Exhibit 3(c)




                 INDIANA MICHIGAN POWER COMPANY 



              (formerly Indiana & Michigan Electric Company)


                             BY-LAWS



































As Amended January 1, 1996



                            BYLAWS

                              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 affairs of the company shall be managed by a
Board consisting of thirteen directors. Five 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 fried by a majority vote of the
remaining members of the Board of Directors until the next annual
meeting of the stockholders. Any or all of the directors may at any
time be removed without cause assigned by the vote of the holders
of a majority in mount of all of the outstanding stock entitled to
vote given at a meeting called for the purpose of considering such
action. (As amended 1/1/96)

    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 shah be consistent with the provisions of the Indiana
Business Corporation Law.

    (6) The indemnification provided by this Section 15 shah 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.