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 23, 1999
      Date of Event (or earliest event) being reported:
                      February 23, 1999
                              
                  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 23, 1999, relating to the declaration
  of a stock distribution in the form of a two-for-one
  split of its outstanding common stock:
  
  Media Contact:          Marni Lemons (317) 261-8219
                          e-mail:   mlemons@ipalco.com
  Investor Contact:       Tracy Venable (317) 261-8259
                          e-mail:   tvenable@ipalco.com
  
  - IPALCO Announces 2-for-1 Stock Split and 9.1% Increase
                        in Dividend -
  
  Indianapolis, February 23, 1999 - IPALCO Enterprises,
  Inc. (NYSE:IPL) announced today that its Board of
  Directors declared a 2-for-1 stock split of the Company's
  common stock and a 9.1 percent increase in the dividend.
  
  On March 18, 1999, shareowners will receive one
  additional share for every share they own on the record
  date of March 5, 1999.  Following the effective date of
  the split, IPALCO will have approximately 87 million
  shares outstanding.
  
  The Board also increased the Company's quarterly dividend
  from $.275 to $.30 per share based on the Company's pre-
  split common stock or from $.1375 to $.15 per share post-
  split.  The new annual indicated dividend level rose 9.1
  percent from $1.10 per share to $1.20 per share on a pre-
  split basis, and from $.55 per share to $.60 per share on
  a post-split basis.  The dividend is payable on April 15,
  1999 to shareowners of record on March 30, 1999.
  
  John R. Hodowal, Chairman and President, stated, "Today's
  decision reflects our strong 1998 financial performance
  which we achieved while still providing the lowest
  residential electric rates of the Indiana investor-owned
  utilities.  The split also demonstrates management's and
  the Board's confidence in the Company's future and
  commitment to creating shareowner value.  The stock split
  will result in a market price that may be more attractive
  to individual investors, potentially creating a broader
  market for the security.  Our dividend increase is
  consistent with our financial policy of paying out 45 to
  50 percent of prior year's earnings, adjusted for
  significant one-time items."
  
  Mr. Hodowal commented that this is the fifth stock split
  by the Company with the other splits occurring in 1954,
  1962, 1986 and 1996.
  
  IPALCO Enterprises, Inc. is a multi-state energy company
  providing a variety of energy products and services.  Its
  primary subsidiary, Indianapolis Power & Light Company,
  provides retail electric service to approximately 426,000
  commercial, residential, and industrial customers in
  Indianapolis and portions of other Central Indiana
  counties.
  
  News releases and other information about IPALCO can be
  found on the World Wide Web at http://www.ipalco.com.
  
                            # # #
  
                          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 23, 1999
  
                           IPALCO ENTERPRISES, INC.
  
  
  
                           By  /s/ Bryan G. Tabler
                                Name:     Bryan G. Tabler
                                Title:    Vice President, Secretary
                                          and General Counsel
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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 23, 1999
      Date of Event (or earliest event) being reported:
                      February 23, 1999
                              
                  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 23, 1999, relating to the declaration
  of a stock distribution in the form of a two-for-one
  split of its outstanding common stock:
  
  Media Contact:          Marni Lemons (317) 261-8219
                          e-mail:   mlemons@ipalco.com
  Investor Contact:       Tracy Venable (317) 261-8259
                          e-mail:   tvenable@ipalco.com
  
  - IPALCO Announces 2-for-1 Stock Split and 9.1% Increase
                        in Dividend -
  
  Indianapolis, February 23, 1999 - IPALCO Enterprises,
  Inc. (NYSE:IPL) announced today that its Board of
  Directors declared a 2-for-1 stock split of the Company's
  common stock and a 9.1 percent increase in the dividend.
  
  On March 18, 1999, shareowners will receive one
  additional share for every share they own on the record
  date of March 5, 1999.  Following the effective date of
  the split, IPALCO will have approximately 87 million
  shares outstanding.
  
  The Board also increased the Company's quarterly dividend
  from $.275 to $.30 per share based on the Company's pre-
  split common stock or from $.1375 to $.15 per share post-
  split.  The new annual indicated dividend level rose 9.1
  percent from $1.10 per share to $1.20 per share on a pre-
  split basis, and from $.55 per share to $.60 per share on
  a post-split basis.  The dividend is payable on April 15,
  1999 to shareowners of record on March 30, 1999.
  
  John R. Hodowal, Chairman and President, stated, "Today's
  decision reflects our strong 1998 financial performance
  which we achieved while still providing the lowest
  residential electric rates of the Indiana investor-owned
  utilities.  The split also demonstrates management's and
  the Board's confidence in the Company's future and
  commitment to creating shareowner value.  The stock split
  will result in a market price that may be more attractive
  to individual investors, potentially creating a broader
  market for the security.  Our dividend increase is
  consistent with our financial policy of paying out 45 to
  50 percent of prior year's earnings, adjusted for
  significant one-time items."
  
  Mr. Hodowal commented that this is the fifth stock split
  by the Company with the other splits occurring in 1954,
  1962, 1986 and 1996.
  
  IPALCO Enterprises, Inc. is a multi-state energy company
  providing a variety of energy products and services.  Its
  primary subsidiary, Indianapolis Power & Light Company,
  provides retail electric service to approximately 426,000
  commercial, residential, and industrial customers in
  Indianapolis and portions of other Central Indiana
  counties.
  
  News releases and other information about IPALCO can be
  found on the World Wide Web at http://www.ipalco.com.
  
                            # # #
  
                          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 23, 1999
  
                           IPALCO ENTERPRISES, INC.
  
                           By  /s/ Bryan G. Tabler
                                Name:     Bryan G. Tabler
                                Title:    Vice President, Secretary
                                          and General Counsel