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:  July 21, 1995
                  Date of Event (or earliest event)
                    being reported: July 21, 1995
  
                       IPALCO ENTERPRISES, INC.
             (Exact name of registrant as specified
                           in its charter)
  
  
          Indiana      1-8644    35-1575582
  (State or other   (Commission   (IRS Employer
  jurisdiction of   File Number)  Identification No.)
  incorporation)
  
  
      25 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., parent of
  Indianapolis Power & Light Company, issued the
  following press release on July 21, 1995, relating
  to the rate case settlement agreement:
  
                 Marni Lemons     (317) 261-8219
                     e-mail:       mlemons@ipalco.com
                 Investor Contact:
                 Jennifer Kent    (317) 261-8259
                     e-mail:         jkent@ipalco.com
  
  
                 IPALCO Home Page:
                 http://www.ipalco.com
  
  
  
  - - IPL Reaches Settlement Agreement With Parties In
  Its Pending Rate Case -
  
  
  Indianapolis, July 21, 1995 -- Indianapolis Power &
  Light Company (IPL) has reached a Settlement
  Agreement with the parties in its pending $88-
  million retail electric rate case, the Company
  announced today.
  
  Under terms of  the agreement,  new rates will be
  implemented in two steps, and IPL will not  seek
  another increase until after July 1, 1997, at the
  earliest.  IPL had intended to file a petition for
  another rate increase to coincide approximately with
  the June, 1996, in-service date of two, pollution-
  control devices, or scrubbers, at its Petersburg
  Generating Station.
  
  The Settlement Agreement must be approved by the
  Indiana Utility Regulatory Commission (IURC).
  
  The Company last received a rate order in 1986.
  
  The agreement will raise IPL's retail electric rates
  in two steps:
  
      $35 million in additional annual revenues on
      Sept. 1, 1995, following approval of the
      agreement by the IURC; and
  
      An additional $25 million on June 30, 1996,
      conditioned upon certification that the
      scrubbers under construction at the Petersburg
      Generating Station are in service.
  
  By customer class, the percent rate increase in Step
  1 is as follows:
  
      Residential: 7.6%
      Small Commercial/Industrial: 5.3%
      Large Commercial/Industrial: 4.0%
      Public Lighting: 5.7%
  
  
  (more)
                    
                       (add one)                 
  
  In Step 2 all classes of  customers will see
  approximately a 3.8% increase in their monthly
  bills.
  
  For a residential customer using 1,000 kilowatt
  hours of electricity a month, the average monthly
  bill will increase from $60.07 to $64.00 in Step
  One.  In Step Two an average residential customer
  will see an additional increase of approximately
  $2.50 on a monthly bill.
  
  "IPL is proud that over the years our rates have
  been some of the lowest in the country.  Even with
  this two-step increase, our customers will continue
  to receive some of the most reasonably priced
  electric service in the U.S.," said IPL President
  Ray Humke.
  
  IPL also has agreed not to file a request to build
  any large, base-load generating capacity before Jan.
  1, 2000.  This provision can be waived in extreme
  circumstances, such as the unforeseen loss of 250
  megawatts or more of IPL's existing base-load
  capacity.
  
  In addition, the parties agreed to resolve pending
  litigation involving IPL's Clean Air Act compliance
  plan.
  
  IPL is the principal subsidiary of IPALCO
  Enterprises, Inc., a multi-state energy company
  providing a variety of energy products and services. 
  IPL provides electric service to approximately
  400,000 residential, commercial and industrial
  customers in Indianapolis and in portions of other
  central Indiana counties.
  
  # # #
                     
  <PAGE>
                         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:  July 21, 1995
  
                   IPALCO ENTERPRISES, INC.
  
                   By/s/ John R. Brehm
                     Name:  John R. Brehm
                     Title:  Vice President and
                             Treasurer
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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:  July 21, 1995
                  Date of Event (or earliest event)
                    being reported: July 21, 1995
  
                       IPALCO ENTERPRISES, INC.
             (Exact name of registrant as specified
                           in its charter)
  
          Indiana      1-8644    35-1575582
  (State or other   (Commission   (IRS Employer
  jurisdiction of   File Number)  Identification No.)
  incorporation)
  
      25 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., parent of
  Indianapolis Power & Light Company, issued the
  following press release on July 21, 1995, relating
  to the rate case settlement agreement:
  
                 Marni Lemons     (317) 261-8219
                     e-mail:       mlemons@ipalco.com
                 Investor Contact:
                 Jennifer Kent    (317) 261-8259
                     e-mail:         jkent@ipalco.com
  
                 IPALCO Home Page:
                 http://www.ipalco.com
  
  - - IPL Reaches Settlement Agreement With Parties In
  Its Pending Rate Case -
  
  Indianapolis, July 21, 1995 -- Indianapolis Power &
  Light Company (IPL) has reached a Settlement
  Agreement with the parties in its pending $88-
  million retail electric rate case, the Company
  announced today.
  
  Under terms of  the agreement,  new rates will be
  implemented in two steps, and IPL will not  seek
  another increase until after July 1, 1997, at the
  earliest.  IPL had intended to file a petition for
  another rate increase to coincide approximately with
  the June, 1996, in-service date of two, pollution-
  control devices, or scrubbers, at its Petersburg
  Generating Station.
  
  The Settlement Agreement must be approved by the
  Indiana Utility Regulatory Commission (IURC).
  
  The Company last received a rate order in 1986.
  
  The agreement will raise IPL's retail electric rates
  in two steps:
  
      $35 million in additional annual revenues on
      Sept. 1, 1995, following approval of the
      agreement by the IURC; and
  
      An additional $25 million on June 30, 1996,
      conditioned upon certification that the
      scrubbers under construction at the Petersburg
      Generating Station are in service.
  
  By customer class, the percent rate increase in Step
  1 is as follows:
  
      Residential: 7.6%
      Small Commercial/Industrial: 5.3%
      Large Commercial/Industrial: 4.0%
      Public Lighting: 5.7%
  
  (more)
                    
                       (add one)                 
  
  In Step 2 all classes of  customers will see
  approximately a 3.8% increase in their monthly
  bills.
  
  For a residential customer using 1,000 kilowatt
  hours of electricity a month, the average monthly
  bill will increase from $60.07 to $64.00 in Step
  One.  In Step Two an average residential customer
  will see an additional increase of approximately
  $2.50 on a monthly bill.
  
  "IPL is proud that over the years our rates have
  been some of the lowest in the country.  Even with
  this two-step increase, our customers will continue
  to receive some of the most reasonably priced
  electric service in the U.S.," said IPL President
  Ray Humke.
  
  IPL also has agreed not to file a request to build
  any large, base-load generating capacity before Jan.
  1, 2000.  This provision can be waived in extreme
  circumstances, such as the unforeseen loss of 250
  megawatts or more of IPL's existing base-load
  capacity.
  
  In addition, the parties agreed to resolve pending
  litigation involving IPL's Clean Air Act compliance
  plan.
  
  IPL is the principal subsidiary of IPALCO
  Enterprises, Inc., a multi-state energy company
  providing a variety of energy products and services. 
  IPL provides electric service to approximately
  400,000 residential, commercial and industrial
  customers in Indianapolis and in portions of other
  central Indiana counties.
  
  # # #
  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:  July 21, 1995
  
                   IPALCO ENTERPRISES, INC.
  
                   By/s/ John R. Brehm
                     Name:  John R. Brehm
                     Title:  Vice President and
                             Treasurer