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                                             Exhibit 10.1











October 11, 1995





Mr. Donald Muir
Chief Financial Officer
American Power Conversion Corporation
132 Fairgrounds Road
West Kingston, Rhode Island 02892

Dear Don:

Reference is hereby made to the Loan Agreement (the
"Agreement") made as of December 30, 1991, by and between
Fleet National Bank (the "Bank") and American Power
Conversion Corporation (the "Borrower").  Reference is also
hereby made to the amendment letter made as of June 22, 1995
by and between the Bank and the Borrower (the "Amendment
Letter").  All terms defined therein shall be incorporated
by reference herein.

Whereas, Borrower desires to increase the existing unsecured
demand line of credit, with the Bank, from $25,000,000 to
$50,000,000; and

Whereas, the Bank is willing to reduce the rate of interest
charged on outstanding loans advanced pursuant to the
existing unsecured demand line of credit, as amended hereby, and

Whereas, the Bank is willing to make such a loan and rate
reduction to the Borrower subject to the terms and
conditions of this Agreement,

Now, therefore, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed by and between the Bank and the Borrower as
follows:

Section 1.1 - The Loan

Section 1.1 of the Loan Agreement, as amended by the
Amendment Letter, is amended in its entirety to read as
follows:

"Subject to the terms and conditions contained in this
Agreement, the Bank, from time to time, will make loans to
the Borrower (the "Line of Credit") up to and aggregate
principal amount advanced of Fifty Million Dollars
($50,000,000) outstanding, (the "Credit Limit").

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Section 1.2 - The Note

The first sentence of Section 1.2 of the Loan Agreement, as
amended by the Amendment Letter, is amended in its entirety
to read as follows:

"The Line of Credit will be evidenced by that certain Line
of Credit Demand Note of Borrower in the principal amount of
Fifty Million Dollars ($50,000,000) of even date herewith
(the "Note").

Section 1.4 (a) - Interest

The third paragraph of Section 1.4 (a) of the Loan
Agreement, as amended by the Amendment Letter, is amended in
its entirety to read as follows:

The "Cost of Funds Rate" means the rate of interest per
annum which is the sum of (i) the Bank's cost of funds for
periods of 7, 14, 30, 60, 90 or 180 days, as applicable, as
determined by the Bank, and in effect on the first day of
any period for which a Cost of Funds Rate is in effect and
(ii) 0.625%.

In addition, the second (2nd) sentence of Section 1.4(b) of
the Loan Agreement, as amended by the Amendment Letter, is
hereby amended in its entirety to read as follows:

If the Borrower elects the Cost of Funds Rate, the written
election shall specify a period of 7, 14, 30, 60, 90 or 180
days during which the Cost of Funds Rate shall be in effect
(the "applicable period").

The aforementioned amendment to Section 1.4 of the Loan
Agreement shall apply only to loans made after October 11,
1995.

The Line of Credit Demand Note

The Line of Credit Demand Note, as amended by the Amendment
Letter, shall be hereby amended such that all references to
a principal amount of Twenty-Five Million dollars
($25,000,000) are hereby amended to read as Fifty Million
Dollars ($50,000,000).

Except as modified hereby, the Borrower confirms, ratifies
and restates all of the representations, warranties,
covenants and agreements made and set  forth in the Loan
Agreement and the Line of Credit Demand Note and any and all
other documents executed in connection therewith.

In witness whereof, the parties hereto have caused this
amendment to the Loan Agreement to be executed as of the
date of this letter agreement.







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Witness:                      Fleet National Bank

/s/ Robert K. Brown           By: /s/ Timothy J. McCormick

                              Date: 10/11/95

/s/ Robert K. Brown           By: /s/ Neil W. Steinberg

                              Date: 10/11/95

                              American Power Conversion Corporation

/s/ Michael J. Ricci          By: /s/ Rodger B. Dowdell, Jr., CEO

                              Date: 10/13/95




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