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.
