SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1
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STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) _____

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THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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APPALACHIAN POWER COMPANY
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

VIRGINIA 54-0124790
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

40 FRANKLIN ROAD
ROANOKE, VIRGINIA 24011
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
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INFORMATION AS TO THE TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
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IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
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PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not Applicable.

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago and State of Illinois, on the 14th day of February,
1997.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

BY /S/ RICHARD D. MANELLA

RICHARD D. MANELLA
VICE PRESIDENT

* EXHIBITS 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK
OF CHICAGO, FILED AS EXHIBIT 25.1 TO THE REGISTRATION STATEMENT ON FORM S-3 OF
SUNAMERICA INC. FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 25,
1996 (REGISTRATION NO. 333-14201).

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

February 14, 1997

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of an indenture between Appalachian Power
Company and The First National Bank of Chicago, the undersigned, in accordance
with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby
consents that the reports of examinations of the undersigned, made by Federal or
State authorities authorized to make such examinations, may be furnished by such
authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

BY: /S/ RICHARD D. MANELLA

RICHARD D. MANELLA
VICE PRESIDENT

EXHIBIT 7

Legal Title of Bank: The First National Bank of Chicago Call Date: 09/30/96 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
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CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1996

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

DOLLAR AMOUNTS IN C400 LESS THAN
------------ ---------
THOUSANDS RCFD BIL MIL THOU
----------------- ---- ------------

ASSETS

1. Cash and balances due from depository institutions (from
Schedule RC-A):
a. Noninterest-bearing
balances and
currency and coin(1) 0081 4,041,784 1.a.
b. Interest-bearing
balances(2) 0071 5,184,890 1.b.
2. Securities
a. Held-to-maturity
securities(from
Schedule RC-B,
column A) 1754 0 2.a.
b. Available-for-sale
securities (from
Schedule RC-B,
column D)............ 1773 3,173,481 2.b.
3. Federal funds sold and securities purchased under agreements
to resell in domestic offices of the bank and its Edge and
Agreement subsidiaries, and in IBFs:
a. Federal Funds sold 0276 3,505,874 3.a.
b. Securities
purchased under
agreements to resell 0277 145,625 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C) RCFD 2122 22,835,958 4.a.
b. LESS: Allowance for loan and lease losses RCFD 3123 418,851 4.b.
c. LESS: Allocated transfer risk reserve RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a
minus 4.b and 4.c) 2125 22,417,107 4.d.
5. Assets held in trading accounts 3545 8,121,948 5.
6. Premises and fixed assets (including capitalized leases) 2145 707,971 6.
7. Other real estate owned (from Schedule RC-M) 2150 9,184 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) 2130 53,803 8.
9. Customers' liability to this bank on acceptances outstanding 2155 626,690 9.
10. Intangible assets (from Schedule RC-M) 2143 310,246 10.
11. Other assets (from Schedule RC-F) 2160 1,658,123 11.
12. Total assets (sum of items 1 through 11) 2170 49,956,726 12.

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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

Legal Title of Bank: The First National Bank of Chicago Call Date: 09/30/96 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
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SCHEDULE RC-CONTINUED
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
----------------- ------------

LIABILITIES
13. Deposits:
a. In domestic offices (sum
of totals of columns A and C
from Schedule RC-E, part 1) RCON 2200 22,369,341 13.a.
(1) Noninterest-bearing(1) RCON 6631 9,726,987 13.a.(1)
(2) Interest-bearing RCON 6636 12,642,354 13.a.(2)
b. In foreign offices, Edge and
Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II) RCFN 2200 10,026,286 13.b.
(1) Noninterest bearing RCFN 6631 336,746 13.b.(1)
(2) Interest-bearing RCFN 6636 9,689,540 13.b.(2)
14. Federal funds purchased and
securities sold under
agreements to repurchase in domestic
offices of the bank and of
its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal funds
purchased RCFD 0278 884,553 14.a.
b. Securities sold
under agreements to
repurchase RCFD 0279 717,211 14.b.
15. a. Demand notes issued to the RCON 2840 14,120 15.a.
U.S. Treasury
b. Trading Liabilities RCFD 3548 5,409,585 15b.
16. Other borrowed money:
a. With original maturity of one year
or less RCFD 2332 3,414,577 16.a.
b. With original
maturity of more
than one year RCFD 2333 46,685 16b.
17. Mortgage indebtedness and
obligations under capitalized leases RCFD 2910 285,671 17.
18. Bank's liability on
acceptance executed and outstanding RCFD 2920 626,690 18.
19. Subordinated notes and debentures RCFD 3200 1,250,000 19.
20. Other liabilities (from Schedule RC-G) RCFD 2930 1,005,205 20.
21. Total liabilities (sum of items 13 through 20) RCFD 2948 46,049,924 21.
22. Limited-Life preferred stock and related surplus RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus RCFD 3838 0 23.
24. Common stock RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) RCFD 3839 2,925,894 25.
26. a. Undivided profits
and capital reserves RCFD 3632 770,670 26.a.
b. Net unrealized holding gains (losses) on
available-for-sale securities RCFD 8434 10,194 26.b.
27. Cumulative foreign currency translation adjustments RCFD 3284 (814) 27.
28. Total equity capital (sum of items 23 through 27) RCFD 3210 3,906,802 28.
29. Total liabilities, limited-life preferred stock,
and equity capital (sum of items 21, 22, and 28) RCFD 3300 49,956,726 29.

Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the
statement below that best describes the most
comprehensive level of auditing work performed for
the bank by independent external Number

auditors as of any date during 1995 .............RCFD 6724 . .... N/A M.1.

1 = Independent audit of the bank 4. = Directors' examination of the bank performed
conducted in accordance by other external auditors (may be required
with generally accepted by state chartering authority)
auditing standards by a certified
public accounting firm which
submits a report on the bank
2 = Independent audit of the 5 = Review of the bank's financial statements by
bank's parent holding company external auditors
conducted in accordance with
generally accepted auditing
standards by a certified 6 = Compilation of the bank's financial
public accounting firm which statements by external auditors
submits a report on the
consolidated holding company
(but not on the bank 7 = Other audit procedures (excluding tax
separately) preparation work)
3 = Directors' examination of the 8 = No external audit work
bank conducted in
accordance with generally
accepted auditing standards
by a certified public accounting
firm (may be required by
state chartering authority)

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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.