                   COURT OF APPEALS OF VIRGINIA


Present:   Judges Bray, Annunziata and Overton


ROGER W. FRYDRYCHOWSKI
                                                 MEMORANDUM OPINION *
v.   Record No. 2086-96-2                            PER CURIAM
                                                   APRIL 1, 1997
CHERYL J. FRYDRYCHOWSKI


           FROM THE CIRCUIT COURT OF CHESTERFIELD COUNTY
                    Herbert C. Gill, Jr., Judge

           (William K. Grogan; Roger W. Frydrychowski,
           pro se; William K. Grogan & Associates, on
           brief), for appellant.

           (Torrence M. Harman; J. W. Harman, Jr.;
           Harman & Harman, on brief), for appellee.



     Roger W. Frydrychowski (husband) appeals the decision of the

circuit court setting spousal support and deciding other issues.

On appeal, husband contends the trial court erred by (1) reducing

his visitation with the parties' two minor sons; (2) failing to

restore visitation to two days; (3) awarding Cheryl Frydrychowski

(wife) $1,050 in monthly spousal support; (4) finding him liable

for $3,290 in support arrearages; and (5) ordering him to pay

wife's attorney's fees.   Upon reviewing the record and briefs of

the parties, we conclude that this appeal is without merit.

Accordingly, we summarily affirm the decision of the trial court.

 Rule 5A:27.



     *
      Pursuant to Code § 17-116.010 this opinion is not
designated for publication.
                             Visitation

     "In matters concerning custody and visitation, the welfare

and best interests of the child are the 'primary, paramount, and

controlling consideration[s].'"        Kogon v. Ulerick, 12 Va. App.

595, 596, 405 S.E.2d 441, 442 (1991) (citation omitted).       The

trial court is vested with broad discretion to make the decisions

necessary to safeguard and promote the child's best interests,

and its decision will not be set aside unless plainly wrong or

without evidence to support it.        See Farley v. Farley, 9 Va. App.

326, 327-28, 387 S.E.2d 794, 795 (1990).

     Husband assigns error to the July 15, 1994 order of the

trial court reducing his midweek visitation to one day.       We

previously ruled that husband's appeal from that order was

untimely and we do not revisit that issue in this appeal.          See

Frydrychowski v. Frydrychowski, Record No. 0461-95-2 (Va. Ct.

App. June 20, 1995).    Challenges to the trial court's 1994

decision are out of time.

     Husband also assigns error to the trial court's refusal to

restore two days of visitation.    As the party seeking a change in

visitation, husband bore the burden to demonstrate a material

change in circumstances and that those circumstances warranted a

change in visitation.    See Ohlen v. Shively, 16 Va. App. 419,

424, 430 S.E.2d 559, 561 (1993).       Husband asserted that the two

minor children, while apparently doing well under the current

arrangement, would be better off if he had greater visitation.




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After hearing the parties testify concerning the existing

visitation arrangements, the trial court denied husband's motion

to change visitation.   The credibility of the witnesses was a

matter for the trial court to determine.    The record contains no

evidence demonstrating that the trial court's decision was not in

the best interests of the children or that it was plainly wrong.

                           Spousal Support
                In awarding spousal support, the
            chancellor must consider the relative needs
            and abilities of the parties. He is guided
            by the nine factors that are set forth in
            Code § 20-107.1. When the chancellor has
            given due consideration to these factors, his
            determination will not be disturbed on appeal
            except for a clear abuse of discretion.

Collier v. Collier, 2 Va. App. 125, 129, 341 S.E.2d 827, 829

(1986).    The record demonstrates that the court considered the

statutory factors, including the parties' respective needs and

incomes.   Wife was employed full time.   While husband alleged

that wife could earn more in another position, he presented no

evidence to support his suggestion that wife was underemployed.

Husband has failed to demonstrate an abuse of discretion in the

court's order of support.

     Husband refers to the "windfall" wife received by payment of

child support for the parties' daughter.    Those payments are

irrelevant to the court's determination of spousal support.

"Child support and spousal support are separate and distinct

obligations based on different criteria."    Lambert v. Lambert, 10

Va. App. 623, 629, 395 S.E.2d 207, 210 (1990).



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                            Arrearages

     Under the existing court order, husband was obligated to pay

child support of $1,589 per month for the parties' three minor

children.   No provision in the award was keyed to the children's

reaching majority.
          A trial court may not retroactively modify a
          child support decree to cancel a support
          arrearage or to relieve a parent of an
          accrued support obligation. Past due
          installments become vested and are not
          subject to change. A court may only modify a
          support order to be effective prospectively.
          The order may be made effective "with respect
          to any period during which there is a pending
          petition for modification, but only from the
          date that notice of such petition has been
          given to the responding party." Code
          § 20-108.


Bennett v. Commonwealth ex rel. Bennett, 22 Va. App. 684, 696,

472 S.E.2d 668, 674 (1996) (citing Cofer v. Cofer, 205 Va. 834,

838-39, 140 S.E.2d 663, 666-67 (1965); Taylor v. Taylor, 10 Va.

App. 681, 683-84, 394 S.E.2d 864, 865-66 (1990)).      Therefore,

husband's challenge to the court's finding of an arrearage is

without merit.
                          Attorney's Fees

     An award of attorney's fees is a matter submitted to the

sound discretion of the trial court and is reviewable on appeal

only for an abuse of discretion.       See Graves v. Graves, 4 Va.

App. 326, 333, 357 S.E.2d 554, 558 (1987).      The key to a proper

award of counsel fees is reasonableness under all the

circumstances.   See McGinnis v. McGinnis, 1 Va. App. 272, 277,




                                   4
338 S.E.2d 159, 162 (1985).   The trial court awarded wife only a

portion of her attorney's fees.   We reject husband's

characterization that wife's refusal to abide by the parties'

visitation agreement after it was rejected by the trial court was

"unreasonable."   Her compliance with the existing order was not

an unreasonable position adding unnecessarily to litigation

costs.   Based on the number of issues involved and the respective

abilities of the parties to pay, we cannot say that the award was

unreasonable or that the trial judge abused his discretion in

making the award.
     Accordingly, the decision of the circuit court is summarily

affirmed.

                                                        Affirmed.




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