content: 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:  February 25, 1997
  Date of Event (or earliest event) being reported:  February 25, 1997
  
                      IPALCO ENTERPRISES, INC.
       (Exact name of registrant as specified in its charter)
  
  
            Indiana                     1-8644              35-1575582
  (State or other jurisdiction         (Commission         (IRS Employer
      of incorporation)                 File Number)       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
  <PAGE>
  Item 5.  Other Event
  
       IPALCO Enterprises, Inc. issued the following press release on
  February 25, 1997 which is attached hereto as Exhibit 1, relating to the
  announcement of a self tender offer for 12,000,000 shares of its
  outstanding common stock.  Also attached hereto as Exhibit 2 are summary
  unaudited pro forma consolidated financial information.  The pro forma
  adjustments assume the issuance of $410 million of additional long-term
  debt, the acquisition of 12,000,000 shares of IPALCO Enterprises, Inc.
  Common Stock at $34.00 per share, the payment of related debt issuance
  and stock reacquisition costs and first year's interest and debt
  amortization expense. 
  
  
  Item 7.  Financial Statements and Exhibits.
  
       (c)  Exhibits.
  
            99.1.     Press Release
       
            99.2.     Summary Unaudited Pro Forma Consolidated Financial
                      Information
       
  
  
  
                              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 by 
  the undersigned hereunto duly authorized.
  
  
  Dated: February 25, 1997
  
                                    IPALCO ENTERPRISES, INC.
  
  
  
                                     By /s/ Bryan G. Tabler
                                        Name:   Bryan G. Tabler
                                        Title:  Vice President, Secretary 
                                                and General Counsel
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 2480}]
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": "97543247"}, "business-address": {"street1": "25 MONUMENT CIRCLE", "street2": "PO BOX 1595", "city": "INDIANAPOLIS", "state": "IN", "zip": "46206-1595", "phone": "3172618261"}, "mail-address": {"street1": "25 MONUMENT CIRCLE", "street2": "P.O. BOX 1595", "city": "INDIANAPOLIS", "state": "IN", "zip": "46206-1595"}}
text: 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:  February 25, 1997
  Date of Event (or earliest event) being reported:  February 25, 1997
  
                      IPALCO ENTERPRISES, INC.
       (Exact name of registrant as specified in its charter)
  
            Indiana                     1-8644              35-1575582
  (State or other jurisdiction         (Commission         (IRS Employer
      of incorporation)                 File Number)       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
  Item 5.  Other Event
  
       IPALCO Enterprises, Inc. issued the following press release on
  February 25, 1997 which is attached hereto as Exhibit 1, relating to the
  announcement of a self tender offer for 12,000,000 shares of its
  outstanding common stock.  Also attached hereto as Exhibit 2 are summary
  unaudited pro forma consolidated financial information.  The pro forma
  adjustments assume the issuance of $410 million of additional long-term
  debt, the acquisition of 12,000,000 shares of IPALCO Enterprises, Inc.
  Common Stock at $34.00 per share, the payment of related debt issuance
  and stock reacquisition costs and first year's interest and debt
  amortization expense. 
  
  Item 7.  Financial Statements and Exhibits.
  
       (c)  Exhibits.
  
            99.1.     Press Release
       
            99.2.     Summary Unaudited Pro Forma Consolidated Financial
                      Information
       
  
                              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 by 
  the undersigned hereunto duly authorized.
  
  Dated: February 25, 1997
  
                                    IPALCO ENTERPRISES, INC.
  
                                     By /s/ Bryan G. Tabler
                                        Name:   Bryan G. Tabler
                                        Title:  Vice President, Secretary 
                                                and General Counsel