<PAGE>                               
                           ANNUAL REPORT ON FORM 10-K
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
(Mark One)
[ X ]  ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  AND
       EXCHANGE ACT OF 1934  [FEE REQUIRED]
       For the fiscal year ended December 31, 1996
                                        
                                       or
                                        
[   ]  TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
       EXCHANGE ACT OF 1934  [NO FEE REQUIRED]
       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 Jusrisdiction of         (I.R.S. Employer 
        Incorporation or Organization)         Identification No.)
                                        
             132 FAIRGROUNDS ROAD, WEST KINGSTON, RHODE ISLAND 02892
                                  401-789-5735
          (Address and telephone number of Principal Executive Offices)

Securities registered pursuant to Section 12(b) of the Act:
              Title of Each Class            Name of Each Exchange on
                 Common Stock,                   Which Registered 
                $.01 par value                Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
                                      None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months (or for such shorter period that the  Registrant  was
required  to  file  such  reports)  and (2) has  been  subject  to  such  filing
requirements for the past 90 days.
                             YES  [ X ]    NO  [   ]

Indicate  by check mark if disclosure of delinquent filers pursuant to Item  405
of  Regulation S-K (229.405 of this chapter) is not contained herein,  and  will
not be contained, to the best of the Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K.   [  ]

The  aggregate  market value of the voting stock held by non-affiliates  of  the
Registrant  on February 27, 1997 was approximately $1,578,822,000 based  on  the
price  of  the  last  reported sale as reported by the NASDAQ  Stock  Market  on
February 27, 1997.  The number of shares outstanding of the Registrant's  Common
Stock on February 27, 1997 was 94,920,771.

Documents Incorporated by Reference
Portions  of the Registrant's definitive Proxy Statement in connection with  the
Annual Meeting of the Shareholders to be held on April 21, 1997 are incorporated
by reference in Part III hereof.

               = Exhibit Index on Sequentially Numbered Page 39 =

                                        1
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                                     Part I
Item 1. Description of Business
The Company
American  Power  Conversion  Corporation and its  subsidiaries  (the  "Company")
designs,  develops,  manufactures, and markets a line of  uninterruptible  power
supply  products  ("UPS"), electrical surge protection devices ("Surge"),  power
conditioning  products,  and associated software and accessories  for  use  with
personal computers, engineering work stations, file servers, communications  and
internetworking  equipment, and a variety of other sensitive electronic  devices
which rely on electric utility power.  The variation or interruption of power to
sensitive parts of a computer system may damage or destroy important data or the
computer's  set  of operating instructions.  The Company's UPS products  provide
protection from disturbances in the smooth flow of power while utility power  is
available  and provide automatic, virtually instantaneous backup  power  in  the
event  of  a  loss  of utility power.  The backup power lasts for  a  sufficient
period  of time (from 5 minutes to several hours) to enable the user to continue
computer  operations  or conduct an orderly shutdown of the protected  equipment
and  preserve  data.  The Company's surge and power management  devices  provide
protection from electrical power surges and noise in the flow of utility power.

The  Company markets its products to business users around the world  through  a
variety  of distribution channels, including computer distributors and  dealers,
mass  merchandisers,  catalog merchandisers, and private  label  accounts.   The
Company believes that the proprietary design of its products, its strict quality
control  systems, and its automated production equipment enable  it  to  provide
customers  with  high-performance, cost-effective  products  and  are  primarily
responsible  for its high rate of growth and its leadership in  the  markets  it
serves.

The Company was incorporated under the laws of the Commonwealth of Massachusetts
on  March  11,  1981.   The  Company's executive  offices  are  located  at  132
Fairgrounds Road, West Kingston, RI 02892 and its telephone number is (401) 789-
5735.

Market Overview
The  UPS  industry's  growth  is  the  result  of  the  rapid  proliferation  of
microprocessor-based equipment and related systems in the corporate  marketplace
as  well as in small business and home environments.  Personal computers ("PCs")
have  become  an  integral  part  of  the  overall  business  strategy  of  many
organizations and are now the workstation of choice in most office  environments
as well as in many technical and manufacturing settings.  Businesses continue to
change  their  computer configurations from mainframe and  remote  terminals  to
linked  PCs  in  local  area  networks ("LANs").  PCs have  become  increasingly
important  and  it  has  become necessary to ensure that  data  stored  in,  and
operating  instructions  for,  PCs are protected from  fluctuations  in  utility
power.   Businesses are also becoming aware of the need to protect devices  such
as   hubs,  routers,  bridges,  and  other  "smart"  devices  that  manage   and
interconnect  networks.  In addition to the demand that traditional server-based
networks  create  for UPSs, the growth opportunities from the  proliferation  of
peer-to-peer  networks (where intelligence is distributed among all the  devices
in  a  network rather than a single server) and wide-area networks (such as  the
Internet) will further stimulate UPS demand.

The  Company believes that the increasing awareness of the costs associated with
poor power quality has increased demand for power protection products.  Complete
failures  ("blackouts"),  surges  ("spikes"),  or  sags  ("brownouts")  in   the
electrical  power  supplied  by  a  utility  can  cause  computers  and  related
electronic systems to malfunction, resulting in costly downtime, damaged or lost
data   files,  and  damaged  hardware.   A  UPS  protects  against  these  power
disturbances   by  providing  continuous  power  automatically   and   virtually
instantaneously after the electric power supply is interrupted, as well as  line
filtering  and protection against surges or sags while the electric  utility  is
operating.  An uninterruptible power source can draw on the energy stored in its
internal  battery  to  provide continuous, surge-free,  computer  power.   Power
quality  in  many  international  regions often  results  in  varied  levels  of
distortions  and, as a result, these areas provide the Company with  significant
opportunities for its products.

After  introducing an entirely new Smart-UPSr product line in 1995, the  Company
re-focused sales efforts back to the server segment of the market.  Major trends
affecting  the  Company's business in 1996 included growth of the  Internet  and
associated  web  servers,  the growth of networking  and  PCs  in  international

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geographies  and  emerging markets, the onset of electronic  commerce,  and  the
commoditization of the server market.  The Company's goal is to  leverage  these
trends,  to  target  the sales of UPS to new servers, to have  the  product  and
presence to succeed in new geographies and to continue to position itself as the
UPS and power solution provider of choice.  The Company also continues to target
promotional efforts at the Small Office, Home Office (SOHO) market which it  has
identified  as  a  growth  opportunity for the future and  continues  to  target
industries that are becoming more dependent on electronic systems, such  as  the
telecommunications  industry,  as potential market  growth  opportunities.   The
Company  believes  that the overall penetration by UPS products  of  the  server
market is approximately 70% and of the PC market remains less than 10%.

Products
The  Company's  strategy  has  been to design  and  manufacture  products  which
incorporate  high-performance and quality at competitive prices.   In  addition,
certain  products are designed to be aesthetically pleasing and appropriate  for
use  in  an  office  environment.  The products are engineered  and  extensively
tested for compatibility with many common PCs and small minicomputers.

Each of the Company's UPS products contains the following elements necessary  to
perform its function:
    Surge  suppressors  and  noise filters for protection  from  surges  in
     utility power;
    A rechargeable battery to provide backup power;
    An inverter to convert battery power to usable AC current;
    A battery charger;
    An  automatic high-speed switch to transfer to backup power on loss  of
     utility power; and
    Sensors,   control  circuits,  and  indicators  to  properly   sequence
     operation and provide status information to the user.

Each  of  the  Company's  power  conditioning products  contains  the  following
elements necessary to perform its function:
    A  multi-level tap changing autotransformer that rapidly adjusts output
     voltage to compensate for line voltage fluctuations;
    Surge  suppressors  and  noise filters for protection  from  surges  in
     utility power; and
    Sensors,   control  circuits,  and  indicators  to  properly   sequence
     operation and provide status information to the user.

Each  of the Company's surge protection products contains the following elements
necessary to perform its function:
    Surge  suppressors  and  noise filters for protection  from  surges  in
     utility power; and
    Sensors,   control   circuits,  and  indicators   to   provide   status
     information to the user.

The  Company currently manufactures over 140 standard domestic and international
UPS models designed for different applications.  The principal differences among
the products are the amount of power which can be supplied during an outage, the
length  of  time for which battery power can be supplied (the "hold time"),  the
level  of  intelligent network interfacing capability and the number of brownout
and overvoltage correction features.  The Company's present line of UPS products
ranges  from 200 volt-amps (suitable for a small footprint desktop PC) to  5,000
volt-amps  (suitable for a minicomputer or file server cluster).   The  products
can  also  support  work groups utilizing either a LAN or  a  multi-user  system
consisting  of a host computer and linked terminals.  List prices  to  end-users
for  products ranging from 200 volt-amps to 2,200 volt-amps range from  $119  to
$2,997.   List prices to end-users for products ranging from 3,000 volt-amps  to
5,000  volt-amps range from $2,599 to $6,767.  In addition to its  UPS  products
designed  for  the office environment, the Company manufactures rack  mount  UPS
products  designed  for  use in back office and manufacturing  operations.   The
Company  offers two sizes of Line-Rr power conditioning products that have  list
prices  to  end-users  of  $179  and $299.  The SurgeArrestr,  PowerManager  and
ProtectNet   products consist of 44 models with the principal  difference  among
the  models  being  the level of protection available and  feature  sets.   List
prices to end-users range from $15 to $135.

The  Company  also develops a family of software products under the  PowerChuter
plus  name  which provides its users with unattended shutdown capabilities,  UPS
power  management,  and  diagnostic features.   List  prices  to  end-users  for
software products range from $69 to $399.

                                        3
<PAGE>
In  addition,  the  Company offers a range of complimentary  accessory  products
designed  to enhance the functionality of the Company's UPS and surge protection
products.   NetShelter(TM) is a high quality, free standing rack enclosure for
storing and protecting network, internetworking, and power protection equipment.
Other accessories offered by the Company include Share-UPS(TM) and the 
SmartSlot(TM) Interface Expander for reliable shutdown of multiple servers 
connected to a single UPS; Measure-UPS(TM) to provide environmental and 
security monitoring; SmartSlot  Expansion Chassis to connect multiple 
accessories to a single UPS; Call-UPS(TM) II to provide remote, out of band 
UPS management via modem; SmartSlot Relay I/O module to integrate UPS 
control into dry contact environments; Control-UPS/400(TM) to monitor and 
manage an AS/400 system via UPS; and SwapBox(TM) to enhance UPS maintenance.  
List prices to end users for accessory products range from $75 to $1,999.

Service Programs
The  Company provides service programs to its customers for in-warranty and out-
of-warranty  UPS products.  The Company's standard practice is to grant  a  two-
year  limited  warranty  covering  its UPS products.   The  Company  offers  its
customers  the opportunity to extend the basic warranty period, at an additional
charge, an additional three years.  In-warranty service programs allow customers
to  return  their original unit for repair and, if found defective, the  Company
will  replace  the  original  unit  with a factory  reconditioned  unit  or,  if
requested, repair the original unit and return it to the customer.  The extended
warranty  can  be  purchased  anytime  during  the  standard  warranty   period.
Customers who purchase the three-year extension will enjoy warranty coverage for
a total of five full years from the original UPS purchase date.  For a fixed fee
(varying by model), the Company will replace an out-of-warranty UPS unit with  a
factory reconditioned unit.

The  Company  has  an Equipment Protection Policy (U.S. and Canada  only)  which
provides up to $25,000 for repair or replacement of customers' hardware should a
surge  or  lightning strike pass through a Company unit.  The policy applies  to
all  units  manufactured after January 1, 1992.  Other restrictions also  apply.
The Company's customers can also register the ProtectNet line of data line surge
suppressors  for a unique "Double-Up" Supplemental Equipment Protection  Policy,
under which the total recoverable limit under the Equipment Protection policy is
doubled, up to $50,000.

The  Company's  products have experienced satisfactory field operating  results,
and  warranty  costs incurred to date have not had a significant impact  on  the
Company's consolidated results of operations.

Distribution Channels
The Company markets its products through a domestic and international network of
computer  distributors,  computer  dealers,  mass  merchandisers,  and   catalog
merchandisers.   The  Company also sells directly  to  some  large  value  added
resellers,  which  typically integrate the Company's products  into  specialized
microcomputer  systems  and  then market turnkey systems  to  selected  vertical
markets.   The  Company  also  sells  certain  selected  products  directly   to
manufacturers for incorporation into products manufactured or packaged by  them.
In 1996, the Company sold products to more than 1,700 customers.

In  1996 and 1995, no single customer comprised 10% or more of the Company's net
sales.  In 1994, sales to one customer, Ingram Micro Corporation, accounted  for
approximately  11% of the Company's net sales.  In 1996, sales to the  Company's
domestic  distributors,  value  added  resellers  and  private  label  customers
accounted for approximately 58%, 7%, and 3%, respectively, of the Company's  net
sales.  In 1996, sales outside of North America constituted approximately 38% of
the Company's net sales.

Sales and Marketing
The   Company's  sales  and  marketing  organization  is  responsible  for  four
activities:  sales,  marketing, customer service, and  technical  support.   The
Company's   sales   staff  is  responsible  for  relationships   with   existing
distributors  and dealers and developing new distribution channels, particularly
in  geographic  areas  into  which the Company is expanding.   The  sales  group
conducts ongoing training and support for dealers and distributors.  In order to
improve  the efficiency and effectiveness of the sales organization, the Company
re-organized its domestic sales force in 1995 to provide a much closer focus  on
the  customer by creating customer units dedicated to specific customer  groups.

                                        4
<PAGE>
The  Company  has  charged  its sales force with providing  its  customers  with
product and service solutions to their power management needs.

The  Company's  marketing activities include market research, product  planning,
trade  shows,  sales  and  pricing strategies, advertising,  and  product  sales
literature.   The  Company  also  utilizes direct marketing  efforts,  including
direct  mailings, advertising in computer trade publications and  exhibiting  at
major  computer  trade  shows, both domestically and internationally.   Customer
service  is  responsible  for  all technical marketing  inquiries  and  customer
support.   The  Company  has developed a number of programs  and  techniques  to
support   the  Company's  distribution  channels.   These  include  a  technical
assistance "hot line" and formal product demonstrations.

Manufacturing, Quality Control, and Supply
The  Company's manufacturing operations are located in the United States  (Rhode
Island  and  Florida), Ireland, and the Philippines.  The Company believes  that
its long-term success depends on, among other things, its ability to control its
costs.  The Company utilizes state of the art automated manufacturing techniques
and  extensive  quality control in order to minimize costs and maximize  product
reliability.  In addition, the design of products and the commonality  of  parts
allows for efficient circuit board component insertion, wave soldering, and  in-
process testing. Quality control procedures are performed at the component, sub-
assembly,  and finished product levels.  To ensure the highest level of  quality
and  product  reliability, the Company has implemented 100% product  testing  at
seven  discrete  levels  in  its  manufacturing  process.   Product  design  and
efficient  manufacturing techniques have enabled the Company to keep its  direct
and  indirect  manufacturing labor costs (including  incentive  bonuses),  as  a
percentage  of net sales, below that of similar manufacturing companies  in  the
electronics industry.

The   Company  is  committed  to  an  ongoing  effort  to  enhance  the  overall
productivity of its manufacturing facilities.  In 1996, the Company re-organized
its  manufacturing  efforts  in  its West Kingston,  RI,  Galway,  Ireland,  and
Philippine   locations  to  move  towards  leaner,  "cell"  based  manufacturing
processes.   Such  processes will be implemented in the  Company's  other  Rhode
Island  facilities  as well as applied to new international locations  over  the
next  several years.  The primary goals of the re-organization were to  increase
efficiency,  decrease work in process, and improve the overall  quality  of  the
Company's  manufacturing  processes.  The Company has also  adopted  a  "focused
factories"  philosophy  aimed at reducing the number of products  built  in  any
given  location  to  increase efficiency and overall quality.   The  Company  is
working  toward  implementing  this  philosophy  in  its  manufacturing  efforts
worldwide.

In  1993,  National Quality Assurance granted the Company its ISO  9000  quality
seal.   The Company's systems have been audited to the stringent ISO 9002  level
at  its manufacturing facilities in West Kingston and Cranston, Rhode Island and
Galway, Ireland.

The Company generally purchases devices and components from more than one source
where  alternative  sources are available; however,  it  does  use  sole  source
suppliers  for  certain  components.   The  Company  believes  that  alternative
components for these sole source items could be incorporated into the  Company's
products,  if  necessary.  While the Company has been able  to  obtain  adequate
supplies of its components from sole source suppliers, the future unavailability
of  components  from these suppliers could disrupt production  and  delivery  of
products until an alternative source is identified.

Product Development
The  Company's  research and development staff includes  engineers  and  support
persons  who  develop new products and provide engineering support for  existing
products.   The  Company's research and development efforts are  also  aimed  at
reducing  cost and total cycle time and improving product and component quality.
Most  of these employees are located in a Billerica, Massachusetts facility  and
devote  their  efforts to research and development.  Employees  devoted  to  the
improvement  and  development  of software products  are  located  in  the  West
Kingston,  Rhode  Island  facility.  The Company  believes  that  the  technical
expertise of its research and development staff is very important to its  growth
as technological change is rapid in the UPS field.

During 1996, the Company's new product offerings included the Back-UPS Office
(TM) which was introduced in the second quarter. This product was designed to be
solution specific to the end-user, especially those using the Internet.  The

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Company also added additional products which strengthen the Company's position
as  an overall network solution provider.  These products include web management
capability   with   PowerChuter  plus  software,  a  network  manageable   power
distribution unit, and Masterswitch(TM), which enables a network manager to 
control attached loads independent of each other.

During  1995,  the  Company  introduced 155  new  products,  including  a  major
transition of its flagship product line, the Smart-UPSr, from its five year  old
design  to  a  new  third  generation product feature set,  including  automatic
voltage  regulation  and  adjustment,  a  user-replaceable  battery  replacement
system, and an internal accessory option slot.  The Company also introduced  its
Back-UPSr  Pro  product, which was the first UPS product to  be  "plug  &  play"
compatible  with  Windows  95, and the Smart-UPS v/s products,  a  line  of  UPS
products  for  departmental server applications.  Software product introductions
included  the  Company's  first advanced UPS/Power Management  software  package
tailored specifically for the IBM AS/400 environment.

During  1994,  the  Company  expanded its Smart-UPS  and  Back-UPS  families  of
products.   The Back-UPS Pro series of products provide enhanced Back-UPS  power
protection  for advanced workstations.  The Smart-UPS v/s products are  designed
to  provide  power  protection  for small business and  departmental  local-area
networks.  In addition, the Company developed new Smart-UPS products in the 700,
1000,  1400, 2200 and 3000 volt-amp category.  The Company also introduced  data
line  surge  protection with its ProtectNet product line.  Software  development
achievements  resulted in the introduction of new and enhanced versions  of  the
Company's  software  applications by adding to the number of  operating  systems
with which the Company's software applications are compatible.

The  Company's design center includes a UPS test facility with a custom-made  AC
power  fault  simulator.  This test facility is used to evaluate and extensively
test new designs and to provide comparative data on competitive products.

During  the years ended December 31, 1996, 1995 and 1994, expenditures  for  the
Company's   research   and  development  were  $14,784,362,   $13,193,037,   and
$9,742,553,  respectively.   The Company expects its  research  and  development
expenditures to remain at substantially the same level as a percentage of  sales
for the foreseeable future.

Intellectual Property
The  Company  protects certain proprietary rights in its  products  as  well  as
certain  proprietary technology developments by seeking patent protection.   The
loss  of  such  rights concerning these developments would not have  a  material
adverse  effect on the Company's business.  With respect to protection of  those
areas  of  its technology for which patent protection has not been  sought,  the
Company  relies  on  the complexity of its technology, trade  secrecy  law,  and
employee confidentiality agreements.

The  Company  has  numerous trademarks registered in the United  States  and  in
several  foreign countries.  The Company also has trademark applications pending
domestically and internationally.  The Company believes that its trademarks  are
valuable  intangible assets but also believes that the loss of any one trademark
would not have a material adverse effect on its operations.

Competition
The  Company believes that it is one of five global companies providing  a  full
range of UPS products and services worldwide in the 0 to 5 kVA UPS market.   The
Company's  principal competitors in the United States include Exide  Electronics
Group,  Inc.,  Best  Power, a business unit of General Signal  Corporation,  and
Trippe Manufacturing Company.  The Company also competes with a number of  other
companies which offer UPS products similar to the Company's products.   Some  of
these  competitors have greater financial and other resources than the  Company.
Furthermore, other well-established companies which manufacture and  market  UPS
products  for the mainframe and large minicomputer markets, and do not presently
compete directly with the Company, could develop products competitive with those
of  the Company.  The Company competes in the sale of its products on the  basis
of  several  factors, including product performance and quality,  marketing  and
access to distribution channels, customer service, product design, and price.

                                        6
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International Operations
The  Company plans to continue to expand its international marketing efforts and
manufacturing  operations.   With  a  full  line  of  internationally-positioned
products  already available, the Company continues to staff personnel  to  serve
the  geographical  markets  of interest.  The Company presently  utilizes  third
party  warehouses in Australia, Japan, Canada, Singapore, the Netherlands, South
Africa,  and  Uruguay  for  distribution into  its  international  markets.  The
Company's  primary  manufacturing operations outside of the  United  States  are
located  in  Galway, Ireland and in the Philippines.  American Power  Conversion
Europe, S.A.R.L., the Company's subsidiary located in France, provides sales and
marketing  support  to customers in Europe, the Middle East, the  former  Soviet
Union,  and  Africa  and its revenues are in the form of  commissions  from  the
Galway operations.  The Company's consolidated financial statements include  the
accounts of all of its wholly-owned subsidiaries.

The Company continues to investigate potential sites for manufacturing expansion
in  international  locations.  During the second quarter of  1996,  the  Company
established  a  manufacturing operation in the Philippines  which  is  operating
within  a  designated economic zone which provides certain economic  incentives,
primarily  in  the form of tax exemptions.  In 1996, this facility  manufactured
certain  Back-UPS  products  sold in the Company's  domestic  markets.   In  the
future, this operation will also provide manufacturing and technical support  to
better serve the Company's markets in the Asia Pacific region.  In January 1997,
the Company purchased a second location in the Philippines for approximately  $3
million.  The Company expects to begin manufacturing selected products  at  this
facility beginning in the third quarter of 1997.

In  1994,  the  Company established operations in Galway,  Ireland  through  its
subsidiary, American Power Conversion Corporation (A.P.C.) B.V.  The facility is
providing  manufacturing  and technical support to better  serve  the  Company's
markets in Europe, the Middle East, Africa, and Russia.

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  (a)  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 (b) 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 December  31,  1996
was  approximately $10.2 million.  The total cumulative amount of capital grants
received  through  December  31, 1996 amounted to  approximately  $7.9  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 December
31,  1996  was  approximately  $2.0 million.  The  total  cumulative  amount  of
training grants received through December 31, 1996 amounted to approximately $.7
million.

The Company is continuing negotiations with the IDA for financial incentives  in
connection  with the future expansion of the Company's manufacturing  operations
to an additional site within Ireland.

Financial Information About Foreign and Domestic Operations and Export Sales
The information required under this section is included in note 8 of Notes to
Consolidated Financial Statements in Item 8 of this Report and is incorporated
herein by reference.

Employees
As of December 31, 1996, the Company had approximately 2,650 full-time employees
worldwide,  approximately 1,530 of whom are located in  the  United  States  and
Canada.   The  Company also engages other personnel on a part-time  basis.   The
Company considers its relations with employees to be good.

                                        7
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Executive Officers of the Company
Executive officers of the Company are elected annually and hold office until the
next  Annual  Meeting of the Board of Directors and until their  successors  are
duly elected and qualified.  As of February 27, 1997, the executive officers  of
the Company were as follows:
 Name                 Age Positions
 Rodger B. Dowdell,   47  Chairman of the Board of Directors, President, and
 Jr.                      Chief Executive Officer
 Neil E. Rasmussen    42  Vice President of Engineering and Director
 Edward W. Machala    43  Vice President of Operations and Treasurer
 Donald M. Muir       40  Chief Financial Officer
 Emanuel E. Landsman  60  Vice President, Clerk and Director
 Darrell A. Lucente   37  Vice President of Sales
 John P. DiPippo      31  Vice President of Marketing
 David P. Vieau       46  Vice President of Worldwide Business Development
 Aaron L. Davis       30  Vice President of Marketing Communications

Rodger  B.  Dowdell,  Jr. joined the Company in August 1985  and  has  been  the
President  and  a  Director since that time.  From January to August  1985,  Mr.
Dowdell  worked  for  the Company as a consultant, developing  a  marketing  and
production  strategy for UPS products.  From 1978 to December  of  1984  he  was
President  of Independent Energy, Inc., a manufacturer of electronic temperature
controls.

Neil  E.  Rasmussen has been Vice President and a Director of the Company  since
its  inception.   From 1979 to 1981, Mr. Rasmussen worked in the  Energy  System
Engineering Group at Massachusetts Institute of Technology's Lincoln Laboratory.

Edward  W.  Machala  joined the Company in January 1989  as  Vice  President  of
Operations.   From  January 1985 to January 1989, Mr. Machala  was  Director  of
Manufacturing and Engineering Technology for GTECH, a manufacturer of electronic
lottery  and  gaming terminals, where he was responsible for  manufacturing  and
engineering functions.

Donald M. Muir joined the Company in July 1995 as Chief Financial Officer.  From
July  1993  to  July 1995, Mr. Muir was the Treasurer of Stratus Computer,  Inc.
where  he  was  responsible for managing investor relations, treasury  services,
corporate  taxation and risk management.  Prior to his appointment as  Treasurer
at Stratus Computer, Inc., Mr. Muir held the position of Director of Finance and
Administration  from January 1991 to July 1993 and Controller,  Worldwide  Sales
and Service from December 1988 to January 1991.

Emanuel  E.  Landsman  has been Vice President, Clerk, and  a  Director  of  the
Company  since  its  inception.   From 1966 to  1981,  Dr.  Landsman  worked  at
Massachusetts Institute of Technology's Lincoln Laboratory, where he was in  the
Space  Communications Group from 1966 to 1977 and the Energy System  Engineering
Group from 1977 to 1981.

Darrell  A.  Lucente was appointed Vice President of Sales  in  May  1995  after
serving  as Director of World Wide Channel Management from January 1995  through
April  1995.  Mr. Lucente joined the Company in 1989 as Northwest U.S.  Regional
Sales  Manager,  a  position he held until 1991 when he was  appointed  Managing
Director  of  APC  Europe, S.A.R.L, the Company's European sales  and  marketing
subsidiary located in Paris, France.  He held that position until January 1995.

John  P.  DiPippo became Vice President of Marketing in June 1995.  From  August
1993 to June 1995, Mr. DiPippo served as a Business Unit Leader of the Company's
Digital  Media  group  where he was responsible for  the  Company's  entry  into
emerging  markets  formed  by  the convergence of  computer  and  communications
technology.   Mr. DiPippo was the Business Unit Leader of the Consumer  Products
group from January 1992 to August 1993 and served as Channel Manager for Retail,
Catalog and Mail Order customers from January 1991 to January 1992.  Mr. DiPippo
joined the Company in October 1989.

                                        8
<PAGE>
David  P.  Vieau  assumed the position of Vice President of  Worldwide  Business
Development  in  October 1995 after completing a short  sabbatical.   Mr.  Vieau
served as Vice President of Marketing from October 1991 to June 1995.  From July
1988 to August 1991, he was President of Poly-Flex Circuits, Inc., a division of
Cookson America.

Aaron  L.  Davis  was  appointed Vice President of Marketing  Communications  in
January 1995, after serving as Director of Marketing Communications.  Mr.  Davis
joined the Company in May 1989.

Item 2. Properties
The  Company's U.S manufacturing and distribution center, and corporate offices,
are  located  at  132 Fairgrounds Road in West Kingston, Rhode Island.   Of  the
approximate 166,000 square feet of space in West Kingston, Rhode Island,  86,000
square  feet  is  being used for manufacturing, 50,000 square  feet  for  sales,
marketing,  and  administration,  and 30,000 square  feet  for  storage  of  raw
materials and finished goods.

The Company also leases four facilities in Rhode Island located in North
Kingstown, West Warwick, East Providence, and Cranston, as well as two
facilities in Fort Myers, Florida.  The following information pertains to each
location:

 Location                     Use                   Square Feet             
 North Kingstown           Warehouse                     94,600
 West Warwick              Warehouse                    334,000
 Cranston           Warehouse and Manufacturing          75,200
 East Providence    Warehouse and Manufacturing         115,800
 Fort Myers         Warehouse and Manufacturing          66,000
 Fort Myers                Warehouse                     85,000

In  June  1996,  the  Company  purchased  and  improved  a  70,000  square  foot
manufacturing  and warehouse facility in the Philippines for approximately  $1.5
million.  The purchase price was financed from available operating cash.

In April 1995, the Company purchased a 41,000 square foot building in Billerica,
Massachusetts  to  accomodate its growing research and  development  operations.
The  building was purchased for approximately $1.2 million and was renovated  to
meet  the  facility  requirements of these operations.  The purchase  price  was
financed from available operating cash.

The  Company's Ireland manufacturing facility is located in Ballybrit Industrial
Estate, Galway, Ireland.  The facility consists of approximately 280,000  square
feet,  of  which  130,000 square feet are being used for  manufacturing,  20,000
square feet for sales and administration, and 130,000 square feet for storage of
raw  materials and finished goods.  The Company also leases a warehouse facility
in Limerick, Ireland for storage of raw materials.

American  Power Conversion Europe, S.A.R.L. is located in a suburb of  Paris  in
leased  office space consisting of approximately 3,500 square feet.  The Company
also leases office space in several foreign countries for local sales personnel.

The  Company  believes the facilities (owned and leased) are  suitable  for  its
current  requirements;  however, the Company continues to investigate  potential
sites for manufacturing expansion in international regions.

Item 3.  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

                                        9
<PAGE>
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  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 financial statements included in Item 8.

Item 4.  Submission of Matters to a Vote of Security Holders
Not applicable.

                                     Part II

Item 5.  Market for Registrant's Common Stock and Related Stockholder Matters

The Company's Common Stock is traded over-the-counter on the NASDAQ Stock Market
and Pacific Stock Exchange under the symbol APCC. The following table sets forth
the range of high and low bid quotations per share of Common Stock for the years
1996 and 1995.
<TABLE>
<CAPTION>
                               1996                  1995
                                                         
                         High        Low        High       Low
         <S>           <C>         <C>        <C>        <C>                                                
         First         $11 5/8     $7 7/8     $20 1/2    $15 1/4
         Quarter
                                                         
         Second         13 5/8      9 5/8      25 7/8     14 3/8
         Quarter
                                                         
         Third          15 63/64    8 1/2      25 1/4     12 1/8
         Quarter
                                                         
         Fourth         28 1/8     14 1/8      13 7/8      9 1/8
         Quarter
</TABLE>
On  February 27, 1997, the closing sale price for the Company's Common Stock was
$20  7/8  per  share.  As of February 27, 1997, there were  approximately  2,823
holders  of record of the Company's Common Stock.  No cash dividends  have  been
paid and it is anticipated that none will be declared in the foreseeable future.
The  Company currently intends to retain any earnings to finance the growth  and
development  of  the Company's business.  Any future dividends will  be  at  the
discretion  of the Board of Directors and will depend upon, among other  things,
the  financial condition, capital requirements, earnings, and liquidity  of  the
Company.

                                        10
<PAGE>
Item 6.  Selected Financial Data

All amounts are in dollars except for outstanding shares.  Dollars are in
thousands except for earnings per share.
<TABLE>
<CAPTION>
                        1996            1995            1994           1993              1992
<S>                   <C>             <C>             <C>            <C>              <C>
 Net Sales            $706,877        $515,262        $378,295       $250,298         $157,462
 Cost of Goods         407,902         284,500         189,954        122,009           78,260
 Gross Profit          298,975         230,762         188,341        128,289           79,202
 Costs and Expenses    165,185         127,057          82,692         53,392           36,372
 Operating Income      133,790         103,705         105,649         74,897           42,830
 Other Income            5,189             860           3,701            977              243
 Earnings Before                                                                             
   Income Taxes        138,979         104,565         109,350         75,874           43,073
 Income Taxes           46,558          35,029          38,075         27,316           15,291
 Net Income            $92,421         $69,536         $71,275        $48,558          $27,782
                                                                                               
 Earnings Per Share       $.98            $.74            $.77           $.53             $.31

 Weighted Average                                                                            
 Shares Outstanding 94,346,546      93,866,880      92,912,824     91,588,148       91,544,654
 Total Assets         $504,002        $346,588        $265,163       $158,971          $98,454
 Long Term Debt              -               -               -              -                -
</TABLE>
The  Company  did  not  declare any cash dividends  for  the  five  year  period
presented.   Earnings per share and share data reflect stock splits effected  in
1993 and 1992.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

Results of operations
The  following  table sets forth the Company's net sales, cost  of  goods  sold,
selling, general and administrative expenses, research and development expenses,
operating income, other income (expenses), earnings before income taxes and  net
income, expressed as a percentage of net sales, for the years ended December 31,
1996, 1995 and 1994.
<TABLE>
<CAPTION>                                                                
                                             1996        1995       1994  
              <S>                           <C>         <C>        <C>        
              Net sales                     100.0       100.0      100.0        
              Cost of goods sold             57.7        55.2       50.2        
              Gross profit                   42.3        44.8       49.8        
              Selling, general and                                            
                administrative expenses      21.3        22.1       19.3
              Research and development        2.1         2.6        2.6        
              Operating income               18.9        20.1       27.9        
              Interest income                  .8          .3         .6        
              Interest expense                  -         (.1)         -        
              Other income                      -           -         .4        
              Earnings before income taxes   19.7        20.3       28.9        
              Net income                     13.1        13.5       18.8        
</TABLE>
                                        11
<PAGE>                                                                       
Revenues
Net  sales  in  fiscal  year  1996  increased  by  37.2%  to  $706,877,478  from
$515,262,424  in  fiscal  year  1995  which  reflected  a  36.2%  increase  from
$378,295,263  in  fiscal  year  1994.  The  increases  from  1994  to  1996  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, combined with what the Company believes  is
the  increasing awareness by computer users of the consequences of data loss and
hardware  damage  which  can  be  caused  by  power  problems,  particularly  in
international markets.  In addition, sales of new products and increased efforts
by,  and  the addition of members to, the Company's sales staff have contributed
to  increased  sales  volumes.   Sales  attributable  to  new  products  totaled
approximately 7%, 13%, and 3% of 1996, 1995 and 1994 net sales, respectively.

Export and foreign sales to unaffiliated customers, primarily in Europe, the Far
East,  Canada, and South America, in fiscal year 1996 were $294,978,735 or 41.7%
of  net sales compared to $204,511,326 or 39.7% of net sales in fiscal 1995  and
$134,306,525 or 35.5% of net sales in fiscal year 1994.

Cost of Goods Sold
Cost  of  goods sold was $407,902,072 or 57.7% of net sales in fiscal year  1996
compared  to  $284,500,473  or  55.2% of net  sales  in  fiscal  year  1995  and
$189,953,731 or 50.2% of net sales in fiscal year 1994.  The increase in cost of
goods  sold  from  1994 to 1996 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  largely  during
1995 within the Smart-UPSr product family; a shift in product sales mix from the
high-end Smart-UPS products to the lower margin Smart-UPS v/s products partially
offset  by  a  favorable margin impact of increasing sales of  third  generation
Smart-UPS  products;  reduced  average  selling  prices  resulting  from   sales
discounting;   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 total inventory reserves at December  31,  1996
were $16.1 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 5% of total inventories at December 31, 1996 compared  to  10%  at
December   31,  1995.   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.

Operating Expenses
Selling, general, and administrative expenses were $150,401,120 or 21.3% of  net
sales  in  1996  compared to $113,863,642 or 22.1% of  net  sales  in  1995  and
$72,950,019  or 19.3% of net sales in 1994.  The increases in total spending  in
1996  and 1995 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
decrease  in  SG&A expenses as a percentage of sales during 1996  over  1995  is
attributable to certain fixed SG&A expenses spread over a higher revenue base in
1996.   The allowance for bad debts was 9.0% of accounts receivable at  December
31,  1996  compared  to  8.9% at December 31, 1995.  The  Company  continues  to
experience very strong collection performance from its accounts receivable  with
outstanding  balances over 60 days outstanding representing  9.1%  and  5.8%  of
total  receivables at December 31, 1996 and 1995, respectively.   Write-offs  of
uncollectible accounts represent less than 1% of total receivable  balances.   A
majority   of   international  customer  balances  are  covered  by  receivables
insurance.   The  increase  in bad debt reserves was primarily  attributable  to
increased  international  sales, particularly in  regions  not  covered  by  the
Company's receivables insurance (i.e., the former Soviet Union).

Research  and development expenditures for 1996, 1995 and 1994 were $14,784,362,
$13,193,037,   and  $9,742,553,  respectively.   The  increased   research   and
development  spending  primarily  reflects increased  numbers  of  software  and
hardware  engineers  and  costs  associated with  new  product  development  and
engineering support.  Although the aggregate dollars of research and development
expenses  have increased from 1994 to 1996 as a result of continued product  and
process development, the decrease from 1995 to 1996 as a percentage of sales  is
attributable  to certain fixed research and development expenses spread  over  a
higher   revenue  base.   The  Company  expects  its  research  and  development

                                         12
<PAGE>
expenditures to remain at substantially the same level as a percentage of  sales
for the foreseeable future.

Other Income (Expenses)
Interest income increased substantially in 1996 over 1995 due to higher  average
cash  balances  available  for investment during 1996.   The  decrease  in  1995
compared  to 1994 was attributable to a significant reduction in funds available
for  investment,  particularly during the first nine months of  1995.   Interest
expense  during 1995 was the result of short-term borrowings during  the  second
and  third  quarters of 1995 which were fully repaid during the fourth  quarter.
Other  income  in  1994 was due primarily to the $1.6 million settlement  of  an
insurance  claim  for the inventory losses resulting from a  1993  fire  at  the
Company's third-party warehouse in The Netherlands.

The  Company's effective income tax rates were 33.5%, 33.5% and 34.8%  in  1996,
1995  and  1994, respectively.  The decrease from 1994 to 1995 is the result  of
tax  savings  derived  from  an increasing portion  of  taxable  earnings  being
generated  from  the  Company's  operations in  Ireland,  a  jurisdiction  which
currently  has  a  lower income tax rate for manufacturing  companies  than  the
present U.S. statutory income tax rate.

Effects of Inflation
Management believes that inflation has not had a material effect on the
Company's operations.

Liquidity and Financial Resources
Working  capital at December 31, 1996 was $317,790,983 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
financing   the   capital  investment  of  the  expansion  of  its   operations,
particularly in Ireland and the Philippines (see below).

Inventory turnover was 2.9 turns for 1996, 2.4 turns for 1995, and 2.7 turns for
1994.   Inventory  levels  decreased during 1996 as  a  result  of  management's
concerted   efforts  to  reduce  inventories  as  a  percentage   of   revenues.
Accordingly, inventory levels declined from 104% of sales in the fourth  quarter
of  1995  to  62% of sales in the fourth quarter of 1996.  Inventory levels  had
been increased during 1995 in order to support the growth in the Company's sales
volume,  as  well as to maintain the necessary carrying levels of raw materials,
in-process  assemblies, and finished stock as a result  of  major  new  products
introduced  largely during 1995, in particular, the Smart-UPS product transition
discussed above.

At  December  31,  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
December  31,  1996.   Additionally, the Company has  no  significant  financial
commitments  outstanding  other than those required  in  the  normal  course  of
business.

During 1996 and 1995, the Company's capital expenditures, net of capital grants,
amounted  to  approximately  $25.0  million  and  $24.0  million,  respectively,
consisting  primarily of manufacturing equipment, building improvements,  office
equipment, and purchased software applications.  The nature and level of capital
spending was made to improve manufacturing capabilities, establish manufacturing
capabilities  in  the Philippines, to support the increased selling,  marketing,
and  administrative efforts necessitated by the Company's significant growth and
to  improve  the Company's enterprise-wide software applications.   Net  capital
expenditures  were financed from available operating cash.  The Company  had  no
material capital commitments at December 31, 1996.  Capital expenditures in 1997
are  estimated  to  be  $15 to $20 million above the level of  capital  spending
incurred in 1996, primarily to support planned capacity expansions.

The Company continues to investigate potential sites for manufacturing expansion
in  international  locations.  During the second quarter of  1996,  the  Company
established  a  manufacturing operation in the Philippines  which  is  operating
within  a  designated economic zone which provides certain economic  incentives,
primarily  in the form of tax exemptions. The Company purchased and  improved  a
70,000  square foot facility for approximately $1.5 million which  was  financed
from  operating  cash.   In  1996, this facility manufactured  certain  Back-UPS

                                        13
<PAGE>
products  sold in the Company's domestic markets.  In the future, this operation
will  also  provide  manufacturing and technical support  to  better  serve  the
Company's  markets  in the Asia Pacific region.  In January  1997,  the  Company
purchased  a  second location in the Philippines for approximately  $3  million.
The  Company  expects to begin manufacturing selected products at this  facility
beginning in the third quarter of 1997.

In  1994,  the  Company established operations in Galway,  Ireland  through  its
subsidiary, American Power Conversion Corporation (A.P.C.) B.V.  The facility is
providing  manufacturing  and technical support to better  serve  the  Company's
markets in Europe, the Middle East, Africa and Russia.  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 (a) 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 (b)  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 December 31, 1996 was approximately $10.2 million.  The  total
cumulative amount of capital grants received through December 31, 1996  amounted
to approximately $7.9 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 December
31,  1996  was  approximately  $2.0 million.  The  total  cumulative  amount  of
training grants received through December 31, 1996 amounted to approximately $.7
million.

The Company is continuing negotiations with the IDA for financial incentives  in
connection  with the future expansion of the Company's manufacturing  operations
to an additional site within Ireland.

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, will be sufficient to support anticipated  capital  spending
and other working capital requirements for the foreseeable future.

Acquisitions
On  February  14,  1997,  the  Company  completed  its  acquisition  of  Systems
Enhancement  Corporation ("Systems Enhancement"), a privately-held  manufacturer
of  power management software and accessories, by means of a merger of a wholly-
owned  subsidiary of the Company with and into Systems Enhancement.  As a result
of  the  merger,  Systems Enhancement became a wholly-owned  subsidiary  of  the
Company.  The Company issued 480,144 shares of its Common Stock, $.01 par value,
in exchange for all of the issued and outstanding shares of Systems Enhancement.
The Company will account for the acquisition as a pooling-of-interests.

Foreign Currency Activity
During 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 customers in  Japan  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  in
1996, 1995 and 1994.

At   December  31,  1996,  the  Company's  unhedged  foreign  currency  accounts
receivable, by currency, were as follows:
<TABLE>
<CAPTION>
                                  Foreign         US    
                                 Currency       Dollars
            <S>                <C>            <C>
            British Pounds       4,175,000    $7,064,000             
            French Francs       24,100,000     4,608,000
            German Marks         7,902,000     5,098,000
            Japanese Yen       223,466,000     1,929,000
</TABLE>
                                        14
<PAGE>
Total  gross  accounts  receivable at December 31, 1996 was  $119,333,000.   The
Company  also had non-trade receivables of 2,156,000 Irish Pounds (approximately
US$3,550,000),  as  well  as Irish Pound denominated  liabilities  of  5,853,000
(approximately  US$9,803,000).  The Company also had liabilities denominated  in
various  European  currencies  of  US$2,278,000,  as  well  as  Yen  denominated
liabilities of approximately US$1,046,000.

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 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 December 31, 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
The  Company is involved in certain legal proceedings as described  in  Part  I,
Item 3 of this Report.

No  provision  for  any liability that may result from these  actions  has  been
recognized in the consolidated financial statements included in Item 8  of  this
Report.

Risk Factors That May Affect Future Results
This  document may include forward-looking statements.  Any statements contained
herein  that  do  not describe historical facts are forward-looking  statements.
The  Company makes such forward-looking statements under the provisions  of  the
"safe  harbor" section of the Private Securities Litigation Reform Act of  1995.
The   forward-looking  statements  contained  herein  are   based   on   current
expectations,  but  are  subject to a number of risks  and  uncertainties.   The
factors  that could cause actual results to differ materially from such forward-
looking statements include:  the general economic conditions and growth rates in
the power protection industry and related industries; pricing pressures; changes
in  product mix; changes in the seasonality of demand patterns; inventory  risks
due to shifts in market demand; component restraints and shortages; expansion of
manufacturing  capacity; risks of nonpayment of accounts  receivables;  and  the
risk factors set forth below.

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

                                         15
<PAGE>
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 effect 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.

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

                                        16
<PAGE>
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 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.

                                        17
<PAGE>
ITEM 8.  Financial Statements and Supplementary Data

AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 1996 and 1995





ASSETS
<TABLE>
<CAPTION>
                                               1996          1995
<S>                                       <C>           <C>
Current assets:                                                     
Cash and cash equivalents                 $153,234,392  $ 39,039,735
Accounts receivable, less allowance for                             
  doubtful accounts of
  $10,789,000 in 1996, $6,920,000 in 1995  
  (Note 2)                                 108,543,665    71,199,105
Inventories (Note 3)                       130,443,276   147,541,053
Prepaid expenses and other current assets   11,609,549     9,277,986
Deferred income taxes (Note 5)              20,284,000    11,323,000
                                                                    
     Total current assets                  424,114,882   278,380,879
                                                                    
Property, plant, and equipment:                                     
Land, buildings, and improvements           18,710,316    15,973,746
Machinery and equipment                     64,985,759    51,353,043
Purchased software                           7,357,373     4,160,439
Office equipment, furniture, and fixtures   23,299,139    17,860,365
                                                                    
                                           114,352,587    89,347,593
                                                                    
Less accumulated depreciation and           35,655,158    22,144,085
amortization
                                                                    
     Net property, plant, and equipment     78,697,429    67,203,508
                                                                    
Other assets                                 1,189,344     1,003,452
                                                                    
     Total assets                         $504,001,655  $346,587,839
</TABLE>









See accompanying notes to consolidated financial statements.

                                        18
<PAGE>
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 1996 and 1995





LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION> 
                                               1996          1995
<S>                                         <C>           <C>
Current liabilities:                                                 
Accounts payable                            $41,586,761   $26,406,283
Accrued expenses                             12,575,558     5,790,421
Accrued compensation                         12,217,371     6,472,255
Accrued sales and marketing programs         16,360,188     6,780,595
Accrued retirement contributions              6,289,576     4,677,639
Income taxes payable                         17,294,445     1,795,751
                                                                     
     Total current liabilities              106,323,899    51,922,944
                                                                     
Deferred tax liability (Note 5)               5,780,000     4,899,000
                                                                     
     Total liabilities                      112,103,899    56,821,944
                                                                     
Shareholders' equity (Notes 6 and 7):                                
Common stock, $.01 par value;                                        
  authorized 200,000,000 shares in 1996                              
  and 1995;issued 94,417,409 in 1996, 
  93,270,933 in 1995                            944,174       932,709
Additional paid-in capital                   48,373,647    37,122,872
Retained earnings                           344,131,198   251,710,314
Treasury stock, 125,000 shares, at cost      (1,551,263)            -
                                                                     
                                                                     
     Total shareholders' equity             391,897,756   289,765,895
                                                                   
                                                                     
COMMITMENTS AND CONTINGENCIES                                        
  (Notes 9, 11 and 12)
                                                                     
OTHER INFORMATION (Notes 4 and 10)                                   
                                                                     
     Total liabilities and shareholders' 
       equity                              $504,001,655  $346,587,839
</TABLE>







See accompanying notes to consolidated financial statements.

                                         19
<PAGE>
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31, 1996, 1995 and 1994
 
<TABLE>
<CAPTION>


                                    1996            1995           1994
<S>                             <C>             <C>            <C>            
Net sales (Note 8)              $706,877,478    $515,262,424   $378,295,263
Cost of goods sold               407,902,072     284,500,473    189,953,731

Gross profit                     298,975,406     230,761,951    188,341,532
                                                                      
Costs and expenses:                                                   
Selling, general, and
administrative expenses          150,401,120     113,863,642     72,950,019
Research and development          14,784,362      13,193,037      9,742,553
                                                                      
                                 165,185,482     127,056,679     82,692,572
                                                                      
Operating income                 133,789,924     103,705,272    105,648,960
                                                                      
Other income (deductions):                                            
Interest income                    5,229,674       1,303,966      2,099,842
Interest expense                           -        (317,253)             -
Other, net                           (40,714)       (126,491)     1,601,242
                                                                      
Earnings before income taxes     138,978,884     104,565,494    109,350,044
                                                                      
Income taxes (Note 5)             46,558,000      35,029,000     38,075,073
                                                                      
Net income                       $92,420,884     $69,536,494    $71,274,971
                                                                      
Earnings per share (Note 1)             $.98            $.74           $.77
                                                                      
Weighted average common stock                                         
and common stock equivalents
outstanding                       94,346,546      93,866,880     92,912,824

</TABLE>









See accompanying notes to consolidated financial statements.

                                         20
<PAGE>
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Years ended December 31, 1996, 1995 and 1994

<TABLE>
<CAPTION>

                          $.01 Par,   Additional   Unrealized               Treasury         
                            Common      Paid-in     Holding     Retained     Stock,          
                            Stock       Capital     Losses      Earnings     at Cost      Total
<S>                        <C>        <C>          <C>        <C>            <C>           <C>                             
Balances at                                                                                           
  December 31, 1993        $908,690   $20,096,658  $      -   $110,898,849   $       -  $131,904,197
                                                                                                    
Exercises of stock options   14,018     2,778,110                                          2,792,128
Tax effect of exercises of                                                                          
  stock options                         2,514,000                                          2,514,000
Shares issued to Employee                                                                            
  Stock Ownership Plan        1,810     3,937,403                                          3,939,213
Changes in unrealized                                                                      
  holding losses                                   (497,000)                                (497,000)
Net income                                                      71,274,971                71,274,971
Balances at                                                                                          
  December 31, 1994         924,518    29,326,171  (497,000)   182,173,820           -   211,927,509
                                                                                                    
Exercises of stock options    4,846     1,999,430                                          2,004,276
Tax effect of exercises of                                                                          
  stock options                           300,000                                            300,000
Shares issued to Employee                                                                            
  Stock Ownership Plan        3,345     5,497,271                                          5,500,616
Changes in unrealized                                                                                
  holding losses                                    497,000                                  497,000
Net income                                                      69,536,494                69,536,494
Balances at                                                                                          
  December 31, 1995         932,709    37,122,872         -    251,710,314           -   289,765,895
                                                                                                    
Exercises of stock options    5,758     2,900,361                                          2,906,119
Tax effect of exercises of                                                                          
  stock options                         1,430,000                                          1,430,000
Shares issued to Employee                                                                           
  Stock Ownership Plan        5,707     6,920,414                                          6,926,121
Purchases of common stock                                                   (1,551,263)   (1,551,263)
                                                                      
Net income                                                      92,420,884                92,420,884
Balances at                                                                                           
  December 31, 1996        $944,174   $48,373,647  $      -   $344,131,198 $(1,551,263) $391,897,756

</TABLE>



See accompanying notes to consolidated financial statements.

                                        21
<PAGE>
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
                                                     1996          1995          1994
<S>                                              <C>           <C>           <C>
Cash flows from operating activities:                                                    
Net income                                       $92,420,884   $69,536,494   $71,274,971
Adjustments to reconcile net income to net cash                                          
  provided by operating activities                                                       
Depreciation and amortization                     13,511,073    10,101,882     6,105,146
Provision for doubtful accounts                    4,291,000     4,626,500     2,283,000
Deferred income taxes                             (8,080,000)   (3,696,000)      148,000
Changes in operating assets and liabilities:                                             
  Increase in accounts receivable                (41,635,560)  (15,286,733)  (29,723,062)
  Decrease (increase) in inventories              17,097,777   (55,125,508)  (43,343,681)
  Increase in prepaid expenses and other          (2,331,563)     (358,253)   (8,121,380)
current assets
  Increase in other assets                          (185,892)     (160,504)     (794,777)
  Increase (decrease) in accounts payable         15,180,478    (7,151,404)   25,355,860
  Increase in accrued expenses                     6,785,137     2,857,257     1,567,300
  Increase (decrease) in accrued compensation      5,745,116       257,550    (1,235,757)
  Increase in accrued sales and marketing          9,579,593     2,840,656       213,696
programs
  Increase in accrued retirement contributions     1,611,937     1,069,605     1,428,130
  Increase (decrease) in income taxes payable     16,928,694     3,896,968    (1,759,845)
Net cash provided by operating activities        130,918,674    13,408,510    23,397,601
                                                                                         
Cash flows from investing activities:                                                    
Capital expenditures, net of capital grants      (25,004,994)  (23,994,343)  (35,903,813)
Proceeds from sale of equipment                            -       143,230             -
Purchases of short-term investments                        -      (802,800)  (12,693,722)
Sales and maturities of short-term investments,                                          
  net of gain and losses                                   -    13,707,529     9,439,838
Net cash used in investing activities            (25,004,994)  (10,946,384)  (39,157,697)
                                                                                         
Cash flows from financing activities:                                                    
Proceeds from issuances of common stock            9,832,240     7,504,892     6,731,341
Purchases of common stock                         (1,551,263)            -             -
Net cash provided by financing activities          8,280,977     7,504,892     6,731,341

Net increase (decrease) in cash and cash                                                                                       
equivalents                                      114,194,657     9,967,018    (9,028,755)
Cash and cash equivalents at beginning of year    39,039,735    29,072,717    38,101,472
Cash and cash equivalents at end of year        $153,234,392   $39,039,735   $29,072,717

Supplemental disclosures of cash flow                                                     
information:
Cash paid during the year for:                                                            
Interest                                              $    -      $317,253        $    -
Income taxes (net of tax refunds)                $37,219,315   $34,828,032   $39,686,918
</TABLE>
NON-CASH TRANSACTIONS: In 1996, 1995 and 1994, the tax effect of the exercise of
stock options resulted in increases to additional paid-in capital and reductions
to  income  taxes payable of $1,430,000, $300,000 and $2,514,000,  respectively.
During  1995  and  1994,  unrealized holding losses  on  short-term  investments
resulted  in  increases (decreases) to shareholders' equity  and  to  short-term
investments of $497,000 and ($497,000), respectively.

See accompanying notes to consolidated financial statements.

                                         22
<PAGE>
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 1996, 1995 and 1994


1.   Summary of Significant Accounting Policies

Nature of Business
American  Power  Conversion  Corporation and its  subsidiaries  (the  "Company")
designs,  develops,  manufactures, and markets a line of  uninterruptible  power
supply  products  ("UPS"), electrical surge protection devices ("Surge"),  power
conditioning  products,  and associated software and accessories  for  use  with
personal computers, engineering work stations, file servers, communications  and
internetworking  equipment, and a variety of other sensitive electronic  devices
which  rely on electric utility power.  The Company's principal markets  are  in
North America, Europe, and the Asia Pacific region.

Principles of Consolidation
The  consolidated  financial statements include the accounts of  American  Power
Conversion  Corporation  and  all  of  its  majority-owned  subsidiaries.    All
intercompany accounts and transactions are eliminated in consolidation.

Inventories
Inventories  are  stated at the lower of cost or market; cost  being  determined
using the first-in, first-out (FIFO) method.

Property, Plant, and Equipment
Property,  plant and equipment are stated at cost.  Depreciation is provided  by
using the straight-line method over their useful lives as follows:

          Land improvements                             15 years
          Buildings and improvements                    40 years
          Machinery and equipment                       5 - 10 years
          Purchased software                            3 years
          Office equipment, furniture and fixtures      3 - 10 years

Research and Development
Expenditures for research and development are expensed in the year incurred.

Warranties
The  Company  presently offers a limited two-year warranty.  The  provision  for
potential liabilities resulting from warranty claims is provided at the time  of
sale.   The  provision  is  computed  based upon  historical  data  and  current
estimates.    During  1992,  the  Company  began  offering  its  customers   the
opportunity to extend the basic warranty period an additional three years  under
a  separately priced program.   Recognition of the revenue associated  with  the
extended  warranty program commences on the date the extended  warranty  becomes
effective and is recognized on a straight-line basis over the extended  warranty
period.   In  addition, the Company has the  Equipment Protection  Policy  which
provides up to $25,000 for repair or replacement of a customers' hardware should
a  surge or lightning strike pass through a Company unit.  The policy applies to
all  units  manufactured after January 1, 1992.  Other restrictions also  apply.
The  Company's ProtectNet line of data line surge suppressors feature  a  unique
"Double-Up"  Supplemental Equipment Protection Policy,  under  which  the  total
recoverable  limit  under the  Equipment Protection Policy  is  doubled,  up  to
$50,000 (U.S. and Canada only).  The Company has experienced satisfactory  field
operating  results,  and  warranty  costs  incurred  to  date  have  not  had  a
significant impact on the Company's results of operations.

                                       23
<PAGE>
Income Taxes
Income taxes are accounted for under the asset and liability method.  Under this
method,  deferred tax assets and liabilities are recognized for the  future  tax
consequences  attributable  to  differences  between  the  financial   statement
carrying  amounts  of existing assets and liabilities and their  respective  tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to  apply  to  taxable income in the years in  which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets  and liabilities of a change in tax rates is recognized in income in  the
period that includes the enactment date.

Deferred  income taxes have not been provided for the undistributed earnings  of
the Company's foreign subsidiaries which aggregated approximately $60 million at
December  31, 1996.  The Company plans to reinvest all such earnings for  future
expansion.   If  such  earnings were distributed, taxes would  be  increased  by
approximately $15 million.

Cash and Cash Equivalents
Cash  and cash equivalents consists of funds on deposit and money market savings
accounts.

Short-term Investments
Short-term investments (consisting primarily of government and government agency
debt securities with fixed rates of interest) are carried at fair value and have
original   maturities  greater  than  three  months.   The  cost  of  short-term
investments  sold is determined using the specific identification  method.   The
Company had no short-term investments at December 31, 1996 and 1995.

Earnings per Share
Earnings  per  share is computed by dividing net income by the weighted  average
number of shares of common stock and common stock equivalents outstanding during
the  period.   Under  the  treasury stock method, the  unexercised  options  are
assumed to be exercised at the beginning of the period or at issuance, if later.
The  assumed  proceeds  are 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 years presented.

Stock Based Compensation
The Company applies APB Opinion 25 and related Interpretations in accounting for
its  two  stock  option  plans.   Accordingly, no  compensation  cost  has  been
recognized   for   these  plans  in  the  accompanying  consolidated   financial
statements.

Advertising Costs
Advertising costs are reported in selling, general, and administrative  expenses
in  the  accompanying  consolidated statements of income and  include  costs  of
advertising, advertising production, trade shows, and other activities  designed
to   enhance  demand  for  the  Company's  products.   Advertising  costs   were
$36,328,000 in 1996, $23,096,000 in 1995, and $12,829,000 in 1994.  There are no
capitalized advertising costs in the accompanying consolidated balance sheet.

Use of Estimates
The  preparation  of financial statements in conformity with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets and  liabilities  and  disclosure  of
contingent  assets and liabilities at the date of the financial  statements  and
the  reported  amounts  of revenues and expenses during  the  reporting  period.
Actual results may differ from those estimates.

                                        24
<PAGE>
2.   Accounts Receivable

Accounts  receivable are generally not concentrated in any geographic region  or
industry.   Collateral is usually not required except for certain  international
transactions for which the Company requires letters of credit to secure payment.
The  Company  estimates an allowance for doubtful accounts based on  the  credit
worthiness   of   its   customers  as  well  as  general  economic   conditions.
Consequently,  an  adverse change in those factors could  affect  the  Company's
estimate of its bad debts.

3.   Inventories

Inventories consist of the following:
<TABLE>
<CAPTION>
                                  1996            1995
             <S>               <C>            <C>
             Raw materials     $ 68,657,195   $ 62,495,212
             Work in process     13,344,466     28,499,516
             Finished goods      48,441,615     56,546,325
                               $130,443,276   $147,541,053
</TABLE>
4.   Revolving Credit Agreements

The Company maintains a credit facility with a bank in the form of a $15,000,000
unsecured  line  of  credit, due and payable on demand, with no  commitment  fee
required on the unused portion.  The line of credit bears interest at the bank's
prime  rate and expires upon written notice given by either party.  The  Company
also  maintains an additional $50,000,000 unsecured line of credit facility with
another bank, with no commitment fee required, that expires upon written  notice
given by either party.  This facility bears interest at the bank's cost of funds
rate  plus  .625%.  There were no amounts outstanding under these facilities  at
December 31, 1996 and 1995.

5.   Income Taxes

Total  federal,  state and foreign income tax expense (benefit) from  continuing
operations for the years ended December 31, 1996, 1995 and 1994 consists of  the
following:
<TABLE>
<CAPTION>
                        Current        Deferred        Total
            <S>       <C>            <C>            <C>
            1996:                                             
            Federal   $38,279,000    ($6,759,000)   $31,520,000
            State       7,100,000     (1,100,000)     6,000,000
            Foreign     9,259,000       (221,000)     9,038,000
                      $54,638,000    ($8,080,000)   $46,558,000
            1995:                                  
            Federal   $33,122,000    ($2,993,000)   $30,129,000
            State       4,300,000       (500,000)     3,800,000
            Foreign     1,303,000       (203,000)     1,100,000
                      $38,725,000    ($3,696,000)   $35,029,000
            1994:                                            
            Federal   $31,997,073       $ 66,000    $32,063,073
            State       4,850,000         12,000      4,862,000
            Foreign     1,080,000         70,000      1,150,000
                      $37,927,073       $148,000    $38,075,073
</TABLE>
Income tax expense attributable to continuing operations amounted to $46,558,000
in 1996, $35,029,000 in 1995, and $38,075,073 in 1994 (effective rates of 33.5%,
33.5%,  and  34.8%, respectively).  The actual expense for 1996, 1995  and  1994
differs from the "expected" tax expense (computed by applying the statutory U.S.
federal corporate tax rate of 35% to earnings before income taxes) as follows:

                                        25
<PAGE>
<TABLE>
<CAPTION>
                                                   1996          1995          1994
<S>                                            <C>           <C>           <C>
 Computed "expected" tax expense               $48,642,609   $36,597,923   $38,272,515
 State income taxes, net of federal
   income tax benefit                            3,900,000     2,470,000     3,160,300
 Foreign earnings taxed at rates lower than                                          
 U.S. statutory rate (principally Ireland)      (4,520,000)   (2,880,000)     (750,000)
 Foreign sales corporation                      (1,475,250)   (1,331,932)   (1,807,606)
 Research and development credit                         -       (38,069)     (106,991)
 Other                                              10,641       211,078      (693,145)
                                               $46,558,000   $35,029,000   $38,075,073
</TABLE>
The  domestic  and  foreign  components of earnings  before  income  taxes  were
$94,822,083   and   $44,156,801,  respectively,  for   1996,   $70,523,432   and
$34,042,062,   respectively,   for  1995,  and  $101,372,543   and   $7,977,501,
respectively,  for 1994.  Total income tax expense for the years ended  December
31, 1996, 1995 and 1994 was allocated as follows: 
<TABLE>
<CAPTION>
                                                 1996           1995            1994
<S>                                          <C>            <C>             <C>
 Income from continuing operations           $46,558,000    $35,029,000     $38,075,073
 Shareholders' equity, for compensation                                                    
   expense for tax purposes in excess of                                                                        
   amounts recognized for financial
   statement purposes                         (1,430,000)      (300,000)     (2,514,000)
                                             $45,128,000    $34,729,000     $35,561,073
</TABLE>
At December 31, 1996 and 1995, deferred income tax assets and liabilities result
from temporary differences in the recognition of income and expense for tax  and
financial  reporting purposes.  The sources and tax effects of  these  temporary
differences are presented below:
<TABLE>
<CAPTION>
                                                       1996                 1995
     <S>                                           <C>                  <C>
     Deferred tax liabilities:                                                     
     Excess of tax over financial statement        $ 5,706,000          $ 4,659,000
     depreciation
     Other                                              74,000              240,000
     Total deferred tax liabilities                  5,780,000            4,899,000
                                                                               
     Deferred tax assets:                                                      
     Allowance for doubtful accounts                 2,806,000            1,705,000
     Additional costs inventoried for tax            1,014,000              975,000
     purposes
     Intercompany inventory profits                  2,793,000            2,035,000
     Allowances for sales and marketing programs     5,343,000            2,247,000
     Inventory obsolescence reserve                  4,875,000            2,145,000
     Accrual for compensation and compensated        1,063,000              712,000
     absences
     Reserve for warranty costs                        508,000              320,000
     Deferred revenue                                1,138,000              443,000
     Deferred gain on intercompany sale of             744,000              741,000
     equipment
     Total gross deferred tax assets                20,284,000           11,323,000
       less valuation allowance                              -                    -
     Net deferred tax assets                        20,284,000           11,323,000
                                                                                   
     Net deferred income taxes                     $14,504,000          $ 6,424,000
</TABLE>
In  assessing  the  realizability of deferred tax assets, the Company  considers
whether it is more likely than not that some portion or all of the deferred  tax
assets  will  not be realized.  Due to the fact that the Company has  sufficient
taxable income in the federal carryback period and anticipates sufficient future
taxable  income  over the periods which the deferred tax assets are  deductible,
the  ultimate  realization  of deferred tax assets for  federal  and  state  tax
purposes  appears  more likely than not.  The U.S. federal  taxable  income  for
1995,  1994 and 1993 was approximately $82.8 million, $85.1 million,  and  $58.9
million, respectively.

                                        26
<PAGE>
6.   Stock Option Plans

At  December  31,  1996,  the  Company has two stock  option  plans,  which  are
described below.  Statement of Financial Accounting Standards ("SFAS") No.  123,
"Accounting  for  Stock-Based Compensation," requires companies  to  either  (a)
record an expense related to its stock option plans based on the estimated  fair
value of stock options as of the date of the grant or (b) disclose pro forma net
income  and  earnings per share data as if the company had recorded an  expense,
beginning with options granted in 1995.  The Company has elected to continue  to
apply  APB Opinion 25 and related Interpretations in accounting for these  plans
and  to  comply with the SFAS No. 123 disclosure requirements.  Accordingly,  no
compensation  cost  has  been  recognized for its  stock  option  plans  in  the
accompanying consolidated financial statements.  Had compensation cost for  such
plans  been  determined based on the fair value at the grant  dates  for  awards
under these plans consistent with the method of SFAS No. 123, the Company's  net
income  and earnings per share would have been reduced to the pro forma  amounts
indicated below:
<TABLE>
<CAPTION>
                                              1996             1995
      <S>                   <C>           <C>              <C>                
      Net income            As reported   $92,420,884      $69,536,494
                            Pro forma      91,228,000       68,908,000
                                                         
      Earnings per share    As reported          $.98             $.74
                            Pro forma             .97              .74
</TABLE>
The  pro  forma effect on net income for 1996 and 1995 is not representative  of
the pro forma effect on net income in future years because it does not take into
consideration  pro forma compensation expense related to grants  made  prior  to
1995.   The weighted average fair value of options granted during 1996 and  1995
was $5.13 and $4.95, respectively.  The Company estimates the fair value of each
option  as of the date of grant using the Black-Scholes pricing model  with  the
following weighted average assumptions used for grants in 1996 and 1995:
<TABLE>
<CAPTION>
                                             1996        1995
          <S>                              <C>         <C>
          Expected volatility                 56%         54%
          Dividend yield                       -           -
          Risk-free interest rate            6.6%        5.7%
          Expected life                    5 years     4 years
</TABLE>
Under the 1987 Stock Option Plan (the "Plan"), the Company may grant options for
up  to 10,800,000 shares of common stock.  Options granted under the Plan may be
either (a) options intended to constitute incentive stock options ("ISOs") under
the  Internal  Revenue  Code of 1986 (the "Code") or (b) non-qualified  options.
Incentive  stock options may be granted under the Plan to employees or  officers
of  the Company.  Non-qualified options may be granted to consultants, directors
(whether or not they are employees), employees or officers of the Company.

ISOs  granted  under the Plan may not be granted at a price less than  the  fair
market  value of the common stock on the date of grant (or 110% of  fair  market
value  in  the case of employees or officers holding 10% or more of  the  voting
stock  of  the Company).  The aggregate fair market value of shares,  for  which
ISOs granted to any employee are exercisable for the first time by such employee
during  any calendar year (under all stock option plans of the Company  and  any
related  corporation), may not exceed $100,000.  Non-qualified  options  granted
under  the  Plan may not be granted at a price less than the lesser of  (a)  the
book  value  per share of common stock as of the end of the fiscal year  of  the
Company  immediately preceding the date of such grant, or (b) 50%  of  the  fair
market value of the common stock on the date of grant.

On  February  25,  1993,  the Board of Directors adopted the  1993  Non-employee
Director  Stock Option Plan (the "1993 Director Plan").  Options  granted  under
this plan are non-qualified stock options and may be granted to each person  who
was  a  member of the Company's Board of Directors on February 25, 1993 and  who

                                        27
<PAGE>
was not an employee or officer of the Company. The 1993 Director Plan authorized
the  grant  of options for up to 40,000 shares of common stock.  As of  February
25,  1993, two Directors were entitled to participate in the 1993 Director  Plan
with each receiving a grant of options for 20,000 shares at an exercise price of
$12 per share (i.e., the market price on the date of grant).

Options granted under the Plans before December 1, 1995 vested 25% at the end of
the  first  year  and  12.5%  at the end of each six  month  period  thereafter.
Options  granted after December 1, 1995 vest 20% at the end of the  second  year
and 20% at the end of each year thereafter.

Options granted under the Plans before January 1, 1993 will expire not more than
five  years  from  the  date of grant.  Options granted under  the  Plans  after
January 1, 1993 will expire not more than ten years from the date of grant (five
years in the case of ISOs granted to ten percent shareholders).  The outstanding
options expire at various dates through 2006.  Options granted terminate  within
a  specified period of time following termination of an optionee's employment or
position as a director or consultant with the Company.

A  summary of the status of the Company's stock option plans as of December  31,
1996,  1995  and  1994, and changes during the years ending on  those  dates  is
presented below:
<TABLE>
<CAPTION>
                          1996                1995                1994
                             Weighted            Weighted            Weighted
                             Average             Average             Average
                             Exercise            Exercise            Exercise
                    Shares   Price      Shares   Price       Shares  Price
<S>               <C>        <C>      <C>        <C>      <C>        <C>
Outstanding at                                                            
 beginning of
 year             1,946,653   $ 8.59  2,258,375   $10.70   3,293,504  $ 5.82
Granted             460,583     9.68  1,114,413    10.75     485,750   18.94
Exercised          (575,873)    5.05   (484,665)    4.14  (1,401,829)   1.99
Terminated         (222,343)    9.17   (941,470)   18.57    (119,050)  11.73
Outstanding at                                                            
 end of year      1,609,020    10.04  1,946,653     8.59   2,258,375   10.70
                                                                          
Exercisable                                                               
  at year-end       556,076             919,293              948,311    
                                                                          
Shares reserved                                                           
  at year-end     2,836,549           3,412,422            3,897,087  
</TABLE>
The  following  table summarizes information about stock options outstanding  at
December 31, 1996:
<TABLE>
<CAPTION>
                            Options Outstanding          Options Exercisable
                                  Weighted                                  
                                  Average     Weighted               Weighted
                                 Remaining    Average                Average
    Range of         Shares     Contractual   Exercise     Shares    Exercise
Exercise Prices   Outstanding   Life (years)   Price    Exercisable   Price
<S>                 <C>             <C>        <C>        <C>         <C>     
 $6.94 to $10.25    1,409,695       7.9        $ 9.35     441,603     $ 9.03
$12.00 to $17.50      161,425       6.8         13.30      93,424      12.81
$19.63 to $26.00       37,900       7.5         21.49      21,049      21.09
 $6.94 to $26.0     1,609,020       7.8         10.04     556,076      10.13
</TABLE>
                                        28
<PAGE>
7.   Retirement Benefits

At  December 31, 1996, the Company has noncontributory Employee Stock  Ownership
Plans   (the  "ESOP")  covering  substantially  all  North  American  and  Irish
employees.   Contributions  to the ESOP are based on a  percentage  of  eligible
compensation  and  are determined by the Company's Board  of  Directors  at  its
discretion, subject to the limitations established by U.S. and Irish  tax  laws.
The  ESOP  holds  5,025,546  shares  of  common  stock  at  December  31,  1996.
Substantially  all  contributed  shares  have  been  allocated  to   participant
accounts.   ESOP  contributions amounted to approximately  $6,926,000  in  1996,
$5,501,000, in 1995, and $3,939,000 in 1994.

The  retirement  expense  for  1996, 1995 and  1994  amounted  to  approximately
$8,538,000, $6,570,000, and $5,367,000, respectively.

8.   Segment and Geographic Information

The  Company  operates  primarily in one industry  segment  which  includes  the
manufacturing  and  selling  of UPS products primarily  to  wholesalers  in  the
computer  industry.  The Company closely monitors the credit worthiness  of  its
customers, adjusting credit policies and limits as deemed necessary.

No  single customer comprised 10% or more of the Company's net sales in 1996 and
1995.    Sales  to  one  customer,  Ingram  Micro  Corporation,  accounted   for
approximately 11% of the Company's net sales in 1994.

The  Company's primary manufacturing operations outside of the United States are
located  in  Galway, Ireland, as explained in Note 12, and in  the  Philippines.
American   Power   Conversion  Europe,  S.A.R.L.,  American   Power   Conversion
Corporation's subsidiary located in France, provides sales and technical support
to  customers in Europe, the Middle East, the former Soviet Union and Africa and
its  revenues are in the form of commissions from the Galway operations.   These
foreign   operations  have  been  combined  into  one  category.    Intercompany
transactions  have been eliminated.  Information about the Company's  operations
in different geographic locations for 1996, 1995 and 1994 follows:
<TABLE>
<CAPTION>
                                        1996           1995           1994
 <S>                               <C>            <C>            <C>
 Revenues from unaffiliated                                               
 customers:
 United States                     $411,898,743   $310,751,098   $243,988,738
 Foreign                            189,463,261    115,092,696     28,115,344
 Export sales from United States    105,515,474     89,418,630    106,191,181
                                   $706,877,478   $515,262,424   $378,295,264
 Operating profit:                                                        
 United States                     $ 84,531,334   $ 69,848,090   $ 97,720,548
 Foreign                             49,258,590     33,857,182      7,928,412
                                   $133,789,924   $103,705,272   $105,648,962
 Identifiable assets:                                                 
 United States                     $352,106,922   $241,891,097   $200,805,337
 Foreign                            151,894,733    104,696,742     64,357,703
                                   $504,001,655   $346,587,839   $265,163,038
 Capital expenditures:                                                      
 United States                      $17,269,766    $21,554,156    $25,416,577
 Foreign                              7,735,228      2,440,187     10,487,236
                                    $25,004,994    $23,994,343    $35,903,813
 Depreciation and amortization:                                                  
 United States                      $10,813,263    $ 8,401,171     $5,544,032
 Foreign                              2,697,810      1,700,711        561,114
                                    $13,511,073    $10,101,882     $6,105,146
</TABLE>
                                        29
<PAGE>
During 1996, 1995 and 1994, respectively, 49%, 38%, and 14% of export sales from
the  United States were to unaffiliated customers in the Asia Pacific region and
14%,  23%,  and  50%  were to unaffiliated customers in European,  African,  and
Middle  Eastern  countries,  with the remainder in  Canada  and  South  America.
During  1996,  1995 and 1994, approximately 81% of foreign sales to unaffiliated
customers  were  to  European, African, and Middle Eastern customers,  with  the
remainder  in  the  former Soviet Union.  Approximately  90%  of  the  Company's
foreign  operating profits and identifiable assets were located in Europe,  with
the remainder in the Asia Pacific region.

9.   Litigation

During  August 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  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 these  actions
has been recognized in the accompanying consolidated financial statements.

The  Company is also involved in various claims and legal actions arising in the
ordinary  course  of  business.   In the opinion  of  management,  the  ultimate
disposition  of  these matters will not have a material adverse  effect  on  the
Company's consolidated financial position or results of operations or liquidity.

10.  Fair Value of Financial Instruments

The  carrying  amount  of cash, cash equivalents, accounts receivable,  accounts
payable,  and accrued liabilities approximates their fair value because  of  the
short duration of these instruments.

11.  Commitments

The   Company   has  several  noncancelable  operating  leases,  primarily   for
warehousing  and  office space, expiring at various dates through  2003.   These
leases  contain renewal options for periods ranging from one to three years  and
require  the  Company  to pay its proportionate share of utilities,  taxes,  and
insurance.  Rent expense under these leases for 1996 and 1995 was $2,509,000 and
$1,930,000,  respectively,  and was not material to  the  Company's  results  of
operations for 1994.

Future minimum lease payments under these leases are:  1997 - $2,020,000; 1998 -
$1,588,000;  1999  -  $1,328,000;  2000 - $1,253,000;  2001  -  $1,042,000;  and
$519,000 thereafter.

12.  Contingencies

In 1994, American Power Conversion Corporation established operations in Galway,
Ireland  through its subsidiary, American Power Conversion Corporation  (A.P.C.)
B.V.   The  facility is providing manufacturing and technical support to  better
service the Company's markets in Europe, the Middle East, Africa and the  former
Soviet Union.  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 (a) the Company fail to meet certain  employment
goals established under the agreement which are to be achieved over a five  year

                                        30
<PAGE>
implementation period and/or (b) 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 December  31,  1996
was  approximately $10.2 million.  The total cumulative amount of capital grants
received  through  December  31, 1996 amounted to  approximately  $7.9  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 December
31,  1996  was  approximately  $2.0 million.  The  total  cumulative  amount  of
training grants received through December 31, 1996 amounted to approximately $.7
million.

In  addition, the Company executed agreements in 1994 with an unrelated  company
to  acquire  the  280,000  square foot manufacturing and  distribution  facility
presently occupied for one (1) Irish Pound (equivalent to approximately  $1.50).
As  additional consideration for the facility, the Company assumed a  contingent
liability of approximately $5.2 million as part of the Company's agreement  with
the IDA.  The contingent liability is canceled upon successful completion of the
terms of the agreement.

13.  Quarterly Financial Data (Unaudited)

The following is a summary of quarterly results of operations:
<TABLE>
<CAPTION>
                          Q1           Q2           Q3           Q4
                         (In dollars except shares outstanding)
  <S>                <C>          <C>          <C>          <C>
  1996:                                                         
  Net Sales          141,625,835  161,436,849  193,755,373  210,059,421
  Gross Profit        58,185,086   67,338,063   81,983,446   91,468,811
  Net Income          15,212,570   19,105,252   27,901,040   30,202,022
  Earnings Per Share         .16          .20          .30          .32
  Weighted Average                                                     
   Shares Outstanding 93,750,447   94,243,830   94,401,094   95,108,852
                                                                       
  1995:                                                                
  Net Sales          109,203,576  122,550,777  141,993,350  141,514,721
  Gross Profit        52,590,803   57,466,424   59,243,809   61,460,915
  Net Income          18,269,813   17,380,546   17,129,440   16,756,695
  Earnings Per Share         .20          .19          .18          .18
  Weighted Average                                                     
   Shares Oustanding  93,336,733   93,642,721   93,765,475   93,711,946
</TABLE>
Item  9.   Changes  in  and  Disagreements with Accountants  on  Accounting  and
Financial Disclosure
Not applicable.

                                        31
<PAGE>
                                    Part III

Item 10.  Directors of the Registrant
Information   with  respect  to  Directors  may  be  found  under  the   caption
"Occupations of Directors" appearing in the Company's definitive Proxy Statement
for  the  Annual  Meeting of Shareholders to be held on April  21,  1997.   Such
information is incorporated herein by reference.

Item 11.  Executive Compensation
The  information set forth under the caption "Executive Compensation"  appearing
in   the  Company's  definitive  Proxy  Statement  for  the  Annual  Meeting  of
Shareholders to be held on April 21, 1997 is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
The  information set forth under the caption, "Management and Principal  Holders
of  Voting Securities" appearing in the Company's definitive Proxy Statement for
the  Annual Meeting of Shareholders to be held on April 21, 1997 is incorporated
herein by reference.

Item 13.  Certain Relationships and Related Transactions
The information set forth under the captions, "Certain Relationships and Related
Transactions"  appearing  in the Company's definitive Proxy  Statement  for  the
Annual  Meeting  of  Shareholders to be held on April 21, 1997  is  incorporated
herein by reference.

                                     Part IV
                                        
Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)  Documents filed as part of Form 10-K

1.  Consolidated Financial Statements
The consolidated financial statements of the Company have been included in Item
8 of this report.

     Consolidated Balance Sheets as of December 31, 1996 and 1995
     Consolidated Statements of Income for each of the three years ended
          December 31, 1996, 1995 and 1994
     Consolidated Statements of Shareholders' Equity 
          for each of the three years ended
          December 31, 1996, 1995 and 1994
     Consolidated Statements of Cash Flows for each of the three years ended
          December 31, 1996, 1995 and 1994
     Notes to Consolidated Financial Statements

2.  Consolidated Financial Statement Schedules

      Schedule                                   
       Number      Description                    Page No.
         II        Valuation and Qualifying          38
                   Accounts and Reserves

Schedules other than those listed above have been omitted since they are  either
not  required  or  the  information required is  included  in  the  consolidated
financial statements or the notes thereto.

KPMG  Peat  Marwick LLP's reports with respect to the above listed  consolidated
financial statements and consolidated financial statement schedule are  included
herein on pages 35 and 36.

                                       32
<PAGE>
3.  Exhibit Listing

 Exhibit       Description
 Number
               
 3.01****      Articles of Organization of the Registrant, as amended (3.01)
 3.02**        By-Laws of the Registrant, as amended (3.02)
 10.01*        1987 Stock Option Plan of the Registrant (10.01) (X)
 10.02*        Form of Incentive Stock Option Agreement under the Registrant's
               1987 Stock Option Plan (10.02) (X)
 10.03*        Form of the Non-Qualified Stock Option Agreement under the
               Registrant's 1987 Stock Option Plan (10.03) (X)
 10.04*        The Registrant's Employee Stock Ownership Plan Trust Agreement
               dated December 30, 1987 (10.04) (X)
 10.05**       The Registrant's Employee Stock Ownership Plan dated December
               30, 1987, as amended and restated (10.05) (X)
 10.06*        Employment Agreement dated June 16, 1986 between the Company
               and Rodger B. Dowdell, Jr. (10.07) (X)
 10.7**        Unsecured line of credit agreement dated June 29, 1991 between
               the Registrant and Rhode Island Hospital Trust National Bank
               (10.19)
 10.8**        Unsecured line of credit agreement dated December 30, 1991
               between the Registrant and Fleet National Bank (10.20)
 10.9***       Amendment dated December 30, 1992 to Unsecured line of credit
               agreement between the Registrant and Fleet National Bank
               (10.13)
 10.10***      Grant agreement dated February 16, 1994 between the Registrant
               and Industrial Development Authority of Ireland (10.14)
 10.11***      Contract for Sale dated January 31, 1994 between the Registrant
               and Digital Equipment International (10.15)
 10.12***      Management Agreement dated January 31, 1994 between the
               Registrant and Digital Equipment International (10.17)
 10.13***      Licence Agreement dated January 31, 1994 between the Registrant
               (Grantor) and Digital Equipment International (Licencee)
               (10.18)
 10.14***      Grant of Options Agreement dated January 31, 1994 between the
               Registrant and Digital Equipment International (10.19)
 10.15***      Memorandum Agreement dated January 31, 1994 between the
               Registrant and Digital Equipment International (10.20)
 10.16***      1993 Non-Employee Director Stock Option Plan (10.22) (X)
 10.17*****    Letter Agreement dated June 22, 1995 to amend loan agreement
               dated December 30, 1991 by and between Registrant and Fleet
               National Bank (10.1)
 10.18******   Letter Agreement dated October 11, 1995 to amend loan agreement
               dated December 30, 1991 by and between Registrant and Fleet
               National Bank (10.1)
 10.19*******  Purchase and Sale Contract dated April 12, 1995 between the
               Registrant and Trustees of Normac-Billerica Associates III
               u/d/t dated October 11, 1979 (10.19)
 10.20         American Power Conversion Corporation B.V. Profit Sharing
               Scheme dated September 25, 1996 (X)
 11            Computation of Earnings per Share
 21            Subsidiaries of Registrant
 23            Consent of KPMG Peat Marwick LLP
 27            Financial Data Schedule (for SEC EDGAR filing only)

                                        33
<PAGE>
*   Previously filed as exhibits to the Company's Registration Statement on Form
S-18 dated July, 1988 (File No. 33-22707-B).
**   Previously filed as an exhibit to the Company's Annual Report on Form  10-K
for the fiscal year ended December 31, 1991 and incorporated herein by reference
(File No. 0-17126).  The number given in parenthesis indicates the corresponding
exhibit in such Form 10-K.
***   Previously  filed as an exhibit (Exhibit No. 22) to the  Company's  Annual
Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated
herein  by  reference  (File  No. 1-12432).  The  number  given  in  parenthesis
indicates the corresponding exhibit in such Form 10-K.
****  Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated herein by reference
(File No. 1-12432).  The number given in parenthesis indicates the corresponding
exhibit in such Form 10-K.
*****  Previously filed as an exhibit to the Company's Quarterly Report on  Form
10-Q  for  the  fiscal  quarter ended June 30, 1995 and incorporated  herein  by
reference  (File  No. 1-12432).  The number given in parenthesis  indicates  the
corresponding exhibit in such Form 10-Q.
******  Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1995 and incorporated herein  by
reference  (File  No. 1-12432).  The number given in parenthesis  indicates  the
corresponding exhibit in such Form 10-Q.
*******   Previously filed as an exhibit to the Company's Annual Report on  Form
10-K  for  the  fiscal year ended December 31, 1995 and incorporated  herein  by
reference  (File  No. 1-12432).  The number given in parenthesis  indicates  the
corresponding exhibit in such Form 10-K.

(X)  Indicates  a  management  contract or any compensatory  plan,  contract  or
arrangement.

(b)  Reports on Form 8-K
No reports on Form 8-K have been filed by the Registrant during the quarter
ended December 31, 1996.

                                        34
<PAGE>







                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Shareholders
American Power Conversion Corporation:


We  have audited the accompanying consolidated balance sheets of American  Power
Conversion  Corporation and subsidiaries as of December 31, 1996 and  1995,  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,  1996.
These  consolidated financial statements are the responsibility of the Company's
management.   Our responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles used and significant  estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material respects, the financial position  of  American  Power
Conversion  Corporation and subsidiaries as of December 31, 1996 and  1995,  and
the  results of their operations and their cash flows for each of the  years  in
the  three-year  period  ended December 31, 1996, in conformity  with  generally
accepted accounting principles.



                                         KPMG  Peat  Marwick LLP




Providence, Rhode Island
February 10, 1997


                                        35
<PAGE>






                          INDEPENDENT AUDITORS' REPORT




The Board of Directors and Shareholders
American Power Conversion Corporation:


Under  date of February 10, 1997, we reported on the consolidated balance sheets
of  American  Power Conversion Corporation and subsidiaries as of  December  31,
1996  and  1995 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, 1996, as contained in the annual report on Form 10-K for the  year
1996.   In  connection  with  our  audits  of  the  aforementioned  consolidated
financial  statements, we also audited the related financial statement  schedule
listed   in   Item   14(a)(2).   This  financial  statement  schedule   is   the
responsibility of the Company's management.  Our responsibility is to express an
opinion on the financial statement schedule based on our audits.

In  our  opinion, such financial statement schedule, when considered in relation
to  the  basic  consolidated financial statements taken  as  a  whole,  presents
fairly, in all material respects, the information set forth therein.



                                          KPMG  Peat  Marwick LLP




Providence, Rhode Island
February 10, 1997


                                        36
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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
                                        
                                          Date:  March 1, 1997

                             By:  /s/ Donald M. Muir
                     Donald M. Muir, Chief Financial Officer
                  (principal financial and accounting officer)

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities indicated on the date indicated.

                                          Date:  March 1, 1997

                         By:  /s/ Rodger B. Dowdell, Jr.
                             Rodger B. Dowdell, Jr.,
                                   President,
               Chairman, Principal Executive Officer and Director
                          (principal executive officer)

                                          Date:  March 1, 1997
                                        
                              /s/ Neil E. Rasmussen
                               Neil E. Rasmussen,
                           Vice President and Director
                                        
                                          Date:  March 1, 1997

                            /s/  Emanuel E. Landsman
                              Emanuel E. Landsman,
                       Vice President, Clerk and Director
                                        
                                          Date:  March 1, 1997

                                /s/ Ervin F. Lyon
                                 Ervin F. Lyon,
                                    Director
                                        
                                          Date:  March 1, 1997
                                        
                               /s/ James D. Gerson
                                James D. Gerson,
                                    Director

                                        37
<PAGE>
                                                                     Schedule II
                                        
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                        
                 Valuation and Qualifying Accounts and Reserves
                                        
              For the years ended December 31, 1996, 1995 and 1994
                                        
                                        
                                        
                                        
   Valuation accounts deducted from assets to which they apply:
<TABLE>
<CAPTION>                                                                    
                      Allowance for Doubtful Accounts Receivable

                  Balance at    Charged to   Write Offs/      Balance at  
                  Beginning     Costs and    Allowances         End of
                   of Year      Expenses        Taken             Year
       <S>        <C>           <C>           <C>            <C>            
       1996       $6,920,000    $4,291,000    ($422,000)     $10,789,000
                                                                        
       1995        2,979,000     4,626,500     (685,500)       6,920,000
                                                                        
       1994        1,544,000     2,283,000     (848,000)       2,979,000
</TABLE>
                                        38
<PAGE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                  EXHIBIT INDEX


 Exhibit       Descriptions                                              Page
 Number                                                                   No.
                                                                           
 3.01****      Articles of Organization of the Registrant, as amended      
               (3.01)
 3.02**        By-Laws of the Registrant, as amended (3.02)                
 10.01*        1987 Stock Option Plan of the Registrant (10.01) (X)        
 10.02*        Form of Incentive Stock Option Agreement under the          
               Registrant's 1987 Stock Option Plan (10.02) (X)
 10.03*        Form of the Non-Qualified Stock Option Agreement under      
               the Registrant's 1987 Stock Option Plan (10.03) (X)
 10.04*        The Registrant's Employee Stock Ownership Plan Trust        
               Agreement dated December 30, 1987 (10.04) (X)
 10.05**       The Registrant's Employee Stock Ownership Plan dated        
               December 30, 1987, as amended and restated (10.05) (X)
 10.06*        Employment Agreement dated June 16, 1986 between the        
               Company and Rodger B. Dowdell, Jr. (10.07) (X)
 10.7**        Unsecured line of credit agreement dated June 29, 1991      
               between the Registrant and Rhode Island Hospital Trust
               National Bank (10.19)
 10.8**        Unsecured line of credit agreement dated December 30,       
               1991 between the Registrant and Fleet National Bank
               (10.20)
 10.9***       Amendment dated December 30, 1992 to Unsecured line of      
               credit agreement between the Registrant and Fleet
               National Bank (10.13)
 10.10***      Grant agreement dated February 16, 1994 between the         
               Registrant and Industrial Development Authority of
               Ireland (10.14)
 10.11***      Contract for Sale dated January 31, 1994 between the        
               Registrant and Digital Equipment International (10.15)
 10.12***      Management Agreement dated January 31, 1994 between         
               the Registrant and Digital Equipment International
               (10.17)
 10.13***      Licence Agreement dated January 31, 1994 between the        
               Registrant (Grantor) and Digital Equipment
               International (Licencee) (10.18)
 10.14***      Grant of Options Agreement dated January 31, 1994           
               between the Registrant and Digital Equipment
               International (10.19)
 10.15***      Memorandum Agreement dated January 31, 1994 between         
               the Registrant and Digital Equipment International
               (10.20)
 10.16***      1993 Non-Employee Director Stock Option Plan (10.22)        
               (X)
 10.17*****    Letter Agreement dated June 22, 1995 to amend loan          
               agreement dated December 30, 1991 by and between
               Registrant and Fleet National Bank (10.1)
 10.18******   Letter Agreement dated October 11, 1995 to amend loan       
               agreement dated December 30, 1991 by and between
               Registrant and Fleet National Bank (10.1)
 10.19*******  Purchase and Sale Contract dated April 12, 1995             
               between the Registrant and Trustees of Normac-
               Billerica Associates III  u/d/t dated October 11, 1979
               (10.19)
 10.20         American Power Conversion Corporation B.V. Profit           
               Sharing Scheme dated September 25, 1996 (X)                41
 11            Computation of Earnings per Share                          64
 21            Subsidiaries of Registrant                                 65
 23            Consent of KPMG Peat Marwick LLP                           66
 27            Financial Data Schedule (for SEC EDGAR filing only)        67

                                        39
<PAGE>
*   Previously filed as exhibits to the Company's Registration Statement on Form
S-18 dated July, 1988 (File No. 33-22707-B).
**   Previously filed as an exhibit to the Company's Annual Report on Form  10-K
for the fiscal year ended December 31, 1991 and incorporated herein by reference
(File No. 0-17126).  The number given in parenthesis indicates the corresponding
exhibit in such Form 10-K.
***   Previously  filed as an exhibit (Exhibit No. 22) to the  Company's  Annual
Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated
herein  by  reference  (File  No. 1-12432).  The  number  given  in  parenthesis
indicates the corresponding exhibit in such Form 10-K.
****  Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated herein by reference
(File No. 1-12432).  The number given in parenthesis indicates the corresponding
exhibit in such Form 10-K.
*****  Previously filed as an exhibit to the Company's Quarterly Report on  Form
10-Q  for  the  fiscal  quarter ended June 30, 1995 and incorporated  herein  by
reference  (File  No. 1-12432).  The number given in parenthesis  indicates  the
corresponding exhibit in such Form 10-Q.
******  Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1995 and incorporated herein  by
reference  (File  No. 1-12432).  The number given in parenthesis  indicates  the
corresponding exhibit in such Form 10-Q.
*******   Previously filed as an exhibit to the Company's Annual Report on  Form
10-K  for  the  fiscal year ended December 31, 1995 and incorporated  herein  by
reference  (File  No. 1-12432).  The number given in parenthesis  indicates  the
corresponding exhibit in such Form 10-K.

                                         40
<PAGE>
                                                                   Exhibit 10.20

THIS  TRUST DEED is made the 25 day of September, One Thousand nine hundred  and
ninety-six BETWEEN

(1)  AMERICAN  POWER CONVERSION CORPORATION (A.P.C.) B.V., hereinafter  referred
     to  as  American  Power  Conversion (registered in the  Netherlands  Number
     255098)  whose  registered office is at Hoehenrode 6,  1102  BR  Amsterdam,
     which  is  registered on the external directory as a place of  Business  at
     Ballybrit Industrial Estate, Galway, Ireland Number 903422.

AND

(2)  KPMG  TRUST (incorporated in Ireland Number 28654) whose registered  office
     is at 1 Stokes Place, St. Stephen's Green, Dublin 2  (hereinafter
     called  "the  Trustees"  which  expression shall  include  the  Trustee  or
     Trustees for the time being hereof) of the other part.

WHEREAS:

(A)  By  a Resolution (the "Resolution") of the Directors passed on 20 September
     1996  the  Directors determined to establish the American Power  Conversion
     Profit Sharing Scheme, as an employee profit sharing scheme which is to  be
     approved by the Revenue Commissioners in Ireland in accordance with Chapter
     IX  of  Part I and the Third Schedule of the Finance Act 1982 (the  "Act"),
     for  the  purposes  of  providing for eligible  employees'  and  directors'
     benefits in the nature of interests in shares.

(B)  The Trustees have agreed to act as the first Trustees of the Scheme.

NOW THIS DEED WITNESSETH and it is hereby agreed as follows:

1.   (a)  Words and expressions defined in the Rules shall bear the same
          meanings herein where the context so admits and the provisions of
          Rule 1 shall be deemed to be incorporated herein.

     (b)  In pursuance of the Resolution American Power Conversion Profit
          Sharing Scheme is hereby established.

2.   (a)  The Company shall pay to the Trustees the amount due pursuant to
          Rule 3 for the purpose of the acquisition or subscription of Ordinary
          Shares by the Trustees in accordance with the Scheme together with
          any other amount required to cover any costs, charges and expenses
          incurred in such acquisition and any other expenses and charges
          incurred by the Trustees in the operation of the Scheme.

     (b)  The  Company shall provide only in respect of Eligible Employees
          the Trustees with all information which is necessary for the purposes
          of the Scheme and the Trustees shall be entitled to rely on such
          information in good faith without further enquiry.

     (c)  Subject  as  hereinafter provided, the Trustees hereby  covenant
          with the Company to apply such sums received for that purpose in the
          acquisition or subscription of Ordinary Shares in accordance with the
          Rules and to hold the same once appropriated upon trust  for  the
          respective Participants entitled thereto subject to the provisions of
          the Scheme.

     (d)  The Trustees shall in accordance with Rule 3(h) sell or hold  as
          part  of the Residual Fund so many of the Ordinary Shares acquired or
          subscribed for by them which have not been appropriated.

     (e)  The Trustees shall hold:

          (i)  the net proceeds of any sale made pursuant to paragraph
               (d) above; and

                                        41
<PAGE>
          (ii) any income therefrom,

          to be applied in accordance with Clause 13.

3.  The  Trustees  shall hold Scheme Shares upon trust for the benefit  of  the
    Participants  to  whom Scheme Shares have been appropriated  in  accordance
    with the Rules, provided always that the Trustees:

    (a)   shall not dispose of any Scheme Shares whether by transfer to  a
          Participant  or  otherwise before the end of the Period of Retention
          applicable  thereto except in the circumstances mentioned in Section
          52(3) (a), (b) or (c) of the Act; and

    (b)   shall  not  dispose of any Scheme Shares after the  end  of  the
          Period  of  Retention and before the Release Date  applicable thereto
          pursuant to Rule 4(a) nor in such a way that such a transaction would
          involve a breach of that Participant's obligations under Section 52 
          (1) (c) or (d) of the Act; and

    (c)   shall deal with any right conferred in respect of Scheme  Shares
          to  be  allotted other shares, securities or rights of any description
          subject  to  Rule  4(b)  and  as directed  by  or  on  behalf  of  the
          Participant on whose behalf they hold such Scheme Shares.

    (d)   shall  not  dispose of any Scheme Share after the  Release  Date
          except as provided for by Rule 4.
     
4.  Subject to any direction as is referred to in Section 54(3) of the Act, the
    Trustees  shall  pay  over  to a Participant any  money  or  money's  worth
    received by them in respect of or by reference to any of his Scheme  Shares
    other than money consisting of a sum referred to in Section 52(1)(c) of the
    Act or money's worth consisting of New Shares.

5.  As soon as practicable after any Scheme Shares have been appropriated to  a
    Participant  the  Trustees  shall  give  him  notice  in  writing  of   the
    appropriation:

    (a)   Specifying the number and description of those shares; and

    (b)   Stating their Initial Market Value and their Appropriation Date.

6.  The Trustees shall prepare and keep all such accounts and records as may be
    required  for  the purpose of the Scheme and shall if so requested  by  the
    Company  once  at least every year submit accounts to the Company  and  the
    Company  may  cause such accounts to be made up and audited by  a  firm  of
    Auditors. In particular the Trustees shall:

    (a)   maintain such records as may be necessary to enable them to carry
          out their obligations under Chapter IX of Part I of the Act; and

    (b)   inform a Participant who becomes liable to tax under Schedule E
          (Income Tax) in relation to the operation of the Scheme of any  facts
          of which they  are  aware  relevant to  the  determination  of  that
          liability.

7.  (a)   The Directors may at any time:

          (i)   direct that any Subsidiary, not being a party to this Deed
                but otherwise eligible to be a Participating Company, shall,
                upon entering into a Deed supplemental hereto in such form as
                the Directors and the Trustees shall require, become bound by
                the provisions hereof; or

                                        42
<PAGE>
          (ii)  by  Deed  supplemental  hereto  declare  that   any
                Participating Company shall cease to be bound by the provisions
                hereof.

8.   The  Trustees shall not be liable to satisfy any monetary obligations under
     the  Scheme  (including  but without prejudice to  the  generality  of  the
     foregoing  any  monetary obligations to Participants) beyond  the  sums  of
     money  (including income) from time to time in their hands or  under  their
     control as Trustees of the Scheme and properly applicable for that purpose.

9.   (a)  The  costs,  charges,  expenses and other  liabilities  of,  and
          incidental to, the administration, operation and determination of  the
          Scheme  (including,  in  particular,  and  without  prejudice  to  the
          generality of the foregoing, any remuneration of the Trustees and  any
          Tax  or  Duty for which the Trustees may be accountable to the Revenue
          Commissioners  in Ireland or elsewhere, arising from or in  connection
          with the Scheme) shall be borne by the Company to the extent that  the
          same  cannot  properly be paid by the Trustees out of funds  in  their
          hands available for the purpose.

10.  (a)  No  trustee for the time being of the Scheme and no director  or
          employee  of any corporate trustee shall be responsible chargeable  or
          liable  in any manner whatsoever for or in respect of any loss  of  or
          any  depreciation in or default upon any of the investments securities
          stocks  or policies in or upon which any part of the Fund may  at  any
          time  be invested or for any delay which may occur from whatever cause
          in the investment of any moneys belonging thereto or for the safety of
          any  securities  or documents of title deposited by the  Trustees  for
          safe custody or for the exercise of any discretionary power vested  in
          the  Trustees  by  this Deed (including any act  or  omission  by  any
          committee appointed by the Trustees) or by reason of any other  matter
          or  thing  except  fraud or deliberate and culpable disregard  of  the
          interests  of  all  or of any of the beneficiaries  under  the  Scheme
          PROVIDED THAT a corporation which is a trustee of the Scheme and which
          is  engaged in the business of providing a trustee service for  a  fee
          shall be liable for negligence.

     (b)  Each  of  the  Trustees and each director and  employee  of  any
          corporate  trustee  shall be indemnified by the  Company  against  all
          liabilities incurred by such Trustee in the execution of the trusts of
          and in the management and administration of the Scheme and of the Fund
          other than liabilities arising as a consequence of fraud or deliberate
          and  culpable  disregard of the interests of all  or  of  any  of  the
          beneficiaries under the Scheme or (in the case of a corporate  trustee
          which is engaged in the business of providing a trustee service for  a
          fee)  negligence  (and to the extent that the Participating  Companies
          fail to indemnify each such Trustee he shall be indemnified out of the
          Fund).

11.  (a)  The  Trustees have full power and discretion to agree  with  the
          Company  all  matters relating to the operation and administration  of
          the  trusts of this Deed so that no person claiming any interest under
          such trusts shall be entitled to question the legality and correctness
          of  any  arrangement  or agreement made between the  Company  and  the
          Trustees in relation to such operation and administration.

     (b)  The  Trustees  shall  comply with any directions  given  by  the
          Directors  pursuant to the Rules and shall not be under any  liability
          in respect thereof to the Company or to any Participant.

     (c)  At the written request of the Company the Trustees may from time
          to  time  by  agreement  in  writing with  the  Revenue  Commissioners
          prescribe such date or dates being earlier than the Appropriation Date
          as  the relevant date or dates for the determination of Initial Market
          Value of any share as provided by Section 51(4) of the Act.

12.  (a)  Subject to Clause 12(e) the Company shall have power (which  may
          be  exercised by resolution of the Board) at any time with  the  prior
          written approval of the Revenue Commissioners and having informed  the
          Revenue Commissioners of the reason for the exercise of this power  to
          remove from office any Trustee (by notice in writing addressed to such
          Trustee)  and  the Trustees shall accord therewith by taking  whatever

                                        43
<PAGE>
          further  action  may  be necessary to give effect thereto.  Notice  of
          removal  from office of any Trustee shall be deemed to have been  duly
          given  if sent by post in a prepaid cover to the Trustee's last  known
          address  and  shall  be deemed to have been received  48  hours  after
          posting.

     (b)  The Company shall have power at any time by deed to appoint a new
          or additional Trustee or Trustees.

     (c)  The Company hereby declares and confirms the independence of the
          Trustees  in  the  exercise of all of their  statutory  functions  and
          obligations  under  the  Scheme  and  undertakes  that  it  shall  not
          influence them in any manner. The Trustees shall administer the Scheme
          impartially  and  in accordance with this Deed and the  Rules  of  the
          Scheme.

     (d)  Any  Trustee  may upon the expiry of six weeks prior  notice  in
          writing  given  to  the Company and the remaining  Trustees  (if  any)
          resign his office and thereupon cease to be a Trustee and shall not be
          responsible for any costs incurred by such retirement.

     (e)  Without prejudice to the provisions of Clause 12(d) hereof there
          shall  at all times be at least three individual Trustees or a Trustee
          which is a company or trust corporation and the Company shall exercise
          its powers under Clauses 12(a) and (b) accordingly. The Trustees shall
          at all times include at least one person which is unconnected with the
          Company.  An  individual  shall be regarded as  unconnected  with  the
          Company  if he is not and has not been a director or employee  of  the
          Parent Company or any of its subsidiaries and in the case of a company
          if  it  is  not  or  has not been the Parent Company  or  any  of  its
          subsidiaries, and in the event of the death or retirement of any  such
          Trustee the Company shall forthwith exercise its power of appointing a
          replacement Trustee who or which is also unconnected with the Company.

13.  The  Trustees shall subject to Rule S(d), hold and apply the Residual  Fund
     as follows:

          (i)  if so instructed by the Directors in accordance with Rule 3(h) to
          retain the net proceeds of sale of Ordinary Shares and use this to pay
          costs  and  expenses of the Scheme or to otherwise hold unappropriated
          Ordinary  Shares  until they are appropriated in accordance  with  the
          provisions of the Scheme; and

          (ii)  upon the determination of the Scheme and to the extent that  the
          Residual  Fund  has not been applied as aforesaid the  Trustees  shall
          convert  the  Residual Fund to moneys and shall pay  or  transfer  any
          moneys then comprised in the Residual Fund to the Company.

14.  (a)  Any Trustee being an individual shall be entitled to receive and
          retain as remuneration for his services hereunder such sum or sums  as
          may from time to time be agreed with the Company.

     (b)  Any  Trustee,  being  a  solicitor, accountant,  stockbroker  or
          engaged in any other profession or business, shall be entitled  to  be
          paid  all  reasonable  professional or  proper  charges  for  services
          rendered  including  acts which such Trustee,  not  being  engaged  as
          aforesaid, could have done personally.

     (c)  Any  Trustee, being a body corporate, (whether or  not  a  trust
          corporation)  may charge and be paid such reasonable  remuneration  or
          charges  as shall from time to time be agreed between the Company  and
          such  body  corporate and such body corporate (if  a  bank)  shall  be
          entitled  (without being liable to account for any profit or advantage
          so  obtained) to act as banker and perform any services in relation to
          the  Scheme on the same terms as would be made with a customer in  the
          ordinary course of its business as banker.

                                        44
<PAGE>
15.  Any  Trustee,  otherwise eligible to be a Participant, may be  so  and  may
     retain for his absolute benefit all the interest to which he is entitled as
     a  Participant in any Scheme Shares acquired or received by him  and  other
     money  or money's worth accruing to him as such and exercise all rights  to
     which he is entitled as a Participant.

16.  Any  Trustee, who shall be or become a director of or holder of  any  other
     office or employment in the Company may retain for his own absolute benefit
     any fees or remuneration received by him in connection with such office  or
     employment  notwithstanding that his appointment to or  retention  of  such
     office  or employment may be directly or indirectly due to the exercise  or
     non-exercise of any votes in respect of shares or other securities  in  the
     Company  held  by the Trustees or other persons on their behalf  under  the
     trusts of the scheme.

17.  No  Trustee,  nor  any  holding company of a  corporate  Trustee,  nor  any
     subsidiary of such holding company, nor any director or officer of  a  body
     corporate acting as Trustee shall be precluded from contracting or entering
     into any insurance, financial or other transactions including the provision
     of professional services with any participating company or being interested
     in  any  such transaction or accepting and holding the trusteeship  of  any
     debenture  stock  or other securities of any participating company  neither
     shall  such Trustee be liable to account for any profit made by him thereby
     or in connection therewith.

18.  (a)  In  the event of the appointment of Trustees other than  a  body
          corporate as sole Trustee:

          (i)  the Trustees (which in this Clause shall include  the
               duly authorised officer of a body corporate which is the Trustee)
               may  at  any  time  but shall at least once in  every  year  meet
               together  for  the  dispatch  of business  and  may  adjourn  and
               otherwise  regulate  their meetings as they  think  fit  and  the
               Directors may nominate any one of the Trustees to be Chairman  of
               any  such  meeting  and, in default of any such  nomination,  the
               Trustees  may elect one of their number to be chairman  of  their
               meeting  provided that in the event of equality of votes  on  the
               election of a chairman he shall be chosen by lot;

          (ii) all business brought before a meeting of the Trustees
               shall  be  decided  by a majority of the votes  of  the  Trustees
               present and voting thereon and, in the case of equality of votes,
               the chairman of the meeting shall have a second or casting vote;

          (iii)a  resolution in writing signed by  all  of  the
               Trustees  shall  be as effectual as if it has been  passed  at  a
               meeting  of the Trustees and may consist of one or more documents
               in similar form each signed by one or more of the Trustees; and

          (iv) two Trustees present at a meeting of the Trustees  of
               which notice has been give to all Trustees shall form a quorum.

     (b)  the Trustees shall cause proper minutes to be kept and entered in
          a  book  provided  for  the  purpose  of  all  their  resolutions  and
          proceedings  and any such minutes shall be signed by the  chairman  of
          the next succeeding meeting.

19.  (a)  The Trustees may, in any particular case or cases, decide not  to
          commence or pursue proceedings for the recovery of any moneys  due  to
          them  from any Participant and shall not be responsible for  any  loss
          incurred as a result of such decision.

     (b)  Valid  and effectual receipts and discharges for any  moneys  or
          other  property payable, transferable, or deliverable to the  Trustees
          or any of them may be given by a Trustee who is a body corporate or by
          any one Trustee to whom such duty may have been delegated pursuant  to
          sub  clause (d) below or by any person from time to time nominated  by
          the  Company  and  authorised in writing for the purpose  by  all  the
          Trustees.

                                        45
<PAGE>
     (c)  The  Trustees  may  from time to time  appoint  for  the  proper
          administration  and  management  of the  Scheme  such  secretarial  or
          executive  officers  or  staff  or  other  persons  as  they  consider
          desirable and the Directors shall approve on such terms as they  think
          fit.

     (d)  The  Trustees  may  from time to time in  writing  delegate  any
          business and the exercise of any of the duties imposed on them by  the
          Scheme to any one or more of their number.

     (e)  The  Trustees  may  engage  the  services  of  such  registrars,
          solicitors or other professional or business advisers as they consider
          desirable to advise on any business to be done in connection with  the
          Scheme  or for the proper administration and management of the  Scheme
          or otherwise in connection herewith.

     (f)  The Trustees may at any time cause any part of the trust property
          to  be  deposited for safekeeping (either electronically or otherwise)
          with  any  one or more of the Trustees or any other persons (including
          any  company or corporation) on behalf of the Trustees and may pay any
          expenses in connection therewith.

     (g)  The Trustees shall not be liable or responsible for any loss  to
          the trust property which may be occasioned as a result of the exercise
          of  the foregoing powers except to the extent that such loss arises as
          a  result of any fraud, willful default or negligence on the  part  of
          such Trustees.

20.  (a)  The Company may at any time and from time to time, in the case of
          this  Deed, by Deed supplemental hereto and, in the case of the Rules,
          by  resolution  of the Directors modify, alter, amend  or  extend  the
          Scheme  in  any respect (such modification, alteration,  amendment  or
          extension being referred to in this Clause as an "amendment") provided
          that:

          (i)   no  amendment  shall alter to the disadvantage  of  a
                Participant  his  rights  in  respect  of  any Scheme Shares
                appropriated before the date of such amendment;

          (ii)  no  amendment  shall be made  which  would  or  might
                infringe any rule against perpetuities or which could result  in
                the Scheme ceasing to be an employee profit sharing scheme;

          (iii) no amendment shall take effect unless the approval
                in writing of the Revenue Commissioners in Ireland shall have
                first been obtained.

     (b)  The Directors may, by resolution, subject to proviso (ii) of sub-
          clause (a) of this Clause but notwithstanding the remaining provisions
          of  that sub-clause and without otherwise obtaining the prior approval
          thereto  of any other person, modify or alter or amend the  Scheme  in
          any way which may be necessary in order to secure the initial approval
          of the Scheme by the Revenue Commissioners in Ireland under Chapter IX
          of Part I and the Third Schedule of the Act.

     (c)  Any  amendment  made in accordance with the provisions  of  this
          Clause  shall be binding upon all persons from time to time interested
          in  the  Scheme including any company from time to time  which  is  or
          becomes bound by the Deed.

21.  The  Scheme  and  the  trusts hereby created shall  be  determined  on  the
     earliest of the happening of either of the following:

          (i)   the date on which the Directors resolve to terminate the  Scheme
          which they shall be entitled to do only on a date on which there is no
          Scheme Share; or

          (ii)  the  expiry of a period of twenty years after the death  of  the
          last  survivor living on the date hereof of his late Britannic Majesty
          King George VI.

                                        46
<PAGE>
22.  Neither  the  Company nor any other Participating Company nor the  Trustees
     shall be obliged to perform any obligation under this Deed or the Rules  to
     the  extent that such action would be contrary to any enactment or Exchange
     Control or other regulation for the time being in force in the Republic  of
     Ireland or any other country having jurisdiction in relation thereto.

23.  This Deed shall be governed by and construed in accordance with the Law  of
     Ireland and any dispute thereon shall be heard in a Court of Ireland.

                                        47
<PAGE>
IN  WITNESS whereof the Deed has been executed by the parties hereto the day and
year first herein written.

SIGNED by American Power Conversion Corporation (A.P.C.) BV per its Director  in
the presence of:

NAME:          by: /s/ Edward W. Machala
               Edward W. Machala

ADDRESS:       Ballybrit Industrial Estate, Galway

OCCUPATION:    Director

Present when the Common Seal of KPMG Trust was affixed hereto:

               by: /s/ Donal Gannon     DIRECTOR
               Donal Gannon

               by: /s/ Michael Mohan    DIRECTOR/SECRETARY
               Michael Mohan

                                        48
<PAGE>
                               THE FIRST SCHEDULE
                AMERICAN POWER CONVERSION CORPORATION (A.P.C.) BV
                       RULES OF THE PROFIT SHARING SCHEME


1.   Definitions

     In these Rules and in the Trust Deed:

     (a)  Words importing the singular shall include the plural  and  vice
          versa and words importing the masculine shall include the feminine.

     (b)  Any  reference to any statute (or a particular Chapter, Part  or
          Section thereof) shall mean and include any statutory modification  or
          re-enactment  thereof for the time being in force and any  regulations
          made thereunder.

     (c)  The  following  words and expressions shall have  the  following
          meanings:
<TABLE>
     <S>                 <C>
     "Act"               the Finance Act, 1982 (as amended).
                         
     "Appropriate        the meaning given to that expression by Section 52(8) of the Act.
     Percentage"
                         
     "Appropriation      in  respect of any Scheme Share not being a New Share, the date  on
     Date"               which  it is appropriated to an Eligible Employee pursuant to  Rule
                         3(f),  and  in  respect of any New Share the date on  which  it  is
                         deemed to have been appropriated pursuant to Rule 5(c).
                         
     "Approved Scheme"   a  scheme approved by the Revenue Commissioners for the purpose  of
                         Chapter IX of Part I of the Third Schedule of the Act.
                         
     "Auditors"          the Auditors to the Company.
                         
     "Capital Receipt"   the meaning given to that expression by Section 54 of the Act.
                         
     "Company"           American Power Conversion Corporation (A.P.C.) BV.
                         
     "Corresponding      the meaning given to that expression by Section 55(3) of the Act.
     Shares"
                         
     "Cut-Off Date"      1  January in any year commencing 1 January 1996 or such other date
                         or  dates  in any year as the Company shall from time to time  with
                         the approval in writing of the Revenue Commissioners determine.
                         
                         
     "Directors"         the  Board of Directors for the time being of the Company or a duly
                         authorised  committee  appointed  by  them  for  the  purposes   of
                         administering the Scheme.
                         
     "Effective Date     the  first  day  of  the  calendar quarter (commencing  1  January)
     of Participation"   immediately   following  completion  of  the  employee  eligibility
                         requirements.
                         
     "Eligible           at an Effective Date of Participation any person who:
     Employee"

                                       49
<PAGE>
                         
                         (i)      (A)   is  a  permanent  full time or  permanent  part-time
                                        employee  including  a Director who  has  a  contract  of
                                        employment with the Company; and
                         
                                  (B)   is chargeable to tax under Schedule E in respect  of
                                        that employment; and
                         
                                  (C)   has completed one Year of Service (working at  least
                                        1,000 hours) on or before the relevant Effective Date  of
                                        Participation.
                         
                         (ii) provided that any such person is not ineligible  to  become  a
                              participant by virtue of the provisions of Part III  of  Third
                              Schedule to the Act.
                         
     "Entitlement"       the  amount  of  each  Eligible  Employee's  entitlement  shall  be
                         determined in accordance with the Third Schedule hereto or on  such
                         other basis as may, from time to time, be agreed in writing between
                         the Revenue Commissioners and the Company provided that:
                         
                         (i)  an Eligible Employee shall only have such entitlement if he is
                              employed by the Company and must not be under notice given  or
                              received  of  the  termination of employment on  the  relevant
                              Appropriation Date; and
                         
                         (ii) be  resident  for  Income  Tax  purposes  in  the  Republic  of
                              Ireland;
                         
                         (iii)an  Eligible  Employee who, on the relevant Appropriation
                              ate is ineligible to participate by virtue of Part III of the
                              Third Schedule to the Act shall have no such entitlement.
                         
     "Initial Market     the initial market value as defined by Section 51(4) of the Act.
     Value"
                         
     "Invitation         a  period of time for the completion and return of contracts  -  in
     Period"             accordance with Rule 2(b) being not less than 14 days nor more than
                         28  days.   The directors shall determine the commencement  of  the
                         invitation period which shall be as soon as practicable  after  the
                         relevant Cut-off Date.
                         
     "Locked-in Value"   the meaning given to that expression by Section 53(2) of the Act.
                         
     "New Shares"        the meaning given to that expression by Section 55(3) of the Act.
                         
     "Normal             the  date  of  attainment of age 55 or such other date notified  in
     Retirement Date"    writing to a Participant.
                         
     "Ordinary Shares"   ordinary  shares  of $0.01 par value or such other  shares  in  the
                         capital of the Parent Company which for the time being satisfy  the
                         provisions of Part II of the Third Schedule to the Act.
                         
     "Parent Company"    American Power Conversion Corporation whose registered office is at
                         132  Fairground Road, West Kingston RI 02892 and which controls the
                         Company.

                                        50
<PAGE>                         
     "Participant"       any  person to whom a Scheme Share was appropriated including where
                         the  context  requires  any person in whom an  interest  in  Scheme
                         Shares or an entitlement thereto is or becomes vested.
                         
     "Participating      any  company  being the Company or Subsidiary which is  or  may  be
     Company"            bound under Clause 7 by the provisions of the Trust Deed other than
                         in its capacity as Trustee hereof.
                         
     "Period of          the meaning given to that expression by Section 52(5) of the Act.
     Retention"
                         
     "Profit Sharing     any  period of 12 months as determined by the directors which  ends
     Period"             prior to a Cut-Off Date.
                         
     "Release Date"      the meaning given to that expression by Section 52(7) of the Act.
                         
     "Residual Fund"     all  moneys or Ordinary Shares directed to be held as part  of  the
                         Residual  Fund  or for which no specific provision is  made  (other
                         than  under  Clause 13 of the Trust Deed) and the income  (if  any)
                         arising  therefrom  all of which shall be held in  accordance  with
                         Clause 13.
                         
     "Rules"             the Rules set out in this Schedule which shall be deemed to include
                         the Second and Third Schedules to the Trust Deed, with, and subject
                         to,   any  modifications,  alterations,  amendments  or  extensions
                         thereto for the time being in force.
                         
     "Scheme"            American Power Conversion Profit Sharing Scheme constituted by  the
                         Trust Deed of which these Rules form part.
                         
     "Scheme Share"      any  Ordinary  Share or other security of the Parent Company  which
                         has  been  appropriated in accordance with Rule 3(f)  or  has  been
                         deemed  to have been appropriated in accordance with Rule 5(c)  and
                         is  for  the  time  being  held by the  Trustees  on  behalf  of  a
                         Participant.
                         
     "Share Fund"        all Scheme Shares for the time being held by the Trustees.
                         
     "Subsidiary"        any  subsidiary of the Company which is controlled by the  Company,
                         control  being  construed in accordance with  Section  102  of  the
                         Corporation Tax Act, 1976.
                         
     "Taxable Amount"    (i)  on  a  disposal of Scheme Shares pursuant to a direction  given
                              by   a   Participant  under  Rule  4(a)(i),  the   Appropriate
                              Percentage  of whichever is the lesser of the Locked-in  Value
                              of the Scheme Shares so disposed of and an amount equal to the
                              proceeds of disposal;
                         
                         (ii) on  a  transfer of Scheme Shares pursuant to a direction  given
                              by   a   participant  under  Rule  4(a)(ii),  the  appropriate
                              percentage  of  the Locked-in value of the  Scheme  Shares  so
                              transferred;
                         
                         (iii)in  the  case of a Capital Receipt, the amount chargeable
                              to  Income Tax in accordance with the provisions of Section 54
                              of the Act.
       
                                        51
<PAGE>                   
     "Taxes Act"         the Income Tax Act, 1967.
                         
     "Trust Deed"        the  Trust Deed constituting the Scheme with any modifications  and
                         variations thereof for the time being in force.
                         
     "Trustees"          the trustee or trustees for the time being of the Scheme.
                         
     "Year of            the meaning given to that expression by Section 1 of the Taxes Act.
     Assessment"
                         
     "Year of Service"   the  period of twelve months, ending on the relevant cut-off  date,
                         during  which  an  employee  worked at least  1000  hours  for  the
                         Company's Irish place of business.
</TABLE>
2.   Conditions of Participation

     Each  Eligible Employee shall, on the first occasion on which the Directors
     intend  to  operate the Scheme or on the first occasion that  the  employee
     becomes  an  eligible employee, be offered participation in the  Scheme  as
     soon  as  is practicable after the relevant Cut-Off Date provided  that  on
     such  Cut-Off Date such Eligible Employee is an employee of a Participating
     Company.  If he shall accept such offer he shall be required to complete  a
     form of acceptance and contract of participation in the form set out in the
     Second Schedule to the Trust Deed (or such Schedule as amended from time to
     time  with  the concurrence of the Trustees and the approval in writing  of
     the  Revenue  Commissioners) (the "Contract") which will  confirm  that  he
     wishes to participate in the operation of the Scheme. The Contract shall be
     addressed  to  the Directors and the Trustees and shall be  signed  by  the
     Eligible  Employee  and returned to the Directors by  not  later  than  the
     expiry of the Invitation Period. An Eligible Employee shall not be entitled
     to an appropriation of the Scheme Shares unless he has completed a contract
     and is an employee of a Participating Company on the relevant Appropriation
     Date.

     The signed Contract shall bind such person in contract with the Company and
     the  Trustees  in  accordance  with  its  terms  in  consideration  of  any
     subsequent appropriation to him of Ordinary Shares.

3.   Allocation, Acquisition of Shares and Appropriation

    (a)   As soon as practicable following each Cut-Off Date in each  year
          in  which  the  Directors intend to operate the Scheme  the  Directors
          shall determine the amount (if any) of the Entitlements.

    (b)   The Company shall as soon as practicable after the expiry of the
          Invitation  Period   to  which  the Entitlements  relate  pay  to  the
          Trustees   the   appropriate  aggregate  amounts  due  following   the
          completion  and  return  of Contracts in accordance  with  Rule  2  by
          Eligible  Employees employed by it (who have not to the  knowledge  of
          the  Trustees terminated or breached the same) less any amount of  the
          Residual Fund which the Directors shall have directed the Trustees  to
          apply  in the acquisition of Ordinary Shares for the appropriation  to
          such Eligible Employees.

    (c)   As  soon  as reasonably practicable after the receipt  from  the
          Company  of the amounts referred to in paragraph (b) of this Rule  the
          Trustees  will apply the aggregate of such amounts together  with  any
          amount of the Residual Fund directed by the Directors to be so applied
          in  accordance  with paragraph (b) of this Rule in the acquisition  or
          subscription  of  Ordinary  Shares  for  appropriation  to  each  such
          Eligible  Employee in accordance with the provisions of this  Rule  on
          the  basis  that  the aggregate Initial Market Value of  the  Ordinary
          Shares  appropriated to him is as nearly as possible pro rata  to  the
          amount of his Entitlement that has been paid to the Trustees.

                                       52
<PAGE>
    (d)   Where  the  Trustees are unable to acquire  sufficient  Ordinary
          Shares by the purchase or subscription for Ordinary Shares as directed
          by  the  Directors to satisfy in full appropriations pursuant to  Rule
          3(c) the Trustees shall reduce the appropriations pro rata.

    (e)   If the basis on which the Ordinary Shares are appropriated would
          otherwise give rise to the appropriation of a fraction of an  Ordinary
          Share the Trustees may sell such fractional entitlement and the amount
          thus  received  shall be regarded as not having been  applied  in  the
          acquisition  of Ordinary Shares for the purpose of paragraph  (g).  In
          the  event  that  a  portion of the Ordinary Shares  acquired  by  the
          Trustees  carry  the right to receive any dividends  which  have  been
          declared  the  Trustees shall appropriate those Ordinary Shares  among
          the  Eligible  Employees  in  the  same  proportions  as  provided  in
          paragraph (c) of this Rule.

     (f)  The Trustees shall appropriate the Ordinary Shares so acquired or
          subscribed  for  on one day within thirty days of the  expiry  of  the
          Invitation Period.

     (g)  To the extent that the Trustees have not applied the whole of the
          amount  received  by  them in the acquisition of  Ordinary  Shares  in
          accordance with paragraph (c) of this Rule within thirty days  of  the
          expiry of the Invitation Period or such longer period as the directors
          may  from  time  to time determine they shall pay the balance  thereof
          promptly to the Participating Companies which provided the same.

    (h)   The Trustees shall at the direction of the Directors either sell
          for  the best consideration in money reasonably obtainable at the time
          any  Ordinary Shares which they do not appropriate under this Rule and
          retain the net proceeds of sale or retain such Ordinary Shares as part
          of the Residual Fund.

    (i)   If  following the date on which the Trustees are entered on  the
          Parent  Company's  register of members (or other  registration  system
          whether  electronic or other) but before the Appropriate Date  of  any
          Ordinary Shares the Trustees shall become entitled in respect of  such
          shares to either:

          (i)  any dividends or other distribution; or

         (ii)  any  other  rights to be allotted securities  in  the
               Company (other than an issue of capitalisation shares of the same
               class  as  Ordinary Shares then held by the Trustees  pending  an
               appropriation  which capitalisation shares shall be  retained  by
               the  Trustees  and shall form part of the Ordinary Shares  to  be
               appropriated);  then the Trustees shall retain the  same  in  the
               Residual Fund and the Trustees shall use their best endeavours to
               sell  such rights as are referred to in paragraph (ii) above  for
               the  best  consideration in money reasonably  obtainable  at  the
               time.

     (j)  No Ordinary Shares shall be appropriated to any Eligible Employee
          after  15  years  from the date of death of the last survivor  of  the
          issue  living  on  the date of the Trust Deed of  his  late  Britannic
          Majesty King George VI.

     (k)  The Directors may determine at any Cut-Off Date that there shall
          be no Entitlements and may so decide at any subsequent Cut-Off Date.

4.   Conditions of Retention and Disposal

     (a)  Subject as hereinafter provided in this Rule Scheme Shares shall
          be  held  by  the  Trustees until the date on  which  the  Participant
          concerned directs the Trustees:

          (i)  To sell the Scheme Shares; or

                                        53
<PAGE>
          (ii)  To  transfer the legal ownership of the Scheme  Shares  to
          himself;

          (iii)  To deal in his interest in Scheme Shares

          provided that as soon as may be practicable following the Release
          Date applicable thereto the Trustees will transfer the legal ownership
          of  Scheme  Shares  to  the Participants subject to  the  restrictions
          contained in (b) below.

    (b)   Notwithstanding the Release Date of Scheme Shares  has  occurred
          the Trustees shall hold Scheme Shares on behalf of a Participant until

         (i)   a Participant having reached Normal Retirement  Date,
               requests the Trustees to transfer his Scheme Shares into his name
               or to sell or otherwise dispose of them on his behalf; or

         (ii)  a  Participant,  having  terminated  his  employment
               (whether by voluntary redundancy or otherwise) with the Company 5
               years  previously, requests the Trustees to transfer  his  Scheme
               Shares  into his name or to sell or otherwise dispose of them  on
               this behalf

               Provided That:

              (a)   In the absence of a request the Participant
                    shall  be  deemed  to have made a request  to  transfer  his
                    Scheme Shares into his name

              (b)   any transfer, sale or other disposal  shall
                    occur  in  five  equal  (subject to  rounding  up  or  down)
                    tranches   beginning  of  the  first  anniversary   of   the
                    Participant's  termination of employment and ending  on  the
                    tenth anniversary thereof; or

       (iii)   a  Participant, becomes (in the opinion  of  the
               Company)  totally  or permanently disabled, in  which  event  the
               Trustees  shall (subject to having been notified by the  Company)
               within  sixty  days  of the establishment of total  or  permanent
               disability  (as certified by a physician selected or approved  by
               the  Company) sell his Scheme Shares unless otherwise  instructed
               by the directors; or

         (iv)  a Participant's death in which event the Trustees shall
               hold   his   Scheme  Shares  for  the  benefit  of  his  personal
               representative  until  instructed  to  sell  the  shares  by  the
               personal representative of such deceased participant; or

         (v)   the  Company  permits  the Participant  to  otherwise
               dispose  of  his  Scheme Shares and so notifies the  Trustees  in
               writing.

5.  Share Issue or Reorganisation

    (a)   In  the event of the Parent Company proposing to make  a  rights
          issue  in  respect  of any class of its share capital  which  includes
          Scheme Shares, the Trustees shall, upon receipt of the offer from  the
          Parent  Company, notify each Participant of the following  options  in
          respect of the Scheme Shares held by the Trustees on his behalf;

         (i)   to  instruct the Trustees to exercise the  rights  in
               respect  of  all his Scheme Shares provided that such instruction
               is  accompanied  by  payment in cash of the amount  necessary  to
               exercise such rights;
               or

         (ii)  To  instruct the Trustees to exercise the  rights  in
               respect of some only of his Scheme Shares and to dispose  of  the
               rights nil paid in respect of the remainder and either:

                                        54
<PAGE>
              (a)   to pay to the Trustees any amount in excess
                    of the amount of the disposal proceeds necessary to exercise
                    such rights: or

              (b)   to instruct the Trustees to pay to him  any
                    amount  of  the  disposal proceeds in excess of  the  amount
                    necessary to exercise such rights;
                    or

     (iii)     to instruct the Trustees to dispose of the rights
               in respect of all his Scheme Shares nil paid and pay the proceeds
               to the Participant.

          The  Participant  shall instruct the Trustees accordingly  within  any
          period  of  time specified by the Trustees and shall, if  appropriate,
          pay  to  the Trustees in cash any amounts necessary in order to  carry
          out  such instructions. The Trustees shall subject to receipt  of  the
          cash  and instructions as aforesaid carry out the instructions of  the
          Participants  within the period of time allowed by the Parent  Company
          for  exercise  of  rights. If a Participant shall  fail  to  give  any
          direction  to  and shall not otherwise have authorised  the  Trustees,
          they shall sell all rights in respect of the Scheme Shares nil paid on
          behalf of that particular Participant.

    (b)   In  the  event  of  an offer being made or a  Transaction  being
          proposed  in any of the circumstances described in Section 52(3)  (a),
          (b)  or  (c)  of  the  Act, the Trustees shall forthwith  notify  each
          Participant and shall act in accordance with the instructions  of  the
          Participant  in dealing with his Scheme Shares and in the  absence  of
          any such instructions shall take no action.

     (c)  Subject to Section 55 ( 1) of the Act, any New Shares allotted to
          the  Trustees pursuant to paragraphs (a) or (b) of this Rule or  on  a
          capitalisation  issue shall be deemed to have been appropriated  to  a
          Participant on the Appropriate Date of the Scheme Shares in respect of
          which they are allotted.

     (d)  In the event that any Participant shall on the Trustees receiving
          any  securities as provided in this Rule be entitled in respect of his
          Scheme  Shares to a fraction of any such security, the Trustees  shall
          use  their  best  efforts  to sell such securities  as  represent  the
          aggregate  of  the  fractions  so arising  and  shall  distribute  the
          proceeds  of  sale  (after  deducting any expenses  of  sale  and  any
          taxation  which may be payable by the Trustees in respect thereof)  to
          the Participants concerned provided that any such entitlement which is
          less than 3 Pounds Sterling shall be retained by the Trustees and held
          as part of the Residual Fund.

6.  Payments and Transfers to Participants

    (a)   If  any amount falls to be paid to the Participant prior to  the
          Release Date in respect of his Scheme Shares being:

          (i)  the proceeds of a sale of Scheme Shares pursuant to  a
               direction given by the Participant under Rule 4(a)(i); or

          (ii) a Capital Receipt the Trustees shall pay such amount to
               the  Participant. The Trustees shall if required deduct any Irish
               withholding tax in accordance with the Taxes Act.

    (b)   If  a Participant directs the Trustees to transfer the ownership
          of  any Scheme Share to himself pursuant to Rule 4(a)(ii) before their
          Release Date, he shall pay to the Trustees, before the transfer  takes
          place,  a sum equal to Income Tax at the standard rate on the  Taxable
          Amount at the time of the direction.

    (c)   The Trustees shall account for any tax in accordance with Section
          57 of the Act.
  
                                        55
<PAGE>
    (d)   Any Transfer Taxes involved in any transfer of Scheme Shares  or
          other  shares  or  securities by the Trustees into  the  name  of  the
          Participant concerned shall be payable in the case of:

          (i)  a transfer as referred to in Rule 4(a); or

          (ii) a transfer following the death of a Participant; by the
               Trustees  out of the Residual Fund or in the case of a deficiency
               out  of funds made available for the purpose by the Participant's
               Participating Company and, in any other case. shall be payable by
               the Participant concerned.

7.  Repurchase by Trustees

    (a)   At the time a Participant directs the Trustees to dispose of any
          Scheme Shares or to transfer the Scheme Shares into his name or having
          transferred the shares into his name the Participant wishes to dispose
          of  the shares he must notify the Trustees and the Trustees may  offer
          to  purchase  the beneficial interest in such Scheme Shares  from  the
          Participant at the best consideration in money that can reasonably  be
          obtained  at  the  time of the sale and such disposal  shall  for  the
          purposes  of Rule 4 be regarded as a disposal in accordance with  Rule
          4(a) (i).  In the event of the Trustees making such an offer then  the
          Participants shall be bound to accept such offer.

    (b)   If, at the time of the proposed purchase of Scheme Shares  under
          paragraph  (a), the Trustees do not have sufficient funds to  purchase
          such  Scheme Shares they may apply to the Company for such  funds.  If
          any  funds are so provided by the Company they shall reduce pro  tanto
          the  liability  of the Company making that payment in respect  of  the
          payment  to  be made by that Company pursuant to Rule 3 following  the
          next Invitation Period.

    (c)   The  Trustees  shall  where feasible hold  any  Ordinary  Shares
          purchased  pursuant to paragraph (a) upon trust for  appropriation  to
          Eligible Employees employed by the Participating Company that provided
          the  funds  used in the purchase of such Ordinary Shares but,  subject
          thereto, shall hold such Ordinary Shares as part of the Residual Fund.

8.   Payment of Dividends

     Any  dividends  paid by the Parent Company to the Trustees  in  respect  of
     Scheme  Shares shall be forwarded to the Participants on whose  behalf  the
     Trustees  hold such Scheme Shares together with particulars of the  related
     tax  credit  (if any) and tax deduction certificate (if any). The  Trustees
     shall  if required deduct any Irish withholding tax in accordance with  the
     Taxes Act.

9.   General Meetings of the Parent Company and Voting Rights

     Participants  have no right to attend or vote at a General Meeting  of  the
     Parent Company. The voting rights in respect of Scheme Shares shall,  on  a
     poll, be exercised only in accordance with any directions in writing by the
     Participants  concerned  to  the Trustees.  In  the  absence  of  any  such
     direction, the Trustees shall abstain from voting.
     
10.  Notices

     (a)  All notices required to be given to a Participant by the Trustees
          under the Scheme shall be in writing and shall either be delivered  to
          the Participant at his place of work or be sent by post to the address
          shown  on the records of the Trustees or of the Company by which  such
          Participant is employed.

                                        56
<PAGE>
          Any  notice  or  document, sent by post as aforesaid,  shall  be
          deemed  to have been received on the expiry of 48 hours from the  time
          at  which  it  was  posted  and to prove  such  service  it  shall  be
          sufficient  to  prove  that  the envelope  containing  the  notice  or
          document was properly pre-paid, addressed and put into the post.

    (b)   Any notice or document delivered or sent by the Trustees in  the
          manner described in paragraph (a) of this Rule shall be deemed for all
          purposes to have been sufficiently served on the Participant  and  all
          persons  claiming  through or under such Participant  and  accordingly
          service  in  manner aforesaid shall operate to exonerate the  Trustees
          from  all  or  any liability for the non-receipt by a  Participant  or
          other person as aforesaid of any such notice or document.

    (c)   To  be  valid  any direction to the Trustees  in  respect  of  a
          Participant's Scheme Shares must be given in writing by or  on  behalf
          of  such  Participant, shall be effective only when it is received  by
          the Trustees and shall be subject to Rule 4(b).

    (d)   A  direction  once  duly  given and  received  as  mentioned  in
          paragraph  (c) of this Rule and subject to Rule 4(b) shall be  carried
          out  by  the  Trustees as soon as practicable in accordance  with  its
          terms  unless  prior to their acting in respect thereof  the  Trustees
          receive written notice from the Participant revoking the direction.

          The  Trustees shall incur no liability to a Participant if  they
          act  or  fail to act upon a direction or revocation which purports  to
          have been duly given as aforesaid.

11.  The Auditors

     In  giving any notice or opinion or in determining any value or making  any
     adjustment or calculation under the Scheme, the Auditors shall be deemed to
     be acting as experts and not as arbitrators.


                                        57
<PAGE>
                               THE SECOND SCHEDULE
                AMERICAN POWER CONVERSION CORPORATION (A.P.C.) BV
                              PROFIT SHARING SCHEME
                                        
                                    THE PLAN


                                                                           Date:

Dear

The  enclosed  booklet  gives details of the American  Power  Conversion  Profit
Sharing  Scheme  (the  "Scheme").  As an employee of American  Power  Conversion
Corporation (A.P.C.) BV Irish Branch - you may be entitled to participate in the
Scheme.

Participation  in  the  Scheme  is available to  all  permanent  full  time  and
permanent part time employees who have completed one year of service (working at
least  1000 hours) with the Company.  You should read the booklet carefully  and
decide whether you wish to participate.

Entitlement

Each  employee  is  entitled  to shares of 15% of basic  salary  or  such  other
percentage as specified by the directors in respect of the year ended on    (see
booklet).

Participation in the Scheme

In  order to participate in the Scheme you should complete the attached contract
of participation indicating your wish to participate.

Following receipt of the form as aforesaid the Company will pay an amount  equal
to  your entitlement to the Trustees of the Scheme to acquire shares which  will
be held on your behalf subject to the Rules of the Scheme.

Yours sincerely

                                        58
<PAGE>
                               THE THIRD SCHEDULE

                      Basis of Calculation of Entitlements


The  entitlement of each Eligible Employee under the Scheme shall be  calculated
as  such percentage of pay applicable to all eligible employees if any,  as  the
Directors  shall allocate for each Profit Sharing Period PROVIDED  that  in  the
case  of  any  Eligible Employee, the total of the Entitlements in any  Year  of
Assessment shall not exceed the amount for the time being specified as being the
limit  on  individual appropriations for the purposes of paragraph 1(4)  of  the
Third Schedule to the Act.

                                        59
<PAGE>
                                   APPENDIX 1
                                        
                                GLOSSARY OF TERMS
                                        
                            AMERICAN POWER CONVERSION
                                        
                              PROFIT SHARING SCHEME


The form of contract which you are required to complete refers to certain terms.
For your convenience these and other important terms are defined here.
<TABLE>
<S>                    <C>
Cut-Off Date           1 January in any year.
                       
Eligible Earnings      Your basic pay.
                       
Relevant Amount        10,000 Pounds Sterling or such other figure as is laid down by legislation.
                       
Scheme Shares          Ordinary  Share  of  $0.01  par value in American  Power  Conversion
                       Corporation allocated to Eligible Employees under the Scheme.
                       
Appropriation Date     The  date  Scheme  Shares  are  allocated  by  the  Trustees  to   a
                       Participant in the Scheme.
                       
Period of Retention    The period during which Participants in the Plan have undertaken  to
                       leave  the Scheme Shares that have been appropriated to them in  the
                       hands of the Trustees and not to assign, charge or otherwise dispose
                       of  their  beneficial interest in them. This period  begins  on  the
                       Appropriation  Date  and usually ends on the second  anniversary  of
                       that date. However, it will end with any of the following events  if
                       they occur before the second anniversary:
                       
                       (1) the  ending  of  the  Participant's employment  by  the  Company
                            because of injury, disability or redundancy;
                       
                       (2) the  attainment  of  the  State Pension  Age  66  years  by  the
                            Participant; and
                       
                       (3) the Participant's death.
                       
Release Date           The  fifth  anniversary of the Appropriation Date,  i.e.,  the  date
                       after  which  the  shares  can be sold, or  otherwise  disposed  of,
                       without incurring any liability to pay Income Tax.
                       
Locked-in Value        The  initial value of the Participant's Shares - except  in  special
                       situations, e.g., where there has been a taxable capital receipt  in
                       respect  of a Participant's Scheme Shares (you will be given details
                       if any such situation arises).
                       
Appropriate            The  part of the Locked-in Value on which Income Tax will be charged
Percentage             which will depend on the number of years the shares have been in the
                       hands of the Trustees.

                                        60
<PAGE>                 
Normal Retirement      Age 55 or such other date notified in writing to you by the Company.
Date
                       
Entitlement            The  cash  amount  offered by the Company  to  acquire  your  Scheme
                       Shares.
                       
The Company            American Power Conversion Corporation (A.P.C.) BV.
</TABLE>
                                        61
<PAGE>
                AMERICAN POWER CONVERSION CORPORATION (A.P.C.) BV
                                        
                              PROFIT SHARING SCHEME
                                        
                FORM OF ACCEPTANCE AND CONTRACT OF PARTICIPATION


TO:       The  Directors of American Power Conversion Corporation (A.P.C.) BV

               and

TO:       The  Trustees  of  American Power Conversion Corporation  Profit
          Sharing Scheme ("the Scheme").


FROM:     FIRST NAME(S)_______________________________  Please Print
                              (Mr./Mrs./Miss)                in
                                                       BLOCK CAPITALS

          SURNAME:     _______________________________


          ADDRESS:     _______________________________


RSI Number:

                                        62
<PAGE>
                          APPLICATION FOR SCHEME SHARES


1.   I  wish  to  accept  my Entitlement to Ordinary Shares  in  American  Power
     Conversion Corporation.

2.   I have read the booklet explaining the Rules of the Plan.

3.   CONTRACT OF PARTICIPATION:

     In consideration of my participation in the Scheme and of any appropriation
     to  me  of Scheme Shares in accordance with the provisions of the Scheme  I
     bind myself in contract with the Company and the Trustees and I agree to be
     bound  by  the  Rules of the Scheme and in particular (subject  to  Section
     52(3) Finance Act, 1982):

    (a)   to  permit Scheme Shares appropriated to me to be  held  by  the
          Trustees throughout the applicable Period of Retention;

    (b)   not  to  assign, charge or otherwise dispose  of  my  beneficial
          interest in the said Scheme Shares during the Period of Retention;

    (c)   not to direct the Trustees to dispose of the said Scheme  Shares
          before  the  applicable  Release Date  in  any  other  way  except  as
          mentioned  in  paragraph (d) or by sale for the best consideration  in
          money that can reasonably be obtained at the time of the sale; and

     (d)  not to direct the Trustees of the Scheme Shares to dispose of  my
          shares  prior  to my Normal Retirement Date subject to the  exceptions
          provided  for by the Scheme on redundancy, disability, termination  of
          employment or death.

4.   I  accept  that  the  dividend tax voucher which I  may  receive  from  the
     Trustees in respect of any of my Scheme Shares will be in full satisfaction
     of any rights I have to a tax deduction certificate from the Trustees.

5.   I  hereby direct the Trustees, in the absence of any further direction from
     me,  in  the  event of a rights issue to sell all rights in respect  of  my
     Scheme  Shares nil paid and pay the proceeds to me and in the event of  any
     other  offer or transaction in respect of my Scheme Shares (other  than  an
     issue  of  capitalisation shares) to take such action, if any, as will  not
     require  me  to put the Trustees in funds and will lead to a  cash  payment
     being made to me.

6.   I undertake to notify the Trustees of any change in my address.


SIGNED:      __________________________

DATE:        __________________________

IN THE PRESENCE OF:

SIGNATURE:   __________________________

NAME:        __________________________

ADDRESS:     __________________________

                                         63
<PAGE>
                                                                      Exhibit 11
                                        
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                        
                        Computation of Earnings per Share
                                        
              For the years ended December 31, 1996, 1995 and 1994
                                        
<TABLE>
<CAPTION>                                        
                                        
                                           1996          1995         1994
<S>                                    <C>           <C>          <C>
Primary:                                                                 
                                                                             
Weighted average shares outstanding     93,871,520    92,939,494   91,823,665

Net effect of dilutive stock options
based on the treasury stock method                                              
using the average market price             475,026       927,386    1,089,159
                                                                             
Total                                   94,346,546    93,866,880   92,912,824
                                                                             
                                                                             
Net earnings                           $92,420,884   $69,536,494  $71,274,971
                                                                             
Per share amount                              $.98          $.74         $.77
                                                                             
                                                                             
Fully Diluted:                                                           
    
Weighted average shares outstanding     93,871,520    92,939,494   91,823,665
                                                                             
Net effect of dilutive stock options                                      
based on the treasury stock method                                             
using the period end price               1,016,485       341,413      910,654
                                                                             
Total                                   94,888,005    93,280,907   92,734,319
                                                                             
                                                                             
Net earnings                           $92,420,884   $69,536,494  $71,274,971
                                                                             
Per share amount                              $.97          $.74         $.77
</TABLE>
                                        64
<PAGE>
                                                                      Exhibit 21
                                        
                                        
                         SUBSIDIARIES OF THE REGISTRANT

Subsidiary                         Place of            Ownership
                                   Incorporation
                                                       
American Power Conversion          The Netherlands     100% by
Corporation (APC) B.V.                                Registrant
                                                       
APC Distribution Ltd.              Ireland             100% by
                                                      Registrant
                                                       
APC America, Inc.                  Delaware            100% by
                                                      Registrant
                                                       
American Power Conversion Europe,  France              100% by
S.A.R.L.                                              Registrant
                                                       
APC Foreign Sales Corporation      Barbados, W.I.      100% by
                                                      Registrant
                                                       
APC Japan, Inc.                    Japan               100% by
                                                      Registrant
                                                       
American Power Conversion          Philippines         100% by APC B.V.
(Philippines), Inc.

                                        65
<PAGE>
                                                                      Exhibit 23








                              ACCOUNTANTS' CONSENT



The Board of Directors
American Power Conversion Corporation:


We consent to incorporation by reference in the registration statements (Nos.33-
25873 and 33-54416) on Forms S-8 of American Power Conversion Corporation of our
reports dated February 10, 1997, relating to the consolidated balance sheets  of
American  Power Conversion Corporation and subsidiaries as of December 31,  1996
and  1995,  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,  1996,  and  the related schedule, which  reports  appear  in  the
December  31,  1996  annual  report on Form 10-K of  American  Power  Conversion
Corporation.



                                         KPMG  Peat  Marwick LLP


Providence, Rhode Island
March 18, 1997

                                        66