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 April 2, 2000

                                       or

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


                         Commission File Number: 1-12432


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


                   MASSACHUSETTS                     04-2722013
         (State or other jurisdiction of         (I.R.S. employer
          incorporation or organization)         identification no.)


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


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

                             YES  [ X ]    NO  [   ]



    Registrant's Common Stock outstanding, $.01 par value, at May 11, 2000 -
                               193,840,000 shares

                                        1
<PAGE>
                                                                       FORM 10-Q
                                                                   April 2, 2000


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

                                      INDEX

                                                                   Page No.

Part I - Financial Information:

   Item 1. Consolidated Condensed Financial Statements:
           Consolidated Condensed Balance Sheets -
           April 2, 2000 (Unaudited) and December 31, 1999          3 - 4

           Consolidated Condensed Statements of Income -
           Three Months Ended
           April 2, 2000 and March 28, 1999 (Unaudited)               5

           Consolidated Condensed Statements of Cash Flows -
           Three Months Ended
           April 2, 2000 and March 28, 1999 (Unaudited)               6

           Notes to Consolidated Condensed Financial Statements
           (Unaudited)                                              7 - 8


   Item 2. Management's Discussion and Analysis of Financial
           Condition and Results of Operations                      9 - 12


   Item 3. Quantitative and Qualitative Disclosures About
           Market Risk                                                12

Part II - Other Information:

   Item 1. Legal Proceedings                                          12

   Item 6. Exhibits and Reports on Form 8-K                           13

Signatures                                                            14

                                        2
<PAGE>
                                                                       FORM 10-Q
                                                                   April 2, 2000
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>

                                                           April 2,        December 31,
                                                              2000                1999
                                                         (Unaudited)
<S>                                                       <C>                 <C>

Current assets:
Cash and cash equivalents                                 $423,307            $456,325
Short term investments                                      75,000                   -
Accounts receivable,
 less allowance for doubtful accounts of
 $19,087 in 2000 and $19,543 in 1999                       207,897             216,810
Inventories:
 Raw materials                                              68,541              60,708
 Work-in-process and finished goods                        124,562             115,769
Total inventories                                          193,103             176,477

Prepaid expenses and other current assets                   20,312              18,283

Deferred income taxes                                       28,815              31,962

Total current assets                                       948,434             899,857

Property, plant, and equipment:
 Land, buildings and improvements                           58,673              58,220
 Machinery and equipment                                   135,015             130,031
 Office equipment, furniture, and fixtures                  58,184              55,284
 Purchased software                                         18,404              17,114

                                                           270,276             260,649

Less accumulated depreciation and amortization             109,610             103,422

Net property, plant, and equipment                         160,666             157,227

Goodwill and other intangibles                              47,348              48,239

Other assets                                                 2,201               1,615


Total assets                                            $1,158,649          $1,106,938
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        <3>
<PAGE>
                                                                       FORM 10-Q
                                                                   April 2, 2000

<TABLE>

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
                                 (In thousands)

                      LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>

                                                           April 2,        December 31,
                                                              2000                1999
                                                         (Unaudited)
<S>                                                        <C>                 <C>
Current liabilities:
Accounts payable                                           $91,476             $78,641
Accrued expenses                                            38,528              41,966
Accrued compensation                                        20,223              25,743
Accrued sales and marketing programs                        17,242              16,853
Income taxes payable                                        23,554              30,616

Total current liabilities                                  191,023             193,819

Deferred tax liability                                      11,917              11,029

Total liabilities                                          202,940             204,848

Shareholders' equity:
Common stock, $.01 par value;
 authorized 450,000 shares; issued 193,960
 shares in 2000 and 193,339 shares in 1999                   1,940               1,933
Additional paid-in capital                                  90,285              82,989
Retained earnings                                          867,631             820,525
Treasury stock, 250 shares, at cost                        (1,551)             (1,551)
Accumulated other comprehensive income (loss)              (2,596)             (1,806)

Total shareholders' equity                                 955,709             902,090

Total liabilities and shareholders' equity              $1,158,649          $1,106,938
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        4
<PAGE>
                                                                       FORM 10-Q
                                                                   April 2, 2000

<TABLE>

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                    (In thousands, except earnings per share)
<CAPTION>

                                                               Three months ended
                                                          April 2,            March 28,
                                                             2000                 1999
                                                                   (Unaudited)

<S>                                                      <C>                  <C>
Net sales                                                $309,413             $277,185
Cost of goods sold                                        163,444              155,030

Gross profit                                              145,969              122,155

Operating expenses:
Marketing, selling, general and administrative             76,487              66,324
Research and development                                    9,305               8,952

Total operating expenses                                   85,792              75,276

Operating income                                           60,177              46,879

Other income, net                                           6,170               2,471

Earnings before income taxes                               66,347              49,350

Income taxes                                               19,241              14,559

Net income                                                $47,106             $34,791

Basic earnings per share                                  $   .24              $  .18

Basic weighted average shares outstanding                 193,450             191,760

Diluted earnings per share                                $   .24              $  .18

Diluted weighted average shares outstanding               199,530             195,576
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        5
<PAGE>
                                                                       FORM 10-Q
                                                                   April 2, 2000

<TABLE>

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<CAPTION>

                                                               Three months ended
                                                          April 2,           March 28,
                                                             2000                1999
                                                                   (Unaudited)
<S>                                                       <C>                 <C>
Cash flows from operating activities
Net income                                                $47,106             $34,791
Adjustments to reconcile net income to net
 cash provided by operating activities:
Depreciation                                                7,134               4,944
Deferred income taxes                                       4,035                 925
Other non-cash items, net                                     846               3,175
Changes in operating assets and liabilities:
 Accounts receivable                                        8,913             (19,381)
 Inventories                                              (16,626)            (14,840)
 Prepaid expenses and other current assets                 (2,029)               (535)
 Other assets                                                (586)                329
 Accounts payable                                          12,835                 259
 Accrued expenses                                          (8,569)             10,377
 Income taxes payable                                      (7,062)              1,091
Net cash provided by operating activities                  45,997              21,135

Cash flows from investing activities
Purchases of held-to-maturity debt securities             (75,000)                  -
Capital expenditures, net of capital grants               (11,318)             (4,324)
Acquisition of minority interest                                -              (8,165)
Net cash used in investing activities                     (86,318)            (12,489)

Cash flows from financing activities
Proceeds from issuances of common stock                     7,303               1,167
Repayment of short term debt                                    -              (3,735)
Net cash provided by (used in) financing activities         7,303              (2,568)

Net change in cash and cash equivalents                   (33,018)              6,078
Cash and cash equivalents at beginning of period          456,325             219,908
Cash and cash equivalents at end of period               $423,307            $225,986

Supplemental cash flow disclosures
Cash paid during the period for:
Income taxes (net of refunds)                             $21,855             $11,323
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        6
<PAGE>
                                                                       FORM 10-Q
                                                                   April 2, 2000



             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
Company's Annual Report on Form 10-K for the year ended December 31,  1999.   In
the  opinion  of  management, the accompanying unaudited consolidated  condensed
financial  statements  contain  all  adjustments  (consisting  of  only   normal
recurring  accruals)  necessary  to present fairly  the  consolidated  financial
position  and  the  consolidated results of operations and cash  flows  for  the
interim  periods.   The results of operations for the interim  periods  are  not
necessarily indicative of results to be expected for the full year.

2.   Principles of Consolidation

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

3.   Earnings Per Share

Basic  earnings  per share is computed by dividing net income  by  the  weighted
average number of common shares outstanding during the period.  Diluted earnings
per  share is computed by dividing net income by the weighted average number  of
common  shares  and  dilutive  potential common shares  outstanding  during  the
period.  Under the treasury stock method, the unexercised options are assumed to
be  exercised  at  the beginning of the period or at issuance,  if  later.   The
assumed  proceeds are then used to purchase common shares at the average  market
price during the period.  Potential common shares for which inclusion would have
the  effect  of  increasing diluted earnings per share (i.e., antidilutive)  are
excluded from the computation.

<TABLE>
<CAPTION>
In thousands                                            Three months ended
                                                     April 2,       March 28,
                                                        2000            1999
<S>                                                  <C>             <C>
Basic weighted average shares outstanding            193,450         191,760
Net effect of dilutive potential common shares
 outstanding based on the treasury stock
 method using the average market price                 6,080           3,816
Diluted weighted average shares outstanding          199,530         195,576

Antidilutive potential common shares excluded
 from the computation above                                -             326
</TABLE>

4.   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.

                                        7
<PAGE>
5.   Comprehensive Income

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

<TABLE>
<CAPTION>
                                                          Three months ended
                                                       April 2,       March 28,
                                                          2000            1999
<S>                                                    <C>             <C>
Net income                                             $47,106         $34,791
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustment         (790)             74
Other comprehensive income (loss)                         (790)             74

Comprehensive income                                   $46,316         $34,865
</TABLE>

6.   Short Term Investments

At  April  2,  2000,  short term investments consisted of U.S.  Government  debt
securities with maturities greater than three months and less than or  equal  to
one  year.   Such securities were classified as held-to-maturity and carried  at
amortized  cost.  Management determines the appropriate classification  of  debt
securities at the time of purchase and re-evaluates such designation as of  each
balance sheet date.  Debt securities are classified as held-to-maturity when the
Company has the positive intent and ability to hold such securities to maturity.

7.   Operating Segment Information

Basis for presentation
The  Company's  operating  businesses  design,  manufacture,  and  market  power
protection  equipment  and  related software and accessories  for  computer  and
computer-related  equipment.  The Company manages its businesses  based  on  the
nature   of   products  provided.   These  businesses  share  similar   economic
characteristics and have been aggregated into one reportable operating  segment.
The  Company  evaluates  the  performance of  its  businesses  based  on  direct
contribution   margin.   Direct  contribution  margin  includes   research   and
development   ("R&D"),   marketing,   and   administrative   expenses   directly
attributable  to  the segment and excludes certain expenses  which  are  managed
outside the reportable segment.  Costs excluded from segment profit are indirect
operating expenses, primarily consisting of selling and corporate expenses,  and
income  taxes.  Expenditures for additions to long-lived assets are not reported
to management by the operating businesses.

Summary operating segment information is as follows:

<TABLE>
<CAPTION>
In thousands                                         Three months ended
                                                April 2,             March 28,
                                                   2000                  1999
<S>                                            <C>                   <C>
Net sales                                      $309,413              $277,185

Segment direct contribution margin             $134,060              $109,657
Indirect operating expenses                      73,883                62,778
Other income, net                                 6,170                 2,471
Earnings before incomes taxes                   $66,347               $49,350
</TABLE>

                                        8
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
     CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS:

Revenues
Net  sales  were  $309.4 million for the first quarter of 2000, an  increase  of
11.6% compared to $277.2 million for the same period in 1999.  First quarter net
sales growth over last year was led by the Asia Pacific region which was up 43%,
and  represented 17% of total first quarter 2000 net sales.  The Americas (North
and  Latin  America)  grew 10%, and represented 57% of first  quarter  2000  net
sales, while EMEA (Europe, Middle East and Africa) grew 1%, and represented  27%
of first quarter 2000 net sales.  First quarter 2000 North American and European
net  sales growth was constrained by lower distributor sales which were impacted
by  an early first quarter 2000 IT industry slowdown; however, order rates  from
distributors were up toward the end of the quarter.

Cost of Goods Sold
Cost of goods sold was $163.4 million or 52.8% of net sales in the first quarter
of 2000 compared to $155.0 million or 55.9% in the first quarter of 1999.  First
quarter  2000  gross margin was 47.2% of sales, approximately 310  basis  points
higher than the comparable period in 1999.  The improvement was driven primarily
by manufacturing cost reductions, particularly material cost reductions, and the
ongoing  transition of production from the U.S. and Ireland to the  Philippines.
Total  inventory reserves at April 2, 2000 were $17.4 million compared to  $17.1
million  at  December  31,  1999.  The Company's  reserve  estimate  methodology
involves  quantifying  the  total  inventory  position  having  potential   loss
exposure,  reduced by an amount reasonably forecasted to be sold, and  adjusting
its interim reserve provisioning to cover the net loss exposure.

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

SG&A expenses were $76.5 million or 24.7% of net sales for the first quarter  of
2000  compared to $66.3 million or 23.9% of net sales for the first  quarter  of
1999.   The increase in total spending over last year was due primarily to costs
associated   with  increased  staffing  and  operating  expenses   of   selling,
administrative,  and marketing functions, as well as increased  advertising  and
promotional  costs.  The allowance for doubtful accounts at April  2,  2000  was
8.4% of accounts receivable, compared to 8.3% at December 31, 1999.  The Company
continues  to  experience  strong collection performance.   Accounts  receivable
balances  outstanding  over 60 days represented 13.2% of  total  receivables  at
April  2,  2000,  up from 9.0% at December 31, 1999.  This increase  reflects  a
growing  portion  of  the Company's business originating in areas  where  longer
payment terms are customary, including a growing contribution from international
markets  as  well  as  large system enterprise sales primarily  associated  with
Silcon   products.   Write-offs  of  uncollectible  accounts  have  historically
represented  less  than  1%  of total net sales.  A  majority  of  international
customer balances are covered by receivables insurance.

R&D expenses were $9.3 million or 3.0% of net sales and $9.0 million or 3.2%  of
net  sales  for the first quarters of 2000 and 1999, respectively.   The  slight
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,  while the slight decrease as a  percentage  of  sales  is
attributable to certain fixed R&D expenses spread over a higher revenue base.

Other Income, Net and Income Taxes
Other   income   is  comprised  principally  of  interest  income,   which   was
substantially  higher  during the first quarter of 2000 compared  to  the  first
quarter  of  1999 due to higher average cash balances available  for  investment
during the first quarter of 2000.

The  Company's effective income tax rates were approximately 29.0% and 29.5% for
the quarters ended April 2, 2000 and March 28, 1999, respectively.  The decrease
in the effective tax rate from last year is due to the expected tax savings from
an  increasing  portion of taxable earnings being generated from  the  Company's
operations  in jurisdictions currently having a lower income tax rate  than  the
present U.S. statutory income tax rate.

                                        9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Working  capital at April 2, 2000 was $757.4 million compared to $706.0  million
at December 31, 1999.  The Company has been able to increase its working capital
position  as  the  result  of  continued strong operating  results  and  despite
internally  financing the capital investment required to expand its  operations.
The  Company's  cash  and short term investments position  increased  to  $498.3
million at April 2, 2000 from $456.3 million at December 31, 1999.

Worldwide  inventories were $193.1 million at April 2, 2000 compared  to  $176.5
million  at  December  31,  1999.  The first quarter 2000  inventory  build  was
primarily related to anticipation of increased demand patterns during the second
half  of the year which result from typical seasonal factors.  Inventory  levels
as  a  percentage of quarterly sales were 62% in the first quarter of  2000,  up
from  45%  in  the fourth quarter of 1999.  This increase was due to  the  first
quarter 2000 inventory build combined with the typical seasonal decline  in  net
sales from the fourth quarter to the first quarter of each year.

At  April  2, 2000, the Company had $50 million available for future  borrowings
under an unsecured line of credit agreement at a floating interest rate equal to
the  bank's cost of funds rate plus .625% and an additional $15 million  and  $7
million  under unsecured line of credit agreements with a second and third  bank
at   similar  interest  rates.   No  borrowings  were  outstanding  under  these
facilities  at  April  2,  2000.   The  Company  had  no  significant  financial
commitments,  other  than those required in the normal course  of  business,  at
April 2, 2000.

Capital  investment  for  the  first quarter  of  2000  consisted  primarily  of
manufacturing  and office equipment, buildings and improvements,  and  purchased
software  applications.  The nature and level of capital spending  was  made  to
improve  manufacturing capabilities, principally in the U.S. and the  Far  East,
and  to  support  the  increased marketing, selling, and administrative  efforts
necessitated  by the Company's growth.  Net capital expenditures  were  financed
from available operating cash.  The Company had no material capital commitments,
other than those required in the normal course of business, at April 2, 2000.

The  Company has agreements with the Industrial Development Authority of Ireland
("IDA")  under  which the Company receives grant monies for costs  incurred  for
machinery,  equipment, and building improvements for its  Galway  and  Castlebar
facilities equal to 40% and 60%, respectively, of such costs up to a maximum  of
$13.1 million and $1.3 million, respectively.  Such grant monies are subject  to
the  Company  meeting  certain employment goals and  maintaining  operations  in
Ireland until termination of the respective agreements.

On May 17, 2000, the Company agreed to license worldwide patent rights relating
to uninterruptible power supply technology for a lump-sum cash payment of
$48 million, as more fully described under Part II, Item 1 - Legal Proceedings.
The purchase price is expected to be paid by June 30, 2000 and will be paid from
operating cash.  The Company anticipates that the license will be a long-term
asset on the Company's balance sheet at a value to be determined by an
independent economic analysis.  In the event that the puchase price exceeds
the value assigned to the license, the difference will be recognized in the
Company's income statement for the second quarter of 2000 as a special charge
to earnings.  The capitalized value of the license is expected to be amortized
over the estimated future economic life of the underlying technology.

Management  believes  that current internal cash flows together  with  available
cash,  available credit facilities or, if needed, the proceeds from the sale  of
additional  equity, will be sufficient to support anticipated  capital  spending
and other working capital requirements for the foreseeable future.

Acquisitions

Advance Power
Early  in the second quarter of 2000, the Company acquired Advance International
Group  subsidiary,  Advance Power, a U.K.-based manufacturer of  DC-based  power
solutions used in telecommunications and Internet applications, for $75  million
in  cash.   The  Company's  cash outlays associated with  the  acquisition  were
financed  from  operating cash.  The acquisition will  be  accounted  for  as  a
purchase  and,  accordingly, the purchase price will be  allocated  to  the  net
tangible  and  identifiable  intangible assets  acquired,  and  Advance  Power's
results  of operations will be included in the Company's consolidated  financial
statements from the date of acquisition.

                                       10
<PAGE>
ABL Electronics Corporation
Early  in  the  second quarter of 2000, the Company acquired privately-held  ABL
Electronics  Corporation,  a North American provider  of  computer  and  network
cables,  switches,  and other connectivity products, for $8 million  paid  in  a
combination of cash and stock.  The Company's cash outlays associated  with  the
acquisition  were  financed  from  operating  cash.   The  acquisition  will  be
accounted  for  as  a  purchase and, accordingly, the  purchase  price  will  be
allocated  to the net tangible and identifiable intangible assets acquired,  and
ABL  Electronics'  results  of  operations will be  included  in  the  Company's
consolidated financial statements from the date of acquisition.

Foreign Currency Activity
The  Company  invoices  its  customers  in  various  currencies.   Realized  and
unrealized transaction gains or losses are included in the results of operations
and  are  measured  based upon the effect of changes in exchange  rates  on  the
actual or expected amount of functional currency cash flows.  Transaction  gains
and  losses were not material to the results of operations in the first quarters
of 2000 and 1999.

At  April  2, 2000, the Company's unhedged foreign currency accounts receivable,
by currency, were as follows:

<TABLE>
<CAPTION>
  In thousands            Foreign Currency            US Dollars
  <S>                            <C>                     <C>
  Japanese Yen                   1,624,047               $15,369
  European Euros                    15,025                14,282
  German Marks                      21,663                10,515
  British Pounds                     5,983                 9,543
  French Francs                     42,461                 6,154
  Swiss Francs                       8,681                 5,179
</TABLE>

The  Company  also  had  non-trade  receivables  of  3.3  million  Irish  Pounds
(approximately  US$4.0 million) and liabilities denominated in various  European
currencies  of  US$38.9  million,  as well as  Yen  denominated  liabilities  of
approximately US$5.7 million.

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

Recently Issued Accounting Standard
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin   ("SAB")  No.  101,  which  provides  guidance  on  the   recognition,
presentation, and disclosure of revenue in financial statements filed  with  the
Commission.  This SAB is effective beginning in the second quarter of  2000,  as
provided  for in SAB 101A.  Compliance with this SAB is not expected to  have  a
material  impact on the Company's consolidated financial position or results  of
operations.

In  June  1998,  the  Financial Accounting Standards Board issued  Statement  of
Financial  Accounting  Standards  ("SFAS") No. 133,  Accounting  for  Derivative
Instruments  and Hedging Activities, which establishes accounting and  reporting
standards  for derivative instruments, including certain derivative  instruments
embedded in other contracts (collectively referred to as derivatives),  and  for
hedging  activities.   This Statement is effective for all  fiscal  quarters  of
fiscal  years  beginning after June 15, 2000, as provided for in SFAS  No.  137.
The  adoption of this Statement is not expected to have a material impact on the
Company's consolidated financial position or results of operations.

                                        11
<PAGE>
Factors That May Affect Future Performance
Statements  contained  in  this  document which are  not  historical  facts  may
constitute  forward-looking  statements  as  that  term  is  defined  under  the
provisions  of  the  "safe harbor" section of the Private Securities  Litigation
Reform  Act  of 1995.  All forward-looking statements are subject to  risks  and
uncertainties  which could cause actual results to differ from those  projected.
The  factors  that could cause actual results to differ materially  include  the
following:   APC's  ability  to successfully integrate  Advance  Power  and  ABL
Electronic's operations; the timely development and acceptance of new  products;
ramp  up,  expansion,  and  rationalization of  global  manufacturing  capacity;
general  worldwide  economic conditions; 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;  changes  in  product  mix;  changes  in   the
seasonality of demand patterns; inventory risks due to shifts in market  demand;
the  effects  of  any  other  possible acquisitions; component  constraints  and
shortages; risk of nonpayment of accounts receivable; changes in customer  order
patterns  and product demand related to year 2000 purchasing issues;  impact  on
the Company's business due to internal systems or systems of suppliers and other
third  parties adversely affected by year 2000 problems; the uncertainty of  the
litigation  process  including  risk  of an unexpected,  unfavorable  result  of
current or future litigation including, without limitation, the pending Anthony
F. Coppola litigation, as more fully described under Part II, Item I - Legal
Proceedings; financial impact during any period of the Company's purchase of the
license to certain patent rights under a worldwide patent license from General
Signal Power Systems; and the risks described from time to time  in  the
Company's filings with the Securities and Exchange Commission.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company,  in  the  normal course of business, is exposed  to  market  risks
relating  to  fluctuations in foreign currency exchange rates.  The  information
required  under  this section related to such risks is included in  the  Foreign
Currency  Activity section of Management's Discussion and Analysis of  Financial
Condition and Results of Operations in Item 2 of this Report and is incorporated
herein by reference.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On  or  about  August 20, 1999, General Signal Power Systems, Inc, former
parent  company  of  Best  Power,  ("General  Signal")  filed  suit  against
the  Company in  the  United   States  District  Court  for  the  Western
District  of  Wisconsin  alleging  patent  infringement  and false
advertising. General Signal sought unspecified damages, costs, fees, and
injunctive relief.  During March and April 2000, the court dismissed four of the
five patent infringement claims.  On or about May 12, 2000, General Signal
voluntarily dismissed with prejudice the false advertising claims.  On May 17,
2000, the parties agreed to the voluntary dismissal of the remaining claim in
the lawsuit with prejudice.  In connection with the resolution of this dispute,
the Company agreed to license from General Signal worldwide patent rights
relating to uninterruptible power supply technology for a lump-sum cash payment
of $48 million due to be paid by June 30, 2000.

On  or about January 27, 1999, the Company was served with a lawsuit filed by an
individual  in  the  United States District Court for the  Central  District  of
California  alleging  patent infringement.  The plaintiff, Anthony  F.  Coppola,
claims  sole  ownership of the patent referenced in the lawsuit.  Coppola  seeks
unspecified damages, costs, fees, and injunctive relief.  On or about April  14,
1999, the Company removed the case from the United States District Court for the
Central  District  of  California to the United States District  Court  for  the
District of Massachusetts.  The Company intends to vigorously defend against the
suit  and  believes  the ultimate disposition of this matter  will  not  have  a
material  adverse  effect on the Company's consolidated  financial  position  or
results  of  operations or liquidity.  No provision for any liability  that  may
result  from  this  action  has been recognized in  the  Company's  consolidated
financial statements.

The  Company is also involved in various claims and legal actions arising in the
ordinary  course  of  business.   In the opinion  of  management,  the  ultimate
disposition  of  these matters will not have a material adverse  effect  on  the
Company's consolidated financial position or results of operations or liquidity.

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<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)  Exhibits

Exhibit No. 27 - Financial Data Schedule (For SEC EDGAR Filing Only;
Intentionally Omitted)

(B)  Reports on Form 8-K

No  reports  on  Form  8-K  were filed by American Power Conversion  Corporation
during the quarter ended April 2, 2000.

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<PAGE>
                                                                       FORM 10-Q
                                                                   April 2, 2000


                                   SIGNATURES


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


                      AMERICAN POWER CONVERSION CORPORATION

                               Date:  May 17, 2000


                               /s/ Donald M. Muir

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

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