Registration No. 333-

                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                                FORM S-8
                         REGISTRATION STATEMENT
                    UNDER THE SECURITIES ACT OF 1933

                        IPALCO ENTERPRISES, INC.
         (Exact name of registrant as specified in its charter)

               Indiana                             35-1575582
 (State  or  other  jurisdiction                   (I.R.S. Employer
 of incorporation or organization)                 Identification No.)

         One Monument Circle
            P.O. Box 1595
   Indianapolis, Indiana                           46206-1595
(Address of principal executive offices)           (Zip Code)

                        IPALCO ENTERPRISES, INC.
                       1999 STOCK INCENTIVE PLAN
                        (Full title of the plan)

                             JOHN R. BREHM
                      Vice President and Treasurer
                        IPALCO Enterprises, Inc.
                          One Monument Circle
                             P.O. Box 1595
                    Indianapolis, Indiana 46206-1595
                (Name and address of agent for service)

                             (317) 261-8261
     (Telephone number, including area code, of agent for service)

                               Copies to:
                        Bryan G. Tabler, Esquire
                        IPALCO Enterprises, Inc.
                           One Monument Circle
                              P.O. Box 1595
                    Indianapolis, Indiana  46206-1595

<TABLE>

                    CALCULATION OF REGISTRATION FEE
<CAPTION>

Title of           Amount        Proposed maximum   Proposed maximum     Amount of
securities         to be         offering price     aggregate            registration
to be              registered    per unit <F1>      offering price       fee
registered

<S>                <C>           <C>                <C>                  <C>

Common Stock,      1,500,000     $16.625<F1>        $24,937,500.00<F1>   $6,583.50
without par        shares<F2>
value

<FN>

<F1>  Estimated solely for the purpose of calculating the registration fee
      and  based on average of the high and low sales prices per share  of
      Common  Stock  of  IPALCO  Enterprises, Inc.  on  December 23,  1999,
      pursuant to Rule 457(c).

<F2>  Any  additional shares of Common Stock to be issued as a  result  of
     stock  dividends,  stock splits, or similar  transactions  shall  be
     covered by this Registration Statement as provided in Rule 416.

</TABLE>



                                 PART I

                      INFORMATION REQUIRED IN THE
                        SECTION 10(A) PROSPECTUS

         The  document(s) containing information specified by Part  I
    of  this  Form  S-8  Registration  Statement  (the  "Registration
    Statement") will be sent or given to participants in  the  IPALCO
    Enterprises, Inc. 1999 Stock Incentive Plan (the "1999  Incentive
    Plan")  as  specified  in  Rule  428(b)(1)  promulgated  by   the
    Securities and Exchange Commission (the "Commission")  under  the
    Securities  Act  of  1933, as amended  (the  "1933  Act").   Such
    document(s)   are  not  being  filed  with  the  Commission   but
    constitute  (along with the documents incorporated  by  reference
    into  the  Registration Statement pursuant to Item 3 of  Part  II
    hereof),  a  prospectus  that meets the requirements  of  Section
    10(a) of the 1933 Act.

                                 PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents are hereby incorporated by reference
into the Registration Statement:

     (1)  The  Annual Report of the Registrant on Form  10-K  for
          the year ended December 31, 1998.

     (2)  Quarterly  Reports of the Registrant on Form  10-Q  for
          the  quarters ended March 31, 1999, June 30,  1999  and
          September 30, 1999.

     (3)  Registrant's  definitive proxy statement,  dated  March
          15,   1999,  filed  pursuant  to  Section  14  of   the
          Securities  Exchange  Act of 1934,  as  amended  ("1934
          Act"),  in  connection with the annual meeting  of  its
          shareholders held April 21, 1999.

     (4)  The description of the Common Stock contained in Item 4
          of  the Registrant's Registration Statement on Form 8-B
          dated December 21, 1983.

     (5)  The  description of the Registrant's Rights to Purchase
          Common Stock contained in the Registrant's Registration
          Statement on Form 8-A filed with the Commission on June
          29, 1990, and as amended on April 29, 1998.

     (6)  The current report on Form 8-K dated February 23, 1999,
          filed by Registrant.

     All  documents subsequently filed by the Registrant with the
Commission  pursuant to Sections 13(a), 13(c), 14, and  15(d)  of
the  1934  Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or  which deregisters all securities then remaining unsold, shall
be  deemed to be incorporated by reference into this Registration
Statement and to be a part thereof from the date they are filed.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Certain  legal  matters in connection  with  the  securities
offered hereby will be passed upon for the Registrant by Bryan G.
Tabler,  Vice  President, Secretary and General  Counsel  of  the
Registrant.   Mr.  Tabler holds 0 shares of restricted  stock  or
options   issued under the Registrant's 1999 Incentive  Plan  and
owns 55,067 shares directly.

Item 6.  Indemnification of Directors and Officers.

     IND.  CODE Sections 23-1-37-1--23-1-37-15 permit an  Indiana
corporation to indemnify directors and officers against liability
incurred  in certain proceedings if the individual's conduct  was
in good faith and the individual reasonably believed, in the case
of  conduct  in  the  individual's official capacity,  that  such
conduct was in the best interests of the corporation and, in  all
other  cases, believed such conduct was at least not  opposed  to
the  best  interests of the corporation.  If  the  proceeding  is
criminal,  the  individual must have at least had  no  reasonable
cause  to  believe that such conduct was unlawful.   The  statute
requires  a corporation to indemnify an individual who is  wholly
successful  in  the  defense  of  any  such  proceeding   against
reasonable  expenses  incurred by  such  individual,  unless  the
Articles of Incorporation provide otherwise.  The corporation may
pay  for  or  reimburse  the reasonable expenses  incurred  by  a
director or officer who is a party to a proceeding in advance  of
final  disposition  of the proceeding if certain  conditions  are
satisfied.    Unless  otherwise  provided  in  the  Articles   of
Incorporation, a director or officer may apply for court  ordered
indemnification  which will include reasonable expenses  incurred
to  obtain the indemnification order if the court determines that
the director is entitled to mandatory indemnification or that the
director is fairly and reasonably entitled to indemnification  in
view  of  all the relevant circumstances.  Except in the case  of
mandatory indemnification, a corporation may indemnify a director
or  officer only after it is determined that the individual meets
the  standard  of  conduct  described  above.   In  addition,   a
corporation  may  also  indemnify  and  advance  expenses  to  an
officer,  whether  or not a director, to the  extent,  consistent
with  public  policy, that may be provided  by  its  Articles  of
Incorporation, by-laws, general or specific action of  its  board
of  directors or contract.  IND. CODE Section 23-1-37-14 empowers
an  Indiana  corporation to purchase and  maintain  insurance  on
behalf  of any director or officer against any liability asserted
against, or incurred by, such individual in any such capacity  or
arising  out  of his or her status as such, whether  or  not  the
corporation  would have had the power to indemnify  against  such
liability.   The  Articles  of Incorporation  of  the  Registrant
provide  for  indemnification to the full extent permitted  under
Indiana law.

     The  Registrant has purchased insurance providing up  to  an
aggregate  of  $35 Million in coverage designed  to  protect  and
indemnify  the Registrant and its officers and directors  against
losses arising from claims, including claims under the 1933  Act,
which  might be made against its directors and officers by reason
of   any   actual  or  alleged  error,  misstatement,  misleading
statement, act or omission, or neglect or breach of duty  by  the
directors or officers in the discharge of their duties.


Item 7.  Exemption from Registration Claimed.

     Not applicable.


Item 8.  Exhibits.

     The  exhibits furnished with the Registration Statement  are
listed  on  the  Exhibit Index which follows the signature  pages
herein.


Item 9.  Undertakings.

     (a)   The  undersigned Registrant hereby undertakes  (1)  to
file,  during any period in which offers or sales are being made,
a  post-effective amendment to the Registration Statement (i)  to
include  any prospectus required by Section 10(a)(3) of the  1933
Act;  (ii)  to  reflect in the prospectus  any  facts  or  events
arising  after  the effective date of the Registration  Statement
(or  the  most  recent post-effective amendment  thereof)  which,
individually or in the aggregate, represent a fundamental  change
in the information set forth in the Registration Statement; (iii)
to  include any material information with respect to the plan  of
distribution   not  previously  disclosed  in  the   Registration
Statement  or  any  material change to such  information  in  the
Registration Statement; provided, however, that clauses (a)(1)(i)
and  (a)(1)(ii)  do not apply if the information required  to  be
included  in  a  post-effective amendment  by  those  clauses  is
contained in periodic reports filed by the Registrant pursuant to
Section  13  or  15(d) of the 1934 Act that are  incorporated  by
reference  in  the  Registration Statement;  (2)  that,  for  the
purpose  of  determining any liability under the 1933  Act,  each
such  post-effective  amendment shall  be  deemed  to  be  a  new
Registration   Statement  relating  to  the  securities   offered
therein,  and the offering of such securities at that time  shall
be  deemed to be the initial bona fide offering thereof; and  (3)
to   remove  from  registration  by  means  of  a  post-effective
amendment  any  of the securities being registered  which  remain
unsold at the termination of the offering.

     (b)   The undersigned Registrant hereby undertakes that, for
purposes  of determining any liability under the 1933  Act,  each
filing  of  the  Registrant's annual report pursuant  to  Section
13(a)  or  Section 15(d) of the 1934 Act (and, where  applicable,
each  filing of an employee benefit plan's annual report pursuant
to  Section  15(d)  of  the  1934 Act) that  is  incorporated  by
reference in the Registration Statement shall be deemed to  be  a
new  registration  statement relating to the  securities  offered
therein,  and the offering of such securities at that time  shall
be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
1933  Act  may  be  permitted to directors, officers  and  controlling
persons  of  the  Registrant pursuant to the foregoing provisions,  or
otherwise, the Registrant has been advised that in the opinion of  the
Commission such indemnification is against public policy as  expressed
in the 1933 Act and is, therefore, unenforceable.  In the event that a
claim  for  indemnification against such liabilities (other  than  the
payment  by the Registrant of expenses incurred or paid by a director,
officer  or  controlling person of the Registrant  in  the  successful
defense  of  any  action,  suit or proceeding)  is  asserted  by  such
director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the Registrant  will,  unless  in  the
opinion  of  its  counsel the matter has been settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the  question
whether  such  indemnification  by it  is  against  public  policy  as
expressed  in  the  1933  Act  and  will  be  governed  by  the  final
adjudication of such issue.

                           SIGNATURES

     The  Registrant.  Pursuant to the requirements of the  Securities
Act  of  1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-
8  and has duly caused this Registration Statement to be signed on its
behalf  by the undersigned, thereunto duly authorized, in the City  of
Indianapolis, State of Indiana, on December 28, 1999.

                                   IPALCO Enterprises, Inc.


                              By:  /s/ John R. Hodowal
                                   John R. Hodowal, Chairman of the Board
                                   and President


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


          Signatures                    Title                    Date

(i)  Principal Executive Officer:


     /s/ John R. Hodowal           Chairman of the Board
     John R. Hodowal               and President           December 28, 1999


(ii) Principal Financial Officer:


     /s/ John R. Brehm             Vice President
     John R. Brehm                 and Treasurer           December 28, 1999


(iii) Controller or Principal
      Accounting Officer:


     /s/ Stephen J. Plunkett
     Stephen J. Plunkett           Controller              December 28, 1999


(iv) A Majority of the Board
     of Directors:



     *Joseph D. Barnette, Jr.           Director
     *Robert A. Borns                   Director
     *Daniel R. Coats                   Director
     *Mitchell E. Daniels, Jr.          Director
     *Rexford C. Early                  Director
     *Otto N. Frenzel III               Director
     *Max L. Gibson                     Director
     *John  R.  Hodowal                 Director           December 28, 1999
     *Ramon L. Humke                    Director
     *Andre B. Lacy                     Director
     *L. Ben Lytle                      Director
     *Michael S. Maurer                 Director
     *Andrew J. Paine, Jr.              Director
     *Sallie W. Rowland                 Director
     *Thomas H. Sams                    Director





*By:  /s/ Bryan G. Tabler
      Bryan G. Tabler, Attorney-in-Fact

                         EXHIBIT INDEX



Exhibit No.                        Description

                 Documents which are identified with an asterisk (*) are
                 incorporated  herein  by  reference  and  made  a  part
                 hereof.

4.1*             IPALCO PowerInvest Dividend Reinvestment and Direct
                 Stock Purchase Plan (Exhibit 4.1 to the Form 10-Q
                 dated 9-30-96).

4.2*             IPALCO Enterprises, Inc. and First Chicago Trust Company
                 of New York (Rights Agent) - Rights Agreement as amended
                 and restated (Exhibit B to the Form 8-K dated 4-29-98).

4.3*             Specimen copy of the Common Stock certificate of the
                 Registrant (Exhibit 4(b) to the Registration Statement
                 on Form S-8 of the Registrant, filed October 14, 1992,
                 Registration No. 33-53260).

5                Opinion of Bryan G. Tabler as to the legality of the
                 securities being registered.

23.1             Consent of Deloitte & Touche LLP

23.2             Consent of Bryan G. Tabler (included in Exhibit 5)

24               Power of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16348}]
{"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": "S-8", "act": "33", "file-number": "333-93675", "film-number": "99781306"}, "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"}}
Registration No. 333-

                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                                FORM S-8
                         REGISTRATION STATEMENT
                    UNDER THE SECURITIES ACT OF 1933

                        IPALCO ENTERPRISES, INC.
         (Exact name of registrant as specified in its charter)

               Indiana                             35-1575582
 (State  or  other  jurisdiction                   (I.R.S. Employer
 of incorporation or organization)                 Identification No.)

         One Monument Circle
            P.O. Box 1595
   Indianapolis, Indiana                           46206-1595
(Address of principal executive offices)           (Zip Code)

                        IPALCO ENTERPRISES, INC.
                       1999 STOCK INCENTIVE PLAN
                        (Full title of the plan)

                             JOHN R. BREHM
                      Vice President and Treasurer
                        IPALCO Enterprises, Inc.
                          One Monument Circle
                             P.O. Box 1595
                    Indianapolis, Indiana 46206-1595
                (Name and address of agent for service)

                             (317) 261-8261
     (Telephone number, including area code, of agent for service)

                               Copies to:
                        Bryan G. Tabler, Esquire
                        IPALCO Enterprises, Inc.
                           One Monument Circle
                              P.O. Box 1595
                    Indianapolis, Indiana  46206-1595

                    CALCULATION OF REGISTRATION FEE
Title of           Amount        Proposed maximum   Proposed maximum     Amount of
securities         to be         offering price     aggregate            registration
to be              registered    per unit
offering price       fee
registered
Common Stock,      1,500,000     $16.625
$24,937,500.00
$6,583.50
without par        shares
value
Estimated solely for the purpose of calculating the registration fee
      and  based on average of the high and low sales prices per share  of
      Common  Stock  of  IPALCO  Enterprises, Inc.  on  December 23,  1999,
      pursuant to Rule 457(c).
Any  additional shares of Common Stock to be issued as a  result  of
     stock  dividends,  stock splits, or similar  transactions  shall  be
     covered by this Registration Statement as provided in Rule 416.
PART I

                      INFORMATION REQUIRED IN THE
                        SECTION 10(A) PROSPECTUS

         The  document(s) containing information specified by Part  I
    of  this  Form  S-8  Registration  Statement  (the  "Registration
    Statement") will be sent or given to participants in  the  IPALCO
    Enterprises, Inc. 1999 Stock Incentive Plan (the "1999  Incentive
    Plan")  as  specified  in  Rule  428(b)(1)  promulgated  by   the
    Securities and Exchange Commission (the "Commission")  under  the
    Securities  Act  of  1933, as amended  (the  "1933  Act").   Such
    document(s)   are  not  being  filed  with  the  Commission   but
    constitute  (along with the documents incorporated  by  reference
    into  the  Registration Statement pursuant to Item 3 of  Part  II
    hereof),  a  prospectus  that meets the requirements  of  Section
    10(a) of the 1933 Act.

                                 PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents are hereby incorporated by reference
into the Registration Statement:

     (1)  The  Annual Report of the Registrant on Form  10-K  for
          the year ended December 31, 1998.

     (2)  Quarterly  Reports of the Registrant on Form  10-Q  for
          the  quarters ended March 31, 1999, June 30,  1999  and
          September 30, 1999.

     (3)  Registrant's  definitive proxy statement,  dated  March
          15,   1999,  filed  pursuant  to  Section  14  of   the
          Securities  Exchange  Act of 1934,  as  amended  ("1934
          Act"),  in  connection with the annual meeting  of  its
          shareholders held April 21, 1999.

     (4)  The description of the Common Stock contained in Item 4
          of  the Registrant's Registration Statement on Form 8-B
          dated December 21, 1983.

     (5)  The  description of the Registrant's Rights to Purchase
          Common Stock contained in the Registrant's Registration
          Statement on Form 8-A filed with the Commission on June
          29, 1990, and as amended on April 29, 1998.

     (6)  The current report on Form 8-K dated February 23, 1999,
          filed by Registrant.

     All  documents subsequently filed by the Registrant with the
Commission  pursuant to Sections 13(a), 13(c), 14, and  15(d)  of
the  1934  Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or  which deregisters all securities then remaining unsold, shall
be  deemed to be incorporated by reference into this Registration
Statement and to be a part thereof from the date they are filed.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Certain  legal  matters in connection  with  the  securities
offered hereby will be passed upon for the Registrant by Bryan G.
Tabler,  Vice  President, Secretary and General  Counsel  of  the
Registrant.   Mr.  Tabler holds 0 shares of restricted  stock  or
options   issued under the Registrant's 1999 Incentive  Plan  and
owns 55,067 shares directly.

Item 6.  Indemnification of Directors and Officers.

     IND.  CODE Sections 23-1-37-1--23-1-37-15 permit an  Indiana
corporation to indemnify directors and officers against liability
incurred  in certain proceedings if the individual's conduct  was
in good faith and the individual reasonably believed, in the case
of  conduct  in  the  individual's official capacity,  that  such
conduct was in the best interests of the corporation and, in  all
other  cases, believed such conduct was at least not  opposed  to
the  best  interests of the corporation.  If  the  proceeding  is
criminal,  the  individual must have at least had  no  reasonable
cause  to  believe that such conduct was unlawful.   The  statute
requires  a corporation to indemnify an individual who is  wholly
successful  in  the  defense  of  any  such  proceeding   against
reasonable  expenses  incurred by  such  individual,  unless  the
Articles of Incorporation provide otherwise.  The corporation may
pay  for  or  reimburse  the reasonable expenses  incurred  by  a
director or officer who is a party to a proceeding in advance  of
final  disposition  of the proceeding if certain  conditions  are
satisfied.    Unless  otherwise  provided  in  the  Articles   of
Incorporation, a director or officer may apply for court  ordered
indemnification  which will include reasonable expenses  incurred
to  obtain the indemnification order if the court determines that
the director is entitled to mandatory indemnification or that the
director is fairly and reasonably entitled to indemnification  in
view  of  all the relevant circumstances.  Except in the case  of
mandatory indemnification, a corporation may indemnify a director
or  officer only after it is determined that the individual meets
the  standard  of  conduct  described  above.   In  addition,   a
corporation  may  also  indemnify  and  advance  expenses  to  an
officer,  whether  or not a director, to the  extent,  consistent
with  public  policy, that may be provided  by  its  Articles  of
Incorporation, by-laws, general or specific action of  its  board
of  directors or contract.  IND. CODE Section 23-1-37-14 empowers
an  Indiana  corporation to purchase and  maintain  insurance  on
behalf  of any director or officer against any liability asserted
against, or incurred by, such individual in any such capacity  or
arising  out  of his or her status as such, whether  or  not  the
corporation  would have had the power to indemnify  against  such
liability.   The  Articles  of Incorporation  of  the  Registrant
provide  for  indemnification to the full extent permitted  under
Indiana law.

     The  Registrant has purchased insurance providing up  to  an
aggregate  of  $35 Million in coverage designed  to  protect  and
indemnify  the Registrant and its officers and directors  against
losses arising from claims, including claims under the 1933  Act,
which  might be made against its directors and officers by reason
of   any   actual  or  alleged  error,  misstatement,  misleading
statement, act or omission, or neglect or breach of duty  by  the
directors or officers in the discharge of their duties.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The  exhibits furnished with the Registration Statement  are
listed  on  the  Exhibit Index which follows the signature  pages
herein.

Item 9.  Undertakings.

     (a)   The  undersigned Registrant hereby undertakes  (1)  to
file,  during any period in which offers or sales are being made,
a  post-effective amendment to the Registration Statement (i)  to
include  any prospectus required by Section 10(a)(3) of the  1933
Act;  (ii)  to  reflect in the prospectus  any  facts  or  events
arising  after  the effective date of the Registration  Statement
(or  the  most  recent post-effective amendment  thereof)  which,
individually or in the aggregate, represent a fundamental  change
in the information set forth in the Registration Statement; (iii)
to  include any material information with respect to the plan  of
distribution   not  previously  disclosed  in  the   Registration
Statement  or  any  material change to such  information  in  the
Registration Statement; provided, however, that clauses (a)(1)(i)
and  (a)(1)(ii)  do not apply if the information required  to  be
included  in  a  post-effective amendment  by  those  clauses  is
contained in periodic reports filed by the Registrant pursuant to
Section  13  or  15(d) of the 1934 Act that are  incorporated  by
reference  in  the  Registration Statement;  (2)  that,  for  the
purpose  of  determining any liability under the 1933  Act,  each
such  post-effective  amendment shall  be  deemed  to  be  a  new
Registration   Statement  relating  to  the  securities   offered
therein,  and the offering of such securities at that time  shall
be  deemed to be the initial bona fide offering thereof; and  (3)
to   remove  from  registration  by  means  of  a  post-effective
amendment  any  of the securities being registered  which  remain
unsold at the termination of the offering.

     (b)   The undersigned Registrant hereby undertakes that, for
purposes  of determining any liability under the 1933  Act,  each
filing  of  the  Registrant's annual report pursuant  to  Section
13(a)  or  Section 15(d) of the 1934 Act (and, where  applicable,
each  filing of an employee benefit plan's annual report pursuant
to  Section  15(d)  of  the  1934 Act) that  is  incorporated  by
reference in the Registration Statement shall be deemed to  be  a
new  registration  statement relating to the  securities  offered
therein,  and the offering of such securities at that time  shall
be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
1933  Act  may  be  permitted to directors, officers  and  controlling
persons  of  the  Registrant pursuant to the foregoing provisions,  or
otherwise, the Registrant has been advised that in the opinion of  the
Commission such indemnification is against public policy as  expressed
in the 1933 Act and is, therefore, unenforceable.  In the event that a
claim  for  indemnification against such liabilities (other  than  the
payment  by the Registrant of expenses incurred or paid by a director,
officer  or  controlling person of the Registrant  in  the  successful
defense  of  any  action,  suit or proceeding)  is  asserted  by  such
director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the Registrant  will,  unless  in  the
opinion  of  its  counsel the matter has been settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the  question
whether  such  indemnification  by it  is  against  public  policy  as
expressed  in  the  1933  Act  and  will  be  governed  by  the  final
adjudication of such issue.

                           SIGNATURES

     The  Registrant.  Pursuant to the requirements of the  Securities
Act  of  1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-
8  and has duly caused this Registration Statement to be signed on its
behalf  by the undersigned, thereunto duly authorized, in the City  of
Indianapolis, State of Indiana, on December 28, 1999.

                                   IPALCO Enterprises, Inc.

                              By:  /s/ John R. Hodowal
                                   John R. Hodowal, Chairman of the Board
                                   and President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

          Signatures                    Title                    Date

(i)  Principal Executive Officer:

     /s/ John R. Hodowal           Chairman of the Board
     John R. Hodowal               and President           December 28, 1999

(ii) Principal Financial Officer:

     /s/ John R. Brehm             Vice President
     John R. Brehm                 and Treasurer           December 28, 1999

(iii) Controller or Principal
      Accounting Officer:

     /s/ Stephen J. Plunkett
     Stephen J. Plunkett           Controller              December 28, 1999

(iv) A Majority of the Board
     of Directors:

     *Joseph D. Barnette, Jr.           Director
     *Robert A. Borns                   Director
     *Daniel R. Coats                   Director
     *Mitchell E. Daniels, Jr.          Director
     *Rexford C. Early                  Director
     *Otto N. Frenzel III               Director
     *Max L. Gibson                     Director
     *John  R.  Hodowal                 Director           December 28, 1999
     *Ramon L. Humke                    Director
     *Andre B. Lacy                     Director
     *L. Ben Lytle                      Director
     *Michael S. Maurer                 Director
     *Andrew J. Paine, Jr.              Director
     *Sallie W. Rowland                 Director
     *Thomas H. Sams                    Director

*By:  /s/ Bryan G. Tabler
      Bryan G. Tabler, Attorney-in-Fact

                         EXHIBIT INDEX

Exhibit No.                        Description

                 Documents which are identified with an asterisk (*) are
                 incorporated  herein  by  reference  and  made  a  part
                 hereof.

4.1*             IPALCO PowerInvest Dividend Reinvestment and Direct
                 Stock Purchase Plan (Exhibit 4.1 to the Form 10-Q
                 dated 9-30-96).

4.2*             IPALCO Enterprises, Inc. and First Chicago Trust Company
                 of New York (Rights Agent) - Rights Agreement as amended
                 and restated (Exhibit B to the Form 8-K dated 4-29-98).

4.3*             Specimen copy of the Common Stock certificate of the
                 Registrant (Exhibit 4(b) to the Registration Statement
                 on Form S-8 of the Registrant, filed October 14, 1992,
                 Registration No. 33-53260).

5                Opinion of Bryan G. Tabler as to the legality of the
                 securities being registered.

23.1             Consent of Deloitte & Touche LLP

23.2             Consent of Bryan G. Tabler (included in Exhibit 5)

24               Power of Attorney