SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Johnson Robert Joseph

(Last)

(First)

(Middle)

C/O AMERICAN POWER CONVERSION CORP.

132 FAIRGROUNDS ROAD

(Street)

WEST KINGSTON

02892

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2006

3. Issuer Name and Ticker or Trading Symbol
AMERICAN POWER CONVERSION CORPORATION [ APCC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & C.E.O.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	75,901	D⁽¹⁾
Common Stock	717.517	I	Footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽³⁾	12/01/2009	Common Stock	10,000	$24.75	D
Stock Option (right to buy)	⁽⁴⁾	10/29/2012	Common Stock	16,875	$11	D

Explanation of Responses:

1. The securities reported are in the form of restricted stock units (RSUs) issued pursuant to the American Power Conversion Corporation 2004 Long-Term Incentive Plan that entitles the reporting person to receive one (1) share of common stock per RSU. The restricted stock units will vest, and the underlying common stock issue, ratably over four years. The grant dates of the outstanding RSU awards occurred on October 25, 2004, September 19, 2005 and June 7, 2006. Of the total amount outstanding RSU's, 29,750 shares have vested. The shares of each grant vest annually on June 30th of each year, beginning the next calendar year after the grant, over a 4 year period.

2. Reflects shares held by Mr. Johnson under the Company's 401(K) plan as of August 17, 2006.

3. The option is currently exercisable as to all 10,000 shares.

4. 16,875 shares will vest on October 29, 2006.

Remarks:

Exhibit List ----------------- Exhibit 24 - Power of Attorney

	/s/ Robert J. Johnson	08/22/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.