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                                                                    EXHIBIT 3(e)
                            APPALACHIAN POWER COMPANY

                                     BY-LAWS

                           As Amended October 24, 2001


     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 affairs of the corporation shall be managed by a Board
of Directors  consisting of such number,  not less than three nor more than
fifteen  members,  as  shall  be fixed  from  time to time by the  Board of
Directors or by the shareholders at the annual meeting or a special meeting
held for such purpose.  The directors need not be shareholders.  A majority
of the directors shall constitute a quorum for the transaction of business.
(As amended 10/24/01)