AMERICAN POWER CONVERSION CORPORATION
                          P.O. Box 278
                      132 Fairgrounds Road
               West Kingston, Rhode Island  02892
                                
                         March 26, 1997
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                   PROXY STATEMENT SUPPLEMENT
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    This  Proxy  Statement  Supplement  is  being  furnished   to
holders  of  common  stock, par value  $.01  per  share  ("Common
Stock"),   of   American   Power   Conversion   Corporation,    a
Massachusetts corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the  Company
for  use at the annual meeting of the Company's shareholders (the
"Meeting") to be held at 10:00 a.m., on April 21, 1997, or at any
adjournments or postponements thereof.  The Meeting will be  held
in the Plantations Ballroom of the Radisson Airport Hotel located
at  2081  Post  Road, Warwick, Rhode Island  02886.   This  Proxy
Statement  Supplement, which corrects certain minor typographical
errors  contained  in the Company's Notice of Annual  Meeting  of
Shareholders  (the  "Notice") and in the  Proxy  Statement  dated
March  21,  1997 relating to the Meeting (the "Proxy Statement"),
is  first being mailed to the Company's shareholders on or  about
March 26, 1997.
    
    One  of  the purposes of the Meeting is to consider and  vote
upon a certain shareholder proposal.  In item 6 of the Notice and
on  the first page (in the middle of the third full paragraph) of
the   Proxy   Statement,  the  Notice  and  the  Proxy  Statement
incorrectly indicate that the shareholder proposal is  set  forth
on  pages  29 to 30 of the Proxy Statement and that the Company's
statement in opposition to such proposal is located on  pages  30
to  31  of the Proxy Statement.  Please note that the shareholder
proposal is set forth on page 21 of the Proxy Statement  and  the
Company's  statement in opposition to such proposal is set  forth
on  pages  21  and  22  of  the  Proxy  Statement.   For  further
information  relating  to  the  shareholder  proposal   and   the
Company's  statement in opposition to such proposal,  please  see
the Proxy Statement.