Exhibit 8




                                             September 3, 1996


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

Dear Sirs:

     We have acted as special United States tax counsel to
Appalachian Power Company (the "Company") in connection with
the preparation and filing of the Registration Statement on
Form S-3 filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in respect
of Junior Subordinated Debentures to be offered by the
Company.  In that connection, we have given the opinions
contained in the section entitled "Certain United States
Federal Income Tax Consequences" in the Registration Statement
and related prospectuses. 

     We hereby confirm that our opinions referenced in this
letter are accurate and hereby consent to the filing of this
letter as an Exhibit to the Registration Statement and to the
use of our name in the section entitled "Certain United States
Federal Income Tax Consequences" in the Registration Statement
and related prospectuses.

     We do not express any opinion herein concerning any law
other than the federal law of the United States.

                         Very truly yours,

                         /s/ Simpson Thacher & Bartlett

                         SIMPSON THACHER & BARTLETT