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                                 EXHIBIT 4(c)
November 23, 1999

                   Company Order and Officers' Certificate
                   Floating Rate Notes, Series A, due 2000

The Bank of New York
Attn: Corporate Trust Division
101 Barclay Street, 21 West
New York, New York 10286

Ladies and Gentlemen:

Pursuant to Article Two of the  Indenture,  dated as of October 1, 1998 (as it
may be amended or supplemented, the "Indenture"),  from Indiana Michigan Power
Company (the  "Company") to The Bank of New York, as trustee (the  "Trustee"),
and the Board  Resolutions dated August 25, 1999, a copy of which certified by
the  Secretary  or an Assistant  Secretary  of the Company is being  delivered
herewith under Section 2.01 of the Indenture,  and unless  otherwise  provided
in a subsequent Company Order pursuant to Section 2.04 of the Indenture,

            1.    The Company's  Floating Rate Notes,  Series A, due 2000 (the
      "Notes")  are hereby  established.  The Notes shall be in  substantially
      the form attached hereto as Exhibit 1.

            2.    The  terms  and  characteristics  of the  Notes  shall be as
      follows  (the  numbered  clauses  set  forth  below  correspond  to  the
      numbered  subsections of Section 2.01 of the Indenture,  with terms used
      and not defined  herein  having the meanings  specified in the Indenture
      or in the Notes):

            (i)   the  aggregate  principal  amount  of  Notes  which  may  be
            authenticated  and delivered  under the Indenture shall be limited
            to $100,000,000,  except as contemplated in Section 2.01(i) of the
            Indenture;

            (ii)  the  date on  which  the  principal  of the  Notes  shall be
            payable shall be November 22, 2000;

            (iii) interest  on the  Notes  shall  be  payable  monthly  on the
            twenty-second  day of each month in each year (each,  an "Interest
            Payment  Date"),  commencing on December 22, 1999 and shall accrue
            from and  including  the date of  authentication  of the Notes to,
            but  excluding  December  22,  1999,  and  thereafter,   from  and
            including each Interest  Payment Date to, but excluding,  the next
            succeeding  Interest Payment Date or Stated Maturity,  as the case
            may be; the Regular Record Date for the  determination  of holders
            to whom  interest  is payable on any such  Interest  Payment  Date
            shall  be  the  fifteenth  calendar  day  preceding  the  relevant
            Interest  Payment Date;  provided that interest  payable on Stated
            Maturity  shall be paid to the Person to whom  principal  shall be
            paid;

            (iv)  the Notes will bear interest at a per annum rate  ("Interest
            Rate")  determined  by  the  Calculation  Agent,  subject  to  the
            maximum  interest rate  permitted by New York or other  applicable
            state law,  as such law may be  modified  by United  States law of
            general  application.  The Interest Rate for each Interest  Period
            will be  equal to LIBOR  on the  Interest  Determination  Date for
            such  Interest  Period  plus  .65%;  provided,  however,  that  in
            certain  circumstances  described below, the Interest Rate will be
            determined without reference to LIBOR.

                If  the   following   circumstances   exist  on  any  Interest
            Determination  Date,  the  Calculation  Agent shall  determine the
            Interest Rate for the Notes as follows:

                 (1) In the event no Reported  Rate  appears on Telerate  Page
                3750  as  of  approximately  11:00  a.m.  London  time  on  an
                Interest  Determination  Date,  the  Calculation  Agent  shall
                request  the  principal  London  offices of each of four major
                banks  in  the  London   interbank   market  selected  by  the
                Calculation  Agent  (after  consultation  with the Company) to
                provide a  quotation  of the rate (the  "Rate  Quotation")  at
                which  one  month   deposits  in  amounts  of  not  less  than
                $1,000,000  are  offered  by it to prime  banks in the  London
                interbank  market,  as of  approximately  11:00  a.m.  on such
                Interest  Determination Date, that is representative of single
                transactions at such time (the "Representative  Amounts").  If
                at least two Rate  Quotations are provided,  the interest rate
                will be the arithmetic  mean of the Rate  Quotations  obtained
                by the Calculation Agent, plus .65%.

                (2)     In the event no  Reported  Rate  appears  on  Telerate
                Page 3750 as of  approximately  11:00 a.m.  London  time on an
                Interest  Determination Date and there are fewer than two Rate
                Quotations,  the interest rate will be the arithmetic  mean of
                the rates  quoted at  approximately  11:00 a.m.  New York City
                time on such  Interest  Determination  Date,  by  three  major
                banks in New  York  City  selected  by the  Calculation  Agent
                (after   consultation   with  the   Company),   for  loans  in
                Representative  Amounts in U. S.  dollars to leading  European
                banks,  having  an index  maturity  of one  month for a period
                commencing  on the  second  London  Business  Day  immediately
                following  such  Interest   Determination   Date,  plus  .65%;
                provided,  however, that if fewer than three banks selected by
                the  Calculation  Agent are quoting  such rates,  the interest
                rate for the  applicable  Interest  Period will be the same as
                the  interest  rate in effect  for the  immediately  preceding
                Interest Period.

            (v)   the Notes shall not be redeemable prior to maturity;

            (vi)(a)  the Notes  shall be issued in the form of a Global  Note;
            (b) the  Depositary  for such Global Note shall be The  Depository
            Trust  Company;  and (c) the  procedures  with respect to transfer
            and  exchange of Global Notes shall be as set forth in the form of
            Note attached hereto;

            (vii) the  title of the  Notes  shall  be  "Floating  Rate  Notes,
            Series A, due 2000";

            (viii)      the  form  of  the  Notes  shall  be as set  forth  in
            Paragraph 1, above;

            (ix)  see item (iv) above;

            (x)   the Notes shall not be subject to a Periodic Offering;

            (xi)  not applicable;

            (xii) not applicable;

            (xiii)  not applicable;

            (xiv) the Notes shall be issuable in  denominations  of $1,000 and
            any integral multiple thereof;

            (xv)  not applicable;

            (xvi) the Notes shall not be issued as Discount Securities;

            (xvii) not applicable;

            (xviii) see item (iv) above; and

            (xix) not applicable.

            3.    You  are  hereby  requested  to  authenticate   $100,000,000
      aggregate  principal amount of Floating Rate Notes,  Series A, due 2000,
      executed by the  Company and  delivered  to you  concurrently  with this
      Company Order and Officers'  Certificate,  in the manner provided by the
      Indenture.

            4.    You are hereby  requested to hold the Notes as custodian for
      DTC in accordance with the Letter of Representations  dated November 17,
      1999, from the Company and the Trustee to DTC.

            5.    Concurrently   with  this   Company   Order  and   Officers'
      Certificate,  an Opinion of Counsel under Sections 2.04 and 13.06 of the
      Indenture is being delivered to you.

            6.    The  undersigned  Henry W. Fayne and  Thomas G.  Berkemeyer,
      the  Vice  President  and  Assistant  Secretary,  respectively,  of  the
      Company do hereby certify that:

            (i)   we  have  read  the  relevant  portions  of  the  Indenture,
            including  without  limitation the conditions  precedent  provided
            for  therein  relating  to the action  proposed to be taken by the
            Trustee  as  requested  in  this  Company   Order  and   Officers'
            Certificate,   and  the  definitions  in  the  Indenture  relating
            thereto;

            (ii)  we have read the Board  Resolutions  of the  Company and the
            Opinion of Counsel referred to above;

            (iii) we have conferred  with other officers of the Company,  have
            examined  such  records  of the  Company  and have made such other
            investigation   as  we  deemed   relevant  for  purposes  of  this
            certificate;

            (iv)  in  our   opinion,   we  have  made  such   examination   or
            investigation  as is necessary to enable us to express an informed
            opinion as to whether or not such  conditions  have been  complied
            with; and

            (v)   on the basis of the  foregoing,  we are of the opinion  that
            all conditions  precedent  provided for in the Indenture  relating
            to the action  proposed  to be taken by the  Trustee as  requested
            herein have been complied with.

Kindly  acknowledge  receipt of this Company Order and Officers'  Certificate,
including the documents listed herein,  and confirm the arrangements set forth
herein by signing and returning the copy of this document attached hereto.

Very truly yours,

INDIANA MICHIGAN POWER COMPANY


By:   /s/ A. A. Pena
      Vice President

And:  /s/ Thomas G. Berkemeyer   .
      Assistant Secretary


Acknowledged by Trustee:

THE BANK OF NEW YORK

By:   /s/ Michael Culhane.
      Vice President