SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.






                                  FORM U-6B-2






                          CERTIFICATE OF NOTIFICATION




            Filed by a registered holding company or subsidiary thereof pursuant
to Rule 52 adopted under the Public Utility Holding Company Act of 1935.






              Certificate is filed by Appalachian Power Company.






            This Certificate is notice that the above-named company has issued,
renewed or guaranteed the security or securities described herein, which issue,
renewal or guaranty was exempted from the provisions of Section 6(a) of the Act
by the provisions of Section 6(b) of the Act and was neither the subject of a
Declaration or Application on Form U-1, nor included within the exemption
provided by Rule U-48.





1.    Type of security or securities:

            Floating Rate Notes, Series B, Due 2003

2.    Issue, renewal or guaranty:

            Issuance

3.    Principal amount of each security:

            $ 125,000,000

4.    Rate of interest per annum of each security:

            Reset quarterly based on the three-month LIBOR rate plus 0.70%

5.    Date of issue, renewal or guaranty of each security:

            August 20, 2001

6.    If renewal of security, give date of original issue:

            Not applicable

7.    Date of maturity of each security:

            August 20, 2003

8.    Name of persons to whom each security was issued, renewed or guaranteed:

            CEDE & Co., a nominee of The Depository Trust Company

9.    Collateral given with each security:

            None

10.   Consideration received for each security:

            Consideration received in amount of $124,687,500

11.   Application of proceeds of each security:

            The net proceeds from the sale of the securities were used to redeem
            maturing long-term debt, to fund its construction program or to
            repay short-term debt.

12.   Indicate by a check after the applicable statement below whether the
      issue, renewal or guaranty of each security was exempt from the provision
      of Section 6(a) because of:

          (a)   the provisions contained in the first sentence of Section 6(b).

          (b)   the provisions contained in the fourth sentence of Section 6(b).

          (c)   the  provisions contained in any rule of the Commission other
                than Rule U-48.  X

13.   If the security or securities were exempt from the provisions of Section
      6(a) by virtue of the first sentence of Section 6(b), give the figures
      which indicate that the security or securities aggregate (together with
      all other then outstanding notes and drafts of a maturity of nine months
      or less, exclusive of days of grace, as to which such company is primarily
      or secondarily liable) not more than 5 per centum of the principal amount
      and par value of the other securities of such company then outstanding.

            Not applicable

14.   If the security or securities are exempt from the provisions of Section
      6(a) because of the fourth sentence of Section 6(b), name the security
      outstanding on January 1, 1935, pursuant to the term of which the security
      or securities herein described have been issued.

            Not applicable

15.   If the security or securities are exempt from the provisions of Section
      6(a) because of any rule of the Commission other than Rule U-48, designate
      the rule under which exemption is claimed.

            Rule 52 relating to issuance of indebtedness by public utility
            subsidiaries of registered holding companies


                              APPALACHIAN POWER COMPANY


                               /s/ Thomas G. Berkemeyer
                              Thomas G. Berkemeyer
                               Assistant Secretary


Dated:      September 19, 2001