QUARTERLY REPORT ON FORM 10-Q
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                            _________________________

(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
      For the quarterly period ended March 31, 2002

                                       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
           incorporation or organization)        identification no.)


             132 FAIRGROUNDS ROAD, WEST KINGSTON, RHODE ISLAND 02892
                                  401-789-5735
          (Address and telephone number of principal executive offices)


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

                         YES  [ X ]            NO  [   ]


     Registrant's Common Stock outstanding, $.01 par value, at May 9, 2002 -
                               195,960,000 shares

                                        1
<PAGE>
                                                                       FORM 10-Q
                                                                  March 31, 2002


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

                                      INDEX


                                                                      Page No.

Part I - Financial Information:

 Item 1. Consolidated Condensed Financial Statements:

         Consolidated Condensed Balance Sheets -
         March 31, 2002 (Unaudited) and December 31, 2001              3 - 4

         Consolidated Condensed Statements of Income -
         Three Months Ended
         March 31, 2002 and April 1, 2001 (Unaudited)                    5

         Consolidated Condensed Statements of Cash Flows -
         Three Months Ended
         March 31, 2002 and April 1, 2001 (Unaudited)                    6

         Notes to Consolidated Condensed Financial Statements
         (Unaudited)                                                   7 - 12

 Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations                          13 - 21

 Item 3. Quantitative and Qualitative Disclosures
         About Market Risk                                              21

Part II - Other Information:

 Item 6. Exhibits and Reports on Form 8-K                               21

Signatures                                                              22

Exhibit Index                                                           23

                                        2
<PAGE>
                                                                       FORM 10-Q
                                                                  March 31, 2002
PART I - CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (In thousands)

                                     ASSETS
<CAPTION>
                                                   March 31,   December 31,
                                                       2002           2001
                                                 (Unaudited)
<S>                                                <C>            <C>
Current assets:
Cash and cash equivalents                          $258,553       $288,210
Short term investments (Note 5)                     218,857        104,868
Accounts receivable, less allowance
  for doubtful accounts of
  $20,719 in 2002 and $18,712 in 2001               235,392        263,595
Inventories:
  Raw materials                                     183,697        158,140
  Work-in-process and finished goods                150,880        192,496
Total inventories                                   334,577        350,636

Prepaid expenses
  other current assets                               19,539         15,935
Assets held-for-sale (Note 4)                         7,093              -
Deferred income taxes                                41,608         44,255

Total current assets                              1,115,619      1,067,499

Property, plant and equipment:
  Land, buildings and improvements                   64,065         71,166
  Machinery and equipment                           196,909        200,000
  Office equipment, furniture
    and fixtures                                     72,926         72,510
  Purchased software                                 30,722         30,463

                                                    364,622        374,139

Less accumulated depreciation
  and amortization                                  172,323        164,154

Net property, plant and equipment                   192,299        209,985

Goodwill (Note 3)                                    56,388         56,388
Other intangibles, net (Note 3)                      70,072         73,100
Deferred income taxes                                10,534         10,924
Other assets                                          3,054          2,876

Total assets                                     $1,447,966     $1,420,772
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        3
<PAGE>
                                                                       FORM 10-Q
                                                                  March 31, 2002
<TABLE>

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
                     (In thousands except per share amount)

                      LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
                                                   March 31,   December 31,
                                                       2002           2001
                                                 (Unaudited)
<S>                                                 <C>            <C>
Current liabilities:
Accounts payable                                    $79,665        $75,569
Accrued expenses                                     28,416         28,276
Accrued compensation                                 24,743         21,640
Accrued sales and marketing programs                 21,208         23,011
Deferred revenue                                     15,445         14,451
Income taxes payable                                 25,024         20,131

Total current liabilities                           194,501        183,078

Deferred tax liability                               14,336         16,306

Total liabilities                                   208,837        199,384

Shareholders' equity (Notes 7 and 8):
Common stock, $0.01 par value;
  authorized 450,000 shares;
  issued 196,140 shares in 2002
  and 196,025 shares in 2001                          1,961          1,960
Additional paid-in capital                          127,640        126,365
Retained earnings                                 1,116,114      1,099,541
Treasury stock, 250 shares, at cost                  (1,551)        (1,551)
Accumulated other comprehensive loss                 (5,035)        (4,927)

Total shareholders' equity                        1,239,129      1,221,388

Total liabilities and shareholders' equity       $1,447,966     $1,420,772
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        4
<PAGE>
                                                                       FORM 10-Q
                                                                  March 31, 2002
<TABLE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                    (In thousands except earnings per share)


<CAPTION>
                                                      Three months ended
                                                   March 31,       April 1,
                                                       2002           2001
                                                  (Unaudited)
<S>                                                <C>            <C>
Net sales (Notes 3 and 9)                          $296,712       $355,125

Cost of goods sold                                  194,411        234,699

Gross profit                                        102,301        120,426

Operating expenses:
Marketing, selling, general
  and administrative (Note 3)                        66,152         74,682
Research and development                             14,801         13,132

Total operating expenses                             80,953         87,814

Operating income                                     21,348         32,612

Other income, net                                     1,831          5,422

Earnings before income taxes                         23,179         38,034

Income taxes                                          6,606         10,840

Net income                                          $16,573        $27,194

Basic earnings per share                              $0.08          $0.14

Basic weighted average
  shares outstanding                                195,828        195,132

Diluted earnings per share                            $0.08          $0.14

Diluted weighted average
  shares outstanding                                197,388        196,700
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        5
<PAGE>
                                                                       FORM 10-Q
                                                                  March 31, 2002
<TABLE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<CAPTION>
                                                     Three months ended
                                                  March 31,        April 1,
                                                      2002            2001
                                                 (Unaudited)
<S>                                                <C>             <C>
Cash flows from operating activities
Net income                                         $16,573         $27,194
Adjustments to reconcile net income
  to net cash provided by operating
  activities:
Depreciation and amortization of
  property, plant and equipment                     10,964           9,876
Gain on sale of property, plant
  and equipment                                          -          (1,337)
Amortization of goodwill and
  other intangibles                                  2,951           2,887
Provision for doubtful accounts                      1,979           1,616
Provision for inventories                            4,082             675
Deferred income taxes                                1,067             632
Restructuring charges                                3,877               -
Other non-cash items, net                             (108)            141
Changes in operating assets
  and liabilities:
    Accounts receivable                             26,224         (21,906)
    Inventories                                     11,977         (42,495)
    Prepaid expenses and other
      current assets                                (3,604)         (3,255)
  Other assets                                        (101)           (255)
  Accounts payable                                   4,096          (5,927)
  Accrued expenses                                   2,434           5,452
  Income taxes payable                               4,893             933
Net cash (used in) provided
  by operating activities                           87,304         (25,769)

Cash flows from investing activities
Purchases of held-to-maturity
  securities                                      (129,156)         (9,000)
Maturities of held-to-maturity
  securities                                        25,395          25,000
Purchases of available-for-sale
  securities                                       (10,228)              -
Capital expenditures                                (4,248)        (10,401)
Proceeds from sale of property,
  plant and equipment                                    -           2,744
Net cash provided by (used in)
  investing activities                            (118,237)          8,343

Cash flows from financing activities
Proceeds from issuances
  of common stock                                    1,276           1,315
Net cash provided by
  financing activities                               1,276           1,315

Net change in cash and
  cash equivalents                                 (29,657)        (16,111)
Cash and cash equivalents
  at beginning of period                           288,210         283,025
Cash and cash equivalents
  at end of period                                $258,553        $266,914

Supplemental cash flow disclosures
Cash paid during the period for:
Income taxes (net of refunds)                        $(584)         $8,509
</TABLE>

NON-CASH TRANSACTIONS:  In the first quarter of 2002, APC recorded a
restructuring charge that included a non-cash component of $3,877 (Note 4).

See accompanying notes to consolidated condensed financial statements.

                                        6
<PAGE>
                                                                       FORM 10-Q
                                                                  March 31, 2002



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


1.   Management Representation

The accompanying unaudited consolidated condensed financial statements should be
read in conjunction with the consolidated financial statements included in the
American Power Conversion Corporation, APC, Annual Report on Form 10-K for the
year ended December 31, 2001.  In the opinion of management, the accompanying
unaudited consolidated condensed financial statements contain all adjustments
(consisting of only normal recurring accruals) necessary to present fairly the
consolidated financial position and the consolidated results of operations and
cash flows for the interim periods.  The results of operations for the interim
periods are not necessarily indicative of results to be expected for the full
year.  Certain 2001 balances have been reclassified to conform with 2002
presentation.


2.   Principles of Consolidation

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


3.   Implementation of Recent Accounting Pronouncements

In consideration of guidance issued by the Financial Accounting Standards
Board's Emerging Issues Task Force in Issue No. 00-25, Vendor Income Statement
Characterization of Consideration Paid to a Reseller of the Vendor's Products,
Issue No. 00-14, Accounting for Certain Sales Incentives and Issue No. 01-09,
Accounting for Consideration Given by a Vendor to a Customer (Including a
Reseller of the Vendor's Products), certain customer promotional payments,
rebates and other discounts formerly classified as operating expenses have been
retroactively re-classified as a reduction of revenue.  These changes reduced
net sales and also reduced marketing, selling, general and administrative
expenses by $4.0 million and $4.6 million in the first quarters of 2002 and
2001, respectively.  This accounting change had no impact on reported profit
from operations, net income or earnings per share for any of the periods
presented.

In October 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, Impairment on Disposal of Long-Lived
Assets, effective for fiscal years beginning after December 15, 2001. APC
adopted Statement 144 on January 1, 2002.  During the first quarter of 2002, APC
announced its decision to consolidate its Philippines-based manufacturing
operations resulting in the closing of APC's manufacturing facility in the
province of Laguna.  In connection with this action as well as the closure of
manufacturing facilities in the U.S. and U.K., APC recorded $3.9 million of
asset impairment charges related to buildings and equipment during the first
quarter of 2002 of which $3.4 million and $0.5 million were classified in cost
of goods sold and operating expenses, respectively.  These impairment charges
have not been allocated to APC's operating segments, but rather have been
classified as indirect operating expenses for segment reporting consistent with
APC's classification for its internal financial reporting; also refer to Note 9.
At March 31, 2002, buildings and equipment held-for-sale of $7.1 million are
stated at the lower of their fair values or carrying amounts, and depreciation
is no longer recognized.  APC expects to complete the sale of such buildings and
equipment by the end of 2002.  Also refer to Note 4.

                                        7
<PAGE>
3.   Implementation of Recent Accounting Pronouncements (cont.)

In July 2001, the Financial Accounting Standards Board finalized Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.
Statement 142 is required to be applied in fiscal years beginning after December
15, 2001 to all goodwill and other intangible assets recognized at that date,
regardless of when those assets were initially recognized.  APC adopted
Statement 142 on January 1, 2002.  With the adoption of Statement 142, APC
implemented the necessary reclassifications in order to conform to the new
criteria in Statement 141, Business Combinations, for recognition of intangible
assets apart from goodwill.

Statement 142 requires that companies no longer amortize goodwill and other
intangible assets with indefinite lives, but instead test goodwill impairment at
least annually or more frequently if impairment indicators arise.  Statement 142
also requires completion of a two-step transitional goodwill impairment test six
months from the date of adoption.  In connection with completion of the first
step of its transitional analysis, APC has identified two reporting units with
goodwill, Large Systems and Small Systems; these reporting units are also
reportable segments.  APC has determined the carrying value of each reporting
unit by assigning the assets and liabilities, including existing goodwill and
other intangible assets, to these reporting units as of the date of adoption.
Completion of the first step of APC's analysis has indicated that there is
impairment in the carrying amount of its goodwill.  APC's goodwill is primarily
associated with its Large Systems segment which consists primarily of UPS, DC-
power systems, and precision cooling products for data centers, facilities, and
communication applications.  Conditions contributing to the goodwill impairment
include the ongoing softness in IT and communications market segments coupled
with lower corporate investment for these types of applications.  To the extent
that an indication of impairment exists, APC must perform a second test to
measure the amount of the impairment.  Determination of the amount of the
impairment charge is required to be completed by no later than the end of the
year of adoption of Statement 142.  APC is currently evaluating its goodwill and
other intangible assets with indefinite lives associated primarily with the
Large Systems segment.  Based on its preliminary analysis, APC anticipates
recording a non-cash charge in 2002 that could approximate the current goodwill
balance associated with the Large Systems segment of approximately $50 million.
This charge will be recognized as the cumulative effect of a change in
accounting principle and will have no effect on APC's operations or liquidity.

Statement 142 also provides for other intangible assets with definite useful
lives to be amortized over their respective estimated useful lives to their
estimated residual values and to be reviewed for impairment in accordance with
Statement 121, Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of.  APC's other intangible assets consist
principally of technology and worldwide patent rights relating to
uninterruptible power supply technology.  With the adoption of Statement 142,
APC reduced the estimated useful lives of its other intangible assets with
definite useful lives from a weighted average life of approximately 15 years to
a weighted average life of approximately 6 years.  There are no expected
residual values related to these intangible assets.  At March 31, 2002, APC's
other intangible assets were as follows:

         <TABLE>
         <CAPTION>
         In thousands                            March 31, 2002
                                            Gross
                                           Carrying      Accumulated
                                            Amount      Amortization
         <S>                               <C>              <C>
         Amortized intangible assets
         Technology                        $80,642          $19,310
         Customer Lists                      8,900            2,535
         Tradenames                          3,157              782
         Total                             $92,699          $22,627
         </TABLE>

Aggregate amortization expense related to APC's other intangible assets for the
first quarter of 2002 was $3.0 million.  Estimated aggregated amortization for
each of the next five succeeding fiscal years is $11.8 million for 2002, $11.7
million for 2003, $11.5 million for 2004, $11.5 million for 2005 and $11.5
million for 2006.

                                        8
<PAGE>
3.   Implementation of Recent Accounting Pronouncements (cont.)

The following summary reconciles reported first quarter 2001 net income to
adjusted net income as if APC had adopted FAS 142 on January 1, 2001:

         <TABLE>
         <CAPTION>
         In thousands except                    Three months ended
           for per share amounts              March 31,     April 1,
                                                  2002         2001
         <S>                                   <C>          <C>
         Reported net income                   $16,573      $27,194
         Add back: Goodwill amortization             -          765
         Adjust: Technology amortization             -         (627)
         Adjust: Customer lists amortization         -         (132)
         Adjust: Tradenames amortization             -          (51)
           Adjusted net income                 $16,573      $27,149
         </TABLE>

Had APC adopted FAS 142 effective January 1, 2001, there would have been no
impact on first quarter 2001 earnings per share of $0.14.


4.   Restructuring

During the first quarter of 2002, APC announced global headcount reductions of
approximately 17%.  These actions impact personnel worldwide throughout a broad
range of functions within the organization, principally in the U.S., U.K.,
Ireland, and the Philippines.  The majority of these terminations are the result
of APC's recent decision to consolidate its Philippines-based manufacturing
operations resulting in the closing of APC's manufacturing facility in the
province of Laguna.  APC expects to fully implement these actions during the
first half of 2002.

In the first quarter of 2002, APC recorded $7.3 million of related restructuring
costs of which $4.8 million and $2.5 million were classified in cost of goods
sold and operating expenses, respectively.  These costs included the effects of
approximately 941 employee terminations, principally in the manufacturing area,
facilities closures and the related impairment of tangible assets.  These costs
have not been allocated to APC's operating segments, but rather have been
classified as indirect operating expenses for segment reporting consistent with
APC's classification for its internal financial reporting; also refer to Note 9.
At March 31, 2002, buildings and equipment held-for-sale of $7.1 million are
stated at the lower of their fair values or carrying amounts, and depreciation
is no longer recognized.  A summary of the related restructuring liabilities
during the first quarter of 2002 is outlined below.  APC expects all such
restructuring liabilities at March 31, 2002 to be fully paid in cash by the end
of 2002.

 <TABLE>
 <CAPTION>
 (In thousands)  Restructuring                                  Restructuring
                 Liabilities at                                Liabilities at
                   January 1,     Total    Non-cash     Cash      March 31,
                      2002       Charges   Charges    Payments      2002
 <S>                 <C>         <C>       <C>         <C>        <C>
 2002
 Activities:

 Employee
   terminations      $ --        $2,550    $    --     $(968)      $1,582

 Facilities
   closures            --         4,717     (3,877)        --         840

 Total               $ --        $7,267    $(3,877)    $(968)      $2,422
 </TABLE>

                                        9
<PAGE>
4.   Restructuring (cont.)

In the second half of 2001, APC recorded $8.6 million of restructuring costs of
which $4.1 million and $4.5 million were classified in cost of goods sold and
operating expenses, respectively.  These costs were associated with
manufacturing downsizing actions primarily in Denmark and the U.K. and included
the effects of approximately 450 employee terminations, principally in the
manufacturing area, facilities closures and the related impairment of tangible
and intangible assets.  These costs have not been allocated to APC's operating
segments, but rather have been classified as indirect operating expenses for
segment reporting consistent with APC's classification for its internal
financial reporting; also refer to Note 9.  A summary of the related
restructuring liabilities during the first quarter of 2002 is outlined below.
APC expects all such restructuring liabilities at March 31, 2002 to be fully
paid in cash by no later than the end of 2002.

 <TABLE>
 <CAPTION>
 (In thousands)  Restructuring                                  Restructuring
                 Liabilities at                                Liabilities at
                   January 1,     Total    Non-cash     Cash      March 31,
                      2002       Charges   Charges    Payments      2002
 <S>                 <C>         <C>       <C>         <C>         <C>
 2001
 Activities:

 Employee
   terminations       $452        $ --       $ --      $(317)       $135

 Total                $452        $ --       $ --      $(317)       $135
 </TABLE>


5.   Short Term Investments

At March 31, 2002, short term investments consisted of U.S. Government agency,
municipal, corporate and international asset and mortgage backed securities, and
at December 31, 2001, short term investments consisted of corporate and
municipal bonds, with original maturities greater than three months and less
than or equal to one year.  Held-to-maturity securities aggregated $183.7
million at March 31, 2002 and $79.8 million at December 31, 2001, and are
carried at amortized cost.  The cost of such held-to-maturity securities
approximates fair market value and the unrealized holding gains or losses were
not material.  Available-for-sale securities aggregated $35.2 million at March
31, 2002 and $25.1 million at December 31, 2001.  Available-for-sale securities
are recorded at fair value with net unrealized gains and losses reported, net of
tax, in other comprehensive income.  At March 31, 2002 and December 31, 2001,
the gross unrealized holding losses on available-for-sale securities were not
material.  Management determines the appropriate classification of securities at
the time of purchase and re-evaluates such designation as of each balance sheet
date.  Securities are classified as held-to-maturity when APC has the positive
intent and ability to hold such securities to maturity.


6.   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.

                                       10
<PAGE>
6.   Earnings Per Share (cont.)

           <TABLE>
           <CAPTION>
           In thousands                         Three months ended
                                             March 31,      April 1,
                                                 2002          2001
           <S>                                <C>           <C>
           Basic weighted average
             shares outstanding               195,828       195,132
           Net effect of dilutive
             potential common shares
             outstanding based on
             the treasury stock
             method using the
             average market price               1,560         1,568
           Diluted weighted average
             shares outstanding               197,388       196,700

           Antidilutive potential
             common shares excluded
             from the computation above         6,481         9,797
           </TABLE>


7.   Shareholders' Equity

Changes in paid-in capital for the periods presented represent the issuances of
common stock resulting from the exercise of employee stock options.


8.   Comprehensive Income

The components of comprehensive income, net of tax, are as follows:

           <TABLE>
           <CAPTION>
           In thousands                         Three months ended
                                             March 31,      April 1,
                                                 2002          2001
           <S>                               <C>            <C>
           Net income                         $16,573       $27,194
           Other comprehensive income
             (loss), net of tax:
           Change in foreign currency
             translation adjustment               (83)          141
           Net unrealized loss on
             investments, net of
             income taxes                         (25)            -
           Other comprehensive
             income (loss)                       (108)          141
           Comprehensive income               $16,465       $27,335
           </TABLE>


9.   Operating Segment Information

Basis for presentation
APC operates primarily within one industry consisting of three reportable
operating segments by which it manages its business and from which various
offerings are commonly combined to develop a total solution for the customer.
These efforts primarily incorporate the design, manufacture and marketing of
power protection equipment and related software and accessories for computer,
communications and related equipment.  APC's three segments are:  Small Systems,
Large Systems and Other.  Each of these segments address global markets.  The
Small Systems segment develops power solutions for servers and networking
equipment commonly used in local area and wide area networks and for personal
computers and sensitive electronics; additional accessories and software
products are offered to enhance the management of these networks.  The Large
Systems segment produces large system solutions that provide power and
availability solutions for data centers, facilities and communications
equipment.  The Other segment provides Web-based informational, product and
selling services as well as replacement batteries for APC's UPS products and
notebook computers.

                                       11
<PAGE>

9.   Operating Segment Information (cont.)

APC measures the profitability of its segments based on direct contribution
margin.  Direct contribution margin includes R&D, marketing and administrative
expenses directly attributable to the segments and excludes certain expenses
which are managed outside the reportable segments.  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 tracked or reported by the operating segments, although
depreciation expense is allocated to and reported by the operating segments.

Summary operating segment information is as follows:

          <TABLE>
          <CAPTION>
          In thousands                         Three months ended
                                            March 31,      April 1,
                                                2002          2001
          <S>                               <C>           <C>
          Segment net sales
          Small Systems                     $242,562      $282,131
          Large Systems                       40,000        64,453
          Other                               12,597         7,427
          Total segment net sales            295,159       354,011
          shipping and handling
            revenues                           1,553         1,114
          Total net sales                   $296,712      $355,125

          Segment profits
          Small Systems                      $97,230      $107,300
          Large Systems                      (10,637)       (3,579)
          Other                                6,881         4,487
          Total segment profits               93,474       108,208
          Shipping and handling
            net costs                          3,483         6,285
          Indirect operating
            expenses                          68,643        69,311
          Other income, net                    1,831         5,422
          Earnings before
            income taxes                     $23,179       $38,034
          </TABLE>


10.  Litigation

APC is involved in various claims and legal actions arising in the ordinary
course of business.  APC does not believe that the ultimate disposition of these
matters will have a material adverse effect on its consolidated financial
position or results of operations or liquidity.

                                       12
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

Implementation of Recent Accounting Pronouncements
In consideration of guidance issued by the Financial Accounting Standards
Board's Emerging Issues Task Force in Issue No. 00-25, Vendor Income Statement
Characterization of Consideration Paid to a Reseller of the Vendor's Products,
Issue No. 00-14, Accounting for Certain Sales Incentives and Issue No. 01-09,
Accounting for Consideration Given by a Vendor to a Customer (Including a
Reseller of the Vendor's Products), certain customer promotional payments,
rebates and other discounts formerly classified as operating expenses have been
retroactively re-classified as a reduction of revenue.  These changes reduced
net sales and also reduced marketing, selling, general and administrative
expenses by $4.0 million and $4.6 million in the first quarters of 2002 and
2001, respectively.  This accounting change had no impact on reported profit
from operations, net income or earnings per share for any of the periods
presented.

In October 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, Impairment on Disposal of Long-Lived
Assets, effective for fiscal years beginning after December 15, 2001. We adopted
Statement 144 on January 1, 2002.  During the first quarter of 2002, we
announced our decision to consolidate our Philippines-based manufacturing
operations resulting in the closing of our manufacturing facility in the
province of Laguna.  In connection with this action as well as the closure of
manufacturing facilities in the U.S. and U.K., we recorded $3.9 million of asset
impairment charges related to buildings and equipment during the first quarter
of 2002 of which $3.4 million and $0.5 million were classified in cost of goods
sold and operating expenses, respectively.  At March 31, 2002, buildings and
equipment held-for-sale of $7.1 million are stated at the lower of their fair
values or carrying amounts, and depreciation is no longer recognized.  Also
refer to Note 4 of Notes to Consolidated Condensed Financial Statements in Item
1 of this Report.

In July 2001, the Financial Accounting Standards Board finalized Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.
Statement 142 is required to be applied in fiscal years beginning after December
15, 2001 to all goodwill and other intangible assets recognized at that date,
regardless of when those assets were initially recognized.  We adopted Statement
142 on January 1, 2002.  With the adoption of Statement 142, we implemented the
necessary reclassifications in order to conform to the new criteria in Statement
141, Business Combinations, for recognition of intangible assets apart from
goodwill.

Statement 142 requires that companies no longer amortize goodwill and other
intangible assets with indefinite lives, but instead test goodwill impairment at
least annually or more frequently if impairment indicators arise.  Statement 142
also requires completion of a two-step transitional goodwill impairment test six
months from the date of adoption.  In connection with completion of the first
step of our transitional analysis, we have identified two reporting units with
goodwill, Large Systems and Small Systems; these reporting units are also
reportable segments.  We have determined the carrying value of each reporting
unit by assigning the assets and liabilities, including existing goodwill and
other intangible assets, to these reporting units as of the date of adoption.
Completion of the first step of our analysis has indicated that there is
impairment in the carrying amount of our goodwill.  Our goodwill is primarily
associated with our Large Systems segment which consists primarily of UPS, DC-
power systems, and precision cooling products for data centers, facilities, and
communication applications.  Conditions contributing to the goodwill impairment
include the ongoing softness in IT and communications market segments coupled
with lower corporate investment for these types of applications.  To the extent
that an indication of impairment exists, we must perform a second test to
measure the amount of the impairment.  Determination of the amount of the
impairment charge is required to be completed by no later than the end of the
year of adoption of Statement 142.  We are currently evaluating our goodwill and
other intangible assets with indefinite lives associated primarily with the
Large Systems segment.  Based on our preliminary analysis, we anticipate
recording a non-cash charge in 2002 that could approximate the current goodwill
balance associated with the Large Systems segment of approximately $50 million.
This charge will be recognized as the cumulative effect of a change in
accounting principle and will have no effect on our operations or liquidity.

                                       13
<PAGE>
Statement 142 also provides for other intangible assets with definite useful
lives to be amortized over their respective estimated useful lives to their
estimated residual values and to be reviewed for impairment in accordance with
Statement 121, Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of.  Our other intangible assets consist principally
of technology and worldwide patent rights relating to uninterruptible power
supply technology.  With the adoption of Statement 142, we reduced the estimated
useful lives of our other intangible assets with definite useful lives from a
weighted average life of approximately 15 years to a weighted average life of
approximately 6 years.  There are no expected residual values related to these
intangible assets.  Aggregate amortization expense related to our other
intangible assets for the first quarter of 2002 was $3.0 million.  Estimated
aggregated amortization for each of the next five succeeding fiscal years is
$11.8 million for 2002, $11.7 million for 2003, $11.5 million for 2004, $11.5
million for 2005 and $11.5 million for 2006.  Also refer to Note 3 of Notes to
Consolidated Condensed Financial Statements in Item 1 of this Report.

Revenues
Net sales were $296.7 million for the first quarter of 2002, a decrease of 16.4%
compared to $355.1 million for the same period in 2001.  First quarter 2002 net
sales included approximately $1.8 million attributable to the acquisition of
select inventory and related technology associated with outside plant,
networking power product lines from ARRIS Group acquired during the fourth
quarter of 2001.  Our first quarter 2002 net sales were impacted by continued
softness in IT and communications market segments with general IT spending and
growth in core technology applications, such as PCs, down year-over-year.  Our
Small Systems business, which provides power protection, uninterruptible power
supply (UPS), and management products for the PC, server, and local area
networking markets, was negatively impacted in the first quarter of 2002 by
continued industry softness in the IT markets, weakening global economies, and
maturing markets.  Net sales of the Small Systems segment decreased 14.0% year-
over-year to $242.6 million and represented 82.2% of first quarter 2002 net
sales.  Our Large Systems segment, consisting primarily of UPS, DC-power
systems, and precision cooling products for data centers, facilities, and
communication applications, continued to be negatively impacted in the first
quarter of 2002 by lower corporate investment for these types of applications.
Revenues in this segment were down year-over-year 37.9% to $40.0 million and
represented 13.6% of first quarter 2002 net sales.  Net sales of the Other
segment, which consists primarily of replacement batteries and Web-based
services, were $12.6 million for the first quarter of 2002, up from $7.4 million
for the same period in 2001.  This increase was driven primarily by the growth
of replacement batteries for UPS hardware.

On a geographic basis, the Americas (North and Latin America) represented 56.6%
of first quarter 2002 revenues and were down 23.6% year-over-year.  Europe, the
Middle East and Africa (EMEA) represented 25.2% of revenues and was down 0.5%
from the first quarter of 2001.  Finally, Asia was 18.3% of first quarter
revenues, decreasing 10.1% year-over-year.  On a constant currency basis, EMEA
was up 2.4% and Asia decreased 4.9% versus the first quarter of 2001.

Cost of Goods Sold
Cost of goods sold was $194.4 million or 65.5% of net sales in the first quarter
of 2002 compared to $234.7 million or 66.1% in the first quarter of 2001.  First
quarter 2002 gross margin was 34.5% of sales, approximately 60 basis points
higher than the comparable period in 2001.  The year-over-year gross margin
improvement resulted principally from an overall segment mix shift away from the
Large Systems business to the more profitable Small Systems and Other
businesses.  The year-over-year gross margins within the Small Systems
businesses also benefited from favorable product mix within the segment as well
as cost improvements resulting from additional product transitions to low-cost
factories, partially offset by the impact of pricing actions and an unfavorable
channel mix shift.  The year-over-year gross margins within the Large Systems
businesses continued to be adversely impacted by continuing revenue decline and
the resulting fixed cost inefficiencies.

Additionally, first quarter 2002 gross margins included the effects of
restructuring costs of $4.8 million.  These restructuring costs were associated
with our first quarter 2002 global headcount reductions of approximately 17%.
These charges were the result of events or assessments that occurred during the
first quarter of 2002 and included the effects of employee terminations,
facilities closures, and the related impairment of tangible assets.  These
actions impact personnel worldwide throughout a broad range of functions within
the organization, principally in the U.S., U.K., Ireland, and the Philippines.
The majority of these terminations are the result of our recent decision to
consolidate our Philippines-based manufacturing operations resulting in the
closing of our manufacturing facility in

                                       14
<PAGE>
the province of Laguna.  These costs have not been allocated to our operating
segments, but rather have been classified as indirect operating expenses for
segment reporting consistent with our classification for internal financial
reporting; also refer to Note 9 of Notes to Consolidated Condensed Financial
Statements in Item 1 of this Report.  We expect to fully implement these
restructuring actions during the first half of 2002.  We anticipate annualized
employment cost savings of approximately $10 million as a result of these
actions.  Due to the timing of the facilities closures and contractual or
regulatory obligations to certain workers, the financial benefits of these
actions will continue to phase in gradually during the remainder of 2002.  Also
refer to Note 4 of Notes to Consolidated Condensed Financial Statements in Item
1 of this Report.

Total inventory reserves at March 31, 2002 were $34.4 million compared to $32.9
million at December 31, 2001.  There were no inventory charges, other than our
standard provisioning, during the first quarter of 2002.  Approximately $2.1
million of inventories associated with a third quarter 2001 charge for excess
inventory related to specifically identified finished goods and raw materials
inventories were physically disposed during the first quarter of 2002.
Disposition of the remaining inventories is continuing into the second quarter
of 2002; we anticipate that all excess inventory will be physically disposed by
no later than the end of the first half of 2002.  Our reserve estimate
methodology involves quantifying the total inventory position having potential
loss exposure.  Loss exposure generally results from several business factors,
including product or component discontinuance, unplanned changes in demand,
product design changes, and factory transitions.  Quantifying such loss exposure
is the result of combining the cost of inventories specifically identified as
having little or no opportunity for sale or use (thus available for physical
disposition) plus the cost of inventories having a high risk of no future sale
or use based upon an analysis of on-hand quantities compared to historical and
anticipated future sale or use.  We maintain an on-going business process for
the physical disposition of inventories previously identified.  Inventory write-
offs occur at the time of physical disposition.  Inventories, once reserved, are
not written back up as such reserve adjustments are considered to be a permanent
decrease to the cost basis of the excess or obsolete inventory.

Operating Expenses
Operating expenses include marketing, selling, general and administrative (SG&A)
and R&D expenses.

SG&A expenses were $66.2 million or 22.3% of net sales for the first quarter of
2002 compared to $74.7 million or 21.0% of net sales for the first quarter of
2001.  Total spending in the first quarter of 2002 decreased from prior year
levels due to focused efforts to control expenses while improving the
productivity and efficiency of our global resources and, to a lesser degree, as
a result of a decline in costs which are variable to revenue.   This decrease
was due principally to lower costs associated with decreased staffing and
operating expenses of selling, marketing, and administrative functions, combined
with lower advertising and promotional costs.  The increase as a percentage of
sales is attributable to certain fixed SG&A expenses spread over a lower revenue
base.  The allowance for doubtful accounts at March 31, 2002 was 8.1% of
accounts receivable, compared to 6.6% at December 31, 2001.  Accounts receivable
balances outstanding over 60 days represented 19.2% of total receivables at
March 31, 2002, up from 18.2% at December 31, 2001.  This increase reflects in
part a growing portion of our business originating in areas where longer payment
terms are customary, including a growing contribution from international
markets.  In addition, we have experienced slower payment cycles as a result of
what we believe is tighter fiscal management by our customers during the recent
macro-economic downturn.  Our collection experience in certain countries has
also been adversely impacted by the devaluation of the local currency for
customer obligations originally denominated in U.S. dollars.  We continue to
experience strong collection performance.  Write-offs of uncollectable accounts
represent less than 1% of net sales.  A majority of international customer
balances are covered by receivables insurance.

R&D expenses were $14.8 million or 5.0% of net sales and $13.1 million or 3.7%
of net sales for the first quarters of 2002 and 2001, respectively. The increase
in total R&D spending primarily reflects increased numbers of software and
hardware engineers and costs associated with new product development and
engineering support.

Other Income, Net and Income Taxes
Other income in the first quarter of 2002 is comprised primarily of interest
income.  Other income in the first quarter of 2001 is comprised of interest
income combined with a $1.3 million gain on the sale of a building in Billerica,
Massachusetts.  Although average cash balances available for investment rose
during the first quarter of 2002, interest income decreased substantially year-
over-year due to lower short term interest rates during 2002.

                                       15
<PAGE>
Our effective income tax rate was approximately 28.5% for each of the quarters
ended March 31, 2002 and April 1, 2001, respectively.  This rate reflects
expected tax savings from the portion of taxable earnings being generated from
our operations in jurisdictions currently having a lower income tax rate than
the present U.S. statutory income tax rate.


LIQUIDITY AND CAPITAL RESOURCES

Working capital at March 31, 2002 was $921.1 million compared to $884.4 million
at December 31, 2001.  We have been able to increase our working capital
position as the result of continued positive operating results and despite
internally financing the long-term capital investment required to support our
operations.  Our cash, cash equivalents and short-term investments position
increased to $477.4 million at March 31, 2002 from $393.1 million at December
31, 2001.

Worldwide inventories were $334.6 million at March 31, 2002 compared to $350.6
million at December 31, 2001.  The decrease in inventories was principally due
to our continuing efforts to align our on-hand inventories with current and
anticipated demand.  There were no inventory charges, other than our standard
provisioning, during the first quarter of 2002.  Approximately $2.1 million of
inventories associated with a third quarter 2001 charge for excess inventory
related to specifically identified finished goods and raw materials inventories
were physically disposed during the first quarter of 2002.  Disposition of the
remaining inventories is continuing into the second quarter of 2002; we
anticipate that all excess inventory associated with the third quarter 2001
charge will be physically disposed by no later than the end of the first half of
2002.  Inventory levels as a percentage of quarterly sales were 112.8% in the
first quarter of 2002, up from 103.6% in the fourth quarter of 2001.

At March 31, 2002, we had $65.0 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 $6.0 million under
unsecured line of credit agreements with two additional banks at similar
interest rates.  No borrowings were outstanding under these facilities at March
31, 2002.  We had no significant financial commitments, other than those
required in the normal course of business, at March 31, 2002.

During the first quarter of 2002, our capital expenditures consisted primarily
of manufacturing and office equipment, buildings and improvements, and purchased
software applications.  The nature and level of our capital spending was
primarily to improve manufacturing capabilities of international operations as
well as to fund building improvements in the U.S.  Substantially all of our net
capital expenditures were financed from available operating cash.  We had no
material capital commitments at March 31, 2002.

We have agreements with the Industrial Development Authority of Ireland,
otherwise known as the IDA.  Under these agreements, we receive grant monies for
costs incurred for machinery, equipment and building improvements for our Galway
and Castlebar facilities.  These grants are equal to 40% and 60%, respectively,
of such costs up to a maximum of $13.1 million for Galway and $1.3 million for
Castlebar.  Such grant monies are subject to our meeting certain employment
goals and maintaining operations in Ireland until termination of the respective
agreements.

We believe 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.

Foreign Currency Activity
We invoice our 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.

                                       16
<PAGE>
Foreign Currency Activity (cont.)
At March 31, 2002, our unhedged foreign currency accounts receivable, by
currency, were as follows:

             <TABLE>
             <CAPTION>
             In thousands            Foreign
                                    Currency     US Dollars
             <S>                   <C>             <C>
             European Euros           41,688       $36,818
             Japanese Yen          2,533,669       $19,096
             Swiss Francs             26,072       $15,539
             British Pounds            7,849       $11,386
             </TABLE>

We also had non-trade receivables denominated in Irish Pounds of approximately
US$0.7 million, liabilities denominated in various European currencies of
approximately US$41.0 million, and liabilities denominated in Japanese Yen of
approximately US$4.7 million.

We continually review our foreign exchange exposure and consider 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.  We presently do not utilize
rate protection agreements or derivative arrangements.


CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States.  The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities.  The U.S. Securities and Exchange Commission has defined critical
accounting policies as those that are both most important to the portrayal of
our financial condition and results and which require our most difficult,
complex or subjective judgments or estimates.  Based on this definition, we have
identified the policies below as critical to our business operations and the
understanding of our results of operations.  The impact and any associated risks
related to these policies on our business operations is discussed throughout
Management's Discussion and Analysis of Financial Condition and Results of
Operations where such policies affect our reported and expected financial
results.  For all financial statement periods presented, there have been no
material modifications to the application of these critical accounting policies
except as discussed under Revenue Recognition below.  For a detailed discussion
on the application of these and other accounting policies, also refer to Note 1
of Notes to Consolidated Financial Statements in Item 8 of American Power
Conversion Corporation's Annual Report on Form 10-K for the year ended December
31, 2001.

On an on-going basis, we evaluate the judgments and estimates underlying all of
our accounting policies, including those related to revenue recognition, product
returns, bad debts, inventories, impairment of long-lived assets, deferred tax
valuation allowances, restructuring reserves and contingencies, and litigation.
We base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.  Materially
different results in the amount and timing of our actual results for any period
could occur if we made different judgments or utilized different estimates.
Actual results may differ from those estimates.

Our critical accounting policies are as follows:

Revenue Recognition
We follow very specific and detailed guidelines in measuring revenue; however,
certain judgments affect the application of our revenue policy.  Revenue results
are difficult to predict, and any shortfall in revenue or delay in recognizing
revenue could cause our operating results to vary significantly from quarter to
quarter.  In general, revenue is recognized when title has passed at the time of
delivery of product for all of our operating segments as stipulated by the
delivery terms for the sales transactions.  In addition, prior to revenue
recognition, we require
                                       17
<PAGE>
persuasive evidence of the arrangement, that the price is fixed or determinable,
and that collectibility is reasonably assured.  Installation is not applicable
for Small Systems and Other segment products based on the nature of the products
sold.  Generally, revenue associated with Large Systems sales is also recognized
at the time of delivery pursuant to the delivery terms, as we do not perform
installation.  Delivery terms vary, but often include origin-based terms (e.g.,
FOB Shipping Point and Ex-works) and destination-based terms (e.g., DDU/DDP
(delivered duty unpaid/delivered duty paid)).

Certain Large Systems product lines and, at times, one product line included in
the Small Systems segment require electrical hardwire installation or duct
installation which is performed by the customer or their contracted licensed
contractor/electrician.  Since we do not perform the installation, revenue
recognition at the time of delivery is proper as customer acceptance of the unit
is not required.  Also, payment by the customer is not contingent upon
installation of the product.

We offer additional services to customers depending on the type of product the
customer has purchased, including on-site services, installation consulting
services, remote monitoring services, power audit services and network
integration services.  Revenue is recognized at the time services are provided
or is deferred and recognized over the service period (where applicable).  The
fair value of these services are based upon the rates that we charge customers
in separately negotiated transactions and such services are not essential to the
functionality of the delivered product.

For all sales, except those completed over the Internet, we use a binding
purchase order as evidence of an arrangement.  For sales over the Internet, we
use a credit card authorization as evidence of an arrangement.  Sales through
certain customers are evidenced by a master agreement governing the relationship
together with binding purchase orders on a transaction by transaction basis.

Our arrangements do not generally include acceptance clauses.  However, if an
arrangement includes a customer specified acceptance provision, acceptance
generally occurs at our factory prior to delivery.  As we introduce new products
in 2002, particularly PowerStruXure, we anticipate that installation and
customer acceptance provisions will become more common, and therefore
increasingly significant for determining delivery and performance and
consequently our entitlement to recognize revenue.

In consideration of guidance issued by the Financial Accounting Standards
Board's Emerging Issues Task Force in Issue No. 00-25, Vendor Income Statement
Characterization of Consideration Paid to a Reseller of the Vendor's Products,
Issue No. 00-14, Accounting for Certain Sales Incentives and Issue No. 01-09,
Accounting for Consideration Given by a Vendor to a Customer (Including a
Reseller of the Vendor's Products), certain customer promotional payments,
rebates and other discounts formerly classified as operating expenses have been
retroactively re-classified as a reduction of revenue.  These changes reduced
net sales and also reduced marketing, selling, general and administrative
expenses by $4.0 million and $4.6 million in the first quarters of 2002 and
2001, respectively.  This accounting change had no impact on reported profit
from operations, net income or earnings per share for any of the periods
presented.

Estimating Valuation Allowances and Accrued Liabilities - Allowances for Sales
Returns, Doubtful Accounts and Inventory Obsolescence, and Assessment of the
Probability of the Outcome of our Current Litigation
Significant management judgments that affect the application of our revenue
policy also include estimates of potential future product returns related to
current period product revenue.  We analyze historical returns, current economic
trends and channel inventories when evaluating the adequacy of the sales returns
and other allowances.  Significant management judgments and estimates must be
made and used in connection with establishing the sales returns and other
allowances in any accounting period.  Material differences may result in the
amount and timing of our revenue for any period if management made different
judgments or utilized different estimates.

We provide limited rights of return to distributors and retailers for our Small
Systems product lines.  We provide appropriate reserves for returns at the time
that related revenue is recognized based on historical patterns of returns and
contractual provisions in accordance with the provisions of SFAS 48 and SAB 101.
Returns of Large Systems products generally do not occur.  Historically, returns
have represented approximately 3% of gross sales and have not differed
significantly from prior estimates.

                                       18
<PAGE>
Similarly, we must make estimates of the uncollectability of our accounts
receivables.  Management specifically analyzes accounts receivable balances in
view of customer credit-worthiness, customer concentrations, historical bad
debts, current economic trends and changes in our customer payment terms when
evaluating the adequacy of the allowance for doubtful accounts.  A majority of
international customer balances are covered by receivables insurance.
Our inventory reserve estimate methodology involves quantifying the total
inventory position having potential loss exposure. Loss exposure generally
results from several business factors, including product or component
discontinuance, unplanned changes in demand, product design changes and factory
transitions.  Quantifying such loss exposure is the result of combining the cost
of inventories specifically identified as having little or no opportunity for
sale or use (thus available for physical disposition) plus the cost of
inventories having a high risk of no future sale or use based upon an analysis
of on-hand quantities compared to historical and anticipated future sale or use.
We maintain an on-going business process for the physical disposition of
inventories previously identified.  Inventory write-offs occur at the time of
physical disposition.  Inventories, once reserved, are not written back up as
such reserve adjustments are considered to be a permanent decrease to the cost
basis of the excess or obsolete inventory.  If actual market conditions are less
favorable than those projected by management, additional inventory write-downs
may be required.

We are, and may in the future become, involved in litigation involving our
business, products or operations.  For pending claims for which there is an
estimable range of loss greater than zero, we record the best estimate of
liability within the range.  If no point within the range is considered the best
estimate, we record the minimum estimated liability.  Because of uncertainties
related to the identifiable range of loss on any pending claims, we may be
unable to make a reasonable estimate of the liability that could result from an
unfavorable outcome.  As additional information becomes available, we assess the
potential liability related to our pending claims and revise our estimates.
Such revisions in our estimates of the potential liability could materially
impact our results of operation and financial position.  The litigation process
is uncertain and includes the risk of an unexpected, unfavorable result.  We may
be materially adversely impacted by any such litigation.

Valuation of Long-lived Tangible and Intangible Assets including GoodwillWe
assess the impairment of long-lived tangible and intangible assets on an ongoing
basis and whenever events or changes in circumstances indicate that the carrying
value may not be recoverable.  Should our assessment suggest impairment, we
would determine recoverability based on an estimate of future undiscounted cash
flows resulting from our use of the asset and its eventual disposition.  Factors
we consider that could trigger an impairment review include the following:

 - significant underperformance relative to expected historical
    or projected future operating results;
 - significant changes in the manner of our use of the acquired
    assets or the strategy for our overall business;
 - significant negative industry or economic trends; and
 - significant technological changes, which would render equipment
    and manufacturing processes, obsolete.

In July 2001, the Financial Accounting Standards Board finalized Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.
Statement 142 is required to be applied in fiscal years beginning after December
15, 2001 to all goodwill and other intangible assets recognized at that date,
regardless of when those assets were initially recognized.  We adopted Statement
142 on January 1, 2002.  With the adoption of Statement 142, we implemented the
necessary reclassifications in order to conform to the new criteria in Statement
141, Business Combinations, for recognition of intangible assets apart from
goodwill.  Statement 142 requires that companies no longer amortize goodwill and
other intangible assets with indefinite lives, but instead test goodwill
impairment at least annually or more frequently if impairment indicators arise.
Statement 142 also requires completion of a two-step transitional goodwill
impairment test six months from the date of adoption.  In connection with
completion of the first step of our transitional analysis, we have identified
two reporting units with goodwill, Large Systems and Small Systems; these
reporting units are also reportable segments.  We have determined the carrying
value of each reporting unit by assigning the assets and liabilities, including
existing goodwill and other intangible assets, to these reporting units as of
the date of adoption.  Completion of the first step of our analysis has
indicated that there is impairment in the carrying amount of our goodwill.  Our
goodwill is primarily associated with our Large Systems segment which consists
primarily of UPS, DC-power systems, and precision cooling products for data
centers, facilities, and communication applications.  Conditions contributing to
the goodwill impairment include

                                       19
<PAGE>
the ongoing softness in IT and communications market segments coupled with lower
corporate investment for these types of applications.  To the extent that an
indication of impairment exists, we must perform a second test to measure the
amount of the impairment.  Determination of the amount of the impairment charge
is required to be completed by no later than the end of the year of adoption of
Statement 142.  We are currently evaluating our goodwill and other intangible
assets with indefinite lives associated primarily with the Large Systems
segment.  Based on our preliminary analysis, we anticipate recording a non-cash
charge in 2002 that could approximate the current goodwill balance associated
with the Large Systems segment of approximately $50 million.  This charge will
be recognized as the cumulative effect of a change in accounting principle and
will have no effect on our operations or liquidity.

Accounting for Income Taxes
As part of the process of preparing our consolidated financial statements, we
are required to estimate our income taxes in each of the jurisdictions in which
we operate.  This process involves estimating our actual current tax exposure
together with assessing temporary differences resulting from differing treatment
of items, such as deferred revenue, for tax and accounting purposes.  These
differences result in deferred tax assets and liabilities, which are included
within our consolidated balance sheet.  We must then assess the likelihood that
our deferred tax assets will be recovered from future taxable income.
Expectations about future taxable income incorporate numerous assumptions about
actions, elections and strategies to minimize income taxes in future years.  Our
ability to take such actions, make preferred elections and implement tax-
planning strategies may be adversely impacted by enacted changes in tax laws
and/or tax rates, as well as successful challenges by tax authorities resulting
from differing interpretations of tax laws and regulations.

To the extent we believe that recovery of deferred tax assets is not likely, we
must establish a valuation allowance.  To the extent we establish a valuation
allowance or increase this allowance in a period, we must include an expense
within the tax provision in the consolidated statements of income.  Significant
management judgment is required in determining our provision for income taxes,
our deferred tax assets and liabilities and any valuation allowance recorded
against our net deferred tax assets.  We recorded a valuation allowance of $1.7
million as of December 31, 2001, due to uncertainties related to our ability to
utilize some of our deferred tax assets, primarily consisting of net operating
losses generated in 2001 for the start up of Brazilian operations, before they
expire.  The valuation allowance is based on our estimates of taxable income by
jurisdiction in which we operate and the period over which our deferred tax
assets will be recoverable.  In the event that actual results differ from these
estimates or we adjust these estimates in future periods we may need to
establish an additional valuation allowance which could materially impact our
financial position and results of operations.  The net deferred tax asset as of
March 31, 2002 was $37.8 million, net of a valuation allowance of $1.7 million.

Recently Issued Accounting Standards
In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143, Accounting for Asset Retirement
Obligations, which addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs.  This Statement is effective for fiscal years beginning
after June 15, 2002; we will adopt this Statement on January 1, 2003.  The
adoption of this Statement is not expected to have a material impact on our
consolidated financial position or results of operations.

Factors That May Affect Future Results
This document contains forward-looking statements that involve risks and
uncertainties.  Our actual results could differ materially from those
anticipated in these forward looking statements as a result of certain factors,
including the risks faced by us described below and elsewhere in this document.

The factors that could cause actual results to differ materially include the
following:  The impact of new accounting rules, including SFAS 142, and the
possibility that the anticipated 2002 charges for goodwill may differ from the
current approximation; the extent to which we are able to execute our planned
job reductions and realize anticipated cost savings in resultant productivity
and efficiency improvements; impact on order management and fulfillment,
financial reporting and supply chain management processes as a result of our
implementation of Oracle 11i commenced in the first quarter 2001; our ability to
successfully integrate and operate the product lines acquired from ARRIS; the
impact on demand, component availability and pricing, and logistics that result
from war, acts of

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<PAGE>
terrorism or political instability; the timely development and acceptance of new
products; ramp up, expansion and rationalization of global manufacturing
capacity; our ability to effectively align operating expenses and production
capacity with the current demand environment; general worldwide economic
conditions, and, in particular, the possibility that the PC and related markets
decline more dramatically than currently anticipated; growth rates in the power
protection industry and related industries, including but not limited to the PC,
server, networking, telecommunications and enterprise hardware industries;
competitive factors and pricing pressures; product mix changes and the potential
negative impact on gross margins from such changes; changes in the seasonality
of demand patterns; inventory risks due to shifts in market demand; component
constraints, shortages and quality; risk of nonpayment of accounts receivable;
the uncertainty of the litigation process including risk of an unexpected,
unfavorable result of current or future litigation; risk of disruption to Asian
manufacturing operations due to political instability; and the risks described
from time to time in our filings with the Securities and Exchange Commission.
We caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date they are made.  We disclaim any
obligation to publicly update or revise any such statements to reflect any
change in our expectations or in events, conditions, or circumstances on which
any such statements may be based, or that may affect the likelihood that actual
results will differ from those set forth in the forward-looking statements.

For a discussion of these and other risk factors, please refer to Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in our Annual Report on Form 10-K for the year ended
December 31, 2001.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We, in the normal course of business, are 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 2 of this Report and is incorporated herein by
reference.



PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)  Exhibits

Exhibit No. 3.01   Articles of Organization of APC, as amended,
                   previously filed as an exhibit to APC's Quarterly
                   Report on Form 10-Q for the fiscal quarter ended
                   June 27, 1999 and incorporated herein by reference
                   (File No. 1-12432)

Exhibit No. 3.02   By-Laws of APC, as amended and restated, previously
                   filed as an exhibit to APC's Annual Report on
                   Form 10-K for the fiscal year ended December 31, 1998
                   and incorporated herein by reference
                   (File No. 1-12432)

(B)  Reports on Form 8-K

No reports on Form 8-K were filed by American Power Conversion Corporation
during the quarter ended March 31, 2002.

                                       21
<PAGE>
                                                                       FORM 10-Q
                                                                  March 31, 2002


                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                      AMERICAN POWER CONVERSION CORPORATION

                               Date:  May 15, 2002


                               /s/ Donald M. Muir

                                 Donald M. Muir
                             Chief Financial Officer
                  (Principal Accounting And Financial Officer)

                                       22
<PAGE>
                                                                       FORM 10-Q
                                                                  March 31, 2002



             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit                                                                  Page
Number    Description                                                     No.
 <S>      <C>                                                            <C>
 3.01     Articles of Organization of APC,as amended, previously
          filed as an exhibit to APC's Quarterly Report on Form 10-Q
          for the fiscal quarter ended June 27, 1999 and incorporated
          herein by reference (File No. 1-12432)

 3.02     By-Laws of APC, as amended and restated, previously filed
          as an exhibit to APC's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1998 and incorporated herein
          by reference (File No. 1-12432)
</TABLE>

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