SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                December 23, 1996
                Date of Report (Date of earliest event reported)

                            APPALACHIAN POWER COMPANY
             (Exact name of registrant as specified in its charter)


        Virginia                      1-3457            54-0124790
(State or other jurisdiction of    (Commission        (I.R.S. employer
incorporation or organization)      file number)     identification no.)

                                40 Franklin Road
                             Roanoke, Virginia 24011
          (Address of principal executive offices, including zip code)


                                 (540) 985-2300
              (Registrant's telephone number, including area code)


ITEM 5.     Other Events

During the audit of Appalachian Power Company's ("APCo")
consolidated Federal income tax returns for the years 1991 through
1993, Internal Revenue Service ("IRS") agents requested a ruling
from their National Office that certain interest deductions related
to corporate owned life insurance claimed by APCo for these years 
should be disallowed.  On December 23, 1996, APCo filed a brief
with the National Office of the IRS refuting the agents' position. 
Although adjustments have not been proposed, a disallowance of
these interest deductions through December 31, 1996 would have an
adverse effect on earnings of approximately $62 million (including
interest).  APCo believes it will ultimately prevail on this issue
and would vigorously contest any adjustments which may be assessed. 
Accordingly, APCo has not recorded any amounts with respect to such
matters.

                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                     APPALACHIAN POWER COMPANY
                                           (Registrant)

                                        /s/ A. A. Pena
                                     A. A. Pena, Treasurer
Dated:  January 21, 1997