<PAGE>                                                                 

As filed with the Securities and Exchange Commission on July 31, 1997.
                                        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 Identification No.)
      Incorporation or Organization)
                                
          132 Fairgrounds Road, West Kingston, RI 02892
       (Address of Principal Executive Offices)(Zip Code)

          1993 Non-Employee Director Stock Option Plan
          1997 Non-Employee Director Stock Option Plan
                     1997 Stock Option Plan
                1997 Employee Stock Purchase 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
                                
========================================================================

<PAGE>
========================================================================

                 CALCULATION OF REGISTRATION FEE

========================================================================  
<TABLE>
<CAPTION>
                                
                                 Proposed     Proposed        
                                 Maximum       Maximum        
 Title of      Amount to be      Offering     Aggregate   Amount of
Securities      Registered        Price       Offering   Registration
   to be                        Per Share       Price      on Fee
Registered
<S>  <C>    <C>       <S>         <C>     <C> <C>           <C>
                                                         
1993 Non-Employee Director Stock Option Plan             

Common       40,000 shares     $12.00  (1)       $480,000     $145.45
Stock, $.01                                                   
par value                                                     

1997 Non-Employee Director Stock Option Plan             

Common       20,000 shares        $21.25  (1)    $425,000     $128.79
Stock, $.01 180,000 shares        $23.13  (2)  $4,163,400    $1261.64
par value  
             
1997 Stock Option Plan

Common      1,001,700 shares      $16.625 (1)  $16,653,262  $5,046.44
Stock, $.01 4,998,300 shares      $23.13  (2) $115,610,679 $35,033.54
par value   
                              
1997 Employee Stock Purchase Plan

Common      1,000,000 shares      $23.13  (2)  $23,130,000  $7,009.09
Stock, $.01                                   
par value                                                     
</TABLE>
                                                         
  TOTAL:    7,240,000 shares                               $48,624.95
     
=======================================================================

     (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 $23.13 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 29, 1997, 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.

                               2
<PAGE>
                                
                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     The documents containing the information specified in this
Item 1 will be sent or given to employees, directors or others as
specified by Rule 428(b)(1).  In accordance with the rules and
regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.

Item 2.  Registrant Information and Employee Plan Annual
Information.

     The documents containing the information specified in this
Item 2 will be sent or given to employees as specified by Rule
428(b)(1).  In accordance with the rules and regulations of the
Commission and the instructions to Form S-8, such documents are
not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal
          year ended December 31, 1996;
          
     (b)  The Registrant's Quarterly Report on Form 10-Q for the
          quarter ended March 30, 1997; and

     (c)  The description of the Registrant's Common Stock contained
          in the Registrant's Registration Statement on Form 8-A filed
          under Section 12(g) of the Exchange Act on August 29, 1988.
          
     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 4.    Description of Securities.

     Not applicable.

                                   3

<PAGE>

Item 5.    Interest of Named Experts and Counsel.

     Not applicable.

Item 6.    Indemnification of Directors and Officers.

     Section 67 of the Massachusetts Business Corporation Law
("Section 67") provides that a corporation may indemnify its
directors and officers to the extent specified in or authorized
by (i) the articles of organization, (ii) a by-law adopted by the
stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election
of directors.  In all instances, the extent to which a
corporation provides indemnification to its directors and
officers under Section 67 is optional. The Company's By-laws
provide that each director and officer shall be indemnified by
the Company against liabilities and expenses in connection with
any legal proceeding to which such officer or director may become
a party by reason of being or having been an officer or director,
provided that such officer or director acted in good faith in the
reasonable belief that his or her action was in the best
interests of the Company.  Reference is made to the Company's By-
laws filed as Exhibit 3.02 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1991 (File No. 0-
17126).

     The Company maintains director and officers liability
insurance for the benefit of its directors and officers.

                                   4

<PAGE>

Item 7.    Exemption From Registration Claimed.

     Not applicable.

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 Annual Report on Form 10-
                    K for the fiscal year ended December 31, 1994
                    and incorporated herein by reference (File
                    No. 1-12432)).
       
       4.2         By-laws of the Registrant (previously filed
                    as Exhibit 3.02 to the Registrant's Annual
                    Report on Form 10-K for the fiscal year ended
                    December 31, 1991 and incorporated herein by
                    reference (File No. 0-17126)).
       
       4.3         1993 Non-Employee Director Stock Option Plan.
                    
       4.4         1997 Non-Employee Director Stock Option Plan.
       
       4.5         1997 Stock Option Plan.
                    
       4.6         1997 Employee Stock Purchase Plan.
                    
       5.1         Opinion of Testa, Hurwitz & Thibeault, LLP.
       
       23.1        Consent of KPMG Peat Marwick 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).

Item 9.  Undertakings.

   (a) The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or
           sales are being made, a post-effective amendment to
           this Registration Statement:

               (i) To include any prospectus required by
               Section 10(a)(3) of the Securities Act of 1933;

               (ii)To reflect in the prospectus any facts or
               events arising after the effective date of the
               Registration Statement (or the most recent post-

                                   5
<PAGE>

               effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental
               change in the information set forth in the
               Registration Statement; and

               (iii)   To include any material information with
               respect to the plan of distribution not
               previously disclosed in the Registration
               Statement or any material change to such
               information in the Registration Statement;

                   provided, however, that paragraphs (a)(1)(i)
           and (a)(1)(ii) do not apply if the information
           required to be included in a post-effective amendment
           by those paragraphs is contained in periodic reports
           filed with or furnished to the Commission by the
           Registrant pursuant to Section 13 or Section 15(d) of
           the Securities Exchange Act of 1934 that are
           incorporated by reference in the Registration
           Statement.

              (2)  That, for the purpose of determining any
           liability under the Securities Act of 1933, each such
           post-effective amendment shall be deemed to be a new
           registration statement relating to the securities
           offered therein, and the offering of such securities
           at that time shall be deemed to be the initial bona
           fide offering thereof.

              (3)  To remove from registration by means of a
           post-effective amendment any of the securities being
           registered which remain unsold at the termination of
           the offering.

   (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

   (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                               6
<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 25th day of
July, 1997.
                                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.     President and Chief         July 25, 1997
                               Executive Officer
 Rodger B. Dowdell, Jr.        (Principal Executive
                               Officer)
                               
/s/ Donald M. Muir             Chief Financial Officer     July 25, 1997
                               (Principal Financial and
 Donald M. Muir                Accounting Officer)
                               
/s/ Emanuel E. Landsman        Vice President, Clerk and   July 24, 1997
                               Director                    
 Emanuel E. Landsman           
                               
                               
/s/ Neil E. Rasmussen          Vice President and          July 24, 1997
Neil E. Rasmussen              Director                    
                               
                               
                               
/s/ Ervin F. Lyons             Director                    July 24, 1997
Ervin F. Lyons                                             
                               
                               
/s/ James D. Gerson            Director                    July 21,1997
 James D. Gerson                                           

                                     7
<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 Annual Report on Form 10-
                    K for the fiscal year ended December 31, 1994
                    and incorporated herein by reference (File
                    No. 1-12432)).
       
       4.2         By-laws of the Registrant (previously filed
                    as Exhibit 3.02 to the Registrant's Annual
                    Report on Form 10-K for the fiscal year ended
                    December 31, 1991 and incorporated herein by
                    reference (File No. 0-17126)).
       
       4.3         1993 Non-Employee Director Stock Option Plan.
                    
       4.4         1997 Non-Employee Director Stock Option Plan.
       
       4.5         1997 Stock Option Plan.
                    
       4.6         1997 Employee Stock Purchase Plan.
                    
       5.1         Opinion of Testa, Hurwitz & Thibeault, LLP.
       
       23.1        Consent of KPMG Peat Marwick 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).
     

                                  8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18730}]
{"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": "333-32563", "film-number": "97649367"}, "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 31, 1997.
                                        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 Identification No.)
      Incorporation or Organization)
                                
          132 Fairgrounds Road, West Kingston, RI 02892
       (Address of Principal Executive Offices)(Zip Code)

          1993 Non-Employee Director Stock Option Plan
          1997 Non-Employee Director Stock Option Plan
                     1997 Stock Option Plan
                1997 Employee Stock Purchase 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      Amount to be      Offering     Aggregate   Amount of
Securities      Registered        Price       Offering   Registration
   to be                        Per Share       Price      on Fee
Registered
1993 Non-Employee Director Stock Option Plan             

Common       40,000 shares     $12.00  (1)       $480,000     $145.45
Stock, $.01                                                   
par value                                                     

1997 Non-Employee Director Stock Option Plan             

Common       20,000 shares        $21.25  (1)    $425,000     $128.79
Stock, $.01 180,000 shares        $23.13  (2)  $4,163,400    $1261.64
par value  
             
1997 Stock Option Plan

Common      1,001,700 shares      $16.625 (1)  $16,653,262  $5,046.44
Stock, $.01 4,998,300 shares      $23.13  (2) $115,610,679 $35,033.54
par value   
                              
1997 Employee Stock Purchase Plan

Common      1,000,000 shares      $23.13  (2)  $23,130,000  $7,009.09
Stock, $.01                                   
par value
TOTAL:    7,240,000 shares                               $48,624.95
     
=======================================================================

     (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 $23.13 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 29, 1997, 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.

                               2
PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     The documents containing the information specified in this
Item 1 will be sent or given to employees, directors or others as
specified by Rule 428(b)(1).  In accordance with the rules and
regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.

Item 2.  Registrant Information and Employee Plan Annual
Information.

     The documents containing the information specified in this
Item 2 will be sent or given to employees as specified by Rule
428(b)(1).  In accordance with the rules and regulations of the
Commission and the instructions to Form S-8, such documents are
not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal
          year ended December 31, 1996;
          
     (b)  The Registrant's Quarterly Report on Form 10-Q for the
          quarter ended March 30, 1997; and

     (c)  The description of the Registrant's Common Stock contained
          in the Registrant's Registration Statement on Form 8-A filed
          under Section 12(g) of the Exchange Act on August 29, 1988.
          
     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 4.    Description of Securities.

     Not applicable.

                                   3
Item 5.    Interest of Named Experts and Counsel.

     Not applicable.

Item 6.    Indemnification of Directors and Officers.

     Section 67 of the Massachusetts Business Corporation Law
("Section 67") provides that a corporation may indemnify its
directors and officers to the extent specified in or authorized
by (i) the articles of organization, (ii) a by-law adopted by the
stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election
of directors.  In all instances, the extent to which a
corporation provides indemnification to its directors and
officers under Section 67 is optional. The Company's By-laws
provide that each director and officer shall be indemnified by
the Company against liabilities and expenses in connection with
any legal proceeding to which such officer or director may become
a party by reason of being or having been an officer or director,
provided that such officer or director acted in good faith in the
reasonable belief that his or her action was in the best
interests of the Company.  Reference is made to the Company's By-
laws filed as Exhibit 3.02 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1991 (File No. 0-
17126).

     The Company maintains director and officers liability
insurance for the benefit of its directors and officers.

                                   4
Item 7.    Exemption From Registration Claimed.

     Not applicable.

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 Annual Report on Form 10-
                    K for the fiscal year ended December 31, 1994
                    and incorporated herein by reference (File
                    No. 1-12432)).
       
       4.2         By-laws of the Registrant (previously filed
                    as Exhibit 3.02 to the Registrant's Annual
                    Report on Form 10-K for the fiscal year ended
                    December 31, 1991 and incorporated herein by
                    reference (File No. 0-17126)).
       
       4.3         1993 Non-Employee Director Stock Option Plan.
                    
       4.4         1997 Non-Employee Director Stock Option Plan.
       
       4.5         1997 Stock Option Plan.
                    
       4.6         1997 Employee Stock Purchase Plan.
                    
       5.1         Opinion of Testa, Hurwitz & Thibeault, LLP.
       
       23.1        Consent of KPMG Peat Marwick 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).

Item 9.  Undertakings.

   (a) The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or
           sales are being made, a post-effective amendment to
           this Registration Statement:

               (i) To include any prospectus required by
               Section 10(a)(3) of the Securities Act of 1933;

               (ii)To reflect in the prospectus any facts or
               events arising after the effective date of the
               Registration Statement (or the most recent post-

                                   5
effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental
               change in the information set forth in the
               Registration Statement; and

               (iii)   To include any material information with
               respect to the plan of distribution not
               previously disclosed in the Registration
               Statement or any material change to such
               information in the Registration Statement;

                   provided, however, that paragraphs (a)(1)(i)
           and (a)(1)(ii) do not apply if the information
           required to be included in a post-effective amendment
           by those paragraphs is contained in periodic reports
           filed with or furnished to the Commission by the
           Registrant pursuant to Section 13 or Section 15(d) of
           the Securities Exchange Act of 1934 that are
           incorporated by reference in the Registration
           Statement.

              (2)  That, for the purpose of determining any
           liability under the Securities Act of 1933, each such
           post-effective amendment shall be deemed to be a new
           registration statement relating to the securities
           offered therein, and the offering of such securities
           at that time shall be deemed to be the initial bona
           fide offering thereof.

              (3)  To remove from registration by means of a
           post-effective amendment any of the securities being
           registered which remain unsold at the termination of
           the offering.

   (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

   (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                               6
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 25th day of
July, 1997.
                                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.     President and Chief         July 25, 1997
                               Executive Officer
 Rodger B. Dowdell, Jr.        (Principal Executive
                               Officer)
                               
/s/ Donald M. Muir             Chief Financial Officer     July 25, 1997
                               (Principal Financial and
 Donald M. Muir                Accounting Officer)
                               
/s/ Emanuel E. Landsman        Vice President, Clerk and   July 24, 1997
                               Director                    
 Emanuel E. Landsman           
                               
                               
/s/ Neil E. Rasmussen          Vice President and          July 24, 1997
Neil E. Rasmussen              Director                    
                               
                               
                               
/s/ Ervin F. Lyons             Director                    July 24, 1997
Ervin F. Lyons                                             
                               
                               
/s/ James D. Gerson            Director                    July 21,1997
 James D. Gerson                                           

                                     7
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 Annual Report on Form 10-
                    K for the fiscal year ended December 31, 1994
                    and incorporated herein by reference (File
                    No. 1-12432)).
       
       4.2         By-laws of the Registrant (previously filed
                    as Exhibit 3.02 to the Registrant's Annual
                    Report on Form 10-K for the fiscal year ended
                    December 31, 1991 and incorporated herein by
                    reference (File No. 0-17126)).
       
       4.3         1993 Non-Employee Director Stock Option Plan.
                    
       4.4         1997 Non-Employee Director Stock Option Plan.
       
       4.5         1997 Stock Option Plan.
                    
       4.6         1997 Employee Stock Purchase Plan.
                    
       5.1         Opinion of Testa, Hurwitz & Thibeault, LLP.
       
       23.1        Consent of KPMG Peat Marwick 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).
     

                                  8