<PAGE>                                
                                
                            FORM 10-Q
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON D.C. 20549


(Mark One)
(X)   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
      For the quarterly period ended September 30, 1996

                               OR

(  )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
      For the transition period from_____________to_____________

COMMISSION FILE NUMBER: 1-12432


              AMERICAN POWER CONVERSION CORPORATION
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                
                                
          MASSACHUSETTS                       04-2722013
 (STATE OR OTHER JURISDICTION OF   (I.R.S. EMPLOYER IDENTIFICATION
 INCORPORATION OR ORGANIZATION)                  NO.)
                                
                                
     132 FAIRGROUNDS ROAD, WEST KINGSTON, RHODE ISLAND 02892
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                
                                
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 401-789-5735


INDICATE  BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED  ALL
REPORTS  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  [   ]

THE  NUMBER  OF  SHARES  OUTSTANDING OF THE  REGISTRANT'S  COMMON
STOCK, $.01 PAR VALUE, ON NOVEMBER 5, 1996 WAS 94,539,927 SHARES.


                               1
<PAGE>
                                                  FORM 10-Q
                                                  SEPTEMBER 30, 1996


     AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                
                              INDEX


                                                         PAGE NO.
                                                             
 PART I - FINANCIAL INFORMATION:                             
 
 ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS:        
 
              CONSOLIDATED CONDENSED BALANCE SHEETS -        
              SEPTEMBER 30, 1996 (UNAUDITED) AND          3 - 4
              DECEMBER 31, 1995
                                                             
              CONSOLIDATED CONDENSED STATEMENTS OF           
              INCOME - NINE MONTHS AND THREE MONTHS ENDED   5
              SEPTEMBER 30, 1996 AND 1995 (UNAUDITED)
                                                             
              CONSOLIDATED CONDENSED STATEMENTS OF CASH      
              FLOWS - NINE MONTHS AND THREE MONTHS           
              ENDED SEPTEMBER 30, 1996 AND 1995 
              (UNAUDITED)                                   6
                                                              
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL      
              STATEMENTS (UNAUDITED)                        7
              
 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF             
 FINANCIAL CONDITION AND  RESULTS OF OPERATIONS           8 - 11
 
 PART II - OTHER INFORMATION:                                
 
 ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                  12
 
 SIGNATURES                                                 13
 

                              2
<PAGE>                                                            
                                                  FORM 10-Q
                                                  SEPTEMBER 30, 1996

PART I - CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

ITEM 1 - FINANCIAL STATEMENTS

     AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
              CONSOLIDATED CONDENSED BALANCE SHEETS
                                
                             ASSETS
<TABLE>
<CAPTION>
                                           SEPTEMBER         DECEMBER
                                           30, 1996          31, 1995
                                          (UNAUDITED)         
                                                         
 Current assets:                                         
 <S>                                       <C>             <C>
 Cash and cash equivalents                 $146,532,480     $39,039,735
 Accounts receivable,                                    
   less allowance for doubtful accounts                  
   of $9,948,000 in 1996 and $6,920,000
   in 1995                                  102,318,012      71,199,105
 Inventories:                                            
   Raw materials                             63,307,000      62,495,212
   Work-in-process and finished goods        47,435,799      85,045,841
 Total inventories                          110,742,799     147,541,053
                                                         
 Prepaid expenses and other current assets   12,204,866       9,277,986
                                                         
 Deferred income taxes                       18,766,000      11,323,000
                                                         
 Total current assets                       390,564,157     278,380,879
                                                         
 Property, plant and equipment:                          
   Land, buildings and improvements          18,077,875      15,973,746
   Machinery and equipment                   58,508,001      51,353,043
   Office equipment and furniture            21,652,391      17,860,365
   Purchased software                         6,972,069       4,160,439
                                                         
                                            105,210,336      89,347,593
                                                         
 Less accumulated depreciation and           
  amortization                               31,147,512      22,144,085
                                                         
 Net property, plant and equipment           74,062,824      67,203,508
                                                         
 Other assets                                 1,160,811       1,003,452
                                                         
                                                         
 Total assets                              $465,787,792    $346,587,839
</TABLE>


   SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL
                           STATEMENTS

                                3
<PAGE>
                                                  FORM 10-Q
                                                  SEPTEMBER 30, 1996


     AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
        CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
                                
              LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                          SEPTEMBER       DECEMBER
                                           30, 1996       31, 1995
                                         (UNAUDITED)          
                                                        
 Current liabilities:                                   
 <S>                                  <C>            <C>
 Accounts payable                       $47,119,052   $26,406,283
 Accrued expenses                         9,272,608     5,790,421
 Accrued compensation                    11,774,014     6,472,255
 Accrued sales and marketing programs    14,076,296     6,780,595
 Accrued pension contributions            4,696,354     4,677,639
 Income taxes payable                    14,092,404     1,795,751
                                                        
 Total current liabilities              101,030,728    51,922,944
                                                        
 Deferred income tax liability           6,222,000      4,899,000
                                                        
 Total liabilities                     107,252,728     56,821,944
                                                        
 Shareholders' equity:                                  
 Common stock, $.01 par value;                          
   Authorized 200,000,000 shares;                       
   Issued 94,290,804 shares in 1996,   
   93,270,933 shares in 1995               942,908        932,709
 Additional paid-in capital             45,214,243     37,122,872
 Retained earnings                     313,929,176    251,710,314
 Treasury stock, 125,000 shares, at     
   cost                                 (1,551,263)             -
                                                        
 Total shareholders' equity            358,535,064    289,765,895
                                                        
 Total liabilities                                      
   and shareholders' equity           $465,787,792   $346,587,839
</TABLE>




   SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL
                           STATEMENTS

                               4
<PAGE>
                                                  FORM 10-Q
                                                  SEPTEMBER 30, 1996


     AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
           CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                           (UNAUDITED)

<TABLE>
<CAPTION>
                             NINE MONTHS ENDED       THREE MONTHS ENDED
                               SEPTEMBER 30,           SEPTEMBER 30,
                             1996         1995         1996        1995
                                                             
                                                             
 <S>                     <C>          <C>          <C>          <C>
 Net sales               $496,818,057 $373,747,703 $193,755,373 $141,993,350
                                                             
 Cost of goods sold       289,311,462  204,446,667  111,771,927   82,749,541
                                                             
 Gross profit             207,506,595  169,301,036   81,983,446   59,243,809
                                                             
 Operating expenses:                                         
 Research and development  10,683,151    9,351,018    3,457,103    3,219,557
 Selling, general 
  and administrative      106,626,716   81,323,937   38,216,667   30,212,148
                                                             
 Total operating expenses 117,309,867   90,674,955   41,673,770   33,431,705
                                                             
 Operating income          90,196,728   78,626,081   40,309,676   25,812,104
                                                             
 Other income
  (deductions):
   Interest income          3,363,742      995,169    1,652,652      108,305
   Interest expense                 -     (227,231)           -     (203,606)
   Other income(expenses)       1,392      (26,220)      (6,288)      41,637
                                                             
 Earnings before      
  income taxes             93,561,862   79,367,799   41,956,040   25,758,440
                                                             
 Income taxes              31,343,000   26,588,000   14,055,000    8,629,000
                                                             
 Net income               $62,218,862  $52,779,799  $27,901,040  $17,129,440
                                                             
 Earnings per share           $   .66      $   .56       $  .30      $   .18
                                                             
 Weighted average                                            
 shares outstanding        93,994,887   93,492,265   94,401,094   93,765,475
</TABLE>
                                                             





   SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL
                           STATEMENTS

                                5
<PAGE>
                                                  FORM 10-Q
                                                  SEPTEMBER 30, 1996


     AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
         CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                           (UNAUDITED)
<TABLE>
<CAPTION>
                                
                               NINE MONTHS ENDED       THREE MONTHS ENDED
                                 SEPTEMBER 30,            SEPTEMBER 30,
                                1996        1995        1996        1995
 Cash flows from operating                                        
 activities:
 <S>                        <C>           <C>         <C>           <C>
 Net income                  $62,218,862  $52,779,799  $27,901,040  $17,129,440
 Adjustments to reconcile                                         
  net income to net
  cash provided by (used                                          
  in) operating activities:
 Depreciation and             
  amortization                 9,003,427    6,018,054    3,558,682    1,455,974
 Provision for losses on     
  accounts receivable          3,188,000    3,000,000      910,000    1,698,000
 Provision for deferred      
  taxes                       (6,120,000)  (4,911,000)  (3,699,000)  (1,208,000)
 Increase in accounts        
  receivable                 (34,306,907) (20,023,683) (17,020,240)  (4,085,851)
 (Increase) decrease in      
  inventories                 36,798,254  (61,328,271)   5,244,603    3,669,766
 (Increase) decrease in                                           
  prepaid expenses and 
  other current assets        (2,926,880)  (1,849,692)    (981,476)   1,970,328
 (Increase) decrease in      
  other assets                  (157,359)     (60,500)     (19,098)       3,601
 Increase (decrease) in      
  accounts payable            20,712,769   (6,587,660)  18,505,335  (14,218,109)
 Increase in accrued         
  accrued expenses            16,098,362    3,310,946    9,279,906    3,293,703
 Increase in income taxes    
  payable                     12,296,653    3,215,849   10,706,572      796,718

 Net cash provided by (used                                       
  in) operating activities   116,805,181  (26,436,158)  54,386,324   10,505,570
                                                                  
 Cash flows from investing                                        
  activities:
 Capital expenditures, net   
  of capital grants          (15,862,743) (19,855,738)  (7,157,018)  (3,934,287)
 Proceeds from sale of 
  equipment                            -      130,310            -            -
 Sales/maturities of short-
  term investments                     -   13,707,529            -            -
 Purchases of short-term
  investments                          -     (802,800)           -            -

 Net cash used in investing
  activities                 (15,862,743)  (6,820,699)  (7,157,018)  (3,934,287)
                                                                  
 Cash flows from financing                                        
 activities:
 Line of credit borrowings,
  net of repayments                    -    8,370,000            -     (130,000)
 Issuances of common stock     8,101,570    6,519,006    2,242,055    1,066,111
 Purchases of common  stock   (1,551,263)           -      (65,004)           -
                                                                  
 Net cash provided by      
  financing activities         6,550,307   14,889,006    2,177,051      936,111
                                                                  
 Net increase (decrease) in                                       
  cash and cash equivalents  107,492,745  (18,367,851)  49,406,357    7,507,394
                                                                  
 Cash and cash equivalents                                        
  at beginning of period      39,039,735   29,072,717   97,126,123    3,197,472
                                                                  
 Cash and cash equivalents
  at end of period          $146,532,480  $10,704,866 $146,532,480  $10,704,866
</TABLE>
                                
The  Company  paid approximately $25,166,000 and $29,698,000  for
income taxes for the nine month periods ended September 30,  1996
and  1995, respectively.  During the first nine months  of  1995,
changes  in  unrealized holding losses on short-term  investments
resulted  in increases to shareholders' equity and to  short-term
investments of $497,000.


   SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL
                           STATEMENTS

                                6
<PAGE>
                                                  FORM 10-Q
                                                  SEPTEMBER 30, 1996



      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           (UNAUDITED)



(1)   MANAGEMENT REPRESENTATION:   In the opinion of  management,
the  accompanying unaudited interim financial statements  contain
all  adjustments  (consisting of only normal recurring  accruals)
necessary  to  present  fairly the  financial  position  and  the
results  of  operations for the interim periods.  The results  of
operations  for the interim period are not necessarily indicative
of results to be expected for the full year.

(2)   PRINCIPLES  OF  CONSOLIDATION:  The consolidated  financial
statements  include the financial statements  of  American  Power
Conversion  Corporation and its wholly-owned  subsidiaries.   All
significant  intercompany  accounts and  transactions  have  been
eliminated in consolidation.

(3)   PER SHARE DATA:  Earnings per common share are based on the
weighted  average number of shares of common stock  and  dilutive
common  stock options outstanding during each period.  Under  the
treasury stock method, the unexercised options were assumed to be
exercised  at  the  beginning of the period or  at  issuance,  if
later.   The  assumed proceeds were then used to purchase  common
stock  at  the  average market price during the  period.   Common
stock  equivalents  whose  inclusion would  have  the  effect  of
increasing  earnings per share (i.e., antidilutive) are  excluded
from  the  computation.  Primary and fully diluted  earnings  per
share are equivalent for all periods presented.

(4)   SHAREHOLDERS' EQUITY:  Changes in paid-in capital  for  the
periods  presented  represent  the  issuances  of  common   stock
resulting from the exercise of employee stock options, as well as
the Company's contributions to the Employee Stock Ownership Plan.






                            7
<PAGE>
                                                  FORM 10-Q
                                                  SEPTEMBER 30, 1996


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS:

Revenues

Net  sales  were $193,755,373 for the third quarter of  1996,  an
increase of 36.5% compared to $141,993,350 for the same period in
1995.   Net  sales  for  the  first  nine  months  of  1996  were
$496,818,057  compared to $373,747,703 in 1995,  an  increase  of
32.9%.  The Company experienced solid worldwide growth across all
major  products and geographies during the third quarter of 1996.
North  American  net sales grew 32% versus the third  quarter  of
1995,  while  third  quarter international  net  sales  grew  44%
compared  to  the  same  period last  year.   The  increases  are
attributable  to  continued  strong  worldwide  demand  for   the
Company's  products  across fast-growing core markets,  including
computer  networking, internetworking equipment and point-of-sale
devices,  as  well as what the Company believes is an  increasing
awareness by computer users of the consequences of data loss  and
hardware  damage  which  can be caused by  power  problems.   The
Company  continues  to  experience  increased  sales  growth   in
emerging  international markets as international sales (excluding
Canada) comprised 36.0% of net sales in the first nine months  of
1996 compared to 33.9% in the first nine months of 1995.

Cost of Goods Sold

Cost of goods sold was $111,771,927 or 57.7% of net sales in  the
third  quarter of 1996 compared to $82,749,541 or  58.3%  in  the
third  quarter  of 1995.  Cost of goods sold for the  first  nine
months of 1996 was $289,311,462 or 58.2% of net sales compared to
$204,446,667  or  54.7% in 1995.  Although gross  margins  eroded
from  the  first nine months of 1995 to the comparable period  in
1996,  gross  margins improved during the third quarter  of  1996
over  the  third quarter of 1995.  The year-to-date gross  margin
erosion  was primarily attributable to several factors, including
but  not  limited  to:  increased reserves for  potential  excess
inventories  in  light of the product transition  which  occurred
within the Smart-UPS(R) product family; a shift in product  sales
mix  from  the  high-end Smart-UPS products to the  lower  margin
Smart-UPS  v/s  products offset by a favorable margin  impact  of
increasing  sales  of  third generation Smart-UPS  products;  and
increased indirect manufacturing costs associated with additional
indirect  manufacturing  personnel and other  costs  incurred  to
support  manufacturing infrastructure expansion and a  transition
toward  more  specific  product-focused  factories.   The   third
quarter  1996  gross  margin  improvement  over  last  year   was
primarily  attributable to improving average selling  prices  and
reduced inventory reserve provisioning.

Operating Expenses

Operating  expenses  include selling, general and  administrative
and research and development expenses.

Selling,   general  and  administrative  (SG&A)   expenses   were
$38,216,667 or 19.7% of net sales for the third quarter  of  1996
compared  to  $30,212,148 or 21.3% of net  sales  for  the  third
quarter  of  1995.   For  the first nine  months  of  1996,  SG&A
expenses  were  $106,626,716 or 21.5% of net  sales  compared  to
$81,323,937  or  21.8% of net sales for 1995.  The  increases  in
spending  for the three and nine month periods in 1996 over  last
year  were  due  primarily  to costs  associated  with  increased
advertising  and  promotional costs, as well as costs  associated
with increased staffing of sales and other related positions both
domestically and internationally.  The decreases in SG&A expenses
as  a  percentage of sales for the three and nine  month  periods
during 1996 over last year is attributable to certain fixed  SG&A
expenses  spread  over  a  higher  revenue  base  in  1996.   The
allowance  for  bad  debts at September  30,  1996  was  8.9%  of
accounts  receivable, unchanged from 8.9% at December  31,  1995.
The  Company  has  experienced and continues to  experience  very
strong  collection performance with accounts receivable  balances
outstanding  over  60 days representing 4.7% and  5.8%  of  total
receivables  at  September  30,  1996  and  December  31,   1995,
respectively.    Write-offs   of  uncollectible   accounts   have
historically  represented  less  than  1%  of  total   receivable
balances.   A  majority  of international customer  balances  are
covered by receivables insurance.

Research and development expenses were $3,457,103 or 1.8% of  net
sales  and $3,219,557 or 2.3% of net sales for the third  quarter
of   1996  and  1995,  respectively.   Research  and  development
expenses  for  the first nine months of 1996 were $10,683,151  or
2.2% of net sales compared to $9,351,018 or 2.5% of net sales  in
1995.   The increased research and development spending primarily

                           8
<PAGE>

reflects increased numbers of software and hardware engineers and
costs  associated  with new product development  and  engineering
support, while the decrease as a percentage of sales for the nine
month period is attributable to certain fixed R&D expenses spread
over a higher revenue base in 1996.

Other Income (Expenses) and Income Taxes

Interest  income increased by 1,425.9% and 238.0% for  the  three
months  and nine months ended September 30, 1996 compared to  the
same periods in 1995.  The increase is primarily attributable  to
higher average cash balances available for investment during  the
third quarter and first nine months of 1996.

The Company's effective tax rate was approximately 33.5% for both
the  three-month and nine-month periods ended September 30,  1996
and 1995.


LIQUIDITY AND CAPITAL RESOURCES

Working  capital at September 30, 1996 was $289,533,429  compared
to  $226,457,935 at December 31, 1995.  The Company has been able
to  increase  its  working  capital position  as  the  result  of
continued   strong  operating  results  and  despite   internally
financing  the  capital  investment  of  the  expansion  of   its
operations.   The  Company's  cash  position  rose  approximately
$107.5 million, or 275%, to $146.5 million at September 30,  1996
compared to December 31, 1995.

Worldwide  inventories were $110,742,799 at  September  30,  1996
compared to $147,541,053 at December 31, 1995.  Inventory  levels
have decreased as a result of the Company's concerted efforts  to
reduce  inventory  levels as a percentage  of  sales.   Inventory
levels as a percentage of quarterly sales have declined from 104%
in  the  fourth  quarter of 1995 to 57% in the third  quarter  of
1996.   The  total inventory reserves at September 30, 1996  were
$12.1 million compared to $6.5 million at December 31, 1995.  The
increased  inventory  reserves have been  provided  primarily  to
cover  the  potential loss exposure that may result  from  excess
inventories   as  the  demand  for  second  generation   products
diminishes.      Second    generation    Smart-UPS    represented
approximately 6% of total inventories at September 30, 1996.  The
Company's  reserve estimate methodology involves quantifying  the
total  inventory position having potential loss exposure, reduced
by  an amount reasonably forecasted to be sold, and adjusting its
interim reserve provisioning to cover the net loss exposure.

During the first quarter of 1996, the Company announced that  the
Board  of  Directors had authorized the repurchase of up  to  $15
million  worth  of the Company's outstanding Common  Stock.   The
objective  of  the  repurchase program  is  to  offset  potential
dilution  of  earnings per share which may result  from  employee
stock  programs.  The Company has repurchased approximately  $1.6
million of its common shares as of September 30, 1996.

Capital  investment for the first nine months of  1996  consisted
primarily  of manufacturing and office equipment. The nature  and
level  of  capital  spending was made  to  improve  manufacturing
capabilities and to support the increased selling, marketing  and
administrative efforts necessitated by the Company's  significant
growth.   Net  capital expenditures were financed from  available
operating  cash.  The Company had no material capital commitments
at  September  30,  1996,  except for a  commitment  to  purchase
certain  software  and related hardware to  replace  its  current
enterprise-wide   manufacturing,   distribution   and   financial
applications.   The  cost  of  the  software  licenses,   project
consulting  and  hardware requirements will be  approximately  $6
million.   The implementation of the new system began during  the
third quarter of 1996.

The  Company's  Ireland facility is providing  manufacturing  and
technical  support  in  order  to better  service  the  Company's
markets  in  Europe,  the Middle East,  Africa  and  Russia.   In
February  1994,  the  Company  executed  an  agreement  with  the
Industrial  Development Authority of Ireland ("IDA") under  which
the  Company will receive grant monies equal to 40% of the  costs
incurred  for machinery, equipment and building improvements  for
the  Galway  facility.  The maximum amount attainable  under  the
agreement is approximately $13.1 million.  The grant monies would
be repayable, in whole or in part, should (1) the Company fail to
meet  certain  employment goals established under  the  agreement
which  are to be achieved over a five year implementation  period
and/or  (2) the Company discontinues operations in Ireland  prior
to  the  termination of the agreement.  The agreement  terminates
eight  years from the date of the last claim made by the  Company
for  grant monies.  The total cumulative amount of capital  grant
claims  submitted  through September 30, 1996  was  approximately
$9.5  million.   The  total cumulative amount of  capital  grants
received  through  September 30, 1996 amounted  to  approximately
$6.1 million.

Under  a  separate agreement with the IDA, the Company will  also
receive  up  to  $3,000  per new employee hired  for  the  direct
reimbursement of training costs.  The total cumulative amount  of
training  grant claims submitted through September 30,  1996  was



                             9
<PAGE>

approximately  $2.0  million.  The  total  cumulative  amount  of
training  grants received through September 30, 1996 amounted  to
approximately $.7 million.

The   Company  continues  to  investigate  potential  sites   for
manufacturing expansion in international locations.  The  Company
began  establishing a manufacturing operation in the  Philippines
during  the  second quarter of 1996.  The Company  purchased  and
improved  a  70,000  square foot facility for approximately  $1.5
million  which was financed from operating cash.  The Company  is
currently pursuing a second location in the Philippines.  Capital
expenditures for the Philippines expansion are estimated to be $6-
7  million for 1996 and will be financed from operating cash and,
if needed, short-term borrowings.

Management  believes  that current internal cash  flows  together
with  available cash, available credit facilities or, if  needed,
the  proceeds  from the sale of additional equity, would  provide
sufficient financing support for capital spending needs and other
working  capital  requirements for the  foreseeable  future.   At
September  30,  1996,  the  Company  had  available  for   future
borrowings  $50  million  under  an  unsecured  line  of   credit
agreement at a floating interest rate equal to the bank's cost of
funds  rate  plus  .625% and an additional $15 million  under  an
unsecured  line  of  credit agreement with a  second  bank  at  a
similar  interest  rate.   No borrowings were  outstanding  under
these  facilities  at  September  30,  1996.   Additionally,  the
Company  has  no  significant financial  commitments  outstanding
other than those required in the normal course of business.

Foreign Currency Activity
During  the  fourth quarter of 1994, the Company began  invoicing
its  customers  in  Great Britain, France and  Germany  in  their
respective local currencies.  During the second quarter of  1996,
the  Company  began invoicing certain of its Japan  customers  in
Yen.   Realized  and unrealized transaction gains or  losses  are
included in the results of operations and are measured based upon
the effect of changes in exchange rates on the actual or expected
amount of functional currency cash flows.  Transaction gains  and
losses were not material to the results of operations during  the
third quarter and first nine months of 1996 and 1995.

At September 30, 1996, the Company's unhedged foreign currency
accounts receivable, by currency, were as follows:

     British Pounds - 2,721,000 (approx. US$4,225,000)
     French Francs - 10,768,000 (approx. US$2,090,000)
     German Marks -   5,565,000 (approx. US$3,660,000)
     Japanese Yen - 349,233,000 (approx. US$3,325,000)
     
Total  gross  accounts  receivable  at  September  30,  1996  was
approximately   $112,266,000.    The   Company   had    non-trade
receivables    of    2,960,000   Irish   Pounds    (approximately
US$4,725,000), as well as Irish Pound denominated liabilities  of
4,850,000  (approximately US$7,750,000).  The  Company  also  had
liabilities   denominated  in  various  European  currencies   of
US$1,630,000,   as  well  as  Yen  denominated   liabilities   of
approximately US$20,000.

The Company continually reviews its foreign exchange exposure and
considers  various  risk  management  techniques  including   the
netting  of  foreign  currency receipts and  disbursements,  rate
protection  agreements  with  customers/vendors  and  derivatives
arrangements, including foreign exchange contracts.  The  Company
presently   does  not  utilize  rate  protection  agreements   or
derivatives arrangements.

The Company's rationale for not hedging its foreign currency risk
exposure  through  derivatives  arrangements  is  based  on   the
assessment  that  the  net  foreign  currency  position  was  not
material  to the financial condition or results of operations  of
the  Company  at September 30, 1996 and, to a lesser  degree,  an
assessment  that the risk of loss from exchange rate fluctuations
was  not  material based upon available forecasts  of  short-term
exchange rate movements for the currencies noted above.

Legal Proceedings
As  initially  reported in Report on Form 10-Q  for  the  quarter
ended June 30, 1995, several purported class action lawsuits were
filed  in  the United States District Court for the  District  of
Rhode Island in which the Company was named as a defendant, along
with certain of its officers.  The lawsuits relate to disclosures
made by the Company in its public filings and press releases  and
assert  violations  of federal securities laws.   The  plaintiffs
seek  unspecified  damages, interest, costs and  fees.   In  mid-
February 1996, a derivative lawsuit was filed by two shareholders
on  behalf  and  for the benefit of the Company  against  certain
present  and former officers and/or directors of the  Company  in
the Superior Court of Suffolk County, Massachusetts.  The Company
was  also  named  as a nominal defendant.  The derivative  action
plaintiffs  allege that the individual defendants  in  that  case
traded  in the stock of the Company allegedly in breach of  their
fiduciary duty to the Company.  It is possible that other  claims

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<PAGE>

may  be made against the Company in these actions or that related
allegations  could  be  made  that  could  give  rise  to   other
consequences.   The  Company intends  to  defend  these  lawsuits
vigorously  and any similar lawsuits that may be filed;  however,
the ultimate outcome of these matters cannot yet be determined.

No  provision for any liability that may result from the  actions
has  been  recognized  in  the consolidated  condensed  financial
statements included in Item 1 of this Report.

Factors That May Affect Future Performance
This  document  contains  forward-looking  statements  based   on
current   expectations  that  involve  a  number  of  risks   and
uncertainties.  The factors that could cause  actual  results  to
differ   materially  include  the  following:  general   economic
conditions and growth rates in the power protection industry  and
related  industries, including but not limited to the PC,  server
and   networking  industries;  competitive  factors  and  pricing
pressures; changes in product mix; changes in the seasonality  of
demand  patterns;  the timely development and acceptance  of  new
products;  inventory  risks  due  to  shifts  in  market  demand;
component  constraints  and  shortages;  risk  of  nonpayment  of
accounts  receivable;  ramp-up  and  expansion  of  manufacturing
capacity  and  the  risks described from  time  to  time  in  the
Company's filings with the Securities and Exchange Commission.


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                                                  FORM 10-Q
                                                  SEPTEMBER 30, 1996


PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8 - K

(A)  EXHIBITS:

EXHIBIT NO. 11 - COMPUTATION OF EARNINGS PER SHARE (PAGE 14)
EXHIBIT NO. 27 - FINANCIAL DATA SCHEDULE

(B)  REPORTS ON FORM 8-K

NO REPORT ON FORM 8-K WAS FILED BY AMERICAN POWER CONVERSION
CORPORATION DURING THE QUARTER ENDED SEPTEMBER 30, 1996.





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<PAGE>
                                                  FORM 10-Q
                                                  SEPTEMBER 30, 1996


                           SIGNATURES


      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT
OF  1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.


              AMERICAN POWER CONVERSION CORPORATION


                       /s/ Donald M. Muir
                 --------------------------------

                                           Date: November 8, 1996
                         Donald M. Muir
                     CHIEF FINANCIAL OFFICER
          (PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER)





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