SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM T-1
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) ____________
______________________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip Code)
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 no.)
40 Franklin Road, S.W.
Roanoke, VA 24011
(Address of principal executive offices) (Zip Code)
_________________________
Debt Securities
(Title of the indenture securities)
*Specific title(s) to be determined in connection with sale(s) of Debt
Securities
GENERAL
ITEM 1. General Information.
Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Superintendent of Banks of the State of 2 Rector Street, New York, N.Y. 10006,
New York and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20549
New York Clearing House Association New York, N.Y.
(b) Whether it is authorized to exercise corporate trust powers:
Yes.
ITEM 2. Affiliations with Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 2.)
_____________________________
ITEM 16. List of Exhibits:
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the
Commission's Rules of Practice.
1. - A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (See Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. - A copy of the existing By-laws of the Trustee. (See Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. - The consent of the Trustee required by Section 321(b) of the Act.
(See Exhibit 6 to Form T-1, Registration Statement No. 33-44051.)
7. - A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority. (See Exhibit 7 to Form T-1, Registration Statement No. 33-
55379.)
2
NOTE
----
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base responsive answer to Item 2, the answer to
said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
___________________________
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a
corporation organized and existing under the laws of the State of New York, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 6th day of February, 1998.
The Bank of New York
By: /s/ Paul J. Schmalzel
----------------------
Paul J. Schmalzel
Assistant Vice President
3
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Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y.10286
And Foreign and Domestic Subsidiaries.
a member of the Federal Reserve System, at the
close of business September 30, 1997, published in
accordance with a call made by the Federal
Reserve Bank of this District pursuant to the provi-
sions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin............ $ 5,004,638
Interest-bearing balances....... 1,271,514
Securities:
Held-to-maturity securities..... 1,105,782
Available-for-sale securites.... 3,164,271
Federal funds sold and Securities
purchased under agreements to
resell.......................... 5,723,829
Loans and lease financing
receivables:
Loans and leases net of unearned
income.............34,916,196
LESS: Allowance for loan and
lease losses..........581,177
LESS: Allocated transfer risk
reserve...................429
Loans and leases, net of unearned
income, allowance, and reserve 34,334,590
Assets held in trading accounts... 2,035,284
Premises and fixed assets (including
capitalized leases)............. 671,664
Other real estate owned........... 13,306
Investments in unconsolidated sub-
sidiaries and associated com-
panies.......................... 210,685
Customers' liability to this bank on
acceptances outstanding......... 1,463,446
Intangible assets................. 753,190
Other assets...................... 1,784,796
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Total assets...................... $ 57,536,995
============
LIABILITIES
Deposits:
In domestic offices............. $ 27,270,824
Noninterest-bearing...12,160,977
Interest-bearing......15,109,847
In foreign offices, Edge and
Agreement subsidiaries, and IBFs 14,687,806
Noninterest-bearing......657,479
Interest-bearing......14,030,327
Federal funds purchased and Secu-
rities sold under agreements to re-
purchase........................ 1,946,099
Demand notes issued to the U.S.
Treasury........................ 283,793
Trading liabilities............... 1,553,539
Other borrowed money:
With remaining maturity of one
year or less................. 2,245,014
With remaining maturity of more
than one year through three
years........................ 0
With remaining maturity of more
than three years............. 45,664
Bank's liability on acceptances exe-
cuted and outstanding........... 1,473,588
Subordinated notes and debentures. 1,018,940
Other liabilities................. 2,193,031
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Total liabilities................. 52,718,298
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EQUITY CAPITAL
Common stock...................... 1,135,284
Surplus........................... 731,319
Undivided profits and capital
reserves........................ 2,943,008
Net unrealized holding gains
(losses) on available-for-sale se-
curities........................ 25,428
Cumulative foreign currency transla-
tion adjustments................ ( 16 342)
------------
Total equity capital.............. 4,818,697
------------
Total liabilites and equity capital $ 57,536,995
============
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued by the Board
of Governors of the Federal Reserve System and is true to the best of my
knowledge and belief.
Robert E. Keilman
We the undersigned directors to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of
our knowledge and belief has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve
System and is true and correct.
J. Carter Bacot }
Thomas A. Renyi } Directors
Alan R. Griffth }