<PAGE> 
                          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 June 28, 1998

                                       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 identification
        incorporation or organization)                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 August 6, 1998 -
                                95,549,000 shares

                                        1
<PAGE>
                                                                       FORM 10-Q
                                                                   June 28, 1998


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                        
                                      INDEX


                                                               Page No.

Part I - Financial Information:
     
  Item 1.  Consolidated Condensed Financial Statements:
           Consolidated Condensed Balance Sheets -
           June 28, 1998 (Unaudited) and December 31, 1997      3 - 4
           
           Consolidated Condensed Statements of Income -
           Three Months and Six Months Ended
           June 28, 1998 and June 29, 1997 (Unaudited)            5
           
           Consolidated Condensed Statements of Cash Flows -
           Three Months and Six Months Ended
           June 28, 1998 and June 29, 1997 (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 4.  Submission of Matters to a Vote of Security Holders    12
     
  Item 5.  Other Information                                      12
     
  Item 6.  Exhibits and Reports on Form 8-K                       13
     
Signatures                                                        14

                                        2
<PAGE>
                                                                       FORM 10-Q
                                                                   June 28, 1998
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>
                                        
                                        
                                                             June 28,         December 31,
                                                                1998                 1997    
                                                           (Unaudited)                 
<S>                                                         <C>                 <C>
                                        
Current assets:                                                                   
Cash and cash equivalents                                   $203,310             $270,134
Accounts receivable,                                                              
 less allowance for doubtful accounts of                                          
 $14,452 in 1998 and $12,230 in 1997                         183,359              131,115
Inventories:                                                                      
 Raw materials                                                96,949               61,430
 Work-in-process and finished goods                          102,828               42,741
Total inventories                                            199,777              104,171
                                                                                  
Prepaid expenses and other current assets                     17,769               13,305
                                                                                  
Deferred income taxes                                         24,680               21,571
                                                                                  
Total current assets                                         628,895              540,296
                                                                                  
Property, plant, and equipment:                                                   
 Land, buildings and improvements                             48,718               31,143
 Machinery and equipment                                     102,994               80,091
 Office equipment, furniture, and fixtures                    35,321               31,431
 Purchased software                                           10,161                9,584
                                                             197,194              152,249
Less accumulated depreciation and amortization                68,374               52,631
Net property, plant, and equipment                           128,820               99,618
                                                                                  
Goodwill and other intangibles                                38,659                    -
                                                                                  
Other assets                                                   2,416                1,376
                                                                                  
                                                                                  
Total assets                                                $798,790             $641,290
                                        
                                        
</TABLE>
                                        
                                        
                                        
     See accompanying notes to consolidated condensed financial statements.

                                        3
<PAGE>
                                                                       FORM 10-Q
                                                                   June 28, 1998

<TABLE>

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
                                 (In thousands)
                                        
                      LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
                                        
                                        
                                                             June 28,         December 31,
                                                                1998                 1997
                                                           (Unaudited)                 
<S>                                                          <C>                  <C>
Current liabilities:                                                              
Short term debt                                              $24,848              $     -
Accounts payable                                             101,570               37,068
Accrued expenses                                              20,435               16,334
Accrued compensation                                          16,515               16,476
Accrued sales and marketing programs                          15,198               15,965
Accrued retirement contributions                               9,026                7,446
Income taxes payable                                          22,798               20,241
                                                                                  
Total current liabilities                                    210,390              113,530
                                                                                  
Deferred tax liability                                         7,719                6,006
                                                                                  
Total liabilities                                            218,109              119,536
                                                                                  
Minority interest                                              3,314                    -
                                                                                  
Shareholders' equity:                                                             
Common stock, $.01 par value;                                                     
 authorized 200,000 shares; issued 95,562                                         
 shares in 1998 and 95,383 shares in 1997                        956                  954
Additional paid-in capital                                    57,739               55,626
Retained earnings                                            520,223              466,725
Treasury stock, 125 shares, at cost                           (1,551)              (1,551)
                                                                                  
Total shareholders' equity                                   577,367              521,754
                                                                                  
Total liabilities, minority interest, and shareholders'
 equity                                                     $798,790             $641,290
                                        
                                        
</TABLE>
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
     See accompanying notes to consolidated condensed financial statements.

                                        4
<PAGE>
                                                                       FORM 10-Q
                                                                   June 28, 1998

<TABLE>

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                    (In thousands except earnings per share)
<CAPTION>
                                        
                                        
                                                      Six months ended         Three months ended
                                                    June 28,     June 29,     June 28,     June 29,
                                                       1998         1997         1998         1997
                                                                       (Unaudited)         
                                                                                           
<S>                                                <C>          <C>          <C>          <C>
Net sales                                          $479,528     $375,609     $260,661     $203,619
                                                                                           
Cost of goods sold                                  263,298      208,011      142,443      112,209
                                                                                           
Gross profit                                        216,230      167,598      118,218       91,410
                                                                                           
Operating expenses:                                                                        
Marketing, selling, general and administrative      118,909      89,282       63,542        48,294
Research and development                             16,696       9,596        8,972         5,391
Acquired research and development                     7,387           -        7,387             -
Total operating expenses                            142,992      98,878       79,901        53,685
                                                                                           
Operating income                                     73,238      68,720       38,317        37,725
                                                                                           
Other income, net                                     6,979         748        3,445         1,122
                                                                                           
Earnings before income taxes                         80,217      69,468       41,762        38,847
                                                                                           
Income taxes                                         26,719      21,882       14,990        12,236
                                                                                           
Net income                                          $53,498     $47,586      $26,772       $26,611
                                                                                           
Basic earnings per share                            $   .56      $  .50       $  .28        $  .28
                                                                                           
Basic weighted average shares outstanding            95,349      94,796       95,394        95,049
                                                                                           
Diluted earnings per share                          $   .55      $  .50       $  .28        $  .28
                                                                                           
Diluted weighted average shares outstanding          96,629      95,928       96,740        96,076
                                        
                                        
</TABLE>
                                        
                                        
                                        
                                        
                                        
                                        
     See accompanying notes to consolidated condensed financial statements.

                                        5
<PAGE>
                                                                       FORM 10-Q
                                                                   June 28, 1998

<TABLE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<CAPTION>
                                        
                                        
                                                       Six months ended         Three months ended
                                                    June 28,     June 29,     June 28,     June 29,
                                                       1998         1997         1998         1997
                                                                       (Unaudited)              
<S>                                                 <C>          <C>          <C>          <C>
Cash flows from operating activities                                                       
Net income                                          $53,498      $47,586      $26,772      $26,611
Adjustments to reconcile net income to net cash                                            
 provided by (used in) operating activities:                                               
Depreciation and amortization                        11,743        8,417        5,395        4,515
Provision for doubtful accounts                       2,598        2,128        1,350        1,155
Deferred income taxes                                (3,232)      (7,211)       1,659       (3,890)
Acquired research and development                     7,387            -        7,387            -
Changes in operating assets and liabilities                                                
 excluding effects of acquisitions:
  Accounts receivable                               (35,329)     (10,725)     (14,926)     (12,124)
  Inventories                                       (76,422)     (28,791)     (49,699)          21
  Prepaid expenses and other current assets          (4,119)      (1,862)      (2,053)      (3,826)
  Other assets                                         (315)         525         (394)         156
  Accounts payable                                   49,930       (3,894)      20,257      (17,645)
  Accrued expenses                                     (378)         218         (538)       4,563
  Income taxes payable                                2,403       (3,350)     (14,168)      (3,103)
Net cash provided by (used in) operating activities   7,764        3,041      (18,958)      (3,567)
                                                                                           
Cash flows from investing activities                                                       
Capital expenditures, net of capital grants         (24,174)     (18,513)     (14,458)      (5,721)
Acquisitions                                        (52,529)         101      (52,529)           -
Net cash used in investing activities               (76,703)     (18,412)     (66,987)      (5,721)
                                                                                           
Cash flows from financing activities                                                       
Proceeds from issuances of common stock               2,115        4,942        1,369          996
Net cash provided by financing activities             2,115        4,942        1,369          996
                                                                                           
Net decrease in cash and cash equivalents           (66,824)     (10,429)     (84,576)      (8,292)
Cash and cash equivalents at beginning of period    270,134      153,234      287,886      151,097
Cash and cash equivalents at end of period         $203,310     $142,805     $203,310     $142,805
                                        
Supplemental cash flow disclosures                                                         
Cash paid during the period for income taxes                                               
 (net of refunds)                                   $24,162      $25,544      $24,162      $12,402
Details of acquisitions:                                                                   
 Fair value of assets                              $104,544      $     -     $104,544      $     -
 Liabilities and minority interest                  (50,055)           -      (50,055)           -
 Cash paid                                           54,489            -       54,489            -
 Cash acquired                                       (1,960)        (101)      (1,960)           -
 Acquisitions                                       $52,529      $  (101)     $52,529      $     -
                                        
                                        
</TABLE>
                                        
     See accompanying notes to consolidated condensed financial statements.

                                        6
<PAGE>
                                                                       FORM 10-Q
                                                                   June 28, 1998



             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
              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
periods  are not necessarily indicative of results to be expected for  the  full
year.

2.   Principles of Consolidation

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

Early  in  the  second quarter of 1998, the Company entered  into  a  definitive
agreement  with the principal management shareholders of Silcon A/S  to  acquire
stock of Silcon, a Denmark-based manufacturer of three-phase UPSs up to 480 kVA,
and  the Company commenced a tender offer for Silcon shares.  In June 1998,  the
initial   tender   offer  and  purchase  of  stock  from  principal   management
shareholders was completed enabling the Company to operate Silcon as a majority-
owned  subsidiary.  The acquisition has been accounted for as  a  purchase  and,
accordingly,  75%  of  Silcon's  assets and  liabilities  are  included  in  the
Company's  consolidated balance sheet as of June 28, 1998.  Silcon's results  of
operations  will be included in the Company's consolidated financial  statements
beginning in the third quarter of 1998.

3.   Per Share Data

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.  Dilutive potential common shares outstanding at  June
28,  1998  and  June 29, 1997 were approximately 1.3 million  and  1.1  million,
respectively.

Potential  common shares for which inclusion would have the effect of increasing
diluted   earnings  per  share  (i.e.,  antidilutive)  are  excluded  from   the
computation.  Antidilutive potential common shares outstanding at June 28,  1998
and June 29, 1997 were approximately 16,000 and 1,000, respectively.

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>
                                                                       FORM 10-Q
                                                                   June 28, 1998

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

RESULTS OF OPERATIONS:

Revenues

Net  sales  were $260.7 million for the second quarter of 1998, an  increase  of
28.0% compared to $203.6 million for the same period in 1997.  Net sales for the
first  half of 1998 were $479.5 million compared to $375.6 million in  1997,  an
increase of 27.7%.  The increase was attributable to continued strong demand for
the  Company's uninterruptible power supply (UPS) and surge protection products.
Second  quarter  and  first  half sales growth was  strong  worldwide  with  the
Americas  (North and Latin America) growing 30.2% and 28.7%, respectively,  EMEA
(Europe, Middle East and Africa) growing 33.8% and 37.3%, respectively, and  the
Asia  Pacific  region growing 6.3% and 5.5%, respectively, despite the  economic
downturn  in that region.  International sales (excluding Canada) comprised  37%
and  38% of net sales in the second quarter of 1998 and 1997, respectively,  and
37% and 38% of net sales in the first half of 1998 and 1997, respectively.

Cost of Goods Sold

Cost  of  goods  sold  was $142.4 million or 54.7% of net sales  in  the  second
quarter  of  1998 compared to $112.2 million or 55.1% in the second  quarter  of
1997.   Cost of goods sold was $263.3 million or 54.9% of net sales in the first
half  of  1998  compared to $208.0 million or 55.4% in the first half  of  1997.
Gross  margins  improved  by approximately 50 basis  points  during  the  second
quarter  and  first half of 1998, respectively, over the comparable  periods  in
1997.  The improvements were primarily attributable to continued improvement  in
margins on lower cost Back-UPSr products manufactured in the Philippines and the
favorable margin impact of a higher-end product mix resulting from strong growth
in  Smart-UPSr  sales  into the server segment of the power  protection  market.
Total  inventory reserves at June 28, 1998 were $19.9 million compared to  $19.3
million  at  December  31,  1997.  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 research and development (R&D) expenses.

SG&A  expenses were $63.5 million or 24.4 % of net sales for the second  quarter
of  1998  compared to $48.3 million or 23.7% of net sales for the second quarter
of  1997.  SG&A expenses were $118.9 million or 24.8% of net sales for the first
half  of 1998 compared to $89.3 million or 23.8% of net sales for the first half
of  1997.   The  increases  over  last year  were  due  primarily  to  increased
advertising  and promotional costs, as well as costs associated  with  increased
staffing   of   sales  and  administrative  positions  both   domestically   and
internationally.  The allowance for doubtful accounts at June 28, 1998 was  7.3%
of  accounts  receivable, compared to 8.5% at December 31,  1997.   The  Company
continues to experience strong collection performance.

Excluding  a  second  quarter 1998 $7.4 million charge  for  acquired  R&D  (see
"Acquisition"  below), R&D expenses were $9.0 million or 3.4% of net  sales  and
$5.4  million  or 2.6% of net sales for the second quarters of  1998  and  1997,
respectively, and R&D expenses were $16.7 million or 3.5% of net sales and  $9.6
million  or 2.6% of net sales for the first six month periods of 1998 and  1997,
respectively.   The increased R&D spending primarily reflects increased  numbers
of  software  and  hardware  engineers and costs  associated  with  new  product
development and engineering support.

                                        8
<PAGE>

Other Income, Net and Income Taxes

Other  income  is  comprised  principally of interest  income,  which  increased
substantially  from  1997 to 1998 due to higher average cash balances  available
for investment during 1998.

Excluding  a  second  quarter 1998 non-tax deductible $7.4  million  charge  for
acquired R&D (see "Acquisition" below), the Company's effective income tax rates
were approximately 30.5% and 31.5% for the quarters ended June 28, 1998 and June
29,  1997, respectively.  The decrease 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 Ireland, a jurisdiction which currently  has  a  lower
income  tax  rate  for manufacturing companies than the present  U.S.  statutory
income tax rate.

LIQUIDITY AND CAPITAL RESOURCES

Working  capital at June 28, 1998 was $418.5 million compared to $426.8  million
at  December 31, 1997.  The Company's cash position decreased to $203.3  million
at  June 28, 1998 from $270.1 million at December 31, 1997, primarily due to the
cash  purchase  of  approximately 75% of the share capital of  Silcon  A/S  (see
"Acquisition" below).

Worldwide  inventories were $199.8 million at June 28, 1998 compared  to  $104.2
million at December 31, 1997.  The first half 1998 inventory build was primarily
related  to anticipation of increased demand patterns during the second half  of
the  year which result from typical seasonal factors, combined with $19  million
of  inventory purchased in the Silcon acquisition.  Inventory levels were 77% as
a percentage of quarterly sales in the second quarter of 1998 up from 60% in the
first quarter of 1998.

At  June  28, 1998, 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 under  an
unsecured  line  of  credit agreement with a second bank at a  similar  interest
rate.   No borrowings were outstanding under these facilities at June 28,  1998.
In  connection  with  the acquisition of Silcon (see "Acquisition"  below),  the
Company  acquired $24.8 million in bank indebtedness with interest rates ranging
from 4% to 8%.  The Company had no significant financial commitments, other than
those required in the normal course of business, at June 28, 1998.

Capital   investment  for  the  first  half  of  1998  consisted  primarily   of
manufacturing and office equipment, and buildings and improvements.  The  nature
and level of capital spending was made to improve manufacturing capabilities 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 June 28, 1998.

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.  The total  cumulative
amounts of capital grant claims submitted and received through June 28, 1998 for
the   Galway  facility  were  approximately  $11.1  million  and  $8.4  million,
respectively.   The  total cumulative amount of capital grant  claims  submitted
through  June 28, 1998 for the Castlebar facility was $1.1 million;  no  capital
grant  claims  had  been  received for the Castlebar facility.   Under  separate
agreements  with the IDA, the Company receives direct reimbursement of  training
costs  at  its  Galway  and Castlebar facilities for up to $3,000  and  $12,500,
respectively, per new employee hired.  The total cumulative amounts of  training
grant  claims  submitted  and received through June  28,  1998  for  the  Galway
facility  were  approximately $1.7 million and $1.2 million, respectively.   The
total cumulative amount of training grant claims submitted through June 28, 1998
for  the  Castlebar facility was approximately $0.6 million; no  training  grant
claims had been received for the Castlebar facility.

                                        9
<PAGE>
During the first quarter of 1998, the Company began establishing a manufacturing
operation  in  China.  The Company is leasing a 50,000 square foot  facility  in
Suzhou  and  expects to begin manufacturing selected products at  this  facility
during  the  second half of 1998.  Capital expenditures for the China  expansion
will  be financed from operating cash.  In August 1998, the Company purchased  a
third  manufacturing  facility in the Philippines  for  approximately  $750,000,
financed  from  operating cash.  The Company continues to evaluate international
manufacturing expansion including additional locations in the Far East and South
America.

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.

Acquisition
Early  in  the  second quarter of 1998, the Company entered  into  a  definitive
agreement  with the principal management shareholders of Silcon A/S  to  acquire
stock of Silcon, a Denmark-based manufacturer of three-phase UPSs up to 480 kVA,
and  the Company commenced a tender offer for Silcon shares.  In June 1998,  the
initial   tender   offer  and  purchase  of  stock  from  principal   management
shareholders was completed enabling the Company to operate Silcon as a majority-
owned  subsidiary.  The  initial cash outlay of $54 million  was  financed  from
operating cash.

The  purchase price was allocated to the net assets acquired and to acquired in-
process  research  and development (acquired R&D).  Acquired  R&D  includes  the
value  of  products in the development stage and not considered to have  reached
technological  feasibility.   In accordance with  applicable  accounting  rules,
acquired  R&D  is  required to be expensed.  Accordingly, $7.4  million  of  the
acquisition  cost  was expensed in the second quarter of  1998.   The  remaining
purchase  price exceeded the fair value of net assets acquired by  approximately
$39  million,  which  will be amortized on a straight-line  basis  over  periods
ranging  from 10-20 years.  The acquisition has been accounted for as a purchase
and,  accordingly, 75% of Silcon's assets and liabilities are  included  in  the
Company's  consolidated balance sheet as of June 28, 1998.  Silcon's results  of
operations  will be included in the Company's consolidated financial  statements
beginning in the third quarter of 1998.

Foreign Currency Activity
Financial statements for the Company's international subsidiaries for which  the
U.S.  dollar  is the functional currency are remeasured into U.S. dollars  using
current  rates  of exchange for monetary assets and liabilities  and  historical
rates  of  exchange for nonmonetary assets.  Gains and losses from remeasurement
are included in other income, net.

The Company invoices its customers in Japan, Great Britain, Germany, and France,
in  their  respective local currencies.  At June 28, 1998 the Company's unhedged
foreign currency accounts receivable, by currency, were as follows:
     (In thousands)               Foreign Currency          U.S. Dollars
                                                  
     Japanese Yen                          987,042                 6,951
     British Pounds                          3,434                 5,733
     German Marks                           14,869                 8,261
     French Francs                          34,887                 5,795

Total  gross  accounts  receivable at June 28,  1998  was  approximately  $197.8
million.   The  Company  had non-trade receivables of 2.2 million  Irish  Pounds
(approximately  US$3.1 million), as well as Irish Pound denominated  liabilities
of   9.5  million  (approximately  US$13.3  million).   The  Company  also   had
liabilities  denominated in various European currencies of US$11.1  million,  as
well as Yen denominated liabilities of approximately US$2.6 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   derivatives
arrangements.

                                       10
<PAGE>
Recently Issued Accounting Standards
During  1997,  the  Financial Accounting Standards  Board  issued  Statement  of
Financial  Accounting  Standards  No. 131,  Disclosures  about  Segments  of  an
Enterprise  and Related Information, which establishes standards  for  reporting
information about operating segments in annual and interim financial  statements
issued  to shareholders.  This Statement also establishes standards for  related
disclosures about products and services, geographic areas, and major  customers.
The  Company  will  adopt this Statement at December 31, 1998 and  is  currently
studying its provisions.

The  Financial Accounting Standards Board recently issued Statement of Financial
Accounting Standards No. 133, Accounting for Derivative Instruments and  Hedging
Activities, which establishes accounting and reporting standards for  derivative
instruments,  including  certain  derivative  instruments  embedded   in   other
contracts (collectively referred to as derivatives), and for hedging activities.
This  Statement  is effective for all fiscal quarters of fiscal years  beginning
after  June 15, 1999.  The adoption of this Statement is not expected to have  a
material impact on the Company's financial position or results of operations.

The AICPA Accounting Standards Executive Committee recently issued Statement  of
Position  ("SOP") 98-1, Accounting for the Costs of Computer Software  Developed
or  Obtained for Internal Use.  This SOP requires that certain costs related  to
the  development  or  purchase  of  internal-use  software  be  capitalized  and
amortized  over the estimated useful life of the software, and is effective  for
fiscal  years  beginning after December 15, 1998.  The SOP  also  requires  that
costs    related    to    the    preliminary    project    stage    and     post
implementation/operations stage in an internal-use computer software development
project  be  expensed as incurred.  The adoption of this SOP is not expected  to
have  a  material  impact  on the Company's financial  position  or  results  of
operations.

The AICPA Accounting Standards Executive Committee recently issued Statement  of
Position ("SOP") 98-5, Reporting on the Costs of Start-Up Activities.  This  SOP
requires  that costs incurred during start-up activities, including organization
costs,  be  expensed  as incurred, and is effective for fiscal  years  beginning
after December 15, 1998.  The adoption of this SOP is expected to have no impact
on the Company's financial position or results of operations.

Factors That May Affect Future Performance
Statements contained in this document that do not describe historical facts  may
constitute  forward-looking statements.  The Company makes such  forward-looking
statements  under  the provisions of the "safe harbor" section  of  the  Private
Securities  Litigation  Reform  Act  of 1995.   The  forward-looking  statements
contained herein are based on current expectations, but are subject to a  number
of 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:  the ability of APC to operate Silcon as  a  less  than
wholly-owned  subsidiary;  APC's  ability  to  successfully  integrate  Silcon's
operations;  the timely development and acceptance of new products such  as  the
Symmetra  Power Array; ramp up and expansion of manufacturing capacity;  general
economic  conditions  and  growth rates in the  power  protection  industry  and
related  industries, including but not limited to the PC, server, and networking
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;  the
uncertainty   of  the  litigation  process  including  risk  of  an  unexpected,
unfavorable  result of current litigation; factors associated with international
operations;  risks associated with the Year 2000 issue; and the risks  described
from  time  to  time in the Company's filings with the Securities  and  Exchange
Commission.

                                       11
<PAGE>
                                                                       FORM 10-Q
                                                                   June 28, 1998

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On  February  26, 1998, the Company announced that it had reached agreements-in-
principle to settle five purported class action lawsuits that were filed in  the
United  States  District Court for the District of Rhode Island in  August  1995
(the  "Federal Class Action") and a derivative action lawsuit that was filed  in
the Massachusetts Superior Court for Suffolk County in February 1996 (the "State
Derivative Action").  The settlements of the Federal Class Action and the  State
Derivative  Action were both contingent upon certain events, including  approval
by  the  respective courts in which the lawsuits were filed.  The settlement  of
the  State  Derivative  Action has been finally approved  by  the  Massachusetts
Superior  Court.   The settlement of the Federal Class Action has  been  finally
approved  by the United States District Court for the District of Rhode  Island.
Although  the  Company believes that the allegations in both the  Federal  Class
Action  and  the  State  Derivative Action are without merit  and  defended  the
lawsuits  vigorously, it concluded that settlement of the lawsuits on the  terms
of  the  settlement agreements was in the Company's best interests.  The  entire
settlement amount was borne by the liability insurance carrier which insures the
Company, its directors, and its officers.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The  Annual  Meeting  of  Shareholders was held on May  1,  1998  at  which  the
shareholders of the Company approved the following:

(i)  by a vote  of 83,002,003 shares in favor, 1,184,025 opposed,  and  226,387
     abstaining, the number of directors was fixed at five.

(ii) the  following persons (with vote results) were elected to  serve  another
     term as Directors of the Company:

                                               For        Against
           Rodger B. Dowdell, Jr.         83,205,222     1,207,193
           James D. Gerson                83,187,076     1,225,339
           Emanuel E. Landsman            83,185,137     1,227,278
           Ervin F. Lyon                  83,187,337     1,225,078
           Neil E. Rasmussen              83,177,229     1,235,186

ITEM 5.  OTHER INFORMATION

The  deadline for submission of proposals by shareholders pursuant to Rule 14a-8
issued under the Securities Exchange Act of 1934 (the "Act"), which are intended
for  inclusion  in  the  proxy  statement to be furnished  to  all  shareholders
entitled  to vote at the next annual meeting of shareholders of the Company,  is
November 23, 1998.  Pursuant to recent amendments to the rules relating to proxy
statements  under the Act, the shareholders of the Company are  hereby  notified
that  the  deadline for providing timely notice to the Company of  matters  that
shareholders  desire to introduce at the next annual meeting of shareholders  of
the  Company  (which  are  not otherwise submitted for inclusion  in  the  proxy
statement  in  accordance  with the preceding sentence)  is  February  6,  1999.
Management  proxies will be authorized to exercise discretionary authority  with
respect  to  any  such shareholder proposal not included in the Company's  proxy
materials for the next annual meeting unless the Company receives notice of such
proposal  prior to February 6, 1999 and the conditions set forth  in  Rule  14a-
14(c)(2)(i)-(iii) under the Act are met.  In order to curtail any controversy as
to  the  date  on which a proposal was received by the Company, it is  suggested
that  proponents  submit  their  proposals by  Certified  Mail,  Return  Receipt
Requested.

                                       12
<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)  Exhibits

Exhibit No. 11 - Computation of Earnings per Share (Page 14)
Exhibit No. 27 - Financial Data Schedule

(B)  Reports on Form 8-K

No  reports  on  Form  8-K  were filed by American Power Conversion  Corporation
during the quarter ended June 28, 1998.

                                       13
<PAGE>
                                                                       FORM 10-Q
                                                                   June 28, 1998


                                   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:  August 12, 1998
                                        
                                        
                               /s/ Donald M. Muir
                                        
                                 Donald M. Muir
                             Chief Financial Officer
                  (Principal Accounting And Financial Officer)

                                       14
<PAGE>

                                                                       FORM 10-Q
                                                                   June 28, 1998
                                                                                
                                                                                
                                                                      EXHIBIT 11

<TABLE>

                      AMERICAN POWER CONVERSION CORPORATION
                        COMPUTATION OF EARNINGS PER SHARE
                  (In thousands except for earnings per share)
<CAPTION>
                                        
                                        
                                        
                                                        Six months ended          Three months ended
                                                     June 28,     June 29,      June 28,     June 29,
                                                       1998         1997          1998         1997
                                                                        (Unaudited)              
                                                                                                 
<S>                                                 <C>          <C>           <C>          <C>
Basic                                                                                       
                                                                                            
Net income                                          $53,498      $47,586       $26,772      $26,611
                                                                                            
Basic weighted average shares outstanding            95,349       94,796        95,394       95,049
                                                                                            
Basic earnings per share                            $   .56      $   .50       $   .28       $  .28
                                                                                            
                                                                                            
Diluted                                                                                     
                                                                                            
Net income                                          $53,498      $47,586       $26,772      $26,611
                                                                                            
Basic weighted average shares outstanding            95,349       94,796        95,394       95,049
                                                                                            
Net effect of dilutive potential common shares                                              
outstanding based on the treasury stock                                                     
method using the average market price                 1,280        1,132         1,346        1,027
                                                                                            
Diluted weighted average shares outstanding          96,629       95,928        96,740       96,076
                                                                                            
Diluted earnings per share                          $   .55      $   .50       $    .28     $  .28


</TABLE>
                                        15
<PAGE>