EXHIBIT 3(b)
                       INDIANA MICHIGAN POWER COMPANY

                           ARTICLES OF AMENDMENT
                                  TO THE
                AMENDED ARTICLES OF ACCEPTANCE, AS AMENDED


     1.   The name of the corporation is INDIANA MICHIGAN POWER 
COMPANY.

     2.   The Amendment adopted is to remove in its entirety ARTICLE 6A, 
Clause 7(B)(c) from the Amended Articles of Acceptance,as amended.

     3.   On January 30, 1997, notice of the meeting, accompanied 
by a copy of the Amendment, was given in the manner provided in the 
Indiana Code to each of the Corporation's shareholders of record.  The 
foregoing Amendment was adopted by the shareholders of the Corporation 
on February 28, 1997.

     4.   On January 29, 1997, the foregoing Amendment was proposed by 
the Board of Directors of the Corporation, which found adoption of the 
Amendment to be in the Corporation's best interest and directed that 
it be submitted to the shareholders of the Corporation for their approval 
at a special meeting on February 28,1997.

     5. Holders of the shares of the Corporation's common stock
and preferred stock were eligible to vote separately as a class in
the adoption of the Amendment.  The number of shares of common stock 
and preferred stock voted for the Amendment was sufficient to approve 
the Amendment.  The designation, the number of outstanding shares on 
the record date, the number of votes entitled to be cast by each voting 
group entitled to vote separately on the foregoing Amendment and the 
undisputed number of votes cast for, against and abstaining from the 
Amendment were as follows:


                           Entitled
Class         Outstanding  to Vote      For       Against  Abstain
                                              
Cumulative 
Preferred 
Stock, par 
value $100 
per share     1,569,767    1,569,767   1,210,512   93,188   1,146

Common Stock
no par value  1,400,000    1,400,000   1,400,000      -0-     -0-


                                   INDIANA MICHIGAN POWER COMPANY

                                   By_/s/ John M. Adams, Jr.
                                      John M. Adams, Jr.
                                      Assistant Secretary
March 6, 1997