File No. 70-5503


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                       ----------------------------------

                         POST-EFFECTIVE AMENDMENT NO. 23
                                       TO
                                    FORM U-1
                       ----------------------------------

                           APPLICATION OR DECLARATION

                                    under the

                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                      * * *

                            APPALACHIAN POWER COMPANY
                    40 Franklin Road, Roanoke, Virginia 24011
                    -----------------------------------------
                   (Name of company filing this statement and
                    addresses of principal executive offices)

                                      * * *

                      AMERICAN ELECTRIC POWER COMPANY, INC.
                     1 Riverside Plaza, Columbus, Ohio 43215
                     ---------------------------------------
                     (Name of top registered holding company
                     parent of each applicant or declarant)

                                      * * *

                 A. A. Pena, Senior Vice President and Treasurer
                   AMERICAN ELECTRIC POWER SERVICE CORPORATION
                     1 Riverside Plaza, Columbus, Ohio 43215


                         Susan Tomasky, General Counsel
                   AMERICAN ELECTRIC POWER SERVICE CORPORATION
                     1 Riverside Plaza, Columbus, Ohio 43215
                     ---------------------------------------
                   (Names and addresses of agents for service)



      The undersigned Appalachian Power Company ("Appalachian"), a wholly-owned
utility subsidiary of American Electric Power Company, Inc. ("AEP"), a holding
company registered under the Public Utility Holding Company Act of 1935 ("1935
Act"), hereby amends as follows its Application or Declaration on Form U-1 in
File No. 70-5503, as heretofore amended:

      1.    By amending and restating the paragraphs regarding Rule 54 as
follows:

                             Compliance with Rule 54

      Rule 54 provides that, in determining whether to approve an application
which does not relate to any EWG or FUCO, the Commission shall not consider the
effect of the capitalization or earnings of any such EWG or FUCO which is a
subsidiary of a registered holding company if the requirements of Rule 53(a),
(b) and (c) are satisfied.

      AEP consummated the merger with Central and South West Corporation on June
15, 2000 pursuant to an order issued June 14, 2000 (HCAR No. 27186), which
further authorized AEP to invest up to 100% of its consolidated retained
earnings, with consolidated retained earnings to be calculated on the basis of
the combined consolidated retained earnings of AEP and CSW (as extended pursuant
to HCAR No. 27316, December 26, 2000, the "Rule 53(c) Order").

      AEP currently meets all of the conditions of Rule 53(a) and none of the
conditions set forth in Rule 53(b) exist or will exist as a result of the
transactions proposed herein.

      Rule 53(a)(1) At June 30, 2001, AEP's "aggregate investment", as defined
in Rule 53(a)(1), in EWGs and FUCOs was approximately $1.315 billion, or about
40.6% of AEP's "consolidated retained earnings", also as defined in Rule
53(a)(1), for the four quarters ended June 30, 2001 ($3.242 billion).

      Rule 53(a)(2) Each FUCO in which AEP invests will maintain books and
records and make available the books and records required by Rule 53(a)(2).

      Rule 53(a)(3) No more than 2% of the employees of the electric utility
subsidiaries of AEP will, at any one time, directly or indirectly, render
services to any FUCO.

      Rule 53(a)(4) AEP has submitted and will submit a copy of Item 9 and
Exhibits G and H of AEP's Form U5S to each of the public service commissions
having jurisdiction over the retail rates of AEP's electric utility
subsidiaries.

      Rule 53(b) (i) Neither AEP nor any subsidiary of AEP is the subject of any
pending bankruptcy or similar proceeding; (ii) AEP's average consolidated
retained earnings for the four quarters ended June 30, 2001 ($3,242,159,000)
represented a decrease of approximately $302,490,000 (or 8.5%) in the average
consolidated retained earnings from the four quarters ended June 30, 2000
($3,544,649,000); and (iii) for the fiscal year ended December 31, 2000, AEP did
not report operating losses attributable to its direct or indirect investments
in EWGs and FUCOs.

      AEP's interests in EWGs and FUCOs have made a positive contribution to
earnings over the four calendar years ending after the Rule 53(c) Order.
Accordingly, since the date of the Rule 53(c) Order, the capitalization and
earnings attributable to AEP's investments in EWGs and FUCOs has not had an
adverse impact on AEP's financial integrity.

      2.    By supplying the following exhibit:

      F           Opinion of Counsel

                                    SIGNATURE

      Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this Post-Effective Amendment No.
23 to be signed on its behalf by the undersigned thereunto duly authorized.

                                    APPALACHIAN POWER COMPANY


                                    By_/s/ Thomas G. Berkemeyer
                                       Assistant Secretary

Dated:  September 27, 2001


                                                                   Exhibit F



Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549

September 27, 2001

Re:   Appalachian Power Company ("Company")
      SEC File No. 70-5503

Gentlemen:

In connection with the transactions proposed and described in the post-effective
amendments to the Application or Declaration on Form U-1 filed by the Company
with this Commission in the captioned proceeding, to which this opinion is an
exhibit, I wish to advise you as follows:

I am of the opinion that the Company is a corporation validly organized and duly
existing under the laws of the state in which it was incorporated.

I am further of the opinion that, in the event that the proposed transactions
are consummated in accordance with said Application or Declaration:

(a)   All state laws applicable to the proposed transactions will have been
      complied with;

(b)   The Company will legally acquire the pollution control facilities being
      acquired;

(c)   Consummation of the proposed transactions will not violate the legal
      rights of the holders of any securities issued by the Company or any
      associate company thereof.

I hereby consent to the filing of this opinion as an exhibit to the
above-captioned Application or Declaration, as amended.

Very truly yours,

/s/ William E. Johnson

William E. Johnson
Counsel for Appalachian Power Company