Exhibit 3(d)











                    APPALACHIAN POWER COMPANY







                             BY-LAWS






























As Amended January 1, 1996


                    APPALACHIAN POWER COMPANY

                             BY-LAWS


     Section 1.  The annual meeting of the shareholders of the
corporation for the election of directors and for the transaction
of such other corporate business as may properly come before said
meeting shall be held at the main office of the corporation, in the 
City of Roanoke, Virginia, or at such other place within or without
the Commonwealth of Virginia as shall be specified in the notice,
or waiver of notice, of such meeting, on the fourth Tuesday of
April in each year, or on such other day as shall be specified in
the notice, or waiver of notice, of such meeting. (As amended
1/26/67)

     Section 2.  Special meetings of the shareholders of the
corporation may be held upon the call of the  Chairman of the Board
or of the Board of Directors or Executive Committee, or of
shareholders holding one-tenth of the then outstanding capital
stock entitled to vote, at such time and at such place within or
without the Commonwealth of Virginia as may be stated in the call
and notice of any such special meeting.  (As amended 1/31/80)

     Section 3.  Notice of the time, place and purpose of every
meeting of shareholders shall be mailed by the Secretary or the
officer performing his duties at least ten days before the meeting
to each shareholder of record entitled to vote, at his last known
post office address, but meetings may be held without notice if all
shareholders entitled to vote are present or if notice is waived
before or after the meeting by those not present.  No shareholders
shall be entitled to notice of any meeting of shareholders with
respect to any shares registered in his name after the date upon
which notice of such meeting is required by law or by these by-laws
to have been mailed or otherwise given to shareholders.

     Section 4.  The holders of a majority of the stock of the
corporation entitled to vote, present in person or by proxy, shall
constitute a quorum, but less than a quorum shall have power to
adjourn.

     At all meetings of shareholders, each shareholder entitled to
vote may vote and otherwise act either in person or by proxy.

     Section 5.  Meetings of shareholders shall be presided over by
the Chairman of the Board, or, in his absence, by the President,
or, in the absence of both, by a Vice President, or, if none of
such officers is present, by a Chairman to be elected at the
meeting.  The Secretary of the corporation shall act as Secretary
of such meeting if present.  In his absence the Chairman may
appoint a Secretary.  (As amended 1/31/80)

     Section 6.  The stock of the corporation shall be transferable
or assignable on the books of the corporation by the holders in
person or by attorney on the surrender of the certificate therefor
duly endorsed.  Certificates of stock shall be in such form and
executed in such manner as may be prescribed by law and the Board
of Directors.  The Board of Directors may appoint one or more
transfer agents and registrars for the stock.

     The Board of Directors are hereby authorized to fix in advance
a date not less than ten nor more than fifty days preceding the
date of any meeting of shareholders, or the date for the payment of
any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go
into effect, as a record for the determination of the shareholders
entitled to notice of and to vote at any such meeting, or entitled
to receive payment of any such dividend, or any such allotment of
rights, or to exercise the rights in respect to any such change,
conversion or exchange of capital stock, and in such case only
shareholders of record on the date so fixed shall be entitled to
such notice of and to vote at such meeting, or to receive payment
of such dividend, or allotment of rights, or exercise such rights,
as the case may be, and notwithstanding any transfer of any stock
on the books of the corporation after such record date fixed as
aforesaid.  (As amended 2/25/71)

     Section 7.  The directors shall be elected at the annual
meeting of shareholders or as soon thereafter as practicable and
shall hold office for one year or until their successors are
elected and qualify.  It shall not be necessary to be a shareholder
in order to be a director.  The shareholders may remove any
director at any time without cause assigned and fill the vacancy at
a meeting called for the purpose of considering such action.  Any
vacancy in the Board of Directors not caused by such removal may be
filled by the Board at any meeting.  (As amended 1/29/81 )

     Section 8.  Meetings of the Board of Directors shall be held
at the time fixed by resolution of the Board or upon call of the
Chairman of the Board, the President or a Vice President and may be
held at any place within or without the State of Virginia.  The
Secretary or officer performing his duties shall give reasonable
notice (which need not exceed two days) of all meetings of
directors, provided that a meeting may be held without notice
immediately after the annual election, and notice need not be given
of regular meetings 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 either
before or after the meeting.  Notice by mail or telegraph to the
usual business or residence address of the director shall be
sufficient.  A majority of the Board of Directors in office shall
constitute a quorum.  Less than such a quorum shall have power to
adjourn any meeting from time to time without notice.

     Section 9.  The Board of Directors as soon as may be after
their election in each year may appoint an Executive Committee to
consist of the Chairman of the Board and such number of directors
as the Board may from time to time determine.  Such Committee shall
have and may exercise during the intervals between meetings of the
Board all the powers vested in the Board except the power to fill
vacancies in the Board, the power to change the membership of or
fill vacancies in said Committee and the power to change the by-
laws.  The Board shall have the power at any time to change the
membership of such Committee and to fill vacancies in it.  The
Executive Committee may make rules for the conduct of its business
and may appoint such committees and assistants as it may deem
necessary.  A majority of the members of said Committee shall
constitute a quorum.  The Chairman of the Board shall be the
Chairman of the Executive Committee.  During the intervals between
the meetings of the Executive Committee the Chairman of said
Committee shall possess and may exercise such of the powers vested
in the  Executive Committee as from time to time may be conferred
upon him by resolution of the Board of Directors or the Executive
Committee.  (As amended 1/31/80)

     Section 10.  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 11.  The term of office of all officers shall be until
the next election of directors and until their respective
successors are chosen and qualify, but any officer may be removed
from office at any time by the Board of Directors. Vacancies in the
offices shall be filled by the Board of Directors.

     Section 12.  The officers of the corporation shall have such
duties as usually pertain to their offices except as modified by
the Board of Directors, and shall also have such powers and duties
as may from time to time be conferred upon them by the Board of
Directors.

     Section 13.  The Board of Directors are authorized to select
such depositaries as they shall deem proper for the funds of the
corporation.  All checks and drafts against such deposited funds
shall be signed by officers or persons to be specified by the Board
of Directors.

     Section 14.  The corporate seal of the corporation shall be in
such form as the Board of Directors shall prescribe.

     Section 15.  A director of this corporation shall not be
disqualified by his office from dealing or contracting with the
corporation either as a vendor, purchaser or otherwise, nor shall
any transaction or contract of this corporation be void or voidable
by reason of the fact that any director or any firm of which any
director is a member or any corporation of which any director is a
shareholder or director, is in any way interested in such
transaction on contract, provided that such transaction or contract
is or shall be authorized, ratified or approved either (1) by a
vote of a majority of a quorum of the Board of Directors or of the
Executive Committee without counting in such majority or quorum any
director so interested or member of a firm so interested or a
shareholder or director of a corporation so interested, or (2) by
vote at any shareholders' meeting of the holders of record of a
majority of all the outstanding shares for stock of this
corporation entitled to vote or by writing or writings signed by a
majority of such holders; nor shall any director be liable to
account to this corporation for any profits realized by him from or
through any such transaction, or contract of this corporation
authorized, ratified or approved as aforesaid by reason of the fact
that he or any firm of which he is a member or  any corporation of
which he is a shareholder or director, was interested in such
transaction or contract.  Nothing herein contained shall create any
liability in the events above described or prevent the
authorization, ratification or approval of such contracts in any
other manner provided by law; nor shall anything herein be
considered as in any way affecting the rights of the corporation or
of any person interested, on account of any fraud in connection
with any such transaction.

     Section 16.  (1) Definitions.  In this Section 16:

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

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

          (c)  "liability" means the obligation to pay a judgment,
               settlement, penalty, fine, including any excise tax
               assessed with respect to any 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 corporation; or (ii) when used with respect to
               an individual other than a director, the office in
               the corporation held by the officer or the
               employment or agency relationship undertaken by the
               employee or agent on behalf of the corporation. 
               "Official capacity" does not include service for
               any other foreign or domestic corporation or any
               partnership, joint venture, trust, employee benefit
               plan, or other enterprise whether at the request of
               the corporation or otherwise;

          (e)  "party" includes an individual 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 corporation shall indemnify any
person who was or is a party to any proceeding by reason of the
fact that such person is or was a director, officer or employee of
the corporation, or any subsidiary or affiliate of the corporation
or is or was serving at the request of the corporation 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, against any liability
incurred by such person in connection with such proceeding if (a)
such person conducted him or herself in good faith; and (b) such
person believed, in the case of conduct in his or her official
capacity, that his or her conduct was in the best interests of the
corporation, and in all other cases that his or her conduct was at
least not opposed to its best interests; and (c) in the case of any
criminal proceeding, such person had no reasonable cause to believe
his or her conduct was unlawful; and (d) such person was not
grossly negligent or guilty of willful misconduct.  Indemnification
required under this Section 16 in connection with a proceeding by
or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.  A person is
considered to be serving an employee benefit plan at the
corporation's request if such person's duties to the corporation
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 believed to be in the interests of the
participants and beneficiaries of the plan is conduct that
satisfies the requirements of this Section 16.  The termination of
any proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the standard of conduct described in this
subsection (2) has not been met.

     (3)  Limitations upon indemnification.  Notwithstanding the
provisions of subsection (2) of this Section 16, no indemnification
shall be made in connection with: (a) any proceeding by or in the
right of the corporation in which the person seeking
indemnification was adjudged liable to the corporation; 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 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
corporation 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
subsections (2) and (3) of this Section 16.  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 duly designated by the Board of Directors
               (in which designation directors who are parties may
               participate), consisting 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 may
                    participate; or

          (d)  By the shareholders, 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 neither a director nor an
               officer of the corporation.

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 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 elect counsel.

     (5)  Advancement of Expenses.  To the fullest extent permitted
by law, the corporation shall promptly advance expenses as they are
incurred by any person who is a party to any proceeding, whether by
or in the right of the corporation or otherwise, by reason of the
fact that such person is or was a director, officer or employee of
the corporation or of any subsidiary or affiliate of the
corporation, or is or was serving at the request of the corporation
as a director, trustee, partner, officer, or employee of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, upon request of such person and receipt
of an undertaking by or on behalf of such director, officer or
employee 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
subsections (2) and (3) of this Section 16.

     (6)  Contract Rights:  Non-exclusivity of Indemnification: 
Contractual Indemnification.  The foregoing provisions of this
Section 16 shall be deemed to be a contract between the corporation
and each director, officer or employee of the corporation, or its
subsidiaries, or affiliates, and any modification or repeal of this
Section 16 or such provisions of the Code of Virginia 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 16 shall not be deemed
exclusive of any other rights to which any director, officer or
employee of the corporation may now be or hereafter become entitled
apart from this Section 16, under any applicable law including the
Code of Virginia.  Irrespective of the provisions of this Section
16, the Board of Directors may, at any time from time to time,
approve indemnification of directors, officers, employees or agents
to the full extent permitted by the Code of Virginia at the time in
effect, whether on account of past or future actions or
transactions.  Notwithstanding the foregoing, the corporation shall
enter into such additional contracts providing for indemnification
and advancement of expenses with directors, officers or employees
of the corporation 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 Code of
Virginia.

     (7)  Miscellaneous Provisions.  The indemnification provided
by this Section 16 shall be limited with respect to directors,
officers and controlling persons to the extent provided in any
undertaking entered into by the corporation 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.

          The corporation may purchase and maintain insurance on
behalf of any person described in this Section 16 against any
liability which may be asserted against such person whether or not
the corporation would have the power to indemnify such person
against such liability under the provisions of this Section 16.
          Every reference in this Section 16 to directors, officers
or employees shall include former directors, officers and employees
and their respective heirs, executors and administrators.

               If any provision of this Section 16 shall be found
to be invalid or limited in application by reason of any law,
regulation or proceeding, it shall not affect any other provision
of the validity of the remaining provisions hereof.

          The provisions of this Section 16 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 17.  These by-laws may at any time be amended or added
to or any part thereof repealed by affirmative vote of a majority
of a quorum of the Board of Directors given at a duly convened
meeting of the Board of Directors, the notice of which includes
notice of the proposed amendment, addition or repeal.

     Section 18.  The Board of Directors shall be seven in number. 
The directors need not be shareholders.  A majority of the
directors shall constitute a quorum for the transaction of
business.  (As amended 1/1/96)

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