8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 27, 2006

AMERICAN POWER CONVERSION CORPORATION

(Exact name of registrant as specified in charter)

Massachusetts	1-12432	04-2722013
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

132 Fairgrounds Road, West Kingston, Rhode Island 02892

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 401-789-5735

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.05. Costs Associated with Exit or Disposal Activities.

(a)   On June 27, 2006, American Power Conversion Corporation (the “Company”) issued a press release, attached as Exhibit 99.1 to this Form 8-K, relating to the streamlining of its Ireland operations.

(b)   On June 27, 2006 management of the Company announced a plan to consolidate its Irish manufacturing operations in its Castlebar, Ireland facility and to redeploy certain customer-facing positions located in Ireland to other locations in the Europe, Middle East and Africa (EMEA) region which are in closer proximity to the customers of the Company. APC will begin discussions with its workforce in Ireland with the objective of reducing approximately 200 to 250 positions within Ireland, primarily in the manufacturing, operations and customer support areas. The estimated range of costs in connection with this plan is approximately $4.0 million to $5.0 million, consisting primarily of one-time employee severance costs, which will be recognized in the third quarter 2006. It is currently anticipated that the plan will be completed in the first quarter of 2007 and that all of the expected costs will result in future cash expenditures.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated June 27, 2006, issued by American Power Conversion Corporation.

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMERICAN POWER CONVERSION CORPORATION
Dated: June 27, 2006	By:	/s/ Richard J. Thompson
		Richard J. Thompson,
		Senior Vice President, Finance & CFO

-3-

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated June 27, 2006, issued by American Power Conversion Corporation.

-4-

EX-99.1

EXHIBIT 99.1

For Immediate Release

American Power Conversion Streamlines Operations in Ireland

WEST KINGSTON, R.I., -- June 27, 2006 -- American Power Conversion (Nasdaq: APCC) (APC) today announced initiatives to reduce costs, improve efficiencies and locate operations closer to the customer by streamlining its operations in Ireland.

APC’s plans call for the consolidation of Irish manufacturing operations in its Castlebar, Ireland facility and the redeployment of certain customer-facing positions to locations in the Europe, Middle East and Africa region in closer proximity to customers. The company currently intends to retain select sales, information technology, research and development and business support functions in its existing Galway, Ireland facility. APC will begin discussions with its workforce in Ireland with the objective of reducing approximately 200 to 250 positions within Ireland, primarily in the manufacturing, operations and customer support areas.

“In an effort to improve our competitiveness as well as become increasingly customer-centric, APC has been actively working to reduce operational costs and improve company productivity through the transition of production to lower cost areas as well as the deployment of customer-facing activities closer to the customer,” explained Rodger B. Dowdell, Jr., APC president and chief executive officer. “The redeployment and the reduction of certain positions in Ireland is the direct result of this strategy, and while this was a very difficult decision to make, it better positions APC both financially and competitively. We will continue to work to better align manufacturing capacity with demand and optimize resource location to maximize customer satisfaction globally.”

The estimated range of costs in connection with this plan is approximately $4.0 million to $5.0 million, consisting primarily of one-time employee severance costs, which will be recognized in the third quarter 2006. The company anticipates completing the plan in the first quarter of 2007 and that all of the expected costs will result in future cash expenditures.

Safe Harbor Provision

This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. All statements in this press release that do not describe historical facts, such as statements concerning the Company’s future plans or prospects are forward-looking statements. All forward-looking statements are not guarantees and are subject to risks and uncertainties that could cause actual results to differ from those projected. The factors that could cause actual results to differ materially include the following: the Company’s ability to improve the execution of its operations processes and eliminate operational waste and excess expense; ramp up, expansion, transfer and rationalization of global manufacturing capacity, including successfully consolidating its Irish manufacturing operations in Castlebar, Ireland and redeploying certain customer-facing positions within the Europe, Middle East and Africa region; the Company’s ability to effectively align operating expenses and production capacity with the current demand environment; and the risks described from time to time in the Company’s filings with the Securities and Exchange Commission.

About American Power Conversion

Founded in 1981, American Power Conversion (Nasdaq: APCC) (APC) is a leading provider of global, end-to-end solutions for real-time infrastructure. APC’s comprehensive products and services for home and corporate environments improve the availability, manageability and performance of sensitive electronic, network, communication and industrial equipment of all sizes. APC offers a wide variety of products for network-critical physical infrastructure including InfraStruXureâ, its revolutionary architecture for on-demand data centers, as well as physical threat management products through the company’s NetBotzâ division. These products and services help companies increase the availability and reliability of their IT systems. Headquartered in West Kingston, Rhode Island, APC reported sales of $2.0 billion for the year ended December 31, 2005, and is a Fortune 1000, Nasdaq 100 and S&P 500 Company. All trademarks are the property of their owners.

# # #

For more information contact:

Debbie Hancock, APC investor relations director, 401-789-5735, ext. 2994,

debbie.hancock@apcc.com