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  <P ALIGN="CENTER">UNITED STATES</P>
  <P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
  <P ALIGN="CENTER">Washington, D.C.  20549</P>
  <P>&nbsp;</P>
  
  <HR WIDTH="20%">
  </FONT><FONT SIZE=3><P ALIGN="CENTER">FORM 8-K</P>
  </FONT><FONT SIZE=3>
  <HR WIDTH="20%">
  <P ALIGN="CENTER">CURRENT REPORT<BR></p>
  <P ALIGN="CENTER">
  Pursuant to Section 13 or 15(D) of the<BR>
  Securities Exchange Act of 1934</P>
  </B>
  <P>&nbsp;</P>
  <P ALIGN="CENTER">Date of Report : October 31, 2005</P>
  <P ALIGN="CENTER">Date of earliest event being reported : October 28, 2005</P>
  </FONT><B><P ALIGN="CENTER">IPALCO ENTERPRISES, INC.</P>
  </B><FONT SIZE=3>
  <P ALIGN="CENTER">(Exact name of registrant as specified in its charter)</P>
  <p align="center"><font size="3">
                         Commission file number:<u> 1-8644</u>
  </font></p>
  
  <P>&nbsp;
  <TABLE COLS=2 WIDTH="100%" >
  <TR>
  <TD>
  <font size="3">
  <CENTER><u>Indiana</u></CENTER>
  </font>
  </TD>
  <TD>
  <font size="3">
  <CENTER><u>35-1575582</u></CENTER>
  </font>
  </TD>
  </TR>
  <TR>
  <TD>
  <font size="3">
  <CENTER>&nbsp; (State or other jurisdiction of incorporation or organization)&nbsp;</CENTER>
  </font>
  </TD>
  <TD>
  <font size="3">
  <CENTER>(I.R.S. Employer Identification Number)</CENTER>
  </font>
  </TD>
  </TR>
  </TABLE>
  <BR>
  
  
  
  <p align="center"><font size="3">
                                  One Monument Circle<br>
                                <u>Indianapolis, Indiana &nbsp;&nbsp; 46204
  </font></u><br>
  
  <font size="3">
          (Address of principal executive offices, including zip code)
  </font></p>
  
  <p align="center"><font size="3"><u>
                                   (317) 261-8261
  </font></u><br>
  
  <font size="3">
                   (Registrant's telephone number, including area code)
  
  
  <P ALIGN="CENTER"></P>
  <P>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:</P>
  <P>&nbsp;</P>
  
  
  <P>[ ]&#9;Written communications pursuant to Rule 425 under the Securities Act&nbsp; (17 CFR
  230.425)</P>
  
  <P>[ ]&#9;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-
  12)</P>
  
  <P>[ ] &#9;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
  240.14d-2(b))</P>
  <P>[ ]&#9;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
  240.13e-4c))</P>
  <P ALIGN="CENTER"></P>
  <P>&nbsp;</P>
  
  <P ALIGN="CENTER">&nbsp;</P>
  <HR align=left SIZE=2 width="100%">
  
  <B><P>Cautionary Note Regarding Forward-Looking Statements</P>
  </B>
  <P>&#9;This Report on Form 8-K includes ``forward-looking statements.'' Forward-looking statements
  express an expectation or belief and contain a projection, plan or assumption with regard to, among
  other things, our future revenues, income or capital structure. Such statements of future events or
  performance are not guarantees of future performance and involve estimates, assumptions and
  uncertainties. The words &quot;could,&quot; &quot;may,&quot; &quot;predict,&quot;
  &quot;anticipate,&quot; &quot;would,&quot; &quot;believe,&quot; &quot;estimate,&quot;
  &quot;expect,&quot; &quot;forecast,&quot; &quot;project,&quot; &quot;objective&quot; and similar
  expressions are intended to identify forward-looking statements. Some important factors that could
  cause our actual results or outcomes to differ materially from those discussed in the forward-
  looking statements include, but are not limited to regulatory action, weather and weather related
  damage, generating unit availability and capacity, unanticipated maintenance and capital
  expenditures and issues related to our participation in the Midwest Independent Transmission System
  Operators. Please refer to IPALCO's most recently filed Report on Form 10-Q for a listing of
  additional factors that could cause our actual results or outcomes to differ materially from those
  discussed in the forward-looking statements. IPL undertakes no obligation to update or revise any
  forward-looking statements, whether as a result of new information, future events or otherwise.</P>
  
  <B><P>&nbsp;</P>
  <P>Item 8.01.  Other Events</P>
  </B><FONT FACE="Courier New">
  </FONT><P>&#9;IPL and the Indiana Office of Utility Consumer Counselor (&quot;OUCC&quot;) have
  reached an agreement to resolve certain Fuel Adjustment Charge allocation issues previously raised
  by the OUCC, including the treatment of IPL's alternative regulation program (Elect Plan) through
  the balance of its expiration at the end of 2006. The parties have also agreed to enter into good
  faith discussions regarding a new alternative regulation program to replace the Elect Plan upon its
  expiration and the potential filing of new depreciation rates.  IPL is phasing out new offers and
  renewals under the Elect Plan and beginning August 2005, will voluntarily treat Elect Plan revenues
  in excess of fuel and program costs as jurisdictional revenue for&nbsp;purposes of the authorized
  annual jurisdictional net operating income determination. IPL will also seek regulatory approval to
  provide a one-time energy assistance credit to residential customers, payable in January 2006, of
  $25 per customer (for approximately $10 million in the aggregate).&nbsp; IPL will accrue the
  liability for the credit in the fourth quarter, 2005.&nbsp; </P>
  <P>&#9;IPL's authorized annual jurisdictional net operating income, for purposes of the quarterly
  operating income tests, is $163 million, as established in IPL's last base rate case, plus
  additional returns authorized in the Environmental Compliance Cost Recovery Adjustment filings of
  $12.7 million, as of IPL's most recent quarterly measurement date on July 31, 2005. We do not
  anticipate our rolling annual jurisdictional retail electric operating income to be greater than the
  authorized annual jurisdictional net operating income for the final 2005 measurement period in
  October. However, we are likely to exceed the authorized annual jurisdictional net operating income
  in future measurement periods. As of July 31, 2005, IPL had a cumulative net operating income
  deficiency (calculated by summing the quarterly measurement period annual results from the date of
  the last rate order) of approximately $774 million which can be used as an offset when net operating
  income in a measurement period exceeds authorized annual jurisdictional net operating income.
  Because of the deficiency, IPL can, for a period of time, earn above the authorized annual electric
  jurisdictional retail net operating income without being required to make customer refunds.</P>
  
  <HR WIDTH="85%">
  
  <p align="center"><strong>
  <br>
  <br>
                                     SIGNATURE
  </p></strong>
  <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 by the undersigned hereunto duly authorized.</P>
  
  <P>Dated: October 31, 2005</P>
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  <P>IPALCO ENTERPRISES, INC.</P>
  
  <P>&nbsp;</P>
  <P>By<U>&#9;/s/ Frank Marino&#9;&#9;&#9;</P>
  </U><P>Name:&#9;Frank Marino</P>
  <P>Title:&#9;Vice President and Chief Financial Officer </P></DIR>
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text: 8K DOC
  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 : October 31, 2005
  Date of earliest event being reported : October 28, 2005
  IPALCO ENTERPRISES, INC.
  (Exact name of registrant as specified in its charter)
  Commission file number:
  1-8644
  Indiana
  35-1575582
  (State or other jurisdiction of incorporation or organization)
  (I.R.S. Employer Identification Number)
  One Monument Circle
  Indianapolis, Indiana    46204
  (Address of principal executive offices, including zip code)
  (317) 261-8261
  (Registrant's telephone number, including area code)
  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:
  [ ]	Written communications pursuant to Rule 425 under the Securities Act  (17 CFR
  230.425)
  [ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-
  12)
  [ ] 	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
  240.14d-2(b))
  [ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
  240.13e-4c))
  Cautionary Note Regarding Forward-Looking Statements
  This Report on Form 8-K includes ``forward-looking statements.'' Forward-looking statements
  express an expectation or belief and contain a projection, plan or assumption with regard to, among
  other things, our future revenues, income or capital structure. Such statements of future events or
  performance are not guarantees of future performance and involve estimates, assumptions and
  uncertainties. The words "could," "may," "predict,"
  "anticipate," "would," "believe," "estimate,"
  "expect," "forecast," "project," "objective" and similar
  expressions are intended to identify forward-looking statements. Some important factors that could
  cause our actual results or outcomes to differ materially from those discussed in the forward-
  looking statements include, but are not limited to regulatory action, weather and weather related
  damage, generating unit availability and capacity, unanticipated maintenance and capital
  expenditures and issues related to our participation in the Midwest Independent Transmission System
  Operators. Please refer to IPALCO's most recently filed Report on Form 10-Q for a listing of
  additional factors that could cause our actual results or outcomes to differ materially from those
  discussed in the forward-looking statements. IPL undertakes no obligation to update or revise any
  forward-looking statements, whether as a result of new information, future events or otherwise.
  Item 8.01.  Other Events
  IPL and the Indiana Office of Utility Consumer Counselor ("OUCC") have
  reached an agreement to resolve certain Fuel Adjustment Charge allocation issues previously raised
  by the OUCC, including the treatment of IPL's alternative regulation program (Elect Plan) through
  the balance of its expiration at the end of 2006. The parties have also agreed to enter into good
  faith discussions regarding a new alternative regulation program to replace the Elect Plan upon its
  expiration and the potential filing of new depreciation rates.  IPL is phasing out new offers and
  renewals under the Elect Plan and beginning August 2005, will voluntarily treat Elect Plan revenues
  in excess of fuel and program costs as jurisdictional revenue for purposes of the authorized
  annual jurisdictional net operating income determination. IPL will also seek regulatory approval to
  provide a one-time energy assistance credit to residential customers, payable in January 2006, of
  $25 per customer (for approximately $10 million in the aggregate).  IPL will accrue the
  liability for the credit in the fourth quarter, 2005.
  IPL's authorized annual jurisdictional net operating income, for purposes of the quarterly
  operating income tests, is $163 million, as established in IPL's last base rate case, plus
  additional returns authorized in the Environmental Compliance Cost Recovery Adjustment filings of
  $12.7 million, as of IPL's most recent quarterly measurement date on July 31, 2005. We do not
  anticipate our rolling annual jurisdictional retail electric operating income to be greater than the
  authorized annual jurisdictional net operating income for the final 2005 measurement period in
  October. However, we are likely to exceed the authorized annual jurisdictional net operating income
  in future measurement periods. As of July 31, 2005, IPL had a cumulative net operating income
  deficiency (calculated by summing the quarterly measurement period annual results from the date of
  the last rate order) of approximately $774 million which can be used as an offset when net operating
  income in a measurement period exceeds authorized annual jurisdictional net operating income.
  Because of the deficiency, IPL can, for a period of time, earn above the authorized annual electric
  jurisdictional retail net operating income without being required to make customer refunds.
  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: October 31, 2005
  IPALCO ENTERPRISES, INC.
  By
  /s/ Frank Marino
  Name:	Frank Marino
  Title:	Vice President and Chief Financial Officer