**Exhibit 31.2
**Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities andExchange Act of 1934**

I, Kirk B. Michael, certify that:
- I have reviewed this quarterly report on Form 10-Q of IPALCO  Enterprises, Inc. (the “registrant”);
- Based on my knowledge, this report does not contain any untrue statement    of a material fact or omit to state a material fact necessary to make the    statements made, in light of the circumstances under which such statements    were made, not misleading with respect to the period covered by this report;
- Based on my knowledge, the financial statements, and other financial    information included in this report, fairly present in all material respects    the financial condition, results of operations and cash flows of the    registrant as of, and for, the periods presented in this report;
- The registrant’s other certifying officer and I are responsible for    establishing and maintaining disclosure controls and procedures (as defined    in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting    (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:    	   - Designed such disclosure          controls and procedures, or caused such disclosure controls and          procedures to be designed under our supervision, to ensure that          material information relating to the registrant, including its          consolidated subsidiaries, is made known to us by others within those          entities, particularly during the period in which this report is being          prepared;
  - Designed such internal control over financial reporting, or caused such internal control          over financial reporting to be designed under our supervision, to provide reasonable assurance          regarding the reliability of financial reporting and the preparation of financial statements          for external purposes in accordance with generally accepted accounting principles;
  - Evaluated the effectiveness of the registrant’s disclosure          controls and procedures and presented in this report our conclusions          about the effectiveness of the disclosure controls and procedures, as          of the end of the period covered by this report based on such          evaluation; and
  - Disclosed in this report any change in the registrant’s internal          control over financial reporting that occurred during the registrant’s          most recent fiscal quarter (the registrant’s fourth fiscal quarter in			the case of an annual report) that has materially affected, or is          reasonably likely to materially affect, the registrant’s internal          control over financial reporting; and 
- The registrant’s other certifying officer and I have disclosed, based    on our most recent evaluation of internal control over financial reporting,    to the registrant’s auditors and the audit committee of the registrant’s board    of directors (or persons performing the equivalent functions):		   - All significant deficiencies          and material weaknesses in the design or operation of internal control          over financial reporting which are reasonably likely to adversely          affect the registrant’s ability to record, process, summarize and          report financial information; and
  - Any fraud, whether or not material, that involves management or            other employees who have a significant role in the registrant’s            internal control over financial reporting. 
          Date:May 7, 2009By: /s/ Kirk B. Michael    Kirk B. Michael    *Vice President and Principal Financial Officer* **