SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
CERTIFICATE OF NOTIFICATION
Filed by a registered holding company or subsidiary thereof
pursuant to Rule 52 adopted under the Public Utility Holding
Company Act of 1935.
Certificate is filed by Appalachian Power Company.
This Certificate is notice that the above-named company has
issued, renewed or guaranteed the security or securities described
herein, which issue, renewal or guaranty was exempted from the
provisions of Section 6(a) of the Act by the provisions of Section
6(b) of the Act and was neither the subject of a Declaration or
Application on Form U-1, nor included within the exemption provided
by Rule U-48.
1. Type of security or securities:
First Mortgage Bonds, Designated Secured Medium Term Notes
2. Issue, renewal or guaranty:
Issuance
3. Principal amount:
$48,000,000 First Mortgage Bond, Designated Secured Medium
Term Note, 6.35% Series due March 1, 2000
4. Rate of interest: 6.35%
5. Date of issue, renewal or guaranty: February 19, 1997
6. If renewal of security, give date of original issue:
Not applicable
7. Date of maturity: March 1, 2000
8. Name of persons to whom each security was issued, renewed or
guaranteed:
CEDE & Co., a nominee of The Depository Trust Company
9. Collateral given:
The First Mortgage Bonds, Designated Secured Medium Term
Notes, are issued pursuant to the Company's Mortgage and Deed
of Trust dated December 1, 1940 covering substantially all its
operating assets.
10. Consideration received:
Consideration received in amount of $47,832,000
11. Application of proceeds:
The proceeds from the sale of the securities were used to
refund long-term debt of the Company and to repay short-trm
unsecured indebtedness.
12. Indicate by a check after the applicable statement below
whether the issue, renewal or guaranty of each security was
exempt from the provision of Section 6(a) because of:
a. the provisions contained in the first sentence of Section
6(b).
b. the provisions contained in the fourth sentence of
Section 6(b).
c. the provisions contained in any rule of the Commission
other than Rule U-48. X
13. If the security or securities were exempt from the provisions
of Section 6(a) by virtue of the first sentence of Section
6(b), give the figures which indicate that the security or
securities aggregate (together with all other then outstanding
notes and drafts of a maturity of nine months or less,
exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of
the principal amount and par value of the other securities of
such company then outstanding.
Not applicable
14. If the security or securities are exempt from the provisions
of Section 6(a) because of the fourth sentence of Section
6(b), name the security outstanding on January 1, 1935,
pursuant to the term of which the security or securities
herein described have been issued.
Not applicable
15. If the security or securities are exempt from the provision of
Section 6(a) because of any rule of the Commission other than
Rule U-48, designate the rule under which exemption is
claimed,
Rule 52 relating to issuance of first mortgage bonds by
public utility subsidiaries of registered holding
companies.
APPALACHIAN POWER COMPANY
_/s/ John M. Adams, Jr.___
John M. Adams, Jr.
Assistant Secretary
Dated: May 6, 1997
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