QUARTERLY REPORT ON FORM 10-Q
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                            _________________________

(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the quarterly period ended April 1, 2001

                                       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 9, 2001 -
                               195,038,000 shares

                                        1
<PAGE>
                                                                       FORM 10-Q
                                                                   April 1, 2001


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

                                      INDEX


                                                                      Page No.

Part I - Financial Information:

  Item 1.  Consolidated Condensed Financial Statements:
           Consolidated Condensed Balance Sheets -
           April 1, 2001 (Unaudited) and December 31, 2000             3 - 4

           Consolidated Condensed Statements of Income -
           Three Months Ended
           April 1, 2001 and April 2, 2000 (Unaudited)                   5

           Consolidated Condensed Statements of Cash Flows -
           Three Months Ended
           April 1, 2001 and April 2, 2000 (Unaudited)                   6

           Notes to Consolidated Condensed Financial Statements
           (Unaudited)                                                 7 - 9


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


  Item 3.  Quantitative and Qualitative Disclosures About Market Risk    12

Part II - Other Information:

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

Signatures                                                               14

Exhibit Index                                                            15

                                        2
<PAGE>
                                                                       FORM 10-Q
                                                                   April 1, 2001
PART I - CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (In thousands)
<CAPTION>
                                     ASSETS


                                                      April 1,      December 31,
                                                        2001            2000
                                                     (Unaudited)
<S>                                                    <C>            <C>
Current assets:
Cash and cash equivalents                              $266,914       $283,025
Short term investments                                    9,000         25,000
Accounts receivable, less allowance for doubtful
 accounts of $21,048 in 2001 and $20,085 in 2000        318,331        298,041
Inventories:
 Raw materials                                          149,677        120,685
 Work-in-process and finished goods                     181,175        168,347
Total inventories                                       330,852        289,032

Prepaid expenses and other current assets                26,743         23,488

Deferred income taxes                                    41,290         42,024

Total current assets                                    993,130        960,610

Property, plant, and equipment:
 Land, buildings, and improvements                       70,866         72,136
 Machinery and equipment                                183,737        178,558
 Office equipment, furniture, and fixtures               70,794         68,765
 Purchased software                                      27,210         25,633

                                                        352,607        345,092

Less accumulated depreciation and amortization          141,732        133,335

Net property, plant, and equipment                      210,875        211,757

Goodwill and other intangibles                          120,454        122,716

Other assets                                             21,652         22,022

Total assets                                         $1,346,111     $1,317,105
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        3
<PAGE>
                                                                       FORM 10-Q
                                                                   April 1, 2001

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


                                                      April 1,      December 31,
                                                        2001            2000
                                                     (Unaudited)
<S>                                                    <C>            <C>
Current liabilities:
Accounts payable                                       $99,104        $105,031
Accrued expenses                                        37,872          37,346
Accrued compensation                                    20,033          21,708
Accrued sales and marketing programs                    21,212          15,210
Deferred revenue                                        13,046          11,847
Income taxes payable                                    15,310          14,377

Total current liabilities                              206,577         206,119

Deferred tax liability                                  13,703          13,805

Total liabilities                                      220,280         219,924

Shareholders' equity:
Common stock, $.01 par value;
 authorized 450,000 shares; issued 195,158
 shares in 2001 and 195,071 shares in 2000               1,952           1,951
Additional paid-in capital                             116,695         115,381
Retained earnings                                    1,013,370         986,176
Treasury stock, 250 shares, at cost                    (1,551)         (1,551)
Accumulated other comprehensive loss                   (4,635)         (4,776)

Total shareholders' equity                           1,125,831       1,097,181

Total liabilities and shareholders' equity          $1,346,111      $1,317,105
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        4
<PAGE>
                                                                       FORM 10-Q
                                                                   April 1, 2001

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

<CAPTION>
                                                           Three months ended
                                                       April 1,        April 2,
                                                         2001            2000
                                                             (Unaudited)
<S>                                                   <C>             <C>
Net sales                                             $359,688        $311,196

Cost of goods sold                                     234,699         169,241

Gross profit                                           124,989         141,955

Operating expenses:
Marketing, selling, general and administrative          79,245          72,473
Research and development                                13,132           9,305

Total operating expenses                                92,377          81,778

Operating income                                        32,612          60,177

Other income, net                                        5,422           6,170

Earnings before income taxes                            38,034          66,347

Income taxes                                            10,840          19,241

Net income                                             $27,194         $47,106

Basic earnings per share                                  $.14            $.24

Basic weighted average shares outstanding              195,132         193,450

Diluted earnings per share                                $.14            $.24

Diluted weighted average shares outstanding            196,700         199,530
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        5
<PAGE>
                                                                       FORM 10-Q
                                                                   April 1, 2001

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

<CAPTION>
                                                          Three months ended
                                                       April 1,        April 2,
                                                         2001            2000
                                                             (Unaudited)
<S>                                                    <C>             <C>
Cash flows from operating activities:
Net income                                             $27,194         $47,106
Adjustments to reconcile net income to net
  cash provided by operating activities:
Depreciation and amortization of
  property, plant, and equipment                         9,876           7,134
Gain on sale of property, plant, and equipment         (1,337)               -
Deferred income taxes                                      632           4,035
Other non-cash items, net                                4,644             846
Changes in operating assets and liabilities:
Accounts receivable                                   (21,906)           8,913
  Inventories                                         (41,820)        (16,626)
  Prepaid expenses and other current assets            (3,255)         (2,029)
  Other assets                                           (255)           (586)
  Accounts payable                                     (5,927)          12,835
  Accrued expenses                                       5,452         (8,569)
  Income taxes payable                                     933         (7,062)
Net cash (used in) provided by operating activities   (25,769)          45,997

Cash flows from investing activities:
Purchases of held-to-maturity debt securities          (9,000)        (75,000)
Maturities of held-to-maturity debt securities          25,000               -
Capital expenditures                                  (10,401)        (11,318)
Proceeds from sale of property, plant, and
  equipment                                              2,744               -
Net cash provided by (used in) investing activities      8,343        (86,318)

Cash flows from financing activities:
Proceeds from issuances of common stock                  1,315           7,303
Net cash provided by financing activities                1,315           7,303

Net change in cash and cash equivalents               (16,111)        (33,108)
Cash and cash equivalents at beginning of period       283,025         456,325
Cash and cash equivalents at end of period            $266,914        $423,307

Supplemental cash flow disclosures
Cash paid during the period for:
Income taxes (net of refunds)                           $8,509         $21,855
</TABLE>
See accompanying notes to consolidated condensed financial statements.

                                        6
<PAGE>
                                                                       FORM 10-Q
                                                                   April 1, 2001

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   Management Representation

The accompanying unaudited consolidated condensed financial statements should be
read  in  conjunction  with the consolidated financial  statements  included  in
American Power Conversion Corporation's Annual Report on Form 10-K for the  year
ended  December  31,  2000.   In  the opinion of  management,  the  accompanying
unaudited  consolidated condensed financial statements contain  all  adjustments
(consisting of only normal recurring accruals) necessary to present  fairly  the
consolidated  financial position and the consolidated results of operations  and
cash  flows for the interim periods.  The results of operations for the  interim
periods  are not necessarily indicative of results to be expected for  the  full
year.


2.   Principles of Consolidation

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


3.   Earnings Per Share

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

 <TABLE>
 <CAPTION>
 In thousands                                            Three months ended
                                                       April 1,      April 2,
                                                         2001          2000
 <S>                                                   <C>           <C>
 Basic weighted average shares outstanding             195,132       193,450
 Net effect of dilutive potential common shares
   outstanding based on the treasury stock
   method using the average market price                 1,568         6,080
 Diluted weighted average shares outstanding           196,700       199,530

 Antidilutive potential common shares excluded
   from the computation above                            9,797             -
 </TABLE>

                                        7
<PAGE>
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.


5.   Comprehensive Income
The components of comprehensive income, net of tax, are as follows:

 <TABLE>
 <CAPTION>
 In thousands                                            Three months ended
                                                        April 1,    April 2,
                                                          2001        2000
 <S>                                                    <C>         <C>
 Net income                                             $27,194     $47,106
 Other comprehensive income (loss), net of tax:
 Change in foreign currency translation adjustment          141       (790)
 Comprehensive income                                   $27,335     $46,316
 </TABLE>


6.   Short Term Investments

At April 1, 2001, short term investments consisted of investment grade corporate
bonds  with maturities greater than three months and less than or equal  to  one
year  at  the date of acquisition.  Such securities were classified as  held-to-
maturity  and carried at amortized cost.  Management determines the  appropriate
classification of debt securities at the time of purchase and re-evaluates  such
designation  as of each balance sheet date.  Debt securities are  classified  as
held-to-maturity  when  APC has the positive intent and  ability  to  hold  such
securities to maturity.


7.   Operating Segment Information

Basis for presentation
APC  operates  primarily  within  one industry consisting  of  three  reportable
operating  segments  by  which it manages its business and  from  which  various
offerings  are  commonly combined to develop a total solution for the  customer.
These  efforts primarily incorporate the design, manufacture, and  marketing  of
power  protection equipment and related software and accessories  for  computer,
communications,  and  related  equipment.   APC's  three  segments  are:   Small
Systems,  Large  Systems,  and  Other.  Each of these  segments  address  global
markets.   The  Small Systems segment develops power solutions for  servers  and
networking equipment commonly used in local area and wide area networks and  for
personal computers and sensitive electronics; the Large Systems segment produces
large  system solutions that provide power and availability solutions  for  data
centers,  facilities,  and  communications  equipment;  and  the  Other  segment
provides  Web-based  informational, product, and selling  services  as  well  as
replacement batteries for APC's UPS products and notebook computers.

APC  measures  the  profitability of its segments based on  direct  contribution
margin.   Direct contribution margin includes R&D, marketing, and administrative
expenses  directly  attributable to the segments and excludes  certain  expenses
which  are managed outside the reportable segments.  Costs excluded from segment
profit  are  indirect operating expenses, primarily consisting  of  selling  and
corporate  expenses, and income taxes.  Expenditures for additions to long-lived
assets  are  not  tracked  or  reported  by  the  operating  segments,  although
depreciation expense is allocated to and reported by the operating segments.

                                        8
<PAGE>
Summary operating segment information is as follows:

  <TABLE>
  <CAPTION>
  In thousands                                   Three months ended
                                           April 1,              April 2,
                                             2001                  2000
  <S>                                      <C>                   <C>
  Segment net sales
  Small Systems                            $286,284              $281,889
  Large Systems                              64,777                27,524
  Other                                       7,513                     -
  Total segment net sales                   358,574               309,413
  Shipping and handling revenues              1,114                 1,783
  Total net sales                          $359,688              $311,196

  Segment profits
  Small Systems                            $111,453              $128,821
  Large Systems                             (3,255)                 5,692
  Other                                       4,573                     -
  Total segment profits                     112,771               134,513
  Shipping and handling net costs             7,399                 5,797
  Indirect operating expenses                72,760                68,539
  Other income, net                           5,422                 6,170
  Earnings before income taxes              $38,034               $66,347
  </TABLE>



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

RESULTS OF OPERATIONS

Revenues
Net  sales  were  $359.7 million for the first quarter of 2001, an  increase  of
15.6%  compared  to $311.2 million for the same period in 2000.   First  quarter
2001  net  sales  included approximately $26.7 million from the acquisitions  of
Airflow Company, Advance Power, and ABL Electronics.  Excluding the contribution
from  all  three  acquisitions,  revenues in the  first  quarter  of  2001  were
approximately $333.0 million, up 7.0% year-over-year.

APC's  large  systems business, which consists of solutions  for  data  centers,
facilities  and  communications applications, continued to post  strong  growth.
Revenues  in this segment were up 135.3% to $64.8 million and represented  18.0%
of   first  quarter  2001  sales.   Excluding  the  contribution  from  acquired
businesses, revenues in the large systems segment in the first quarter  of  2001
were  up  46.9%  to  $40.4  million.  APC's small  systems  segment,  consisting
primarily of products for PC and networking applications, grew 1.6% versus  last
year's first quarter.  Revenues of the remaining business segment, which was new
in  mid-2000  and  consists primarily of replacement  batteries  and  web  based
services, were $7.5 million of first quarter 2001 total net sales.

On  a geographic basis, the Americas (North and Latin America) represented 62.3%
of  first  quarter 2001 revenues and were up 27.0% year-over-year.  Europe,  the
Middle  East and Africa (EMEA) represented 20.9% of revenues and was  down  9.1%
from  the  first  quarter  of 2000.  Finally, Asia was 16.8%  of  first  quarter
revenues, growing 16.0% year-over-year.  On a constant currency basis, EMEA  was
down 4.9% and Asia grew 22.8% versus the first quarter of 2000.

                                        9
<PAGE>
Cost of Goods Sold
Cost of goods sold was $234.7 million or 65.3% of net sales in the first quarter
of 2001 compared to $169.2 million or 54.4% in the first quarter of 2000.  First
quarter  2001  gross  margin was 34.7% of sales, approximately  10.9  percentage
points  lower  than  the comparable period in 2000.  The year  over  year  gross
margin  erosion resulted from several factors, principally the rapid  growth  of
our  lower  gross  margin large systems segment, the impact of foreign  currency
exchange rate erosion on international sales and margins, particularly in  Asia,
and  the cumulative impact of pricing actions occurring subsequent to the  first
quarter of 2000, combined with the impact of small systems material cost savings
recognized  in the form of favorable purchase price variances taken during  last
year's  first  quarter.  The year over year gross margin erosion for  the  large
systems  segment  resulted  from cost inefficiencies  resulting  from  continued
global capacity expansion.  Total inventory reserves at April 1, 2001 were $21.0
million  compared to $20.5 million at December 31, 2000.  APC's reserve estimate
methodology  involves quantifying the total inventory position having  potential
loss  exposure,  reduced  by an amount reasonably forecasted  to  be  sold,  and
adjusting its interim reserve provisioning to cover the net loss exposure.

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

SG&A expenses were $79.2 million or 22.0% of net sales for the first quarter  of
2001  compared to $72.5 million or 23.3% of net sales for the first  quarter  of
2000.   The increase in total spending over last year was due primarily to costs
associated  with  increased  staffing and  operating  expenses  of  selling  and
administrative functions.  The allowance for doubtful accounts at April 1,  2001
was  6.2%  of accounts receivable, compared to 6.3% at December 31,  2000.   APC
continues  to  experience  strong collection performance.   Accounts  receivable
balances  outstanding  over 60 days represented 18.7% of  total  receivables  at
April  1,  2001, up from 13.4% at December 31, 2000.  This increase reflects  in
part  a  growing  portion of APC's business originating in  areas  where  longer
payment terms are customary, including a growing contribution from international
markets, as well as the product mix shift towards large systems business,  which
typically  carries  longer sales cycles and collection  cycles.   Write-offs  of
uncollectible accounts have historically represented less than 1% of  total  net
sales.  A majority of international customer balances are covered by receivables
insurance.

R&D expenses were $13.1 million or 3.7% of net sales and $9.3 million or 3.0% of
net  sales for the first quarters of 2001 and 2000, respectively.  Large systems
segment R&D spending accounted for approximately 70% of total R&D spending.  The
increase  in total R&D spending primarily reflects increased numbers of software
and  hardware  engineers and costs associated with new product  development  and
engineering support.

Other Income, Net and Income Taxes
Other  income is comprised principally of interest income combined with  a  $1.3
million  gain  in  the  first  quarter of 2001 on the  sale  of  a  building  in
Billerica, Massachusetts.  Interest income was lower during the first quarter of
2001  compared  to the first quarter of 2000 due to lower average cash  balances
available for investment during the first quarter of 2001.

Our  effective  income  tax rates were approximately 28.5%  and  29.0%  for  the
quarters  ended April 1, 2001 and April 2, 2000, respectively.  The decrease  in
the effective tax rate from last year is due to the expected tax savings from an
increasing portion of taxable earnings being generated from APC's operations  in
jurisdictions  currently having a lower income tax rate than  the  present  U.S.
statutory income tax rate.

LIQUIDITY AND CAPITAL RESOURCES

Working  capital at April 1, 2001 was $786.6 million compared to $754.5  million
at  December  31,  2000.   APC  has been able to increase  its  working  capital
position  as  the  result  of strong operating results  and  despite  internally
financing  the working and long term capital investments required to expand  its
operations.   Our  cash, cash equivalents, and short term  investments  position
decreased to $275.9 million at April 1, 2001 from $308.0 million at December 31,
2000.

                                       10
<PAGE>
Worldwide  inventories were $330.9 million at April 1, 2001 compared  to  $289.0
million  at  December  31, 2000.  Like many other vendors participating  in  the
communications and Internet infrastructure build-out, APC has been  impacted  by
the  rapid decline in forecasted demands during the fourth quarter of  2000  and
the  first quarter of 2001.  Additionally, despite our growth rate in the  large
systems  space,  APC  experienced  first  quarter  shipment  cancellations   and
rescheduled  sales orders from customers in the telecommunications  and  service
provider  industry, while our global capacity expansion and rebalancing  in  our
large  systems  business drove the need for additional safety stock.   Inventory
levels  as  a percentage of quarterly sales were 92.0% in the first  quarter  of
2001, up from 71.0% in the fourth quarter of 2000.  This increase was due to the
first quarter 2001 inventory build combined with the typical seasonal decline in
net sales from the fourth quarter to the first quarter of each year.

At  April 1, 2001, we had $65.0 million available for future borrowings under an
unsecured  line  of credit agreement at a floating interest rate  equal  to  the
bank's  cost  of funds rate plus .625% and an additional $7.0 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 April 1,  2001.
APC  had no significant financial commitments, other than those required in  the
normal course of business, at April 1, 2001.

During  the  first  quarter of 2001, our capital expenditures,  net  of  capital
grants, consisted primarily of manufacturing and office equipment, buildings and
improvements,  and  purchased software applications.  The nature  and  level  of
capital spending was made to improve manufacturing capabilities, principally  in
the  Far  East and Europe, and to support the increased marketing, selling,  and
administrative efforts necessitated by our growth.  First quarter  2001  capital
spending  included  large systems segment global capacity expansion  into  lower
cost locations more approximate to local end-user customers and markets, as well
as development of infrastructure to support emerging growth in the large systems
space.   Substantially all of APC's net capital expenditures were financed  from
available  operating cash.  We had no material capital commitments at  April  1,
2001.

APC  has  agreements  with  the  Industrial Development  Authority  of  Ireland,
otherwise known as the IDA.  Under these agreements, we receive grant monies for
costs  incurred  for  machinery, equipment, and building  improvements  for  our
Galway  and  Castlebar  facilities.  These grants are  equal  to  40%  and  60%,
respectively, of such costs up to a maximum of $13.1 million for Galway and $1.3
million  for  Castlebar.  Such grant monies are subject to APC  meeting  certain
employment goals and maintaining operations in Ireland until termination of  the
respective agreements.

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

Foreign Currency Activity
We  invoice  our  customers  in  various currencies.   Realized  and  unrealized
transaction  gains or losses are included in the results of operations  and  are
measured  based upon the effect of changes in exchange rates on  the  actual  or
expected amount of functional currency cash flows.

At  April  1,  2001,  APC's  unhedged foreign currency accounts  receivable,  by
currency, were as follows:

         <TABLE>
         <CAPTION>
         In thousands           Foreign Currency           US Dollars
         <S>                           <C>                    <C>
         European Euros                   29,263              $25,948
         British Pounds                   17,097               24,565
         Japanese Yen                  2,629,966               21,500
         Swiss Francs                     16,098                9,327
         German Marks                     11,179                5,068
         French Francs                    33,360                4,509
         </TABLE>

                                       11
<PAGE>
APC also had non-trade receivables denominated in Irish Pounds of approximately
US$3.3 million, liabilities denominated in various European currencies of
approximately US$52.4 million, and liabilities denominated in Japanese Yen of
approximately US$7.7 million.

We  continually review our foreign exchange exposure and consider  various  risk
management  techniques, including the netting of foreign currency  receipts  and
disbursements, rate protection agreements with customers/vendors and derivatives
arrangements, including foreign exchange contracts.  We presently do not utilize
rate protection agreements or derivative arrangements.

Recently Issued Accounting Standard
In  June  1998,  the  Financial Accounting Standards Board issued  Statement  of
Financial  Accounting  Standards  (SFAS)  No.  133,  Accounting  for  Derivative
Instruments  and Hedging Activities, which establishes accounting and  reporting
standards  for derivative instruments, including certain derivative  instruments
embedded in other contracts (collectively referred to as derivatives),  and  for
hedging activities.  This Statement became effective for APC on January 1, 2000.
The  adoption  of  this Statement did not have any impact on APC's  consolidated
financial  position or results of operations as we presently do not utilize  any
derivative instruments.

Factors That May Affect Future Results
This  document  contains  forward-looking  statements  that  involve  risks  and
uncertainties.    Our  actual  results  could  differ  materially   from   those
anticipated in these forward looking statements as a result of certain  factors,
including the risks faced by us described below and elsewhere in this document.

The  factors  that could cause actual results to differ materially  include  the
following:   our   ability  to  successfully  integrate  and  operate   acquired
businesses;  the  timely development and acceptance of new  products;  ramp  up,
expansion  and rationalization of global manufacturing capacity; our ability  to
effectively  align operating expenses and production capacity with  the  current
demand  environment;  impact  on  order management  and  fulfillment,  financial
reporting   and   supply  chain  management  processes  as  a  result   of   our
implementation  of Oracle 11i commenced in the first quarter  of  2001;  general
worldwide economic conditions, and, in particular, the possibility that  the  PC
and related markets decline more dramatically than currently anticipated; growth
rates in the power protection industry and related industries, including but not
limited  to  the  PC,  server,  networking, telecommunications,  and  enterprise
hardware  industries;  competitive factors and pricing  pressures;  product  mix
changes  and  the potential negative impact on gross margins from such  changes;
changes in the seasonality of demand patterns; inventory risks due to shifts  in
market  demand;  component  constraints and shortages;  risk  of  nonpayment  of
accounts receivable; the uncertainty of the litigation process including risk of
an  unexpected,  unfavorable  result of current or future  litigation;  risk  of
disruption  to Asian manufacturing operations due to political instability;  and
the  risks  described from time to time in our filings with the  Securities  and
Exchange  Commission.  APC cautions readers not to place undue reliance  on  any
such  forward-looking statements, which speak only as of the date they are made.
APC disclaims any obligation to publicly update or revise any such statements to
reflect  any  change  in  APC's  expectations  or  in  events,  conditions,   or
circumstances on which any such statements may be based, or that may affect  the
likelihood that actual results will differ from those set forth in the  forward-
looking statements.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

                                       12
<PAGE>
PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)  Exhibits

Exhibit No. 3.01  Articles of Organization of the Company, as amended,
                  previously filed as an exhibit to the Company's Quarterly
                  Report  on  Form   10-Q  for  the  fiscal  quarter  ended
                  June  27, 1999 and incorporated herein by reference
                  (File No. 1-12432)

Exhibit No. 3.02  By-Laws  of  the Company, as amended and restated,  previously
                  filed as an exhibit to the Company's Annual Report on
                  Form 10-K for the  fiscal year ended December 31, 1998 and
                  incorporated herein by reference (File No. 1-12432)

Exhibit No. 10    Form  of  Change-in Control Severance Agreement  dated  as  of
                  February  7,  2001  entered  into by  the  Company  with
                  Edward  W. Machala,   previously  filed  as  Exhibit  10.25
                  to  the  Company's Quarterly  Report on Form 10-Q for the
                  fiscal quarter ended  October 1, 2000 and incorporated herein
                  by reference (File No. 1-12432) (X)

(X)  Indicates  a  management  contract  or any compensatory  plan,  contract
     or arrangement.

(B)  Reports on Form 8-K

No reports on Form 8-K were filed by American Power Conversion Corporation
during the quarter ended April 1, 2001.

                                       13
<PAGE>
                                                                       FORM 10-Q
                                                                   April 1, 2001


                                   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 16, 2001


                               /s/ Donald M. Muir

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

                                       14
<PAGE>
                                                                       FORM 10-Q
                                                                   April 1, 2001



             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit      Description                                                       Page No
Number
<S>          <C>                                                               <C>
3.01         Articles   of  Organization  of  the  Company,  as  amended,
             previously  filed  as an exhibit to the Company's  Quarterly
             Report  on Form 10-Q for the fiscal quarter ended  June  27,
             1999  and  incorporated  herein by reference  (File  No.  1-
             12432)

3.02         By-Laws  of the Company, as amended and restated, previously
             filed  as an exhibit to the Company's Annual Report on  Form
             10-K  for  the  fiscal  year ended  December  31,  1998  and
             incorporated herein by reference (File No. 1-12432)

10           Form  of Change-in Control Severance Agreement dated  as  of
             February 7, 2001 entered into by the Company with Edward  W.
             Machala,  previously filed as Exhibit 10.25 to the Company's
             Quarterly  Report on Form 10-Q for the fiscal quarter  ended
             October  1, 2000 and incorporated herein by reference  (File
             No. 1-12432) (X)
</TABLE>

(X)  Indicates a management contract or any compensatory plan, contract or
     arrangement.

                                       15