Exhibit 3.2

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

AMPHENOL CORPORATION

Amphenol Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBYCERTIFY:

FIRST:  That by unanimous written consent of the Board of Directors of the corporation resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof.  The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of the Corporation to be further amended by changing the Fourth Article thereof so that, as amended said Article shall be and read as follows:

“FOURTH:  The total number of shares of stock that the Corporation is authorized to issue is 200,000,000 shares of Class A Common Stock, par value $.001 each.

SECOND:  That thereafter, pursuant to resolution of its Board of Directors, an Annual Meeting of the Stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware

FOURTH:  That this Certificate of Amendment of the Amended and Restate Certificate of Incorporation shall be effective on or about May 26, 2004.

IN WITNESS WHEREOF, said Amphenol Corporation has caused this certificate to be signed by Edward C. Wetmore, its Vice President, Secretary & General Counsel, this 26^th day of May 2004.

AMPHENOL CORPORATION
By
	Edward C. Wetmore
	Vice President, Secretary
	& General Counsel

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