Exhibit 4(c)


                    APPALACHIAN POWER COMPANY

                      ARTICLES OF AMENDMENT

                             to the

         RESTATED ARTICLES OF INCORPORATION, AS AMENDED



     1.   The name of the corporation is APPALACHIAN POWER
COMPANY.

     2.   The amendment is to create a new Series of 500,000
shares of Cumulative Preferred Stock, without par value,
consisting of shares of such Cumulative Preferred Stock with
designation, description and terms as follows:

          (a)  The distinctive serial designation of such series
     shall be "5.90% Cumulative Preferred Stock".

          (b)  The annual dividend rate for such series shall be
     5.90% per share per annum, which dividend shall be
     calculated, per share, at such percentage multiplied by
     $100, and the date from which dividends on all shares of
     said series issued prior to the record date for the dividend
     payable February 1, 1994, shall be cumulative, shall be the
     date of initial issuance of the shares of such series.

          (c)  Such series shall not be subject to redemption
     prior to November 1, 2003; the regular redemption price for
     shares of such series shall be $100 per share on or after
     November 1, 2003, plus an amount equal to accrued and unpaid
     dividends to the date of redemption.

          (d)  The preferential amounts to which the holders of
     shares of such series shall be entitled upon any voluntary
     or involuntary liquidation, dissolution or winding up of the
     Corporation shall be $100 per share, plus accrued and unpaid
     dividends.

          (e)(1)   A sinking fund shall be established for the
     retirement of the shares of such series.  So long as there
     shall remain outstanding any shares of such series, the
     Corporation shall, to the extent not prohibited by law, on
     November 1, 2003, and on each November 1 thereafter to and
     including November 1, 2007, redeem as and for a sinking fund
     requirement, a number of shares equal to 5% of the total
     number of shares initially classified as 5.90% Cumulative
     Preferred Stock in these Articles of Amendment at a sinking
     fund redemption price of $100 per share plus accrued unpaid
     dividends to the date of redemption.  The remaining shares
     of such series outstanding on November 1, 2008 will be
     redeemed as a final sinking fund requirement, to the extent
     not prohibited by law, on such date at a sinking fund
     redemption price of $100 per share plus accrued and unpaid
     dividends to the date of redemption.  The sinking fund
     requirement shall be cumulative so that if on any such
     November 1 the sinking fund requirement shall not have been
     met, then such sinking fund requirement, to the extent not
     met, shall become an additional sinking fund requirement for
     the next succeeding November 1 on which such redemption may
     be effected.

              (2)   The Corporation shall be entitled, at its
     election, to credit against the sinking fund requirement due
     on November 1 of any year pursuant to subparagraph (e)(1)
     shares of such series theretofore purchased or otherwise
     acquired by the Corporation and not previously credited
     against any such sinking fund requirement.

          (f)  The shares of such series shall not have any
     rights to convert the same into and/or purchase stock of any
     other series or class or any other securities, or any
     special rights other than those specified herein.

     3.   The amendment was adopted on October 21, 1993.

     4.   The amendment was duly adopted by the Board of
Directors of the Corporation without shareholder action and
shareholder action was not required.

     5.   The amendment, and the certificate issued by the
Virginia State Corporation Commission related thereto, shall be
effective on November 4, 1993.

                                   APPALACHIAN POWER COMPANY


                                   By_/s/ Jeffrey D. Cross__
                                     (Jeffrey D. Cross)
                                     Assistant Secretary


October 28, 1993