<PAGE>
   As filed with the Securities and Exchange Commission on March 7, 1997
                                                Registration No. 333-______


                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549
                 ________________________________________
                                 FORM S-3
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                 ________________________________________
                   AMERICAN POWER CONVERSION CORPORATION
          (Exact name of Registrant as specified in its charter)
        Massachusetts                             04-2722013
 (State or other jurisdiction                  (I.R.S. Employer
of incorporation or organization)            Identification Number)

                           132 Fairgrounds Road
                    West Kingston, Rhode Island  02892
                              (401) 789-5735
            (Address, including zip code, and telephone number,
     including area code, of Registrant's principal executive offices)
                 ________________________________________
                          Rodger B. Dowdell, Jr.
                   President and Chief Executive Officer
                           132 Fairgrounds Road
                    West Kingston, Rhode Island  02892
                              (401) 789-5735
         (Name, address, including zip code, and telephone number,
                including area code, of agent for service)
                 ________________________________________
                                COPIES TO:
                       William B. Simmons, Jr., ESQ.
                      Testa, Hurwitz & Thibeault, LLP
                    High Street Tower, 125 High Street
                       Boston, Massachusetts  02110
                              (617) 248-7000
  Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
  If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
  If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. [ x ]
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration number of the
earlier effective registration statement for the same offering. [ ]
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
  If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, check the following box. [ ]
                 ________________________________________
                      CALCULATION OF REGISTRATION FEE
   Title of    Amount to be      Proposed       Proposed      Amount of
 Shares to be   registered       maximum         maximum     registration
  registered                  offering price    aggregate       fee(2)
                               per share(1)     offering
                                                price(1)
Common Stock,                                               
$.01
par value         480,144        $19.375       $9,302,790     $2,819.03
                  shares

(1)    Estimated solely for purposes of calculating the registration fee
  pursuant to Rule 457 under the Securities Act of 1933.
(2)    Pursuant to Rule 457(c) of the Securities Act of 1933, the
  registration fee has been calculated based upon the average of the high
  and low prices per share of Common Stock reported on the Nasdaq National
  Market on March 5, 1997.
                 ________________________________________
      The Registrant hereby amends this Registration Statement on such date
or  dates  as  may  be  necessary to delay its  effective  date  until  the
Registrant  shall file a further amendment which specifically  states  that
this Registration Statement shall thereafter become effective in accordance
with  Section  8(a) of the Securities Act of 1933 or until the Registration
Statement  shall  become effective on such date as the  Commission,  acting
pursuant to said Section 8(a), may determine.

<PAGE>
                          _______________________
                                     
                                     
                                PROSPECTUS
                                     
                              480,144 SHARES
                                     
                   AMERICAN POWER CONVERSION CORPORATION
                                     
                               COMMON STOCK
                          _______________________

      This  Prospectus relates to the sale of up to an aggregate of 480,144
shares  (the "Shares") of the common stock, par value $.01 per  share  (the
"Common  Stock"), of American Power Conversion Corporation, a Massachusetts
corporation  ("APC"  or  the  "Company"), by certain  stockholders  of  the
Company   (collectively,   the   "Selling  Stockholders").    The   Selling
Stockholders  may  sell  the Shares from time  to  time  at  market  prices
prevailing  at  the  time of sale or at prices otherwise  negotiated.   The
Selling  Stockholders  and certain persons who purchase  shares  from  them
including  broker-dealers acting as principals who may resell  the  Shares,
may be deemed "underwriters," as such term is defined in the Securities Act
of 1933, as amended (the "Securities Act").  See "Plan of Distribution."
      The Company will not receive any of the proceeds from the sale of the
Shares.  The Company is responsible for the expenses incurred in connection
with the registration of the Shares.  The Selling Stockholders will pay  or
assume brokerage commissions or other similar charges incurred in the  sale
of the Shares.
      The  Company's  Common Stock is listed on the Nasdaq National  Market
under the symbol "APCC."  The last reported sale price for the Common Stock
on  March 6, 1997 was $19.625 per share, as reported by the Nasdaq National
Market.
                              _______________
AN  INVESTMENT  IN  THESE  SECURITIES INVOLVE  CERTAIN  RISKS.   SEE  "RISK
FACTORS" BEGINNING ON PAGE 5.
                              _______________
THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY  THE  SECURITIES
AND  EXCHANGE  COMMISSION OR ANY STATE SECURITIES COMMISSION  NOR  HAS  THE
SECURITIES  AND  EXCHANGE  COMMISSION OR ANY  STATE  SECURITIES  COMMISSION
PASSED   UPON   THE   ACCURACY  OR  ADEQUACY  OF  THIS   PROSPECTUS.    ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                              _______________
     The date of this Prospectus is                            , 1997.

<PAGE>
                      AVAILABLE INFORMATION
                                
      The Company is subject to the informational requirements of
the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"),   and   in  accordance  therewith  files  reports,   proxy
statements and other information with the Securities and Exchange
Commission  (the  "Commission").  Reports, proxy  statements  and
other  information  filed by the Company  may  be  inspected  and
copied  at  the  public reference facilities  maintained  by  the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549  and
at the Commission's regional offices located at Seven World Trade
Center,  13th  Floor, New York, New York 10048, and  at  Citicorp
Center,  500  West Madison Street, Suite 1400, Chicago,  Illinois
60661.   Copies  may also be obtained from the  Public  Reference
Section  of the Commission at 450 Fifth Street, N.W., Washington,
D.C.  20549 at prescribed rates. The Commission also maintains  a
World  Wide Web site that contains reports, proxy and information
statements and other information regarding registrants that  file
electronically    with   the   Commission    at    the    address
"http://www.sec.gov."  The Common Stock of the Company is  listed
on  the  Nasdaq  National Market.  Reports, proxy statements  and
other information concerning the Company may also be inspected at
the  offices  of the National Association of Securities  Dealers,
Inc. located at 1735 K Street, N.W., Washington, D.C. 20006.

      The  Company  has filed with the Commission a  Registration
Statement  on  Form  S-3 (including all amendments  thereto,  the
"Registration Statement") under the Securities Act, with  respect
to  the  Common Stock offered hereby.  This Prospectus  does  not
contain  all information set forth in the Registration Statement,
certain  parts of which are omitted in accordance with the  rules
and  regulations  of  the  Commission.  For  further  information
regarding  the  Company  and  the Common  Stock  offered  hereby,
reference is hereby made to the Registration Statement and to the
exhibits and schedules filed therewith.  Statements contained  in
this  Prospectus regarding the contents of any agreement or other
document  filed as an exhibit to the Registration  Statement  are
not  necessarily complete, and in each instance reference is made
to  the  copy  of  such  document filed  as  an  exhibit  to  the
Registration  Statement, each such statement being  qualified  in
all  respects  by  such  reference.  The Registration  Statement,
including the exhibits and schedules thereto, may be inspected at
the  public reference facilities maintained by the Commission  at
450  Fifth Street, N.W., Washington, D.C. 20549 and copies of all
or any part thereof may be obtained from such office upon payment
of the prescribed fees.

      The  Company will provide without charge to each person  to
whom a Prospectus is delivered, on the written or oral request of
any  such  person,  a  copy  of  any  or  all  of  the  documents
incorporated  by  reference herein (other than exhibits  to  such
documents  unless such exhibits are specifically incorporated  by
reference into such documents).  Requests for such copies  should
be   directed  to  Donald  M.  Muir,  American  Power  Conversion
Corporation,  132 Fairgrounds Road, West Kingston,  Rhode  Island
02892, telephone number (401) 789-5735.

                                
        INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
                                
      The  following  documents filed by  the  Company  with  the
Commission pursuant to the Exchange Act are incorporated in  this
Prospectus by reference (File No. 333-_______):

     1.   The Company's Annual Report on Form 10-K for the fiscal
          year  ended December 31, 1995, as amended by  Amendment
          No. 1 on Form 10-K/A filed on April 30, 1996.
          
     2.   The  Company's Quarterly Report on Form  10-Q  for  the
          quarter ended March 31, 1996.

                                     2
<PAGE>          
     3.   The  Company's Quarterly Report on Form  10-Q  for  the
          quarter ended June 30, 1996.
          
     4.   The  Company's Quarterly Report on Form  10-Q  for  the
          quarter ended September 30, 1996.
          
     5.   The description of the Company's Common Stock contained
          in  the  Company's Registration Statement on  Form  8-A
          filed pursuant to Section 12(g) of the Exchange Act  on
          August 29, 1988.
          
      All documents subsequently filed by the Company pursuant to
Section  13(a), 13(c), 14 or 15(d) of the Exchange Act, prior  to
the termination of the offering of the Shares, shall be deemed to
be  incorporated by reference in this Prospectus and made a  part
hereof  from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated
by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent  that  a
statement  contained  herein or in any other  subsequently  filed
document  which  is also deemed to be incorporated  by  reference
herein  or  in  any prospectus supplement modifies or  supersedes
such  statement.   Any such statement so modified  or  superseded
shall  not  be  deemed, except as so modified or  superseded,  to
constitute a part of this Prospectus.
      
                                 3
<PAGE>                       
                           THE COMPANY
                                
                                
                       RECENT DEVELOPMENTS
                                
      Systems  Enhancement Corporation Acquisition.  On  February
14,  1997, the Company acquired all of the outstanding shares  of
capital   stock  of  Systems  Enhancement  Corporation  ("Systems
Enhancement"), a Missouri corporation, (the "Merger") pursuant to
an  Agreement and Plan of Merger and Reorganization dated  as  of
February  14,  1997 (the "Merger Agreement"), among the  Company,
Blue Acquisition Corporation, a Delaware corporation and a wholly-
owned subsidiary of the Company, Systems Enhancement and the  six
stockholders of Systems Enhancement.  The Merger was accomplished
through  an  exchange of 480,144 shares of the  Company's  Common
Stock  for  all  outstanding shares of capital stock  of  Systems
Enhancement.  The Merger has been accounted for as a  pooling-of-
interests.  The purchase price and terms of  the transaction were
determined in arms-length negotiations.  Systems Enhancement is a
developer of network power management products.

      The  Selling  Stockholders represented to the  Company,  in
connection  with the completion of the Merger, that such  Selling
Stockholder was acquiring the Shares from the Company without any
present  intention of effecting a distribution of  those  Shares.
In  recognition of the fact, however, that investors may want  to
be  able to sell their shares when they consider appropriate, the
Company  agreed  to  file  with  the  Commission  a  registration
statement  on Form S-3 (of which this Prospectus is  a  part)  to
permit  the public sale of the Shares by the Selling Stockholders
from  time  to time and to use reasonable commercial  efforts  to
keep  the  registration statement effective until the earlier  of
the sale of the Shares pursuant to the Registration Statement  or
February  14, 1999 (being the second anniversary of the effective
date  of  the  Merger).  The Company will prepare and  file  such
amendments and supplements to the registration statement  as  may
be  necessary to keep it effective until the earlier of the  sale
of  all  Shares pursuant to the registration statement  or  until
February  14, 1999.  Notwithstanding the foregoing, each  of  the
Selling  Stockholders  have entered into an  Affiliate  Agreement
pursuant to which such Selling Stockholder has agreed not to sell
any of the Shares until such time as results covering at least 30
days   of   combined  operations  of  the  Company  and   Systems
Enhancement have been published by the Company, in the form of  a
quarterly  or  annual earnings report, an effective  registration
statement  filed with the Commission, a report to the  Commission
on  Form  10-K,  10-Q  or  8-K, or any  other  public  filing  or
announcement  (including  a  press release)  which  includes  the
combined results of operations.

                                4
<PAGE>
                          RISK FACTORS
                                
      In  addition  to  the other information presented  in  this
Prospectus and the information incorporated in this Prospectus by
reference,  the  following  risk  factors  should  be  considered
carefully  in  evaluating  the Company and  its  business  before
purchasing the Common Stock offered hereby.

     Fluctuations in Revenue and Operating Results. The Company's
quarterly operating results may fluctuate as a result of a number
of factors, including the growth rates in the UPS industry and
related industries; timing of orders from, and shipments to,
customers; the timing of new product introductions and the market
acceptance of those products; increased competition; changes in
manufacturing costs; changes in the mix of product sales;
inventory risks due to shifts in market demand; component
constraints and shortages; risks of nonpayment of accounts
receivable; expansion of manufacturing capacity; factors
associated with international operations; and changes in world
economic conditions.

     Management of Growth.  The Company has experienced, and is
currently experiencing, a period of rapid growth which has
placed, and could continue to place, a significant strain on the
resources of the Company.  In order to support the growth of its
business, the Company plans to significantly expand its level of
operations during 1997.  If the Company's management is unable to
manage growth effectively, the Company's operating results could
be adversely affected.

     Competition.  The Company believes it is one of five global
companies providing a full range of UPS products and services in
the 0 to 5kva market.  The UPS industry, however, is highly
competitive on both a worldwide basis and a regional geographic
basis.   The Company competes, and will continue to compete, with
several U.S. and foreign firms with respect to UPS products, both
on a worldwide basis and in various geographical regions, and
within individual UPS product and application niches. The Company
expects competition to increase in the future from existing
competitors and a number of companies which may enter the
Company's existing or future markets.  Increased competition
could adversely affect the Company's revenue and profitability
through price reductions and loss of market share. The principal
competitive factors in the UPS industry are product performance
and quality, marketing and access to distribution channels,
customer services, product design and price. Some of the
Company's current and potential competitors have substantially
greater financial, technical, sales and marketing resources than
the Company.  There can be no assurance that the Company will be
able to continue to compete successfully with its existing
competitors or will be able to compete successfully with new
competitors.

     Technological Change; New Product Delays; Risks of Product
Defects.  The market for the Company's products is characterized
by rapidly changing technology, evolving industry standards and
frequent new product introductions.  Current competitors or new
market entrants may develop new products with features that could
adversely affect the competitive position of the Company's
products.  There can be no assurance that the Company will be
successful in selecting, developing, manufacturing and marketing
new products or enhancing its existing products or that the
Company will be able to respond effectively to technological
changes, new standards or product announcements by competitors.
The timely availability of new products and enhancements, and
their acceptance by customers are important to the future success
of the Company.  Delays in such availability or a lack of market
acceptance could have an adverse affect on the Company.
Although the Company has not experienced material adverse effects
resulting from product defects, there can be no assurance that,
despite testing internally or by current or potential customers,
defects will not be found in products, resulting in loss or delay
in market acceptance, which could have a material adverse effect
upon the Company's business, operating results and financial
condition.

                               5
<PAGE>
     Dependence on Key Employees.  The Company's success depends
to a significant degree upon the continuing contributions of its
key management, sales, marketing, research and development and
manufacturing personnel, many of whom would be difficult to
replace.  The Company does not have employment contracts with
most of its key personnel.  The Company believes that its future
success will depend in large part upon its ability to attract and
retain highly-skilled hardware and software engineers, and
management, sales and marketing personnel.  Competition for such
personnel is intense, and there can be no assurance that the
Company will be successful in attracting and retaining such
personnel.  Failure to attract and retain key personnel could
have a material adverse effect on the Company's business,
operating results and financial condition.

     Foreign Operations; Risk of Currency Fluctuations.

     The Company manufactures and markets its products worldwide
through several foreign subsidiaries and independent agents.  The
Company's worldwide operations are subject to the risks normally
associated with foreign operations including, but not limited to,
the disruption of markets, changes in export or import laws,
restrictions on currency exchanges, potentially negative tax
consequences and the modification or introduction of other
governmental policies with potentially adverse effects.

     International sales (sales to customers outside the United
States, both direct and indirect) accounted for approximately
41.7%, 39.7% and 35.5% of the Company's net sales in 1996, 1995
and 1994, respectively.  The Company anticipates that
international sales will continue to account for a significant
portion of revenue.  During 1994, the Company began invoicing its
customers in Great Britain, France and Germany in their
respective local currencies and during the second quarter of 1996
began invoicing its customers in Japan in Yen.  To date, the
Company does not utilize any rate protection agreements or
derivative agreements to hedge any foreign exchange exposure.
Accordingly, the Company may be exposed to exchange losses based
upon currency exchange rate fluctuations, which losses could have
a materially adverse effect on the Company's operating results.

     Dependence on Sole Source Suppliers.  Some components of the
Company's products are currently obtained from single sources.
There can be no assurance that in the future the Company's
suppliers will be able to meet the Company's demand for
components in a timely and cost-effective manner. The Company
generally purchases these single or limited source components
pursuant to purchase orders and has no guaranteed supply
arrangements with the suppliers.  In addition, the availability
of many of these components to the Company is dependent in part
on the ability of the Company to provide the suppliers with
accurate forecasts of future requirements.  The Company has
generally been able to obtain adequate supplies of parts and
components in a timely manner from existing sources. The
Company's operating results and customer relationships could be
adversely affected by either an increase in prices for, or an
interruption or reduction in supply of, any key components.

     Uncertainties Regarding Patents and Protection of
Proprietary Technology.  The Company's success will depend, to a
large extent, on its ability to protect its proprietary
technology.  The Company relies on a combination of contractual
rights, trade secrets and copyrights to protect its proprietary
rights.  Although the Company may apply for patents in the
future, there can be no assurance that the Company's intellectual
property protection will be sufficient to prevent competitors
from developing similar technology.  Moreover, in the absence of
patent protection, the Company's business may be adversely
affected by competitors that independently develop functionally
equivalent technology.  The Company attempts to ensure that its

                               6
<PAGE>
products and processes do not infringe patents and other
proprietary rights, but there can be no assurance that such
infringement may not be alleged by third parties in the future.
If infringement is alleged, there can be no assurance that the
necessary licenses would be available on acceptable terms, if at
all, or that the Company would prevail in any such challenge.

     Integration of Acquired Businesses. The Company consummated
its acquisition of Systems Enhancement in February 1997.  Systems
Enhancement currently operates as a wholly-owned subsidiary of
the Company.   The Company has limited experience in integrating
acquired companies or technologies into its operations. The
Company may from time to time pursue the acquisition of other
companies, assets, products or technologies.  There can be no
assurance that products, technologies, distribution channels, key
personnel and businesses of  Systems Enhancement or any other
acquired companies will be successfully integrated into the
Company's business or product offerings, or that such integration
will not adversely affect the Company's business, financial
condition or results of operations.  There can be no assurance
that any acquired companies, assets, products or technologies
will contribute significantly to the Company's sales or earnings,
that the sales and earnings from acquired businesses will not be
adversely affected by the integration process or other factors.
If the Company is not successful in the integration of such
acquired businesses, there could be an adverse impact on the
financial results of the Company. There can be no assurance that
the Company will continue to be able to identify and consummate
suitable acquisition transactions in the future.

     Possible Volatility of Stock Price.  The market price of the
Company's Common Stock has been, and may continue to be,
extremely volatile.  The trading price of the Company's Common
Stock could be subject to wide fluctuations in response to
quarter-to-quarter variations in operating results, changes in
earnings estimates by analysts, announcements of technological
innovations or new products by the Company or its competitors,
challenges associated with integration of businesses and other
events or factors.  In addition, the stock market has from time
to time experienced extreme price and volume fluctuations which
have particularly affected the market price for many high
technology companies and which often have been unrelated to the
operating performance of these companies.  These broad market
fluctuations may adversely affect the market price of the
Company's Common Stock.

                                7

<PAGE>


                                
                         USE OF PROCEEDS
                                
      The  Company will not receive any of the proceeds from  the
sale of the Shares by the Selling Stockholders.

                      SELLING STOCKHOLDERS

     The following table sets forth certain information regarding
ownership of the Common Stock of APC as of February 14, 1997  and
the  number of Shares that may be offered for the account of  the
Selling   Stockholders   or   their  transferees,   distributees,
pledgees,  donees or other successors in interest  from  time  to
time.  All  of  the  shares  offered  hereby  were  acquired   in
connection with the APC acquisition of Systems Enhancement.   See
"Plan of Distribution."

<TABLE>                                                               
                              Common Stock    Shares     Common Stock
                              Owned Prior   to be Sold   Owned After
                                 to the       in the         the
   Selling Stockholder          Offering    Offering(1)  Offering(2)
                                                               
   <S>     <C>                <C>          <C>                <C>
   Rollie R. Johnson          86,426       86,426             *
   Richard J. Johnson         86,426       86,426             *
   Robert J. Johnson          86,426       86,426             *
   James R. Johnson           86,426       86,426             *
   Patrick R. Johnson         86,426       86,426             *
   Jacqueline A. Rigman       48,014       48,014             *
                                                                     
   TOTAL                      480,144      480,144             
</TABLE>
   -------------------------
   *See Footnote 2 below

       (1)  Assumes that all of the Shares owned by each Selling
       Stockholder and offered under this Prospectus are sold
       during the distribution period.
       (2)  Because the Selling Stockholders or their
       transferees, distributees, pledges, donees or other
       successors in interest may sell all or any part of their
       Shares pursuant to this Prospectus, no estimate can be
       given as to the number of Shares that will be held by
       each  Selling Stockholder upon termination of this
       offering.  However, prior to the offering each Selling
       Stockholder held less than one percent (1%) of APC's
       outstanding shares of Common Stock, based on shares of
       Common Stock outstanding as of February 14, 1997.

                                8
<PAGE>                                
                      PLAN OF DISTRIBUTION
                                
     The Shares offered hereby may be sold from time to time by
the Selling Stockholders acting as principals for their own
account.  The Company is responsible for the expenses incurred in
connection with the registration of the Shares.  The Company will
receive none of the proceeds from this offering.  The Selling
Stockholders will pay or assume brokerage commissions or other
charges and expenses incurred in the sale of the Shares.  In
addition, the Company has agreed to indemnify the Selling
Stockholders against certain liabilities, including liabilities
under the Securities Act, and, in the event that any offering is
made by the Selling Stockholders through underwriters, to agree
to indemnify such underwriters for such liabilities.

     The distribution of the Shares by the Selling Stockholders
is not currently subject to any underwriting agreement.  The
Shares covered by this Prospectus may be sold by the Selling
Stockholders or their transferees, distributees, pledgees,
donees, or other successors in interest from time to time.  Such
sales may be made at fixed prices that may be changed, at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices.  Such sales
may be effected in the over-the-counter market, on the National
Association of Securities Dealers Automated Quotation System, on
the Nasdaq National Market, or on any exchange on which the
Shares may then be listed.  The Shares may be sold by one or more
of the following:  (a) one or more block trades in which a broker
or dealer so engaged will attempt to sell all or a portion of the
Shares held by the Selling Stockholders as agent but may position
and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this
Prospectus; (c) ordinary brokerage transactions and transactions
in which the broker solicits purchasers; (d) in negotiated
transactions; and (e) through other means.  The Selling
Stockholders may effect such transactions by selling Shares to or
through broker-dealers, and such broker-dealers will receive
compensation in negotiated amounts in the form of discounts,
concessions, commissions or fees from the Selling Stockholders
and/or the purchasers of the Shares for whom such broker-dealers
may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in
excess of customary commissions).  Such brokers or dealers or the
participating brokers or dealers and the Selling Stockholders may
be deemed to be "underwriters" within the meaning of the
Securities Act, in connection with such sales, and any
commissions received by such broker-dealers may be deemed to be
underwriting compensation.

      Any  shares covered by the Prospectus that qualify for sale
pursuant  to Rule 144 under the Securities Act may be sold  under
Rule 144 rather than pursuant to this Prospectus.

     The Selling Stockholders are not restricted as to the price
or prices at which they may sell their Shares.  Sales of such
Shares at less than the market prices may depress the market
price of the Company's Common Stock.  During the effective time
of this Prospectus, the Selling Stockholders have agreed to
potential restrictions on resale if notified by the Company of a
potential material event that could have a material effect on the
Company's business and financial condition, a period commencing
upon such notice and ending upon notice by the Company that such
potential material event either has been disclosed to the public
or no longer constitutes a potential material event.  The Selling
Stockholders are not restricted as to the number of Shares which
may be sold at any one time, and it is possible that a
significant number of Shares could be sold at the same time.

     Boston EquiServe L.P., 150 Royall Street, Canton,
Massachusetts 02021, is the transfer agent for the Company's
Common Stock.

                                9
<PAGE>                                
                          LEGAL MATTERS
                                
      Certain legal matters with respect to the issuance  of  the
Shares are being passed upon for the Company by Testa, Hurwitz  &
Thibeault, LLP, Boston, Massachusetts.

                                
                             EXPERTS
                                


     The consolidated balance sheets of American Power Conversion
Corporation  as  of December 31, 1995 and 1994  and  the  related
consolidated  statements of income, cash flows and  shareholders'
equity  for each of the three years in the period ended  December
31,  1995  included in the Company's Annual Report on  Form  10-K
have  been incorporated by reference herein in reliance upon  the
report  of  KPMG  Peat Marwick LLP, independent certified  public
accountants,  and upon the authority of said firm as  experts  in
accounting and auditing.

                                 10
<PAGE>                                       







                                       

No person has been authorized                   480,144 Shares
to give any information or to                          
make any representation other                          
than those contained in this                           
Prospectus and, if given or                            
made, such information or                              
representation must not be                AMERICAN POWER CONVERSION
relied upon as having been                       CORPORATION
authorized by the Company, any                         
Selling Stockholder or any                             
other person.  This Prospectus                         
does not constitute an offer                           
to sell or a solicitation of                           
an offer in any jurisdiction                           
in which such offer or                           COMMON STOCK
solicitation would be unlawful
or to any person to whom it is
unlawful.  Neither the
delivery of this Prospectus
nor any sale made hereunder
shall, under any
circumstances, create an
implication that there has
been no change in the affairs
of the Company or that
information contained herein
is correct as of any time
subsequent to this date
hereof.
                                       
         ___________                              __________
                                       
      TABLE OF CONTENTS                           PROSPECTUS
                               Page               __________
Available Information                  
Incorporation of Certain               
 Information by Reference
The Company                            
Recent Developments                    
Risk Factors                           
Use of Proceeds                        
Selling Stockholders                   
Plan of Distribution                           __________, 1997
Legal Matters                          
Experts                                
                                       
                                       
<PAGE>

                             PART II
             INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

     Estimated expenses (other than underwriting discounts and
commissions) payable in connection with the sale of the Common
Stock offered hereby are as follows:
<TABLE>
   <S>                                      <C>
   SEC Registration Fee                     $ 2,819.03
   Nasdaq Filing Fee                          9,602.88
   Legal fees and expenses                   20,000.00
   Accounting fees and expenses              20,000.00
   Blue Sky fees and expenses (including 
     legal fees)                              2,000.00
   Printing Fees                              5,000.00

   Total                                    $59,421.91
</TABLE>
   The Company will bear all expenses shown above.

Item 15.  Indemnification of Directors and Officers.

     Section 67 of the Massachusetts Business Corporation Law
("Section 67") provides that a corporation may indemnify its
directors and officers to the extent specified in or authorized
by (i) the articles of organization, (ii) a by-law adopted by the
stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election
of directors.  In all instances, the extent to which a
corporation provides indemnification to its directors and
officers under Section 67 is optional. The Company's By-laws
provide that each director and officer shall be indemnified by
the Company against liabilities and expenses in connection with
any legal proceeding to which such officer or director may become
a party by reason of being or having been an officer or director,
provided that such officer or director acted in good faith in the
reasonable belief that his or her action was in the best
interests of the Company.  Reference is made to the Company's By-
laws filed as Exhibit 3.02 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1991 (File No. 0-
17126).

     The Company maintains director and officers liability
insurance for the benefit of its directors and officers.

Item 16.  Exhibits.

     4.01 Articles of Organization of the Company, as
          amended (filed as Exhibit 3.01 to the Company's Annual
          Report on Form 10-K for the fiscal year ended December
          31, 1994 (File No. 1-12432) and incorporated herein by
          reference)
     4.02 By-laws of the Company (filed as Exhibit 3.02 to the
          Company's Annual Report on Form 10-K for the fiscal year 
          ended December 31, 1991 (File No. 0-17126) and
          incorporated herein by reference)
     5.01 Opinion of Testa, Hurwitz & Thibeault, LLP
    23.01 Consent of KPMG Peat Marwick LLP
    23.02 Consent of Testa, Hurwitz & Thibeault, LLP (included in
          Exhibit 5.01)
    24.01 Power of Attorney (included as part of the signature
          page to this Registration Statement)

                              II-1
<PAGE>
Item 17.  Undertakings.

The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this Registration
     Statement:

          (i)  to include any prospectus required by
          Section 10(a)(3) of the Securities Act of 1933;

          (ii) to reflect in the prospectus any facts or events
          arising after the effective date of this Registration
          Statement (or the most recent post-effective amendment
          thereof) which, individually or in the aggregate,
          represent a fundamental change in the information set
          forth in this Registration Statement.  Notwithstanding
          the foregoing, any increase or decrease in volume of
          securities offered (if the total dollar value of
          securities offered would not exceed that which was
          registered) and any deviation from the low or high and
          of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the
          Commission pursuant to Rule 424(b) if, in the
          aggregate, the changes in volume and price represent no
          more than 20 percent change in the maximum aggregate
          offering price set forth in the "Calculation of
          Registration Fee" table in the effective registration
          statement; and

          (iii)     to include any material information with
          respect to the plan of distribution not previously
          disclosed in the Registration Statement or any material
          change to such information in this Registration
          Statement.

(2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment
     shall be deemed to be a new registration statement relating
     to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which
     remain unsold at the termination of the offering.

     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where appropriate, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,

                            II-2
<PAGE>
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.

     The undersigned registrant hereby undertakes that:

     (1)  For purposes of determining any liability under the
     Securities Act of 1933, the information omitted from the
     form of prospectus filed as part of this registration
     statement in reliance upon Rule 430A and contained in a form
     of prospectus filed by the registrant pursuant to Rule
     424(b)(1) or (4) or 497(h) under the Securities Act shall be
     deemed to be part of this registration statement as of the
     time it was declared effective.
     
     (2)  For the purpose of determining any liability under the
     Securities Act of 1933, each post-effective amendment that
     contains a form of prospectus shall be deemed to be a new
     registration statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering
     thereof.
     
                              II-3     
<PAGE>                                
                           SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in West
Kingston, Rhode Island on March 7, 1997.

                                AMERICAN POWER CONVERSION CORPORATION


                                By: /s/ Rodger B. Dowdell, Jr.
                                     Rodger B. Dowdell, Jr.
                                     President and Chief Executive Officer


                POWER OF ATTORNEY AND SIGNATURES
                                
We, the undersigned officers and directors of American Power
Conversion Corporation, hereby severally constitute and appoint
Rodger B. Dowdell, Jr. and Donald Muir, and each of them singly,
our true and lawful attorneys, with full power to them and each
of them singly, to sign for us in our names in the capacities
indicated below, all pre-effective and post-effective amendments
to this registration statement, and generally do all things in
our names and on our behalf in such capacities to enable American
Power Conversion Corporation to comply with the provisions of the
Securities Act of 1933 and all requirements of the Securities and
Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.


Signature                  Title(s)                    Date

/s/ Rodger B. Dowdell, Jr. President, Chief Executive  March 7, 1997
                           Officer and Chairman of
 Rodger B. Dowdell, Jr.    the Board of Directors
                           (Principal Executive
                           Officer)
/s/ Donald M. Muir         Chief Financial Officer     March 7, 1997
 Donald M. Muir            (Principal Financial and
                           Accounting Officer)
                           
/s/ Emanuel E. Landsman    Vice President, Clerk and   March 7, 1997
 Emanuel E. Landsman       Director                    
                           
                           
                           
/s/ Neil E. Rasmussen      Vice President and          March 7, 1997
Neil E. Rasmussen          Director                    
                           
                                 II-4                                          
<PAGE>                           
/s/ Ervin F. Lyons         Director                    March 7, 1997
Ervin F. Lyons                                         
                           
                           
/s/ James D. Gerson        Director                    March 7,1997
 James D. Gerson                                       

                                II-5
<PAGE>
                          EXHIBIT INDEX
                                
Exhibit     Description of Exhibit
No.         

4.01        Articles of Organization of the Company, as
            amended (filed as Exhibit 3.01 to the Company's Annual
            Report on Form 10-K for the fiscal year ended December
            31, 1994 (File No. 1-12432) and incorporated herein by
            reference)
4.02        By-laws of the Company (filed as Exhibit 3.02 to
            the Company's Annual Report on Form 10-K for the fiscal
            year ended December 31, 1991 (File No. 0-17126) and
            incorporated herein by reference)
5.01        Opinion of Testa, Hurwitz & Thibeault, LLP
23.01       Consent of KPMG Peat Marwick LLP
23.02       Consent of Testa, Hurwitz & Thibeault, LLP (included in
            Exhibit 5.01)
24.01       Power of Attorney (included as part of the signature
            page to this Registration Statement)
                                
                                 II-6
<PAGE>
                                                  Exhibit 5.01





                                   March 7, 1997




American Power Conversion Corporation
132 Fairgrounds Road
West Kingston, Rhode Island  02892

     Re:  S-3 Registration Statement

Ladies and Gentlemen:

      We are counsel to American Power Conversion Corporation,  a
Massachusetts  corporation (the "Company"), and have  represented
the  Company in connection with the preparation and filing of the
Company's  Form  S-3  Registration Statement  (the  "Registration
Statement"),  covering  the  sale  to  the  public   of   up   to
480,144 shares of the Company's Common Stock, $.01 par value  per
share  (the "Shares"), being sold by certain stockholders of  the
Company.

      We  have  reviewed the corporate proceedings taken  by  the
Board   of  Directors  of  the  Company  with  respect   to   the
authorization and issuance of the Shares.  We have also  examined
and  relied  upon  originals or copies,  certified  or  otherwise
authenticated  to  our  satisfaction, of all  corporate  records,
documents,  agreements or other instruments of  the  Company  and
have  made all investigations of law and have discussed with  the
Company's  officers  all questions of fact that  we  have  deemed
necessary or appropriate.

      Based  upon  and subject to the foregoing, we  are  of  the
opinion  that the Shares are legally issued, fully paid and  non-
assessable.

      We  hereby  consent  to  the  filing  of  this  opinion  as
Exhibit  5.01 to the Registration Statement and to the  reference
to  our  firm  in  the Prospectus contained in  the  Registration
Statement under the caption "Legal Matters."

                                   Very truly yours,

                                   /s/   Testa, Hurwitz & Thibeault, LLP


                                   TESTA,  HURWITZ & THIBEAULT, LLP

<PAGE>                               

                                                    Exhibit 23.01
                                                                 
                      ACCOUNTANTS' CONSENT
                                
                                
                                
The Board of Directors
American Power Conversion Corporation:

We consent to incorporation by reference in this Registration
Statement on Form S-3 of American Power Conversion Corporation of
our reports dated February 14, 1996, relating to the consolidated
balance sheets of American Power Conversion Corporation as of
December 31, 1995 and 1994, and the related consolidated
statements of income, shareholders' equity and cash flows for
each of the years in the three-year period ended December 31,
1995, and related schedule, which reports appear in the 1995
annual report on Form 10-K of American Power Conversion
Corporation, and to the reference to our firm under the heading
"Experts" in the Registration Statement.


                              (signed) KPMG Peat Marwick LLP

Providence, Rhode Island
March 6, 1997