<PAGE>
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
_____________________________________________
)
In the Matter of )
)
INDIANA MICHIGAN POWER COMPANY )
One Summit Square, P. O. Box 60 ) CERTIFICATE OF
Fort Wayne, Indiana 46801 ) NOTIFICATION
)
File No. 70-6458 )
)
(Public Utility Holding Company Act of 1935 )
_____________________________________________)
INDIANA MICHIGAN POWER COMPANY ("the Company") hereby
certifies, in connection with the Application or Declaration on
Form U-1 in the above-entitled matter, that certain of the
transactions specified in Post-Effective Amendments Nos. 14 through
16 to the Application or Declaration have been carried out in
accordance with the terms and conditions of and for the purposes
represented by said Post-Effective Amendments, and the Order of the
Securities and Exchange Commission dated October 5, 1994 (HCAR No.
35-26136) in said matter, as follows:
1. On June 28, 1995, the City of Rockport, Indiana (the
"City") issued and sold to Goldman, Sachs & Co. (the "Purchaser")
$50,000,000 aggregate principal amount of its 6.55% Pollution
Control Revenue Refunding Bonds (Indiana Michigan Power Company
Project), Series 1995 A dated June 1, 1995 (the "Series 1995 A
Bonds"). The Series 1995 A Bonds bear interest at a rate of 6.55%
per annum and mature by their terms on June 1, 2025. The Series
1995 A Bonds were sold by the City to the Purchaser at an initial
offering price of $49,532,500. The Company paid $467,500 to the
Purchaser as compensation. The Series 1995 A Bonds were issued by
the City pursuant to an Indenture of Trust dated as of December 1,
1984 between the City and Lincoln National Bank and Trust Company
of Fort Wayne, Indiana (now Norwest Bank Indiana, N.A.), as
Trustee, as supplemented by various supplemental indentures of
trust, including a Fifth Supplemental Indenture of Trust dated as
of February 1, 1995, the form of which was filed as an amendment to
the Application or Declaration.
2. The transaction described above was not subject to
the jurisdiction of any state commission other than, and was
carried out in accordance with the authorization of, Indiana
Utility Regulatory Commission and the Michigan Public Service
Commission.
3. This Certificate of Notification is filed within ten
days after the consummation of the above-described transaction.
INDIANA MICHIGAN POWER COMPANY
By______/s/ G. P. Maloney_____
Vice President
July 6, 1995
[95FN0038.ROC]
