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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(Print or Type Responses)

1. Name and Address of Reporting Person * MICHELSON MICHAEL W   2. Issuer Name and Ticker or Trading Symbol AMPHENOL CORP /DE/ [APH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2800 SAND HILL ROAD, SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 10/27/2004 (Street) MENLO PARK, CA 94025 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 10/27/2004   J(1)(2)   183,623 D $ 34.05 160,401 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MICHELSON MICHAEL W 2800 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025	X

Signatures

/s/ William J. Janetschek, Attorney-in-Fact for Reporting Person		10/29/2004
**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).
(1)	On October 27, 2004, 183,623 shares of Class A Common Stock of Amphenol Corporation were sold by KKR-NXS L.L.C., which is the sole general partner of KKR Associates (NXS) L.P., which is the sole general partner of NXS Associates L.P. in a secondary offering. As a member of KKR-NXS L.L.C., the Reporting Person may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be a "beneficial owner" of shares of Class A Common Stock of NXS Associates L.P.; however, pursuant to Rule 16a-1(a)(2) promulgated under the Act, the Reporting Person disclaims that it is a beneficial owner of such shares of Class A Common Stock.
(2)	Upon the consummation of the sale, KKR-NXS L.L.C. owned 333,205 shares of common stock, and distributed such shares of common stock to KKR executives and entities. In addition, KKR 1996 GP L.L.C., which is the sole general partner of KKR Associates 1996 L.P., which is the sole general partner of KKR 1996 Fund L.P., distributed all of its 1,527,614 shares of Class A Common Stock to KKR executives and entities. As a result of such transactions, Mr. Michelson owns directly 160,401 shares of Class A Common Stock.

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