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
      EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 1999

                                       or

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

                         Commission File Number 1-12432

                      AMERICAN POWER CONVERSION CORPORATION
             (Exact name of Registrant as specified in its charter)

         MASSACHUSETTS                                 04-2722013
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
 Incorporation or Organization)

             132 FAIRGROUNDS ROAD, WEST KINGSTON, RHODE ISLAND 02892
                                  401-789-5735
          (Address and telephone number of Principal Executive Offices)

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 17, 2000 was approximately $5,503,456,000 based
on  the  price  of the last reported sale as reported by The  NASDAQ  Stock
Marketr  on  February 17, 2000.  The number of shares  outstanding  of  the
Registrant's Common Stock on February 17, 2000 was 193,442,000.

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  11,  2000  are
incorporated by reference in Part III hereof.

                                        1
<PAGE>

                                     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  ("UPSs"),  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 back-up power in the
event  of  the loss of utility power.  The back-up 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, configuration, 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.

Market Overview
The  growth  of  the  power protection 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.  Additionally, there  has  been  a  rise  in  the
installation  of  large datacenters and Web hosting facilities  to  support  the
rapidly  growing Internet-based market.  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  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.

                                        2
<PAGE>
In   1999,  the  Company  focused  on  providing  global,  end-to-end,   Nonstop
NetworkingT  solutions  for the PC, server, datacenter,  and  enterprise  market
place.   Particular emphasis was placed on the expanding role of the Company  in
the rapidly growing market for three-phase UPS equipment with customers such  as
Internet  service providers, Web hosting, and co-locators who use large  amounts
of  information  technology ("IT") equipment to support their subscribers.   The
Company's  operations  worldwide were impacted by  the  continued  expansion  of
networking-based  applications, the continued rapid expansion of  Internet-based
applications, the growth of the PC market, 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 500 kVA (suitable for mainframe
computers  or  facilities).  List prices to end-users range  from  approximately
$100  to  approximately  $200,000.  The Company also  offers  a  line  of  surge
protection  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 power management solutions.  The
primary  software offering is sold under the PowerChuter plus name and  provides
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 to end-users range from $169 to $499.

The Company also offers a range of power management hardware accessories.  These
solutions  include  add-on  hardware to manage  and  monitor  attached  UPS  and
networking  equipment.  Additionally, the Company offers  a  free-standing  rack
enclosure  product,  NetShelterr, and a variety of rack  accessories  to  better
utilize  precious  space  in  a computer room.  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.

                                        3
<PAGE>
The  Company  offers a standard one-year limited warranty which  covers  certain
SilconT 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.  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,
depending  on  the  model, provides up to $25,000 for repair or  replacement  of
customers'  hardware should a surge or lightning strike pass through  a  Company
unit.   The  policy  applies to all units manufactured after  January  1,  1992.
Other  restrictions also apply.  The Company's customers can also  register  the
ProtectNetr  line of data line surge suppressors for a "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 computer 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.

No  single  customer comprised 10% or more of the Company's net sales  in  1999.
One  customer  accounted  for approximately 11% and 10%,  respectively,  of  the
Company's net sales in 1998 and 1997.

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 force 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 has charged its sales  force
with providing its customers with comprehensive product and service solutions to
their power management needs.

The  Company's  marketing activities include market research, product  planning,
trade  shows,  sales and pricing strategies, 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.

Supply Chain Management - Manufacturing, Quality, and Distribution
The  Company's  manufacturing  operations are  located  in  the  United  States,
Philippines,  Ireland,  China,  India, 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 lean "cell"  based  manufacturing
processes, 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.

                                        4
<PAGE>
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.

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 and  Castlebar,  Ireland,
China,  and  at  three 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.

The  Company  continues  to  invest  in a worldwide  distribution  network  that
delivers its products and services to the Company's customers.  The Company owns
or  leases  distribution centers in numerous countries across  the  globe.   All
distribution centers are connected to the Company's customer service  operations
via  the  Company's  Enterprise Resource Planning system, which  enables  orders
received  from  any point in the network to be fulfilled from  any  distribution
center throughout the world.  During 1999 and 1998, the Company deployed several
enhanced   fulfillment  capabilities  in  support  of  its  overall   E-commerce
initiatives.  These capabilities include the use of Electronic Data  Interchange
transactions  between the Company and its distributors for  receipt  of  orders,
acknowledgement  of  orders, and confirmation of shipments.   Additionally,  the
Company has implemented a suite of Web tools that allows consumers and resellers
to view product information, gain access to pricing information, and place their
orders via the Web.

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  1999,  the Company increased its offerings of products and services  for
the  enterprise market, specifically, geographically expanding the  availability
of  the  Silcon three-phase UPS products, introducing new Symmetrar models,  and
introducing  APC's  Global Services organization, which offers  a  comprehensive
suite   of   professional  and  maintenance  services.   Hardware  introductions
primarily focused on enhancements to the Company's SurgeArrestr, Smart-UPSr, and
Back-UPSr lines.  New software solutions announced during the year included  new
versions of the Company's PowerChute plus software to expand support of  leading
operating  systems,  including support for Microsoft Windows  2000  Beta  3  and
expanded  support  for  Linux, as well as integration  with  leading  management
platforms.

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
500  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  ArrayT, 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-UPS line and adding new features, including Universal  Serial
Bus support, to select products in the Back-UPS Pror line.

                                        5
<PAGE>
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.

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.

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 Invensys Secure Power, a unit of Invensys PLC consisting  of
PowerWare  (formerly Exide Electronics) and Best Power; 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, access  to  distribution
channels, customer service, product design, and price.

International Operations
The  Company has experienced rapid growth internationally and plans to  continue
to  expand  its  international  efforts.  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  manufacturing
operations outside of the United States are located in the Philippines, Ireland,
China,  India,  Denmark, and Switzerland.  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 across the globe.  The Company  also  owns  or
leases distribution centers in numerous countries worldwide, and utilizes  third
party warehouses in Europe, the Far East, Canada, South Africa, and Uruguay  for
distribution into its international markets.

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, 1999, the Company had approximately 5,290 full-time employees
worldwide,  approximately 1,633 of whom are located in  the  United  States  and
Canada.  The Company also engages other personnel on a part-time basis.

                                        6
<PAGE>
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 17, 2000, the executive officers  of
the Company were as follows:

 <TABLE>
 <CAPTION>
 Name                     Age   Positions
 <S>                      <C>   <C>
 Rodger B. Dowdell, Jr.   50    Chairman of the Board of Directors, President, and Chief Executive Officer
 Neil E. Rasmussen        45    Vice President, Chief Technical Officer, and Director
 Edward W. Machala        45    Vice President, Operations and Treasurer
 Donald M. Muir           43    Vice President, Finance and Administration, and Chief Financial Officer
 Emanuel E. Landsman      63    Vice President, Clerk, and Director
 David P. Vieau           49    Vice President, Worldwide Business Development
 Aaron L. Davis           33    Vice President, Small Systems Group
 </TABLE>

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

Neil E. Rasmussen became Chief Technical Officer of the Company in 1997 and  has
been  Vice  President and a Director of the Company since its  inception.   From
1979  to  1981, Mr. Rasmussen worked in the Energy Systems Engineering Group  at
Massachusetts Institute of Technology's ("M.I.T.") Lincoln Laboratory.

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 M.I.T.'s
Lincoln Laboratory, where he was in the Space Communications Group from 1966  to
1977 and the Energy Systems 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 to the newly created role of Vice President, Small
Systems  Group  in  May  1999  after serving as Vice  President,  Marketing  and
Communications  since  June 1997 and Vice President of Marketing  Communications
since  January  1995.   Mr. Davis joined the Company as  Director  of  Marketing
Communications in May 1989.

                                        7
<PAGE>
Item 2. Properties
The  Company's  principal properties are located in the United States,  Ireland,
Philippines, China, India, Denmark, and Switzerland.  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.

<TABLE>
<CAPTION>
                                Sales,
 Location of                 Marketing &
 Principal Properties       Administration      Manufacturing      R&D        Warehouse      Total
 In square feet
 <S>                            <C>               <C>            <C>           <C>           <C>
 Owned
 United States
 Rhode Island                   163,330           98,930                         4,980       267,240
 Massachusetts                                                   65,000                       65,000
 Europe
 Ireland                         58,900          192,300                       118,800       370,000
 Denmark                         27,660           71,925         11,065                      110,650
 Far East
 Philippines                                     175,330                        40,000       215,330

 Leased
 United States
 Rhode Island                    29,000           58,000         19,040        441,130       547,170
 Missouri                        13,155            2,700         10,460          1,350        27,665
 Europe
 Switzerland                     14,120           19,380            540          8,610        42,650
 Far East
 China                                            38,945                        18,685        57,630
 India                                            39,090                         6,205        45,295
</TABLE>



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.



                                        8
<PAGE>
                                     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 1999 and 1998.

 <TABLE>
 <CAPTION>
                                      1999                                  1998
                            High               Low                High               Low
 <S>                      <C>                <C>                <C>                <C>
 First Quarter            $27.125            $14.032            $15.188            $11.750
 Second Quarter            21.125             13.250             17.188             13.563
 Third Quarter             22.500             17.188             19.750             13.438
 Fourth Quarter            28.750             16.188             24.781             14.875
 </TABLE>

On  February 17, 2000, the closing sale price for the Company's Common Stock was
$33.938  per  share.  As  of February 17, 2000, there were  approximately  2,231
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.   Earnings per share and share data  reflect  a  stock  split
effected in 1999.

 <TABLE>
 <CAPTION>
                                    1999          1998          1997          1996          1995
 <S>                          <C>           <C>             <C>           <C>           <C>
 Net sales                    $1,337,265    $1,125,835      $873,388      $706,877      $515,262
 Cost of goods sold              722,735       621,073       476,060       407,902       284,500
 Gross profit                    614,530       504,762       397,328       298,975       230,762
 Operating expenses              335,305       300,293       225,890       165,185       127,057
 Operating income                279,225       204,469       171,438       133,790       103,705
 Other income, net                13,292        11,687         6,354         5,189           860
 Earnings before income
  taxes and minority interest    292,517       216,156       177,792       138,979       104,565
 Income taxes                     86,293        68,231        56,004        46,558        35,029
 Earnings before
   minority interest             206,224       147,925       121,788        92,421        69,536
 Minority interest, net                -           349             -             -             -
 Net income                     $206,224      $147,576      $121,788       $92,421       $69,536
 Basic earnings per share          $1.07          $.77          $.64          $.49          $.37
 Basic weighted average
   shares outstanding            192,201       191,006       189,986       187,744       185,878
 Diluted earnings per share        $1.05          $.76          $.63          $.49          $.37
 Diluted weighted average
   shares outstanding            196,088       193,576       192,242       188,694       187,734
 Total assets                 $1,106,938      $871,983      $641,290      $504,002      $346,588
 Short-term debt                    $102       $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, and net income, expressed as a percentage of net sales,  for
the years ended December 31, 1999, 1998 and 1997.

 <TABLE>
 <CAPTION>
                                      1999           1998           1997
 <S>                                 <C>            <C>            <C>
 Net sales                           100.0          100.0          100.0
 Cost of goods sold                   54.0           55.2           54.5
 Gross profit                         46.0           44.8           45.5
 Marketing, selling, general &
   administrative expenses            22.5           23.1           23.3
 Research & development                2.6            2.9            2.6
 Acquired research & development         -             .6              -
 Operating income                     20.9           18.2           19.6
 Other income, net                     1.0            1.0             .7
 Earnings before income taxes &
   minority interest                  21.9           19.2           20.3
 Net income                           15.4           13.1           13.9
 </TABLE>

Revenues
Net  sales  in  fiscal  year 1999 increased by 18.8% to  $1,337.3  million  from
$1,125.8  million  in  fiscal year 1998, which reflected a 28.9%  increase  from
$873.4  million  in  fiscal year 1997.  The increases from  1997  to  1999  were
attributable  to  strong demand for the Company's products across  all  solution
applications,  combined with sales attributable to Silcon  A/S  ("Silcon")  (see
"Acquisition" below).  In addition, sales of new products and increased  efforts
by  the Company's sales force have contributed to increased sales volumes.   Net
sales  attributable to new products totaled approximately 7%, 11%,  and  8%,  of
1999, 1998 and 1997 net sales, respectively.

Foreign  sales  to unaffiliated customers, primarily in Europe,  the  Far  East,
Canada,  and South America, in fiscal year 1999 were $632.7 million or 47.3%  of
net  sales compared to $486.6 million or 43.2% of net sales in fiscal year  1998
and  $378.3 million or 43.3% of net sales in fiscal year 1997.  See also note  8
to the consolidated financial statements.

Cost of Goods Sold
Cost  of goods sold was $722.7 million or 54.0% of net sales in fiscal year 1999
compared  to  $621.1 million or 55.2% of net sales in fiscal year  1998.   Gross
margins for fiscal year 1999 were 46.0% of sales, approximately 120 basis points
higher  than  in  fiscal  year 1998.  The improvement was  driven  primarily  by
manufacturing  cost  reductions,  particularly  material  cost  reductions,  the
ongoing  transition of production from the U.S. and Ireland to the  Philippines,
improved  capacity  utilization associated with the  closure  of  the  Company's
manufacturing  facility  in  Fort Meyers, Florida,  and  volume  related  margin
improvements in Silcon and Symmetra products.

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 accounted for  a  larger  percentage  of
revenue in 1998 compared to previous years.

Total  inventory  reserves at December 31, 1999 were $17.1 million  compared  to
$13.3  million at December 31, 1998.  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.

                                       10
<PAGE>
Operating Expenses
Marketing,  selling,  general, and administrative (SG&A)  expenses  were  $300.7
million or 22.5% of net sales in 1999 compared to $260.2 million or 23.1% of net
sales  in  1998 and $203.5 million or 23.3% of net sales in 1997.  The increases
in  total spending in 1999 and 1998 were due primarily to costs associated  with
increased  advertising and promotional costs, as well as costs  associated  with
increased  staffing and operating expenses of the Company's marketing,  selling,
and  administrative functions.  However, the decreases as a percentage of  sales
from 1997 to 1999 were attributable to certain fixed SG&A expenses spread over a
higher  revenue  base,  as  well  as the Company's  focused  efforts  to  manage
spending.

The  allowance for bad debts was 8.3% of gross accounts receivable  at  December
31,  1999  compared  to  7.9% at December 31, 1998.  The  Company  continues  to
experience   strong   collection  performance.   Accounts  receivable   balances
outstanding  over 60 days represented 9.0% of total receivables at December  31,
1999,  up  slightly  from 8.6% at December 31, 1998.  This increase  reflects  a
growing  portion  of  the Company's business originating in areas  where  longer
payment terms are customary, including a growing contribution from international
markets  as  well  as  large system enterprise sales primarily  associated  with
Silcon products.  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 were $34.6 million or 2.6% of net sales in 1999, $32.6 million
or  2.9%  of net sales in 1998, and $22.4 million or 2.6% of net sales in  1997.
The  increased R&D spending primarily reflects increased numbers of software and
hardware  engineers  and  costs  associated with  new  product  development  and
engineering support.  The slight decrease as a percentage of sales from 1998  to
1999 was attributable to certain fixed R&D expenses spread over a higher revenue
base.   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  1997 to 1999 due to higher average cash balances  available
for investment during 1998 and 1999.

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   approximately  29.5%,  30.5%,  and  31.5%,  in  1999,  1998   and   1997,
respectively.  The decrease from 1997 to 1999 is due to the tax savings from  an
increasing  portion  of  taxable earnings being  generated  from  the  Company's
operations  in jurisdictions currently having a lower income tax rate  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, 1999 was $706.0 million  compared  to  $493.8
million at December 31, 1998.  The Company has been able to increase its working
capital position as the result of continued strong operating results and despite
internally  financing the capital investment required to expand its  operations.
The Company's cash and cash equivalents position increased to $456.3 million  at
December 31, 1999 from $219.9 million at December 31, 1998.

Worldwide inventories were $176.5 million at December 31, 1999, down from $228.7
million at December 31, 1998 due primarily to a decrease in raw material levels.
This decrease was associated principally with improved materials management  and
increased utilization of just-in-time planning.

                                       11
<PAGE>
Inventory  levels  as a percentage of quarterly sales were  45%  in  the  fourth
quarter  of  1999, down from 56% in the third quarter of 1999  and  72%  in  the
fourth quarter of 1998.

At  December  31,  1999,  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  and $7 million under unsecured line of credit agreements with a  second
and  third  bank,  respectively, at similar interest rates.  No borrowings  were
outstanding under these facilities at December 31, 1999.  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 this indebtedness during the second half of 1998
and  $12.4  million  during  1999.  The Company  had  no  significant  financial
commitments,  other  than those required in the normal course  of  business,  at
December 31, 1999.

During 1999 and 1998, the Company's capital expenditures, net of capital grants,
amounted  to  approximately  $36.0  million  and  $55.7  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, principally  in
the  U.S. and the Far East, and to support the increased marketing, selling, and
administrative efforts necessitated by the Company's growth.  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, 1999.

As   part  of  the  Company's  ongoing  efforts  to  capitalize  on  its  global
manufacturing presence, the Company closed its Fort Myers, Florida manufacturing
facility during the third quarter of 1999.  This closure is not expected to have
a  material  adverse  effect on the Company's business,  operating  results,  or
financial condition.

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.

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.

Stock Repurchase Program
In  September  1999,  the  Company announced that the  Board  of  Directors  had
authorized  the  repurchase  of  up  to ten  million  shares  of  the  Company's
outstanding common stock.  Such purchases of stock may be made through September
10,  2001,  from  time to time on the open market as market conditions  warrant.
The  objective  of  the  repurchase program is to offset potential  dilution  of
earnings per share, which may result from the Company's employee stock ownership
programs.  No shares were repurchased during 1999.

Shareholder Rights Plan
In September 1999, the Company's Board of Directors adopted a Shareholder Rights
Agreement (the "Plan").  Under the terms of the Plan, which expires in September
2009,  the  Company declared a dividend of one Common Stock Purchase Right  (the
"Rights"),  for  each outstanding share of common stock held  at  the  close  of
business  on  September 13, 1999.  The Rights will become  exercisable,  if  not
earlier  redeemed  or exchanged, only after a person or group has  acquired,  or
announced a tender offer which would result in a person or group acquiring,  15%
or  more  of  the  Company's  common  stock.   In  the  event  a  Right  becomes
exercisable,  the  Plan allows the Company's shareholders  to  purchase,  at  an
exercise  price of $110 per Right, subject to adjustment, common  stock  of  the
Company  having a market value of $220.  The Company will generally be  entitled
to  redeem the Rights at $.01 per Right at any time until a person or group  has
acquired a 15% stock position.  Until exercise, a Right holder, as such, has  no
rights as a shareholder of the Company.

                                       12
<PAGE>
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 to acquire  stock
of Silcon, a Denmark-based manufacturer of three-phase UPSs up to 500 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%.   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,  the Company completed its acquisition of the remaining  outstanding
shares  of Silcon in October 1999.  In connection with the mandatory redemption,
the  Copenhagen  Stock  Exchange  approved the  de-listing  of  Silcon's  shares
effective  March 1, 1999.  The Company's cash outlays associated with the  step-
acquisition  of  $64.4  million during 1998 and $8.4 million  during  1999  were
financed from operating cash.

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.   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 $53 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  various  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  1999,  1998  and
1997.

At   December  31,  1999,  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                      36,585               $18,766
   European Euros                    17,145                17,213
   Japanese Yen                   1,345,259                13,159
   British Pounds                     5,967                 9,646
   French Francs                     48,779                 7,470
   Swiss Francs                       7,961                 4,981
   </TABLE>

The  Company  also  had  non-trade  receivables  of  3.3  million  Irish  Pounds
(approximately  US$4.2 million) and short term debt and liabilities  denominated
in  various  European currencies of US$45.4 million, as well as Yen  denominated
liabilities of approximately US$7.5 million.

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

                                       13
<PAGE>
Recently Issued Accounting Standard
In  June  1998,  the  Financial Accounting Standards Board 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, 2000, as provided for in SFAS  No.  137.
The  adoption of this Statement is not expected to have a material 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 were 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.  All planned tests  in  business
systems  and operations have been completed and no problems were reported.   Key
vendors surveyed reported no problems that would affect their ability to support
the  Company.   To date, the Company has experienced no material adverse  effect
from the date rollover to January 1, 2000.  The Company considers its operations
to  be  year  2000  functional and ready to support its customers,  however  the
Company  continues  to monitor its systems and there can be  no  assurance  that
there will be no year 2000 issues in the future.

Assessment of the Company's Products for Year 2000 Compliance
All  of the Company's hardware products and accessories are believed to be  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
there  are no known defects related to scheduled events such as shutdowns, self-
tests,  and  run-time calibrations and also the handling of unscheduled  events,
such  as  power failures, which are directly attributable to the millennium  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's  products and provided also that the Company's products  are  used  in
accordance  with  the  product documentation.  The Company  has  also  performed
extensive  testing  of all software products that it is currently  offering  for
licensing  and  has determined that these products are substantially  year  2000
compliant.   Periodically  updated  information  about  the  Company's  software
products  is available at the Company's Year 2000 Readiness Disclosure Web  site
(www.APCC.com; the information on this Web site is not incorporated by reference
into  this  document).  Information on this site is provided  to  the  Company's
customers for the sole purpose of assisting in assessing their transition to the
year  2000.   Such  information is the most currently available  concerning  the
behavior  of the Company's products in the new century and is provided  "as  is"
without  warranty  of  any  kind.  The Company's year  2000  compliant  products
recognize  the  year 2000 as a leap year.  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 respect to its products and services.

Assessment of the Company's Information Technology ("IT") and Non-IT Systems for
Year 2000 Compliance
The  Company's  Oracle  manufacturing  and financial  information  systems  were
implemented during 1998.  The Company has evaluated the year 2000 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.  During the  second  quarter  of  1999,  final
installation  and  testing of additional software patches completed  efforts  to
bring  these systems into compliance.  The Company did 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 has conducted an evaluation of its non-IT
systems for compliance, including those related to its manufacturing facilities,
distribution  centers, and production and engineering equipment.   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  has
also  conducted  a  review  of  such  software  and  equipment.   The  Company's
evaluation  and  review  of  its non-IT systems and  third  party  software  and
equipment were completed at the end of the third quarter of 1999.

                                       14
<PAGE>
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 included 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 were either in compliance or expected to be in compliance prior to
January  1, 2000.  The Company identified its material third party relationships
and  communicated with its significant vendors, service providers,  and  certain
strategic partners.  All such efforts, including written questionnaires, on-site
visitations,  and  education were completed at the end of the third  quarter  of
1999.    Many  enterprises,  including  the  Company's  present  and   potential
customers,  may have devoted 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 year.

Development of Contingency Plans
As  the  Company's  year 2000 readiness program neared completion,  the  Company
identified  worst case scenarios involving the interruption of critical  vendors
as  a  result  of infrastructure failures or third party vendor  failures.   The
Company completed its contingency plans at the end of the third quarter of 1999.
Such  plans  included but were not limited to maintaining appropriate  inventory
levels,  as  well  as requiring critical vendors to maintain  certain  inventory
levels.

It is the Company's policy to expense as incurred all costs associated with year
2000  readiness.   The  Company developed a separate budget  for  operating  and
capital expenditures relating to year 2000 issues.  No IT projects were deferred
due  to  year  2000  efforts.  Based on the results of its year  2000  readiness
program 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.

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
"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.

                                       15
<PAGE>
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 continue expanding its level of global operations  during
2000.   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
All planned tests in business systems and operations have been completed and  no
problems  were reported.  Key vendors surveyed reported no problems  that  would
affect  their  ability  to  support  the Company.   To  date,  the  Company  has
experienced  no  material adverse effect from the date rollover  to  January  1,
2000.  The Company considers its operations to be year 2000 functional and ready
to  support its customers, however the Company continues to monitor its  systems
and  there  can  be no assurance that there will be no year 2000 issues  in  the
future.  Although the Company has taken measures to address the impact, if  any,
of  year 2000 issues, it cannot predict the ultimate 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.

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.

                                       16
<PAGE>
Foreign Operations; Risk of Currency Fluctuations
The  Company  manufactures  and markets its products worldwide  through  several
foreign  subsidiaries,  distributors, and resellers.   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 47.3%,  43.2%,  and  43.3%  of  the
Company's  net  sales  in  1999,  1998  and  1997,  respectively.   The  Company
anticipates  that international sales will continue to account for a significant
portion  of  revenue.  The Company invoices its customers in various 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,  patents, and copyrights  to  protect  its  proprietary
rights.  Although the Company owns certain patents, and has applied, and in  the
future  may  apply,  for patents, 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   which
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
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 acquisition of Silcon, see the "Acquisition" section above.

                                       17
<PAGE>
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 2000.  In addition, should the Company's
intercompany  transfer  pricing  with respect  to  its  Ireland  or  Philippines
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
<TABLE>
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 1999 and 1998
In thousands




ASSETS
<CAPTION>
                                                                1999                  1998
<S>                                                         <C>                   <C>
Current assets:
Cash and cash equivalents                                   $456,325              $219,908
Accounts receivable, less allowance for doubtful accounts
  of $19,543 in 1999 and $15,471 in 1998 (Note 2)            216,810               180,356
Inventories (Note 3)                                         176,477               228,682
Prepaid expenses and other current assets                     18,283                17,801
Deferred income taxes (Note 5)                                31,962                28,498

     Total current assets                                    899,857               675,245

Property, plant, and equipment:
Land, buildings, and improvements                             58,220                51,735
Machinery and equipment                                      130,031               125,274
Office equipment, furniture, and fixtures                     55,284                44,955
Purchased software                                            17,114                11,505

                                                             260,649               233,469

Less accumulated depreciation and amortization               103,422                85,205

     Net property, plant, and equipment                      157,227               148,264

Goodwill and other intangibles                                48,239                45,837

Other assets                                                   1,615                 2,637

     Total assets                                         $1,106,938              $871,983
</TABLE>









See accompanying notes to consolidated financial statements.

                                       19
<PAGE>

<TABLE>
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 1999 and 1998
In thousands




LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
                                                                1999                  1998
<S>                                                          <C>                   <C>
Current liabilities:
Short term debt (Note 4)                                        $102               $12,540
Accounts payable                                              78,641                75,190
Accrued expenses                                              41,864                31,029
Accrued compensation                                          25,743                22,130
Accrued sales and marketing programs                          16,853                17,824
Income taxes payable                                          30,616                22,753

     Total current liabilities                               193,819               181,466

Deferred tax liability (Note 5)                               11,029                 7,500

     Total liabilities                                       204,848               188,966

Minority interest                                                  -                 1,725

Shareholders' equity (Notes 6 and 7):
Common stock, $.01 par value; authorized 450,000
  shares in 1999 and 200,000 in 1998;
  issued 193,339 in 1999 and 191,946 in 1998                   1,933                 1,919
Additional paid-in capital                                    82,989                66,121
Retained earnings                                            820,525               614,301
Treasury stock, 250 shares, at cost                          (1,551)               (1,551)
Accumulated other comprehensive income                       (1,806)                   502

     Total shareholders' equity                              902,090               681,292

COMMITMENTS AND CONTINGENCIES
  (Notes 9, 11 and 12)

OTHER INFORMATION (Notes 4 and 10)

     Total liabilities and shareholders' equity           $1,106,938              $871,983
</TABLE>





See accompanying notes to consolidated financial statements.

                                       20
<PAGE>

<TABLE>
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31, 1999, 1998 and 1997
In thousands except per share amounts




<CAPTION>
                                                   1999                1998                1997
<S>                                          <C>                 <C>                   <C>
Net sales (Note 8)                           $1,337,265          $1,125,835            $873,388
Cost of goods sold                              722,735             621,073             476,060

Gross profit                                    614,530             504,762             397,328

Costs and expenses:
Marketing, selling, general, and
  administrative                                300,713             260,176             203,469
Research and development                         34,592              32,563              22,421
Acquired research and development                     -               7,554                   -

Total operating expenses                        335,305             300,293             225,890

Operating income                                279,225             204,469             171,438

Other income, net                                13,292              11,687               6,354

Earnings before income taxes and
  minority interest                             292,517             216,156             177,792

Income taxes (Note 5)                            86,293              68,231              56,004

Earnings before minority interest               206,224             147,925             121,788

Minority interest, net                                -                 349                   -

Net income                                     $206,224            $147,576            $121,788

Basic earnings per share (Note 1)                 $1.07                $.77                $.64
Basic weighted average shares outstanding       192,201             191,006             189,986

Diluted earnings per share (Note 1)               $1.05                $.76                $.63
Diluted weighted average shares outstanding     196,088             193,576             192,242
</TABLE>







See accompanying notes to consolidated financial statements.

                                       21
<PAGE>

<TABLE>
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Years ended December 31, 1999, 1998 and 1997
In thousands

<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, 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
2-for-1 stock split
  effective
  May 28, 1999     94,897      949      (949)               (125)                               -
Balances at
  December 31,
  1996 as
  adjusted        189,794    1,898     47,425    344,937    (250)    (1,551)       -      392,709
Net income                                       121,788                                  121,788
Comprehensive
  income                                                                                  121,788
Exercises of
  stock options       696        7      3,225                                               3,232
Tax effect of
  exercises of
  stock options                           765                                                 765
Shares issued to
  Employee Stock
  Ownership Plan      276        3      3,257                                               3,260
Balances at
  December 31,
  1997            190,766    1,908     54,672    466,725    (250)    (1,551)        -     521,754
Net income                                       147,576                                  147,576
Foreign currency
  translation
  adjustment                                                                      502         502
Comprehensive
  income                                                                                  148,078
Exercises of
  stock options     1,106       11      8,470                                               8,481
Tax effect of
  exercises of
  stock options                         2,082                                               2,082
Shares issued to
  Employee Stock
  Purchase Plan        74                 897                                                 897
Balances at
  December 31,
  1998            191,946     1,919    66,121    614,301    (250)    (1,551)       502    681,292
Net income                                       206,224                                  206,224
Foreign currency
  translation
  adjustment                                                                   (2,308)    (2,308)
Comprehensive
  income                                                                                  203,916
Exercises of
  stock options     1,285        13    12,762                                              12,775
Tax effect of
  exercises of
  stock options                         2,565                                               2,565
Shares issued to
  Employee Stock
  Purchase Plan       108         1     1,541                                               1,542
Balances at
  December 31,
  1999            193,339    $1,933   $82,989   $820,525    (250)   $(1,551)  $(1,806)   $902,090
</TABLE>




See accompanying notes to consolidated financial statements.

                                       22
<PAGE>

<TABLE>
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 1999, 1998 and 1997
In thousands

<CAPTION>
                                                     1999               1998               1997
<S>                                              <C>                <C>                <C>
Cash flows from operating activities
Net income                                       $206,224           $147,576           $121,788
Adjustments to reconcile net income to net
 cash provided by operating activities:
Depreciation and amortization                      30,590             22,951             17,716
Gain on sale of property, plant and equipment       (277)                  -                  -
Provision for doubtful accounts                     6,015              6,593              4,834
Deferred income taxes                                  65            (5,967)            (1,061)
Acquired research and development                       -              7,554                  -
Changes in operating assets and liabilities
 excluding effects of acquisitions:
  Accounts receivable                            (42,469)           (36,321)           (26,821)
  Inventories                                      52,205          (105,327)             26,631
  Prepaid expenses and other current assets         (482)            (4,151)            (2,372)
  Other assets                                      1,022              (536)                644
  Accounts payable                                  3,451             23,550            (4,999)
  Accrued expenses                                 10,835              1,418              3,864
  Accrued compensation                              3,613              5,654              4,256
  Accrued sales and marketing programs              (971)              1,859              (395)
  Income taxes payable                             10,428              3,138              3,425
Other, net                                        (2,382)              (409)                  -
Net cash provided by operating activities         277,867             67,582            147,510

Cash flows from investing activities
Capital expenditures, net of capital grants      (36,003)           (55,654)           (37,208)
Proceeds from sale of property, plant
 and equipment                                      1,100              3,200                  -
Acquisitions                                      (8,426)           (62,424)                101
Net cash used in investing activities            (43,329)          (114,878)           (37,107)

Cash flows from financing activities
Repayment of short term debt                     (12,438)           (12,308)                  -
Proceeds from issuances of common stock            14,317              9,378              6,497
Net cash provided by (used in) financing
  activities                                        1,879            (2,930)              6,497

Net change in cash and cash equivalents           236,417           (50,226)            116,900
Cash and cash equivalents at beginning of year    219,908            270,134            153,234
Cash and cash equivalents at end of year         $456,325           $219,908           $270,134

Supplemental cash flow disclosures
Cash paid during the year for:
Income taxes (net of tax refunds)                 $70,204            $65,109            $48,563
Interest                                             $922               $609                 $-
Details of acquisitions:
 Fair value of assets                              $8,426           $113,177                 $-
 Liabilities and minority interest                      -           (48,793)                  -
 Cash paid                                          8,426             64,384                  -
 Cash acquired                                          -            (1,960)              (101)
 Acquisitions                                      $8,426            $62,424             $(101)
</TABLE>

NON-CASH TRANSACTIONS: In 1999, 1998 and 1997, the tax effect of the exercise of
stock options resulted in increases to additional paid-in capital and reductions
to income taxes payable of $2,565, $2,082, and $765, 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, 1999, 1998 and 1997


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  ("UPSs"),  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-owned   subsidiaries.    All
intercompany accounts and transactions are eliminated in consolidation.

Revenue Recognition
Revenue from sales of the Company's products, including UPS products, electrical
surge   protection   devices,  power  conditioning  products,   and   associated
accessories,  is  recognized at the time the goods are  shipped  or  when  title
passes,  with  appropriate  provisions for  sales  returns  and  allowances  and
uncollectible accounts.  Revenues from the sale of service-related contracts are
deferred and recognized ratably over an established term, typically one to  five
years.

Cash and Cash Equivalents
Cash  and  cash  equivalents consist 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, 1999.

                                       24
<PAGE>
Research and Development
Expenditures  for research and development ("R&D") are expensed  in  the  period
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 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, depending on the
model, provides up to $25,000 for repair or replacement of a customer's 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 $275  million
at  December  31,  1999.  The Company plans to reinvest all  such  earnings  for
future  expansion.  If such earnings were distributed, taxes would  increase  by
approximately $67 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.  Potential common shares for which inclusion would have
the  effect  of  increasing diluted earnings per share (i.e., antidilutive)  are
excluded from the computation.

  <TABLE>
  <CAPTION>
  In thousands                                       1999               1998                1997
  <S>                                             <C>                <C>                 <C>
  Basic weighted average shares outstanding       192,201            191,006             189,986
  Net effect of dilutive potential common
   shares outstanding based on the treasury
   stock method using the average market price      3,887              2,570               2,256
  Diluted weighted average shares outstanding     196,088            193,576             192,242

  Antidilutive potential common shares
   excluded from the computation above                872                496                 166
  </TABLE>

                                       25
<PAGE>
Stock-Based Compensation
The Company applies APB Opinion No. 25 and related Interpretations in accounting
for   its  stock-based  compensation  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 $94.4 million in 1999, $67.4 million in 1998,  and  $59.9
million in 1997.  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                                    1999                1998
  <S>                                        <C>                  <C>
  Raw materials                                $60,708              $87,975
  Work in process                                7,396                9,328
  Finished goods                               108,373              131,379
                                              $176,477             $228,682
  </TABLE>


4.   Revolving Credit Agreements and Short Term Debt

At  December  31,  1999,  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
and $7 million under unsecured line of credit agreements with a second and third
bank,  respectively, at similar interest rates.  No borrowings were  outstanding
under these facilities at December 31, 1999.  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  and  $12.4  million  of  this
indebtedness during 1999.

                                       26
<PAGE>
5.   Income Taxes

Total  federal, state, and foreign income tax expense (benefit) from  continuing
operations for the years ended December 31, 1999, 1998 and 1997 consists of  the
following:

  <TABLE>
  <CAPTION>
  In thousands            Current             Deferred                 Total
  <S>                     <C>                  <C>                   <C>
  1999:
  Federal                 $61,756               $(244)               $61,512
  State                     8,024                (239)                 7,785
  Foreign                  16,448                  548                16,996
                          $86,228                  $65               $86,293
  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
  </TABLE>

Income  tax  expense  attributable to continuing operations  amounted  to  $86.3
million  in  1999, $68.2 million in 1998, and $56.0 million in 1997,  (effective
rates  of 29.5%, 31.6%, and 31.5%, respectively).  The actual expense for  1999,
1998 and 1997 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                                     1999                1998                 1997
  <S>                                          <C>                  <C>                  <C>
  Computed "expected" tax expense              $102,381             $75,655              $62,227
  State income taxes, net of federal
    income tax benefit                            5,060               2,549                4,445
  Foreign earnings taxed at rates lower
    than U.S. statutory rate
    (principally Ireland and Philippines)      (18,754)            (12,676)             (10,727)
  Foreign sales corporation                     (1,294)             (2,729)              (1,603)
  Acquired R&D                                        -               3,094                    -
  Other                                         (1,100)               2,338                1,662
                                                $86,293             $68,231              $56,004
  </TABLE>

The  domestic and foreign components of earnings before income taxes were $188.5
million  and  $104.0 million, respectively, for 1999; $162.0 million  and  $54.2
million,   respectively,  for  1998;  and  $121.0  million  and  $56.8  million,
respectively,  for 1997.  Total income tax expense for the years ended  December
31, 1999, 1998 and 1997 was allocated as follows:

  <TABLE>
  <CAPTION>
  In thousands                             1999         1998        1997
  <S>                                   <C>          <C>         <C>
  Income from continuing operations     $86,293      $68,231     $56,004
  Shareholders' equity, for
    compensation expense for tax
    purposes in excess of amounts
    recognized for financial
    statement purposes                  (2,565)      (2,082)       (765)
                                        $83,728      $66,149     $55,239
  </TABLE>

                                       27
<PAGE>
At December 31, 1999 and 1998, deferred income tax assets and liabilities result
from temporary differences in the recognition of income and expense for tax  and
financial  reporting purposes.  The sources and tax effects of  these  temporary
differences are presented below:

  <TABLE>
  <CAPTION>
  In thousands                                                 1999                   1998
  <S>                                                        <C>                    <C>
  Deferred tax assets
  Allowance for doubtful accounts                            $5,150                 $4,441
  Additional costs inventoried for tax purposes                 920                  1,050
  Intercompany inventory profits                              4,521                  4,521
  Allowances for sales and marketing programs                 5,644                  6,517
  Inventory obsolescence reserve                              4,272                  3,865
  Accrual for compensation and compensated absences           5,629                  1,672
  Reserve for warranty costs                                  1,274                  1,024
  Deferred revenue                                            2,955                  2,356
  Other                                                       1,597                  3,052
  Total gross deferred tax assets                            31,962                 28,498
  Less valuation allowance                                        -                      -
  Net deferred tax assets                                    31,962                 28,498
  Deferred tax liabilities
  Excess of tax over financial statement depreciation         9,282                  5,605
  Other                                                       1,747                  1,895
  Total deferred tax liabilities                             11,029                  7,500
  Net deferred income taxes                                 $20,933                $20,998
  </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.


6.   Stock Plans

Stock Split
The  Company  effected a two-for-one stock split in the form  of  a  100%  stock
dividend payable on May 28, 1999 to shareholders of record on May 7, 1999.   All
share   and  per  share  amounts  in  the  accompanying  consolidated  financial
statements have been restated to give effect to this stock split.

Stock-based Compensation Plans
At  December  31,  1999, the Company had four stock option  plans  and  a  stock
purchase  plan, which are described below.  SFAS No. 123, Accounting for  Stock-
Based  Compensation, requires companies to either (a) record compensation  costs
related  to  its stock-based compensation plans, or (b) disclose pro  forma  net
income  and  earnings per share data as if the company had recorded such  costs.
The  Company  has elected to continue to apply APB Opinion No.  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-based  compensation  plans  in  the   accompanying
consolidated financial statements.  Had compensation costs for such  plans  been
determined  in  accordance  with SFAS No. 123,  the  Company's  net  income  and
earnings  per  share would have been reduced to the pro forma amounts  indicated
below:

                                       28
<PAGE>
 <TABLE>
 <CAPTION>
 In thousands except per share amounts               1999             1998              1997
 <S>                          <C>                    <C>              <C>               <C>
 Net income                   As reported            $206,224         $147,576          $121,788
                              Pro forma               181,123          132,296           116,370

 Basic earnings per share     As reported               $1.07             $.77              $.64
                              Pro forma                   .94              .69               .61

 Diluted earnings per share   As reported               $1.05             $.76              $.63
                              Pro forma                   .92              .69               .61
 </TABLE>

The pro forma effect on net income for 1999, 1998 and 1997 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 stock option grants
made  prior  to 1995.  The weighted average fair value of stock options  granted
during  1999,  1998  and  1997 was $9.35, $8.84, and $5.60,  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:

 <TABLE>
 <CAPTION>
                                   1999                  1998                  1997
 <S>                             <C>                   <C>                   <C>
 Expected volatility               59%                   57%                   57%
 Dividend yield                     -                     -                     -
 Risk-free interest rate           5.3%                  5.5%                  6.3%
 Expected life                   5 years               5 years               5 years
 </TABLE>


Stock Option Plans
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 12.0 million shares and 21.6 million shares, respectively, of common
stock.  On May 7, 1999, the Company's shareholders authorized an additional 12.0
million  shares  under the 1997 Stock Option Plan.  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 400,000 shares and 80,000 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, 1999 for 20,000 shares  at  an
exercise  price  of $19.94, February 12, 1998 for 20,000 shares at  an  exercise
price of $13.50, April 21, 1997 for 20,000 shares at an exercise price of $10.88
per share, and February 25, 1993 for 40,000 shares at an exercise price of $6.00
per share (i.e., the market price on the dates of grant).

                                       29
<PAGE>
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  2009.
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,
1999,  1998  and  1997, and changes during the years ending on  those  dates  is
presented below:

<TABLE>
<CAPTION>
Shares in thousands           1999                      1998                      1997
                                  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     9,560        $12.23       6,018        $7.81        3,218        $5.02
Granted                5,097         16.26       4,798        16.51        3,878         9.39
Exercised            (1,285)         10.12       (944)         6.62        (696)         4.65
Terminated           (1,290)         13.50       (312)        11.17        (382)         6.02
Outstanding
  at end of year      12,082         14.00       9,560        12.23        6,018         7.81
Exercisable
  at end of year       2,696         11.40       1,354         7.45          794         5.54
Shares reserved
  at end of year      25,115                    13,536                    14,480
</TABLE>

The following table summarizes information about stock options outstanding at
December 31, 1999:

<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>
   $4.56 to $4.84            778         6.0           $4.65            329           $4.72
   $5.13 to $6.81            259         4.7            5.74            223            5.57
   $8.31 to $9.81          2,058         7.2            9.00            913            8.94
  $10.73 to $11.69           317         6.9           11.39             77           10.96
  $13.00 to $14.31         3,646         9.1           14.30             18           13.87
  $15.13 to $17.70         3,622         8.3           16.22          1,078           16.13
  $19.94 to $20.06           436         9.4           20.05              -               -
  $22.41 to $24.75           966         9.6           24.11             58           22.41
                          12,082         8.2           14.00          2,696           11.40
</TABLE>

                                       30
<PAGE>
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 6,000 shares  annually  (subject  to
limitations imposed by the Internal Revenue Code).  The employee stock  purchase
plan  expires on February 11, 2007.  A total of 2.0 million shares are available
for  purchase under the Plan.  During 1999, under the Plan, 54,706  shares  were
issued  at  $14.03 per share and 53,608 shares were issued at $14.45 per  share.
During  1998, under the Plan, 42,632 shares were issued at $13.44 per share  and
30,626  shares  were issued at $10.57 per share.  There were  no  shares  issued
under the Plan during 1997.


7.   Retirement Benefits

Employee Stock Ownership Plans
At  December 31, 1999, 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  held  8.8 million shares and 9.4 million shares of  common  stock  at
December  31,  1999  and  December  31, 1998, respectively.   Substantially  all
contributed shares have been allocated to participant accounts.  No shares  were
contributed to the ESOP in 1999 or 1998.  The value of contributed shares to the
ESOP in 1997 amounted to approximately $3.3 million.

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 plus 50% of the next 3% of employee contributions.  Employees  are
fully  vested in their employer matching contributions.  The Company's  matching
contributions  in  1999, 1998 and 1997 amounted to approximately  $4.3  million,
$1.6 million, and $0.4 million, respectively.


8.   Operating Segment and Geographic Information

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 small offices/home offices 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
computer  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                                       1999                 1998                1997
<S>                                          <C>                  <C>                   <C>
Net sales                                    $1,337,265           $1,125,835            $873,388

Segment direct contribution margin             $571,696             $448,200            $345,156
Indirect operating expenses                     292,471              243,731             173,718
Other income, net                                13,292               11,687               6,354
Earnings before income taxes and
 minority interest                             $292,517             $216,156            $177,792

Segment depreciation                            $20,202              $16,996             $15,421
</TABLE>

Summary geographic information is as follows:

<TABLE>
<CAPTION>
In thousands                                       1999                 1998                1997
<S>                                            <C>                  <C>                 <C>
Net sales
United States                                  $704,585             $639,229            $495,108
North and Latin America
 excluding United States                         70,372               60,897              55,138
Europe, Middle East, and Africa                 382,213              305,108             222,011
Far East                                        180,095              120,601             101,131
                                             $1,337,265           $1,125,835            $873,388
Note:  Sales are attributed to geographic regions based on location of
       customer.  No individual foreign country is material in relation to
       total net sales.

Long-lived assets
United States                                   $79,219              $79,724             $72,167
Europe                                           84,866               87,711              17,350
Philippines                                      31,558               25,923              11,073
Other Far East                                   11,438                3,380                 404
                                               $207,081             $196,738            $100,994
</TABLE>

The  Company closely monitors the credit worthiness of its customers,  adjusting
credit  policies  and limits as deemed necessary.  No single customer  comprised
10%  or  more  of the Company's net sales in 1999.  One customer  accounted  for
approximately 11% and 10%, respectively, of the Company's net sales in 1998  and
1997.


9.   Litigation

On  or  about  August 20, 1999, General Signal Power Systems,  Inc  (a/k/a  Best
Power)  ("Best")  filed suit against the Company in the United  States  District
Court  for  the  Western District of Wisconsin alleging patent infringement  and
false  advertising.  Best 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.

                                       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.  On or about April  14,
1999, the Company removed the case from the United States District Court for the
Central  District  of  California to the United States District  Court  for  the
District of Massachusetts.  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 amounts of cash, cash equivalents, accounts receivable, short-term
debt,  accounts payable, and accrued liabilities approximate their  fair  values
because of the short duration of these instruments.


11.  Commitments

The   Company  has  several  non-cancelable  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 five  years  and
require  the  Company  to pay its proportionate share of utilities,  taxes,  and
insurance.   Rent expense under these leases for 1999, 1998 and  1997  was  $4.3
million, $2.5 million, and $2.3 million, respectively.

Future minimum lease payments under these leases are:  2000 - $4.2 million; 2001
-  $3.2  million;  2002 - $2.4 million; 2003 - $1.8 million;  and  2004  -  $1.4
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, 1999
for  the  Galway  facility were approximately $11.0 million  and  $8.1  million,
respectively.   The  total cumulative amount of capital grant  claims  submitted
through  December  31,  1999 for the Castlebar facility  was  $0.4  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, 1999  for  the
Galway  facility were approximately $1.1 million and $1.1 million, respectively.
The  total cumulative amount of training grant claims submitted through December
31,  1999 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>
1999:
Net sales                          $277,185         $315,462         $355,920         $388,698
Gross profit                       $122,155         $138,553         $166,937         $186,885
Net income                          $34,791          $42,814          $62,127          $66,492
Basic earnings per share               $.18             $.22             $.32             $.34
Basic weighted average
  shares outstanding                191,760          191,962          192,272          192,807
Diluted earnings per share             $.18             $.22             $.32             $.34
Diluted weighted average
  shares outstanding                195,576          195,177          196,621          197,625

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               $.14             $.14             $.24             $.25
Basic weighted average
  shares outstanding                190,608          190,788          191,074          191,550
Diluted earnings per share             $.14             $.14             $.24             $.24
Diluted weighted average
  shares outstanding                193,136          193,480          193,722          195,424
</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  11,  2000.   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 11, 2000 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 11, 2000 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 11, 2000 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, 1999 and 1998
     Consolidated Statements of Income for each of the three years ended
          December 31, 1999, 1998 and 1997
     Consolidated Statements of Changes in Shareholders' Equity for each of the
          three years ended December 31, 1999, 1998 and 1997
     Consolidated Statements of Cash Flows for each of the three years ended
          December 31, 1999, 1998 and 1997
     Notes to Consolidated Financial Statements

2.  Consolidated Financial Statement Schedules

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

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

 <TABLE>
 <CAPTION>
 Exhibit
 Number  Description
 <S>     <C>
 3.01    Articles of Organization of the Registrant, as amended
 3.02    By-Laws of the Registrant, as amended and restated
 4.01    Shareholder Rights Agreement, dated as of September 2, 1999, between the Company and
           BankBoston, N.A.
 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)
 10.07   Unsecured line of credit agreement dated June 29, 1991 between the Registrant and
           Rhode Island Hospital Trust National Bank
 10.08   Unsecured line of credit agreement dated December 30, 1991 between the Registrant
           and Fleet National Bank
 10.09   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
 </TABLE>

(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, 1999.

                                       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, 1999 and  1998,  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,
1999.   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, 1999 and  1998,  and
the  results of their operations and their cash flows for each of the  years  in
the  three-year  period  ended December 31, 1999, in conformity  with  generally
accepted accounting principles.



                                   KPMG LLP



Providence, Rhode Island
January 27, 2000

                                       37
<PAGE>









                          INDEPENDENT AUDITORS' REPORT




The Board of Directors and Shareholders
American Power Conversion Corporation:


Under  date of January 27, 2000, we reported on the consolidated balance  sheets
of  American  Power Conversion Corporation and subsidiaries as of  December  31,
1999  and  1998  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, 1999, as contained in the annual report on Form  10-K
for  the  year  1999.   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
January 27, 2000



                                       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 20, 2000

                             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 20, 2000

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

                                          Date: March 20, 2000

                              /s/ Neil E. Rasmussen
                               Neil E. Rasmussen,
                           Vice President and Director

                                          Date: March 20, 2000

                            /s/  Emanuel E. Landsman
                              Emanuel E. Landsman,
                       Vice President, Clerk and Director

                                          Date: March 20, 2000

                                /s/ Ervin F. Lyon
                                 Ervin F. Lyon,
                                    Director

                                          Date: March 20, 2000

                               /s/ James D. Gerson
                                James D. Gerson,
                                    Director

                                       39
<PAGE>
                                                                     Schedule II

<TABLE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

                 Valuation and Qualifying Accounts and Reserves

              For the years ended December 31, 1999, 1998 and 1997



<CAPTION>
 Valuation accounts deducted from assets to which they apply:
 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>
 1999                 $15,471              $6,015            $(1,943)             $19,543

 1998                  12,230               6,593             (3,352)              15,471

 1997                  10,789               4,834             (3,393)              12,230
 </TABLE>

                                       40
<PAGE>
<TABLE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                  EXHIBIT INDEX

 <CAPTION>
                                                                                          Page
 Exhibit 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 (3.02)
 4.01**********   Shareholder Rights Agreement, dated as of September 2, 1999, between
                   the Company and BankBoston, N.A. (4.01)
 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)
 10.07**          Unsecured line of credit agreement dated June 29, 1991 between the
                   Registrant and Rhode Island Hospital Trust National Bank (10.19)
 10.08**          Unsecured line of credit agreement dated December 30, 1991 between
                   the Registrant and Fleet National Bank (10.20)
 10.09***         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                                                       43
 23               Consent of KPMG LLP                                                              44
 27               Financial Data Schedule
 </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.
**********   Previously  filed as an exhibit to the Company's Annual  Report  on
Form 10-K for the fiscal year ended December 31, 1998 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 Current  Report  on
Form 8-K, dated as of September 3, 1999, which included as Exhibit A the Form of
Rights  Certificate, and as Exhibit B the Summary of Rights to  Purchase  Common
Stock,  and  incorporated herein by reference (File No.  1-12432).   The  number
given in parenthesis indicates the corresponding exhibit in such Form 8-K.

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

                                       42
<PAGE>
                                                                      Exhibit 21
<TABLE>
                      AMERICAN POWER CONVERSION CORPORATION
                      Subsidiaries as of December 31, 1999
<CAPTION>
Subsidiary                                                        Place of 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
          APC Australia Pty Limited                               Australia
     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 ApS                                                        Denmark
     American Power Conversion Denmark ApS                        Denmark
     Gutor Electronic AG                                          Switzerland
     American Power Conversion Dublin 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
American Power Conversion Brazil Ltd.                             Brazil
</TABLE>

                                       43
<PAGE>
                                                                      Exhibit 23








                              ACCOUNTANTS' CONSENT



The Board of Directors
American Power Conversion Corporation:


We consent to incorporation by reference in the registration statements (Nos.33-
25873, 33-54416, 333-32563, 333-78595, 333-80541, and 333-80569) on Form S-8  of
American  Power  Conversion Corporation of our reports dated  January  27,  2000
relating  to  the  consolidated  balance sheets  of  American  Power  Conversion
Corporation  and subsidiaries as of December 31, 1999 and 1998, 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,  1999,
and the related schedule, which reports appear in the 1999 annual report on Form
10-K of American Power Conversion Corporation.



                                   KPMG LLP


Providence, Rhode Island
March 29, 2000


                                       44
<PAGE>