<PAGE>
                           ANNUAL REPORT ON FORM 10-K
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ___________________
(Mark One)
[ X ] ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  AND
      EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 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 Jusrisdiction 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)

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

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

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

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

The  aggregate  market value of the voting stock held by non-affiliates  of
the  Registrant on February 24, 1998 was approximately $2,279,628,000 based
on  the  price  of the last reported sale as reported by the  NASDAQ  Stock
Market  on  February  24, 1998.  The number of shares  outstanding  of  the
Registrant's Common Stock on February 24, 1998 was 95,285,100.

Documents Incorporated by Reference
Portions of the Registrant's definitive Proxy Statement in connection  with
the  Annual  Meeting  of the Shareholders to be held on  May  1,  1998  are
incorporated by reference in Part III hereof.

               - Exhibit Index on Sequentially Numbered Page 41 -

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

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

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

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

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

In  1997  the Company continued to focus on providing "best of breed"  solutions
for  the  PC  and  server  market,  while adding  innovative  products  for  the
datacenter market to its offerings.  Major global trends affecting the Company's
business  in  1997  included the continued proliferation of  servers,  including
those  for  Internet and intranet applications; the continued decline of  server
prices;  the growth of networking applications; the growth of PC sales; and  the
continued  poor  quality of power.   The Company's goal  is  to  leverage  these

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trends,  to  target the sales of UPS to new servers, to have  the  products  and
presence to succeed in new geographies and to continue to position itself as the
UPS  and power solution provider of choice. The Company also continues to target
promotional efforts at the Small Office, Home Office (SOHO) market which it  has
identified  as  a  growth  opportunity for the future and  continues  to  target
industries that are becoming more dependent on electronic systems, such  as  the
telecommunications  industry,  as potential market  growth  opportunities.   The
Company  believes  that the overall penetration by UPS products  of  the  server
market  is  approximately 70-80% and penetration of the PC market  remains  less
than 10%.

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

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

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

The  Company  currently  manufactures a broad range  of  standard  domestic  and
international  UPS  models designed for different applications.   The  principal
differences  among the products are the amount of power which  can  be  supplied
during  an  outage, the length of time for which battery power can  be  supplied
(the  "run  time"), the level of intelligent network interfacing capability  and
the  number  of  brownout  and overvoltage correction features.   The  Company's
present  line of UPS products ranges from 200 volt-amps (suitable for a  PC)  to
16,000  volt-amps  (suitable for a datacenter).  The products can  also  support
work  groups utilizing either a LAN or a multi-user system consisting of a  host
computer  and  linked terminals.  List prices to end-users for products  ranging
from 200 volt-amps to 5,000 volt-amps range from $100 to $6,767.  List prices to
end-users  for  products ranging from 8,000 volt-amps to 16,000 volt-amps  range
from $7,919 to $17,278.  In addition to its UPS products designed for the office
environment, the Company manufactures rack-mount UPS products designed  for  use
in   back  office  and  manufacturing  operations.   The  Company  also   offers
SurgeArrestr,   PowerManager  and  ProtectNetr  products  with   the   principal
difference among the models being the level of protection available and  feature
sets.  List prices to end-users range from $15 to $135.

The  Company  also develops a family of software products under the  PowerChuter
plus  name  which provides its users with unattended shutdown capabilities,  UPS
power management, and diagnostic features.  PowerChute plus is available free of
charge  with  the purchase of select UPS units from the Company for  many  major
operating systems.  List prices to end-users for other PowerChute products range
from  $69  to $299.  The Company also offers PowerNetT and PowerXtendT  software
packages  for advanced monitoring, configuring and managing of power  resources.
Select  versions  are  available free of charge from the Company.   List  prices
range from $199 to $699.

In  addition,  the  Company offers a range of complimentary  accessory  products
designed  to enhance the functionality of the Company's UPS and surge protection
products.   NetShelterT  is  a high quality, free standing  rack  enclosure  for
storing and protecting network, internetworking, and power protection equipment.
Other  accessories  offered  by the Company include  MasterswitchT   to  provide
remote  web and SNMP management and control of networks; PowerViewT for  display
of  a UPS's operational status; Share-UPST and the SmartSlotT Interface Expander
for  reliable  shutdown of multiple servers connected to a single UPS;  Measure-

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UPST  to  provide  environmental  and security monitoring;  SmartSlot  Expansion
Chassis,  which  connects multiple accessories to a single  UPS;  Call-UPST  II,
which provides remote, out of band UPS management via modem; SmartSlot Relay I/O
module,  which  integrates UPS control into dry contact  environments;  Control-
UPS/400T,  which monitors and manages an AS/400 system via UPS.  List prices  to
end-users for accessory products range from $75 to $2,059.

Service Programs
The  Company provides service programs to its customers for in-warranty and out-
of-warranty  UPS products.  The Company's standard practice is to grant  a  two-
year  limited  warranty  covering  its UPS products.   The  Company  offers  its
customers  the opportunity to extend the basic warranty period, at an additional
charge, an additional three years.  In-warranty service programs allow customers
to  return  their original unit for repair and, if found defective, the  Company
will  replace  the  original  unit  with a factory  reconditioned  unit  or,  if
requested, repair the original unit and return it to the customer.  The extended
warranty  can  be  purchased  anytime  during  the  standard  warranty   period.
Customers who purchase the three-year extension will enjoy warranty coverage for
a total of five full years from the original UPS purchase date.  For a fixed fee
(varying by model), the Company will replace an out-of-warranty UPS unit with  a
factory  reconditioned  unit.  The Company also offers on-site  service  through
third  party vendors and Trade-UPS programs for customers to upgrade old APC  or
competitive units to new units.  The Company also offers PowerAuditr, an on-site
power quality consulting service which analyzes the electrical infrastructure of
a  building  and determines its suitability for a given business or  to  correct
existing anomalies.

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

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

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

In  1997,  Ingram  Micro  Corporation, accounted for approximately  10%  of  the
Company's net sales.  In 1996 and 1995, no single customer comprised 10% or more
of the Company's net sales.

Sales and Marketing
The  Company's  sales and marketing organizations are primarily responsible  for
four activities: sales, marketing, customer service, and technical support.  The
Company's   sales   staff  is  responsible  for  relationships   with   existing
distributors  and dealers and developing new distribution channels, particularly
in  geographic  areas  into  which the Company is expanding.   The  sales  group
conducts  ongoing  training  and  support for  dealers  and  distributors.   The
Company's  domestic sales force focuses on the customer through  customer  units
dedicated to specific customer groups.  The Company has charged its sales  force
with  providing its customers with product and service solutions to their  power
management needs.

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

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

The   Company  is  committed  to  an  ongoing  effort  to  enhance  the  overall
productivity  of  its manufacturing facilities.  The Company uses  lean,  "cell"
based  manufacturing  processes.  Such processes have been  implemented  in  the
Company's  Rhode  Island  facilities as well as  applied  to  its  international
locations.  The Company has also adopted a "focused factories" philosophy  aimed
at  reducing  the  number of products built in any given  location  to  increase
efficiency and overall quality.  The Company is implementing this philosophy  in
its manufacturing efforts worldwide.

National  Quality Assurance has granted the Company its ISO 9000  quality  seal.
The  Company's systems have been audited to the stringent ISO 9002 level at  its
manufacturing facilities in the United States and  Galway, Ireland.

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

Product Development
The  Company's  research  and  development (R&D) staff  includes  engineers  and
support  persons  who develop new products and provide engineering  support  for
existing  products.  The Company's R&D efforts are also aimed at  reducing  cost
and total cycle time and improving product and component quality.  Most of these
employees are located in two Massachusetts facilities.  Employees devoted to the
improvement  and  development  of software products  are  located  in  the  West
Kingston,  Rhode  Island  facility  and in  the  Company's  subsidiary,  Systems
Enhancement  Corporation, located in St. Louis, Missouri.  The Company  believes
that the technical expertise of its R&D staff is very important to its growth as
technological change is rapid in the UPS field.

During  1997,  the  Company's  new  product  offerings  included  the  SymmetraT
PowerArrayT  ("Symmetra"), its first entry into the above 5kVA  market  segment.
The  product  is  a  fault-tolerant and scalable power protection  solution  for
datacenter  applications.  Shipments of Symmetra began in the third  quarter  of
1997.  The Company also added additional products which strengthen the Company's
position  as an overall network solution provider.  These introductions  include
additions to the Company's SurgeArrestr line of surge protectors; additional and
enhanced  solutions  for addressing manageability across  a  growing  number  of
operating  systems and management platforms; new rack-mount networking solutions
and   special  product  development  for  our  OEM  partners  and  international
marketplaces.

During  1996, the Company's new product offerings included the Back-UPS  Officer
which  was  introduced in the second quarter.  This product was designed  to  be
solution  specific  to  the PC end-user, especially those  using  the  Internet.
Other  new  products  include web management capability  with  PowerChuter  plus
software, a network-manageable power distribution unit, and MasterswitchT, which
enables a network manager to control attached loads independent of each other.

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

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

During  the years ended December 31, 1997, 1996, and 1995, expenditures for  the
Company's   R&D   were  $22.4  million,  $14.8  million,  and   $13.2   million,
respectively.   The  Company  expects  its  R&D  expenditures   to   remain   at
substantially  the  same  level as a percentage of  sales  for  the  foreseeable
future.

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

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

Competition
The  Company believes that it is one of five global companies providing  a  full
range of UPS products and services worldwide in the 0 to 20 kVA UPS market.  The
Company's  principal competitors in the United States include Exide  Electronics
Group,  Inc., a business unit of BTR PLC, Best Power, a business unit of General
Signal  Corporation,  Trippe Manufacturing Company, and Liebert  Corporation,  a
division  of  Emerson Electric Co.  The Company also competes with a  number  of
other  US  and  non-US based companies which offer UPS products similar  to  the
Company's products.  Some of these competitors have greater financial and  other
resources than the Company.  Furthermore, other well-established companies which
manufacture  and  market UPS products for the mainframe and  large  minicomputer
markets,  and do not presently compete directly with the Company, could  develop
products  competitive with those of the Company.  The Company  competes  in  the
sale  of  its  products  on  the  basis of several  factors,  including  product
performance and quality, marketing and access to distribution channels, customer
service, product design, and price.

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

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In July 1997, the Company established a second Ireland manufacturing location in
Castlebar.  The Company purchased and improved a 70,000 square foot facility  at
which  the  Company began manufacturing certain Matrix-UPST products during  the
fourth  quarter of 1997.  The Company executed an agreement with the  Industrial
Development  Authority of Ireland ("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  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
five years from the date of the last claim made by the Company for grant monies.
No  capital grant claims were submitted during 1997.  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.   No
training grant claims were submitted during 1997.

In  1994, the Company established its Ireland operations in Galway, through  its
subsidiary, American Power Conversion Corporation (A.P.C.) B.V.  The facility is
providing   manufacturing  and  technical  support  to  service  the   Company's
international customers.  The Company executed an agreement with the  IDA  under
which  the Company will receive grant monies equal to 40% of the costs  incurred
for machinery, equipment and building improvements for the Galway facility.  The
maximum  amount  attainable under the agreement is approximately $13.1  million.
The grant monies would be repayable, in whole or in part, should (a) the Company
fail to meet certain employment goals established under the agreement which  are
to  be  achieved over a five year implementation period and/or (b)  the  Company
discontinues  operations in Ireland prior to the termination of  the  agreement.
The agreement terminates eight years from the date of the last claim made by the
Company  for grant monies.  The total cumulative amount of capital grant  claims
submitted  through December 31, 1997 was approximately $9.5 million.  The  total
cumulative amount of capital grants received through December 31, 1997  amounted
to  approximately $8.6 million.  Under a separate agreement with  the  IDA,  the
Company   receives  up  to  $3,000  per  new  employee  hired  for  the   direct
reimbursement  of training costs. The total cumulative amount of training  grant
claims submitted through December 31, 1997 was approximately $1.8 million.   The
total  cumulative amount of training grants received through December  31,  1997
amounted to approximately $1.3 million.

During   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 67,000 square foot location in the  Philippines  for
approximately  $3.0 million.  The Company began manufacturing selected  products
at  this  facility during the third quarter of 1997.  The Philippines facilities
currently  manufacture certain Back-UPSr and Smart-UPSr  products  sold  in  the
Company's domestic and international markets.

The Company continues to investigate potential sites for manufacturing expansion
in  international locations.  The Company currently plans to establish locations
in China during the first half of 1998 and India during the second half of 1998.

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

Employees
As of December 31, 1997, the Company had approximately 3,110 full-time employees
worldwide,  approximately 1,729 of whom are located in  the  United  States  and
Canada.   The  Company also engages other personnel on a part-time  basis.   The
Company considers its relations with employees to be good.

Executive Officers of the Company
Executive officers of the Company are elected annually and hold office until the
next  Annual  Meeting of the Board of Directors and until their  successors  are
duly elected and qualified.  As of February 24, 1998, the executive officers  of
the Company were as follows:

                                        7
<PAGE>
<TABLE>
<CAPTION>
 Name                    Age  Positions
 <S>                     <C>  <C>
 Rodger B. Dowdell, Jr.  48   Chairman of the Board of Directors, President, and
                               Chief Executive Officer
 Neil E. Rasmussen       43   Vice President of Engineering and Director
 Edward W. Machala       44   Vice President of Operations and Treasurer
 Donald M. Muir          41   Chief Financial Officer
 Emanuel E. Landsman     61   Vice President, Clerk and Director
 David P. Vieau          47   Vice President of Worldwide Business Development
 Aaron L. Davis          31   Vice President of Marketing and Communications
</TABLE>
Rodger  B.  Dowdell,  Jr. joined the Company in August 1985  and  has  been  the
President  and  a  Director since that time.  From January to August  1985,  Mr.
Dowdell  worked  for  the Company as a consultant, developing  a  marketing  and
production  strategy for UPS products.  From 1978 to December  of  1984  he  was
President  of Independent Energy, Inc., a manufacturer of electronic temperature
controls.

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

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

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

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

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

Aaron  L. Davis was appointed Vice President of Marketing and Communications  in
June  1997,  after  serving as Vice President of Marketing Communications  since
January   1995.   Mr.  Davis  joined  the  Company  as  Director  of   Marketing
Communications in May 1989.

Item 2. Properties
The  Company's U.S manufacturing and distribution center, and corporate offices,
are  located at 132 Fairgrounds Road in West Kingston, Rhode Island.   In  early
1998,  the Company completed an 86,000 square foot addition to its West Kingston
facility.   Of  the approximate 252,000 square feet of space currently  in  West
Kingston,  Rhode Island, 136,000 square feet is being used for sales, marketing,
and administration, 86,000 square feet for manufacturing, and 30,000 square feet
for storage of raw materials and finished goods.

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

                                       8
<PAGE>
<TABLE>
<CAPTION>
             Location               Use             Square Feet
          <S>                    <C>                  <C>
          West Warwick           Warehouse            342,000
          Cranston               Warehouse             75,200
          East Providence      Warehouse and          115,800
                               Manufacturing
          Fort Myers           Warehouse and           66,000
                               Manufacturing
          Fort Myers             Warehouse             85,000
</TABLE>
The  Company's Ireland manufacturing facility is located in Ballybrit Industrial
Estate, Galway, Ireland.  The facility consists of approximately 280,000  square
feet,  of  which  130,000 square feet are being used for  manufacturing,  20,000
square feet for sales and administration, and 130,000 square feet for storage of
raw  materials  and  finished goods.  In July 1997, the  Company  established  a
second manufacturing location in Castlebar, Ireland.  The Company purchased  and
improved  a 70,000 square foot facility at which the Company began manufacturing
certain Matrix-UPST products during the fourth quarter of 1997.

In  June  1996,  the  Company  purchased  and  improved  a  70,000  square  foot
manufacturing  and warehouse facility in the Philippines for approximately  $1.5
million.   In  January 1997, the Company purchased a second 67,000  square  foot
location in the Philippines for approximately $3.0 million.  The purchase  price
was  financed  from  available operating cash.  The Company began  manufacturing
selected  products  at  this facility during the third  quarter  of  1997.   The
Philippines  facilities currently manufacture certain Back-UPSr  and  Smart-UPSr
products sold in the Company's domestic and international markets.

The  Company  owns  and  operates a 41,000 square foot  building  in  Billerica,
Massachusetts   and   a  28,000  square  foot  building  in   North   Billerica,
Massachusetts to accommodate its R&D operations.

Systems  Enhancement  Corporation, a subsidiary of the Company  engaged  in  the
development of power management software solutions, is located in 15,000  square
feet of leased space in St. Louis, of which approximately 11,000 square feet  is
being  used for manufacturing and approximately 4,000 for sales, marketing,  and
administration.

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

The Company continues to investigate potential sites for manufacturing expansion
in international regions.  The Company currently plans to establish locations in
China during the first half of 1998 and India during the second half of 1998.

Item 3.  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.

In  August  1995,  five  purported class action complaints,  Simon,  et  al.  v.
American  Power  Conversion  Corp., et al., Mason v. American  Power  Conversion
Corp., et al., Lewis, et al. v. American Power Conversion Corp., et al., Lohner,
et  al.  v.  American  Power Conversion Corp., et al.,  and  Friends  of  Chabad
Lubavitch,  Inc. v. American Power Conversion Corp., et al., were filed  in  the
United States District Court for the District of Rhode Island.  On November  21,
1995,  the  plaintiffs  in each of these five purported  federal  class  actions
together  filed a Corrected Consolidated Amended Complaint.  The  plaintiffs  in
this  federal class action claimed to be suing on behalf of a class  of  persons
who  purchased the Company's Common Stock during the period from April 24,  1995
through July 27, 1995.  Certain current or former officers and directors of  the
Company  were  also  named  as  defendants in the  federal  class  action.   The
complaint  in  the  federal class action alleged, among other things,  that  the

                                        9
<PAGE>
defendants violated the federal securities laws through the issuance of material
misrepresentations and omissions.  The Company believes that the allegations  in
the  federal  class  action  are  without merit and  has  defended  the  lawsuit
vigorously.

On February 13, 1996, a derivative complaint captioned Klein, et al. v. Machala,
et  al. was filed in the Massachusetts Superior Court for Suffolk County.   This
state  derivative action, which was brought by the plaintiffs on behalf  of  the
Company  against  certain  of  its  current or former  officers  and  directors,
alleged,  among other things, certain breaches of fiduciary duty.   The  Company
believes  that the allegations in the state derivative action are without  merit
and has defended the lawsuit vigorously.

On  February  26, 1998, the Company announced that it had reached agreements-in-
principle  to  settle  both the federal class action and  the  state  derivative
action.   The  parties to the federal class action and state  derivative  action
have  executed  settlement  agreements which are now awaiting  approval  by  the
United  States  District  Court  for  the  District  of  Rhode  Island  and  the
Massachusetts  Superior  Court  for Suffolk County,  respectively.   The  entire
settlement  amount  is  being  borne by the liability  insurance  carrier  which
insures the Company, its directors and its officers.

The  tentative  settlements  in  each case are  subject  to  certain  conditions
including  court approval.  There can be no assurance that the settlements  will
be  finally approved and that the Company will not have to continue its  defense
of  the  lawsuits.  Should the proposed settlements not be finally approved  for
any reason, the Company intends to defend the lawsuits vigorously.  No provision
for  any liability that may result from these actions has been recognized in the
consolidated financial statements included in Item 8.

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


                                     Part II

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

The Company's Common Stock is traded over-the-counter on the NASDAQ Stock Market
under  the symbol APCC and the Pacific Stock Exchange under the symbol ACC.  The
following table sets forth the range of high and low bid quotations per share of
Common Stock for the years 1997 and 1996.
<TABLE>
<CAPTION>
                             1997                             1996
                     High             Low             High             Low
<S>                 <C>              <C>             <C>              <C>
First Quarter       $31 1/2          $18 7/8         $11 5/8          $7 7/8
                                                                                
Second Quarter       24 1/2           15 1/4          13 5/8           9 5/8
                                                                                
Third Quarter        28 5/8           18 1/4          15 63/64         8 1/2
                                                                                
Fourth Quarter       34 3/8           22 1/8          28 1/8           14 1/8
</TABLE>
On  February 24 1998, the closing sale price for the Company's Common Stock  was
$28  15/16  per  share. As of February 24 1998, there were  approximately  2,379
holders  of record of the Company's Common Stock.  No cash dividends  have  been
paid and it is anticipated that none will be declared in the foreseeable future.
The  Company currently intends to retain any earnings to finance the growth  and
development  of  the Company's business.  Any future dividends will  be  at  the
discretion  of the Board of Directors and will depend upon, among other  things,
the  financial condition, capital requirements, earnings, and liquidity  of  the
Company.

                                       10
<PAGE> 
Item 6.  Selected Financial Data

All  amounts  are  in  dollars except for outstanding shares.   Dollars  are  in
thousands  except  for  basic and diluted earnings per  share.   Shares  are  in
thousands.   The Company did not declare any cash dividends for  the  five  year
period  presented.   Earnings per share and share data  reflect  a  stock  split
effected in 1993.
<TABLE>
<CAPTION>
                                 1997         1996         1995         1994         1993
<S>                          <C>          <C>          <C>          <C>          <C>     
Net Sales                    $873,388     $706,877     $515,262     $378,295     $250,298
Cost of Goods Sold            476,060      407,902      284,500      189,954      122,009
Gross Profit                  397,328      298,975      230,762      188,341      128,289
Costs and Expenses            225,890      165,185      127,057       82,692       53,392
Operating Income              171,438      133,790      103,705      105,649       74,897
Other Income, Net               6,354        5,189          860        3,701          977
Earnings Before                                                                        
  Income Taxes                177,792      138,979      104,565      109,350       75,874
Income Taxes                   56,004       46,558       35,029       38,075       27,316
Net Income                   $121,788      $92,421      $69,536      $71,275      $48,558
Basic Earnings Per Share        $1.28         $.98         $.75         $.78         $.54
Basic Weighted Average                                                                        
  Shares Outstanding           94,993       93,872       92,939       91,824       89,103
Diluted Earnings Per Share      $1.27         $.98         $.74         $.77         $.53
Diluted Weighted Average                                                                     
  Shares Outstanding           96,121       94,347       93,867       92,913       91,588
Total Assets                 $641,290     $504,002     $346,588     $265,163     $158,971        
Long Term Debt                      -            -            -            -            -
</TABLE>
Item 7.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

Results of operations
The  following  table sets forth the Company's net sales, cost  of  goods  sold,
marketing, selling, general and administrative expenses, R&D expenses, operating
income, other income, earnings before income taxes and net income, expressed  as
a percentage of net sales, for the years ended December 31, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
                                                  1997             1996             1995     
   <S>                                           <C>              <C>              <C>       
   Net sales                                     100.0            100.0            100.0       
   Cost of goods sold                             54.5             57.7             55.2       
   Gross profit                                   45.5             42.3             44.8       
   Marketing, selling, general and                                                             
     administrative expenses                      23.3             21.3             22.1
   Research and development                        2.6              2.1              2.6       
   Operating income                               19.6             18.9             20.1       
   Other income, net                                .7               .8               .2       
   Earnings before income taxes                   20.3             19.7             20.3       
   Net income                                     13.9             13.1             13.5       
</TABLE>

                                       11
<PAGE>
Revenues
Net  sales in fiscal year 1997 increased by 23.6% to $873.4 million from  $706.9
million  in  fiscal  year  1996, which reflected a 37.2%  increase  from  $515.3
million  in  fiscal year 1995.  The increases from 1995 to 1997 are attributable
to  a  continued strong increase in worldwide demand for the Company's  products
across fast-growing core markets, including computer networking, internetworking
equipment and point-of-sale devices, combined with what the Company believes  is
the  increasing awareness by computer users of the consequences of data loss and
hardware  damage  which  can  be  caused  by  power  problems,  particularly  in
international markets.  In addition, sales of new products and increased efforts
by,  and  the addition of members to, the Company's sales staff have contributed
to  increased  sales  volumes.  Net sales attributable to new  products  totaled
approximately 8%, 7%, and 13% of 1997, 1996 and 1995 net sales, respectively.

Export and foreign sales to unaffiliated customers, primarily in Europe, the Far
East,  Canada,  and  South America, in fiscal year 1997 were $378.3  million  or
43.3%  of  net sales compared to $305.1 million or 43.2% of net sales in  fiscal
year  1996  and $204.5 million or 39.7% of net sales in fiscal year  1995.   See
also note 8 to the consolidated financial statements.

Cost of Goods Sold
Cost  of goods sold was $476.1 million or 54.5% of net sales in fiscal year 1997
compared  to  $407.9 million or 57.7% of net sales in fiscal year  1996.   Gross
margins improved by approximately 320 basis points during 1997 over fiscal  year
1996,  primarily attributable to several factors, including but not limited  to:
continued  improvement in margins on lower cost Back-UPSr products  manufactured
in  the  Philippines,  the favorable margin impact of a higher-end  product  mix
resulting from strong growth in Smart-UPSr sales into the server segment of  the
power protection market, and volume production efficiencies, partially offset by
certain price reductions implemented during the fourth quarter.

Cost  of goods sold was $407.9 million or 57.7% of net sales in fiscal year 1996
compared  to  $284.5 million or 55.2% of net sales in fiscal year  1995.   Gross
margins  decreased  by approximately 250 basis points during  1996  compared  to
fiscal  year 1995, primarily attributable to several factors, including but  not
limited to: increased reserves for potential excess inventories in light of  the
product  transition  which  occurred largely during 1995  within  the  Smart-UPS
product family; a shift during 1996 in product sales mix from the high-end
Smart-UPS products to the lower margin Smart-UPS v/s products partially offset
by a favorable margin impact of increasing sales of third  generation Smart-UPS
products;  reduced average selling prices resulting from sales discounting;  and
increased  indirect  manufacturing  costs associated  with  additional  indirect
manufacturing  personnel  and  other  costs incurred  to  support  manufacturing
infrastructure  expansion and a transition toward more specific product  focused
factories.

Total  inventory  reserves at December 31, 1997 were $19.3 million  compared  to
$16.1  million at 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.   Second
generation  Smart-UPS  represented approximately  5%  of  total  inventories  at
December 31, 1997 unchanged from 5% at December 31, 1996.

Operating Expenses
Marketing,  selling,  general, and administrative (SG&A)  expenses  were  $203.5
million or 23.3% of net sales in 1997 compared to $150.4 million or 21.3% of net
sales  in  1996 and $113.9 million or 22.1% of net sales in 1995.  The increases
in  total  spending in 1997 and 1996 were due primarily to increased advertising
and  promotional costs, as well as costs associated with increased  staffing  of
sales,   marketing,   and   other  related  positions  both   domestically   and
internationally.  The decrease in SG&A expenses as a percentage of sales  during
1996  from  1995 was attributable to certain fixed SG&A expenses spread  over  a
higher revenue base in 1996.

The allowance for bad debts was 8.5% of accounts receivable at December 31, 1997
compared to 9.0% at December 31, 1996.  The Company continues to experience very
strong  collection  performance from its accounts  receivable  with  outstanding
balances  over  60  days  outstanding  representing  6.6%  and  9.1%  of   total
receivables  at  December  31,  1997  and  1996,  respectively.   Write-offs  of
uncollectible  accounts  represent less than 1% of net  sales.   A  majority  of
international  customer  balances are covered  by  receivables  insurance.   The

                                       12
<PAGE>
increase   in  bad  debt  reserves  was  primarily  attributable  to   increased
international  sales,  particularly in regions  not  covered  by  the  Company's
receivables insurance (i.e., the former Soviet Union).

R&D  expenditures for 1997, 1996 and 1995 were $22.4 million, $14.8 million, and
$13.2  million,  respectively.  The increased R&D  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.  Although the aggregate dollars of R&D expenses increased from 1995
to  1996  as a result of continued product and process development, the decrease
from 1995 to 1996 as a percentage of sales was attributable to certain fixed R&D
expenses spread over a higher revenue base in 1996.  The Company expects its R&D
expenditures to remain at substantially the same level as a percentage of  sales
for the foreseeable future.

Other Income, Net
Other  income  is  comprised  principally of interest  income,  which  increased
substantially  from  1995 to 1997 due to higher average cash balances  available
for investment during 1996 and 1997.

The  Company's effective income tax rates were 31.5%, 33.5%, and 33.5% in  1997,
1996  and  1995, respectively.  The decrease from 1996 to 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.

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

Liquidity and Financial Resources
Working  capital  at  December 31, 1997 was $426.8 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,
particularly  in  Ireland and the Philippines (see below).  The  Company's  cash
position  increased  76.3% to $270.1 million at December 31,  1997  from  $153.2
million  at  December 31, 1996, due primarily to the Company's strong  operating
results.

Inventories  decreased substantially during 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.  Inventory turnover was 4.1 turns for 1997, 2.9 turns  for  1996,
and  2.4  turns for 1995. Accordingly, inventory levels declined as a percentage
of sales from 104% in the fourth quarter of 1995 to 62% in the fourth quarter of
1996 and 41% in the fourth quarter of 1997.

At  December  31,  1997,  the  Company had  $50  million  available  for  future
borrowings  under  an unsecured line of credit agreement at a floating  interest
rate  equal  to  the bank's cost of funds rate plus .625% and an additional  $15
million  under  an unsecured line of credit agreement with a second  bank  at  a
similar interest rate.  No borrowings were outstanding under these facilities at
December  31,  1997.   Additionally, the Company has  no  significant  financial
commitments  outstanding  other than those required  in  the  normal  course  of
business.

During 1997 and 1996, the Company's capital expenditures, net of capital grants,
amounted  to  approximately  $37.2  million  and  $25.0  million,  respectively,
consisting  primarily of manufacturing equipment, building improvements,  office
equipment, and purchased software applications.  The nature and level of capital
spending  was  made to improve manufacturing capabilities, establish  additional
manufacturing  capabilities  in the Philippines  and  Ireland,  to  support  the
increased  selling,  marketing, and administrative efforts necessitated  by  the
Company's  significant  growth  and  to improve  the  Company's  enterprise-wide
software  applications.  Net capital expenditures were financed  from  available
operating cash.  The Company had no material capital commitments at December 31,
1997.  Capital expenditures in 1998 are estimated to be $15 to $20 million above
the  level  of  capital spending incurred in 1997, primarily to support  planned
capacity expansions.

                                       13
<PAGE>
In July 1997, the Company established a second Ireland manufacturing location in
Castlebar.  The Company purchased and improved a 70,000 square foot facility  at
which  the  Company began manufacturing certain Matrix-UPST products during  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 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 five years from the date of the last claim made by the
Company  for grant monies.  No capital grant claims were submitted during  1997.
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.  No training grant claims were submitted during
1997.

In  1994, the Company established its Ireland operations in Galway, through  its
subsidiary, American Power Conversion Corporation (A.P.C.) B.V.  The facility is
providing   manufacturing  and  technical  support  to  service  the   Company's
international customers.  The Company executed an agreement with the  IDA  under
which  the Company will receive grant monies equal to 40% of the costs  incurred
for machinery, equipment and building improvements for the Galway facility.  The
maximum  amount  attainable under the agreement is approximately $13.1  million.
The grant monies would be repayable, in whole or in part, should (a) the Company
fail to meet certain employment goals established under the agreement which  are
to  be  achieved over a five year implementation period and/or (b)  the  Company
discontinues  operations in Ireland prior to the termination of  the  agreement.
The agreement terminates eight years from the date of the last claim made by the
Company  for grant monies.  The total cumulative amount of capital grant  claims
submitted  through December 31, 1997 was approximately $9.5 million.  The  total
cumulative amount of capital grants received through December 31, 1997  amounted
to  approximately $8.6 million.  Under a separate agreement with  the  IDA,  the
Company   receives  up  to  $3,000  per  new  employee  hired  for  the   direct
reimbursement  of training costs. The total cumulative amount of training  grant
claims submitted through December 31, 1997 was approximately $1.8 million.   The
total  cumulative amount of training grants received through December  31,  1997
amounted to approximately $1.3 million.

During   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 67,000 square foot location in the  Philippines  for
approximately  $3.0 million.  The Company began manufacturing selected  products
at  this  facility during the third quarter of 1997.  The Philippines facilities
currently  manufacture certain Back-UPSr and Smart-UPSr  products  sold  in  the
Company's domestic and international markets.

The Company continues to investigate potential sites for manufacturing expansion
in  international locations.  The Company currently plans to establish locations
in China during the first half of 1998 and India during the second half of 1998.

Management  believes  that current internal cash flows together  with  available
cash,  available credit facilities or, if needed, the proceeds from the sale  of
additional  equity, will be sufficient to support anticipated  capital  spending
and other working capital requirements for the foreseeable future.

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

                                       14
<PAGE>
Foreign Currency Activity
The  Company invoices its customers in Germany, Great Britain, France, and Japan
in their respective local currencies.  Realized and unrealized transaction gains
or  losses are included in the results of operations and are measured based upon
the  effect  of  changes in exchange rates on the actual or expected  amount  of
functional currency cash flows.  Transaction gains and losses were not  material
to the results of operations in 1997, 1996 and 1995.

At   December  31,  1997,  the  Company's  unhedged  foreign  currency  accounts
receivable, by currency, were as follows:
<TABLE>
<CAPTION>
         In thousands               Foreign Currency          US Dollars
         <S>                            <C>                       <C>
         German Marks                    13,495                   $7,539
         British Pounds                   3,576                    5,950
         French Francs                   30,775                    5,146
         Japanese Yen                   735,528                    5,702
</TABLE>
Total  gross  accounts receivable at December 31, 1997 was $143.3 million.   The
Company   also   had   non-trade  receivables  of  0.9  million   Irish   Pounds
(approximately  US$1.3 million), as well as Irish Pound denominated  liabilities
of   7.0  million  (approximately  US$10.0  million).   The  Company  also   had
liabilities  denominated in various European currencies of  US$1.3  million,  as
well as Yen denominated liabilities of approximately US$2.4 million.

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   derivative
arrangements.

Recently Issued Accounting Standard
The  Financial Accounting Standards Board recently issued Statement of Financial
Accounting  Standards No. 131, Disclosures about Segments of an  Enterprise  and
Related Information, which 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.

Year 2000 Issue
Many  computer  systems were not designed to handle any dates  beyond  the  year
1999,  and  therefore, many companies will be required to modify their  computer
hardware and software prior to the year 2000 in order to remain functional.  All
of  the  Company's  hardware products and accessories are year  2000  compliant,
i.e.,  critical  dates  are calculated and displayed accurately,  and  scheduled
events  such as shutdowns, self-tests, and run-time calibrations, are unaffected
by  the  century  change.   Additionally, the Company has  tested  its  software
products  and  determined  that  these  products  are  substantially  year  2000
compliant,  and the Company intends to address any remaining issues  before  the
arrival  of year 2000.  However, there can be no assurance that other companies'
hardware  and software products will be converted on a timely basis or that  any
such  failure to convert by another company would not have an adverse effect  on
the  Company's  products.   The Company currently does not  anticipate  material
expenditures to remedy any year 2000 issues with its products and services.

Many  enterprises, including the Company's present and potential customers, will
be  devoting  a  substantial portion of their information  systems  spending  to
resolving the year 2000 issue, which may result in spending being diverted  from
applications  such  as  the  Company's  products,  over  the  next  two   years.
Additionally,  the  Company utilizes third party computer and telecommunications
software  and  equipment to distribute its products as well as to operate  other
aspects  of its business, and there can be no assurances that such software  and
equipment  is  year 2000 compliant.  The Company is reviewing such software  and
equipment.   Although  the Company is not yet able to estimate  its  incremental
cost  for year 2000 issues, based on its preliminary review to date, the Company
does  not  believe year 2000 issues will have a material adverse effect  on  the
Company's  business, operating results, and financial condition.   Although  the
Company  is taking measures to address the impact, if any, of year 2000  issues,

                                      15
<PAGE>
failure  of any critical software or equipment to operate properly in  the  year
2000  may  have a material adverse effect upon the Company's business, operating
results,  and financial condition, or require the Company to incur unanticipated
material expenses to remedy any year 2000 issue.

Risk Factors That May Affect Future Results
This  document may include forward-looking statements.  Any statements contained
herein  that  do  not describe historical facts are forward-looking  statements.
The  Company makes such forward-looking statements under the provisions  of  the
"safe  harbor" section of the Private Securities Litigation Reform Act of  1995.
The   forward-looking  statements  contained  herein  are   based   on   current
expectations,  but  are  subject to a number of risks  and  uncertainties.   The
factors  that could cause actual results to differ materially from such forward-
looking statements include:  the general economic conditions and growth rates in
the power protection industry and related industries; pricing pressures; changes
in  product mix; changes in the seasonality of demand patterns; inventory  risks
due  to  shifts in market demand; component constraints and shortages; expansion
of  manufacturing  capacity; risks of nonpayment of accounts  receivable;  risks
associated with the year 2000 issue; and the risk factors set forth below.

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

Management of Growth
The  Company has experienced, and is currently experiencing, a period  of  rapid
growth  which has placed, and could continue to place, a significant  strain  on
the  resources of the Company.  In order to support the growth of its  business,
the  Company plans to significantly expand its level of operations during  1998.
If  the  Company's  management  is  unable to  manage  growth  effectively,  the
Company's operating results could be adversely affected.

Competition
The  Company believes that it is one of five global companies providing  a  full
range of UPS products and services worldwide in the 0 to 20 kVA UPS market.  The
UPS  industry, however, is highly competitive on both a worldwide  basis  and  a
regional geographic basis.   The Company competes, and will continue to compete,
with  several  U.S. and foreign firms with respect to UPS products,  both  on  a
worldwide  basis and in various geographical regions, and within individual  UPS
product and application niches.  The Company expects competition to increase  in
the  future from existing competitors and a number of companies which may  enter
the Company's existing or future markets.  Increased competition could adversely
affect the Company's revenue and profitability through price reductions and loss
of  market  share.  The principal competitive factors in the  UPS  industry  are
product  performance and quality, marketing and access to distribution channels,
customer services, product design and price.  Some of the Company's current  and
potential competitors have substantially greater financial, technical, sales and
marketing  resources  than  the Company.  There can be  no  assurance  that  the
Company  will  be  able to continue to compete successfully  with  its  existing
competitors or will be able to compete successfully with new competitors.

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

                                       16
<PAGE>
internally  or by current or potential customers, defects will not be  found  in
products,  resulting in loss or delay in market acceptance, which could  have  a
material  adverse  effect  upon the Company's business,  operating  results  and
financial condition.

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

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

International sales (sales to customers outside the United States,  both  direct
and  indirect)  accounted  for approximately 43.3%,  43.2%,  and  39.7%  of  the
Company's  net  sales  in  1997,  1996  and  1995,  respectively.   The  Company
anticipates  that international sales will continue to account for a significant
portion  of  revenue.   The  Company invoices its customers  in  Germany,  Great
Britain,  France, and Japan in their respective local currencies.  To date,  the
Company does not utilize any rate protection agreements or derivative agreements
to hedge any foreign exchange exposure.  Accordingly, the Company may be exposed
to  exchange losses based upon currency exchange rate fluctuations, which losses
could have a materially adverse effect on the Company's operating results.

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

Uncertainties Regarding Patents and Protection of Proprietary Technology
The  Company's success will depend, to a large extent, on its ability to protect
its  proprietary technology.  The Company relies on a combination of contractual
rights,  trade  secrets  and  copyrights  to  protect  its  proprietary  rights.
Although  the  Company  may apply for patents in the future,  there  can  be  no
assurance that the Company's intellectual property protection will be sufficient
to  prevent  competitors from developing similar technology.  Moreover,  in  the
absence  of patent protection, the Company's business may be adversely  affected
by  competitors  that independently develop functionally equivalent  technology.
The  Company attempts to ensure that its products and processes do not  infringe
patents  and other proprietary rights, but there can be no assurance  that  such
infringement may not be alleged by third parties in the future.  If infringement
is  alleged,  there  can be no assurance that the necessary  licenses  would  be
available  on acceptable terms, if at all, or that the Company would prevail  in
any such challenge.

                                       17
<PAGE>
Integration of Acquired Businesses
The Company consummated its acquisition of Systems Enhancement in February 1997.
Systems  Enhancement  currently  operates as a wholly-owned  subsidiary  of  the
Company.   The Company has limited experience in integrating acquired  companies
or  technologies into its operations.  The Company may from time to time  pursue
the acquisition of other companies, assets, products or technologies.  There can
be   no  assurance  that  products,  technologies,  distribution  channels,  key
personnel  and businesses of acquired companies will be successfully  integrated
into  the Company's business or product offerings, or that such integration will
not  adversely  affect the Company's business, operating results, and  financial
condition.   There  can  be  no assurance that any acquired  companies,  assets,
products or technologies will contribute significantly to the Company's sales or
earnings,  or that the sales and earnings from acquired businesses will  not  be
adversely affected by the integration process or other factors.  If the  Company
is not successful in the integration of such acquired businesses, there could be
an  adverse  impact on the financial results of the Company.  There  can  be  no
assurance  that the Company will continue to be able to identify and  consummate
suitable acquisition transactions in the future.

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

Tax Rate
The Company's tax rate is heavily dependent upon the proportion of earnings that
are  derived from its Ireland and Philippines manufacturing operations  and  its
ability  to  reinvest those earnings permanently outside the United States.   If
the earnings of these operations as a percentage of the Company's total earnings
were to decline significantly from anticipated levels, or should its ability  to
reinvest  these  earnings  be reduced, the Company's effective  tax  rate  would
exceed the currently estimated rate for 1998.  In addition, should the Company's
intercompany  transfer  pricing  with  respect  to  its  Ireland  or  Philippine
manufacturing  operations  require  significant  adjustment  due  to  audits  or
regulatory changes, the Company's overall effective tax rate could increase.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
Not applicable.

                                       18
<PAGE>
ITEM 8.  Financial Statements and Supplementary Data

AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 1997 and 1996
In thousands

ASSETS
<TABLE>
<CAPTION>
                                                               1997               1996
<S>                                                        <C>                <C>   
Current assets:                                                                           
Cash and cash equivalents                                  $270,134           $153,234
Accounts receivable, less allowance for doubtful                                          
 accounts of $12,230 in 1997 and $10,789 in 1996 (Note 2)   131,115            108,544
Inventories (Note 3)                                        104,171            130,443
Prepaid expenses and other current assets                    13,305             11,610
Deferred income taxes (Note 5)                               21,571             20,284
                                                                                          
     Total current assets                                   540,296            424,115
                                                                                          
Property, plant, and equipment:                                                           
Land, buildings, and improvements                            31,143             18,710
Machinery and equipment                                      80,091             64,986
Office equipment, furniture, and fixtures                    31,431             23,299
Purchased software                                            9,584              7,357
                                                                                          
                                                            152,249            114,352
                                                                                          
Less accumulated depreciation and amortization               52,631             35,655
                                                                                          
     Net property, plant, and equipment                      99,618             78,697
                                                                                          
Other assets                                                  1,376              1,190
                                                                                          
     Total assets                                          $641,290           $504,002
</TABLE>
See accompanying notes to consolidated financial statements.

                                     19
<PAGE>
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 1997 and 1996
In thousands

LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                               1997               1996
<S>                                                         <C>                <C>   
Current liabilities:                                                                       
Accounts payable                                            $37,068            $41,587
Accrued expenses                                             16,334             12,576
Accrued compensation                                         16,476             12,217
Accrued sales and marketing programs                         15,965             16,360
Accrued retirement contributions                              7,446              6,290
Income taxes payable                                         20,241             17,294
                                                                                      
     Total current liabilities                              113,530            106,324
                                                                                      
Deferred tax liability (Note 5)                               6,006              5,780
                                                                                      
     Total liabilities                                      119,536            112,104
                                                                                          
Shareholders' equity (Notes 6 and 7):                                                     
Common stock, $.01 par value;                                                             
  authorized 200,000 shares in 1997 and 1996;                                             
  issued 95,383 in 1997 and 94,417 in 1996                      954                944
Additional paid-in capital                                   55,626             48,374
Retained earnings                                           466,725            344,131
Treasury stock, 125 shares, at cost                          (1,551)            (1,551)
                                                                                          
                                                                                          
     Total shareholders' equity                             521,754            391,898
                                                                                          
COMMITMENTS AND CONTINGENCIES                                                             
  (Notes 9, 11 and 12)                                                                                           
OTHER INFORMATION (Notes 4 and 10)                                                         
                                                                                           
     Total liabilities and shareholders' equity            $641,290           $504,002
</TABLE>
See accompanying notes to consolidated financial statements.

                                       20
<PAGE>
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31, 1997, 1996 and 1995
In thousands except per share amounts
<TABLE>
<CAPTION>
                                                           1997            1996            1995
<S>                                                    <C>             <C>             <C>                  
Net sales (Note 8)                                     $873,388        $706,877        $515,262
Cost of goods sold                                      476,060         407,902         284,500
                                                                                               
Gross profit                                            397,328         298,975         230,762
                                                                                               
Costs and expenses:                                                                            
Selling, general, and administrative expenses           203,469         150,401         113,864
Research and development                                 22,421          14,784          13,193
                                                                                               
                                                        225,890         165,185         127,057
                                                                                               
Operating income                                        171,438         133,790         103,705
                                                                                               
Other income, net                                         6,354           5,189             860
                                                                                               
Earnings before income taxes                            177,792         138,979         104,565
                                                                                               
Income taxes (Note 5)                                    56,004          46,558          35,029
                                                                                               
Net income                                             $121,788         $92,421         $69,536
                                                                                               
Basic earnings per share (Note 1)                         $1.28            $.98            $.75
Basic weighted average shares outstanding                94,993          93,872          92,939
                                                                                               
Diluted earnings per share (Note 1)                       $1.27            $.98            $.74
Diluted weighted average shares outstanding              96,121          94,347          93,867
</TABLE>
See accompanying notes to consolidated financial statements.

                                       21
<PAGE>
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Years ended December 31, 1997, 1996 and 1995
In thousands
<TABLE>
<CAPTION>
                                   $.01 Par,  Additional  Unrealized            Treasury        
                                    Common      Paid-in    Holding   Retained    Stock,         
                                     Stock      Capital    Losses    Earnings   at Cost     Total
<S>                                     <C>    <C>         <C>        <C>          <C>     <C>        
Balances at                                                                                         
  December 31, 1994                     $925   $29,326     ($497)     $182,174     $-      $211,928
Exercises of stock options                 5     1,999                                        2,004
Tax effect of exercises of                                                                          
  stock options                                    300                                          300
Shares issued to Employee                                                                            
  Stock Ownership Plan                     3     5,498                                        5,501
Changes in unrealized                                                                               
  holding losses                                             497                                497
Net income                                                              69,536               69,536
Balances at                                                                                         
  December 31, 1995                      933    37,123         -       251,710      -       289,766
Exercises of stock options                 6     2,900                                        2,906
Tax effect of exercises of                                                                          
  stock options                                  1,430                                        1,430
Shares issued to Employee                                                                           
  Stock Ownership Plan                     5     6,921                                        6,926
Purchases of common stock                                                       (1,551)      (1,551)
Net income                                                              92,421               92,421
Balances at                                                                                         
  December 31, 1996                                                                             
  as previously reported                 944    48,374         -       344,131  (1,551)     391,898
Adjustment for immaterial                                                                           
  pooling-of-interests                     5                               806                  811
Balances at                                                                                         
  December 31, 1996                                                                             
  as adjusted                            949    48,374         -       344,937  (1,551)     392,709
Exercises of stock options                 4     3,228                                        3,232
Tax effect of exercises of                                                                          
  stock options                                    765                                          765
Shares issued to Employee                                                                           
  Stock Ownership Plan                     1     3,259                                        3,260
Net income                                                             121,788              121,788
Balances at                                                                                         
  December 31, 1997                     $954   $55,626        $-      $466,725 ($1,551)    $521,754
</TABLE>
See accompanying notes to consolidated financial statements.

                                       22
<PAGE>
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 1997, 1996 and 1995
In thousands
<TABLE>
<CAPTION>
                                                    1997            1996            1995
<S>                                             <C>              <C>             <C> 
Cash flows from operating activities                                                           
Net income                                      $121,788         $92,421         $69,536
Adjustments to reconcile net income to net cash                                                
  provided by operating activities:                                                            
Depreciation and amortization                     17,716          13,511          10,102
Provision for doubtful accounts                    4,834           4,291           4,627
Deferred income taxes                             (1,061)         (8,080)         (3,696)
Changes in operating assets and liabilities:                                                   
  Increase in accounts receivable                (26,821)        (41,636)        (15,287)
  Decrease (increase) in inventories              26,631          17,098         (55,126)
  Increase in prepaid expenses and other
    current assets                                (2,372)         (2,332)           (358)
  Decrease (increase) in other assets                644            (186)           (161)
  Increase (decrease) in accounts payable         (4,999)         15,180          (7,151)
  Increase in accrued expenses                     2,721           6,785           2,857
  Increase in accrued compensation                 4,256           5,745             257
  Increase (decrease) in accrued sales and                                                     
    marketing programs                              (395)          9,580           2,841
  Increase in accrued retirement contributions     1,143           1,612           1,070
  Increase in income taxes payable                 3,425          16,929           3,897
Net cash provided by operating activities        147,510         130,918          13,408
                                                                                               
Cash flows from investing activities                                                           
Capital expenditures, net of capital grants      (37,208)        (25,005)        (23,994)
Cash acquired in acquisition                         101               -               -
Proceeds from sale of equipment                        -               -             143
Purchases of short-term investments                    -               -            (803)
Sales and maturities of short-term investments,                                                
  net of gain and losses                               -               -          13,708
Net cash used in investing activities            (37,107)        (25,005)        (10,946)
                                                                                               
Cash flows from financing activities                                                           
Proceeds from issuances of common stock            6,497           9,832           7,505
Purchases of common stock                              -          (1,551)              -
Net cash provided by financing activities          6,497           8,281           7,505
                                                                                               
Net increase in cash and cash equivalents        116,900         114,194           9,967
Cash and cash equivalents at beginning of year   153,234          39,040          29,073
Cash and cash equivalents at end of year        $270,134        $153,234         $39,040

Supplemental disclosures of cash flow information                                              
Cash paid during the year for:                                                                 
Interest                                              $-              $-            $317
Income taxes (net of tax refunds)                $48,563         $37,219         $34,828
</TABLE>
NON-CASH TRANSACTIONS: In 1997, 1996 and 1995, the tax effect of the exercise of
stock options resulted in increases to additional paid-in capital and reductions
to  income  taxes payable of $765, $1,430, and $300, respectively.  During  1995
unrealized  holding  gains on short-term investments resulted  in  increases  to
shareholders' equity and to short-term investments of $497.

See accompanying notes to consolidated financial statements.

                                       23
<PAGE>
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 1997, 1996 and 1995


1.   Summary of Significant Accounting Policies

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

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

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  immaterial  to  the
Company's  consolidated  results  of operations  and  financial  condition  and,
therefore, comparative prior period results have not been restated.

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

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

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

Research and Development
Expenditures for R&D are expensed in the year incurred.

Warranties
The  Company  presently offers a limited two-year warranty.  The  provision  for
potential liabilities resulting from warranty claims is provided at the time  of
sale.   The  provision  is  computed  based upon  historical  data  and  current
estimates.  The Company also offers its customers the opportunity to extend  the
basic  warranty  period  an  additional three years under  a  separately  priced
program.    Recognition  of the revenue associated with  the  extended  warranty
program  commences on the date the extended warranty becomes  effective  and  is
recognized  on  a  straight-line basis over the extended  warranty  period.   In
addition,  the Company has an Equipment Protection Policy which provides  up  to
$25,000  for repair or replacement of a customers' hardware should  a  surge  or
lightning  strike pass through a Company unit.  The policy applies to all  units
manufactured  after  January  1,  1992.  Other  restrictions  also  apply.   The
Company's  ProtectNetr  line  of data line surge suppressors  feature  a  unique
"Double-Up"  Supplemental Equipment Protection Policy,  under  which  the  total
recoverable  limit  under the  Equipment Protection Policy  is  doubled,  up  to

                                        24
<PAGE>
$50,000 (U.S. and Canada only).  The Company has experienced satisfactory  field
operating  results,  and  warranty  costs  incurred  to  date  have  not  had  a
significant impact on the Company's results of operations.

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

Deferred  income taxes have not been provided for the undistributed earnings  of
the  Company's foreign subsidiaries which aggregated approximately $125  million
at  December  31,  1997.  The Company plans to reinvest all  such  earnings  for
future  expansion.  If such earnings were distributed, taxes would be  increased
by approximately $29 million.

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

Short-term Investments
Short-term investments (consisting primarily of government and government agency
debt securities with fixed rates of interest) are carried at fair value and have
original   maturities  greater  than  three  months.   The  cost  of  short-term
investments  sold is determined using the specific identification  method.   The
Company had no short-term investments at December 31, 1997 and 1996.

Earnings per Share
The  Company  has  adopted SFAS No. 128, Earnings per Share,  which  establishes
standards for computing and presenting earnings per share, simplifying  previous
standards  and  making  them  comparable to  international  earnings  per  share
standards.

Basic  earnings  per share is computed by dividing net income  by  the  weighted
average  number of common shares outstanding during the period. Diluted earnings
per  share is computed by dividing net income by the weighted average number  of
common  shares  and  dilutive  potential common shares  outstanding  during  the
period.  Under the treasury stock method, the unexercised options are assumed to
be  exercised  at  the beginning of the period or at issuance,  if  later.   The
assumed  proceeds are then used to purchase common shares at the average  market
price  during  the  period.   Dilutive potential common  shares  outstanding  at
December  31,  1997, 1996 and 1995 were approximately 1.1 million, 0.5  million,
and 0.9 million, respectively.

Potential  common shares for which inclusion would have the effect of increasing
diluted   earnings  per  share  (i.e.,  antidilutive)  are  excluded  from   the
computation.   Antidilutive potential common shares outstanding at December  31,
1997, 1996 and 1995 were approximately 83,000, 68,000, and 89,000, respectively.

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

Advertising Costs
Advertising costs are reported in selling, general, and administrative  expenses
in  the  accompanying  consolidated statements of income and  include  costs  of
advertising, advertising production, trade shows, and other activities  designed
to  enhance  demand for the Company's products.  Advertising  costs  were  $59.9
million in 1997, $36.3 million in 1996, and $23.1 million in 1995.  There are no
capitalized advertising costs in the accompanying consolidated balance sheets.

                                       25
<PAGE>
Use of Estimates
The  preparation  of financial statements in conformity with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets and  liabilities  and  disclosure  of
contingent  assets and liabilities at the date of the financial  statements  and
the  reported  amounts  of revenues and expenses during  the  reporting  period.
Actual results may differ from those estimates.

2.   Accounts Receivable

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

3.   Inventories

Inventories consist of the following:
<TABLE>
<CAPTION>
In thousands                                    1997                1996
<S>                                         <C>                 <C>
Raw materials                               $ 61,430            $ 68,657
Work in process                                3,731              13,344
Finished goods                                39,010              48,442
                                            $104,171            $130,443
</TABLE>
4.   Revolving Credit Agreements

At  December  31,  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
December 31, 1997.

5.   Income Taxes

Total  federal,  state and foreign income tax expense (benefit) from  continuing
operations for the years ended December 31, 1997, 1996 and 1995 consists of  the
following:
<TABLE>
<CAPTION>
 In thousands                   Current         Deferred          Total
 <S>                            <C>              <C>            <C>
 1997:                                                              
 Federal                        $41,090          ($1,028)       $40,062
 State                            7,031             (193)         6,838
 Foreign                          8,944              160          9,104
                                $57,065          ($1,061)       $56,004
 1996:                                                                   
 Federal                        $38,279          ($6,759)       $31,520
 State                            7,100           (1,100)         6,000
 Foreign                          9,259             (221)         9,038
                                $54,638          ($8,080)       $46,558
 1995:                                                                  
 Federal                        $33,122          ($2,993)       $30,129
 State                            4,300             (500)         3,800
 Foreign                          1,303             (203)         1,100
                                $38,725          ($3,696)       $35,029
</TABLE>
                                       26
<PAGE>
Income  tax  expense  attributable to continuing operations  amounted  to  $56.0
million  in  1997, $46.6 million in 1996, and $35.0 million in 1995,  (effective
rates  of 31.5%, 33.5%, and 33.5%, respectively).  The actual expense for  1997,
1996 and 1995 differs from the "expected" tax expense (computed by applying  the
statutory  U.S.  federal  corporate tax rate of 35% to  earnings  before  income
taxes) as follows:
<TABLE>
<CAPTION>
 In thousands                                               1997             1996             1995
 <S>                                                     <C>              <C>              <C>
 Computed "expected" tax expense                         $62,227          $48,643          $36,598
 State income taxes, net of federal income tax benefit     4,445            3,900            2,470
 Foreign earnings taxed at rates lower than U.S.                                                  
   statutory rate (principally Ireland)                  (10,727)          (4,520)          (2,880)
 Foreign sales corporation                                (1,603)          (1,475)          (1,332)
 Research and development credit                               -                -              (38)
 Other                                                     1,662               10              211
                                                         $56,004          $46,558          $35,029
</TABLE>
The  domestic and foreign components of earnings before income taxes were $121.0
million  and  $56.8  million, respectively, for 1997, $94.8  million  and  $44.2
million,   respectively,  for  1996,  and  $70.5  million  and  $34.0   million,
respectively,  for 1995.  Total income tax expense for the years ended  December
31, 1997, 1996 and 1995 was allocated as follows:
<TABLE>
<CAPTION>
 In thousands                                               1997             1996             1995
 <S>                                                     <C>              <C>              <C>  
 Income from continuing operations                       $56,004          $46,558          $35,029
 Shareholders' equity, for compensation expense                                                         
  for tax purposes in excess of amounts recognized   
  for financial statement purposes                          (765)          (1,430)            (300)
                                                         $55,239          $45,128          $34,729
</TABLE>
At December 31, 1997 and 1996, deferred income tax assets and liabilities result
from temporary differences in the recognition of income and expense for tax  and
financial  reporting purposes.  The sources and tax effects of  these  temporary
differences are presented below:
<TABLE>
<CAPTION>
 In thousands                                                 1997                  1996
 <S>                                                        <C>                   <C>
 Deferred tax liabilities                                                               
 Excess of tax over financial statement depreciation        $5,736                $5,706
 Other                                                         270                    74
 Total deferred tax liabilities                              6,006                 5,780
 Deferred tax assets                                                                 
 Allowance for doubtful accounts                             3,702                 2,806
 Additional costs inventoried for tax purposes                  22                 1,014
 Intercompany inventory profits                              2,983                 2,793
 Allowances for sales and marketing programs                 6,005                 5,343
 Inventory obsolescence reserve                              4,569                 4,875
 Accrual for compensation and compensated absences           1,039                 1,063
 Reserve for warranty costs                                    761                   508
 Deferred revenue                                            1,913                 1,138
 Deferred gain on intercompany sale of equipment               479                   744
 Other                                                          98                     -
 Total gross deferred tax assets                            21,571                20,284
   less valuation allowance                                      -                     -
 Net deferred tax assets                                    21,571                20,284
 Net deferred income taxes                                 $15,565               $14,504
</TABLE>
                                       27
<PAGE>
In  assessing  the  realizability of deferred tax assets, the Company  considers
whether it is more likely than not that some portion or all of the deferred  tax
assets  will  not be realized.  Due to the fact that the Company has  sufficient
taxable income in the federal carryback period and anticipates sufficient future
taxable  income  over the periods which the deferred tax assets are  deductible,
the  ultimate  realization  of deferred tax assets for  federal  and  state  tax
purposes  appears  more likely than not.  The U.S. federal  taxable  income  for
1996,  1995 and 1994 was approximately $98.3 million, $82.8 million,  and  $85.1
million, respectively.

6.   Stock Plans

Stock Option Plans

At  December  31,  1997,  the Company had four stock  option  plans,  which  are
described below.  Statement of Financial Accounting Standards ("SFAS") No.  123,
Accounting for Stock-Based Compensation, requires companies to either (a) record
an  expense related to its stock option plans based on the estimated fair  value
of  stock  options  as of the date of the grant or (b) disclose  pro  forma  net
income  and  earnings per share data as if the company had recorded an  expense,
beginning with options granted in 1995.  The Company has elected to continue  to
apply  APB Opinion 25 and related Interpretations in accounting for these  plans
and  to  comply with the SFAS No. 123 disclosure requirements.  Accordingly,  no
compensation  cost  has  been  recognized for its  stock  option  plans  in  the
accompanying consolidated financial statements.  Had compensation cost for  such
plans  been  determined based on the fair value at the grant  dates  for  awards
under these plans consistent with the method of SFAS No. 123, the Company's  net
income  and earnings per share would have been reduced to the pro forma  amounts
indicated below:
<TABLE>
<CAPTION>
 In thousands except per share amounts                       1997         1996         1995
 <S>                                     <C>             <C>          <C>          <C>
 Net income                              As reported     $121,788     $ 92,421     $ 69,536
                                         Pro forma        116,370       91,228       68,908
                                                                                 
 Basic earnings per share                As reported        $1.28         $.98         $.75
                                         Pro forma           1.23          .97          .75
                                                                                           
 Diluted earnings per share              As reported        $1.27         $.98         $.74
                                         Pro forma           1.22          .97          .74
</TABLE>
The pro forma effect on net income for 1997, 1996 and 1995 is not representative
of  the pro forma effect on net income in future years because it does not  take
into  consideration pro forma compensation expense related to grants made  prior
to  1995.  The weighted average fair value of options granted during 1997,  1996
and  1995 was $11.19, $5.13, and $4.95, respectively.  The Company estimates the
fair  value  of  each  option as of the date of grant  using  the  Black-Scholes
pricing model with the following weighted average assumptions used for grants in
1997, 1996 and 1995:
<TABLE>
<CAPTION>
                                                        1997            1996            1995
 <S>                                                  <C>             <C>             <C>
 Expected volatility                                    57%             56%             54%
 Dividend yield                                          -               -               -
 Risk-free interest rate                                6.3%            6.6%            5.7%
 Expected life                                        5 years         5 years         4 years
</TABLE>
On  April  21,  1997, the Company's shareholders approved the 1997 Stock  Option
Plan and on June 19, 1987 approved the 1987 Stock Option Plan (collectively  the
"Plans").  The 1997 and 1987 Stock Option Plans authorized the grant of  options
for  up  to 6.0 million shares and 10.8 million shares, respectively, of  common
stock.   Options  granted  under the Plans are either (a)  options  intended  to
constitute incentive stock options ("ISOs") under the Internal Revenue  Code  of
1986 (the "Code") or (b) non-qualified options.  Incentive stock options may  be
granted  under the Plans to employees or officers of the Company.  Non-qualified
options  may  be  granted to consultants, directors (whether  or  not  they  are
employees), employees or officers of the Company.

                                      28
<PAGE>
ISOs  granted under the Plans may not be granted at a price less than  the  fair
market  value of the common stock on the date of grant (or 110% of  fair  market
value  in  the case of employees or officers holding 10% or more of  the  voting
stock  of  the Company).  The aggregate fair market value of shares,  for  which
ISOs granted to any employee are exercisable for the first time by such employee
during  any calendar year (under all stock option plans of the Company  and  any
related  corporation), may not exceed $100,000.  Non-qualified  options  granted
under  the  Plan may not be granted at a price less than the lesser of  (a)  the
book  value  per share of common stock as of the end of the fiscal year  of  the
Company  immediately preceding the date of such grant, or (b) 50%  of  the  fair
market value of the common stock on the date of grant.

Options granted under the Plans before December 1, 1995 vested 25% at the end of
the  first  year  and  12.5%  at the end of each six  month  period  thereafter.
Options granted after December 1, 1995 and before February 14, 1997 vest 20%  at
the  end of the second year and 20% at the end of each year thereafter.  Options
granted after February 14, 1997 vest 25% at the end of the first year and  12.5%
at the end of each six month period thereafter.

On  April  21,  1997, the Company's shareholders approved the 1997  Non-employee
Director  Stock  Option Plan and on May 20, 1993 approved the 1993  Non-employee
Director Stock Option Plan (collectively the "Director Plans").  Options granted
under  these  plans are non-qualified stock options and may be granted  to  each
person  who was a member of the Company's Board of Directors on April  21,  1997
and  February 25, 1993, respectively, and who was not an employee or officer  of
the  Company.  The 1997 and 1993 Director Plans authorized the grant of  options
for  up to 200,000 shares and 40,000 shares of common stock, respectively.   Two
directors were entitled to participate in the Director Plans with each receiving
a  grant of options as of April 21, 1997 for 10,000 shares at an exercise  price
of $21.75 per share and as of February 25, 1993 for 20,000 shares at an exercise
price of $12 per share (i.e., the market price on the dates of grant).

Options  granted under the 1997 Director Plan vest 25% at the end of the  second
year and 9.375% at the end of each six month period thereafter.  Options granted
under  the  1993 Director Plan vested 25% at the end of the first year  and  25%
annually thereafter.

Options granted under all stock option plans before January 1, 1993 will  expire
not  more  than  five years from the date of grant.  Options granted  under  all
stock  option  plans after January 1, 1993 will expire not more than  ten  years
from  the  date of grant (five years in the case of ISOs granted to ten  percent
shareholders).   The outstanding options expire at various dates  through  2007.
Options   granted  terminate  within  a  specified  period  of  time   following
termination of an optionee's employment or position as a director or  consultant
with the Company.

A  summary of the status of the Company's stock option plans as of December  31,
1997,  1996  and  1995, and changes during the years ending on  those  dates  is
presented below:
<TABLE>
<CAPTION>
Shares in thousands          1997                     1996                     1995           
                                 Weighted                  Weighted                Weighted
                                 Average                   Average                 Average
                                 Exercise                  Exercise                Exercise
                     Shares      Price      Shares         Price      Shares       Price
<S>                  <C>        <C>          <C>          <C>         <C>         <C>       
Outstanding at                                                                      
 beginning of year   1,609      $10.04       1,947        $ 8.59      2,258       $10.70
Granted              1,939       18.78         461          9.68      1,114        10.75
Exercised             (348)       9.29        (576)         5.05       (484)        4.14
Terminated            (191)      12.03        (223)         9.17       (941)       18.57
Outstanding                                                                         
  at end of year     3,009       15.62       1,609         10.04      1,947         8.59
Exercisable                                                                         
  at end of year       397                     556                      919
Shares reserved                                                                     
  at end of year     7,200                   2,837                    3,412
</TABLE>
                                       29
<PAGE>
The  following  table summarizes information about stock options outstanding  at
December 31, 1997:
<TABLE>
<CAPTION>
Shares in thousands                      Options                            Options           
                                       Outstanding                        Exercisable

                                        Weighted                                         
                                         Average       Weighted                      Weighted
                                        Remaining       Average                       Average
      Range of            Shares       Contractual     Exercise        Shares        Exercise
   Exercise Prices      Outstanding   Life (years)       Price       Exercisable       Price
  <S>                      <C>              <C>          <C>             <C>          <C>    
   $6.94 to $10.25           977            8.1          $  9.53         295          $  9.79
  $12.00 to $17.50         1,073            9.0            16.26          79            12.95
  $19.63 to $26.00           893            9.3            20.33          23            21.26
       $31.75                 66            9.9            31.75           -                -
   $6.94 to $31.75         3,009            8.8            15.62         397            11.07
</TABLE>
Stock Purchase Plan

On  April  21,  1997,  the  Company's shareholders approved  an  Employee  Stock
Purchase Plan (the "Plan") to provide substantially all employees an opportunity
to  purchase shares of its common stock through payroll deductions, up to 10% of
eligible compensation.  Semiannually, participant account balances are  used  to
purchase shares of stock at the lesser of 85% of the fair market value of shares
on  the  grant  date  or  the  exercise date.  The aggregate  number  of  shares
purchased  by  an  employee  may not exceed 3,000 shares  annually  (subject  to
limitations imposed by the Internal Revenue Code).  The employee stock  purchase
plan  expires  on February 11, 2007.  A total of 1,000,000 shares are  available
for  purchase under the Plan.  There were no shares issued under the Plan during
1997.

7.   Retirement Benefits

At  December 31, 1997, the Company has noncontributory Employee Stock  Ownership
Plans  (the  "ESOP") covering substantially all employees in North  America  and
Ireland.   Contributions  to  the ESOP are based on  a  percentage  of  eligible
compensation  and  are determined by the Company's Board  of  Directors  at  its
discretion, subject to the limitations established by U.S. and Ireland tax laws.
The  ESOP  holds  4.8  million  shares of common stock  at  December  31,  1997.
Substantially  all  contributed  shares  have  been  allocated  to   participant
accounts.   The value of contributed shares to the ESOP in 1997, 1996  and  1995
amounted  to  approximately  $3.3  million,  $6.9  million,  and  $5.5  million,
respectively.

On  May  1, 1997, the Company established an employee savings plan (the "Savings
Plan")  that qualifies as a deferred salary arrangement under Section 401(k)  of
the  Internal Revenue Code of 1986, as amended, covering substantially all North
American employees.  The Savings Plan allows eligible employees to contribute up
to  15% of their compensation on a pre-tax basis subject to certain limitations.
The Company matches, with Company common stock, 100% of the first 3% of employee
contributions.   Such  matching  Company  contributions  vest  according  to  an
employee's  years  of  service.  The Company's matching  contributions  in  1997
amounted to approximately $0.4 million.

The  retirement  expense for 1997, 1996 and 1995 amounted to approximately  $5.2
million, $8.5 million, and $6.6 million, respectively.

8.   Segment and Geographic Information

The  Company  operates  primarily in one industry  segment  which  includes  the
manufacturing  and  selling  of UPS products primarily  to  wholesalers  in  the
computer  industry.  The Company closely monitors the credit worthiness  of  its
customers,  adjusting  credit policies and limits as deemed  necessary.   Ingram
Micro Corporation accounted for approximately 10% of the Company's net sales  in
1997.   No  single customer comprised 10% or more of the Company's net sales  in
1996 and 1995.

                                       30
<PAGE>
The  Company's primary manufacturing operations outside of the United States are
located  in Ireland, as explained in Note 12, and in the Philippines.   American
Power  Conversion  Europe,  S.A.R.L., American  Power  Conversion  Corporation's
subsidiary located in France, provides sales and technical support to  customers
in  Europe, the Middle East, the former Soviet Union and Africa and its revenues
are  in  the form of commissions from the Ireland operations.  The Company  also
has  an  office in Japan which provides sales and technical support to customers
in  Japan.   These  foreign  operations have been combined  into  one  category.
Intercompany transactions have been eliminated.  Information about the Company's
operations in different geographic locations for 1997, 1997 and 1995 follows:
<TABLE>
<CAPTION>
  In thousands                                              1997              1996             1995
  <S>                                                   <C>               <C>              <C> 
  Revenues from unaffiliated customers:                                                    
  United States                                         $495,108          $401,823         $310,751
  Foreign                                                271,221           190,945          115,093
  Export sales from United States                        107,059           114,109           89,418
                                                        $873,388          $706,877         $515,262
  Operating profit:                                                                                
  United States                                          $97,176           $84,531          $69,848
  Foreign                                                 74,262            49,259           33,857
                                                        $171,438          $133,790         $103,705
  Identifiable assets:                                                                             
  United States                                         $519,989          $338,659         $241,891
  Foreign                                                121,301           165,343          104,697
                                                        $641,290          $504,002         $346,588
  Capital expenditures:                                                                            
  United States                                          $22,263           $17,270          $21,554
  Foreign                                                 14,945             7,735            2,440
                                                         $37,208           $25,005          $23,994
  Depreciation and amortization:                                                                   
  United States                                          $13,429           $10,813           $8,401
  Foreign                                                  4,287             2,698            1,701
                                                         $17,716           $13,511          $10,102
</TABLE>
During 1997, 1996 and 1995, respectively, 49%, 63%, and 38% of export sales from
the  United States were to unaffiliated customers in the Asia Pacific region and
28%,  20%,  and 17% were to unaffiliated customers in Canada, with the remainder
in  South  American,  European, African, and Middle Eastern  countries.   During
1997,  1996  and  1995,  approximately 64%, 76%, and 81%  of  foreign  sales  to
unaffiliated customers were to European, African, and Middle Eastern  customers,
with  the  remainder  in the former Soviet Union and the  Asia  Pacific  region.
During  1997,  1996 and 1995, approximately 72%, 90%, and 90% of  the  Company's
foreign operating profits were located in Europe, with the remainder in the Asia
Pacific  region.  At December 31, 1997, 1996 and 1995, approximately  69%,  84%,
and  90%  of the Company's identifiable assets were located in Europe, with  the
remainder in the Asia Pacific region.

9.   Litigation
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.

In  August  1995,  five  purported class action complaints,  Simon,  et  al.  v.
American  Power  Conversion  Corp., et al., Mason v. American  Power  Conversion
Corp., et al., Lewis, et al. v. American Power Conversion Corp., et al., Lohner,
et  al.  v.  American  Power Conversion Corp., et al.,  and  Friends  of  Chabad

                                       31
<PAGE>
Lubavitch,  Inc. v. American Power Conversion Corp., et al., were filed  in  the
United States District Court for the District of Rhode Island.  On November  21,
1995,  the  plaintiffs  in each of these five purported  federal  class  actions
together  filed a Corrected Consolidated Amended Complaint.  The  plaintiffs  in
this  federal class action claimed to be suing on behalf of a class  of  persons
who  purchased the Company's Common Stock during the period from April 24,  1995
through July 27, 1995.  Certain current or former officers and directors of  the
Company  were  also  named  as  defendants in the  federal  class  action.   The
complaint  in  the  federal class action alleged, among other things,  that  the
defendants violated the federal securities laws through the issuance of material
misrepresentations and omissions.  The Company believes that the allegations  in
the  federal  class  action  are  without merit and  has  defended  the  lawsuit
vigorously.

On February 13, 1996, a derivative complaint captioned Klein, et al. v. Machala,
et  al. was filed in the Massachusetts Superior Court for Suffolk County.   This
state  derivative action, which was brought by the plaintiffs on behalf  of  the
Company  against  certain  of  its  current or former  officers  and  directors,
alleged,  among other things, certain breaches of fiduciary duty.   The  Company
believes  that the allegations in the state derivative action are without  merit
and has defended the lawsuit vigorously.

On  February  26, 1998, the Company announced that it had reached agreements-in-
principle  to  settle  both the federal class action and  the  state  derivative
action.   The  parties to the federal class action and state  derivative  action
have  executed  settlement  agreements which are now awaiting  approval  by  the
United  States  District  Court  for  the  District  of  Rhode  Island  and  the
Massachusetts  Superior  Court  for Suffolk County,  respectively.   The  entire
settlement  amount  is  being  borne by the liability  insurance  carrier  which
insures the Company, its directors and its officers.

The  tentative  settlements  in  each case are  subject  to  certain  conditions
including  court approval.  There can be no assurance that the settlements  will
be  finally approved and that the Company will not have to continue its  defense
of  the  lawsuits.  Should the proposed settlements not be finally approved  for
any reason, the Company intends to defend the lawsuits vigorously.  No provision
for  any liability that may result from these actions has been recognized in the
consolidated financial statements included in Item 8.

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

10.  Fair Value of Financial Instruments

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

11.  Commitments

The   Company   has  several  noncancelable  operating  leases,  primarily   for
warehousing  and  office space, expiring at various dates through  2004.   These
leases  contain renewal options for periods ranging from one to three years  and
require  the  Company  to pay its proportionate share of utilities,  taxes,  and
insurance.   Rent expense under these leases for 1997, 1996 and  1995  was  $2.3
million, $2.5 million, and $1.9 million, respectively.

Future minimum lease payments under these leases are:  1998 - $2.2 million; 1999
-  $1.4 million;  2000 - $1.3 million; 2001 - $1.1 million; 2002 - $0.4 million;
and $0.1 million thereafter.

12.  Contingencies

In July 1997, the Company established a second Ireland manufacturing location in
Castlebar.  The Company purchased and improved a 70,000 square foot facility  at
which  the  Company began manufacturing certain Matrix-UPST products during  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

                                       32
<PAGE>
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 five years from the date of the last claim made by the
Company  for grant monies.  No capital grant claims were submitted during  1997.
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.  No training grant claims were submitted during
1997.

In  1994, the Company established its Ireland operations in Galway, through  its
subsidiary, American Power Conversion Corporation (A.P.C.) B.V.  The facility is
providing  manufacturing and technical support to better service  the  Company's
markets  in  Europe, the Middle East, Africa, and the former Soviet Union.   The
Company  executed an agreement with the IDA under which the Company will receive
grant  monies  equal to 40% of the costs incurred for machinery,  equipment  and
building  improvements for the Galway facility.  The maximum  amount  attainable
under  the agreement is approximately $13.1 million.  The grant monies would  be
repayable,  in  whole or in part, should (a) the Company fail  to  meet  certain
employment goals established under the agreement which are to be achieved over a
five  year  implementation period and/or (b) the Company discontinues operations
in  Ireland prior to the termination of the agreement.  The agreement terminates
eight  years  from  the  date of the last claim made by the  Company  for  grant
monies.   The total cumulative amount of capital grant claims submitted  through
December  31, 1997 was approximately $9.5 million.  The total cumulative  amount
of  capital  grants received through December 31, 1997 amounted to approximately
$8.6 million.  Under a separate agreement with the IDA, the Company receives  up
to $3,000 per new employee hired for the direct reimbursement of training costs.
The  total cumulative amount of training grant claims submitted through December
31,  1997  was  approximately  $1.8 million.  The  total  cumulative  amount  of
training  grants  received through December 31, 1997 amounted  to  approximately
$1.3 million.

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

13.  Quarterly Financial Data (Unaudited)

The following is a summary of quarterly results of operations in thousands
except per share amounts:
<TABLE>
<CAPTION>
                                         Q1               Q2                Q3                Q4
  <S>                              <C>              <C>               <C>               <C>  
  1997:                                                                                
  Net Sales                        $171,989         $203,619          $246,044          $251,736
  Gross Profit                      $76,188          $91,410          $113,573          $116,157
  Net Income                        $20,975          $26,611           $36,773           $37,429
  Basic Earnings Per Share             $.22             $.28              $.39              $.39
  Basic Weighted Average                                                                        
    Shares Outstanding               94,542           95,049            95,154            95,226
  Diluted Earnings Per Share           $.22             $.28              $.38              $.39
  Diluted Weighted Average                                                                      
    Shares Outstanding               95,551           96,076            96,495            96,588
                                                                                       
  1996:                                                                                
  Net Sales                        $141,626         $161,437          $193,755          $210,059
  Gross Profit                      $58,185          $67,338           $81,984           $91,468
  Net Income                        $15,213          $19,105           $27,901           $30,202
  Basic Earnings Per Share             $.16             $.20              $.30              $.32
  Basic Weighted Average                                                                        
    Shares Outstanding               93.419           93,835            94,039            94,233
  Diluted Earnings Per Share           $.16             $.20              $.30              $.32
  Diluted Weighted Average                                                                      
    Shares Outstanding               93,750           94,244            94,401            95,109
</TABLE>
                                       33
<PAGE>
Item  9.   Changes  in  and  Disagreements with Accountants  on  Accounting  and
Financial Disclosure
Not applicable.

                                    Part III

Item 10.  Directors of the Registrant
Information   with  respect  to  Directors  may  be  found  under  the   caption
"Occupations of Directors" appearing in the Company's definitive Proxy Statement
for  the  Annual  Meeting  of Shareholders to be held  on  May  1,  1998.   Such
information is incorporated herein by reference.

Item 11.  Executive Compensation
The  information set forth under the caption "Executive Compensation"  appearing
in   the  Company's  definitive  Proxy  Statement  for  the  Annual  Meeting  of
Shareholders to be held on May 1, 1998 is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
The  information set forth under the caption, "Management and Principal  Holders
of  Voting Securities" appearing in the Company's definitive Proxy Statement for
the  Annual  Meeting of Shareholders to be held on May 1, 1998  is  incorporated
herein by reference.

Item 13.  Certain Relationships and Related Transactions
The information set forth under the captions, "Certain Relationships and Related
Transactions"  appearing  in the Company's definitive Proxy  Statement  for  the
Annual  Meeting of Shareholders to be held on May 1, 1998 is incorporated herein
by reference.

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

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

     Consolidated Balance Sheets as of December 31, 1997 and 1996
     Consolidated Statements of Income for each of the three years ended
          December 31, 1997, 1996 and 1995
     Consolidated Statements of Shareholders' Equity for each of the three years
ended
          December 31, 1997, 1996 and 1995
     Consolidated Statements of Cash Flows for each of the three years ended
          December 31, 1997, 1996 and 1995
     Notes to Consolidated Financial Statements

2.  Consolidated Financial Statement Schedules

  Schedule Number    Description                                       Page No.
         II          Valuation and Qualifying Accounts and Reserves       40

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

KPMG  Peat  Marwick LLP's reports with respect to the above listed  consolidated
financial statements and consolidated financial statement schedule are  included
herein on pages 37 and 38.

                                       34
<PAGE>
3.  Exhibit Listing
<TABLE>
<CAPTION>
 Exhibit Number  Description
 <S>             <C>                 
 3.01****        Articles of Organization of the Registrant, as amended (3.01)
 3.02**          By-Laws of the Registrant, as amended (3.02)
 10.01*          1987 Stock Option Plan of the Registrant (10.01) (X)
 10.02*          Form of Incentive Stock Option Agreement under the Registrant's 1987 Stock
                 Option Plan (10.02) (X)
 10.03*          Form of the Non-Qualified Stock Option Agreement under the Registrant's 1987
                 Stock Option Plan (10.03) (X)
 10.04*          The Registrant's Employee Stock Ownership Plan Trust Agreement dated December
                 30, 1987 (10.04) (X)
 10.05**         The Registrant's Employee Stock Ownership Plan dated December 30, 1987, as
                 amended and restated (10.05) (X)
 10.06*          Employment Agreement dated June 16, 1986 between the Company and Rodger B.
                 Dowdell, Jr. (10.07) (X)
 10.7**          Unsecured line of credit agreement dated June 29, 1991 between the Registrant
                 and Rhode Island Hospital Trust National Bank (10.19)
 10.8**          Unsecured line of credit agreement dated December 30, 1991 between the
                 Registrant and Fleet National Bank (10.20)
 10.9***         Amendment dated December 30, 1992 to Unsecured line of credit agreement between
                 the Registrant and Fleet National Bank (10.13)
 10.10***        Grant agreement dated February 16, 1994 between the Registrant and Industrial
                 Development Authority of Ireland (10.14)
 10.11***        Contract for Sale dated January 31, 1994 between the Registrant and Digital
                 Equipment International (10.15)
 10.12***        Management Agreement dated January 31, 1994 between the Registrant and Digital
                 Equipment International (10.17)
 10.13***        Licence Agreement dated January 31, 1994 between the Registrant (Grantor) and
                 Digital Equipment International (Licencee) (10.18)
 10.14***        Grant of Options Agreement dated January 31, 1994 between the Registrant and
                 Digital Equipment International (10.19)
 10.15***        Memorandum Agreement dated January 31, 1994 between the Registrant and Digital
                 Equipment International (10.20)
 10.16***        1993 Non-Employee Director Stock Option Plan (10.22) (X)
 10.17*****      Letter Agreement dated June 22, 1995 to amend loan agreement dated December 30,
                 1991 by and between Registrant and Fleet National Bank (10.1)
 10.18******     Letter Agreement dated October 11, 1995 to amend loan agreement dated December
                 30, 1991 by and between Registrant and Fleet National Bank (10.1)
 10.19*******    Purchase and Sale Contract dated April 12, 1995 between the Registrant and
                 Trustees of Normac-Billerica Associates III  u/d/t dated October 11, 1979
                 (10.19)
 10.20********   American Power Conversion Corporation B.V. Profit Sharing Scheme dated
                 September 25, 1996 (10.20) (X)
 10.21*********  1997 Non-Employee Director Stock Option Plan of the Registrant (4.4) (X)
 10.22*********  1997 Stock Option Plan of the Registrant (4.5) (X)
 10.23*********  1997 Employee Stock Purchase Plan of the Registrant (4.6) (X)
 11              Computation of Earnings per Share
 21              Subsidiaries of Registrant
 23              Consent of KPMG Peat Marwick LLP
 27              Financial Data Schedule (for SEC EDGAR filing only)
</TABLE>
                                      35
<PAGE>
*   Previously filed as exhibits to the Company's Registration Statement on Form
S-18 dated July, 1988 (File No. 33-22707-B).
**   Previously filed as an exhibit to the Company's Annual Report on Form  10-K
for the fiscal year ended December 31, 1991 and incorporated herein by reference
(File No. 0-17126).  The number given in parenthesis indicates the corresponding
exhibit in such Form 10-K.
***   Previously  filed as an exhibit (Exhibit No. 22) to the  Company's  Annual
Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated
herein  by  reference  (File  No. 1-12432).  The  number  given  in  parenthesis
indicates the corresponding exhibit in such Form 10-K.
****  Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated herein by reference
(File No. 1-12432).  The number given in parenthesis indicates the corresponding
exhibit in such Form 10-K.
*****  Previously filed as an exhibit to the Company's Quarterly Report on  Form
10-Q  for  the  fiscal  quarter ended June 30, 1995 and incorporated  herein  by
reference  (File  No. 1-12432).  The number given in parenthesis  indicates  the
corresponding exhibit in such Form 10-Q.
******  Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1995 and incorporated herein  by
reference  (File  No. 1-12432).  The number given in parenthesis  indicates  the
corresponding exhibit in such Form 10-Q.
*******   Previously filed as an exhibit to the Company's Annual Report on  Form
10-K  for  the  fiscal year ended December 31, 1995 and incorporated  herein  by
reference  (File  No. 1-12432).  The number given in parenthesis  indicates  the
corresponding exhibit in such Form 10-K.
********  Previously filed as an exhibit to the Company's Annual Report on  Form
10-K  for  the  fiscal year ended December 31, 1996 and incorporated  herein  by
reference  (File  No. 1-12432).  The number given in parenthesis  indicates  the
corresponding exhibit in such Form 10-K.
*********   Previously filed as exhibits to the Company's Registration Statement
on  Form  S-8  dated July 31, 1997 (File No. 333-32563).  The  number  given  in
parenthesis indicates the corresponding exhibit in such Form S-8.

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


(b)  Reports on Form 8-K
No reports on Form 8-K have been filed by the Registrant during the quarter
ended December 31, 1997.

                                      36
<PAGE>



                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Shareholders
American Power Conversion Corporation:


We  have audited the accompanying consolidated balance sheets of American  Power
Conversion  Corporation and subsidiaries as of December 31, 1997 and  1996,  and
the  related consolidated statements of income, shareholders' equity,  and  cash
flows  for  each of the years in the three-year period ended December 31,  1997.
These  consolidated financial statements are the responsibility of the Company's
management.   Our responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

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

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material respects, the financial position  of  American  Power
Conversion  Corporation and subsidiaries as of December 31, 1997 and  1996,  and
the  results of their operations and their cash flows for each of the  years  in
the  three-year  period  ended December 31, 1997, in conformity  with  generally
accepted accounting principles.



                                   KPMG Peat Marwick LLP



Providence, Rhode Island
February 3, 1998

                                      37
<PAGE>



                          INDEPENDENT AUDITORS' REPORT




The Board of Directors and Shareholders
American Power Conversion Corporation:


Under  date of February 3, 1998, we reported on the consolidated balance  sheets
of  American  Power Conversion Corporation and subsidiaries as of  December  31,
1997  and  1996 and the related consolidated statements of income, shareholders'
equity,  and  cash  flows for each of the years in the three-year  period  ended
December  31, 1997, as contained in the annual report on Form 10-K for the  year
1997.   In  connection  with  our  audits  of  the  aforementioned  consolidated
financial  statements, we also audited the related financial statement  schedule
listed   in   Item   14(a)(2).   This  financial  statement  schedule   is   the
responsibility of the Company's management.  Our responsibility is to express an
opinion on the financial statement schedule based on our audits.

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



                                   KPMG Peat Marwick LLP



Providence, Rhode Island
February 3, 1998

                                       38
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                      AMERICAN POWER CONVERSION CORPORATION
                                        
                                          Date:  February 27, 1998

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

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

                                          Date:  February 27, 1998

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

                                          Date:  February 27, 1998
                                        
                              /s/ Neil E. Rasmussen
                               Neil E. Rasmussen,
                           Vice President and Director
                                        
                                          Date:  February 27, 1998

                            /s/  Emanuel E. Landsman
                              Emanuel E. Landsman,
                       Vice President, Clerk and Director
                                        
                                          Date:  February 27, 1998

                                /s/ Ervin F. Lyon
                                 Ervin F. Lyon,
                                    Director
                                        
                                          Date:  February 27, 1998
                                        
                               /s/ James D. Gerson
                                James D. Gerson,
                                    Director

                                      39
<PAGE>
                                                                     Schedule II
                                        
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                        
                 Valuation and Qualifying Accounts and Reserves
                                        
              For the years ended December 31, 1997, 1996 and 1995
                                        
                                        
                                        
                                        
 Valuation accounts deducted from assets to which they
 apply:
                                                        
 Allowance for Doubtful Accounts Receivable
<TABLE>
<CAPTION>
 In thousands     Balance at      Charged to      Write Offs/           
                 Beginning of     Costs and        Allowances    Balance at End
                     Year          Expenses          Taken          of Year
 <S>               <C>              <C>             <C>             <C>     
 1997              $10,789          $4,834          ($3,393)        $12,230
                                                                           
 1996                6,920           4,291             (422)         10,789
                                                                           
 1995                2,979           4,627             (686)          6,920
</TABLE>
                                       40
<PAGE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
 Exhibit Number  Description                                                              Page No.
 <S>             <C>                                                                      <C>
 3.01****        Articles of Organization of the Registrant, as amended (3.01)             
 3.02**          By-Laws of the Registrant, as amended (3.02)                              
 10.01*          1987 Stock Option Plan of the Registrant (10.01) (X)                      
 10.02*          Form of Incentive Stock Option Agreement under the Registrant's           
                 1987 Stock Option Plan (10.02) (X)
 10.03*          Form of the Non-Qualified Stock Option Agreement under the                
                 Registrant's 1987 Stock Option Plan (10.03) (X)
 10.04*          The Registrant's Employee Stock Ownership Plan Trust Agreement            
                 dated December 30, 1987 (10.04) (X)
 10.05**         The Registrant's Employee Stock Ownership Plan dated December 30,         
                 1987, as amended and restated (10.05) (X)
 10.06*          Employment Agreement dated June 16, 1986 between the Company and          
                 Rodger B. Dowdell, Jr. (10.07) (X)
 10.7**          Unsecured line of credit agreement dated June 29, 1991 between the        
                 Registrant and Rhode Island Hospital Trust National Bank (10.19)
 10.8**          Unsecured line of credit agreement dated December 30, 1991 between        
                 the Registrant and Fleet National Bank (10.20)
 10.9***         Amendment dated December 30, 1992 to Unsecured line of credit             
                 agreement between the Registrant and Fleet National Bank (10.13)
 10.10***        Grant agreement dated February 16, 1994 between the Registrant and        
                 Industrial Development Authority of Ireland (10.14)
 10.11***        Contract for Sale dated January 31, 1994 between the Registrant and       
                 Digital Equipment International (10.15)
 10.12***        Management Agreement dated January 31, 1994 between the Registrant        
                 and Digital Equipment International (10.17)
 10.13***        Licence Agreement dated January 31, 1994 between the Registrant           
                 (Grantor) and Digital Equipment International (Licencee) (10.18)
 10.14***        Grant of Options Agreement dated January 31, 1994 between the             
                 Registrant and Digital Equipment International (10.19)
 10.15***        Memorandum Agreement dated January 31, 1994 between the Registrant        
                 and Digital Equipment International (10.20)
 10.16***        1993 Non-Employee Director Stock Option Plan (10.22) (X)                  
 10.17*****      Letter Agreement dated June 22, 1995 to amend loan agreement dated        
                 December 30, 1991 by and between Registrant and Fleet National Bank
                 (10.1)
 10.18******     Letter Agreement dated October 11, 1995 to amend loan agreement           
                 dated December 30, 1991 by and between Registrant and Fleet
                 National Bank (10.1)
 10.19*******    Purchase and Sale Contract dated April 12, 1995 between the               
                 Registrant and Trustees of Normac-Billerica Associates III  u/d/t
                 dated October 11, 1979 (10.19)
 10.20********   American Power Conversion Corporation B.V. Profit Sharing Scheme          
                 dated September 25, 1996 (10.20) (X)                                      
 10.21*********  1997 Non-Employee Director Stock Option Plan of the Registrant            
                 (4.4) (X)
 10.22*********  1997 Stock Option Plan of the Registrant (4.5) (X)                        
 10.23*********  1997 Employee Stock Purchase Plan of the Registrant (4.6) (X)             
 11              Computation of Earnings per Share                                        43
 21              Subsidiaries of Registrant                                               44
 23              Consent of KPMG Peat Marwick LLP                                         45
 27              Financial Data Schedule (for SEC EDGAR filing only)                      46
</TABLE>
                                       41
<PAGE>
*   Previously filed as exhibits to the Company's Registration Statement on Form
S-18 dated July, 1988 (File No. 33-22707-B).
**   Previously filed as an exhibit to the Company's Annual Report on Form  10-K
for the fiscal year ended December 31, 1991 and incorporated herein by reference
(File No. 0-17126).  The number given in parenthesis indicates the corresponding
exhibit in such Form 10-K.
***   Previously  filed as an exhibit (Exhibit No. 22) to the  Company's  Annual
Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated
herein  by  reference  (File  No. 1-12432).  The  number  given  in  parenthesis
indicates the corresponding exhibit in such Form 10-K.
****  Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated herein by reference
(File No. 1-12432).  The number given in parenthesis indicates the corresponding
exhibit in such Form 10-K.
*****  Previously filed as an exhibit to the Company's Quarterly Report on  Form
10-Q  for  the  fiscal  quarter ended June 30, 1995 and incorporated  herein  by
reference  (File  No. 1-12432).  The number given in parenthesis  indicates  the
corresponding exhibit in such Form 10-Q.
******  Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1995 and incorporated herein  by
reference  (File  No. 1-12432).  The number given in parenthesis  indicates  the
corresponding exhibit in such Form 10-Q.
*******   Previously filed as an exhibit to the Company's Annual Report on  Form
10-K  for  the  fiscal year ended December 31, 1995 and incorporated  herein  by
reference  (File  No. 1-12432).  The number given in parenthesis  indicates  the
corresponding exhibit in such Form 10-K.
********  Previously filed as an exhibit to the Company's Annual Report on  Form
10-K  for  the  fiscal year ended December 31, 1996 and incorporated  herein  by
reference  (File  No. 1-12432).  The number given in parenthesis  indicates  the
corresponding exhibit in such Form 10-K.
*********   Previously filed as exhibits to the Company's Registration Statement
on  Form  S-8  dated July 31, 1997 (File No. 333-32563).  The  number  given  in
parenthesis indicates the corresponding exhibit in such Form S-8.

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

                                       42
<PAGE>
                                                                      Exhibit 11
                                        
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                        
                        Computation of Earnings per Share
                                        
              For the years ended December 31, 1997, 1996 and 1995
                                        
                                        
<TABLE>
<CAPTION>
   In thousands except per share amounts                      1997             1996             1995             
   <S>                                                    <C>               <C>              <C>                 
   Basic                                                                                            
                                                                                                    
   Net earnings                                           $121,788          $92,421          $69,536
                                                                                                    
   Basic weighted average shares outstanding                94,993           93,872           92,939
                                                                                                    
   Basic earnings per share                                  $1.28             $.98             $.75
                                                                                                    
                                                                                                    
   Diluted                                                                                          
                                                                                                    
   Net earnings                                           $121,788          $92,421          $69,536
                                                                                                    
   Basic weighted average shares outstanding                94,993           93,872           92,939
                                                                                                    
   Net effect of dilutive potential common shares                                                   
   outstanding based on the treasury stock                                                          
   method using the average market price                     1,128              475              928
                                                                                                    
   Diluted weighted average shares outstanding              96,121           94,347           93,867
                                                                                                    
   Diluted earnings per share                                $1.27             $.98             $.74
</TABLE>
                                       43
<PAGE>
                                                                      Exhibit 21
                                        
                                        
                         SUBSIDIARIES OF THE REGISTRANT
<TABLE>
<CAPTION>
                                                   Place of             
Subsidiary                                         Incorporation        Ownership
<S>                                                <C>                  <C>      
American Power Conversion Corporation (APC) B.V.   The Netherlands      100% by Registrant
                                                                        
APC Distribution Ltd.                              Ireland              100% by Registrant
                                                                        
APC America, Inc.                                  Delaware             100% by Registrant
                                                                        
American Power Conversion Europe, S.A.R.L.         France               100% by Registrant
                                                                        
APC Foreign Sales Corporation                      Barbados, W.I.       100% by Registrant
                                                                        
APC Japan, Inc.                                    Japan                100% by Registrant
                                                                        
American Power Conversion (Philippines), Inc.      Philippines          100% by APC B.V.
                                                                        
American Power Conversion Landholdings Inc.        Philippines          40% by APC (Phil),Inc.
                                                                        60% by Filipino nationals
                                                                        
American Power Conversion Uruguay S. A.            Uruguay              100% by Registrant
                                                                        
American Power Conversion Mexico, S.A. de C.V.     Mexico               100% by Registrant
                                                                        
American Power Conversion (India) Private Limited  India                100% by Registrant
                                                                        
APC Resources Inc.                                 Delaware             100% by Registrant
                                                                        
Systems Enhancement Corporation                    Missouri             100% by Registrant
</TABLE>
                                       44
<PAGE>
                                                                      Exhibit 23








                              ACCOUNTANTS' CONSENT



The Board of Directors
American Power Conversion Corporation:


We consent to incorporation by reference in the registration statement (No. 333-
23007)  on Form S-3 and in the registration statements (Nos. 33-25873, 33-54416,
and  333-32563)  on  Form S-8 of American Power Conversion  Corporation  of  our
reports  dated February 3, 1998, relating to the consolidated balance sheets  of
American  Power Conversion Corporation and subsidiaries as of December 31,  1997
and  1996,  and  the  related consolidated statements of  income,  shareholders'
equity  and  cash  flows  for each of the years in the three-year  period  ended
December  31, 1997, and the related schedule, which reports appear in  the  1997
annual report on Form 10-K of American Power Conversion Corporation.



                                   KPMG Peat Marwick LLP


Providence, Rhode Island
March 20, 1998

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