<PAGE>
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                                        
                                        
                                    FORM 10-Q
                                        
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT
      OF 1934
      For the quarterly period ended June 29, 1997

                                       or

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


                         Commission File Number: 1-12432


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


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

                             YES  [ X ]    NO  [   ]

                                    _________
                                        

   Registrant's Common Stock outstanding, $.01 par value, at August 7, 1997 -
                                95,129,020 shares

                                        1
<PAGE>
                                                                       FORM 10-Q
                                                                   June 29, 1997


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                        
                                      INDEX


                                                                        Page No.
                                                                            
 Part I - Financial Information:                                            
 
    Item 1.    Consolidated Condensed Financial Statements:                 
 
            Consolidated Condensed Balance Sheets -                         
            June 29, 1997 (Unaudited) and December 31, 1996               3 - 4
                                                                            
            Consolidated Condensed Statements of Income -                   
            Six Months and Three Months Ended                               
            June 29, 1997 and June 30, 1996 (Unaudited)                     5
                                                                            
            Consolidated Condensed Statements of Cash Flows -               
            Six Months and Three Months Ended                               
            June 29, 1997 and June 30, 1996 (Unaudited)                     6
                                                                            
            Notes to Consolidated Condensed Financial Statements            
            (Unaudited)                                                     7
            
    Item 2.    Management's Discussion and Analysis of Financial            
               Condition and Results of Operations                        8 - 11
                                                                            
 Part II - Other Information:                                               

    Item 1.    Legal Proceedings                                           12
 
    Item 4.    Submission of Matters to a Vote of Security Holders         12
 
    Item 6.    Exhibits and Reports on Form 8-K                            12
 
 Signatures                                                                13
 
                                        2
<PAGE>
                                                                       FORM 10-Q
                                                                   June 29, 1997

PART I - CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

ITEM 1 - FINANCIAL STATEMENTS

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (In thousands)
                                        
                                     ASSETS
<TABLE>
<CAPTION>
                                                  June 29, 1997    December 31,
                                                                       1996
                                                   (Unaudited)           
<S>                                            <C>                  <C>
Current assets:                                                   
Cash and cash equivalents                      $  142,805           $  153,234
Accounts receivable,                                              
  less allowance for doubtful accounts of                         
  $11,893 in 1997 and $10,789 in 1996             117,725              108,544
Inventories:                                                      
  Raw materials                                    76,310               68,657
  Work-in-process and finished goods               83,283               61,786
Total inventories                                 159,593              130,443

Prepaid expenses and other current assets          13,375               11,610
                                                                  
Deferred income taxes                              28,022               20,284
                                                                  
Total current assets                              461,520              424,115
                                                                  
Property, plant and equipment:                                    
  Land, buildings and improvements                 23,499               18,710
  Machinery and equipment                          74,786               64,986
  Office equipment and furniture                   27,079               23,299
  Purchased software                                8,189                7,357
                                                                  
                                                  133,553              114,352
                                                                  
Less accumulated depreciation and amortization     44,058               35,655
                                                                  
Net property, plant and equipment                  89,495               78,697
                                                                  
Other assets                                        1,640                1,190
                                                                  
                                                                  
Total assets                                   $  552,655           $  504,002
</TABLE>


See accompanying notes to consolidated condensed financial statements

                                        3
<PAGE>
                                                                       FORM 10-Q
                                                                   June 29, 1997


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
                                 (In thousands)
                                        
                      LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                  June 29, 1997    December 31,
                                                                       1996
                                                   (Unaudited)           
<S>                                               <C>             <C>  
Current liabilities:                                              
Accounts payable                                 $    38,171       $    41,587
Accrued expenses                                      11,507            12,576
Accrued compensation                                  13,595            12,217
Accrued sales and marketing programs                  19,128            16,360
Accrued pension contributions                          4,481             6,290
Income taxes payable                                  13,944            17,294
                                                                  
Total current liabilities                            100,826           106,324
                                                                  
Deferred tax liability                                 6,594             5,780
                                                                  
Total liabilities                                    107,420           112,104
                                                                  
Shareholders' equity:                                             
Common stock, $.01 par value;                                     
  authorized 200,000 shares;                                      
  issued 95,238 shares in 1997, 
  94,417 shares in 1996                                  952               944
Additional paid-in capital                            53,311            48,374
Retained earnings                                    392,523           344,131
Treasury stock, 125 shares, at cost                   (1,551)           (1,551)
                                                                  
Total shareholders' equity                           445,235           391,898
                                                                  
Total liabilities and shareholders' equity       $   552,655       $   504,002
</TABLE>





See accompanying notes to consolidated condensed financial statements

                                        4
<PAGE>
                                                                       FORM 10-Q
                                                                   June 29, 1997


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                    (In thousands, except earnings per share)
<TABLE>
<CAPTION>
                                               Six months ended               Three months ended
                                           June 29,        June 30,        June 29,        June 30,
                                             1997            1996            1997            1996
                                                                 (Unaudited)
                                                                                        
<S>                                     <C>             <C>             <C>             <C>  
Net sales                               $     375,609   $    303,063    $   203,619     $    161,437
                                                                                        
Cost of goods sold                            208,011        177,540        112,209           94,099
                                                                                        
Gross margin                                  167,598        125,523         91,410           67,338
                                                                                        
Operating expenses:                                                                     
Marketing, selling, general and                89,282         68,410         48,294           36,112
administrative
Research and development                        9,596          7,226          5,391            3,507
                                                                                        
Total operating expenses                       98,878         75,636         53,685           39,619
                                                                                        
Operating income                               68,720         49,887         37,725           27,719
                                                                                        
Other income, net                                 748          1,719          1,122            1,011
                                                                                        
Earnings before income taxes                   69,468         51,606         38,847           28,730
                                                                                        
Income taxes                                   21,882         17,288         12,236            9,625
                                                                                        
Net income                              $      47,586   $     34,318    $    26,611     $     19,105
                                                                                        
Earnings per share                      $         .50   $        .37    $       .28     $        .20
                                                                                        
Weighted average common stock and                                                       
  common stock equivalents outstanding         95,928         93,939         96,076           94,244
</TABLE>





See accompanying notes to consolidated condensed financial statements

                                        5
<PAGE>
                                                                       FORM 10-Q
                                                                   June 29, 1997


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>                                        
                                               Six months ended               Three months ended
                                           June 29,        June 30,        June 29,        June 30,
                                             1997            1996            1997            1996
                                                                 (Unaudited)
<S>                                     <C>             <C>             <C>             <C>      
Cash flows from operating activities                                                    
Net income                              $     47,586    $     34,318    $     26,611    $     19,105
Adjustments to reconcile net income to                                                  
net cash provided by (used in) operating                                                   
activities:
Depreciation and amortization                  8,417           5,445           4,515           2,714
Provision for doubtful accounts                2,128           2,278           1,155             803
Deferred taxes                                (7,211)         (2,421)         (3,890)         (2,490)
Changes in operating assets and                                                         
liabilities:
  Increase in accounts receivable            (10,725)        (17,287)        (12,124)        (13,337)
  Decrease (increase) in inventories         (28,791)         31,554              21          20,856
  Decrease (increase) in prepaid                                                        
   expenses and other current assets          (1,862)         (1,945)         (3,826)             98
  Decrease (increase) in other assets            525            (138)            156              29
  Increase (decrease) in accounts
   payable                                    (3,894)          2,207         (17,645)          6,470       
  Increase in accrued expenses                   218           6,818           4,563           4,454
  Increase (decrease) in income taxes         (3,350)          1,590          (3,103)         (3,619)
   payable
Net cash provided by (used in)                                                          
 operating activities                          3,041          62,419          (3,567)         35,083
                                                                                        
Cash flows from investing activities                                                    
Capital expenditures, net of capital         (18,513)         (8,706)         (5,721)         (5,085)
 grants
Cash acquired in acquisition                     101               -               -               -
Net cash used in investing activities        (18,412)         (8,706)         (5,721)         (5,085)
                                                                                        
Cash flows from financing activities                                                    
Proceeds from issuances of common stock        4,942           5,859             996           1,543
Purchases of common stock                          -          (1,486)              -          (1,486)
Net cash provided by financing                 4,942           4,373             996              57
activities
                                                                                        
Net increase (decrease) in cash and                                                     
cash equivalents                             (10,429)         58,086          (8,292)         30,055
                                                                                        
Cash and cash equivalents at beginning       153,234          39,040         151,097          67,071
of period
                                                                                        
Cash and cash equivalents at end of     $    142,805    $     97,126    $    142,805    $     97,126
period

Supplemental cash flow disclosures                                                      
Cash paid during the period for income                                                  
taxes (net of refunds)                  $     25,544    $     16,457    $     12,402    $     14,072
</TABLE>



See accompanying notes to consolidated condensed financial statements

                                        6
<PAGE>
                                                                       FORM 10-Q
                                                                   June 29, 1997



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



1.   Management Representation

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

2.   Principles of Consolidation

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

On  February  14,  1997,  the  Company  completed  its  acquisition  of  Systems
Enhancement  Corporation ("Systems Enhancement"), a privately-held  manufacturer
of power management software and accessories.  The Company has accounted for the
acquisition  as  a pooling-of-interests and, accordingly, Systems  Enhancement's
results  of  operations and cash flows are included in the  Company's  financial
statements from January 1, 1997.  The acquisition was deemed to be immaterial to
the  Company's  consolidated results of operations and financial condition  and,
therefore, comparative prior period results have not been restated.

3.   Per Share Data

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

4.   Shareholders' Equity

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

                                        7
<PAGE>
                                                                       FORM 10-Q
                                                                   June 29, 1997

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

RESULTS OF OPERATIONS:

Revenues

Net  sales  were $203.6 million for the second quarter of 1997, an  increase  of
26.1% compared to $161.4 million for the same period in 1996.  Net sales for the
first  half of 1997 were $375.6 million compared to $303.1 million in  1996,  an
increase of 23.9%.  The increase was attributable to continued strong demand for
the  Company's  products  across fast-growing core markets,  including  computer
networking, internetworking equipment and point-of-sale devices, as well as what
the  Company  believes  is  an increasing awareness by  computer  users  of  the
consequences  of  data loss and hardware damage which can  be  caused  by  power
problems.   International net sales in the second quarter of 1997  were  up  34%
versus the second quarter of 1996, while the North American market continued  to
be  strong  with  net  sales  up 22%.  International  sales  (excluding  Canada)
comprised 37% of net sales in the second quarter of 1997 compared to 36% in  the
second quarter of 1996.

Cost of Goods Sold

Cost  of  goods  sold  was $112.2 million or 55.1% of net sales  in  the  second
quarter  of  1997  compared to $94.1 million or 58.3% in the second  quarter  of
1996.   Cost of goods sold was $208.0 million or 55.4% of net sales in the first
half  of  1997  compared to $177.5 million or 58.6% in the first half  of  1996.
Gross  margins,  which  improved by approximately 320 basis  points  during  the
second quarter and first half of 1997 over the comparable periods in 1996,  were
primarily  attributable to lower cost Back-UPS(R) products manufactured  in  the
Philippines  and, to a lesser degree, increasing sales volume of  higher  margin
third  generation Smart-UPS(R) products.  Total inventory reserves at  June  29,
1997  were $19.3 million compared to $16.1 million at December 31, 1996.  Second
generation Smart-UPS represented approximately 5% of total inventories  at  June
29,  1997 unchanged as a percentage of total inventories from December 31, 1996.
The increased inventory reserves include coverage of the potential loss exposure
that  may  result  from excess inventories as the demand for  second  generation
products  diminishes.   The  Company's  reserve  estimate  methodology  involves
quantifying the total inventory position having potential loss exposure, reduced
by an amount reasonably forecasted to be sold, and adjusting its interim reserve
provisioning to cover the net loss exposure.

Operating Expenses

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

SG&A expenses were $48.3 million or 23.7% of net sales for the second quarter of
1997  compared to $36.1 million or 22.4% of net sales for the second quarter  of
1996.  Marketing, selling, general and administrative (SG&A) expenses were $89.3
million  or  23.8%  of net sales for the first half of 1997  compared  to  $68.4
million  or  22.6% of net sales for the first half of 1996.  The increases  over
last year were due primarily to increased advertising and promotional costs,  as
well  as  costs  associated with increased staffing of sales and  other  related
positions  both  domestically and internationally.  The allowance  for  doubtful
accounts at June 29, 1997 was 9.2% of accounts receivable, compared to  9.0%  at
December  31,  1996.   The  Company continues to  experience  strong  collection
performance  with  accounts  receivable  balances  outstanding  over   60   days
representing  8.5%  of total receivables, down from 9.1% at December  31,  1996.
Write-offs of uncollectible accounts have historically represented less than  1%
of total receivable balances.  A majority of international customer balances are
covered by receivables insurance.

Research  and  development expenses were $5.4 million or 2.6% of net  sales  and
$3.5  million  or  2.2% of net sales for the second quarter of  1997  and  1996,
respectively.  Research and development expenses were $9.6 million  or  2.6%  of
net  sales and $7.2 million or 2.4% of net sales for the first half of 1997  and
1996,  respectively.  The increased research and development spending  primarily
reflects  increased  numbers  of  software  and  hardware  engineers  and  costs
associated  with  new  product  development and engineering  support,  including
additional  engineering  resources gained in the  1997  acquisition  of  Systems
Enhancement Corporation.

                                        8
<PAGE>
Other Income, Net and Income Taxes

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

The  Company's effective income tax rates were approximately 31.5% and 33.5% for
the  quarters ended June 29, 1997 and June 30, 1996, respectively.  The decrease
from last year is due to the expected tax savings from an increasing portion  of
taxable  earnings being generated from the Company's operations  in  Ireland,  a
jurisdiction  which  currently has a lower income  tax  rate  for  manufacturing
companies than the present U.S. statutory income tax rate.


LIQUIDITY AND CAPITAL RESOURCES

Working  capital at June 29, 1997 was $360.7 million compared to $317.8  million
at December 31, 1996.  The Company has been able to increase its working capital
position  as  the  result  of  continued strong operating  results  and  despite
internally  financing  the build-up of inventories and  the  capital  investment
required  to  expand its operations.  The Company's cash position  decreased  to
$142.8 million at June 29, 1997 compared to $153.2 million at December 31, 1996.

Worldwide  inventories were $159.6 million at June 29, 1997 compared  to  $130.4
million at December 31, 1996.  The first half 1997 inventory build was primarily
attributable to the effects of seasonal factors, opening new plant  capacity  in
the  Philippines, and the introduction of a new product line, the Symmetra  (TM)
Power Array (TM).  Inventory levels as a percentage of quarterly sales were  78%
in  the second quarter of 1997, 93% in the first quarter of 1997, and 62% in the
fourth quarter of 1996.

At  June  29, 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 June 29,  1997.
Additionally,  the Company has no significant financial commitments  outstanding
other than those required in the normal course of business.

Capital   investment  for  the  first  half  of  1997  consisted  primarily   of
manufacturing  and office equipment.  The nature and level of  capital  spending
was made to establish additional manufacturing operations in the Philippines, to
improve  manufacturing  capabilities, and to support  the  increased  marketing,
selling,  and administrative efforts necessitated by the Company's growth.   Net
capital  expenditures were financed from available operating cash.  The  Company
had no material capital commitments at June 29, 1997.

During  the  second  quarter  of 1996, the Company established  a  manufacturing
operation  in  the  Philippines which is operating within a designated  economic
zone  which provides certain economic incentives, primarily in the form  of  tax
exemptions.   The Company purchased and improved a 70,000 square  foot  facility
for  approximately  $1.5 million which was financed from operating  cash.   This
facility  currently manufactures certain Back-UPS products sold in the Company's
domestic  and European markets.  In the future this operation will also  provide
manufacturing and technical support to better serve the Company's markets in the
Asia  Pacific region.  In January 1997, the Company purchased a second  location
in  the Philippines for approximately $3 million.  The Company expects to  begin
manufacturing selected products at this facility beginning in the third  quarter
of 1997.

The  Company's Ireland facility is providing manufacturing and technical support
in  order  to  better service the Company's markets in Europe, the Middle  East,
Africa  and  Russia.   In  1994,  the Company executed  an  agreement  with  the
Industrial Development Authority of Ireland ("IDA") under which the Company will
receive grant monies equal to 40% of the costs incurred for machinery, equipment
and   building  improvements  for  the  Galway  facility.   The  maximum  amount
attainable under the agreement is approximately $13.1 million.  The grant monies
would  be  repayable, in whole or in part, should (a) the Company fail  to  meet
certain  employment  goals  established under the  agreement  which  are  to  be
achieved  over  a  five  year  implementation  period  and/or  (b)  the  Company
discontinues  operations in Ireland prior to the termination of  the  agreement.
The agreement terminates eight years from the date of the last claim made by the
Company  for grant monies.  The total cumulative amount of capital grant  claims
submitted  through  June  29, 1997 was approximately $9.5  million.   The  total
cumulative  amount of capital grants received through June 29, 1997 amounted  to
approximately $8.2 million.

                                        9
<PAGE>
Under  a  separate agreement with the IDA, the Company will also receive  up  to
$3,000  per  new employee hired for the direct reimbursement of training  costs.
The  total cumulative amount of training grant claims submitted through June 29,
1997  was  approximately $1.9 million.  The total cumulative amount of  training
grants received through June 29, 1997 amounted to approximately $1.4 million.

The Company continues to investigate potential sites for manufacturing expansion
in  international  locations.  In July 1997, the Company  began  establishing  a
second  manufacturing  location  in  Ireland.   The  Company  expects  to  begin
manufacturing selected products at this facility beginning in the fourth quarter
of 1997.

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

Acquisition
On  February  14,  1997,  the  Company  completed  its  acquisition  of  Systems
Enhancement  Corporation ("Systems Enhancement"), a privately-held  manufacturer
of  power management software and accessories, by means of a merger of a wholly-
owned  subsidiary of the Company with and into Systems Enhancement.  As a result
of  the  merger,  Systems Enhancement became a wholly-owned  subsidiary  of  the
Company.  The Company issued 480,144 shares of its Common Stock, $.01 par value,
in exchange for all of the issued and outstanding shares of Systems Enhancement.
The  Company  has  accounted for the acquisition as a pooling-of-interests  and,
accordingly,  Systems Enhancement's results of operations  and  cash  flows  are
included in the Company's financial statements from January 1, 1997.

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

During  1994, the Company began invoicing its customers in Great Britain, France
and Germany in their respective local currencies.  During the second quarter  of
1996, the Company began invoicing certain of its Japan customers in Yen.

At June 29, 1997 the Company's unhedged foreign currency accounts receivable, by
currency, were as follows:

                (In thousands)         Foreign Currency       U.S. Dollars
                                               
                British Pounds                   2,597                  4,328
                French Francs                   21,324                  3,677
                German Marks                     7,282                  4,233
                Japanese Yen                   561,288                  4,757
     
Total  gross  accounts  receivable at June 29,  1997  was  approximately  $129.6
million.   The Company had non-trade receivables of 1,196 thousand Irish  Pounds
(approximately   US$1,816  thousand),  as  well  as  Irish   Pound   denominated
liabilities  of 7,200 thousand (approximately US$10,938 thousand).  The  Company
also  had  liabilities  denominated in various European currencies  of  US$1,005
thousand,  as  well  as  Yen denominated liabilities of  approximately  US$2,032
thousand.

The  Company  continually reviews its foreign exchange  exposure  and  considers
various  risk  management techniques including the netting of  foreign  currency
receipts  and  disbursements, rate protection agreements with  customers/vendors
and derivatives arrangements, including foreign exchange contracts.  The Company
presently   does   not  utilize  rate  protection  agreements   or   derivatives
arrangements.

Legal Proceedings
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 seeks  unspecified  damages,
costs, fees, and injunctive relief.  On or about August 6, 1997, the Company and
Systems  Enhancement filed a motion to dismiss the lawsuit in its  entirety  for
failure to state a claim on which relief could be granted.  That motion has  not
yet  been ruled upon.  The Company believes the lawsuit to be without merit  and
intends to vigorously defend against it.

                                       10
<PAGE>
As  initially  reported in Report on Form 10-Q for the quarter  ended  June  30,
1995,  several  purported class action lawsuits were filed in the United  States
District  Court for the District of Rhode Island in which the Company was  named
as  a  defendant,  along with certain of its officers.  The lawsuits  relate  to
disclosures  made  by the Company in its public filings and press  releases  and
assert  violations of federal securities laws.  The plaintiffs seek  unspecified
damages,  interest, costs and fees.  In mid-February 1996, a derivative  lawsuit
was  filed  by  two shareholders on behalf and for the benefit  of  the  Company
against  certain present and former officers and/or directors of the Company  in
the Superior Court of Suffolk County, Massachusetts.  The Company was also named
as  a  nominal  defendant.   The derivative action plaintiffs  allege  that  the
individual defendants in that case traded in the stock of the Company  allegedly
in  breach  of their fiduciary duty to the Company.  It is possible  that  other
claims  may  be  made  against  the Company in these  actions  or  that  related
allegations  could  be  made that could give rise to  other  consequences.   The
Company  intends  to defend these lawsuits vigorously and any  similar  lawsuits
that may be filed; however, the ultimate outcome of these matters cannot yet  be
determined.

No  provision  for  any liability that may result from these  actions  has  been
recognized in the consolidated condensed financial statements included in Item 1
of this Report.

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

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

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

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

Factors That May Affect Future Performance
This  document may include forward looking statements.  Any statements contained
herein  that  do  not describe historical facts are forward-looking  statements.
The  Company makes such forward-looking statements under the provisions  of  the
"safe  harbor" section of the Private Securities Litigation Reform Act of  1995.
The   forward-looking  statements  contained  herein  are   based   on   current
expectations, but are subject to a number of risks and uncertainties which could
cause  actual  results to differ from those projected.  The factors  that  could
cause  actual results to differ materially from such forward-looking  statements
include  the  following:  the timely development and acceptance of new  products
such  as  the  Symmetra  Power  Array; ramp up and  expansion  of  manufacturing
capacity;  general economic conditions and growth rates in the power  protection
industry  and related industries, including but not limited to the  PC,  server,
and networking industries; competitive factors and pricing pressures; changes in
product mix; changes in the seasonality of demand patterns; inventory risks  due
to  shifts in market demand; mergers and acquisitions; component constraints and
shortages;  risk  of nonpayment of accounts receivable; the uncertainty  of  the
litigation  process  including  risk  of an unexpected,  unfavorable  result  of
current  litigation; factors associated with international operations;  and  the
risks  described from time to time in the Company's filings with the  Securities
and Exchange Commission.

                                       11
<PAGE>
                                                                       FORM 10-Q
                                                                   June 29, 1997
PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On  or  about June 16, 1997, Trippe Manufacturing Company ("Trippe") filed  suit
against the Company and Systems Enhancement in the United States District  Court
for  the  Northern  District  of  Illinois,  alleging  a  variety  of  contract,
antitrust, and unfair competition claims relating to the Company's February  14,
1997  acquisition  of  Systems Enhancement.  Trippe seeks  unspecified  damages,
costs, fees, and injunctive relief.  On or about August 6, 1997, the Company and
Systems  Enhancement filed a motion to dismiss the lawsuit in its  entirety  for
failure to state a claim on which relief could be granted.  That motion has  not
yet  been ruled upon.  The Company believes the lawsuit to be without merit  and
intends to vigorously defend against it.

No  provision  for  any liability that may result from these  actions  has  been
recognized in the accompanying consolidated condensed financial statements.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The  Annual  Meeting of Shareholders was held on April 21,  1997  at  which  the
shareholders of the Company approved the following:

(i)   by  a  vote  of  79,071,865 shares in favor, 2,542,131 opposed,  and 
      377,393 abstaining, the number of directors was fixed at five.

(ii)  the following persons (with vote results) were elected to  serve  another
      term as Directors of the Company:

                                                 For               Withheld
           Rodger B. Dowdell, Jr.               80,740,756            1,250,633
           James D. Gerson                      80,743,231            1,248,158
           Emanuel E. Landsman                  80,745,720            1,245,669
           Ervin F. Lyon                        80,723,846            1,267,543
           Neil E. Rasmussen                    80,817,616            1,173,773

(iii) by a vote of 72,952,039 shares in favor, 4,639,824 opposed, and 421,595
      abstaining, adoption of the 1997 Non-Employee Director Stock Option Plan
      was approved.

(iv)  by  a  vote  of  63,552,467 shares in favor,  13,164,647  opposed,  and
      408,740 abstaining, adoption of the 1997 Stock Option Plan was approved.

(v)   by a vote of 71,006,792 shares in favor, 9,486,887 opposed,  and  311,368
      abstaining, adoption of the 1997 Employee Stock Purchase Plan was 
      approved.

In  addition,  by a vote of 5,718,703 shares in favor, 58,312,421  opposed,  and
1,173,934  abstaining, a shareholder proposal to increase the Board of Directors
to  nine  members, no more than three of whom shall be officers or employees  of
the  Company,  nor any be a relative of a Company officer or Director,  was  not
approved.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)  Exhibits

Exhibit No. 11 - Computation of Earnings per Share (Page 14)
Exhibit No. 27 - Financial Data Schedule (For SEC EDGAR Filing Only

(B)  Reports on Form 8-K

No  reports  on  Form  8-K  were filed by American Power Conversion  Corporation
during the quarter ended June 29, 1997.

                                       12
<PAGE>
                                                                       FORM 10-Q
                                                                   June 29, 1997


                                   SIGNATURES
                                        
                                        
      Pursuant  to the requirements of the Securities Exchange Act of 1934,  the
Registrant  has  duly  caused this report to be signed  on  its  behalf  by  the
undersigned thereunto duly authorized.
                                        
                                        
                      AMERICAN POWER CONVERSION CORPORATION
                                        
                             Date:  August 13, 1997
                                        
                                        
                               /s/ Donald M. Muir
                                        
                                 Donald M. Muir
                             Chief Financial Officer
                  (Principal Accounting And Financial Officer)

                                       13
<PAGE>
                                                                       FORM 10-Q
                                                                   June 29, 1997
                                                                                
                                                                                
                                                                      EXHIBIT 11


                      AMERICAN POWER CONVERSION CORPORATION
                        COMPUTATION OF EARNINGS PER SHARE
                  (In thousands, except for earnings per share)
<TABLE>
<CAPTION>                                        
                                                Six months ended                Three months ended
                                            June 29,        June 30,         June 29,        June 30,
                                              1997            1996             1997            1996
<S>                                         <C>             <C>              <C>             <C>
 Primary                                                                                  
                                                                                          
 Weighted average common stock                  94,921          93,627         95,174           93,835
  outstanding
 Net effect of dilutive stock options                                                     
  based on the treasury stock method using       1,007             312            902              409
  the average market price
   Total                                        95,928          93,939         96,076           94,244
                                                                                          
 Net income                              $      47,586   $      34,318    $    26,611     $     19,105
                                                                                          
 Per share amount                        $         .50   $         .37    $       .28     $        .20
                                                                                          
                                                                                          
 Fully diluted                                                                            
                                                                                          
 Weighted average common stock                  94,921          93,627         95,174           93,835
  outstanding
 Net effect of dilutive stock options                                                     
  based on the treasury stock method using         862             275            862              275
  the period end market price
   Total                                        95,783          93,902         96,036           94,110
                                                                                          
 Net income                              $      47,586   $      34,318    $    26,611     $     19,105
                                                                                          
 Per share amount                        $         .50   $         .37    $       .28     $        .20
</TABLE>
                                       14