<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                            April 10, 2025

Craig A. Lampo
Senior Vice President and Chief Financial Officer
Amphenol Corporation
358 Hall Avenue
Wallingford, CT 06492

       Re: Amphenol Corporation
           Form 10-K for the Fiscal Year Ended December 31, 2024
           Filed February 7, 2025
           File No. 001-10879
Dear Craig A. Lampo:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations, page 30

1.     We note your analysis of the increase in net sales. Please revise future
filings to
       quantify the extent to which changes in organic net sales for each
segment were
       materially impacted by changes in volume, product mix, and pricing. For
       example, when you indicate the Communications Solution segment had a 27%
       increase in organic net sales in 2024, your analysis focuses on the
contributing end
       markets but does not clarify the extent to which this increase was
driven by changes in
       volume, product mix, and/or pricing. If the reference to higher sales
volumes within
       your analysis of segment operating income is intended to convey that the
increase in a
       segment's organic net sales was primarily attributable to a higher
volume of goods
       sold, please revise future filings to better convey this and consider
whether there were
       also material fluctuations in product mix or pricing that should be
described. See Item
 April 10, 2025
Page 2

       303(b)(2)(iii) of Regulation S-K.
2.     We note the tabular presentation of your income statement line items as
a percentage
       of net sales at the start of your Results of Operations section. We note
that cost of
       sales as a percentage of net sales shows a trend of declining across the
three year
       period presented, resulting in your gross profit margin increasing. We
further note
       that the decline in cost of sales as a percentage of net sales is almost
fully offset each
       year by an increase in your operating expenses as a percentage of net
sales, resulting
       in a net nominal change to your operating margin each year. As such, a
robust
       analysis of the underlying factors driving changes in your operating
income and
       operating margin should address both the changes in cost of sales and
the changes in
       your operating expenses in order to provide your investors with a view
of the
       company's financial results through the eyes of management. Please
revise future
       filings to more clearly provide management's insight into the underlying
drivers of
       material changes in cost of sales as a percentage of net sales or gross
profit margin,
       either within your analysis of operating income or as a separate
analysis.
Item 8. Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Note 11 - Acquisitions, page 87

3.     We note that you provide limited disclosures regarding your acquisition
of CIT and
       state that further details have not been presented since the 2024
Acquisitions are not
       material, either individually or in the aggregate. Please revise your
upcoming March
       31, 2025 Form 10-Q to provide all disclosures required by ASC 805 for
your
       acquisition of CIT, or explain to us in detail how you determined the
acquisition of
       CIT was immaterial such that the disclosures prescribed by ASC 805 are
not
       applicable. We note the purchase price you paid for CIT, net of cash
acquired, is
       equivalent to approximately 12% of your total assets as of December 31,
2023.
4.     Similarly, please confirm to us that your upcoming March 31, 2025 Form
10-Q will
       provide all disclosures required by ASC 805 for your acquisition of
CommScope's
       mobile networks business, or explain to us in detail how you determined
the
       acquisition of this business was immaterial such that the disclosures
prescribed by
       ASC 805 are not applicable. We note the purchase price you paid for
CommScope's
       mobile networks business is equivalent to approximately 10% of your
total assets as
       of December 31, 2024.



        In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.
 April 10, 2025
Page 3

       Please contact Jennifer Thompson at 202-551-3737 or Kevin Stertzel at
202-551-3723
with any questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Manufacturing
</TEXT>
</DOCUMENT>
