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. 1997 STOCK OPTION 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 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            2,000,000               $30.875 <F1>                    $61,750,000<F1>                 $18,712.12
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 May 30, 1997, 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. 1997 Stock Option Plan 
(the "Stock Option 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, 1996.

     (2)  Quarterly Report of the Registrant on Form 10-Q for the quarter 
          ended March 31, 1997.

     (3)  Registrant's definitive proxy statement, dated April 15, 1997, 
          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 May 21, 1997.

     (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 February 25, 1997, 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 6,067 
shares of restricted stock issued under the Registrant's Incentive Plan and 
beneficially owns 8,860 shares held directly, 5,401 shares held by Trust and 
855 shares held in the Indianapolis Power & Light Company Employees' Thrift 
Plan.

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 May 27, 1997.

                                   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            May 27, 1997


(ii) Principal Financial Officer:


     /s/ John R. Brehm          Vice President 
     (John R. Brehm)               and Treasurer            May 27, 1997
<PAGE>
(iii)     Controller or Principal
     Accounting Officer:


     /s/ Stephen J. Plunkett                              
     (Stephen J. Plunkett)         Controller               May 27, 1997


(iv) A Majority of the Board
     of Directors:



     *Joseph D. Barnette, Jr.           Director  
     *Robert A. Borns                   Director                      
     *Mitchell E. Daniels, Jr.          Director  
     *Otto N. Frenzel III               Director
     *Max L. Gibson                     Director
     *Earl B. Herr, Jr.                 Director
     *John R. Hodowal                   Director            May 27, 1997
     *Ramon L. Humke                    Director            
     *Andre B. Lacy                     Director
     *Michael S. Maurer                 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 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 (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": 16050}]
{"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": "333-28543", "film-number": "97619571"}, "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. 1997 STOCK OPTION 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 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            2,000,000               $30.875
$61,750,000
$18,712.12
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 May 30, 1997, 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. 1997 Stock Option Plan 
(the "Stock Option 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, 1996.

     (2)  Quarterly Report of the Registrant on Form 10-Q for the quarter 
          ended March 31, 1997.

     (3)  Registrant's definitive proxy statement, dated April 15, 1997, 
          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 May 21, 1997.

     (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 February 25, 1997, 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 6,067 
shares of restricted stock issued under the Registrant's Incentive Plan and 
beneficially owns 8,860 shares held directly, 5,401 shares held by Trust and 
855 shares held in the Indianapolis Power & Light Company Employees' Thrift 
Plan.

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 May 27, 1997.

                                   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            May 27, 1997

(ii) Principal Financial Officer:

     /s/ John R. Brehm          Vice President 
     (John R. Brehm)               and Treasurer            May 27, 1997
(iii)     Controller or Principal
     Accounting Officer:

     /s/ Stephen J. Plunkett                              
     (Stephen J. Plunkett)         Controller               May 27, 1997

(iv) A Majority of the Board
     of Directors:

     *Joseph D. Barnette, Jr.           Director  
     *Robert A. Borns                   Director                      
     *Mitchell E. Daniels, Jr.          Director  
     *Otto N. Frenzel III               Director
     *Max L. Gibson                     Director
     *Earl B. Herr, Jr.                 Director
     *John R. Hodowal                   Director            May 27, 1997
     *Ramon L. Humke                    Director            
     *Andre B. Lacy                     Director
     *Michael S. Maurer                 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 (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