EXHIBIT 4(c)
August 31, 2000


                     Company Order and Officers' Certificate
                     Floating Rate Notes, Series B, due 2002


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  B, due 2002  (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
            $200,000,000,  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 September 3, 2002;

            (iii)  interest on the Notes shall be payable  quarterly on March 3,
            June 3, September 3 and December 3 of each year (each,  an "Interest
            Payment Date"), commencing on December 3, 2000 and shall accrue from
            and  including  the date of  authentication  of the  Notes  to,  but
            excluding December 3, 2000, 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 an  annual  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 0.625%; 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 three  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 0.625%.

                (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
                three  months  for a  period  commencing  on the  second  London
                Business Day immediately  following such Interest  Determination
                Date, plus 0.625%;  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) All or part of the Floating Rate Notes may be redeemed  prior to
            maturity on any interest  payment date on or after September 3, 2001
            at the option of the Company, upon not less than 30 nor more than 60
            days' notice, at a redemption price equal to the principal amount of
            the Floating Rate Notes to be redeemed plus interest  accrued to the
            redemption date;

            (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
                  B, due 2002";

            (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  $200,000,000  aggregate
      principal amount of Floating Rate Notes,  Series B, due 2002,  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 August 24, 2000,
      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:
   ------------------------------
             Vice President


And:
    ------------------------------
        Assistant Secretary



Acknowledged by Trustee:

THE BANK OF NEW YORK


By:
    ------------------------------
      Vice President