EXHIBIT 99.1


                       FIRST AMENDMENT TO
                        CREDIT AGREEMENT


     THIS FIRST AMENDMENT TO CREDIT AGREEMENT ("First
Amendment") is made and entered into as of the 8th day of 
May, 1997 (the "Amendment Date"), by and among BANK ONE,
INDIANA, NATIONAL ASSOCIATION ("Bank One"), NATIONAL CITY BANK
OF INDIANA ("National City"), THE FIRST NATIONAL BANK OF
CHICAGO ("First Chicago"), Bank One, as administrative agent
for the Banks (the "Administrative Agent"), National City, as
documentation agent for the Banks (the "Documentation Agent"),
THE BANK OF TOKYO--MITSUBISHI, LTD., KEYBANK NATIONAL
ASSOCIATION, THE SANWA BANK, LIMITED, CHICAGO BRANCH, WACHOVIA
BANK OF GEORGIA, N.A., THE BANK OF NOVA SCOTIA, DAI-ICHI
KANGYO BANK, LTD., CHICAGO BRANCH, THE INDUSTRIAL BANK OF
JAPAN, LIMITED, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, THE
SUMITOMO BANK, LTD. and SUNTRUST BANK, CENTRAL FLORIDA, N.A.
(together, the "Purchasers," and individually, a "Purchaser"),
and IPALCO ENTERPRISES, INC. ("Borrower").

                            Recitals

     1.   Borrower, the Initial Banks, the Administrative
Agent and the Documentation Agent are parties to a Credit
Agreement dated as of April 4, 1997 (the "Credit Agreement").

     2.   The Initial Banks desire to assign to the
Purchasers, and the Purchasers desire to accept the assignment
of and to assume a portion of the Initial Banks' rights and
obligations under the Credit Agreement, pursuant to Section
8.08 of the Credit Agreement.

     3.   Borrower and the Administrative Agent are executing
this First Amendment for the purpose of acknowledging and
consenting to such assignment and Borrower is executing this
First Amendment to confirm its agreement to execute such
documents and instruments as may be necessary on their part to
effect such assignment.

                            Agreement

     NOW THEREFORE, in consideration of the premises, the
mutual covenants and agreements herein, and each act performed
and to be performed hereunder, Borrower, the Initial Banks,
the Purchasers, the Administrative Agent, and the
Documentation Agent agree as follows:

     1.   Definitions.  All terms used in the Recitals and in
this First Amendment that are defined in the Credit Agreement
and are not otherwise defined herein are used in this First
Amendment with the meanings ascribed to them in the Credit
Agreement.

     2.   Assignment and Transfer.

     (a)  Effective as of the Amendment Date, and subject to
the condition stated in subparagraph (b) below, each Initial
Bank irrevocably sells and assigns to each of the Purchasers,
without recourse to any Initial Bank, and each of the
Purchasers irrevocably purchases, accepts, and assumes from
each Initial Bank, without recourse to any Initial Bank, a
pro-rata portion of each Initial Bank's rights, interests and
obligations under the Credit Agreement, including, without
limitation, the Revolving Loans and the other Obligations
(individually as to each Initial Bank and each Purchaser, the
"Assigned Interest", and collectively as to all Initial Banks
and all Purchasers, the "Assigned Interests") consisting of a
portion of the outstanding Revolving Loans and Obligations of
Borrower and a commitment to make Revolving Loans to Borrower,
such that the aggregate of the Assigned Interests assigned to
such Purchaser is in the aggregate maximum principal sum of
the Commitment set forth opposite such Purchaser's name on
Schedule I attached to this First Amendment and incorporated
herein by reference, and all rights, interests, and
obligations of the Initial Bank under the Credit Agreement and
the other Loan Documents that relate to or arise from the
Revolving Loans and Obligations and from such commitment and
the performance thereof.  Effective as of the Amendment Date,
Exhibit B to the Credit Agreement is amended to read as
Schedule I attached to this First Amendment.  This First
Amendment shall constitute an assignment and transfer between
the Initial Banks and the Purchasers, as contemplated by
Section 8.08 of the Credit Agreement.

     (b)  The obligations of the Initial Banks to each
Purchaser under subparagraph (a) above are subject to the
condition that not later than 11 a.m., Indianapolis, Indiana
time, on the Amendment Date, such Purchaser shall have
delivered to the Administrative Agent, in United States
Dollars and in immediately available funds, for payment to the
Initial Banks in respect of the Assigned Interest to be
assigned to such Purchaser by each Initial Bank, the full
amount of its Commitment.  Each Purchaser shall be obligated
to fund its Commitment regardless of the failure of any other
Purchaser to fulfill its obligations hereunder.

     (c)  Each Initial Bank (i) represents and warrants to
each Purchaser that it is the legal and beneficial owner of
the Assigned Interest and such Assigned Interest is free and
clear of any adverse claims of persons claiming through such
Initial Bank; (ii) makes no representation or warranty and
assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with
the Credit Agreement or any other Loan Document or the
execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement or any of the
Loan Documents furnished pursuant thereto, other than the
representation made under clause (i) above; and (iii) makes no
representation or warranty and assumes no responsibility with
respect to the financial condition of Borrower or the
performance or observance by Borrower of any of its
obligations under the Credit Agreement or any of the Loan
Documents.

     (d)  Each Purchaser (i) represents and warrants that such
Purchaser is legally authorized to enter into this First
Agreement, (ii) confirms that such Purchaser has received and
reviewed a copy of the Credit Agreement and such of the Loan
Documents as it has requested, together with the copies of the
most recent available financial information regarding
Borrower, and such other documents and information as such
Purchaser has deemed appropriate to make its own analysis,
(iii) agrees that such Purchaser will, independently and
without reliance upon the Initial Banks, the Agents, or any
other Bank, and based on such documents and information as
such Purchaser shall deem appropriate at the time, continue to
make its own decisions in taking or not taking any action
under the Credit Agreement and the Loan Documents, (iv)
appoints and authorizes each of the Agents to take such action
on its behalf and to exercise such powers under the Credit
Agreement and the Loan Documents as are delegated to such
Agent by the terms thereof, together with such powers as are
reasonably incidental thereto, (v) agrees that such Purchaser
will be bound by the provisions of the Credit Agreement and
the Loan Documents and will perform in accordance with the
terms of the Credit Agreement and the Loan Documents all the
obligations which by the terms of the Credit Agreement and the
Loan Documents are required to be performed by it as a Bank,
and (vi) represents and warrants that if such Purchaser is
exempt from United States withholding taxes with respect to
all payments to be made to such Purchaser under the Credit
Agreement and the other Loan Documents, it has attached hereto
the forms prescribed by the Internal Revenue Service of the
United States certifying as to such Purchaser's exemption from
United States withholding taxes with respect to all such
payments, or such other documents as are necessary to indicate
that such payments are subject to such tax at a rate reduced
by an applicable tax treaty.

     (d)  From and after the Amendment Date, the
Administrative Agent shall make all payments to the Purchasers
in respect of the Assigned Interests.  The Initial Banks and
the Purchasers shall make all appropriate adjustments in
payments for periods prior to the Amendment Date made by the
Administrative Agent or with respect to the making of this
assignment and transfer directly between themselves.

     (e)  From and after the Amendment Date, the Initial Banks
shall, to the extent provided herein, relinquish their
respective rights and be released from their respective
obligations under the Credit Agreement as they relate to or
arise from the Assigned Interests.

     3.   Amendment of Credit Agreement and Other Loan
Documents.

     (a)  Concurrently with the execution of this First
Amendment, Borrower shall duly execute and deliver to each of
the Banks First Amended and Restated Revolving Notes
substantially in the form of  Exhibit A to this First
Amendment (the "Amended and Restated Notes"), which (i) amend
and restate the Revolving Notes made and delivered by Borrower
pursuant to the Credit Agreement on the Closing Date (the
"Existing Notes") with amendments thereto conforming the terms
thereof to the terms of the Credit Agreement, as amended by
this First Amendment; and (ii) upon execution and delivery
shall be the Revolving Notes which evidence the Revolving
Loans.  The Existing Notes held by each Initial Bank shall be
marked by such Initial Bank to indicate that they have been
amended and restated by the Amended and Restated Notes, and
that they may be enforced only by the holders of the Amended
and Restated Notes.

     (b)  To correct certain scrivener's  errors in the Credit
Agreement, the Credit Agreement is hereby amended as follows,
effective as of the Closing Date:

          (i)  the definition of "Documentation Agent" in
     Section 1.01 of the Credit Agreement is deleted; and

          (ii) the last sentence of the third paragraph of
     Section 2.11 of the Credit Agreement is amended to read
     as follows: "The facility fee for the calendar quarter
     would be $54,000,000 divided by 360, or $150,000."

     (c)  All references to the Credit Agreement in the other
Loan Documents shall mean the Credit Agreement, as modified by
this First Amendment and as it may be further amended,
modified, extended, renewed, supplemented and/or restated from
time to time and at any time.  Except as otherwise expressly
provided herein, all of the terms and provisions of the Credit
Agreement and the other Loan Documents, as modified by this
First Amendment, remain in full force and effect, and fully
binding on the parties thereto and their respective successors
and assigns.

     4.   Consents of Borrower and Administrative Agent. 
Borrower and the Administrative Agent each expressly consent
to the execution, delivery, and performance by the Initial
Banks and the Purchasers of this First Amendment and to the
amendment of the Credit Agreement and the other Loan Documents
provided herein.  Borrower agrees that neither the provisions
of this First Amendment nor any actions taken or not taken in
accordance with the terms of this First Amendment shall
constitute a termination, extinguishment, release or discharge
of the Obligations now existing or hereafter arising, or
provide a defense, set-off, or counterclaim to any of them
with respect to any of the Obligations now existing or
hereafter arising.

     5.   Binding on Successors and Assigns.  All the terms
and provisions of this First Amendment shall be binding upon
and inure to the benefit of the parties hereto, their
respective successors, assigns and legal representatives. 
Whenever in this First Amendment any of the parties hereto is
referred to, such reference shall be deemed to include the
successors and assigns of such party.

     6.   Further Assurances.  Each of Borrower, the Initial
Banks, the Purchasers, the Administrative Agent, and the
Documentation Agent, as the case may be, shall duly execute
and deliver, or cause to be executed and delivered, such
further instruments and perform or cause to be performed such
further acts as may be necessary or proper in the reasonable
opinion of the Administrative Agent to carry out the
provisions and purposes of this First Amendment.

     7.   Governing Law.  This First Amendment shall be
governed by, and construed in accordance with, the laws of the
State of Indiana, without regard to its principles of
conflicts or choice of law rules.

     8.   Survival.  All covenants, Agreements, undertakings,
representations, and warranties made in this First Amendment
shall survive the execution and delivery of this First
Amendment, and shall not be affected by any investigation made
by any party.

     9.   Entire Agreement.  This First Amendment constitutes
and expresses the entire understanding between the parties
hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings,
commitments, inducements or conditions with respect thereto,
whether express or implied, oral or written.

     10.  Counterparts.  This First Amendment may be signed in
any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to Credit Agreement to be executed and
delivered by their duly authorized officers as of the
Amendment Date.

                         BANK ONE, INDIANA, NATIONAL
                         ASSOCIATION, individually and as
                         Administrative Agent

                         By:  /s/ Tracy J. Venable
                              Tracy J. Venable, Vice President

                         NATIONAL CITY BANK OF INDIANA,
                         individually and as Documentation Agent

                         By:  /s/ Frank B. Meltzer
                              Frank B. Meltzer, V.P.

                         THE FIRST NATIONAL BANK OF CHICAGO

                         By:  /s/  T. Thomas Cheng
                              T. Thomas Cheng, First V.P.

                         THE BANK OF TOKYO-MITSUBISHI, LTD.

                         By:  /s/ Hajime Watanabe
                              Hajime Watanabe
                              Deputy General Manager
 
                         KEYBANK NATIONAL ASSOCIATION

                         By:  /s/ Sharon Weinstein
                              Vice President

                         THE SANWA BANK, LIMITED, CHICAGO BRANCH

                         By:  /s/ Richard H. Ault
                              Richard H. Ault
                              Vice President

                         WACHOVIA BANK OF GEORGIA, N.A.

                         By:  /s/ Elizabeth Colt Schrock
                              Elizabeth Colt Schrock
                              Vice President

                         THE BANK OF NOVA SCOTIA

                         By:  /s/ F.C.H. Ashby
                              F.C.H. Ashby
                              Senior Manager Loan Operations

                         DAI-ICHI KANGYO BANK, LTD.,
                         CHICAGO BRANCH

                         By:  /s/ Seiichiro Ino
                              Seiichiro Ino
                              Vice President


                         THE INDUSTRIAL BANK OF JAPAN, LIMITED

                         By:  /s/ Hiroaki Nakamura
                              Hiroaki Nakamura
                              Joint General Manager

                         MORGAN GUARANTY TRUST COMPANY
                         OF NEW YORK

                         By:  /s/  Nadine S. Taylor
                              Nadine S. Taylor, Associate

                         THE SUMITOMO BANK, LTD.

                         By:  /s/ Hiroyuki Iwami
                              Hiroyuki Iwami
                              Joint General Manager

                         SUNTRUST BANK

                         By:  /s/ Christopher A. Black
                              Christopher A. Black
                              Vice President
                              Suntrust Bank, Central Florida,
                              National Association

                         IPALCO ENTERPRISES, INC.

                         By:  /s/ John R. Brehm
                              John R. Brehm
                              Vice President and Treasurer
                           SCHEDULE I

                          (COMMITMENTS)

        Bank                                    Commitment

Bank One, Indiana, National Association         $47,000,000

National City Bank of Indiana                   $47,000,000

The First National Bank of Chicago              $47,000,000

The Bank of Tokyo--Mitsubishi, Ltd.             $35,000,000

Keybank National Association                    $35,000,000

The Sanwa Bank, Limited, Chicago Branch         $35,000,000

Wachovia Bank of Georgia, N.A.                  $35,000,000

The Bank of Nova Scotia                         $20,000,000

Dai-Ichi Kangyo Bank, Ltd., Chicago Branch      $20,000,000

The Industrial Bank of Japan, Limited           $20,000,000

Morgan Guaranty Trust Company of New York       $20,000,000

The Sumitomo Bank, Ltd.                         $20,000,000

SunTrust Bank, Central Florida, N.A.            $20,000,000




<PAGE>
                           EXHIBIT "A"

                         REVOLVING NOTE

U.S. $                                Dated as of May 8, 1997

     FOR VALUE RECEIVED, on or before the Commitment
Termination Date, IPALCO ENTERPRISES, INC., an Indiana
corporation ("Maker") unconditionally promises to pay to the
order of ___________________________ ("Payee"), at the office
of the Administrative Agent located at Bank One Center/Tower,
111 Monument Circle, Suite 421, Indianapolis, Indiana 46277,
the principal sum of __________________ Million Dollars
($___________), or if less, the aggregate unpaid principal
amount of all Revolving Loans made by Payee pursuant to the
terms of the Credit Agreement, dated as of April 4, 1997,
among Maker, __________________________, as amended by a First
Amendment to Credit Agreement, dated as of May 8, 1997, among
Maker, _____________________________ (referred to herein, as
so amended and as the same hereafter may be modified, amended,
restated, and/or extended from time to time and at any time,
as the "Credit Agreement"), together with interest thereon at
the rates as provided in the Credit Agreement.  Terms which
are defined in the Credit Agreement and which are not
otherwise defined in this Revolving Note (this "Note") shall
when used in this Note have the respective meanings ascribed
to such terms in the Credit Agreement.

     Interest accruing on the principal balance of this Note
outstanding from time to time shall be due and payable by
Maker on such dates and in accordance with the rates and terms
specified in Article II of the Credit Agreement.  All amounts
received on this Note shall be applied in accordance with the
terms of Article II of the Credit Agreement.

     This Note is one of the "Revolving Notes" referred to in
the Credit Agreement, to which reference is made for the
conditions and procedures under which advances, payments,
readvances and repayments may be made prior to the maturity of
this Note, for the terms upon which Maker may make prepayments
from time to time and at any time prior to the maturity of
this Note and the terms of any prepayment premiums or
penalties which may be due and payable in connection
therewith, and for the terms and conditions upon which the
maturity of this Note may be accelerated and the unpaid
balance of principal and accrued interest thereon declared
immediately due and payable.

     If any installment of principal or interest due under the
terms of this Note falls due on a day which is not a Banking
Day, the due date shall be extended to the next succeeding
Banking Day and interest will be payable at the applicable
rate for the period of such extension.  All amounts payable
under this Note shall be payable without relief from valuation
and appraisement laws, and with all collection costs and
attorneys' fees.

     The holder of this Note, at its option, may make
extensions of time for payment of the indebtedness evidenced
by this Note, or reduce the payments thereon, release any
collateral securing payment of such indebtedness or accept a
renewal Note or Notes therefor, all without notice to Maker or
any endorser(s) and Maker and all endorsers hereby severally
consent to any such extensions, reductions, releases and
renewals, all without notice, and agree that any such action
shall not release or discharge any of them from any liability
hereunder.  Maker and endorser(s), jointly and severally,
waive demand, presentment for payment, protest, notice of
protest and notice of nonpayment or dishonor of this Note and
each of them consents to all extensions of the time of payment
thereof.

     EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, MAKER,
IRREVOCABLY:

     (A)  AGREES THAT ANY SUIT, ACTION OR OTHER LEGAL
PROCEEDING ARISING OUT OF THIS NOTE OR ANY OTHER LOAN
DOCUMENTS OR THE REVOLVING LOANS MAY BE BROUGHT IN THE COURTS
OF RECORD OF THE STATE OF INDIANA SITTING IN INDIANAPOLIS OR
THE COURTS OF THE UNITED STATES LOCATED IN THE STATE OF
INDIANA SITTING IN INDIANAPOLIS;

     (B)  CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF EACH
SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING;

     (C)  WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LAYING
OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY OF SUCH
COURTS OR THAT ANY OF SUCH COURTS IS AN INCONVENIENT FORUM;

     (D)  CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED
MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF INDIANA; AND

     (D)  WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT
OR OTHERWISE) RELATED TO OR ARISING OUT OF ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS NOTE OR ANY OTHER LOAN
DOCUMENTS, OR THE PERFORMANCE AND SATISFACTION BY ANY OF THE
BANKS OR THE AGENTS HEREUNDER OR THEREUNDER.

     Executed and delivered as of the 8th day of May, 1997.

                              IPALCO ENTERPRISES, INC.

                              By:
                              Printed:
                              Title:

                                        ("Maker")