<PAGE>
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.
1. Type of security or securities.
First Mortgage Bonds, Designated Secured Medium Term
Notes.
2. Issue, renewal or guaranty.
Issuance
3. Principal amount of the security.
$48,000,000 First Mortgage Bond, Designated
Secured Medium Term Note, 6.40% Series due
March 1, 2000.
4. Rate of interest per annum of security:
6.40%
5. Date of issue, renewal or guaranty of security.
February 19, 1997.
6. If renewal of security, give date of original issue.
Not applicable.
7. Date of maturity of the security.
March 1, 2000
8. Name of persons to whom the security was issued, renewed or
guaranteed.
CEDE & Co., a nominee of The Depository Trust Company.
9. Collateral given with the security.
The First Mortgage Bonds, Designated Secured
Medium Term Notes are issued pursuant to the
Company's Mortgage and Deed of Trust dated
June 1, 1939 covering substantially all its
operating assets.
10. Consideration received for the security.
Consideration received in the amount of $47,832,000.
11. Application of proceeds of the security.
The proceeds from the sale of the securities
were used to acquire shares of cumulative
preferred stock of Indiana Michigan Power
Company ("I&M") purchased by American Electric
Power Company, Inc., I&M's parent, pursuant to
a tender offer made in January, 1997.
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 first mortgage
bonds by public utility subsidiaries of
registered holding companies.
INDIANA MICHIGAN POWER COMPANY
By: ____/s/ John M. Adams_____
John M. Adams, Jr.
Assistant Secretary
Dated: March 20, 1997
