FORM 10-Q


                       SECURlTlES AND EXCHANGE COMMlSSlON
                             WASHINGTON, D. C. 20549


             Quarterly Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


         For the quarterly period ended
                  March 31, 2000                 Commission File Number  1-8644



                            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
                  Indianapolis, Indiana                               46204
         (Address of principal executive offices)                   (Zip Code)


         Registrant's telephone number, including area code:  317-261-8261



     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such  reports),  and (2) has been subject to the
filing requirements for at least the past 90 days. Yes X    No
                                                       ---    ---

    Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.


                  Class                     Outstanding At March 31, 2000
                  -----                     -----------------------------
       Common (Without Par Value)                 85,706,469 Shares



<PAGE>

                    IPALCO ENTERPRISES, INC. AND SUBSIDIARIES
                    -----------------------------------------
                                      INDEX
                                      -----


                                                                     Page No.
                                                                     --------
PART I.   FINANCIAL INFORMATION
-------   ---------------------
         Statements of Consolidated Income -
          Three Months Ended March 31, 2000 and 1999                       2

         Consolidated Balance Sheets - March 31, 2000 and
            December 31, 1999                                              3

         Statements of Consolidated Cash Flows -
            Three Months Ended March 31, 2000 and 1999                     4

         Notes to Consolidated Financial Statements                      5-8

         Management's Discussion and Analysis of
            Financial Condition and Results of Operations               9-13

PART II.  OTHER INFORMATION                                            14-15
--------  -----------------



<PAGE>



                                      PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>

                                 IPALCO ENTERPRISES, INC. and SUBSIDIARIES
                                     Statements of Consolidated Income
                                  (In Thousands Except Per Share Amounts)
                                                (Unaudited)
<CAPTION>

                                                                         Three Months Ended
                                                                              March 31
                                                                       2000              1999
                                                                   -------------     -------------
UTILITY OPERATING REVENUES:
<S>                                                                <C>               <C>
  Electric                                                         $    200,528      $    189,612
  Steam                                                                  10,561            11,219
                                                                   -------------     -------------
    Total operating revenues                                            211,089           200,831
                                                                   -------------     -------------

UTILITY OPERATING EXPENSES:
  Operation:
    Fuel                                                                 47,577            45,914
    Other                                                                35,839            30,758
  Power purchased                                                           502               661
  Purchased steam                                                         1,674             1,695
  Maintenance                                                            17,262            22,980
  Depreciation and amortization                                          27,555            26,579
  Taxes other than income taxes                                           9,300             8,936
  Income taxes - net                                                     23,210            20,057
                                                                   -------------     -------------
    Total operating expenses                                            162,919           157,580
                                                                   -------------     -------------
UTILITY OPERATING INCOME                                                 48,170            43,251
                                                                   -------------     -------------

OTHER INCOME AND (DEDUCTIONS):
  Allowance for equity funds used during construction                       681               351
  Other - net                                                            98,186              (128)
  Income taxes - net                                                    (39,216)            2,056
                                                                   -------------     -------------
    Total other income - net                                             59,651             2,279
                                                                   -------------     -------------
INCOME BEFORE INTEREST AND OTHER CHARGES                                107,821            45,530
                                                                   -------------     -------------

INTEREST AND OTHER CHARGES:
  Interest                                                               15,024            15,351
  Allowance for borrowed funds used during construction                    (333)             (221)
  Preferred stock transactions                                              803               803
                                                                   -------------     -------------
    Total interest and other charges - net                               15,494            15,933
                                                                   -------------     -------------

NET INCOME                                                         $     92,327      $     29,597
                                                                   =============     =============


BASIC EARNINGS PER SHARE                                           $       1.08      $       0.34
                                                                   =============     =============

DILUTED EARNINGS PER SHARE                                         $       1.07      $       0.34
                                                                   =============     =============


See notes to consolidated financial statements.
</TABLE>


<PAGE>

<TABLE>

                               IPALCO ENTERPRISES, INC. and SUBSIDIARIES
                                      Consolidated Balance Sheets
                                             (In Thousands)
                                              (Unaudited)
<CAPTION>
                                                                          March 31          December 31
                             ASSETS                                         2000                1999
                             ------
                                                                        --------------      -------------
UTILITY PLANT:
<S>                                                                     <C>                 <C>
  Utility plant in service                                              $   2,928,666       $  2,922,338
  Less accumulated depreciation                                             1,322,562          1,299,122
                                                                        --------------      -------------
      Utility plant in service - net                                        1,606,104          1,623,216
  Construction work in progress                                               127,702            116,478
  Property held for future use                                                 10,718             10,718
                                                                        --------------      -------------
      Utility plant - net                                                   1,744,524          1,750,412
                                                                        --------------      -------------
OTHER ASSETS:
  Nonutility property - at cost, less accumulated depreciation                 68,348             69,056
  Available-for-sale securities                                                 2,764            175,202
  Other investments                                                            15,497             13,970
                                                                        --------------      -------------
      Other assets - net                                                       86,609            258,228
                                                                        --------------      -------------
CURRENT ASSETS:
  Cash and cash equivalents                                                    44,408             23,935
  Accounts receivable and unbilled revenue
   (less allowance for doubtful accounts
   2000, $1,761 and 1999, $1,360)                                              43,355             51,357
  Fuel - at average cost                                                       44,440             52,016
  Materials and supplies - at average cost                                     49,367             48,694
  Tax refund receivable                                                             -                770
  Prepayments and other current assets                                          7,149              9,465
                                                                        --------------      -------------
      Total current assets                                                    188,719            186,237
                                                                        --------------      -------------
DEFERRED DEBITS:
  Regulatory assets                                                           105,011            107,948
  Miscellaneous                                                                10,920             13,012
                                                                        --------------      -------------
      Total deferred debits                                                   115,931            120,960
                                                                        --------------      -------------
              TOTAL                                                     $   2,135,783       $  2,315,837
                                                                        ==============      =============

                 CAPITALIZATION AND LIABILITIES
                 ------------------------------
CAPITALIZATION:
  Common shareholders' equity:
    Common stock                                                        $     438,574       $    439,066
    Unearned compensation - restricted stock awards                            (2,384)            (1,979)
    Premium on 4% cumulative preferred stock                                      649                649
    Retained earnings                                                         768,855            690,455
    Accumulated other comprehensive income                                      1,673            106,733
    Treasury stock, at cost                                                  (556,755)          (557,178)
                                                                        --------------      -------------
      Total common shareholders' equity                                       650,612            677,746
  Cumulative preferred stock of subsidiary                                     59,135             59,135
  Long-term debt (less current maturities and
   sinking fund requirements)                                                 789,865            870,050
                                                                        --------------      -------------
      Total capitalization                                                  1,499,612          1,606,931
                                                                        --------------      -------------
CURRENT LIABILITIES:
  Notes payable - banks and commercial paper                                    8,557             57,578
  Current maturities and sinking fund requirements                             30,882             52,477
  Accounts payable and accrued expenses                                        51,881             56,798
  Dividends payable                                                            14,924             13,859
  Taxes accrued                                                               100,148             22,237
  Interest accrued                                                             10,323             13,767
  Other current liabilities                                                    12,105             13,356
                                                                        --------------      -------------
      Total current liabilities                                               228,820            230,072
                                                                        --------------      -------------
DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES:
  Accumulated deferred income taxes - net                                     333,080            400,588
  Unamortized investment tax credit                                            38,534             39,226
  Accrued postretirement benefits                                               2,680              4,338
  Accrued pension benefits                                                     27,825             29,018
  Miscellaneous                                                                 5,232              5,664
                                                                        --------------      -------------
      Total deferred credits and other long-term liabilities                  407,351            478,834
                                                                        --------------      -------------

COMMITMENTS AND CONTINGENCIES
              TOTAL                                                     $   2,135,783       $  2,315,837
                                                                        ==============      =============
See notes to consolidated financial statements.

</TABLE>

<PAGE>

<TABLE>
                                IPALCO ENTERPRISES, INC. and SUBSIDIARIES
                                  Statements of Consolidated Cash Flows
                                             (In Thousands)
                                               (Unaudited)

<CAPTION>
                                                                                Three Months Ended
                                                                                     March 31
                                                                              2000               1999
                                                                         --------------     --------------
CASH FLOWS FROM OPERATIONS:
<S>                                                                      <C>                <C>
  Net income                                                             $      92,327      $      29,597
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization                                               28,329             27,189
    Amortization of regulatory assets                                            3,875              3,430
    Gain from sale of available for sale securities                           (111,948)                 -
    Deferred income taxes and investment tax credit adjustments - net           (2,785)             1,070
    Allowance for funds used during construction                                (1,014)              (572)
  Change in certain assets and liabilities:
    Accounts receivable                                                          8,002              1,031
    Fuel, materials and supplies                                                 6,903              1,457
    Accounts payable and accrued expenses                                       (4,917)            (7,383)
    Taxes accrued                                                               77,911             25,892
    Accrued pension benefits                                                    (1,193)              (686)
    Other - net                                                                 (3,608)            (4,270)
                                                                         --------------     --------------
Net cash provided by operating activities                                       91,882             76,755
                                                                         --------------     --------------

CASH FLOWS FROM INVESTING:
  Construction expenditures - utility                                          (20,180)           (15,319)
  Construction expenditures - nonutility                                           (66)               (32)
  Proceeds from sale of available for sale securities                          113,113                  -
  Other                                                                           (127)            (2,506)
                                                                         --------------     --------------
Net cash used in investing activities                                           92,740            (17,857)
                                                                         --------------     --------------

CASH FLOWS FROM FINANCING:
  Issuance of long-term debt                                                     7,600             90,600
  Retirement of long-term debt                                                (109,395)           (39,000)
  Short-term debt - net                                                        (49,021)           (13,516)
  Common dividends paid                                                        (12,859)           (12,346)
  Issuance of common stock related to incentive compensation plans                  89              8,531
  Reacquired common stock                                                          423            (88,482)
  Other                                                                           (986)            (1,449)
                                                                         --------------     --------------
Net cash used in financing activities                                         (164,149)           (55,662)
                                                                         --------------     --------------
Net increase in cash and cash equivalents                                       20,473              3,236
Cash and cash equivalents at beginning of period                                23,935              9,075
                                                                         --------------     --------------
Cash and cash equivalents at end of period                               $      44,408      $      12,311
                                                                         ==============     ==============

----------------------------------------------------------------------------------------------------------
Supplemental  disclosures of cash flow information:
Cash paid (received) during the period for:
    Interest (net of amount capitalized)                                 $      17,657      $      18,435
                                                                         ==============     ==============
    Income taxes                                                         $      (4,328)     $      (4,896)
                                                                         ==============     ==============
See notes to consolidated financial statements.
</TABLE>

<PAGE>

                    IPALCO ENTERPRISES, INC. AND SUBSIDIARIES
                    -----------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


1.      GENERAL

        IPALCO  Enterprises,  Inc.  (IPALCO) owns all of the outstanding  common
        stock of its subsidiaries (collectively referred to as Enterprises). The
        consolidated  financial  statements  include the accounts of IPALCO, its
        utility  subsidiary,  Indianapolis  Power & Light  Company (IPL) and its
        unregulated    subsidiary,    Mid-America   Capital   Resources,    Inc.
        (Mid-America).   Mid-America   is  the  parent   company  of  nonutility
        energy-related businesses.

        The  preparation  of financial  statements in conformity  with generally
        accepted  accounting  principles  requires that  management make certain
        estimates and assumptions that affect the reported amounts of assets and
        liabilities  and disclosure of contingent  assets and liabilities at the
        date of the financial  statements.  The reported amounts of revenues and
        expenses  during  the  reporting  period  may  also be  affected  by the
        estimates and assumptions management is required to make. Actual results
        may differ from those estimates.

        In the opinion of management these  statements  reflect all adjustments,
        consisting of only normal recurring accruals,  including  elimination of
        all  significant  intercompany  balances  and  transactions,  which  are
        necessary  to present a fair  statement  of the  results for the interim
        periods  covered by such  statements.  Due to the seasonal nature of the
        electric utility  business,  the annual results are not generated evenly
        by quarter  during the year.  Certain  amounts from prior year financial
        statements  have  been  reclassified  to  conform  to the  current  year
        presentation.  These  financial  statements  and notes should be read in
        conjunction with the audited consolidated  financial statements included
        in Enterprises' 1999 Annual Report on Form 10-K.


2.      CAPITAL STOCK

           Common Stock
                                                    Shares          Amount
                                                    ------          ------

       Balance at December 31, 1999               85,727,614      $439,066,102
           Exercise of stock options                   6,000            88,880
           Restricted stock issues / adjustments      25,433           604,838
           Restricted stock repurchased              (52,578)       (1,185,646)
                                                    --------       -----------

       Balance at March 31, 2000                  85,706,469      $438,574,174
                                                  ==========      ============


       The following is a  reconciliation  of the weighted average common shares
       for the basic and diluted earnings per share computations:

                                              For the Quarter Ended March 31,
                                              -------------------------------
                                                2000               1999
                                                ----               ----
                                                     (In thousands)

       Weighted average common shares            85,702           87,218
       Dilutive effect of stock options             558              897
                                               --------         --------
       Weighted average common
          and incremental shares                 86,260           88,115
                                               ========         ========


3.      STOCK-BASED COMPENSATION
<TABLE>

       A summary of options  issued  under  IPALCO's  stock  option  plans is as
       follows:
<CAPTION>

                                              Weighted Average          Range of Option          Number of
                                               Price per Share          Price per Share           Shares
----------------------------------------------------------------------------------------------------------
<S>                                                 <C>            <C>      <C>                 <C>
Outstanding, December 31, 1999................      $15.17         $8.416 - $23.38              2,349,980
   Issued.....................................       16.41                   16.41              1,955,000
   Exercised..................................       12.67                   12.67                 (6,000)
                                                                                                ---------
Outstanding, March 31, 2000...................       15.74          8.416 -  23.38              4,298,980
                                                                                                =========
</TABLE>

        Accounting  Principles Board (APB) Opinion No. 25, "Accounting for Stock
        Issued to Employees," and related  interpretations in accounting for the
        stock based plan have been applied by IPALCO.  No compensation  cost has
        been  recognized for the stock option plans because the option price was
        equal to fair value at the grant dates.  Had  compensation  cost for the
        plans been  determined  based on the fair  value at the grant  dates for
        awards  under  the plans  consistent  with the  method of SFAS No.  123,
        "Accounting for Stock-Based  Compensation,"  Enterprises' net income for
        the three months ended March 31, 2000,  would have  decreased from $92.3
        million  ($1.07  per  share)  to the pro forma  amount of $88.5  million
        ($1.03 per share).  Enterprises'  net income and  earnings per share for
        the similar period in 1999 would not have changed. Enterprises estimated
        the SFAS No. 123 fair value by utilizing  the binomial  options  pricing
        model with the following  assumptions:  dividend yields of 2.5% to 4.0%,
        risk-free  rates of 5.2% to 6.7%,  volatility of 13% to 19% and expected
        lives of 5 years.

        IPALCO has a Long-Term  Performance and Restricted Stock Incentive Plan.
        On  January 3 and  January  21,  2000,  an  additional  2,933 and 22,500
        shares,  respectively,  were  issued  to  reflect  the  addition  of new
        participants.  On January 3, 2000, 2,066 shares of restricted stock were
        redeemed as a result of a reduction  in  participants.  During the first
        quarter of 2000,  50,512  shares of  restricted  stock were  redeemed in
        order to pay  taxes  on  behalf  of  participants  or as a  result  of a
        participant electing to receive cash in lieu of stock.


4.     SEGMENT REPORTING

        Operating  segments are  components of an enterprise  for which separate
        financial  information  is available  and is evaluated  regularly by the
        chief operating decision maker in deciding how to allocate resources and
        in assessing performance.  Enterprises' reportable business segments are
        electric and "all other." Steam  operations of IPL and all  subsidiaries
        other than IPL are combined in the "all other" category.  The accounting
        policies of the identified  segments are consistent  with those policies
        and  procedures  described  in the  summary  of  significant  accounting
        policies (see Note 1).  Intersegment sales are generally based on prices
        that reflect the current market conditions. The following tables provide
        information about Enterprises' business segments:

<TABLE>
<CAPTION>

                                      March 2000                       March 1999
                                      ----------                       ----------
                                Electric  All Other  Total      Electric  All Other  Total
                                --------  ---------  -----      --------  ---------  -----
                                                     (In Millions)

<S>                                <C>     <C>       <C>          <C>      <C>       <C>
       Operating Revenues          $201    $ 19      $220         $190     $ 20      $210
       Depreciation and
              Amortization           26       2        28           25        2        27
       Pre-tax Operating Income      69       1        70           61        2        63
       Income Taxes                  22      40        62           19       (1)       18
       Capital Expenditures          21       -        21           15        1        16
</TABLE>

        Property - net of  Depreciation  is $1.813 billion and $1.819 billion in
        total  for  the  periods   ending  March,   2000  and  December,   1999,
        respectively.  Within  Property  - net  of  Depreciation,  the  Electric
        segment  is  $1.669  billion  and  $1.674  billion  for 2000  and  1999,
        respectively. The All Other segment is $144 million and $145 million for
        2000  and  1999,  respectively.   Included  within  Property  -  net  of
        Depreciation for the All Other segment is IPL steam plant of $76 million
        for each of the periods ending March, 2000 and December, 1999.

        Included within  Depreciation and Amortization for the All Other segment
        is IPL steam  depreciation  of $1 million for each of the years 2000 and
        1999. Included within Pre-tax Operating Income for the All Other segment
        is IPL steam pre-tax  operating  income of $2.0 million and $2.5 million
        for 2000 and 1999,  respectively.  Included  within Income Taxes for the
        All Other  segment  is IPL steam  income  taxes of $.6  million  and $.8
        million for 2000 and 1999, respectively.


5.      INVESTMENTS

       During 1998 and 1999,  Enterprises,  through its subsidiary  Mid-America,
       invested $1.2 million in Internet Capital Group, Inc.  (Nasdaq:ICGE),  an
       internet holding  company,  which went public in August 1999. At December
       31, 1999,  Mid-America  held 1,030,600  shares of ICGE.  During  February
       2000,  Mid-America  sold 1 million shares of ICGE resulting in a realized
       gain  of  $111.95  million.  The  realized  gain  is  offset  by  related
       compensation  of  $9.0  million  and is  included  in  Other  Income  and
       Deductions.  The after-tax proceeds from this sale were applied primarily
       to the reduction of IPALCO's  outstanding  unsecured  debt. The remaining
       unrealized gain is classified as other  comprehensive  income, a separate
       component of  shareholders'  equity.  The balance in other  comprehensive
       income, net of taxes, at March 31, 2000 was $1.7 million.


6.      NEW ACCOUNTING STANDARD

        Statement  of  Financial   Accounting  Standards  No.  133  (SFAS  133),
        "Accounting  for Derivative  Instruments  and Hedging  Activities,"  was
        issued in June 1998 and was to be effective  for all fiscal  quarters of
        all fiscal years  beginning  after June 15, 1999. The effective date for
        this  standard  was  delayed one year by SFAS 137.  The  standard is now
        effective for all fiscal  quarters of all fiscal years  beginning  after
        June 15, 2000. SFAS 133 establishes  accounting and reporting  standards
        for derivative instruments and for hedging activities.  It requires that
        an entity  recognize all  derivatives as either assets or liabilities in
        the statement of financial  condition and measures those  instruments at
        fair  value.  If  certain  conditions  are  met,  a  derivative  may  be
        specifically  designated as a fair value hedge, a cash flow hedge,  or a
        hedge of a foreign currency exposure.  The accounting for changes in the
        fair value of a derivative  (that is,  gains and losses)  depends on the
        intended use of the derivative and the resulting designation. Management
        has  not  yet   quantified  the  effect  of  the  new  standard  on  the
        consolidated financial statements.


7.      SALE OF STEAM, MID-AMERICA ENERGY RESOURCES AND INDIANAPOLIS CAMPUS
        ENERGY

        During March, 2000,  Enterprises  announced an agreement for the sale of
        certain assets (the "Assets") to Citizens Gas & Coke Utility. The Assets
        include the Perry K Steam Plant and downtown steam  distribution  system
        (Steam)  operated by IPL;  the central city  chilled  water  cooling and
        distribution system owned by Mid-America Energy Resources,  Inc. (MAER),
        and the  chilled  water  cooling  system  owned by  Indianapolis  Campus
        Energy,  Inc. (ICE) that provides  services to Eli Lilly & Company.  The
        anticipated selling price of the Assets is $161.7 million. Taxes payable
        on the  transaction  are  estimated to be $23.0  million.  The amount of
        selling  price  applicable  to  the  separate   entities  has  not  been
        determined.   The  1999  EBITDA  (earnings   before   interest,   taxes,
        depreciation and  amortization)  and net income of the combined entities
        (Steam,  MAER,  ICE) was $18.7 million and $3.0  million,  respectively.
        Approximately  $90  million of the net  proceeds  will be used to retire
        debt  specifically  assignable  to the  Assets.  The sale is  subject to
        certain government  approvals and the satisfaction of certain conditions
        precedent in the agreement and is expected to be completed during 2000.


<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

       Enterprises  hereby files  cautionary  statements  identifying  important
factors that could cause  Enterprises'  actual results to differ materially from
those projected in  forward-looking  statements of Enterprises.  This Form 10-Q,
and particularly Management's Discussion and Analysis,  contains forward-looking
statements.  Forward-looking  statements  express an  expectation  or belief and
contain a  projection,  plan or  assumption  with regard to, among other things,
future  revenues,   income,  earnings  per  share  or  capital  structure.  Such
statements  of  future  events  or  performance  are not  guarantees  of  future
performance  and involve  estimates,  assumptions and  uncertainties.  The words
"anticipate,"    "believe,"   "estimate,"   "expect,"   "forecast,"   "project,"
"objective,"  and similar  expressions are intended to identify  forward-looking
statements.

       Some important  factors that could cause  Enterprises'  actual results or
outcomes  to differ  materially  from  those  discussed  in the  forward-looking
statements include,  but are not limited to, fluctuations in customer growth and
demand, weather, fuel costs, generating unit availability, purchased power costs
and availability,  regulatory action,  environmental matters,  federal and state
legislation, interest rates, labor strikes, maintenance and capital expenditures
and local economic conditions.  In addition,  IPL's ability to have available an
appropriate  amount of production  capacity in a timely manner can significantly
affect IPL's financial performance.  The timing of deregulation and competition,
product development and technology changes are also important potential factors.
Most of these factors affect  Enterprises  through its wholly owned  subsidiary,
IPL.

       All such factors are difficult to predict, contain uncertainties that may
materially affect actual results and are beyond the control of Enterprises.


LIQUIDITY AND CAPITAL RESOURCES

         Material changes in the consolidated financial condition and results of
operations of Enterprises,  except where noted, are attributed to the operations
of IPL. Consequently, the following discussion is centered on IPL.


Overview
--------

     The Board of Directors  of  Enterprises  on February  29, 2000,  declared a
quarterly  dividend on common  stock of 16.25 cents per share  compared to 15.00
cents per share  declared in the first  quarter of 1999.  The  dividend was paid
April 15, 2000, to shareholders of record March 17, 2000.

         IPL's  capital  requirements  are  primarily  related  to  construction
expenditures  needed to meet customers'  needs for  electricity  and steam,  for
environmental compliance and for the implementation of an integrated information
system.  Enterprises'  construction  expenditures (excluding allowance for funds
used during  construction)  totaled $20.2 million during the quarter ended March
31, 2000,  representing a $4.8 million  increase from the  comparable  period in
1999. Internally generated cash provided by operations was used for construction
expenditures during the first quarter of 2000.

     IPL's construction program for the three-year period 2000-2002 is estimated
to cost $294.0  million  including  AFUDC.  The estimated cost of the program by
year (in  millions)  is  $106.5 in 2000,  $103.9  in 2001 and $83.6 in 2002.  It
includes   $152.2  million  for  additions,   improvements   and  extensions  to
transmission  and  distribution  lines,  substations,  power  factor and voltage
regulating equipment,  distribution transformers and street lighting facilities.
The  construction  program also includes $4.3 million of the remaining costs for
construction of a 100-megawatt  combustion  turbine expected to be in service by
June 2000.  These  projected  amounts also include $20.7 million of costs during
the period  associated with new environmental  standards  promulgated by the EPA
which are currently under appeal in the United States Court of Appeals (see "NOx
SIP Call" below).

         IPALCO's Revolving Credit Facility  (Revolver) was issued in April 1997
in the amount of $401  million.  The proceeds  were used to purchase,  through a
self-tender offer,  shares of IPALCO's  outstanding  common stock.  During 1998,
IPALCO  repaid the  Revolver  with a  commercial  paper  facility.  The Revolver
currently has no  outstanding  balance but is available  for future  borrowings.
According to the credit  agreement,  IPALCO  could  borrow up to $160.4  million
until March 31, 2001. The final step down provides for the available  borrowings
to decrease to $80.2 million on March 31, 2001, and remain available until March
31, 2002.  The balance of the  commercial  paper facility was $109.4 million and
$211.2 million on March 31, 2000 and December 31, 1999, respectively.


OTHER

Market Risk Sensitive Instruments and Positions
-----------------------------------------------

         The  primary  market risk to which  Enterprises  is exposed is interest
rate risk. Enterprises uses long-term debt as a primary source of capital in its
business.  A portion of this debt has an  interest  component  that  resets on a
periodic  basis to  reflect  current  market  conditions.  The  following  table
presents the principal cash  repayments and related  weighted  average  interest
rates by maturity date for Enterprises'  long-term fixed-rate debt and its other
types of long-term debt at March 31, 2000:
<TABLE>
<CAPTION>

                                            Maturity Schedule
                                           Period Ending March 31
                                                                                                       Fair
(Dollars in Millions)               2001    2002     2003     2004     2005  Thereafter   Total        Value
---------------------------------------------------------------------------------------------------------------
Long-term debt
<S>                                 <C>     <C>      <C>      <C>      <C>      <C>        <C>         <C>
Fixed rate                          $3.3    $3.4     $3.8     $84.1    $4.4     $419.2     $518.2      $510.3
  Average rate                      7.9%    7.9%     7.9%     6.1%     7.9%     7.0%       6.9%
Variable                            -       -        -        -        -        $192.3     $192.3      $192.3
  Average rate                      -       -        -        -        -        3.9%       3.9%
Recapitalization debt               $29.2   $80.2    -        -        -        -          $109.4      $109.4
  Average rate                      6.7%    6.7%     -        -        -        -          6.7%
</TABLE>

       To manage Enterprises'  exposure to fluctuations in interest rates and to
lower  funding  costs,  Enterprises  constantly  evaluates  the use of,  and has
entered  into,  interest  rate swaps.  Under  these  swaps,  Enterprises  or its
subsidiaries agree with counterparties to exchange, at specified intervals,  the
difference between  fixed-rate and floating-rate  interest amounts calculated on
an agreed  notional  amount.  This  interest  differential  paid or  received is
recognized in the  consolidated  statements of income as a component of interest
expense.

       At March 31, 2000, IPALCO had an interest rate swap agreement outstanding
with a notional amount of $125 million,  of which the notional amount  decreases
$25 million each quarter.  Enterprises has agreed to pay a fixed rate of 6.3575%
and  receive a  floating  rate  based on  applicable  LIBOR.  The fair  value of
IPALCO's swap agreement was $0.1 million at March 31, 2000.

       At March  31,  2000,  IPL had an  interest  rate  swap  agreement  with a
notional amount of $40 million, which expires in January 2023. IPL agrees to pay
interest at a fixed rate of 5.21% to a swap counter party and receive a variable
rate based on the tax-exempt weekly rate. The fair value of IPL's swap agreement
was $(0.8) million at March 31, 2000.

National Ambient Air Quality Standards
--------------------------------------

       On July 16, 1997, the United States Environmental Protection Agency (EPA)
promulgated  final rules tightening the National  Ambient Air Quality  Standards
for ozone and creating new fine  particulate  matter  standards.  On October 29,
1999,  after conducting a rehearing of its initial decision of May 14, 1999, the
United States Court of Appeals for the District of Columbia  Circuit  determined
that  the new  ozone  standards  were not  issued  lawfully,  but left  open the
question of future remedy. The Court also determined that the standards for fine
particulate  matter  were  legally  deficient  in  certain  respects.   EPA  has
petitioned the Supreme Court to review the Court of Appeals' decision.

NOx SIP Call
------------

     On October 27, 1998,  EPA issued a final rule  calling for  Indiana,  along
with 22 other jurisdictions in the eastern third of the United States, to impose
more  stringent  limits on nitrogen  oxides (NOx) from  fossil-fuel  fired steam
electric generators, such as those operated by IPL. This rule (the NOx SIP Call)
was based in part on the new ozone  standards  that were later held  unlawful in
the Court of Appeals'  decision  discussed above. In a separate  decision on May
25, 1999, the Court of Appeals  stayed the  compliance  deadlines in the NOx SIP
Call. On March 3, 2000, the Court of Appeals issued a decision largely upholding
the NOx SIP  Call.  Litigants  challenging  the NOx  SIP  Call,  including  IPL,
currently seek rehearing in the Court of Appeals.

     Because  power plants emit  nitrogen  oxides,  as well as fine  particulate
matter,  existing IPL sources may be required to be retrofitted  with additional
air pollution controls in the future,  either as a result of the EPA regulations
discussed above or future regulatory actions.

     EPA's NOx SIP Call would require  operators of coal-fired  electric utility
boilers in the affected states to limit NOx emissions to 0.15 pounds per million
BTUs of heat input as a system-wide average. That limit calls for a reduction of
about 85% from 1990 average emissions from coal-fired  electric utility boilers,
and a reduction of about 57% from IPL's current emissions.

     It is not possible to predict  whether  EPA's NOx SIP Call will  ultimately
survive judicial review.  Nor is it possible at this time to predict  accurately
the costs of compliance. Enterprises' preliminary estimates are that the NOx SIP
Call would necessitate capital expenditures of about $160 million.

     As to timing,  if the  requirements  of the NOx SIP Call became  effective,
they  would  likely  do so  during  the  2000-2001  period  and  would  probably
necessitate deployment of capital during the period between 2002 and 2005. There
can be no certainty about these estimates.

     Enterprises  expects to refine the above  estimates as engineering  studies
progress and when, as, and if such rules become effective.

Sale of Steam, Mid-America Energy Resources and Indianapolis Campus Energy
--------------------------------------------------------------------------

       See Note 7 in the Notes to Consolidated Financial Statements.

<PAGE>


RESULTS OF OPERATIONS

         Comparison of Quarters Ended March 31, 2000 and March 31, 1999
         --------------------------------------------------------------

         Diluted  earnings per share during the first quarter of 2000 was $1.07,
or $.73 above the $.34 attained in the comparable 1999 period. Weighted average,
diluted shares for the first quarter of 2000 were 86.3 million  compared to 88.1
million  for the same  period in 1999 due to  IPALCO's  repurchase  of 6 million
common shares  between  December 1998 and March 1999.  The following  discussion
highlights the factors contributing to the first quarter results.

Operating Revenues
------------------

         Operating  revenues  increased  $10.3 million  during the first quarter
ended March 2000  compared to the similar  period last year.  These results were
due to the following:

                                                        Increase (Decrease)
                                                       from Comparable Period
                                                    Three Months Ended March 31
                                                     ---------------------------
                                                        (Millions of Dollars)

  Electric:
       Change in retail KWH sales - net of fuel                  $    5.8
       Fuel revenue                                                   0.2
       Wholesale revenue                                              4.6
       DSM Tracker revenue                                            0.4
  Steam revenue                                                      (0.7)
                                                                ---------
       Total change in operating revenues                          $ 10.3
                                                                =========


         The first quarter  increase in retail KWH sales compared to the similar
period  in 1999  resulted  from  economic  growth in  Indianapolis  and a higher
realization  per  kilowatt-hour  sold. The changes in fuel revenues in 2000 from
the prior  year  reflect  changes  in total  fuel  costs  billed  to  customers.
Wholesale  revenue  increased  during the first quarter of 2000 due to favorable
wholesale market conditions and generating unit availability.

Operating Expenses
------------------

         Fuel  costs  increased  by $1.7  million  in the first  quarter of 2000
compared to the same period last year. The first quarter  increase was primarily
due to increased kilowatt-hour sales.

         Other operating expenses increased $5.1 million in the first quarter of
2000  compared  to the same  period in 1999.  The  first  quarter  increase  was
primarily due to decreased sales of emission  allowances of $3.0 million,  which
increased operating  expenses.  Also contributing to the variance were increased
distribution expenses and customer service and informational expenses.

         Maintenance  expense decreased $5.7 million during the first quarter of
2000  compared  to the same period  last year.  The  decrease in expense was due
primarily to reduced  costs  associated  with the  overhaul of plant  generating
units.

         Income  taxes-net  increased  $3.2 million in the first quarter of 2000
compared  to the same  period in 1999 due to an  increase  in  pretax  operating
income.

         As a result of the foregoing,  utility operating income increased 11.4%
during  the first  quarter of 2000 from the  comparable  1999  period,  to $48.2
million.

Other Income and Deductions
---------------------------

         Other - net, which includes the pretax operating and investment  income
from  operations  other  than IPL,  as well as  non-operating  income  from IPL,
increased $98 million  during the first quarter 2000 (see Note 5 in the Notes to
Consolidated Financial Statements).

Interest and Other Charges
--------------------------

         Interest  expense  decreased  $0.3  million for the three  months ended
March 31, 2000,  compared to the similar  period last year primarily as a result
of the reduction of the principal amount on the  recapitalization  debt facility
of IPALCO.

New Accounting Pronouncement
----------------------------

         The  Financial  Accounting  Standards  Board has  issued  Statement  of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging Activities," that Enterprises will be required to adopt in 2001 (see
Note  6  in  the  Notes  to  Consolidated   Financial   Statements  for  further
discussion).

<PAGE>


PART II - OTHER INFORMATION
---------------------------

Item 1.  Legal Proceedings
-------  -----------------

See "NOx SIP Call" under Item 2, Other.

Item 6.  Exhibits and Reports on Form 8-K
-------  --------------------------------

         (a)      Exhibits.  Copies of documents listed below which are
                  identified with an asterisk (*) are incorporated herein
                  by reference and made a part hereof.

3.1*     Articles of Incorporation of IPALCO Enterprises, Inc., as amended.
         (Exhibit 3.1 to the Form 10-Q dated 6-30-97.)

3.2*     Bylaws of IPALCO Enterprises, Inc, as amended.  (Exhibit 3.2 to the
         Form 10-Q dated 3-31-99.)

4.1*     IPALCO Enterprises, Inc. 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 Agreement as amended and restated). (Exhibit B to the Form 8-K
         dated 4-28-98.)

11.1     Computation of Per Share Earnings.

21.1*    Subsidiaries of the Registrant.  (Exhibit 21.1 to the Form 10-K dated
         12-31-99.)

27.1     Financial Data Schedule.

         (b)      Reports on Form 8-K.

                           A Form 8-K was filed on February  3, 2000,  reporting
                           item 5, Other Events, to report the sale of a portion
                           of Mid-America's  interest in Internet Capital Group,
                           Inc.

                           A Form 8-K was filed on February 22, 2000,  reporting
                           item 5, Other Events, to report the sale of a portion
                           of Mid-America's  interest in Internet Capital Group,
                           Inc.

                           A Form 8-K was  filed on March  23,  2000,  reporting
                           item 5, Other Events,  to report an agreement for the
                           sale  of  certain  assets  to  Citizens  Gas  &  Coke
                           Utility.


<PAGE>


                                   Signatures
                                   ----------

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                                IPALCO ENTERPRISES, INC.
                                             -----------------------------
                                                     (Registrant)



Date:            May 12, 2000                  /s/  John R. Brehm
       -------------------------------      ------------------------------
                                                  John R. Brehm
                                                  Vice President and Treasurer



Date:            May 12, 2000                  /s/  Stephen J. Plunkett
       -------------------------------      ------------------------------
                                                  Stephen J. Plunkett
                                                  Controller