FORM T-1

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                           STATEMENT OF ELIGIBILITY
                  UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                   CORPORATION DESIGNATED TO ACT AS TRUSTEE

                     CHECK IF AN APPLICATION TO DETERMINE
                     ELIGIBILITY OF A TRUSTEE PURSUANT TO
                       SECTION 305(b)(2)    |__|


                             THE BANK OF NEW YORK
             (Exact name of trustee as specified in its charter)


New York                                                 13-5160382
(State of incorporation                                  (I.R.S. employer
if not a U.S. national bank)                             identification no.)

One Wall Street, New York, N.Y.                          10286
(Address of principal executive offices)                 (Zip code)



                        INDIANA MICHIGAN POWER COMPANY
             (Exact name of obligor as specified in its charter)


Indiana                                                  35-0410455
(State or other jurisdiction of                          (I.R.S. employer
incorporation or organization)                            identification no.)

One Summit Square
P.O. Box 60
Fort Wayne, Indiana                                      46801
(Address of principal executive offices)                 (Zip code)


                                Debt Securities
                     (Title of the indenture securities)


1. General information. Furnish the following information as to the Trustee:

      (a)  Name and address of each examining or supervising  authority to which
           it is subject.


Name                                         Address

Superintendent of Banks of the State of       2 Rector Street, New York,
      New York                                N.Y. 10006, and Albany, N.Y. 12203

Federal Reserve Bank of New York              33 Liberty Plaza, New York,
                                              N.Y. 10045

Federal Deposit Insurance Corporation         Washington, D.C. 20429

New York Clearing House Association           New York, New York 10005

      (b) Whether it is authorized to exercise corporate trust powers.

      Yes.

2.    Affiliations with Obligor.

      If  the  obligor  is an  affiliate  of the  trustee,  describe  each  such
      affiliation.

      None.

16.   List of Exhibits.

      Exhibits identified in parentheses below, on file with the Commission, are
      incorporated  herein by reference as an exhibit  hereto,  pursuant to Rule
      7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
      229.10(d).

      1.A copy of the Organization Certificate of The Bank of New York (formerly
       Irving Trust  Company) as now in effect,  which contains the authority to
       commence  business  and a grant of powers  to  exercise  corporate  trust
       powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration
       Statement  No.  33-6215,  Exhibits  1a  and 1b to  Form  T-1  filed  with
       Registration  Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with
       Registration Statement No. 33-29637.)

      4.A copy of the existing  By-laws of the  Trustee.  (Exhibit 4 to Form T-1
       filed with Registration Statement No. 33-31019.)

      6.The  consent  of the  Trustee  required  by  Section  321(b) of the Act.
        (Exhibit 6 to Form T-1 filed with Registration Statement No.
        33-44051.)

      7.A copy of the  latest  report  of  condition  of the  Trustee  published
        pursuant to law or to the  requirements  of its supervising or examining
        authority.
                                  SIGNATURE

      Pursuant to the  requirements  of the Act,  the  Trustee,  The Bank of New
York, a corporation  organized  and existing  under the laws of the State of New
York,  has duly caused this  statement of eligibility to be signed on its behalf
by the undersigned,  thereunto duly authorized, all in The City of New York, and
State of New York, on the 28th day of September, 1998.

      THE BANK OF NEW YORK

      By: /s/ Michael Culhane
          Name:  Michael Culhane
          Title:  Vice President


                                   EXHIBIT 7

                     Consolidated Report of Condition of

                             THE BANK OF NEW YORK

                   of 48 Wall Street, New York, N.Y. 10286
                    And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 1998,
published  in  accordance  with a call made by the Federal  Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                 Dollar Amounts
ASSETS                                             in Thousands
Cash and balances due from depos-
  itory institutions:
  Noninterest-bearing balances and
   currency and coin .................              $ 6,397,993
  Interest-bearing balances ..........                1,138,362
Securities:
  Held-to-maturity securities ........                1,062,074
  Available-for-sale securities ......                4,167,240
Federal funds sold and Securities pur-
  chased under agreements to resell...                  391,650
Loans and lease financing
  receivables:
  Loans and leases, net of unearned
    income .................36,538,242
  LESS: Allowance for loan and
    lease losses ..............631,725
  LESS: Allocated transfer risk
    reserve..........................0
  Loans and leases, net of unearned
    income, allowance, and reserve                   35,906,517
Assets held in trading accounts ......                2,145,149
Premises and fixed assets (including
  capitalized leases) ................                  663,928
Other real estate owned ..............                   10,895
Investments in unconsolidated
  subsidiaries and associated
  companies ..........................                  237,991
Customers' liability to this bank on
  acceptances outstanding ............                  992,747
Intangible assets ....................                1,072,517
Other assets .........................                1,643,173
                                                    -----------
Total assets .........................              $55,830,236
                                                    ===========

LIABILITIES
Deposits:
  In domestic offices ................              $24,849,054
  Noninterest-bearing ......10,011,422
  Interest-bearing .........14,837,632
  In foreign offices, Edge and
  Agreement subsidiaries, and IBFs ...               15,319,002
  Noninterest-bearing .........707,820
  Interest-bearing .........14,611,182
Federal funds purchased and Securities
  sold under agreements to repurchase.                1,906,066
Demand notes issued to the U.S.
  Treasury ...........................                  215,985
Trading liabilities ..................                1,591,288
Other borrowed money:
  With remaining maturity of one year
    or less ..........................                1,991,119
  With remaining maturity of more than
    one year through three years......                        0
  With remaining maturity of more than
    three years ......................                   25,574
Bank's liability on acceptances exe-
  cuted and outstanding ..............                  998,145
Subordinated notes and debentures ....                1,314,000
Other liabilities ....................                2,421,281
                                                    -----------
Total liabilities ....................               50,631,514
                                                    -----------

EQUITY CAPITAL
Common stock .........................                1,135,284
Surplus ..............................                  731,319
Undivided profits and capital
  reserves ...........................                3,328,050
Net unrealized holding gains
  (losses) on available-for-sale
  securities .........................                   40,198
Cumulative foreign currency transla-
  tion adjustments ...................             (    36,129)
                                                   ------------
Total equity capital .................                5,198,722
                                                   ------------
Total liabilities and equity
  capital ............................             $55,830,236
                                                   ===========


    I, Robert E. Keilman,  Senior Vice  President and  Comptroller  of the above
named bank do hereby  declare that this Report of Condition has been prepared in
conformance  with the  instructions  issued  by the  Board of  Governors  of the
Federal Reserve System and is true to the best of my knowledge and belief.

                                              Robert E. Keilman

    We, the undersigned  directors,  attest to the correctness of this Report of
Condition  and  declare  that it has been  examined by us and to the best of our
knowledge  and belief has been  prepared in  conformance  with the  instructions
issued by the Board of Governors of the Federal  Reserve  System and is true and
correct.


    Thomas A. Renyi
    Alan R. Griffith      Directors
    J. Carter Bacot