UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ___________________


                                    FORM 10-Q


 (Mark One)
[ X ] QUARTERLY  REPORT  PURSUANT  TO SECTION 13  OR  15(d)  OF  THE  SECURITIES
      EXCHANGE ACT OF 1934
      For the quarterly period ended March 30, 2003
                                       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  [   ]


Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
                        YES  [ X ]              NO  [   ]


    Registrant's Common Stock outstanding, $0.01 par value, at May 6, 2003 -
                               196,593,000 shares

                                        1
<PAGE>
                                                                       FORM 10-Q
                                                                  March 30, 2003




                      AMERICAN POWER CONVERSION CORPORATION

                                      INDEX

                                                                    Page No.

Part I - Financial Information:

  Item 1.  Consolidated Condensed Financial Statements:
           Consolidated Condensed Balance Sheets -
           March 30, 2003 and December 31, 2002 (Unaudited)          3 - 4

           Consolidated Condensed Statements of Income -
           Three Months Ended
           March 30, 2003 and March 31, 2002 (Unaudited)               5

           Consolidated Condensed Statements of Cash Flows -
           Three Months Ended
           March 30, 2003 and March 31, 2002 (Unaudited)               6

           Notes to Consolidated Condensed Financial
           Statements (Unaudited)                                    7 - 14

  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                      14 - 22

  Item 3.  Quantitative and Qualitative Disclosures About
           Market Risk                                                 23

  Item 4.  Controls and Procedures                                     23


Part II - Other Information:

  Item 1.  Legal Proceedings                                           24

  Item 6.  Exhibits and Reports on Form 8-K                            24


Signatures                                                             25


Certifications of Chief Executive Officer and
  Chief Financial Officer                                           26 - 27


Exhibit Index                                                          28

                                        2
<PAGE>
                                                                       FORM 10-Q
                                                                  March 30, 2003
PART I - CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

ITEM 1.  FINANCIAL STATEMENTS

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                      In thousands except per share amount
                                   (Unaudited)

                                     ASSETS


<TABLE>
<CAPTION>
                                                      March 30,   December 31,
                                                          2003           2002
<S>                                                 <C>            <C>
Current assets:
Cash and cash equivalents                             $237,715       $209,322
Short term investments (Note 5)                        394,260        430,986
Accounts receivable, less allowance
  for doubtful accounts of
  $18,604 in 2003 and $17,855 in 2002                  236,546        237,079
Inventories:
  Raw materials                                        198,002        175,079
  Work-in-process and finished goods                   153,991        144,892
Total inventories                                      351,993        319,971

Prepaid expenses and
  other current assets                                  27,093         24,545
Assets held-for-sale (Notes 4 and 7)                     3,033          3,033
Deferred income taxes                                   48,506         51,606

Total current assets                                 1,299,146      1,276,542

Property, plant and equipment:
  Land, buildings and improvements                      64,314         64,190
  Machinery and equipment                              197,360        195,076
  Office equipment, furniture
    and fixtures                                        78,760         78,388
  Purchased software                                    32,348         32,513
                                                       372,782        370,167
Less accumulated depreciation
  and amortization                                     203,380        195,239
Net property, plant and equipment                      169,402        174,928

Long term investments (Note 5)                          53,022         56,293
Goodwill (Note 6)                                        6,679          6,679
Other intangibles, net (Note 6)                         58,292         61,257
Deferred income taxes                                   25,774         26,354
Other assets                                             2,397          2,527

Total assets                                        $1,614,712     $1,604,580
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        3
<PAGE>
                                                                       FORM 10-Q
                                                                  March 30, 2003

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
                      In thousands except per share amount
                                   (Unaudited)

                      LIABILITIES AND SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                      March 30,   December 31,
                                                          2003           2002
<S>                                                 <C>            <C>
Current liabilities:
Accounts payable                                       $95,610        $99,983
Accrued compensation                                    27,689         33,029
Accrued warranty (Note 8)                               20,746         27,183
Accrued sales and marketing programs                    25,374         22,405
Other accrued expenses                                  28,642         30,301
Deferred revenue                                        20,035         19,135
Income taxes payable                                    35,778         45,404

Total current liabilities                              253,874        277,440

Deferred tax liability                                  14,855         15,088

Total liabilities                                      268,729        292,528

Shareholders' equity
  (Notes 9, 10, 11 and 12):
Common stock, $0.01 par value;
  authorized 450,000 shares;
  issued 196,756 shares in 2003
  and 196,496 shares in 2002                             1,968          1,965
Additional paid-in capital                             134,330        131,827
Retained earnings                                    1,211,542      1,181,563
Treasury stock, 250 shares, at cost                     (1,551)        (1,551)
Accumulated other comprehensive loss                      (306)        (1,752)

Total shareholders' equity                           1,345,983      1,312,052

Total liabilities and shareholders' equity          $1,614,712     $1,604,580
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        4
<PAGE>
                                                                       FORM 10-Q
                                                                  March 30, 2003

             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                     In thousands except earnings per share
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Three months ended
                                                      March 30,      March 31,
                                                          2003           2002
<S>                                                   <C>            <C>
Net sales (Note 13)                                   $308,975       $296,712

Cost of goods sold                                     183,061        194,411

Gross profit                                           125,914        102,301

Operating expenses:
Marketing, selling, general
  and administrative                                    72,380         66,152
Research and development                                14,520         14,801
Total operating expenses                                86,900         80,953

Operating income                                        39,014         21,348

Other income, net                                        2,508          1,831

Earnings before income taxes
  and cumulative effect
  of accounting change                                  41,522         23,179

Income taxes                                            11,543          6,606

Earnings before cumulative
  effect of accounting change                           29,979         16,573

Cumulative effect of accounting
  change, net of income taxes
  of $15,459 (Note 3)                                       --         34,500

Net income (loss)                                      $29,979       $(17,927)

Basic earnings (loss) per share:

Basic earnings per share before
  cumulative effect of accounting change                 $0.15          $0.08
Cumulative effect of accounting
  change, net of tax                                        --           0.17
Basic earnings (loss) per share                          $0.15         $(0.09)
Basic weighted average shares outstanding              196,397        195,828

Diluted earnings (loss) per share:

Diluted earnings per share before
  cumulative effect of accounting change                 $0.15          $0.08
Cumulative effect of accounting
  change, net of tax                                        --           0.17
Diluted earnings (loss) per share                        $0.15         $(0.09)
Diluted weighted average shares outstanding            199,765        197,388
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                        5
<PAGE>
                                                                       FORM 10-Q
                                                                  March 30, 2003
             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  In thousands
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Three months ended
                                                      March 30,      March 31,
                                                          2003           2002
<S>                                                   <C>            <C>
Cash flows from operating activities:
Net income (loss)                                      $29,979       $(17,927)
Adjustments to reconcile net income (loss) to net
  cash (used in) provided by operating activities:
Depreciation and amortization of
  property, plant and equipment                          8,995         10,964
Amortization of goodwill and other intangibles           2,965          2,951
Provision for doubtful accounts                            622          1,979
Provision for inventories                                1,000          4,082
Deferred income taxes                                    3,447        (14,392)
Cumulative effect of accounting change                      --         49,959
Restructuring charges                                       --          3,877
Other non-cash items, net                                1,446           (108)
Changes in operating assets and liabilities:
  Accounts receivable                                      (89)        26,224
  Inventories                                          (33,022)        11,977
  Prepaid expenses and other current assets             (2,548)        (3,604)
  Other assets                                             130           (101)
  Accounts payable                                      (4,373)         4,096
  Accrued expenses                                      (9,567)         2,434
  Income taxes payable                                  (9,626)         4,893
Net cash (used in) provided by
  operating activities                                 (10,641)        87,304

Cash flows from investing activities:
Purchases of held-to-maturity securities              (686,102)      (129,156)
Maturities of held-to-maturity securities              726,332         25,395
Purchases of available-for-sale securities                (233)       (10,228)
Capital expenditures, net of capital grants             (3,469)        (4,248)
Net cash provided by (used in)
  investing activities                                  36,528       (118,237)

Cash flows from financing activities:
Proceeds from issuances of common stock                  2,506          1,276
Net cash provided by financing activities                2,506          1,276

Net change in cash and cash equivalents                 28,393        (29,657)
Cash and cash equivalents at beginning of period       209,322        288,210
Cash and cash equivalents at end of period            $237,715       $258,553

Supplemental cash flow disclosures
Cash paid during the period for:
Income taxes (net of refunds)                          $16,298          $(584)
</TABLE>

NON-CASH TRANSACTIONS:  In the first quarter of 2002, APC recorded a
restructuring charge that included a non-cash component of $3,877 (Note 4).

See accompanying notes to consolidated condensed financial statements.

                                        6
<PAGE>
                                                                       FORM 10-Q
                                                                  March 30, 2003


             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
American Power Conversion Corporation, APC, Annual Report on Form 10-K for the
year ended December 31, 2002.  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 accompanying consolidated condensed 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.   Change in Accounting Principle

On January 1, 2002, APC adopted Statement of Financial Accounting Standards No.
142, Goodwill and Other Intangible Assets.  Statement 142 requires that
companies no longer amortize goodwill and other intangible assets with
indefinite lives, but instead test goodwill impairment at least annually or more
frequently if impairment indicators arise.  Statement 142 also requires
completion of a two-step transitional goodwill impairment test.  In connection
with completion of the first step of its transitional analysis, APC identified
two reporting units with goodwill, Large Systems and Small Systems; these
reporting units are also reportable segments.  APC then determined the carrying
value of each reporting unit by assigning the assets and liabilities, including
existing goodwill and other intangible assets, to these reporting units as of
the date of adoption.  Completion of the first step of APC's analysis indicated
impairment in the carrying amount of its goodwill.  APC's goodwill was primarily
associated with its Large Systems segment which consists primarily of
uninterruptible power supply (UPS), DC-power systems, and precision cooling
products for data centers, facilities, and communication applications.
Conditions contributing to the goodwill impairment included the ongoing softness
in IT and communications market segments coupled with lower corporate investment
for these types of applications.

In connection with completion of the second step of its transitional analysis,
APC compared the carrying amount of reporting unit goodwill with the implied
fair value of reporting unit goodwill, both of which were measured as of the
date of adoption.  The implied fair value of goodwill was determined by
allocating the fair value of the reporting unit to all of the assets (recognized
and unrecognized) and liabilities of the reporting unit in a manner similar to a
purchase price allocation, in accordance with the provisions of Statement of
Financial Accounting Standards No. 141, Business Combinations.  The residual
fair value after this allocation was the implied fair value of the reporting
unit goodwill.  Based on this second step, APC recorded a non-cash charge equal
to the goodwill balance associated with APC's Large Systems segment of
approximately $50 million (approximately $35 million on an after-tax basis).
This charge was recognized as the cumulative effect of a change in accounting
principle net of income taxes, included in APC's results as of January 1, 2002,
and had no effect on APC's liquidity.  APC's remaining goodwill is associated
with its Small Systems segment.  APC evaluates each of its reporting units with
goodwill during the fourth quarter of each fiscal year or more frequently if
impairment indicators arise.

                                        7
<PAGE>

  4.   Restructuring

In early 2002, APC announced global headcount reductions which impacted
personnel worldwide throughout a broad range of functions within the
organization, principally in the U.S., U.K., Ireland, and the Philippines.  The
majority of these terminations were the result of APC's decision to consolidate
its Philippines-based manufacturing operations, resulting in the closing of
APC's manufacturing facility in the province of Laguna.  Such restructuring
actions were announced during the first quarter of 2002 and substantially
completed by the end of 2002.  APC anticipates the final settlements of these
restructuring actions to be completed by the end of 2003.

In the first quarter of 2002, APC recorded $7.3 million of related restructuring
costs of which $4.8 million and $2.5 million were classified in cost of goods
sold and operating expenses, respectively.  These costs included the effects of
approximately 941 employee terminations, principally in the manufacturing area,
facilities closures and the related impairment of tangible assets.  These costs
were not allocated to APC's operating segments, but rather were classified as
indirect operating expenses for segment reporting consistent with APC's
classification for its internal financial reporting; also refer to Note 13.

A summary of the related 2002 restructuring liabilities during the first
quarters of 2003 and 2002 is outlined below.  APC expects all such restructuring
liabilities at March 30, 2003 to be fully paid in cash by the end of 2003.


<TABLE>
                               2002 Restructuring Plans
<CAPTION>
In thousands        Restructuring                                 Restructuring
                   Liabilities at                                Liabilities at
                      Beginning     Total    Non-cash      Cash      End of
                     of Quarter    Charges    Charges    Payments    Quarter
<S>                      <C>       <C>        <C>         <C>        <C>
First Quarter 2003
Employee
  terminations            $25        $ --       $ --       $ --         $25
Facilities
  closures                775          --         --       (158)        617

                         $800        $ --       $ --      $(158)       $642

First Quarter 2002
Employee
  terminations           $ --      $2,550       $ --      $(968)     $1,582
Facilities
  closures                 --       4,717     (3,877)        --         840

                         $ --      $7,267    $(3,877)     $(968)     $2,422
</TABLE>

                                        8
<PAGE>

  5.   Investments

APC classifies as short term its investments with original maturities greater
than three months and less than or equal to one year, and as long term its
investments with remaining maturities greater than one year and less than or
equal to two years.  APC has no investments with maturity dates greater than two
years.  Available-for-sale securities are recorded at fair value with net
unrealized gains and losses reported, net of income taxes, in other
comprehensive income.  Held-to-maturity securities are carried at amortized
cost.  Management determines the appropriate classification of securities at the
time of purchase and re-evaluates such designation as of each balance sheet
date.  Securities are classified as held-to-maturity when APC has the positive
intent and ability to hold such securities to maturity.  There were no sales of
investment securities in the first quarters of 2003 or 2002.


 <TABLE>
 <CAPTION>
 In thousands                                Gross        Gross
                                          Unrealized   Unrealized
                              Amortized     Holding      Holding        Fair
                                 Cost        Gains        Losses       Value
 <S>                          <C>            <C>         <C>         <C>
 At March 30, 2003

 Available-for-sale:
 Bond funds                    $31,441       $167        $(528)       $31,080
 Equity investments                405         --           --            405
                                31,846        167         (528)        31,485
 Held-to-maturity:
 Certificates of deposit       130,334         --           --        130,334
 Corporate bonds               207,849         89          (17)       207,921
 Municipal bonds and notes      40,443         --           (3)        40,440
 U.S. government
   agency securities            37,171        155          (10)        37,316
                               415,797        244          (30)       416,011

                              $447,643       $411        $(558)      $447,496

 At December 31, 2002

 Available-for-sale:
 Bond funds                    $31,233       $114        $(449)       $30,898
 Equity investments                398         --           --            398
                                31,631        114         (449)        31,296
 Held-to-maturity:
 Certificates of deposit       134,602         --           --        134,602
 Corporate bonds               153,501         78           --        153,579
 Municipal bonds and notes     120,845         --           (6)       120,839
 U.S. government
   agency securities            47,035        203          (20)        47,218
                               455,983        281          (26)       456,238

                              $487,614       $395        $(475)      $487,534
 </TABLE>

                                        9
<PAGE>

  6.   Goodwill and Other Intangible Assets

At each of March 30, 2003 and December 31, 2002, goodwill of $6.7 million was
associated with the Small Systems segment.  Amortized intangible assets were as
follows:

<TABLE>
<CAPTION>
In thousands                         March 30, 2003        December 31, 2002
                    Weighted
Amortized            Average       Gross                   Gross
Intangible        Amortization   Carrying  Accumulated   Carrying  Accumulated
Assets                Period      Amount  Amortization    Amount  Amortization
<S>                  <C>          <C>        <C>          <C>        <C>
Technology           6 years      $80,642    $29,209      $80,642    $26,702
Customer lists       5 years        8,900      3,856        8,900      3,519
Tradenames           5 years        3,157      1,342        3,157      1,221
Total amortized
 intangible assets   6 years      $92,699    $34,407      $92,699    $31,442
</TABLE>

Aggregate amortization expense related to APC's other intangible assets for each
of the first quarters of 2003 and 2002 was $3.0 million and $3.0 million,
respectively.  Estimated aggregated amortization for each of the next five
succeeding fiscal years is $11.9 million for 2003, $11.4 million for 2004, $11.4
million for 2005, $11.4 million for 2006, and $9.3 million for 2007.  There are
no expected residual values related to these intangible assets.


  7.   Long-lived Assets

In early 2002, APC announced its decision to consolidate its Philippines-based
manufacturing operations resulting in the closing of APC's manufacturing
facility in the province of Laguna.  In the first quarter of 2002, in connection
with this action as well as the closure of manufacturing facilities in the U.S.
and U.K., APC recorded $3.9 million of asset impairment charges related to
buildings and equipment of which $3.4 million and $0.5 million were classified
in cost of goods sold and operating expenses, respectively.  These impairment
charges were not allocated to APC's operating segments, but rather were
classified as indirect operating expenses for segment reporting consistent with
APC's classification for its internal financial reporting.  At March 30, 2003, a
building and equipment held-for-sale, with an aggregate value of $3.0 million,
are stated at the lower of their fair values less estimated selling costs or
carrying amounts and depreciation is no longer recognized.  We continue to
market this property with an intent to sell these assets in 2003.  However, the
current real estate market has not been favorable and has not allowed us to
complete this sale as quickly as we had originally expected.


  8.   Warranty Liability and Product Recall

<TABLE>
<CAPTION>
In thousands    Product      Accruals for                              Product
                Warranty       Product      Adjustments               Warranty
              Liability at   Warranties   to Accruals for            Liability at
               Beginning    Issued During   Preexisting    Warranty    End of
               of Quarter    the Quarter     Warranties    Payments    Quarter

<S>             <C>            <C>             <C>        <C>          <C>
First
Quarter
2003            $27,183        $6,965          $ --       $(13,402)    $20,746

First
Quarter
2002             $6,846        $6,115          $ --        $(5,270)     $7,691
</TABLE>

In early 2003, APC announced a product recall of Back-UPSr CS 350 and 500
models, due to potential safety issues.  Prior to announcing the recall, APC
received eight reports worldwide of units overheating, resulting in the melting
of the unit's outer casing, six of which occurred in the United States.  Three
of the reported incidents resulted in minor property damage; no injuries have
been reported.  The total number of affected devices being recalled worldwide is
approximately 2.1 million with approximately 900,000 devices recalled in the
United States.

                                       10
<PAGE>

The recall is limited to two specific models in APC's Back-UPS CS product line,
the Back-UPS CS 350 and the Back-UPS CS 500, in both 120-volt and 230-volt
models.  The affected units were manufactured between November 2000 and December
2002 and were sold primarily through computer and electrical distribution,
catalog and retail outlets worldwide.  In the fourth quarter of 2002, APC
accrued a current liability and recognized additional warranty expense,
classified in cost of goods sold, of $19.6 million.  As of March 30, 2003, APC
had incurred approximately one third of total estimated recall costs.  Actual
amounts may differ materially from APC's current estimates.


  9.   Earnings Per Share

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

<TABLE>
<CAPTION>
In thousands                                              Three months ended
                                                       March 30,      March 31,
                                                           2003           2002
<S>                                                     <C>            <C>
Basic weighted average shares outstanding               196,397        195,828

Net effect of dilutive potential common shares
  outstanding based on the treasury stock
  method using the average market price                   3,368          1,560

Diluted weighted average shares outstanding             199,765        197,388

Antidilutive potential common shares excluded
  from the computation above                              5,679          6,481
</TABLE>


  10.  Shareholders' Equity

Changes in paid-in capital for the periods presented represent the issuances of
common stock resulting from the exercise of employee stock options.


  11.  Comprehensive Income

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

<TABLE>
<CAPTION>
In thousands                                              Three months ended
                                                       March 30,      March 31,
                                                           2003           2002
<S>                                                     <C>            <C>
Net income (loss)                                       $29,979       $(17,927)

Other comprehensive income (loss), net of tax:
  Change in foreign currency translation adjustment       1,482            (83)
  Net unrealized loss on investments,
    net of income taxes                                     (36)           (25)
  Other comprehensive income (loss)                       1,446           (108)

Comprehensive income                                    $31,425       $(18,035)
</TABLE>

                                       11
<PAGE>

  12.  Stock-Based Compensation

At March 30, 2003, APC had four stock option plans and an employee stock
purchase plan, which are described more fully in Note 13 of Notes to
Consolidated Financial Statements in Item 8 of APC's Form 10-K for the year
ended December 31, 2002.  As permitted by Statement of Financial Accounting
Standards No. 123 as amended by No. 148, Accounting for Stock-Based
Compensation, APC accounts for those plans under the recognition and measurement
principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and
related Interpretations.  No stock-based employee compensation cost is reflected
in net income, as all options granted under those plans had an exercise price
equal to the market value of the underlying common stock on the date of grant.
The following table illustrates the effect on net income and earnings per share
if APC had applied the fair value recognition provisions of Statement 123 to
stock-based employee compensation:

<TABLE>
<CAPTION>
In thousands except per share amounts                     Three months ended
                                                       March 30,      March 31,
                                                           2003           2002
<S>                                                     <C>           <C>
Net income (loss)                        As reported    $29,979       $(17,927)

Deduct:  Total stock-based employee
  compensation expense determined under
  fair value based method for all
  awards, net of related tax effects     Pro forma       (5,457)        (6,121)

Net income (loss)                        Pro forma      $24,522       $(24,048)

Basic earnings (loss) per share          As reported      $0.15         $(0.09)
                                         Pro forma        $0.12         $(0.12)

Diluted earnings (loss) per share        As reported      $0.15         $(0.09)
                                         Pro forma        $0.12         $(0.12)
</TABLE>

The weighted average fair value of stock options granted during each of the
first quarters of 2003 and 2002 was $11.07 and $8.79, respectively.  APC
estimates the fair value of each option as of the date of grant using the Black-
Scholes pricing model with the following weighted average assumptions used for
grants in each of the first quarters of 2003 and 2002:

       <TABLE>
       <CAPTION>
                                                Three months ended
                                            March 30,       March 31,
                                                2003            2002
       <S>                                   <C>             <C>
       Expected volatility                      69%             74%
       Dividend yield                           --              --
       Risk-free interest rate                 1.2%            3.2%
       Expected life                         6 years         6 years
       </TABLE>

APC accounts for its non-employee stock-based compensation awards in which goods
or services are the consideration received for the equity instruments issued
based on the fair value of the consideration received or the fair value of the
equity instruments issued, whichever is more reliably measurable.  Compensation
cost recognized for non-employees under these plans in the accompanying
consolidated condensed financial statements is not material.

                                       12
<PAGE>

  13.  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; additional accessories and software
products are offered to enhance the management of these networks.  The Large
Systems segment produces large system solutions that provide power and
availability solutions for data centers, facilities and communications
equipment.  The Other segment principally consists of notebook computer
accessories, replacement batteries and Web-based services.

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.  In addition, our 2002 restructuring
charges were not allocated to our operating segments, but rather were classified
as indirect operating expenses for segment reporting consistent with our
classification for our internal financial reporting.  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.

Summary operating segment information is as follows:

        <TABLE>
        <CAPTION>
        In thousands                               Three months ended
                                              March 30,        March 31,
                                                  2003             2002
        <S>                                   <C>              <C>
        Segment net sales:
        Small Systems                         $242,526         $242,562
        Large Systems                           47,593           40,000
        Other                                   17,337           12,597
        Total segment net sales                307,456          295,159
        Shipping and handling revenues           1,519            1,553
        Total net sales                       $308,975         $296,712

        Segment profits:
        Small Systems                         $103,800          $97,230
        Large Systems                           (1,524)         (10,637)
        Other                                   10,234            6,881
        Total segment profits                  112,510           93,474
        Shipping and handling net costs          6,809            3,483
        Restructuring charges                       --            7,267
        Other indirect operating expenses       66,687           61,376
        Other income, net                        2,508            1,831
        Earnings before income taxes           $41,522          $23,179
        </TABLE>

                                       13
<PAGE>

  14.  Litigation

APC is involved in various claims and legal actions arising in the ordinary
course of business.  APC does not believe that the ultimate disposition of
these matters will have a material adverse effect on its consolidated financial
position or results of operations or liquidity.

In addition, on January 10, 2003, Powerware Corporation filed in the United
States District Court for the Eastern District of North Carolina (the
"Court") a complaint alleging infringement of three United States patents
(the "Patents").  On May 7, 2003, Powerware Corporation filed with the Court
an amended complaint modifying its allegations of infringement regarding the
Patents.  APC was served with the amended complaint on May 9, 2003.  Powerware
Corporation is seeking unspecified damages and injunctive relief.  APC is
evaluating the allegations in the amended complaint and APC is due to respond
to the amended complaint by May 29, 2003.



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


RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTH PERIODS ENDED MARCH 30, 2003 AND MARCH 31, 2002

Revenues

Net sales were $309.0 million for the first quarter of 2003, an increase of 4.1%
compared to $296.7 million for the same period in 2002.  This increase was
attributable principally to higher first quarter 2003 net sales of our Large and
"Other" segments.  Net sales of our Small Systems segment remained unchanged
year-over-year overall.  In addition, the first quarter 2003 improvement over
the comparable quarter last year was assisted by the favorable pricing impact of
a weakening U.S. dollar, particularly in Europe, offset by the cumulative effect
of pricing actions over the course of the past year.  Strong first quarter 2003
net sales of our Large Systems segment, consisting primarily of uninterruptible
power supply (UPS), DC-power systems, and precision cooling products for data
centers, facilities, and communication applications, reflected sales of
InfraStruXure as well as strengthening in services and our industrial UPS
business, partially offset by weakness in our communications market segment.
First quarter 2003 net sales of our "Other" segment, consisting principally of
notebook computer accessories, replacement batteries and Web-based services,
were also strong due mainly to organic growth of existing products as well as
growth from new mobile accessory products.  Although positive growth trends were
seen in our rack, power distribution and high end Smart-UPSr products, first
quarter 2003 net sales of our Small Systems business, which provides power
protection, UPS, and management products for the PC, server, and local area
networking markets, remained at first quarter 2002 levels due principally to
continued weakness in spending on IT equipment served by APC's Small Systems
solutions.

On a geographic basis, the Americas (North and Latin America) represented 49.0%
of first quarter 2003 revenues, decreasing 9.9% year-over-year.  Europe, the
Middle East and Africa (EMEA) represented 32.2% of revenues, increasing 33.5%
from the first quarter of 2002.  Finally, Asia represented 18.8% of revenues,
increasing 7.3% year-over-year.  On a constant currency basis, EMEA was up 19.0%
and Asia remained unchanged versus the first quarter of 2002.

Cost of Goods Sold

Cost of goods sold was $183.1 million or 59.2% of net sales in the first quarter
of 2003 compared to $194.4 million or 65.5% in the first quarter of 2002.  First
quarter 2003 gross margin was 40.8% of sales, approximately 630 basis points
higher than the comparable period in 2002.  The first quarter 2003 gross margin
improvement was associated with gross margin improvements in both the Small and
Large System segments.  The first quarter 2003 gross margin improvement in the
Small Systems segment over the first quarter of 2002 was primarily attributable
to product cost reduction efforts.  These cost reductions were achieved through
a combination of product transitions to low cost manufacturing locations and
material cost reductions from APC's supplier base.  Partially offsetting this
improvement was unfavorable mix, primarily in our Back-UPS and surge consumer
products.  The first quarter 2003 gross margin improvements in the Large Systems
and "Other" segments over the first quarter of 2002 was primarily the result of
a continual lowering of product costs achieved through factory consolidations
and ongoing capacity rationalization efforts.  In addition, to a lesser extent,
the first quarter 2003 improvement over the comparable quarter last year was
assisted by the favorable pricing impact of a weakening U.S. dollar,
particularly in Europe, offset by the cumulative effect of pricing actions over
the course of the past year.

                                       14
<PAGE>

Additionally, first quarter 2002 gross margins included the effects of
restructuring costs of $4.8 million associated with our first quarter 2002
global headcount reductions.  These actions impacted personnel worldwide
throughout a broad range of functions within the organization, principally in
the U.S., U.K., Ireland, and the Philippines.  The majority of these
terminations were the result of our decision to consolidate our Philippines-
based manufacturing operations resulting in the closing of our manufacturing
facility in the province of Laguna.  These restructuring costs were the result
of events or assessments that occurred during the first quarter of 2002 and
included the effects of employee terminations, facilities closures, and the
related impairment of tangible assets.  These costs have not been allocated to
our operating segments, but rather have been classified as indirect operating
expenses for segment reporting consistent with our classification for internal
financial reporting; also refer to Note 13 of Notes to Consolidated Condensed
Financial Statements in Item 1 of this Report.  Our 2002 restructuring actions
were announced and substantially completed during 2002.  We anticipate the final
settlements of our 2002 restructuring actions to be completed by the end of
2003.  Due to the timing of the facilities closures and contractual or
regulatory obligations to certain workers, the financial benefits of these
actions did not commence until the second quarter of 2002 with most of the full
benefit being realized by the close of 2002.   Also refer to Note 4 of Notes to
Consolidated Condensed Financial Statements in Item 1 of this Report.

Total inventory reserves at March 30, 2003 were $36.1 million compared to $37.2
million at December 31, 2002.  There were no inventory charges, other than our
standard provisioning, during the first quarters of 2003 and 2002.  Our reserve
estimate methodology involves quantifying the total inventory position having
potential loss exposure.  Loss exposure generally results from several business
factors, including product or component discontinuance, unplanned changes in
demand, product design changes, and factory transitions.  Quantifying such loss
exposure is the result of combining the cost of inventories specifically
identified as having little or no opportunity for sale or use (thus available
for physical disposition) plus the cost of inventories having a high risk of no
future sale or use based upon an analysis of on-hand quantities compared to
historical and anticipated future sale or use.  We maintain an on-going business
process for the physical disposition of inventories previously identified.
Inventory write-offs occur at the time of physical disposition.  Inventories,
once reserved, are not written back up as such reserve adjustments are
considered to be a permanent decrease to the cost basis of the excess or
obsolete inventory.

Segment Results (Also refer to Note 13 of Notes to Consolidated Condensed
Financial Statements in Item 1 of this Report for important information
regarding APC's reportable segments)

Net sales in the first quarter of 2003 for products in the Small Systems
segment, which provides power protection, UPS, and management products for the
PC, server, and local area networking markets, approximated first quarter 2002
levels.  Net sales remained unchanged due principally to continued weakness in
spending on IT equipment served by APC's Small Systems solutions.  Profits for
the Small Systems segment improved in the first quarter of 2003 over the
comparable quarter in 2002, primarily reflecting product cost reduction efforts.
These cost reductions were achieved through a combination of product transitions
to low cost manufacturing locations and material cost reductions from APC's
supplier base.  Partially offsetting this improvement was unfavorable mix,
primarily in our Back-UPS and surge consumer products.

Net sales for products in the Large Systems segment, consisting primarily of
UPS, DC-power systems, and precision cooling products for data centers,
facilities, and communication applications, increased 19.0% in the first quarter
of 2003 compared to the first quarter of 2002.  The strong first quarter 2003
net sales were due principally to sales of InfraStruXure as well as
strengthening in services and our industrial UPS business, partially offset by
weakness in our communications market segment.  Losses for the Large Systems
segment declined in the first quarter of 2003 reflecting a continual lowering of
product costs achieved through factory consolidations and capacity
rationalization efforts that were begun in late 2001.

First quarter 2003 net sales for products in the "Other" segment, consisting
principally of notebook computer accessories, replacement batteries and Web-
based services, were also strong due mainly to organic growth of existing
products as well as growth from new mobile accessory products.  The first
quarter 2003 gross margin improvement in the "Other" segment over the first
quarter of 2002 was primarily the result of our transitioning products to lower
cost manufacturing facilities.

                                       15
<PAGE>

Operating Expenses

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

SG&A expenses were $72.4 million or 23.4% of net sales for the first quarter of
2003 compared to $66.2 million or 22.3% of net sales for the first quarter of
2002.  The increase in total spending in the first quarter of 2003 reflects
additional investments in sales and marketing promotions as well as personnel to
support new markets and products, combined with increased investment in
administrative support.  The allowance for doubtful accounts at March 30, 2003
was 7.3% of accounts receivable, compared to 7.0% at December 31, 2002.
Accounts receivable balances outstanding over 60 days represented 11.5% of total
receivables at March 30, 2003, down slightly from 11.7% at December 31, 2002.
This decrease reflects an increased collection effort, offset in part by a
growing portion of our business originating in areas where longer payment terms
are customary, including a growing contribution from international markets.  We
continue to experience strong collection performance.  Write-offs of
uncollectable accounts represent less than 1% of net sales.  A majority of
international customer balances continue to be covered by receivables insurance.

R&D expenses were $14.5 million or 4.7% of net sales and $14.8 million or 5.0%
of net sales for the first quarters of 2003 and 2002, respectively.  Total R&D
spending decreased slightly as our focused efforts to control costs combined
with the effect of restructuring expenses recorded in the first quarter of 2002
offset the impact of increased numbers of software and hardware engineers and
other costs associated with new product development and engineering support in
the first quarter of 2003.

Other Income, Net and Income Taxes

Other income in the first quarters of 2003 and 2002 is comprised principally of
interest income.  Interest income increased substantially in the first quarter
of 2003 over the comparable prior year level due principally to average cash
balances available for investment that were higher in the first quarter of 2003
than in the first quarter of 2002, partially offset by lower short term interest
rates during the first quarter of 2003.

At March 30, 2003, APC had $685.0 million of total cash and investments.  We
manage APC's cash and investment balances to preserve principal and liquidity
while maximizing our return on the total investment portfolio.  We diversify our
investment portfolio by investing in multiple types of investment-grade
securities with multiple investment brokers.  Based on APC's investment
portfolio and interest rates at March 30, 2003, a 100 basis point increase or
decrease in interest rates would have resulted in an increase or decrease of
approximately $1.7 million in our annual interest income.

Our effective income tax rate was approximately 27.8% and 28.5% for the first
quarters ended March 30, 2003 and March 31, 2002, respectively.  The decrease
from 2002 to 2003 is due to the tax savings from an increasing portion of
taxable earnings being generated from APC's operations in jurisdictions
currently having lower income tax rates than the present U.S. statutory income
tax rate.  This shift resulted partially from our product transitions to lower
cost, lower tax, manufacturing locations.


LIQUIDITY AND CAPITAL RESOURCES

Working capital at March 30, 2003 was $1.045 billion compared to $999.1 million
at December 31, 2002.  APC has been able to increase its working capital
position as the result of continued positive operating results and despite
internally financing the capital investment required to expand its operations.
Our cash, cash equivalents and short-term investments position decreased to
$632.0 million at March 30, 2003 from $640.3 million at December 31, 2002, due
to increased investment in working capital, particularly inventories, as well as
funding first quarter 2003 expenses related to our recent product recall.

                                       16
<PAGE>

Worldwide inventories were $352.0 million at March 30, 2003 compared to $320.0
million at December 31, 2002.  The first quarter 2003 inventory build was
primarily related to anticipation of increased demand patterns during the second
half of the year which result from typical seasonal factors and, to a lesser
extent, increased on-hand inventories needed to support the in-house manufacture
of select products previously manufactured by a third party subcontractor.
There were no inventory charges, other than APC's standard provisioning, during
the first quarters of 2003 and 2002.  Inventory levels as a percentage of
quarterly sales were 114% in the first quarter of 2003, up from 89% in the
fourth quarter of 2002.  This increase was due in part to the typical first
quarter 2003 inventory build combined with the typical seasonal decline in net
sales from the fourth quarter to the first quarter of each year.

We announced a product recall of Back-UPS CS 350 and 500 models in early 2003
due to potential safety issues.  Prior to announcing the recall, APC received
eight reports worldwide of units overheating, resulting in the melting of the
unit's outer casing, six of which occurred in the United States.  Three of the
reported incidents resulted in minor property damage; no injuries have been
reported.  The total number of affected devices being recalled worldwide is
approximately 2.1 million with approximately 900,000 devices recalled in the
United States.  The recall is limited to two specific models in APC's Back-UPS
CS product line, the Back-UPS CS 350 and the Back-UPS CS 500, in both 120-volt
and 230-volt models. The affected units were manufactured between November 2000
and December 2002 and were sold primarily through computer and electrical
distribution, catalog and retail outlets worldwide.  Our methodology for
estimating costs associated with this product recall involved estimating future
costs to be incurred to replace the recalled products based on expected returns
and the costs to conduct the recall, particularly repair and transportation
costs.  Our repair and transportation cost estimates include costing for
component parts and inside labor; we also obtained third party cost quotes for
outside labor and freight.  The expected percentage of units to be returned out
of the total population of units is an important assumption.  Our current
assumption is that approximately 40% of domestic units in the hands of end-users
and approximately 20% of international units will be exchanged.  To help
understand the relative impact of the return rate assumption, a 10 percentage
point increase in the worldwide return rate would increase the estimated recall
costs from $19.6 million to $25 million.  In the fourth quarter of 2002, we
accrued a current liability and recognized additional warranty expense which is
classified in cost of goods sold.  As of March 30, 2003, we had incurred
approximately one third of total estimated recall costs.  We expect APC's cash
outlays associated with this product recall to be financed from operating cash.
Actual amounts may differ materially from our current estimates.

At March 30, 2003 and December 31, 2002, we had available for future borrowings
$65.0 million 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 $6.0
million under an unsecured line of credit agreement with a second bank at
similar interest rates.  No borrowings were outstanding under these facilities
during the first quarters of 2003 and 2002, or at March 30, 2003 and December
31, 2002.  APC had no significant financial commitments, other than those
required in the normal course of business, during the first quarters of 2003 and
2002, or at March 30, 2003 and December 31, 2002.

During the first quarters of 2003 and 2002, our capital expenditures, net of
capital grants, amounted to approximately $3.5 million and $4.2 million,
respectively, consisting primarily of manufacturing and office equipment,
buildings and improvements, and purchased software applications.  Our capital
spending remains focused on funding additional equipment needs and existing
factories as well as continuing investment in information technologies.  The
decrease in capital spending in the first quarter of 2003 from comparable prior
year levels, reflected our continued efforts to control and reduce capital
spending and rationalize our overall production capacity which included our
first quarter 2002 decision to consolidate our Philippines based manufacturing
operations in the province of Cavite.  Substantially all of APC's net capital
expenditures were financed from available operating cash.  We had no material
capital commitments during the first quarters of 2003 and 2002, or at March 30,
2003 and December 31, 2002.

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

                                       17
<PAGE>

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

Foreign Currency Activity

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

At March 30, 2003, our unhedged foreign currency accounts receivable, by
currency, were as follows:

               <TABLE>
               <CAPTION>
               In thousands          Foreign          US
                                     Currency       Dollars
               <S>                  <C>             <C>
               European Euros          41,077       $43,899
               Japanese Yen         3,049,560       $25,403
               British Pounds           9,402       $14,807
               Swiss Francs            19,386       $14,028
               </TABLE>

We also had non-trade receivables denominated in Irish Pounds of approximately
US$0.9 million, liabilities denominated in various European currencies of
approximately US$44.6 million, and liabilities denominated in Japanese Yen of
approximately US$6.6 million.

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


CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations
are based upon the accompanying consolidated condensed financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States.  The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities.  The U.S. Securities and Exchange Commission has defined
critical accounting policies as those that are both most important to the
portrayal of our financial condition and results and which require our most
difficult, complex or subjective judgments or estimates.  Based on this
definition, we have identified the policies below as critical to our business
operations and the understanding of our results of operations.  The impact and
any associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis of Financial Condition
and Results of Operations where such policies affect our reported and expected
financial results.  For all financial statement periods presented, there have
been no material modifications to the application of these critical accounting
policies.  For a detailed discussion on the application of these and other
accounting policies, also refer to Note 1 of Notes to Consolidated Condensed
Financial Statements in Item 8 of this Report.

On an on-going basis, we evaluate the judgments and estimates underlying all of
our accounting policies, including those related to revenue recognition, product
returns, bad debts, inventories, impairment of long-lived assets, deferred tax
valuation allowances, restructuring reserves and contingencies, and litigation.
We base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.  Materially
different results in the amount and timing of our actual results for any period
could occur if we made different judgments or utilized different estimates.
Actual results may differ from those estimates.

                                       18
<PAGE>

Our critical accounting policies are as follows:

Revenue Recognition

We follow very specific and detailed guidelines in measuring revenue; however,
certain judgments affect the application of our revenue policy.  Revenue results
are difficult to predict, and any shortfall in revenue or delay in recognizing
revenue could cause our operating results to vary significantly from quarter to
quarter.  In general, revenue is recognized when title has passed at the time of
delivery of product for all of our operating segments as stipulated by the
delivery terms for the sales transactions.  In addition, prior to revenue
recognition, we require persuasive evidence of the arrangement, that the price
is fixed or determinable, and that collectibility is reasonably assured.
Installation is not applicable for Small Systems and Other segment products
based on the nature of the products sold.  Generally, revenue associated with
Large Systems sales is also recognized at the time of delivery pursuant to the
delivery terms, as we do not perform installation.  Delivery terms vary, but
often include origin-based terms (e.g., FOB Shipping Point and Ex-works) and
destination-based terms (e.g., DDU/DDP (delivered duty unpaid/delivered duty
paid)).

Certain Large Systems product lines and, at times, one product line included in
the Small Systems segment require electrical hardwire installation or duct
installation which is performed by the customer or their contracted licensed
contractor/electrician.  Since we do not perform the installation, revenue
recognition at the time of delivery is proper as customer acceptance of the unit
is not required.  Also, payment by the customer is not contingent upon
installation of the product.

We offer additional services to customers depending on the type of product the
customer has purchased, including on-site services, installation consulting
services, remote monitoring services, power audit services, and network
integration services.  Revenue is recognized at the time services are provided
or is deferred and recognized over the service period (where applicable).  The
fair value of these services are based upon the rates that we charge customers
in separately negotiated transactions and such services are not essential to the
functionality of the delivered product.

For all sales, except those completed over the Internet, we use a binding
purchase order as evidence of an arrangement.  For sales over the Internet, we
use a credit card authorization as evidence of an arrangement.  Sales through
certain customers are evidenced by a master agreement governing the relationship
together with binding purchase orders on a transaction by transaction basis.

Our arrangements do not generally include acceptance clauses.  However, if an
arrangement includes a customer specified acceptance provision, acceptance
generally occurs at our factory prior to delivery.  As we introduce new products
in 2003, we anticipate that installation and customer acceptance provisions may
become more common, and therefore increasingly significant for determining
delivery and performance and consequently our entitlement to recognize revenue.

Estimating Valuation Allowances and Accrued Liabilities - Allowances for Sales
Returns, Doubtful Accounts, Inventory Obsolescence and Product Recall, and
Assessment of the Probability of the Outcome of our Current Litigation

Significant management judgments that affect the application of our revenue
policy also include estimates of potential future product returns related to
current period product revenue.  We analyze historical returns, current economic
trends, and channel inventories when evaluating the adequacy of the sales
returns and other allowances.  Significant management judgments and estimates
must be made and used in connection with establishing the sales returns and
other allowances in any accounting period.  Material differences may result in
the amount and timing of our revenue for any period if management made different
judgments or utilized different estimates.

We provide limited rights of return to distributors and retailers for our Small
Systems product lines.  We provide appropriate reserves for returns at the time
that related revenue is recognized, based on historical patterns of returns and
contractual provisions in accordance with the provisions of Statement of
Financial Accounting Standards No. 48, Revenue Recognition When Right of Return
Exists, and U.S. Securities and Exchange Commission Staff Accounting Bulletin
No. 101.  Returns of Large Systems products generally do not occur.
Historically, returns have represented approximately 3% of gross sales and have
not differed significantly from prior estimates.

                                       19
<PAGE>

Similarly, we must make estimates of the uncollectability of our accounts
receivables.  Management specifically analyzes accounts receivable balances in
view of customer credit-worthiness, customer concentrations, historical bad
debts, current economic trends, and changes in our customer payment terms when
evaluating the adequacy of the allowance for doubtful accounts.  A majority of
international customer balances continue to be covered by receivables insurance.

Our inventory reserve estimate methodology involves quantifying the total
inventory position having potential loss exposure. Loss exposure generally
results from several business factors, including product or component
discontinuance, unplanned changes in demand, product design changes, and factory
transitions.  Quantifying such loss exposure is the result of combining the cost
of inventories specifically identified as having little or no opportunity for
sale or use (thus available for physical disposition) plus the cost of
inventories having a high risk of no future sale or use based upon an analysis
of on-hand quantities compared to historical and anticipated future sale or use.
We maintain an on-going business process for the physical disposition of
inventories previously identified.  Inventory write-offs occur at the time of
physical disposition.  Inventories, once reserved, are not written back up as
such reserve adjustments are considered to be a permanent decrease to the cost
basis of the excess or obsolete inventory.  If actual market conditions are less
favorable than those projected by management, additional inventory write-downs
may be required.

In early 2003, we announced a product recall of Back-UPS CS 350 and 500 models.
Our methodology for estimating costs associated with this product recall
involved estimating future costs to be incurred to replace the recalled products
based on expected returns and the costs to conduct the recall, particularly
repair and transportation costs.  Our repair and transportation cost estimates
include costing for component parts and inside labor.  We also obtained third
party cost quotes for outside labor and freight.  The expected percentage of
units to be returned out of the total population of units is an important
assumption.  Our current assumption is that approximately 40% of domestic units
in the hands of end-users and approximately 20% of international units will be
exchanged.  To help understand the relative impact of the return rate
assumption, a 10 percentage point increase in the worldwide return rate would
increase the estimated recall costs from $19.6 million to $25 million.  In the
fourth quarter of 2002, we accrued a current liability and recognized additional
warranty expense which was classified in cost of goods sold.  As of March 30,
2003, we had incurred approximately one third of total estimated recall costs.
Actual amounts may differ materially from our current estimates.

We are, and may in the future become, involved in litigation involving our
business, products or operations.  For pending claims for which there is an
estimable range of loss greater than zero, we record the best estimate of
liability within the range.  If no point within the range is considered the best
estimate, we record the minimum estimated liability.  Because of uncertainties
related to the identifiable range of loss on any pending claims, we may be
unable to make a reasonable estimate of the liability that could result from an
unfavorable outcome.  As additional information becomes available, we assess the
potential liability related to our pending claims and revise our estimates.
Such revisions in our estimates of the potential liability could materially
impact our results of operation and financial position.  The litigation process
is uncertain and includes the risk of an unexpected, unfavorable result.  We may
be materially adversely impacted by any such litigation.

Valuation of Long-lived Tangible and Intangible Assets including Goodwill

We assess the impairment of long-lived tangible and intangible assets including
goodwill on an ongoing basis and whenever events or changes in circumstances
indicate that the carrying value may not be recoverable.  Should our assessment
suggest impairment, we would determine recoverability based on an estimate of
future undiscounted cash flows resulting from our use of the asset and its
eventual disposition.  Factors we consider that could trigger an impairment
review include the following:

  --  significant underperformance relative to expected historical or projected
      future operating results;
  --  significant changes in the manner of our use of the acquired assets or
      the strategy for our overall business;
  --  significant negative industry or economic trends; and
  --  significant technological changes, which would render equipment and
      manufacturing process, obsolete.

                                       20
<PAGE>

On January 1, 2002, we adopted Statement of Financial Accounting Standards No.
142, Goodwill and Other Intangible Assets.  With the adoption of Statement 142,
we implemented the necessary reclassifications in order to conform to the new
criteria in Statement of Financial Accounting Standards No. 141, Business
Combinations, for recognition of intangible assets apart from goodwill.

Statement 142 requires that companies no longer amortize goodwill and other
intangible assets with indefinite lives, but instead test goodwill impairment at
least annually or more frequently if impairment indicators arise.  Statement 142
also requires completion of a two-step transitional goodwill impairment test.
In connection with completion of the first step of our transitional analysis, we
identified two reporting units with goodwill, Large Systems and Small Systems;
these reporting units are also reportable segments.  We then determined the
carrying value of each reporting unit by assigning the assets and liabilities,
including existing goodwill and other intangible assets, to these reporting
units as of the date of adoption.  Completion of the first step of our analysis
indicated impairment in the carrying amount of our goodwill.  Our goodwill was
primarily associated with our Large Systems segment which consists primarily of
uninterruptible power supply (UPS), DC-power systems, and precision cooling
products for data centers, facilities, and communication applications.
Conditions contributing to the goodwill impairment included the ongoing softness
in IT and communications market segments coupled with lower corporate investment
for these types of applications.

In connection with completion of the second step of our transitional analysis,
we compared the carrying amount of reporting unit goodwill with the implied fair
value of reporting unit goodwill, both of which were measured as of the date of
adoption.  The implied fair value of goodwill was determined by allocating the
fair value of the reporting unit to all of the assets (recognized and
unrecognized) and liabilities of the reporting unit in a manner similar to a
purchase price allocation, in accordance with the provisions of Statement 141.
The residual fair value after this allocation is the implied fair value of the
reporting unit goodwill.  Based on this second step, we recorded a non-cash
charge equal to the goodwill balance associated with our Large Systems segment
of approximately $50 million (approximately $35 million on an after-tax basis).
This charge was recognized as the cumulative effect of a change in accounting
principle net of income taxes, included in APC's results as of January 1, 2002,
and had no effect on our liquidity.  Our remaining goodwill is associated with
our Small Systems segment.  We evaluate each of our reporting units with
goodwill during the fourth quarter of each fiscal year or more frequently if
impairment indicators arise.

Accounting for Income Taxes

As part of the process of preparing our consolidated condensed financial
statements, we are required to estimate our income taxes in each of the
jurisdictions in which we operate.  This process involves estimating our actual
current tax exposure together with assessing temporary differences resulting
from differing treatment of items, such as deferred revenue, for tax and
accounting purposes.  These differences result in deferred tax assets and
liabilities, which are included within our consolidated balance sheet.  We must
then assess the likelihood that our deferred tax assets will be recovered from
future taxable income.  Expectations about future taxable income incorporate
numerous assumptions about actions, elections and strategies to minimize income
taxes in future years.  Our ability to take such actions, make preferred
elections and implement tax-planning strategies may be adversely impacted by
enacted changes in tax laws and/or tax rates, as well as successful challenges
by tax authorities resulting from differing interpretations of tax laws and
regulations.

To the extent we believe that recovery of deferred tax assets is not likely, we
must establish a valuation allowance.  To the extent we establish a valuation
allowance or increase this allowance in a period, we must include an expense
within the tax provision in the consolidated statements of income.  Significant
management judgment is required in determining our provision for income taxes,
our deferred tax assets and liabilities and any valuation allowance recorded
against our net deferred tax assets.  At March 30, 2003 and December 31, 2002,
we provided a valuation allowance on certain of our deferred tax assets,
primarily consisting of net operating losses generated for the start up of
Brazilian operations, because of uncertainty regarding their realizability.  The
valuation allowance is based on our estimates of taxable income by jurisdiction
in which we operate and the period over which our deferred tax assets will be
recoverable.  In the event that actual results differ from these estimates or we
adjust these estimates in future periods we may need to establish an additional
valuation allowance which could materially impact our financial position and
results of operations.

                                       21
<PAGE>

RECENTLY ISSUED ACCOUNTING STANDARD

In November 2002, the Emerging Issues Task Force reached a consensus on Issue
No. 00-21, Revenue Arrangements with Multiple Deliverables.  This consensus
addresses several issues including how to determine when a multiple arrangement
exists and the proper accounting treatment.  The guidance in this consensus is
effective for revenue arrangements entered into in fiscal periods beginning
after June 15, 2003.  Adoption of the guidance in this consensus is not expected
to have a material impact on our consolidated financial position or results of
operations.


FACTORS THAT MAY AFFECT FUTURE RESULTS

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

The factors that could cause actual results to differ materially include the
following:  costs incurred by APC for the recent product recall are greater than
or less than currently anticipated; impact on order management and fulfillment,
financial reporting and supply chain management processes as a result of APC's
reliance on a variety of computer systems, including Oracle 11i which was
implemented in the first quarter 2001; the effect on our business, our
suppliers, our customers, or the economy resulting from travel, supply-chain or
general business disruptions from Severe Acute Respiratory Syndrome (SARS); the
impact on demand, component availability and pricing, and logistics, and the
disruption of Asian manufacturing operations that result from labor disputes,
war, acts of terrorism or political instability; ramp up, expansion and
rationalization of global manufacturing capacity; the discovery of a latent
defect in any of APC's products; APC's ability to effectively align operating
expenses and production capacity with the current demand environment; 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; and the
risks described from time to time in APC's filings with the Securities and
Exchange Commission.

We caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date they are made.  We disclaim any
obligation to publicly update or revise any such statements to reflect any
change in our 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.

For a discussion of these and other risk factors, please refer to Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in our Annual Report on Form 10-K for the year ended
December 31, 2002.

                                       22
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We, in the normal course of business, are 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.

We, in the normal course of business, are also exposed to market risks relating
to fluctuations in interest rates and the resulting rates of return on
investments in marketable securities.  The information required under this
section related to such risks is included in the Other Income, Net 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.



ITEM 4.  CONTROLS AND PROCEDURES


  (A)  Evaluation of disclosure controls and procedures

Our chief executive officer and our chief financial officer, after evaluating
the effectiveness of APC's "disclosure controls and procedures" (as defined in
the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of a date
(the "Evaluation Date") within 90 days before the filing date of this quarterly
report, have concluded that as of the Evaluation Date, our disclosure controls
and procedures were adequate and designed to ensure that material information
relating to us and our consolidated subsidiaries would be made known to them by
others within those entities.


  (B)  Changes in internal controls

There were no significant changes in our internal controls or, to our knowledge,
in other factors that could significantly affect our internal controls
subsequent to the Evaluation Date.

                                       23
<PAGE>

PART II - OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

APC is involved in various claims and legal actions arising in the ordinary
course of business.  APC does not believe that the ultimate disposition of
these matters will have a material adverse effect on its consolidated financial
position or results of operations or liquidity.

In addition, on January 10, 2003, Powerware Corporation filed in the United
States District Court for the Eastern District of North Carolina (the
"Court") a complaint alleging infringement of three United States patents
(the "Patents").  On May 7, 2003, Powerware Corporation filed with the Court
an amended complaint modifying its allegations of infringement regarding the
Patents.  APC was served with the amended complaint on May 9, 2003.  Powerware
Corporation is seeking unspecified damages and injunctive relief.  APC is
evaluating the allegations in the amended complaint and APC is due to respond
to the amended complaint by May 29, 2003.



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)

Exhibit No. 99.1  Certification of Rodger B. Dowdell, Jr., Chief Executive
                  Officer, pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

Exhibit No. 99.2  Certification of Donald M. Muir, Chief Financial Officer,
                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002 *

 * American Power Conversion Corporation has the originally signed certificate
   and will provide it to the Securities and Exchange Commission upon request.


  (B)  Reports on Form 8-K

On January 15, 2003, APC filed a Current Report on Form 8-K with the Securities
and Exchange Commission which reported, pursuant to Items 7 and 9, APC's two
January 14, 2003 press releases announcing a voluntary recall of two models in
its Back-UPS(R) CS uninterruptible power supply line and also separately
announcing the anticipated financial impact of the special charge associated
with its product recall as well as providing an update on anticipated financial
results for the fourth quarter of 2002.

                                       24
<PAGE>
                                                                       FORM 10-Q
                                                                  March 30, 2003


                                   SIGNATURES


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


                      AMERICAN POWER CONVERSION CORPORATION

                               Date:  May 14, 2003


                               /s/ Donald M. Muir

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


                                       25
<PAGE>



                                  CERTIFICATION



I, Rodger B. Dowdell, Jr., certify that:

1.  I have reviewed this quarterly report on Form 10-Q of American Power
Conversion Corporation;

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4.  The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.  The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
function):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls; and

6.  The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003


/s/ Rodger B. Dowdell, Jr.

Rodger B. Dowdell, Jr.
Chairman, President and Chief Executive Officer

                                       26
<PAGE>



                                  CERTIFICATION



I, Donald M. Muir, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of American Power
Conversion Corporation;

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4.  The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.  The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
function):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls; and

6.  The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003


/s/ Donald M. Muir

Donald M. Muir
Senior Vice President, Finance and Administration,
Treasurer and Chief Financial Officer

                                       27
<PAGE>
                                                                       FORM 10-Q
                                                                  March 30, 2003



             AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                    Page
Number     Description                                                      No.
<S>        <S>                                                             <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)

99.1       Certification of Rodger B. Dowdell, Jr., Chief Executive         29
           Officer, pursuant to 18 U.S.C. Section 1350, as adopted
           pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

99.2       Certification of Donald M. Muir, Chief Financial Officer,        30
           pursuant to 18 U.S.C. Section 1350, as adopted pursuant
           to Section 906 of the Sarbanes-Oxley Act of 2002 *
</TABLE>

 * American Power Conversion Corporation has the originally signed certificate
   and will provide it to the Securities and Exchange Commission upon request.

                                       28
<PAGE>
                                                                    Exhibit 99.1




                                  CERTIFICATION





In connection with the Quarterly Report of American Power Conversion Corporation
(the "Company") on Form 10-Q for the period ending March 30, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Rodger B. Dowdell, Jr., Chairman, President and Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C.  1350, as adopted pursuant to  906 of
the Sarbanes-Oxley Act of 2002, that:

   (1)   The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

   (2)   The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.




/s/ Rodger B. Dowdell, Jr.

Rodger B. Dowdell, Jr.
Chairman, President and Chief Executive Officer

May 14, 2003


The foregoing certification is being furnished solely pursuant to section 906 of
the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter
63 of title 18, United States Code) and is not being filed as part of a separate
disclosure document.

                                       29
<PAGE>
                                                                    Exhibit 99.2




                                  CERTIFICATION





In connection with the Quarterly Report of American Power Conversion Corporation
(the "Company") on Form 10-Q for the period ending March 30, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Donald M. Muir, Senior Vice President, Finance and Administration, Treasurer and
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.  1350,
as adopted pursuant to  906 of the Sarbanes-Oxley Act of 2002, that:

   (1)   The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

   (2)   The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.




/s/ Donald M. Muir

Donald M. Muir
Senior Vice President, Finance and Administration,
Treasurer and Chief Financial Officer

May 14, 2003


The foregoing certification is being furnished solely pursuant to section 906 of
the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter
63 of title 18, United States Code) and is not being filed as part of a separate
disclosure document.

                                       30