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                                                                   EXHIBIT 3(d)
                                     BY-LAWS

                                       OF

                         INDIANA MICHIGAN POWER COMPANY*


     Section 1. The annual meeting of the  stockholders  of the company shall be
held at its office in the City of Fort Wayne, Indiana, at 12 o'clock noon, or at
such  other  hour  stated in the  notice of the  meeting  as the  directors  may
determine,  on the  fourth  Tuesday  of April in each year  after the year 1925,
unless such day is a legal holiday,  in which case such meeting shall be held on
the next business day following. (As Amended 12/2/52)

     Section 2. Special  meetings of the stockholders of the company may be held
upon  call of the  Board  of  Directors  or of the  Executive  Committee,  or of
stockholders holding one-fourth in number of the shares of the capital stock, at
such time and at such  place  within or  without  the State of Indiana as may be
stated in the call and notice. (As Amended 8/6/53)

     Section 3.  Notice of the time and place of every  meeting of  stockholders
shall be mailed by the  Secretary at least ten days  previous  thereto,  to each
stockholder of record,  at his last known post office address,  but meetings may
be held without notice if all stockholders  are present,  or if notice is waived
before or after the meeting by those not present.

     Section 4. The holders of a majority in number of the shares of the capital
stock of the  company  must be present in person or by proxy at each  meeting of
the  stockholders to constitute a quorum;  less than a quorum,  however,  having
power to adjourn.

     Section 5.  Meetings  of the  stockholders  shall be  presided  over by the
Chairman  of the  Board,  or, if he is not  present,  by the  President,  or, if
neither  is  present,  by a Vice  President,  or,  if none of such  officers  is
present,  by a Chairman  to be  elected at the  meeting.  The  Secretary  of the
company shall act as Secretary of such meetings, if present.

     Section 6. At all meetings of stockholders  each  stockholder,  entitled to
vote thereat, shall be entitled to one vote for each share of stock held by him,
and may vote and otherwise act either in person or by proxy,  but no proxy shall
be voted upon when granted more than ninety days before the meeting  which shall
be named therein, or after the final adjournment of said meeting.

*    The name of the  Company  was  changed  from  Indiana &  Michigan  Electric
     Company to Indiana Michigan Power Company on September 9, 1987.

     Section 7. The  company  may issue and  dispose of any of its shares of its
stock of no  denomination  or par value,  then  authorized  by the  agreement of
merger or union forming this company,  or by any subsequent  increase of capital
stock,  or by any  Certificate of Amendment,  for such  consideration  as may be
fixed from time to time by the Board of Directors, and authority to the Board of
Directors so to fix such consideration is hereby granted.

     Section 8.  Certificates  of stock  shall be signed by the  Chairman of the
Board,  the  President  or a Vice  President  and the  Secretary or an Assistant
Secretary of the company;  provided,  however,  that where such certificates are
also signed by a transfer agent and a registrar,  or both, the signatures of any
such officers of the company may be facsimiles. (As Amended 1/31/80)

     Section 9. The Board of Directors  shall  consist of such number,  not less
than three nor more than fifteen members, as shall be fixed from time to time by
the Board of Directors or by the stockholders at the annual meeting or a special
meeting held for such  purpose.  One-third of the total  members of the Board of
Directors  shall  constitute a quorum for the  transaction of all business.  The
directors  shall be elected by the  stockholders  at each annual  meeting of the
stockholders.  Each  director  shall be elected for a term of one year and shall
hold office until his successor is chosen and qualified.  Any vacancy  occurring
in the Board of Directors  caused by death,  resignation,  increase in number of
directors  or  otherwise  shall be filled by a  majority  vote of the  remaining
members  of the  Board  of  Directors  until  the  next  annual  meeting  of the
stockholders. Any director may be removed, with or without cause, at any time by
the affirmative vote of a majority of the outstanding shares then held of record
by the  stockholders of the Company entitled to vote at a special meeting of the
stockholders called for that purpose. (As amended 11/28/01)

     Section 10.  Meetings of the Board of Directors  shall be held at the times
fixed by resolution of the Board, or upon call of the Executive  Committee,  the
Chairman of the Board,  the  President,  or a Vice  President.  The Secretary or
officer  performing  his duties  shall give  reasonable  notice  (which need not
exceed two days) of all meetings of  directors,  provided  that a meeting may be
held without notice  immediately after the annual election,  and notice need not
be given of regular meetings held at times fixed by resolution of the Board. The
meetings  may be held at any time  without  notice if all of the  directors  are
present,  or if those  not  present  waive  notice,  either  before or after the
meeting.

     Section 11. The Board of Directors,  as soon as may be convenient after the
election  of  directors  in each year,  shall  elect from among  their  number a
Chairman  of the  Board  and  shall  also  elect a  President,  one or more Vice
Presidents, a Secretary and a Treasurer and shall, from time to time, elect such
other  officers as they may deem proper.  The same person may be elected to more
than one office. (As amended 12/19/90)

     Section 12. The Board of Directors, as soon as may be after the election in
each year, may appoint an Executive  Committee to consist of the Chairman of the
Board and such number of directors as the Board may from time to time determine.
Such Committee shall have and may exercise all of the powers of the Board during
the intervals between its meetings, which may be lawfully delegated,  subject to
such  limitations as may be provided by resolution of the Board. The Board shall
have the power at any time to change the  membership of such  Committee and fill
vacancies in it. The  Executive  Committee may make rules for the conduct of its
business  and  may  appoint  such  Committees  and  assistants  as it  may  deem
necessary. The Board may from time to time determine by resolution the number of
members of such Committee  required to constitute a quorum.  The Chairman of the
Board shall be the Chairman of the Executive Committee.

     Section 13. The term of office of all officers  shall be one year, or until
their  respective  successors  are elected,  but any officer may be removed from
office  at any time by the  Board  of  Directors,  unless  otherwise  agreed  by
agreement in writing duly authorized by the Board of Directors; and no agreement
for the  employment of any officer for a longer period than one year shall be so
authorized.

     Section 14. The  officers of the company  shall have such powers and duties
as generally pertain to their offices,  respectively, as well as such powers and
duties as from time to time shall be  conferred by the Board of Directors or the
Executive Committee.

     Section 15. (1) In this Section 15:

               (a)  "expenses" includes, without limitation, counsel fees;


               (b)  "employee" shall include, without limitation,  any employee,
                    including  any  professionally   licensed  employee  of  the
                    company.  Such term shall also include,  without limitation,
                    any   employee,   including  any   professionally   licensed
                    employee, of a subsidiary or affiliate of the company who is
                    acting on behalf of the company;

               (c)  "liability"   means  the   obligation  to  pay  a  judgment,
                    settlement, penalty, fine, including any excise tax assessed
                    with  respect to an employee  benefit  plan,  or  reasonable
                    expenses incurred with respect to a proceeding;

               (d)  "official  capacity"  means, (i) when used with respect to a
                    director,  the office of  director in the  company;  or (ii)
                    when  used  with  respect  to an  individual  other  than  a
                    director,  the office in the company  held by the officer or
                    the  employment  or agency  relationship  undertaken  by the
                    employee  or  agent on  behalf  of the.  company.  "Official
                    capacity"  does not include  service,  at the request of the
                    company or  otherwise,  for any other  foreign  or  domestic
                    corporation  or  any  partnership,   joint  venture,  trust,
                    employee  benefit  plan,  or other  enterprise  whether  for
                    profit or not;

               (e)  "party" includes an individual who was, is, or is threatened
                    to be made a named defendant or respondent in a proceeding;

               (f)  "proceeding"  means any  threatened,  pending,  or completed
                    action,  suit,  or  proceeding,   whether  civil,  criminal,
                    administrative   or  investigative  and  whether  formal  or
                    informal, including all appeals.

               (2) The company  shall  indemnify any person who was or is made a
          party  to a  proceeding  because  such  person  is or was a  director,
          officer or employee of the company,  or any subsidiary or affiliate of
          the  company,  or is or was serving at the request of the company as a
          director,  trustee,  partner,  officer,  employee  or agent of another
          foreign or domestic corporation,  partnership,  joint venture,  trust,
          employee benefit plan or other enterprise,  whether for profit or not,
          against  liability  incurred  by such  person  in the  proceeding  and
          against all reasonable  expenses incurred in successfully  asserting a
          claim for  indemnification  pursuant  to this  Section  15 if (i) such
          person's  conduct was in good faith;  and (ii) such person  reasonably
          believed,  in the case of conduct in his or her official capacity with
          the company,  that his or her conduct was in the best interests of the
          company,  and in all other  cases that his or her conduct was at least
          not  opposed  to its  best  interests;  and  (iii)  in the case of any
          criminal  proceeding,  such  person  either  had  reasonable  cause to
          believe his or her conduct  was lawful or had no  reasonable  cause to
          believe his or her conduct was unlawful.  A person is considered to be
          serving an  employee  benefit  plan at the  company's  request if such
          person's  duties to the company  also impose  duties on, or  otherwise
          involve  services by, such person to the plan or to participants in or
          beneficiaries  of the plan.  A  person's  conduct  with  respect to an
          employee benefit plan for a purpose such person reasonably believed to
          be in the interests of the  participants in and  beneficiaries  of the
          plan is conduct that satisfies the requirement of this Section 15. The
          termination  of  any  proceeding  by  judgment,   order,   settlement,
          conviction,  or upon a plea of nolo  contendere  or its  equivalent is
          not, of itself,  determinative that the director,  officer or employee
          did not meet the standard of conduct described in this subsection (2).

               (3) In any case in which a  director,  officer or employee of the
          company  requests  indemnification,  upon such person's  request,  the
          Board of  Directors  shall  meet  within  sixty  (60) days  thereof to
          determine  whether  such person is  eligible  for  indemnification  in
          accordance  with the  applicable  standards  of  conduct  set forth in
          subsection (2) of this Section 15 or to cause such a determination  to
          be  made  in a  manner  provided  for in  this  subsection  (3).  Such
          determination shall be made as follows:

               (a)  By the Board of  Directors  by a  majority  vote of a quorum
                    consisting  of  directors  not at the  time  parties  to the
                    proceeding;

               (b)  If a quorum cannot be obtained  under  paragraph (a) of this
                    subsection  (3),  by  majority  vote  of  a  committee  duly
                    designated by the Board of Directors  (in which  designation
                    directors   who   are   parties   to  the   proceeding   may
                    participate), consisting solely of two or more directors not
                    at the time parties to the proceeding;

               (c)  By special legal counsel:

                    (i)  Selected by the Board of Directors or its  committee in
                         the manner  prescribed in paragraphs (a) or (b) of this
                         subsection (3); or

                    If a quorum of the  Board of  Directors  cannot be  obtained
                    under  paragraph (a) of this  subsection (3) and a committee
                    cannot be designated  under paragraph (b) of this subsection
                    (3),  selected  by  majority  vote  of  the  full  Board  of
                    Directors,  in which selection directors who are parties may
                    participate; or

               (d)  By the stockholders,  but shares owned by or voted under the
                    control of  directors,  officers or employees who are at the
                    time  parties  to the  proceeding  may not be  voted  on the
                    determination; or

               (e)  By  the  Chairman  of  the  Board  if  the  person   seeking
                    indemnification is not a director or officer of the company.

Authorization of indemnification and evaluation as to reasonableness of expenses
shall be made in the same manner as the determination that indemnification is
permissible, except that if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by those entitled under paragraph (c) of this subsection (3) to
select counsel.

               (4) To the fullest  extent  permitted by law,  the company  shall
          promptly  advance expenses as they are incurred by any person who is a
          party to any proceeding,  by reason of the fact that such person is or
          was a  director,  officer  or  employee  of  the  company  or  of  any
          subsidiary  or affiliate  of the company,  or is or was serving at the
          request  of the  company as a  director,  trustee,  partner,  officer,
          employee  or  agent  of  another  foreign  or  domestic   corporation,
          partnership,  joint  venture,  trust,  employee  benefit plan or other
          enterprise, whether for profit or not, upon request of such person and
          receipt  of an  undertaking  by or on behalf  of such  person to repay
          amounts  advanced to the extent that it is ultimately  determined that
          such person was not eligible for  indemnification  in accordance  with
          the standards set forth in subsection (2) of this Section 15.

               (5) The  provisions  of this  Section  15 shall be deemed to be a
          contract between the company and each director, officer or employee of
          the company,  or its subsidiaries or affiliates,  and any modification
          or repeal of this Section 15 or any provisions of the Indiana Business
          Corporation Law shall not diminish any rights or obligations  existing
          prior to such  modification  or repeal with respect to any  proceeding
          theretofore or thereafter brought;  provided,  however, that the right
          of  indemnification  provided  in this  Section 15 shall not be deemed
          exclusive  of any  other  rights  to which any  director,  officer  or
          employee of the company may now be or hereafter  become entitled apart
          from this Section 15, under any  applicable  law including the Indiana
          Business  Corporation  Law.  Irrespective  of the  provisions  of this
          Section  15, the Board of  Directors  may, at any time or from time to
          time,  approve  indemnification of directors,  officers,  employees or
          agents  to  the  full  extent   permitted  by  the  Indiana   Business
          Corporation  Law at the time in effect,  whether on account of past or
          future actions or  transactions.  Notwithstanding  the foregoing,  the
          company  shall  enter into such  additional  contracts  providing  for
          indemnification  and advancement of expenses with directors,  officers
          or employees of the company or its  subsidiaries  or affiliates as the
          Board of Directors  shall  authorize,  provided  that the terms of any
          such contract  shall be consistent  with the provisions of the Indiana
          Business Corporation Law.

               (6) The  indemnification  provided  by this  Section  15 shall be
          limited with respect to directors, officers and controlling persons to
          the extent provided in any undertaking  entered into by the company or
          its  subsidiaries  or  affiliates,  as required by the  Securities and
          Exchange  Commission  pursuant  to  any  rule  or  regulation  of  the
          Securities and Exchange Commission now or hereafter in effect.

          If the company indemnifies or advances expenses to a director pursuant
     to this Section 15 in  connection  with a proceeding  by or in the right of
     the company, then the company shah report the indemnification or advance as
     required by the Indiana Business Corporation Law.

          The company  may  purchase  and  maintain  insurance  on behalf of any
     person  described  in this  Section 15 against any  liability  which may be
     asserted  against  such person  whether or not the  company  would have the
     power to indemnify such person against such liability  under the provisions
     of this Section 15.

          Every reference in this Section 15 to directors, officers or employees
     shall include,  unless the context requires  otherwise,  former  directors,
     officers  and   employees   and  their   respective   estates  or  personal
     representatives.

          If any  provision of this Section 15 shall be found invalid or limited
     in application by reason of any law, regulation or proceeding, it shall not
     affect any other  provision  or the  validity of the  remaining  provisions
     hereof.

          The  provisions  of this  Section  15 shall be  applicable  to claims,
     actions, suits or proceedings made, commenced or pending after the adoption
     hereof,  whether arising from acts or omissions to act occurring  before or
     after the adoption hereof. (As amended 4/21/87)

     Section 16. These  By-Laws may be amended or added to at any meeting of the
Board of Directors by affirmative  vote of a majority of all the  directors,  if
notice of the proposed change has been delivered or mailed to the directors five
days before the meeting,  or if all the  directors  are  present,  or if all not
present assent in writing to such change.