end markets including the mobile communications market, the information technology and data communications equipment market, and industrial market. Sales in the military/aerospace market were adversely impacted by approximately $10.0 due to business interruption related to the flood at the Company’s Sidney, New York facility further described below. Sales increases occurred in all major geographic regions and resulted from acquisitions, the continuing development of new application specific solutions and value added products and increased worldwide presence with the leading companies in target markets. Sales of cable products increased 20% and 22%, respectively, in the second quarter and first six months of 2006 compared to the same periods in 2005 ($65.5 and $125.4 in 2006 versus $54.5 and $102.7 in 2005). Such increase is primarily attributable to increased sales of coaxial cable products for the broadband communications market resulting from increased capital spending by both domestic and international cable operators for network upgrades and expansion and the impact of price increases. Geographically, sales in the United States in the second quarter and first six months of 2006 increased approximately 33% and 36% compared to the same periods in 2005 ($262.0 and $515.7 in 2006 versus $197.8 and $378.8 in 2005). International sales for the second quarter and first six months of 2006 increased approximately 40% and 39%, respectively, in U.S. dollars ($344.6 and $659.9 in 2006 versus $245.8 and $474.2 in 2005) and increased approximately 40% and 41%, respectively,  in local currency compared to 2005. Currency translation had the effect of increasing sales in the second quarter by approximately $2.1 when compared to exchange rates for the second quarter of 2005, and decreasing sales for the first six months of 2006 by approximately $8.1 when compared to exchange rates for the first six months of 2005.

The gross profit margin as a percentage of net sales (excluding depreciation from cost of sales) was 34.6% and 34.5% for the second quarter and first six months of 2006 compared to 36.3% and 36.0% for the second quarter and first six months of 2005, respectively. The decline in gross margin percentage resulted from  declines in both the cable product segment margins and the interconnect segment margins. The operating margins for the cable products segment decreased by approximately 1.0% and 1.7% in the second quarter and first six months of 2006, respectively, compared to the same periods in 2005. The decrease in margin for cable products is due primarily to higher material and freight costs in 2006 driven by higher commodity and energy prices offset, in part, by the impact of price increases. The Company implemented further price increases in this segment in July in response to material cost increases. The gross margin percentages in the interconnect segment decreased approximately 1.8% and 1.7%, respectively, for  the second quarter and the first six months of 2006 when compared to the same periods in 2005 primarily as a result of the impact of the TCS acquisition (Note 10). TCS has margins that are lower than the average of the Company and while the acquisition added approximately $.07 and $.10 per share to diluted earnings per share in the second quarter and first six months of 2006, respectively, its inclusion in the consolidated results lowered the margin percentage. Interconnect segment margins excluding the impact of TCS were consistent with the prior year margins  as  the continuing development of new higher margin application specific products, excellent operating leverage on incremental

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volume and aggressive programs of cost control offset  cost increases resulting primarily from higher material costs. Depreciation and amortization expense increased to $18.7 and $36.5 in the second quarter and first six months of 2006, respectively, from $12.7 and $23.5, in the same periods of 2005 and was approximately 3.0% of sales in both periods of 2006 and 2005. The majority of the increase relates to the impact of acquisitions including amortization of related intangibles of approximately $1.3 and $2.8 in the second quarter and first six months of 2006, respectively, and to a lesser extent depreciation on new capital expenditures. Depreciation and amortization expenses excluding the impact of the TCS acquisition was approximately 3% of sales for both periods in 2006.

Selling, general and administrative expenses increased to $83.0 and $162.8, respectively, or 13.7% and 13.8% of net sales in the second quarter and first six months of 2006 compared to $62.5 and $120.3, respectively, or 14.1% of net sales in the second quarter and first six months of 2005. The increase in expense in the second quarter and first six months of 2006 is attributable to the impact of acquisitions, increases in selling expense and research and development costs resulting from higher sales volume and increased spending relating to new product development, increased administrative costs for insurance and pension expenses and $2.2 and $4.0, respectively, related to stock-based compensation expense as a result of the adoption of Statement of Financial Accounting Standard (“SFAS”) No. 123(R) “Share-Based Payment” which was effective on January 1, 2006.

The Company incurred a casualty loss during the second quarter of 2006 of $15.0 or $.11 per share, net of expected insurance recoveries, due to property-related damages incurred by the Company at its Sidney, New York manufacturing facility as a result of severe and sudden flooding in New York state during the period from June 28 through July 1, 2006. This charge includes the Company’s best estimate of the loss related to inventory and machinery and equipment. In the third quarter, the Company expects to incur approximately $5.0 or $.04 per share in expenses related to cleanup and repair efforts, net of insurance recoveries. In addition, the Sidney facility had limited manufacturing and sales activity for the period from June 28 to July 14. This reduced sales by approximately $10.0 in the second quarter and is expected to reduce sales by approximately $15.0 in the third quarter. As the result of significant effort by plant management and employees, the plant is expected to be substantially back to full production capability in August.

Other expense, net, for the second quarter of 2006 and 2005 was $3.4 and $1.4, respectively, and was comprised primarily of program fees on the sale of accounts receivable ($1.3 in 2006 and $.9 in 2005), minority interests ($1.7 in 2006 and $.7 in 2005), and agency and commitment fees on the Company’s senior credit facility ($.5 in 2006 and $.3 in 2005).

Other expense, net, for the first six months of 2006 and 2005 was $6.1 and $3.1, respectively, and was comprised primarily of program fees on the sale of accounts receivable ($2.5 in 2006 and $1.7 in 2005), minority interests ($2.8 in 2006 and $1.4 in 2005), and agency and commitment fees on the Company’s senior credit facility ($1.1 in 2006 and $.6 in 2005).

Interest expense for the second quarter and six months of 2006 was $10.0 and $20.2, respectively,  compared to $5.8 and $11.2, respectively, for the same periods in 2005. The increase for the second quarter and six months of 2006 compared to the 2005 periods is attributable primarily to higher average debt levels as well as the result of higher interest rates. The higher debt levels relate to the funding of the TCS acquisition.

In December 2004, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment”. This pronouncement amends SFAS No. 123, “Accounting for Stock-Based Compensation”, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure, an Amendment of FASB Statement No. 123”, and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”.  SFAS No. 123(R) requires that

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companies account for awards of equity instruments under the fair value method of accounting and recognize such amounts in their statements of operations. The Company adopted SFAS No. 123(R) on January 1, 2006 using the modified prospective method and, in connection therewith compensation expense is recognized in its consolidated statement of income for the three and six months ended June 30, 2006 over the service period that the awards are expected to vest.  The Company recognizes expense for all stock-based compensation with graded vesting on a straight-line basis over the vesting period of the entire award. Stock-based compensation expense includes the estimated effects of forfeitures, and estimates of forfeitures will be adjusted over the requisite service period to the extent actual forfeitures differ, or are expected to differ from such estimates.  Changes in estimated forfeitures will be recognized in the period of change and will also impact the amount of expense to be recognized in future periods.  Prior to January 1, 2006, the Company recorded stock-based compensation in accordance with the provisions of APB Opinion 25. The Company estimated the fair value of stock option awards in accordance with SFAS No. 123, “Accounting for Stock-Based Compensation”, and disclosed the resulting estimated compensation effect on net income on a pro forma basis.   As a result of adopting SFAS 123(R) on January 1, 2006 the Company’s income before income taxes and net income was reduced by $2.2 and $1.5, respectively, for the three months ended June 30, 2006 or $.02 per share, and $4.0 and $2.7, respectively, for the six months ended June 30, 2006 or $.03 per share.

The provision for income taxes for the second quarter and first six months of 2006 was at an effective rate of 33% compared with an effective rate of 34% for the same periods in 2005. In the third quarter of 2005, the Company adjusted its 2005 effective tax rate from 34% to 33% to reflect the impact of the American Jobs Creation Act of 2004 (the “Act”). The 2006 tax rate reflects the benefit of certain ongoing provisions of the Act and the impact of higher income levels in certain foreign tax jurisdictions.

Liquidity and Capital Resources

Cash provided by operating activities was $143.0 in the first six months of 2006 compared to $87.7 in the same 2005 period. The increase in cash flow related primarily to an increase in net income as well as a smaller increase in the 2006 period in the non-cash components of working capital. The non-cash components of working capital increased $37.2 in the first six months of 2006 due primarily to increases of $22.0 and $42.5, respectively, in accounts receivable and inventory due to higher levels of sales and an increase in other current assets of $10.3, partially offset by an increase in accounts payable and accrued expenses of $30.1 and $7.6, respectively, due to increased activity. The non-cash components of working capital increased $41.2 in the first six months of 2005 due primarily to a decrease of $17.8 in accrued liabilities resulting primarily from increased income tax payments, increases of $19.0 and $18.5, respectively, in accounts receivable and inventory due to higher levels of sales and an increase in other current assets of $3.8, partially offset by an increase in receivables sold under the Company’s account receivable securitization program of $5.0 and an increase in accounts payable of $12.9 due to increased activity.

Accounts receivable increased $34.0, due primarily to increased sales volume and to a lesser extent from the translation impact resulting from a relatively weaker U.S. dollar at June 30, 2006 compared to December 31, 2005 and acquisitions. Days sales outstanding, computed before sales of receivables, decreased 2.8 days to 62.3 days. Inventory increased $40.5 to $366.4 primarily due to the impact of higher sales volume, inventory from acquired companies and the translation impact resulting from a relatively weaker U.S. dollar at June 30, 2006 as compared to December 31, 2005. Inventory turnover, excluding the impact of acquisitions, increased from 4.2x at December 31, 2005 to 4.4x at June 30, 2006. Land and depreciable assets, net, increased $3.7 to $257.6 reflecting capital expenditures of $33.9, assets from acquired companies and the translation impact resulting from a relatively weaker U.S. dollar at June 30, 2006 as compared to December 31, 2005 partially offset by depreciation expense of $33.6. Goodwill increased $23.5 to $910.2, primarily as a result of an acquisition in the first six months of 2006 as well as adjustments relative to prior year acquisitions including performance based additional cash purchase consideration. Other accrued expenses increased $24.9 to $73.0

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While it is not the Company’s intention to terminate the interest rate swap agreements, the fair value of such agreements was estimated by obtaining quotes from brokers which represented the amounts that the Company would receive or pay if the agreements were terminated. The fair value indicated that termination of the agreements at June 30, 2006 would have resulted in a pre-tax gain of $11.6; such gain, net of tax of $4.5 was recorded in other comprehensive income.

A subsidiary of the Company previously had an agreement with a financial institution whereby the subsidiary could sell an undivided interest of up to $85.0 in a designated pool of qualified accounts receivable. The Company serviced, administered and collected the receivables on behalf of the purchaser. On July 31, 2006, the Company terminated its existing accounts receivable securitization facility and entered into a new Receivables Purchase Agreement (the “New Agreement”). The new agreement allows the Company to sell an undivided interest of up to $100.0 in a designated pool of qualified accounts receivable at costs that are lower than the previous agreement. The remaining terms and conditions of the new agreement remained substantially the same as the previous facility. The new agreement includes certain covenants and provides for various events of termination and expires in July 2009. At June 30, 2006 and December 31, 2005, approximately $85.0  of receivables were sold under the existing agreement and are therefore not reflected in the accounts receivable balance in the accompanying Condensed Consolidated Balance Sheets.

The Company’s primary ongoing cash requirements will be for operating and capital expenditures, product development activities, repurchase of its common stock, dividends and debt service. The Company may also use cash to fund all or part of the cost of future acquisitions. The Company’s debt service requirements consist primarily of principal and interest on bank borrowings. The Company’s primary sources of liquidity are internally generated cash flow, the Company’s Revolving Credit Facility and the sale of receivables under the Company’s accounts receivable agreement. The Company expects that ongoing requirements for operating and capital expenditures, product development activities, repurchase of its common stock, dividends and debt service requirements will be funded from these sources; however, the Company’s sources of liquidity could be adversely affected by, among other things, a decrease in demand for the Company’s products, a deterioration in certain of the Company’s financial ratios, a decline in its credit ratings or a deterioration in the quality of the Company’s accounts receivable.

In March 2004, the Company announced that its Board of Directors had authorized an open market stock repurchase program (the “Program”) of up to two million shares of the Company’s common stock during the period ended December 31, 2005. In October 2004, the Program was amended to increase the number of authorized shares to five million and to extend the expiration date until September 30, 2006. The timing and price of any purchases under the Program will depend on market conditions. During the first six months of 2006, the Company purchased approximately 0.4 million shares of common stock. At June 30, 2006, approximately 3.0 million shares remained available for purchase under the Program. On July 27,2006, the Program was amended to extend the expiration date until December 31, 2008.

On January 19, 2005, the Company announced that it would commence payment of a quarterly dividend on its common stock of $.03 per share. The Company paid a quarterly dividend in the amount of $2.7 or $.03 per share on July 5, 2006 to shareholders of record as of June 14, 2006. Cumulative dividends paid during 2006, including the July 5, 2006 payment, were $8.2.

The Company intends to retain the remainder of its earnings to provide funds for the operation and expansion of the Company’s business, repurchase of its common stock and to repay outstanding indebtedness. Management believes that the Company’s working capital position, ability to generate strong cash flow from operations, availability under its Revolving Credit Facility and access to credit markets will allow it to meet its obligations for the next twelve months and the foreseeable future.

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Safe Harbor Statement

Statements in this report that are not historical are “forward-looking” statements, which should be considered subject to the many uncertainties that exist in the Company’s operations and business environment. These uncertainties, which include, among other things, economic and currency conditions, market demand and pricing and competitive and cost factors are set forth in the Company’s 2005 Annual Report on Form 10-K.

Item 3.           Quantitative and Qualitative Disclosures About Market Risk

The Company, in the normal course of doing business, is exposed to the risks associated with foreign currency exchange rates and changes in interest rates. There has been no material change in the Company’s assessment of its sensitivity to foreign currency exchange rate risk since its presentation set forth, in Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in its 2005 Annual Report on Form 10-K. Relative to interest rate risk, the Company completed a refinancing of its senior credit facilities during the third quarter 2005 as discussed in Liquidity and Capital Resources above. In conjunction with the 2005 refinancing and the funds drawn in conjunction with the TCS acquisition (Note 10), the Company entered into interest rate swap agreements that fixed the Company’s LIBOR interest rate on $150.0 million, $250.0 million and $250.0 million of floating rate debt at 4.82%, 4.24% and 4.85%, expiring in December 2007, July 2008 and December 2008, respectively. At June 30, 2006, the Company’s average LIBOR rate was 4.62%. A 10% change in the LIBOR interest rate at June 30, 2006 would have the effect of increasing or decreasing interest expense by approximately $.04 million. The Company does not expect changes in interest rates to have a material effect on income or cash flows in 2006, although there can be no assurances that interest rates will not significantly change.

Item 4. Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its ”disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) and, based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of the end of the period covered by this quarterly report to ensure that the information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms; and that the Company’s disclosure controls and procedures are effective in reasonably assuring that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure. There were no significant changes in the Company’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the period covered by this quarterly report that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.                              Legal Proceedings

None

Item 1A.                     Risk Factors

There have been no material changes to the Company’s risk factors as disclosed in Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2005.

Item 2.                              Unregistered Sales of Equity Securities and Use of Proceeds

Repurchase of Equity Securities

On March 4, 2004, the Company announced that its Board of Directors authorized an open-market stock repurchase program of up to 2.0 million shares of its common stock during the period ending December 31, 2005. On October 20, 2004, the Program was amended to increase the number of authorized shares to 5.0 million and to extend the expiration date until September 30, 2006. At June 30, 2006, approximately 3.0 million shares of Common Stock remained available for repurchase under the Program. On July 27, 2006, the Program was amended to extend the expiration date until December 31, 2008.

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Item 3.                              Defaults Upon Senior Securities

None

Item 4.                              Submission of Matters to a Vote of Security Holders –

 The annual meeting of stockholders was held on Wednesday, May 24, 2006.  The following matters were submitted to and approved by the stockholders at the annual meeting:

(i)               The election of two directors, Edward G. Jepsen and John R. Lord for three-year terms expiring in the year 2009.  For Edward G. Jepsen, the votes were cast as follows: For – 82,637,029, Withheld – 1,944,232.  For John R. Lord, the votes were cast as follows:  For – 42,575,195, Withheld – 42,006,066.

(ii)            Ratification of Deloitte & Touche LLP as independent registered public accountants of the Company.  The votes were cast as follows:  For – 82,602,115, Against – 1,940,275, Abstentions – 38,871.

(iii)         Approval of the Third Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries. The votes were cast as follows:  For – 70,410,024, Against – 5,704,417, Abstentions – 135,050, Non Votes – 8,331,770.

Item 5.                              Other Information

None

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Item 6.                              Exhibits –

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*            Incorporated herein by reference as stated.

**     Filed herewith

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