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                                  EXHIBIT 4(c)
October 19, 1999

                    Company Order and Officers' Certificate
                             Senior Notes, Series D

The Bank of New York, as Trustee
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Division

Ladies and Gentlemen:

Pursuant to Article Two of the Indenture, dated as of January 1, 1998 (as it may
be amended or supplemented,  the  "Indenture"),  from Appalachian  Power Company
(the  "Company")  to The Bank of New York, as trustee (the  "Trustee"),  and the
Board  Resolutions  dated  February 24,  1999, a copy of which  certified by the
Secretary or an Assistant  Secretary of the Company is being delivered  herewith
under  Section  2.01  of the  Indenture,  and  unless  otherwise  provided  in a
subsequent Company Order pursuant to Section 2.04 of the Indenture,

            1. The Company's Senior Notes,  Series D, Due 2004 (the "Notes") are
      hereby established.  The Notes shall be in substantially the form attached
      hereto as Exhibit 1.

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

            (i)  the   aggregate   principal   amount  of  Notes  which  may  be
            authenticated  and delivered under the Indenture shall be limited to
            $50,000,000,  except  as  contemplated  in  Section  2.01(i)  of the
            Indenture;

            (ii)  the date on which the  principal of the Notes shall be payable
                  shall be November 1, 2004;

             (iii) interest shall accrue from the date of  authentication of the
            Notes;  the Interest  Payment  Dates on which such  interest will be
            payable  shall be May 1 and November 1, and the Regular  Record Date
            for the  determination of holders to whom interest is payable on any
            such  Interest  Payment  Date  shall be the April 15 or  October  15
            preceding  the relevant  Interest  Payment  Date;  provided that the
            first  Interest  Payment  Date  shall be May 1,  2000  and  interest
            payable on the Stated  Maturity Date or any Redemption Date shall be
            paid to the Person to whom principal shall be paid;

            (iv) the interest rate at which the Notes shall bear interest  shall
            be 7.45% per annum;

            (v) the Notes shall be redeemable  at the option of the Company,  in
            whole at any time or in part from  time to time,  upon not less than
            thirty but not more than sixty days'  previous  notice given by mail
            to the registered owners of the Notes at a redemption price equal to
            the greater of (i) 100% of the  principal  amount of the Notes being
            redeemed  and (ii) the sum of the  present  values of the  remaining
            scheduled  payments  of  principal  and  interest on the Notes being
            redeemed  (excluding the portion of any such interest accrued to the
            date of redemption)  discounted (for purposes of determining present
            value) to the  redemption  date on a semi-annual  basis  (assuming a
            360-day year  consisting  of twelve  30-day  months) at the Treasury
            Rate (as defined  below) plus 20 basis  points,  plus, in each case,
            accrued interest thereon to the date of redemption.

            "Treasury Rate" means, with respect to any redemption date, the rate
            per annum equal to the semi-annual  equivalent  yield to maturity of
            the Comparable  Treasury Issue,  assuming a price for the Comparable
            Treasury Issue  (expressed as a percentage of its principal  amount)
            equal to the Comparable Treasury Price for such redemption date.

            "Comparable   Treasury  Issue"  means  the  United  States  Treasury
            security  selected by an Independent  Investment  Banker as having a
            maturity comparable to the remaining term of the Notes that would be
            utilized,  at the time of selection and in accordance with customary
            financial  practice,   in  pricing  new  issues  of  corporate  debt
            securities  of  comparable  maturity  to the  remaining  term of the
            Notes.

            "Comparable  Treasury  Price" means,  with respect to any redemption
            date, (i) the average of the bid and asked prices for the Comparable
            Treasury Issue (expressed in each case a percentage of its principal
            amount) on the third Business Day preceding such redemption date, as
            set  forth  in the  daily  statistical  release  (or  any  successor
            release)  published  by the  Federal  Reserve  Bank of New  York and
            designated  "Composite  3:30 p.m.  Quotations  for U. S.  Government
            Securities"  or (ii) if such release (or any  successor  release) is
            not published or does not contain such prices on such third Business
            Day, the Reference  Treasury  Dealer  Quotation for such  redemption
            date.

            "Independent  Investment Banker" means one of the Reference Treasury
            Dealers  appointed by the Company and  reasonably  acceptable to the
            Trustee.

            "Reference   Treasury   Dealer"   means  a  primary  U.  S.
            government  securities  dealer in New York City selected by
            the Company and reasonably acceptable to the Trustee.

            "Reference  Treasury Dealer  Quotation"  means,  with respect to the
            Reference  Treasury Dealer and any redemption date, the average,  as
            determined  by the  Trustee,  of the bid and  asked  prices  for the
            Comparable Treasury Issue (expressed in each case as a percentage of
            its  principal  amount)  quoted in  writing  to the  Trustee by such
            Reference  Treasury  Dealer at or before  5:00  p.m.,  New York City
            time, on the third Business Day preceding such redemption date.

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

            (vii) the title of the Notes shall be "Senior  Notes,  Series D, Due
            2004";

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

            (ix)  not applicable;

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

            (xi)  not applicable;

            (xii) not applicable;

            (xiii) not applicable;

            (xiv) the Notes shall be issuable in denominations of $1,000 and any
            integral multiple thereof;

            (xv)  not applicable;

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

            (xvii) not applicable;

            (xviii) not applicable; and

            (xix) not applicable.

            3. You are hereby  requested to authenticate  $50,000,000  aggregate
      principal  amount of 7.45% Senior Notes,  Series D, Due 2004,  executed by
      the Company and delivered to you concurrently  with this Company Order and
      Officers' Certificate, in the manner provided by the Indenture.

            4. You are hereby  requested to hold the Notes as custodian  for DTC
      in accordance with the Letter of  Representations  dated October 13, 1999,
      from the Company and the Trustee to DTC.

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

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

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

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

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

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

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

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

Very truly yours,

APPALACHIAN POWER COMPANY


By:   /s/ A. A. Pena
           Treasurer


And:  /s/ Thomas G. Berkemeyer
        Assistant Secretary


Acknowledged by Trustee:


By:     /s/ Michael Culhane
       Authorized Signatory