<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 March 29, 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
       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, 1998 -
                                95,381,000 shares

                                        1

<PAGE>
                                                                       FORM 10-Q
                                                                  March 29, 1998


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                        
                                      INDEX


                                                                  Page No.

Part I - Financial Information:
     
     Item 1.  Consolidated Condensed Financial Statements:
              Consolidated Condensed Balance Sheets -
              March 29, 1998 (Unaudited) and December 31, 1997     3 - 4
           
              Consolidated Condensed Statements of Income -
              Three Months Ended
              March 29, 1998 and March 30, 1997 (Unaudited)          5
           
              Consolidated Condensed Statements of Cash Flows -
              Three Months Ended
              March 29, 1998 and March 30, 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 6.  Exhibits and Reports on Form 8-K                      12
    
Signatures                                                          13

                                        2
<PAGE>
                                                                       FORM 10-Q
                                                                  March 29, 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>
                                        
                                      
                                                            March 29,         December 31,
                                                                1998               1997
                                                           (Unaudited)                
<S>                                                         <C>                 <C>
                                        
Current assets:                                                                  
Cash and cash equivalents                                   $287,886            $270,134
Accounts receivable,                                                             
 less allowance for doubtful accounts of                                         
 $13,157 in 1998 and $12,230 in 1997                         150,270             131,115
Inventories:                                                                     
 Raw materials                                                73,997              61,430
 Work-in-process and finished goods                           56,897              42,741
Total inventories                                            130,894             104,171
                                                                                 
Prepaid expenses and other current assets                     15,371              13,305
                                                                                 
Deferred income taxes                                         26,177              21,571
                                                                                 
Total current assets                                         610,598             540,296
                                                                                 
Property, plant, and equipment:                                                  
 Land, buildings and improvements                             32,807              31,143
 Machinery and equipment                                      85,999              80,091
 Office equipment, furniture, and fixtures                    33,199              31,431
 Purchased software                                            9,960               9,584
                                                                                 
                                                             161,965             152,249
                                                                                 
Less accumulated depreciation and amortization                58,979              52,631
                                                                                 
Net property, plant, and equipment                           102,986              99,618
                                                                                 
Other assets                                                   1,297               1,376
                                                                                 
                                                                                 
Total assets                                                $714,881            $641,290
                                        
                                        
</TABLE>
                                        
                                        
     See accompanying notes to consolidated condensed financial statements.

                                        3
<PAGE>
                                                                       FORM 10-Q
                                                                  March 29, 1998

<TABLE>

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
                                 (In thousands)
                                        
                      LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
                                        
                                        
                                                            March 29,         December 31,
                                                                1998               1997     
                                                           (Unaudited)                
<S>                                                          <C>                 <C>
Current liabilities:                                                             
Accounts payable                                             $66,741             $37,068
Accrued expenses                                              14,899              16,334
Accrued compensation                                          17,065              16,476
Accrued sales and marketing programs                          15,738              15,965
Accrued retirement contributions                               8,679               7,446
Income taxes payable                                          36,812              20,241
                                                                                 
Total current liabilities                                    159,934             113,530
                                                                                 
Deferred tax liability                                         5,721               6,006
                                                                                 
Total liabilities                                            165,655             119,536
                                                                                 
Shareholders' equity:                                                            
Common stock, $.01 par value;                                                    
 authorized 200,000 shares; issued 95,459                                        
 shares in 1998 and 95,383 shares in 1997                        955                 954
Additional paid-in capital                                    56,371              55,626
Retained earnings                                            493,451             466,725
Treasury stock, 125 shares, at cost                           (1,551)             (1,551)
                                                                                 
Total shareholders' equity                                   549,226             521,754
                                                                                 
Total liabilities and shareholders' equity                  $714,881            $641,290
                                        
                                        
</TABLE>
                                        
                                                                            
     See accompanying notes to consolidated condensed financial statements.

                                        4
<PAGE>
                                                                       FORM 10-Q
                                                                  March 29, 1998

<TABLE>

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                    (In thousands except earnings per share)
<CAPTION>
                                        
                                       
                                                                 Three months ended
                                                           March 29,           March 30,
                                                               1998                1997
                                                                    (Unaudited)
                                                                                 
<S>                                                        <C>                 <C>
Net sales                                                  $218,867            $171,989
                                                                                 
Cost of goods sold                                          120,855              95,801
                                                                                 
Gross profit                                                 98,012              76,188
                                                                                 
Operating expenses:                                                              
Marketing, selling, general and administrative               55,367              40,987
Research and development                                      7,724               4,205
                                                                                 
Total operating expenses                                     63,091              45,192
                                                                                 
Operating income                                             34,921              30,996
                                                                                 
Other income (expenses), net                                  3,534                (375)
                                                                                 
Earnings before income taxes                                 38,455              30,621
                                                                                 
Income taxes                                                 11,729               9,646
                                                                                 
Net income                                                  $26,726             $20,975
                                                                                 
Basic earnings per share                                    $   .28              $  .22
                                                                                 
Basic weighted average shares outstanding                    95,304              94,542
                                                                                 
Diluted earnings per share                                  $   .28              $  .22
                                                                                 
Diluted weighted average shares outstanding                  96,568              95,551
                                        
                                        
</TABLE>
                                        
                                        
     See accompanying notes to consolidated condensed financial statements.

                                        5
<PAGE>
                                                                       FORM 10-Q
                                                                  March 29, 1998

<TABLE>

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                        
<CAPTION>
                                        
                                        
                                                                 Three months ended
                                                            March 29,            March 30,
                                                                1998                 1997
                                                                     (Unaudited)
                                                                                          
<S>                                                         <C>                  <C>
Cash flows from operating activities                                             
Net income                                                  $26,726              $20,975
Adjustments to reconcile net income to net                                       
 cash provided by operating activities:                                          
Depreciation and amortization                                 6,396                3,902
Provision for doubtful accounts                               1,248                  973
Deferred income taxes                                        (4,891)              (3,321)
Changes in operating assets and liabilities:                                     
  (Increase) decrease in accounts receivable                (20,403)               1,399
  Increase in inventories                                   (26,723)             (28,812)
  (Increase) decrease in prepaid expenses 
    and other current assets                                 (2,066)               1,964
  Decrease in other assets                                       31                  369
  Increase in accounts payable                               29,673               13,751
  Increase (decrease) in accrued expenses                       160               (4,345)
  Increase (decrease) in income taxes payable                16,571                 (247)
Net cash provided by operating activities                    26,722                6,608
                                                                                 
Cash flows from investing activities                                             
Capital expenditures, net of capital grants                  (9,716)             (12,792)
Cash acquired in acquisition                                      -                  101
Net cash used in investing activities                        (9,716)             (12,691)
                                                                                 
Cash flows from financing activities                                             
Proceeds from issuances of common stock                         746                3,946
Net cash provided by financing activities                       746                3,946
                                                                                 
Net increase (decrease) in cash and cash equivalents         17,752               (2,137)
                                                                                 
Cash and cash equivalents at beginning of period            270,134              153,234
                                                                                 
Cash and cash equivalents at end of period                 $287,886             $151,097
                                        
Supplemental cash flow disclosures                                               
Cash paid during the period for income taxes  
  (net of refunds)                                          $     -              $13,142
                                        
                                        
</TABLE>
                                        
                                        
     See accompanying notes to consolidated condensed financial statements.

                                        6
<PAGE>
                                                                       FORM 10-Q
                                                                  March 29, 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  financial  statements  of
American  Power  Conversion Corporation and its wholly-owned subsidiaries.   All
intercompany accounts and transactions are eliminated in consolidation.

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 March
29,  1998  and  March 30, 1997 were approximately 1.3 million and  1.0  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 March 29, 1998
and March 30, 1997 were approximately 157,000 and 4,000, 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
                                                                  March 29, 1998

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

RESULTS OF OPERATIONS:

Revenues

Net  sales  were  $218.9 million for the first quarter of 1998, an  increase  of
27.3% compared to $172.0 million for the same period in 1997.  The increase  was
attributable to continued strong demand for the Company's uninterruptible  power
supply  (UPS) and surge protection products.  International net sales (excluding
Canada)  in  the first quarter of 1998 were up 29% versus the first  quarter  of
1997, while North American net sales were up 26%.

Cost of Goods Sold

Cost of goods sold was $120.9 million or 55.2% of net sales in the first quarter
of  1998 compared to $95.8 million or 55.7% in the first quarter of 1997.  Gross
margins  improved by approximately 50 basis points during the first  quarter  of
1998  over  the  comparable  period  in 1997.   The  improvement  was  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
March  29,  1998  were $20.1 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 expenses.

SG&A expenses were $55.4 million or 25.3 % of net sales for the first quarter of
1998  compared to $41.0 million or 23.8% of net sales for the first  quarter  of
1997.   The  increase over last year was due primarily to increased  advertising
and  promotional costs, as well as costs associated with increased  staffing  of
sales  and  other related positions both domestically and internationally.   The
allowance  for  doubtful  accounts  at March  29,  1998  was  8.1%  of  accounts
receivable,  compared  to 8.5% at December 31, 1997.  The Company  continues  to
experience   strong   collection  performance.   Accounts  receivable   balances
outstanding  over 60 days represented 11.9% of total receivables  at  March  29,
1998,  up  from  6.6%  at  December  31, 1997,  reflecting  a  higher  level  of
international  receivables with generally longer payment cycles.  Write-offs  of
uncollectible  accounts have historically represented  less  than  1%  of  total
receivable balances.  A majority of international customer balances are  covered
by receivables insurance.

Research  and  development expenses were $7.7 million or 3.5% of net  sales  and
$4.2  million  or  2.4% of net sales for the first quarters of  1998  and  1997,
respectively.   The  increased  research  and  development  spending   primarily
reflects  increased  numbers  of  software  and  hardware  engineers  and  costs
associated with new product development and engineering support.

Other Income (Expenses), Net and Income Taxes

Other  income  during  the  first quarter of 1998 was comprised  principally  of
interest  income,  which increased substantially from the comparable  period  in
1997  due to higher average cash balances available for investment during  1998.
Interest  income during the first quarter of 1997 was more than  offset  by  net

                                        8
<PAGE>
foreign currency losses primarily related to foreign currency denominated assets
of  international  subsidiaries  for which the U.S.  dollar  is  the  functional
currency.

The  Company's effective income tax rates were approximately 30.5% and 31.5% for
the  quarters  ended  March  29, 1998 and March  30,  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 March 29, 1998 was $450.7 million compared to $426.8 million
at December 31, 1997.  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 position increased to $287.9 million at March 29, 1998  from
$270.1 million at December 31, 1997.

Worldwide  inventories were $130.9 million at March 29, 1998 compared to  $104.2
million  at  December  31,  1997.  The first quarter 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.  Inventory  levels
as a percentage of quarterly sales were 60% in the first quarter of 1998 up from
41%  in the fourth quarter of 1997 compared to 93% in the first quarter of  1997
up from 62% in the fourth quarter of 1996.

At  March  29, 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 March 29, 1998.
Additionally, the Company had no significant financial commitments,  other  than
those required in the normal course of business, at March 29, 1998.

Capital  investment  for  the  first quarter  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 March 29, 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 March  29,  1998
for  the  Galway  facility  were approximately $9.4 million  and  $8.3  million,
respectively.   The  total cumulative amount of capital grant  claims  submitted
through  March 29, 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 March 29,  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  March  29,
1998  for  the  Castlebar facility was approximately $0.3 million;  no  training
grant claims had been received for the Castlebar facility.

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.  The  Company  continues  to  evaluate
international manufacturing expansion including additional locations in the  Far
East and South America.

                                        9
<PAGE>
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
On  April  27,  1998, the Company entered into a definitive agreement  with  the
principal management shareholders of Silcon A/S to acquire all of the  stock  of
Silcon, a Denmark-based manufacturer of three-phase UPSs up to 480 kVA, for  DKK
480  million or approximately US$70 million, in cash, as of April 27, 1998 based
on  the  then  current  exchange rate.  The acquisition will  be  financed  from
operating  cash  and is targeted for completion in the second quarter  of  1998,
subject  to certain conditions including the successful completion of  a  tender
offer  for  the  remaining  shares, receipt of  applicable  European  regulatory
authority  and  third-party approvals, and the conclusion of a satisfactory  due
diligence review by the Company.  The Company expects a one-time charge  against
after-tax earnings of between $0.15 and $0.30 per share in the quarter in  which
the  transaction closes for the write-off of purchased research and  development
expenses.

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 (expenses), net.

The Company invoices its customers in Japan, Great Britain, Germany, and France,
in  their respective local currencies.  At March 29, 1998 the Company's unhedged
foreign currency accounts receivable, by currency, were as follows:

<TABLE>
<CAPTION>
  (In thousands)          Foreign Currency                U.S. Dollars
  <S>                            <C>                            <C> 
  Japanese Yen                   1,496,950                      11,515
  British Pounds                     3,978                       6,696
  German Marks                      10,705                       5,882
  French Francs                     24,800                       4,066
</TABLE>

Total  gross  accounts  receivable at March 29, 1998  was  approximately  $163.4
million.   The  Company  had non-trade receivables of 2.1 million  Irish  Pounds
(approximately  US$3.0 million), as well as Irish Pound denominated  liabilities
of   14.6  million  (approximately  US$20.3  million).   The  Company  also  had
liabilities  denominated in various European currencies of  US$2.6  million,  as
well as Yen denominated liabilities of approximately US$1.5 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.

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").  Although the Company believes that the allegations in both
the  Federal Class Action and the State Derivative Action are without merit  and
has  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 is  being  borne  by  the  liability
insurance carrier which insures the Company, its directors, and its officers.

                                       10
<PAGE>
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 preliminarily approved by the United States
District Court for the District of Rhode Island, and a final approval hearing on
that  settlement is scheduled to take place in late May.  Although there can  be
no  assurance that the Federal Class Action settlement will be finally approved,
no  objections to that settlement have been filed to date.  Should  the  Federal
Class  Action  settlement not be finally approved for any  reason,  the  Company
intends to defend the lawsuits vigorously.  No provision for any liability  that
may  result from these actions has been recognized in the Company's consolidated
condensed financial statements included herein.

Recently Issued Accounting Standard
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.

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 complete the acquisition of Silcon
in  a  timely and cost effective manner; APC's ability to successfully integrate
Silcon's  operations;  a variance between the actual and  estimated  charge  for
purchased  research and development related to the acquisition  of  Silcon;  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
                                                                  March 29, 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").  Although the Company believes that the allegations in both
the  Federal Class Action and the State Derivative Action are without merit  and
has  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 is  being  borne  by  the  liability
insurance carrier which insures the Company, its directors, and its officers.

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 preliminarily approved by the United States
District Court for the District of Rhode Island, and a final approval hearing on
that  settlement is scheduled to take place in late May.  Although there can  be
no  assurance that the Federal Class Action settlement will be finally approved,
no  objections to that settlement have been filed to date.  Should  the  Federal
Class  Action  settlement not be finally approved for any  reason,  the  Company
intends to defend the lawsuits vigorously.  No provision for any liability  that
may  result from these actions has been recognized in the Company's consolidated
condensed financial statements included herein.

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 March 29, 1998.

                                       12
<PAGE>

                                                                       FORM 10-Q
                                                                  March 29, 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:  May 13, 1998
                                        
                                        
                               /s/ Donald M. Muir
                                        
                                 Donald M. Muir
                             Chief Financial Officer
                  (Principal Accounting And Financial Officer)

                                       13
<PAGE>
                                                                       FORM 10-Q
                                                                  March 29, 1998
                                                                                
                                                                                
                                                                      EXHIBIT 11

<TABLE>

                      AMERICAN POWER CONVERSION CORPORATION
                        COMPUTATION OF EARNINGS PER SHARE
                  (In thousands except for earnings per share)
<CAPTION>
                                      
                                                                  Three months ended
                                                           March 29,            March 30,
                                                               1998                 1997
                                                                     (Unaudited)
                                                                                          
<S>                                                         <C>                  <C>
Basic                                                                            
                                                                                 
Net earnings                                                $26,726              $20,975
                                                                                 
Basic weighted average shares outstanding                    95,304               94,542
                                                                                 
Basic earnings per share                                    $   .28              $   .22
                                                                                 
                                                                                 
Diluted                                                                          
                                                                                 
Net earnings                                                $26,726              $20,975
                                                                                 
Basic weighted average shares outstanding                    95,304               94,542
                                                                                 
Net effect of dilutive potential common shares                                   
outstanding based on the treasury stock                                          
method using the average market price                         1,264                1,009
                                                                                 
Diluted weighted average shares outstanding                  96,568               95,551
                                                                                 
Diluted earnings per share                                  $   .28              $   .22

           
</TABLE>
                                       14