Exhibit 8




                              February 21, 1996


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

Dear Sirs:

          We have acted as special United States tax counsel
to Indiana Michigan Power Company (the "Company") in
connection with the preparation and filing of the Registration
Statement on Form S-3 filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended,
in respect of Junior Subordinated Debentures to be offered by
the Company.  In that connection, we have given the opinions
contained in the section entitled "Certain United States
Federal Income Tax Consequences" in the Registration Statement
and related prospectuses. 

          We hereby confirm that our opinions referenced in
this letter are accurate and hereby consent to the filing of
this letter as an Exhibit to the Registration Statement and to
the use of our name in the section entitled "Certain United
States Federal Income Tax Consequences" in the Registration
Statement and related prospectuses.

          We do not express any opinion herein concerning any
law other than the federal law of the United States.

                         Very truly yours,

                         /s/ Simpson Thacher & Bartlett

                         SIMPSON THACHER & BARTLETT