<PAGE>
                                
                                
                            FORM 10-Q
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON D.C. 20549


(Mark One)
 (X)      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
      For the quarterly period ended  September 30, 1995

                               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
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                
                                
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 401-789-5735


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  [   ]

THE  NUMBER  OF  SHARES  OUTSTANDING OF THE  REGISTRANT'S  COMMON
STOCK, $.01 PAR VALUE, ON NOVEMBER 7, 1995 WAS 93,177,965 SHARES.

                              1
<PAGE>
                                             FORM 10-Q
                                             SEPTEMBER 30, 1995


              AMERICAN POWER CONVERSION CORPORATION
                                
                              INDEX


                                                  PAGE NO.
                                                      
 PART I - FINANCIAL INFORMATION:                      
 
 ITEM 1. CONSOLIDATED CONDENSED FINANCIAL             
 STATEMENTS:
 
                                                      
              CONSOLIDATED CONDENSED BALANCE          
              SHEETS -SEPTEMBER 30, 1995              
              (UNAUDITED) AND DECEMBER 31,            
              1994                                   3,4
                                                      
              CONSOLIDATED CONDENSED                  
              STATEMENTS OF INCOME - NINE             
              MONTHS AND THREE MONTHS ENDED           
              SEPTEMBER 30, 1995 AND 1994             
              (UNAUDITED)                             5
                                                      
              CONSOLIDATED CONDENSED                  
              STATEMENTS OF CASH FLOWS -              
              NINE MONTHS AND THREE MONTHS            
              ENDED SEPTEMBER 30,1995 AND             
              1994 (UNAUDITED)                        6
                                                      
              NOTES TO CONSOLIDATED                   
              CONDENSED FINANCIAL STATEMENTS          
              (UNAUDITED)                             7
                                                      
 ITEM 2. MANAGEMENT'S DISCUSSION AND                  
 ANALYSIS OF FINANCIAL CONDITION AND                  
 RESULTS OF OPERATIONS                             8 - 11 
                                                     
 PART II - OTHER INFORMATION:                         
 
 ITEM 1.  LEGAL PROCEEDINGS                          12
 ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K           12
                                                      
 SIGNATURES                                          13

                           2
<PAGE>                                                      
                                                  FORM 10-Q
                                                  SEPTEMBER 30, 1995

PART I - CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

ITEM 1 - FINANCIAL STATEMENTS

     AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
              CONSOLIDATED CONDENSED BALANCE SHEETS
                                
                             ASSETS
<TABLE>
<CAPTION>
                                    SEPTEMBER 30,    DECEMBER 31,
                                        1995            1994
                                     (UNAUDITED)          
 <S>                                 <C>           <C>
                                                               
 CURRENT ASSETS:                                               
 CASH AND CASH EQUIVALENTS           $ 10,704,866   $29,072,717
 SHORT-TERM INVESTMENTS                         -    12,407,729
 ACCOUNTS RECEIVABLE, LESS                                     
      ALLOWANCE FOR DOUBTFUL                                   
      ACCOUNTS OF $5,978,000                                   
      IN 1995 AND $2,978,000 
      IN 1994                          77,562,555    60,538,872
                                      -----------   ----------- 
 INVENTORIES:                                                  
      RAW MATERIALS                    72,482,500    40,786,937
      WORK-IN-PROCESS AND                                      
            FINISHED GOODS             81,261,316    51,628,608
                                      -----------   -----------
 TOTAL INVENTORIES                    153,743,816    92,415,545
                                      -----------   ----------- 
 PREPAID EXPENSES AND OTHER                                    
      CURRENT ASSETS                   12,570,642     8,919,733
 RECOVERABLE INCOME TAXES                       -     1,801,217
 DEFERRED INCOME TAXES                 11,889,000     5,710,000
                                      -----------    ----------                
 TOTAL CURRENT ASSETS                 266,470,879   210,865,813
                                      -----------   -----------
                                                               
 PROPERTY, PLANT AND EQUIPMENT:
   LAND, BUILDINGS AND IMPROVEMENTS    15,376,418    11,320,618
   MACHINERY AND EQUIPMENT             50,723,826    40,522,512
   PURCHASED SOFTWARE                   3,863,431     3,302,513
   OFFICE EQUIPMENT AND FURNITURE      16,325,018    11,417,622
                                      -----------   ----------- 
                                       86,288,693    66,563,265
                                                               
 LESS ACCUMULATED DEPRECIATION                                 
      AND AMORTIZATION                 19,127,042    13,108,988
                                      -----------   -----------
 NET PROPERTY, PLANT AND EQUIPMENT     67,161,651    53,454,277
                                      -----------   ----------- 
                                                               
 OTHER ASSETS                             903,448       842,948
                                      -----------   -----------                

 TOTAL ASSETS                        $334,535,978  $265,163,038
                                      ===========   ===========
</TABLE>
  
                                                               
   SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL
                           STATEMENTS

                                  3
<PAGE>
                                                  FORM 10-Q
                                                  SEPTEMBER 30, 1995


     AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
        CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
                                
              LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                    SEPTEMBER 30     DECEMBER 31
                                       1995             1994
                                    (UNAUDITED)         
                                                                
 <S>                                 <C>            <C>
 CURRENT LIABILITIES:                                           
 LINE OF CREDIT                      $  8,370,000   $          -
 ACCOUNTS PAYABLE                      26,970,027     33,557,687
 ACCRUED EXPENSES                       5,403,184      2,933,164
 ACCRUED COMPENSATION                   5,883,562      6,214,705
 ACCRUED SALES AND MARKETING PROGRAMS   5,033,595      3,939,939
 ACCRUED PENSION CONTRIBUTIONS          3,686,447      3,608,034
 INCOME TAXES PAYABLE                   3,215,849              -
                                       ----------     ----------               
 TOTAL CURRENT LIABILITIES             58,562,664     50,253,529
                                                                
 DEFERRED INCOME TAX LIABILITY          4,250,000      2,982,000
                                       ----------     ----------             
 TOTAL LIABILITIES                     62,812,664     53,235,529
                                       ----------     ----------               
 SHAREHOLDERS' EQUITY:                                          
 COMMON STOCK, $.01 PAR VALUE;                                  
  AUTHORIZED 200,000,000 SHARES; 
  ISSUED AND OUTSTANDING 93,152,490                                
  SHARES IN 1995 AND 92,451,801 IN           
  1994                                    931,525        924,518
 ADDITIONAL PAID-IN CAPITAL            35,838,170     29,326,171
 UNREALIZED HOLDING LOSSES                      -      (497,000)
 RETAINED EARNINGS                    234,953,619    182,173,820
                                      -----------    -----------
                                                                
 TOTAL SHAREHOLDERS' EQUITY           271,723,314    211,927,509
                                      -----------    -----------
                                                                
 TOTAL LIABILITIES                                              
      AND SHAREHOLDERS' EQUITY       $334,535,978   $265,163,038
                                      ===========    ===========
</TABLE>
                                                                

   SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL
                           STATEMENTS

                               4
<PAGE>
                                                  FORM 10-Q
                                                  SEPTEMBER 30, 1995


     AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
           CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                           (UNAUDITED)
<TABLE>
<CAPTION>

                          NINE MONTHS ENDED       THREE MONTHS ENDED
                        SEPT 30,    SEPT 30,    SEPT 30,     SEPT 30,
                          1995        1994        1995         1994
                                                                      
<S>                  <C>          <C>         <C>          <C>
 Net Sales           $373,747,703 264,783,870 141,993,350  103,804,346
                                                                      
 Cost of goods sold   204,446,667 128,827,552  82,749,541   50,704,176
                      ----------- -----------  ----------   ----------       
 Gross Profit         169,301,036 135,956,318  59,243,809   53,100,170
                      ----------- -----------  ----------   ----------      
 Operating expenses:
 Research and            
   Development          9,351,018   7,039,661   3,219,557    2,474,037
 Selling, General                                                     
   and Administrative  81,323,937  54,856,034  30,212,148   21,068,673
                       ----------  ----------  ----------   ----------       
 Total Operating        
   Expenses            90,674,955  61,895,695  33,431,705   23,542,710
                       ----------  ----------  ----------   ----------        
 Operating Income      78,626,081  74,060,623  25,812,104   29,557,460
                                                                      
 Other income                                                         
   (deductions):
   Interest income        995,169   1,535,446     108,305      505,657
   Interest expense      (227,231)          -    (203,606)           -
   Other income(expenses) (26,220)          -      41,637        9,142
                       ----------  ----------  ----------   ----------        
 Earnings before income
   taxes               79,367,799  75,596,069  25,758,440   30,072,259
                                                                      
 Income Taxes          26,588,000  27,247,000   8,929,000   10,882,000
                       ----------  ----------  ----------   ----------      
 Net Income          $ 52,779,799  48,349,069  17,129,440   19,190,259
                       ==========  ==========  ==========   ==========
                                                                      
 Earnings per Share         $0.56        0.52        0.18         0.21
                                                                      
 Weighted average                                                     
 shares outstanding    93,492,265  92,900,087  93,765,475   93,119,668
</TABLE>
                                                                      

   SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL
                           STATEMENTS

                                5
<PAGE>
                                                  FORM 10-Q
                                                  SEPTEMBER 30, 1995

     American Power Conversion Corporation and Subsidiaries
         Consolidated Condensed Statements of Cash Flows
                           (Unaudited)
<TABLE>
<CAPTION>
            
                               Nine months Ended     Three months Ended
                              SEPT 30,   SEPT 30,    SEPT 30,   SEPT 30,
                               1995       1994         1995       1994
 <S>                       <C>         <C>         <C>          <C>
 Cash flows from operating                                            
   activities:
 Net income                $52,779,799  48,349,069  17,129,440  19,190,259
 Adjustments to reconcile                                             
  net income to net
  cash provided by (used                                              
  in) operating activities:
 Depreciation and              
   amortization              6,018,054   3,766,929   1,455,974   1,598,652
 Provision for losses on       
   accounts receivable       3,000,000   1,325,101   1,698,000     536,101
 Provision for deferred        
   taxes                    (4,911,000) (3,094,000) (1,208,000) (1,318,000)
 Increase in accounts    
   receivable              (20,023,683)(21,276,193) (4,085,851) (9,672,807)
 (Increase) decrease in
   inventories             (61,328,271)(43,074,059)  6,669,766  (2,261,881)
 (Increase) decrease in                                               
   prepaid expenses and 
   other current assets     (1,849,692) (3,519,035)  1,970,328  (1,963,869)
 (Increase) decrease in
   other assets                (60,500)   (919,777)      3,601    (868,558)
 Increase (decrease) in
   accounts payable         (6,587,660) 19,231,388 (14,218,109) (6,780,117)
 Increase in accrued
   expenses                  3,310,946   6,743,312   3,293,703   3,093,297
 Increase in income taxes
   payable                   3,215,849   1,969,966     796,718   3,486,212
                            ----------  ----------  ----------  ----------   
 Net cash provided by (used          
  in) operating activities (26,436,158)  9,502,701  10,505,570   5,039,289
                           ------------  ---------  ----------   ---------   
 Cash flows from investing                                            
   activities:
 Capital expenditures, net
   of capital grants       (19,855,738)(28,042,564) (3,934,287) (8,115,529)
 Proceeds from sale of
   equipment                   130,310           -           -           -
 Sales/maturities of short-
   term investments         13,707,529   8,658,919           -   2,767,845
 Purchases of short-term
   investments                (802,800)(11,873,576)          -  (4,011,373)
                            ----------  ----------   ---------   ---------   
 Net cash used in 
   investing activities     (6,820,699)(31,257,221) (3,934,287) (9,359,057)
                            ----------  ----------   ---------   ---------    
 Cash flows from financing                                            
   activities:
 Line of credit borrowings,
   net of repayments         8,370,000           -    (130,000)          -
 Issuances of common stock   6,519,006   5,156,047   1,066,111     289,558    
                            ----------   ---------   ---------    --------   
 Net cash provided by
   financing activities     14,889,006   5,156,047     936,111     289,558  
                            ----------  ----------    --------    --------    
 Net increase (decrease)                                              
   in cash and cash  
   equivalents             (18,367,851)(16,598,473)  7,507,394  (4,030,210)
                                                                      
 Cash and cash equivalents
   at beginning of period   29,072,717  38,101,472   3,197,472  25,533,209
                            ----------  ----------  ----------  ----------    
 Cash and cash equivalents 
   at end of period        $10,704,866  21,502,999  10,704,866  21,502,999
                            ==========  ==========  ==========  ==========
</TABLE>
The  Company  paid approximately $29,698,000 and $28,371,000  for
income taxes for the nine month periods ended September 30,  1995
and  1994, respectively.  During the first nine months  of  1995,
changes  in  unrealized holding losses on short-term  investments
resulted  in increases to shareholders' equity and to  short-term
investments of $497,000.

   SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL
                           STATEMENTS

                               6
<PAGE>
                                             FORM 10-Q
                                             SEPTEMBER 30, 1995



      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           (UNAUDITED)



(1)   MANAGEMENT REPRESENTATION:   In the opinion of  management,
the  accompanying unaudited interim financial statements  contain
all  adjustments  (consisting of only normal recurring  accruals)
necessary  to  present  fairly the  financial  position  and  the
results  of  operations for the interim periods. The  results  of
operations  for the interim period are not necessarily indicative
of results to be expected for the full year.

(2)         PRINCIPLES   OF  CONSOLIDATION:    The   consolidated
financial statements include the financial statements of American
Power  Conversion Corporation and its wholly-owned  subsidiaries.
All  significant intercompany accounts and transactions have been
eliminated in consolidation.

(3)   PER SHARE DATA:  Earnings per common share are based on the
weighted  average number of shares of common stock  and  dilutive
common stock options and warrants outstanding during each period.
Under  the  treasury stock method, the unexercised  options  were
assumed  to  be exercised at the beginning of the  period  or  at
issuance,  if  later.  The assumed proceeds  were  then  used  to
purchase  common  stock at the average market  price  during  the
period.  Common stock equivalents whose inclusion would have  the
effect  of  increasing earnings per share (i.e antidilutive)  are
excluded  from  the  computation.   Primary  and  fully   diluted
earnings per share are equivalent for all periods presented.

(4)   SHORT-TERM  INVESTMENTS:   Short-term  investments  consist
primarily of U.S. and State government and government agency debt
securities  with  fixed  rates  of  interest  and  have  original
maturities  greater  than three months.  The cost  of  short-term
investments  sold is determined using the specific identification
method.  Short-term investments are designated as  available  for
sale.

(5)   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, as well as
the Company's contributions to the Employee Stock Ownership Plan.


                              7
<PAGE>
                                             FORM 10-Q
                                             SEPTEMBER 30, 1995


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


RESULTS OF OPERATIONS:

      NET  SALES:  Net sales for the third quarter and the  first
nine months of 1995 increased 37% and 41%, respectively, compared
to  the  same  periods in 1994.  The increase is attributable  to
continued  strong  end-user  demand for  the  Company's  products
across  fast-growing core markets, including computer networking,
internetworking  equipment, client/server markets  and  point-of-
sale  devices,  as  well  as  what the  Company  believes  is  an
increasing  awareness by computer users of  the  consequences  of
data  loss  and  hardware damage which can  be  caused  by  power
problems.   The  revenue  growth is also attributable  to  strong
international sales which increased 59% over the third quarter of
1994, while third quarter domestic sales grew 28% over 1994.

     GROSS PROFIT:  Gross profit as a percentage of net sales for
the  three-month  period ended September 30,  1995  decreased  to
41.7% from 51.1% for the same period last year.  Gross profit was
45.3%  and 51.3% of net sales for the nine month periods in  1995
and  1994,  respectively.   Gross profit  decline  was  
caused  by  on-going start-up costs and production inefficiencies
relating  to  the  establishment of manufacturing  operations  in
Galway,  Ireland, as well as additional freight  and  duty  costs
associated with the transportation of component materials to  the
Galway facility.  Gross margins for the third quarter of 1995 were
also  adversely  affected by product transition occurring  within
its Smart-UPS family of products as the Company has introduced  a
new   third  generation  Smart-UPS  product  line  replacing  the
existing second generation, which has been in place for the  past
five   years,  and  a  product  mix  shift  resulting   from   an
accelerating  growth rate on low-end, lower margin UPS  products.
The  Company  also  increased  its inventory  reserve  provisions
during  the third quarter in light of its inventories running  at
higher   than   historical  levels  and  the   on-going   product
transition.

      OPERATING  EXPENSES:  Operating expenses  include  Selling,
General and Administrative and Research and Development expenses.
SG&A expenses increased to 21.3% from 20.3% of net sales for  the
three month period ended September 30, 1995 compared to the  same
period  one year ago.  SG&A expenses were 21.8% and 20.7% of  net
sales  for  the first nine months of 1995 and 1994, respectively.
The  increases in SG&A expenses for the third quarter  and  first
nine  months  from  1994  to 1995 are attributable  to  increased
investment   in  short-term  and  long-term  market   development
activities,   including  the  hiring  of  additional   personnel
and   the implementation  of sales and marketing programs relating  
to  its newly-introduced UPS products.

Research  and  Development  expenses  decreased  slightly  as   a
percentage  of  sales for the third quarter (2.3% vs.  2.4%)  and
decreased  slightly as a percentage of sales for the  first  nine
months  (2.5% vs. 2.6%) of 1995.  Although the aggregate  dollar amount
of  R&D  expenses has increased from 1994 to 1995 for the periods
presented  as  a result of new product development and  continued
improvements  to existing products, the decrease as a  percentage
of  sales  for the nine month period is attributable  to  certain
fixed R&D expenses spread over a higher revenue base in 1995.


                             8
<PAGE>
                                             FORM 10-Q
                                             SEPTEMBER 30, 1995


RESULTS OF OPERATIONS (CONTINUED):

      OTHER  INCOME, EXPENSES:  Interest income decreased by  79%
and  35% for the three months and nine months ended September 30,
1995, respectively, compared to the same periods a year ago.  The
decrease  is  attributable to the decrease in cash available  for
investment during the periods.  Interest expense incurred  during
the   third  quarter  of  1995  was  the  result  of  outstanding
borrowings against the available lines of credit.

      PROVISION FOR INCOME TAXES:  For the 1995 and 1994  periods
presented,  the  Company's effective tax rate  was  approximately
33.5%  and  36%, respectively. The decrease in 1995 is  primarily
attributable  to  the  tax  savings derived  from  the  Company's
operations  in Ireland, a jurisdiction currently having  a  lower
income tax rate for manufacturing companies than the present U.S.
statutory income tax rate.

LIQUIDITY AND CAPITAL RESOURCES

Working  capital at September 30, 1995 was $207,908,215  compared
to  $160,612,284 at December 31, 1994.  The Company has been able
to  increase  its  working  capital position  as  the  result  of
continued  strong  operating results and  despite  financing  the
capital   investment   of  the  expansion  of   its   operations,
particularly  in  Ireland  (see  below),  and  the  build-up   of
inventories.  Inventory levels have been increased  in  order  to
support the growth in the Company's sales volume, as well  as  to
maintain  the  necessary carrying levels of  raw  materials,  in-
process  assemblies and finished stock as a result of  major  new
products  introduced during the past four quarters.  The  Company
anticipates its cash requirements for the foreseeable future will
be  satisfied by cash flow from operations, existing cash, short-
term  borrowings and, if needed, the proceeds from  the  sale  of
additional equity.

At  September 30, 1995, the Company had unsecured line of  credit
agreements  with  two banks aggregating $40 million  at  floating
rates  of  interest equal to the banks' prime rate.  The  Company
had  $8,370,000 outstanding under these facilities  at  September
30,  1995.   On  October  11,  1995, the  Company  increased  its
aggregate line of credit availability to $65 million.

Capital investment for the third quarter and first nine months of
1995 consisted primarily of manufacturing and office equipment to
support   increased   manufacturing,   selling,   marketing   and
administrative efforts needed to support the Company's growth.

The  Company has continued to expand its operations in the United
States,  particularly  in Rhode Island and Florida.  Construction
and  new capital equipment requirements for the expanding  United
States  operations are expected to be approximately $5.0  million
for  the  remainder of 1995 and will be financed  from  operating
cash  and,  if  needed, short-term borrowings.  The Company  also
continues  to  investigate additional domestic and  international
sites.


                              9
<PAGE>
                                             FORM 10-Q
                                             SEPTEMBER 30, 1995

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

During  the first nine months of 1995, gross capital expenditures
for  the Galway operation were primarily for production equipment
and amounted to approximately $4.0 million.  Capital expenditures
for  Galway  for  the  remainder of  1995  are  projected  to  be
approximately  $1.5 million based upon anticipated  manufacturing
capacity requirements and future operational needs.  The  Company
receives  grant  monies equal to 40% of the  costs  incurred  for
machinery,  equipment  and building improvements  for  the  Irish
facility  under  an  agreement with  the  Industrial  Development
Authority  of  Ireland  ("IDA").  The maximum  amount  attainable
under  the  agreement is approximately $13.1  million,  of  which
approximately  $5.7  million of capital grant  claims  have  been
submitted  to  date.   The total amount of capital  grant  claims
submitted  during the first nine months of 1995 was approximately
$2.8  million.  In addition to the grant monies provided  by  the
Irish  government,  the remaining capital  expenditures  will  be
financed  with  cash generated from operations  and,  if  needed,
third party borrowings or the sale of additional equity.

Under  a  separate  agreement with  the  IDA,  the  Company  also
receives  up  to  $3,000 per new employee hired  for  the  direct
reimbursement  of training costs.  The total amount  of  training
grant  claims submitted during the first nine months of 1995  was
approximately $522,000.

On  November  2, 1995, the Company announced that it  will  begin
further  negotiations  with the IDA for financial  incentives  in
connection  with the possible future expansion of  the  Company's
manufacturing operations to additional sites within Ireland.

Management  believes  that current internal cash  flows  together
with on-hand cash, available credit facilities or, if needed, the
proceeds  from  the  sale  of  additional  equity  would  provide
sufficient  financing  support for anticipated  capital  spending
needs and other working capital requirements.

Foreign Currency Activity
During  the  fourth quarter of 1994, the Company began  invoicing
its  customers  in  Great Britain, France and  Germany  in  their
respective local currencies.  Realized and unrealized transaction
gains or losses are included in the results of operations and are
measured  based upon the effect of changes in exchange  rates  on
the  actual or expected amount of functional currency cash flows.
Transaction gains and losses were not material to the results  of
operations in the first nine months and third quarter of 1995.

The  Company  is  continually reviewing the manner  in  which  it
manages  its foreign exchange exposure and will consider  various
techniques including the netting of foreign currency receipts and
disbursements,  rate protection agreements with customers/vendors
and foreign exchange contracts.





                               10
<PAGE>

                                             FORM 10-Q
                                             SEPTEMBER 30, 1995

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

Shareholder Lawsuits
During  the  first  two weeks of August 1995,  several  purported
class  action  lawsuits were filed in the United States  District
Court  for the District of Rhode Island in which the Company  was
named  as  a defendant, along with certain of its officers.   The
lawsuits relate to disclosures made by the Company in its  public
filings  and  press  releases and assert  violations  of  federal
securities  laws.   The  plaintiffs  seek  unspecified   damages,
interest,  costs and fees.  It is possible that other claims  may
be   made  against  the  Company  or  that  there  may  be  other
consequences.  The Company intends to  vigorously  defend
these  lawsuits  and  any similar lawsuits  that  may  be  filed;
however,  the  ultimate outcome of these matters  cannot  yet  be
determined.

No  provision  for  any liability that may result from the actions 
has been recognized in the accompanying consolidated condensed 
financial statements.






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<PAGE>
                                             FORM 10-Q
                                             SEPTEMBER 30, 1995


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

As initially reported in Report on Form 10-Q for the quarterly 
period ended June 30, 1995, several purported class action
lawsuits were filed in the United States District Court for the
District of Rhode Island in which the Company was named as a 
defendent, along with certain of its officers.  The lawsuits
relate to disclosures made by the Company in its public filings
and press releases and assert violations of federal securities
laws.  The plaintiffs seek unspecified damages, interest, costs
and fees.  It is possible that other claims may be made against
the Company or that there may be other consequences.  The 
Company intends to vigorously defend these lawsuits and any similar
lawsuits that may be filed; however, the ultimate outcome of these
matters cannot yet be determined.

No provision for any liability that may result from the actions
has been recognized in the accompanying consolidated condensed
financial statements.


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8 - K

(A)  EXHIBITS:

EXHIBIT NO. 10.1 - LETTER AGREEMENT DATED OCTOBER 11, 1995 TO
AMEND LOAN AGREEMENT DATED DECEMBER 30, 1991 BY AND BETWEEN FLEET
NATIONAL BANK AND THE COMPANY (PAGE 14)
EXHIBIT NO. 11 - COMPUTATION OF EARNINGS PER SHARE (PAGE 17)
EXHIBIT NO. 27 - FINANCIAL DATA SCHEDULE


(B)  REPORTS ON FORM 8-K

On August 25, 1995, the Company filed a Report on Form 8-K to
disclose the issuance of a press release made on August 4, 1995
concerning several purported class action suits filed against the
Company.  No financial statements were filed as part of this Form
8-K.




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<PAGE>
                                             FORM 10-Q
                                             SEPTEMBER 30, 1995


                           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


                          /s/ Donald M. Muir
                      --------------------------
                                               Date: November 10, 1995
                            DONALD M. MUIR
          (DULY AUTHORIZED OFFICER AND CHIEF FINANCIAL OFFICER)






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