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U.S. Securities and Exchange Commission

SECURITIES AND EXCHANGE COMMISSION

Issuer Delisting; Notice of Application of American Power Conversion Corporation to Withdraw its Common Stock, $.01 par value, from Listing and Registration on the Pacific Exchange, Inc.
File No. 1-12432

July 1, 2005

On June 16, 2005, American Power Conversion Corporation, a Massachusetts corporation, ("Issuer"), filed an application with the Securities and Exchange Commission ("Commission"), pursuant to Section 12(d) of the Securities Exchange Act of 1934 ("Act")1 and Rule 12d2-2(d) thereunder,2 to withdraw its common stock, $.01 par value ("Security"), from listing and registration on the Pacific Exchange, Inc. ("PCX").

On June 9, 2005, the Board of Directors ("Board") of the Issuer approved a resolution to withdraw the Security from listing and registration on PCX. In making the decision to withdraw the Security from PCX, the Board considered the following: (i) the Issuer maintains the principal listing for the Security on the Nasdaq National Market System ("Nasdaq"); and (ii) the maintenance of multiple listings requires incremental time, effort, and expense in ensuring compliance with the rules and disclosure requirements of both Nasdaq and PCX.

The Issuer stated in its application that it has complied with PCX rules by providing PCX the required documents governing the withdrawal of securities from listing and registration on PCX.

The Issuer's application relates solely to withdrawal of the Security from listing on PCX and from registration under Section 12(b) of the Act,3 and shall not affect its obligation to be registered under Section 12(g) of the Act.4

Any interested person may, on or before July 27, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of PCX, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic comments:

  • Use the Commission's Internet comment form (http://www.sec.gov/rules/delist.shtml); or
     
  • Send an e-mail to rule-comments@sec.gov. Please include the File Number 1-12432 or;
     

Paper comments:

  • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-9303.
     

All submissions should refer to File Number 1-12432. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.5

Jonathan G. Katz
Secretary


Endnotes


http://www.sec.gov/rules/delist/1-12432-o.htm


Modified: 07/06/2005