<PAGE>
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
In Re INDIANA MICHIGAN POWER COMPANY
Certificate of
File No. 70-8747 Notification
Public Utility Holding Company Act of 1935
INDIANA MICHIGAN COMPANY ("I&M"), Ft. Wayne, Indiana, a
public utility subsidiary of American Electric Power Company,
Inc. ("AEP"), a registered holding company, and Blackhawk Coal
Company ("Blackhawk"), Lancaster, Ohio, a coal mining subsidiary
of I&M, hereby certify, in connection with the Application or
Declaration on Form U-1, as amended, in the above-entitled
matter, that the transaction specified in said Application or
Declaration, as amended (the "Declaration"), has been carried out
in accordance with the terms and conditions of and for the
purposes represented by the Declaration and the Order of the
Securities and Exchange Commission in HCAR 35-26438 with respect
thereto, dated December 27, 1995, as follows:
1. On December 28, 1995, Blackhawk acquired three (3)
promissory notes from Amax Coal Company ("Amax") guaranteed by
its parent:
a. Equipment Promissory Note #1 in the amount of
$15,488,000 due March 1, 2001;
b. Equipment Promissory Note #2 in the amount of
$9,008,250 due March 1, 1998; and
c. Equipment Promissory Note #3 in the amount of
$6,179,500 due March 1, 2000;
2. On December 28, 1995, Blackhawk acquired a Surface
Promissory Note from Amax Land Company, guaranteed by its Parent,
in the amount of $824,250 due March 1, 2001.
3. A "past tense" Opinion of Counsel is filed herewith as
Exhibit F.
4. The transaction described herein was consummated within
the period designated in the Declaration and the Order.
INDIANA MICHIGAN POWER COMPANY
BLACKHAWK COAL COMPANY
By:/s/ John F. DiLorenzo, Jr.
Secretary
Dated: February 5, 1996
[H:\FINANCE\IMPCO\96FN0007.IMP]<PAGE>
EXHIBIT F-1
(614) 223-1649
February 5, 1996
Securities and Exchange Commission
Office of Public Utility Regulation
Filing Desk, Stop 1-4
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Indiana Michigan Power Company
File No. 70-8747
Gentlemen:
In connection with the transaction proposed and described
in the Declaration on Form U-1 filed with the Securities
and Exchange Commission by Indiana Michigan Power Company
("I&M") and Blackhawk Coal Company ("Blackhawk"), to which
this opinion is an exhibit, I have examined, among other
things, the Declaration on Form U-1, and all amendments
thereto, the resolutions adopted by the Board of Directors
of I&M and Blackhawk authorizing the termination of certain
of its leases and the sale of certain coal mining equipment
and real property interests and the acquisition of promis-
sory notes ("Notes") in connection therewith.
In my opinion, the acquisition of the Notes has been con-
summated in accordance with the aforesaid Declaration and:
(a) all state laws applicable to the acquisition have
been complied with;
(b) Blackhawk lawfully acquired the Notes from Amax
Coal Company and Amax Land Company as described in
the Declaration, as amended; and
(c) the acquisition of the Notes has not violated the
legal rights of the holders of the securities is-
sued by I&M or Blackhawk or any associate company.
I consent to the use of this opinion as part of the above-
mentioned Declaration.
Very truly yours,
/s/ Ann B. Graf
Ann B. Graf
Counsel for Indiana Michigan Power
Company and Blackhawk Coal Company
[96FN0007.IMP]
