Exhibit
3(b)




APPALACHIAN
POWER COMPANY





BY-LAWS





Amended
and Restated as of 2/26/08





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 shares of the
corporation’s stock may be certificated or uncertificated, as provided for under
Virginia law, and shall be entered in the books of the corporation and
registered as they are issued. Shares of stock of the corporation may be
transferred on the books of the corporation in the manner provided by law and,
except by the order of a court in some proper proceeding, only upon (i)
surrender to the corporation or its transfer agent of a certificate representing
shares, duly endorsed or accompanied by proper evidence of succession,
assignation, or authority to transfer, with such proof of the authenticity of
the signature as the corporation or its agents may reasonably require in the
case of shares evidenced by a certificate or certificates or (ii) receipt of
transfer instructions from the registered owner of uncertificated shares
reasonably acceptable to the corporation.  (As amended
12/12/07)





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, electronic mail or telegraph to
the usual business or residence address of the director shall be
sufficient.  One-third 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. (As amended
2/26/08)





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.  One-third of the directors shall constitute
a quorum for the transaction of business.  (As amended
2/26/08)

















APPALACHIAN
POWER COMPANY























BY-LAWS

























As
Amended February 26, 2008