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 29, 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, $0.01 par value, at November 7, 2002 -
                               196,111,000 shares

                                        1
<PAGE>
                                                                       FORM 10-Q
                                                              September 29, 2002


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

                                      INDEX

                                                                      Page No.

Part I - Financial Information:

  Item 1. Consolidated Condensed Financial Statements:
          Consolidated Condensed Balance Sheets -
          September 29, 2002 (Unaudited) and December 31, 2001         3 - 4

          Consolidated Condensed Statements of Income -
          Nine and Three Months Ended
          September 29, 2002 and September 30, 2001 (Unaudited)          5

          Consolidated Condensed Statements of Cash Flows -
          Nine and Three Months Ended
          September 29, 2002 and September 30, 2001 (Unaudited)          6

          Notes to Consolidated Condensed Financial
          Statements (Unaudited)                                       7 - 13

  Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations                         14 - 23

  Item 3. Quantitative and Qualitative Disclosures
          About Market Risk                                              24

  Item 4. Controls and Procedures                                        24

Part II - Other Information:

  Item 6. Exhibits and Reports on Form 8-K                               24

Signatures                                                               25

Certifications of Chief Executive Officer and
  Chief Financial Officer                                             26 - 27

Exhibit Index                                                            28

                                        2
<PAGE>
                                                                       FORM 10-Q
                                                              September 29, 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>

                                       September 29,    December 31,
                                               2002            2001
                                        (Unaudited)
<S>                                        <C>             <C>
Current assets:
Cash and cash equivalents                  $201,676        $288,210
Short term investments (Note 5)             389,625         104,868
Accounts receivable, less allowance
  for doubtful accounts of
  $19,292 in 2002 and $18,712 in 2001       245,941         263,595
Inventories:
  Raw materials                             174,612         158,140
  Work-in-process and finished goods        119,760         192,496
Total inventories                           294,372         350,636

Prepaid expenses and
  other current assets                       23,520          15,935
Assets held-for-sale (Note 4)                 7,646               -
Deferred income taxes                        44,559          44,255

Total current assets                      1,207,339       1,067,499

Property, plant and equipment:
  Land, buildings and improvements           65,140          71,166
  Machinery and equipment                   193,795         200,000
  Office equipment, furniture
    and fixtures                             75,381          72,510
  Purchased software                         31,848          30,463

                                            366,164         374,139

Less accumulated depreciation
  and amortization                          186,146         164,154

Net property, plant and equipment           180,018         209,985

Long term investments (Note 5)               41,440               -
Goodwill (Note 3)                             6,679          56,388
Other intangibles, net (Note 3)              64,218          73,100
Deferred income taxes                        25,885          10,924
Other assets                                  2,588           2,876

Total assets                             $1,528,167      $1,420,772
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        3
<PAGE>
                                                                       FORM 10-Q
                                                              September 29, 2002
<TABLE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
                     (In thousands except per share amount)

                      LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>

                                       September 29,    December 31,
                                               2002            2001
                                        (Unaudited)
<S>                                         <C>             <C>
Current liabilities:
Accounts payable                            $88,720         $75,569
Accrued expenses                             35,363          28,276
Accrued compensation                         27,711          21,640
Accrued sales and marketing programs         23,184          23,011
Deferred revenue                             17,136          14,451
Income taxes payable                         41,863          20,131

Total current liabilities                   233,977         183,078

Deferred tax liability                       14,291          16,306

Total liabilities                           248,268         199,384

Shareholders' equity (Notes 7 and 8):
Common stock, $0.01 par value;
  authorized 450,000 shares;
  issued 196,295; shares in 2002
  and 196,025 shares in 2001                  1,963           1,960
Additional paid-in capital                  129,134         126,365
Retained earnings                         1,153,272       1,099,541
Treasury stock, 250 shares, at cost          (1,551)         (1,551)
Accumulated other comprehensive loss         (2,919)         (4,927)

Total shareholders' equity                1,279,899       1,221,388

Total liabilities and shareholders'
  equity                                 $1,528,167      $1,420,772
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        4
<PAGE>
                                                                       FORM 10-Q
                                                              September 29, 2002
<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 29,  September 30,  September 29,  September 30,
                                    2002           2001           2002           2001
                                                     (Unaudited)
<S>                             <C>          <C>              <C>            <C>
Net sales (Notes 3 and 9)       $942,055     $1,066,229       $337,143       $355,116

Cost of goods sold               585,066        700,211        200,148        244,025

Gross profit                     356,989        366,018        136,995        111,091

Operating expenses:
Marketing, selling, general
  and administrative (Note 3)    197,114        219,812         66,871         69,488
Research and development          44,060         39,497         14,601         13,014

Total operating expenses         241,174        259,309         81,472         82,502

Operating income                 115,815        106,709         55,523         28,589

Other income, net                  7,585         11,177          3,239          2,593

Earnings before income taxes
  and cumulative effect of
  accounting change              123,400        117,886         58,762         31,182

Income taxes                      35,169         33,598         16,747          8,887

Earnings before cumulative
  effect of accounting
  change                          88,231         84,288         42,015         22,295

Cumulative effect of
  accounting change,
  net of income taxes
  of $15,459 (Note 3)            (34,500)             -              -              -

Net income                       $53,731        $84,288        $42,015        $22,295


Basic earnings per share:

Basic earnings per share
  before the cumulative
  effect of accounting
  change                           $0.45          $0.43          $0.21          $0.11

Cumulative effect of
  accounting change, net           (0.18)             -              -              -

Basic earnings per share           $0.27          $0.43          $0.21          $0.11

Basic weighted average
  shares outstanding             195,899        195,154       $196,049        195,377


Diluted earnings per share:

Diluted earnings per share
  before the cumulative
  effect of accounting
  change                           $0.45          $0.43          $0.21          $0.11

Cumulative effect of
  accounting change, net           (0.18)             -              -              -

Diluted earnings per share         $0.27          $0.43          $0.21          $0.11

Diluted weighted average
  shares outstanding             196,804        196,769        196,631        196,522
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        5
<PAGE>
                                                                       FORM 10-Q
                                                              September 29, 2002
<TABLE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<CAPTION>
                                 Nine months ended             Three months ended
                            September 29,  September 30,  September 29,  September 30,
                                    2002           2001           2002           2001
                                                      (Unaudited)
<S>                              <C>            <C>            <C>            <C>
Cash flows from
  operating activities
Net income                       $53,731        $84,288        $42,015        $22,295
Adjustments to reconcile
  net income to net cash
  provided by operating
  activities:
Depreciation and
  amortization of
  property, plant
  and equipment                   30,349         30,641         10,211         11,299
Gain on sale of property,
  plant and equipment                  -         (1,337)             -              -
Amortization of goodwill
  and other intangibles            8,850          8,686          2,948          2,915
Provision for doubtful
  accounts                         3,459          4,365          1,071          1,581
Provision for inventories          8,710         17,832          1,710         14,178
Deferred income taxes            (17,280)           124         (2,257)            38
Restructuring charges              3,877          4,846              -          4,846
Cumulative effect of
  accounting change               49,959              -              -              -
Other non-cash items, net          2,008           (756)           268           (375)
Changes in operating
  assets and
  liabilities:
    Accounts receivable           14,195            236        (22,497)         4,534
    Inventories                   47,554        (93,259)         4,956        (15,049)
    Prepaid expenses and
     other current assets         (7,585)         3,106            290          3,047
    Other assets                      70         (1,236)           (95)        (1,064)
    Accounts payable              13,151         (8,546)        17,614        (11,276)
    Accrued expenses              16,016         14,134          6,482          7,631
    Income taxes payable          21,732        (11,908)        16,514        (11,182)
Net cash provided by
  operating activities           248,796         51,216         79,230         33,418

Cash flows from
  investing activities
Purchases of held-to-
  maturity securities           (776,922)       (47,978)      (466,420)       (34,125)
Maturities of held-to-
  maturity securities            461,360         25,000        342,015              -
Purchases of available-
  for-sale securities            (25,635)             -           (206)             -
Maturities of available-
  for-sale securities             15,000              -         10,000              -
Capital expenditures             (13,529)       (40,552)        (5,081)       (12,084)
Disposals of property,
  plant, and equipment             1,624              -          1,624              -
Proceeds from sale of
  property, plant and
  equipment                            -          2,744              -              -
Net cash used in
  investing activities          (338,102)       (60,786)      (118,068)       (46,209)

Cash flows from
  financing activities
Proceeds from issuances
  of common stock                  2,772          6,113            105            611
Net cash provided by
  financing activities             2,772          6,113            105            611

Net change in cash and
  cash equivalents               (86,534)        (3,457)       (38,733)       (12,180)
Cash and cash equivalents
 at beginning of period          288,210        283,025        240,409        291,748
Cash and cash equivalents
  at end of period              $201,676       $279,568       $201,676       $279,568

Supplemental cash flow
  disclosures
Cash paid during the
  period for:
Income taxes
  (net of refunds)               $11,372        $43,073           $432        $19,088
</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
                                                              September 29, 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 amounts and 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 $8.7 million and $5.8 million in the third quarters of 2002 and
2001, respectively, and $17.0 million and $18.9 million in the first nine months
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 September 29, 2002, two buildings and equipment held-for-sale of $7.6 million
are stated at the lower of their fair values less estimated selling costs or
carrying amounts, and depreciation is no longer recognized.  APC completed the
sale of a building located in Maryland in October 2002 and expects to complete
its sale of the remaining building, located in the Philippines, and related
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 of Financial Accounting Standards No. 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.
In connection with completion of the first step of its transitional analysis,
APC identified two reporting units with goodwill, Large Systems and Small
Systems; these reporting units are also reportable segments.  APC then
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 indicated impairment in the carrying amount of its goodwill.
APC's goodwill was primarily associated with its Large Systems segment which
consists primarily of uninterruptible power supply (UPS), DC-power systems, and
precision cooling products for data centers, facilities, and communication
applications.  Conditions contributing to the goodwill impairment included the
ongoing softness in IT and communications market segments coupled with lower
corporate investment for these types of applications.

In connection with completion of the second step of its transitional analysis,
APC compared the carrying amount of reporting unit goodwill with the implied
fair value of reporting unit goodwill, both of which were measured as of the
date of adoption.  The implied fair value of goodwill was determined by
allocating the fair value of the reporting unit to all of the assets (recognized
and unrecognized) and liabilities of the reporting unit in a manner similar to a
purchase price allocation, in accordance with Statement 141.  The residual fair
value after this allocation is the implied fair value of the reporting unit
goodwill.  Based on this second step, APC has recorded a non-cash charge that
approximates the goodwill balance associated with our Large Systems segment of
approximately $50 million (approximately $35 million on an after-tax basis).
This charge has been recognized as the cumulative effect of a change in
accounting principle net of income taxes, included in APC's results as of
January 1, 2002, and has no effect on APC's operations or liquidity.  The
remaining goodwill of $6.7 million is associated with our Small Systems segment.
APC will evaluate each of its reporting units with goodwill during the fourth
quarter of each fiscal year or more frequently if impairment indicators arise.

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 144.  APC's other intangible assets consist principally of technology
and licensed 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 September 29, 2002, APC's other intangible assets were as follows:

  <TABLE>
  <CAPTION>
  In thousands                          September 29, 2002
                                     Gross
                                   Carrying       Accumulated
                                    Amount       Amortization
  <S>                               <C>               <C>
  Amortized intangible assets
  Technology                        $80,642           $24,198
  Customer Lists                      8,900             3,183
  Tradenames                          3,157             1,100
  Total                             $92,699           $28,481
  </TABLE>

Aggregate amortization expense related to APC's other intangible assets for the
third quarter and first nine months of 2002 was $2.9 million and $8.9 million,
respectively.  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 third quarter and first nine months
2001 net income to adjusted net income as if APC had adopted Statement 142 on
January 1, 2001, excluding the amortization of goodwill and reflecting the
adjusted useful lives of other intangible assets:

<TABLE>
<CAPTION>
In thousands                     Nine months ended             Three months ended
                            September 29,  September 30,  September 29,  September 30,
                                    2002           2001           2002           2001
<S>                              <C>            <C>            <C>            <C>
Reported net income              $53,731        $84,288        $42,015        $22,295
Add back:
  Goodwill amortization                -          2,295              -            765
Adjust:
  Technology amortization              -         (1,861)             -           (607)
  Customer lists amortization          -           (397)             -           (132)
  Tradenames amortization              -           (154)             -            (51)
Adjusted net income              $53,731        $84,171        $42,015        $22,270
</TABLE>

Had APC adopted Statement 142 effective January 1, 2001, there would have been
no impact on third quarter 2001 earnings per share of $0.11 or first nine months
2001 earnings per share of $0.43.


4.   Restructuring

During the first quarter of 2002, APC announced global headcount reductions of
approximately 17%.  These actions impacted 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 were the
result of APC's 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 restructuring actions
by no later than the end 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 September 29, 2002, two buildings and equipment held-for-sale of $7.6 million
are stated at the lower of their fair values less estimated selling costs or
carrying amounts, and depreciation is no longer recognized.  APC completed the
sale of a building located in Maryland in October 2002 and expects to complete
its sale of the remaining building, located in the Philippines, and related
equipment by the end of 2002.  A summary of the related 2002 restructuring
liabilities during the first, second, and third quarters of 2002 is outlined
below.  APC expects all such restructuring liabilities at September 29, 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 Restructuring Plans:

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.)

<TABLE>
<CAPTION>
In thousands        Restructuring                                         Restructuring
                   Liabilities at                                         Liabilities at
                      March 31,       Total      Non-cash       Cash         June 30,
                        2002         Charges     Charges      Payments         2002
<S>                    <C>             <C>          <C>      <C>              <C>

2002 Restructuring Plans:

Employee
  terminations         $1,582          $ --         $ --     $(1,358)           $224

Facilities
  closures                840            --           --          --             840

Total                  $2,422          $ --         $ --     $(1,358)         $1,064


                    Restructuring                                         Restructuring
                   Liabilities at                                         Liabilities at
                      June 30,        Total      Non-cash       Cash      September 29,
                        2002         Charges     Charges      Payments         2002

2002 Restructuring Plans:

Employee
  terminations           $224          $ --         $ --       $(161)            $63

Facilities
  closures                840            --           --          --             840

Total                  $1,064          $ --         $ --       $(161)           $903
</TABLE>

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 2001
restructuring liabilities during the first, second, and third quarters of 2002
is outlined below.  All such restructuring liabilities were fully paid in cash
at September 29, 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 Restructuring Plans:

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

Total                    $452          $ --         $ --       $(317)           $135

                    Restructuring                                         Restructuring
                   Liabilities at                                         Liabilities at
                      March 31,       Total      Non-cash       Cash         June 30,
                        2002         Charges     Charges      Payments         2002

2001 Restructuring Plans:

Employee
  terminations           $135          $ --         $ --       $(101)            $34

Total                    $135          $ --         $ --       $(101)            $34
</TABLE>

                                       10
<PAGE>

4.   Restructuring (cont.)

<TABLE>
<CAPTION>
In thousands        Restructuring                                         Restructuring
                   Liabilities at                                         Liabilities at
                      June 30,        Total      Non-cash       Cash      September 29,
                        2002         Charges     Charges      Payments         2002
<S>                       <C>          <C>          <C>         <C>            <C>

2001 Restructuring Plans:

Employee
  terminations            $34          $ --         $ --        $(34)           $ --

Total                     $34          $ --         $ --        $(34)           $ --
</TABLE>

5.   Investments

<TABLE>
<CAPTION>
In thousands                    September 29,      December 31,
                                        2002              2001
<S>                                 <C>               <C>
Current available-for-
  sale securities
Corporate bonds                      $35,726           $25,092

Current held-to-maturity
  securities
Certificates of deposit              139,158            12,257
Corporate bonds                      134,993            32,583
Municipal bonds and notes             68,748            30,083
U.S. government
  agency securities                   11,000             4,853
                                     353,899            79,776
Total short term
  investments                       $389,625          $104,868

Long term held-to-
  maturity securities
U.S. government agency
  securities                         $26,557               $ -
Corporate bonds                       14,329                 -
Equity investments                       554                 -
Total long term
  investments                        $41,440               $ -
</TABLE>

APC classifies as short term its investments with original maturities greater
than three months and less than or equal to one year, and as long term its
investments with remaining maturities greater than one year.  Available-for-sale
securities are recorded at fair value with net unrealized gains and losses
reported, net of tax, in other comprehensive income.  At September 29, 2002 and
December 31, 2001, the gross unrealized holding losses on available-for-sale
securities were not material.  Held-to-maturity securities 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.
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.

                                       11
<PAGE>

<TABLE>
<CAPTION>
In thousands                     Nine months ended             Three months ended
                            September 29,  September 30,  September 29,  September 30,
                                    2002           2001           2002           2001
<S>                              <C>            <C>            <C>            <C>
Basic weighted average
  shares outstanding             195,899        195,154        196,049        195,377

Net effect of dilutive
  potential common shares
  outstanding based on
  the treasury stock
  method using the
  average market price               905          1,615            582          1,145

Diluted weighted average
  shares outstanding             196,804        196,769        196,631        196,522

Antidilutive potential
  common shares excluded
  from the computation
  above                            9,047          9,611         14,394          9,600
</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                     Nine months ended             Three months ended
                            September 29,  September 30,  September 29,  September 30,
                                    2002           2001           2002           2001
<S>                              <C>            <C>            <C>            <C>
Net income                       $53,731        $84,288        $42,015        $22,295

Other comprehensive income
  (loss), net of tax:
Change in foreign currency
  translation adjustment           2,076           (756)           292           (375)
Net unrealized loss on
  investments, net of
  income taxes                       (68)             -            (24)             -
Other comprehensive
  income (loss)                    2,008           (756)           268           (375)

Comprehensive income             $55,739        $83,532        $42,283        $21,920
</TABLE>

                                       12
<PAGE>

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 principally 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 principally provide
power and availability solutions for data centers, facilities and communications
equipment.  The Other segment principally consists of notebook computer
accessories, replacement batteries and Web-based services.

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                      Nine months ended               Three months ended
                             September 29,   September 30,   September 29,   September 30,
                                     2002            2001            2002            2001
<S>                              <C>           <C>               <C>             <C>
Segment net sales
Small Systems                    $760,747        $871,796        $270,697        $298,812
Large Systems                     134,845         162,616          49,314          43,755
Other                              41,277          27,549          15,380          11,011
Total segment net sales           936,869       1,061,961         335,391         353,578
Shipping and handling
  revenues                          5,186           4,268           1,752           1,538
Total net sales                  $942,055      $1,066,229        $337,143        $355,116
Segment profits
Small Systems                    $313,554        $356,240        $116,650        $124,591
Large Systems                     (16,192)        (26,365)           (813)        (15,321)
Other                              23,248          16,130           8,302           6,022
Total segment profits             320,610         346,005         124,139         115,292
Shipping and handling              13,761          17,511           5,994           5,676
  net costs
Indirect operating expenses       191,034         221,785          62,622          81,027
Other income, net                   7,585          11,177           3,239           2,593
Earnings before income taxes
  and cumulative effect of
  accounting change              $123,400        $117,886         $58,762         $31,182
</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.

                                       13
<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 $8.7 million and $5.8 million in the third quarters of 2002 and
2001, respectively, and $17.0 million and $18.9 million in the first nine months
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 September 29, 2002, two buildings
and equipment held-for-sale of $7.6 million are stated at the lower of their
fair values less estimated selling costs or carrying amounts, and depreciation
is no longer recognized.  APC completed the sale of a building located in
Maryland in October 2002 and expects to complete its sale of the remaining
building, located in the Philippines, and related equipment by the end of 2002.
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.
In connection with completion of the first step of our transitional analysis, we
identified two reporting units with goodwill, Large Systems and Small Systems;
these reporting units are also reportable segments.  We then 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
indicated impairment in the carrying amount of our goodwill.  Our goodwill was
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 included the ongoing softness in IT and communications
market segments coupled with lower corporate investment for these types of
applications.

In connection with completion of the second step of its transitional analysis,
APC compared the carrying amount of reporting unit goodwill with the implied
fair value of reporting unit goodwill, both of which were measured as of the
date of adoption.  The implied fair value of goodwill was determined by
allocating the fair value of the reporting unit to all of the assets (recognized
and unrecognized) and liabilities of the reporting unit in a manner similar to a
purchase price allocation, in accordance with Statement 141.  The residual fair
value after this allocation is the implied fair value of the reporting unit
goodwill.  Based on this second step, APC has recorded a non-cash charge that
approximates the goodwill balance associated with our Large Systems segment of
approximately $50 million (approximately $35 million on an after-tax basis).
This charge has been recognized as the cumulative effect of a change in
accounting principle net of income taxes, included in APC's results as of
January 1, 2002, and has no effect on APC's operations or liquidity.  The
remaining goodwill of $6.7 million is associated with our Small Systems segment.
APC will evaluate each of its reporting units with goodwill during the fourth
quarter of each fiscal year or more frequently if impairment indicators arise.

                                       14
<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 144, Impairment on Disposal of Long-Lived Assets.  Our other
intangible assets consist principally of technology and licensed 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 third
quarter and first nine months of 2002 was $2.9 million and $8.9 million,
respectively.  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.


COMPARISON OF THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 29, 2002 AND
SEPTEMBER 30, 2001

Revenues

Net sales were $337.1 million for the third quarter of 2002, a decrease of 5.1%
compared to $355.1 million for the same period in 2001.  Net sales for the first
nine months of 2002 were $942.1 million compared to $1.1 billion in 2001, a
decrease of 11.6%.  Our net sales for the third quarter and first nine months of
2002 were impacted by continued softness in IT and communications market
segments.  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 third quarter
and first nine months of 2002 by continued industry softness in the IT markets,
weakened global economies, and maturing markets.  Net sales of the Small Systems
segment represented 80.7% of total net sales for the third quarter 2002 and
decreased 9.4% year-over-year to $270.7 million.  Net sales of the Small Systems
segment represented 81.2% of total net sales for the first nine months of 2002
and decreased 12.7% year-over-year to $760.7 million.  Our Large Systems
segment, consisting primarily of UPS, DC-power systems, and precision cooling
products for data centers, facilities, and communication applications,
experienced year-over-year growth in the third quarter of 2002.  Such growth was
attributable primarily to sales of our UPS and related services relating to our
recently introduced PowerStruXureT solutions, precision cooling products, and
industrial UPS.  Such growth partially offset the negative impact in the first
half of 2002 of lower corporate investment for these types of applications.
Revenues in this segment represented 14.7% of total net sales for the third
quarter 2002 and were up year-over-year 12.7% to $49.3 million.  Revenues in
this segment represented 14.4% of total net sales for the first nine months of
2002 and were down year-over-year 17.1% to $134.8 million.  Net sales of the
Other segment, which consists primarily of notebook computer accessories,
replacement batteries and Web-based services, were $15.4 million for the third
quarter 2002, up from $11.0 million for the same period in 2001, and were $41.3
million for the first nine months of 2002, up from $27.5 million for the same
period last year.  This increase was driven primarily by the growth of notebook
computer accessories and replacement batteries for UPS hardware.

On a geographic basis, the Americas (North and Latin America) represented 55.3%
of total net revenues for the third quarter 2002 and were down 6.7% over the
same period in 2001.  The Americas represented 56.5% of total net revenues for
the first nine months of 2002 and were down 16.3% over the same period last
year.  Europe, the Middle East and Africa (EMEA) represented 27.9% of total net
revenues for the third quarter 2002 and was flat year-over-year.  EMEA
represented 26.6% of total net revenues for the first nine months of 2002 and
was down 3.2% from the same period last year.  Finally, Asia was 16.8% of total
net revenues for the third quarter 2002, decreasing 7.3% over the same period in
2001.  Asia was 16.9% of total net revenues for the first nine months of 2002,
decreasing 6.8% over the same period last year.  On a constant currency basis,
EMEA was down 4.8% and Asia decreased 6.4% versus the third quarter of 2001, and
EMEA was down 5.2% and Asia decreased 4.1% versus the first nine months of 2001.

Cost of Goods Sold

Cost of goods sold was $200.1 million or 59.4% of net sales in the third quarter
of 2002 compared to $244.0 million or 68.7% in the third quarter of 2001.  Cost
of goods sold was $585.1 million or 62.1% of net sales in the first nine months
of 2002 compared to $700.2 million or 65.7% in the first nine months of 2001.

                                       15
<PAGE>

Gross margin for the third quarter 2002 was 40.6% of sales, approximately 930
basis points higher than the comparable period in 2001.  Gross margin for the
first nine months of 2002 was 37.9% of sales, approximately 360 basis points
higher than the comparable period last year.  The gross margin improvements in
both the third quarter and first nine months over the comparable periods last
year were attributable principally to an increase in Large Systems gross margins
slightly offset by a segment mix shift from the higher margin Small Systems
segment to the lower margin Large Systems segment.  Within the Large Systems
businesses, gross margins improved in both the third quarter and first nine
months over the comparable periods last year reflecting lower manufacturing
costs attributed to our cost rationalization events from last year and a
favorable product mix shift within the segment.  Within the Small Systems
businesses, gross margins improved in both the third quarter and first nine
months over the comparable periods last year reflecting product cost reductions
and favorable mix within the underlying product lines as well as favorable
currency trends.  These cost reductions were partially offset by margin erosion
caused by planned price reductions during the quarter.

Additionally, gross margins for the first nine months of 2002 included the
effects of restructuring costs of $4.8 million taken during the first quarter of
2002.  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 impacted 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 were the result of our decision to consolidate our
Philippines-based manufacturing operations resulting in the closing of our
manufacturing facility in 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 by no later than the end 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 September 29, 2002 were $36.1 million compared to
$32.9 million at December 31, 2001.  There were no inventory charges, other than
our standard provisioning, during the third quarter and first nine months of
2002.  Approximately $1.0 million, $2.0 million and $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 third, second, and first quarters of 2002,
respectively.  Disposition of the remaining inventories is continuing into the
fourth quarter of 2002; we anticipate that all such excess inventory associated
with the third quarter 2001 charge will be physically disposed by no later than
the end of the first half of 2003.  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 $66.9 million or 19.8% of net sales for the third quarter of
2002 compared to $69.5 million or 19.6% of net sales for the third quarter of
2001.  SG&A expenses were $197.1 million or 20.9% of net sales for the first
nine months of 2002 compared to $219.8 million or 20.6% of net sales for the
first nine months of 2001.  Total spending in the third quarter and first nine
months of 2002 decreased from comparable prior year levels due to focused
efforts to control expenses while improving the productivity and efficiency of
our global resources.

                                       16
<PAGE>

These decreases were due principally to lower costs associated with decreased
staffing and operating expenses of our selling and marketing functions.  The
allowance for doubtful accounts at September 29, 2002 was 7.3% of accounts
receivable, compared to 6.6% at December 31, 2001.  Accounts receivable balances
outstanding over 60 days represented 13.9% of total receivables at September 29,
2002, down from 18.2% at December 31, 2001.  Such amounts reflect 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.  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 $14.6 million or 4.3% of net sales and $13.0 million or 3.7%
of net sales for the third quarters of 2002 and 2001, respectively.  R&D
expenses were $44.1 million or 4.7% of net sales and $39.5 million or 3.7% of
net sales for the first nine months 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 third quarter and first nine months of 2002 is comprised
primarily of interest income.  Other income in the third quarter of 2001 is
comprised primarily of interest income; other income in the first nine months of
2001 is comprised primarily 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 third quarter and first nine
months of 2002, interest income decreased substantially versus the comparable
periods last year due to lower short term interest rates during 2002.

Our effective income tax rate was approximately 28.5% for each of the quarters
and first nine months ended September 29, 2002 and September 30, 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 September 29, 2002 was $973.4 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 capital investment required to support our operations.
Our cash, cash equivalents and short and long term investments position
increased to $632.8 million at September 29, 2002 from $393.1 million at
December 31, 2001.

Worldwide inventories were $294.4 million at September 29, 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 third quarter and first nine months of 2002.
Approximately $1.0 million, $2.0 million, and $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 third, second, and first quarters of 2002,
respectively.  Disposition of the remaining inventories is continuing into the
fourth quarter of 2002; we anticipate that all such excess inventory associated
with the third quarter 2001 charge will be physically disposed by no later than
the end of the first half of 2003.  Inventory levels as a percentage of
quarterly sales were 87.3% in the third quarter of 2002, down from 97.7% in the
second quarter of 2002.

At September 29, 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 0.625% and an additional $6.0 million under
an unsecured line of credit agreement with a second bank at similar interest
rates.  No borrowings were outstanding under these facilities at September 29,
2002.  We had no significant financial commitments, other than those required in
the normal course of business, at September 29, 2002.

                                       17
<PAGE>

During the third quarter and first nine months 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 and make building improvements in the U.S. as well as
to fund IT-related capital equipment and software purchases to support business
process improvement initiatives.  Substantially all of our net capital
expenditures were financed from available operating cash.  We had no material
capital commitments at September 29, 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.

At September 29, 2002, our unhedged foreign currency accounts receivable, by
currency, were as follows:

  <TABLE>
  <CAPTION>
  In thousands            Foreign
                          Currency     U.S. Dollars
  <S>                    <C>              <C>
  European Euros            33,489        $32,695
  Japanese Yen           2,520,882        $20,512
  Swiss Francs              24,403        $16,272
  British Pounds             7,060        $10,994
  </TABLE>

We also had non-trade receivables denominated in Irish Pounds of approximately
US$0.8 million, liabilities denominated in various European currencies of
approximately US$44.5 million, and liabilities denominated in Japanese Yen of
approximately US$4.8 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.

                                       18
<PAGE>

For all financial statement periods presented, there have been no material
modifications to the application of these critical accounting policies.  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 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, we anticipate that installation and customer acceptance provisions may
become more common and therefore increasingly significant for determining
delivery and performance and consequently our entitlement to recognize revenue.

                                       19
<PAGE>

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 $8.7 million and $5.8 million in the third quarters of 2002 and
2001, respectively, and $17.0 million and $18.9 million in the first nine months
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 Statement of
Financial Accounting Standards No. 48, Revenue Recognition When Right of Return
Exists, and U.S. Securities and Exchange Commission Staff Accounting Bulletin
No. 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.

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.

                                       20
<PAGE>

Valuation of Long-lived Tangible and Intangible Assets including Goodwill

We 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.  In connection with completion of the first step of our
transitional analysis, we identified two reporting units with goodwill, Large
Systems and Small Systems; these reporting units are also reportable segments.
We then 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 indicated impairment in the carrying amount of our
goodwill.  Our goodwill was 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 included the ongoing softness
in IT and communications market segments coupled with lower corporate investment
for these types of applications.

In connection with completion of the second step of its transitional analysis,
APC compared the carrying amount of reporting unit goodwill with the implied
fair value of reporting unit goodwill, both of which were measured as of the
date of adoption.  The implied fair value of goodwill was determined by
allocating the fair value of the reporting unit to all of the assets (recognized
and unrecognized) and liabilities of the reporting unit in a manner similar to a
purchase price allocation, in accordance with Statement 141.  The residual fair
value after this allocation is the implied fair value of the reporting unit
goodwill.  Based on this second step, APC has recorded a non-cash charge that
approximates the goodwill balance associated with our Large Systems segment of
approximately $50 million (approximately $35 million on an after-tax basis).
This charge has been recognized as the cumulative effect of a change in
accounting principle net of income taxes, included in APC's results as of
January 1, 2002, and has no effect on APC's operations or liquidity.  The
remaining goodwill of $6.7 million is associated with our Small Systems segment.
APC will evaluate each of its reporting units with goodwill during the fourth
quarter of each fiscal year or more frequently if impairment indicators arise.

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
September 29, 2002 was $56.2 million, net of a valuation allowance of $1.7
million.

                                       21
<PAGE>

Recently Issued Accounting Standards

In July 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146, Accounting for Costs Associated with
Exit or Disposal Activities, which requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan.  Statement 146 is
required to be applied prospectively to exit or disposal activities initiated
after December 31, 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.

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: impact on order management and fulfillment, financial reporting and
supply chain management processes as a result of human error or our reliance on,
or a failure or disruption of, or latent defects in, a variety of computer
systems, including Oracle 11i which was implemented in the first quarter 2001;
the impact on demand, finished goods or component availability and pricing, and
logistics, and the disruption of Asian manufacturing operations, that result
from vendor or labor disputes, war, acts of terrorism or political instability;
ramp up, expansion and rationalization of global manufacturing capacity; APC's
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; 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.

                                       22
<PAGE>

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.

ITEM 4.  CONTROLS AND PROCEDURES

(A)  Evaluation of disclosure controls and procedures

Our chief executive officer and our chief financial officer, after evaluating
the effectiveness of APC's "disclosure controls and procedures" (as defined in
the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of a date
(the "Evaluation Date") within 90 days before the filing date of this quarterly
report, have concluded that as of the Evaluation Date, our disclosure controls
and procedures were adequate and designed to ensure that material information
relating to us and our consolidated subsidiaries would be made known to them by
others within those entities.

(B)  Changes in internal controls

There were no significant changes in our internal controls or, to our knowledge,
in other factors that could significantly affect our internal controls
subsequent to the Evaluation Date.

                                       23
<PAGE>


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)
Exhibit No. 99.1  Certification of Rodger B. Dowdell, Jr., Chief Executive
                  Officer, pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
Exhibit No. 99.2  Certification of Donald M. Muir, Chief Financial Officer,
                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002 *

* American Power Conversion Corporation has the originally signed certificate
  and will provide it to the Securities and Exchange Commission upon request.

(B)  Reports on Form 8-K

On July 3, 2002, APC filed a Current Report on Form 8-K with the Securities and
Exchange Commission which reported, pursuant to Item 5, the impact of adopting
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets, for the fiscal years ended December 31, 1999, 2000 and 2001.

On August 14, 2002, APC filed a Current Report on Form 8-K with the Securities
and Exchange Commission which reported, pursuant to Item 9, submission of
Statements under Oath of its Principal Executive Officer and Principal Financial
Officer to the Securities and Exchange Commission, in accordance with the
Commission's June 27, 2002 Order Requiring the Filing of Sworn Statements
Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (File No. 4-
460).

                                       24
<PAGE>
                                                                       FORM 10-Q
                                                              September 29, 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:  November 13, 2002


                               /s/ Donald M. Muir

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


                                       25
<PAGE>

                                  CERTIFICATION



I, Rodger B. Dowdell, Jr., certify that:

1.  I have reviewed this quarterly report on Form 10-Q of American Power
Conversion Corporation;

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 13, 2002


/s/ Rodger B. Dowdell, Jr.

Rodger B. Dowdell, Jr.
Chairman, President and Chief Executive Officer

                                       26
<PAGE>

                                  CERTIFICATION



I, Donald M. Muir, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of American Power
Conversion Corporation;

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 13, 2002


/s/ Donald M. Muir

Donald M. Muir
Senior Vice President, Finance and Administration,
Treasurer and Chief Financial Officer

                                       27
<PAGE>
                                                                       FORM 10-Q
                                                              September 29, 2002
   <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)

   99.1     Certification of Rodger B. Dowdell, Jr.,            29
            Chief Executive Officer, pursuant to 18 U.S.C.
            Section 1350, as adopted pursuant to Section 906
            of the Sarbanes-Oxley Act of 2002 *

   99.2     Certification of Donald M. Muir,                    30
            Chief Financial Officer, pursuant to 18 U.S.C.
            Section 1350, as adopted pursuant to Section 906
            of the Sarbanes-Oxley Act of 2002 *
   </TABLE>

   *  American Power Conversion Corporation has the originally signed
      certificate and will provide it to the Securities and Exchange
      Commission upon request.

                                       28
<PAGE>
                                                                    Exhibit 99.1








                                  CERTIFICATION





In connection with the Quarterly Report of American Power Conversion Corporation
(the "Company") on Form 10-Q for the period ending September 29, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Rodger B. Dowdell, Jr., Chairman, President and Chief Executive Officer of
the Company, certify, pursuant to 18 U.S.C.  1350, as adopted pursuant to  906
of the Sarbanes-Oxley Act of 2002, that:

   (1)   The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

   (2)   The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.




/s/ Rodger B. Dowdell, Jr.

Rodger B. Dowdell, Jr.
Chairman, President and Chief Executive Officer
November 13, 2002


The foregoing certification is being furnished solely pursuant to section 906 of
the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter
63 of title 18, United States Code) and is not being filed as part of a separate
disclosure document.

                                       29
<PAGE>
                                                                    Exhibit 99.2








                                  CERTIFICATION





In connection with the Quarterly Report of American Power Conversion Corporation
(the "Company") on Form 10-Q for the period ending September 29, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Donald M. Muir, Senior Vice President, Finance and Administration, Treasurer
and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
1350, as adopted pursuant to  906 of the Sarbanes-Oxley Act of 2002, that:

   (1)   The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

   (2)   The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.




/s/ Donald M. Muir

Donald M. Muir
Senior Vice President, Finance and Administration,
Treasurer and Chief Financial Officer

November 13, 2002


The foregoing certification is being furnished solely pursuant to section 906 of
the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter
63 of title 18, United States Code) and is not being filed as part of a separate
disclosure document.

                                       30