FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
APPALACHIAN POWER COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-0124790
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
40 Franklin Road, S.W., Roanoke, Virginia 24011
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [X]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
7.20% Senior Notes, New York Stock Exchange
Series A, Due 2038
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Securities to be Registered.
The description of securities under the heading
"DESCRIPTION OF NEW SENIOR NOTES" in the Registrant's
Prospectus relating to the Registrant's 7.20% Senior
Notes, Series A, Due 2038, filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, is hereby
incorporated herein by reference from said Registration
Statement No. 333-45927.
Item 2. Exhibits.
1. Registration Statement on Form S-3, filed by the Company
(Registration Statement No. 333-45927) (incorporated
herein by reference).
2. Indenture, dated as of January 1, 1998, between the
Registrant and The Bank of New York, as Trustee, as
supplemented by a Company Order and Officers'
Certificate, dated as of January 21, 1998, and as to be
further supplemented by a Company Order and Officers'
Certificate relating to the 7.20% Senior Notes, Series A,
Due 2038, is incorporated by reference from the
Registrant's Form S-3 Registration Statement filed with
the Securities and Exchange Commission and effective on
February 17, 1998 (Registration Statement No. 333-45927,
Exhibits 4(a), 4(b) and 4(c)).
Exhibits heretofore filed with the Securities and
Exchange Commission and designated as set forth above are hereby
incorporated herein by reference and made a part hereof with the
same effect as if filed herewith.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
APPALACHIAN POWER COMPANY
(Registrant)
By:_/s/ G. P. Maloney______________
G. P. Maloney, Vice President
Date: February 27, 1998
