UNITED STATES  SECURITIES AND EXCHANGE COMMISSION  Washington, D.C. 20549  FORM 10-K DOCUMENTS INCORPORATED BY REFERENCE  Portions of the Registrant's Definitive Proxy Statement, which is expected to be filed within 120 days following the end of  the fiscal year covered by this report, are incorporated by reference into Part III hereof.  As of December 31, 2004 the total number of shares outstanding of registrant's common stock was 87,891,533. The aggregate market value of Amphenol Corporation common stock, $.001 par value, held by non-affiliates was approximately  $2,641 million based on the reported last sale price of such stock on the New York Stock Exchange on June 30, 2004. AMPHENOL CORPORATION (Exact name of Registrant as specified in its Charter)  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not  be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III  of this Form 10-K or any amendment to this Form 10-K. [X]  Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None 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___ Indicate by check mark whether the registrant is an accelerated filer (as indicated in Rule 12b-2 of the Act).  Yes X No ___  Commission file number 1-10879  13 (Mark One)  [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT  OF 1934  For the Fiscal Year Ended December 31, 2004  or  [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934  For the transition period from_____to______  Delaware 22-2785165 (State or other jurisdiction of incorporation or organization)  (I.R.S. Employer Identification No.)  358 Hall Avenue, Wallingford, Connecticut 06492  203-265-8900 (Address, including zip code, and telephone  number, including area code, of Registrant's  principal executive offices)  Class A Common Stock, $.001 par value  (Title of each Class)  New York Stock Exchange, Inc. (Name of each Exchange on which Registered) 