Exhibit 5





                                           February 21, 1996 



Indiana Michigan Power Company
One Summit Square
Fort Wayne, Indiana  46801

Dear Sirs:

         With respect to the Registration Statement on Form S-3 of Indiana 
Michigan Power Company (hereinafter called the "Company") relating to the 
issuance and sale by the Company of its Junior Subordinated Debentures 
(hereinafter called the "Junior Subordinated Debentures"), we wish to 
advise you as follows.

         We are of the opinion that, when the steps mentioned in the next 
paragraph below have been taken, the Junior Subordinated Debentures will be 
valid and legally binding obligations of the Company, subject to the effects 
of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium 
and other similar laws relating to or affecting creditors' rights generally, 
general equitable principles (whether considered in a proceeding in equity 
or at law) and an implied covenant of good faith and fair dealing.

         The steps to be taken which are referred to in the next preceding 
paragraph consist of the following:

         (1)  Appropriate definitive action by the Board of Directors of 
    the Company with respect to the proposed transaction set forth in said 
    Registration Statement;

         (2)  Appropriate action by and before the Indiana Utility Regulatory
    Commission in respect of the proposed transaction set forth in said 
    Registration Statement;

         (3)  Compliance with the Securities Act of 1933, as amended, and 
    with the Trust Indenture Act of 1939, as amended; and

         (4)  Issuance and sale of the Junior Subordinated Debentures by the
    Company in accordance with the governmental and corporate authorizations
    aforesaid.

         Insofar as this opinion relates to matters governed by laws other 
than the laws of the State of New York and the Federal law of the United 
States, this firm has consulted, and may consult further, with local counsel 
in which this firm has confidence and will rely, as to such matters, upon 
such opinions or advice of such counsel which will be delivered to this firm 
prior to the closing of the sale of the Junior Subordinated Debentures.  

         We consent to the filing of this opinion as an exhibit to said 
Registration Statement and to the use of our name and the inclusion of the 
statements in regard to us set forth in said Registration Statement  under 
the caption "Legal Opinions". 


                                    Very truly yours,

                                    /s/ Simpson Thacher & Bartlett

                                    SIMPSON THACHER & BARTLETT