Selected Consolidated Financial Data

                                                  Year Ended December 31, 
                                    1993        1992       1991        1990        1989     
                                                        (in thousands)          
                                                                          
INCOME STATEMENTS DATA:
  Operating Revenues              $1,202,643  $1,196,755 $1,225,867  $1,271,514  $1,135,587 
  Operating Expenses                 992,723   1,001,235    998,578   1,070,023     921,604 
  Operating Income                   209,920     195,520    227,289     201,491     213,983 
  Nonoperating Income (Loss)            (234)     14,115     (3,721)      7,557      32,737 
  Income Before Interest Charges     209,686     209,635    223,568     209,048     246,720 
  Interest Charges                    80,373      85,687     86,636      90,657     107,483 
  Net Income                         129,313     123,948    136,932     118,391     139,237 
  Preferred Stock Dividend                                                                  
    Requirements                      14,225      15,417     15,417      15,587      18,048 
  Earnings Applicable to
    Common Stock                  $  115,088  $  108,531 $  121,515  $  102,804  $  121,189 


                                                       December 31,     
                                    1993        1992       1991        1990        1989     
                                                     (in thousands)
                                                                          
BALANCE SHEETS DATA:
  Electric Utility Plant          $4,290,957  $4,266,480 $4,135,820  $4,066,227  $3,969,602 
  Accumulated Depreciation and
     Amortization                  1,714,829   1,631,438  1,521,349   1,421,285   1,309,072 
  Net Electric Utility Plant      $2,576,128  $2,635,042 $2,614,471  $2,644,942  $2,660,530 

  Regulatory Assets (a)           $  492,822  $  268,816 $  204,060  $  240,754  $  280,768 

  Total Assets                    $3,765,458  $3,645,798 $3,481,878  $3,501,925  $4,125,534 

  Common Stock and Paid-in
    Capital                       $  791,517  $  782,741 $  782,741  $  782,741  $  782,741 
  Retained Earnings                  177,638     171,309    169,243     150,408     162,213 
  Total Common Shareowner's
    Equity                        $  969,155  $  954,050 $  951,984  $  933,149  $  944,954 

  Cumulative Preferred Stock:
    Not Subject to Mandatory
      Redemption                  $   87,000  $  197,000 $  197,000  $  197,000  $  197,000 
    Subject to Mandatory
      Redemption (b)                 100,000       -          -           -          18,030 
      Total Cumulative Preferred
        Stock                     $  187,000  $  197,000 $  197,000  $  197,000  $  215,030 

  Long-term Debt (b)              $1,073,154  $1,211,623 $1,130,709  $1,133,833  $1,532,736 

  Obligations Under Capital
    Leases (b)                    $   98,753  $  126,689 $ 102,985   $  133,447  $  123,361 

  Total Capitalization and
    Liabilities                   $3,765,458  $3,645,798 $3,481,878  $3,501,925  $4,125,534 

(a) Effective January 1, 1993 a new accounting standard Statement of Financial
Accounting  Standards No. 109, Accounting for Income Taxes,  was adopted 
resulting in  an increase  in  regulatory assets.   (See  Note 1  of  Notes to 
Consolidated Financial Statements).
(b) Including portion due within one year.




MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Net Income Increases

     Net  income increased  4.3% in  1993 and  decreased 9.5%  in 1992.   The
scheduled  refueling of the  two nuclear generating  units and an unscheduled
outage at one of  the units in 1992  required the purchase of  more expensive
replacement power  from the AEP  System Power Pool  (Power Pool) and  reduced
wholesale sales to the Power Pool reducing net income in 1992.  The return to
service of the nuclear units along with the retirement and the refinancing of
debt at lower interest rates  was responsible for the increase in  net income
in 1993.

Outlook

     The electric utility industry is expected to undergo significant changes
for  the remainder of  the decade  because of  increasing competition  in the
generation and sale of electricity and increasing energy flows resulting from
open transmission access.  Although  management believes that the Company  is
well positioned, as a low cost producer, to compete, efforts will continue to
further reduce costs and increase effectiveness.

     The Company faces  additional challenges from compliance with  the Clean
Air Act Amendments of 1990, other environmental concerns and costs, the  cost
of  operating, maintaining  and  eventually decommissioning  the two  nuclear
generating units  and the  disposal of  their spent  nuclear fuel that  could
affect  financial  performance and  possibly  the ability  to  meet financial
obligations  and  commitments.   While  management  believes  the  Company is
equipped to  meet these challenges,  future financial performance  is heavily
dependent on the ability to obtain favorable rate-making treatment to recover
costs of service on a timely basis.

     Future results  of  operations  will be  affected  by  several  factors,
including  the  continued  economic  health of  our  service  territory,  the
weather,  competition  for  wholesale   sales,  new  environmental  laws  and
regulations and the rate-making policies  of the Company's regulators.   Many
of  these factors are  not generally  within management's direct  control yet
every effort will be made to  work with regulators, government officials, and
current and prospective  customers to  positively  influence these critical 
factors  and  to  take  advantage  of  the  opportunities increased
competition will bring.

Operating Revenues and Energy Sales

 Operating revenues  increased $6 million in 1993  following a decline of $29
million  in 1992.  The 1993 increase  and the 1992 decrease were attributable
to the Donald  C. Cook Nuclear Plant (Cook Plant)  generating units being out
of  service for scheduled refueling and maintenance and an unscheduled outage
in 1992 which reduced the amount of energy the Company had available for sale
to the Power Pool.

  The changes in revenues can be analyzed as follows:

                           Increase (Decrease)
                           From Previous Year
(dollars in millions)     1993            1992
                        Amount    %     Amount     % 
Retail:
  Price variance        $ (75.1)        $  42.3  
  Volume variance          40.3             3.0 
                          (34.8) (4.3)     45.3    5.9 
Wholesale:
  Price variance         (137.2)           75.2 
  Volume variance         172.7          (141.9)
                           35.5   9.6     (66.7) (15.3)
Other Operating Revenues    5.2            (7.7)
  Total                 $   5.9   0.5   $ (29.1)  (2.4)

     The unfavorable retail and wholesale price variances in 1993 reflect the
operation  of fuel  and  power supply  cost recovery  mechanisms  due to  the
availability of the Cook Plant and  lower average cost generation.  Under the
retail  jurisdictional fuel clauses, revenues were accrued in 1992 for future
recovery of higher cost replacement power during the nuclear outages.

     The increase in 1993 retail sales volume reflects continuing improvement
in  industrial sales,  a  return to  normal weather  and  moderate growth  in
residential and commercial customer classes.  The increase in wholesale sales
volume  in  1993  resulted from  the  increased  availability  of energy  for
delivery to the Power Pool  due to availability of the Cook Plant  as well as
increased sales by the Power Pool to unaffiliated utilities which the Company
shares as a member of the Pool.

 The substantial  retail and wholesale price  variance in  1992 resulted from
recovery  of higher  fossil fuel  generation costs  and power  pool purchases
which  were incurred during  the Cook Plant  outages.  The  reduction in 1992
wholesale sales volume reflects a decrease in sales to the Power Pool because
of the  Cook Plant  outages and  reduced wholesale sales  by the  Power Pool.
Efforts  to improve  short-term wholesale  sales are  affected by  the highly
competitive  nature of the short-term energy market and other factors such as
unaffiliated generating plant availability, the weather and the economy, that
are  not generally within management's control.  Future results of operations
will be affected by the ability to make cost-effective wholesale sales or, if
such sales are reduced, the ability to timely raise retail rates.


Operating Expenses Decline

     Changes in the components of operating expenses were as follows:

                           Increase (Decrease)
                           From Previous Year 
(dollars in millions)     1993           1992 
                         Amount    %    Amount     % 
Fuel                    $ 26.4   13.6   $(57.5) (22.9)
Purchased Power          (72.0) (40.0)    57.8   47.1
Other Operation           12.6    5.0      5.0    2.0
Maintenance                4.9    3.5     18.5   15.6
Depreciation and 
  Amortization             5.4    4.1      1.1    0.8
Amortization of Rockport
  Plant Unit 1 Phase-in
  Plan Deferrals          (0.7)  (4.0)    (0.7)  (3.9)
Taxes Other Than 
  Federal Income Taxes     5.7    9.2     (0.6)  (0.9)
Federal Income Taxes       9.2   36.1    (20.9) (45.1)
    Total               $ (8.5)  (0.9)  $  2.7    0.3

  Fuel  expense increased in 1993  due to the significant  increase in nuclear
generation and a 6% increase in fossil generation, partially offset  by a de-
crease in the  average cost of fuel.   The reduction in fuel  expense in 1992
resulted largely from  reduced generation due  to outages at the  two nuclear
units as well as lower average fossil fuel costs.

 The decline in purchased power expense in 1993  reflects a reduced level  of
energy receipts from the Power Pool because  of the increased availability of
the nuclear units and reduced power purchases from AEP  Generating Company as
a result of Rockport  Plant maintenance outages.   The increase in  purchased
power expense in 1992 was the result of an increased level of energy receipts
from the Power Pool during the nuclear outages.

     Certain other operation and maintenance procedures can be performed only
when a  nuclear unit is out  of service.  Therefore, during  the 1992 nuclear
refueling outages, significant other  operation and maintenance expenses were
incurred.  However,  the impact on 1992  earnings from refueling  outages was
mitigated  through  the  implementation  of  levelized  accounting  in  1992.
Levelized  accounting spreads the  incremental cost  of refueling  outages so
that the cost of an average number of refuelings are reflected in each year's
expenses.   The Company  received  regulatory approval  to defer  incremental
nuclear refueling  outage costs  and to  amortize them from  the start  of an
outage until the beginning  of the next outage.  As a  result, 1993 operating
expenses include the  amortization of  $35.2 million  of incremental  nuclear
refueling outage expenses that were deferred in 1992.

     Taxes other than federal income taxes increased in 1993 primarily due to
a substantial increase  in Indiana  supplemental net income  tax because  the
nuclear refueling outage  costs incurred in 1992 were tax  deductible in that
year.    There were  no  refueling outages  in  1993.   Federal  income taxes
attributable to  operations increased in  1993 due to an  increase in pre-tax
operating income and a reduction in interest charges.  The decline in federal
income taxes attributable to operations  in 1992 reflects a decrease  in pre-
tax operating income.


Nonoperating Income and Financing Costs Decline

     Nonoperating  income  declined in  1993  due  to the  implementation  of
Statement of Financial  Accounting Standards No.  109, Accounting for  Income
Taxes, the recordation  in 1992 of interest income on  federal income tax re-
funds in connection with the settlement of audits of prior years' tax returns
and  the  reversal of  a provision  in  1992 as  a  result of  the successful
settlement of a coal royalty dispute with the state of Utah.

     Interest expense declined in 1993 due to  the retirement of $142 million
of long-term debt  and the refinancing of $150 million  of long-term debt and
$97  million of installment purchase contracts (IPC) at lower interest rates.
The decline  in 1992  was  largely attributable  to  the refinancing  of  $25
million of IPCs and a lower average interest rate on a variable rate IPC.

Accrued Utility Revenues and Taxes Accrued

   At  December 31,  1992 under  retail fuel and  power supply  cost recovery
mechanisms, $38  million of  fuel revenues were  accrued related to  fuel and
replacement power costs  incurred during the nuclear unit outages.   Both re-
tail  jurisdictions approved recovery.  Recovery was completed in the Indiana
jurisdiction and substantially completed in the Michigan jurisdiction in 1993
reducing the  accrued utility  revenues balance at  December 31,  1993.   The
remaining balance in the Michigan jurisdiction will be recovered in 1994.

   Taxes accrued increased in  1993 reflecting the effects of  federal income
tax  return audit  settlements  recorded  in  1992.    A  significant  refund
resulting from the audit caused a reduction in the 1992 balance.

Regulatory Assets and Deferred
Tax Liabilities Increase

   The Company  prospectively adopted  a new accounting  standard for  income
taxes on January  1, 1993.   The new standard  required, among other  things,
that regulated entities record deferred  tax liabilities on temporary differ-
ences previously flowed-through for rate-making  and book accounting.   Where
rate-making  provides  for flow-through  treatment,  corresponding regulatory
assets  were  recorded  resulting   in  an  increase  in  total   assets  and
liabilities.

Construction Spending

     Gross plant and  property additions were $125  million in 1993 and  $176
million in 1992.  Management estimates construction expenditures for the next
three years to be $410 million.  The funds for construction of new facilities
and  improvement of existing facilities come from a combination of internally
generated  funds,  short-term and  long-term  borrowings  and investments  in
common  equity by the Company's parent, American Electric Power Company, Inc.
(AEP Co., Inc.).  Approximately 92% of the  construction expenditures for the
next  three years  will be  financed internally  with the  remainder financed
externally.

Capital Resources

     The Company  generally issues  short-term  debt to  provide for  interim
financing of capital expenditures that exceed internally generated funds.  At
December 31, 1993, unused short-term  lines of credit of $537  million shared
with  other  AEP System  companies  were  available.   Short-term  borrowings
increased by  $5.9 million in  1993.   A charter provision  limits short-term
borrowings to  $127 million.   Periodic reductions of  outstanding short-term
debt  are made  through issuance of  long-term debt  and preferred  stock and
through equity capital contributions by the parent company.

     The Company received or has requested regulatory approval to issue up to
$185 million of  long-term debt and preferred  stock.  Management expects  to
use  the  proceeds  to retire  short-term  debt,  refinance  higher cost  and
maturing  long-term   debt,  refund  cumulative  preferred   stock  and  fund
construction expenditures.

     Unless  the Company meets certain earnings or coverage tests, additional
long-term  debt or preferred stock cannot be issued.  In order to issue long-
term  debt  without  refunding an  equal  amount  of  existing debt,  pre-tax
earnings must be equal to at least twice annual interest charges on long-term
debt  after giving  effect to the  new debt.   To  issue additional preferred
stock, after-tax  gross income  must be  at least equal  to one  and one-half
times annual interest and preferred  stock dividend requirements after giving
effect  to the  new  preferred stock.   The  Company presently  exceeds these
minimum  coverage requirements.   At  December 31,  1993, long-term  debt and
preferred stock coverage ratios were 4.59 and 2.48, respectively.

     Recently a major credit rating  agency reevaluated the credit worthiness
of  companies in the  electric utility industry based  on perceived risk from
deregulation, increased competition, reduced load growth,  escalating nuclear
plant  costs  and environmental  concerns.   The  agency lowered  its ratings
outlook  for approximately  one-third of  the companies  but not  for Indiana
Michigan Power  which was  regarded by  the agency  as being  relatively well
positioned to meet future competitive challenges.

Competition

     Since  1990, the short-term  wholesale energy market  has been extremely
competitive.   With the  passage  of the  Energy Policy  Act  of 1992,  which
provides  for greater ease of transmission access and reduces certain regula-
tory  restrictions for  independent  power producers  (IPPs), competition  is
expected  to  increase  in   the  long-term  wholesale  market  and   in  the
construction of  new generating  capacity.  For  example, IPPs are  no longer
required to  find an industrial host to utilize the steam by-product from the
generation of electricity  to build  a generating unit  and avoid  regulation
under the Public Utility Holding Company Act of 1935 (1935 Act).   The Energy
Policy Act  also exempts  IPPs from requirements  under the  1935 Act  which,
among other things,  permit IPPs to  use greater amounts  of lower cost  debt
which may reduce  overall cost of capital.  Thus IPPs  may have a competitive
advantage.  Although the Energy Policy Act specifically prohibits the Federal
Energy Regulatory  Commission from  ordering retail transmission  access, the
states can  do so and  many believe that  the next logical  step will  be the
extension of competition for existing industrial customers which will present
both opportunities and challenges for the Company.

     Although management  believes  that the  Company is  well positioned  to
compete in this evolving  competitive market because of its technical skills
and expertise and its  position as a low cost producer, we intend to continue
to examine  ways to improve the  Company's competitive position.   Efforts to
improve operations and reduce  costs will continue in  order to maintain  and
enhance our position as a low cost producer.

     Although management may have  opportunities to improve shareholder value
through increased competition  as a  result of open  transmission access  and
other  provisions  of the  Energy  Policy  Act of  1992,  there  is risk  and
uncertainty, especially  for retail  ratepayers  and shareholders,  regarding
reliability of future transmission  service and fair compensation for  use of
the Company's  extensive high voltage transmission  facilities.  Management's
goal is to ensure  that, to the extent  the Company's facilities are  used by
others, there is fair and appropriate compensation.

Environmental Concerns and Cost Pressures

Clean Air Act

     The Clean Air Act Amendments of 1990 (CAAA) require, among other things,
substantial reductions  in sulfur  dioxide and nitrogen  oxides emitted  from
electric generating plants.

     Two  of the  Company's generating  units, Tanners Creek  Unit 4  and the
Breed Plant, are affected by the first phase of the CAAA.  Tanners Creek Unit
4 will comply by fuel switching  at minimal capital cost.  Management decided
early  in 1994 to  close the 325  megawatt (mw)  Breed Plant as  of March 31,
1994, due to its design  and age (commercial operation began in 1960) as well
as the additional cost of complying with the CAAA.

     The  closing of  the Breed  Plant is  not expected  to  adversely affect
results of operations  or financial  condition except as  it impacts  ongoing
Power Pool credits and charges.

     The ongoing earnings effect of closing  the Breed Plant will be that the
Company will  receive less capacity credits  for being a net  supplier to the
Power Pool, partially  offset by  a reduction in  operation, maintenance  and
depreciation expenses.   As of December  31, 1993  the unfavorable effect  on
earnings is expected to be  $10 million annually.  The Company  will seek re-
covery of this additional cost in future rate cases.

     Phase II of the CAAA,  effective in the year 2000, will  require further
actions  to comply.   Additional  costs will  be incurred  and recovery  from
customers will be sought for all CAAA costs.

Global Warming

     Concern about global climate change, or "the greenhouse effect" has been
the focus of intensive debate within the United States and  around the world.
Much of the uncertainty about what effects greenhouse gas concentrations will
have  on the  global climate  results from  a myriad  of factors  that affect
climate.  Based on the terms of a 1992 United Nations treaty that pledged the
United States to reduce greenhouse  gas emissions, the Clinton Administration
developed a  voluntary plan to reduce  by the year 2000  greenhouse gas emis-
sions to 1990  levels.  The AEP  System supports the plan and  will work with
the  U.S. Department of Energy (DOE)  and other electric utility companies to
formulate  a cost  effective  framework for  limiting  future greenhouse  gas
emissions.

     The AEP  System strongly  supports a policy  of proactive  environmental
stewardship,  whereby actions are taken  that make economic and environmental
sense on their  own merits, irrespective  of the uncertain  threat of  global
climate  change.    To  reduce  emissions,  we  support  energy  conservation
programs, development of more  efficient generation and end-use technologies,
and  forest management activities because  they are cost  effective and bring
long-term benefits to our  service area.  Should significant new  measures to
control  the burning  of  coal be  enacted, they  could affect  the Company's
competitiveness  and,  if  not  recovered from  customers,  adversely  impact
results of operations and financial condition.


EMF

     The potential  for electric and magnetic fields  (EMF) from transmission
and  distribution facilities to adversely  affect the public  health is being
extensively researched.   The AEP System continues to support EMF research to
help  determine the extent, if any, to  which EMF may adversely impact public
health.   Our concern is that new  laws imposing EMF limits  may be passed or
new regulations promulgated without sufficient scientific study and evidence
to support them.  As long as there is uncertainty about EMF, we will have 
difficulty finding  acceptable sites  for our  transmission facilities, which
could hamper economic growth  within our service area.  If  the present energy
delivery system  must be changed  because of EMF  concerns, or if  the courts 
conclude that EMF exposure  harms individuals and  that utilities are liable 
for damages, then results of operations and financial condition could be
adversely affected, unless the costs can be recovered from customers.

Hazardous Material

     By-products from the generation of electricity include materials such as
ash, slag,  sludge, low level radioactive  waste and spent nuclear  fuel.  In
addition, generating plants and transmission and distribution facilities have
used asbestos, polychlorinated biphenyls (PCBs) and other hazardous  and non-
hazardous materials.  Substantial costs to store and dispose of hazardous and
non-hazardous  materials  have   been  and  will  continue  to  be  incurred.
Significant additional costs  could be incurred  to comply with new  laws and
regulations  if enacted  and  to  clean  up  disposal  sites  under  existing
legislation.

     The  Superfund  created  by  the  Comprehensive  Environmental  Response
Compensation  and  Liability Act  addresses  cleanup  of hazardous  substance
disposal  sites and  authorizes  the United  States Environmental  Protection
Agency  (Federal EPA)  to administer the  cleanup programs.   The Company has
been named by the Federal EPA as a "potentially responsible  party" (PRP) for
seven sites and has received information requests for three other sites.  For
two  of  the PRP  sites, liability  has been  settled  with little  impact on
results of operations.  I&M  also has been named  a PRP at one Illinois  site
and  has received an information request for one Indiana site under analogous
state  cleanup laws.  Although  the potential liability  associated with each
site must be evaluated  individually, several general statements can  be made
regarding such potential liability.

     Whether  the Company  disposed of hazardous  substances at  a particular
site is often unsubstantiated; the quantity of material disposed of at a site
was generally small; and the nature of the material generally disposed of was
non-hazardous.  Typically, the Company is one of many parties  named PRPs for
a site and,  although liability is  joint and several,  at least some of  the
other  parties  are  financially   sound  enterprises.    Therefore,  present
estimates do not  anticipate material cleanup  costs for identified  disposal
sites.  However, if for unknown  reasons, significant costs are incurred  for
cleanup, results  of  operations and  possibly financial  condition would  be
adversely  affected unless the costs can by recovered from insurance proceeds
and/or customers.

Nuclear Operating Cost

     Operation and  maintenance  costs of  the  Company's two-unit  2,110  mw
Donald  C. Cook  Nuclear Plant  are directly  impacted by  increasing Nuclear
Regulatory  Commission requirements  and increasing  maintenance requirements
related to the aging of the units (Unit 1 began commercial  operation in 1975
and  Unit 2 in 1978).   While nuclear  fuel cost has  declined, the estimated
cost to decommission the  plant has increased to  a range of $588  million to
$1.1  billion.    The  increase  in  the range  from  previous  estimates  is
attributable to uncertainty  regarding future delays  in the DOE's  mandatory
Spent  Nuclear Fuel (SNF)  disposal program.   Delays in finding  a permanent
repository for SNF have increased costs reflecting a need to store SNF at the
plant  site for an extended time after  the plant ceases operations.  Manage-
ment intends to continue to seek recovery of increasing decommissioning costs
over  the remaining plant  life.  We  continue to examine  our operations for
better  ways to  operate and maintain  our two  nuclear units  to control the
growth in  operation, maintenance  and decommissioning  costs.     Management
recently restructured its nuclear  operations and  staff to address  these
concerns.   Efforts  are continuing to shorten refueling and maintenance
outages, to reduce their cost and to minimize  the cost  of replacement energy 
during the outage  periods. Should  the  nuclear units  be  retired  early for 
any  reason  or costs  of maintaining, operating  and decommissioning the 
plant and  disposing of  its spent nuclear fuel not be recovered through
rates, results of  operations and financial condition would be adversely
affected.

Litigation

     The Company  is involved in  a number of  legal proceedings  and claims.
While we  are unable  to predict the  outcome of such  litigation, it  is not
expected that  the resolution of these  matters will have  a material adverse
effect on financial condition.

New Accounting Standards

     Two  new accounting standards were  issued in 1993  that were adopted in
1994.  The implementation of these new standards will not  have a significant
effect on results of operations or financial condition.

Effects of Inflation

  Inflation  affects the  cost of  replacing utility  plant  and the  cost of
operating  and maintaining  such plant.   The  rate-making  process generally
limits recovery to the historical cost of assets resulting in economic losses
when  inflation effects are  not recovered from customers  on a timely basis.
However, economic gains that result from the repayment of long-term debt with
inflated dollars partly offset such losses.


INDEPENDENT AUDITORS' REPORT


To the Shareowners and Board of
 Directors of Indiana Michigan Power Company:

We have  audited  the accompanying  consolidated  balance sheets  of  Indiana
Michigan Power Company and its subsidiaries as of December 31, 1993 and 1992,
and  the related  consolidated statements  of income, retained  earnings, and
cash flows for each of the three years in the period ended December 31, 1993.
These  financial   statements  are   the  responsibility  of   the  Company's
management.  Our  responsibility is to express an  opinion on these financial
statements based on our audits.

We  conducted  our audits  in  accordance  with generally  accepted  auditing
standards.   Those standards  require that we  plan and perform  the audit to
obtain reasonable  assurance about whether the financial  statements are free
of  material misstatement.   An  audit includes examining,  on a  test basis,
evidence supporting the amounts and  disclosures in the financial statements.
An  audit  also  includes  assessing  the   accounting  principles  used  and
significant estimates made by management,  as well as evaluating the  overall
financial statement  presentation.   We  believe that  our  audits provide  a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects,  the financial position of Indiana  Michigan Power Company
and  its subsidiaries as  of December 31,  1993 and 1992, and  the results of
their  operations and their  cash flows  for each of  the three  years in the
period  ended  December  31,  1993  in  conformity  with  generally  accepted
accounting principles.

As  discussed in Notes 1 and 6 in Notes to Consolidated Financial Statements,
effective  January 1, 1993, the Company  changed its method of accounting for
income taxes to conform with Statement of  Financial Accounting Standards No.
109  "Accounting  for  Income  Taxes,"  and  its  method  of  accounting  for
postretirement benefits  other than  pensions to  conform  with Statement  of
Financial   Accounting  Standards   No.   106  "Employers'   Accounting   for
Postretirement Benefits Other Than Pensions."




DELOITTE & TOUCHE
Columbus, Ohio

February 22, 1994





Consolidated Statements of Income

                                                Year Ended December 31,
                                            1993        1992        1991
                                                    (in thousands) 
                                                                 
OPERATING REVENUES                        $1,202,643  $1,196,755  $1,225,867 

OPERATING EXPENSES:
   Fuel                                      220,206     193,830     251,325 
   Purchased Power                           108,274     180,365     122,573 
   Other Operation                           264,543     251,897     246,935 
   Maintenance                               142,637     137,787     119,242 
   Depreciation and Amortization             138,794     133,365     132,285 
   Amortization of Rockport Plant Unit 1
     Phase-in Plan Deferrals                  15,644      16,303      16,961 
   Taxes Other Than Federal Income Taxes      67,918      62,189      62,783 
   Federal Income Taxes                       34,707      25,499      46,474 
                Total Operating Expenses     992,723   1,001,235     998,578 

OPERATING INCOME                             209,920     195,520     227,289 

NONOPERATING INCOME (LOSS)                     (234)     14,115      (3,721)

INCOME BEFORE INTEREST CHARGES               209,686     209,635     223,568

INTEREST CHARGES                              80,373      85,687      86,636

NET INCOME                                   129,313      123,948    136,932

PREFERRED STOCK DIVIDEND REQUIREMENTS         14,225      15,417      15,417

EARNINGS APPLICABLE TO COMMON STOCK       $  115,088  $  108,531  $  121,515


See Notes to Consolidated Financial Statements.





Consolidated Balance Sheets

                                                         December 31,
                                                       1993         1992
                                                         (in thousands)
                                                             
ASSETS
ELECTRIC UTILITY PLANT:
   Production                                        $2,602,527   $2,559,905 
   Transmission                                         839,198      829,507 
   Distribution                                         608,752      576,309 
   General (including nuclear fuel)                     152,470      182,414 
   Construction Work in Progress                         88,010      118,345 
                 Total Electric Utility Plant         4,290,957    4,266,480 
   Accumulated Depreciation and Amortization          1,714,829    1,631,438 
                 NET ELECTRIC UTILITY PLANT           2,576,128    2,635,042 

OTHER PROPERTY AND INVESTMENTS                           432,459      403,111

CURRENT ASSETS:
   Cash and Cash Equivalents                              3,752        7,459 
   Accounts Receivable:
      Customers                                          67,246       62,325 
      Affiliated Companies                               24,507       41,139 
      Miscellaneous                                      30,087       31,536 
      Allowance for Uncollectible Accounts                 (504)        (562)
   Fuel - at average cost                                34,476       53,210 
   Materials and Supplies - at average cost              57,800       54,004 
   Accrued Utility Revenues                              34,642       78,555 
   Prepayments                                           12,043       11,163 
                 TOTAL CURRENT ASSETS                   264,049      338,829 

REGULATORY ASSETS:
   Amounts Due From Customers For
      Future Federal Income Taxes                       286,948         -    
   Other                                                205,874      268,816 
                TOTAL REGULATORY ASSETS                 492,822      268,816
                     TOTAL                           $3,765,458   $3,645,798 

See Notes to Consolidated Financial Statements.





                                                             December 31,   
                                                          1993         1992 
                                                            (in thousands)  
                                                                    
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
   Common Stock - No Par Value:
      Authorized - 2,500,000 Shares
      Outstanding - 1,400,000 Shares                 $   56,584   $   56,584 
   Paid-in Capital                                      734,933      726,157 
   Retained Earnings                                    177,638      171,309 
                Total Common Shareowner's Equity        969,155      954,050 
   Cumulative Preferred Stock:
       Not Subject to Mandatory Redemption               87,000      197,000 
       Subject to Mandatory Redemption                  100,000       -      
   Long-term Debt                                     1,073,154    1,168,721 
                TOTAL CAPITALIZATION                  2,229,309    2,319,771 

OTHER NONCURRENT LIABILITIES                            288,197      297,475 

CURRENT LIABILITIES:
   Long-term Debt Due Within One Year                      -          42,902 
   Short-term Debt - Commercial Paper                    50,075       44,200 
   Accounts Payable:
      General                                            40,437       37,214 
      Affiliated Companies                               17,481       12,471 
   Taxes Accrued                                         54,473       15,829 
   Interest Accrued                                      18,894       22,759 
   Obligations Under Capital Leases                      20,585       32,745 
   Other                                                 79,367       71,891
                TOTAL CURRENT LIABILITIES               281,312      280,011 

DEFERRED FEDERAL INCOME TAXES                            553,920     316,877 

DEFERRED INVESTMENT TAX CREDITS                          186,032     195,043 

DEFERRED GAIN ON SALE AND LEASEBACK - 
   ROCKPORT PLANT UNIT 2                                 211,446     218,754 

DEFERRED CREDITS                                          15,242      17,867 

COMMITMENTS AND CONTINGENCIES (Note 3)

                    TOTAL                            $3,765,458   $3,645,798 




Consolidated Statements of Cash Flows

                                                 Year Ended December 31,     
                                              1993        1992        1991   
                                                    (in thousands)           
                                                                 
OPERATING ACTIVITIES:
  Net Income                                 $ 129,313   $ 123,948   $ 136,932
  Adjustments for Noncash Items:
    Depreciation and Amortization              148,270     141,453     141,813
    Amortization of Rockport Plant
      Unit 1 Phase-in Plan Deferrals            15,644      16,303      16,961
    Amortization (Deferral) of Incremental
     Nuclear Refueling Outage Expenses (net)    33,827     (47,200)       - 
    Deferred Federal Income Taxes              (49,905)     29,897     (21,877)
    Deferred Investment Tax Credits             (8,543)     (9,673)     (9,188)
  Changes in Certain Current Assets and
     Liabilities:
         Accounts Receivable (net)              13,102      (7,432)     (4,389)
         Fuel, Materials and Supplies           14,938       1,018     (14,520)
         Accrued Utility Revenues               43,913     (41,068)      3,816 
         Accounts Payable                        8,233     (15,088)    (15,222)
         Taxes Accrued                          38,644       4,514       9,937 
   Other (net)                                 (17,064)    (16,448)      4,446 
           Net Cash Flows From
            Operating Activities               370,372     180,224     248,709 

INVESTING ACTIVITIES:
   Construction Expenditures                  (108,867)   (125,908)   (122,597)
   Proceeds from Sales of Property
     and Other                                   5,385         903       3,246 
           Net Cash Flows Used For
            Investing Activities              (103,482)   (125,005)   (119,351)

FINANCING ACTIVITIES:    
   Capital Contributions
     from Parent  Company                       10,000        -           -    
   Issuance of Cumulative
     Preferred Stock                            98,776        -           -    
   Issuance of Long-term Debt                  243,426     271,722      78,634 
   Retirement of Cumulative
     Preferred Stock                          (112,300)       -           -    
   Retirement of Long-term Debt               (392,093)   (203,185)    (92,623)
   Change in Short-term Debt (net)               5,875      (6,750)     12,055 
   Dividends Paid on Common Stock             (108,696)   (106,465)   (102,680)
   Dividends Paid on Cumulative
     Preferred Stock                           (15,585)    (15,417)    (15,417)
           Net Cash Flows Used For
            Financing Activities              (270,597)    (60,095)   (120,031)
Net Increase (Decrease) in Cash and
 Cash Equivalents                               (3,707)     (4,876)      9,327 
Cash and Cash Equivalents January 1              7,459      12,335       3,008
Cash and Cash Equivalents December 31        $   3,752   $   7,459   $  12,335 

See Notes to Consolidated Financial Statements.




Consolidated Statements of Retained Earnings

                                                  Year Ended December 31, 
                                              1993        1992        1991
                                                       (in thousands)        
                                                                 
Retained Earnings January 1                 $171,309    $169,243    $150,408 

Net Income                                   129,313     123,948     136,932 
                                             300,622     293,191     287,340 
Deductions:
  Cash Dividends Declared:
     Common Stock                            108,696     106,465     102,680 
     Cumulative Preferred Stock:
        4-1/8% Series                            495         495         495 
        4.56%  Series                            273         273         273 
        4.12%  Series                            165         165         165 
        5.90%  Series                            374        -           -      
        6-1/4% Series                            161        -           -      
        6-7/8% Series                          1,799        -           -      
        7.08%  Series                          2,124       2,124       2,124 
        7.76%  Series                          2,716       2,716       2,716 
        8.68%  Series                          2,517       2,604       2,604 
        $2.15  Series                          3,001       3,440       3,440 
        $2.25  Series                            600       3,600       3,600 
          Total Cash Dividends Declared      122,921     121,882     118,097 
  Other                                           63        -           -     
                    Total Deductions         122,984     121,882     118,097 

Retained Earnings December 31               $177,638    $171,309    $169,243 


See Notes to Consolidated Financial Statements.




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES:

Organization 

   Indiana  Michigan Power  Company (the  Company or  I&M) is  a wholly-owned
subsidiary of American Electric Power Company, Inc. (AEP Co., Inc.), a public
utility holding company.  The Company is engaged in the generation, purchase,
transmission  and  distribution of  electric  power in  northern  and eastern
Indiana and a portion of southwestern Michigan.   As a member of the American
Electric Power (AEP) System  Power Pool (Power Pool) and  a signatory company
to the  AEP Transmission Equalization Agreement, its  facilities are operated
in  conjunction with  the facilities  of certain  other AEP  Co., Inc.  owned
utilities as an integrated utility system.

   The Company has two wholly-owned subsidiaries, Blackhawk Coal  Company and
Price   River  Coal  Company,  that  were  formerly  engaged  in  coal-mining
operations.   Blackhawk Coal Company  currently leases and subleases portions
of its  Utah coal rights, land  and related mining equipment  to unaffiliated
companies.  Price River Coal  Company, which owns no land or  mineral rights,
is inactive.

Regulation

   As a member of the AEP System, I&M is subject to regulation by the Securi-
ties and Exchange Commission (SEC)  under the Public Utility Holding  Company
Act of  1935 (1935 Act).   Retail rates are regulated by  the Indiana Utility
Regulatory  Commission  (IURC) and  the  Michigan  Public Service  Commission
(MPSC).  The Federal Energy Regulatory Commission  (FERC) regulates wholesale
rates.

Principles of Consolidation

   The  consolidated financial  statements include  I&M and  its wholly-owned
subsidiaries.   Significant intercompany items were  eliminated in consolida-
tion.

Basis of Accounting

   As a rate-regulated entity, I&M's financial statements reflect the actions
of regulators that result in the  recognition  of revenues  and expenses  in 
different time  periods than enterprises  that are  not rate regulated.   In
accordance  with Statement of Financial Accounting Standards (SFAS)  No. 71,
Accounting for the  Effects of Certain  Types of Regulation (SFAS 71),
regulatory assets and liabilities are recorded  to   defer  expenses   or 
revenues reflecting such rate-making differences.

Utility Plant

   Electric utility plant is stated at original cost and is generally subject
to first mortgage liens.   Additions, major replacements and  betterments are
added  to  the  plant accounts.    Retirements from  the  plant  accounts and
associated  removal  costs, net  of  salvage, are  deducted  from accumulated
depreciation.

   The  costs of  labor,  materials and  overheads  incurred to  operate  and
maintain utility plant are included in operating expenses.

Allowance for Funds Used During Construction (AFUDC)

   AFUDC is a noncash income item that is recovered over the service life  of
utility  plant through depreciation and represents the estimated cost of bor-
rowed and equity funds  used to finance  construction projects.  The  average
rates used to accrue  AFUDC were 8.75% in 1993 and 9.25% in 1992 and 1991 and
the amounts of AFUDC accrued were $1.7 million, $3.8 million and $2.1 million
in 1993, 1992 and 1991, respectively.

Depreciation and Amortization

   Depreciation  is provided  on  a straight-line  basis  over the  estimated
useful lives  of utility plant and  is calculated largely through  the use of
composite  rates  by   functional  class  (i.e.,   production,  transmission,
distribution, etc.).  Amounts to be used for demolition  of non-nuclear plant
are  presently recovered through depreciation charges included in rates.  The
accounting  and rate-making treatment  afforded nuclear decommissioning costs
and nuclear fuel disposal costs are discussed in Note 3.

Rockport Plant

   Rockport Plant consists of  two 1,300 megawatt (mw) coal-fired units.  I&M
and  AEP Generating Company (AEGCo), an affiliate,  each owns 50% of one unit
(Rockport 1)  and each leases a 50%  interest in the other  unit (Rockport 2)
from unaffiliated lessors under an operating lease.  The gain on the sale and
leaseback of  Rockport 2 was  deferred and is  being amortized, with  related
taxes, over the initial lease term which expires in 2022.

   Rate   phase-in  plans   provide  for   the  recovery   and  straight-line
amortization  through  1997 of  prior- year  deferrals  of Rockport  1 costs.
Deferred amounts under the phase-in plans were $59 million and $75 million at
December 31, 1993 and 1992, respectively.

Cash and Cash Equivalents

   Cash and cash equivalents include temporary cash investments with original
maturities of three months or less.

Operating Revenues

   Revenues  include  an accrual  for  electricity consumed  but  unbilled at
month-end as well as billed revenues.

Fuel Costs

   Fuel  costs are matched with  revenues in accordance  with rate commission
orders.   Revenues  are accrued related  to unrecovered  fuel in  both retail
jurisdictions and  for replacement power  costs in the  Michigan jurisdiction
until approved for billing.   Wholesale jurisdictional fuel cost  changes are
expensed and billed as incurred.

Levelization of Nuclear Refueling Outage Costs

   Incremental operation  and  maintenance costs  associated  with  refueling
outages at  the Donald C. Cook  Nuclear Plant (Cook Plant)  are deferred with
the  approval of  regulators  for  amortization  over the  period  (generally
eighteen  months)  beginning with  the commencement  of  an outage  until the
beginning of  the next outage.  Deferred amounts were $13.4 million and $47.2
million at December 31, 1993, and 1992, respectively.

Income Taxes

   Effective January 1,  1993, the  Company adopted the  liability method  of
accounting for income taxes as prescribed  by SFAS 109, Accounting for Income
Taxes.   Under this  standard deferred federal income  taxes are provided for
all temporary differences between the  book cost and tax basis of  assets and
liabilities which  will result in a  future tax consequence.   In prior years
deferred federal  income taxes were  provided for timing  differences between
book and  taxable  income except  where flow-through  accounting for  certain
differences  was reflected  in rates.   Flow-through  accounting is  a method
whereby federal  income tax  expense for  a particular item  is the  same for
accounting and rate-making as in the federal  income tax return.  As a result
of the adoption of  SFAS 109 significant additional deferred  tax liabilities
were recorded for items  afforded flow-through treatment in rates.  In accor-
dance  with SFAS  71 significant  corresponding  regulatory assets  were also
recorded  to reflect the  future recovery  of additional  taxes due  when the
temporary  differences reverse.   As a  result of  this change  in accounting
effective January 1, 1993, deferred federal income  tax liabilities increased
by $259.6 million and regulatory assets by $254.3 million, and net income was
reduced by $5.3 million.

   Investment tax credits utilized in prior years' federal income tax returns
were deferred  and are  being amortized  over the life  of the  related plant
investment in accordance with rate-making treatment.

Debt and Preferred Stock

   Gains and losses  on reacquired debt  are deferred and amortized  over the
term of  the reacquired debt.   If the  debt is refinanced  the reacquisition
costs are deferred and amortized over the term of the replacement debt.

   Debt discount or premium and debt issuance expenses are amortized over the
term of the related debt, with the amortization included in interest charges.

   Redemption  premiums paid  to reacquire preferred  stock are  deferred and
amortized in  accordance with rate-making treatment.  The excess of par value
over costs of preferred stock reacquired to meet sinking fund requirements is
credited to paid-in capital.

Other Property and Investments

   Other property and investments are generally stated at cost.

Reclassifications

   Certain prior-period  amounts were  reclassified to conform  with current-
period presentation.



2. RATE MATTERS:

Rate Activity

   In November 1993 the IURC granted  a $34.7 million annual rate increase in
response to the Company's request for a $44.8 million increase filed in April
1992.  The  new rates include,  among other things,  recovery of the  ongoing
amounts being accrued for postretirement benefits other than pensions (OPEB),
an increase  in the provision for nuclear plant decommissioning costs and the
amortization of deferred incremental nuclear plant refueling outage costs.

   In October 1993 the MPSC approved a settlement agreement that provides for
a  three-step increase in recovery  of nuclear decommissioning  costs for the
Cook Plant.   The first step increase of $1.2  million annually was effective
in November 1993.   The second and  third steps provide for  recoveries to be
increased by $1  million annually in  May 1994 and  an additional $1  million
annually in November 1994.  The  MPSC also ordered that a new decommissioning
study be filed before December 1994.

Unaffiliated Coal and Affiliated Transportation Cost Recovery

   In October 1993 the FERC denied a request by a  wholesale customer seeking
rehearing of a February 1993 order.   The February 1993 order reversed a 1990
administrative  law  judge's initial  decision  and  dismissed the  wholesale
customer's  complaint  concerning the  reasonableness of  coal costs  from an
unaffiliated supplier who  leased a Utah mining operation from the Company in
1986  and affiliated  coal  transportation charges.    In December  1993  the
wholesale customer appealed the FERC order to the U.S. Court of Appeals.


3. COMMITMENTS AND CONTINGENCIES:

Construction and Other Commitments

   Substantial  construction  commitments  have  been made  although  no  new
generating capacity is  expected to  be constructed until  the next  century.
The aggregate  construction program expenditures for  1994-1996 are estimated
to be $410 million  and include the capital cost of compliance with the Clean
Air Act Amendments of 1990 (CAAA).

   Long-term fuel supply contracts  contain clauses for periodic adjustments.
The  retail jurisdictions have fuel  clause mechanisms that  provide with the
regulators' review and approval  for deferred recovery of changes in the cost
of fuel.  The contracts are for various terms, the longest of which extend to
2014,  and contain various  clauses that would  release the  Company from its
obligation under certain force majeure conditions.

Unit Power Agreements

   The Company is  committed under unit power  agreements to purchase 70%  of
AEGCo's  Rockport Plant capacity unless it is sold to unaffiliated utilities.
AEGCo has one long-term contract with an unaffiliated utility that expires in
1999 for 455 mw of Rockport Plant capacity.

   The Company sells under contract  up to 250 mw of Rockport  Plant capacity
to Carolina Power and Light  Company, an unaffiliated utility.  The  contract
expires in 2009.


Litigation

   An appeal  to the Indiana Court of Appeals by a local distribution utility
of  a 1992 DeKalb County  Circuit Court of Indiana  decision is pending.  The
circuit court dismissed the case filed  under a provision of Indiana law that
allows the  local distribution  utility to  seek damages equal  to the  gross
revenues  received by  the Company  for rendering  service in  the designated
service territory  of the local  distribution utility.   The Company  had re-
ceived  approximately $29 million in  gross revenues from  a major industrial
customer in the  local distribution  utility's service territory.   The  case
resulted  from a Supreme Court of Indiana decision which overruled an appeals
court and voided an IURC order  which assigned the major industrial  customer
to the Company.

   The Company  is involved in  other legal  proceedings and  claims.   While
management is unable to predict the outcome of litigation, it is not expected
that  the resolution  of these  other matters  will  have a  material adverse
effect on financial condition.

Clean Air

   The CAAA require  significant reductions  in sulfur  dioxide and  nitrogen
oxides emitted  from various  AEP System generating  plants.  The  law estab-
lished a deadline of 1995 for the first phase of reductions in sulfur dioxide
emissions (Phase I) and the year 2000 for the second phase (Phase II) as well
as a permanent nationwide cap on sulfur dioxide emissions after 1999.

   The AEP Systemwide  compliance plan  calls for fuel  switching to  medium-
sulfur coal  at I&M's Tanners  Creek Unit 4  with minimal capital  cost.  The
Breed  unit which is a  Phase I affected unit is  scheduled to close on March
31, 1994.  The Company's other generating units are not affected in Phase I.

   The   Company  will  incur  additional  costs  to  comply  with  Phase  II
requirements  at its generating plants.  In  addition, a portion of the costs
of  compliance for  the AEP  System may  be incurred  through the  Power Pool
(which is described in Note 5).  If I&M is unable to recover compliance costs
from  its customers, results of  operations and financial  condition would be
adversely impacted.

Other Environmental Matters

   The Company and its subsidiaries are regulated by federal, state and local
authorities with respect  to air  and water quality  and other  environmental
matters.

   The  generation of  electricity produces  non-hazardous and  hazardous by-
products.   Asbestos,  polychlorinated biphenyls  (PCBs) and  other hazardous
materials    have    been    used    in    the    generating    plants    and
transmission/distribution facilities.  Substantial costs to store and dispose
of  hazardous  and non-hazardous  materials have  been  incurred and  will be
incurred.  Significant additional  costs could be incurred  in the future  to
meet the requirements of new  laws and regulations, if enacted, and  to clean
up disposal sites under existing legislation.

   The  Superfund  created   by  the  Comprehensive   Environmental  Response
Compensation  and  Liability Act  addresses  cleanup  of hazardous  substance
disposal  sites and  authorizes  the United  States Environmental  Protection
Agency (Federal EPA)  to administer the  cleanup programs.   The Company  has
been named by the Federal EPA as a "potentially responsible  party" (PRP) for
seven sites and has received information requests for three other sites.  For
two  of  the PRP  sites, liability  has been  settled  with little  impact on
results of  operations.  I&M also has  been named a PRP  at one Illinois site
and has received an information request  for one Indiana site under analogous
state  cleanup laws.  Although  the potential liability  associated with each
site must be evaluated  individually, several general statements can  be made
regarding such potential liability.

   Whether  the Company disposed of hazardous substances at a particular site
is often unsubstantiated; the quantity of  material disposed of at a site was
generally small;  and the nature  of the material  generally disposed  of was
non-hazardous.  Typically, the Company is one of many parties  named PRPs for
a site and,  although liability is joint  and several, at  least some of  the
other  parties  are  generally  financially sound  enterprises.    Therefore,
present  estimates do  not anticipate material  cleanup costs  for identified
disposal  sites.   However,  if for  unknown  reasons, significant  costs are
incurred for cleanup, results of  operations and possibly financial condition
would  be adversely affected unless the costs can by recovered from insurance
proceeds and/or customers.

Nuclear Plant

   I&M owns  and operates  the two-unit 2,110  mw Cook  Plant under  licenses
granted  by  regulatory authorities.   The  operation  of a  nuclear facility
involves special  risks, potential  liabilities, and specific  regulatory and
safety requirements.   Should a nuclear incident occur at any facility in the
United  States  liability could  be substantial.    Should nuclear  losses or
liabilities  be underinsured  or  exceed accumulated  funds,  or should  rate
recovery  be denied, results of  operations and financial  condition would be
negatively  affected.    Specific   information  about  risk  management  and
potential liabilities is discussed below.

Nuclear Insurance

   Public liability  is limited  by law to  $9.4 billion  should an  incident
occur at any licensed reactor  in the United States.   Commercially available
insurance  provides $200 million of this coverage.  In the event of a nuclear
incident  at any  nuclear plant  in the  United States  the remainder  of the
liability would be provided by a deferred premium assessment of $79.3 million
on each licensed reactor payable in annual installments of $10 million.  As a
result,  I&M could be assessed $158.6 million per nuclear incident payable in
annual  installments of  $20 million.    The number  of  incidents for  which
payments could be required is not limited.

   Nuclear insurance pools and other insurance policies provide $2.75 billion
of  property damage,  decommissioning and  decontamination coverage  for Cook
Plant.  Additional insurance provides coverage for extra costs resulting from
a prolonged accidental Cook Plant outage.  Some of the policies have deferred
premium  provisions which  could  be triggered  by losses  in  excess of  the
insurer's  resources.  The losses could result  from claims at the Cook Plant
or certain  other nuclear  units.  The  Company could be  assessed up  to $24
million under these policies.

Spent Nuclear Fuel Disposal

   Federal  law provides  for government  responsibility for  permanent spent
nuclear fuel disposal  and assesses nuclear plant owners  fees for spent fuel
disposal.  The fee of one mill per kilowatthour for fuel consumed after April
6, 1983 is being collected from customers and remitted to  the U.S. Treasury.
Fees and related interest of $148 million for fuel consumed prior to April 7,
1983  have  been recorded  as long-term  debt and  a  regulatory asset.   The
regulatory asset is  being amortized as  rate recovery occurs.   I&M has  not
paid  the government the pre-April 1983 fees due to various factors including
continued delays and  uncertainties related to the  federal disposal program.
At December  31, 1993, funds collected  from customers to dispose  of nuclear
fuel and related earnings totalling $133 million  were held in external funds
included in the financial statements as other property and investments.

Decommissioning

   Decommissioning costs are accrued over the service life of the Cook Plant.
The licenses to operate the two nuclear units expire in 2014 and 2017.  After
expiration of the licenses the plant is expected to be decommissioned through
dismantling.  Estimated decommissioning costs range from $588 million to $1.1
billion in  1991  dollars.   The wide  range is  caused by  variables in  the
estimated  length of  time spent  nuclear fuel  must be  stored at  the plant
subsequent  to ceasing operations which depends on future developments in the
federal government's  spent nuclear  fuel disposal program.   Decommissioning
costs are being recovered based on at least the lower end of the range in the
current  and prior  studies.   I&M  records  decommissioning costs  in  other
operation expense and records a noncurrent decommissioning liability equal to
the rate recovery which was  $13 million in 1993, $12 million in 1992 and $11
million  in  1991.   Decommissioning  amounts  recovered  from customers  are
deposited in  external trusts.  Trust fund  earnings increase the fund assets
and the  recorded liability.  Trust  fund earnings decrease the  amount to be
recovered from ratepayers.   At December 31, 1993, the  decommissioning trust
fund  balance and  the accumulated  provision for  decommissioning were  $170
million.

   In  recent rate  increases, which  are  discussed in  Note 2,  the Company
received  additional annual amounts for the decommissioning of the Cook Plant
of $10  million in its Indiana jurisdiction and $3.2 million phased-in in its
Michigan jurisdiction.


4. COMMON SHAREOWNER'S EQUITY:

   Mortgage  indentures,   debentures,  charter  provisions   and  orders  of
regulatory authorities  place various  restrictions  on the  use of  retained
earnings for  the payment of cash dividends on common stock.  At December 31,
1993, $5.9 million of retained earnings were restricted.  Regulatory approval
is required to pay dividends out of paid-in capital.

   In 1993,  I&M's parent made  a cash  capital contribution of  $10 million.
Also in 1993 $1.2 million,  representing the issuance costs for three  series
of cumulative preferred stock, was charged to paid-in capital.  There were no
other  transactions affecting the common stock or paid-in capital accounts in
1993, 1992 or 1991.


5. RELATED PARTY TRANSACTIONS:

   Benefits and costs of the System's generating plants are shared by members
of the Power Pool.  Under the terms of the  System Interconnection Agreement,
capacity charges  and  credits are  designed  to  allocate the  cost  of  the
System's capacity  among the Power Pool members  based on their relative peak
demands  and generating reserves.  Power Pool members are compensated for the
out-of-pocket costs  of energy  delivered to the  Power Pool and  charged for
energy received from the Power Pool.

   Operating  revenues include $204.6 million in 1993, $154.1 million in 1992
and  $204.8 million in  1991 for supplying  energy and capacity  to the Power
Pool.   Purchased  power expense includes  charges of $20.9  million in 1993,
$82.6 million in 1992  and $24.6 million in 1991 for energy received from the
Power Pool.

   Power Pool members share in wholesale sales to unaffiliated utilities made
by the Power Pool.  The Company's share was included in operating revenues in
the amount of $57 million in 1993, $45.8 million in 1992 and $65.5 million in
1991.

   In addition, the  Power Pool purchases  power from unaffiliated  companies
for immediate resale to other unaffiliated utilities.  The Company's share of
these  purchases was  included in  purchased power  expense and  totaled $5.1
million in 1993,  $6.5 million in 1992  and $13.7 million in  1991.  Revenues
from these transactions are included in the above Power Pool wholesale sales.

   The cost of power purchased from AEGCo, an affiliated company  that is not
a  member of the Power  Pool, was included in purchased  power expense in the
amounts of $78.9 million, $88 million and $83 million in 1993, 1992 and 1991,
respectively.

   The Company operates the Rockport  Plant and bills AEGCo for its  share of
operating costs.

   AEP System companies participate in a transmission equalization agreement.
This  agreement  combines  certain   AEP  System  companies'  investments  in
transmission  facilities and shares the  costs of ownership  in proportion to
the System  companies' respective peak demands.  Pursuant to the terms of the
agreement, credits of  $47.4 million,  $48.2 million and  $46.2 million  were
recorded in other operation  expense for transmission services in  1993, 1992
and 1991, respectively.

   Revenues  from providing  barging services  were recorded  in nonoperating
income as follows:

                           Year Ended December 31,    
                          1993        1992       1991
                                 (in thousands)

Affiliated Companies    $25,372     $24,753    $23,863
Unaffiliated Companies    1,717       3,964      4,641
     Total              $27,089     $28,717    $28,504

   American  Electric Power  Service  Corporation  (AEPSC)  provides  certain
managerial and professional  services to AEP System companies.   The costs of
the services are  determined by AEPSC on a direct-charge  basis to the extent
practicable and on  reasonable bases  of proration for  indirect costs.   The
charges for services are made at cost and include no compensation for the use
of equity capital,  which is furnished  to AEPSC by  AEP Co., Inc.   Billings
from  AEPSC  are capitalized  or  expensed depending  on  the  nature of  the
services  rendered.  AEPSC and its billings  are subject to the regulation of
the SEC under the 1935 Act.


6. BENEFIT PLANS:

   The Company and  its subsidiaries  participate in the  AEP System  pension
plan, a trusteed, noncontributory defined benefit plan covering all employees
meeting  eligibility requirements.  Benefits  are based on  service years and
compensation  levels.  Effective January 1, 1992 employees may retire without
reduction of benefits at age 62 and with reduced benefits as early as age 55.
Pension  costs are allocated by  first charging each  System company with its
service cost and  then allocating the remaining pension cost in proportion to
its share of the projected benefit obligation.  The funding policy is to make
annual trust  fund contributions equal to the net periodic pension cost up to
the maximum amount deductible for federal income taxes, but not less than the
minimum contribution required by law.

   Net pension costs  for the years  ended December 31,  1993, 1992 and  1991
were $4.7 million, $5.6 million and $2.3 million, respectively.

   An  employee  savings  plan  is  offered  which  allows  participants   to
contribute  up to 16% of  their salaries into  three investment alternatives,
including AEP  Co., Inc.  common stock.   The  Company contributes an  amount
equal to  one-half of  the  first 6%  of the  employees'  contribution.   The
Company's contribution is invested in AEP Co., Inc. common stock  and totaled
$3.5 million in 1993, $3.3 million in 1992 and $3.1 million in 1991.

   The AEP System provides certain other benefits for retired employees under
an AEP System other postretirement benefit plan.  Substantially all employees
are  eligible for  health care and  life insurance  benefits if  they have at
least 10  service years and, effective January 1, 1992, are age 55 at retire-
ment.   Prior to  1993, net  costs of  these benefits  were recognized  as an
expense when paid and totaled $2.7 million and $2.6 million in 1992 and 1991,
respectively.

   SFAS  106, Employers'  Accounting for  Postretirement Benefits  Other Than
Pensions, was adopted in January 1993.   SFAS 106 requires the accrual of the
present  value liability for the  cost of postretirement  benefits other than
pensions (OPEB) during the employee's service years.  Prior service costs are
being recognized as a transition obligation  over 20 years in accordance with
SFAS 106.  OPEB  costs are based on actuarially-determined stand  alone costs
for each  System company.   The funding policy  is to  contribute incremental
amounts recovered through  rates and  cash generated by  the corporate  owned
life insurance (COLI) program.  The annual accrued costs for 1993 required by
SFAS  106 for employees and retirees, which  includes the recognition of one-
twentieth of the prior service transition obligation, was $12.4 million.

   The Company received approval from the IURC to recover the  increased OPEB
costs.  In  the Michigan  and wholesale jurisdictions,  the Company  received
authority to  defer the  increased OPEB costs  which are not  being currently
recovered in rates.  Future recovery of the deferrals and  the annual ongoing
OPEB costs will  be sought in  the next base rate  filings.  At  December 31,
1993, $6.2 million of incremental OPEB costs were deferred.

   To  reduce  the  impact of  adopting  SFAS  106,  management took  several
measures.   First, a Voluntary Employees Beneficiary Association (VEBA) trust
fund for OPEB benefits  was established.  A $4.3 million advance contribution
was made to the trust fund in 1990, the maximum amount deductible for federal
income  tax purposes.  In 1993, a $700,000  contribution was made to the VEBA
trust fund from amounts recovered from ratepayers.  In addition, to help fund
and reduce the future costs of OPEB benefits, a COLI program was implemented,
except  where  restricted  by  state  law.   The  insurance  policies  have a
substantial  cash  surrender  value  which   is  recorded,  net  of   equally
substantial  policy loans, as other  property and investments.   The policies
generated cash of  $600,000 in 1993, $1,700,000 in 1992  and $700,000 in 1991
inclusive  of related tax  benefits which was  contributed to the  VEBA trust
fund.  In 1997 the  premium will be fully paid and the cash  generated by the
policies should increase significantly.


7. SUPPLEMENTARY INFORMATION:

                           Year Ended December 31,    
                          1993        1992       1991
                                 (in thousands)
Taxes other than federal
 income taxes include:
Real and Personal 
  Property              $35,683     $35,818    $33,265
State Gross Receipts,
  Excise, Franchise 
  and Miscellaneous
  State and Local        15,008      15,179     15,902
Payroll                   9,001       8,911      8,075
State Income              8,226       2,281      5,541
     Total              $67,918     $62,189    $62,783


Cash was paid for:
Interest (net of 
  capitalized amounts)  $82,509     $84,691    $84,581
Income Taxes             68,303      15,285     73,694

Noncash acquisitions
  under capital
  leases were            15,467      47,905     25,624



8. FEDERAL INCOME TAXES:

  The details of federal income taxes as reported are as follows:
                                                                      
                                                Year Ended December 31,        
                                           1993         1992       1991
                                                    (in thousands)
                                                               
Charged (Credited) to Operating
 Expenses (net):
  Current                                 $ 93,974     $ 9,122     $ 73,702
  Deferred                                 (50,959)     25,405      (18,793)
  Deferred Investment Tax Credits           (8,308)     (9,028)      (8,435)
        Total                               34,707      25,499       46,474 
Charged (Credited) to 
 Nonoperating Income (net):
  Current                                    6,026       1,569        3,348 
  Deferred                                   1,054       4,492       (3,084)
  Deferred Investment Tax Credits             (235)       (645)        (753)
        Total                                6,845       5,416         (489)
Total Federal Income Taxes as Reported    $ 41,552     $30,915     $ 45,985 


   The following is a reconciliation of the difference between the amount  of
federal income taxes  computed by multiplying book income before  federal
income taxes by the statutory tax rate, and the amount of federal income taxes
reported.

                                                Year Ended December 31,        
                                           1993          1992       1991
                                                    (in thousands)
                                                                
Net Income                                $129,313     $123,948    $136,932 
Federal Income Taxes                        41,552       30,915      45,985 
Pre-tax Book Income                       $170,865     $154,863    $182,917 

Federal Income Tax on Pre-tax Book 
 Income at Statutory Rate (35% in 1993
  and 34% in 1992 and 1991)                $59,803      $52,653     $62,192 
Increase (Decrease) in Federal Income Tax
  Resulting From the Following Items:
    Removal Costs                          (2,632)       (3,042)     (2,259)
    Adoption of SFAS 109                    5,271          -           -    
    Investment Tax Credits (net)           (8,543)       (9,011)     (9,087)
    Corporate Owned Life Insurance         (4,697)       (4,402)     (3,044)
    Other                                  (7,650)       (5,283)     (1,817)
Total Federal Income Taxes as Reported    $41,552       $30,915     $45,985 

Effective Federal Income Tax Rate            24.3%         20.0%       25.1%




   The following are the principal components of federal income taxes as
reported:

                                               Year Ended December 31,
                                            1993          1992       1991 
                                                    (in thousands)
                                                              
Current:
  Federal Income Taxes                    $100,000     $10,029     $76,949
  Investment Tax Credits                     -             662         101
Total Current Federal Income Taxes         100,000      10,691      77,050

Deferred:
  Depreciation                             (12,167)     (8,356)     (6,969)
  Unrecovered and Levelized Fuel           (13,795)     11,729        (670)
  Nuclear Fuel                              (3,271)      5,410      (6,484)
  Deferred Return - Rockport Plant Unit 1   (2,644)     (2,772)     (2,864)
  Deferred Net Gain - Rockport 
    Plant Unit 2                             3,922       4,230       3,098 
  Levelized Nuclear Refueling Costs        (11,488)     16,048         -   
  Accrued Interest Income                   (3,854)      3,854         -   
  Adoption of SFAS 109                       5,271         -           -   
  Other                                    (11,879)       (246)     (7,988)
Total Deferred Federal Income Taxes        (49,905)     29,897     (21,877)
Total Deferred Investment Tax Credits       (8,543)     (9,673)     (9,188)
Total Federal Income Taxes as Reported    $ 41,552     $30,915    $ 45,985 


   The  Company and its  subsidiaries join  in the  filing of  a consolidated
federal  income tax  return with  their affiliates  in the  AEP System.   The
allocation of the AEP System's current consolidated federal income tax to the
System companies is in  accordance with SEC rules under the  1935 Act.  These
rules permit the allocation of the benefit of current tax  losses and invest-
ment tax  credits utilized  to the  System companies giving  rise to  them in
determining  their current tax  expense.  The  tax loss of  the System parent
company, AEP Co., Inc., is allocated to its subsidiaries with taxable income.
With  the  exception  of the  loss  of  the  parent  company, the  method  of
allocation  approximates a  separate return  result for  each company  in the
consolidated group.

   The AEP System settled with the Internal Revenue Service (IRS)  all issues
from the audits of the consolidated federal income tax returns  for the years
prior to 1988.  Returns for  the years 1988 through 1990 are  presently being
audited  by the IRS.   In the opinion of management,  the final settlement of
open years will not have a material effect on results of operations.


   The  net deferred tax liability of $553.9  million at December 31, 1993 is
composed   of  deferred  tax  assets  of  $233.4  million  and  deferred  tax
liabilities of $787.3 million.   The significant temporary differences giving
rise to the net deferred tax liability are:

                                    Deferred Tax Asset
                                        (Liability)
                                       (in thousands)

Property Related Temporary Differences   $(494,966)
Amounts Due From Customers
  For Future Federal Income Taxes         (100,432)
Deferred Net Gain - 
  Rockport Plant Unit 2                     62,761
All Other (net)                            (21,283)
    Total Net Deferred Tax Liability     $(553,920)


9. LEASES:

   Leases of property, plant and equipment are for periods up to 35 years and
require payments of related property taxes,  maintenance and operating costs.
The  majority of  the leases  have purchase  or renewal  options and  will be
renewed or replaced by other leases.

   Lease rentals  are generally  charged to  operating expense  in accordance
with rate-making treatment.  The components of rentals are as follows:

                            Year Ended December 31,   
                          1993       1992       1991
                                (in thousands)

Operating Leases        $103,884   $109,466   $101,013
Amortization of
  Capital Leases          46,063     24,124     54,528
Interest on
  Capital Leases           8,873      7,473      9,907
      Total Rental 
        Payments        $158,820   $141,063   $165,448


   Properties under capital leases and related obligations recorded on the
Consolidated Balance Sheets are as follows:
                                     December 31,     
                                  1993          1992
                                    (in thousands)

Electric Utility Plant:
  Production                   $  8,033       $ 11,407
  Distribution                   14,717         14,702
  General:
    Nuclear Fuel 
      (net of amortization)      45,661         84,208
    Other                        48,418         46,494
      Total Electric Utility 
        Plant                   116,829        156,811
  Accumulated Amortization       27,359         30,630
      Net Electric Utility 
        Plant                    89,470        126,181

Other Property                   11,269          2,327
Accumulated Amortization          1,986          1,819
      Net Other Property          9,283            508
        Net Properties under
          Capital Lease        $ 98,753       $126,689

Obligations under 
  Capital Leases               $ 98,753       $126,689
Less Portion Due Within
  One Year                       20,585         32,745
Noncurrent Liability           $ 78,168       $ 93,944

   Properties under operating leases and related obligations are not included
in the Consolidated Balance Sheets.

   Future minimum lease rentals consisted of the following at December 31,
1993:

                                        Non-
                                        Cancelable
                          Capital       Operating
                          Leases        Leases     
                             (in thousands)

  1994                    $ 9,380       $   98,667
  1995                      8,574           98,203 
  1996                      7,601           97,885 
  1997                      6,889           96,029 
  1998                      6,257           91,118 
  Later Years              38,383        2,011,781 

  Total Future Minimum 
    Lease Payments         77,084(a)    $2,493,683 

  Less Estimated 
    Interest Element       23,992

  Estimated Present 
   Value of Future 
   Minimum Lease 
   Payments                53,092
  Unamortized Nuclear 
   Fuel                    45,661   
    Total                 $98,753

(a) Minimum lease rentals do not include nuclear fuel rentals.  The rental
payments are based on the heat produced plus carrying
charges on the unamortized nuclear fuel balance.


10.  CUMULATIVE PREFERRED STOCK:
   At December 31, 1993, authorized shares of cumulative preferred stock were
as follows:
                             Par Value                     Shares Authorized
                               $100                             2,250,000
                                 25                            11,200,000
   The cumulative preferred stock is callable at the price indicated plus
accrued dividends.  The involuntary liquidation preference is par value. 
Unissued shares of the cumulative preferred stock may or may not possess
mandatory redemption characteristics upon issuance.  The Company issued
350,000 shares of 6.30% Cumulative Preferred Stock Subject to Mandatory
Redemption, par value $100, on February 8, 1994 and redeemed 350,000 shares 
of 7.76% Cumulative Preferred Stock Not Subject to Mandatory Redemption, par
value $100, on February 14, 1994.


A. Cumulative Preferred Stock Not Subject to Mandatory Redemption:

              Call Price                                                          Shares                Amount
              December 31,      Par        Number of Shares Redeemed           Outstanding           December 31,
Series          1993           Value        Year Ended December 31,         December 31, 1993      1993       1992 
                                            1993      1992      1991                                (in thousands)
                                                                                    
4-1/8%         $106.125        $100          -         -         -                120,000        $ 12,000   $ 12,000
4.56%           102             100          -         -         -                 60,000           6,000      6,000
4.12%           102.728         100          -         -         -                 40,000           4,000      4,000
7.08%           101.85          100          -         -         -                300,000          30,000     30,000
7.76%           102.28          100          -         -         -                350,000          35,000     35,000
8.68%              -             -          300,000    -         -                   -               -        30,000
$2.15              -             -        1,600,000    -         -                   -               -        40,000
$2.25              -             -        1,600,000    -         -                   -               -        40,000
                                                                                                 $ 87,000   $197,000


B. Cumulative Preferred Stock Subject to Mandatory Redemption:


                                                                  Shares                                Amount
                                          Par                  Outstanding                           December 31,
Series(a)                                Value              December 31, 1993                       1993       1992
                                                                                                     (in thousands)
                                                                                                 
5.90% (b)                                $100                     400,000                        $ 40,000    $   -  
6-1/4%(c)                                 100                     300,000                          30,000        -  
6-7/8%(d)                                 100                     300,000                          30,000        -  
                                                                                                 $100,000    $   -  
(a) Not callable until after 2002.  There are no aggregate sinking fund provisions through 2002.
(b) Shares issued November 1993.  Commencing  in 2004 and continuing through the year 2008, a sinking fund for the 5.90% cumulative
preferred stock will require the redemption  of 20,000 shares each year and  the redemption of the remaining shares outstanding on
January 1, 2009, in each case at $100 per share.
(c)  Shares issued November 1993.  Commencing in 2004 and continuing through the year 2008, a sinking fund for the 6-1/4%
cumulative preferred stock will require the redemption of 15,000 shares each year and the redemption of the remaining shares
outstanding on April 1, 2009, in each case at $100 per share.



11.  LONG-TERM DEBT AND LINES OF CREDIT:

   Long-term debt by major category was outstanding as follows:

                                   December 31,     
                               1993           1992
                                 (in thousands)

First Mortgage Bonds      $  571,468     $  713,916
Installment Purchase 
  Contracts                  307,823        308,333
Other Long-term Debt (a)     147,810        143,321
Notes Payable to Banks        40,000         40,000
Sinking Fund Debentures        6,053          6,053
                           1,073,154      1,211,623
Less Portion Due Within
  One Year                      -            42,902

  Total                   $1,073,154     $1,168,721

(a) Nuclear Fuel Disposal Costs including interest accrued.  See Note 3.

   First mortgage bonds outstanding were as follows:
                                               December 31,
                                           1993        1992 
                                             (in thousands) 
% Rate  Due                    
4-3/8   1993 - August 1                   $  -       $ 42,902 
7-7/8   1997 - February 1                    -         50,000 
9-1/8   1997 - July 1                        -         75,000 
7       1998 - May 1                       35,000      35,000 
7.30    1999 - December 15                 35,000      35,000 
8-7/8   2000 - April 1                       -         50,000 
7.60    2002 - November 1                  50,000      50,000 
7.70    2002 - December 15                 40,000      40,000 
6.80    2003 - July 1                      20,000        -    
6.55    2003 - October 1                   20,000        -    
6.10    2003 - November 1                  30,000        -    
8-3/8   2003 - December 1                    -         40,000 
9-1/2   2008 - March 1                       -         34,034 
8-3/4   2017 - February 1                 100,000     100,000 
9.50    2021 - May 1                       10,000      10,000 
9.50    2021 - May 1                       10,000      10,000 
9.50    2021 - May 1                       20,000      20,000 
8.75    2022 - May 1                       50,000      50,000 
8.50    2022 - December 15                 75,000      75,000 
7.80    2023 - July 1                      20,000        -    
7.35    2023 - October 1                   20,000        -    
7.20    2024 - February 1                  40,000        -    
Unamortized Discount (net)                 (3,532)     (3,020)
                                          571,468     713,916 
Less Portion Due Within One Year             -         42,902 

  Total                                  $571,468    $671,014 


   Certain  indentures   relating  to   the  first  mortgage   bonds  contain
improvement, maintenance and replacement  provisions requiring the deposit of
cash or bonds with the trustee, or in lieu thereof, certification of unfunded
property additions.

   Installment purchase contracts  have been entered into in  connection with
the  issuance of pollution control  revenue bonds by governmental authorities
as follows:

                                             December 31,   
                                           1993       1992 
                                            (in thousands) 

% Rate  Due                    
City of Lawrenceburg, Indiana:
7       2006 - May 1                     $   -       $ 40,000 
6-7/8   2006 - May 1                         -         12,000 
7       2015 - April 1                     25,000      25,000 
5.9     2019 - November 1                  52,000        -    
City of Rockport, Indiana:
9-1/4   2014 - August 1                    50,000      50,000 
6-3/4(a)2014 - August 1                    50,000      50,000 
(b)     2014 - August 1                    50,000      50,000 
7.6     2016 - March 1                     40,000      40,000 
City of Sullivan, Indiana:
7-3/8   2004 - May 1                         -          7,000 
6-7/8   2006 - May 1                         -         25,000 
7-1/2   2009 - May 1                         -         13,000 
5.95    2009 - May 1                       45,000        -    
Unamortized Discount                       (4,177)     (3,667)

  Total                                   $307,823    $308,333

(a) The adjustable interest rate changed on August 1, 1990 and will change
every five years thereafter.
(b) The variable interest rate is determined weekly.  The average weighted
interest was 3.0% in 1993 and 3.7% for 1992.

   Under  the terms of certain installment purchase contracts, the Company is
required to  pay amounts sufficient to  enable the cities to  pay interest on
and the principal  (at stated  maturities and upon  mandatory redemption)  of
related pollution control revenue bonds issued to finance the construction of
pollution control facilities at certain generating plants.  On certain series
the  principal is payable at stated maturities or  on the demand of the bond-
holders at periodic interest adjustment dates.   Accordingly, the installment
purchase contracts have been classified for repayment purposes based on their
next interest rate  adjustment date.   Certain series  are supported by  bank
letters of credit which expire in 1995.

   A $40 million unsecured promissory note  payable to a bank is due November
19, 1995 at an annual interest rate of 9.07%.

   The sinking fund debentures are due May 1, 1998 at an  interest rate of 7-
1/4%.  Prior to December 31, 1993, sufficient principal amounts of debentures
had  been reacquired in anticipation of all future sinking fund requirements.
Additional debentures of up to $300,000 may be called annually.

   At December 31, 1993, annual long-term debt payments, excluding premium or
discount, are as follows:
                                  Principal Amount
                                   (in thousands) 

  1994                               $     -      
  1995                                  140,000
  1996                                     -
  1997                                     -
  1998                                   41,053
  Later Years                           899,810   
    Total                            $1,080,863   

   Short-term  debt borrowings are  limited by provisions of  the 1935 Act to
$200  million  and further  limited by  charter  provisions to  $127 million.
Lines of credit are shared with AEP System companies and at December 31, 1993
and  1992 were  available in the  amounts of  $537 million  and $521 million,
respectively.  Commitment fees of approximately 3/16 of 1% a year are paid to
the banks to maintain the lines of credit.

12.  FAIR VALUE OF FINANCIAL INSTRUMENTS:

   The carrying  amounts of cash  and cash equivalents,  accounts receivable,
short-term debt, and accounts  payable approximate fair value because  of the
short-term maturity of  these instruments.    At December  31, 1993 and  1992
fair values for  external trust funds were $321 million  and $270 million and
carrying  values  were $303  million and  $262  million, respectively.   Fair
values for long-term debt were $1.1 billion and $1.2 billion  at December 31,
1993 and 1992,  respectively.  Fair value at December  31, 1993 for preferred
stocks subject  to mandatory redemption,  which were issued in  1993, was $99
million.   Fair  values are  based on quoted  market prices  for the  same or
similar  issues  and  the current  dividend  or  interest  rates offered  for
instruments of the same  remaining maturities.  External trust funds are used
to accumulate  funds collected from customers for  future nuclear liabilities
and are reported on the balance sheet as other property and investments.  The
carrying amount of the  pre-April 1983 spent nuclear fuel  disposal liability
approximates the Company's best estimate of its fair value.


13. UNAUDITED QUARTERLY FINANCIAL INFORMATION:

Quarterly Periods
     Ended               Operating  Operating   Net
                         Revenues   Income    Income 
                                  (in thousands)
1993
 March 31                 $302,968   $53,269   $28,522
 June 30                   278,100    40,722    21,397
 September 30              320,409    52,898    33,658
 December 31               301,166    63,031    45,736

1992
 March 31                  301,134    54,022    35,035
 June 30                   280,421    43,535    24,844
 September 30              311,080    45,323    24,384
 December 31               304,120    52,640    39,685

   Fourth  quarter 1992 net income includes $13 million comprised of interest
on  prior  years' federal  income  tax refunds  and  cost  reductions due  to
favorable benefit plans experience.