Exhibit 4(d)


                    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 300,000
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 _____% Cumulative Preferred Stock".

          (b)  The annual dividend rate for such series shall be
     _____% 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 August 1, 1994, shall be cumulative, shall be the
     date of original issuance of the shares of such series.

          (c)  Such series shall not be subject to redemption
     except as provided in subparagraph (e) below.

          (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
     August 1 of each year commencing with the year 2000, redeem
     as and for a sinking fund requirement, 60,000 shares of the
     _____% Cumulative Preferred Stock at a sinking fund
     redemption price of $100 per share plus accrued unpaid
     dividends to the date of redemption.  The sinking fund
     requirement shall be cumulative so that if on any such
     August 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 August 1 on which such redemption may be
     effected.

              (2)   The Corporation shall have the non-cumulative
     option, on any sinking fund date as provided in subparagraph
     (e)(1), to redeem at the sinking fund redemption price of
     $100 per share plus accrued and unpaid dividends to the date
     of redemption up to an additional 60,000 shares of such
     series.  No redemption made pursuant to this subparagraph
     (e)(2) shall be deemed to fulfill any sinking fund
     redemption established pursuant to subparagraph (e)(1).

               (3)  The Corporation shall be entitled, at its
     election, to credit against the sinking fund requirement due
     on August 1 of any year pursuant to subparagraph (e)(1)
     shares of such series theretofore purchased or otherwise
     acquired by the Corporation (other than pursuant to the
     option provided by subparagraph (e)(2)) 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 have any
     special rights other than those specified herein.

     3.   The amendment was adopted on __________, 1994.

     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 _______________, 1994.

                                   APPALACHIAN POWER COMPANY


                                   By_______________________
                                     (Jeffrey D. Cross)
                                     Assistant Secretary


_______________, 1994