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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8 )*
American Power Conversion Corporation
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
029066 10 7
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neil E. Rasmussen
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
5,397,510
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,095,084
WITH 8 SHARED DISPOSITIVE POWER
302,426
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,397,510
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ X ]
See Item 4
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.70%
12 TYPE OF REPORTING PERSON *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a). Name of Issuer: American Power Conversion Corporation.
Item 1(b). Address of Issuer's Principal Executive Offices:
P.O. Box 278, 132 Fairgrounds Road, West Kingston,
Rhode Island 02892.
Item 2(a). Name of Person Filing: Neil E. Rasmussen
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Mr.
Rasmussen is: 755 Middlesex Turnpike, Billerica, MA 01821.
Item 2(c). Citizenship: Mr. Rasmussen is a United States citizen.
Item 2(d). Title of Class of Securities: Common Stock, $.01
par value per share.
Item 2(e). CUSIP Number: 029066-10-7
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered
under Section 15 of the Securities Exchange
Act of 1934 (the "Act").
(b) [ ] Bank as defined in
Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined
in Section 3(a)(19) of the Act.
(d) [ ] Investment Company registered
under Section 8 of the Investment Company Act
of 1940.
(e) [ ] Investment Advisor registered
under Section 203 of the Investment Advisers
Act of 1940.
(f) [ ] Employee Benefit Plan, Pension
Fund which is subject to the provisions of
the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see
Rule 13d-1(b)(1)(ii)(F) of the Act.
(g) [ ] Parent Holding Company, in
accordance with Rule 13d-1(b)(ii)(G) of the
Act.
(h) [ ] Group, in accordance with
Rule 13d-1(b)(1)(ii)(H) of the Act.
Not Applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned: Mr. Rasmussen may be
deemed to own beneficially 5,397,510 shares of
Common Stock as of December 31, 1995, which
includes 302,426 shares currently allocated to him
under the Company's Employee Stock Ownership Plan
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("ESOP"). In addition, Mr. Rasmussen is a co-
trustee of the ESOP, and as such may be deemed to be
the beneficial owner of the 4,468,404 shares
currently held by the ESOP. Mr. Rasmussen
disclaims beneficial ownership to those 4,468,404
shares other than the 302,426 shares allocated to
him.*
(b) Percent of Class: 5.70% (based on the 94,539,927
shares of Common Stock reported to be outstanding
on November 7, 1995 in the Quarterly Report on
Form 10-Q of American Power Conversion Corporation
for the quarter ended September 30, 1996).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
5,397,510 shares
(ii) shared power to vote or to direct the vote:
0 shares
(iii) sole power to dispose or direct the disposition of:
5,094,994 shares
(iv) shared power to dispose or to direct the disposition of:
302,426
* Information as to ESOP numbers contained herein do not
reflect final adjustments or allocations for fiscal year ended
1996.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the
Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable. This statement on Schedule 13G is not
filed pursuant to Rule 13d-1(b).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 12, 1997
/s/ Neil E. Rasmussen
______________________________
Neil E. Rasmussen
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