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 Indiana Michigan 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.<PAGE>
1. Type of security or securities.
Unsecured debentures.
2. Issue, renewal or guaranty.
Issuance
3. Principal amount of each security.
$40,000,000 8% Junior Subordinated
Deferrable Interest Debentures Series A,
due March 31, 2026.
4. Rate of interest per annum of each security:
8%
5. Date of issue, renewal or guaranty of each security.
$40,000,000 8% Junior Subordinated
Deferrable Interest Debentures, Series A,
due 2025, issued March 26, 1996.
6. If renewal of security, give date of original issue.
Not applicable.
7. Date of maturity of each security.
March 31, 2026.
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 $38,740,000.
11. Application of proceeds of each security.
The proceeds from the sale of the securities are to be
used to refund outstanding securities. The Company's
Cumulative Preferred Stock, 7.08% Series, par value
$100 per share (300,000 shares outstanding) are to be
redeemed at their regular redemption price of $101.85
per share. The Company's First Mortgage Bonds,
Designated Medium Term Notes, 9.50% Series due May 1,
2021 ($40,000,000 principal amount outstanding) may be
redeemed after June 7, 1996 at their regular redemption
price of 107.13% of the principal amount thereof or
pursuant to the maintenance and replacement provisions
of its Mortgage and Deed of Trust dated June 1, 1939 or
by the use of proceeds of released property or the
proceeds of insurance at 100.00% of the principal
amount thereof, all plus accrued interest to the date
of redemption.
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.
INDIANA MICHIGAN POWER COMPANY
____/s/ John M. Adams, Jr.____
John M. Adams, Jr.
Assistant Secretary
Dated: April 4, 1996
[96DB0040.IMP]
