Exhibit 23(c)


                        February 20, 1996


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

                    Appalachian Power Company
                 First Mortgage Bonds and Notes

Dear Sirs:

     We hereby consent to the making of the statements in respect
to our firm under the caption "LEGAL OPINIONS" in the
Registration Statement (and in the prospectus included therein)
on Form S-3 of Appalachian Power Company that is being filed on
or about February 20, 1996 with the Securities and Exchange
Commission in regard to the issuance and sale of up to
$155,000,000 aggregate principal amount of its Debt Securities
consisting of First Mortgage Bonds (the New Bonds) and/or its
unsecured debt securities (the Notes).  The New Bonds shall be
issued in one or more series under the Mortgage and Deed of Trust
dated as of December 1, 1940, as heretofore supplemented and
amended and as to be further supplemented and amended by one or
more Indentures Supplemental to Mortgage and Deed of Trust to be
entered into in connection with the New Bonds.  The Notes shall
be issued in one or more series under an Indenture to be entered
into and to be supplemented by one or more SUpplemental
Indentures in connection with the Notes.

                                   Yours very truly,

                                   /s/ Hunton & Williams

                                   HUNTON & WILLIAMS




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