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)


		INDIANAPOLIS POWER & LIGHT COMPANY EMPLOYEES' THRIFT 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:
	Marcus E. Woods, 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>
<CAPTION>
							 CALCULATION OF REGISTRATION FEE
<S>                 <C>            <C>                         <C>                          <C>                   
===============================================================================================================
Title of securities | Amount to be | Proposed maximum offering | Proposed maximum aggregate |    Amount of 
 to be registered   |  registered  |   price per share (1)     |     offering price (1)     | registration fee
- --------------------|--------------|---------------------------|----------------------------|------------------
   Common Stock,    |   800,000    |       $33.6875 (1)        |     $26,950,000 (1)        |      $9,293.10
  without par value | shares(2)(3) |                           |                            |                  
===============================================================================================================
</TABLE>

(1)     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 January 20, 1994, 
	pursuant to Rule 457(c).

(2)     In addition, pursuant to Rule 416(c) under the Securities Act of 
	1933, this registration statement also covers an indeterminate amount 
	of interests to be offered or sold pursuant to the employee benefit 
	plan described herein.

(3)     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.

===============================================================================

<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 Indianapolis Power & Light Company Employees' 
Thrift Plan (the "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, 1992.

	(2)     The Annual Report of the Plan on Form 11-K for the year ended 
		October 31, 1992.

	(3)     Quarterly Reports of the Registrant on Forms 10-Q for the 
		quarters ended March 31, 1993, June 30, 1993 and September 30, 
		1993.

	(4)     Registrant's definitive proxy statement, dated March 24, 1993, 
		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, 1993.

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

	(6)     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.
 
	(7)     The Current Reports on Form 8-K dated March 15, 1993, August 5, 
		1993, August 18, 1993, August 23, 1993 and October 29, 1993 
		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.

	Not applicable.
	    
Item 6.  Indemnification of Directors and Officers.

	IND. CODE Sections 23-1-37-1--23-1-37-15 permits 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.

<PAGE>

   Item 8.  Exhibits.

	The exhibits furnished with the Registration Statement are listed on 
page E-1.

	The Registrant undertakes that the Plan, and all amendments thereto, 
will be submitted to the Internal Revenue Service (the "IRS") in a timely 
manner and will make all changes required by the IRS in order to qualify the 
Plan.

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 

<PAGE>

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.










<PAGE>

				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 January 25, 1994.

												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
- --------------------------      and President            January 25, 1994
      (John R. Hodowal)       


(ii)    Principal Financial Officer:


/s/ John R. Brehm               Vice President 
- --------------------------      and Treasurer            January 25, 1994
      (John R. Brehm) 


(iii)   Controller or Principal
	Accounting Officer:


/s/ Stephen J. Plunkett                 
- ---------------------------     Controller               January 25, 1994
      (Stephen J. Plunkett)   


<PAGE>

(iv)    A Majority of the Board
	of Directors:



	*Joseph D. Barnette, Jr.                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
	*Ramon L. Humke                         Director       January 25, 1994
	*Sam H. Jones                           Director
	*Andre B. Lacy                          Director  
	*Thomas M. Miller                       Director
	*Sallie W. Rowland                      Director
	*Thomas H. Sams                         Director
	*Zane G. Todd                           Director








*By: /s/ Marcus E. Woods            
     -------------------------------------
     (Marcus E. Woods, Attorney-in-Fact)
							


<PAGE>

	The Plan.  Pursuant to the requirements of the Securities Act of 
1933, the Employees' Pension Committee, Administrator of Indianapolis Power 
& Light Company Employees' Thrift Plan 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 the 25th day 
of January, 1994.

												INDIANAPOLIS POWER & LIGHT COMPANY
											EMPLOYEES' THRIFT PLAN

												By the Employees' Pension Committee,
												Plan Administrator

											By a majority of the members:

												/s/ Max Califar
												-----------------------------------
												Max Califar

												/s/ Gerald D. Waltz
												-----------------------------------
												Gerald D. Waltz

											/s/ Maurice O. Edmonds
									-----------------------------------
											Maurice O. Edmonds

												/s/ Stephen J. Plunkett
											-----------------------------------
												Stephen J. Plunkett

												/s/ John D. Wilson
												-----------------------------------
												John D. Wilson


												-----------------------------------
					


											-----------------------------------
					



<PAGE>

							       EXHIBIT INDEX




Exhibit No.                             Description
- -----------           --------------------------------------------------------
4(a)                  Amended Articles of Incorporation and Articles of 
				      Amendment of the Registrant (Incorporated by reference 
				      from Form 10-K dated 12/31/90)

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

4(c)                  Rights Agreement (Incorporated by reference from Form 
				      8-A filed June 29, 1990)

5                     Opinion of Barnes & Thornburg as to the legality of the 
		      securities being registered (To be filed by post-
				      effective amendment, if required.  Initially, the Plan 
				      will purchase shares only on the open market.  If the 
			      Plan will begin to purchase original issue securities, 
				      Registrant will file an opinion of counsel by a post-
				      effective amendment to the Registration Statement.)

23                    Consent of Deloitte & Touche    

24                    Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FILING", "secsgml_size_bytes": 17897}]
{"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": "033-52039", "film-number": "94503132"}, "business-address": {"street1": "25 MONUMENT CIRCLE", "street2": "PO BOX 1595", "city": "INDIANAPOLIS", "state": "IN", "zip": "46206-1595", "phone": "3172618261"}}
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)

		INDIANAPOLIS POWER & LIGHT COMPANY EMPLOYEES' THRIFT 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:
	Marcus E. Woods, 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 be | Proposed maximum offering | Proposed maximum aggregate |    Amount of 
 to be registered   |  registered  |   price per share (1)     |     offering price (1)     | registration fee
- --------------------|--------------|---------------------------|----------------------------|------------------
   Common Stock,    |   800,000    |       $33.6875 (1)        |     $26,950,000 (1)        |      $9,293.10
  without par value | shares(2)(3) |                           |                            |                  
===============================================================================================================
(1)     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 January 20, 1994, 
	pursuant to Rule 457(c).

(2)     In addition, pursuant to Rule 416(c) under the Securities Act of 
	1933, this registration statement also covers an indeterminate amount 
	of interests to be offered or sold pursuant to the employee benefit 
	plan described herein.

(3)     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 Indianapolis Power & Light Company Employees' 
Thrift Plan (the "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, 1992.

	(2)     The Annual Report of the Plan on Form 11-K for the year ended 
		October 31, 1992.

	(3)     Quarterly Reports of the Registrant on Forms 10-Q for the 
		quarters ended March 31, 1993, June 30, 1993 and September 30, 
		1993.

	(4)     Registrant's definitive proxy statement, dated March 24, 1993, 
		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, 1993.

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

	(6)     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.
 
	(7)     The Current Reports on Form 8-K dated March 15, 1993, August 5, 
		1993, August 18, 1993, August 23, 1993 and October 29, 1993 
		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.

	Not applicable.
	    
Item 6.  Indemnification of Directors and Officers.

	IND. CODE Sections 23-1-37-1--23-1-37-15 permits 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 
page E-1.

	The Registrant undertakes that the Plan, and all amendments thereto, 
will be submitted to the Internal Revenue Service (the "IRS") in a timely 
manner and will make all changes required by the IRS in order to qualify the 
Plan.

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 January 25, 1994.

												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
- --------------------------      and President            January 25, 1994
      (John R. Hodowal)       

(ii)    Principal Financial Officer:

/s/ John R. Brehm               Vice President 
- --------------------------      and Treasurer            January 25, 1994
      (John R. Brehm) 

(iii)   Controller or Principal
	Accounting Officer:

/s/ Stephen J. Plunkett                 
- ---------------------------     Controller               January 25, 1994
      (Stephen J. Plunkett)
(iv)    A Majority of the Board
	of Directors:

	*Joseph D. Barnette, Jr.                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
	*Ramon L. Humke                         Director       January 25, 1994
	*Sam H. Jones                           Director
	*Andre B. Lacy                          Director  
	*Thomas M. Miller                       Director
	*Sallie W. Rowland                      Director
	*Thomas H. Sams                         Director
	*Zane G. Todd                           Director

*By: /s/ Marcus E. Woods            
     -------------------------------------
     (Marcus E. Woods, Attorney-in-Fact)
The Plan.  Pursuant to the requirements of the Securities Act of 
1933, the Employees' Pension Committee, Administrator of Indianapolis Power 
& Light Company Employees' Thrift Plan 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 the 25th day 
of January, 1994.

												INDIANAPOLIS POWER & LIGHT COMPANY
											EMPLOYEES' THRIFT PLAN

												By the Employees' Pension Committee,
												Plan Administrator

											By a majority of the members:

												/s/ Max Califar
												-----------------------------------
												Max Califar

												/s/ Gerald D. Waltz
												-----------------------------------
												Gerald D. Waltz

											/s/ Maurice O. Edmonds
									-----------------------------------
											Maurice O. Edmonds

												/s/ Stephen J. Plunkett
											-----------------------------------
												Stephen J. Plunkett

												/s/ John D. Wilson
												-----------------------------------
												John D. Wilson

												-----------------------------------
					

											-----------------------------------
EXHIBIT INDEX

Exhibit No.                             Description
- -----------           --------------------------------------------------------
4(a)                  Amended Articles of Incorporation and Articles of 
				      Amendment of the Registrant (Incorporated by reference 
				      from Form 10-K dated 12/31/90)

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

4(c)                  Rights Agreement (Incorporated by reference from Form 
				      8-A filed June 29, 1990)

5                     Opinion of Barnes & Thornburg as to the legality of the 
		      securities being registered (To be filed by post-
				      effective amendment, if required.  Initially, the Plan 
				      will purchase shares only on the open market.  If the 
			      Plan will begin to purchase original issue securities, 
				      Registrant will file an opinion of counsel by a post-
				      effective amendment to the Registration Statement.)

23                    Consent of Deloitte & Touche    

24                    Power of Attorney