<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 March 30, 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 no.)  
       incorporation or organization)    
                                        
                                        
             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 May 9, 1997 -
                                94,878,000 shares

                                         1

<PAGE>
                                                                       FORM 10-Q
                                                                  March 30, 1997


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                        
                                      INDEX


                                                              Page No.
                                                                  
Part I - Financial Information:                                  
 
Item 1.   Consolidated Condensed Financial                  
          Statements:
 
              Consolidated Condensed Balance Sheets -             
              March 30, 1997 (Unaudited) and December         
              31, 1996                                          3 - 4
                                                                  
              Consolidated Condensed Statements of                
              Income -                                            
              Three Months Ended March 30, 1997 and               
              March 31, 1996 (Unaudited)                          5 
                                                                  
              Consolidated Condensed Statements of Cash           
              Flows -                                             
              Three Months Ended March 30, 1997 and               
              March 31, 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 2.   Changes in Securities:                            
          (c) Recent Sales of Unregistered Securities            12
  
Item 6.   Exhibits and Reports on Form 8-K                       12
 
Signatures                                                       13

                                         2
<PAGE>
                                                                       FORM 10-Q
                                                                  March 30, 1997

PART I - CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

ITEM 1 - FINANCIAL STATEMENTS

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (In thousands)
                                        
                                     ASSETS
<TABLE>
<CAPTION>
                                                 March 30,        December 31,
                                                    1997              1996
                                                (Unaudited)             
<S>                                             <C>               <C>  
Current assets:                                                   
Cash and cash equivalents                       $ 151,097         $ 153,234
Accounts receivable,                                              
  less allowance for doubtful accounts of                         
  $10,963 in 1997 and $10,789 in 1996             106,756           108,544
Inventories:                                                      
  Raw materials                                    82,314            68,657
  Work-in-process and finished goods               77,300            61,786
Total inventories                                 159,614           130,443
Prepaid expenses and other current assets           9,935            11,610
Deferred income taxes                              23,878            20,284
                                                                  
Total current assets                              451,280           424,115
                                                                  
Property, plant and equipment:                                    
  Land, buildings and improvements                 22,772            18,710
  Machinery and equipment                          71,376            64,986
  Office equipment and furniture                   25,885            23,299
  Purchased software                                7,799             7,357
                                                                  
                                                  127,832           114,352
                                                                  
Less accumulated depreciation and amortization     40,017            35,655
                                                                  
Net property, plant and equipment                  87,815            78,697
                                                                  
Other assets                                        1,884             1,190
                                                                  
Total assets                                    $ 540,979         $ 504,002
</TABLE>


See accompanying notes to consolidated condensed financial statements

                                         3
<PAGE>
                                                                       FORM 10-Q
                                                                  March 30, 1997


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
                                 (In thousands)
                                        
                      LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                 March 30,        December 31,
                                                    1997              1996
                                                (Unaudited)             
<S>                                             <C>               <C>
Current liabilities:
Accounts payable                                $  55,816         $  41,587
Accrued expenses                                   12,309            12,576
Accrued compensation                               11,136            12,217
Accrued sales and marketing programs               17,709            16,360
Accrued pension contributions                       2,994             6,290
Income taxes payable                               17,047            17,294
                                                                  
Total current liabilities                         117,011           106,324
                                                                  
Deferred tax liability                              6,340             5,780
                                                                  
Total liabilities                                 123,351           112,104
                                                                  
Shareholders' equity:                                             
Common stock, $.01 par value;                                     
  authorized 200,000 shares;                                      
  issued 95,117 shares in 1997,
  94,417 shares in 1996                               951               944
Additional paid-in capital                         52,316            48,374
Retained earnings                                 365,912           344,131
Treasury stock, 125 shares, at cost                (1,551)           (1,551)
                                                                  
Total shareholders' equity                        417,628           391,898
                                                                  
Total liabilities and shareholders' equity      $ 540,979         $ 504,002
</TABLE>





See accompanying notes to consolidated condensed financial statements

                                         4
<PAGE>
                                                                       FORM 10-Q
                                                                  March 30, 1997
                                        
                                        
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                    (In thousands, except earnings per share)
<TABLE>
<CAPTION>                                                                       
                                                      Three months ended
                                                          (Unaudited)
                                                 March 30,          March 31
                                                    1997              1996
                                                                  
<S>                                             <C>               <C>      
Net sales                                       $  171,989        $  141,626
                                                                  
Cost of goods sold                                  95,801            83,441
                                                                  
Gross margin                                        76,188            58,185
                                                                  
Operating expenses:                                               
Marketing, selling, general and administrative      40,987            32,298
Research and development                             4,205             3,719
                                                                  
Total operating expenses                            45,192            36,017
                                                                  
Operating income                                    30,996            22,168
                                                                  
Other income (deductions), net                       (375)               708
                                                                  
Earnings before income taxes                        30,621            22,876
                                                                  
Income taxes                                         9,646             7,663
                                                                  
Net income                                      $   20,975        $   15,213
                                                                  
Earnings per share                              $      .22        $      .16
                                                                  
Weighted average common stock and                                 
  common stock equivalents outstanding              95,551            93,750
</TABLE>
                                        
                                        
                                        
                                        
                                        
                                       
See accompanying notes to consolidated condensed financial statements

                                         5
<PAGE>
                                                                       FORM 10-Q
                                                                  March 30, 1997
                                        
                                        
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>                                                                   
                                                         Three months ended
                                                             (Unaudited)
                                                     March 30,        March 31,
                                                        1997             1996
<S>                                                 <C>              <C>      
Cash flows from operating activities                                          
Net income                                          $  20,975        $  15,213
Adjustments to reconcile net income to net                                    
 cash provided by (used in) operating activities:                             
Depreciation and amortization                           3,902            2,731
Provision for doubtful accounts                           973            1,475
Deferred taxes                                         (3,321)              69
Changes in operating assets and liabilities:                                  
  Decrease (increase) in accounts receivable            1,399           (3,950)
  Decrease (increase) in inventories                  (28,812)          10,698
  Decrease (increase) in prepaid expenses and other
    current assets                                      1,964           (2,043)
  Decrease (increase) in other assets                     369             (168)
  Increase (decrease) in accounts payable              13,751           (4,263)
  Increase (decrease) in accrued expenses              (4,345)           2,364
  Increase (decrease) in income taxes payable            (247)           5,209
Net cash provided by operating activities               6,608           27,335
                                                                              
Cash flows from investing activities                                          
Capital expenditures, net of capital grants           (12,792)          (3,620)
Cash acquired in acquisition                              101                -
Net cash used in investing activities                 (12,691)          (3,620)
                                                                              
Cash flows from financing activities                                          
Proceeds from issuances of common stock                 3,946            4,316
Net cash provided by financing activities               3,946            4,316
                                                                              
Net increase (decrease) in cash and cash equivalents   (2,137)          28,031
                                                                              
Cash and cash equivalents at beginning of period      153,234           39,040
                                                                              
Cash and cash equivalents at end of period         $  151,097        $  67,071
                                        
                                        
Supplemental disclosures of cash flow information                             
Cash paid during the period for income taxes
(net of refunds)                                   $   13,142        $   2,385
</TABLE>
                                        





See accompanying notes to consolidated condensed financial statements

                                         6
<PAGE>
                                                                       FORM 10-Q
                                                                  March 30, 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
period  are  not necessarily indicative of results to be expected for  the  full
year.

2.   Principles of Consolidation

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

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
                                                                  March 30, 1997

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

RESULTS OF OPERATIONS:

Revenues

Net  sales  were  $172.0 million for the first quarter of 1997, an  increase  of
21.4% compared to $141.6 million for the same period in 1996.  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.  The North American market continued  to
be  strong  in the first quarter of 1997, with North American net sales  up  29%
versus  the first quarter of 1996.  International net sales were up 10% overall,
with  European  revenue  approximating last year's level.   International  sales
(excluding  Canada)  comprised 37% of net sales in the  first  quarter  of  1997
compared to 40% in the first quarter of 1996.

Cost of Goods Sold

Cost  of goods sold was $95.8 million or 55.7% of net sales in the first quarter
of  1997  compared to $83.4 million or 58.9% in the first quarter of 1996.   The
year-to-date  gross  margin improvement of approximately 320  basis  points  was
primarily  attributable  to  increasing sales  volume  of  higher  margin  third
generation   Smart-UPS(R)   products  and  lower   cost   Back-UPS(R)   products
manufactured in the Philippines.  The total inventory reserves at March 30, 1997
were  $17.6  million  compared  to $16.1 million  at  December  31,  1996.   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 March 30, 1997 unchanged from  December
31,  1996.  The Company's reserve estimate methodology involves quantifying  the
total  inventory position having potential loss exposure, reduced by  an  amount
reasonably forecasted to be sold, and adjusting its interim reserve provisioning
to cover the net loss exposure.

Operating Expenses

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

Marketing,  selling,  general  and administrative  (SG&A)  expenses  were  $41.0
million  or 23.8% of net sales for the first quarter of 1997 compared  to  $32.3
million  or 22.8% of net sales for the first quarter of 1996.  The increases  in
total  spending for the first quarter of 1997 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 March 30, 1997 was 9.3%
of  accounts  receivable, compared to 9.0% at December 31,  1996.   The  Company
continues  to experience strong collection performance with accounts  receivable
balances  outstanding  over  60 days representing  9.1%  of  total  receivables,
unchanged  from  December 31, 1996.  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 $4.2 million or 2.4% of net  sales  and
$3.7  million  or  2.6% of net sales for the first quarter  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.  Although  the
aggregate  dollars  of research and development expenses  have  increased  as  a
result  of  continued product and process development, the slight decrease  from
first  quarter  1996  to  first  quarter  1997  as  a  percentage  of  sales  is
attributable  to certain fixed research and development expenses spread  over  a
higher revenue base.
 .
Other Income (Deductions) and Income Taxes

Net  foreign currency losses in the first quarter of 1997 (primarily related  to
foreign currency denominated assets of international subsidiaries for which  the
U.S. dollar is the functional currency) were partially offset by higher interest

                                         8
<PAGE>
income  which  increased by 135% over the first quarter of 1996.  This  increase
was  due  to  higher average cash balances available for investment  during  the
first quarter 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  March  30, 1997 and March  31,  1996,  respectively.   The
decrease  from first quarter 1996 to first quarter 1997 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 March 30, 1997 was $334.3 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 build-up of inventories and  the  capital  investment
required  to  expand  its  operations.  The Company's  cash  position  decreased
slightly  to  $151.1  million at March 30, 1997 compared to  $153.2  million  at
December 31, 1996.

Worldwide  inventories were $159.6 million at March 30, 1997 compared to  $130.4
million  at  December  31,  1996.  The first quarter 1997  inventory  build  was
primarily attributable to the effects of seasonal factors, opening up 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 93% in the first quarter of 1997, up from 62% in the fourth  quarter
of 1996.

At  March 30, 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 March 30, 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 quarter  of  1997  consisted  primarily  of
manufacturing and office equipment. The nature and level of capital spending was
made  to  improve  manufacturing  capabilities  and  to  support  the  increased
marketing,  selling, and administrative efforts necessitated  by  the  Company's
significant  growth.   Net  capital expenditures were  financed  from  available
operating  cash.  The Company had no material capital commitments at  March  30,
1997.

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.   This facility currently manufactures  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.

The  Company's Ireland facility is providing manufacturing and technical support
in  order  to  better service the Company's markets in Europe, the Middle  East,
Africa  and  Russia.   In  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  March 30, 1997 was approximately $9.5  million.   The  total
cumulative amount of capital grants received through March 30, 1997 amounted  to
approximately $8.4 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 March 30,
1997  was  approximately $2.0 million.  The total cumulative amount of  training
grants received through March 30, 1997 amounted to approximately $1.4 million.

                                         9
<PAGE>
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 Japan customers in Yen.

At March 30, 1997 the Company's unhedged foreign currency accounts receivable,
by currency, were as follows:

       (In thousands)            Foreign           U.S.
                                Currency         Dollars
                                          
       British Pounds              3,390          $5,494
       French Francs              13,707           2,417
       German Marks                5,585           3,325
       Japanese Yen              495,746           4,030
     
Total  gross  accounts  receivable at March 30, 1997  was  approximately  $117.7
million.   The Company had non-trade receivables of 1,052 thousand Irish  Pounds
(approximately   US$1,657  thousand),  as  well  as  Irish   Pound   denominated
liabilities  of 9,908 thousand (approximately US$15,606 thousand).  The  Company
also  had  liabilities  denominated in various European currencies  of  US$3,818
thousand,  as  well  as  Yen  denominated liabilities  of  approximately  US$877
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.

Legal Proceedings
As  initially  reported in Report on Form 10-Q for the quarter  ended  June  30,
1995,  several  purported class action lawsuits were filed in the United  States
District  Court for the District of Rhode Island in which the Company was  named
as  a  defendant,  along with certain of its officers.  The lawsuits  relate  to
disclosures  made  by the Company in its public filings and press  releases  and
assert  violations of federal securities laws.  The plaintiffs seek  unspecified
damages,  interest, costs and fees.  In mid-February 1996, a derivative  lawsuit
was  filed  by  two shareholders on behalf and for the benefit  of  the  Company
against  certain present and former officers and/or directors of the Company  in
the Superior Court of Suffolk County, Massachusetts.  The Company was also named
as  a  nominal  defendant.   The derivative action plaintiffs  allege  that  the
individual defendants in that case traded in the stock of the Company  allegedly
in  breach  of their fiduciary duty to the Company.  It is possible  that  other
claims  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 Standard
The Financial Accounting Standards Board recently issued SFAS No. 128, "Earnings
per  Share."  This statement establishes standards for computing and  presenting
earnings per share, simplifying previous standards and making them comparable to

                                        10
<PAGE>
international earnings per share standards.  The Company will adopt SFAS No  128
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.

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.   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  receivable;  factors
associated  with international operations; and the risk factors  described  from
time  to  time  in  the  Company's  filings with  the  Securities  and  Exchange
Commission.

                                        11
<PAGE>
                                                                       FORM 10-Q
                                                                  March 30, 1997


Part II - Other Information

Item 2.  Changes in Securities, (c) Recent Sales of Unregistered Securities

On  February  14,  1997, the Company completed a private  placement  of  480,144
shares  (the  "Shares") of its Common Stock to the holders  of  the  outstanding
capital  stock  of  Systems Enhancement Corporation ("Systems  Enhancement")  in
exchange  for  all  of  the  outstanding shares  of  capital  stock  of  Systems
Enhancement.   Such  private  placement was made to effect  the  acquisition  of
Systems Enhancement by the Company.  The Company claims that the offer and  sale
of the Shares were exempt from registration under the Securities Act of 1933, as
amended  (the "Securities Act") pursuant to Rule 506 of Regulation D  under  the
Securities  Act  in  reliance upon information available to the  Company  as  of
February  14,  1997,  including certain representations and  warranties  of  the
purchasers  of  the  Shares.   The  Shares  were  offered  only  to  "accredited
investors" (as such terms are defined in Regulation D) or to purchasers who,  in
the  reasonable  belief of the Company, either alone or with  his/her  purchaser
representative,  had  such knowledge and experience in  financial  and  business
matters  that  he/she  was capable of evaluating the merits  and  risks  of  the
investment.   On  March 7, 1997, the Company filed a registration  statement  on
Form  S-3  (File No. 333-23007) with the SEC covering the resale of  the  shares
sold in the private placement and the registration statement became effective on
April 25, 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 (For SEC EDGAR Filing Only;
Intentionally Omitted)

(B)  Reports on Form 8-K

No  reports  on  Form  8-K  were filed by American Power Conversion  Corporation
during the quarter ended March 30, 1997.

                                        12
<PAGE>
                                                                       FORM 10-Q
                                                                  March 30, 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:  May 13, 1997
                                        
                                        
                               /s/ Donald M. Muir
                                        
                                 Donald M. Muir
                             Chief Financial Officer
                  (Principal Accounting And Financial Officer)

                                        13
<PAGE>
                                                                       FORM 10-Q
                                                                  March 30, 1997
                                                                                
                                                                                
                                                                      EXHIBIT 11


                      AMERICAN POWER CONVERSION CORPORATION
                        COMPUTATION OF EARNINGS PER SHARE
                  (In thousands, except for earnings per share)
<TABLE>
<CAPTION>                                      
                                                       Three months ended
                                                           (Unaudited)
                                                   March 30,        March 31,
                                                     1997             1996
 <S>                                               <C>              <C>    
 Primary                                                           
                                                                   
 Weighted average common stock outstanding           94,667           93,419
 Net effect of dilutive stock options based on                     
 the treasury stock method
 using the average market price                         884              331
     Total                                           95,551           93,750
                                                                   
 Net income                                      $   20,975        $  15,213
                                                                   
 Per share amount                                $      .22        $     .16
                                                                   
                                                                   
 Fully diluted                                                     
                                                                   
 Weighted average common stock outstanding           94,667           93,419
 Net effect of dilutive stock options based on                     
 the treasury stock method
 using the period end market price                      840              368
     Total                                           95,507           93,787
                                                                   
 Net income                                      $   20,975        $  15,213
                                                                   
 Per share amount                                $      .22        $     .16
</TABLE>