Registration No. 33-         

               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.)

           25 Monument Circle
            P.O. Box 1595
          Indianapolis, Indiana                  46206-1595
   (Address of principal executive offices)      (Zip Code)       
   
   
         IPALCO ENTERPRISES, INC. LONG-TERM PERFORMANCE
               AND RESTRICTED STOCK INCENTIVE PLAN
                    (Full title of the plan)

                          JOHN R. BREHM
                  Vice President and Treasurer
                    IPALCO Enterprises, Inc.
                       25 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             James A. Strain, Esquire
IPALCO Enterprises, Inc.             Barnes & Thornburg
25 Monument Circle                   11 South Meridian Street
P.O. Box 1595                        1313 Merchants Bank Building
Indianapolis, Indiana  46206-1595    Indianapolis, Indiana  46204
<TABLE>                                
                 CALCULATION OF REGISTRATION FEE

<CAPTION>

Title of securities    Amount to          Proposed maximum               Proposed maximum aggre-        Amount of regis-
to be registered       be registered      offering price per unit<F1>    gate offering price <F1>       tration fee
<S>                    <C>                <C>                            <C>                            <C>

Common Stock,           400,000           $32.00<F1>                     $12,800,000 <F1>                $4,413.79
without par value       shares <F2>

<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 July 5, 1995, 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>
<PAGE>


                                  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. Long-Term Performance and Restricted Stock
Incentive Plan (the "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.

<PAGE>
                                  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, 1994.

     (2)  Quarterly Report of the Registrant on Form 10-Q for the
          quarter ended March 31, 1995.

     (3)  Registrant's definitive proxy statement, dated March 6,
          1995, 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 19, 1995.

     (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.

     (6)  The Current Report on Form 8-K dated January 31, 1995,
          as amended, 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.
<PAGE>
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 4,045 shares of restricted stock
issued under the Registrant's Incentive Plan and owns 5,745
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.
<PAGE>
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 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 June 27, 1995.

                                   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        June 27, 1995


(ii) Principal Financial Officer:


     /s/ John R. Brehm      Vice President 
     (John R. Brehm)        and Treasurer           June 27, 1995<PAGE>

(iii) Controller or Principal
      Accounting Officer:


     /s/ Stephen J. Plunkett       
     (Stephen J. Plunkett)  Controller              June 27, 1995


(iv) A Majority of the Board
     of Directors:



     *Joseph D. Barnette, Jr.           Director  
     *Robert A. Borns                   Director                 
     *Mitchell E. Daniels, Jr.          Director  
     *Rexford C. Early                  Director
     *Otto N. Frenzel III               Director
     *Max L. Gibson                     Director
     *Edwin J. Goss                     Director
     *Earl B. Herr, Jr.                 Director
     *John R. Hodowal                   Director   June 27, 1995
     *Ramon L. Humke                    Director            
     *Sam H. Jones                      Director
     *Andre B. Lacy                     Director
     *L. Ben Lytle                      Director
     *Michael S. Maurer                 Director
     *Thomas M. Miller                  Director
     *Sallie W. Rowland                 Director
     *Thomas H. Sams                    Director








*By:    /s/ Bryan G. Tabler              
        (Bryan G. Tabler, Attorney-in-Fact)
                                   
<PAGE>
                               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 Enterprises, Inc. Automatic Dividend
          Reinvestment and Stock Purchase Plan (Exhibit 4.1 to
          the Form 10-K for the year ended 12-31-94).

4.2*      IPALCO Enterprises, Inc. and First Chicago
          Trust Company of New York (Rights Agent) -
          Rights Agreement (Exhibit 4.2 to the Form 10-K
          for the year ended 12-31-94).

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": 15904}]
{"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": "033-60915", "film-number": "95552701"}, "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. 33-         

               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.)

           25 Monument Circle
            P.O. Box 1595
          Indianapolis, Indiana                  46206-1595
   (Address of principal executive offices)      (Zip Code)       
   
   
         IPALCO ENTERPRISES, INC. LONG-TERM PERFORMANCE
               AND RESTRICTED STOCK INCENTIVE PLAN
                    (Full title of the plan)

                          JOHN R. BREHM
                  Vice President and Treasurer
                    IPALCO Enterprises, Inc.
                       25 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             James A. Strain, Esquire
IPALCO Enterprises, Inc.             Barnes & Thornburg
25 Monument Circle                   11 South Meridian Street
P.O. Box 1595                        1313 Merchants Bank Building
Indianapolis, Indiana  46206-1595    Indianapolis, Indiana  46204
                                
                 CALCULATION OF REGISTRATION FEE
Title of securities    Amount to          Proposed maximum               Proposed maximum aggre-        Amount of regis-
to be registered       be registered      offering price per unit
gate offering price
tration fee
Common Stock,           400,000           $32.00
$12,800,000
$4,413.79
without par value       shares
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 July 5, 1995, 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. Long-Term Performance and Restricted Stock
Incentive Plan (the "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, 1994.

     (2)  Quarterly Report of the Registrant on Form 10-Q for the
          quarter ended March 31, 1995.

     (3)  Registrant's definitive proxy statement, dated March 6,
          1995, 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 19, 1995.

     (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.

     (6)  The Current Report on Form 8-K dated January 31, 1995,
          as amended, 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 4,045 shares of restricted stock
issued under the Registrant's Incentive Plan and owns 5,745
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 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 June 27, 1995.

                                   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        June 27, 1995

(ii) Principal Financial Officer:

     /s/ John R. Brehm      Vice President 
     (John R. Brehm)        and Treasurer           June 27, 1995
(iii) Controller or Principal
      Accounting Officer:

     /s/ Stephen J. Plunkett       
     (Stephen J. Plunkett)  Controller              June 27, 1995

(iv) A Majority of the Board
     of Directors:

     *Joseph D. Barnette, Jr.           Director  
     *Robert A. Borns                   Director                 
     *Mitchell E. Daniels, Jr.          Director  
     *Rexford C. Early                  Director
     *Otto N. Frenzel III               Director
     *Max L. Gibson                     Director
     *Edwin J. Goss                     Director
     *Earl B. Herr, Jr.                 Director
     *John R. Hodowal                   Director   June 27, 1995
     *Ramon L. Humke                    Director            
     *Sam H. Jones                      Director
     *Andre B. Lacy                     Director
     *L. Ben Lytle                      Director
     *Michael S. Maurer                 Director
     *Thomas M. Miller                  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 Enterprises, Inc. Automatic Dividend
          Reinvestment and Stock Purchase Plan (Exhibit 4.1 to
          the Form 10-K for the year ended 12-31-94).

4.2*      IPALCO Enterprises, Inc. and First Chicago
          Trust Company of New York (Rights Agent) -
          Rights Agreement (Exhibit 4.2 to the Form 10-K
          for the year ended 12-31-94).

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