<PAGE>                                                Exhibit 4(b)





                     Indenture Supplemental

                               TO

                   Mortgage and Deed of Trust
                 (Dated as of December 1, 1940)

                           Executed by

                    APPALACHIAN POWER COMPANY
           formerly Appalachian Electric Power Company

                               TO

                     BANKERS TRUST COMPANY,
                                   As Trustee



                     Dated as of May 1, 1997


                $48,000,000 First Mortgage Bonds,
              Designated Secured Medium Term Notes,
                  6.71% Series due June 1, 2000



                       TABLE OF CONTENTS
     The Table of Contents shall not be deemed to be any
     part of the Indenture Supplemental to Mortgage and Deed
     of Trust.


                                                             PAGE

PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

RECITALS

     Execution of Mortgage. . . . . . . . . . . . . . . . . .   1

     Execution of supplemental indentures . . . . . . . . . .   1

     Termination of Individual Trustee. . . . . . . . . . . .   1

     Provision for issuance of bonds in one or more series. .   2

     Right to execute supplemental indenture. . . . . . . . .   2

     First Mortgage Bonds heretofore issued . . . . . . . . .   2

     Issue of new First Mortgage Bonds of the 62nd Series . .   3

     Second 1997 Supplemental Indenture. . . . . . . . . . . .  3

     Compliance with legal requirements . . . . . . . . . . .   3

GRANTING CLAUSES. . . . . . . . . . . . . . . . . . . . . . .   3

DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . . .   4

APPURTENANCES, ETC. . . . . . . . . . . . . . . . . . . . . .   4

HABENDUM. . . . . . . . . . . . . . . . . . . . . . . . . . .   5

PRIOR LEASEHOLD ENCUMBRANCES. . . . . . . . . . . . . . . . .   5

GRANT IN TRUST. . . . . . . . . . . . . . . . . . . . . . . .   6

SECTION 1.  Supplement to Original Indenture by adding
               Section 20III. . . . . . . . . . . . . . . . .   7

SECTION 2.  Initial Issuance of the Bonds of the 62nd Series.  10

SECTION 3.  Provision for record date for meetings
               of Bondholders . . . . . . . . . . . . . . . .  10

SECTION 4.  Original Indenture and Second 1997 Supplemental
               Indenture same instrument. . . . . . . . . . .  10

SECTION 5.  Limitation of rights. . . . . . . . . . . . . . .  10

SECTION 6.  Execution in counterparts . . . . . . . . . . . .    10


TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . .   11

SIGNATURES AND SEALS. . . . . . . . . . . . . . . . . . . . .  11

ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . .  13

SCHEDULE I. . . . . . . . . . . . . . . . . . . . . . . . . . I-1



     SUPPLEMENTAL INDENTURE, dated as of the first day of May in
the year One Thousand Nine Hundred and Ninety-seven, made and
entered into by and between APPALACHIAN POWER COMPANY, a
corporation of the Commonwealth of Virginia, the corporate title
of which was, prior to April 17, 1958, APPALACHIAN ELECTRIC POWER
COMPANY (hereinafter sometimes called the "Company"), a
transmitting utility (as such term is defined in Section 46-9-
105(1)(n) of the West Virginia Code), party of the first part,
and BANKERS TRUST COMPANY, a corporation of the State of New York
(hereinafter sometimes called the "Corporate Trustee" or
"Trustee"), as Trustee, party of the second part.

     WHEREAS, the Company has heretofore executed and delivered
its Mortgage and Deed of Trust (hereinafter sometimes referred to
as the "Mortgage"), dated as of December 1, 1940, to the Trustee
for the security of all bonds of the Company outstanding
thereunder, and by said Mortgage conveyed to the Trustee, upon
certain trusts, terms and conditions, and with and subject to
certain provisos and covenants therein contained, all and
singular the property, rights and franchises which the Company
then owned or should thereafter acquire, excepting any property
expressly excepted by the terms of the Mortgage; and

     WHEREAS, the Company has heretofore executed and delivered
to the Trustee supplements and indentures supplemental to the
Mortgage, dated as of December 1, 1943, December 2, 1946,
December 1, 1947, March 1, 1950, June 1, 1951, October 1, 1952,
December 1, 1953, March 1, 1957, May 1, 1958, October 2, 1961,
April 1, 1962, June 1, 1965, September 2, 1968, December 1, 1968,
October 1, 1969, June 1, 1970, October 1, 1970, September 1,
1971, February 1, 1972, December 1, 1972, July 1, 1973, March 1,
1974, April 1, 1975, May 1, 1975, December 1, 1975, April 1,
1976, September 1, 1976, November 1, 1977, May 1, 1979, August 1,
1979, February 1, 1980, November 1, 1980, April 1, 1982, October
1, 1983, February 1, 1987, September 1, 1987, November 1, 1989,
December 1, 1990, August 1, 1991, February 1, 1992, May 1, 1992,
August 1, 1992, November 15, 1992, April 15, 1993, May 15, 1993,
October 1, 1993, November 1, 1993, August 15, 1994, October 1,
1994, March 1, 1995, May 1, 1995, June 1, 1995, March 1, 1996 and
February 1, 1997 (hereinafter referred to as the "First 1997
Supplemental Indenture"), respectively, amending and
supplementing the Mortgage in certain respects (the Mortgage, as
so amended and supplemented, being hereinafter called the
"Original Indenture") and conveying to the Trustee, upon certain
trusts, terms and conditions, and with and subject to certain
provisos and covenants therein contained, certain property rights
and property therein described; and 

     WHEREAS, effective October 7, 1988, pursuant to Section 115
of the Original Indenture, the Individual Trustee resigned and
all powers of the Individual Trustee then terminated, as did the
Individual Trustee's right, title or interest in and to the trust
estate, and without appointment of a new trustee as successor to
the Individual Trustee, all the right, title and powers of the
Trustee thereupon devolved upon the Corporate Trustee and its
successors alone; and

     WHEREAS, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further
provides that, with respect to each series, the rate or rates of
interest, the date or dates of maturity, the dates for the
payment of interest, the terms and rates of optional redemption,
and other terms and conditions not inconsistent with the Original
Indenture may be established, prior to the issue of bonds of such
series, by an indenture supplemental to the Original Indenture;
and

     WHEREAS, Section 132 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to
or in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provide that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any
ambiguity or correct or supplement any defective or inconsistent
provisions contained in the Original Indenture or in any
indenture supplemental to the Original Indenture, by an
instrument in writing, executed and acknowledged, and that the
Trustee is authorized to join with the Company in the execution
of any such instrument or instruments; and

     WHEREAS, the Company has heretofore issued, in accordance
with the provisions of the Mortgage, as amended and supplemented
as of the respective dates thereof, bonds of the series (which
are outstanding), entitled and designated as hereinafter set
forth, in the respective original aggregate principal amounts
indicated:

                    Series                                Amount

  First Mortgage Bonds,  7.00%  Series due 1999. . . $30,000,000
  First Mortgage Bonds,  6.35%  Series due 2000. . .  48,000,000
  First Mortgage Bonds,  6-3/8% Series due 2001. . . 100,000,000 
  First Mortgage Bonds,  7.95%  Series due 2002. . .  60,000,000
  First Mortgage Bonds,  7.38%  Series due 2002. . .  50,000,000
  First Mortgage Bonds,  7.40%  Series due 2002. . .  30,000,000
  First Mortgage Bonds,  6.65%  Series due 2003. . .  40,000,000
  First Mortgage Bonds,  6.85%  Series due 2003. . .  30,000,000
  First Mortgage Bonds,  6.00%  Series due 2003. . .  30,000,000
  First Mortgage Bonds,  7.70%  Series due 2004. . .  21,000,000
  First Mortgage Bonds,  7.85%  Series due 2004. . .  50,000,000
  First Mortgage Bonds,  8.00%  Series due 2005. . .  50,000,000
  First Mortgage Bonds,  6.89%  Series due 2005. . .  30,000,000
  First Mortgage Bonds,  6.80%  Series due 2006. . . 100,000,000
  First Mortgage Bonds,  8.75%  Series due 2022. . .  50,000,000
  First Mortgage Bonds,  8.70%  Series due 2022. . .  40,000,000
  First Mortgage Bonds,  8.43%  Series due 2022. . .  50,000,000
  First Mortgage Bonds,  8.50%  Series due 2022. . .  70,000,000
  First Mortgage Bonds,  7.80%  Series due 2023. . .  40,000,000
  First Mortgage Bonds,  7.90%  Series due 2023. . .  30,000,000
  First Mortgage Bonds,  7.15%  Series due 2023. . .  30,000,000
  First Mortgage Bonds,  7.125% Series due 2024. . .  50,000,000
  First Mortgage Bonds,  8.00%  Series due 2025. . .  50,000,000

and

     WHEREAS, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original
Indenture to be designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 6.71% Series due June 1, 2000"
(hereinafter sometimes referred to as the "bonds of the 62nd
Series"); and

     WHEREAS, each of the bonds of the 62nd Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"Second 1997 Supplemental Indenture"); and

     WHEREAS, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture, in the form hereof, for the purposes
herein provided; and

     WHEREAS, all conditions and requirements necessary to make
this Second 1997 Supplemental Indenture a valid, binding and
legal instrument in accordance with its terms, have been done,
performed and fulfilled, and the execution and delivery thereof
have been in all respects duly authorized;

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That Appalachian Power Company, in consideration of the
premises and of the purchase and acceptance of the bonds by the
holders thereof and of the sum of One Dollar ($1.00) and other
good and valuable consideration paid to it by the Trustee at or
before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and in order to secure the
payment of both the principal of and interest and premium, if
any, on the bonds from time to time issued under and secured by
the Original Indenture and this Second 1997 Supplemental
Indenture, according to their tenor and effect, and the
performance of all the provisions of the Original Indenture and
this Second 1997 Supplemental Indenture (including any further
indenture or indentures supplemental to the Original Indenture
and any modification or alteration made as in the Original
Indenture provided) and of said bonds, has granted, bargained,
sold, released, conveyed, transferred, mortgaged, pledged, set
over and confirmed, and by these presents does grant, bargain,
sell, release, convey, assign, transfer, mortgage, pledge, set
over and confirm unto Bankers Trust Company, as Trustee, and to
its respective successor or successors in the trust hereby
created, and to its and their assigns, all the following
described properties of the Company, that is to say:

     All property, real, personal and mixed, tangible and
intangible, and all franchises owned by the Company on the date
of the execution hereof, acquired since the execution of the
First 1997 Supplemental Indenture (except any hereinafter
expressly excepted from the lien and operation of this Second
1997 Supplemental Indenture).

     TOGETHER WITH all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the
provisions of Section 63 of the Original Indenture) the tolls,
rents, revenues, issues, earnings, income, product and profits
thereof and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now
has or may hereafter acquire in and to the aforesaid property and
franchises and every part and parcel thereof.

     Provided that, in addition to the reservations and
exceptions herein elsewhere contained, the following are not and
are not intended to be now or hereafter granted, bargained, sold,
released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed hereunder and are hereby expressly excepted
from the lien and operation of the Original Indenture and this
Second 1997 Supplemental Indenture, viz.: (1) cash, shares of
stock, and obligations (including bonds, notes and other
securities) not hereinafter or in the Original Indenture
specifically pledged, deposited or delivered hereunder or
thereunder or hereinafter or therein covenanted so to be; (2) any
goods, wares, merchandise, equipment, materials or supplies
acquired for the purpose of sale or resale in the usual course of
business or for consumption in the operation of any properties of
the Company and automobiles and trucks; (3) all judgments,
accounts, and choses in action, the proceeds of which the Company
is not obligated as hereinafter provided or as provided in the
Original Indenture to deposit with the Trustee hereunder and
thereunder; provided, however, that the property and rights
expressly excepted from the lien and operation of the Original
Indenture and this Second 1997 Supplemental Indenture in the
above subdivisions (2) and (3) shall (to the extent permitted by
law) cease to be so excepted, in the event that the Trustee or a
receiver or trustee shall enter upon and take possession of the
mortgaged and pledged property in the manner provided in Article
XIV of the Original Indenture by reason of the occurrence of a
completed default, as defined in said Article XIV.

     TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by the
Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust;

     SUBJECT, HOWEVER, to the reservations, exceptions,
conditions, limitations and restrictions contained in the several
deeds, leases, servitudes, franchises and contracts or other
instruments through which the Company acquired and/or claims
title to and/or enjoys the use of the aforesaid properties; and
subject also to encumbrances of the character defined in Section
6 of the Original Indenture as "excepted encumbrances" in so far
as the same may attach to any of the property embraced herein.

     Inasmuch as the Company holds certain of said lands, rights
of way and other property under leases, power agreements and
other contracts which provide that the Company's interest therein
shall not be mortgaged without the consent of the respective
lessors or other parties to said agreements and contracts, and
such lessors and parties have either given such consent or have
waived the requirement of such consent, it is hereby expressly
agreed and made a condition upon which this Second 1997
Supplemental Indenture is executed and delivered, that the lien
of this Second 1997 Supplemental Indenture and the estate, rights
and remedies of the Trustee hereunder, and the rights and
remedies of the holders of the bonds secured hereby and by the
Original Indenture in so far as they may affect such lands,
rights of way and other property now held or to be hereafter
acquired by the Company under such leases, contracts or
agreements, shall be subject and subordinate in all respects to
the rights and remedies of the respective lessors or other
parties thereto.

     And it is hereby expressly covenanted and agreed as follows:

          (a) That the rights of the Trustee hereunder, and of
     every person or corporation whatsoever claiming by reason of
     this Second 1997 Supplemental Indenture any right, title or
     interest, legal or equitable, in the property covered by any
     such lease, power agreement or other contract, are and at
     all times hereafter shall be subject in the same manner and
     degree as the rights of the Company might or would at all
     times be subject, had this Second 1997 Supplemental
     Indenture not been made, to all terms, provisions,
     conditions, covenants, stipulations, and agreements, and to
     all exceptions, reservations, limitations, restrictions, and
     forfeitures contained in any such lease, power agreement or
     other contract;

          (b) That any right, claim, condition or forfeiture
     which might at any time be asserted against the party in
     possession under the provisions of any such lease, power
     agreement or other contract, had this Second 1997
     Supplemental Indenture not been made, may be asserted with
     the same force and effect against any and all persons or
     corporations at any time claiming any right, title or
     interest in any such property under or by reason of this
     Second 1997 Supplemental Indenture or of any bond hereby and
     by the Original Indenture secured; and

          (c) That such consent or waiver of the requirement of
     such consent given by the lessor under any such lease or
     party to any such power agreement or other contract is
     intended and shall be construed to be solely for the purpose
     of permitting the Company to mortgage its property generally
     without violating the express covenant contained in such
     lease, power agreement or other contract, and that such
     consent or waiver of the requirement of such consent confers
     upon the Trustee hereunder and the holders of bonds secured
     hereby and by the Original Indenture no rights in addition
     to such as they would have had, respectively, if such
     consent or waiver of the requirement of such consent had not
     been given.

     IN TRUST NEVERTHELESS, upon the terms and trusts in the
Original Indenture and this Second 1997 Supplemental Indenture
set forth, for the equal and pro rata benefit and security of
those who shall hold the bonds and coupons issued and to be
issued hereunder and under the Original Indenture, in accordance
with the terms of the Original Indenture and of this Second 1997
Supplemental Indenture, without preference, priority or
distinction as to lien of any of said bonds or coupons over any
other thereof by reason of priority in the time of issuance or
negotiation thereof, or otherwise howsoever, subject, however, to
the conditions, provisions and covenants set forth in the
Original Indenture and in this Second 1997 Supplemental
Indenture.

     AND THIS INDENTURE FURTHER WITNESSETH:

     That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and its
successors and assigns, hereby covenants and agrees to and with
the Trustee, and its successor or successors in such trust, under
the Original Indenture, as follows:

Section 1.     The Original Indenture is hereby supplemented by
adding immediately after Section 20HHH, a new Section 20III, as
follows:

          SECTION 20III.  The Company hereby creates a sixty-
     second series of bonds to be issued under and secured by
     this Indenture, to be designated and to be distinguished
     from the bonds of all other series by the title "First
     Mortgage Bonds, Designated Secured Medium Term Notes, 6.71%
     Series due June 1, 2000" (herein sometimes referred to as
     the "bonds of the 62nd Series").  The form of the bonds of
     the 62nd Series shall be substantially as set forth in
     Schedule I to the Second 1997 Supplemental Indenture.

          Bonds of the 62nd Series shall mature on the date
     specified in their title.  Unless otherwise determined by
     the Company, the bonds of the 62nd Series shall be issued in
     fully registered form without coupons in denominations of
     $1,000 and in integral multiples thereof; the principal of
     and premium (if any) and interest on each said bond to be
     payable at the office or agency of the Company in the
     Borough of Manhattan, The City of New York, in lawful money
     of the United States of America, provided that at the option
     of the Company interest may be mailed to registered owners
     of the bonds at their respective addresses that appear on
     the register thereof; and the rate of interest shall be the
     rate per annum specified in the title thereof, payable semi-
     annually on the first days of April and October of each year
     (commencing October 1, 1997) and on their maturity date.

          The person in whose name any bond of the 62nd Series is
     registered at the close of business on any record date (as
     hereinbelow defined) with respect to any regular semi-annual
     interest payment date shall be entitled to receive the
     interest payable on such interest payment date
     notwithstanding the cancellation of such bond of the 62nd
     Series upon any registration of transfer or exchange thereof
     subsequent to the record date and prior to such interest
     payment date, except, if and to the extent that the Company
     shall default in the payment of the interest due on such
     interest payment date, then the registered owners of bonds
     of the 62nd Series on such record date shall have no further
     right to or claim in respect of such defaulted interest as
     such registered owners on such record date, and the persons
     entitled to receive payment of any defaulted interest
     thereafter payable or paid on any bonds of the 62nd Series
     shall be the registered owners of such bonds of the 62nd
     Series (or any bond or bonds issued, directly or after
     intermediate transactions upon transfer or exchange or in
     substitution thereof) on the date of payment of such
     defaulted interest.  Interest payable upon maturity shall be
     payable to the person to whom the principal is paid.  The
     term "record date" as used in this Section 20III, and in the
     form of the bonds of the 62nd Series, with respect to any
     regular semi-annual interest payment date applicable to the
     bonds of the 62nd Series, shall mean the March 15 next
     preceding an April 1 interest payment date or the September
     15 next preceding an October 1 interest payment date, as the
     case may be, or, if such March 15 or September 15 is not a
     Business Day (as defined hereinbelow), the next preceding
     Business Day.  The term "Business Day" with respect to any
     bond of the 62nd Series shall mean any day, other than a
     Saturday or Sunday, which is not a day on which banking
     institutions or trust companies in The City of New York, New
     York or the city in which is located any office or agency
     maintained for the payment of principal of or premium, if
     any, or interest on such bond of the 62nd Series are
     authorized or required by law, regulation or executive order
     to remain closed.

          Every registered bond of the 62nd Series shall be dated
     the date of authentication ("Issue Date") and shall bear
     interest computed on the basis of a 360-day year consisting
     of twelve 30-day months from its Issue Date or from the
     latest semi-annual interest payment date to which interest
     has been paid on the bonds of the 62nd Series preceding the
     Issue Date, unless such Issue Date be an interest payment
     date to which interest is being paid on the bonds of the
     62nd Series, in which case it shall bear interest from its
     Issue Date or unless the Issue Date be the record date for
     the interest payment date first following the date of
     original issuance of bonds of the 62nd Series (the "Original
     Issue Date"), or a date prior to such record date, then from
     the Original Issue Date; provided that, so long as there is
     no existing default in the payment of interest on said
     bonds, the owner of any bond authenticated by the Corporate
     Trustee between the record date for any regular semi-annual
     interest payment date and such interest payment date shall
     not be entitled to the payment of the interest due on such
     interest payment date and shall have no claim against the
     Company with respect thereto; provided further, that, if and
     to the extent the Company shall default in the payment of
     the interest due on such interest payment date, then any
     such bond shall bear interest from the April 1 or October 1,
     as the case may be, next preceding its Issue Date, to which
     interest has been paid or, if the Company shall be in
     default with respect to the interest payment date first
     following the Original Issue Date, then from the Original
     Issue Date.

          If any semi-annual interest payment date or the
     maturity date is not a Business Day, payment of amounts due
     on such date may be made on the next succeeding Business
     Day, and, if such payment is made or duly provided for on
     such Business Day, no interest shall accrue on such amounts
     for the period from and after such interest payment date or
     the maturity date, as the case may be, to such Business Day.

          Notwithstanding the provisions of Section 14 of this
     Indenture, the bonds of the 62nd Series shall be executed on
     behalf of the Company by its Chairman of the Board, by its
     President or by one of its Vice Presidents or by one of its
     officers designated by the Board of Directors of the Company
     for such purpose, whose signature may be a facsimile, and
     its corporate seal shall be thereunto affixed or printed
     thereon and attested by its Secretary or one of its
     Assistant Secretaries, and the provisions of the penultimate
     sentence of said Section 14 shall be applicable to such
     bonds of the 62nd Series.

          The bonds of the 62nd Series are not redeemable prior
     to their maturity.

          Notwithstanding the provisions of Section 12 of this
     Indenture, the Company shall not be required to make
     transfers or exchanges of bonds of the 62nd Series for a
     period of fifteen days next preceding any interest payment
     date.

          Registered bonds of the 62nd Series shall be
     transferable upon presentation and surrender thereof, for
     cancellation, at the office or agency of the Company in the
     Borough of Manhattan, The City of New York, and at such
     other office or agency of the Company as the Company may
     from time to time designate, by the registered owners
     thereof, in person or by duly authorized attorney, in the
     manner and upon payment, if required by the Company, of the
     charges prescribed in this Indenture.  In the manner and
     upon payment, if required by the Company, of the charges
     prescribed in this Indenture, registered bonds of the 62nd
     Series may be exchanged for a like aggregate principal
     amount of registered bonds of the 62nd Series of other
     authorized denominations, upon presentation and surrender
     thereof, for cancellation, at the office or agency of the
     Company in the Borough of Manhattan, The City of New York,
     or at such other office or agency of the Company as the
     Company may from time to time designate.

Section 2.     Initial Issuance of the Bonds of the 62nd Series:

     In accordance with and upon compliance with such provisions
of the Original Indenture as shall be selected for such purpose
by the officers of the Company duly authorized to take such
action, bonds of the 62nd Series, in an aggregate principal
amount not exceeding $48,000,000, shall forthwith be executed by
the Company and delivered to the Trustee and shall be
authenticated by the Trustee and delivered to or upon the order
of the Company (without awaiting the filing and recording of this
Second 1997 Supplemental Indenture except to the extent required
by subdivision (10) of Section 29 of the Original Indenture).

Section 3.     At any meeting of bondholders held as provided for
in Article XX of the Original Indenture at which owners of bonds
of the 62nd Series are entitled to vote, all owners of bonds of
the 62nd Series at the time of such meeting shall be entitled to
vote thereat; provided, however, that the Trustee may, and upon
request of the Company or of a majority of the bondowners of the
62nd Series, shall, fix a day not exceeding ninety days preceding
the date for which the meeting is called as a record date for the
determination of owners of bonds of the 62nd Series, entitled to
notice of and to vote at such meeting and any adjournment thereof
and only such registered owners who shall have been such
registered owners on the date so fixed, and who are entitled to
vote such bonds of the 62nd Series at the meeting, shall be
entitled to receive notice of such meeting.

Section 4.     As supplemented by this Second 1997 Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed and the Original Indenture and this Second 1997
Supplemental Indenture shall be read, taken and construed as one
and the same instrument.  The bonds of the 62nd Series are the
original debt secured by this Second 1997 Supplemental Indenture
and the Original Indenture, and this Second 1997 Supplemental
Indenture and the Original Indenture shall be, and shall be
deemed to be, the original lien instrument securing the bonds of
the 62nd Series.

Section 5.     Nothing contained in this Second 1997 Supplemental
Indenture shall, or shall be construed to, confer upon any person
other than the owners of bonds issued under the Original
Indenture and this Second 1997 Supplemental Indenture, the
Company and the Trustee, any right to avail themselves of any
benefit of any provision of the Original Indenture or of this
Second 1997 Supplemental Indenture.

Section 6.     This Second 1997 Supplemental Indenture may be
simultaneously executed in several counterparts and all such
counterparts executed and delivered, each as an original, shall
constitute one and the same instrument.

     IN WITNESS WHEREOF, APPALACHIAN POWER COMPANY, party of the
first part, has caused this instrument to be signed in its name
and behalf by its President, a Vice President, its Treasurer or
an Assistant Treasurer, and its corporate seal to be hereunto
affixed and attested by its Secretary or an Assistant Secretary,
and BANKERS TRUST COMPANY, party of the second part, in token of
its acceptance hereof, has caused this instrument to be signed in
its name and behalf by a Vice President or an Assistant Vice
President and its corporate seal to be hereunto affixed and
attested by its Secretary, an Assistant Secretary, Assistant Vice
President or Assistant Treasurer.  Executed and delivered as of
the date and year first above written.

                                   APPALACHIAN POWER COMPANY
[SEAL]

                                   By: /s/ B. M. Barber     
                                          B. M. Barber
                                        Assistant Treasurer

Attest:


 /s/ John M. Adams, Jr.       
     John M. Adams, Jr.
    Assistant Secretary


In the presence of:


 /s/ David C. House           
     David C. House


 /s/ Ann B. Graf              
     Ann B. Graf



                                   BANKERS TRUST COMPANY

[SEAL]
                                   By: /s/ James McDonough       
                                          James McDonough
                                          Vice President


Attest:


 /s/ Scott Thiel              
     Scott Thiel
    Assistant Vice President


Executed by BANKERS TRUST COMPANY
  in the presence of:


 /s/ Jason Theriault          
     Jason Theriault


 /s/ Barbara Nastro           
     Barbara Nastro



STATE OF OHIO       )
                    )    SS:
COUNTY OF FRANKLIN  )


     On this 14th day of May, 1997, personally appeared before
me, a Notary Public within and for said County in the State
aforesaid, B. M. BARBER and JOHN M. ADAMS, JR., to me known and
known to me to be respectively an Assistant Treasurer and
Assistant Secretary of APPALACHIAN POWER COMPANY, one of the
corporations named in and which executed the foregoing
instrument, who severally acknowledged that they did sign and
seal said instrument as such Assistant Treasurer and Assistant
Secretary for and on behalf of said corporation and that the same
is their free act and deed as such Assistant Treasurer and
Assistant Secretary, respectively, and the free and corporate act
and deed of said corporation.

     In Witness Whereof, I have hereunto set my hand and notarial
seal this 14th day of May, 1997.

[Notarial Seal]


                               /s/ Mary M. Soltesz            
                              MARY M. SOLTESZ
                              Notary Public, State of Ohio
                              My Commission Expires July 12, 1999



STATE OF NEW YORK   )
                    )    SS:
COUNTY OF NEW YORK  )


     I, PATRICIA M. CARILLO, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and
State aforesaid, hereby certify that on this 15th day of May,
1997:

     JAMES MC DONOUGH and SCOTT THIEL, whose names are signed to
the writing above, bearing a date as of the 1st day of May, 1997,
as Vice President and Assistant Vice President, respectively, of
BANKERS TRUST COMPANY, have this day acknowledged the same before
me in my County aforesaid.

     JAMES MC DONOUGH who signed the writing above and hereto
annexed for BANKERS TRUST COMPANY, a corporation, bearing a date
as of the 1st day of May, 1997, has this day in my said County
before me acknowledged the said writing to be the act and deed of
said corporation.

     Before me appeared JAMES MC DONOUGH and SCOTT THIEL to me
personally known, who, being by me duly sworn, did say that they
are Vice President and Assistant Vice President, respectively, of
BANKERS TRUST COMPANY, and that the seal affixed to said
instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed in behalf of said
corporation, by authority of its Board of Directors and said
JAMES MC DONOUGH acknowledged said instrument to be the free act
and deed of said corporation.

     SCOTT THIEL personally came before me this day and
acknowledged that he is an Assistant Vice President of BANKERS
TRUST COMPANY, a corporation, and that by authority duly given
and as the act of the corporation, the foregoing instrument was
signed in its name by an Assistant Vice President, sealed with
its corporate seal, and attested by himself as an Assistant Vice
President.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County and State of New York, this 15th day
of May, 1997.

                          /s/ Patricia M. Carillo       
                               PATRICIA M. CARILLO
                         Notary Public, State of New York
                         No. 41-4747732
                         Qualified in Queens County
                         Certificate filed in New York County
                         Commission expires May 31, 1997
[SEAL]

     The foregoing instrument was prepared by David C. House, 1 Riverside
Plaza, Columbus, Ohio 43215.



                           SCHEDULE I



                    APPALACHIAN POWER COMPANY
                 FIRST MORTGAGE BOND, DESIGNATED
                 SECURED MEDIUM TERM NOTE, 6.71%
                     SERIES DUE JUNE 1, 2000


Bond No.
Original Issue Date:  May 27, 1997
Principal Amount: 
Semi-annual Interest Payment Dates: April 1 and October 1
Record Dates:  March 15 and September 15
CUSIP No:  03774B AY9


     APPALACHIAN POWER COMPANY, a corporation of the Commonwealth
of Virginia (hereinafter called the "Company"), for value
received, hereby promises to pay to ____________, or registered
assigns, the Principal Amount set forth above on the maturity
date specified in the title of this bond in lawful money of the
United States of America, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, and to pay to
the registered owner hereof interest on said sum from the date of
authentication of this bond (herein called the "Issue Date") or
latest semi-annual interest payment date to which interest has
been paid on the bonds of this series preceding the Issue Date,
unless the Issue Date be an interest payment date to which
interest is being paid, in which case from the Issue Date or
unless the Issue Date be the record date for the interest payment
date first following the Original Issue Date set forth above or a
date prior to such record date, then from the Original Issue Date
(or, if the Issue Date is between the record date for any
interest payment date and such interest payment date, then from
such interest payment date, provided, however, that if and to the
extent that the Company shall default in the payment of the
interest due on such interest payment date, then from the next
preceding semi-annual interest payment date to which interest has
been paid on the bonds of this series, or if such interest
payment date is the interest payment date first following the
Original Issue Date set forth above, then from the Original Issue
Date), until the principal hereof shall have become due and
payable, at the rate per annum specified in the title of this
bond, payable on April 1 and October 1 of each year (commencing
October 1, 1997) and on the maturity date specified in the title
of this bond; provided that, at the option of the Company, such
interest may be paid by check, mailed to the registered owner of
this bond at such owner's address appearing on the register
hereof.

     This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except in so far as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series and except as provided in Section 73 of the
Mortgage) by a Mortgage and Deed of Trust (herein, together with
all indentures supplemental thereto, called the Mortgage), dated
as of December 1, 1940, executed by APPALACHIAN ELECTRIC POWER
COMPANY (the corporate title of which was changed to APPALACHIAN
POWER COMPANY) to BANKERS TRUST COMPANY, as Trustee, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured.  With the
consent of the Company and to the extent permitted by and as
provided in the Mortgage, the rights and obligations of the
Company and/or of the holders of the bonds and/or coupons and/or
the terms and provisions of the Mortgage and/or of any
instruments supplemental thereto may be modified or altered by
affirmative vote of the holders of at least seventy-five per
centum (75%) in principal amount of the bonds affected by such
modification or alteration, then outstanding under the Mortgage
(excluding bonds disqualified from voting by reason of the
Company's interest therein as provided in the Mortgage); provided
that, without the consent of the owner hereof no such
modification or alteration shall permit the extension of the
maturity of the principal of or interest on this bond or the
reduction in the rate of interest hereon or any other
modification in the terms of payment of such principal or
interest or the creation of a lien on the mortgaged and pledged
property ranking prior to or on a parity with the lien of the
Mortgage or the deprivation of the owner hereof of a lien upon
such property or reduce the above percentage.

     As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.71% Series due June 1, 2000 (herein called "bonds
of the 62nd Series") created by an Indenture Supplemental to
Mortgage and Deed of Trust dated as of May 1, 1997 (the "Second
1997 Supplemental Indenture"), as provided for in said Mortgage.

     The interest payable on any April 1 or October 1 will,
subject to certain exceptions provided in said Second 1997
Supplemental Indenture, be paid to the person in whose name this
bond is registered at the close of business on the record date,
which shall be the March 15 or September 15, as the case may be,
next preceding such interest payment date, or, if such March 15
or September 15 is not a Business Day (as hereinbelow defined),
the next preceding Business Day.  Interest payable upon maturity
shall be payable to the person to whom the principal is paid. 
The term "Business Day" means any day, other than a Saturday or
Sunday, which is not a day on which banking institutions or trust
companies in The City of New York, New York or the city in which
is located any office or agency maintained for the payment of
principal or premium, if any, or interest on bonds of the 62nd
Series are authorized or required by law, regulation or executive
order to remain closed.

     If any semi-annual interest payment date or the maturity
date is not a Business Day, payment of amounts due on such date
may be made on the next succeeding Business Day, and, if such
payment is made or duly provided for on such Business Day, no
interest shall accrue on such amounts for the period from and
after such interest payment date or the maturity date, as the
case may be, to such Business Day.

     The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of
principal or (subject to the provisions hereof) interest hereon
and for all other purposes and the Company and the Trustee shall
not be affected by any notice to the contrary.

     The Company shall not be required to make transfers or
exchanges of bonds of the 62nd Series for a period of fifteen
days next preceding any interest payment date.

     The Bonds of the 62nd Series are not redeemable prior to
their maturity.

     The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.

     This bond is transferable as prescribed in the Mortgage by
the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City of New York, and at such other office or
agency of the Company as the Company may designate, upon
surrender and cancellation of this bond and upon payment, if the
Company shall require it, of the transfer charges prescribed in
the Mortgage, and, thereupon, a new registered bond or bonds of
authorized denominations of the same series for a like principal
amount will be issued to the transferee in exchange herefor as
provided in the Mortgage.  In the manner and upon payment, if the
Company shall require it, of the charges prescribed in the
Mortgage, registered bonds of the 62nd Series may be exchanged
for a like aggregate principal amount of registered bonds of
other authorized denominations of the same series, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan, The
City of New York, or at such other office or agency of the
Company as the Company may from time to time designate.

     No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of
the Company or of any successor corporation, either directly or
through the Company or any successor corporation, under any rule
of law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators,
stockholders, officers and directors, as such, being waived and
released by the holder or owner hereof by the acceptance of this
bond and being likewise waived and released by the terms of the
Mortgage.

     This bond shall not become valid or obligatory for any
purpose until BANKERS TRUST COMPANY, the Trustee under the
Mortgage, or its successor thereunder, shall have signed the form
of Authentication Certificate endorsed hereon.

     In Witness Whereof, Appalachian Power Company has caused
this bond to be executed in its name by the signature of its
Chairman of the Board, its President, one of its Vice Presidents
or its Treasurer and its corporate seal, or a facsimile thereof,
to be impressed or imprinted hereon and attested by the signature
of its Secretary or one of its Assistant Secretaries.

Dated:

                                       APPALACHIAN POWER COMPANY


                                       By________________________
                                             Treasurer

(SEAL)


                                       Attest:___________________
                                              Assistant Secretary


TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned 
Mortgage.

BANKERS TRUST COMPANY,
                      as Trustee,



By______________________________
       Authorized Officer


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

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

_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to 
________________________________________________________________
transfer such Bond on the books of the Issuer, with full 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 Bond in
          every particular without alteration or enlargement or
          any change whatsoever.