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 October 1, 2000

                                       or

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


                         Commission File Number: 1-12432


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


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


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


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

                            YES  [ X ]    NO  [   ]


  Registrant's Common Stock outstanding, $.01 par value, at November 9, 2000 -
                               194,744,000 shares

                                        1
<PAGE>
                                                                       FORM 10-Q
                                                                 October 1, 2000


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

                                      INDEX

                                                                     Page No.
Part I - Financial Information:

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

               Consolidated Condensed Statements of Income -
               Three Months and Nine Months Ended
               October 1, 2000 and September 26, 1999 (Unaudited)        5

               Consolidated Condensed Statements of Cash Flows -
               Three Months and Nine Months Ended
               October 1, 2000 and September 26, 1999 (Unaudited)        6

               Notes to Consolidated Condensed Financial Statements
               (Unaudited)                                             7 - 10


     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations                    10 - 14


     Item 3.   Quantitative and Qualitative Disclosures About
               Market Risk                                               14

Part II - Other Information:

     Item 1.   Legal Proceedings                                         15

     Item 6.   Exhibits and Reports on Form 8-K                          15

Signatures                                                               16

Exhibit Index                                                            17

                                        2
<PAGE>
                                                                       FORM 10-Q
                                                                 October 1, 2000
PART I - CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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

                                     ASSETS
<CAPTION>
                                                 October 1,           December 31,
                                                      2000                   1999
                                                (Unaudited)
<S>                                               <C>                    <C>

Current assets:
Cash and cash equivalents                         $339,754               $456,325
Short term investments                              25,000                      -
Accounts receivable,
 less allowance for doubtful accounts of
 $18,620 in 2000 and $19,543 in 1999               277,879                216,810
Inventories:
 Raw materials                                     121,073                 60,708
 Work-in-process and finished goods                135,696                115,769
Total inventories                                  256,769                176,477

Prepaid expenses and other current assets           23,731                 18,283

Deferred income taxes                               29,607                 31,962

Total current assets                               952,740                899,857

Property, plant, and equipment:
 Land, buildings and improvements                   64,113                 58,220
 Machinery and equipment                           166,999                130,031
 Office equipment, furniture, and fixtures          65,332                 55,284
 Purchased software                                 21,559                 17,114

                                                   318,003                260,649

Less accumulated depreciation and amortization     124,430                103,422

Net property, plant, and equipment                 193,573                157,227

Goodwill and other intangibles                     110,235                 48,239

Other assets                                        22,498                  1,615


Total assets                                    $1,279,046             $1,106,938

</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        3
<PAGE>
                                                                       FORM 10-Q
                                                                 October 1, 2000
<TABLE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
                                 (In thousands)

                      LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
                                                 October 1,           December 31,
                                                      2000                   1999
                                                (Unaudited)
<S>                                               <C>                     <C>
Current liabilities:
Accounts payable                                  $126,124                $78,641
Accrued expenses                                    41,780                 41,966
Accrued compensation                                19,462                 25,743
Accrued sales and marketing programs                17,376                 16,853
Income taxes payable                                10,712                 30,616

Total current liabilities                          215,454                193,819

Deferred tax liability                              14,682                 11,029

Total liabilities                                  230,136                204,848

Shareholders' equity:
Common stock, $.01 par value;
 authorized 450,000 shares; issued 194,908
 shares in 2000 and 193,339 shares in 1999           1,949                  1,933
Additional paid-in capital                         105,784                 82,989
Retained earnings                                  947,753                820,525
Treasury stock, 250 shares, at cost                (1,551)                (1,551)
Accumulated other comprehensive income (loss)      (5,025)                (1,806)

Total shareholders' equity                       1,048,910                902,090

Total liabilities and shareholders' equity      $1,279,046             $1,106,938

</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                       4
<PAGE>
                                                                       FORM 10-Q
                                                                 October 1, 2000
<TABLE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                    (In thousands, except earnings per share)

<CAPTION>
                                    Nine months ended               Three months ended
                                October 1,   September 26,       October 1,  September 26,
                                     2000            1999             2000           1999
                                                        (Unaudited)

<S>                            <C>               <C>              <C>            <C>
Net sales                      $1,070,135        $948,567         $394,977       $355,920

Cost of goods sold                591,867         520,922          227,079        188,983

Gross profit                      478,268         427,645          167,898        166,937

Operating expenses:
Marketing, selling, general
   and administrative             237,095         211,451           81,050         74,025
Special charges                    47,900               -           17,500              -
Research and development           32,728          25,951           11,800          8,176

Total operating expenses          317,723         237,402          110,350         82,201

Operating income                  160,545         190,243           57,548         84,736

Other income, net                  18,650           7,959            5,846          3,388

Earnings before income taxes      179,195         198,202           63,394         88,124

Income taxes                       51,967          58,470           18,385         25,997

Net income                       $127,228        $139,732          $45,009        $62,127

Basic earnings per share           $  .66          $  .73           $  .23         $  .32

Basic weighted average shares
   outstanding                    194,059         191,998          194,600        192,272

Diluted earnings per share         $  .64          $  .71           $  .22         $  .32

Diluted weighted average shares
   outstanding                    200,274         195,926          200,112        196,621

</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        5
<PAGE>
                                                                       FORM 10-Q
                                                                 October 1, 2000
<TABLE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<CAPTION>
                                       Nine months ended              Three months ended
                                   October 1,   September 26,     October 1,  September 26,
                                        2000            1999           2000           1999
                                                          (Unaudited)
<S>                                 <C>             <C>             <C>            <C>
Cash flows from
  operating activities:
Net income                          $127,228        $139,732        $45,009        $62,127
Adjustments to reconcile
  net income to net cash
  provided by (used in)
  operating activities:
Depreciation                          22,692          16,606          7,848          6,232
Deferred income taxes                  6,008         (2,216)            660          2,059
Other non-cash items, net              3,456           6,213            742          2,779
Changes in operating assets and
  liabilities excluding effects
  of acquisitions:
    Accounts receivable             (49,273)        (66,200)       (28,250)       (47,771)
    Inventories                     (64,215)          30,094       (32,780)         33,308
    Prepaid expenses and
     other current assets            (7,413)         (1,195)        (2,720)          4,467
    Other assets                    (19,749)             529          (477)            132
    Accounts payable                  34,641           8,641         15,820          1,235
    Accrued expenses                 (8,734)          14,233          (102)          1,526
    Income taxes payable            (20,087)         (1,200)        (9,479)        (3,066)
Net cash provided by (used in)
  operating activities                24,554         145,237        (3,729)         63,028

Cash flows from investing
  activities:
Purchases of held-to-maturity
  debt securities                   (75,000)               -              -              -
Maturities of held-to-maturity
  debt securities                     50,000               -         50,000              -
Capital expenditures, net of
  capital grants                    (56,014)        (21,562)       (16,287)        (7,658)
Proceeds from sale of property,
  plant, and equipment                     -           1,100              -          1,100
Acquisitions                        (78,922)         (8,310)              -              -
Net cash provided by (used in)
  investing activities             (159,936)        (28,772)         33,713        (6,558)

Cash flows from financing
  activities:
Proceeds from issuances of
  common stock                        18,811           6,927          2,105          3,479
Repayment of short term debt               -        (12,380)              -          (848)
Net cash provided by (used in)
  financing activities                18,811         (5,453)          2,105          2,631

Net change in cash and cash
  equivalents                      (116,571)         111,012         32,089         59,101
Cash and cash equivalents at
  beginning of period                456,325         219,908        307,665        271,819
Cash and cash equivalents at
  end of period                     $339,754        $330,920       $339,754       $330,920

Supplemental cash flow disclosures:
Cash paid during the period for
   income taxes (net of refunds)     $63,902         $58,664        $25,614        $26,399

</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        6
<PAGE>
                                                                       FORM 10-Q
                                                                 October 1, 2000


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


1.   Management Representation

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


2.   Principles of Consolidation

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


3.   Earnings Per Share

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

<TABLE>
<CAPTION>
In thousands                               Nine months ended            Three months ended
                                       October 1,  September 26,    October 1,  September 26,
                                            2000           1999          2000           1999
<S>                                      <C>            <C>           <C>            <C>
Basic weighted average
   shares outstanding                    194,059        191,998       194,600        192,272
Net effect of dilutive potential
   common shares outstanding based
   on the treasury stock method
   using the average market price          6,215          3,928         5,512          4,349
Diluted weighted average
   shares outstanding                    200,274        195,926       200,112        196,621

Antidilutive potential common
   shares excluded from the
   computation above                           -            725           281            260
</TABLE>

                                        7
<PAGE>

4.   Shareholders' Equity

Changes  in common stock and paid-in capital for the periods presented represent
the  issuances  of  common stock resulting from the exercise of  employee  stock
options  and  the second quarter 2000 acquisition of ABL Electronics Corporation
(see  "Acquisitions"  in  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations below).


5.   Comprehensive Income

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

<TABLE>
<CAPTION>
In thousands                           Nine months ended           Three months ended
                                  October 1,  September 26,    October 1,  September 26,
                                       2000           1999          2000           1999
<S>                                <C>            <C>            <C>            <C>
Net income                         $127,228       $139,732       $45,009        $62,127

Other comprehensive income
   (loss), net of taxes:
Change in foreign currency
   translation adjustment           (3,219)        (1,192)       (2,451)            510
Other comprehensive income (loss)   (3,219)        (1,192)       (2,451)            510

Comprehensive income               $124,009       $138,540       $42,558        $62,637
</TABLE>


6.   Short Term Investments

At  October  1,  2000, short term investments consisted of U.S. Government  debt
securities with original maturities greater than three months and less  than  or
equal  to  one  year.   Such securities were classified as held-to-maturity  and
carried at amortized cost.  Management determines the appropriate classification
of  debt securities at the time of purchase and re-evaluates such designation as
of  each balance sheet date.  Debt securities are classified as held-to-maturity
when the Company has the positive intent and ability to hold such securities  to
maturity.


7.   Acquisitions

Advance Power
Early  in the second quarter of 2000, the Company acquired Advance International
Group  subsidiary,  Advance Power, a U.K.-based manufacturer of  DC-based  power
solutions used in telecommunications and Internet applications, for $75  million
in  cash  plus  direct  costs of the acquisition.  The  Company's  cash  outlays
associated  with the acquisition were financed from operating cash.  At  October
1,  2000, the excess of the purchase price over the estimated fair value of  the
tangible net assets acquired was included in goodwill and is being amortized  on
a  straight-line basis over 15 years.  The allocation is preliminary and subject
to  change  upon completion of valuation of tangible and identifiable intangible
assets.   The acquisition has been accounted for as a purchase and, accordingly,
Advance Power's results of operations are included in the Company's consolidated
financial statements from the date of acquisition.

                                        8
<PAGE>

ABL Electronics Corporation
Early  in  the  second quarter of 2000, the Company acquired privately-held  ABL
Electronics  Corporation  ("ABL"), a North American  provider  of  computer  and
network  cables, switches, and other connectivity products, for $8 million  paid
in  a combination of cash and stock, plus direct costs of the acquisition.   The
Company's  cash  outlays  associated with the  acquisition  were  financed  from
operating cash.  In partial consideration thereof, the Company agreed  to  issue
to  the stockholders of ABL Electronics an aggregate of 113,273 shares of common
stock  of  the  Company  valued  at $35.313 per share  in  a  private  placement
transaction, of which, on April 28, 2000, the Company issued 84,955 shares,  and
held  back,  without issuance, 28,318 shares of common stock of the  Company  to
cover  any  reimbursable  claims  arising under the  applicable  stock  purchase
agreement.   At  October  1, 2000, the excess of the  purchase  price  over  the
estimated  fair  value  of  the tangible net assets  acquired  was  included  in
goodwill  and  is being amortized on a straight-line basis over 15  years.   The
allocation is preliminary and subject to change upon completion of valuation  of
tangible and identifiable intangible assets.  The acquisition has been accounted
for as a purchase and, accordingly, ABL's results of operations are included  in
the Company's consolidated financial statements from the date of acquisition.

Subsequent Event - Airflow Company
Early in the fourth quarter of 2000, the Company acquired privately held Airflow
Company  ("Airflow"),  a leading precision cooling equipment  manufacturer,  for
$22.5  million in cash plus the assumption of up to $7.5 million in  debt.   The
Company's  cash  outlays  associated with the  acquisition  were  financed  from
operating  cash.   The  acquisition will be accounted for  as  a  purchase  and,
accordingly,  the  purchase price will be allocated  to  the  net  tangible  and
identifiable  intangible assets acquired, and Airflow's  results  of  operations
will  be  included in the Company's consolidated financial statements  from  the
date of acquisition.


8.   Special Charges

During  the  third  and second quarters of 2000, the Company agreed  to  license
worldwide patent rights relating to uninterruptible power supply technology  for
lump-sum cash payments of $17.0 million and $48.0 million, respectively, as more
fully  described under Part II, Item 1 - Legal Proceedings.  These license  fees
were  paid  from  operating cash during the third and second quarters  of  2000,
respectively.   The  Company evaluated the portion  of  the  license  fees  that
represented payment for prior use of the subject technology and the portion that
represented  payment for future use.  Considering each of the Company's  markets
and  the  historical  and projected revenue realized in  markets  utilizing  the
licensed  technology,  the  Company  estimated  the  present  value  of  royalty
payments,  basing  this  calculation on an  appropriate  royalty  rate  and  the
technology's  contribution to the overall value of affected products.   Separate
present  values  were calculated for both historic and projected product  sales;
the  historic  values were expensed and the projected values  were  capitalized.
Accordingly,  write-offs of the fully paid-up portions of  the  patent  licenses
were  recognized in the Company's statements of income for the third and  second
quarters  of  2000 as special charges to pre-tax earnings of $17.5  million  and
$30.4 million, respectively, including direct expenses of $1.5 million and  $1.9
million, respectively.  The remaining balances of $1.0 million and $19.5 million
have  been classified on the consolidated balance sheet as long term assets  and
are  being  amortized  on  a  straight-line basis over  3  years  and  9  years,
respectively, the estimated remaining economic lives of the patent licenses.


9.   Operating Segment Information

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

                                        9
<PAGE>

Summary operating segment information is as follows:
<TABLE>
<CAPTION>
In thousands                                Nine months ended              Three months ended
                                       October 1,    September 26,     October 1,  September 26,
                                            2000             1999           2000           1999
<S>                                   <C>                <C>            <C>            <C>
Net sales                             $1,070,135         $948,567       $394,977       $355,920

Segment direct contribution margin      $435,584         $396,094       $151,250       $156,052
Indirect operating expenses              227,139          205,851         76,202         71,316
Special charges                           47,900                -         17,500              -
Other income, net                         18,650            7,959          5,846          3,388
Earnings before income taxes            $179,195         $198,202        $63,394        $88,124
</TABLE>



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

RESULTS OF OPERATIONS:

Revenues
Net  sales  were  $395.0 million for the third quarter of 2000, an  increase  of
11.0% compared to $355.9 million for the same period in 1999.  Net sales for the
first  nine months of 2000 were $1.1 billion compared to $948.6 million in 1999,
an  increase of 12.8%.  The growth in net sales in the third quarter  and  first
nine  months  of  2000 from the comparable periods in 1999 was  attributable  to
growth in the Company's high-end and enterprise businesses, combined with  $16.5
million  and $12.9 million in third and second quarter 2000 sales, respectively,
attributable  to  Advance Power and ABL Electronics (see "Acquisitions"  below).
Third  quarter  and  first  nine months of 2000 net  sales  growth  was  led  by
increases  in Asia and the Americas.  Net sales in the Asia Pacific region  grew
40%  and  41%,  respectively, while net sales in the Americas (North  and  Latin
America) grew 6% and 12%, respectively.  Net sales in EMEA (Europe, Middle  East
and  Africa) increased 8% and 2%, respectively, reflecting continued IT industry
softness  as  well as the impact of currency movements.  On a constant  currency
basis,  EMEA net sales for the third quarter of 2000 grew 16% versus  the  third
quarter  of 1999 while EMEA net sales for the first nine months of 2000 grew  9%
versus the first nine months of 1999.

Cost of Goods Sold
Cost of goods sold was $227.1 million or 57.5% of net sales in the third quarter
of 2000 compared to $189.0 million or 53.1% of net sales in the third quarter of
1999.   Cost of goods sold was $591.9 million or 55.3% of net sales in the first
nine months of 2000 compared to $520.9 million or 54.9% in the first nine months
of  1999.  Third quarter 2000 gross margin was 42.5% of net sales, approximately
440  basis  points lower than the comparable period in 1999.  First nine  months
2000  gross  margin was 44.7% of net sales, approximately 40 basis points  lower
than  the  comparable period in 1999.  Increased manufacturing costs  associated
with  the ramp up of production and supply chain capacity for Three-Phase Silcon
products,  shifts  in  product  mix, and price reductions  on  desktop  products
contributed  to  the  year-over-year  gross  margin  erosion.   Total  inventory
reserves  at  October 1, 2000 were $20.0 million compared to  $17.1  million  at
December   31,  1999.   The  Company's  reserve  estimate  methodology  involves
quantifying the total inventory position having potential loss exposure, reduced
by an amount reasonably forecasted to be sold, and adjusting its interim reserve
provisioning to cover the net loss exposure.

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

                                        10
<PAGE>

SG&A expenses were $81.1 million or 20.5% of net sales for the third quarter  of
2000  compared to $74.0 million or 20.8% of net sales for the third  quarter  of
1999.   SG&A  expenses were $237.1 million or 22.2% of net sales for  the  first
nine  months  of 2000 compared to $211.5 million or 22.3% of net sales  for  the
first  nine months of 1999.  The increase in total spending over last  year  was
due primarily to costs associated with increased staffing and operating expenses
of  selling, administrative, and marketing functions, while the slight  decrease
as  a  percentage of net sales was attributable to certain fixed  SG&A  expenses
spread over a higher revenue base.  The Company continues to invest in sales and
marketing  programs associated with the ramp up of its high-end UPS business  in
the enterprise and data center marketplace.  The allowance for doubtful accounts
at October 1, 2000 was 6.3% of accounts receivable, compared to 8.3% at December
31,  1999.   The Company continues to experience strong collection  performance.
Accounts receivable balances outstanding over 60 days represented 11.4% of total
receivables  at  October  1,  2000, up from 9.0% at  December  31,  1999.   This
increase  reflects  a growing portion of the Company's business  originating  in
areas where longer payment terms are customary, including a growing contribution
from  international markets as well as large system enterprise  sales  primarily
associated  with  Silcon  products.  Write-offs of uncollectible  accounts  have
historically  represented  less  than 1% of total  net  sales.   A  majority  of
international customer balances are covered by receivables insurance.

During  the  third  and second quarters of 2000, the Company agreed  to  license
worldwide patent rights relating to uninterruptible power supply technology  for
lump-sum cash payments of $17.0 million and $48.0 million, respectively, as more
fully  described under Part II, Item 1 - Legal Proceedings.  These license  fees
were  paid  from  operating cash during the third and second quarters  of  2000,
respectively.   The  Company evaluated the portion  of  the  license  fees  that
represented payment for prior use of the subject technology and the portion that
represented  payment for future use.  Considering each of the Company's  markets
and  the  historical  and projected revenue realized in  markets  utilizing  the
licensed  technology,  the  Company  estimated  the  present  value  of  royalty
payments,  basing  this  calculation on an  appropriate  royalty  rate  and  the
technology's  contribution to the overall value of affected products.   Separate
present  values  were calculated for both historic and projected product  sales;
the  historic  values were expensed and the projected values  were  capitalized.
Accordingly,  write-offs of the fully paid-up portions of  the  patent  licenses
were  recognized in the Company's statements of income for the third and  second
quarters  of  2000 as special charges to pre-tax earnings of $17.5  million  and
$30.4 million, respectively, including direct expenses of $1.5 million and  $1.9
million, respectively.  The remaining balances of $1.0 million and $19.5 million
have  been classified on the consolidated balance sheet as long term assets  and
are  being  amortized  on  a  straight-line basis over  3  years  and  9  years,
respectively, the estimated remaining economic lives of the patent licenses.

R&D expenses were $11.8 million or 3.0% of net sales and $8.2 million or 2.3% of
net  sales  for  the  third quarters of 2000 and 1999, respectively,  and  $32.7
million  or  3.1% of net sales and $26.0 million or 2.7% of net  sales  for  the
first  nine month periods of 2000 and 1999, respectively.  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, which increased  from
1999 to 2000 due to higher average cash balances available for investment during
2000.

The  Company's effective income tax rates were approximately 29.0% and 29.5% for
the  quarters  and  nine month periods ended October 1, 2000 and  September  26,
1999,  respectively.  The decrease in the effective tax rate from last  year  is
due  to  the expected tax savings from an increasing portion of taxable earnings
being  generated from the Company's operations in jurisdictions currently having
a lower income tax rate than the present U.S. statutory income tax rate.

LIQUIDITY AND CAPITAL RESOURCES

Working capital at October 1, 2000 was $737.3 million compared to $706.0 million
at December 31, 1999.  The Company has been able to increase its working capital
position  as  the  result  of  continued strong operating  results  and  despite
internally financing the acquisitions, capital investment required to expand its
operations,  and payments related to licenses obtained in 2000.   The  Company's
cash  and short term investments position decreased to $364.8 million at October
1,  2000  from $456.3 million at December 31, 1999, due primarily to  third  and
second  quarter  2000 outlays from operating cash related to  acquisitions  (see
"Acquisitions" below) and the licensing of worldwide patent rights  relating  to
uninterruptible  power  supply  technology  (see  "Part  II,  Item  1  -   Legal
Proceedings).

                                       11
<PAGE>

Worldwide inventories were $256.8 million at October 1, 2000 compared to  $176.5
million at December 31, 1999.  The increase in inventories during the first nine
months  of  2000  was  principally attributable  to  increases  in  on-hand  raw
materials  to  support  current  and  anticipated  demand  growth  for  high-end
products, combined with $18.4 million in inventory attributable to Advance Power
and  ABL  Electronics  (see  "Acquisitions"  below).   Inventory  levels  as   a
percentage of quarterly sales were 65% in the third quarter of 2000, up from 61%
in the second quarter of 2000 and 45% in the fourth quarter of 1999.

At  October 1, 2000, the Company had $50 million available for future borrowings
under an unsecured line of credit agreement at a floating interest rate equal to
the  bank's  cost  of funds rate plus .625%; an additional $15  million  and  $7
million  were available under unsecured line of credit agreements with a  second
and  third bank at similar interest rates.  No borrowings were outstanding under
these  facilities at October 1, 2000.  The Company had no significant  financial
commitments,  other  than those required in the normal course  of  business,  at
October 1, 2000.

Capital  investment  for  the first nine months of 2000 consisted  primarily  of
manufacturing  and office equipment, buildings and improvements,  and  purchased
software  applications.  The nature and level of capital spending  was  made  to
improve  manufacturing capabilities, principally in the U.S. and the  Far  East,
and  to  support  the  increased marketing, selling, and administrative  efforts
necessitated  by the Company's growth.  Net capital expenditures  were  financed
from available operating cash.  The Company had no material capital commitments,
other than those required in the normal course of business, at October 1, 2000.

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

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

Acquisitions

Advance Power
Early  in the second quarter of 2000, the Company acquired Advance International
Group  subsidiary,  Advance Power, a U.K.-based manufacturer of  DC-based  power
solutions used in telecommunications and Internet applications, for $75  million
in  cash  plus  direct  costs of the acquisition.  The  Company's  cash  outlays
associated  with the acquisition were financed from operating cash.  At  October
1,  2000, the excess of the purchase price over the estimated fair value of  the
tangible net assets acquired was included in goodwill and is being amortized  on
a  straight-line basis over 15 years.  The allocation is preliminary and subject
to  change  upon completion of valuation of tangible and identifiable intangible
assets.   The acquisition has been accounted for as a purchase and, accordingly,
Advance Power's results of operations are included in the Company's consolidated
financial statements from the date of acquisition.

ABL Electronics Corporation
Early  in  the  second quarter of 2000, the Company acquired privately-held  ABL
Electronics  Corporation  ("ABL"), a North American  provider  of  computer  and
network  cables, switches, and other connectivity products, for $8 million  paid
in  a combination of cash and stock, plus direct costs of the acquisition.   The
Company's  cash  outlays  associated with the  acquisition  were  financed  from
operating cash.  In partial consideration thereof, the Company agreed  to  issue
to  the stockholders of ABL Electronics an aggregate of 113,273 shares of common
stock  of  the  Company  valued  at $35.313 per share  in  a  private  placement
transaction, of which, on April 28, 2000, the Company issued 84,955 shares,  and
held  back,  without issuance, 28,318 shares of common stock of the  Company  to
cover  any  reimbursable  claims  arising under the  applicable  stock  purchase
agreement.   At  October  1, 2000, the excess of the  purchase  price  over  the
estimated  fair  value  of  the tangible net assets  acquired  was  included  in
goodwill  and  is being amortized on a straight-line basis over 15  years.   The
allocation is preliminary and subject to change upon completion of valuation  of
tangible and identifiable intangible assets.  The acquisition has been accounted
for as a purchase and, accordingly, ABL's results of operations are included  in
the Company's consolidated financial statements from the date of acquisition.

                                       12
<PAGE>

Subsequent Event - Airflow Company
Early in the fourth quarter of 2000, the Company acquired privately held Airflow
Company  ("Airflow"),  a leading precision cooling equipment  manufacturer,  for
$22.5  million in cash plus the assumption of up to $7.5 million in  debt.   The
Company's  cash  outlays  associated with the  acquisition  were  financed  from
operating  cash.   The  acquisition will be accounted for  as  a  purchase  and,
accordingly,  the  purchase price will be allocated  to  the  net  tangible  and
identifiable  intangible assets acquired, and Airflow's  results  of  operations
will  be  included in the Company's consolidated financial statements  from  the
date of acquisition.

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

At October 1, 2000, the Company's unhedged foreign currency accounts receivable,
by currency, were as follows:

<TABLE>
<CAPTION>
    In thousands       Foreign Currency        US Dollars
    <S>                       <C>                 <C>
    Japanese Yen              2,062,944           $19,169
    European Euros               18,391            16,161
    British Pounds                8,775            12,829
    Swiss Francs                 20,073            11,603
    German Marks                 21,455             9,664
    French Francs                41,476             5,560
</TABLE>

The  Company  also  had  non-trade  receivables  of  1.2  million  Irish  Pounds
(approximately  US$1.3 million) and liabilities denominated in various  European
currencies  of  US$55.5  million,  as well as  Yen  denominated  liabilities  of
approximately US$5.9 million.

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

Recently Issued Accounting Standards
The  Financial Accounting Standards Board's Emerging Issues Task Force  ("EITF")
assists  the  Board  in  the early identification of emerging  issues  affecting
financial    reporting   and   of   problems   in   implementing   authoritative
pronouncements.  Additionally, the EITF's discussions of issues and the relevant
accounting pronouncements foster a better understanding of emerging issues  and,
when  a consensus is reached, may indicate that no immediate action by the  FASB
is needed because diversity in practice is not likely to evolve.

In  July  and September 2000, the EITF reached consensuses on Issue  No.  00-10,
"Accounting  for  Shipping  and  Handling Fees and  Costs."   These  consensuses
provide  guidance on the accounting for and reporting of shipping  and  handling
costs.  These EITF consensuses are effective beginning in the fourth quarter  of
2000.  Compliance with these EITF consensuses is not expected to have a material
impact   on  the  Company's  consolidated  financial  position  or  results   of
operations.

                                       13
<PAGE>

In  May  2000, the EITF reached a consensus on Issue No. 00-14, "Accounting  for
Coupons,  Rebates,  and  Discounts."  The consensus  provides  guidance  on  the
accounting  for  and reporting of sales subject to rebates and  revenue  sharing
arrangements  as well as coupons and discounts.  In July 2000, the EITF  revised
the  transition  date for this consensus to correspond with  the  implementation
date  for Securities and Exchange Commission Staff Accounting Bulletin  No.  101
(see  below).   Accordingly, this EITF consensus is effective beginning  in  the
fourth quarter of 2000.  Compliance with this EITF consensus is not expected  to
have  a  material  impact on the Company's consolidated  financial  position  or
results of operations.

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

In  June  1998,  the  Financial Accounting Standards Board issued  Statement  of
Financial  Accounting  Standards  ("SFAS") No. 133,  Accounting  for  Derivative
Instruments  and  Hedging  Activities,  as  amended  by  SFAS  No.  138,   which
establishes  accounting  and  reporting standards  for  derivative  instruments,
including   certain   derivative  instruments  embedded   in   other   contracts
(collectively  referred  to as derivatives), and for hedging  activities.   This
Statement  is effective for all fiscal quarters of fiscal years beginning  after
June 15, 2000, as provided for in SFAS No. 137.  The Company presently does  not
utilize rate protection agreements or derivative arrangements.  The adoption  of
this  Statement  will  not have a material impact on the Company's  consolidated
financial position or results of operations.

Factors That May Affect Future Performance
Statements  contained  in  this document, which are not  historical  facts,  may
constitute  forward-looking  statements  as  that  term  is  defined  under  the
provisions  of  the  "safe harbor" section of the Private Securities  Litigation
Reform  Act  of 1995.  All forward-looking statements are subject to  risks  and
uncertainties, which could cause actual results to differ from those  projected.
The  factors  that could cause actual results to differ materially  include  the
following:   APC's  ability to successfully integrate Airflow Company,  ABL  and
Advance  Power's  operations;  the  timely development  and  acceptance  of  new
products;  ramp  up,  expansion,  and rationalization  of  global  manufacturing
capacity;  general  worldwide economic conditions; growth  rates  in  the  power
protection industry and related industries, including but not limited to the PC,
server,  networking,  telecommunications, and  enterprise  hardware  industries;
competitive  factors and pricing pressures; changes in product mix;  changes  in
the  seasonality  of demand patterns; inventory risks due to  shifts  in  market
demand;  the  effects of any other possible acquisitions; component  constraints
and shortages; risk of nonpayment of accounts receivable; the uncertainty of the
litigation  process  including  risk  of an unexpected,  unfavorable  result  of
current  or  future  litigation;  financial impact  during  any  period  of  the
Company's  licensing of certain patent rights from General Signal Power  Systems
and  from  Anthony F. Coppola, as more fully described under Part II, Item  1  -
Legal  Proceedings; and the risks described from time to time in  the  Company's
filings  with  the  Securities and Exchange Commission.   The  Company  cautions
readers  not  to  place  undue reliance on any such forward-looking  statements,
which  speak  only  as  of the date they are made.  The  Company  disclaims  any
obligation  to  publicly  update or revise any such statements  to  reflect  any
change  in  Company 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

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

                                       14
<PAGE>

PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

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

On  or about January 27, 1999, the Company was served with a lawsuit filed by an
individual  in  the  United States District Court for the  Central  District  of
California  alleging  patent infringement.  The plaintiff, Anthony  F.  Coppola,
claimed sole ownership of the patent referenced in the lawsuit.  Coppola  sought
unspecified damages, costs, fees, and injunctive relief.  On or about April  14,
1999, the Company removed the case from the United States District Court for the
Central  District  of  California to the United States District  Court  for  the
District  of  Massachusetts.  On September 8, 2000, the parties  agreed  to  the
voluntary  dismissal  of  the lawsuit with prejudice.  In  connection  with  the
resolution  of this dispute, the Company agreed to license from Anthony  Coppola
worldwide patent rights relating to uninterruptible power supply technology  for
a lump-sum cash payment of $17 million.  The license fee was paid from operating
cash during the third quarter of 2000.

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


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)  Exhibits

Exhibit No. 3.1     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. 3.2     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. 10.24   Form of Change-in-Control Severance Agreement dated as of
                    July 5, 2000 entered into by the Company with each of Rodger
                    B. Dowdell, Jr. and Neil E. Rasmussen.

Exhibit No. 10.25   Form of Change-in-Control Severance Agreement dated as of
                    July 5, 2000 entered into by the Company with each of Donald
                    M. Muir and Aaron L. Davis.

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 October 1, 2000.

                                       15
<PAGE>
                                                                       FORM 10-Q
                                                                 October 1, 2000


                                   SIGNATURES


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


                      AMERICAN POWER CONVERSION CORPORATION

                            Date:  November 15, 2000


                               /s/ Donald M. Muir

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

                                       16
<PAGE>
                                                                       FORM 10-Q
                                                                 October 1, 2000
<TABLE>
<CAPTION>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                  EXHIBIT INDEX

<S>                   <C>                                                          <C>
Exhibit Number        Description                                                  Page No

Exhibit No. 3.1       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. 3.2       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. 10.24     Form of Change-in-Control Severance Agreement dated as         18
                      of  July 5, 2000 entered into by the Company with each
                      of Rodger B. Dowdell, Jr. and Neil E. Rasmussen.

Exhibit No. 10.25     Form of Change-in-Control Severance Agreement dated as         28
                      of  July 5, 2000 entered into by the Company with each
                      of Donald M. Muir and Aaron L. Davis.

Exhibit No. 27        Financial Data Schedule                                        38

</TABLE>
                                       17
<PAGE>
                                                                       FORM 10-Q
                                                                 October 1, 2000
                                                                   Exhibit 10.24

                                CHANGE-IN-CONTROL
                               SEVERANCE AGREEMENT


          THIS AGREEMENT, dated as of July 5, 2000, by and between American
Power Conversion Corporation, with its principal place of business at 132
Fairgrounds Road, West Kingston, RI (the "Company"), and  ________________ (the
"Executive").

          WHEREAS, the Company considers it essential to the best interests of
its stockholders to foster the continuous employment of key management
personnel, and recognizes that, as is the case with many publicly held
corporations, the possibility of a change in control may exist and that such
possibility, and the uncertainty and questions which it may raise among
management, may result in the distraction or departure of management personnel
to the detriment of the Company and its stockholders; and

          WHEREAS, the Board of Directors of the Company has determined that
appropriate steps should be taken to reinforce and encourage the Executive's
continued attention and dedication to the Executive's assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a change in control of the Company, although no such change is
presently known to be contemplated.

          NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:



                                    Section 1
                                   DEFINITIONS

          Except as may otherwise be specified or as the context may otherwise
require, the following terms shall have the respective meanings set forth below
whenever used herein:

          "Annual Bonus" shall mean the annual bonus, or if the Executive is
paid a bonus on a quarterly basis, the sum of the four quarterly bonus payments,
paid to the Executive for the Company's fiscal year prior to the fiscal year in
which the Date of Termination occurs, or, if greater, the fiscal year
immediately preceding such prior fiscal year; provided that such amount shall be
annualized for any fiscal year consisting of less than 12 full months; and
provided, further, that, if at the time of a Covered Termination it is
substantially certain that a bonus at a level greater than the bonus paid to
Executive for the Company's prior fiscal year (or, if applicable, the next
preceding fiscal year) will be paid or payable for the current or recently ended
fiscal year, then the bonus which is substantially certain to be paid or payable
shall be used for these purposes.

          "Base Salary" shall mean the annual base rate of regular compensation
of the Executive immediately before a Covered Termination, or if greater, the
highest annual such rate at any time during the 12-month period immediately
preceding the Covered Termination.

          "Board" shall mean the Board of Directors of the Company.

          "Cause" shall mean (i) the Executive's engaging in willful and
repeated gross negligence or gross misconduct, (ii) the Executive's breaching of
a material fiduciary duty to the Employer, or (iii) the Executive's being
convicted of a felony, in either case, to the  demonstrable and material injury
to the Employer.  For purposes hereof, no act, or failure to act, on the
Executive's part, shall be deemed "willful" unless done, or omitted to be done,
by the Executive not in good faith and without reasonable belief that any act or
omission was in the best interest of the Employer.

          "Change in Control" shall mean the first to occur, after the date
hereof, of any of the following:

                                       18
<PAGE>

          (i)  the members of the Board at the beginning of any consecutive 24-
          calendar-month period (the "Incumbent Directors") cease for any reason
          other than due to death to constitute at least a majority of the
          members of the Board; provided that any director whose election, or
          nomination for election by the Company's stockholders, was approved by
          a vote of at least a majority of the members of the Board then still
          in office who were members of the Board at the beginning of such 24-
          calendar-month period, shall be deemed to be an Incumbent Director;

          (ii) any consolidation or merger of the Company where the stockholders
          of the Company, immediately prior to the consolidation or merger,
          would not, immediately after the consolidation or merger, beneficially
          own (as such term is defined in Rule 13d-3 under the Securities
          Exchange Act), directly or indirectly, shares of Stock representing in
          the aggregate 50% or more of the combined voting power of the
          securities of the corporation issuing cash or securities in the
          consolidation or merger (or of its ultimate parent corporation, if
          any); or

          (iii)     there shall occur (A) any sale, lease, exchange or other
          transfer (in one transaction or a series of transactions contemplated
          or arranged by any party as a single plan) of all or substantially all
          of the assets of the Company, other than a sale or disposition by the
          Company of all or substantially all of the Company's assets to an
          entity, at least 50% of the combined voting power of the voting
          securities of which are owned by Persons in substantially the same
          proportion as their ownership of the Company immediately prior to such
          sale or (B) the approval by stockholders of the Company of any plan or
          proposal for the liquidation or dissolution of the Company.

Upon  the  occurrence  of a Change in Control as provided above,  no  subsequent
event  or  condition shall constitute a Change in Control for purposes  of  this
Agreement, with the result that there can be no more than one Change in  Control
hereunder.
          "Code" shall mean the Internal Revenue Code of 1986, as amended.

          "Company" shall mean, subject to Section 4.1(a), American Power
Conversion Corporation, a Massachusetts corporation.

          "Covered Termination" shall mean if, within the two-year period
immediately following a Change in Control, the Executive (i) is terminated by
the Employer without Cause (other than on account of death or Disability), or
(ii) terminates the Executive's employment with the Employer for Good Reason.
The Executive shall not be deemed to have terminated for purposes of this
Agreement merely because he or she ceases to be employed by the Employer and
becomes employed by a new employer involved in the Change in Control; provided
that such new employer shall be bound by this Agreement as if it were the
Employer hereunder with respect to the Executive.  It is expressly understood
that no Covered Termination shall be deemed to have occurred merely because,
upon the occurrence of a Change in Control, the Executive ceases to be employed
by the Employer and does not become employed by a successor to the Employer
after the Change in Control if the successor makes an offer to employ the
Executive on terms and conditions which, if imposed by the Employer, would not
give the Executive a basis on which to terminate employment for Good Reason.

          "Date of Termination" shall mean the date on which a Covered
Termination occurs.

          "Disability" shall mean the occurrence after a Change in Control of
the incapacity of the Executive due to physical or mental illness, whereby the
Executive shall have been absent from the full-time performance of the
Executive's duties with the Employer for six consecutive months or, in any one
year period, for an aggregate of  six months.

          "Employer" shall mean the Company (if and for so long as the Executive
is employed thereby) and each Subsidiary which may now or hereafter employ the
Executive or, where the context so requires, the Company and such Subsidiaries
collectively.  A subsidiary which ceases to be, directly or indirectly, through
one or more intermediaries, controlling, controlled by or under common control
with the Company prior to a Change in Control (other than in connection with and
as an integral part of a series of transactions resulting in a Change in
Control) shall, automatically and without any further action, cease to be (or be
part of) the Employer for purposes hereof.

                                       19
<PAGE>

          "Good Reason" shall mean, without the express written consent of the
Executive, the occurrence after a Change in Control of any of the following
circumstances, unless such circumstances are fully corrected prior to the Date
of Termination specified in the Notice of Termination given in respect thereof:

          (i)   the material reduction of the Executive's title, or the
          reduction of the Executive's authority, duties or responsibilities, or
          the assignment to the Executive of any duties inconsistent with
          Executive's position, authority, duties or responsibilities from those
          in effect immediately prior to the Change in Control;

          (ii)  a reduction in the Executive's Base Salary as in effect
          immediately before the Change in Control;

          (iii) a material reduction in the Executive's aggregate compensation
          opportunity, comprised only of the Executive's (A) Base Salary, and
          (B) bonus opportunity (taking into account, without limitation, any
          target, minimum and maximum amounts payable and the attainability and
          otherwise the reasonableness of any performance hurdles, goals and
          other measures), if any;

          (iv)  the Company's requiring the Executive to be based at any office
          or location more than 25 miles from that location at which the
          Executive performed Executive's services immediately prior to the
          occurrence of a Change in Control, except for travel reasonably
          required in the performance of the Executive's responsibilities;

          (v)   the failure of the Company to obtain a reasonable agreement from
          any successor to assume and agree to perform this Agreement, as
          contemplated in Section 4.1(a);

          (vi)  the failure of the Company to pay the Executive any amounts due
          hereunder; or

          (vii) any other material breach by the Company of this Agreement.

          "Notice of Termination" shall mean a notice given by the Employer or
Executive, as applicable, which shall indicate the date of termination and the
specific termination provision in this Agreement relied upon and shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provisions so indicated.

          "Person" shall have the meaning ascribed thereto by Section 3(a)(9) of
the Securities Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof (except that such term shall not include (i) the Company or any of its
Subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Subsidiaries, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportion as their
ownership of stock of the Company, or (v) such Executive or any "group" (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act) which
includes the Executive).

           "Securities Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

          "Stock" shall mean the common stock, $.01 par value, of the Company.

          "Subsidiary" shall mean any entity, directly or indirectly, through
one or more intermediaries, controlled by the Company.



                                    Section 2
                                    BENEFITS

          2.1  If a Change in Control occurs, then:

                                       20
<PAGE>

          (a)  subject to Section 2.2, (i) any and all outstanding unvested
stock options and stock appreciation rights held by the Executive shall
thereupon automatically vest and become immediately exercisable in accordance
with their terms, and (ii) notwithstanding anything to the contrary contained in
clause (i), upon a termination of employment (regardless of the party initiating
the termination, for any reason or no reason), all stock options and stock
appreciation rights held by the Executive shall be exercisable for the lesser of
(A) the remainder of the generally applicable term of the stock options or stock
appreciation rights, which is measured from the date of grant thereof, and (B)
three years from the date of such termination; provided that nothing in this
Section 2.1(a) shall reduce or otherwise adversely affect the rights under such
stock options and stock appreciation rights that the Executive would have
without regard to this Section 2.1(a); and

          (b)  any and all restricted stock and restricted stock rights then
held by the Executive shall thereupon fully vest and become immediately
transferable free of restrictions, other than restrictions imposed by applicable
law.

          2.2  Notwithstanding Section 2.1, the following additional provisions
shall apply in the case of an option which is an "incentive stock option" as
defined in Section 422(b) of the Code (and not previously converted to a non-
qualified stock option):

          (a)  unless otherwise provided by the Company, Section 2.1(a)(i) shall
not apply if and to the extent that the acceleration set forth therein would
violate the annual exercisability limitation contained in Section 422(d) of the
Code, and, in such case, the Company (or the Board or any committee thereof)
shall have the right with (and only with) the consent of the Executive, to
accelerate the date on which any installment of any option becomes exercisable;
and

          (b)  Section 2.1(a)(ii) shall not apply to the extent that the
applicability of Section 2.1(a)(ii) would cause the stock option not to be an
incentive stock option under Section 422(b) of the Code.

          2.3  If a Covered Termination occurs, then the Executive shall be
entitled hereunder to the following:

          (a)  the Company shall pay to the Executive an amount equal to three
times the sum of (i) the Executive's Base Salary and (ii) the Executive's Annual
Bonus;

          (b)  for a period of three years after such termination, the Employer
shall arrange to make available to the Executive medical, dental, vision, group
life and disability benefits that are at least at a level (and cost to the
Executive) that is substantially similar in the aggregate to the level of such
benefits which was available to the Executive immediately prior to the Change in
Control; provided that (i) the Employer shall be required to provide group life
and disability benefits only to the extent it is able to do so on reasonable
terms and at a reasonable cost, (ii) the Employer shall not be required to
provide benefits under this Section 2.3(b) upon and after the Change in Control
which are in excess of those provided to a significant number of executives of
similar status who are employed by the Employer from time to time upon and after
the Change in Control, and (iii) no type of benefit otherwise to be made
available to the Executive pursuant to this Section 2.3(b) shall be required to
be made available to the extent that such type of benefit is made available to
the Executive by any subsequent employer of the Executive;

          (c)  in addition to the benefits to which the Executive is entitled
under any tax-qualified defined benefit retirement plan (the "Retirement Plan")
and defined benefit supplemental executive retirement plan of the Company (the
"SERP"), including any successor plans thereto, the Employer shall pay to the
Executive in cash:

          (i)  the present value of the retirement benefits (or, if available,
          the lump-sum retirement benefits) which would have accrued under the
          terms of the Retirement Plan and the SERP (without regard to any
          amendment to the Retirement Plan or the SERP made subsequent to a
          Change in Control and prior to the Date of Termination, which
          amendment adversely affects in any manner the computation of
          retirement benefits thereunder), determined as if the Executive was 36
          months older than their actual age at the Date of Termination and had
          accumulated (after the Date of Termination) 36 additional months of
          service credit for vesting, benefit accrual and eligibility purposes
          thereunder at their highest annual rate of compensation during the 12
          months immediately preceding the Date of Termination (or, if higher,
          as in effect at the time of the Change in Control) and as if any
          benefit indexing factors continued at the rate applicable at the Date
          of Termination, minus

                                       21
<PAGE>

          (ii) the present value of the vested retirement benefits (or, if
          available, the lump-sum retirement benefits) which had then accrued
          pursuant to the provisions of the Retirement Plan and the SERP;
          provided, however, that any payment otherwise provided for under this
          Section 2.3(c) shall be reduced by the present value of any retirement
          (including early retirement) incentives offered for a limited time to,
          and accepted by, the Executive (whether or not under a tax-qualified
          plan).

          (d)  the Employer shall provide the Executive with out placement
service through a bona fide outplacement organization acceptable to the
Executive that, at a minimum, agrees to supply the Executive with outplacement
counseling, a private office and administrative support including telephone
service until the earlier of one year from the Date of Termination or until such
time that Executive secures suitable employment;

          (e)  the Company shall pay for the Executive to receive financial
planning services for which the Company pays not more than $5,000; and

          (f)  the Company shall provide the Executive with a payment for any
accrued but unused vacation.

          2.4  (a)  The payments provided for in Section 2.3 shall (except as
otherwise expressly provided therein or as provided in Section 2.4(b) or as
otherwise expressly provided hereunder) be made as soon as practicable, but in
no event later than 30 days, following the Date of Termination.

          (b)  Notwithstanding any other provision of this Agreement to the
contrary, no payment or benefit otherwise provided for under or by virtue of the
foregoing provisions of this Agreement shall be paid or otherwise made available
unless and until the Employer shall have first received from the Executive (no
later than 60 days after the Employer has provided to the Executive estimates
relating to the payments to be made under this Agreement) a valid, binding and
irrevocable general release, in form and substance reasonably acceptable to the
Employer; provided that the Employer shall be permitted to defer any payment or
benefit otherwise provided for in this Agreement to the fifth day after the
later of its receipt of such release and the time at which the release has
become valid, binding and irrevocable.

          2.5  Notwithstanding any other provision of this Agreement to the
contrary, to the extent permitted by the Worker Adjustment and Retraining
Notification Act ("WARN"), any benefit payable hereunder to the Executive as a
consequence of the Executive's Covered Termination shall be reduced by any
amounts required to be paid under Section 2104 of WARN to the Executive in
connection with such Covered Termination.



                                    Section 3
                            PARACHUTE TAX PROVISIONS

          3.1  If all, or any portion, of the payments and benefits provided
under this Agreement, if any, either alone or together with other payments and
benefits which the Executive receives or is entitled to receive from the Company
or its affiliates, would constitute an excess "parachute payment" within the
meaning of Section 280G of the Code (whether or not under an existing plan,
arrangement or other agreement) (each such parachute payment, a "Parachute
Payment"), and would result in the imposition on the Executive of an excise tax
under Section 4999 of the Code, then, in addition to any other benefits to which
the Executive is entitled under this Agreement or otherwise, the Executive shall
be paid an amount in cash equal to the sum of the excise taxes payable by the
Executive by reason of receiving Parachute Payments plus the amount necessary to
place the Executive in the same after-tax position (taking into account any and
all applicable federal, state and local excise, income or other taxes at the
highest possible applicable rates on such Parachute Payments (including, without
limitation, any payments under this Section 3.1)) as if no excise taxes had been
imposed with respect to Parachute Payments (the "Parachute Gross-up").  Any
Parachute Gross-up otherwise required by this Section 3.1 shall be made not
later than the time of the corresponding payment or benefit hereunder giving
rise to the underlying Section 4999 excise tax, even if the payment of the
excise tax is not required under the Code until a later time.

                                       22
<PAGE>

          3.2  Except as may otherwise be agreed to by the Company and the
Executive, the amount or amounts (if any) payable under this Section 3 shall be
determined, at the sole cost of the Company, by the Company's independent
auditors (who served in such capacity immediately prior to the Change in
Control), whose determination or determinations shall be final and binding on
all parties.  The Executive hereby agrees to utilize such determination or
determinations, as applicable, in filing all of the Executive's tax returns with
respect to the excise tax imposed by Section 4999 of the Code.  If such
independent auditors refuse to make the required determinations, then such
determinations shall be made by a comparable independent accounting firm of
national reputation reasonably selected by the Company.  Notwithstanding any
other provision of this Agreement to the contrary, as a condition to receiving
any Parachute Gross-up payment, the Executive hereby agrees to be bound by and
comply with the provisions of this Section 3.2.



                                    Section 4
                                  MISCELLANEOUS

          4.1  (a)  The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company expressly to assume
and agree to perform under the terms of this Agreement in the same manner and to
the same extent that the Company and its affiliates would be required to perform
it if no such succession had taken place (provided that such a requirement to
perform which arises by operation of law shall be deemed to satisfy the
requirements for such an express assumption and agreement), and in such event
the Company (as constituted prior to such succession) shall have no further
obligation under or with respect to this Agreement.  Failure of the Company to
obtain such assumption and agreement with respect to the Executive prior to the
effectiveness of any such succession shall be a breach of the terms of this
Agreement with respect to the Executive and shall entitle the Executive to
compensation from the Employer (as constituted prior to such succession) in the
same amount and on the same terms as the Executive would be entitled to
hereunder were the Executive's employment terminated for Good Reason following a
Change in Control, except that for purposes of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the Date of
Termination.  As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business or assets as aforesaid
which assumes and agrees (or is otherwise required) to perform this Agreement.
Nothing in this Section 4.1(a) shall be deemed to cause any event or condition
which would otherwise constitute a Change in Control not to constitute a Change
in Control.

          (b)  Notwithstanding Section 4.1(a), the Company shall remain liable
to the Executive upon a Covered Termination after a Change in Control if (i) the
Executive is not offered continuing employment by a successor to the Employer or
(ii) the Executive declines such an offer and the Executive's resulting
termination of employment otherwise constitutes a Covered Termination hereunder.

          (c)  This Agreement, and the Executive's and the Company's rights and
obligations hereunder, may not be assigned by the Executive or, except as
provided in Section 4.1(a), the Company, respectively; any purported assignment
by the Executive or the Company in violation hereof shall be null and void.

          (d)  The terms of this Agreement shall inure to the benefit of and be
enforceable by the personal or legal representatives, executors, administrators,
permitted successors, heirs, distributees, devisees and legatees of the
Executive.  If the Executive shall die while an amount would still be payable to
the Executive hereunder if they had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the Executive's devisee, legatee or other designee or, if there is
no such designee, the Executive's estate.

          4.2  Except as expressly provided in Section 2.3, the Executive shall
not be required to mitigate damages or the amount of any payment or benefit
provided for under this Agreement by seeking other employment or otherwise, nor
will any payments or benefits hereunder be subject to offset in the event the
Executive does mitigate.

                                      23
<PAGE>

          4.3  The Employer shall pay all legal fees and expenses incurred in a
legal proceeding by the Executive in seeking to obtain or enforce any right or
benefit provided by this Agreement.  Such payments are to be made within five
days after the Executive's request for payment accompanied with such evidence of
fees and expenses incurred as the Employer reasonably may require; provided that
if the Executive institutes a proceeding and the judge or other decision-maker
presiding over the proceeding affirmatively finds that the Executive has failed
to prevail substantially, the Executive shall pay Executive's own costs and
expenses (and, if applicable, return any amounts theretofore paid on the
Executive's behalf under this Section 4.3).

          4.4  The Executive may file a claim for benefits under this Agreement
by written communication to the Board.  A claim is not considered filed until
such communication is actually received by the Board.  Within 90 days (or, if
special circumstances require an extension of time for processing, 180 days, in
which case notice of such special circumstances shall be provided within the
initial 90-day period) after the filing of the claim, the Board shall:

          (i)  approve the claim and take appropriate steps for satisfaction of
          the claim; or

          (ii) if the claim is wholly or partially denied, advise the Executive
          of such denial by furnishing to him or her a written notice of such
          denial setting forth (A) the specific reason or reasons for the
          denial; (B) specific reference to pertinent provisions of this
          Agreement on which the denial is based and, if the denial is based in
          whole or in part on any rule of construction or interpretation adopted
          by the Board, a reference to such rule, a copy of which shall be
          provided to the Executive; (C) a description of any additional
          material or information necessary for the Executive to perfect the
          claim and an explanation of the reasons why such material or
          information is necessary; and (D) a reference to this Section 4.4.

          4.5  For the purposes of this Agreement, notice and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when hand delivered or mailed by United States
certified or registered express mail, return receipt requested, postage prepaid,
if to the Executive, addressed to the Executive at his or her respective address
on file with the Company; if to the Company, addressed to American Power
Conversion Corporation, 132 Fairgrounds Road, West Kingston, RI 02892, and
directed to the attention of its General Counsel; if to the Board, addressed to
the Board of Directors, c/o 132 Fairgrounds Road, West Kingston, RI 02892, and
directed to the Company's General Counsel; or to such other address as any party
may have furnished to the others in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.

          4.6  Unless otherwise determined by the Employer in an applicable plan
or arrangement, no amounts payable hereunder upon a Covered Termination shall be
deemed salary or compensation for the purpose of computing benefits under any
employee benefit plan or other arrangement of the Employer for the benefit of
its employees unless the Employer shall determine otherwise.

          4.7  This Agreement is the exclusive arrangement with the Executive
applicable to payments and benefits in connection with a change in control of
the Company (whether or not a Change in Control), and supersedes any prior
arrangements involving the Company or its predecessors or affiliates  relating
to changes in control (whether or not Changes in Control).  This Agreement shall
not limit any right of the Executive to receive any payments or benefits under
an employee benefit or executive compensation plan of the Employer, initially
adopted as of or after the date hereof, which are expressly contingent
thereunder upon the occurrence of a change in control (including, but not
limited to, the acceleration of any rights or benefits thereunder); provided
that in no event shall the Executive be entitled to any payment or benefit under
this Agreement which duplicates a payment or benefit received or receivable by
the Executive under any severance or similar plan or policy of the Employer, and
in any such case the Executive shall only be entitled to receive the greater of
the two payments.

          4.8  Any payments hereunder shall be made out of the general assets of
the Employer.  The Executive shall have the status of general unsecured creditor
of the Employer, and this Agreement constitutes a mere promise by the Employer
to make payments under this Agreement in the future as and to the extent
provided herein.

                                       24
<PAGE>

          4.9  Nothing in this Agreement shall confer on the Executive any right
to continue in the employ of the Employer or interfere in any way (other than by
virtue of requiring payments or benefits as may expressly be provided herein)
with the right of the Employer to terminate the Executive's employment at any
time.

          4.10 The Employer shall be entitled to withhold from any payments or
deemed payments any amount of tax withholding required by law.

          4.11 Any controversy or claim arising out of or relating to this
Agreement or the breach of this Agreement that is not resolved by the Employer
and the Executive shall be submitted to arbitration in Providence, Rhode Island,
in accordance with Massachusetts law and the procedures of the American
Arbitration Association.  The determination of the arbitrator(s) shall be
conclusive and binding on the Employer and Executive and judgment may be entered
on the arbitrator(s)' award in any court having jurisdiction.

          4.12 (a)  This Agreement may be amended, superseded, canceled, renewed
or extended, and the terms hereof may be waived, only by a written instrument
signed by the parties or, in the case of a waiver, by the party waiving
compliance.  No delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of any party of any such right, power or privilege nor any single or
partial exercise of any such right, power or privilege, preclude any other or
further exercise thereof or the exercise of any other such right, power or
privilege.

          (b)  Notwithstanding Section 4.12(a), the Board, or any committee
thereof, on written notice to the Executive, may unilaterally terminate all or
part of this Agreement as to any particular business combination, without
liability to the Executive hereunder, in the event that the Company is advised
in writing by its independent accounting firm that certain terms of this
Agreement make "pooling of interests" accounting treatment for such business
combination unavailable to the Company (thereby rendering all or part of this
Agreement of no force or effect only with respect to such combination).  Any
such notice to the Executive must be accompanied by a copy of the independent
accounting firm's written advice.

          4.13 The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement which shall remain in full force and effect.

          4.14 The use of captions in this Agreement is for convenience.  The
captions are not intended to and do not provide substantive rights.

          4.15 In consideration of, among other things, the Company's entering
into this Agreement, the Executive has concurrently herewith executed an
Agreement Relating to Non-Competition, a copy of which is attached hereto as
Schedule 1.

          4.16 THIS AGREEMENT SHALL BE CONSTRUED, ADMINISTERED AND ENFORCED
ACCORDING TO THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW, EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW.

          IN WITNESS WHEREOF, the parties hereto have signed their names,
effective as of the date first above written.


                                   AMERICAN POWER CONVERSION CORPORATION


                                   By:______________________________
                                   Name:____________________________
                                   Title:___________________________


                                   _________________________________

                                       25
<PAGE>

                                   Schedule 1

                      AGREEMENT RELATING TO NON-COMPETITION


I, _______________, in consideration of having been offered by American Power
Conversion Corporation a Change-in-Control Severance Agreement, dated as of the
date hereof (a "Severance Agreement"), hereby agree as follows:

1.   Non-competition.

     1.1  I acknowledge that (i) the principal business of American Power
Conversion Corporation and its subsidiaries ("Company") is the development,
manufacture, production, marketing, licensing and selling of power protection
equipment, including uninterruptible power supplies, surge suppressors and
related software, and the related manageability, availability and performance of
sensitive  networking,  electronic, communication  and  industrial  systems  and
equipment (such business, and any and all other businesses that after  the  date
hereof,  become  material with respect to the Company's  then-overall  business,
herein  collectively referred to as the "Business"); (ii) Company is  one  of  a
limited number of persons who have developed or are in the process of developing
the Business; (iii) the Business is international in scope; (iv) my relationship
with  Company has given and will continue to give me access to the confidential,
proprietary  and trade secret information of Company or access to the  Company's
customers or perspective customers; and (v) the agreements and covenants I  have
made  in  this Agreement are essential to the business and goodwill of  Company,
and  are  required by Company in connection with my acceptance  of  a  Severance
Agreement.

     1.2  I covenant and agree that during the period commencing on the date
hereof and ending two years following the date of termination of my employment
with Company, for any reason or no reason, I shall not directly or indirectly,
(i) develop, manufacture, produce, market, license, sell or aid in the
development, manufacturing, production, marketing, licensing or sale of any
product which competes, or is planned to compete, with any products (including
products under development as of the date of my termination) of the Company in
connection with the Business; (ii) otherwise engage in the Business for my own
account; (iii) render any services to any person, corporation, partnership or
other entity (hereinafter referred to as a "person") other than Company engaged
in the Business; or (iv) become interested in any such person (other than
Company) as a partner, shareholder, principal, agent, employee, consultant or in
any other relationship or capacity; provided, however, that notwithstanding the
above, I may own, directly or indirectly, solely as an investment, securities of
any such person which are traded on any national securities exchange or NASDAQ
if I (y) am not a controlling person of, or a member of a group which controls
such person; and (z) do not, directly or indirectly own 2% or more of any class
of securities of such person.

2.    Equitable Relief.  I acknowledge and agree that monetary damages would not
be  a  sufficient  remedy for a breach of the obligations described  herein  and
that,  in  addition to all other rights and remedies which may be  available  to
Company,  Company  shall be entitled to equitable relief (without  the  need  to
prove damages or to post a bond), including injunction and specific performance,
for any breach by me of the obligations described herein.

3.   Assignment.  The obligations described herein are personal to me and may
not be assigned by me to any other party; any unauthorized assignment or other
transfer shall be null and void.  This Agreement shall inure to the benefit of
the Company's successors and assigns.

4.   Confirmation.  I hereby confirm to Company that I have the right to enter
into this Agreement and to perform my obligations hereunder, and that there are
no restrictions or obligations to any third parties, which would in any way
detract from or affect my performance hereunder.

                                      26
<PAGE>

5.   Termination of Employment.  Nothing herein is considered to constitute a
right to continued employment.  Subject to the provisions of the Severance
Agreement, my employment is terminable at will at any time by Company for any
reason whatsoever.  Termination of my employment for any reason will not release
me from any obligations hereunder, and this Agreement shall survive any such
termination in accordance with its terms.

6.   Severability.  If it is determined that any of the provisions of this
Agreement, including, without limitation, any of the restrictive covenants
contained herein, or any part thereof, is invalid or unenforceable, the
remainder of the provisions of this Agreement shall not thereby be affected and
shall be given full effect, without regard to the invalid portions.

7.   Modification and Waiver.  This Agreement may not be modified without the
prior written consent of American Power Conversion Corporation.  No failure or
delay by Company in exercising any right with respect to this Agreement shall
operate as a waiver thereof, and no single or partial exercise of any right
shall preclude any other or further exercise thereof or the exercise of any
right hereunder.

8.   Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE  COMMONWEALTH OF MASSACHUSETTS WITHOUT REFERENCE
TO ITS CONFLICTS OF LAW PRINCIPLES.

IN WITNESS WHEREOF, this Agreement Relating to Noncompetition has been executed
as of this 5th day of July, 2000.

                                       AMERICAN POWER CONVERSION CORPORATION


                                       By:________________________________
                                       Name:______________________________
                                       Title:_____________________________



                                       ___________________________________



                                       27
<PAGE>
                                                                       FORM 10-Q
                                                                 October 1, 2000
                                                                   Exhibit 10.25

                                CHANGE-IN-CONTROL
                               SEVERANCE AGREEMENT


          THIS AGREEMENT, dated as of July 5, 2000, by and between American
Power Conversion Corporation, with its principal place of business at 132
Fairgrounds Road, West Kingston, RI (the "Company"), and  ________________ (the
"Executive").

          WHEREAS, the Company considers it essential to the best interests of
its stockholders to foster the continuous employment of key management
personnel, and recognizes that, as is the case with many publicly held
corporations, the possibility of a change in control may exist and that such
possibility, and the uncertainty and questions which it may raise among
management, may result in the distraction or departure of management personnel
to the detriment of the Company and its stockholders; and

          WHEREAS, the Board of Directors of the Company has determined that
appropriate steps should be taken to reinforce and encourage the Executive's
continued attention and dedication to the Executive's assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a change in control of the Company, although no such change is
presently known to be contemplated.

          NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:



                                    Section 1
                                   DEFINITIONS

          Except as may otherwise be specified or as the context may otherwise
require, the following terms shall have the respective meanings set forth below
whenever used herein:

          "Annual Bonus" shall mean the annual bonus, or if the Executive is
paid a bonus on a quarterly basis, the sum of the four quarterly bonus payments,
paid to the Executive for the Company's fiscal year prior to the fiscal year in
which the Date of Termination occurs, or, if greater, the fiscal year
immediately preceding such prior fiscal year; provided that such amount shall be
annualized for any fiscal year consisting of less than 12 full months; and
provided, further, that, if at the time of a Covered Termination it is
substantially certain that a bonus at a level greater than the bonus paid to
Executive for the Company's prior fiscal year (or, if applicable, the next
preceding fiscal year) will be paid or payable for the current or recently ended
fiscal year, then the bonus which is substantially certain to be paid or payable
shall be used for these purposes.

          "Base Salary" shall mean the annual base rate of regular compensation
of the Executive immediately before a Covered Termination, or if greater, the
highest annual such rate at any time during the 12-month period immediately
preceding the Covered Termination.

          "Board" shall mean the Board of Directors of the Company.

          "Cause" shall mean (i) the Executive's engaging in willful and
repeated gross negligence or gross misconduct, (ii) the Executive's breaching of
a material fiduciary duty to the Employer, or (iii) the Executive's being
convicted of a felony, in either case, to the  demonstrable and material injury
to the Employer.  For purposes hereof, no act, or failure to act, on the
Executive's part, shall be deemed "willful" unless done, or omitted to be done,
by the Executive not in good faith and without reasonable belief that any act or
omission was in the best interest of the Employer.

          "Change in Control" shall mean the first to occur, after the date
hereof, of any of the following:

                                       28
<PAGE>

          (i)  the members of the Board at the beginning of any consecutive 24-
          calendar-month period (the "Incumbent Directors") cease for any reason
          other than due to death to constitute at least a majority of the
          members of the Board; provided that any director whose election, or
          nomination for election by the Company's stockholders, was approved by
          a vote of at least a majority of the members of the Board then still
          in office who were members of the Board at the beginning of such 24-
          calendar-month period, shall be deemed to be an Incumbent Director;

          (ii) any consolidation or merger of the Company where the stockholders
          of the Company, immediately prior to the consolidation or merger,
          would not, immediately after the consolidation or merger, beneficially
          own (as such term is defined in Rule 13d-3 under the Securities
          Exchange Act), directly or indirectly, shares of Stock representing in
          the aggregate 50% or more of the combined voting power of the
          securities of the corporation issuing cash or securities in the
          consolidation or merger (or of its ultimate parent corporation, if
          any); or

          (iii) there shall occur (A) any sale, lease, exchange or other
          transfer (in one transaction or a series of transactions contemplated
          or arranged by any party as a single plan) of all or substantially all
          of the assets of the Company, other than a sale or disposition by the
          Company of all or substantially all of the Company's assets to an
          entity, at least 50% of the combined voting power of the voting
          securities of which are owned by Persons in substantially the same
          proportion as their ownership of the Company immediately prior to such
          sale or (B) the approval by stockholders of the Company of any plan or
          proposal for the liquidation or dissolution of the Company.

Upon  the  occurrence  of a Change in Control as provided above,  no  subsequent
event  or  condition shall constitute a Change in Control for purposes  of  this
Agreement, with the result that there can be no more than one Change in  Control
hereunder.
          "Code" shall mean the Internal Revenue Code of 1986, as amended.

          "Company" shall mean, subject to Section 4.1(a), American Power
Conversion Corporation, a Massachusetts corporation.

          "Covered Termination" shall mean if, within the two-year period
immediately following a Change in Control, the Executive (i) is terminated by
the Employer without Cause (other than on account of death or Disability), or
(ii) terminates the Executive's employment with the Employer for Good Reason.
The Executive shall not be deemed to have terminated for purposes of this
Agreement merely because he or she ceases to be employed by the Employer and
becomes employed by a new employer involved in the Change in Control; provided
that such new employer shall be bound by this Agreement as if it were the
Employer hereunder with respect to the Executive.  It is expressly understood
that no Covered Termination shall be deemed to have occurred merely because,
upon the occurrence of a Change in Control, the Executive ceases to be employed
by the Employer and does not become employed by a successor to the Employer
after the Change in Control if the successor makes an offer to employ the
Executive on terms and conditions which, if imposed by the Employer, would not
give the Executive a basis on which to terminate employment for Good Reason.

          "Date of Termination" shall mean the date on which a Covered
Termination occurs.

          "Disability" shall mean the occurrence after a Change in Control of
the incapacity of the Executive due to physical or mental illness, whereby the
Executive shall have been absent from the full-time performance of the
Executive's duties with the Employer for six consecutive months or, in any one
year period, for an aggregate of  six months.

          "Employer" shall mean the Company (if and for so long as the Executive
is employed thereby) and each Subsidiary which may now or hereafter employ the
Executive or, where the context so requires, the Company and such Subsidiaries
collectively.  A subsidiary which ceases to be, directly or indirectly, through
one or more intermediaries, controlling, controlled by or under common control
with the Company prior to a Change in Control (other than in connection with and
as an integral part of a series of transactions resulting in a Change in
Control) shall, automatically and without any further action, cease to be (or be
part of) the Employer for purposes hereof.

                                       29
<PAGE>

          "Good Reason" shall mean, without the express written consent of the
Executive, the occurrence after a Change in Control of any of the following
circumstances, unless such circumstances are fully corrected prior to the Date
of Termination specified in the Notice of Termination given in respect thereof:

          (i)   the material reduction of the Executive's title, or the
          reduction of the Executive's authority, duties or responsibilities, or
          the assignment to the Executive of any duties inconsistent with
          Executive's position, authority, duties or responsibilities from those
          in effect immediately prior to the Change in Control;

          (ii)  a reduction in the Executive's Base Salary as in effect
          immediately before the Change in Control;

          (iii) a material reduction in the Executive's aggregate compensation
          opportunity, comprised only of the Executive's (A) Base Salary, and
          (B) bonus opportunity (taking into account, without limitation, any
          target, minimum and maximum amounts payable and the attainability and
          otherwise the reasonableness of any performance hurdles, goals and
          other measures), if any;

          (iv)  the Company's requiring the Executive to be based at any office
          or location more than 25 miles from that location at which the
          Executive performed Executive's services immediately prior to the
          occurrence of a Change in Control, except for travel reasonably
          required in the performance of the Executive's responsibilities;

          (v)   the failure of the Company to obtain a reasonable agreement from
          any successor to assume and agree to perform this Agreement, as
          contemplated in Section 4.1(a);

          (viii) the failure of the Company to pay the Executive any amounts due
          hereunder; or

          (ix) any other material breach by the Company of this Agreement.

          "Notice of Termination" shall mean a notice given by the Employer or
Executive, as applicable, which shall indicate the date of termination and the
specific termination provision in this Agreement relied upon and shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provisions so indicated.

          "Person" shall have the meaning ascribed thereto by Section 3(a)(9) of
the Securities Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof (except that such term shall not include (i) the Company or any of its
Subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Subsidiaries, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportion as their
ownership of stock of the Company, or (v) such Executive or any "group" (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act) which
includes the Executive).

           "Securities Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

          "Stock" shall mean the common stock, $.01 par value, of the Company.

          "Subsidiary" shall mean any entity, directly or indirectly, through
one or more intermediaries, controlled by the Company.



                                    Section 2
                                    BENEFITS

          2.2  If a Change in Control occurs, then:

                                       30
<PAGE>

          (a)  subject to Section 2.2, (i) any and all outstanding unvested
stock options and stock appreciation rights held by the Executive shall
thereupon automatically vest and become immediately exercisable in accordance
with their terms, and (ii) notwithstanding anything to the contrary contained in
clause (i), upon a termination of employment (regardless of the party initiating
the termination, for any reason or no reason), all stock options and stock
appreciation rights held by the Executive shall be exercisable for the lesser of
(A) the remainder of the generally applicable term of the stock options or stock
appreciation rights, which is measured from the date of grant thereof, and (B)
three years from the date of such termination; provided that nothing in this
Section 2.1(a) shall reduce or otherwise adversely affect the rights under such
stock options and stock appreciation rights that the Executive would have
without regard to this Section 2.1(a); and

          (b)  any and all restricted stock and restricted stock rights then
held by the Executive shall thereupon fully vest and become immediately
transferable free of restrictions, other than restrictions imposed by applicable
law.

          2.2  Notwithstanding Section 2.1, the following additional provisions
shall apply in the case of an option which is an "incentive stock option" as
defined in Section 422(b) of the Code (and not previously converted to a non-
qualified stock option):

          (a)  unless otherwise provided by the Company, Section 2.1(a)(i) shall
not apply if and to the extent that the acceleration set forth therein would
violate the annual exercisability limitation contained in Section 422(d) of the
Code, and, in such case, the Company (or the Board or any committee thereof)
shall have the right with (and only with) the consent of the Executive, to
accelerate the date on which any installment of any option becomes exercisable;
and

          (b)  Section 2.1(a)(ii) shall not apply to the extent that the
applicability of Section 2.1(a)(ii) would cause the stock option not to be an
incentive stock option under Section 422(b) of the Code.

          2.3  If a Covered Termination occurs, then the Executive shall be
entitled hereunder to the following:

          (a)  the Company shall pay to the Executive an amount equal to two
times the sum of (i) the Executive's Base Salary and (ii) the Executive's Annual
Bonus;

          (b)  for a period of two years after such termination, the Employer
shall arrange to make available to the Executive medical, dental, vision, group
life and disability benefits that are at least at a level (and cost to the
Executive) that is substantially similar in the aggregate to the level of such
benefits which was available to the Executive immediately prior to the Change in
Control; provided that (i) the Employer shall be required to provide group life
and disability benefits only to the extent it is able to do so on reasonable
terms and at a reasonable cost, (ii) the Employer shall not be required to
provide benefits under this Section 2.3(b) upon and after the Change in Control
which are in excess of those provided to a significant number of executives of
similar status who are employed by the Employer from time to time upon and after
the Change in Control, and (iii) no type of benefit otherwise to be made
available to the Executive pursuant to this Section 2.3(b) shall be required to
be made available to the extent that such type of benefit is made available to
the Executive by any subsequent employer of the Executive;

          (c)  in addition to the benefits to which the Executive is entitled
under any tax-qualified defined benefit retirement plan (the "Retirement Plan")
and defined benefit supplemental executive retirement plan of the Company (the
"SERP"), including any successor plans thereto, the Employer shall pay to the
Executive in cash:

          (i)  the present value of the retirement benefits (or, if available,
          the lump-sum retirement benefits) which would have accrued under the
          terms of the Retirement Plan and the SERP (without regard to any
          amendment to the Retirement Plan or the SERP made subsequent to a
          Change in Control and prior to the Date of Termination, which
          amendment adversely affects in any manner the computation of
          retirement benefits thereunder), determined as if the Executive was 36
          months older than their actual age at the Date of Termination and had
          accumulated (after the Date of Termination) 36 additional months of
          service credit for vesting, benefit accrual and eligibility purposes
          thereunder at their highest annual rate of compensation during the 12
          months immediately preceding the Date of Termination (or, if higher,
          as in effect at the time of the Change in Control) and as if any
          benefit indexing factors continued at the rate applicable at the Date
          of Termination, minus

                                       31
<PAGE>

          (ii) the present value of the vested retirement benefits (or, if
          available, the lump-sum retirement benefits) which had then accrued
          pursuant to the provisions of the Retirement Plan and the SERP;
          provided, however, that any payment otherwise provided for under this
          Section 2.3(c) shall be reduced by the present value of any retirement
          (including early retirement) incentives offered for a limited time to,
          and accepted by, the Executive (whether or not under a tax-qualified
          plan).

          (d)  the Employer shall provide the Executive with out placement
service through a bona fide outplacement organization acceptable to the
Executive that, at a minimum, agrees to supply the Executive with outplacement
counseling, a private office and administrative support including telephone
service until the earlier of one year from the Date of Termination or until such
time that Executive secures suitable employment;

          (e)  the Company shall pay for the Executive to receive financial
planning services for which the Company pays not more than $5,000; and

          (f)  the Company shall provide the Executive with a payment for any
accrued but unused vacation.

          2.4  (a)  The payments provided for in Section 2.3 shall (except as
otherwise expressly provided therein or as provided in Section 2.4(b) or as
otherwise expressly provided hereunder) be made as soon as practicable, but in
no event later than 30 days, following the Date of Termination.

          (b)  Notwithstanding any other provision of this Agreement to the
contrary, no payment or benefit otherwise provided for under or by virtue of the
foregoing provisions of this Agreement shall be paid or otherwise made available
unless and until the Employer shall have first received from the Executive (no
later than 60 days after the Employer has provided to the Executive estimates
relating to the payments to be made under this Agreement) a valid, binding and
irrevocable general release, in form and substance reasonably acceptable to the
Employer; provided that the Employer shall be permitted to defer any payment or
benefit otherwise provided for in this Agreement to the fifth day after the
later of its receipt of such release and the time at which the release has
become valid, binding and irrevocable.

          2.5  Notwithstanding any other provision of this Agreement to the
contrary, to the extent permitted by the Worker Adjustment and Retraining
Notification Act ("WARN"), any benefit payable hereunder to the Executive as a
consequence of the Executive's Covered Termination shall be reduced by any
amounts required to be paid under Section 2104 of WARN to the Executive in
connection with such Covered Termination.



                                    Section 3
                            PARACHUTE TAX PROVISIONS

          3.1  If all, or any portion, of the payments and benefits provided
under this Agreement, if any, either alone or together with other payments and
benefits which the Executive receives or is entitled to receive from the Company
or its affiliates, would constitute an excess "parachute payment" within the
meaning of Section 280G of the Code (whether or not under an existing plan,
arrangement or other agreement) (each such parachute payment, a "Parachute
Payment"), and would result in the imposition on the Executive of an excise tax
under Section 4999 of the Code, then, in addition to any other benefits to which
the Executive is entitled under this Agreement or otherwise, the Executive shall
be paid an amount in cash equal to the sum of the excise taxes payable by the
Executive by reason of receiving Parachute Payments plus the amount necessary to
place the Executive in the same after-tax position (taking into account any and
all applicable federal, state and local excise, income or other taxes at the
highest possible applicable rates on such Parachute Payments (including, without
limitation, any payments under this Section 3.1)) as if no excise taxes had been
imposed with respect to Parachute Payments (the "Parachute Gross-up").  Any
Parachute Gross-up otherwise required by this Section 3.1 shall be made not
later than the time of the corresponding payment or benefit hereunder giving
rise to the underlying Section 4999 excise tax, even if the payment of the
excise tax is not required under the Code until a later time.

                                       32
<PAGE>

          3.2  Except as may otherwise be agreed to by the Company and the
Executive, the amount or amounts (if any) payable under this Section 3 shall be
determined, at the sole cost of the Company, by the Company's independent
auditors (who served in such capacity immediately prior to the Change in
Control), whose determination or determinations shall be final and binding on
all parties.  The Executive hereby agrees to utilize such determination or
determinations, as applicable, in filing all of the Executive's tax returns with
respect to the excise tax imposed by Section 4999 of the Code.  If such
independent auditors refuse to make the required determinations, then such
determinations shall be made by a comparable independent accounting firm of
national reputation reasonably selected by the Company.  Notwithstanding any
other provision of this Agreement to the contrary, as a condition to receiving
any Parachute Gross-up payment, the Executive hereby agrees to be bound by and
comply with the provisions of this Section 3.2.



                                    Section 4
                                  MISCELLANEOUS

          4.1  (a)  The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company expressly to assume
and agree to perform under the terms of this Agreement in the same manner and to
the same extent that the Company and its affiliates would be required to perform
it if no such succession had taken place (provided that such a requirement to
perform which arises by operation of law shall be deemed to satisfy the
requirements for such an express assumption and agreement), and in such event
the Company (as constituted prior to such succession) shall have no further
obligation under or with respect to this Agreement.  Failure of the Company to
obtain such assumption and agreement with respect to the Executive prior to the
effectiveness of any such succession shall be a breach of the terms of this
Agreement with respect to the Executive and shall entitle the Executive to
compensation from the Employer (as constituted prior to such succession) in the
same amount and on the same terms as the Executive would be entitled to
hereunder were the Executive's employment terminated for Good Reason following a
Change in Control, except that for purposes of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the Date of
Termination.  As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business or assets as aforesaid
which assumes and agrees (or is otherwise required) to perform this Agreement.
Nothing in this Section 4.1(a) shall be deemed to cause any event or condition
which would otherwise constitute a Change in Control not to constitute a Change
in Control.

          (b)  Notwithstanding Section 4.1(a), the Company shall remain liable
to the Executive upon a Covered Termination after a Change in Control if (i) the
Executive is not offered continuing employment by a successor to the Employer or
(ii) the Executive declines such an offer and the Executive's resulting
termination of employment otherwise constitutes a Covered Termination hereunder.

          (c)  This Agreement, and the Executive's and the Company's rights and
obligations hereunder, may not be assigned by the Executive or, except as
provided in Section 4.1(a), the Company, respectively; any purported assignment
by the Executive or the Company in violation hereof shall be null and void.

          (d)  The terms of this Agreement shall inure to the benefit of and be
enforceable by the personal or legal representatives, executors, administrators,
permitted successors, heirs, distributees, devisees and legatees of the
Executive.  If the Executive shall die while an amount would still be payable to
the Executive hereunder if they had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the Executive's devisee, legatee or other designee or, if there is
no such designee, the Executive's estate.

          4.2  Except as expressly provided in Section 2.3, the Executive shall
not be required to mitigate damages or the amount of any payment or benefit
provided for under this Agreement by seeking other employment or otherwise, nor
will any payments or benefits hereunder be subject to offset in the event the
Executive does mitigate.

                                      33
<PAGE>

          4.3  The Employer shall pay all legal fees and expenses incurred in a
legal proceeding by the Executive in seeking to obtain or enforce any right or
benefit provided by this Agreement.  Such payments are to be made within five
days after the Executive's request for payment accompanied with such evidence of
fees and expenses incurred as the Employer reasonably may require; provided that
if the Executive institutes a proceeding and the judge or other decision-maker
presiding over the proceeding affirmatively finds that the Executive has failed
to prevail substantially, the Executive shall pay Executive's own costs and
expenses (and, if applicable, return any amounts theretofore paid on the
Executive's behalf under this Section 4.3).

          4.4  The Executive may file a claim for benefits under this Agreement
by written communication to the Board.  A claim is not considered filed until
such communication is actually received by the Board.  Within 90 days (or, if
special circumstances require an extension of time for processing, 180 days, in
which case notice of such special circumstances shall be provided within the
initial 90-day period) after the filing of the claim, the Board shall:

          (i)  approve the claim and take appropriate steps for satisfaction of
          the claim; or

          (ii) if the claim is wholly or partially denied, advise the Executive
          of such denial by furnishing to him or her a written notice of such
          denial setting forth (A) the specific reason or reasons for the
          denial; (B) specific reference to pertinent provisions of this
          Agreement on which the denial is based and, if the denial is based in
          whole or in part on any rule of construction or interpretation adopted
          by the Board, a reference to such rule, a copy of which shall be
          provided to the Executive; (C) a description of any additional
          material or information necessary for the Executive to perfect the
          claim and an explanation of the reasons why such material or
          information is necessary; and (D) a reference to this Section 4.4.

          4.5  For the purposes of this Agreement, notice and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when hand delivered or mailed by United States
certified or registered express mail, return receipt requested, postage prepaid,
if to the Executive, addressed to the Executive at his or her respective address
on file with the Company; if to the Company, addressed to American Power
Conversion Corporation, 132 Fairgrounds Road, West Kingston, RI 02892, and
directed to the attention of its General Counsel; if to the Board, addressed to
the Board of Directors, c/o 132 Fairgrounds Road, West Kingston, RI 02892, and
directed to the Company's General Counsel; or to such other address as any party
may have furnished to the others in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.

          4.6  Unless otherwise determined by the Employer in an applicable plan
or arrangement, no amounts payable hereunder upon a Covered Termination shall be
deemed salary or compensation for the purpose of computing benefits under any
employee benefit plan or other arrangement of the Employer for the benefit of
its employees unless the Employer shall determine otherwise.

          4.7  This Agreement is the exclusive arrangement with the Executive
applicable to payments and benefits in connection with a change in control of
the Company (whether or not a Change in Control), and supersedes any prior
arrangements involving the Company or its predecessors or affiliates  relating
to changes in control (whether or not Changes in Control).  This Agreement shall
not limit any right of the Executive to receive any payments or benefits under
an employee benefit or executive compensation plan of the Employer, initially
adopted as of or after the date hereof, which are expressly contingent
thereunder upon the occurrence of a change in control (including, but not
limited to, the acceleration of any rights or benefits thereunder); provided
that in no event shall the Executive be entitled to any payment or benefit under
this Agreement which duplicates a payment or benefit received or receivable by
the Executive under any severance or similar plan or policy of the Employer, and
in any such case the Executive shall only be entitled to receive the greater of
the two payments.

          4.8  Any payments hereunder shall be made out of the general assets of
the Employer.  The Executive shall have the status of general unsecured creditor
of the Employer, and this Agreement constitutes a mere promise by the Employer
to make payments under this Agreement in the future as and to the extent
provided herein.

                                       34
<PAGE>

          4.9  Nothing in this Agreement shall confer on the Executive any right
to continue in the employ of the Employer or interfere in any way (other than by
virtue of requiring payments or benefits as may expressly be provided herein)
with the right of the Employer to terminate the Executive's employment at any
time.

          4.10 The Employer shall be entitled to withhold from any payments or
deemed payments any amount of tax withholding required by law.

          4.11 Any controversy or claim arising out of or relating to this
Agreement or the breach of this Agreement that is not resolved by the Employer
and the Executive shall be submitted to arbitration in Providence, Rhode Island,
in accordance with Massachusetts law and the procedures of the American
Arbitration Association.  The determination of the arbitrator(s) shall be
conclusive and binding on the Employer and Executive and judgment may be entered
on the arbitrator(s)' award in any court having jurisdiction.

          4.12 (a)  This Agreement may be amended, superseded, canceled, renewed
or extended, and the terms hereof may be waived, only by a written instrument
signed by the parties or, in the case of a waiver, by the party waiving
compliance.  No delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of any party of any such right, power or privilege nor any single or
partial exercise of any such right, power or privilege, preclude any other or
further exercise thereof or the exercise of any other such right, power or
privilege.

          (b)  Notwithstanding Section 4.12(a), the Board, or any committee
thereof, on written notice to the Executive, may unilaterally terminate all or
part of this Agreement as to any particular business combination, without
liability to the Executive hereunder, in the event that the Company is advised
in writing by its independent accounting firm that certain terms of this
Agreement make "pooling of interests" accounting treatment for such business
combination unavailable to the Company (thereby rendering all or part of this
Agreement of no force or effect only with respect to such combination).  Any
such notice to the Executive must be accompanied by a copy of the independent
accounting firm's written advice.

          4.13 The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement which shall remain in full force and effect.

          4.14 The use of captions in this Agreement is for convenience.  The
captions are not intended to and do not provide substantive rights.

          4.15 In consideration of, among other things, the Company's entering
into this Agreement, the Executive has concurrently herewith executed an
Agreement Relating to Non-Competition, a copy of which is attached hereto as
Schedule 1.

          4.16 THIS AGREEMENT SHALL BE CONSTRUED, ADMINISTERED AND ENFORCED
ACCORDING TO THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW, EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW.

          IN WITNESS WHEREOF, the parties hereto have signed their names,
effective as of the date first above written.


                                   AMERICAN POWER CONVERSION CORPORATION


                                   By:______________________________
                                   Name:____________________________
                                   Title:___________________________



                                   _________________________________



                                       35
<PAGE>

                                   Schedule 1

                      AGREEMENT RELATING TO NON-COMPETITION


I, _______________, in consideration of having been offered by American Power
Conversion Corporation a Change-in-Control Severance Agreement, dated as of the
date hereof (a "Severance Agreement"), hereby agree as follows:

1.   Non-competition.

     1.1  I acknowledge that (i) the principal business of American Power
Conversion Corporation  and  its subsidiaries ("Company") is the development,
manufacture, production,  marketing,  licensing and selling of power protection
equipment, including uninterruptible power supplies, surge suppressors and
related software, and the related manageability, availability  and  performance
of sensitive networking, electronic,communication  and industrial  systems  and
equipment (such business, and any and all other businesses that after  the  date
hereof,  become  material with respect to the Company's  then-overall  business,
herein  collectively referred to as the "Business"); (ii) Company is  one  of  a
limited number of persons who have developed or are in the process of developing
the Business; (iii) the Business is international in scope; (iv) my relationship
with  Company has given and will continue to give me access to the confidential,
proprietary  and trade secret information of Company or access to the  Company's
customers or perspective customers; and (v) the agreements and covenants I  have
made  in  this Agreement are essential to the business and goodwill of  Company,
and  are  required by Company in connection with my acceptance  of  a  Severance
Agreement.

     1.2  I covenant and agree that during the period commencing on the date
hereof and ending one year following the date of termination of my employment
with Company, for any reason or no reason, I shall not directly or indirectly,
(i) develop, manufacture, produce, market, license, sell or aid in the
development, manufacturing, production, marketing, licensing or sale of any
product which competes, or is planned to compete, with any products (including
products under development as of the date of my termination) of the Company in
connection with the Business; (ii) otherwise engage in the Business for my own
account; (iii) render any services to any person, corporation, partnership or
other entity (hereinafter referred to as a "person") other than Company engaged
in the Business; or (iv) become interested in any such person (other than
Company) as a partner, shareholder, principal, agent, employee, consultant or in
any other relationship or capacity; provided, however, that notwithstanding the
above, I may own, directly or indirectly, solely as an investment, securities of
any such person which are traded on any national securities exchange or NASDAQ
if I (y) am not a controlling person of, or a member of a group which controls
such person; and (z) do not, directly or indirectly own 2% or more of any class
of securities of such person.

2.    Equitable Relief.  I acknowledge and agree that monetary damages would not
be  a  sufficient  remedy for a breach of the obligations described  herein  and
that,  in  addition to all other rights and remedies which may be  available  to
Company,  Company  shall be entitled to equitable relief (without  the  need  to
prove damages or to post a bond), including injunction and specific performance,
for any breach by me of the obligations described herein.

3.   Assignment.  The obligations described herein are personal to me and may
not be assigned by me to any other party; any unauthorized assignment or other
transfer shall be null and void.  This Agreement shall inure to the benefit of
the Company's successors and assigns.

4.   Confirmation.  I hereby confirm to Company that I have the right to enter
into this Agreement and to perform my obligations hereunder, and that there are
no restrictions or obligations to any third parties, which would in any way
detract from or affect my performance hereunder.

                                       36
<PAGE>

5.   Termination of Employment.  Nothing herein is considered to constitute a
right to continued employment.  Subject to the provisions of the Severance
Agreement, my employment is terminable at will at any time by Company for any
reason whatsoever.  Termination of my employment for any reason will not release
me from any obligations hereunder, and this Agreement shall survive any such
termination in accordance with its terms.

6.   Severability.  If it is determined that any of the provisions of this
Agreement, including, without limitation, any of the restrictive covenants
contained herein, or any part thereof, is invalid or unenforceable, the
remainder of the provisions of this Agreement shall not thereby be affected and
shall be given full effect, without regard to the invalid portions.

7.   Modification and Waiver.  This Agreement may not be modified without the
prior written consent of American Power Conversion Corporation.  No failure or
delay by Company in exercising any right with respect to this Agreement shall
operate as a waiver thereof, and no single or partial exercise of any right
shall preclude any other or further exercise thereof or the exercise of any
right hereunder.

8.   Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE  COMMONWEALTH OF MASSACHUSETTS WITHOUT REFERENCE
TO ITS CONFLICTS OF LAW PRINCIPLES.

IN WITNESS WHEREOF, this Agreement Relating to Noncompetition has been executed
as of this 5th day of July, 2000.

                                      AMERICAN POWER CONVERSION CORPORATION


                                      By:_______________________________
                                      Name:_____________________________
                                      Title:____________________________


                                      __________________________________



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