INDIANA MICHIGAN POWER COMPANY
                        POWER OF ATTORNEY


          Each of the undersigned directors or officers of INDIANA
MICHIGAN POWER COMPANY, an Indiana corporation, which is to file
with the Securities and Exchange Commission, Washington, D.C.
20549, under the provisions of the Securities Act of 1933, as
amended, one or more Registration Statements for the registration
thereunder of up to $150,000,000 aggregate principal amount of its
First Mortgage Bonds or senior or subordinated debt (including
junior subordinated debentures), in one or more new series, each
series to have a maturity of not more than 50 years, does hereby
appoint E. LINN DRAPER, JR., G. P. MALONEY, BRUCE M. BARBER and
ARMANDO A. PENA his true and lawful attorneys, and each of them his
true and lawful attorney, with power to act without the others, and
with full power of substitution or resubstitution, to execute for
him and in his name said Registration Statement(s) and any and all
amendments thereto, whether said amendments add to, delete from or
otherwise alter the Registration Statement(s) or the related
Prospectus(es) included therein, or add or withdraw any exhibits or
schedules to be filed therewith and any and all instruments
necessary or incidental in connection therewith, hereby granting
unto said attorneys and each of them full power and authority to do
and perform in the name and on behalf of each of the undersigned,
and in any and all capacities, every act and thing whatsoever
required or necessary to be done in and about the premises, as
fully and to all intents and purposes as each of the undersigned
might or could do in person, hereby ratifying and approving the
acts of said attorneys and each of them.

          IN WITNESS WHEREOF the undersigned have hereunto set
their hands and seals this 25th day of October, 1995.



 /s/ E. Linn Draper, Jr.            /s/ Wm. J. Lhota             
E. Linn Draper, Jr.      L.S.      Wm. J. Lhota             L.S.


 /s/ Mark A. Bailey                 /s/ G. P. Maloney            
Mark A. Bailey           L.S.      G. P. Maloney            L.S.


 /s/ G. A. Clark                    /s/ J. J. Markowsky          
G. A. Clark              L.S.      J. J. Markowsky          L.S.


 /s/ P. J. DeMaria                  /s/ Richard C. Menge         
P. J. DeMaria            L.S.      Richard C. Menge         L.S.


 /s/ W. N. D'Onofrio                /s/ A. H. Potter             
W. N. D'Onofrio          L.S.      A. H. Potter             L.S.


                                    /s/ D. B. Synowiec           
                                   D. B. Synowiec           L.S.

[96FN0000.IMP]