United States
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                          ____________________________

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



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



       Date of Report  (Date of earliest event reported):  August 14, 2002


              Massachusetts          1-12432            04-2722013
            (State or other       (Commission         (IRS Employer
             jurisdiction of      File Number)      Identification No.)
             incorporation)


             132 Fairgrounds Road, West Kingston, Rhode Island 02892
             (Address of principal executive offices)       (Zip Code)

        Registrant's telephone number, including area code:  401-789-5735


                                 Not Applicable
         (Former name or former address, if changed since last report.)

                                        1
<PAGE>
Item 7.   Financial Statements and Exhibits

     (c)  Exhibits.


Exhibit 99.1        Statement Under Oath of Rodger B. Dowdell, Jr.,
                    Chief Executive Officer, Regarding Facts and
                    Circumstances Relating to Exchange Act Filings

Exhibit 99.2        Statement Under Oath of Donald M. Muir,
                    Chief Financial Officer, Regarding Facts and
                    Circumstances Relating to Exchange Act Filings


Item 9.  Regulation FD Disclosure

On August 14, 2002, the Registrant submitted Statements Under Oath of its
Principal Executive Officer and Principal Financial Officer to the Securities
and Exchange Commission (the "Commission"), in accordance with the Commission's
June 27, 2002 Order Requiring the Filing of Sworn Statements Pursuant to Section
21(a)(1) of the Securities Exchange Act of 1934 (File No. 4-460). The Sworn
Statements are attached hereto as Exhibits 99.1 and 99.2, respectively.


                                   SIGNATURES


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


                              AMERICAN POWER CONVERSION CORPORATION


Dated:  August 14, 2002       By: /s/ Donald M. Muir
                                  Donald M. Muir, Chief Financial Officer

                                        2
<PAGE>
                                                                    EXHIBIT 99.1


Statement Under Oath of Principal Executive Officer and Principal Financial
Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Rodger B. Dowdell, Jr., state and attest that:

(1)  To the best of my knowledge, based upon a review of the covered reports of
American Power Conversion Corporation, and, except as corrected or supplemented
in a subsequent covered report:

   - no covered report contained an untrue statement of a material fact as of
     the end of the period covered by such report (or in the case of a report on
     Form 8-K or definitive proxy materials, as of the date on which it was
     filed); and

   - no covered report omitted to state a material fact necessary to make the
     statements in the covered report, in light of the circumstances under which
     they were made, not misleading as of the end of the period covered by such
     report (or in the case of a report on Form 8-K or definitive proxy
     materials, as of the date on which it was filed).

(2)  I have reviewed the contents of this statement with the American Power
Conversion Corporation audit committee.

(3)  In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":

   - Annual Report on Form 10-K for the year ended December 31, 2001 of American
     Power Conversion Corporation filed with the Commission;

   - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy
     materials of American Power Conversion Corporation filed with the
     Commission subsequent to the filing of the Form 10-K identified above; and

   - any amendments to any of the foregoing.


/s/ Rodger B. Dowdell, Jr.
_____________________________
Rodger B. Dowdell, Jr.
Chairman, President and Chief Executive Officer
August 14, 2002

                                          Subscribed and sworn before
                                          me this 14th day August 2002.

                                          /s/ Jeffrey J. Giguere
                                          _______________________
                                          Notary Public
                                          My Commission Expires: 9/17/02

                                        3
<PAGE>
                                                                    EXHIBIT 99.2


Statement Under Oath of Principal Executive Officer and Principal Financial
Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Donald M. Muir, state and attest that:

(1)  To the best of my knowledge, based upon a review of the covered reports of
American Power Conversion Corporation, and, except as corrected or supplemented
in a subsequent covered report:

   - no covered report contained an untrue statement of a material fact as of
     the end of the period covered by such report (or in the case of a report on
     Form 8-K or definitive proxy materials, as of the date on which it was
     filed); and

   - no covered report omitted to state a material fact necessary to make the
     statements in the covered report, in light of the circumstances under which
     they were made, not misleading as of the end of the period covered by such
     report (or in the case of a report on Form 8-K or definitive proxy
     materials, as of the date on which it was filed).

(2)  I have reviewed the contents of this statement with the American Power
Conversion Corporation audit committee.

(3)  In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":

   - Annual Report on Form 10-K for the year ended December 31, 2001 of American
     Power Conversion Corporation filed with the Commission;

   - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy
     materials of American Power Conversion Corporation filed with the
     Commission subsequent to the filing of the Form 10-K identified above; and

   - any amendments to any of the foregoing.


/s/ Donald M. Muir
_____________________________
Donald M. Muir
Senior Vice President, Finance and Administration,
Treasurer and Chief Financial Officer
August 14, 2002

                                          Subscribed and sworn before
                                          me this 14th day August 2002.

                                          /s/ Jeffrey J. Giguere
                                          _______________________
                                          Notary Public
                                          My Commission Expires: 9/17/02

                                        4
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{"company-data": {"conformed-name": "AMERICAN POWER CONVERSION CORPORATION", "cik": "0000835910", "assigned-sic": "3620", "irs-number": "042722013", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12432", "film-number": "02737105"}, "business-address": {"street1": "132 FAIRGROUNDS RD", "city": "WEST KINGSTON", "state": "RI", "zip": "02892", "phone": "4017895735"}, "mail-address": {"street1": "132 FAIRGROUNDS ROAD", "city": "WEST KINGSTON", "state": "RI", "zip": "02892"}}
United States
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                          ____________________________

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

       Date of Report  (Date of earliest event reported):  August 14, 2002

              Massachusetts          1-12432            04-2722013
            (State or other       (Commission         (IRS Employer
             jurisdiction of      File Number)      Identification No.)
             incorporation)

             132 Fairgrounds Road, West Kingston, Rhode Island 02892
             (Address of principal executive offices)       (Zip Code)

        Registrant's telephone number, including area code:  401-789-5735

                                 Not Applicable
         (Former name or former address, if changed since last report.)

                                        1
Item 7.   Financial Statements and Exhibits

     (c)  Exhibits.

Exhibit 99.1        Statement Under Oath of Rodger B. Dowdell, Jr.,
                    Chief Executive Officer, Regarding Facts and
                    Circumstances Relating to Exchange Act Filings

Exhibit 99.2        Statement Under Oath of Donald M. Muir,
                    Chief Financial Officer, Regarding Facts and
                    Circumstances Relating to Exchange Act Filings

Item 9.  Regulation FD Disclosure

On August 14, 2002, the Registrant submitted Statements Under Oath of its
Principal Executive Officer and Principal Financial Officer to the Securities
and Exchange Commission (the "Commission"), in accordance with the Commission's
June 27, 2002 Order Requiring the Filing of Sworn Statements Pursuant to Section
21(a)(1) of the Securities Exchange Act of 1934 (File No. 4-460). The Sworn
Statements are attached hereto as Exhibits 99.1 and 99.2, respectively.

                                   SIGNATURES

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

                              AMERICAN POWER CONVERSION CORPORATION

Dated:  August 14, 2002       By: /s/ Donald M. Muir
                                  Donald M. Muir, Chief Financial Officer

                                        2
EXHIBIT 99.1

Statement Under Oath of Principal Executive Officer and Principal Financial
Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Rodger B. Dowdell, Jr., state and attest that:

(1)  To the best of my knowledge, based upon a review of the covered reports of
American Power Conversion Corporation, and, except as corrected or supplemented
in a subsequent covered report:

   - no covered report contained an untrue statement of a material fact as of
     the end of the period covered by such report (or in the case of a report on
     Form 8-K or definitive proxy materials, as of the date on which it was
     filed); and

   - no covered report omitted to state a material fact necessary to make the
     statements in the covered report, in light of the circumstances under which
     they were made, not misleading as of the end of the period covered by such
     report (or in the case of a report on Form 8-K or definitive proxy
     materials, as of the date on which it was filed).

(2)  I have reviewed the contents of this statement with the American Power
Conversion Corporation audit committee.

(3)  In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":

   - Annual Report on Form 10-K for the year ended December 31, 2001 of American
     Power Conversion Corporation filed with the Commission;

   - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy
     materials of American Power Conversion Corporation filed with the
     Commission subsequent to the filing of the Form 10-K identified above; and

   - any amendments to any of the foregoing.

/s/ Rodger B. Dowdell, Jr.
_____________________________
Rodger B. Dowdell, Jr.
Chairman, President and Chief Executive Officer
August 14, 2002

                                          Subscribed and sworn before
                                          me this 14th day August 2002.

                                          /s/ Jeffrey J. Giguere
                                          _______________________
                                          Notary Public
                                          My Commission Expires: 9/17/02

                                        3
EXHIBIT 99.2

Statement Under Oath of Principal Executive Officer and Principal Financial
Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Donald M. Muir, state and attest that:

(1)  To the best of my knowledge, based upon a review of the covered reports of
American Power Conversion Corporation, and, except as corrected or supplemented
in a subsequent covered report:

   - no covered report contained an untrue statement of a material fact as of
     the end of the period covered by such report (or in the case of a report on
     Form 8-K or definitive proxy materials, as of the date on which it was
     filed); and

   - no covered report omitted to state a material fact necessary to make the
     statements in the covered report, in light of the circumstances under which
     they were made, not misleading as of the end of the period covered by such
     report (or in the case of a report on Form 8-K or definitive proxy
     materials, as of the date on which it was filed).

(2)  I have reviewed the contents of this statement with the American Power
Conversion Corporation audit committee.

(3)  In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":

   - Annual Report on Form 10-K for the year ended December 31, 2001 of American
     Power Conversion Corporation filed with the Commission;

   - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy
     materials of American Power Conversion Corporation filed with the
     Commission subsequent to the filing of the Form 10-K identified above; and

   - any amendments to any of the foregoing.

/s/ Donald M. Muir
_____________________________
Donald M. Muir
Senior Vice President, Finance and Administration,
Treasurer and Chief Financial Officer
August 14, 2002

                                          Subscribed and sworn before
                                          me this 14th day August 2002.

                                          /s/ Jeffrey J. Giguere
                                          _______________________
                                          Notary Public
                                          My Commission Expires: 9/17/02

                                        4