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 1, 2001

                                       or

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


                         Commission File Number: 1-12432


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


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


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

Indicate by check mark whether the Registrant (1) has filed all reports required
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 9, 2001 -
                                 195,355,000 shares

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


             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

                                      INDEX

                                                                  Page No.
Part I - Financial Information:

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

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

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

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


   Item 2. Management's Discussion and Analysis of
           Financial Condition and Results of Operations           9 - 13


   Item 3. Quantitative and Qualitative Disclosures
           About Market Risk                                        13


Part II - Other Information:

   Item 4. Submission of Matters to a Vote of Security Holders      14

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

Signatures                                                          16

Exhibit Index                                                       17

                                        2
<PAGE>

                                                                       FORM 10-Q
                                                                    July 1, 2001
PART I - CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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

                                     ASSETS
<CAPTION>

                                               July 1,        December 31,
                                                 2001                2000
                                             (Unaudited)
<S>                                          <C>                 <C>
Current assets:
Cash and cash equivalents                    $291,748            $283,025
Short term investments                         13,853              25,000
Accounts receivable,
 less allowance for doubtful accounts of
 $21,784 in 2001 and $20,085 in 2000          299,555             298,041
Inventories:
 Raw materials                                192,890             120,685
 Work-in-process and finished goods           170,698             168,347
Total inventories                             363,588             289,032

Prepaid expenses and other current assets      23,429              23,488

Deferred income taxes                          42,036              42,024

Total current assets                        1,034,209             960,610

Property, plant, and equipment:
 Land, buildings and improvements              73,206              72,136
 Machinery and equipment                      193,961             178,558
 Office equipment, furniture,
  and fixtures                                 74,410              68,765
 Purchased software                            28,662              25,633
                                              370,239             345,092
Less accumulated depreciation
 and amortization                             150,763             133,335
Net property, plant, and equipment            219,476             211,757

Goodwill and other intangibles, net           118,195             122,716

Other assets                                   20,944              22,022

Total assets                               $1,392,824          $1,317,105

</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        3
<PAGE>
                                                                       FORM 10-Q
                                                                    July 1, 2001
<TABLE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
                      (In thousands, except per share data)

                      LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>

                                               July 1,        December 31,
                                                 2001                2000
                                             (Unaudited)
<S>                                          <C>                 <C>
Current liabilities:
Accounts payable                             $107,761            $105,031
Accrued expenses                               34,223              37,946
Accrued compensation                           21,227              21,708
Accrued sales and marketing programs           23,736              15,210
Deferred revenue                               14,028              11,847
Income taxes payable                           13,651              14,377

Total current liabilities                     214,626             206,119

Deferred income taxes                          13,903              13,805

Total liabilities                             228,529             219,924

Shareholders' equity:
Common stock, $.01 par value;
 authorized 450,000 shares;
 issued 195,584 shares in 2001
 and 195,071 shares in 2000                 	1,956               1,951
Additional paid-in capital                    120,878             115,381
Retained earnings                           1,048,169             986,176
Treasury stock, 250 shares, at cost            (1,551)             (1,551)
Accumulated other comprehensive loss           (5,157)             (4,776)

Total shareholders' equity                  1,164,295           1,097,181

Total liabilities and
 shareholders' equity                      $1,392,824          $1,317,105

</TABLE>


See accompanying notes to consolidated condensed financial statements.

                                        4
<PAGE>

                                                                       FORM 10-Q
                                                                    July 1, 2001
<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 1,        July 2,        July 1,        July 2,
                                  2001           2000           2001           2000
                                                     (Unaudited)
<S>                           <C>            <C>            <C>            <C>
Net sales                     $724,232       $679,232       $364,544       $368,036

Cost of goods sold             456,186        376,859        221,487        207,618

Gross profit                   268,046        302,373        143,057        160,418

Operating expenses:
Marketing, selling, general
 and administrative            163,443        148,048         84,198         75,575
Special charges                      -         30,400              -         30,400
Research and development        26,483         20,928         13,351         11,623

Total operating expenses       189,926        199,376         97,549        117,598

Operating income                78,120        102,997         45,508         42,820

Other income, net                8,584         12,804          3,162          6,634

Earnings before income taxes    86,704        115,801         48,670         49,454

Income taxes                    24,711         33,582         13,871         14,341

Net income                     $61,993        $82,219        $34,799        $35,113

Basic earnings per share       $   .32        $   .42        $   .18        $   .18

Basic weighted average
 shares outstanding            195,043        193,769        195,176        194,089

Diluted earnings per share     $   .31        $   .41        $   .18        $   .17

Diluted weighted average
 shares outstanding            196,983        200,336        197,482        201,040
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        5
<PAGE>
                                                                       FORM 10-Q
                                                                    July 1, 2001
<TABLE>
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<CAPTION>
                                     Six months ended           Three months ended
                                   July 1,       July 2,       July 1,       July 2,
                                     2001          2000          2001          2000
                                                      (Unaudited)
<S>                               <C>           <C>           <C>           <C>
Cash flows from
 operating activities:
Net income                        $61,993       $82,219       $34,799       $35,113
Adjustments to reconcile
 net income to net cash
 provided by (used in
 operating activities:
Depreciation and amortization
 of property, plant, and
 equipment                         19,342        14,844         9,466         7,710
Deferred income taxes                  86         5,348          (546)        1,313
Special charges                         -        30,400             -        30,400
Other non-cash items, net           6,837         2,714         3,530         1,868
Changes in operating assets
 and liabilities excluding
 effects of acquisitions:
  Accounts receivable              (4,298)      (21,023)       17,608       (29,936)
  Inventories                     (74,556)      (31,435)      (32,736)      (14,809)
  Prepaid expenses and
   other current assets                59        (4,693)        3,314        (2,664)
  Other assets                       (172)      (47,772)           83       (47,186)
  Accounts payable                  2,730        18,821         8,657         5,986
  Accrued expenses                  6,503       (10,532)        1,051        (1,963)
  Income taxes payable               (726)      (10,608)       (1,659)       (3,546)
Net cash provided by (used in)
 operating activities              17,798        28,283        43,567       (17,714)

Cash flows from
 investing activities:
Purchases of held-to-maturity
 debt securities                  (13,853)      (75,000)       (4,853)            -
Maturities of held-to-maturity
 debt securities                   25,000             -             -             -
Capital expenditures,
 net of capital grants            (28,468)      (39,727)      (18,067)      (28,409)
Proceeds from sale of
 property, plant, and equipment     2,744             -             -             -
Acquisitions                            -       (78,922)            -       (78,922)
Net cash used in investing
 activities                       (14,577)     (193,649)      (22,920)     (107,331)

Cash flows from
 financing activities:
Proceeds from issuances of
 common stock                       5,502        16,706         4,187         9,403
Net cash provided by
 financing activities               5,502        16,706         4,187         9,403

Net change in cash and
 cash equivalents                   8,723      (148,660)       24,834      (115,642)
Cash and cash equivalents at
 beginning of period              283,025       456,325       266,914       423,307
Cash and cash equivalents at
 end of period                   $291,748      $307,665      $291,748      $307,665

Supplemental cash flow
 disclosures
Cash paid during the period
 for income taxes (net of
 refunds)                         $23,985       $38,288       $15,476       $16,433

</TABLE>

See accompanying notes to consolidated condensed financial statements.

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



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



1.   Management Representation

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


2.   Principles of Consolidation

The  consolidated  financial  statements include  the  financial  statements  of
American  Power  Conversion Corporation 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 1,        July 2,       July 1,       July 2,
                                     2001           2000          2001          2000
<S>                               <C>            <C>           <C>           <C>
Basic weighted average
 shares outstanding               195,043        193,769       195,176       194,089
Net effect of dilutive
 potential common shares
 outstanding based on the
 treasury stock method using
 the average market price           1,940          6,567         2,306         6,951
Diluted weighted average
 shares outstanding               196,983        200,336       197,482       201,040

Antidilutive potential
 common shares excluded
 from the computation above         6,797              -         6,720             -

</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.


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 1,        July 2,       July 1,        July 2,
                                     2001           2000          2001           2000
 <S>                              <C>            <C>           <C>            <C>
 Net income                       $61,993        $82,219       $34,799        $35,113

 Other comprehensive income
  (loss), net of tax:
 Change in foreign currency
   translation adjustment            (381)          (768)         (522)            22
 Other comprehensive income (loss)   (381)          (768)         (522)            22

 Comprehensive income             $61,612        $81,451       $34,277        $35,135

 </TABLE>


6.   Short Term Investments

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


7.   Operating Segment Information

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

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

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

 <TABLE>
 <CAPTION>
 In thousands                         Six months ended            Three months ended
                                    July 1,        July 2,       July 1,        July 2,
                                      2001           2000          2001           2000
 <S>                              <C>            <C>           <C>            <C>
 Segment net sales
 Small Systems                    $585,259       $603,244      $298,975       $321,355
 Large Systems                     119,446         71,914        54,669         44,390
 Other                              16,797              -         9,284              -
 Total segment net sales           721,502        675,158       362,928        365,745
 Shipping and
  handling revenues                  2,730          4,074         1,616          2,291
 Total net sales                  $724,232       $679,232      $364,544       $368,036

 Segment profits
 Small Systems                    $243,924       $273,972      $132,471       $145,151
 Large Systems                     (10,459)        10,815        (7,204)         5,123
 Other                              10,367              -         5,794              -
 Total segment profits             243,832        284,787       131,061        150,274
 Shipping and handling
  net costs                         11,835          7,997         5,550          3,983
 Indirect operating expenses       153,877        143,393        80,003         73,071
 Special charges                         -         30,400             -         30,400
 Other income, net                   8,584         12,804         3,162          6,634
 Earnings before
  income taxes                     $86,704       $115,801       $48,670        $49,454

 </TABLE>



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

RESULTS OF OPERATIONS

Revenues
Net sales were $364.5 million for the second quarter of 2001, a decrease of 0.9%
compared to $368.0 million for the same period in 2000.  Net sales for the first
half of 2001 were $724.2 million compared to $679.2 million in 2000, an increase
of  6.6%.   Second  quarter 2001 net sales included approximately  $9.7  million
attributable to Airflow Company which was acquired in the fourth quarter 2000.

APC's  Small  Systems business, which provides power protection, uninterruptible
power  supply (UPS) and management products for the PC, server, and  local  area
networking  markets, represented approximately 82% and 81% of net sales  in  the
second  quarter and first half of 2001, respectively.  Second quarter  2001  net
sales for this segment was down 7% versus the same period last year, while first
half  2001  net sales for this segment was down 3% versus the same  period  last
year.  The Large Systems segment, consisting primarily of UPS, DC-power systems,
and  precision  cooling products for data centers, facilities, and communication
applications, represented approximately 15% and 17% of net sales in  the  second
quarter and first half of 2001, respectively.  Second quarter 2001 net sales for
this  segment grew 23% versus the same period last year, while first  half  2001
net sales for this segment grew 66% versus the same period last year.

On  a geographic basis, the Americas (North and Latin America) represented 61.6%
of second quarter 2001 net sales and were down 1.0% year over year.  Europe, the
Middle  East,  and Africa (EMEA) represented 24.9% of net sales  and  grew  5.6%
compared  to  the same period last year.  Asia comprised 13.6% of the  quarter's
net sales and was down 11.0% year over year.  On a constant currency basis, EMEA
net sales for the second quarter of 2001 grew 9.8% versus the second quarter  of
2000,  while Asia net sales for the second quarter of 2001 fell 4.5% versus  the
same period last year.

                                        9
<PAGE>
On  a  geographic basis, the Americas represented 61.9% of first half  2001  net
sales and were up 11.3% year over year.  EMEA represented 22.9% of net sales and
were  down 1.7% compared to the same period last year.  Asia comprised 15.2%  of
the first half's net sales and grew 2.0% year over year.  On a constant currency
basis, EMEA net sales for the first half of 2001 grew 2.6% versus the first half
of  2000,  while Asia net sales for the first half of 2001 grew 8.7% versus  the
same period last year.

Cost of Goods Sold
Cost  of  goods  sold  was $221.5 million or 60.8% of net sales  in  the  second
quarter  of 2001 compared to $207.6 million or 56.4% of net sales in the  second
quarter of 2000.  Cost of goods sold was $456.2 million or 63.0% of net sales in
the first half of 2001 compared to $376.9 million or 55.5% in the first half  of
2000.   Second  quarter 2001 gross margin was 39.2% of net sales,  approximately
440  basis  points lower than the comparable period in 2000.   First  half  2001
gross  margin was 37.0% of net sales, approximately 750 basis points lower  than
the comparable period in 2000.  The year over year gross margin erosion resulted
from several factors, including the rapid growth of our lower gross margin Large
Systems  segment  and the impact of foreign currency exchange  rate  erosion  on
international  sales and margins, particularly in Asia in the first  quarter  of
2001  and  in EMEA in the second quarter of 2001.  Additional factors  were  the
cumulative  impact of pricing actions occurring subsequent to the first  quarter
of  2000,  combined  with  the  impact of Small Systems  material  cost  savings
recognized  in the form of favorable purchase price variances taken during  last
year's  first  quarter.  The year over year gross margin erosion for  the  Large
Systems  segment  resulted  from cost inefficiencies  resulting  from  continued
global capacity expansion.  Total inventory reserves at July 1, 2001 were  $23.7
million  compared to $20.5 million at December 31, 2000.  APC's reserve estimate
methodology  involves quantifying the total inventory position having  potential
loss  exposure,  reduced  by an amount reasonably forecasted  to  be  sold,  and
adjusting its interim reserve provisioning to cover the net loss exposure.

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

SG&A expenses were $84.2 million or 23.1% of net sales for the second quarter of
2001  compared to $75.6 million or 20.5% of net sales for the second quarter  of
2000.   SG&A  expenses were $163.4 million or 22.6% of net sales for  the  first
half of 2001 compared to $148.0 million or 21.8% of net sales for the first half
of  2000.   The  increase in total spending over last year was due primarily  to
costs associated with increased operating expenses of selling and administrative
functions,  as  well as increased promotional and sales incentives  costs.   The
allowance for doubtful accounts at July 1, 2001 was 6.8% of accounts receivable,
compared  to  6.3%  at  December 31, 2000.  APC continues to  experience  strong
collection performance.  Accounts receivable balances outstanding over  60  days
represented  21.3%  of  total receivables at July 1,  2001,  up  from  13.4%  at
December  31, 2000.  This increase reflects in part a growing portion  of  APC's
business  originating  in  areas  where  longer  payment  terms  are  customary,
including  a  growing contribution from international markets, as  well  as  the
product mix shift towards Large Systems business, which typically carries longer
sales  cycles  and  collection  cycles.   In  addition,  slower  payment  cycles
reflected  recent  macro economic trends.  Write-offs of uncollectible  accounts
have  historically represented less than 1% of total net sales.  A  majority  of
international customer balances are covered by receivables insurance.

R&D  expenses were $13.4 million or 3.7% of net sales and $11.6 million or  3.2%
of  net sales for the second quarters of 2001 and 2000, respectively, and  $26.5
million  or  3.7% of net sales and $20.9 million or 3.1% of net  sales  for  the
first  half periods of 2001 and 2000, respectively.  The increase in  total  R&D
spending primarily reflects increased numbers of software and hardware engineers
and other costs associated with new product development and engineering support.

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

                                       10
<PAGE>
Our  effective  income  tax rates were approximately 28.5%  and  29.0%  for  the
quarters  and  first  half  periods  ended  July  1,  2001  and  June  2,  2000,
respectively.  The decrease in the effective tax rate from last year is  due  to
the  expected  tax savings from an increasing portion of taxable earnings  being
generated from APC's operations in jurisdictions currently having a lower income
tax rate than the present U.S. statutory income tax rate.

LIQUIDITY AND CAPITAL RESOURCES

Working capital at July 1, 2001 was $819.6 million compared to $754.5 million at
December  31, 2000.  APC has been able to increase its working capital  position
as  the  result  of  continued strong operating results and  despite  internally
financing  the working and long term capital investments required to expand  its
operations.  Our cash, cash equivalents, and short term investments position was
$305.6  million at July 1, 2001, up from $275.9M at April 1, 2001 and down  from
$308.0 million at December 31, 2000.

Worldwide  inventories were $363.6 million at July 1, 2001  compared  to  $289.0
million  at  December  31, 2000.  Like many other vendors participating  in  the
communications and Internet infrastructure build-out, APC has been  impacted  by
the  rapid decline in forecasted demands during the fourth quarter of  2000  and
the  first  half of 2001.  Additionally, despite our growth rate  in  the  Large
Systems space, APC experienced first half shipment cancellations and rescheduled
sales  orders  from  customers in the telecommunications  and  service  provider
industry,  while  our  global capacity expansion and rebalancing  in  our  Large
Systems  business drove the need for additional safety stock.  Inventory  levels
as  a percentage of quarterly sales were 99.7% in the second quarter of 2001 and
92.0% in the first quarter of 2001.

At  July 1, 2001, we had $65.0 million available for future borrowings under  an
unsecured  line  of credit agreement at a floating interest rate  equal  to  the
bank's  cost of funds rate plus 0.625% and an additional $7.0 million  under  an
unsecured  line  of  credit agreement with a second bank at a  similar  interest
rate.   No  borrowings were outstanding under these facilities at July 1,  2001.
APC  had no significant financial commitments, other than those required in  the
normal course of business, at July 1, 2001.

During  the first half of 2001, our capital expenditures, net of capital grants,
consisted  primarily  of  manufacturing  and  office  equipment,  buildings  and
improvements,  and  purchased software applications.  The nature  and  level  of
capital spending was made to improve manufacturing capabilities, principally  in
Asia  and  the  U.S.,  and to support the increased selling  and  administrative
efforts necessitated by APC's growth.  First half 2001 capital spending included
Large Systems segment global capacity expansion into lower cost locations closer
to   local   end-user  customers  and  markets,  as  well  as   development   of
infrastructure   to  support  emerging  growth  in  the  Large  Systems   space.
Substantially all of APC's net capital expenditures were financed from available
operating  cash.   We  had  no material capital commitments,  other  than  those
required in the normal course of business, at July 1, 2001.

APC  has  agreements with the Industrial Development Authority of Ireland  under
which APC 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  APC  meeting  certain
employment goals and maintaining operations in Ireland until termination of  the
respective agreements.

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

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

                                       11
<PAGE>
At  July  1,  2001,  APC's  unhedged foreign currency  accounts  receivable,  by
currency, were as follows:

    <TABLE>
    <CAPTION>                   Foreign
    In thousands               Currency           US Dollars
    <S>                       <C>                    <C>
    European Euros               34,687              $29,848
    British Pounds               13,784               19,535
    Japanese Yen              1,983,627               15,950
    Swiss Francs                 22,676               12,853
    German Marks                 11,434                5,031
    French Francs                29,428                3,860
    </TABLE>

APC  also had non-trade receivables denominated in Irish Pounds of approximately
US$3.2  million,  liabilities  denominated in  various  European  currencies  of
approximately  US$48.1 million, and liabilities denominated in Japanese  Yen  of
approximately US$7.0 million.

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

Recently Issued Accounting Standards
In  July  2001,  the Financial Accounting Standards Board issued  Statements  of
Financial  Accounting  Standards No. 141, Business Combinations,  and  No.  142,
Goodwill  and Other Intangible Assets.  Statement 141 requires that the purchase
method  of accounting be used for (a) all business combinations initiated  after
June  30, 2001 and (b) all purchase method business combinations completed after
June 30, 2001.  Statement 141 also specifies the criteria that intangible assets
acquired  in  a purchase method business combination must meet in  order  to  be
recognized  and  reported apart from goodwill.  Pursuant to the requirements  of
Statement 142, goodwill and intangible assets with indefinite useful lives  will
no  longer  be  amortized, but instead will be tested for  impairment  at  least
annually.   Statement  142 also requires that intangible  assets  with  definite
useful  lives be (a) amortized over their respective estimated useful  lives  to
their  estimated residual values and (b) reviewed for impairment  in  accordance
with  Statement  of Financial Accounting Standards No. 121, Accounting  for  the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.

APC  is  required  to  adopt  the provisions of Statement  141  immediately  and
Statement  142  effective January 1, 2002.  Prior to the adoption  of  Statement
142,  APC's  goodwill  and intangible assets acquired in  business  combinations
completed before July 1, 2001 will continue to be amortized.  Also, prior to the
adoption  of Statement 142, goodwill and intangible assets acquired in  purchase
business  combinations completed by APC after June 30, 2001  and  determined  to
have  indefinite  useful lives will not be amortized but will be  evaluated  for
impairment  in  accordance  with the appropriate  pre-Statement  142  accounting
literature.

APC is currently studying the provisions of Statements 141 and 142.  At July  1,
2001,  APC has unamortized goodwill and other intangible assets of approximately
$118.2  million which will be subject to the transition provisions of Statements
141  and  142.   APC's  amortization  expense  related  to  goodwill  and  other
intangible  assets was $2.3 million in each of the first and second quarters  of
2001 and $7.4 million in fiscal year 2000.

In  April 2001, the EITF reached a consensus on Issue No. 00-25, "Vendor  Income
Statement  Characterization of Consideration Paid to a Reseller of the  Vendor's
Products."   This  issue  addresses the recognition  and  measurement  of  costs
incurred  by  a vendor in connection with a retailer's purchase or promotion  of
the  vendor's  products, including the income statement classification  of  such
costs  not  directly  addressed  in Issue 00-14  (see  below).   This  Issue  is
effective  January  1, 2002.  APC is currently studying the provisions  of  this
Issue and is also in the process of quantifying the impact of implementing  this
new guidance.

                                       12
<PAGE>
In  April  2001, the EITF revised the transition requirements of  its  May  2000
consensus on Issue No. 00-14, "Accounting for Certain Sales Incentives. "   This
issue involves the accounting for and reporting of sales subject to rebates  and
revenue  sharing  arrangements as well as coupons and discounts,  including  the
income  statement classification of rebates and other discounts.  This issue  is
effective  January  1, 2002.  APC is currently studying the provisions  of  this
Issue and is also in the process of quantifying the impact of implementing  this
new guidance.

In  June  1998,  the  Financial Accounting Standards Board issued  Statement  of
Financial  Accounting  Standards No. 133, Accounting for Derivative  Instruments
and Hedging Activities, which establishes accounting and reporting standards for
derivative  instruments,  including certain derivative instruments  embedded  in
other  contracts  (collectively  referred to as derivatives),  and  for  hedging
activities.   This Statement became effective for APC on January 1,  2001.   The
adoption  of  this  Statement  did not have any  impact  on  APC's  consolidated
financial  position or results of operations as we presently do not utilize  any
derivative instruments.

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

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



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

                                       13
<PAGE>
PART II - OTHER INFORMATION


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

The  Annual  Meeting  of Shareholders was held on June 7, 2001  at  which APC's
shareholders approved the following:

(i)  by  a  vote of 164,732,071 shares in favor, 7,421,368 opposed, and 856,794
     abstaining, the number of directors was fixed at five.

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

      <TABLE>
      <CAPTION>
                                  For                Withheld
      <S>                         <C>                <C>
      Rodger B. Dowdell, Jr.      158,375,420        14,634,813
      James D. Gerson             167,799,912         5,210,321
      Emanuel E. Landsman         158,139,673        14,870,560
      Ervin F. Lyon               167,809,169         5,201,064
      Neil E. Rasmussen           157,592,670        15,417,563
      </TABLE>

In  addition,  by  a  vote  of 34,503,031 shares in favor,  91,074,842 opposed,
4,635,659  abstaining, and 42,796,701 broker non-votes, a  shareholder proposal
regarding the composition of APC's Board of Directors, was not approved.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)  Exhibits

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

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

(B)  Reports on Form 8-K

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

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


                                   SIGNATURES


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


                      AMERICAN POWER CONVERSION CORPORATION

                             Date:  August 15, 2001


                               /s/ Donald M. Muir

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


                                       15
<PAGE>
                                                                       FORM 10-Q
                                                                    July 1, 2001



             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                  EXHIBIT INDEX


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

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

</TABLE>

                                       16