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

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1. Name and Address of Reporting Person^*

Johnson David R

(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)
06/08/2006

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)
	Vice President, The Americas

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	65,021.471	D⁽¹⁾
Common Stock	1,320.707	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⁾	06/19/2013	Common Stock	16,000	$16.4	D

Explanation of Responses:

1. A portion of 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 RSU awards occurred on October 25, 2004 (20,000 RSU's, of which 5,000 have vested), September 19, 2005 (19,000 RSU's) and June 7, 2006 (25,000 RSU's). 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 June 12, 2006.

3. The option is currently exercisable as to 10,000 shares. 2000 shares will vest on each of June19, 2006, December 19, 2006 and June 19, 2007.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ David R. Johnson	06/15/2006
	** 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).
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