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:  March 23, 2000
  Date of Event (or earliest event) being reported:  March 23, 2000
  
                  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
  
  As disclosed in the press release, IPALCO Enterprises,
  Inc announced an agreement for the sale of certain assets
  (the "Assets") to Citizens Gas & Coke Utility.  The
  Assets include the Perry K Steam Plant and downtown steam
  distribution system (Steam) operated by Indianapolis
  Power & Light Company; the central city chilled water
  cooling and distribution system owned by Mid-America
  Energy Resources, Inc. (MAER), and the chilled water
  cooling system owned by Indianapolis Campus Energy, Inc.
  (ICE).
  
  The anticipated selling price of the Assets is $161.7
  million.  Cash taxes on the transaction are estimated to
  be $23.0 million. The net book value of the Assets is
  approximately $140.0 million. The 1999 EBITDA (earnings
  before interest, taxes, depreciation and amortization)
  and net income of these entities (Steam, MAER, ICE) were
  $18.7 million and $3.0 million, respectively.
  
  Approximately $90 million of the net proceeds will be
  used to retire debt specifically assignable to the
  Assets.
  
  The sale is subject to certain government approvals and
  the satisfaction of certain conditions precedent in the
  agreement.
  
  
  
  For Immediate Release            Laura Musall, Citizens Gas,  317-927-4718
  March 23, 2000                   Marni Lemons, IPALCO, 317-261-8219
                                   Tracy J. Venable, IPALCO,  317-261-8259
  
  
   Citizens Gas Plans to Purchase IPALCO's Steam, Chilled
                        Water Systems
  
  
  INDIANAPOLIS - Officials at Citizens Gas & Coke Utility
  and IPALCO Enterprises, Inc. (NYSE:IPL) have signed an
  agreement for Citizens to purchase the thermal energy
  systems owned by three IPALCO subsidiaries. The proposed
  purchases by Citizens include the Perry K Steam Plant and
  downtown steam distribution system, operated by
  Indianapolis Power & Light Company; the central city
  chilled water cooling and distribution system owned by
  Mid-America Energy Resources, Inc. and the chilled water
  cooling services provided to Eli Lilly & Company by
  Indianapolis Campus Energy.
  
  "Citizens Gas is excited about retaining local ownership
  of these valuable community assets," said David N.
  Griffiths, President and CEO. "Since we have considerable
  experience in related energy supply and distribution
  services, steam and chilled water customers will continue
  to receive quality service and competitive prices under
  our ownership."
  
                           (More)
  
  These assets will allow Citizens to offer a broader range
  of services. The steam and chilled water operations
  complement other Citizens Gas operations. The steam
  distribution operation already uses substantial volumes
  of manufactured gas produced at Citizens' Prospect Street
  plant.
  
  The sale of these systems will allow IPALCO and
  Indianapolis Power & Light Company to focus on IPL's
  primary business of delivering reliable and competitively
  priced electricity to more than 430,000 central Indiana
  customers.
  
  "IPALCO is extremely proud of IPL's steam system and of
  the thermal energy system developed under the Mid-America
  banner," said John R. Hodowal, IPALCO Chairman. "As
  IPALCO enters a new era of heightened electric
  competition, we believe that the sale of these steam and
  chilled water operations is the correct step to take. And
  we are confident that these businesses will continue to
  operate very professionally under Citizens' ownership."
  
  The acquisition will not adversely affect rates for
  customers of either the steam or chilled water services
  or Citizens Gas' 258,000 existing customers.
  
  There will be no layoffs at the IPL or Mid-America
  facilities as a result of the change in ownership. IPL
  steam employees will continue to be employed by IPL and
  eventually transferred to other IPL facilities. Or, they
  may voluntarily accept employment which may be offered by
  Citizens. The employees of Mid-America Energy Resources
  will become employees of Citizens at the close of the
  transaction.
  
  Citizens will acquire the properties for $162 million.
  The City-County Council must approve the transaction
  through an ordinance signed by the Mayor. The Indiana
  Utility Regulatory Commission will be asked to approve
  IPL's sale of the district steam system.
  
  Citizens Gas & Coke Utility is a Public Charitable Trust
  that provides safe, reliable and low-cost natural gas to
  258,000 industrial, commercial and residential customers
  in Marion County.
  
  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 430,000
  commercial, residential and industrial customers in
  Indianapolis and portions of other central Indiana
  counties.
  
  News releases and other information about Citizens Gas
  and IPALCO can be found on the World Wide Web at
  www.citizensgas.com and 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: March 23, 2000
  
                           IPALCO ENTERPRISES, INC.
  
  
                           By   /s/ John R. Brehm
                                Name:     John R. Brehm
                                Title:    Vice President and Treasurer
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 6282}]
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": "576401"}, "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:  March 23, 2000
  Date of Event (or earliest event) being reported:  March 23, 2000
  
                  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
  
  As disclosed in the press release, IPALCO Enterprises,
  Inc announced an agreement for the sale of certain assets
  (the "Assets") to Citizens Gas & Coke Utility.  The
  Assets include the Perry K Steam Plant and downtown steam
  distribution system (Steam) operated by Indianapolis
  Power & Light Company; the central city chilled water
  cooling and distribution system owned by Mid-America
  Energy Resources, Inc. (MAER), and the chilled water
  cooling system owned by Indianapolis Campus Energy, Inc.
  (ICE).
  
  The anticipated selling price of the Assets is $161.7
  million.  Cash taxes on the transaction are estimated to
  be $23.0 million. The net book value of the Assets is
  approximately $140.0 million. The 1999 EBITDA (earnings
  before interest, taxes, depreciation and amortization)
  and net income of these entities (Steam, MAER, ICE) were
  $18.7 million and $3.0 million, respectively.
  
  Approximately $90 million of the net proceeds will be
  used to retire debt specifically assignable to the
  Assets.
  
  The sale is subject to certain government approvals and
  the satisfaction of certain conditions precedent in the
  agreement.
  
  For Immediate Release            Laura Musall, Citizens Gas,  317-927-4718
  March 23, 2000                   Marni Lemons, IPALCO, 317-261-8219
                                   Tracy J. Venable, IPALCO,  317-261-8259
  
   Citizens Gas Plans to Purchase IPALCO's Steam, Chilled
                        Water Systems
  
  INDIANAPOLIS - Officials at Citizens Gas & Coke Utility
  and IPALCO Enterprises, Inc. (NYSE:IPL) have signed an
  agreement for Citizens to purchase the thermal energy
  systems owned by three IPALCO subsidiaries. The proposed
  purchases by Citizens include the Perry K Steam Plant and
  downtown steam distribution system, operated by
  Indianapolis Power & Light Company; the central city
  chilled water cooling and distribution system owned by
  Mid-America Energy Resources, Inc. and the chilled water
  cooling services provided to Eli Lilly & Company by
  Indianapolis Campus Energy.
  
  "Citizens Gas is excited about retaining local ownership
  of these valuable community assets," said David N.
  Griffiths, President and CEO. "Since we have considerable
  experience in related energy supply and distribution
  services, steam and chilled water customers will continue
  to receive quality service and competitive prices under
  our ownership."
  
                           (More)
  
  These assets will allow Citizens to offer a broader range
  of services. The steam and chilled water operations
  complement other Citizens Gas operations. The steam
  distribution operation already uses substantial volumes
  of manufactured gas produced at Citizens' Prospect Street
  plant.
  
  The sale of these systems will allow IPALCO and
  Indianapolis Power & Light Company to focus on IPL's
  primary business of delivering reliable and competitively
  priced electricity to more than 430,000 central Indiana
  customers.
  
  "IPALCO is extremely proud of IPL's steam system and of
  the thermal energy system developed under the Mid-America
  banner," said John R. Hodowal, IPALCO Chairman. "As
  IPALCO enters a new era of heightened electric
  competition, we believe that the sale of these steam and
  chilled water operations is the correct step to take. And
  we are confident that these businesses will continue to
  operate very professionally under Citizens' ownership."
  
  The acquisition will not adversely affect rates for
  customers of either the steam or chilled water services
  or Citizens Gas' 258,000 existing customers.
  
  There will be no layoffs at the IPL or Mid-America
  facilities as a result of the change in ownership. IPL
  steam employees will continue to be employed by IPL and
  eventually transferred to other IPL facilities. Or, they
  may voluntarily accept employment which may be offered by
  Citizens. The employees of Mid-America Energy Resources
  will become employees of Citizens at the close of the
  transaction.
  
  Citizens will acquire the properties for $162 million.
  The City-County Council must approve the transaction
  through an ordinance signed by the Mayor. The Indiana
  Utility Regulatory Commission will be asked to approve
  IPL's sale of the district steam system.
  
  Citizens Gas & Coke Utility is a Public Charitable Trust
  that provides safe, reliable and low-cost natural gas to
  258,000 industrial, commercial and residential customers
  in Marion County.
  
  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 430,000
  commercial, residential and industrial customers in
  Indianapolis and portions of other central Indiana
  counties.
  
  News releases and other information about Citizens Gas
  and IPALCO can be found on the World Wide Web at
  www.citizensgas.com and 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: March 23, 2000
  
                           IPALCO ENTERPRISES, INC.
  
                           By   /s/ John R. Brehm
                                Name:     John R. Brehm
                                Title:    Vice President and Treasurer