EXHIBIT 3(b)

                                     BYLAWS

                                       OF

                             KENTUCKY POWER COMPANY

                            (a Kentucky Corporation)

                           (As Amended June 15, 2000)


                                    SECTION 1

                                 Annual Meeting

      The annual meeting of the stockholders of the Company shall be held at its
office in the City of Ashland,  County of Boyd,  and State of  Kentucky,  on the
second Monday in May in each year at such hour, stated in the notice of meeting,
as the Directors may determine.

                                   SECTION II

                                Special Meetings

      Special meetings of the stockholders may be held upon call of the Board of
Directors  at such time and at such place within the State of Kentucky as may be
stated in the call and notice.

                                   SECTION III

                               Notice of Meetings

      Notice of the time and place of every  meeting  of  stockholders  shall be
mailed  at least  ten days  previous  thereto,  to each  stockholder  of  record
entitled  to vote  thereat  who shall have  furnished  a written  address to the
Secretary of the Company for the purpose.  Such further notice shall be given as
may be  required  by law.  But  meetings  may be  held  without  notice,  if all
stockholders  entitled to vote are present,  or if notice is waived by those not
present.

                                   SECTION IV

                                     Quorum

      The  holders  of a  majority  of the  shares of the  capital  stock of the
Company issued and outstanding  entitled to vote, present in person or by proxy,
shall  constitute a quorum at all meetings of the  stockholders;  if there be no
such quorum,  the holders of a majority of such stock so present or  represented
may adjourn the meeting from time to time.


                                    SECTION V

                        Conduct of Stockholders' Meetings

      Meetings of the stockholders shall be presided over by the Chairman of the
Board, or, if he is not present, by the President, or, if neither is present, by
a Vice President,  or, if none of such officers if present,  by a Chairman to be
elected at the meeting.  The  Secretary of the Company shall act as Secretary of
such meetings, if present. (As amended 2/1/80)

                                   SECTION VI

                               Board of Directors

      The Board of Directors  shall consist of such number,  not less than three
nor more than fifteen members,  as shall be fixed from time to time by the Board
of  Directors or by the  shareholders  at the annual or a special  meeting.  The
directors need not be stockholders. A majority of the directors shall constitute
a quorum for the transaction of business. (As amended 6/15/00)

      A Director may be a resident and citizen of any State.  (As amended
6/24/82)

                                   SECTION VII

                                    Vacancies

      Whenever  any  vacancy  shall  have  occurred  in  the  board,  by  death,
resignation,  or otherwise,  it shall be filled by the Board at any meeting, and
the person so chosen  shall hold office for the  unexpired  term of the Director
whom he succeeds.

                                  SECTION VIII

                              Meetings of the Board

      Regular  meetings of the Board of Directors shall be held at such time and
at such places as may from time to time be fixed by resolution of the Board, and
special  meetings  may be held at any time and at any place upon the call of the
Chairman of the Board, by oral,  telegraphic or written notice duly served on or
sent or mailed to each Director,  not less than two days before such meeting.  A
meeting of the Board may be held  without  notice  immediately  after the annual
meeting  of  stockholders,  at the same place at which  such  meeting  was held.
Notice need not be given of regular meetings of the Board held at times fixed by
resolution of the Board. Meetings may be held at any time without notice, if all
the Directors are present or if those not present waive notice of the meeting in
writing. (As amended 2/1/80)

                                   SECTION IX

                                    Officers

      The Board of Directors, as soon as may be convenient after the election of
directors in each year, shall elect from among

their  number a Chairman of the Board and shall also elect a  President,  one or
more Vice Presidents,  a Secretary and a Treasurer and shall, from time to time,
elect  such  other  officers  as they may deem  proper.  The same  person may be
elected to more than one office. (As amended 12/19/90)

                                    SECTION X

                                 Term of Office

      The term of  office  of all  officers  shall  be one  year or until  their
respective successors are elected, but any officer may be removed from office at
any time by the Board of Directors.

                                   SECTION XI

                                Powers and Duties

      The officers of the Company shall have such powers and duties as generally
pertain to their  offices,  respectively,  as well as such  powers and duties as
from time to time shall be conferred by the Board of Directors.

                                   SECTION XII

                                 Indemnification

      (1)  Definitions.  In this Section XII:

            (a)   "expenses" includes, without limitation, counsel fees;

            (b)   "employee" shall include,  without  limitation,  any employee,
                  including any professionally licensed employee of the Company.
                  Such  term  shall  also  include,   without  limitation,   any
                  employee, including any professionally licensed employee, of a
                  subsidiary or affiliate of the Company who is acting on behalf
                  of the Company;

            (c)   "liability"   means  the   obligation   to  pay  a   judgment,
                  settlement,  penalty,  fine, including any excise tax assessed
                  with  respect  to an  employee  benefit  plan,  or  reasonable
                  expenses incurred with respect to a proceeding;

            (d)   "official capacity" means, (i) when used with respect to a
                  Director, the office of Director in the Company; or (ii)
                  when used with respect to an individual other than a
                  Director, the elective or appointive office in the Company
                  held by the officer or the employment of agency
                  relationship undertaken by the employee or agent on behalf
                  of the Company.  "Official capacity" does not include
                  service, at the request of the Company or otherwise, for
                  any other foreign or domestic corporation or any
                  partnership, joint venture, trust, employee benefit plan,
                  or other enterprise whether for profit or not;

            (e)   "party" includes a person who was, is, or is threatened to
                  be made a named defendant or respondent in a proceeding;

            (f)   "proceeding"  means  any  threatened,  pending,  or  completed
                  action,   suit,  or  proceeding,   whether  civil,   criminal,
                  administrative   or   investigative   and  whether  formal  or
                  informal, including all appeals.

      (2) Indemnification.  The Company shall indemnify any person who was or is
made a party to a proceeding  because such person is or was a Director,  officer
or employee of the Company, or any subsidiary or affiliate of the Company, or is
or was serving at the request of the  Company as a director,  trustee,  partner,
officer,   employee  or  agent  of  another  foreign  or  domestic  corporation,
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
whether  for  profit  or not,  against  liability  incurred  by such  person  in
connection with the proceeding and against all reasonable  expenses  incurred in
successfully asserting a claim for indemnification  pursuant to this Section XII
if (i) such person  conducted  himself or herself in good  faith;  and (ii) such
person  reasonably  believed,  in the  case of  conduct  in his or her  official
capacity with the Company,  that his or her conduct was in the best interests of
the  Company,  and in all other  cases that his or her  conduct was at least not
opposed to its best interests; and (iii) in the case of any criminal proceeding,
such person had no reasonable  cause to believe his or her conduct was unlawful.
Indemnification  required under this Section XII in connection with a proceeding
by or in the right of the Company is limited to reasonable  expenses incurred in
connection with the proceeding. A person is considered to be serving an employee
benefit plan at the  Company's  request if such  person's  duties to the Company
also impose duties on, or otherwise involve services by, such person to the plan
or to  participants  in or  beneficiaries  of the plan. A person's  conduct with
respect  to an  employee  benefit  plan for a  purpose  such  person  reasonably
believed to be in the interests of the participants in and  beneficiaries of the
plan is  conduct  that  satisfies  the  requirement  of this  Section  XII.  The
termination of any proceeding by judgment,  order,  settlement,  conviction,  or
upon  a  plea  of  nolo   contendere  or  its  equivalent  is  not,  of  itself,
determinative  that the director,  officer or employee did not meet the standard
of conduct set forth in this subsection (2).

      (3) Limitations upon  Indemnification.  Notwithstanding  the provisions of
subsection  (2) of  this  Section  XII,  no  indemnification  shall  be  made in
connection  with:  (a) any proceeding by or in the right of the Company in which
the person seeking  indemnification  was adjudged liable to the Company;  or (b)
any  proceeding  charging  any person with  improper  benefit to him or herself,
whether or not involving  action in such person's  official  capacity,  in which
such  person was  adjudged to be liable on the basis that  personal  benefit was
improperly received by such person.

      (4)  Determination and  Authorization of  Indemnification.  In any case in
which a Director,  officer or employee of the Company requests  indemnification,
upon such person's request,  the Board of Directors shall meet within sixty (60)
days thereof to determine whether such person is eligible for indemnification in
accordance with the applicable  standards of conduct set forth in subsection (2)
of this  Section  XII or to cause  such a  determination  to be made in a manner
provided  for in  this  subsection  (4).  Such  determination  shall  be made as
follows:

            (a)   By the Board of Directors by a majority vote of a
                  quorum consisting of Directors not at the time parties
                  to the proceeding;

            (b)   If a quorum  cannot be obtained  under  paragraph  (a) of this
                  subsection  (4), by majority vote of a committee of the Board,
                  duly designated to act in the matter by a majority vote of the
                  full Board of Directors  (in which  designation  Directors who
                  are parties to the  proceeding  may  participate),  consisting
                  solely of two or more Directors not at the time parties to the
                  proceeding;

            (c)   By special legal counsel:

                  (i)   Selected by the Board of Directors or its
                        committee in the manner prescribed in paragraphs
                        (a) or (b) of this subsection (4); or

                  (ii)  If a quorum of the Board of Directors cannot be obtained
                        under  paragraph  (a)  of  this  subsection  (4)  and  a
                        committee  cannot be designated  under  paragraph (b) of
                        this  subsection  (4),  selected by majority vote of the
                        full Board of Directors,  in which  selection  Directors
                        who are parties to the proceeding may participate; or

            (d)   By the  stockholders,  but shares  owned by or voted under the
                  control of  Directors,  officers or  employees  who are at the
                  time  parties  to  the  proceeding  may  not be  voted  on the
                  determination; or

            (e)   By the Chairman of the Board if the person seeking
                  indemnification is not a Director or officer of the
                  Company.

Authorization of indemnification and evaluation as to reasonableness of expenses
shall be made in the same manner as the determination  that  indemnification  is
permissible,   except  that  if  the  determination   that   indemnification  is
permissible is made by special legal counsel,  authorization of  indemnification
and evaluation as to  reasonableness of expenses shall be made by those entitled
under paragraph (c) of this subsection (4) to select counsel.

      (5) Advancement of Expenses.  To the fullest extent  permitted by law, the
Company shall promptly  advance  expenses as they are incurred by any person who
is a party to any proceeding, by reason of the fact that such person is or was a
Director,  officer of employee of the Company or of any  subsidiary or affiliate
of the  Company,  or is or  was  serving  at the  request  of the  Company  as a
director,  trustee,  partner,  officer,  employee or agent of another foreign or
domestic corporation,  partnership,  joint venture, trust, employee benefit plan
or other enterprise,  whether for profit or not, upon request of such person and
receipt  of an  undertaking  by or on  behalf of such  person  to repay  amounts
advanced to the extent that it is ultimately determined that such person was not
eligible for  indemnification  in  accordance  with the  standards  set forth in
subsection (2) of this Section XII.

      (6)  Contract  Rights;  Non-exclusivity  of  Indemnification;  Contractual
Indemnification. The foregoing provisions of this Section XII shall be deemed to
be a contract between the Company and each Director,  officer or employee of the
Company,  or its  subsidiaries or affiliates,  and any modification or repeal of
this Section XII or any  provisions  of the Kentucky  Business  Corporation  Act
shall not diminish any rights or obligations existing prior to such modification
or repeal with respect to any  proceeding  theretofore  or  thereafter  brought;
provided,  however,  that the right of indemnification  provided in this Section
XII shall not be deemed  exclusive  of any other  rights to which any  Director,
officer or employee of the Company may now be or hereafter become entitled apart
from this Section XII, under any applicable law including the Kentucky  Business
Corporation  Act.  Irrespective of the provisions of this Section XII, the Board
of Directors may, at any time or from time to time,  approve  indemnification of
Directors,  officers,  employees  or agents of the  Company  to the full  extent
permitted  by the  Kentucky  Business  Corporation  Act at the  time in  effect,
whether on account of past or future  actions or  transactions.  Notwithstanding
the foregoing,  the Company shall enter into such additional contracts providing
for  indemnification  and  advancement of expenses with  Directors,  officers or
employees  of the  Company or its  subsidiaries  or  affiliates  as the Board of
Directors shall authorize, provided that the terms of any such contract shall be
consistent with the provisions of the Kentucky Business Corporation Act.

      (7) Miscellaneous Provisions. The indemnification provided by this Section
XII shall be limited with respect to Directors, officers and controlling persons
to the extent  provided in any  undertaking  entered  into by the Company or its
subsidiaries  or  affiliates,   as  required  by  the  Securities  and  Exchange
Commission  pursuant to any rule or  regulation of the  Securities  and Exchange
Commission now or hereafter in effect.

      If the Company  indemnifies or advances expenses to a Director pursuant to
this  Section  XII in  connection  with a  proceeding  by or in the right of the
Company,  then the  Company  shall  report  the  indemnification  or  advance as
required by the Kentucky Business Corporation Act.

      The Company may purchase  and  maintain  insurance on behalf of any person
described  in this  Section  XII  against  any  liability  which may be asserted
against such person whether or not the Company would have the power to indemnify
such person against such liability under the provisions of this Section XII.

      Every  reference in this Section XII to  Directors,  officers or employees
shall include, unless the context requires otherwise, former Directors, officers
and employees and their respective heirs, executors and administrators.

      If any  provision of this Section XII shall be found invalid or limited in
application by reason of any law, regulation or proceeding,  it shall not affect
any other provision or the validity of the remaining provisions hereof.

      The provisions of this Section XII shall be applicable to claims, actions,
suits or  proceedings  made,  commenced or pending  after the  adoption  hereof,
whether  arising  from acts or omissions  to act  occurring  before or after the
adoption hereof. (As amended 4/21/87)

                                  SECTION XIII

                                 Shares of Stock

      The stock of the Company shall be  transferable  or assignable only on the
books of the Company by the holders, in person or by attorney,  on the surrender
of the certificate  therefor.  The Boards of Directors may appoint such Transfer
Agents and Registrars of stock as to them may seem expedient.



                                   SECTION XIV

                            Closing of Transfer Books

      The transfer  books of the Company may, in the  discretion of the Board of
Directors,  be closed for such length of time  before the annual  meeting of the
stockholders and in other cases,  including the payment of any dividend,  as may
be determined by the Board from time to time.

                                   SECTION XV

                              Amendment of By-Laws

      These By-Laws may be amended or added to at any meeting of the  Directors,
by  affirmative  vote of a  majority  of all the  Directors,  if  notice  of the
proposed  change has been  delivered or mailed to the Directors five days before
the meeting,  or if all the Directors are present,  or if all not present assent
in writing to such change.