As filed with the Securities and Exchange Commission on July 3, 2002.
                                              Registration No. 333-[______]

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ____________________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      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, RI 02892
               (Address of Principal Executive Offices)(Zip Code)

                             1997 Stock Option Plan
                             (Full Title of the Plan)
                              ____________________

                             Rodger B. Dowdell, Jr.
                      President and Chief Executive Officer
                              132 Fairgrounds Road
                             West Kingston, RI 02892
                                 (401) 789-5735
             (Name, address including zip code and telephone number,
                    including area code, of agent for service)
                              ____________________

                                    Copy to:
                          William B. Simmons, Jr., Esq.
                         TESTA, HURWITZ & THIBEAULT, LLP
                                High Street Tower
                                 125 High Street
                           Boston, Massachusetts 02110

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                         Proposed        Proposed
                                          Maximum         Maximum
    Title of                             Offering        Aggregate    Amount of
 Securities to       Amount to be          Price         Offering    Registration
 be Registered        Registered         Per Share         Price         Fee
<S>                <C>                <C>              <C>            <C>
Common Stock,
  $.01 par value   9,500,000 shares   $12.39 (1)/(2)   $117,705,000   $10,828.86
</TABLE>

 (1)  Such shares are issuable upon exercise of outstanding options with fixed
      exercise prices.  Pursuant to Rule 457(h), the aggregate offering price
      and the fee have been calculated upon the basis of the price at which
      such options may be exercised.

 (2)  The price of $12.39 per share, which is the average of the high and low
      prices of the Common Stock as reported on the Nasdaq National Market
      System on July 2, 2002, is set forth solely for purposes of calculating
      the filing fee pursuant to Rules 457(c) and (h) for those shares without
      a fixed exercise price.
                                        1
<PAGE>

     This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to American Power Conversion Corporation's (the "Registrant") 1997
Stock Option Plan is effective.  Pursuant to General Instruction E to Form S-8,
the Registrant hereby incorporates by reference herein the information contained
in the Registrant's Registration Statement No. 333-32563 on Form S-8 as filed
with the Securities and Exchange Commission (the "Commission") on July 31, 1997
and Registrant's Registration Statement No. 333-80569 on Form S-8 as filed with
the Commission on June 11, 1999.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement:

   - Registrant's Annual Report on Form 10-K for the fiscal year ended December
       31, 2002, filed with the Commission on April 1, 2002.

   - Proxy Statement for the 2002 Annual Meeting of Shareholders, filed with the
       Commission on April 29, 2002.

   - Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31,
       2002, filed with the Commission on May 15, 2002.

   - The description of the Registrant's Common Stock contained in the
       Registrant's Registration on Form 8-A filed under Section 12(g)
       of the Exchange Act on September 3, 1999.

   - Registrant's Current Report on Form 8-K filed with the Commission on July
       3, 2002.

     All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.


Item 8.   Exhibits.

    Exhibit No.     Description of Exhibit

       4.1          Articles of Organization of the Registrant, as amended,
                    (previously filed as Exhibit 3.01 to the Registrant's
                    Quarterly Report on Form 10-Q for the quarterly period
                    ended June 27, 1999 and incorporated herein by referenced
                    (File No. 1-12432)).

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

                                        2
<PAGE>
       4.3          1997 Stock Option Plan of the Registrant (filed herewith).

       4.4          Rights Agreement, dated as of September 2, 1999 between
                    American Power Conversion Corporation and BankBoston, N.A.,
                    which includes as Exhibit A the Form of Rights Certificate,
                    and as Exhibit B the Summary of Rights to Purchase Common
                    Stock (previously filed as Exhibit 4.1 to Registrant's
                    registration statement No. 000-17126 on Form 8-A filed on
                    September 3, 1999 and incorporated by reference herein).


       5.1          Opinion of Testa, Hurwitz & Thibeault, LLP.

       23.1         Consent of KPMG LLP.

       23.2         Consent of Testa, Hurwitz & Thibeault, LLP (included in
                    Exhibit 5.1).

       24.1         Power of Attorney (contained in the signature page of this
                    Registration Statement).

                                        3
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of West Kingston and the state of Rhode Island, on this
30th day of June, 2002.

                                AMERICAN POWER CONVERSION CORPORATION

                                By:         /s/ Rodger B. Dowdell, Jr.
                                  Rodger B. Dowdell, Jr.,
                                  President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of American Power Conversion
Corporation, hereby severally constitute and appoint Rodger B. Dowdell, Jr. and
Donald Muir, and each of them singly, our true and lawful attorneys, with full
power to them and each of them singly, to sign for us in our names in the
capacities indicated below, all pre-effective and post-effective amendments to
this registration statement, and generally do all things in our names and on our
behalf in such capacities to enable American Power Conversion Corporation to
comply with the provisions of the Securities Act of 1933 and all requirements of
the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.

Signature                    Title(s)                          Date

/s/ Rodger B. Dowdell, Jr.   Chairman, President, Chief        June 30, 2002
Rodger B. Dowdell, Jr.       Executive Officer and Director
                             (Principal Executive Officer)

/s/ Donald M. Muir           Senior Vice President, Finance    June 30, 2002
Donald M. Muir               and Administration, Treasurer
                             and Chief Financial Officer
                             (Principal Financial and
                             Accounting Officer)

/s/ Neil E. Rasmussen        Senior Vice President, Chief      June 30, 2002
Neil E. Rasmussen            Technology Officer and Director

/s/ Emanuel E. Landsman      Vice President and Director       June 30, 2002
Emanuel E. Landsman

/s/ Ervin F. Lyon            Director                          June 30, 2002
Ervin F. Lyon

/s/ James D. Gerson          Director                          June 30, 2002
James D. Gerson

/s/ John G. Kassakian        Director                          June 30, 2002
John G. Kassakian

/s/ John F. Keane, Sr.       Director                          June 30, 2002
John F. Keane, Sr.

                                        4
<PAGE>
                                  EXHIBIT INDEX

    Exhibit No.    Description of Exhibit

       4.1         Articles of Organization of the Registrant, as amended,
                   (previously filed as Exhibit 3.01 to the Registrant's
                   Quarterly Report on Form 10-Q for the quarterly period ended
                   June 27, 1999 and incorporated herein by referenced (File
                   No. 1-12432)).

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

       4.3         1997 Stock Option Plan of the Registrant (filed herewith).

       4.4         Rights Agreement, dated as of September 2, 1999 between
                   American Power Conversion Corporation and BankBoston, N.A.,
                   which includes as Exhibit A the Form of Rights Certificate,
                   and as Exhibit B the Summary of Rights to Purchase Common
                   Stock (previously filed as Exhibit 4.1 to Registrant's
                   registration statement No. 000-17126 on Form 8-A filed on
                   September 3, 1999 and incorporated by reference herein).

       5.1         Opinion of Testa, Hurwitz & Thibeault, LLP.

       23.1        Consent of KPMG LLP.

       23.2        Consent of Testa, Hurwitz & Thibeault, LLP (included in
                   Exhibit 5.1).

       24.1        Power of Attorney (contained in the signature page of this
                   Registration Statement).

                                        5
<PAGE>
                                                                     EXHIBIT 4.3

                      AMERICAN POWER CONVERSION CORPORATION

                   Amended and Restated 1997 STOCK OPTION PLAN


     1.  Purpose.  The purpose of this Amended and Restated 1997 Stock Option
Plan (the "Plan") is to encourage employees of American Power Conversion
Corporation (the "Company") and of any present or future parent or subsidiary of
the Company (collectively, "Related Corporations"), and other individuals who
render services to the Company or a Related Corporation, by providing
opportunities to purchase stock in the Company pursuant to options granted
hereunder which qualify as "incentive stock options" ("ISOs") under
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code") and
options which do not qualify as ISOs ("Non-Qualified Options").  Both ISOs and
Non-Qualified Options are referred to hereafter individually as an "Option" and
collectively as "Options."  As used herein, the terms "parent" and "subsidiary"
mean "parent corporation" and "subsidiary corporation," respectively, as those
terms are defined in Section 424 of the Code.

     2.  Administration of the Plan.

          A.   Board or Committee Administration.  The Plan shall be
     administered by the Board of Directors of the Company (the "Board") or,
     subject to paragraph 2(D) (relating to compliance with Section 162(m) of
     the Code), by a committee appointed by the Board (the "Committee").
     Hereinafter, all references in this Plan to the "Committee" shall mean the
     Board if no Committee has been appointed.  Subject to ratification of the
     grant or authorization of each Option by the Board (if so required by
     applicable state law), and subject to the terms of the Plan, the Committee
     shall have the authority to (i) determine to whom (from among the class of
     employees eligible under paragraph 3 to receive ISOs) ISOs shall be
     granted, and to whom (from among the class of individuals and entities
     eligible under paragraph 3 to receive Non-Qualified Options) Non-Qualified
     Options may be granted; (ii) determine the time or times at which Options
     shall be granted; (iii) determine the exercise price of shares subject to
     each Option, which price shall not be less than the minimum price specified
     in paragraph 6; (iv) determine whether each Option granted shall be an ISO
     or a Non-Qualified Option; (v) determine (subject to paragraph 7) the time
     or times when each Option shall become exercisable and the duration of the
     exercise period; (vi) extend the period during which outstanding Options
     may be exercised; (vii) determine whether restrictions such as repurchase
     options are to be imposed on shares subject to Options and the nature of
     such restrictions, if any; and (viii) interpret the Plan and prescribe and
     rescind rules and regulations relating to it.  If the Committee determines
     to issue a Non-Qualified Option, it shall take whatever actions it deems
     necessary, under Section 422 of the Code and the regulations promulgated
     thereunder, to ensure that such Option is not treated as an ISO.  The
     interpretation and construction by the Committee of any provisions of the
     Plan or of any Option granted under it shall be final unless otherwise
     determined by the Board.  The Committee may from time to time adopt such
     rules and regulations for carrying out the Plan as it may deem advisable.
     No member of the Board or the Committee shall be liable for any action or
     determination made in good faith with respect to the Plan or any Option
     granted under it.
                                        6
<PAGE>

          B.   Committee Actions.  The Committee may select one of its members
     as its chairman, and shall hold meetings at such time and places as it may
     determine.  A majority of the Committee shall constitute a quorum and acts
     by a majority of the members of the Committee at a meeting at which a
     quorum is present, or acts reduced to or approved in writing by a majority
     of the members of the Committee (if consistent with applicable state law),
     shall constitute the valid acts of the Committee.  From time to time the
     Board may increase the size of the Committee and appoint additional members
     thereof, remove members (with or without cause) and appoint new members in
     substitution therefor, fill vacancies however caused, or remove all members
     of the Committee and thereafter directly administer the Plan.

          C.   Grant of Options to Board Members.  Options may be granted to
     members of the Board. All grants of Options to members of the Board shall
     in all respects be made in accordance with the provisions of this Plan
     applicable to other eligible persons.  Members of the Board who either
     (i) are eligible to receive grants of Options pursuant to the Plan or
     (ii) have been granted Options may vote on any matters affecting the
     administration of the Plan or the grant of any Options pursuant to the
     Plan, except that no such member shall act upon the granting to himself or
     herself of Options, but any such member may be counted in determining the
     existence of a quorum at any meeting of the Board during which action is
     taken with respect to the granting to such member of Options.

          D.   Performance-Based Compensation.  The Board, in its discretion,
     may take such action as may be necessary to ensure that Options granted
     under the Plan qualify as "qualified performance-based compensation" within
     the meaning of Section 162(m) of the Code and applicable regulations
     promulgated thereunder ("Performance-Based Compensation").  Such action may
     include, in the Board's discretion, some or all of the following (i) if the
     Board determines that Options granted under the Plan generally shall
     constitute Performance-Based Compensation,  the Plan shall be administered,
     to the extent required for such Options to constitute Performance-Based
     Compensation, by a Committee consisting solely of two or more "outside
     directors" (as defined in applicable regulations promulgated under Section
     162(m) of the Code), (ii) if any Non-Qualified Options with an exercise
     price less than the fair market value per share of Common Stock are granted
     under the Plan and the Board determines that such Options should constitute
     Performance-Based Compensation, such options shall be made exercisable only
     upon the attainment of a pre-established, objective performance goal
     established by the Committee, and such grant shall be submitted for, and
     shall be contingent upon shareholder approval and (iii) Options granted
     under the Plan may be subject to such other terms and conditions as are
     necessary for compensation recognized in connection with the exercise or
     disposition of such Option or the disposition of Common Stock acquired
     pursuant to such Option, to constitute Performance-Based Compensation.

     3.  Eligible Employees and Others.  ISOs may be granted only to employees
of the Company or any Related Corporation.  Non-Qualified Options may be granted
to any employee, officer or director (whether or not also an employee) or
consultant of the Company or any Related Corporation.  The Committee may take
into consideration a recipient's individual circumstances in determining whether
to grant an ISO or a Non-Qualified Option.  The granting of any Option to any
individual or entity shall neither entitle that individual or entity to, nor
disqualify such individual or entity from, participation in any other grant of
Options.

                                        7
<PAGE>
     4.  Stock.  The stock subject to Options shall be authorized but unissued
shares of Common Stock of the Company, par value $.01 per share (the "Common
Stock"), or shares of Common Stock reacquired by the Company in any manner.  The
aggregate number of shares which may be issued pursuant to the Plan is
33,500,000, subject to adjustment as provided in paragraph 13.  If any Option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part or shall be repurchased by the Company, the shares subject to such
Option shall again be available for grants of Options under the Plan.

          No employee of the Company or any Related Corporation may be granted
Options to acquire, in the aggregate, more than 8,400,000 of the shares of
Common Stock under the Plan during any fiscal year of the Company.  If any
Option granted under the Plan shall expire or terminate for any reason without
having been exercised in full or shall cease for any reason to be exercisable in
whole or in part or shall be repurchased by the Company, the shares subject to
such Option shall be included in the determination of the aggregate number of
shares of Common Stock deemed to have been granted to such employee under the
Plan.

     5.  Granting of Options.  Options may be granted under the Plan at any time
after February 12, 1997 and prior to February 12, 2007.  The date of grant of an
Option under the Plan will be the date specified by the Committee at the time it
grants the Option; provided, however, that such date shall not be prior to the
date on which the Committee acts to approve the grant.

     6.  Minimum Option Price; ISO Limitations.

          A.   Price for Non-Qualified Options.  Subject to Paragraph 2(D)
     (relating to compliance with Section 162(m) of the Code), the exercise
     price per share specified in the agreement relating to each Non-Qualified
     Option granted under the Plan may be less than the fair market value of the
     Common Stock of the Company on the date of grant; provided that in no event
     shall such exercise price be less than the minimum legal consideration
     required therefor under the laws of any jurisdiction in which the Company
     or its successors in interest may be organized.

          B.   Price for ISOs.  The exercise price per share specified in the
     agreement relating to each ISO granted under the Plan shall not be less
     than the fair market value per share of Common Stock on the date of such
     grant.  In the case of an ISO to be granted to an employee owning stock
     possessing more than ten percent (10%) of the total combined voting power
     of all classes of stock of the Company or any Related Corporation, the
     price per share specified in the agreement relating to such ISO shall not
     be less than one hundred ten percent (110%) of the fair market value
     per share of Common Stock on the date of grant.  For purposes of
     determining stock ownership under this paragraph, the rules of
     Section 424(d) of the Code shall apply.

          C.   $100,000 Annual Limitation on ISO Vesting.  Each eligible
     employee may be granted Options treated as ISOs only to the extent that, in
     the aggregate under this Plan and all incentive stock option plans of the
     Company and any Related Corporation, ISOs do not become exercisable for the
     first time by such employee during any calendar year with respect to stock
     having a fair market value (determined at the time the ISOs were granted)
     in excess of $100,000.  The Company intends to designate any Options
     granted in excess of such limitation as Non-Qualified Options, and the
     Company shall issue separate certificates to the optionee with respect to
     Options that are Non-Qualified Options and Option that are ISOs.

                                        8
<PAGE>
          D.   Determination of Fair Market Value.  If, at the time an Option is
     granted under the Plan, the Company's Common Stock is publicly traded,
     "fair market value" shall be determined as of the date of grant or, if the
     prices or quotes discussed in this sentence are unavailable for such date,
     the last business day for which such prices or quotes are available prior
     to the date of grant and shall mean (i) the average (on that date) of the
     high and low prices of the Common Stock on the principal national
     securities exchange on which the Common Stock is traded, if the Common
     Stock is then traded on a national securities exchange; or (ii) the last
     reported sale price (on that date) of the Common Stock on the Nasdaq
     National Market, if the Common Stock is not then traded on a national
     securities exchange; or (iii) the closing bid price (or average of bid
     prices) last quoted (on that date) by an established quotation service for
     over-the-counter securities, if the Common Stock is not reported on the
     Nasdaq National Market.  If the Common Stock is not publicly traded at the
     time an Option is granted under the Plan, "fair market value" shall be
     deemed to be the fair value of the Common Stock as determined by the
     Committee after taking into consideration all factors which it deems
     appropriate, including, without limitation, recent sale and offer prices of
     the Common Stock in private transactions negotiated at arm's length.

     7.  Option Duration.  Subject to earlier termination as provided in
paragraphs 9 and 10 or in the agreement relating to such Option, each Option
shall expire on the date specified by the Committee, but not more than (i) ten
years from the date of grant in the case of Options generally and (ii) five
years from the date of grant in the case of ISOs granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Corporation, as determined
under paragraph 6(B).  Subject to earlier termination as provided in
paragraphs 9 and 10, the term of each ISO shall be the term set forth in the
original instrument granting such ISO, except with respect to any part of such
ISO that is converted into a Non-Qualified Option pursuant to paragraph 16.

     8.  Exercise of Option.  Subject to the provisions of paragraphs 9 through
12, each Option granted under the Plan shall be exercisable as follows:

          A.   Vesting.  The Option shall either be fully exercisable on the
     date of grant or shall become exercisable thereafter in such installments
     as the Committee may specify.

          B.   Full Vesting of Installments.  Once an installment becomes
     exercisable it shall remain exercisable until expiration or termination of
     the Option, unless otherwise specified by the Committee.

          C.   Partial Exercise.  Each Option or installment may be exercised at
     any time or from time to time, in whole or in part, for up to the total
     number of shares with respect to which it is then exercisable.

          D.   Acceleration of Vesting.  The Committee shall have the right to
     accelerate the date on which any installment of any Option becomes
     exercisable; provided that the Committee shall not, without the consent of
     an optionee, accelerate the permitted exercise date of any installment of
     any Option granted to any employee as an ISO (and not previously converted
     into a Non-Qualified Option pursuant to paragraph 16) if such acceleration
     would violate the annual vesting limitation contained in Section 422(d) of
     the Code, as described in paragraph 6(C).

                                        9
<PAGE>
     9.  Termination of Employment.  Unless otherwise specified in the agreement
relating to such ISO, if an ISO optionee ceases to be employed by the Company
and all Related Corporations other than by reason of death or disability as
defined in paragraph 10, no further installments of his or her ISOs shall become
exercisable, and his or her ISOs shall terminate on the earlier of (a) the
passage of three months after the date of termination of his or her employment,
or (b) expiration dates, except to the extent that such ISOs (or unexercised
installments thereof) have been converted into Non-Qualified Options pursuant to
paragraph 16.  For purposes of this paragraph 9, employment shall be considered
as continuing uninterrupted during any bona fide leave of absence (such as those
attributable to illness, military obligations or governmental service) provided
that the period of such leave does not exceed 90 days or, if longer, any period
during which such optionee's right to reemployment is guaranteed by statute or
by contract.  A bona fide leave of absence with the written approval of the
Committee shall not be considered an interruption of employment under this
paragraph 9, provided that such written approval contractually obligates the
Company or any Related Corporation to continue the employment of the optionee
after the approved period of absence.  ISOs granted under the Plan shall not be
affected by any change of employment within or among the Company and Related
Corporations, so long as the optionee continues to be an employee of the Company
or any Related Corporation.  Nothing in the Plan shall be deemed to give any
optionee the right to be retained in employment or other service by the Company
or any Related Corporation for any period of time.

     10. Death; Disability.

          A.   Death.  If an ISO optionee ceases to be employed by the Company
     and all Related Corporations by reason of his or her death, any ISO owned
     by such optionee may be exercised, to the extent otherwise exercisable on
     the date of death, by the estate, personal representative or beneficiary
     who has acquired the ISO by will or by the laws of descent and
     distribution, until the earlier of (i) the specified expiration date of the
     ISO or (ii) 180 days from the date of the optionee's death.

          B.   Disability.  If an ISO optionee ceases to be employed by the
     Company and all Related Corporations by reason of his or her disability,
     such optionee shall have the right to exercise any ISO held by him or her
     on the date of termination of employment, to the extent of the number of
     shares with respect to which he or she could have exercised it on that
     date, until the earlier of (i) the specified expiration date of the ISO or
     (ii) 180 days from the date of the termination of the optionee's
     employment.  For the purposes of the Plan, the term "disability" shall mean
     "permanent and total disability" as defined in Section 22(e)(3) of the Code
     or any successor statute.

     11. Assignability.  No ISO shall be assignable or transferable by the
optionee except by will or by the laws of descent and distribution, and during
the lifetime of an optionee each Option shall be exercisable only by such
optionee.  Non-Qualified Options shall be transferable to the extent set forth
in the agreement relating thereto.

     12. Terms and Conditions of Options.  Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve.  Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options.  The Committee may specify that any Non-
Qualified Option shall be subject to the restrictions set forth herein with
respect to ISOs, or to such other termination and cancellation provisions as the
Committee may determine.  The Committee may from time to time confer authority
and responsibility on one or more of its own members and/or one or more officers
of the Company to execute and deliver such instruments.  The proper officers of
the Company are authorized and directed to take any and all action necessary or
advisable from time to time to carry out the terms of such instruments.

                                       10
<PAGE>
     13. Adjustments.  Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company relating
to such Option:

          A.   Stock Dividends and Stock Splits.  If the shares of Common Stock
     shall be subdivided or combined into a greater or smaller number of shares
     or if the Company shall issue any shares of Common Stock as a stock
     dividend on its outstanding Common Stock, the number of shares of Common
     Stock deliverable upon the exercise of Options shall be appropriately
     increased or decreased proportionately, and appropriate adjustments shall
     be made in the purchase price per share to reflect such subdivision,
     combination or stock dividend.

          B.   Consolidations or Mergers.  If the Company is to be consolidated
     with or acquired by another entity in a merger or other reorganization in
     which the holders of the outstanding voting stock of the Company
     immediately preceding the consummation of such event, shall, immediately
     following such event, hold, as a group, less than a majority of the voting
     securities of the surviving or successor entity, or in the event of a sale
     of all or substantially all of the Company's assets or otherwise (each, an
     "Acquisition"), the Committee or the board of directors of any entity
     assuming the obligations of the Company hereunder (the "Successor Board"),
     shall, as to outstanding Options, either (i) make appropriate provision for
     the continuation of such Options by substituting on an equitable basis for
     the shares then subject to such Options either (a) the consideration
     payable with respect to the outstanding shares of Common Stock in
     connection with the Acquisition, (b) shares of stock of the surviving or
     successor corporation or (c) such other securities as the Successor Board
     deems appropriate, the fair market value of which shall not materially
     exceed the fair market value of the shares of Common Stock subject to such
     Options immediately preceding the Acquisition; or (ii) upon written notice
     to the optionees, provide that all Options must be exercised, to the extent
     then exercisable or to be exercisable as a result of the Acquisition,
     within a specified number of days of the date of such notice, at the end of
     which period the Options shall terminate; or (iii) terminate all Options in
     exchange for a cash payment equal to the excess of the fair market value of
     the shares subject to such Options (to the extent then exercisable or to be
     exercisable as a result of the Acquisition) over the exercise price
     thereof.

          C.   Recapitalization or Reorganization.  In the event of a
     recapitalization or reorganization of the Company (other than a transaction
     described in subparagraph B above) pursuant to which securities of the
     Company or of another corporation are issued with respect to the
     outstanding shares of Common Stock, an optionee upon exercising an Option
     shall be entitled to receive for the purchase price paid upon such exercise
     the securities he or she would have received if he or she had exercised
     such Option prior to such recapitalization or reorganization.

                                       11
<PAGE>
          D.   Modification of ISOs.  Notwithstanding the foregoing, any
     adjustments made pursuant to subparagraphs A, B or C with respect to ISOs
     shall be made only after the Committee, after consulting with counsel for
     the Company, determines whether such adjustments would constitute a
     "modification" of such ISOs (as that term is defined in Section 424 of the
     Code) or would cause any adverse tax consequences for the holders of such
     ISOs.  If the Committee determines that such adjustments made with respect
     to ISOs would constitute a modification of such ISOs or would cause adverse
     tax consequences to the holders, it may refrain from making such
     adjustments.

          E.   Dissolution or Liquidation.  In the event of the proposed
     dissolution or liquidation of the Company, each Option will terminate
     immediately prior to the consummation of such proposed action or at such
     other time and subject to such other conditions as shall be determined by
     the Committee.

          F.   Issuances of Securities.  Except as expressly provided herein, no
     issuance by the Company of shares of stock of any class, or securities
     convertible into shares of stock of any class, shall affect, and no
     adjustment by reason thereof shall be made with respect to, the number or
     price of shares subject to Options.  No adjustments shall be made for
     dividends paid in cash or in property other than securities of the Company.

          G.   Fractional Shares.  No fractional shares shall be issued under
     the Plan and the optionee shall receive from the Company cash in lieu of
     such fractional shares.

          H.   Adjustments.  Upon the happening of any of the events described
     in subparagraphs A, B or C above, the class and aggregate number of shares
     set forth in paragraph 4 hereof that are subject to Options which
     previously have been or subsequently may be granted under the Plan shall
     also be appropriately adjusted to reflect the events described in such
     subparagraphs.  The Committee or the Successor Board shall determine the
     specific adjustments to be made under this paragraph 13 and, subject to
     paragraph 2, its determination shall be conclusive.

     14. Means of Exercising Options.  An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer agent as the Company shall
designate.  Such notice shall identify the Option being exercised and specify
the number of shares as to which such Option is being exercised, accompanied by
full payment of the purchase price therefor either (a) in United States dollars
in cash or by check, (b) at the discretion of the Committee, through delivery of
shares of Common Stock having a fair market value equal as of the date of the
exercise to the cash exercise price of the Option, (c) at the discretion of the
Committee, by delivery of the optionee's personal recourse note bearing interest
payable not less than annually at no less than 100% of the lowest applicable
Federal rate, as defined in Section 1274(d) of the Code, (d) at the discretion
of the Committee and consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds from the sale
of the Common Stock acquired upon exercise of the Option and an authorization to
the broker or selling agent to pay that amount to the Company, which sale shall
be at the participant's direction at the time of exercise, or (e) at the
discretion of the Committee, by any combination of (a), (b), (c) and (d) above.
If the Committee exercises its discretion to permit payment of the exercise
price of an ISO by means of the methods set forth in clauses (b), (c), (d) or
(e) of the preceding sentence, such discretion shall be exercised in writing at
the time of the grant of the ISO in question.  The holder of an Option shall not
have the rights of a shareholder with respect to the shares covered by his
Option until the date of issuance of a stock certificate to such holder for such
shares.  Except as expressly provided above in paragraph 13 with respect to
changes in capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the date such
stock certificate is issued.

                                       12
<PAGE>
     15.  Term and Amendment of Plan.  This Plan was adopted by the Board on
February 12, 1997 and approved by the stockholders of the Company on April 21,
1997 at the 1997 Meeting of Stockholders and amended with approval of the
stockholders of the Company on May 7, 1999 at the 1999 Meeting of Stockholders
and on June 11, 2002 at the 2002 Meeting of Stockholders.  The Plan shall expire
at the end of the day on February 12, 2007 (except as to Options outstanding on
that date).  Subject to the provisions of paragraph 5 above, Options may be
granted under the Plan prior to the date of stockholder approval of the Plan.
The Board may terminate or amend the Plan in any respect at any time, except
that, without the approval of the stockholders obtained within 12 months before
or after the Board adopts a resolution authorizing any of the following actions:
(a) the total number of shares that may be issued under the Plan may not be
increased (except by adjustment pursuant to paragraph 13); (b) the provisions of
paragraph 3 regarding eligibility for grants of ISOs may not be modified;
(c) the provisions of paragraph 6(B) regarding the exercise price at which
shares may be offered pursuant to ISOs may not be modified (except by adjustment
pursuant to paragraph 13) and (d) the expiration date of the Plan may not be
extended.  Except as otherwise provided in this paragraph 15, in no event may
action of the Board or stockholders alter or impair the rights of an optionee,
without such optionee's consent, under any Option previously granted to such
optionee.

     16. Conversion of ISOs into Non-Qualified Options.  Subject to paragraph
13(D), without the prior written consent of the holder of an ISO, the Committee
shall not alter the terms of such ISO (including the means of exercising such
ISO) if such alteration would constitute a modification (within the meaning of
Section 424(h)(3) of the Code).  The Committee, at the written request or with
the written consent of any optionee, may in its discretion take such actions as
may be necessary to convert such optionee's ISOs (or any installments or
portions of installments thereof) that have not been exercised on the date of
conversion into Non-Qualified Options at any time prior to the expiration of
such ISOs, regardless of whether the optionee is an employee of the Company or a
Related Corporation at the time of such conversion.  Such actions may include,
but shall not be limited to, extending the exercise period or reducing the
exercise price of the appropriate installments of such ISOs.  At the time of
such conversion, the Committee (with the consent of the optionee) may impose
such conditions on the exercise of the resulting Non-Qualified Options as the
Committee in its discretion may determine, provided that such conditions shall
not be inconsistent with this Plan.  Nothing in the Plan shall be deemed to give
any optionee the right to have such optionee's ISOs converted into Non-Qualified
Options, and no such conversion shall occur until and unless the Committee takes
appropriate action.  Upon the taking of such action the Company shall issue
separate certificates to the optionee with respect to Options that are Non-
Qualified Options and Options that are ISOs.

     17. Application Of Funds.  The proceeds received by the Company from the
sale of shares pursuant to Options granted under the Plan shall be used for
general corporate purposes.

     18. Notice to Company of Disqualifying Disposition.  By accepting an ISO
granted under the Plan, each optionee agrees to notify the Company in writing
immediately after such optionee makes a Disqualifying Disposition (as described
in Sections 421, 422 and 424 of the Code and regulations thereunder) of any
stock acquired pursuant to the exercise of ISOs granted under the Plan.  A
Disqualifying Disposition is generally any disposition occurring on or before
the later of (a) the date two years following the date the ISO was granted or
(b) the date one year following the date the ISO was exercised.

                                       13
<PAGE>
     19. Withholding of Additional Income Taxes.  Upon the exercise of a Non-
Qualified Option, the transfer of a Non-Qualified Stock Option pursuant to an
arm's length transaction, the making of a Disqualifying Disposition (as defined
in paragraph 18), the vesting or transfer of restricted stock or securities
acquired on the exercise of a Option hereunder, or the making of a distribution
or other payment with respect to such stock or securities, the Company may
withhold taxes in respect of amounts that constitute compensation includible in
gross income.  The Committee in its discretion may condition (i) the exercise of
an Option (ii) the transfer of a Non-Qualified Stock Option, or (iii) the
vesting or transferability of restricted stock or securities acquired by
exercising an Option, on the optionee's making satisfactory arrangement for such
withholding.  Such arrangement may include payment by the optionee in cash or by
check of the amount of the withholding taxes or, at the discretion of the
Committee, by the optionee's delivery of previously held shares of Common Stock
or the withholding from the shares of Common Stock otherwise deliverable upon
exercise of a Option shares having an aggregate fair market value equal to the
amount of such withholding taxes.

     20. Governmental Regulation.  The Company's obligation to sell and deliver
shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares.

     Government regulations may impose reporting or other obligations on the
Company with respect to the Plan.  For example, the Company may be required to
send tax information statements to employees and former employees that exercise
ISOs under the Plan, and the Company may be required to file tax information
returns reporting the income received by optionees in connection with the Plan.

     21. Governing Law.  The validity and construction of the Plan and the
instruments evidencing Options shall be governed by the laws of The Commonwealth
of Massachusetts, or the laws of any jurisdiction in which the Company or its
successors in interest may be organized.

                                       14
<PAGE>
                                                                     EXHIBIT 5.1
                              _____________________

                         TESTA, HURWITZ & THIBEAULT, LLP
                              _____________________
                                Attorneys at Law

                       High Street Tower, 125 High Street
                           Boston, Massachusetts 02110
Office (617) 248-7000                                       Fax (617) 248-7100


                                                                    July 3, 2002

American Power Conversion Corporation
132 Fairgrounds Road
West Kingston, RI 02892

     Re:  Registration Statement on Form S-8 Relating to the
          1997 Stock Option Plan (the "Plan")

Ladies and Gentlemen:

     Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by American Power Conversion Corporation
(the "Company") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, relating to an increase of an aggregate of 9,500,000
additional shares of Common Stock, $.01 par value per share, of the Company
issuable pursuant to the existing Plan (the "Shares").

     We are counsel to the Company and are familiar with the proceedings of its
stockholders and Board of Directors.  We have examined original or certified
copies of the Company's Articles of Organization, as amended, the Company's by-
laws, as amended, the corporate records of the Company to the date hereof, and
such other certificates, documents, records and materials as we have deemed
necessary in connection with this opinion letter.

     Based upon and subject to the foregoing, we are of the opinion that the
Shares issued or proposed to be issued by the Company pursuant to the Plan will
be, upon receipt of the consideration provided for in the Plan, validly issued,
fully paid and nonassessable after issuance of such Shares in accordance with
the terms of the Plan.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.

                                   Very truly yours,


                                   TESTA, HURWITZ & THIBEAULT, LLP

                                   15
<PAGE>
                                                                    EXHIBIT 23.1

                        INDEPENDENT ACCOUNTANTS' CONSENT


The Board of Directors
American Power Conversion Corporation

We  consent to incorporation by reference in this registration statement on Form
S-8  of  American Power Conversion Corporation for the registration of 9,500,000
shares of Common Stock for the American Power Conversion 1997 Stock Option  Plan
of  our  reports dated January 31, 2002, except as to Note 17, which  is  as  of
March  28,  2002,  with respect to the consolidated balance sheets  of  American
Power  Conversion Corporation as of December 31, 2001 and 2000, and the  related
consolidated  statements of income, changes in shareholders'  equity,  and  cash
flows  for  each of the years in the three-year period ended December 31,  2001,
and the related schedule, which reports appear in the 2001 annual report on Form
10-K of American Power Conversion Corporation.

                              /S/ KPMG LLP

Providence, Rhode Island
July 1, 2002


                                       16
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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": "S-8", "act": "33", "file-number": "333-91994", "film-number": "02696788"}, "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"}}
As filed with the Securities and Exchange Commission on July 3, 2002.
                                              Registration No. 333-[______]

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ____________________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      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, RI 02892
               (Address of Principal Executive Offices)(Zip Code)

                             1997 Stock Option Plan
                             (Full Title of the Plan)
                              ____________________

                             Rodger B. Dowdell, Jr.
                      President and Chief Executive Officer
                              132 Fairgrounds Road
                             West Kingston, RI 02892
                                 (401) 789-5735
             (Name, address including zip code and telephone number,
                    including area code, of agent for service)
                              ____________________

                                    Copy to:
                          William B. Simmons, Jr., Esq.
                         TESTA, HURWITZ & THIBEAULT, LLP
                                High Street Tower
                                 125 High Street
                           Boston, Massachusetts 02110

                         CALCULATION OF REGISTRATION FEE
Proposed        Proposed
                                          Maximum         Maximum
    Title of                             Offering        Aggregate    Amount of
 Securities to       Amount to be          Price         Offering    Registration
 be Registered        Registered         Per Share         Price         Fee
Common Stock,
  $.01 par value   9,500,000 shares   $12.39 (1)/(2)   $117,705,000   $10,828.86
(1)  Such shares are issuable upon exercise of outstanding options with fixed
      exercise prices.  Pursuant to Rule 457(h), the aggregate offering price
      and the fee have been calculated upon the basis of the price at which
      such options may be exercised.

 (2)  The price of $12.39 per share, which is the average of the high and low
      prices of the Common Stock as reported on the Nasdaq National Market
      System on July 2, 2002, is set forth solely for purposes of calculating
      the filing fee pursuant to Rules 457(c) and (h) for those shares without
      a fixed exercise price.
                                        1
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to American Power Conversion Corporation's (the "Registrant") 1997
Stock Option Plan is effective.  Pursuant to General Instruction E to Form S-8,
the Registrant hereby incorporates by reference herein the information contained
in the Registrant's Registration Statement No. 333-32563 on Form S-8 as filed
with the Securities and Exchange Commission (the "Commission") on July 31, 1997
and Registrant's Registration Statement No. 333-80569 on Form S-8 as filed with
the Commission on June 11, 1999.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement:

   - Registrant's Annual Report on Form 10-K for the fiscal year ended December
       31, 2002, filed with the Commission on April 1, 2002.

   - Proxy Statement for the 2002 Annual Meeting of Shareholders, filed with the
       Commission on April 29, 2002.

   - Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31,
       2002, filed with the Commission on May 15, 2002.

   - The description of the Registrant's Common Stock contained in the
       Registrant's Registration on Form 8-A filed under Section 12(g)
       of the Exchange Act on September 3, 1999.

   - Registrant's Current Report on Form 8-K filed with the Commission on July
       3, 2002.

     All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 8.   Exhibits.

    Exhibit No.     Description of Exhibit

       4.1          Articles of Organization of the Registrant, as amended,
                    (previously filed as Exhibit 3.01 to the Registrant's
                    Quarterly Report on Form 10-Q for the quarterly period
                    ended June 27, 1999 and incorporated herein by referenced
                    (File No. 1-12432)).

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

                                        2
4.3          1997 Stock Option Plan of the Registrant (filed herewith).

       4.4          Rights Agreement, dated as of September 2, 1999 between
                    American Power Conversion Corporation and BankBoston, N.A.,
                    which includes as Exhibit A the Form of Rights Certificate,
                    and as Exhibit B the Summary of Rights to Purchase Common
                    Stock (previously filed as Exhibit 4.1 to Registrant's
                    registration statement No. 000-17126 on Form 8-A filed on
                    September 3, 1999 and incorporated by reference herein).

       5.1          Opinion of Testa, Hurwitz & Thibeault, LLP.

       23.1         Consent of KPMG LLP.

       23.2         Consent of Testa, Hurwitz & Thibeault, LLP (included in
                    Exhibit 5.1).

       24.1         Power of Attorney (contained in the signature page of this
                    Registration Statement).

                                        3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of West Kingston and the state of Rhode Island, on this
30th day of June, 2002.

                                AMERICAN POWER CONVERSION CORPORATION

                                By:         /s/ Rodger B. Dowdell, Jr.
                                  Rodger B. Dowdell, Jr.,
                                  President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of American Power Conversion
Corporation, hereby severally constitute and appoint Rodger B. Dowdell, Jr. and
Donald Muir, and each of them singly, our true and lawful attorneys, with full
power to them and each of them singly, to sign for us in our names in the
capacities indicated below, all pre-effective and post-effective amendments to
this registration statement, and generally do all things in our names and on our
behalf in such capacities to enable American Power Conversion Corporation to
comply with the provisions of the Securities Act of 1933 and all requirements of
the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.

Signature                    Title(s)                          Date

/s/ Rodger B. Dowdell, Jr.   Chairman, President, Chief        June 30, 2002
Rodger B. Dowdell, Jr.       Executive Officer and Director
                             (Principal Executive Officer)

/s/ Donald M. Muir           Senior Vice President, Finance    June 30, 2002
Donald M. Muir               and Administration, Treasurer
                             and Chief Financial Officer
                             (Principal Financial and
                             Accounting Officer)

/s/ Neil E. Rasmussen        Senior Vice President, Chief      June 30, 2002
Neil E. Rasmussen            Technology Officer and Director

/s/ Emanuel E. Landsman      Vice President and Director       June 30, 2002
Emanuel E. Landsman

/s/ Ervin F. Lyon            Director                          June 30, 2002
Ervin F. Lyon

/s/ James D. Gerson          Director                          June 30, 2002
James D. Gerson

/s/ John G. Kassakian        Director                          June 30, 2002
John G. Kassakian

/s/ John F. Keane, Sr.       Director                          June 30, 2002
John F. Keane, Sr.

                                        4
EXHIBIT INDEX

    Exhibit No.    Description of Exhibit

       4.1         Articles of Organization of the Registrant, as amended,
                   (previously filed as Exhibit 3.01 to the Registrant's
                   Quarterly Report on Form 10-Q for the quarterly period ended
                   June 27, 1999 and incorporated herein by referenced (File
                   No. 1-12432)).

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

       4.3         1997 Stock Option Plan of the Registrant (filed herewith).

       4.4         Rights Agreement, dated as of September 2, 1999 between
                   American Power Conversion Corporation and BankBoston, N.A.,
                   which includes as Exhibit A the Form of Rights Certificate,
                   and as Exhibit B the Summary of Rights to Purchase Common
                   Stock (previously filed as Exhibit 4.1 to Registrant's
                   registration statement No. 000-17126 on Form 8-A filed on
                   September 3, 1999 and incorporated by reference herein).

       5.1         Opinion of Testa, Hurwitz & Thibeault, LLP.

       23.1        Consent of KPMG LLP.

       23.2        Consent of Testa, Hurwitz & Thibeault, LLP (included in
                   Exhibit 5.1).

       24.1        Power of Attorney (contained in the signature page of this
                   Registration Statement).

                                        5
EXHIBIT 4.3

                      AMERICAN POWER CONVERSION CORPORATION

                   Amended and Restated 1997 STOCK OPTION PLAN

     1.  Purpose.  The purpose of this Amended and Restated 1997 Stock Option
Plan (the "Plan") is to encourage employees of American Power Conversion
Corporation (the "Company") and of any present or future parent or subsidiary of
the Company (collectively, "Related Corporations"), and other individuals who
render services to the Company or a Related Corporation, by providing
opportunities to purchase stock in the Company pursuant to options granted
hereunder which qualify as "incentive stock options" ("ISOs") under
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code") and
options which do not qualify as ISOs ("Non-Qualified Options").  Both ISOs and
Non-Qualified Options are referred to hereafter individually as an "Option" and
collectively as "Options."  As used herein, the terms "parent" and "subsidiary"
mean "parent corporation" and "subsidiary corporation," respectively, as those
terms are defined in Section 424 of the Code.

     2.  Administration of the Plan.

          A.   Board or Committee Administration.  The Plan shall be
     administered by the Board of Directors of the Company (the "Board") or,
     subject to paragraph 2(D) (relating to compliance with Section 162(m) of
     the Code), by a committee appointed by the Board (the "Committee").
     Hereinafter, all references in this Plan to the "Committee" shall mean the
     Board if no Committee has been appointed.  Subject to ratification of the
     grant or authorization of each Option by the Board (if so required by
     applicable state law), and subject to the terms of the Plan, the Committee
     shall have the authority to (i) determine to whom (from among the class of
     employees eligible under paragraph 3 to receive ISOs) ISOs shall be
     granted, and to whom (from among the class of individuals and entities
     eligible under paragraph 3 to receive Non-Qualified Options) Non-Qualified
     Options may be granted; (ii) determine the time or times at which Options
     shall be granted; (iii) determine the exercise price of shares subject to
     each Option, which price shall not be less than the minimum price specified
     in paragraph 6; (iv) determine whether each Option granted shall be an ISO
     or a Non-Qualified Option; (v) determine (subject to paragraph 7) the time
     or times when each Option shall become exercisable and the duration of the
     exercise period; (vi) extend the period during which outstanding Options
     may be exercised; (vii) determine whether restrictions such as repurchase
     options are to be imposed on shares subject to Options and the nature of
     such restrictions, if any; and (viii) interpret the Plan and prescribe and
     rescind rules and regulations relating to it.  If the Committee determines
     to issue a Non-Qualified Option, it shall take whatever actions it deems
     necessary, under Section 422 of the Code and the regulations promulgated
     thereunder, to ensure that such Option is not treated as an ISO.  The
     interpretation and construction by the Committee of any provisions of the
     Plan or of any Option granted under it shall be final unless otherwise
     determined by the Board.  The Committee may from time to time adopt such
     rules and regulations for carrying out the Plan as it may deem advisable.
     No member of the Board or the Committee shall be liable for any action or
     determination made in good faith with respect to the Plan or any Option
     granted under it.
                                        6
B.   Committee Actions.  The Committee may select one of its members
     as its chairman, and shall hold meetings at such time and places as it may
     determine.  A majority of the Committee shall constitute a quorum and acts
     by a majority of the members of the Committee at a meeting at which a
     quorum is present, or acts reduced to or approved in writing by a majority
     of the members of the Committee (if consistent with applicable state law),
     shall constitute the valid acts of the Committee.  From time to time the
     Board may increase the size of the Committee and appoint additional members
     thereof, remove members (with or without cause) and appoint new members in
     substitution therefor, fill vacancies however caused, or remove all members
     of the Committee and thereafter directly administer the Plan.

          C.   Grant of Options to Board Members.  Options may be granted to
     members of the Board. All grants of Options to members of the Board shall
     in all respects be made in accordance with the provisions of this Plan
     applicable to other eligible persons.  Members of the Board who either
     (i) are eligible to receive grants of Options pursuant to the Plan or
     (ii) have been granted Options may vote on any matters affecting the
     administration of the Plan or the grant of any Options pursuant to the
     Plan, except that no such member shall act upon the granting to himself or
     herself of Options, but any such member may be counted in determining the
     existence of a quorum at any meeting of the Board during which action is
     taken with respect to the granting to such member of Options.

          D.   Performance-Based Compensation.  The Board, in its discretion,
     may take such action as may be necessary to ensure that Options granted
     under the Plan qualify as "qualified performance-based compensation" within
     the meaning of Section 162(m) of the Code and applicable regulations
     promulgated thereunder ("Performance-Based Compensation").  Such action may
     include, in the Board's discretion, some or all of the following (i) if the
     Board determines that Options granted under the Plan generally shall
     constitute Performance-Based Compensation,  the Plan shall be administered,
     to the extent required for such Options to constitute Performance-Based
     Compensation, by a Committee consisting solely of two or more "outside
     directors" (as defined in applicable regulations promulgated under Section
     162(m) of the Code), (ii) if any Non-Qualified Options with an exercise
     price less than the fair market value per share of Common Stock are granted
     under the Plan and the Board determines that such Options should constitute
     Performance-Based Compensation, such options shall be made exercisable only
     upon the attainment of a pre-established, objective performance goal
     established by the Committee, and such grant shall be submitted for, and
     shall be contingent upon shareholder approval and (iii) Options granted
     under the Plan may be subject to such other terms and conditions as are
     necessary for compensation recognized in connection with the exercise or
     disposition of such Option or the disposition of Common Stock acquired
     pursuant to such Option, to constitute Performance-Based Compensation.

     3.  Eligible Employees and Others.  ISOs may be granted only to employees
of the Company or any Related Corporation.  Non-Qualified Options may be granted
to any employee, officer or director (whether or not also an employee) or
consultant of the Company or any Related Corporation.  The Committee may take
into consideration a recipient's individual circumstances in determining whether
to grant an ISO or a Non-Qualified Option.  The granting of any Option to any
individual or entity shall neither entitle that individual or entity to, nor
disqualify such individual or entity from, participation in any other grant of
Options.

                                        7
4.  Stock.  The stock subject to Options shall be authorized but unissued
shares of Common Stock of the Company, par value $.01 per share (the "Common
Stock"), or shares of Common Stock reacquired by the Company in any manner.  The
aggregate number of shares which may be issued pursuant to the Plan is
33,500,000, subject to adjustment as provided in paragraph 13.  If any Option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part or shall be repurchased by the Company, the shares subject to such
Option shall again be available for grants of Options under the Plan.

          No employee of the Company or any Related Corporation may be granted
Options to acquire, in the aggregate, more than 8,400,000 of the shares of
Common Stock under the Plan during any fiscal year of the Company.  If any
Option granted under the Plan shall expire or terminate for any reason without
having been exercised in full or shall cease for any reason to be exercisable in
whole or in part or shall be repurchased by the Company, the shares subject to
such Option shall be included in the determination of the aggregate number of
shares of Common Stock deemed to have been granted to such employee under the
Plan.

     5.  Granting of Options.  Options may be granted under the Plan at any time
after February 12, 1997 and prior to February 12, 2007.  The date of grant of an
Option under the Plan will be the date specified by the Committee at the time it
grants the Option; provided, however, that such date shall not be prior to the
date on which the Committee acts to approve the grant.

     6.  Minimum Option Price; ISO Limitations.

          A.   Price for Non-Qualified Options.  Subject to Paragraph 2(D)
     (relating to compliance with Section 162(m) of the Code), the exercise
     price per share specified in the agreement relating to each Non-Qualified
     Option granted under the Plan may be less than the fair market value of the
     Common Stock of the Company on the date of grant; provided that in no event
     shall such exercise price be less than the minimum legal consideration
     required therefor under the laws of any jurisdiction in which the Company
     or its successors in interest may be organized.

          B.   Price for ISOs.  The exercise price per share specified in the
     agreement relating to each ISO granted under the Plan shall not be less
     than the fair market value per share of Common Stock on the date of such
     grant.  In the case of an ISO to be granted to an employee owning stock
     possessing more than ten percent (10%) of the total combined voting power
     of all classes of stock of the Company or any Related Corporation, the
     price per share specified in the agreement relating to such ISO shall not
     be less than one hundred ten percent (110%) of the fair market value
     per share of Common Stock on the date of grant.  For purposes of
     determining stock ownership under this paragraph, the rules of
     Section 424(d) of the Code shall apply.

          C.   $100,000 Annual Limitation on ISO Vesting.  Each eligible
     employee may be granted Options treated as ISOs only to the extent that, in
     the aggregate under this Plan and all incentive stock option plans of the
     Company and any Related Corporation, ISOs do not become exercisable for the
     first time by such employee during any calendar year with respect to stock
     having a fair market value (determined at the time the ISOs were granted)
     in excess of $100,000.  The Company intends to designate any Options
     granted in excess of such limitation as Non-Qualified Options, and the
     Company shall issue separate certificates to the optionee with respect to
     Options that are Non-Qualified Options and Option that are ISOs.

                                        8
D.   Determination of Fair Market Value.  If, at the time an Option is
     granted under the Plan, the Company's Common Stock is publicly traded,
     "fair market value" shall be determined as of the date of grant or, if the
     prices or quotes discussed in this sentence are unavailable for such date,
     the last business day for which such prices or quotes are available prior
     to the date of grant and shall mean (i) the average (on that date) of the
     high and low prices of the Common Stock on the principal national
     securities exchange on which the Common Stock is traded, if the Common
     Stock is then traded on a national securities exchange; or (ii) the last
     reported sale price (on that date) of the Common Stock on the Nasdaq
     National Market, if the Common Stock is not then traded on a national
     securities exchange; or (iii) the closing bid price (or average of bid
     prices) last quoted (on that date) by an established quotation service for
     over-the-counter securities, if the Common Stock is not reported on the
     Nasdaq National Market.  If the Common Stock is not publicly traded at the
     time an Option is granted under the Plan, "fair market value" shall be
     deemed to be the fair value of the Common Stock as determined by the
     Committee after taking into consideration all factors which it deems
     appropriate, including, without limitation, recent sale and offer prices of
     the Common Stock in private transactions negotiated at arm's length.

     7.  Option Duration.  Subject to earlier termination as provided in
paragraphs 9 and 10 or in the agreement relating to such Option, each Option
shall expire on the date specified by the Committee, but not more than (i) ten
years from the date of grant in the case of Options generally and (ii) five
years from the date of grant in the case of ISOs granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Corporation, as determined
under paragraph 6(B).  Subject to earlier termination as provided in
paragraphs 9 and 10, the term of each ISO shall be the term set forth in the
original instrument granting such ISO, except with respect to any part of such
ISO that is converted into a Non-Qualified Option pursuant to paragraph 16.

     8.  Exercise of Option.  Subject to the provisions of paragraphs 9 through
12, each Option granted under the Plan shall be exercisable as follows:

          A.   Vesting.  The Option shall either be fully exercisable on the
     date of grant or shall become exercisable thereafter in such installments
     as the Committee may specify.

          B.   Full Vesting of Installments.  Once an installment becomes
     exercisable it shall remain exercisable until expiration or termination of
     the Option, unless otherwise specified by the Committee.

          C.   Partial Exercise.  Each Option or installment may be exercised at
     any time or from time to time, in whole or in part, for up to the total
     number of shares with respect to which it is then exercisable.

          D.   Acceleration of Vesting.  The Committee shall have the right to
     accelerate the date on which any installment of any Option becomes
     exercisable; provided that the Committee shall not, without the consent of
     an optionee, accelerate the permitted exercise date of any installment of
     any Option granted to any employee as an ISO (and not previously converted
     into a Non-Qualified Option pursuant to paragraph 16) if such acceleration
     would violate the annual vesting limitation contained in Section 422(d) of
     the Code, as described in paragraph 6(C).

                                        9
9.  Termination of Employment.  Unless otherwise specified in the agreement
relating to such ISO, if an ISO optionee ceases to be employed by the Company
and all Related Corporations other than by reason of death or disability as
defined in paragraph 10, no further installments of his or her ISOs shall become
exercisable, and his or her ISOs shall terminate on the earlier of (a) the
passage of three months after the date of termination of his or her employment,
or (b) expiration dates, except to the extent that such ISOs (or unexercised
installments thereof) have been converted into Non-Qualified Options pursuant to
paragraph 16.  For purposes of this paragraph 9, employment shall be considered
as continuing uninterrupted during any bona fide leave of absence (such as those
attributable to illness, military obligations or governmental service) provided
that the period of such leave does not exceed 90 days or, if longer, any period
during which such optionee's right to reemployment is guaranteed by statute or
by contract.  A bona fide leave of absence with the written approval of the
Committee shall not be considered an interruption of employment under this
paragraph 9, provided that such written approval contractually obligates the
Company or any Related Corporation to continue the employment of the optionee
after the approved period of absence.  ISOs granted under the Plan shall not be
affected by any change of employment within or among the Company and Related
Corporations, so long as the optionee continues to be an employee of the Company
or any Related Corporation.  Nothing in the Plan shall be deemed to give any
optionee the right to be retained in employment or other service by the Company
or any Related Corporation for any period of time.

     10. Death; Disability.

          A.   Death.  If an ISO optionee ceases to be employed by the Company
     and all Related Corporations by reason of his or her death, any ISO owned
     by such optionee may be exercised, to the extent otherwise exercisable on
     the date of death, by the estate, personal representative or beneficiary
     who has acquired the ISO by will or by the laws of descent and
     distribution, until the earlier of (i) the specified expiration date of the
     ISO or (ii) 180 days from the date of the optionee's death.

          B.   Disability.  If an ISO optionee ceases to be employed by the
     Company and all Related Corporations by reason of his or her disability,
     such optionee shall have the right to exercise any ISO held by him or her
     on the date of termination of employment, to the extent of the number of
     shares with respect to which he or she could have exercised it on that
     date, until the earlier of (i) the specified expiration date of the ISO or
     (ii) 180 days from the date of the termination of the optionee's
     employment.  For the purposes of the Plan, the term "disability" shall mean
     "permanent and total disability" as defined in Section 22(e)(3) of the Code
     or any successor statute.

     11. Assignability.  No ISO shall be assignable or transferable by the
optionee except by will or by the laws of descent and distribution, and during
the lifetime of an optionee each Option shall be exercisable only by such
optionee.  Non-Qualified Options shall be transferable to the extent set forth
in the agreement relating thereto.

     12. Terms and Conditions of Options.  Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve.  Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options.  The Committee may specify that any Non-
Qualified Option shall be subject to the restrictions set forth herein with
respect to ISOs, or to such other termination and cancellation provisions as the
Committee may determine.  The Committee may from time to time confer authority
and responsibility on one or more of its own members and/or one or more officers
of the Company to execute and deliver such instruments.  The proper officers of
the Company are authorized and directed to take any and all action necessary or
advisable from time to time to carry out the terms of such instruments.

                                       10
13. Adjustments.  Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company relating
to such Option:

          A.   Stock Dividends and Stock Splits.  If the shares of Common Stock
     shall be subdivided or combined into a greater or smaller number of shares
     or if the Company shall issue any shares of Common Stock as a stock
     dividend on its outstanding Common Stock, the number of shares of Common
     Stock deliverable upon the exercise of Options shall be appropriately
     increased or decreased proportionately, and appropriate adjustments shall
     be made in the purchase price per share to reflect such subdivision,
     combination or stock dividend.

          B.   Consolidations or Mergers.  If the Company is to be consolidated
     with or acquired by another entity in a merger or other reorganization in
     which the holders of the outstanding voting stock of the Company
     immediately preceding the consummation of such event, shall, immediately
     following such event, hold, as a group, less than a majority of the voting
     securities of the surviving or successor entity, or in the event of a sale
     of all or substantially all of the Company's assets or otherwise (each, an
     "Acquisition"), the Committee or the board of directors of any entity
     assuming the obligations of the Company hereunder (the "Successor Board"),
     shall, as to outstanding Options, either (i) make appropriate provision for
     the continuation of such Options by substituting on an equitable basis for
     the shares then subject to such Options either (a) the consideration
     payable with respect to the outstanding shares of Common Stock in
     connection with the Acquisition, (b) shares of stock of the surviving or
     successor corporation or (c) such other securities as the Successor Board
     deems appropriate, the fair market value of which shall not materially
     exceed the fair market value of the shares of Common Stock subject to such
     Options immediately preceding the Acquisition; or (ii) upon written notice
     to the optionees, provide that all Options must be exercised, to the extent
     then exercisable or to be exercisable as a result of the Acquisition,
     within a specified number of days of the date of such notice, at the end of
     which period the Options shall terminate; or (iii) terminate all Options in
     exchange for a cash payment equal to the excess of the fair market value of
     the shares subject to such Options (to the extent then exercisable or to be
     exercisable as a result of the Acquisition) over the exercise price
     thereof.

          C.   Recapitalization or Reorganization.  In the event of a
     recapitalization or reorganization of the Company (other than a transaction
     described in subparagraph B above) pursuant to which securities of the
     Company or of another corporation are issued with respect to the
     outstanding shares of Common Stock, an optionee upon exercising an Option
     shall be entitled to receive for the purchase price paid upon such exercise
     the securities he or she would have received if he or she had exercised
     such Option prior to such recapitalization or reorganization.

                                       11
D.   Modification of ISOs.  Notwithstanding the foregoing, any
     adjustments made pursuant to subparagraphs A, B or C with respect to ISOs
     shall be made only after the Committee, after consulting with counsel for
     the Company, determines whether such adjustments would constitute a
     "modification" of such ISOs (as that term is defined in Section 424 of the
     Code) or would cause any adverse tax consequences for the holders of such
     ISOs.  If the Committee determines that such adjustments made with respect
     to ISOs would constitute a modification of such ISOs or would cause adverse
     tax consequences to the holders, it may refrain from making such
     adjustments.

          E.   Dissolution or Liquidation.  In the event of the proposed
     dissolution or liquidation of the Company, each Option will terminate
     immediately prior to the consummation of such proposed action or at such
     other time and subject to such other conditions as shall be determined by
     the Committee.

          F.   Issuances of Securities.  Except as expressly provided herein, no
     issuance by the Company of shares of stock of any class, or securities
     convertible into shares of stock of any class, shall affect, and no
     adjustment by reason thereof shall be made with respect to, the number or
     price of shares subject to Options.  No adjustments shall be made for
     dividends paid in cash or in property other than securities of the Company.

          G.   Fractional Shares.  No fractional shares shall be issued under
     the Plan and the optionee shall receive from the Company cash in lieu of
     such fractional shares.

          H.   Adjustments.  Upon the happening of any of the events described
     in subparagraphs A, B or C above, the class and aggregate number of shares
     set forth in paragraph 4 hereof that are subject to Options which
     previously have been or subsequently may be granted under the Plan shall
     also be appropriately adjusted to reflect the events described in such
     subparagraphs.  The Committee or the Successor Board shall determine the
     specific adjustments to be made under this paragraph 13 and, subject to
     paragraph 2, its determination shall be conclusive.

     14. Means of Exercising Options.  An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer agent as the Company shall
designate.  Such notice shall identify the Option being exercised and specify
the number of shares as to which such Option is being exercised, accompanied by
full payment of the purchase price therefor either (a) in United States dollars
in cash or by check, (b) at the discretion of the Committee, through delivery of
shares of Common Stock having a fair market value equal as of the date of the
exercise to the cash exercise price of the Option, (c) at the discretion of the
Committee, by delivery of the optionee's personal recourse note bearing interest
payable not less than annually at no less than 100% of the lowest applicable
Federal rate, as defined in Section 1274(d) of the Code, (d) at the discretion
of the Committee and consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds from the sale
of the Common Stock acquired upon exercise of the Option and an authorization to
the broker or selling agent to pay that amount to the Company, which sale shall
be at the participant's direction at the time of exercise, or (e) at the
discretion of the Committee, by any combination of (a), (b), (c) and (d) above.
If the Committee exercises its discretion to permit payment of the exercise
price of an ISO by means of the methods set forth in clauses (b), (c), (d) or
(e) of the preceding sentence, such discretion shall be exercised in writing at
the time of the grant of the ISO in question.  The holder of an Option shall not
have the rights of a shareholder with respect to the shares covered by his
Option until the date of issuance of a stock certificate to such holder for such
shares.  Except as expressly provided above in paragraph 13 with respect to
changes in capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the date such
stock certificate is issued.

                                       12
15.  Term and Amendment of Plan.  This Plan was adopted by the Board on
February 12, 1997 and approved by the stockholders of the Company on April 21,
1997 at the 1997 Meeting of Stockholders and amended with approval of the
stockholders of the Company on May 7, 1999 at the 1999 Meeting of Stockholders
and on June 11, 2002 at the 2002 Meeting of Stockholders.  The Plan shall expire
at the end of the day on February 12, 2007 (except as to Options outstanding on
that date).  Subject to the provisions of paragraph 5 above, Options may be
granted under the Plan prior to the date of stockholder approval of the Plan.
The Board may terminate or amend the Plan in any respect at any time, except
that, without the approval of the stockholders obtained within 12 months before
or after the Board adopts a resolution authorizing any of the following actions:
(a) the total number of shares that may be issued under the Plan may not be
increased (except by adjustment pursuant to paragraph 13); (b) the provisions of
paragraph 3 regarding eligibility for grants of ISOs may not be modified;
(c) the provisions of paragraph 6(B) regarding the exercise price at which
shares may be offered pursuant to ISOs may not be modified (except by adjustment
pursuant to paragraph 13) and (d) the expiration date of the Plan may not be
extended.  Except as otherwise provided in this paragraph 15, in no event may
action of the Board or stockholders alter or impair the rights of an optionee,
without such optionee's consent, under any Option previously granted to such
optionee.

     16. Conversion of ISOs into Non-Qualified Options.  Subject to paragraph
13(D), without the prior written consent of the holder of an ISO, the Committee
shall not alter the terms of such ISO (including the means of exercising such
ISO) if such alteration would constitute a modification (within the meaning of
Section 424(h)(3) of the Code).  The Committee, at the written request or with
the written consent of any optionee, may in its discretion take such actions as
may be necessary to convert such optionee's ISOs (or any installments or
portions of installments thereof) that have not been exercised on the date of
conversion into Non-Qualified Options at any time prior to the expiration of
such ISOs, regardless of whether the optionee is an employee of the Company or a
Related Corporation at the time of such conversion.  Such actions may include,
but shall not be limited to, extending the exercise period or reducing the
exercise price of the appropriate installments of such ISOs.  At the time of
such conversion, the Committee (with the consent of the optionee) may impose
such conditions on the exercise of the resulting Non-Qualified Options as the
Committee in its discretion may determine, provided that such conditions shall
not be inconsistent with this Plan.  Nothing in the Plan shall be deemed to give
any optionee the right to have such optionee's ISOs converted into Non-Qualified
Options, and no such conversion shall occur until and unless the Committee takes
appropriate action.  Upon the taking of such action the Company shall issue
separate certificates to the optionee with respect to Options that are Non-
Qualified Options and Options that are ISOs.

     17. Application Of Funds.  The proceeds received by the Company from the
sale of shares pursuant to Options granted under the Plan shall be used for
general corporate purposes.

     18. Notice to Company of Disqualifying Disposition.  By accepting an ISO
granted under the Plan, each optionee agrees to notify the Company in writing
immediately after such optionee makes a Disqualifying Disposition (as described
in Sections 421, 422 and 424 of the Code and regulations thereunder) of any
stock acquired pursuant to the exercise of ISOs granted under the Plan.  A
Disqualifying Disposition is generally any disposition occurring on or before
the later of (a) the date two years following the date the ISO was granted or
(b) the date one year following the date the ISO was exercised.

                                       13
19. Withholding of Additional Income Taxes.  Upon the exercise of a Non-
Qualified Option, the transfer of a Non-Qualified Stock Option pursuant to an
arm's length transaction, the making of a Disqualifying Disposition (as defined
in paragraph 18), the vesting or transfer of restricted stock or securities
acquired on the exercise of a Option hereunder, or the making of a distribution
or other payment with respect to such stock or securities, the Company may
withhold taxes in respect of amounts that constitute compensation includible in
gross income.  The Committee in its discretion may condition (i) the exercise of
an Option (ii) the transfer of a Non-Qualified Stock Option, or (iii) the
vesting or transferability of restricted stock or securities acquired by
exercising an Option, on the optionee's making satisfactory arrangement for such
withholding.  Such arrangement may include payment by the optionee in cash or by
check of the amount of the withholding taxes or, at the discretion of the
Committee, by the optionee's delivery of previously held shares of Common Stock
or the withholding from the shares of Common Stock otherwise deliverable upon
exercise of a Option shares having an aggregate fair market value equal to the
amount of such withholding taxes.

     20. Governmental Regulation.  The Company's obligation to sell and deliver
shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares.

     Government regulations may impose reporting or other obligations on the
Company with respect to the Plan.  For example, the Company may be required to
send tax information statements to employees and former employees that exercise
ISOs under the Plan, and the Company may be required to file tax information
returns reporting the income received by optionees in connection with the Plan.

     21. Governing Law.  The validity and construction of the Plan and the
instruments evidencing Options shall be governed by the laws of The Commonwealth
of Massachusetts, or the laws of any jurisdiction in which the Company or its
successors in interest may be organized.

                                       14
EXHIBIT 5.1
                              _____________________

                         TESTA, HURWITZ & THIBEAULT, LLP
                              _____________________
                                Attorneys at Law

                       High Street Tower, 125 High Street
                           Boston, Massachusetts 02110
Office (617) 248-7000                                       Fax (617) 248-7100

                                                                    July 3, 2002

American Power Conversion Corporation
132 Fairgrounds Road
West Kingston, RI 02892

     Re:  Registration Statement on Form S-8 Relating to the
          1997 Stock Option Plan (the "Plan")

Ladies and Gentlemen:

     Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by American Power Conversion Corporation
(the "Company") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, relating to an increase of an aggregate of 9,500,000
additional shares of Common Stock, $.01 par value per share, of the Company
issuable pursuant to the existing Plan (the "Shares").

     We are counsel to the Company and are familiar with the proceedings of its
stockholders and Board of Directors.  We have examined original or certified
copies of the Company's Articles of Organization, as amended, the Company's by-
laws, as amended, the corporate records of the Company to the date hereof, and
such other certificates, documents, records and materials as we have deemed
necessary in connection with this opinion letter.

     Based upon and subject to the foregoing, we are of the opinion that the
Shares issued or proposed to be issued by the Company pursuant to the Plan will
be, upon receipt of the consideration provided for in the Plan, validly issued,
fully paid and nonassessable after issuance of such Shares in accordance with
the terms of the Plan.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.

                                   Very truly yours,

                                   TESTA, HURWITZ & THIBEAULT, LLP

                                   15
EXHIBIT 23.1

                        INDEPENDENT ACCOUNTANTS' CONSENT

The Board of Directors
American Power Conversion Corporation

We  consent to incorporation by reference in this registration statement on Form
S-8  of  American Power Conversion Corporation for the registration of 9,500,000
shares of Common Stock for the American Power Conversion 1997 Stock Option  Plan
of  our  reports dated January 31, 2002, except as to Note 17, which  is  as  of
March  28,  2002,  with respect to the consolidated balance sheets  of  American
Power  Conversion Corporation as of December 31, 2001 and 2000, and the  related
consolidated  statements of income, changes in shareholders'  equity,  and  cash
flows  for  each of the years in the three-year period ended December 31,  2001,
and the related schedule, which reports appear in the 2001 annual report on Form
10-K of American Power Conversion Corporation.

                              /S/ KPMG LLP

Providence, Rhode Island
July 1, 2002

                                       16