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                                                                  Exhibit 4(c)


April 22, 1998

                    Company Order and Officers' Certificate
                            Senior Notes, Series B

The Bank of New York, as Trustee
101 Barclay Street
New York, New York 10286

Attn: Corporate Trust Division

Ladies and Gentlemen:

Pursuant to Article Two of the Indenture, dated as of January 1, 1998 (as it may
be amended or supplemented,  the  "Indenture"),  from Appalachian  Power Company
(the  "Company")  to The Bank of New York, as trustee (the  "Trustee"),  and the
Board  Resolutions  dated December 17, 1997 and March 26, 1998,  copies of which
certified by the  Secretary  or an Assistant  Secretary of the Company are being
delivered  herewith  under Section 2.01 of the Indenture,  and unless  otherwise
provided  in a  subsequent  Company  Order  pursuant  to  Section  2.04  of  the
Indenture,

            1. The Company's Senior Notes,  Series B, Due 2038 (the "Notes") are
      hereby established.  The Notes shall be in substantially the form attached
      hereto as Exhibit 1.

            2. The terms and  characteristics  of the Notes  shall be as follows
      (the  numbered  clauses  set forth  below  corresponding  to the  numbered
      subsections  of  Section  2.01 of the  Indenture,  with terms used and not
      defined herein having the meanings specified in the Indenture):

            (i)  the   aggregate   principal   amount  of  Notes  which  may  be
            authenticated  and delivered under the Indenture shall be limited to
            $100,000,000,  except as  contemplated  in  Section  2.01(i)  of the
            Indenture;

            (ii) the date on which the  principal  of the Notes shall be payable
            shall be June 30, 2038;

            (iii) interest shall accrue from the date of  authentication  of the
            Notes;  the Interest  Payment  Dates on which such  interest will be
            payable  shall be March 31, June 30,  September  30 and December 31,
            and the Regular Record Date for the determination of holders to whom
            interest is payable on any such  Interest  Payment Date shall be the
            close of business on the  business day next  preceding  the relevant
            Interest  Payment  Date;  except  that if the  Notes  are no  longer
            represented by a Global Note, as specified in Paragraph 2(vi) below,
            the Regular Record Date will be the March 15, June 15,  September 15
            or December  15, as the case may be, next  preceding  such  Interest
            Payment Date (whether or not a business day); provided that interest
            payable on the Stated  Maturity Date or any Redemption Date shall be
            paid to the Person to whom principal shall be paid;

            (iv) the interest rate at which the Notes shall bear interest  shall
            be 7.30% per annum;

            (v) the Notes shall be redeemable  at the option of the Company,  in
            whole or in part,  at any time on or after April 22, 2003,  upon not
            less than 30 nor more than 60 days' notice, at 100% of the principal
            amount  redeemed  together  with accrued and unpaid  interest to the
            redemption date;

            (vi) (a) the Notes shall be issued in the form of a Global Note; (b)
            the Depositary  for such Global Note shall be The  Depository  Trust
            Company;  and  (c) the  procedures  with  respect  to  transfer  and
            exchange  of Global  Notes shall be as set forth in the form of Note
            attached hereto;

            (vii) the title of the Notes shall be "Senior  Notes,  Series B, Due
            2038";

            (viii) the form of the Notes shall be as set forth in  Paragraph  1,
            above;

            (ix)    not applicable;

            (x)     the Notes shall not be subject to a Periodic
            Offering;

            (xi)    not applicable;

            (xii)   not applicable;

            (xiii)  not applicable;

            (xiv) the Notes shall be issuable  in  denominations  of $25 and any
            integral multiple thereof;

            (xv)    not applicable;

            (xvi) the Notes shall not be issued as Discount Securities;

            (xvii)  not applicable;

            (xviii) not applicable; and

            (xix) not applicable.

            3. You are hereby requested to authenticate  $100,000,000  aggregate
      principal amount of 7.30% Senior Notes, Series B, Due 2038 in such name as
      requested  by The  Depository  Trust  Company  ("DTC")  in the  Letter  of
      Representations  dated April 17, 1998, from the Company and the Trustee to
      DTC in the manner provided by the Indenture.

            4. You are hereby  requested to hold the Notes as custodian  for DTC
      in accordance with the Letter of Representations.

            5. Concurrently with this Company Order, an Opinion of Counsel under
      Sections 2.04 and 13.06 of the Indenture is being delivered to you.

            6. The  undersigned  Armando A. Pena and Thomas G.  Berkemeyer,  the
      Treasurer and Assistant Secretary,  respectively, of the Company do hereby
      certify that:

            (i) we have read the relevant  portions of the Indenture,  including
            without  limitation  the conditions  precedent  provided for therein
            relating  to the  action  proposed  to be  taken by the  Trustee  as
            requested in this Company Order and Officers'  Certificate,  and the
            definitions in the Indenture relating thereto;

            (ii) we have  read the  Board  Resolutions  of the  Company  and the
            Opinion of Counsel referred to above;

            (iii) we have  conferred  with other  officers of the Company,  have
            examined  such  records  of the  Company  and have made  such  other
            investigation   as  we  deemed   relevant   for   purposes  of  this
            certificate;

            (iv) in our opinion,  we have made such examination or investigation
            as is  necessary  to enable us to express an informed  opinion as to
            whether or not such conditions have been complied with; and

            (v) on the basis of the  foregoing,  we are of the opinion  that all
            conditions  precedent  provided for in the Indenture relating to the
            action proposed to be taken by the Trustee as requested  herein have
            been complied with.

Kindly  acknowledge  receipt of this Company  Order and  Officers'  Certificate,
including the documents  listed herein,  and confirm the  arrangements set forth
herein by signing and returning the copy of this document attached hereto.

Very truly yours,

APPALACHIAN POWER COMPANY


By: /s/ A. A. Pena
       Treasurer


And: /s/ Thomas G. Berkemeyer
       Assistant Secretary


Acknowledged by Trustee:


By: /s/ Michael Culhane
      Vice President


                                                                     Exhibit 1


Unless this  certificate  is presented by an  authorized  representative  of The
Depository Trust Company (55 Water Street,  New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
to be issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized  representative  of The Depository  Trust Company and
any payment is made to Cede & Co., ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR
VALUE OR  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  inasmuch as the  registered
owner hereof,  Cede & Co., has an interest herein.  Except as otherwise provided
in Section 2.11 of the Indenture, this Security may be transferred, in whole but
not in  part,  only to  another  nominee  of the  Depository  or to a  successor
Depository or to a nominee of such successor Depository.


No.  R-1                                        4,000,000 Senior Notes
                                                $25 principal amount each

                           APPALACHIAN POWER COMPANY
                    7.30% Senior Notes, Series B, Due 2038


CUSIP: 037735 78 4                  Original Issue Date: April 22, 1998

Stated Maturity Date:  June 30, 2038                     Interest Rate:  7.30%

Principal Amount: $100,000,000

Redeemable:       Yes  X      No ____
In Whole:         Yes  X      No ____
In Part:          Yes  X      No ____

Initial Redemption Date: April 22, 2003

Initial Redemption Price:  100%



      APPALACHIAN POWER COMPANY, a corporation duly organized and existing under
the laws of the  Commonwealth of Virginia  (herein referred to as the "Company",
which term includes any successor  corporation  under the Indenture  hereinafter
referred  to),  for  value  received,  hereby  promises  to pay to CEDE & CO. or
registered assigns,  the Principal Amount specified above on the Stated Maturity
Date  specified  above,  and to pay interest on said  Principal  Amount from the
Original Issue Date  specified  above or from the most recent  interest  payment
date (each such date,  an "Interest  Payment  Date") to which  interest has been
paid or duly provided for,  quarterly in arrears on March 31, June 30, September
30 and December 31 in each year,  commencing (except as provided below) with the
Interest  Payment Date next succeeding the Original Issue Date specified  above,
at the Interest Rate per annum specified above, until the Principal Amount shall
have been paid or duly provided for.  Interest shall be computed on the basis of
a 360-day year of twelve 30-day months.

      The interest so payable,  and punctually paid or duly provided for, on any
Interest  Payment Date, as provided in the Indenture,  as  hereinafter  defined,
shall be paid to the Person in whose name this Note (or one or more  Predecessor
Securities)  shall have been  registered at the close of business on the Regular
Record Date with respect to such Interest Payment Date, which shall be the close
of business on the Business Day next preceding  such Interest  Payment Date. Any
such interest not so punctually  paid or duly provided for shall forthwith cease
to be  payable to the Holder on such  Regular  Record  Date and shall be paid as
provided in said Indenture.

      If any Interest  Payment Date, any Redemption  Date or the Stated Maturity
Date is not a Business Day, then payment of the amounts due on this Note on such
date will be made on the next  succeeding  Business  Day, and no interest  shall
accrue on such amounts for the period from and after such Interest Payment Date,
Redemption  Date or Stated  Maturity  Date,  as the case may be, except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately  preceding  Business Day, with the same force and effect
as if made on such date. The principal of (and premium, if any) and the interest
on this Note shall be payable at the office or agency of the Company  maintained
for that purpose in the Borough of Manhattan, the City of New York, New York, in
any coin or  currency  of the  United  States  of  America  which at the time of
payment is legal  tender for  payment of public  and  private  debts;  provided,
however,  that payment of interest  (other than  interest  payable on the Stated
Maturity Date or any  Redemption  Date) may be made at the option of the Company
by check mailed to the registered  holder at such address as shall appear in the
Note Register.

      This  Note is one of a duly  authorized  series  of Notes  of the  Company
(herein sometimes referred to as the "Notes"),  specified in the Indenture,  all
issued or to be issued in one or more series  under and pursuant to an Indenture
dated as of January 1, 1998 duly executed and delivered  between the Company and
The Bank of New York,  a New York  banking  corporation  organized  and existing
under the laws of the State of New York, as Trustee  (herein  referred to as the
"Trustee")  (such  Indenture,  as  originally  executed  and  delivered  and  as
thereafter  supplemented  and  amended  being  hereinafter  referred  to as  the
"Indenture"),  to which  Indenture and all  indentures  supplemental  thereto or
Company  Orders  reference  is  hereby  made for a  description  of the  rights,
limitations  of rights,  obligations,  duties and  immunities  thereunder of the
Trustee,  the  Company  and  the  holders  of the  Notes.  By the  terms  of the
Indenture, the Notes are issuable in series which may vary as to amount, date of
maturity,  rate of interest and in other respects as in the Indenture  provided.
This Note is one of the series of Notes designated on the face hereof.

      Subject to the terms of Article Three of the Indenture,  the Company shall
have the right to redeem this Note at its option, without premium or penalty, in
whole or, in part, at any time on or after April 22, 2003, at a redemption price
equal to 100% of the  principal  amount  thereof  plus any  accrued  but  unpaid
interest to the date of such redemption.

      This Note shall be  redeemable  to the extent set forth  herein and in the
Indenture  upon not less than  thirty,  but not more than sixty,  days  previous
notice by mail to the registered owner.

      The Company  shall not be required to (i) issue,  exchange or register the
transfer of any Notes  during a period  beginning  at the opening of business 15
days  before the day of the mailing of a notice of  redemption  of less than all
the outstanding  Notes of the same series and ending at the close of business on
the day of such  mailing,  nor (ii)  register the transfer of or exchange of any
Notes of any series or portions thereof called for redemption.  This Global Note
is  exchangeable  for Notes in  definitive  registered  form only under  certain
limited circumstances set forth in the Indenture.

      In the event of  redemption of this Note in part only, a new Note or Notes
of this series, of like tenor, for the unredeemed  portion hereof will be issued
in the name of the Holder hereof upon the surrender of this Note.

      In case an Event of  Default,  as  defined  in the  Indenture,  shall have
occurred and be  continuing,  the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.

      The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Note upon compliance by the Company with certain conditions
set forth therein.

      The Indenture contains provisions  permitting the Company and the Trustee,
with the  consent  of the  Holders  of not less  than a  majority  in  aggregate
principal  amount of the Notes of each series affected at the time  outstanding,
as defined in the Indenture,  to execute supplemental indentures for the purpose
of adding any provisions to or changing in any manner or eliminating  any of the
provisions of the Indenture or of any supplemental  indenture or of modifying in
any manner the rights of the Holders of the Notes;  provided,  however,  that no
such supplemental  indenture shall (i) extend the fixed maturity of any Notes of
any series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon,  or reduce any premium payable upon the
redemption thereof, or reduce the amount of the principal of a Discount Security
that would be due and payable upon a declaration of acceleration of the maturity
thereof  pursuant  to the  Indenture,  without the consent of the holder of each
Note then  outstanding  and affected;  (ii) reduce the  aforesaid  percentage of
Notes,  the holders of which are  required  to consent to any such  supplemental
indenture,  or reduce the percentage of Notes, the holders of which are required
to waive any default and its consequences,  without the consent of the holder of
each Note then outstanding and affected  thereby;  or (iii) modify any provision
of Section  6.01(c) of the  Indenture  (except to  increase  the  percentage  of
principal amount of securities  required to rescind and annul any declaration of
amounts due and payable  under the Notes),  without the consent of the holder of
each Note then  outstanding  and affected  thereby.  The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Notes of all series at the time outstanding  affected thereby,  on behalf of
the  Holders  of the  Notes of such  series,  to waive any past  default  in the
performance of any of the covenants  contained in the Indenture,  or established
pursuant to the  Indenture  with respect to such series,  and its  consequences,
except a default in the  payment of the  principal  of or  premium,  if any,  or
interest on any of the Notes of such  series.  Any such consent or waiver by the
registered  Holder of this Note  (unless  revoked as provided in the  Indenture)
shall be conclusive and binding upon such Holder and upon all future Holders and
owners  of this  Note and of any Note  issued in  exchange  herefor  or in place
hereof  (whether by  registration  of transfer or  otherwise),  irrespective  of
whether or not any notation of such consent or waiver is made upon this Note.

      No reference  herein to the  Indenture and no provision of this Note or of
the  Indenture  shall alter or impair the  obligation  of the Company,  which is
absolute and  unconditional,  to pay the  principal of and premium,  if any, and
interest  on this  Note at the time and  place  and at the rate and in the money
herein prescribed.

      As provided in the  Indenture and subject to certain  limitations  therein
set forth, this Note is transferable by the registered holder hereof on the Note
Register  of the  Company,  upon  surrender  of this  Note for  registration  of
transfer  at the  office or agency of the  Company as may be  designated  by the
Company  accompanied by a written  instrument or instruments of transfer in form
satisfactory  to the Company or the  Trustee  duly  executed  by the  registered
Holder hereof or his or her attorney duly  authorized in writing,  and thereupon
one or more new Notes of  authorized  denominations  and for the same  aggregate
principal  amount  and series  will be issued to the  designated  transferee  or
transferees.  No  service  charge  will be made for any such  transfer,  but the
Company  may  require  payment  of a sum  sufficient  to cover  any tax or other
governmental charge payable in relation thereto.

      Prior to due  presentment  for  registration of transfer of this Note, the
Company, the Trustee, any paying agent and any Note Registrar may deem and treat
the registered  Holder hereof as the absolute owner hereof  (whether or not this
Note shall be overdue and  notwithstanding  any notice of  ownership  or writing
hereon  made by  anyone  other  than  the Note  Registrar)  for the  purpose  of
receiving payment of or on account of the principal hereof and premium,  if any,
and interest due hereon and for all other purposes,  and neither the Company nor
the Trustee nor any paying agent nor any Note Registrar shall be affected by any
notice to the contrary.

      No  recourse  shall  be had for the  payment  of the  principal  of or the
interest on this Note,  or for any claim based  hereon,  or otherwise in respect
hereof,  or based on or in respect of the Indenture,  against any  incorporator,
stockholder,  officer or  director,  past,  present or future,  as such,  of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise,  all such liability being, by the acceptance hereof and as
part  of the  consideration  for  the  issuance  hereof,  expressly  waived  and
released.

      The Notes of this series are  issuable  only in  registered  form  without
coupons in denominations of $25 and any integral multiple  thereof.  As provided
in the  Indenture and subject to certain  limitations,  Notes of this series are
exchangeable for a like aggregate  principal amount of Notes of this series of a
different authorized  denomination,  as requested by the Holder surrendering the
same.

      All terms used in this Note which are defined in the Indenture  shall have
the meanings assigned to them in the Indenture.

      This Note  shall  not be  entitled  to any  benefit  under  the  Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of  Authentication  hereon shall have been signed by or on behalf of
the Trustee.

      IN WITNESS WHEREOF, the Company has caused this Instrument to be executed.

                            APPALACHIAN POWER COMPANY

                           By:_______________________
                                    Treasurer
Attest:

By:___________________________
        Assistant Secretary


                         CERTIFICATE OF AUTHENTICATION

      This is one of the Notes of the series of Notes  designated  in accordance
with, and referred to in, the within-mentioned Indenture.

Dated:  April 22, 1998

THE BANK OF NEW YORK, as Trustee


By:___________________________
   Authorized Signatory


      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE)

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(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
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ASSIGNEE) the within Note and all rights thereunder, hereby
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irrevocably constituting and appointing such person attorney to
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transfer such Note on the books of the Issuer, with full
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power of substitution in the premises.


Dated:________________________                  _________________________


NOTICE:     The signature to this assignment must correspond with the
            name as written upon the face of the within Note in every
            particular, without alteration or enlargement or any
            change whatever and NOTICE:  Signature(s) must be
            guaranteed by a financial institution that is a member of
            the Securities Transfer Agents Medallion Program
            ("STAMP"), the Stock Exchange Medallion Program ("SEMP")
            or the New York Stock Exchange, Inc. Medallion Signature
            Program ("MSP").