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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 : December 22, 2005</P>
  <P ALIGN="CENTER">Date of earliest event being reported : December 15, 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>
  <B><I><U><P>New Union Contract</P>
  </B></I></U><P>On December 15, 2005, the International Brotherhood of Electrical Workers
  (&quot;IBEW&quot;) Physical Bargaining Unit ratified a new three-year agreement with Indianapolis
  Power &amp; Light Company (&quot;IPL&quot;). This unit of the IBEW represents approximately 760 IPL
  employees.</P>
  
  <B><I><U><P>Indiana Office of Utility Consumer Counselor (&quot;OUCC&quot;) Agreement</P>
  </B></I></U>
  <P>We are filing this Form 8-K to update disclosures made in our Form 8-K filed on October 31, 2005
  and in our quarterly report on Form 10-Q for the quarter ended September 30, 2005 under the caption
  &quot;Management's Discussion and Analysis of Financial Condition and Results of Operation -
  Liquidity and Capital Resources - Other Regulatory Matters - Fuel Adjustment Charge
  Proceedings&quot;, which stated to the following effect: </P>
  <DIR>
  <DIR>
  
  <P>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.</P>
  </DIR>
  </DIR>
  
  <P>IPL learned that it would not receive regulatory approval of its administrative filing with the
  Indiana Utility Regulatory Commission (&quot;IURC&quot;) in time to implement the $25 energy
  assistance credit to residential customers in January 2006. Accordingly, IPL and the OUCC have
  agreed to nullify all terms of the agreement and IPL has withdrawn its filing. IPL's fourth quarter
  results therefore will not reflect an accrued liability for the energy assistance credit. Moreover,
  as was the case prior to the agreement with the OUCC, IPL will treat Elect Plan revenues in excess
  of fuel and program costs as non-jurisdictional revenue for purposes of the authorized annual
  jurisdictional net operating income determination, as authorized by the IURC. IPL continues to phase
  out new offers and renewals under the Elect Plan, which expires December 31, 2006. We expect to
  enter into further discussions with the OUCC and other interested parties regarding future offerings
  that would be beneficial to IPL and its customers.</P>
  
  <P>Our calculations show that IPL's rolling annual jurisdictional retail electric operating income
  was slightly greater than the authorized annual jurisdictional net operating income for the final
  2005 measurement period which ended in October 2005. After the October 2005 measurement period and
  through the expiration of Elect Plan, we do not anticipate IPL's rolling annual jurisdictional
  retail electric operating income to be greater than the authorized annual jurisdictional net
  operating income. Please refer to the Management's Discussion and Analysis section of IPALCO's most
  recently filed Form 10-Q for a discussion of factors that can impact operating results. </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: December 22, 2005</P>
  <DIR>
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  <DIR>
  <DIR>
  <DIR>
  <DIR>
  <DIR>
  <DIR>
  <DIR>
  <DIR>
  
  <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>
  </DIR>
  </DIR>
  </DIR>
  </DIR>
  </DIR>
  </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 : December 22, 2005
  Date of earliest event being reported : December 15, 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
  New Union Contract
  On December 15, 2005, the International Brotherhood of Electrical Workers
  ("IBEW") Physical Bargaining Unit ratified a new three-year agreement with Indianapolis
  Power & Light Company ("IPL"). This unit of the IBEW represents approximately 760 IPL
  employees.
  Indiana Office of Utility Consumer Counselor ("OUCC") Agreement
  We are filing this Form 8-K to update disclosures made in our Form 8-K filed on October 31, 2005
  and in our quarterly report on Form 10-Q for the quarter ended September 30, 2005 under the caption
  "Management's Discussion and Analysis of Financial Condition and Results of Operation -
  Liquidity and Capital Resources - Other Regulatory Matters - Fuel Adjustment Charge
  Proceedings", which stated to the following effect:
  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 learned that it would not receive regulatory approval of its administrative filing with the
  Indiana Utility Regulatory Commission ("IURC") in time to implement the $25 energy
  assistance credit to residential customers in January 2006. Accordingly, IPL and the OUCC have
  agreed to nullify all terms of the agreement and IPL has withdrawn its filing. IPL's fourth quarter
  results therefore will not reflect an accrued liability for the energy assistance credit. Moreover,
  as was the case prior to the agreement with the OUCC, IPL will treat Elect Plan revenues in excess
  of fuel and program costs as non-jurisdictional revenue for purposes of the authorized annual
  jurisdictional net operating income determination, as authorized by the IURC. IPL continues to phase
  out new offers and renewals under the Elect Plan, which expires December 31, 2006. We expect to
  enter into further discussions with the OUCC and other interested parties regarding future offerings
  that would be beneficial to IPL and its customers.
  Our calculations show that IPL's rolling annual jurisdictional retail electric operating income
  was slightly greater than the authorized annual jurisdictional net operating income for the final
  2005 measurement period which ended in October 2005. After the October 2005 measurement period and
  through the expiration of Elect Plan, we do not anticipate IPL's rolling annual jurisdictional
  retail electric operating income to be greater than the authorized annual jurisdictional net
  operating income. Please refer to the Management's Discussion and Analysis section of IPALCO's most
  recently filed Form 10-Q for a discussion of factors that can impact operating results.
  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: December 22, 2005
  IPALCO ENTERPRISES, INC.
  By
  /s/ Frank Marino
  Name:	Frank Marino
  Title:	Vice President and Chief Financial Officer