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:  April 28, 1998
    Date of Event (or earliest event) being reported: April 28, 1998
  
                      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
  
       The Board of Directors of  IPALCO Enterprises, Inc. (the "Company")
  approved the amendment and restatement of the Rights Agreement by and
  between the Company and First Chicago Trust Company of New York as Rights
  Agent.  The amendments included (i) increasing the exercise price
  (ii) extending the expiration date of the Rights and (iii) certain other
  changes.  A copy of the Amendment and Restatement dated as of April 28, 1998
  of the Rights Agreement dated as of June 28, 1990, between IPALCO
  Enterprises, Inc. and First Chicago Trust Company of New York, as Rights
  Agent, is attached hereto as Exhibit 4.1.
  
  Item 7.  Financial Statements and Exhibits.
  
       (c)  Exhibits.
  
            4.1  Amendment and Restatement dated as of April 28, 1998 of the
                 Rights Agreement dated as of June 28, 1990, between IPALCO
                 Enterprises, Inc. and First Chicago Trust Company of  New
                 York, as Rights Agent.
            
  
  
                                   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: April 28, 1998
  
                                           IPALCO ENTERPRISES, INC.
  
  
  
                                           By /s/ Bryan G. Tabler
                                             Name:  Bryan G. Tabler
                                              Title: Vice President, Secretary
                                                     and General Counsel
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 2692}]
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": "98603207"}, "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:  April 28, 1998
    Date of Event (or earliest event) being reported: April 28, 1998
  
                      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
  
       The Board of Directors of  IPALCO Enterprises, Inc. (the "Company")
  approved the amendment and restatement of the Rights Agreement by and
  between the Company and First Chicago Trust Company of New York as Rights
  Agent.  The amendments included (i) increasing the exercise price
  (ii) extending the expiration date of the Rights and (iii) certain other
  changes.  A copy of the Amendment and Restatement dated as of April 28, 1998
  of the Rights Agreement dated as of June 28, 1990, between IPALCO
  Enterprises, Inc. and First Chicago Trust Company of New York, as Rights
  Agent, is attached hereto as Exhibit 4.1.
  
  Item 7.  Financial Statements and Exhibits.
  
       (c)  Exhibits.
  
            4.1  Amendment and Restatement dated as of April 28, 1998 of the
                 Rights Agreement dated as of June 28, 1990, between IPALCO
                 Enterprises, Inc. and First Chicago Trust Company of  New
                 York, as Rights Agent.
            
  
                                   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: April 28, 1998
  
                                           IPALCO ENTERPRISES, INC.
  
                                           By /s/ Bryan G. Tabler
                                             Name:  Bryan G. Tabler
                                              Title: Vice President, Secretary
                                                     and General Counsel