Exhibit 8


                                                   April 9, 1998


              Re:  Issuance and Sale of Junior 
                   Subordinated Deferrable Interest 
                   Debentures, Series B, Due 2038 by Indiana 
                   Michigan Power Company                  


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

Ladies and Gentlemen:

We have acted as special tax counsel ("Tax Counsel") to Indiana Michigan
Power Company, an Indiana corporation (the "Company"), in connection with the
preparation of the Preliminary Prospectus dated April 9, 1998 (the
"Prospectus") by the Company with respect to the issuance and sale of the
Junior Subordinated Deferrable Interest Debentures, Series B, Due 2038 (the
"New Junior Subordinated Debentures") by the Company pursuant to the
Indenture (the "Indenture"), dated March 1, 1996, between the Company and The
First National Bank of Chicago, a national banking association organized and
existing under the laws of the United States, as trustee (the "Trustee").
The New Junior Subordinated Debentures will be offered for sale to investors
pursuant to the Prospectus.

All capitalized terms used in this opinion letter and not otherwise defined
herein shall have the meaning ascribed to such terms in the Prospectus.

In delivering this opinion letter, we have reviewed and relied upon:  (i) the
Prospectus, (ii) the Indenture; and (iii) a form of the New Junior
Subordinated Debentures.  Further, we have relied upon certain other
statements and representations of the Company.  We also have examined and
relied upon originals or copies, certified or otherwise identified to
our satisfaction, of such records of the Company and such other documents,
certificates and records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.

In our examination of such material, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all copies of documents submitted
to us.  In addition, we also have assumed that the transactions related to
the issuance of the New Junior Subordinated Debentures will be consummated in
accordance with the terms of the documents and forms of documents described 
herein.

On the basis of the foregoing we are of the opinion that, subject to the
qualifications and limitations set forth herein and in the Prospectus under
the caption "Certain United States Federal Income Tax Consequences", the
statements set forth in the Prospectus under such caption insofar as they
purport to constitute summaries of matters of United States  federal tax
law and regulations or legal conclusions with respect thereto, constitute
accurate summaries of the matters described therein in all material respects.  

Our opinion is based upon the Internal Revenue Code of 1986, as amended, the
Treasury regulations promulgated thereunder and other relevant authorities and
law, all as in effect on the date hereof.  Consequently, future changes in
the law may cause the tax treatment of the transactions referred to herein to
be materially different from that described above.

We are members of the Bar of the State of New York, and we do not express any
opinion herein concerning any law other than the federal law of the United
States.

We hereby consent to the filing of this opinion letter as an exhibit to
Registration Statement Form S-3 filed by the Company with respect to the New
Junior Subordinated Debentures and to the use of our name in the Prospectus
under the captions "Certain United States Federal Income Tax Consequences"
and "Legal Opinions".
                                     Very truly yours,
                                     /s/ Simpson Thacher & Bartlett

                                     SIMPSON THACHER & BARTLETT