Exhibit 5


                               July 30, 1999


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

Ladies and Gentlemen:

      We have acted as counsel to Appalachian Power Company, a
Virginia corporation (the "Company"), in connection with the
Registration Statement on Form S-3 (the "Registration Statement")
filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended
(the "Act"), relating to Unsecured Notes (the "Unsecured Notes")
to be issued under an Indenture, dated as of January 1, 1998 (the
"Indenture"), between the Company and The Bank of New York, as
Trustee (the "Trustee").  The Unsecured Notes may be issued and
sold or delivered from time to time as set forth in the
Registration Statement, any amendment thereto, the prospectus
contained therein (the "Prospectus") and supplements to the
Prospectus and pursuant to Rule 415 under the Act for an
aggregate initial offering price not to exceed $250,000,000.

      We have examined the Registration Statement and the
Indenture, which has been filed with the Commission as an exhibit
to the Registration Statement.  We also have examined the
originals, or duplicates or certified or conformed copies, of
such records, agreements, instruments and other documents and
have made such other and further investigations as we have deemed
relevant and necessary in connection with the opinions expressed
herein.  As to questions of fact material to this opinion, we
have relied upon certificates of public officials and of officers
and representatives of the Company.

      In rendering the opinions set forth below, we have assumed
the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents.
We also have assumed that: (1) the Indenture is the valid and
legally binding obligation of the Trustee; and (2) the Company is
validly existing under the laws of Virginia.

      We have assumed further that (1) the Company has duly
authorized, executed and delivered the Indenture and (2)
execution, delivery and performance by the Company of the
Indenture and the Unsecured Notes do not and will not violate the
laws of Virginia or any other applicable laws (excepting the laws
of the State of New York and the Federal laws of the United
States).

      Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion that:
assuming (a) the taking of all necessary corporate action to
approve the issuance and terms of the Unsecured Notes, the terms
of the offering thereof and related matters by the Board of
Directors of the Company, a duly constituted and acting committee
of such Board or duly authorized officers of the Company (such
Board of Directors, committee or authorized officers being
referred to herein as the "Board") and (b) the due execution,
authentication, issuance and delivery of such Unsecured Notes,
upon payment of the consideration therefor provided for in the
applicable definitive purchase, underwriting or similar agreement
approved by the Board and otherwise in accordance with the
provisions of the Indenture and such agreement, such Unsecured
Notes will constitute valid and legally binding obligations of
the Company enforceable against the Company in accordance with
their terms, subject to the effects of (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights
generally, (ii) general equitable principles (whether considered
in a proceeding in equity or at law) and (iii) an implied
covenant of good faith and fair dealing.

      We are members of the Bar of the State of New York, and we
do not express any opinion herein concerning any law other than
the law of the State of New York and the Federal law of the
United States.

      We consent to the filing of this opinion letter as Exhibit 5
to the Registration Statement and to the use of our name under
the caption "Legal Opinions" in the Prospectus included in the
Registration Statement.


                          Very truly yours,

                          /s/ Simpson Thacher & Bartlett

                          SIMPSON THACHER & BARTLETT