<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, 1998
                                        
                                       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 
          Incorporation or Organization)       Identification No.)
                                        
             132 FAIRGROUNDS ROAD, WEST KINGSTON, RHODE ISLAND 02892
                                  401-789-5735
          (Address and telephone number of Principal Executive Offices)

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

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    18,    1999    was    approximately
$2,993,065,000 based on the price of the  last  reported  sale  as
reported  by the NASDAQ Stock Market on February 18, 1999.  The  number  of
shares  outstanding of the Registrant's Common Stock on February  18,  1999
was 95,881,000.

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  7,  1999  are
incorporated by reference in Part III hereof.

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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 power protection  and  management
solutions  for  computer and electronic applications worldwide.   The  Company's
solutions  include  uninterruptible power supply  products  ("UPS"),  electrical
surge  protection devices, power conditioning products, and associated software,
services,   and  accessories.   These  solutions  are  for  use  with  sensitive
electronic  devices  which  rely on electric utility power  including,  but  not
limited  to,  home  electronics, personal computers  ("PCs"),  high  performance
workstations,  servers,  networking  equipment,  telecommunications   equipment,
internetworking equipment, datacenters, mainframe computers, and facilities.

The Company's UPS products regulate the flow of utility power to ensure safe and
clean power to the protected equipment and provide seamless backup power in  the
event of the loss of utility power.  The backup power lasts for a period of time
sufficient  to  enable  the  user to continue computer  operations,  conduct  an
orderly  shutdown of the protected equipment, preserve data, work through  short
power  outages or, in some cases, continue operating for several hours  or  even
days.   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's  software  and accessory solutions  enhance  monitoring,
management,  and  performance  of  APC's UPS products.   The  Company's  service
offerings assist the end-user with installation and maintenance of the Company's
UPS products.

The  Company  markets its products to business and home users around  the  world
through a variety of distribution channels, including computer distributors  and
dealers,  value  added resellers, mass merchandisers, catalog merchandisers,  E-
commerce vendors, and strategic partnerships.

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.

Acquisition of Silcon A/S
Early  in  the  second quarter of 1998, the Company entered  into  a  definitive
agreement with the principal management shareholders of Silcon A/S ("Silcon") to
acquire stock of Silcon, a Denmark-based manufacturer of three-phase UPSs up  to
480  kilo volt-amps ("kVA"), and the Company commenced a tender offer for Silcon
shares.   In  June  1998, the initial tender offer and purchase  of  stock  from
principal management shareholders was completed enabling the Company to  operate
Silcon  as  a  majority-owned subsidiary.  During the second half of  1998,  the
Company  increased  its ownership percentage to 89%.  The  Company's  1998  cash
outlays  associated with the acquisition aggregating $64 million  were  financed
from  operating cash.  In January 1999, the Company attained ownership  of  more
than  90%  of the share capital of Silcon through open market purchases financed
from operating cash and commenced a mandatory redemption of the remaining Silcon
shares.    Through  this  mandatory  share  redemption  process,   the   Company
anticipates  that it will complete its acquisition of the remaining  outstanding
shares  of  Silcon  during  the second half of 1999.   In  connection  with  the
mandatory  redemption, the Copenhagen Stock Exchange has approved the de-listing
of  Silcon's shares effective March 1, 1999.  See also the "Acquisition" section
included  in  Management's Discussion and Analysis of  Financial  Condition  and
Results of Operations in Item 7 of this Report.

Market Overview
The  growth  of  the UPS industry has been fueled by the rapid proliferation  of
microprocessor-based equipment and related systems in the corporate  marketplace
and  in  the  small office / home office ("SOHO") environment.  PCs and  servers
have  become  an  integral  part  of  the  overall  business  strategy  of  many
organizations  as  well  as  in  many technical, scientific,  and  manufacturing
settings.   Businesses continue to implement and run their operations via  local
area  and  wide  area  networks ("LANs" and "WANs") as  well  as  via  corporate
intranets and the Internet.  Businesses are also becoming aware of the  need  to
protect  devices  such as switches, hubs, routers, bridges,  and  other  "smart"
devices that manage and interconnect networks.  It is necessary to protect  both

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the hardware and data stored in and traveling through these networks as well  as
to provide battery back-up to enhance productivity through the high availability
of networks, sensitive electronics and even facilities.

The  Company  believes  that  the increased awareness  of  the  costs  and  lost
productivity 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,  clean,  computer
power.  In international regions power quality often results in varied levels of
distortions  and, as a result, these areas provide the Company  with  additional
opportunities for its products.

In 1998, the Company focused on providing global, end-to-end, Nonstop Networking
solutions   for  the  PC,  server,  datacenter  and  enterprise  markets.    The
acquisition of Silcon expanded the scope of the Company's product reach enabling
it  to address incremental segments of the UPS market, i.e., the larger than  16
kVA  or  enterprise segment that it was not previously addressing.  Major global
trends  affecting  the Company's business in 1998 included the continued  global
proliferation of servers and information technology ("IT") equipment,  including
those  for Internet and intranet applications; the growth of PC sales;  and  the
continued poor and unreliable quality of power worldwide.

The Company's goal is to leverage these trends, to target the sales of UPSs with
new  IT  equipment,  to  have  the  products and  presence  to  succeed  in  new
geographies, and to continue to position itself as the UPS and power  protection
solution  provider of choice.  The Company also continues to target  promotional
efforts at the corporate, home, and SOHO PC markets, which it has identified  as
growth opportunities 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.

Products
The  Company's strategy is to design and manufacture products which  incorporate
high-performance and quality at competitive prices.  The Company's products  are
designed  to  fit  seamlessly into the computer and networking  environments  of
businesses,  homes,  and SOHOs.  These products are engineered  and  extensively
tested  for  compatibility with leading PC, server, datacenter,  and  enterprise
hardware and software.

The  Company  currently  manufactures a broad range  of  standard  domestic  and
international power protection solutions.  The Company's UPS models are designed
for  different  applications with the principal differences among  the  products
being 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 480 kVA (suitable for mainframe
computers  or  facilities).  List prices to end-users range  from  approximately
$100   to   approximately  $200,000.   The  Company  also  offers  SurgeArrestr,
PowerManager  and  ProtectNetr  products to protect  against  power  spikes  and
surges.  The principal difference among the surge suppressor models is the level
of  protection available and feature sets.  List prices to end-users range  from
approximately $25 to approximately $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  for many major operating systems with the purchase of select  UPS  units
from  the Company.  List prices to end-users for other PowerChute products start
at  $69.   The  Company  also offers 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 $169 to $499.

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. NetShelterr is a high quality, free standing enclosure  for  storing

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and  protecting network, internetworking, and power protection equipment.  Other
accessories  offered by the Company include MasterSwitchT which provides  remote
Web/SNMP management and control of power to attached network devices; PowerViewT
for  display of a UPS's operational status; Share-UPSr for reliable shutdown  of
multiple  servers  connected to a single UPS; SmartSlotT  adapters  designed  to
fully  integrate  with APC Smart-UPSr, Matrix UPSr, and SymmetraT  Power  ArrayT
systems for advanced UPS and environmental management; and customized cables for
enhanced  management and monitoring of APC UPSs.  List prices to  end-users  for
accessory products range from $75 to $1,999.

Service Programs
The  Company  provides  service programs to its customers  for  in-warranty  UPS
products  and  out-of-warranty UPS products, as well as for product installation
and  start-up.   The  Company  offers two-year and one-year  limited  warranties
covering  its  UPS  products.   The  Company  also  offers  its  customers   the
opportunity to extend the basic warranty period, at an additional charge, for  a
period  of  one  or three additional 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.  For  a
fixed  fee  (varying by model), the Company will replace an out-of-warranty  UPS
unit  with a factory reconditioned unit.  The Company offers a standard one-year
warranty  which  covers  certain Silcon product parts.   This  warranty  can  be
extended   in  annual  increments  for  a  period  not  to  exceed  ten   years.
Additionally,  the  Company offers on-site service and preventative  maintenance
visits  for  Silcon systems.  The Company offers on-site service  through  APC's
service  department  and third party vendors as well as Trade-UPS  programs  for
customers to upgrade old APC or competitive units to new APC units.  The Company
offers  PowerAuditr, an on-site power quality consulting service which  analyzes
the  electrical infrastructure of a building to determine its suitability for  a
given business and to identify corrections to existing anomalies.

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

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 to businesses, home users, and SOHOs around the
world   through   a   variety  of  distribution  channels,  including   computer
distributors  and  dealers, value added resellers, mass  merchandisers,  catalog
merchandisers, E-commerce vendors and strategic partnerships.  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.  Additionally, the Company  sells
certain  select  products  directly  to  manufacturers  for  incorporation  into
products manufactured or packaged by them.

In  1998  and  1997,  one  customer accounted for  approximately  11%  and  10%,
respectively, of the Company's net sales.  In 1996, 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  distributors,
dealers, strategic partners and end users as well as developing new distribution
channels,  particularly in geographic and product application areas  into  which
the  Company  is  expanding.  The Company' 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 comprehensive product
and service solutions to their power management needs.

                                        4
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The  Company's  marketing activities include market research, product  planning,
trade  shows,  sales and pricing strategies, and product sales literature.   The
Company also utilizes direct marketing efforts domestically and internationally,
including  direct  mailings and print, online/Internet,  radio,  and  television
advertising, as well as exhibiting at computer trade shows.  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, but are not limited to,  toll-
free  phone assistance, online product and technical information, formal product
demonstrations, and reseller trainings.

Manufacturing, Quality Control, and Supply
The  Company's  manufacturing  operations are  located  in  the  United  States,
Ireland, the Philippines, China, Denmark, and Switzerland.  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 allow 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.

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 U.S. facilities as well as a majority of its international locations.

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, Galway, Ireland, and  at  two  of
its  facilities  in  the  Philippines.  Additionally, its Denmark  manufacturing
operation is certified at the ISO 9001 level.

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.  See also the Company's Year
2000  Readiness  Disclosure  Statement included in Management's  Discussion  and
Analysis  of  Financial Condition and Results of Operations in Item  7  of  this
Report.

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 with additional resources
located  in  Denmark.  Employees devoted to the improvement and  development  of
software products are located in the West Kingston, Rhode Island facility and in
St.   Louis,   Missouri,  at  the  Company's  subsidiary,  Systems   Enhancement
Corporation.  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 1998, the Company expanded its product offerings in the enterprise market
with the acquisition of Silcon, a leading manufacturer of three-phase UPSs up to
480  kVA.   (For  more information about this acquisition, see the "Acquisition"
section  included in Management's Discussion and Analysis of Financial Condition
and  Results of Operations in Item 7 of this Report.)  Implementation  of  APC's
enterprise power protection strategy began in 1997 with the introduction of  the
Symmetra  Power  Array, the first scalable and fault-tolerant  power  protection
system  for  multiple  servers, computer rooms, call  centers,  and  back-office
applications.  The Company also innovated its desktop line of UPSs during  1998,
revamping its Back-UPSr line and adding new features, including Universal Serial
Bus support, to select products in the Back-UPS Pror line.  Additional areas  of
development  included  new products for the internetworking  market;  additional
network  management  support  via new PowerChute and  PowerNetr  solutions;  and
customized hardware and software products for strategic partners.

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During  1997,  the Company's new product offerings included the  Symmetra  Power
Array,  its  first  entry  into  the above 5kVA market  segment.   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 included additions to the Company's  SurgeArrest
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 strategic 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  included web management capability  with  PowerChute  plus
software, a network-manageable power distribution unit, and MasterSwitch,  which
enables a network manager to control attached loads independent of each other.

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 many
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 less than ten global companies providing
a  full  range of UPS products and services worldwide.  The Company's  principal
competitors include Exide Electronics Group, Inc., a business unit of  BTR  PLC,
Best  Power,  a business unit of SPX Corp., Liebert Corporation, a  division  of
Emerson Electric Co., MGE UPS Systems, a privately held French company, Chloride
Power, a subsidiary of Chloride Group PLC, and Phoenixtec Power Company Ltd.,  a
publicly  held Taiwanese company.  The Company also competes with  a  number  of
other  U.S.  and non-U.S. based companies which offer power protection  products
similar  to  the  Company's  products.  Some of these competitors  have  greater
financial  and  other resources than 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
geographical   markets   of  interest.   The  Company's  primary   manufacturing
operations outside of the United States are located in Ireland, the Philippines,
China,  Denmark,  and  Switzerland.  For more information  about  the  Company's
recent  Denmark-based  acquisition, see the "Acquisition"  section  included  in
Management's  Discussion  and Analysis of Financial  Condition  and  Results  of
Operations  in  Item  7  of this Report.  The Company's  primary  sales  offices
outside  of  the  United States are located in Europe and the Far  East.   These
offices,  together with offices in other locations worldwide, provide sales  and
technical  support  to customers around the globe.  The Company  utilizes  third
party warehouses in Europe, the Far East, Canada, South Africa, and Uruguay  for
distribution into its international markets.

During   the   fourth  quarter  of  1998,  the  Company  began  establishing   a
manufacturing  operation in India.  The Company will be leasing a 42,000  square
foot  facility in Bangalore and expects to begin manufacturing selected products
at this facility during the second quarter of 1999.

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During  the  first  quarter  of  1998, the Company established  a  manufacturing
operation  in  China.  The Company is leasing a 50,000 square foot  facility  in
Suzhou  and  began manufacturing selected products at this facility  during  the
third quarter of 1998.

The Company's manufacturing facilities in the Philippines are operating within a
designated  economic zone which provides certain incentives,  primarily  in  the
form  of  tax  exemptions.   In  August 1998,  the  Company  purchased  a  third
manufacturing  facility in the Philippines for approximately $750,000,  financed
from  operating  cash.  The Philippines facilities manufacture certain  Back-UPS
and Smart-UPS products sold in the Company's domestic and international markets.

The   Company's   Galway  and  Castlebar,  Ireland  operations   are   providing
manufacturing  and  technical  support to service  the  Company's  international
customers.  The Company has agreements with the Industrial Development Authority
of  Ireland  ("IDA")  under which the Company receives grant  monies  for  costs
incurred for machinery, equipment, and building improvements for its Galway  and
Castlebar facilities equal to 40% and 60%, respectively, of such costs up  to  a
maximum of $13.1 million and $1.3 million, respectively.  Such grant monies  are
subject  to  the  Company  meeting  certain  employment  goals  and  maintaining
operations  in  Ireland until termination of the respective  agreements.   Under
separate  agreements with the IDA, the Company receives direct reimbursement  of
training  costs  at its Galway and Castlebar facilities for  up  to  $3,000  and
$12,500,  respectively,  per  new employee hired.   See  also  note  12  to  the
consolidated financial statements.

The   Company  continues  to  evaluate  international  manufacturing   expansion
including additional locations in the Far East and South America.

Financial Information About Foreign and Domestic Operations
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, 1998, the Company had approximately 5,443 full-time employees
worldwide,  approximately 2,173 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 18, 1999, the executive officers  of
the Company were as follows:

 Name                    Age  Positions
 Rodger B. Dowdell, Jr.   49  Chairman of the Board of Directors,
                              President, and Chief Executive
                              Officer
 Neil E. Rasmussen        44  Vice President, Chief Technical
                              Officer, and Director
 Edward W. Machala        44  Vice President, Operations and
                              Treasurer
 Donald M. Muir           42  Vice President, Finance and
                              Administration, and Chief Financial
                              Officer
 Emanuel E. Landsman      62  Vice President, Clerk, and Director
 David P. Vieau           48  Vice President, Worldwide Business
                              Development
 Aaron L. Davis           32  Vice President, Marketing and
                              Communications

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

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

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Edward  W.  Machala  joined  the  Company in January  1989  as  Vice  President,
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,  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, 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  principal properties are located in the United States,  Ireland,
Denmark, Switzerland, the Philippines, and China.  In addition, the Company owns
or  leases  sales  offices and other space at various locations  throughout  the
United  States and outside the United States.  The Company also owns  or  leases
such  machinery and equipment as are necessary in its operations.   In  general,
its properties are in good condition, are considered to be adequate for the uses
to  which they are being put, and are substantially in regular use.  The Company
continues   to   evaluate  international  manufacturing   expansion,   including
additional locations in the Far East and South America.

<TABLE>
<CAPTION>
 In square feet                Sales,                                                           
 Location of                Marketing &                                                         
 Principal Properties      Administration      Manufacturing          R&D       Warehouse         Total
<S>                        <C>                 <C>                   <C>        <C>             <C>  
 Owned
  United States                                                                                       
   Rhode Island                   136,000             86,000                       30,000       252,000
   Massachusetts                                                     69,000                      69,000
  Europe                                                                                              
   Ireland                         20,000            200,000                      130,000       350,000
   Denmark                         27,660             71,925         11,065                     110,650
  Far East                                                                                            
   Philippines                                       110,370                       38,031       148,401
 Leased                                                                                              
  United States                                                                                       
   Rhode Island                                      115,800                      417,200       533,000
   Florida                                            66,000                       85,000       151,000
   Missouri                        12,500              2,700         11,460         1,350        28,010
  Europe                                                                                              
   Switzerland                     14,120             19,380            540         8,610        42,650
  Far East                                                                                            
   China                                              50,000                                     50,000
</TABLE>

                                        8
<PAGE>
Item 3.  Legal Proceedings
The  information required under this section is included in note 9 of  Notes  to
Consolidated  Financial Statements in Item 8 of this Report and is  incorporated
herein by reference.

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 Exchange, Inc. 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 1998 and 1997.

<TABLE>
<CAPTION>
                                1998                                 1997
                        High               Low               High               Low
<S>                  <C>                <C>               <C>                <C>  
First Quarter        $30 3/8            $23 1/2           $31 1/2            $18 7/8
Second Quarter        34 3/8             27 1/8            24 1/2             15 1/4
Third Quarter         39 1/2             26 7/8            28 5/8             18 1/4
Fourth Quarter        49 9/16            29 3/4            34 3/8             22 1/8
</TABLE>

On  February 18, 1999, the closing sale price for the Company's Common Stock was
$37  7/8  per  share.  As of February 18, 1999, there were  approximately  2,025
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.

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.

<TABLE>
<CAPTION>
                                      1998          1997         1996         1995         1994
<S>                             <C>             <C>          <C>          <C>          <C>    
Net sales                       $1,125,835      $873,388     $706,877     $515,262     $378,295
Cost of goods sold                 621,073       476,060      407,902      284,500      189,954
Gross profit                       504,762       397,328      298,975      230,762      188,341
Costs and expenses                 300,293       225,890      165,185      127,057       82,692
Operating income                   204,469       171,438      133,790      103,705      105,649
Other income, net                   11,687         6,354        5,189          860        3,701
Earnings before income taxes and                                                                       
  minority interest                216,156       177,792      138,979      104,565      109,350
Income taxes                        68,231        56,004       46,558       35,029       38,075
Earnings before minority
  interest                         147,925       121,788       92,421       69,536       71,275
Minority interest, net                 349             -            -            -            -
Net income                        $147,576      $121,788      $92,421      $69,536      $71,275
Basic earnings per share             $1.55         $1.28         $.98         $.75         $.78
Basic weighted average                                                                                 
  shares outstanding                95,503        94,993       93,872       92,939       91,824
Diluted earnings per share           $1.52         $1.27         $.98         $.74         $.77
Diluted weighted average                                                                               
  shares outstanding                96,788        96,121       94,347       93,867       92,913
Total assets                      $871,983      $641,290     $504,002     $346,588     $265,163
Short-term debt                    $12,540             -            -            -            -
Long-term debt                           -             -            -            -            -
</TABLE>
                                        9
<PAGE>
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,
gross  profit,  marketing,  selling, general and  administrative  expenses,  R&D
expenses,  operating  income, other income, earnings  before  income  taxes  and
minority  interest, earnings before minority interest, and net income, expressed
as  a percentage of net sales, for the years ended December 31, 1998, 1997,  and
1996.

<TABLE>
<CAPTION>
                                       1998             1997             1996
<S>                                   <C>              <C>              <C>  
 Net sales                            100.0            100.0            100.0
 Cost of goods sold                    55.2             54.5             57.7
 Gross profit                          44.8             45.5             42.3
 Marketing, selling, general                                             
   & administrative expenses           23.1             23.3             21.3
 Research & development                 2.9              2.6              2.1
 Acquired research & development         .6                -                -
 Operating income                      18.2             19.6             18.9
 Other income, net                      1.0               .7               .8
 Earnings before income taxes 
   & minority interest                 19.2             20.3             19.7
 Earnings before minority interest     13.1             13.9             13.1
 Net income                            13.1             13.9             13.1
</TABLE>

Revenues
Net sales in fiscal year 1998 increased by 28.9% to $1,125.8 million from $873.4
million  in  fiscal  year  1997, which reflected a 23.6%  increase  from  $706.9
million  in  fiscal year 1996.  The increases from 1996 to 1998 are attributable
to  continued  strong  demand  for the Company's  uninterruptible  power  supply
products  ("UPS") and surge protection products, combined with $49.8 million  in
1998  net  sales attributable to Silcon (see "Acquisition" below).  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 11%, 8%,  and  7%,  of
1998, 1997 and 1996 net sales, respectively.

Foreign  sales  to unaffiliated customers, primarily in Europe,  the  Far  East,
Canada,  and South America, in fiscal year 1998 were $486.6 million or 43.2%  of
net  sales compared to $378.3 million or 43.3% of net sales in fiscal year  1997
and  $305.1 million or 43.2% of net sales in fiscal year 1996.  See also note  8
to the consolidated financial statements.

Cost of Goods Sold
Cost  of goods sold was $621.1 million or 55.2% of net sales in fiscal year 1998
compared  to  $476.1 million or 54.5% of net sales in fiscal year  1997.   Gross
margins  declined by approximately 70 basis points during 1998 from fiscal  year
1997.  Substantially all of the gross margin erosion was product mix related  as
the  Company's  high-power UPS business now accounts for a larger percentage  of
revenue.

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-UPS products manufactured in
the  Philippines,  the  favorable margin impact  of  a  higher-end  product  mix
resulting from strong growth in Smart-UPS 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.

                                       10
<PAGE>
Total  inventory  reserves at December 31, 1998 were $13.3 million  compared  to
$19.3  million at December 31, 1997.  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
Marketing,  selling,  general, and administrative (SG&A)  expenses  were  $260.2
million or 23.1% of net sales in 1998 compared to $203.5 million or 23.3% of net
sales  in  1997 and $150.4 million or 21.3% of net sales in 1996.  The increases
in  total spending in 1998 and 1997 were due primarily to costs associated  with
increased  staffing  and  operating expenses  of  selling,  administrative,  and
marketing functions, as well as increased advertising and promotional costs.

The allowance for bad debts was 7.9% of accounts receivable at December 31, 1998
compared  to  8.5%  at December 31, 1997.  The Company continues  to  experience
strong  collection  performance from its accounts  receivable  with  outstanding
balances  over  60  days  outstanding  representing  8.6%  and  6.6%  of   total
receivables  at  December  31,  1998  and  1997,  respectively.   Write-offs  of
uncollectible  accounts  represent less than 1% of net  sales.   A  majority  of
international customer balances are covered by receivables insurance.

R&D  expenditures for 1998, 1997 and 1996 were $32.6 million, $22.4 million, and
$14.8  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.  In addition, during 1998  the
Company  recorded non-recurring charges of $7.6 million for acquired  in-process
R&D in connection with its acquisition of Silcon (see "Acquisition" below).  The
Company  expects  its recurring R&D expenditures to remain at substantially  the
same level as a percentage of sales for the foreseeable future.

Other Income, Net and Income Taxes
Other  income  is  comprised  principally of interest  income,  which  increased
substantially  from  1996 to 1998 due to higher average cash balances  available
for investment during 1997 and 1998.

Excluding  1998  non-tax  deductible charges of $7.6 million  for  acquired  in-
process R&D (see "Acquisition" below), the Company's effective income tax  rates
were 30.5%, 31.5%, and 33.5% in 1998, 1997 and 1996, respectively.  The decrease
from  1996 to 1998 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, 1998 was $493.8 million  compared  to  $426.8
million  at December 31, 1997.  The Company's cash position decreased to  $219.9
million at December 31, 1998 from $270.1 million at December 31, 1997, primarily
due  to  the cash purchase of approximately 89% of the share capital  of  Silcon
(see "Acquisition" below).

Worldwide  inventories  were $228.7 million at December  31,  1998  compared  to
$104.2  million at December 31, 1997.  Inventories increased during 1998 due  to
increased  demand  and  increased sourcing from  the  Philippines  where  longer
transit  times  result in higher finished goods inventories, combined  with  $19
million of inventory purchased in the Silcon acquisition.

At  December  31,  1998,  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,  1998.   In  connection  with  the  acquisition  of  Silcon   (see
"Acquisition"  below), the Company acquired $24.8 million in  bank  indebtedness
with interest rates ranging from 4% to 8%.  The Company repaid $12.3 million  of

                                       11
<PAGE>
this  indebtedness  during  the  second  half  of  1998.   The  Company  had  no
significant  financial  commitments, other than those  required  in  the  normal
course of business, at December 31, 1998.

During 1998 and 1997, the Company's capital expenditures, net of capital grants,
amounted  to  approximately  $55.7  million  and  $37.2  million,  respectively,
consisting  primarily  of  manufacturing and  office  equipment,  buildings  and
improvements,  and  purchased software applications.  The nature  and  level  of
capital  spending  was  made  to improve manufacturing  capabilities,  establish
additional manufacturing capabilities in China, 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.  Substantially all of the  Company's  net
capital  expenditures were financed from available operating cash.  The  Company
had  no material capital commitments at December 31, 1998.  Capital expenditures
in 1999 are planned to grow in line with expected 1999 revenue growth, primarily
to support planned capacity expansions.

The  Company has agreements with the Industrial Development Authority of Ireland
("IDA")  under  which the Company receives grant monies for costs  incurred  for
machinery,  equipment, and building improvements for its  Galway  and  Castlebar
facilities equal to 40% and 60%, respectively, of such costs up to a maximum  of
$13.1 million and $1.3 million, respectively.  Such grant monies are subject  to
the  Company  meeting  certain employment goals and  maintaining  operations  in
Ireland   until  termination  of  the  respective  agreements.   Under  separate
agreements  with the IDA, the Company receives direct reimbursement of  training
costs  at  its  Galway  and Castlebar facilities for up to $3,000  and  $12,500,
respectively,  per  new employee hired.  See also note 12  to  the  consolidated
financial statements.

During   the   fourth  quarter  of  1998,  the  Company  began  establishing   a
manufacturing  operation in India.  The Company will be leasing a 42,000  square
foot  facility in Bangalore and expects to begin manufacturing selected products
at this facility during the second quarter of 1999.

During  the  first  quarter  of  1998, the Company established  a  manufacturing
operation  in  China.  The Company is leasing a 50,000 square foot  facility  in
Suzhou  and  began manufacturing selected products at this facility  during  the
third  quarter  of  1998.   Capital expenditures for the  China  expansion  were
financed from operating cash.

The  Company's manufacturing operation in the Philippines is operating within  a
designated  economic zone which provides certain economic incentives,  primarily
in  the  form of tax exemptions.  In August 1998, the Company purchased a  third
manufacturing  facility in the Philippines for approximately $750,000,  financed
from  operating cash.  The Philippines facilities currently manufacture  certain
Back-UPS and Smart-UPS products sold in the Company's domestic and international
markets.

The   Company  continues  to  evaluate  international  manufacturing  expansion,
including additional locations in the Far East and South America.

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 of Silcon A/S
Early  in  the  second quarter of 1998, the Company entered  into  a  definitive
agreement with the principal management shareholders of Silcon A/S ("Silcon") to
acquire stock of Silcon, a Denmark-based manufacturer of three-phase UPSs up  to
480  kilo volt-amps ("kVA"), and the Company commenced a tender offer for Silcon
shares.   In  June  1998, the initial tender offer and purchase  of  stock  from
principal management shareholders was completed enabling the Company to  operate
Silcon  as  a  majority-owned subsidiary.  During the second half of  1998,  the
Company  increased  its ownership percentage to 89%.  The  Company's  1998  cash
outlays  associated with the acquisition aggregating $64 million  were  financed
from  operating cash.  In January 1999, the Company attained ownership  of  more
than  90%  of the share capital of Silcon through open market purchases financed
from operating cash and commenced a mandatory redemption of the remaining Silcon
shares.    Through  this  mandatory  share  redemption  process,   the   Company

                                       12
<PAGE>
anticipates  that it will complete its acquisition of the remaining  outstanding
shares  of  Silcon  during  the second half of 1999.   In  connection  with  the
mandatory  redemption, the Copenhagen Stock Exchange has approved the de-listing
of Silcon's shares effective March 1, 1999.

The purchase price was allocated to the net tangible and identifiable intangible
assets  acquired and to acquired in-process R&D ("acquired R&D").  Acquired  R&D
includes  the value of products in the development stage that are not considered
to  have  reached technological feasibility and that have no alternative  future
uses.  The acquired R&D effort related to several technologies for products that
Silcon was developing for which the Company intends to complete development.  At
the  valuation date, none of these products had demonstrated their technological
or  commercial feasibility.  Significant risk exists since the Company is unable
to predict with certainty the obstacles it may encounter in the form of time and
cost  necessary  to  produce technologically feasible  products.   Should  these
proposed  products  fail  to  become viable, the in-process  technology  has  no
alternative use and it is unlikely that the Company would be able to realize any
value  from  the  sale  of the technology to another party.   The  Company  used
professional  consultants to assess and allocate values  to  the  acquired  R&D,
which  were  determined  by  estimating the contribution  of  the  acquired  R&D
technology to developing commercially viable products, estimating the  resulting
net cash flows from the expected sales of such products, and discounting the net
cash  flows  to  their present value using a risk-adjusted discount  rate.   The
Company  believes that the assumptions used in the forecasts were reasonable  at
the  time  of  the  acquisition.  No assurance can be given, however,  that  the
underlying  assumptions  used to estimate expected  product  sales,  development
costs,  or profitability will transpire as estimated.  For these reasons, actual
results may vary from the projected results.

In  accordance with applicable accounting rules, acquired R&D is required to  be
expensed.   Accordingly, $7.6 million of the acquisition cost  was  expensed  in
1998.  The remaining purchase price exceeded the fair value of the tangible  net
assets  acquired  by  approximately  $47  million,  consisting  of  identifiable
intangible  assets  and goodwill, which is being amortized  on  a  straight-line
basis over 15 years.  The acquisition has been accounted for as a purchase  and,
accordingly,  Silcon's  results  of operations are  included  in  the  Company's
consolidated financial statements from the date of acquisition.

Foreign Currency Activity
The  Company invoices its customers in Denmark, France, Germany, Great  Britain,
Switzerland,  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  1998,  1997  and
1996.

At   December  31,  1998,  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                         21,442                  $12,762
 British Pounds                        6,063                   10,062
 French Francs                        48,679                    8,662
 Swiss Francs                          7,821                    5,666
 Danish Kroner                        23,000                    3,594
 Japanese Yen                      1,086,192                    9,528
</TABLE>

The  Company  also  had  non-trade  receivables  of  3.9  million  Irish  Pounds
(approximately  US$5.8 million), as well as Irish Pound denominated  liabilities
of  3.9 million (approximately US$5.8 million).  The Company also had short term
debt  and  liabilities  denominated in various European  currencies  of  US$42.8
million, as well as Yen denominated liabilities of approximately US$1.6 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

                                       13
<PAGE>
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 ("SFAS") No. 133, Accounting for Derivative Instruments and
Hedging  Activities,  which establishes accounting and reporting  standards  for
derivative  instruments,  including certain derivative instruments  embedded  in
other  contracts  (collectively  referred to as derivatives),  and  for  hedging
activities.  This Statement is effective for all fiscal quarters of fiscal years
beginning  after June 15, 1999.  The adoption of this Statement is not  expected
to  have  a material impact on the Company's consolidated financial position  or
results of operations.

The AICPA Accounting Standards Executive Committee recently issued Statement  of
Position  ("SOP") 98-1, Accounting for the Costs of Computer Software  Developed
or  Obtained for Internal Use.  This SOP requires that certain costs related  to
the  development  or  purchase  of  internal-use  software  be  capitalized  and
amortized  over the estimated useful life of the software, and is effective  for
fiscal  years  beginning after December 15, 1998.  The SOP  also  requires  that
costs    related    to    the    preliminary    project    stage    and     post
implementation/operations stage in an internal-use computer software development
project  be  expensed as incurred.  The adoption of this SOP is not expected  to
have  a  material  impact on the Company's consolidated  financial  position  or
results of operations.

The  AICPA  Accounting Standards Executive Committee recently issued  SOP  98-5,
Reporting  on  the Costs of Start-Up Activities.  This SOP requires  that  costs
incurred  during start-up activities, including organization costs, be  expensed
as  incurred,  and  is effective for fiscal years beginning after  December  15,
1998.   The  adoption of this SOP is expected to have no impact on the Company's
consolidated financial position or results of operations.

Year 2000 Readiness Disclosure Statement
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  fully
operational.   During 1998, the Company commenced a year 2000 readiness  program
to  assess  the  impact of the year 2000 issue on the Company's  operations  and
address  necessary remediation.  A year 2000 program director reporting directly
to senior management has been assigned to this project.

Assessment of the Company's Products for Year 2000 Compliance
All  of the Company's hardware products and accessories are year 2000 compliant,
meaning  that  they  have  been tested to verify  that  where  date  fields  are
processed,  dates  are calculated and displayed accurately, and  that  scheduled
events  such as shutdowns, self-tests, and run-time calibrations, and  also  the
handling  of unscheduled events, such as power failures, are unaffected  by  the
millenium  and  century  change; provided that all other  third  party  products
(e.g.,  software,  firmware, operating systems, and hardware) properly  exchange
date  data with the Company product and provided also that the Company  products
are  used  in  accordance  with  the product documentation.   In  addition,  the
Company's  year 2000 compliant products recognize the year 2000 as a leap  year.
The  Company  has  also tested its software products and determined  that  these
products  are  substantially year 2000 compliant, and  the  Company  intends  to
resolve  any  remaining  year 2000 issues before the  beginning  of  the  fourth
quarter  of 1999.  Periodically updated information about the Company's software
products  is available at the Company's Year 2000 Readiness Disclosure Web  site
(www.APCC.com).  Information on this site is provided to the Company's customers
for  the sole purpose of assisting in planning for transition to the year  2000.
Such information is the most currently available concerning the behavior of  the
Company's products in the next century and is provided "as is" without  warranty
of  any  kind.   In addition, to the extent the Company's hardware and  software
products  are  combined  with  the  hardware  and  software  products  of  other
companies,  there can be no assurance that users of the Company's products  will
not  experience  year  2000  problems as a result  of  the  combination  of  the
Company's  hardware and software products with non-compliant products  of  other
companies.   The Company currently does not anticipate material expenditures  to
remedy any year 2000 issues with its products and services.

Assessment of the Company's Information Technology ("IT") and Non-IT Systems for
Year 2000 Compliance
The  Company  is  currently  in the process of evaluating  its  IT  systems  for
compliance.   The  Company's  Oracle  manufacturing  and  financial  information
systems  were implemented during 1998.  The Company is evaluating the year  2000

                                       14
<PAGE>
compliance  of  these  systems in accordance with Oracle's recommendations.   At
December  31,  1998,  the  Company had completed its  initial  installation  and
testing  of  software patches available from Oracle.  The Company  is  currently
continuing  to  install  and test additional software  patches  as  they  become
available  from  Oracle.  The Company does not consider  the  cost  of  the  new
hardware and software for the Oracle implementations to be related to year  2000
readiness  as  these  system replacements were already planned  to  satisfy  the
demands of expansion of its worldwide operations and were not accelerated due to
year  2000  issues.  The Company is also currently in the process of  evaluating
its  non-IT  systems for compliance.  Additionally, the Company  utilizes  other
third  party  software and equipment to distribute its products as  well  as  to
operate  other aspects of its business.  The Company is reviewing such  software
and  equipment.  The Company's review process is expected to be completed before
the  beginning  of the fourth quarter of 1999.  There can be no  assurance  that
such  software and equipment is year 2000 compliant, that non-compliant software
and  equipment will be made compliant on a timely basis, or that any  such  non-
compliant software and equipment would not have a material adverse effect on the
Company's systems and operations.

Evaluation  of Third Parties with which the Company has a Material Relationship,
including Key Suppliers, Service Providers, and Strategic Partners
The  Company's  year  2000  readiness program includes identifying  these  third
parties  and  determining, based on receipt of written verification,  review  of
publicly  available financial statement disclosures, and other means, that  such
third  parties are either in compliance or expect to be in compliance  prior  to
January 1, 2000.  The Company is currently in the process of communicating  with
its  significant  vendors,  service providers, and certain  strategic  partners.
Many  enterprises, including the Company's present and potential customers,  may
be  devoting  a  substantial portion of their information  systems  spending  to
resolving  year  2000 issues, which may result in their spending being  diverted
from applications such as the Company's products, over the next two years.

Development of Contingency Plans
The  Company is currently not in a position to determine what would be its  most
reasonably  likely worst case year 2000 scenario or any plan for  handling  such
scenario.  To date, the Company has not completed a formal contingency plan  for
non-compliance, however to the extent that further evaluation of  its  products,
its  IT and non-IT systems, or information obtained from the third parties  with
which  it has a material relationship suggests that there is a significant risk,
contingency  plans will be implemented.  Such contingency plans may include  the
development  of alternative sources for the product or service provided  by  any
non-compliant vendor.

It is the Company's policy to expense as incurred all costs associated with year
2000  readiness.  The Company has developed a separate budget for operating  and
capital  expenditures  relating year 2000 issues.   No  IT  projects  have  been
deferred  due  to year 2000 efforts.  Although the Company is not  yet  able  to
estimate  its  total  incremental  cost for  year  2000  issues,  based  on  its
preliminary review to date, the Company does not believe that the costs of  year
2000  issues  will  have  a material adverse effect on the  Company's  business,
operating  results,  or  financial condition.  Although the  Company  is  taking
measures  to address the impact, if any, of year 2000 issues, it cannot  predict
the  outcome  or  success  of its year 2000 readiness program,  or  whether  the
failure of third party systems or equipment to operate properly in the year 2000
will  have  a  material  adverse effect upon the Company's  business,  operating
results,  or  financial condition, or require the Company to incur unanticipated
material expenses to remedy any year 2000 issue.

The  foregoing discussion regarding the Company's year 2000 readiness  program's
implementation,  effectiveness,  and cost, contains  forward-looking  statements
which  are  based  on  management's expectations, determined  utilizing  certain
assumptions  of  future  events,  including third  party  compliance  and  other
factors.   However,  there can be no guarantee that these expectations  will  be
realized,   and  actual  results  could  differ  materially  from   management's
expectations.   Specific  factors  that might cause  such  material  differences
include, but are not limited to, the availability and cost of personnel  trained
in this area and other similar uncertainties, and the remediation success of the
Company's suppliers, service providers, and strategic partners.

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

                                       15
<PAGE>
"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 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  1999.
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 less than ten global companies providing
a full range of UPS products and services worldwide.  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
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,  or
financial condition.

Year 2000 Issues
Although the Company is taking measures to address the impact, if any,  of  year
2000 issues, it cannot predict the outcome or success of its year 2000 readiness
program,  or whether the failure of third party systems or equipment to  operate
properly in the year 2000 will have a material adverse effect upon the Company's
business,  operating results, or financial condition, or require the Company  to
incur  unanticipated material expenses to remedy any year 2000 issue.  See  also
the Company's Year 2000 Readiness Disclosure Statement above.

                                       16
<PAGE>
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,  or
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 43.2%,  43.3%,  and  43.2%  of  the
Company's  net  sales  in  1998,  1997, and  1996,  respectively.   The  Company
anticipates  that international sales will continue to account for a significant
portion  of  revenue.   The Company invoices its customers in  Denmark,  France,
Germany,  Great  Britain,  Switzerland, 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
upon  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  or determined, there can be  no  assurance  that  the
necessary  licenses would be available on acceptable terms, if at all,  or  that
the Company would prevail in any such challenge.

Integration of Acquired Businesses
The  Company  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

                                       17
<PAGE>
adversely  affect  the  Company's  business,  operating  results,  or  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.   For  information  on  the
Company's  recent  acquisition of Silcon, see the "Acquisition"  section  above.
The  Company's determination of acquired R&D in connection with this acquisition
is subject to review and revaluation by the Securities and Exchange Commission.

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 1999.  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.

Uncertainty Regarding the Litigation Process
The  Company has been, is, and/or may in the future become, involved in material
litigation  involving  the  Company,  its  products  or  its  operations.    The
litigation  process  is  uncertain  and includes  the  risk  of  an  unexpected,
unfavorable  result and there can be no assurance that the Company will  not  be
materially adversely impacted by any such litigation.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
The  Company,  in  the  normal course of business, is exposed  to  market  risks
relating  to  fluctuations in foreign currency exchange rates.  The  information
required  under  this section related to such risks is included in  the  Foreign
Currency  Activity section of Management's Discussion and Analysis of  Financial
Condition and Results of Operations in Item 7 of this Report and is incorporated
herein by reference.

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

AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1997
In thousands




ASSETS
<TABLE>
<CAPTION>
                                                                          1998                  1997
<S>                                                                   <C>                   <C>
Current assets:                                                                                     
Cash and cash equivalents                                             $219,908              $270,134
Accounts receivable, less allowance for doubtful accounts                                           
  of $15,471 in 1998 and $12,230 in 1997 (Note 2)                      180,356               131,115
Inventories (Note 3)                                                   228,682               104,171
Prepaid expenses and other current assets                               17,801                13,305
Deferred income taxes (Note 5)                                          28,498                21,571
                                                                                                    
     Total current assets                                              675,245               540,296
                                                                                                    
Property, plant, and equipment:                                                                     
Land, buildings, and improvements                                       51,735                31,143
Machinery and equipment                                                125,274                80,091
Office equipment, furniture, and fixtures                               44,955                31,431
Purchased software                                                      11,505                 9,584
                                                                                                    
                                                                       233,469               152,249
                                                                                                    
Less accumulated depreciation and amortization                          85,205                52,631
                                                                                                    
     Net property, plant, and equipment                                148,264                99,618
                                                                                                    
Goodwill and other intangibles                                          45,837                     -
                                                                                                    
Other assets                                                             2,637                 1,376
                                                                                                    
     Total assets                                                     $871,983              $641,290
</TABLE>
                                                                         









See accompanying notes to consolidated financial statements.

                                       19
<PAGE>




AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1997
In thousands




LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                          1998                   1997
<S>                                                                    <C>                   <C> 
Current liabilities:                                                                                 
Short term debt (Note 4)                                               $12,540               $      -
Accounts payable                                                        75,190                 37,068
Accrued expenses                                                        28,560                 16,334
Accrued compensation                                                    22,130                 16,476
Accrued sales and marketing programs                                    17,824                 15,965
Accrued retirement contributions                                         2,469                  7,446
Income taxes payable                                                    22,753                 20,241
                                                                                                     
     Total current liabilities                                         181,466                113,530
                                                                                                     
Deferred tax liability (Note 5)                                          7,500                  6,006
                                                                                                     
     Total liabilities                                                 188,966                119,536
                                                                                                     
Minority interest                                                        1,725                      -
                                                                                                     
Shareholders' equity (Notes 6 and 7):                                                                
Common stock, $.01 par value;                                                                        
  authorized 200,000 shares in 1998 and 1997;                                                        
  issued 95,973 in 1998 and 95,383 in 1997                                 960                    954
Additional paid-in capital                                              67,080                 55,626
Retained earnings                                                      614,301                466,725
Treasury stock, 125 shares, at cost                                     (1,551)                (1,551)
Accumulated other comprehensive income                                     502                      -
                                                                                                     
                                                                                                     
     Total shareholders' equity                                        681,292                521,754
                                                                                                     
COMMITMENTS AND CONTINGENCIES                                                                        
  (Notes 9, 11 and 12)
                                                                                                     
OTHER INFORMATION (Notes 4 and 10)                                                                   
                                                                                                     
     Total liabilities and shareholders' equity                       $871,983               $641,290
</TABLE>


See accompanying notes to consolidated financial statements.

                                       20
<PAGE>

AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31, 1998, 1997 and 1996
In thousands except per share amounts


<TABLE>
<CAPTION>
                                                                1998            1997            1996
<S>                                                       <C>               <C>             <C>                                    
Net sales (Note 8)                                        $1,125,835        $873,388        $706,877
Cost of goods sold                                           621,073         476,060         407,902
                                                                                                    
Gross profit                                                 504,762         397,328         298,975
                                                                                                    
Costs and expenses:                                                                                 
Marketing, selling, general, and administrative              260,176         203,469         150,401
expenses
Research and development                                      32,563          22,421          14,784
Acquired research and development                              7,554               -               -
                                                                                                    
Total operating expenses                                     300,293         225,890         165,185
                                                                                                    
Operating income                                             204,469         171,438         133,790
                                                                                                    
Other income, net                                             11,687           6,354           5,189
                                                                                                    
Earnings before income taxes and minority interest           216,156         177,792         138,979
                                                                                                    
Income taxes (Note 5)                                         68,231          56,004          46,558
                                                                                                    
Earnings before minority interest                            147,925         121,788          92,421
                                                                                                    
Minority interest, net                                           349               -               -
                                                                                                    
Net income                                                  $147,576        $121,788         $92,421
                                                                                                    
Basic earnings per share (Note 1)                              $1.55           $1.28            $.98
Basic weighted average shares outstanding                     95,503          94,993          93,872
                                                                                                    
Diluted earnings per share (Note 1)                            $1.52           $1.27            $.98
Diluted weighted average shares outstanding                   96,788          96,121          94,347
</TABLE>






See accompanying notes to consolidated financial statements.

                                       21
<PAGE>

AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Years ended December 31, 1998, 1997 and 1996
In thousands

<TABLE>
<CAPTION>
                                                                                  Accumulated      
                            $.01 Par,     Additional             Treasury Stock,     Other
                           Common Stock     Paid-in  Retained        at Cost      Comprehensive
                          Shares   Amount   Capital  Earnings   Shares     Amount     Income        Total
<S>                       <C>      <C>      <C>      <C>        <C>        <C>     <C>            <C>                
Balances at                                                                                              
 December 31, 1995        93,271    $933    $37,123  $251,710        -         $-         $-     $289,766
Net income                                             92,421                                      92,421
Comprehensive income                                                                               92,421
Exercises of stock options   576       6      2,900                                                 2,906
Tax effect of exercises                                                                                  
 of stock options                             1,430                                                 1,430
Shares issued to Employee                                                                                
 Stock Ownership Plan        570       5      6,921                                                 6,926
Purchases of common stock                                         (125)    (1,551)                 (1,551)
Balances at                                                                                               
 December 31, 1996                                                                                 
 as previously reported   94,417     944     48,374   344,131     (125)    (1,551)         -      391,898
Adjustment for immaterial                                                                                
 pooling-of-interests        480       5                  806                                         811
Balances at                                                                                               
 December 31, 1996                                                                                 
 as adjusted              94,897     949     48,374   344,937     (125)    (1,551)         -      392,709
Net income                                            121,788                                     121,788
Comprehensive income                                                                              121,788
Exercises of stock options   348       4      3,228                                                 3,232
Tax effect of exercises                                                                                  
 of stock options                               765                                                   765
Shares issued to Employee                                                                                
 Stock Ownership Plan        138       1      3,259                                                 3,260
Balances at                                                                                               
 December 31, 1997        95,383     954     55,626   466,725     (125)    (1,551)         -      521,754
Net income                                            147,576                                     147,576
Foreign currency                                                                                         
 translation adjustment                                                                  502          502
Comprehensive income                                                                              148,078
Exercises of stock options   553       6      8,475                                                 8,481
Tax effect of exercises                                                                                  
 of stock options                             2,082                                                 2,082
Shares issued to Employee                                                                                
 Stock Purchase Plan          37                897                                                   897
Balances at                                                                                               
 December 31, 1998        95,973    $960    $67,080  $614,301     (125)   $(1,551)      $502     $681,292
</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, 1998, 1997 and 1996
In thousands
<TABLE>
<CAPTION>
                                                                1998            1997            1996
<S>                                                         <C>             <C>              <C>    
Cash flows from operating activities                                                                
Net income                                                  $147,576        $121,788         $92,421
Adjustments to reconcile net income to net cash                                                     
 provided by operating activities:                                                                   
Depreciation and amortization                                 22,951          17,716          13,511
Provision for doubtful accounts                                6,593           4,834           4,291
Deferred income taxes                                         (5,967)         (1,061)         (8,080)
Acquired research and development                              7,554               -               -
Changes in operating assets and liabilities                                                                                
 excluding effects of acquisitions:                                                                  
  Accounts receivable                                        (36,321)        (26,821)        (41,636)
  Inventories                                               (105,327)         26,631          17,098
  Prepaid expenses and other current assets                   (4,151)         (2,372)         (2,332)
  Other assets                                                  (536)            644            (186)
  Accounts payable                                            23,550          (4,999)         15,180
  Accrued expenses                                             6,395           2,721           6,785
  Accrued compensation                                         5,654           4,256           5,745
  Accrued sales and marketing programs                         1,859            (395)          9,580
  Accrued retirement contributions                            (4,977)          1,143           1,612
  Income taxes payable                                         3,138           3,425          16,929
Other, net                                                      (409)              -               -
Net cash provided by operating activities                     67,582         147,510         130,918
                                                                                                    
Cash flows from investing activities                                                                
Capital expenditures, net of capital grants                  (55,654)        (37,208)        (25,005)
Acquisitions                                                 (62,424)            101               -
Sale of assets                                                 3,200               -               -
Net cash used in investing activities                       (114,878)        (37,107)        (25,005)
                                                                                                    
Cash flows from financing activities                                                                
Repayment of short term debt                                 (12,308)              -               -
Proceeds from issuances of common stock                        9,378           6,497           9,832
Purchases of common stock                                          -               -          (1,551)
Net cash provided by (used in) financing activities           (2,930)          6,497           8,281
                                                                                                    
Net change in cash and cash equivalents                      (50,226)        116,900         114,194
Cash and cash equivalents at beginning of year               270,134         153,234          39,040
Cash and cash equivalents at end of year                    $219,908        $270,134        $153,234
                                                                                                     
Supplemental cash flow disclosures                                                                  
Cash paid during the year for:                                                                      
Income taxes (net of tax refunds)                            $65,109         $48,563         $37,219
Details of acquisitions:                                                                            
 Fair value of assets                                       $113,177         $     -           $   -
 Liabilities and minority interest                           (48,793)              -               -
 Cash paid                                                    64,384               -               -
 Cash acquired                                                (1,960)           (101)              -
 Acquisitions                                                $62,424         $  (101)           $  -
</TABLE>

NON-CASH TRANSACTIONS: In 1998, 1997 and 1996, the tax effect of the exercise of
stock options resulted in increases to additional paid-in capital and reductions
to income taxes payable of $2,082, $765, and $1,430, respectively.

See accompanying notes to consolidated financial statements.

                                       23
<PAGE>

AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 1998, 1997 and 1996

1.   Summary of Significant Accounting Policies

Nature of Business
American  Power  Conversion  Corporation and its  subsidiaries  (the  "Company")
designs,  develops,  manufactures, and markets power protection  and  management
solutions  for  computer and electronic applications worldwide.   The  Company's
solutions  include  uninterruptible power supply  products  ("UPS"),  electrical
surge  protection  devices,  power conditioning products,  associated  software,
services,   and  accessories.   These  solutions  are  for  use  with  sensitive
electronic  devices  which  rely on electric utility power  including,  but  not
limited  to,  home  electronics, personal computers  ("PCs"),  high  performance
workstations,  servers,  networking  equipment,  telecommunications   equipment,
internetworking  equipment,  datacenters, mainframe computers,  and  facilities.
The Company's principal markets are in North America, Europe, and the Far East.

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

Cash and Cash Equivalents
Cash  and  cash  equivalents consists of funds on deposit, money market  savings
accounts,  and  short-term commercial paper with original  maturities  of  three
months or less.

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

Goodwill and Other Intangibles
Goodwill and other intangibles represents the excess of cost over the fair value
of  the net tangible assets of businesses acquired and is being amortized  on  a
straight-line  basis  over 15 years.  Periodically, the  Company  evaluates  the
recovery  of goodwill to assure that changes in facts and circumstances  do  not
suggest that recoverability has been impaired.  This analysis relies on a number
of  factors,  including  operating results, business  plans,  budgets,  economic
projections, and changes in management's strategic direction or market emphasis.
In management's opinion, no impairment exists at December 31, 1998.

                                      24
<PAGE>
Research and Development
Expenditures for R&D are expensed in the year incurred.

Warranties
The  Company offers limited two-year and one-year warranties.  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 up to 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  ProtectNet line of data line surge suppressors feature a  "Double-Up"
Supplemental  Equipment  Protection Policy, under which  the  total  recoverable
limit under the Equipment Protection Policy is doubled, up to $50,000 (U.S.  and
Canada only).  The Company has experienced satisfactory field operating results,
and  warranty  costs incurred to date have not had a significant impact  on  the
Company's results of operations.

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 $180  million
at  December  31,  1998.  The Company plans to reinvest all  such  earnings  for
future  expansion.  If such earnings were distributed, taxes would be  increased
by approximately $48 million.

Earnings per Share
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.
<TABLE>
<CAPTION>
                                                    1998       1997      1996
  <S>                                             <C>        <C>       <C>
  Basic weighted average shares outstanding       95,503     94,993    93,872
  Net effect of dilutive potential common shares                          
   outstanding based on the treasury stock                                    
   method using the average market price           1,285      1,128       475
  Diluted weighted average shares outstanding     96,788     96,121    94,347
</TABLE>

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,
1998,   1997,   and  1996  were  approximately  248,000,  83,000,  and   68,000,
respectively.

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

Advertising Costs
Advertising costs are expensed as incurred and reported in selling, general, and
administrative expenses in the accompanying consolidated statements  of  income.
Such  costs  of  advertising, advertising production,  trade  shows,  and  other
activities   are  designed  to  enhance  demand  for  the  Company's   products.
Advertising costs were $67.4 million in 1998, $59.9 million in 1997,  and  $36.3
million in 1996.  There are no capitalized advertising costs in the accompanying
consolidated balance sheets.

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                         1998              1997
    <S>                             <C>               <C>
    Raw materials                   $  87,975         $  61,430
    Work in process                     9,328             3,731
    Finished goods                    131,379            39,010
                                     $228,682          $104,171
</TABLE>

4.   Revolving Credit Agreements and Short Term Debt

At  December  31,  1998,  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, 1998.  In connection with the acquisition of Silcon,  the  Company
acquired $24.8 million in bank indebtedness with interest rates ranging from  4%
to  8%.  The Company repaid $12.3 million of this indebtedness during the second
half of 1998.

                                       26
<PAGE>
5.   Income Taxes

Total  federal,  state and foreign income tax expense (benefit) from  continuing
operations for the years ended December 31, 1998, 1997, and 1996 consists of the
following:

<TABLE>
<CAPTION>
    In thousands        Current         Deferred           Total
    <S>                 <C>             <C>              <C>
    1998:                                                                   
    Federal             $58,294         ($4,188)         $54,106
    State                 4,707            (785)           3,922
    Foreign              11,197            (994)          10,203
                        $74,198         ($5,967)         $68,231
    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
</TABLE>

Income  tax  expense  attributable to continuing operations  amounted  to  $68.2
million  in  1998, $56.0 million in 1997, and $46.6 million in 1996,  (effective
rates  of 31.6%, 31.5%, and 33.5%, respectively).  The actual expense for  1998,
1997, and 1996 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                                                1998            1997             1996
    <S>                                                      <C>             <C>              <C>       
    Computed "expected" tax expense                          $75,655         $62,227          $48,643
    State income taxes, net of federal income tax benefit      2,549           4,445            3,900
    Foreign earnings taxed at rates lower than U.S.                                                  
      statutory rate (principally Ireland)                   (12,676)        (10,727)          (4,520)
    Foreign sales corporation                                 (2,729)         (1,603)          (1,475)
    Acquired R&D                                               3,094               -                -
    Other                                                      2,338           1,662               10
                                                             $68,231         $56,004          $46,558
</TABLE>

The  domestic and foreign components of earnings before income taxes were $162.0
million  and  $54.2  million, respectively, for 1998, $121.0 million  and  $56.8
million,   respectively,  for  1997,  and  $94.8  million  and  $44.2   million,
respectively,  for 1996.  Total income tax expense for the years ended  December
31, 1998, 1997 and 1996 was allocated as follows:

<TABLE>
<CAPTION>
    In thousands                                            1998            1997            1996
    <S>                                                  <C>             <C>             <C>
    Income from continuing operations                    $68,231         $56,004         $46,558
    Shareholders' equity, for compensation expense                                                          
     for tax purposes in excess of amounts recognized                                                    
     for financial statement purposes                     (2,082)           (765)         (1,430)
                                                         $66,149         $55,239         $45,128
</TABLE>

At December 31, 1998 and 1997, 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:

                                       27
<PAGE>

<TABLE>
<CAPTION>
    In thousands                                                     1998                    1997
    <S>                                                          <C>                     <C>
    Deferred tax liabilities                                                                     
     Excess of tax over financial statement depreciation         $  5,605                $  5,736
     Other                                                          1,895                     270
     Total deferred tax liabilities                                 7,500                   6,006
    Deferred tax assets                                                                      
     Allowance for doubtful accounts                                4,441                   3,702
     Additional costs inventoried for tax purposes                  1,050                      22
     Intercompany inventory profits                                 4,521                   2,983
     Allowances for sales and marketing programs                    6,517                   6,005
     Inventory obsolescence reserve                                 3,865                   4,569
     Accrual for compensation and compensated absences              1,672                   1,039
     Reserve for warranty costs                                     1,024                     761
     Deferred revenue                                               2,356                   1,913
     Other                                                          3,052                     577
     Total gross deferred tax assets                               28,498                  21,571
     Less valuation allowance                                           -                       -
     Net deferred tax assets                                       28,498                  21,571
     Net deferred income taxes                                    $20,998                 $15,565
</TABLE>

In  assessing  the  realizability of deferred tax assets, the Company  considers
whether it is more likely than not that some portion or all of the deferred  tax
assets  will  not be realized.  Due to the fact that the Company has  sufficient
taxable income in the federal carryback period and anticipates sufficient future
taxable  income  over the periods which the deferred tax assets are  deductible,
the  ultimate  realization  of deferred tax assets for  federal  and  state  tax
purposes  appears  more likely than not.  The U.S. federal  taxable  income  for
1997,  1996 and 1995 was approximately $111.6 million, $98.3 million, and  $82.8
million, respectively.

6.   Stock Plans

Stock Option Plans
At  December  31,  1998,  the Company had four stock  option  plans,  which  are
described  below.   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                    1998            1997            1996
 <S>                                <C>                    <C>             <C>             <C>                  
 Net income                         As reported            $147,576        $121,788        $ 92,421
                                    Pro forma               132,296         116,370          91,228
                                                                                       
 Basic earnings per share           As reported               $1.55           $1.28            $.98
                                    Pro forma                  1.39            1.23             .97
                                                                                                   
 Diluted earnings per share         As reported               $1.52           $1.27            $.98
                                    Pro forma                  1.37            1.22             .97
</TABLE>
                                       28
<PAGE>
The pro forma effect on net income for 1998, 1997 and 1996 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 1998,  1997
and 1996 was $17.67, $11.19, and $5.13, 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
1998, 1997 and 1996:

<TABLE>
<CAPTION>
                                           1998                 1997                 1996
 <S>                                      <C>                  <C>                  <C>                                             
 Expected volatility                        57%                  57%                  56%
 Dividend yield                              -                    -                    -
 Risk-free interest rate                   5.5%                 6.3%                 6.6%
 Expected life                            5 years              5 years              5 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.

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 February 12, 1998 for 10,000 shares at  an  exercise
price of $27.00, 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  2008.

                                       29
<PAGE>
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,
1998,  1997  and  1996, and changes during the years ending on  those  dates  is
presented below:

<TABLE>
<CAPTION>
Shares in thousands                1998                      1997                      1996
                                        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          3,009        $15.62        1,609        $10.04       1,947        $  8.59
Granted                     2,399         33.02        1,939         18.78         461           9.68
Exercised                    (472)        13.23         (348)         9.29        (576)          5.05
Terminated                   (156)        22.33         (191)        12.03        (223)          9.17
Outstanding                                                                                  
 at end of year             4,780         24.45        3,009         15.62       1,609          10.04
Exercisable                                                                                  
 at end of year               677                        397                       556          
Shares reserved                                                                              
 at end of year             6,768                      7,240                     2,837        
</TABLE>

The following table summarizes information about stock options outstanding at
December 31, 1998:

<TABLE>
<CAPTION>
Shares in thousands                      Options Outstanding                  Options Exercisable
                                              Weighted                                         
                                              Average         Weighted                     Weighted
                                             Remaining        Average                       Average
         Range of              Shares       Contractual       Exercise       Shares        Exercise
     Exercise Prices        Outstanding     Life (years)       Price       Exercisable       Price
     <S>                    <C>             <C>               <C>          <C>             <C>                
     $9.13 to $12.00            747              6.9          $  9.63          295           $10.08
     $13.63 to $17.50           811              8.2            16.52          220            16.59
     $19.50 to $21.75           660              8.4            19.97          136            20.07
     $22.63 to $26.88           154              8.0            23.59           11            23.77
     $27.00 to $30.25           115              9.1            28.33            -                -
     $31.75 to $35.41         2,153              9.3            32.49           15            31.75
          $44.81                140              9.9            44.81            -                -
                              4,780              8.6            24.45          677            14.90
</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 1.0 million shares are available
for  purchase under the Plan.  During 1998, under the Plan, 21,316  shares  were
issued  at  $26.88 per share and 15,313 shares were issued at $21.14 per  share.
There were no shares issued under the Plan during 1997.

                                       30
<PAGE>
7.   Retirement Benefits

Employee Stock Ownership Plans
At  December 31, 1998, the Company had 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  4.7  million  shares of common stock  at  December  31,  1998.
Substantially  all  contributed  shares  have  been  allocated  to   participant
accounts.   No  shares  were contributed to the ESOP  in  1998.   The  value  of
contributed  shares to the ESOP in 1997 and 1996 amounted to approximately  $3.3
million and $6.9 million, respectively.

Employee Savings Plan
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  1998  and
1997 amounted to approximately $1.6 million and $0.4 million, respectively.

The  retirement expense for 1998, 1997, and 1996 amounted to approximately  $2.9
million, $5.2 million, and $8.5 million, respectively.

8.   Operating Segment and Geographic Information

At  December  31,  1998, the Company adopted Statement of  Financial  Accounting
Standards  ("SFAS") No. 131, "Disclosures about Segments of  an  Enterprise  and
Related  Information."   Prior-period amounts have been restated  in  accordance
with the requirements of SFAS 131.  Segment accounting policies are the same  as
policies described in note 1.

Basis for presentation
The  Company's  operating  businesses  design,  manufacture,  and  market  power
protection  equipment  and  related software and accessories  for  computer  and
computer-related  equipment.  The Company manages its businesses  based  on  the
nature   of   products  provided.   These  businesses  share  similar   economic
characteristics and have been aggregated into one reportable operating  segment.
Markets  and  competition  are global.  Products are sold  to  businesses,  home
users,  and SOHOs utilizing an indirect selling model which encompasses computer
distributors  and  dealers, value added resellers, mass  merchandisers,  catalog
merchandisers, E-commerce vendors, and strategic partnerships.  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.  Additionally, the Company  sells
certain  select  products  directly  to  manufacturers  for  incorporation  into
products manufactured or packaged by them.

The  Company  evaluates  the  performance of  its  businesses  based  on  direct
contribution  margin.  Direct contribution margin includes R&D,  marketing,  and
administrative  expenses  directly attributable  to  the  segment  and  excludes
certain  expenses  which  are  managed outside the  reportable  segment.   Costs
excluded   from  segment  profit  are  indirect  operating  expenses,  primarily
consisting  of  selling and corporate expenses, and income taxes.   Expenditures
for  additions  to  long-lived  assets are not reported  to  management  by  the
operating businesses.

                                       31
<PAGE>
Summary operating segment information is as follows:

<TABLE>
<CAPTION>
In thousands                                                    1998             1997             1996
<S>                                                       <C>                <C>              <C>   
Net sales                                                 $1,125,835         $873,388         $706,877
                                                                                                      
Segment direct contribution margin                          $448,200         $345,156         $268,139
Indirect operating expenses                                  243,731          173,718          134,349
Other income, net                                             11,687            6,354            5,189
Earnings before incomes taxes and                                                                     
 minority interest                                          $216,156         $177,792         $138,979
                                                                                                      
Segment depreciation                                         $16,996          $15,421          $11,755
</TABLE>                                                                 
                                                                                
Summary geographic information is as follows:                         
                                                                     
<TABLE>                                                                                                
<CAPTION>                                                                                              
In thousands                                                    1998             1997             1996
<S>                                                       <C>                <C>              <C>                              
Net sales                                                                                             
United States                                             $  639,229         $495,108         $401,823
North and Latin America                                                                               
 excluding United States                                      60,897           55,138           42,052
Europe, Middle East, and Africa                              305,108          222,011          179,002
Far East                                                     120,601          101,131           84,000
                                                          $1,125,835         $873,388         $706,877
Note:  Sales are attributed to geographic regions based on location of customer
                                                                                                      
Long-lived assets
United States                                                $79,724          $72,167          $62,035
Europe                                                        87,711           17,350           15,443
Far East                                                      29,303           11,477            2,409
                                                            $196,738         $100,994          $79,887
</TABLE>

The  Company closely monitors the credit worthiness of its customers,  adjusting
credit  policies  and  limits as deemed necessary.  One customer  accounted  for
approximately 11% and 10%, respectively, of the Company's net sales in 1998  and
1997.   No  single customer comprised 10% or more of the Company's net sales  in
1996.

9.   Litigation

On  or about November 6, 1998, General Signal Power Systems, Inc. ("GSPS") filed
suit  against  the Company in Waukesha County Circuit Court in Wisconsin.   GSPS
alleges  interference  with  a  contractual  relationship  with  respect  to   a
distribution agreement between the Best Power division of GSPS and Silcon  Power
Electronics  A/S,  a  wholly-owned  subsidiary  of  Silcon  A/S.    GSPS   seeks
unspecified  damages, costs, fees, and injunctive relief.  On or about  November
17, 1998, the Company removed the case from the Waukesha County Circuit Court to
the  United  States District Court for the Eastern District of  Wisconsin.   The
Company  believes the GSPS lawsuit to be without merit and intends to vigorously
defend  against it.  The Company also believes the ultimate disposition of  this
matter  will  not  have a material adverse effect on the Company's  consolidated
financial position or results of operations or liquidity.  No provision for  any
liability  that may result from this action has been recognized in the Company's
consolidated financial statements.

                                       32
<PAGE>
On  or about January 27, 1999, the Company was served with a lawsuit filed by an
individual  in  the  United States District Court for the  Central  District  of
California  alleging  patent infringement.  The plaintiff, Anthony  F.  Coppola,
claims  sole  ownership of the patent referenced in the lawsuit.  Coppola  seeks
unspecified damages, costs, fees, and injunctive relief.  The Company intends to
vigorously defend against the suit and believes the ultimate disposition of this
matter  will  not  have a material adverse effect on the Company's  consolidated
financial position or results of operations or liquidity.  No provision for  any
liability  that may result from this action has been recognized in the Company's
consolidated financial statements.

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

10.  Fair Value of Financial Instruments

The  carrying amount of cash, cash equivalents, accounts receivable,  short-term
debt,  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 1998, 1997 and  1996  was  $2.5
million, $2.3 million, and $2.5 million, respectively.

Future  minimum  lease payments under these leases are:  1999  -  $2.9  million;
2000  -  $2.1  million; 2001 - $2.0 million; 2002 - $1.7 million;  2003  -  $1.4
million; and 2004 - $1.3 million.

12.  Contingencies

The  Company has agreements with the Industrial Development Authority of Ireland
("IDA")  under  which the Company receives grant monies for costs  incurred  for
machinery,  equipment, and building improvements for its  Galway  and  Castlebar
facilities equal to 40% and 60%, respectively, of such costs up to a maximum  of
$13.1 million and $1.3 million, respectively.  Such grant monies are subject  to
the  Company  meeting  certain employment goals and  maintaining  operations  in
Ireland  until  termination of the respective agreements.  The total  cumulative
amounts of capital grant claims submitted and received through December 31, 1998
for  the  Galway  facility were approximately $12.8 million  and  $9.4  million,
respectively.   The  total cumulative amount of capital grant  claims  submitted
through  December  31,  1998 for the Castlebar facility  was  $1.3  million;  no
capital  grant  claims  had  been received for the  Castlebar  facility.   Under
separate  agreements with the IDA, the Company receives direct reimbursement  of
training  costs  at its Galway and Castlebar facilities for  up  to  $3,000  and
$12,500, respectively, per new employee hired.  The total cumulative amounts  of
training grant claims submitted and received through December 31, 1998  for  the
Galway  facility were approximately $1.3 million and $1.3 million, respectively.
The  total cumulative amount of training grant claims submitted through December
31,  1998 for the Castlebar facility was approximately $1.0 million; no training
grant claims had been received for the Castlebar facility.

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.
       
                                        33
<PAGE>
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> 
1998:                                                                                         
Net Sales                                      $218,867        $260,661        $327,370        $318,937
Gross Profit                                    $98,012        $118,218        $144,283        $144,249
Net Income                                      $26,726         $26,772         $46,618         $47,460
Basic Earnings Per Share                           $.28            $.28            $.49            $.50
Basic Weighted Average Shares Outstanding        95,304          95,394          95,537          95,775
Diluted Earnings Per Share                         $.28            $.28            $.48            $.49
Diluted Weighted Average Shares Outstanding      96,568          96,740          96,861          97,712
                                                                                              
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
</TABLE>

Item  9.   Changes  in  and  Disagreements with Accountants  on  Accounting  and
Financial Disclosure
Not applicable.

                                       34
<PAGE>
                                    Part III

Item 10.  Directors of the Registrant
Information   with  respect  to  Directors  may  be  found  under  the   caption
"Occupations of Directors" appearing in the Company's definitive Proxy Statement
for  the  Annual  Meeting  of Shareholders to be held  on  May  7,  1999.   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 7, 1999 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 7, 1999  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 7, 1999 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, 1998 and 1997
     Consolidated Statements of Income for each of the three years ended
          December 31, 1998, 1997 and 1996
     Consolidated Statements of Changes in Shareholders' Equity for each of the
          three years ended December 31, 1998, 1997 and 1996
     Consolidated Statements of Cash Flows for each of the three years ended
          December 31, 1998, 1997 and 1996
     Notes to Consolidated Financial Statements

2.  Consolidated Financial Statement Schedules

      Schedule     Description                                              Page
       Number                                                                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  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.

                                       35
<PAGE>
3.  Exhibit Listing

 Exhibit 
 Number  Description
         
 3.01    Articles of Organization of the Registrant, as amended
 3.02    By-Laws of the Registrant, as amended and restated
 10.01   1987 Stock Option Plan of the Registrant (X)
 10.02   Form of Incentive Stock Option Agreement under the Registrant's 1987
         Stock Option Plan (X)
 10.03   Form of the Non-Qualified Stock Option Agreement under the Registrant's
         1987 Stock Option Plan (X)
 10.04   The Registrant's Employee Stock Ownership Plan Trust Agreement dated
         December 30, 1987 (X)
 10.05   The Registrant's Employee Stock Ownership Plan dated December 30, 1987,
         as amended and restated (X)
 10.06   Employment Agreement dated June 16, 1986 between the Company and Rodger
         B. Dowdell, Jr. (X)
 10.7    Unsecured line of credit agreement dated June 29, 1991 between the
         Registrant and Rhode Island Hospital Trust National Bank
 10.8    Unsecured line of credit agreement dated December 30, 1991 between the
         Registrant and Fleet National Bank
 10.9    Amendment dated December 30, 1992 to Unsecured line of credit agreement
         between the Registrant and Fleet National Bank
 10.10   Grant agreement dated February 16, 1994 between the Registrant and
         Industrial Development Authority of Ireland
 10.11   Contract for Sale dated January 31, 1994 between the Registrant and
         Digital Equipment International
 10.12   Management Agreement dated January 31, 1994 between the Registrant and
         Digital Equipment International
 10.13   Licence Agreement dated January 31, 1994 between the Registrant
         (Grantor) and Digital Equipment International (Licencee)
 10.14   Grant of Options Agreement dated January 31, 1994 between the
         Registrant and Digital Equipment International
 10.15   Memorandum Agreement dated January 31, 1994 between the Registrant and
         Digital Equipment International
 10.16   1993 Non-Employee Director Stock Option Plan (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
 10.18   Letter Agreement dated October 11, 1995 to amend loan agreement dated
         December 30, 1991 by and between Registrant and Fleet National Bank
 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
 10.20   American Power Conversion Corporation B.V. Profit Sharing Scheme dated
         September 25, 1996 (X)
 10.21   1997 Non-Employee Director Stock Option Plan of the Registrant (X)
 10.22   1997 Stock Option Plan of the Registrant (X)
 10.23   1997 Employee Stock Purchase Plan of the Registrant (X)
 21      Subsidiaries of Registrant
 23      Consent of KPMG LLP
 27      Financial Data Schedule

(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, 1998.

                                       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, 1998 and  1997,  and
the  related consolidated statements of income, changes in shareholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
1998.   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, 1998 and  1997,  and
the  results of their operations and their cash flows for each of the  years  in
the  three-year  period  ended December 31, 1998, in conformity  with  generally
accepted accounting principles.



                                   KPMG LLP



Providence, Rhode Island
February 4, 1999

                                       37
<PAGE>






                          INDEPENDENT AUDITORS' REPORT




The Board of Directors and Shareholders
American Power Conversion Corporation:


Under  date of February 4, 1999, we reported on the consolidated balance  sheets
of  American  Power Conversion Corporation and subsidiaries as of  December  31,
1998  and  1997  and the related consolidated statements of income,  changes  in
shareholders'  equity, and cash flows for each of the years  in  the  three-year
period  ended December 31, 1998, as contained in the annual report on Form  10-K
for  the  year  1998.   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 LLP



Providence, Rhode Island
February 4, 1999
         
                                      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:  March 22, 1999

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

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

                                          Date: March 22, 1999

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

                                          Date: March 22, 1999
                                        
                              /s/ Neil E. Rasmussen
                               Neil E. Rasmussen,
                           Vice President and Director
                                        
                                          Date: March 22, 1999

                            /s/  Emanuel E. Landsman
                              Emanuel E. Landsman,
                       Vice President, Clerk and Director
                                        
                                          Date: March 22, 1999

                                /s/ Ervin F. Lyon
                                 Ervin F. Lyon,
                                    Director
                                        
                                          Date: March 22, 1999
                                        
                               /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, 1998, 1997 and 1996
                                        
                                        
                                        
                                        
   Valuation accounts deducted from assets to which they apply:
      
<TABLE>
<CAPTION>                                                              
   In thousands       Allowance for Doubtful Accounts Receivable
           Balance at     Charged to Costs     Write Offs/       Balance at
        Beginning of Year   and Expenses     Allowances Taken    End of Year
   <S>  <C>               <C>                <C>                 <C>        
   1998      $12,230           $6,593             $(3,352)         $15,471
                                                                          
   1997       10,789            4,834              (3,393)          12,230
                                                                          
   1996        6,920            4,291                (422)          10,789
</TABLE>

                                       40
<PAGE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
 Exhibit                                                                        Page
 Number         Description                                                      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 and restated              43-50
 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)       
 21             Subsidiaries of Registrant                                        51
 23             Consent of KPMG LLP                                               52
 27             Financial Data Schedule                                           53
</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 3.02
                                                                                
                      AMERICAN POWER CONVERSION CORPORATION
                                        
                          *****************************
                                        
                              AMENDED AND RESTATED
                                     BY-LAWS
                                        
                          *****************************
                                        
                                    ARTICLE I
                                        
                                  Stockholders
                                        
     1.    Annual Meeting.  The annual meeting of stockholders shall be held  on
the  4th  Tuesday in April in each year (or if that be a legal  holiday  in  the
place where the meeting is to be held, on the next succeeding full business day)
at 10:00 A.M. unless a different hour is fixed by the Directors or the President
and  stated  in  the notice of the meeting.  The purposes for which  the  annual
meeting  is to be held, in addition to those prescribed by law, by the  Articles
of  Organization or by these By-laws, may be specified by the Directors  or  the
President.   In the event an annual meeting has not been held on the date  fixed
in  these By-laws, a special meeting in lieu of the annual meeting may  be  held
with all the force and effect of an annual meeting.
     2.    Special Meetings.  Special meetings of stockholders may be called  by
the  President  or by the Directors.  Upon written application of  one  or  more
stockholders who hold at least 40% of the capital stock entitled to  vote  at  a
meeting,  a  special meeting shall be called by the Clerk, or  in  case  of  the
death, absence, incapacity or refusal of the Clerk, by any other officer.
     3.    Place of Meetings.  All meetings of stockholders shall be held at the
principal office of the corporation unless a different place (within or  without
Massachusetts,  but within the United States) is fixed by the Directors  or  the
President and stated in the notice of the meeting.
     4.    Notice of Meetings.  A written notice of the place, date and hour  of
all  meetings of stockholders stating the purpose of the meeting shall be  given
by the Clerk or an Assistant Clerk or by the person calling the meeting at least
seven  days before the meeting or such longer period as is required  by  law  to
each stockholder entitled to vote thereat and to each stockholder who under  the
law,  under the Articles of Organization or under these By-laws, is entitled  to
such  notice, by leaving such notice with him or at his residence or usual place
of  business,  or  by  mailing  it,  postage  prepaid,  and  addressed  to  such
stockholder  at  his  address as it appears in the records of  the  corporation.
Whenever  notice  of a meeting is required to be given a stockholder  under  any
provision  of the Massachusetts Business Corporation Law or of the  Articles  of
Organization  or  these By-laws, a written waiver thereof,  executed  before  or
after  the meeting by such stockholder or his attorney thereunto authorized  and
filed  with  the  records  of the meeting, shall be deemed  equivalent  to  such
notice.
     5.    Notice  of  Stockholder Business.  The following provisions  of  this
Section  5  shall  apply  to  the conduct of business  at  any  meeting  of  the
stockholders.  (As used in this Section 5, the term annual meeting shall include
a special meeting in lieu of annual meeting.)
           (a)  At any meeting of the stockholders, only such business shall  be
conducted  as  shall have been brought before the meeting (i)  pursuant  to  the
corporation's  notice of meeting, (ii) by or at the direction of  the  Board  of
Directors or (iii) by any stockholder of the corporation who is a stockholder of
record at the time of giving of the notice provided for in paragraph (b) of this
Section  5, who shall be entitled to vote at such meeting and who complies  with
the notice procedures set forth in paragraph (b) of this Section 5.
           (b)   For business to be properly brought before any meeting  of  the
stockholders by a stockholder pursuant to clause (iii) of paragraph (a) of  this
By-law, the stockholder must have given timely notice thereof in writing to  the
Clerk  of  the  corporation.   To  be timely, a  stockholder's  notice  must  be
delivered  to or mailed and received at the principal executive offices  of  the
corporation  (i)  in the case of any annual meeting, not less than  ninety  (90)
days nor more than one hundred and twenty (120) days prior to the date specified
in  Section  1  above for such annual meeting, regardless of any  postponements,
deferrals  or  adjournments of that meeting to a later date; provided,  however,
that  if  a special meeting in lieu of annual meeting of stockholders is  to  be

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held  on a date prior to the date specified in Section 1 above, and if less than
seventy (70) days' notice or prior public disclosure of the date of such special
meeting in lieu of annual meeting is given or made, notice by the stockholder to
be  timely must be so delivered or received not later than the close of business
on  the tenth day following the earlier of the date on which notice of the  date
of such special meeting in lieu of annual meeting was mailed or the day on which
public disclosure was made of the date of such special meeting in lieu of annual
meeting; and (ii) in the case of a special meeting (other than a special meeting
in  lieu  of  an  annual meeting), not later than the tenth  day  following  the
earlier  of  the  day on which notice of the date of the scheduled  meeting  was
mailed  or  the  day  on which public disclosure was made of  the  date  of  the
scheduled  meeting.  A stockholder's notice to the Clerk shall set forth  as  to
each  matter the stockholder proposes to bring before the meeting, (i)  a  brief
description   of the business desired to be brought before the meeting  and  the
reasons  for conducting such business at the meeting, (ii) the name and address,
as  they  appear  on the corporation's books, of the stockholder proposing  such
business, the name and address of the beneficial owner, if any, on whose  behalf
the  proposal  is  made, and the name and address of any other  stockholders  or
beneficial  owners  known  by such stockholder to be supporting  such  proposal,
(iii)  the  class  and  number  of shares of the  corporation  which  are  owned
beneficially  and of record by the stockholder proposing such business,  by  the
beneficial owner, if any, on whose behalf the proposal is made, and by any other
stockholders  or  beneficial owners known by such stockholder to  be  supporting
such  proposal, and (iv) any material interest in such proposed business of  the
stockholder  proposing  such business, any material interest  in  such  proposed
business of the beneficial owner, if any, on whose behalf the proposal is  made,
and any material interest in such proposed business of any other stockholders or
beneficial  owners known by such stockholder to be supporting such proposal,  to
the extent known by such stockholder.
           (c)   Notwithstanding anything in these By-laws to the  contrary,  no
business  shall  be  conducted  at  a meeting  except  in  accordance  with  the
procedures  set  forth in these By-laws.  The person presiding  at  the  meeting
shall,  if  the facts warrant, determine that business was not properly  brought
before the meeting and in accordance with the procedures prescribed by these By-
laws, and if he should so determine, he shall so declare at the meeting and  any
such  business not properly brought before the meeting shall not be  transacted.
Notwithstanding the foregoing provision of this By-law, a stockholder shall also
comply with all applicable requirements of the Securities Exchange Act of  1934,
as  amended  (or  any  successor  provision),  and  the  rules  and  regulations
thereunder with respect to the matters set forth in this By-law.
           (d)   This provision shall not prevent the consideration and approval
or  disapproval at the meeting of reports of officers, Directors and  committees
of the Board of Directors, but, in connection with such reports, no new business
shall  be acted upon at such meeting unless properly brought before the  meeting
as herein provided.
     6.    Quorum.   The holders of a majority in interest of all stock  issued,
outstanding and entitled to vote at a meeting shall constitute a quorum,  but  a
lesser  number may adjourn any meeting from time to time without further notice;
except  that,  if two or more classes of stock are outstanding and  entitled  to
vote  as  separate classes, then in the case of each such class, a quorum  shall
consist  of  the holders of a majority in interest of the stock  of  that  class
issued, outstanding and entitled to vote.
     7.    Voting  and Proxies.  Each stockholder shall have one vote  for  each
share  of  stock entitled to vote owned by him and a proportionate  vote  for  a
fractional  share, unless otherwise provided by the Articles of Organization  in
the  case  that  the  corporation has two or more classes or  series  of  stock.
Capital stock shall not be voted if any installment of the subscription therefor
has  been  duly  demanded  in accordance with the law  of  the  Commonwealth  of
Massachusetts and is overdue and unpaid.  Stockholders may vote either in person
or  by written proxy.  Proxies shall be filed with the clerk of the meeting,  or
of  any  adjournment thereof, before being voted.  No proxy dated more than  six
months before the date named therein shall be valid and no proxy shall be  valid
after the final adjournment of such meeting.  Notwithstanding the provisions  of
the  preceding sentence, a proxy coupled with an interest sufficient in  law  to
support  an  irrevocable power, including, without limitation,  an  interest  in
shares  or  in  the  corporation generally, may be made  irrevocable  if  it  so
provides, need not specify the meeting to which it relates, and shall  be  valid
and enforceable until the interest terminates, or for such shorter period as may
be  specified in the proxy.  Except as otherwise limited therein, proxies  shall
entitle the persons named therein to vote at any adjournment of such meeting but
shall  not  be  valid  after final adjournment of such meeting.   A  proxy  with
respect  to  stock  held in the name of two or more persons shall  be  valid  if
executed  by  any one of them unless at or prior to exercise of  the  proxy  the
corporation receives a specific written notice to the contrary from any  one  of
them.   A proxy purporting to be executed by or on behalf of a stockholder shall
be  deemed valid unless challenged at or prior to its exercise and the burden of
proving invalidity shall rest on the challenger.

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<PAGE>
     8.    Action  at  Meeting.   When a quorum is present,  the  holders  of  a
majority of the stock present or represented and voting on a matter (or if there
are  two or more classes of stock entitled to vote as separate classes, then  in
the  case  of  each such class, the holders of a majority of the stock  of  that
class present or represented and voting on a matter), except where a larger vote
is  required by law, the Articles of Organization or these By-laws, shall decide
any  matter  to be voted on by the stockholders.  Any election of  directors  or
officers  by  the stockholders shall be determined by a plurality of  the  votes
cast by stockholders entitled to vote at the election.  Any such elections shall
be  by ballot if so requested by any stockholder entitled to vote thereon.   The
corporation shall not directly or indirectly vote any share of its own stock.
     9.    Action without Meeting.  Any action required or permitted to be taken
at  any  meeting  of  the stockholders may be taken without  a  meeting  if  all
stockholders entitled to vote on the matter consent to the action in writing and
the written consents are filed with the records of the meetings of stockholders.
Such consent shall be treated for all purposes as a vote at a meeting.
     
                                   ARTICLE II
                                        
                                    Directors
                                        
     1.    Powers.  The business of the corporation shall be managed by a  Board
of  Directors  who  may  exercise all the powers of the  corporation  except  as
otherwise provided by law, by the Articles of Organization or by these  By-laws.
In  the  event  of  vacancy in the Board of Directors, the remaining  Directors,
except  as otherwise provided by law, may exercise the powers of the full  Board
until the vacancy is filled.
     2.    Election.   A Board of Directors shall be elected by the stockholders
at  the  annual  meeting.   The  number of  directors  shall  be  fixed  by  the
stockholders  (except as that number may be enlarged by the Board  of  Directors
acting pursuant to Section 4 of this Article), but shall be not less than three,
except  that  whenever  there  shall be only  two  stockholders  the  number  of
directors  shall  be  not less than two and whenever there  shall  be  only  one
stockholder or prior to the issuance of any stock, there shall be at  least  one
director, and shall be not more than nine.
     3.    Vacancies.  Any vacancy in the Board of Directors, however occurring,
including  a vacancy resulting from the enlargement of the Board, may be  filled
by the stockholders or, in the absence of stockholder action, by the Directors.
     4.    Enlargement of the Board.  The Board of Directors may be enlarged  by
the  stockholders  at any meeting or by vote of a majority    of  the  Directors
then in office.
     5.    Tenure.   Except  as otherwise provided by law, by  the  Articles  of
Organization  or by these By-laws, Directors shall hold office  until  the  next
annual  meeting  of  stockholders  and until their  successors  are  chosen  and
qualified.  Any Director may resign by delivering his written resignation to the
corporation  at  its principal office or to the President, Clerk  or  Secretary.
Such  resignation shall be effective upon receipt unless it is specified  to  be
effective at some other time or upon the happening of some other event.
     6.    Removal.  A Director may be removed from office (a) with  or  without
cause  by  the vote of the holders of at least two-thirds of the shares entitled
to  vote  in the election of Directors, provided that the Directors of  a  class
elected by a particular class of stockholders may be removed only by the vote of
the  holders  of  at least two-thirds of the shares of the particular  class  of
stockholders  entitled to vote for the election of such Directors;  or  (b)  for
cause  by  vote  of  at least two-thirds of the Directors  then  in  office.   A
Director may be removed for cause only after a reasonable notice and opportunity
to be heard before the body proposing to remove him.
     7.    Meetings.  Regular meetings of the Directors may be held without call
or  notice  at such places and at such times as the Directors may from  time  to
time determine, provided that any Director who is absent when such determination
is  made shall be given notice of the determination.  A regular meeting  of  the
Directors  may be held without a call or notice at the same place as the  annual
meeting of stockholders.
          Special  meetings of the Directors may be held at any time  and  place
designated in a call by the President or two or more Directors.
     8.    Telephone Conference Meetings.  Members of the Board of Directors may
participate  in  a  meeting of the board by means of a conference  telephone  or
similar communications equipment by means of which all persons participating  in
the meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting.

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<PAGE>
     9.    Notice  of Meetings.  Notice of all special meetings of the Directors
shall be given to each Director by the Secretary, or Assistant Secretary, or  if
there  be no Secretary or Assistant Secretary, by the Clerk, or Assistant Clerk,
or  in case of the death, absence, incapacity or refusal of such persons, by the
officer  or one of the Directors calling the meeting.  Notice shall be given  to
each  Director in person or by telephone or by telegram sent to his business  or
home address at least twenty-four hours in advance of the meeting, or by written
notice  mailed  to  his business or home address at least forty-eight  hours  in
advance  of the meeting.  Notice of a meeting need not be given to any  Director
if  a written waiver of notice, executed by him before or after the meeting,  is
filed  with  the  records  of the meeting, or to any Director  who  attends  the
meeting  without  protesting prior thereto or at its commencement  the  lack  of
notice  to him.  A notice or waiver of notice of a Directors' meeting  need  not
specify the purposes of the meeting.
     10.   Quorum.  At any meeting of the Directors, a majority of the Directors
then  in  office shall constitute a quorum.  Less than a quorum may adjourn  any
meeting from time to time without further notice.
     11.   Action at Meeting.  At any meeting of the Directors at which a quorum
is present, a majority of the Directors present may take any action on behalf of
the  Board except to the extent that a larger number is required by law  or  the
Articles of Organization or these By-laws.
     12.   Action by Consent.  Any action required or permitted to be  taken  at
any  meeting  of  the  Directors may be taken without  a  meeting,  if  all  the
Directors  consent to the action in writing and the written consents  are  filed
with  the records of the meetings of Directors.  Such consents shall be  treated
for all purposes as a vote at a meeting.
     13.  Committees.  The Directors may, by vote of a majority of the Directors
then in office, elect from their number an executive or other committees and may
by  like vote delegate thereto some or all of their powers except those which by
law,  the  Articles  of Organization or these By-laws they are  prohibited  from
delegating  to such committee.  Except as the Directors may otherwise determine,
any  such  committee may make rules for the conduct of its business, but  unless
otherwise  provided  by the Directors or in such rules, its  business  shall  be
conducted as nearly as may be in the same manner as is provided by these By-laws
for the Directors.
     
                                   ARTICLE III
                                        
                                    Officers
                                        
     1.    Enumeration.   The officers of the corporation  shall  consist  of  a
President,  a Treasurer, a Clerk, and such other officers, including a  Chairman
of  the  Board of Directors, one or more Vice-Presidents, Assistant  Treasurers,
Assistant  Clerks,  Secretary and Assistant Secretaries  as  the  Directors  may
determine.
     2.    Election.   The  President, Treasurer  and  Clerk  shall  be  elected
annually by the Directors at their first meeting following the annual meeting of
stockholders. other officers may be chosen by the Directors at such  meeting  or
at any other meeting.
     3.    Qualification.  The President may, but need not be, a  Director.   No
officer need be a stockholder.  Any two or more offices may be held by the  same
person, provided that the President and Clerk shall not be the same person.  The
Clerk shall be a resident of Massachusetts unless the corporation has a resident
agent  appointed  for the purpose of service of process.   Any  officer  may  be
required  by  the  Directors to give bond for the faithful  performance  of  his
duties to the corporation in such amount and with such sureties as the Directors
may determine.
     4.    Tenure.   Except  as otherwise provided by law, by  the  Articles  of
Organization or by these By-laws, the President, Treasurer and Clerk shall  hold
office  until  the  first  meeting of the Directors following  the  next  annual
meeting of stockholders and until their successors are chosen and qualified; and
all  other  officers shall hold office until the first meeting of the  Directors
following the next annual meeting of stockholders and until their successors are
chosen and qualified, unless a shorter term is specified in the vote choosing or
appointing  them.  Any officer may resign by delivering his written  resignation
to  the  corporation  at  its principal office or to  the  President,  Clerk  or
Secretary,  and such resignation shall be effective upon receipt  unless  it  is
specified to be effective at some other time or upon the happening of some other
event.
     5.    Removal.  The Directors may remove any officer with or without  cause
by vote of a majority of the Directors then in office; provided, that an officer
may  be removed for cause only after a reasonable notice and opportunity  to  be
heard before the Board of Directors.
     6.    President, Chairman of the Board, and Vice-President.  The  President
shall,  unless  otherwise  provided by the Directors,  be  the  chief  executive
officer of the corporation and shall, subject to the direction of the Directors,

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<PAGE>
have general supervision and control of its business.  Unless otherwise provided
by the Directors he shall preside, when present, at all meetings of stockholders
and,  unless  a  Chairman of the Board has been elected and is present,  of  the
Directors.
          If  a Chairman of the Board of he shall preside at all meetings of the
Board  of Directors at which he is present.  The Chairman shall have such  other
powers as the Directors may from time to time designate.
          Any  Vice-President shall have such powers as the Directors  may  from
time to time designate.
     7.    Treasurer and Assistant Treasurer.  The Treasurer shall,  subject  to
the direction of the Directors, have general charge of the financial affairs  of
the  corporation and shall cause accurate books of account to be kept.  He shall
have   custody  of  all  funds,  securities,  and  valuable  documents  of   the
corporation, except as the Directors may otherwise provide.
          Any  Assistant  Treasurer shall have such powers as the Directors  may
from time to time designate.
     8.   Clerk and Assistant Clerks.  The Clerk shall record all proceedings of
the  stockholders  in a book to be kept therefor.  Unless a  transfer  agent  is
appointed,  the  Clerk shall keep or cause to be kept in Massachusetts,  at  the
principal  office  of the corporation or at his office, the stock  and  transfer
records of the corporation, in which are contained the names of all stockholders
and the record address and the amount of stock held by each.
          In  case  a  Secretary  is  not elected, the Clerk  shall  record  all
proceedings of the Directors in a book to be kept therefor.
          In  the absence of the Clerk from any meeting of the stockholders,  an
Assistant  Clerk, if one be elected, otherwise a Temporary Clerk  designated  by
the person presiding at the meeting, shall perform the duties of the Clerk.  Any
Assistant Clerk shall have such additional powers as the Directors may from time
to time designate.
     9.    Secretary and Assistant Secretaries.  If a Secretary is  elected,  he
shall  keep  a  record of the meetings of the Directors and in his  absence,  an
Assistant  Secretary,  if  one  be  elected,  otherwise  a  Temporary  Secretary
designated  by the person presiding at the meeting, shall keep a record  of  the
meetings of the Directors.
          Any  Assistant  Secretary  shall have such additional  powers  as  the
Directors may from time to time designate.
     10.   Other  Powers and Duties.  Each officer shall, subject to  these  By-
laws,  have in addition to the duties and powers specifically set forth in these
By-laws,  such duties and powers as are customarily incident to his office,  and
such duties and powers as the Directors may from time to time designate.
                                        
                                   ARTICLE IV
                                        
                                  Capital Stock
                                        
     1.    Certificates of Stock.  Subject to the provisions of Section 2 below,
each stockholder shall be entitled to a certificate of the capital stock of  the
corporation  in  such  form  as may be prescribed  from  time  to  time  by  the
Directors.   The  certificate  shall be signed  by  the  President  or  a  Vice-
President,  and  by the treasurer or an Assistant Treasurer; provided,  however,
such  signatures may be facsimiles if the certificate is signed  by  a  transfer
agent,  or  by  a registrar, other than a Director, officer or employee  of  the
corporation.   In  case any officer who has signed or whose facsimile  signature
has  been placed on such certificate shall have ceased to be such officer before
such  certificate is issued, it may be issued by the corporation with  the  same
effect as if he were such officer at the time of its issue.
          Every  certificate  issued for shares of stock at  a  time  when  such
shares  are  subject to any restriction on transfer pursuant to the Articles  of
Organization, these By-laws or any agreement to which the corporation is a party
shall have the restriction noted conspicuously on the certificate and shall also
set  forth  on the face or back of the certificate either the full text  of  the
restriction or a statement of the existence of such restriction and a  statement
that  the  corporation  will  furnish a copy  thereof  to  the  holder  of  such
certificate  upon  written request and without charge.  Every stock  certificate
issued by the corporation at a time when it is authorized to issue more than one
class  or  series  of  stock  shall set forth upon  the  face  or  back  of  the
certificate   either   the  full  text  of  the  preferences,   voting   powers,
qualifications and special and relative rights of the shares of each  class  and
series,  if  any,  authorized to be issued, as set  forth  in  the  Articles  of
Organization,  or  a  statement of the existence of  such  preferences,  powers,
qualifications, and rights, and a statement that the corporation will furnish  a
copy  thereof to the holder of such certificate upon written request and without
charge.
     2.    Stockholder Open Accounts.  The corporation may maintain or caused to
be   maintained  stockholder  open  accounts  in  which  may  be  recorded   all
stockholders, ownership of stock and all changes therein.  Certificates need not

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<PAGE>
be  issued for shares so recorded in a stockholder open account unless requested
by the stockholder.
     3.    Transfers.  Subject to the restrictions, if any, stated or  noted  on
the stock certificates, shares of stock may be transferred in the records of the
corporation  by the surrender to the corporation or its transfer  agent  of  the
certificate  therefor, properly endorsed or accompanied by a written  assignment
and power of attorney properly executed, with necessary transfer stamps affixed,
and  with such proof of the authenticity of signature as the corporation or  its
transfer  agent may reasonably require.  When such stock certificates  are  thus
properly  surrendered to the corporation or its transfer agent, the  corporation
or  transfer  agent shall cause the records of the corporation  to  reflect  the
transfer of the shares of stock.  Except as may be otherwise required by law, by
the  Articles  of  Organization or by these By-laws, the  corporation  shall  be
entitled  to  treat the record holder of stock as shown in its  records  as  the
owner of such stock for all purposes, including the payment of dividends and the
right  to vote with respect thereof, regardless of any transfer, pledge or other
disposition of such stock, until the shares have been transferred on  the  books
of the corporation in accordance with the requirements of these By-laws.
          It  shall be the duty of each stockholder to notify the corporation of
his post office address.
     4.    Record Date.  The Directors may fix in advance a time which shall  be
not more than sixty (60) days before the date of any meeting of stockholders  or
the  date  for the payment of any dividend or the making of any distribution  to
stockholders or the last day on which the consent or dissent of stockholders may
be effectively expressed for any purpose, as the record date for determining the
stockholders having the right to notice of and to vote at such meeting  and  any
adjournment thereof or the right to receive such dividend or distribution or the
right to give such consent or dissent.  In such case only stockholders of record
on such record date shall have such right, notwithstanding any transfer of stock
on  the  books  of the corporation after the record date.  Without  fixing  such
record date the Directors may for any of such purposes close the transfer  books
for all or any part of such period.
          If  no record date is fixed and the transfer books are not closed, the
record  date for determining stockholders having the right to notice  of  or  to
vote  at a meeting of stockholders shall be at the close of business on the  day
next  preceding  the  day  on which notice is given, and  the  record  date  for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors acts with respect thereto.
     5.    Replacement of Certificates.  In case of the alleged loss, mutilation
or  destruction of a certificate of stock, a duplicate certificate may be issued
in place thereof, upon such terms and conditions as the Directors may prescribe.
     6.    Issue of Capital Stock.  The whole or any part of the then authorized
but  unissued  shares of each class of stock may be issued at any time  or  from
time to time by the Board of Directors without action by the stockholders.
     7.    Reacquisition of Stock.  Shares of stock previously issued which have
been  reacquired by the corporation, may be restored to the status of authorized
but  unissued shares by vote of the Board of Directors, without amendment of the
Articles of Organization.
                                        
                                    ARTICLE V
                                        
                        Provisions Relative to Directors,
                      Officers, Stockholders and Employees
                                        
     1.    Certain Contracts and Transactions.  In the absence of fraud  or  bad
faith, no contract or transaction by this corporation shall be void, voidable or
in  any  way affected by reason of the fact that the contract or transaction  is
(a)  with one or more of its officers, Directors, stockholders or employees, (b)
with  a  person who is in any way interested in this corporation or (c)  with  a
corporation,  organization  or  other concern in  which  an  officer,  Director,
stockholder   or   employee  of  this  corporation  is  an  officer,   director,
stockholder, employee or in any way interested.  The provisions of this  section
shall  apply  notwithstanding  the fact that  the  presence  of  a  Director  or
stockholder, with whom a contract or transaction is made or entered into or  who
is  an officer, director, stockholder or employee of a corporation, organization
or other concern with which a contract or transaction is made or entered into or
who  is in any way interested in such contract or transaction, was necessary  to
constitute a quorum at the meeting of the Directors (or any authorized committee
thereof)  or  stockholders at which such contract or transaction was  authorized
and/or  that  the  vote of such Director or stockholder was  necessary  for  the
adoption  of  such contract or transaction, provided that if said  interest  was
material, it shall have been known or disclosed to the Directors or stockholders
voting at said meeting on said contract or transaction.  A general notice to any

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<PAGE>
person  voting  on  said  contract or transaction  that  an  officer,  Director,
stockholder or employee has a material interest in any corporation, organization
or  other  concern shall be sufficient disclosure as to such officer,  Director,
stockholder or employee with respect to all contracts and transactions with such
corporation,  organization or other concern.  This section shall be  subject  to
amendment or repeal only by action of the stockholders.
     2.    Indemnification.  Each Director and officer of the  corporation,  and
any  person  who,  at the request of the corporation, serves as  a  director  or
officer  of another organization shall be indemnified by the corporation against
any cost, expense (including attorneys, fees), judgment, liability and/or amount
paid in settlement reasonably incurred by or imposed upon him in connection with
any   action,   suit  or  proceeding  (including  any  proceeding   before   any
administrative or legislative body or agency), to which he may be made  a  party
or  otherwise  involved or with which he shall be threatened, by reason  of  his
being, or related to his status as, a Director or officer of the corporation  or
of  any other organization, which other organization he serves or has served  as
director  or  officer  at  the request of the corporation  (whether  or  not  he
continues  to  be  an  officer  or Director of the  corporation  or  such  other
organization  at  the  time  such  action, suit  or  proceeding  is  brought  or
threatened),   unless  such  indemnification  is  prohibited  by  the   Business
Corporation  Law of the Commonwealth of Massachusetts.  The foregoing  right  of
indemnification shall be in addition to any rights to which any such person  may
otherwise  be  entitled  and  shall inure to the benefit  of  the  executors  or
administrators  of  each  such person.  The corporation  may  pay  the  expenses
incurred  by  any such person in defending a civil or criminal action,  suit  or
proceeding  in  advance  of  the final disposition  of  such  action,  suit,  or
proceeding, upon receipt of an undertaking by such person to repay such  payment
if  it  is  determined  that  such  person is not  entitled  to  indemnification
hereunder.  This section shall not affect any rights to indemnification to which
corporate  personnel  other  than Directors and  officers  may  be  entitled  by
contract or otherwise under law.  This section shall be subject to amendment  or
repeal only by action of the stockholders.
                                        
                                   ARTICLE VI
                                        
                            Miscellaneous Provisions
                                        
     1.    Fiscal Year.  Except as from time to time otherwise determined by the
Directors,  the fiscal year of the corporation shall be the twelve  (12)  months
ending  the  last  day of December.  Following any change  in  the  fiscal  year
previously adopted, a certificate of such change, signed under the penalties  of
perjury  by the Clerk or an Assistant Clerk, shall be filed forthwith  with  the
state secretary.
     2.    Seal.   The seal of this corporation shall, subject to alteration  by
the  Directors,  bear its name, the word "Massachusetts", and the  year  of  its
incorporation.
     3.    Execution  of Instruments.  All deeds, leases, transfers,  contracts,
bonds,  notes and other obligations authorized to be executed by an  officer  of
the  corporation in its behalf shall be signed by the President or the Treasurer
except  as  the  Directors  may  generally  or  in  particular  cases  otherwise
determine.
     4.     Voting  of  Securities.   Except  as  the  Directors  may  otherwise
designate,  the  President or Treasurer may waive notice  of,  and  appoint  any
person or persons to act as proxy or attorney in fact for this corporation (with
or without power of substitution) at any meeting of stockholders or shareholders
of any other corporation or organization, the securities of which may be held by
the corporation.
     5.    Corporate Records.  The original, or attested copies, of the Articles
of  Organization,  By-laws  and  records of all meetings  of  incorporators  and
stockholders, and the stock and transfer records, which shall contain the  names
of all stockholders and the record address and the amount of stock held by each,
shall be kept in Massachusetts at the principal office of the corporation or  at
an  office of its transfer agent or of the Clerk or of its resident agent.  Said
copies  and  records  need not all be kept in the same office.   They  shall  be
available at all reasonable times to the inspection of any stockholder  for  any
proper purpose but not to secure a list of stockholders or other information for
the  purpose of selling said list or information or copies thereof or  of  using
the  same  for  a  purpose other than in the interest of  the  applicant,  as  a
stockholder, relative to the affairs of the corporation.
     6.    Articles  of  Organization.  All references in these By-laws  to  the
Articles  of  Organization  shall  be  deemed  to  refer  to  the  Articles   of
Organization of the corporation, as amended and in effect from time to time.
     7.    Amendments.  These By-laws, to the extent provided in these  By-laws,
may  be amended or repealed, in whole or in part, and new By-laws adopted either
(a)  by  the  stockholders at any meeting of the stockholders by the affirmative
vote  of  the  holders of at least two-thirds in interest of the  capital  stock
present and entitled to vote, provided that notice of the proposed amendment  or
repeal  or  of the proposed making of new By-laws shall have been given  in  the

                                       49
<PAGE>
notice of such meeting, or (b) if so authorized by the Articles of Organization,
by the Board of Directors at any meeting of the Board by the affirmative vote of
at  least two-thirds of the Directors then in office, but no amendment or repeal
of  a By-law shall be voted by the Board of Directors and no new By-law shall be
made by the Board of Directors which alters the provisions of these By-laws with
respect to removal of Directors, or the election of committees by Directors  and
the  delegation of powers thereto, nor shall the Board of Directors make,  amend
or  repeal  any  provision  of  the  By-laws  which  by  law,  the  Articles  of
Organization or the By-laws requires action by the stockholders.  Not later than
the  time  of  giving notice of the meeting of stockholders next  following  the
making,  amending, or repealing by the Directors of any By-law,  notice  thereof
stating the substance of such change shall be given to all stockholders entitled
to  vote on amending the By-laws.  Any By-law or amendment of a By-law made  the
Board of Directors may be amended or repealed by the stockholders by affirmative
vote as above provided in this Section 7.
                                        
                                   ARTICLE VII
                                        
                    Massachusetts General Laws, Chapter 110D
                                        
     Until  such  time  as this Article VII shall be repealed or  these  By-laws
shall  be amended to provide otherwise in accordance with Article VI, Section  7
of  these  By-laws, the provisions of Chapter 110D of the Massachusetts  General
Laws  shall not apply to "control share acquisitions" of the corporation  within
the meaning of said Chapter 110D.

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<PAGE>
     

                                                                      Exhibit 21
                                        
                      AMERICAN POWER CONVERSION CORPORATION
                        Subsidiaries as of March 31, 1999
<TABLE>
<CAPTION>
                                                          Place of
Subsidiary                                                Incorporation
<S>                                                       <C>               
APC America, Inc.                                         Delaware
APC Sales & Service Corp.                                 Delaware
Systems Enhancement Corporation                           Missouri
APC Foreign Sales Corporation                             Barbados, W.I.
American Power Conversion Europe S.A.R.L.                 France
American Power Conversion Corporation (A.P.C.) B.V.       The Netherlands
     APC Distribution Limited                             Ireland
     APC (EMEA) Limited                                   Ireland
     APC Holdings B.V.                                    The Netherlands
          APC Deutschland GmbH                            Germany
          American Power Conversion UK Ltd.               England
          American Power Conversion Sweden AB             Sweden
          APC Benelux B.V.                                The Netherlands
     American Power Conversion (Phils.), Inc.             Philippines
          American Power Conversion Land Holdings Inc.    Philippines
          (40%; 60% Filipino nationals)
     APC (Suzhou) Uninterrupted Power Supply Co., Ltd.    China
     American Power Conversion Singapore Pte Ltd.         Singapore
Silcon A/S                                                Denmark
     American Power Conversion Denmark A/S                Denmark
     Gutor Electronic AG                                  Switzerland
     Gotec Limited                                        Ireland
     Silcon (Quingdao) Power Electronics Co. Ltd.         China
American Power Conversion Mexico, S.A. de C.V.            Mexico
American Power Conversion Uruguay S.A.                    Uruguay
APC Japan, Inc.                                           Japan
American Power Conversion (India) Private Limited         India
</TABLE>

                                       51
                                                                                
                                                                      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 4, 1999, relating to the consolidated balance sheets  of
American  Power Conversion Corporation and subsidiaries as of December 31,  1998
and  1997,  and  the  related  consolidated statements  of  income,  changes  in
shareholders'  equity  and cash flows for each of the years  in  the  three-year
period  ended December 31, 1998, and the related schedule, which reports  appear
in the 1998 annual report on Form 10-K of American Power Conversion Corporation.



                                   KPMG LLP


Providence, Rhode Island
March 22, 1999

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