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 July 2, 2000

                                       or

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


                         Commission File Number: 1-12432


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


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


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


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

                          YES  [ X ]           NO  [   ]


   Registrant's Common Stock outstanding, $.01 par value, at August 11, 2000 -
                               194,544,000 shares

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


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

                                      INDEX

                                                                    Page No.
Part I - Financial Information:

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

          Consolidated Condensed Statements of Income -
          Three Months and Six Months Ended
          July 2, 2000 and June 27, 1999 (Unaudited)                   5

          Consolidated Condensed Statements of Cash Flows -
          Three Months and Six Months Ended
          July 2, 2000 and June 27, 1999 (Unaudited)                   6

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

  Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations                       10 - 13

  Item 3. Quantitative and Qualitative Disclosures About Market Risk   13

Part II - Other Information:

  Item 1. Legal Proceedings                                            14

  Item 2. Changes in Securities and Use of Proceeds                    14

  Item 4. Submission of Matters to a Vote of Security Holders          15

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

Signatures                                                             16

Exhibit Index                                                          17

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

ITEM 1 - FINANCIAL STATEMENTS
<TABLE>

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

                                     ASSETS
<CAPTION>


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

Current assets:
Cash and cash equivalents                                 $307,665            $456,325
Short term investments                                      75,000                   -
Accounts receivable,
 less allowance for doubtful accounts of
 $17,717 in 2000 and $19,543 in 1999                       250,776             216,810
Inventories:
 Raw materials                                              98,825              60,708
 Work-in-process and finished goods                        125,164             115,769
Total inventories                                          223,989             176,477

Prepaid expenses and other current assets                   21,011              18,283

Deferred income taxes                                       28,845              31,962

Total current assets                                       907,286             899,857

Property, plant, and equipment:
 Land, buildings and improvements                           65,380              58,220
 Machinery and equipment                                   152,975             130,031
 Office equipment, furniture, and fixtures                  62,341              55,284
 Purchased software                                         21,020              17,114

                                                           301,716             260,649

Less accumulated depreciation and amortization             116,582             103,422

Net property, plant, and equipment                         185,134             157,227

Goodwill and other intangibles                             112,281              48,239

Other assets                                                22,021               1,615


Total assets                                            $1,226,722          $1,106,938

</TABLE>

See accompanying notes to consolidated condensed financial statements.

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

<TABLE>

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

                      LIABILITIES AND SHAREHOLDERS' EQUITY

<CAPTION>


                                                            July 2,        December 31,
                                                              2000                1999
                                                        (Unaudited)
<S>                                                       <C>                 <C>
Current liabilities:
Accounts payable                                          $110,304            $ 78,641
Accrued expenses                                            39,775              41,966
Accrued compensation                                        21,718              25,743
Accrued sales and marketing programs                        17,227              16,853
Income taxes payable                                        20,191              30,616

Total current liabilities                                  209,215             193,819

Deferred tax liability                                      13,260              11,029

Total liabilities                                          222,475             204,848

Shareholders' equity:
Common stock, $.01 par value;
 authorized 450,000 shares; issued 194,625
 shares in 2000 and 193,339 shares in 1999                   1,946               1,933
Additional paid-in capital                                 103,682              82,989
Retained earnings                                          902,744             820,525
Treasury stock, 250 shares, at cost                        (1,551)             (1,551)
Accumulated other comprehensive income (loss)              (2,574)             (1,806)

Total shareholders' equity                               1,004,247             902,090

Total liabilities and shareholders' equity              $1,226,722          $1,106,938

</TABLE>

See accompanying notes to consolidated condensed financial statements.

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

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

<CAPTION>


                                            Six months ended            Three months ended
                                          July 2,       June 27,        July 2,       June 27,
                                            2000           1999           2000           1999
                                                             (Unaudited)

<S>                                     <C>            <C>            <C>            <C>
Net sales                               $675,158       $592,647       $365,745       $315,462

Cost of goods sold                       364,788        331,939        201,344        176,909

Gross profit                             310,370        260,708        164,401        138,553

Operating expenses:
Marketing, selling, general and
 administrative                          156,045        137,426         79,558         71,102
Special charges                           30,400              -         30,400              -
Research and development                  20,928         17,775         11,623          8,823

Total operating expenses                 207,373        155,201        121,581         79,925

Operating income                         102,997        105,507         42,820         58,628

Other income, net                         12,804          4,571          6,634          2,100

Earnings before income taxes             115,801        110,078         49,454         60,728

Income taxes                              33,582         32,473         14,341         17,914

Net income                               $82,219        $77,605        $35,113        $42,814

Basic earnings per share                 $   .42        $   .40        $   .18        $   .22

Basic weighted average shares            193,769        191,861        194,089        191,962
outstanding

Diluted earnings per share               $   .41        $   .40        $   .17        $   .22

Diluted weighted average shares          200,336        195,850        201,040        195,177
outstanding

</TABLE>

See accompanying notes to consolidated condensed financial statements.

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

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

<CAPTION>


                                              Six months ended            Three months ended
                                           July 2,       June 27,       July 2,       June 27,
                                             2000           1999           2000          1999
<S>                                        <C>           <C>            <C>            <C>
                                                              (Unaudited)
Cash flows from operating activities
Net income                                $82,219        $77,605        $35,113       $42,814
Adjustments to reconcile net income
 to net cash provided by (used in)
 operating activities:
Depreciation                               14,844         10,374          7,710         5,430
Deferred income taxes                       5,348        (4,275)          1,313       (5,200)
Special charges                            30,400              -         30,400             -
Other non-cash items, net                   2,714          3,434          1,868           259
Changes in operating assets and
 liabilities excluding effects of
 acquisitions:
  Accounts receivable                    (21,023)       (18,429)        (29,936)          952
  Inventories                            (31,435)        (3,214)        (14,809)       11,626
  Prepaid expenses and other
   current assets                         (4,693)        (5,662)         (2,664)      (5,127)
  Other assets                           (47,772)            397        (47,186)           68
  Accounts payable                         18,821          7,406           5,986        7,147
  Accrued expenses                       (10,532)         12,707         (1,963)        2,330
  Income taxes payable                   (10,608)          1,866         (3,546)          775
Net cash provided by (used in)
 operating activities                      28,283         82,209        (17,714)       61,074

Cash flows from investing activities
Purchases of held-to-maturity debt
 securities                              (75,000)              -               -            -
Capital expenditures, net of capital
 grants                                  (39,727)       (13,904)        (28,409)      (9,580)
Acquisitions                             (78,922)        (8,310)        (78,922)        (145)
Net cash used in investing activities   (193,649)       (22,214)       (107,331)      (9,725)

Cash flows from financing activities
Proceeds from issuances of common stock    16,706          3,448           9,403        2,281
Repayment of short term debt                    -       (11,532)              -       (7,797)
Net cash provided by (used in) financing
 activities                                16,706        (8,084)           9,403      (5,516)

Net change in cash and cash equivalents (148,660)         51,911       (115,642)       45,833
Cash and cash equivalents at beginning
 of period                                456,325        219,908         423,307      225,986
Cash and cash equivalents at end of
 period                                  $307,665       $271,819        $307,665     $271,819

Supplemental cash flow disclosures
Cash paid during the period for income
 taxes (net of refunds)                   $38,288        $32,265         $16,433      $20,942

</TABLE>

See accompanying notes to consolidated condensed financial statements.

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



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



1.   Management Representation

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


2.   Principles of Consolidation

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


3.   Earnings Per Share

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

<TABLE>
<CAPTION>
In thousands                                      Six months ended             Three months ended
                                                July 2,        June 27,        July 2,      June 27,
                                                  2000            1999           2000          1999
<S>                                            <C>             <C>            <C>           <C>
Basic weighted average shares outstanding      193,769         191,861        194,089       191,962
Net effect of dilutive potential common
 shares outstanding based on the treasury stock
 method using the average market price           6,567           3,989          6,951         3,215
Diluted weighted average shares outstanding    200,336         195,850        201,040       195,177

Antidilutive potential common shares
 excluded from the computation above                 -             310              -           315

</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 below).


5.   Comprehensive Income

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

<TABLE>
<CAPTION>
 In thousands                                   Six months ended             Three months ended
                                             July 2,       June 27,       July 2,        June 27,
                                               2000           1999           2000           1999
 <S>                                        <C>            <C>            <C>           <C>
 Net income                                 $82,219        $77,605        $35,113        $42,814

 Other comprehensive income (loss),
  net of tax:
  Change in foreign currency translation
   adjustment                                 (768)        (1,702)             22        (1,776)
 Other comprehensive income (loss)            (768)        (1,702)             22        (1,776)

 Comprehensive income                       $81,451        $75,903        $35,135        $41,038

</TABLE>

6.   Short Term Investments

At  July  2,  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  expenses.   The  Company's  cash  outlays  associated  with  the
acquisition were financed from operating cash.  At the end of the second quarter
of  2000, the excess of the purchase price over the estimated fair value of  the
tangible  net  assets  acquired  has been included  in  goodwill  and  is  being
amortized  on  a  straight-line basis over 15 years.  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 expenses.  The Company's cash outlays
associated with the acquisition were financed from operating cash.  At  the  end
of  the  second  quarter  of 2000, the excess of the  purchase  price  over  the
estimated  fair value of the tangible net assets acquired has been  included  in
goodwill  and  is being amortized on a straight-line basis over 15  years.   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.

                                       8
<PAGE>

8.   Special Charges
During  the  second  quarter of 2000, the Company agreed  to  license  worldwide
patent rights relating to uninterruptible power supply technology for a lump-sum
cash payment of $48.0 million, as more fully described under Part II, Item  1  -
Legal  Proceedings.   The license fee was paid from operating  cash  during  the
second  quarter of 2000.  The Company evaluated the portion of the  license  fee
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  value  was  expensed  and the projected  value  was  capitalized.
Accordingly, a write-off of the fully paid-up portion of the patent licenses was
recognized in the Company's statement of income for the second quarter  of  2000
as  a  special  charge  to pre-tax earnings of $30.4 million,  including  direct
expenses  of  $1.9  million.  The remaining balance of $19.5  million  has  been
classified on the consolidated balance sheet as a long term asset and is being
amortized  on  a  straight-line  basis over 9  years,  the  estimated  remaining
economic life of the patent license.


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.

Summary operating segment information is as follows:

<TABLE>
<CAPTION>
 In thousands                                     Six months ended             Three months ended
                                                July 2,        June 27,        July 2,       June 27,
                                                  2000           1999            2000           1999
 <S>                                          <C>            <C>            <C>            <C>
 Net sales                                    $675,158        $592,647       $365,745       $315,462

 Segment direct contribution margin           $284,334        $240,042       $150,274       $130,385
 Indirect operating expenses                   150,937         134,535         77,054         71,757
 Special charges                                30,400               -         30,400              -
 Other income, net                              12,804           4,571          6,634          2,100
 Earnings before income taxes                 $115,801        $110,078        $49,454        $60,728

</TABLE>

                                        9
<PAGE>

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

RESULTS OF OPERATIONS:

Revenues
Net  sales  were $365.7 million for the second quarter of 2000, an  increase  of
15.9% compared to $315.5 million for the same period in 1999.  Net sales for the
first  half of 2000 were $675.2 million compared to $592.6 million in  1999,  an
increase of 13.9%.  The growth in net sales in the second quarter and first half
of  2000 from the comparable periods in 1999 was attributable to growth  in  the
Company's high-end and enterprise businesses, including $12.9 million in  second
quarter  2000  sales  attributable to Advance Power  and  ABL  Electronics  (see
"Acquisitions" below).  Second quarter and first half 2000 net sales growth  was
led by increases in Asia and the Americas.  Net sales in the Asia Pacific region
grew 41% and 42%, respectively, while net sales in the Americas (North and Latin
America) grew 21% and 16%, respectively.  Net sales in EMEA (Europe, Middle East
and  Africa) decreased 5% 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 second quarter of 2000 grew two percent versus the
second quarter of 1999 while EMEA net sales for the first half of 2000 grew four
percent versus the first half of 1999.

Cost of Goods Sold
Cost  of  goods  sold  was $201.3 million or 55.1% of net sales  in  the  second
quarter  of 2000 compared to $176.9 million or 56.1% of net sales in the  second
quarter of 1999.  Cost of goods sold was $364.8 million or 54.0% of net sales in
the first half of 2000 compared to $331.9 million or 56.0% in the first half  of
1999.   Second  quarter 2000 gross margin was 44.9% of net sales,  approximately
100  basis  points higher than the comparable period in 1999.  First  half  2000
gross margin was 46.0% of net sales, approximately 200 basis points higher  than
the  comparable  period  in  1999.  The improvements were  driven  primarily  by
manufacturing  cost reductions, particularly material cost reductions,  and  the
ongoing  transition of production from the U.S. and Ireland to the  Philippines,
partially offset by the full quarter impact of price reductions on selected
Back-UPSr products made late in the first quarter of 2000.  Total inventory
reserves at July 2, 2000 were $19.8 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.

SG&A expenses were $79.6 million or 21.8% of net sales for the second quarter of
2000  compared to $71.1 million or 22.5% of net sales for the second quarter  of
1999.   SG&A  expenses were $156.0 million or 23.1% of net sales for  the  first
half of 2000 compared to $137.4 million or 23.2% of net sales for the first half
of  1999.   The  increase in total spending over last year was due primarily  to
costs  associated  with increased staffing and operating  expenses  of  selling,
administrative,  and marketing functions, as well as increased  advertising  and
promotional  costs, 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  allowance  for  doubtful accounts at July 2,  2000  was  6.6%  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 11.8% of total receivables at July 2, 2000,
up  from 9.0% at December 31, 1999.  This increase reflects a growing portion of
the  Company's  business  originating in areas where longer  payment  terms  are
customary, including a growing contribution from international markets  as  well
as  large  system  enterprise sales primarily associated with  Silcon  products.
Write-offs of uncollectible accounts have historically represented less than  1%
of  total net sales.  A majority of international customer balances are  covered
by receivables insurance.

During  the  second  quarter of 2000, the Company agreed  to  license  worldwide
patent rights relating to uninterruptible power supply technology for a lump-sum

                                       10
<PAGE>
cash payment of $48.0 million, as more fully described under Part II, Item  1  -
Legal  Proceedings.   The license fee was paid from operating  cash  during  the
second  quarter of 2000.  The Company evaluated the portion of the  license  fee
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  value  was  expensed  and the projected  value  was  capitalized.
Accordingly, a write-off of the fully paid-up portion of the patent licenses was
recognized in the Company's statement of income for the second quarter  of  2000
as  a  special  charge  to pre-tax earnings of $30.4 million,  including  direct
expenses  of  $1.9  million.  The remaining balance of $19.5  million  has  been
classified on the consolidated balance sheet as a long term asset and is being
amortized  on  a  straight-line  basis over 9  years,  the  estimated  remaining
economic life of the patent license.

R&D expenses were $11.6 million or 3.2% of net sales and $8.8 million or 2.8% of
net  sales  for  the second quarters of 2000 and 1999, respectively,  and  $20.9
million  or  3.1% of net sales and $17.8 million or 3.0% of net  sales  for  the
first  six 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  six  month periods ended July 2, 2000  and  June  27,  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 July 2, 2000 was $698.1 million compared to $706.0 million at
December  31,  1999.   The Company has been able to substantially  maintain  its
working capital position as the result of continued strong operating results and
despite internally financing the acquisitions and capital investment required to
expand  its operations.  The Company's cash and short term investments  position
decreased to $382.7 million at July 2, 2000 from $456.3 million at December  31,
1999,  due primarily to 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).

Worldwide  inventories were $224.0 million at July 2, 2000  compared  to  $176.5
million at December 31, 1999.  The first half 2000 inventory build was primarily
related  to anticipation of increased demand patterns during the second half  of
the year which result from typical seasonal factors, combined with $16.9 million
in   inventory   attributable  to  Advance  Power  and  ABL   Electronics   (see
"Acquisitions" below).  Inventory levels as a percentage of quarterly sales were
61% in the second quarter of 2000, up from 45% in the fourth quarter of 1999.

At  July  2,  2000, the Company had $50 million available for future  borrowings
under an unsecured line of credit agreement at a floating interest rate equal to
the  bank's  cost  of funds rate plus .625%; 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  July 2, 2000.  The Company had no  significant  financial
commitments, other than those required in the normal course of business, at July
2, 2000.

Capital   investment  for  the  first  half  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 July 2, 2000.

                                       12
<PAGE>
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  expenses.   The  Company's  cash  outlays  associated  with  the
acquisition were financed from operating cash.  At the end of the second quarter
of  2000, the excess of the purchase price over the estimated fair value of  the
tangible  net  assets  acquired  has been included  in  goodwill  and  is  being
amortized  on  a  straight-line basis over 15 years.  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 expenses.  The Company's cash outlays
associated with the acquisition were financed from operating cash.  At  the  end
of  the  second  quarter  of 2000, the excess of the  purchase  price  over  the
estimated  fair value of the tangible net assets acquired has been  included  in
goodwill  and  is being amortized on a straight-line basis over 15  years.   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.

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 second quarters
and first six month periods of 2000 and 1999.

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

           <TABLE>
           <CAPTION>
           In thousands            Foreign Currency           US Dollars
           <S>                            <C>                    <C>
           European Euros                    14,065              $13,256
           Japanese Yen                   1,240,100               11,750
           British Pounds                     7,571               11,436
           Swiss Francs                      17,546               10,634
           German Marks                      20,498                9,855
           French Francs                     38,120                5,477
           </TABLE>

The  Company  also  had  non-trade  receivables  of  3.3  million  Irish  Pounds
(approximately  US$4.0 million) and liabilities denominated in various  European
currencies  of  US$46.6  million,  as well as  Yen  denominated  liabilities  of
approximately US$5.3 million.

                                       12
<PAGE>
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
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 adoption of this Statement
is  not  expected  to  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 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  including,  without  limitation,  the  pending  Anthony  F.  Coppola
litigation,  as more fully described under Part II, Item 1 - Legal  Proceedings;
financial  impact during any period of the Company's purchase of the license  to
certain patent rights under a worldwide patent license from General Signal Power
Systems; and the risks described from time to time in the Company's filings with
the Securities and Exchange Commission.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

                                       13
<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,
claims  sole  ownership of the patent referenced in the lawsuit.  Coppola  seeks
unspecified damages, costs, fees, and injunctive relief.  On or about April  14,
1999, the Company removed the case from the United States District Court for the
Central  District  of  California to the United States District  Court  for  the
District of Massachusetts.  The Company intends to vigorously defend against the
suit  and  believes  the ultimate disposition of this matter  will  not  have  a
material  adverse  effect on the Company's consolidated  financial  position  or
results  of  operations or liquidity.  No provision for any liability  that  may
result  from  this  action  has been recognized in  the  Company's  consolidated
financial statements.

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


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On  April  28,  2000, the Company acquired all of the outstanding stock  of  ABL
Electronics Corporation from the stockholders thereof.  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.

Such  selling  stockholders represented to the Company that they were  acquiring
the  shares  of the Company's common stock as principal for their own respective
accounts  for  investment  and  would refrain  from  transferring  or  otherwise
disposing  of the shares in contravention of the Securities Act of 1933  or  any
other  applicable securities legislation.  Based on the foregoing and  the  fact
that the Company had reason to believe that such stockholders were familiar with
and  had access to information concerning the operations and financial condition
of  the  Company,  the  Company issued the common stock  on  reliance  upon  the
exemption from registration under Section 4(2) of the Securities Act of 1933  as
a  transaction  not  involving a public offering.  There  were  no  underwriters
involved in such private placement transaction.

                                       14
<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The  Annual  Meeting  of  Shareholders was held on May 11,  2000  at  which  the
shareholders of the Company approved the following:

(i)   by a vote of 168,992,865 shares in favor, 1,951,643 opposed, 1,635,704
      abstaining, and 8,770 broker non-votes, the number of directors was
      fixed at five.

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

                                          For             Withheld
           Rodger B. Dowdell, Jr.     165,512,358          7,076,624
           James D. Gerson            165,474,303          7,114,679
           Emanuel E. Landsman        165,476,563          7,112,419
           Ervin F. Lyon              163,910,667          8,678,315
           Neil E. Rasmussen          165,503,072          7,085,910

In  addition,  by  a  vote  of 39,328,134 shares in favor,  91,329,961  opposed,
14,404,482  abstaining, and 27,526,405 broker non-votes, a shareholder  proposal
regarding the composition of the Company's Board of Directors, was not approved.



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 Annual Report on  Form
          10-K  for  the  fiscal year ended December 31, 1994  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. 4  Stock Purchase Agreement dated as of April 28, 2000, by and among
          ABL Acquisition Corporation, Randall R. Amon, Daniel Bryan, William C.
          Litsinger  III,  Jack L. Ottenheimer and Kevin W. Campion,  previously
          filed as an exhibit to the Company's Registration Statement on Form S-
          3 and incorporated herein by reference (File No. 333-42348)

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 July 2, 2000.

                                       15
<PAGE>
                                                                       FORM 10-Q
                                                                    July 2, 2000


                                   SIGNATURES


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


                      AMERICAN POWER CONVERSION CORPORATION

                             Date:  August 16, 2000


                               /s/ Donald M. Muir

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

                                        16
<PAGE>
                                                                       FORM 10-Q
                                                                    July 2, 2000
<TABLE>


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                  EXHIBIT INDEX
<CAPTION>

Exhibit Number       Description                                                           Page No
<S>                  <C>                                                                   <C>
Exhibit Number 3.1   Articles  of Organization of the Company, as amended,  previously
                     filed  as an exhibit to the Company's Annual Report on Form  10-K
                     for  the  fiscal  year ended December 31, 1994  and  incorporated
                     herein by reference (File No. 1-12432)

Exhibit Number 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. 4        Stock  Purchase  Agreement dated as of April  28,  2000,  by  and
                     among  ABL  Acquisition  Corporation,  Randall  R.  Amon,  Daniel
                     Bryan,  William C. Litsinger III, Jack L. Ottenheimer  and  Kevin
                     W.  Campion,  previously  filed as an exhibit  to  the  Company's
                     Registration  Statement  on Form S-3 and incorporated  herein  by
                     reference (File No. 333-42348)

Exhibit No. 27       Financial Data Schedule                                                18
</TABLE>