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  <title>IPALCO Enterprises, Inc. 2008 Form 8-K</title>
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  	<b>UNITED STATES<br>
  		SECURITIES AND EXCHANGE COMMISSION</b><br></div>
  	<div align=center style="font-size:10.0pt;">
  	<b>WASHINGTON, D.C. 20549</b></div>
  </p>
  
  <p align=center style="font-size:18.0pt;">
  	<b>FORM 8-K</b>
  </p>
  
  <p>
  	<center>
  		<b>CURRENT REPORT<br>
          PURSUANT TO SECTION 13 OR 15(d) OF<br>
          THE SECURITIES EXCHANGE ACT OF 1934<br>
          <br>
  		<font size="2">Date of Report (Date of earliest event being reported): May 18, 2011
          </font></b></center>
  </p>
  
  <p align=center><b><font size="5"><u>IPALCO ENTERPRISES, INC.</u></font></b><br>
  		<font size=2>(Exact name of registrant as specified in its charter)</font>
  </p>
  
  <table border="0" cellspacing="0" cellpadding="0" width="85%" align=center>
  	<tr><td width="35%"></td>
  		<td width="30%"></td>
  		<td width="35%"></td>
  	</tr>
  	<tr align=center valign=bottom>
  		<td><b><u>Indiana</u></b></td>
  		<td><b><u>1-8644</u></b></td>
    		<td><b><u>35-1575582</u></b></td>
   	</tr>
   	<tr align=center valign=top>
   		<td><font size="2">(State or other jurisdiction of incorporation or organization)</font></td>
    		<td><font size="2">(Commission file number)</font></td>
    		<td><font size="2">(I.R.S. Employer Identification No.)</font></td>
    	</tr>
    	<tr align=center valign=bottom>
    		<td>&nbsp;</td>
    		<td>&nbsp;</td>
    		<td>&nbsp;</td>
    	</tr>
  	<tr align=center valign=bottom>
  		<td><b>One Monument Circle<br>
  			<u>Indianapolis, Indiana</u></b></td>
    		<td>&nbsp;</td>
    		<td><b><u>46204</u></b></td>
  	</tr>
   	<tr align=center valign=top>
   		<td><font size="2">(Address of principal executive offices)</font></td>
    		<td>&nbsp;</td>
    		<td><font size="2">(Zip Code)</font></td>
    	</tr>
    	<tr align=center valign=top>
    		<td>&nbsp;</td>
    		<td>&nbsp;</td>
    		<td>&nbsp;</td>
    	</tr>
    	<tr align=center valign=center>
    		<td colspan="3">
    			<font size="2">Registrant&rsquo;s telephone number, including area code: </font>
    			<b><u>317-261-8261</u></b></td>
    	</tr>
    	<tr align=center valign=bottom>
    		<td>&nbsp;</td>
    		<td>&nbsp;</td>
    		<td>&nbsp;</td>
    	</tr>
    	<tr align=center valign=center>
    		<td colspan="3"><u><b>Not Applicable</b></u></td>
    	</tr>
    	<tr align=center valign=center>
    		<td colspan="3">
    			<font size="2">(Former Name or Former Address, if changed since last
              report)</font>
    		</td>
    	</tr>
  </table>
  
  <p><font size="2">Check the appropriate box below if the Form 8-K filing is
  intended to simultaneously satisfy the filing obligation of the registrant under
  any of the following provisions:</font></p>
  
  <p><font size="2" face="Wingdings">&#111;</font> <font size="2">Written communications pursuant to
  Rule 425 under the Securities Act (17 CFR 230.425)</font></p>
  
  <p><font size="2" face="Wingdings">&#111;</font> <font size="2">Soliciting
  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</font></p>
  
  <p><font size="2" face="Wingdings">&#111;</font> <font size="2">Pre-commencement
  communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
  240.14d-2(b))</font></p>
  
  <p><font size="2" face="Wingdings">&#111;</font> <font size="2">Pre-commencement
  communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
  240.13e-4(c))</font></p>
  
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  <p align="left" style="page-break-before: always">
  	<strong>Item 1.01 Entry into a Material Definitive Agreement. </strong>
  </p>
  
  		<p>On May 18, 2011, IPALCO Enterprises, Inc. (&ldquo;we&rdquo; or the &ldquo;Company&rdquo;),
  		completed its previously announced sale of $400 million aggregate
  		principal amount of 5.00% Senior Secured Notes due 2018 (the &ldquo;Notes&rdquo;)
  		pursuant to Rule 144A and Regulation S under the Securities Act of 1933,
  		as amended (the &ldquo;Securities Act&rdquo;). The Notes were issued pursuant to an
  		Indenture dated May 18, 2011, by and between the Company and The Bank of
  		New York Mellon Trust Company, N.A., as trustee (the &ldquo;Notes Indenture&rdquo;).
  		&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </p>
  <p>In connection with this offering of the Notes, the Company conducted a tender
  offer to purchase for cash any and all of the Company&rsquo;s outstanding 8.625%
  Senior Secured Notes due 2011 (original coupon 7.625%) (the &ldquo;2011 Notes&rdquo;), of
  which $375 million were outstanding (the &ldquo;Tender Offer&rdquo;).&nbsp; In
  addition, the Company gave notice to the Bank of New York Mellon Trust Company,
  N.A. to redeem any
  remaining 2011 Notes outstanding after the completion of the Tender Offer.&nbsp;
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </p>
  <p>The Notes are secured by the Company&rsquo;s pledge of all of the outstanding
  common stock of Indianapolis Power &amp; Light Company.&nbsp; The lien on the pledged
  shares will be shared equally and ratably with the Company&rsquo;s existing senior
  secured notes.&nbsp; The Company has entered into a Pledge Agreement Supplement with
  The Bank of New York Mellon Trust Company, N.A., as Collateral Agent, dated May 18,
  2011 to the Pledge Agreement between the Company and The Bank of New York Trust
  Company, N.A. as successor Collateral Agent dated November 14, 2001 (the &ldquo;Pledge
  Agreement Supplement&rdquo;). &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </p>
  <p>We used the net proceeds from the sale of the Notes to finance the settlement
  of the Tender Offer, to finance the future pending redemption of the 2011 Notes
  that remained outstanding after the completion of the Tender Offer and to pay
  related fees and expenses. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </p>
  <p>The foregoing descriptions of the Notes, the Notes Indenture, and the Pledge
  Agreement Supplement do not purport to be complete and are qualified in their
  entirety by reference to the Notes Indenture and the Pledge Agreement
  Supplement, which are filed as Exhibits 4.1 and 4.2 hereto, respectively, and
  are incorporated herein by reference. </p>
  <p><strong>Item&nbsp;2.03 Creation of a Direct Financial Obligation.</strong> </p>
  <p>The information set forth above in response to Item&nbsp;1.01 with respect to the
  Notes, the Notes Indenture and the Pledge Agreement Supplement is incorporated by reference into this Item&nbsp;2.03. </p>
  <p><strong>Item 7.01.&nbsp; Regulation FD Disclosure
  </strong> </p>
  <p>On May 18, 2011, the Company announced the completion of the Tender Offer to
  purchase for cash any and all of its $375 million outstanding aggregate
  principal amount of the 2011 Notes.&nbsp; The Company also announced that it has
  completed its previously announced offering of $400 million of the Notes. The
  Company used the net proceeds from the offering of the Notes to finance the
  settlement of the Tender Offer, to finance the future pending redemption of the
  2011 Notes that remained outstanding after the completion of the Tender Offer
  and to pay related fees and expenses. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </p>
  <p>A copy of the press release announcing the foregoing is being furnished as
  Exhibit 99.1 attached hereto and is incorporated by reference herein. The
  foregoing information and Exhibit 99.1 attached hereto are furnished pursuant to
  Item 7.01 and shall not be deemed &ldquo;filed&rdquo; for any purpose, including for the
  purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
  &ldquo;Exchange Act&rdquo;), or otherwise subject to the liabilities of that Section. The
  information in this Current Report on Form 8-K shall not be deemed incorporated
  by reference into any filing under the Securities Act or the Exchange Act,
  except to the extent expressly set forth by specific reference in such filing. </p>
  
  
  <p align="left">
  	<b>Item 9.01 Financial Statements and Exhibits</b>
  </p>
  <p align="left">
  	(d) Exhibits</p>
  
  <table BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" style="font-size: 10pt">
  	<tr valign=top><td width=10%><strong>Exhibit 4.1</strong></td>
  		<td width=90%>Indenture between IPALCO Enterprises, Inc. and The Bank of New York
  		Mellon Trust Company, N.A., as Trustee, dated May 18, 2011 for the 5.00% Senior Secured Notes due 2018<br>
  		</td>
  	</tr>
  	<tr><td colspan=2>&nbsp;</td></tr>
  	<tr valign=top><td width=10%><strong>Exhibit 4.2</strong></td>
  		<td width=90%>Pledge Agreement Supplement between IPALCO Enterprises, Inc. and The Bank of New York
  		Mellon Trust Company, N.A., as Collateral Agent, dated May 18, 2011 to the Pledge Agreement between IPALCO Enterprises, Inc. and The Bank of New York
  		Mellon Trust Company dated November 14, 2001 <br>
  		</td>
  	</tr>
  	<tr><td colspan=2>&nbsp;</td></tr>
  	<tr valign=top><td width=10%><strong>Exhibit 99.1</strong></td>
  		<td width=90%>Press Release Announcing the Completion of the Tender Offer and Private Debt Offering <br>
  		</td>
  	</tr>
  
  </table>
  
  <br>
  
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  		<!-- SIGNATURES -->
  
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  	<b><u><A NAME="sign">SIGNATURE</A></u></b>
  </p>
  
  <p>Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf of the
  undersigned hereunto duly authorized.</P>
  <br>
  <br>
  
  
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  	<TR><TD>&nbsp;</TD>
  		<TD>&nbsp;</TD>
  		<TD>&nbsp;</TD>
  		<TD style="border-bottom:1px solid #000000">IPALCO ENTERPRISES, INC.</TD>
  		<TD>&nbsp;</TD>
  	</TR>
  	<TR><TD>&nbsp;</TD>
  		<TD>&nbsp;</TD>
  		<TD>&nbsp;</TD>
  	    <TD><I>(Registrant)</I></TD>
  	    <TD>&nbsp;</TD>
  	</TR>
  	<TR><TD>&nbsp;</TD>
  		<TD>&nbsp;</TD>
  		<TD>&nbsp;</TD>
  		<TD>&nbsp;</TD>
  		<TD>&nbsp;</TD>
  	</TR>
  	<TR><TD>&nbsp;</TD>
  		<TD>&nbsp;</TD>
  		<TD>&nbsp;</TD>
  		<TD>&nbsp;</TD>
  		<TD>&nbsp;</TD>
  	</TR>
  	<TR><TD>Date:</TD>
  		<TD style="border-bottom:1px solid #000000">May 19, 2011</TD>
  		<TD>&nbsp;</TD>
  		<TD style="border-bottom:1px solid #000000">/s/ Kelly M. Huntington </TD>
  		<TD>&nbsp;</TD>
  	</TR>
  	<TR><TD>&nbsp;</TD>
  		<TD>&nbsp;</TD>
  		<TD>&nbsp;</TD>
  	    <TD>Kelly M. Huntington</TD>
  	    <TD>&nbsp;</TD>
  	</TR>
  	<TR><TD>&nbsp;</TD>
  		<TD>&nbsp;</TD>
  		<TD>&nbsp;</TD>
  	    <TD><I>Senior Vice President and Chief Financial Officer</I></TD>
  	    <TD>&nbsp;</TD>
  	</TR>
    	<TR><TD>&nbsp;</TD>
    		<TD>&nbsp;</TD>
    		<TD>&nbsp;</TD>
    	   	<TD><I>(Duly Authorized Officer)</I></TD>
    	   	<TD>&nbsp;</TD>
  </TABLE>
  
  
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metadata_filer: {"company-data": {"conformed-name": "IPALCO ENTERPRISES, INC.", "cik": "0000728391", "assigned-sic": "4911", "irs-number": "351575582", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08644", "film-number": "11861019"}, "business-address": {"street1": "ONE MONUMENT CIRCLE", "street2": "PO BOX 1595", "city": "INDIANAPOLIS", "state": "IN", "zip": "46204", "phone": "3172618261"}, "mail-address": {"street1": "ONE MONUMENT CIRCLE", "street2": "P.O. BOX 1595", "city": "INDIANAPOLIS", "state": "IN", "zip": "46204"}, "former-company": {"former-conformed-name": "IPALCO ENTERPRISES INC", "date-changed": "19920703"}}
text: IPALCO Enterprises, Inc. 2008 Form 8-K
  UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
  FORM 8-K
  CURRENT REPORT
  PURSUANT TO SECTION 13 OR 15(d) OF
  THE SECURITIES EXCHANGE ACT OF 1934
  Date of Report (Date of earliest event being reported): May 18, 2011
  IPALCO ENTERPRISES, INC.
  (Exact name of registrant as specified in its charter)
  Indiana
  1-8644
  35-1575582
  (State or other jurisdiction of incorporation or organization)
  (Commission file number)
  (I.R.S. Employer Identification No.)
  One Monument Circle
  Indianapolis, Indiana
  46204
  (Address of principal executive offices)
  (Zip Code)
  Registrant's telephone number, including area code:
  317-261-8261
  Not Applicable
  (Former Name or Former Address, if changed since last
              report)
  Check the appropriate box below if the Form 8-K filing is
  intended to simultaneously satisfy the filing obligation of the registrant under
  any of the following provisions:
  o
  Written communications pursuant to
  Rule 425 under the Securities Act (17 CFR 230.425)
  o
  Soliciting
  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  o
  Pre-commencement
  communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
  240.14d-2(b))
  o
  Pre-commencement
  communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
  240.13e-4(c))
  Item 1.01 Entry into a Material Definitive Agreement.
  On May 18, 2011, IPALCO Enterprises, Inc. ("we" or the "Company"),
  		completed its previously announced sale of $400 million aggregate
  		principal amount of 5.00% Senior Secured Notes due 2018 (the "Notes")
  		pursuant to Rule 144A and Regulation S under the Securities Act of 1933,
  		as amended (the "Securities Act"). The Notes were issued pursuant to an
  		Indenture dated May 18, 2011, by and between the Company and The Bank of
  		New York Mellon Trust Company, N.A., as trustee (the "Notes Indenture").
  In connection with this offering of the Notes, the Company conducted a tender
  offer to purchase for cash any and all of the Company's outstanding 8.625%
  Senior Secured Notes due 2011 (original coupon 7.625%) (the "2011 Notes"), of
  which $375 million were outstanding (the "Tender Offer").  In
  addition, the Company gave notice to the Bank of New York Mellon Trust Company,
  N.A. to redeem any
  remaining 2011 Notes outstanding after the completion of the Tender Offer.
  The Notes are secured by the Company's pledge of all of the outstanding
  common stock of Indianapolis Power & Light Company.  The lien on the pledged
  shares will be shared equally and ratably with the Company's existing senior
  secured notes.  The Company has entered into a Pledge Agreement Supplement with
  The Bank of New York Mellon Trust Company, N.A., as Collateral Agent, dated May 18,
  2011 to the Pledge Agreement between the Company and The Bank of New York Trust
  Company, N.A. as successor Collateral Agent dated November 14, 2001 (the "Pledge
  Agreement Supplement").
  We used the net proceeds from the sale of the Notes to finance the settlement
  of the Tender Offer, to finance the future pending redemption of the 2011 Notes
  that remained outstanding after the completion of the Tender Offer and to pay
  related fees and expenses.
  The foregoing descriptions of the Notes, the Notes Indenture, and the Pledge
  Agreement Supplement do not purport to be complete and are qualified in their
  entirety by reference to the Notes Indenture and the Pledge Agreement
  Supplement, which are filed as Exhibits 4.1 and 4.2 hereto, respectively, and
  are incorporated herein by reference.
  Item 2.03 Creation of a Direct Financial Obligation.
  The information set forth above in response to Item 1.01 with respect to the
  Notes, the Notes Indenture and the Pledge Agreement Supplement is incorporated by reference into this Item 2.03.
  Item 7.01.  Regulation FD Disclosure
  On May 18, 2011, the Company announced the completion of the Tender Offer to
  purchase for cash any and all of its $375 million outstanding aggregate
  principal amount of the 2011 Notes.  The Company also announced that it has
  completed its previously announced offering of $400 million of the Notes. The
  Company used the net proceeds from the offering of the Notes to finance the
  settlement of the Tender Offer, to finance the future pending redemption of the
  2011 Notes that remained outstanding after the completion of the Tender Offer
  and to pay related fees and expenses.
  A copy of the press release announcing the foregoing is being furnished as
  Exhibit 99.1 attached hereto and is incorporated by reference herein. The
  foregoing information and Exhibit 99.1 attached hereto are furnished pursuant to
  Item 7.01 and shall not be deemed "filed" for any purpose, including for the
  purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), or otherwise subject to the liabilities of that Section. The
  information in this Current Report on Form 8-K shall not be deemed incorporated
  by reference into any filing under the Securities Act or the Exchange Act,
  except to the extent expressly set forth by specific reference in such filing.
  Item 9.01 Financial Statements and Exhibits
  (d) Exhibits
  Exhibit 4.1
  Indenture between IPALCO Enterprises, Inc. and The Bank of New York
  		Mellon Trust Company, N.A., as Trustee, dated May 18, 2011 for the 5.00% Senior Secured Notes due 2018
  Exhibit 4.2
  Pledge Agreement Supplement between IPALCO Enterprises, Inc. and The Bank of New York
  		Mellon Trust Company, N.A., as Collateral Agent, dated May 18, 2011 to the Pledge Agreement between IPALCO Enterprises, Inc. and The Bank of New York
  		Mellon Trust Company dated November 14, 2001
  Exhibit 99.1
  Press Release Announcing the Completion of the Tender Offer and Private Debt Offering
  SIGNATURE
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf of the
  undersigned hereunto duly authorized.
  IPALCO ENTERPRISES, INC.
  (Registrant)
  Date:
  May 19, 2011
  /s/ Kelly M. Huntington
  Kelly M. Huntington
  Senior Vice President and Chief Financial Officer
  (Duly Authorized Officer)