Exhibit 5






                          April 4, 1995


Appalachian Power Company
40 Franklin Road, S.W.
Roanoke, Virginia 24011

Dear Sirs:

     With respect to the Registration Statement on Form S-3 of
Appalachian Power Company (the "Company") relating to the
issuance and sale by the Company, in one or more transactions
from time to time, of its Debt Securities (the "Debt
Securities"), under the Mortgage and Deed of Trust of the Company
dated as of December 1, 1940, as supplemented and amended and as
to be supplemented and amended in connection with the issue and
sale of the Debt Securities, we wish to advise you as follows:

     We are of the opinion that, when the steps mentioned in the
next paragraph below have been taken, the Debt Securities will be
valid and legally binding obligations of the Company, subject to
the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at
law) and an implied covenant of good faith and fair dealing.

     The steps to be taken which are referred to in the next
preceding paragraph consist of the following:

          (1)  Appropriate definitive action by the Board of
               Directors of the Company with respect to the
               proposed transactions set forth in said
               Registration Statement;

          (2)  Appropriate action by and before the State
               Corporation Commission of Virginia and the
               Tennessee Public Service Commission in respect of
               the proposed transactions set forth in said
               Registration Statement;

          (3)  Compliance with the Securities Act of 1933, as
               amended, and with the Trust Indenture Act of 1939,
               as amended;

          (4)  Execution and delivery of one or more proposed
               Indentures Supplemental to Indenture of Mortgage
               and Deed of Trust under which the Debt Securities
               will be issued, and the recording and filing
               thereof in all required offices of record in
               Virginia, West Virginia and Tennessee; and

          (5)  Issuance and sale of the Debt Securities by the
               Company in accordance with the Mortgage and Deed
               of Trust and with the governmental and corporate
               authorizations aforesaid.

     Insofar as this opinion relates to matters governed by laws
of the Commonwealth of Virginia or the States of West Virginia or
Tennessee, this firm has consulted, and may consult further, with
local counsel in which this firm has confidence and will rely, as
to such matters, upon such opinions or advice of such counsel
which will be delivered to this firm prior to the closing of the
sale of the Debt Securities.  This opinion does not purport, and
it is not intended, to cover any questions relating to property
titles, franchises or the lien of the above-mentioned Mortgage
and Deed of Trust.

     We consent to the filing of this opinion as an exhibit to
said Registration Statement and to the use of our name and the
inclusion of the statements in regard to us set forth in said
Registration Statement under the caption "Legal Opinions".

                                   Very truly yours,

                                   /s/ Simpson Thacher & Bartlett

                                   SIMPSON THACHER & BARTLETT