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 February 1, 1997

                $48,000,000 First Mortgage Bonds,
              Designated Secured Medium Term Notes,
                 6.35% Series due March 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 61st Series . .   3

     First 1997 Supplemental Indenture . . . . . . . . . . . .  3

     Compliance with legal requirements . . . . . . . . . . .   4

GRANTING CLAUSES. . . . . . . . . . . . . . . . . . . . . . .   4

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

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

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

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

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

SECTION 1.  Amendment to Section 40 of Original Indenture
               to delete the third paragraph of
               Part I of said section. . . . . . . . . . . . . .7

SECTION 2.  Amendment to Section 27 of Original Indenture
               to delete the fourth paragraph of
               said section. . . . . . . . . . . . . . . . . . .7

SECTION 3.  Supplement to Original Indenture by adding
               Section 20HHH. . . . . . . . . . . . . . . . .   7

SECTION 4.  Initial Issuance of the Bonds of the 61st Series.   9

SECTION 5.  Provision for record date for meetings
               of Bondholders . . . . . . . . . . . . . . . .  10

SECTION 6.  Original Indenture and First 1997 Supplemental
               Indenture same instrument. . . . . . . . . . .  10

SECTION 7.  Limitation of rights . . . . . . . . . . . . . . . 10

SECTION 8.  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 February
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 and March 1, 1996 (hereinafter referred to as the
"First 1996 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,  6-3/8% 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,  9.35%  Series due 2021. . .  50,000,000
  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, 6.35% Series due March 1, 2000" (hereinafter
sometimes referred to as the "bonds of the 61st Series"); and

     WHEREAS, each of the bonds of the 61st Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"First 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 First 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 First 1997 Supplemental Indenture, according to
their tenor and effect, and the performance of all the provisions
of the Original Indenture and this First 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
1996 Supplemental Indenture (except any hereinafter expressly
excepted from the lien and operation of this First 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 First 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 First 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 First 1997 Supplemental Indenture is
executed and delivered, that the lien of this First 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 First 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 First 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 First 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 First 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 First 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 First 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 First 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.     Section 40 of the Original Indenture is hereby
amended by deleting the third full paragraph of Part I thereof.

Section 2.     Section 27 of the Original Indenture is hereby
amended by deleting the fourth full paragraph thereof.

Section 3.     The Original Indenture is hereby supplemented by
adding immediately after Section 20GGG a new Section 20HHH as
follows:

          SECTION 20HHH.  The Company hereby creates a sixty-first
     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, 6.35% Series due March
     1, 2000" (herein sometimes referred to as the "bonds of the
     61st Series").  The form of the bonds of the 61st Series shall
     be substantially as set forth in Schedule I to the First 1997
     Supplemental Indenture.

          Bonds of the 61st Series shall mature on the date
     specified in their title.  Unless otherwise determined by the
     Company, the bonds of the 61st 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 April 1, 1997) and
     on their maturity date.

          The person in whose name any bond of the 61st 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 61st 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 61st 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 61st Series shall be the registered owners of such
     bonds of the 61st 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 20HHH, and in the
     form of the bonds of the 61st Series, with respect to any
     regular semi-annual interest payment date applicable to the
     bonds of the 61st 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 61st
     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 61st Series are authorized or required by
     law, regulation or executive order to remain closed.

          Every registered bond of the 61st 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 61st 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 61st 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 61st 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 61st 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 61st
     Series.

          The bonds of the 61st 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 61st Series for a period of
     fifteen days next preceding any interest payment date.

          Registered bonds of the 61st 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 61st Series may be exchanged for a
     like aggregate principal amount of registered bonds of the
     61st 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 4.     Initial Issuance of the Bonds of the 61st 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 61st 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 First 1997 Supplemental Indenture
except to the extent required by subdivision (10) of Section 29 of
the Original Indenture).

Section 5.     At any meeting of bondholders held as provided for
in Article XX of the Original Indenture at which owners of bonds of
the 61st Series are entitled to vote, all owners of bonds of the
61st 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 61st
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 61st 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 61st Series at the meeting, shall be entitled to
receive notice of such meeting.

Section 6.     As supplemented by this First 1997 Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed and the Original Indenture and this First 1997
Supplemental Indenture shall be read, taken and construed as one
and the same instrument.  The bonds of the 61st Series are the
original debt secured by this First 1997 Supplemental Indenture and
the Original Indenture, and this First 1997 Supplemental Indenture
and the Original Indenture shall be, and shall be deemed to be, the
original lien instrument securing the bonds of the 61st Series.

Section 7.     Nothing contained in this First 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 First 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 First 1997
Supplemental Indenture.

Section 8.     This First 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/ A. A. Pena        
                                            A. A. Pena
                                            Treasurer
Attest:

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

In the presence of:

 /s/ T. G. Berkemeyer         
      T. G. Berkemeyer

 /s/ S. T. Haynes             
      S. T. Haynes

                                   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 7th day of February, 1997, personally appeared before
me, a Notary Public within and for said County in the State
aforesaid, A. A. PENA and JOHN M. ADAMS, JR., to me known and known
to me to be respectively the 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 Treasurer and
Assistant Secretary for and on behalf of said corporation and that
the same is their free act and deed as such 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 7th day of February, 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 10th day of February, 1997:

      JAMES MC DONOUGH and SCOTT THIEL, whose names are signed to
the writing above, bearing a date as of the 1st day of February,
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 February, 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 10th day
of February, 1997.

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

     The foregoing instrument was prepared by Thomas G. Berkemeyer, 1 Riverside
Plaza, Columbus, Ohio 43215.

                           SCHEDULE I

                    APPALACHIAN POWER COMPANY
                 FIRST MORTGAGE BOND, DESIGNATED
                 SECURED MEDIUM TERM NOTE, 6.35%
                    SERIES DUE MARCH 1, 2000

Bond No.
Original Issue Date:  February 19, 1997
Principal Amount: 
Semi-annual Interest Payment Dates: April 1 and October 1
Record Dates:  March 15 and September 15
CUSIP No:  03774B AX1


     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 April 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, 6.35% Series due March 1, 2000" (herein called "bonds
of the 61st Series") created by an Indenture Supplemental to
Mortgage and Deed of Trust dated as of February 1, 1997 (the "First
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 First 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 61st 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 61st Series for a period of fifteen days
next preceding any interest payment date.

     The Bonds of the 61st 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 61st 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.