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 September 30, 2001

                                       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 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  [   ]

   Registrant's Common Stock outstanding, $.01 par value, at November 8, 2001 -
                               195,531,000 shares

                                        1
<PAGE>
                                                                       FORM 10-Q
                                                              September 30, 2001


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

                                      INDEX

                                                                 Page No.
Part I - Financial Information:

 Item 1. Consolidated Condensed Financial Statements:
         Consolidated Condensed Balance Sheets -
         September 30, 2001 (Unaudited) and December 31, 2000     3 - 4

         Consolidated Condensed Statements of Income -
         Three Months and Nine Months Ended
         September 30, 2001 and October 1, 2000 (Unaudited)         5

         Consolidated Condensed Statements of Cash Flows -
         Three Months and Nine Months Ended
         September 30, 2001 and October 1, 2000 (Unaudited)         6

         Notes to Consolidated Condensed Financial Statements
         (Unaudited)                                              7 - 9


 Item 2. Management's Discussion and Analysis of
         Financial Condition and Results of Operations            9 - 14


 Item 3. Quantitative and Qualitative Disclosures
         About Market Risk                                         14

Part II - Other Information:

 Item 6. Exhibits and Reports on Form 8-K                          14

Signatures                                                         15

Exhibit Index                                                      16

                                        2
<PAGE>
                                                                       FORM 10-Q
                                                              September 30, 2001
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>

                                              September 30,   December 31,
                                                      2001           2000
                                               (Unaudited)
<S>                                             <C>            <C>
Current assets:
Cash and cash equivalents                       $  279,568     $  283,025
Short term investments                              47,978         25,000
Accounts receivable,
 less allowance for doubtful accounts of
 $22,991 in 2001 and $20,085 in 2000               293,440        298,041
Inventories:
 Raw materials                                     182,603        120,685
 Work-in-process and finished goods                181,856        168,347
Total inventories                                  364,459        289,032

Prepaid expenses and other current assets           20,382         23,488

Deferred income taxes                               42,226         42,024

Total current assets                             1,048,053        960,610

Property, plant, and equipment:
 Land, buildings and improvements                   73,734         72,136
 Machinery and equipment                           198,217        178,558
 Office equipment, furniture, and fixtures          77,114         68,765
 Purchased software                                 31,277         25,633

                                                   380,342        345,092
Less accumulated depreciation
 and amortization                                  161,199        133,335

Net property, plant, and equipment                 219,143        211,757

Goodwill and other intangibles, net                113,207        122,716

Other assets                                        20,353         22,022

Total assets                                    $1,400,756     $1,317,105
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        3
<PAGE>
                                                                       FORM 10-Q
                                                              September 30, 2001
<TABLE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
                      (In thousands, except per share data)

                      LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>

                                              September 30,   December 31,
                                                      2001           2000
                                               (Unaudited)
<S>                                             <C>            <C>
Current liabilities:
Accounts payable                                $   96,485     $  105,031
Accrued expenses                                    36,074         37,946
Accrued compensation                                25,331         21,708
Accrued sales and marketing programs                23,621         15,210
Deferred revenue                                    15,819         11,847
Income taxes payable                                 2,469         14,377

Total current liabilities                          199,799        206,119

Deferred income taxes                               14,131         13,805

Total liabilities                                  213,930        219,924

Shareholders' equity:
Common stock, $.01 par value;
 authorized 450,000 shares; issued 195,658
 shares in 2001 and 195,071 shares in 2000           1,957          1,951
Additional paid-in capital                         121,488        115,381
Retained earnings                                1,070,464        986,176
Treasury stock, 250 shares, at cost                 (1,551)        (1,551)
Accumulated other comprehensive loss                (5,532)        (4,776)

Total shareholders' equity                       1,186,826      1,097,181

Total liabilities and shareholders' equity      $1,400,756     $1,317,105
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        4
<PAGE>
                                                                       FORM 10-Q
                                                              September 30, 2001
<TABLE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                    (In thousands, except earnings per share)
<CAPTION>
                                Nine months ended         Three months ended
                         September 30,    October 1, September 30,    October 1,
                                 2001          2000          2001          2000
                                                 (Unaudited)
<S>                        <C>           <C>           <C>           <C>
Net sales                  $1,085,175    $1,076,266    $  360,943    $  397,034

Cost of goods sold            700,211       609,854       244,025       232,995

Gross profit                  384,964       466,412       116,918       164,039

Operating expenses:
Marketing, selling, general
 and administrative           238,758       225,239        75,315        77,191
Special charges                     -        47,900             -        17,500
Research and development       39,497        32,728        13,014        11,800

Total operating expenses      278,255       305,867        88,329       106,491

Operating income              106,709       160,545        28,589        57,548

Other income, net              11,177        18,650         2,593         5,846

Earnings before income
 taxes                        117,886       179,195        31,182        63,394

Income taxes                   33,598        51,967         8,887        18,385

Net income                  $  84,288     $ 127,228    $   22,295     $  45,009

Basic earnings per share    $     .43     $     .66    $      .11     $     .23

Basic weighted average
 shares outstanding           195,154       194,059       195,377       194,600

Diluted earnings per share  $     .43     $     .64    $      .11     $     .22

Diluted weighted average
 shares outstanding           196,769       200,274       196,522       200,112
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        5
<PAGE>


                                                                       FORM 10-Q
                                                              September 30, 2001
<TABLE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<CAPTION>
                                     Nine months ended         Three months ended
                              September 30,    October 1, September 30,    October 1,
                                      2001          2000          2001          2000
                                                      (Unaudited)
<S>                               <C>           <C>           <C>           <C>

Cash flows from operating
 activities
Net income                        $ 84,288      $127,228      $ 22,295      $ 45,009
Adjustments to reconcile net
 income to net cash provided by
 (used in) operating activities:
Depreciation and amortization of
 property, plant, and equipment     31,759        22,692        12,417         7,848
Deferred income taxes                  124         6,008            38           660
Other non-cash items, net           10,958         3,456         4,121           742
Changes in operating assets and
 liabilities excluding effects
 of acquisitions:
  Accounts receivable                  236       (49,273)        4,534       (28,250)
  Inventories                      (75,427)      (64,215)         (871)      (32,780)
  Prepaid expenses and
   other current assets              3,106        (7,413)        3,047        (2,720)
  Other assets                       2,492       (19,749)        2,664          (477)
  Accounts payable                  (8,546)       34,641       (11,276)       15,820
  Accrued expenses                  14,134        (8,734)        7,631          (102)
  Income taxes payable             (11,908)      (20,087)      (11,182)       (9,479)
Net cash provided by (used in
 operating activities               51,216        24,554        33,418        (3,729)

Cash flows from investing
 activities
Purchases of held-to-maturity
 securities                        (47,978)      (75,000)      (34,125)            -
Maturities of held-to-
 maturity securities                25,000        50,000             -        50,000
Capital expenditures, net of
 capital grants                    (40,552)      (56,014)      (12,084)      (16,287)
Proceeds from sale of
 property, plant, and equipment      2,744             -             -             -
Acquisitions                             -       (78,922)            -             -
Net cash (used in) provided by
 investing activities              (60,786)     (159,936)      (46,209)       33,713

Cash flows from financing
 activities
Proceeds from issuances of
 common stock                        6,113        18,811           611         2,105
Net cash provided by
 financing activities                6,113        18,811           611         2,105

Net change in cash and
 cash equivalents                   (3,457)     (116,571)      (12,180)       32,089
Cash and cash equivalents
 at beginning of period            283,025       456,325       291,748       307,665
Cash and cash equivalents
 at end of period                 $279,568      $339,754      $279,568      $339,754

Supplemental cash flow
 disclosures
Cash paid during the period for
 income taxes (net of refunds)    $ 67,058      $ 63,902      $ 43,073      $ 25,614
</TABLE>

See accompanying notes to consolidated condensed financial statements

                                        6
<PAGE>
 .
                                                                       FORM 10-Q
                                                              September 30, 2001


             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
American  Power Conversion Corporation's, APC's, Annual Report on Form 10-K  for
the   year  ended  December  31,  2000.   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.


2.   Principles of Consolidation

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


3.   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                   Nine months ended         Three months ended
                         September 30,   October 1, September 30,   October 1,
                                 2001         2000          2001         2000
<S>                           <C>          <C>           <C>          <C>
Basic weighted average
 shares outstanding           195,154      194,059       195,377      194,600
Net effect of dilutive
 potential common shares
 outstanding based on the
 treasury stock method using
 the average market price       1,615        6,215         1,145        5,512
Diluted weighted average
 shares outstanding           196,769      200,274       196,522      200,112

Antidilutive potential
 common shares excluded
 from the computation above     9,611            -         9,600          281
</TABLE>
                                        7
<PAGE>
4.   Shareholders' Equity

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


5.   Comprehensive Income

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

<TABLE>
<CAPTION>
In thousands                   Nine months ended         Three months ended
                         September 30,   October 1, September 30,   October 1,
                                 2001         2000          2001         2000
<S>                           <C>         <C>            <C>          <C>
Net income                    $84,288     $127,228       $22,295      $45,009

Other comprehensive loss,
 net of tax:
Change in foreign currency
 translation adjustment          (756)      (3,219)         (375)      (2,451)
Other comprehensive loss         (756)      (3,219)         (375)      (2,451)

Comprehensive income          $83,532     $124,009       $21,920      $42,558
</TABLE>

6.   Short Term Investments

At  September  30,  2001, short term investments consisted of  investment  grade
corporate and municipal bonds with original maturities greater than three months
and  less than or equal to one year at the date of acquisition.  Such securities
were  classified as held-to-maturity and carried at amortized cost.   Management
determines  the  appropriate classification of debt securities at  the  time  of
purchase and re-evaluates such designation as of each balance sheet date.   Debt
securities  are classified as held-to-maturity when APC has the positive  intent
and ability to hold such securities to maturity.

7.   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; the Large Systems segment produces
large system power and availability solutions for data centers, facilities,  and
communications   equipment;   and   the   Other   segment   provides   Web-based
informational,  product, and selling services as well as  replacement  batteries
for APC's UPS products and notebook computers.

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.

                                        8
<PAGE>
Summary operating segment information is as follows:

<TABLE>
<CAPTION>
In thousands                   Nine months ended         Three months ended
                         September 30,   October 1, September 30,   October 1,
                                 2001         2000          2001         2000
<S>                        <C>          <C>             <C>          <C>
Segment net sales
Small Systems              $  889,589   $  939,350      $304,330     $336,106
Large Systems                 163,370      124,385        43,924       52,471
Other                          27,948        6,400        11,151        6,400
Total segment net sales     1,080,907    1,070,135       359,405      394,977
Shipping and handling
 revenues                       4,268        6,131         1,538        2,057
Total net sales            $1,085,175   $1,076,266      $360,943     $397,034

Segment profits
Small Systems              $  374,032   $  421,587      $130,108     $147,615
Large Systems                 (25,611)      10,540       (15,152)        (275)
Other                          16,529        4,065         6,162        4,065
Total segment profits         364,950      436,192       121,118      151,405
Shipping and handling
 net costs                     17,511       11,856         5,676        3,859
Indirect operating            240,730      215,891        86,853       72,498
expenses
Special charges                     -       47,900             -       17,500
Other income, net              11,177       18,650         2,593        5,846
Earnings before
 income taxes              $  117,886   $  179,195      $ 31,182     $ 63,394
</TABLE>

8.   Litigation

The  Company  is  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.



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

RESULTS OF OPERATIONS

Revenues
Net  sales were $360.9 million for the third quarter of 2001, a decrease of 9.1%
compared to $397.0 million for the same period in 2000.  Net sales for the first
nine months of 2001 were $1.1 billion, substantially unchanged from $1.1 billion
in 2000.  Net sales for the third quarter and first nine months of 2001 included
approximately  $4.8  million  and $30.0 million, respectively,  attributable  to
NetworkAir,  formerly Airflow Company, which was acquired in the fourth  quarter
2000.

APC's 2001 net revenue continues to be impacted by softness in IT and communica-
tions  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,
represented approximately 84.7% and 82.3% of net sales in the third quarter  and
first nine months of 2001, respectively.  Third quarter 2001 net sales for  this
segment were down 9.5% versus the same period last year, while first nine months
of  2001  net sales for this segment were down 5.3% versus the same period  last
year.  The Large Systems segment, consisting primarily of UPS, DC-power systems,
and  precision  cooling products for data centers, facilities, and communication
applications,  represented approximately 12.2% and 15.1% of  net  sales  in  the
third  quarter and first nine months of 2001, respectively.  Third quarter  2001
net  sales  for this segment were down 16.3% versus the same period  last  year,
while the first nine months of 2001 net sales for this segment grew 31.3% versus
the same period last year.

                                        9
<PAGE>
On  a geographic basis, the Americas (North and Latin America) represented 56.9%
of third quarter 2001 net sales and were down 11.0% year over year.  Europe, the
Middle East, and Africa (EMEA) represented 26.1% of the quarter's net sales  and
were  down 7.5% compared to the same period last year.  Asia comprised 16.9%  of
the  quarter's  net  sales  and was down 5.0% year over  year.   On  a  constant
currency  basis, EMEA net sales for the third quarter of 2001 fell  7.4%  versus
the  third quarter of 2000, while Asia net sales for the third quarter  of  2001
grew 1.4% versus the same period last year.  On a geographic basis, the Americas
represented  60.3% of the first nine months of 2001 net sales and were  up  3.2%
year over year.  EMEA represented 24.0% of the first nine month's net sales  and
were  down 3.8% compared to the same period last year.  Asia comprised 15.8%  of
the  first  nine  month's net sales and were down .6%  year  over  year.   On  a
constant  currency basis, EMEA net sales for the first nine months of 2001  fell
1.2%  versus the first nine months of 2000, while Asia net sales for  the  first
nine months of 2001 grew 6.0% versus the same period last year.

Cost of Goods Sold
Cost of goods sold was $244.0 million or 67.6% of net sales in the third quarter
of 2001 compared to $233.0 million or 58.7% of net sales in the third quarter of
2000.   Cost of goods sold was $700.2 million or 64.5% of net sales in the first
nine months of 2001 compared to $609.9 million or 56.7% in the first nine months
of  2000.   Third  quarter 2001 gross margin was 32.4% of net sales,  down  from
41.3% in the comparable period in 2000.  First nine months 2001 gross margin was
35.5% of net sales, down from 43.3% in the comparable period in 2000.

The  year  over year gross margin erosion reflected lower gross margins  in  the
Large  Systems segment, which experienced declining sales and production volumes
in the third quarter of 2001, coupled with increasing cost inefficiencies due to
manufacturing  downsizing actions in Denmark and the U.K.   These  actions  were
announced and substantially completed in the third quarter of 2001.  As a result
of  these  actions, we expect to generate significant employment  cost  savings.
However,  due  to  the  timing  of the facilities closures  and  contractual  or
regulatory  obligations  to  certain workers, the financial  benefits  of  these
actions will phase in gradually, commencing in the fourth quarter of 2001.   The
lower  Large Systems gross margins more than offset a slightly favorable segment
mix  shift  during  the third quarter of 2001 towards the  higher  margin  Small
Systems  segment.   Third  quarter  2001 Small  Systems  segment  gross  margins
approximated  comparable third quarter 2000 gross margins.  Third  quarter  2001
gross  margins were also adversely impacted by start-up costs for a new  factory
in  Brazil which is expected to begin manufacturing products by the end  of  the
year.

Additionally, third quarter 2001 gross margins  included the  effects of charges
for  excess  inventory  and  restructuring costs  that  totaled  $17.1  million,
principally  associated with the Large Systems segment.  These charges were  the
result of events or assessments  that occurred during the third quarter of 2001.
The charge  for  excess inventory  relates  to  specifically identified finished
goods  and materials  inventories which are  expected to be disposed  of in late
2001  and  early 2002.  The  restructuring  costs  are the  effects  of employee
terminations, facilities  closures,  and the  related impairment of tangible and
intangible assets.  Total inventory  reserves  at September 30, 2001  were $37.5
million compared  to  $20.5 million  at  December  31,  2000.  This increase was
due primarily to the aforementioned charge for excess inventory.  APC's  reserve
estimate  methodology has  involved  and  will  continue to  involve quantifying
the  total  inventory position  having  potential  loss  exposure, reduced by an
amount  reasonably  forecasted  to  be  sold, and  adjusting its interim reserve
provisioning  to  cover the net loss exposure.

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

                                       10
<PAGE>
SG&A expenses were $75.3 million or 20.9% of net sales for the third quarter  of
2001  compared to $77.2 million or 19.4% of net sales for the third  quarter  of
2000.   SG&A  expenses were $238.8 million or 22.0% of net sales for  the  first
nine  months  of 2001 compared to $225.2 million or 20.9% of net sales  for  the
first nine months of 2000.  Although total spending for the first nine months of
2001 increased year over year, total spending for the third quarter of 2001  was
lower  than  the same quarter last year due primarily to our focused efforts  to
control  expenses while improving the productivity and efficiency of our  global
resources.   The  increase in total spending for the first nine months  of  2001
over  the  same  period  last year was due primarily to  costs  associated  with
increased operating expenses of selling and administrative functions as well  as
increased  promotional  and  sales incentives costs, combined  with  incremental
costs  attributable to NetworkAir, formerly Airflow Company, which was  acquired
in the fourth quarter 2000.

The  allowance for doubtful accounts at September 30, 2001 was 7.3% of  accounts
receivable, compared to 6.3% at December 31, 2000.  APC continues to  experience
strong collection performance.  Accounts receivable balances outstanding over 60
days represented 18.6% of total receivables at September 30, 2001, up from 13.4%
at December 31, 2000.  This increase reflects in part a growing portion of APC's
business  originating  in  areas  where  longer  payment  terms  are  customary,
including  a  growing contribution from international markets, as  well  as  the
product mix shift towards Large Systems business, which typically carries longer
sales  cycles  and  collection  cycles.   In  addition,  slower  payment  cycles
reflected  recent  macro economic trends.  Write-offs of uncollectible  accounts
have  historically represented less than 1% of total net sales.  A  majority  of
international customer balances are covered by receivables insurance.

R&D  expenses were $13.0 million or 3.6% of net sales and $11.8 million or  3.0%
of  net  sales for the third quarters of 2001 and 2000, respectively, and  $39.5
million  or  3.6% of net sales and $32.7 million or 3.0% of net  sales  for  the
first  nine month periods of 2001 and 2000, respectively.  The increase in total
R&D  spending  primarily  reflects increased numbers of  software  and  hardware
engineers   and  other  costs  associated  with  new  product  development   and
engineering support, combined with incremental costs attributable to NetworkAir,
formerly Airflow Company, which was acquired in the fourth quarter 2000.

Other Income, Net and Income Taxes
Other  income is comprised principally of interest income combined with  a  $1.3
million  gain  in  the  first  quarter of 2001 on the  sale  of  a  building  in
Billerica,  Massachusetts.  Interest income was lower during the  third  quarter
and  first nine months of 2001 due to lower short term interest rates and  lower
average  cash  balances available for investment in 2001 compared  to  the  same
periods last year.

Our  effective  income  tax rates were approximately 28.5%  and  29.0%  for  the
respective  quarters and first nine month periods ended September 30,  2001  and
October 1, 2000.  The decrease in the effective tax rate from last year  is  due
to the expected tax savings from an increasing portion of taxable earnings being
generated from APC's 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  September 30, 2001 was $848.3 million compared  to  $754.5
million at December 31, 2000.  APC has been able to increase its working capital
position  as  the  result  of  continued strong operating  results  and  despite
internally  financing the working and long term capital investments required  to
expand  its  operations.  Our cash, cash equivalents, and short term investments
position  was  $327.5 million at September 30, 2001, up from $308.0  million  at
December 31, 2000.

Worldwide  inventories were $364.5 million at September  30,  2001  compared  to
$289.0  million at December 31, 2000.  Like many other vendors participating  in
the  communications and Internet infrastructure build-out, APC has been impacted
by the rapid decline in forecasted demands during the fourth quarter of 2000 and
the  first nine months of 2001.  APC has also experienced shipment cancellations
and  rescheduled  sales  orders  from customers in  the  telecommunications  and
service  provider industry, while our global capacity expansion and  rebalancing
in  our  Large  Systems  business drove the need for  additional  safety  stock.
Additionally, APC's third quarter results include the effects of  a  charge  for
excess  inventory that totaled $12.4 million relating to specifically identified
finished goods and materials inventories which are expected to be disposed of in
late  2001  and  early  2002.   The inventories subject  to  the  write-off  are
categorized  as follows:  $1.5 million of residual, unusable quantities  located
at facilities impacted by recent downsizing actions; $2.5 million of unusable or
unsaleable quantities related to declining and changing demand requirements; and
$8.4  million  of  custom  finished goods impacted  by  canceled  sales  orders,
primarily  from customers in the telecom and Internet infrastructure industries.
Inventory  levels as a percentage of quarterly sales were 101.0%  in  the  third
quarter  of  2001, 99.7% in the second quarter of 2001, and 92.0% in  the  first
quarter of 2001.
                                       11
<PAGE>
At  September  30,  2001, 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 0.625% and an additional $7.0 million  under
an  unsecured line of credit agreement with a second bank at a similar  interest
rate.   No  borrowings were outstanding under these facilities at September  30,
2001.   APC had no significant financial commitments, other than those  required
in the normal course of business, at September 30, 2001.

During  the first nine months of 2001, our capital expenditures, net of  capital
grants, consisted 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
Brazil  and India, as well as to fund IT-related capital equipment and  software
purchases to support business process improvement initiatives.  Capital spending
included  Large  Systems  segment  global capacity  expansion  into  lower  cost
locations closer to local end-user customers and markets.  Substantially all  of
APC's net capital expenditures were financed from available operating cash.   We
had  no  material capital commitments, other than those required in  the  normal
course of business, at September 30, 2001.

APC  has  agreements with the Industrial Development Authority of Ireland  under
which APC 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  APC  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.

At  September 30, 2001, APC's unhedged foreign currency accounts receivable,  by
currency, were as follows:

                <TABLE>
                <CAPTION>
                                       Foreign
                In thousands          Currency        US Dollars
                <S>                  <C>                 <C>
                European Euros          45,888           $42,386
                Japanese Yen         2,656,581            22,565
                British Pounds          11,670            17,221
                Swiss Francs            21,965            13,752
                </TABLE>

APC  also had non-trade receivables denominated in Irish Pounds of approximately
US$1.9  million,  liabilities  denominated in  various  European  currencies  of
approximately  US$40.0 million, and liabilities denominated in Japanese  Yen  of
approximately US$7.5 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  derivative
arrangements, including foreign exchange contracts.  We presently do not utilize
rate protection agreements or derivative arrangements.

                                       12
<PAGE>
Recently Issued Accounting Standards
In  October  2001, the Financial Accounting Standards Board issued Statement  of
Financial  Accounting  Standards  No. 144,  Accounting  for  the  Impairment  or
Disposal  of  Long-Lived  Assets,  which  addresses  financial  accounting   and
reporting  for the impairment or disposal of long-lived assets.  This  Statement
is effective January 1, 2002.  The adoption of this Statement is not expected to
have  a  material impact on our consolidated financial position  or  results  of
operations.

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  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.

In  July  2001,  the Financial Accounting Standards Board issued  Statements  of
Financial  Accounting  Standards No. 141, Business Combinations,  and  No.  142,
Goodwill  and Other Intangible Assets.  Statement 141 requires that the purchase
method  of accounting be used for (a) all business combinations initiated  after
June  30, 2001 and (b) all purchase method business combinations completed after
June 30, 2001.  Statement 141 also specifies the criteria that intangible assets
acquired  in  a purchase method business combination must meet in  order  to  be
recognized  and  reported apart from goodwill.  Pursuant to the requirements  of
Statement 142, goodwill and intangible assets with indefinite useful lives  will
no  longer  be  amortized, but instead will be tested for  impairment  at  least
annually.   Statement  142 also requires that intangible  assets  with  definite
useful  lives be (a) amortized over their respective estimated useful  lives  to
their  estimated residual values and (b) reviewed for impairment  in  accordance
with  Statement  of Financial Accounting Standards No. 121, Accounting  for  the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.

APC  is  required  to  adopt  the provisions of Statement  141  immediately  and
Statement  142  effective January 1, 2002.  Prior to the adoption  of  Statement
142,  APC's  goodwill  and intangible assets acquired in  business  combinations
completed  before June 30, 2001 will continue to be amortized.  Also,  prior  to
the  adoption  of  Statement  142, goodwill and intangible  assets  acquired  in
purchase  business  combinations  completed by  APC  after  June  30,  2001  and
determined  to have indefinite useful lives will not be amortized  but  will  be
evaluated  for  impairment in accordance with the appropriate pre-Statement  142
accounting literature.

APC  is  currently  studying  the provisions of  Statements  141  and  142.   At
September 30, 2001, APC has unamortized goodwill and other intangible assets  of
approximately $113.2 million which will be subject to the transition  provisions
of  Statements 141 and 142.  APC's amortization expense related to goodwill  and
other intangible assets was $2.3 million in each of the first, second, and third
quarters of 2001 and $7.4 million in fiscal year 2000.

In  April 2001, the EITF reached a consensus on Issue No. 00-25, "Vendor  Income
Statement  Characterization of Consideration Paid to a Reseller of the  Vendor's
Products."   This  issue  addresses the recognition  and  measurement  of  costs
incurred  by  a vendor in connection with a retailer's purchase or promotion  of
the  vendor's  products, including the income statement classification  of  such
costs  not  directly  addressed  in Issue 00-14  (see  below).   This  Issue  is
effective  January  1, 2002.  APC is currently studying the provisions  of  this
Issue and is also in the process of quantifying the impact of implementing  this
new guidance.

In  April  2001, the EITF revised the transition requirements of  its  May  2000
consensus on Issue No. 00-14, "Accounting for Certain Sales Incentives. "   This
issue involves the accounting for and reporting of sales subject to rebates  and
revenue  sharing  arrangements as well as coupons and discounts,  including  the
income  statement classification of rebates and other discounts.  This issue  is
effective  January  1, 2002.  APC is currently studying the provisions  of  this
Issue and is also in the process of quantifying the impact of implementing  this
new guidance.

In  June  1998,  the  Financial Accounting Standards Board issued  Statement  of
Financial  Accounting  Standards 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 became effective for APC on January 1,  2001.   The
adoption  of  this  Statement  did not have any  impact  on  APC's  consolidated
financial  position or results of operations as we presently do not utilize  any
derivative instruments.

                                       13
<PAGE>
Factors That May Affect Future Performance
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  on  demand, component availability  and  pricing,  and
logistics that result from war, acts of 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; 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; 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.
APC  cautions  readers  not to place undue reliance on any such  forward-looking
statements,  which speak only as of the date they are made.  APC  disclaims  any
obligation  to  publicly  update or revise any such statements  to  reflect  any
change in APC's 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.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

APC,  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 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 September 30, 2001.

                                       14
<PAGE>
                                                                       FORM 10-Q
                                                              September 30, 2001


                                   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:  November 14, 2001


                               /s/ Donald M. Muir

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

                                       15
<PAGE>
                                                                       FORM 10-Q
                                                              September 30, 2001

<TABLE>

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                  EXHIBIT INDEX
<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>

                                       16