<PAGE>                                         
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                                        
                                        
                                    FORM 10-Q
                                        
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT
      OF 1934
      For the quarterly period ended September 28, 1997

                                       or

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


                         Commission File Number: 1-12432


                      AMERICAN POWER CONVERSION CORPORATION
             (Exact name of Registrant as specified in its charter)
                                        
                                        
                MASSACHUSETTS                       04-2722013
       (State or other jurisdiction of   (I.R.S. employer identification
         incorporation or organization)                  no.)
                                        
                                        
             132 FAIRGROUNDS ROAD, WEST KINGSTON, RHODE ISLAND 02892
                                  401-789-5735
          (Address and telephone number of principal executive offices)


Indicate  by check mark whether the Registrant (1) has filed all reports  to  be
filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during  the
preceding 12 months (or for such shorter period that the Registrant was required
to  file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

                             YES  [ X ]    NO  [   ]

                                    _________
                                        

  Registrant's Common Stock outstanding, $.01 par value, at November 6, 1997 -
                                95,199,000 shares

                                        1
<PAGE>
                                                                       FORM 10-Q
                                                              September 28, 1997


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                        
                                      INDEX


                                                       Page No.

Part I - Financial Information:
     
     Item 1.                                          
     Consolidated Condensed Financial Statements:
           Consolidated Condensed Balance Sheets -
           September 28, 1997 (Unaudited) and December 31, 1996   3 - 4
           
           Consolidated Condensed Statements of Income -
           Nine Months and Three Months Ended
           September 28, 1997 and September 30, 1996 (Unaudited)    5
           
           Consolidated Condensed Statements of Cash Flows -
           Nine Months and Three Months Ended
           September 28, 1997 and September 30, 1996 (Unaudited)    6
           
           Notes to Consolidated Condensed Financial Statements
           (Unaudited)                                              7
           
     
     Item 2. 
     Management's Discussion and Analysis of Financial
           Condition and Results of Operations                    8 - 11
           
Part II - Other Information:

     Item 1.  Legal Proceedings                                    12
     
     Item 6.  Exhibits and Reports on Form 8-K                     12
     
Signatures                                                         13

                                         2
<PAGE>
                                                                       FORM 10-Q
                                                              September 28, 1997

PART I - CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

ITEM 1 - FINANCIAL STATEMENTS
<TABLE>

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (In thousands)
                                        
                                     ASSETS
<CAPTION>
                                        
                                        
                                                        September 28,       December 31,
                                                             1997               1996
                                                         (Unaudited)              
<S>                                                     <C>               <C>
Current assets:                                                           
Cash and cash equivalents                               $211,901          $153,234
Accounts receivable,                                                      
 less allowance for doubtful accounts of                                  
 $13,095 in 1997 and $10,789 in 1996                    139,483           108,544
Inventories:                                                              
 Raw materials                                           60,753            68,657
 Work-in-process and finished goods                      58,091            61,786
Total inventories                                       118,844           130,443
                                                                          
Prepaid expenses and other current assets                11,959            11,610
                                                                          
Deferred income taxes                                    25,390            20,284
                                                                          
Total current assets                                    507,577           424,115
                                                                          
Property, plant and equipment:                                            
 Land, buildings and improvements                        27,309            18,710
 Machinery and equipment                                 76,403            64,986
 Office equipment and furniture                          29,148            23,299
 Purchased software                                       8,750             7,357
                                                                          
                                                        141,610           114,352
                                                                          
Less accumulated depreciation and amortization           48,308            35,655
                                                                          
Net property, plant and equipment                        93,302            78,697
                                                                          
Other assets                                              1,569             1,190
                                                                          
                                                                          
Total assets                                            $602,448          $504,002
                                        
</TABLE>
                                                                                
      See accompanying notes to consolidated condensed financial statements

                                        3
<PAGE>
                                                                       FORM 10-Q
                                                              September 28, 1997

<TABLE>

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
                                 (In thousands)
                                        
                      LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
                                        
                                        
                                                        September 28,       December 31,
                                                             1997               1996
                                                         (Unaudited)              
<S>                                                     <C>               <C>
Current liabilities:                                                      
Accounts payable                                        $34,387           $41,587
Accrued expenses                                         14,174            12,576
Accrued compensation                                     17,825            12,217
Accrued sales and marketing programs                     20,308            16,360
Accrued pension contributions                             6,020             6,290
Income taxes payable                                     20,141            17,294
                                                                          
Total current liabilities                               112,855           106,324
                                                                          
Deferred tax liability                                    6,846             5,780
                                                                          
Total liabilities                                       119,701           112,104
                                                                          
Shareholders' equity:                                                     
Common stock, $.01 par value;                                             
 authorized 200,000 shares; issued 95,308                                 
 shares in 1997, 94,417 shares in 1996                      953               944
Additional paid-in capital                               54,049            48,374
Retained earnings                                       429,296           344,131
Treasury stock, 125 shares, at cost                     (1,551)           (1,551)
                                                                          
Total shareholders' equity                              482,747           391,898
                                                                          
Total liabilities and shareholders' equity              $602,448          $504,002
                                        
</TABLE>
                                                                                
      See accompanying notes to consolidated condensed financial statements

                                        4
<PAGE>
                                                                       FORM 10-Q
                                                              September 28, 1997

<TABLE>

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                    (In thousands, except earnings per share)
<CAPTION>
                                        
                                        
                                                             Nine months ended               Three months ended
                                                       September 28,   September 30,   September 28,   September 30,
                                                            1997            1996            1997            1996
                                                                                (Unaudited)            
                                                                                                       
<S>                                                    <C>             <C>             <C>             <C>
Net sales                                              $621,653        $496,818        $246,044        $193,755
                                                                                                       
Cost of goods sold                                     340,482         289,311         132,471         111,771
                                                                                                       
Gross margin                                           281,171         207,507         113,573          81,984
                                                                                                       
Operating expenses:                                                                                    
Marketing, selling, general and administrative         144,987         106,627         55,705           38,217
Research and development                                15,782         10,683           6,186            3,457
                                                                                                       
Total operating expenses                               160,769         117,310         61,891           41,674
                                                                                                       
Operating income                                       120,402         90,197          51,682           40,310
                                                                                                       
Other income, net                                        2,750          3,365           2,002            1,646
                                                                                                       
Earnings before income taxes                           123,152         93,562          53,684           41,956
                                                                                                       
Income taxes                                            38,793         31,343          16,911           14,055
                                                                                                       
Net income                                             $84,359         $62,219         $36,773         $27,901
                                                                                                       
Earnings per share                                     $   .88         $  .66          $  .38          $   .30
                                                                                                       
Weighted average common stock and                                                                      
 common stock equivalents outstanding                   96,125         93,995          96,495           94,401
                                        
</TABLE>
                                 
      See accompanying notes to consolidated condensed financial statements

                                        5
<PAGE>
                                                                       FORM 10-Q
                                                              September 28, 1997

<TABLE>

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                        
<CAPTION>
                                        
                                                             Nine months ended               Three months ended
                                                       September 28,   September 30,   September 28,   September 30,
                                                            1997            1996            1997            1996
                                                                                (Unaudited)                   
<S>                                                    <C>             <C>             <C>             <C>
Cash flows from operating activities                                                                   
Net income                                             $84,359         $62,219         $36,773         $27,901
Adjustments to reconcile net income to net                                                             
 cash provided by operating activities:                                                                
Depreciation and amortization                           13,335          9,003           4,918           3,559
Provision for doubtful accounts                          3,455          3,188           1,327             910
Deferred taxes                                         (4,327)         (6,120)          2,884          (3,699)
Changes in operating assets and liabilities:                                                           
  Increase in accounts receivable                      (33,810)        (34,307)        (23,085)        (17,020)
  Decrease in inventories                               11,958         36,798          40,749           5,244
  Decrease (increase) in prepaid expenses and                                                          
   other current assets                                (1,025)         (2,927)            837           (981)
  Decrease (increase) in other assets                      507          (157)            (18)            (19)
  Increase (decrease) in accounts payable              (7,678)         20,713          (3,784)         18,505
  Increase in accrued expenses                           9,834         16,098           9,616           9,280
  Increase in income taxes payable                       2,847         12,297           6,197          10,706
Net cash provided by operating activities               79,455         116,805         76,414          54,386
                                                                                                       
Cash flows from investing activities                                                                   
Capital expenditures, net of capital grants            (26,570)        (15,863)        (8,057)         (7,157)
Cash acquired in acquisition                               101              -               -               -
Net cash used in investing activities                  (26,469)        (15,863)        (8,057)         (7,157)
                                                                                                       
Cash flows from financing activities                                                                   
Proceeds from issuances of common stock                  5,681          8,101             739           2,242
Purchases of common stock                                    -         (1,551)              -            (65)
Net cash provided by financing activities                5,681          6,550             739           2,177
                                                                                                       
Net increase in cash and cash equivalents               58,667         107,492         69,096          49,406
                                                                                                       
Cash and cash equivalents at beginning of period       153,234         39,040          142,805         97,126
                                                                                                       
Cash and cash equivalents at end of period             $211,901        $146,532        $211,901        $146,532
                                        
Supplemental cash flow disclosures                                                                     
Cash paid during the period for income taxes                                                           
 (net of refunds)                                      $34,260         $25,166         $8,716          $8,709
                                        
</TABLE>
                                       
      See accompanying notes to consolidated condensed financial statements

                                        6
<PAGE>
                                                                       FORM 10-Q
                                                              September 28, 1997



             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



1.   Management Representation

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

2.   Principles of Consolidation

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

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.  The Company has accounted for the
acquisition  as  a pooling-of-interests and, accordingly, Systems  Enhancement's
results  of  operations and cash flows are included in the  Company's  financial
statements from January 1, 1997.  The acquisition was deemed to be immaterial to
the  Company's  consolidated results of operations and financial condition  and,
therefore, comparative prior period results have not been restated.

3.   Per Share Data

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

4.   Shareholders' Equity

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

                                        7
<PAGE>
                                                                       FORM 10-Q
                                                              September 28, 1997

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

RESULTS OF OPERATIONS:

Revenues

Net  sales  were  $246.0 million for the third quarter of 1997, an  increase  of
27.0% compared to $193.8 million for the same period in 1996.  Net sales for the
first  nine  months  of 1997 were $621.7 million compared to $496.8  million  in
1996,  an increase of 25.1%.  The increase was attributable to continued  strong
demand  for  the Company's products across fast-growing core markets,  including
computer  networking,  internetworking equipment and point-of-sale  devices,  as
well  as what the Company believes is an increasing awareness by computer  users
of  the  consequences of data loss and hardware damage which can  be  caused  by
power problems.  International net sales (excluding Canada) in the third quarter
of  1997  were up 27% versus the third quarter of 1996, while the North American
market  also continued to be strong with net sales up 27%.  International  sales
(excluding Canada) comprised 36% of net sales in the third quarter of  1997  and
1996.

Cost of Goods Sold

Cost of goods sold was $132.5 million or 53.8% of net sales in the third quarter
of  1997 compared to $111.8 million or 57.7% in the third quarter of 1996.  Cost
of  goods sold was $340.5 million or 54.8% of net sales in the first nine months
of  1997 compared to $289.3 million or 58.2% in the nine months of 1996.   Gross
margins improved by approximately 390 basis points during the third quarter  and
approximately  340 basis points during the first nine months of  1997  over  the
comparable  periods  in 1996.  The improvements were primarily  attributable  to
volume production efficiencies combined with continued improvement in margins on
lower  cost Back-UPSr products manufactured in the Philippines.  Total inventory
reserves  at September 28, 1997 were $20.0 million compared to $16.1 million  at
December 31, 1996.  Second generation Smart-UPSr represented approximately 7% of
total  inventories at September 28, 1997 compared to 5% of total inventories  at
December  31,  1996.  The increased inventory reserves include coverage  of  the
potential  loss exposure that may result from excess inventories as  the  demand
for  second  generation  products diminishes.  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

Operating  expenses  include  marketing,  selling,  general  and  administrative
(SG&A), and research and development expenses.

SG&A expenses were $55.7 million or 22.6 % of net sales for the third quarter of
1997  compared to $38.2 million or 19.7% of net sales for the third  quarter  of
1996.   SG&A  expenses were $145.0 million or 23.3% of net sales for  the  first
nine  months  of 1997 compared to $106.6 million or 21.5% of net sales  for  the
first  nine months of 1996.  The increases over last year were due primarily  to
increased  advertising and promotional costs, as well as costs  associated  with
increased  staffing of sales and other related positions both  domestically  and
internationally.  The allowance for doubtful accounts at September 28, 1997  was
8.6% of accounts receivable, compared to 9.0% at December 31, 1996.  The Company
continues  to  experience  strong collection performance.   Accounts  receivable
balances  outstanding  over 60 days represented 10.7% of total  receivables,  up
from  9.1% at December 31, 1996 due to the timing of customer payments  received
in  early  October.   Write-offs  of uncollectible  accounts  have  historically
represented  less  than  1%  of  total  receivable  balances.   A  majority   of
international customer balances are covered by receivables insurance.

Research  and  development expenses were $6.2 million or 2.5% of net  sales  and
$3.5  million  or  1.8% of net sales for the third quarter  of  1997  and  1996,
respectively.  Research and development expenses were $15.8 million or  2.5%  of
net  sales  and $10.7 million or 2.2% of net sales for the first nine months  of
1997  and  1996, 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, including
additional  engineering  resources gained in the  1997  acquisition  of  Systems
Enhancement Corporation.

                                        8
<PAGE>
Other Income, Net and Income Taxes

Net  foreign currency losses in the third quarter and first nine months of  1997
(primarily  related  to  foreign currency denominated  assets  of  international
subsidiaries  for  which the U.S. dollar is the functional currency)  were  more
than  offset by an increase in interest income.  This increase was due to higher
average  cash balances available for investment during the first nine months  of
1997 compared to the same period in 1996.

The  Company's effective income tax rates were approximately 31.5% and 33.5% for
the quarters ended September 28, 1997 and September 30, 1996, respectively.  The
decrease  from  last year is due to the expected tax savings 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.


LIQUIDITY AND CAPITAL RESOURCES

Working  capital  at  September 28, 1997 was $394.7 million compared  to  $317.8
million at December 31, 1996.  The Company has been able to increase its working
capital position as the result of continued strong operating results and despite
internally  financing the capital investment required to expand its  operations.
The  Company's cash position increased to $211.9 million at September  28,  1997
from $153.2 million at December 31, 1996.

Worldwide  inventories were $118.8 million at September  28,  1997  compared  to
$130.4 million at December 31, 1996.  Inventories decreased substantially during
the  third quarter of 1997 due to operational improvements relating to component
and finished goods planning, combined with work-in-process reductions associated
with the Company's conversion to lean cellular manufacturing.  The third quarter
decrease  more  than  offset  the  first half 1997  inventory  build  which  was
primarily  attributable to the effects of seasonal factors,  opening  new  plant
capacity  in  the Philippines, and the introduction of a new product  line,  the
Symmetra  (TM) Power Array (TM).  Inventory levels as a percentage of  quarterly
sales  were 48% in the third quarter of 1997, 78% in the second quarter of 1997,
93% in the first quarter of 1997, and 62% in the fourth quarter of 1996.

At  September  28,  1997, the Company had available for  future  borrowings  $50
million under an unsecured line of credit agreement at a floating interest  rate
equal  to the bank's cost of funds rate plus .625% and an additional $15 million
under  an  unsecured line of credit agreement with a second bank  at  a  similar
interest  rate.   No  borrowings  were outstanding  under  these  facilities  at
September  28,  1997.   Additionally, the Company has no  significant  financial
commitments  outstanding  other than those required  in  the  normal  course  of
business.

Capital  investment  for  the first nine months of 1997 consisted  primarily  of
manufacturing and office equipment, and buildings and improvements.  The  nature
and  level  of  capital spending was made to establish additional  manufacturing
operations  in  the Philippines, to improve manufacturing capabilities,  and  to
support   the   increased   marketing,  selling,  and   administrative   efforts
necessitated  by the Company's growth.  Net capital expenditures  were  financed
from  available operating cash.  The Company had no material capital commitments
at September 28, 1997.

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
January  1997,  the Company purchased a second location in the  Philippines  for
approximately $3 million.  The Company began manufacturing selected products  at
this  facility  during  the third quarter of 1997.  Both Philippines  facilities
currently  manufacture certain Back-UPS products sold in the Company's  domestic
and international markets.

The  Company's Galway, Ireland facility is providing manufacturing and technical
support  to service the Company's international customers.  In 1994, the Company
executed  an  agreement  with the Industrial Development  Authority  of  Ireland
("IDA")  under which the Company will receive grant monies equal to 40%  of  the
costs incurred for machinery, equipment and building improvements for the Galway
facility.   The  maximum amount attainable under the agreement is  approximately
$13.1 million.  The grant monies would be repayable, in whole or in part, should
(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 September 28, 1997 was approximately $9.5
million.   The  total  cumulative  amount of  capital  grants  received  through

                                        9
<PAGE>
September  28,  1997 amounted to approximately $8.3 million.  Under  a  separate
agreement with the IDA, the Company receives up to $3,000 per new employee hired
at  the  Galway  facility for the direct reimbursement of training  costs.   The
total cumulative amount of training grant claims submitted through September 28,
1997  was  approximately $1.8 million.  The total cumulative amount of  training
grants  received  through  September 28, 1997  amounted  to  approximately  $1.3
million.

The Company continues to investigate potential sites for manufacturing expansion
in  international  locations.  In July 1997, the Company  began  establishing  a
second manufacturing location in Castlebar, Ireland.  The Company purchased  and
improved  a  70,000 square foot facility at which the Company expects  to  begin
manufacturing certain Matrix-UPS(TM) products beginning in the fourth quarter of
1997.   The  Company executed an agreement with the IDA under which the  Company
will  receive  grant  monies equal to 60% of the costs incurred  for  machinery,
equipment  and  building improvements for the Castlebar facility.   The  maximum
amount attainable under the agreement is approximately $1.3 million.  The  grant
monies  would be repayable, in whole or in part, should (a) the Company fail  to
meet  ertain 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 five years from the date of the last claim made by the
Company  for grant monies.  Under a separate agreement with the IDA, the Company
will also receive up to $12,500 per new employee hired at the Castlebar facility
for the direct reimbursement of training costs.

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.

Acquisition
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  has  accounted for the acquisition as a pooling-of-interests  and,
accordingly,  Systems Enhancement's results of operations  and  cash  flows  are
included in the Company's financial statements from January 1, 1997.

Foreign Currency Activity
Financial statements for the Company's international subsidiaries for which  the
U.S.  dollar  is the functional currency are remeasured into U.S. dollars  using
current  rates  of exchange for monetary assets and liabilities  and  historical
rates  of  exchange for nonmonetary assets.  Gains and losses from remeasurement
are included in other income (deductions), net.

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 Japanese customers in Yen.

At September 28, 1997 the Company's unhedged foreign currency accounts
receivable, by currency, were as follows:

                (In thousands)     Foreign Currency        U.S. Dollars
                                                                 
                British Pounds                3,781               6,060
                French Francs                21,823               3,649
                German Marks                 10,826               6,082
                Japanese Yen                925,577               7,525
     
Total  gross accounts receivable at September 28, 1997 was approximately  $152.6
million.   The Company had non-trade receivables of 1,175 thousand Irish  Pounds
(approximately   US$1,730  thousand),  as  well  as  Irish   Pound   denominated
liabilities  of 5,222 thousand (approximately US$7,688 thousand).   The  Company
also  had  liabilities  denominated in various European currencies  of  US$3,075
thousand,  as  well  as  Yen denominated liabilities of  approximately  US$3,583
thousand.

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.

                                        10
<PAGE>
Legal Proceedings
On  or  about June 16, 1997, Trippe Manufacturing Company ("Trippe") filed  suit
against the Company and Systems Enhancement in the United States District  Court
for  the  Northern  District  of  Illinois,  alleging  a  variety  of  contract,
antitrust, and unfair competition claims relating to the Company's February  14,
1997  acquisition  of  Systems Enhancement.  Trippe sought unspecified  damages,
costs,  fees,  and  injunctive relief.  On or about September 11,  1997,  Trippe
withdrew  its  lawsuit without prejudice.  By stipulation of  the  parties,  the
court dismissed all claims in the lawsuit with prejudice on or about October 22,
1997.

As  initially  reported in Report on Form 10-Q for the quarter  ended  June  30,
1995,  several  purported class action lawsuits were filed in the United  States
District  Court for the District of Rhode Island in which the Company was  named
as  a  defendant,  along with certain of its officers.  The lawsuits  relate  to
disclosures  made  by the Company in its public filings and press  releases  and
assert  violations of federal securities laws.  The plaintiffs seek  unspecified
damages,  interest, costs and fees.  In mid-February 1996, a derivative  lawsuit
was  filed  by  two shareholders on behalf and for the benefit  of  the  Company
against  certain present and former officers and/or directors of the Company  in
the Superior Court of Suffolk County, Massachusetts.  The Company was also named
as  a  nominal  defendant.   The derivative action plaintiffs  allege  that  the
individual defendants in that case traded in the stock of the Company  allegedly
in  breach  of their fiduciary duty to the Company.  It is possible  that  other
claims  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 consolidated condensed financial statements included
in Item 1 of this Report.

Recently Issued Accounting Standards
The   Financial  Accounting  Standards  Board  recently  issued  the   following
Statements of Financial Accounting Standards (SFAS):

SFAS  No.  128,  Earnings  per Share, establishes standards  for  computing  and
presenting  earnings per share, simplifying previous standards and  making  them
comparable  to  international earnings per share standards.   The  Company  will
adopt this Statement at December 31, 1997 and does not expect its provisions  to
have  a material effect on the Company's computation or presentation of earnings
per share.

SFAS  No.  130,  Reporting  Comprehensive  Income,  establishes  standards   for
reporting  and  display  of comprehensive income in  a  full  set  of  financial
statements.   This Statement requires companies to (a) classify items  of  other
comprehensive  income by their nature in a financial statement and  (b)  display
the  accumulated balance of other comprehensive income separately from  retained
earnings  and  additional paid-in capital in the equity  section  of  a  balance
sheet.  The Company will adopt this Statement at December 31, 1998 and does  not
expect its provisions to have a material effect on the Company's presentation of
its consolidated financial statements.

SFAS No. 131, Segment Reporting, establishes standards for reporting information
about  operating segments in annual and interim financial statements  issued  to
shareholders.  This Statement also establishes standards for related disclosures
about products and services, geographic areas, and major customers.  The Company
will  adopt  this Statement at December 31, 1998 and is currently  studying  its
provisions.

Factors That May Affect Future Performance
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 which could
cause  actual  results to differ from those projected.  The factors  that  could
cause  actual results to differ materially from such forward-looking  statements
include  the  following:  the timely development and acceptance of new  products
such  as  the  Symmetra  Power  Array; ramp up and  expansion  of  manufacturing
capacity;  general economic conditions and growth rates in the power  protection
industry  and related industries, including but not limited to the  PC,  server,
and networking industries; competitive factors and pricing pressures; changes in
product mix; changes in the seasonality of demand patterns; inventory risks  due
to  shifts in market demand; mergers and acquisitions; component constraints and
shortages;  risk  of nonpayment of accounts receivable; the uncertainty  of  the
litigation  process  including  risk  of an unexpected,  unfavorable  result  of
current  litigation; factors associated with international operations;  and  the
risks  described from time to time in the Company's filings with the  Securities
and Exchange Commission.

                                        11
<PAGE>
                                                                       FORM 10-Q
                                                              September 28, 1997
PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On  or  about June 16, 1997, Trippe Manufacturing Company ("Trippe") filed  suit
against the Company and Systems Enhancement in the United States District  Court
for  the  Northern  District  of  Illinois,  alleging  a  variety  of  contract,
antitrust, and unfair competition claims relating to the Company's February  14,
1997  acquisition  of  Systems Enhancement.  Trippe sought unspecified  damages,
costs,  fees,  and  injunctive relief.  On or about September 11,  1997,  Trippe
withdrew  its  lawsuit without prejudice.  By stipulation of  the  parties,  the
court dismissed all claims in the lawsuit with prejudice on or about October 22,
1997.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)  Exhibits

Exhibit No. 11 - Computation of Earnings per Share (Page 14)
Exhibit No. 27 - Financial Data Schedule

(B)  Reports on Form 8-K

No  reports  on  Form  8-K  were filed by American Power Conversion  Corporation
during the quarter ended September 28, 1997.

                                        12
<PAGE>

                                                                       FORM 10-Q
                                                              September 28, 1997


                                   SIGNATURES
                                        
                                        
      Pursuant  to the requirements of the Securities Exchange Act of 1934,  the
Registrant  has  duly  caused this report to be signed  on  its  behalf  by  the
undersigned thereunto duly authorized.
                                        
                                        
                      AMERICAN POWER CONVERSION CORPORATION
                                        
                            Date:  November 12, 1997
                                        
                                        
                               /s/ Donald M. Muir
                                        
                                 Donald M. Muir
                             Chief Financial Officer
                  (Principal Accounting And Financial Officer)

                                        13
<PAGE>

                                                                       FORM 10-Q
                                                              September 28, 1997
                                                                                
                                                                                
                                                                      EXHIBIT 11

<TABLE>

                      AMERICAN POWER CONVERSION CORPORATION
                        COMPUTATION OF EARNINGS PER SHARE
                  (In thousands, except for earnings per share)
<CAPTION>
                                        
                                        
                                                             Nine months ended                Three months ended
                                                       September 28,   September 30,    September 28,   September 30,
                                                            1997            1996             1997            1996
<S>                                                    <C>             <C>              <C>             <C>
Primary                                                                                                 
                                                                                                        
Weighted average common stock outstanding               95,040          93,751          95,279          94,039
Net effect of dilutive stock options based on                                                           
 the treasury stock method using the average                                                            
 market price                                            1,085             244           1,216             362
  Total                                                 96,125          93,995          96,495          94,401
                                                                                                        
Net income                                             $84,359         $62,219          $36,773         $27,901
                                                                                                        
Per share amount                                       $   .88         $   .66          $  .38          $  .30
                                                                                                        
                                                                                                        
Fully diluted                                                                                           
                                                                                                        
Weighted average common stock outstanding               95,040          93,751          95,279          94,039
Net effect of dilutive stock options based on                                                           
 the treasury stock method using the period                                                             
 end market price                                        1,375             544           1,375             562
  Total                                                 96,415          94,295          96,654          94,601
                                                                                                        
Net income                                             $84,359         $62,219          $36,773         $27,901
                                                                                                        
Per share amount                                       $   .87         $   .66          $  .38          $  .29

</TABLE>

                                        14