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
                September 30, 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 September 30, 2000
                 -----                        ---------------------------------
      Common (Without Par Value)                    87,926,569 Shares

<PAGE>


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

                                      INDEX
                                      -----



                                                                        Page No.
                                                                        --------

PART I.   FINANCIAL INFORMATION
-------    ---------------------

         Statements of Consolidated Income - Three Months Ended and
          Nine Months Ended September 30, 2000 and 1999                      2

         Consolidated Balance Sheets - September 30, 2000 and
            December 31, 1999                                                3

         Statements of Consolidated Cash Flows -
            Nine Months Ended September 30, 2000 and 1999                    4

         Notes to Consolidated Financial Statements                       5-10

         Management's Discussion and Analysis of
            Financial Condition and Results of Operations                11-16

PART II.  OTHER INFORMATION                                              17-18
--------  -----------------
<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                   Nine Months Ended
                                                                      September 30                        September 30
                                                                  2000              1999              2000              1999
                                                              -------------     ------------      -------------     ------------
UTILITY OPERATING REVENUES:
<S>                                                           <C>               <C>               <C>               <C>
  Electric                                                    $    218,392      $   221,844       $    617,108      $   607,299
  Steam                                                              6,328            6,671             23,401           25,057
                                                              -------------     ------------      -------------     ------------
    Total operating revenues                                       224,720          228,515            640,509          632,356
                                                              -------------     ------------      -------------     ------------

UTILITY OPERATING EXPENSES:
  Operation:
    Fuel                                                            49,141           43,026            141,295          131,969
    Other                                                           38,171           33,728            108,562           97,248
  Power purchased                                                    8,672           25,427             11,694           29,455
  Purchased steam                                                    1,238            1,218              4,469            4,581
  Maintenance                                                       19,432           18,906             60,601           55,733
  Depreciation and amortization                                     28,141           27,008             83,445           80,362
  Taxes other than income taxes                                      9,066            8,660             27,643           26,281
  Income taxes - net                                                25,917           22,128             67,904           65,628
                                                              -------------     ------------      -------------     ------------
    Total operating expenses                                       179,778          180,101            505,613          491,257
                                                              -------------     ------------      -------------     ------------
UTILITY OPERATING INCOME                                            44,942           48,414            134,896          141,099
                                                              -------------     ------------      -------------     ------------

OTHER INCOME AND (DEDUCTIONS):
  Allowance for equity funds used during construction                  293              270              1,843              940
  Other - net                                                       (3,311)           1,253             94,490              589
  Income taxes - net                                                 2,705            1,405            (34,853)           6,053
                                                              -------------     ------------      -------------     ------------
    Total other income - net                                          (313)           2,928             61,480            7,582
                                                              -------------     ------------      -------------     ------------
INCOME BEFORE INTEREST AND OTHER CHARGES                            44,629           51,342            196,376          148,681
                                                              -------------     ------------      -------------     ------------

INTEREST AND OTHER CHARGES:
  Interest                                                          13,915           15,335             43,489           47,235
  Allowance for borrowed funds used during construction               (134)            (175)              (875)            (592)
  Preferred stock transactions                                         803              803              2,410            2,410
                                                              -------------     ------------      -------------     ------------
    Total interest and other charges - net                          14,584           15,963             45,024           49,053
                                                              -------------     ------------      -------------     ------------

NET INCOME                                                    $     30,045      $    35,379       $    151,352      $    99,628
                                                              =============     ============      =============     ============


BASIC EARNINGS PER SHARE                                      $       0.35      $      0.41       $       1.76      $      1.16
                                                              =============     ============      =============     ============

DILUTED EARNINGS PER SHARE                                    $       0.34      $      0.41       $       1.75      $      1.15
                                                              =============     ============      =============     ============


See notes to consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
                               IPALCO ENTERPRISES, INC. and SUBSIDIARIES
                                      Consolidated Balance Sheets
                                             (In Thousands)
                                              (Unaudited)
<CAPTION>
                                                                        September 30        December 31
                             ASSETS                                         2000                1999
                             ------                                     --------------      -------------
UTILITY PLANT:
<S>                                                                     <C>                 <C>
  Utility plant in service                                              $   2,988,001       $  2,922,338
  Less accumulated depreciation                                             1,361,958          1,299,122
                                                                        --------------      -------------
      Utility plant in service - net                                        1,626,043          1,623,216
  Construction work in progress                                                95,542            116,478
  Property held for future use                                                 10,718             10,718
                                                                        --------------      -------------
      Utility plant - net                                                   1,732,303          1,750,412
                                                                        --------------      -------------
OTHER ASSETS:
  Nonutility property - at cost, less accumulated depreciation                 66,879             69,056
  Available-for-sale securities                                                    89            175,202
  Other investments                                                            15,906             13,970
                                                                        --------------      -------------
      Other assets - net                                                       82,874            258,228
                                                                        --------------      -------------
CURRENT ASSETS:
  Cash and cash equivalents                                                    34,108             23,935
  Accounts receivable and unbilled revenue
   (less allowance for doubtful accounts
   2000, $1,680 and 1999, $1,360)                                              49,544             51,357
  Fuel - at average cost                                                       34,841             52,016
  Materials and supplies - at average cost                                     49,557             48,694
  Tax refund receivable                                                             -                770
  Prepayments and other current assets                                          1,755              9,465
                                                                        --------------      -------------
      Total current assets                                                    169,805            186,237
                                                                        --------------      -------------
DEFERRED DEBITS:
  Regulatory assets                                                           100,310            107,948
  Miscellaneous                                                                 9,656             13,012
                                                                        --------------      -------------
      Total deferred debits                                                   109,966            120,960
                                                                        --------------      -------------
              TOTAL                                                     $   2,094,948       $  2,315,837
                                                                        ==============      =============

                 CAPITALIZATION AND LIABILITIES
                 ------------------------------
CAPITALIZATION:
  Common shareholders' equity:
    Common stock                                                        $     447,053       $    439,066
    Unearned compensation - restricted stock awards                              (698)            (1,979)
    Premium on 4% cumulative preferred stock                                      649                649
    Retained earnings                                                         799,645            690,455
    Accumulated other comprehensive income                                         51            106,733
    Treasury stock, at cost                                                  (522,504)          (557,178)
                                                                        --------------      -------------
      Total common shareholders' equity                                       724,196            677,746
  Cumulative preferred stock of subsidiary                                     59,135             59,135
  Long-term debt (less current maturities and
   sinking fund requirements)                                                 783,495            870,050
                                                                        --------------      -------------
      Total capitalization                                                  1,566,826          1,606,931
                                                                        --------------      -------------
CURRENT LIABILITIES:
  Notes payable - banks and commercial paper                                    4,000             57,578
  Current maturities and sinking fund requirements                              3,577             52,477
  Accounts payable and accrued expenses                                        55,484             56,798
  Dividends payable                                                            15,200             13,859
  Taxes accrued                                                                33,282             22,237
  Interest accrued                                                             10,390             13,767
  Other current liabilities                                                    14,142             13,356
                                                                        --------------      -------------
      Total current liabilities                                               136,075            230,072
                                                                        --------------      -------------
DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES:
  Accumulated deferred income taxes - net                                     322,336            400,588
  Unamortized investment tax credit                                            37,150             39,226
  Accrued postretirement benefits                                                   -              4,338
  Accrued pension benefits                                                     26,127             29,018
  Miscellaneous                                                                 6,434              5,664
                                                                        --------------      -------------
      Total deferred credits and other long-term liabilities                  392,047            478,834
                                                                        --------------      -------------

COMMITMENTS AND CONTINGENCIES
              TOTAL                                                     $   2,094,948       $  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>

                                                                                Nine Months Ended
                                                                                   September 30
                                                                               2000               1999
                                                                         --------------     --------------
CASH FLOWS FROM OPERATIONS:
<S>                                                                      <C>                <C>
  Net income                                                             $     151,352      $      99,628
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization                                               85,740             83,012
    Amortization of regulatory assets                                            9,931             10,768
    Gain from sale of available for sale securities                           (112,638)                 -
    Deferred income taxes and investment tax credit adjustments - net          (15,056)              (351)
    Allowance for funds used during construction                                (2,718)            (1,532)
  Change in certain assets and liabilities:
    Accounts receivable                                                          1,813             (8,333)
    Fuel, materials and supplies                                                16,312                111
    Accounts payable and accrued expenses                                       (1,314)           (15,657)
    Taxes accrued                                                               11,045             16,048
    Accrued pension benefits                                                    (2,891)            (1,800)
    Other - net                                                                  2,532             (5,403)
                                                                         --------------     --------------
Net cash provided by operating activities                                      144,108            176,491
                                                                         --------------     --------------

CASH FLOWS FROM INVESTING:
  Construction expenditures - utility                                          (62,346)           (52,888)
  Construction expenditures - nonutility                                          (144)              (306)
  Proceeds from sale of available for sale securities                          113,833                  -
  Other                                                                            632             (4,071)
                                                                         --------------     --------------
Net cash provided by (used in) investing activities                             51,975            (57,265)
                                                                         --------------     --------------

CASH FLOWS FROM FINANCING:
  Issuance of long-term debt                                                    29,650            140,900
  Retirement of long-term debt                                                (165,152)           (95,485)
  Special deposit for retirement of debt                                             -            (23,500)
  Short-term debt - net                                                        (53,578)           (18,600)
  Common dividends paid                                                        (40,716)           (38,061)
  Issuance of common stock related to incentive compensation plans               6,728              8,709
  Reacquired common stock                                                       34,674            (88,482)
  Other                                                                          2,484               (380)
                                                                         --------------     --------------
Net cash used in financing activities                                         (185,910)          (114,899)
                                                                         --------------     --------------
Net increase in cash and cash equivalents                                       10,173              4,327
Cash and cash equivalents at beginning of period                                23,935              9,075
                                                                         --------------     --------------
Cash and cash equivalents at end of period                               $      34,108      $      13,402
                                                                         ==============     ==============

----------------------------------------------------------------------------------------------------------
Supplemental  disclosures of cash flow information:  Cash paid during the period
  for:
    Interest (net of amount capitalized)                                 $      44,510      $      48,882
                                                                         ==============     ==============
    Income taxes                                                         $     105,606      $      36,878
                                                                         ==============     ==============


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                  2,231,100       6,727,389
           Restricted stock issues / adjustments         25,433       2,561,484
           Restricted stock redeemed                    (57,578)     (1,302,210)
                                                     ----------    ------------
       Balance at September 30, 2000                 87,926,569    $447,052,765
                                                     ==========    ============


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

                                                           For the Period Ended September 30,
                                                           ----------------------------------
                                                   Three Months Ended             Nine Months Ended
                                                   2000          1999             2000         1999
                                                   ----          ----             ----         ----
                                                                     (In thousands)

<S>                                               <C>           <C>              <C>          <C>
       Weighted average common shares             86,353        85,720           85,923       86,219
       Dilutive effect of stock options              912           648              786          776
                                                  ------        ------           ------       ------
       Weighted average common
          and incremental shares                  87,265        86,368           86,709       86,995
                                                  ======        ======           ======       ======
</TABLE>


3.      STOCK-BASED COMPENSATION

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

                                              Weighted Average      Range of Option        Number of
                                               Price per Share      Price per Share          Shares
                                               ---------------      ---------------          ------
<S>                                                 <C>            <C>      <C>            <C>
Outstanding, December 31, 1999................      $15.170        $8.416 - $23.380         2,349,980
   Issued.....................................       16.568        16.410 -  20.530         2,033,000
   Exercised..................................       15.446         8.416 -  23.380        (2,231,100)
                                                                                           ----------
Outstanding, September 30, 2000...............       16.202        10.460 -  23.380         2,151,880
                                                                                           ===========
</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 nine months ended  September  30, 2000,  would have  decreased  from
        $151.4  million  ($1.75  per  share) to the pro  forma  amount of $147.4
        million  ($1.70 per share).  Enterprises'  net income and  earnings  per
        share for the  similar  period in 1999 would have  decreased  from $99.6
        million  ($1.15  per  share)  to the pro forma  amount of $99.4  million
        ($1.14 per share).  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 22% 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 and August 7, 2000, 2,066 and 5,000 shares of
        restricted stock, respectively, 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 1in  Enterprises'  1999 Annual Report on Form 10-K).
        The following tables provide  information  about  Enterprises'  business
        segments:
<TABLE>
<CAPTION>

                                      Three Months Ended                                     Nine Months Ended
                                          September 30,                                        September 30,
                                  2000                      1999                         2000                       1999
                                  All                        All                          All                        All
                       Electric  Other  Total     Electric  Other  Total       Electric  Other  Total     Electric  Other   Total
                       --------  -----  -----     --------  -----  -----       --------  -----  -----     --------  -----   -----
                                          (In Millions)                                          (In Millions)

<S>                      <C>    <C>     <C>         <C>     <C>    <C>           <C>     <C>     <C>         <C>    <C>      <C>
Operating Revenues       $218   $ 15    $233        $222    $ 16   $238          $617    $ 49    $666        $607   $ 52     $659
Depreciation and
   Amortization            27      2      29          26       2     28            81       5      86          78      5       83
Pre-tax Operating
   Income (Loss)           71     (3)     68          70       2     72           201      (5)    196         203      4      207
Income Taxes               26     (3)     23          22      (1)    21            67      36     103          65     (5)      60
Capital Expenditures       18      -      18          20       -     20            65       -      65          53      2       55
</TABLE>

        Property - net of  Depreciation  is $1.799 billion and $1.819 billion in
        total  for the  periods  ending  September,  2000  and  December,  1999,
        respectively.  Within  Property  - net  of  Depreciation,  the  Electric
        segment  is  $1.659  billion  and  $1.674  billion  for 2000  and  1999,
        respectively. The All Other segment is $140 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 $73 million
        and $76 million for the periods  ending  September,  2000 and  December,
        1999, respectively.

        Included within  Depreciation and Amortization for the All Other segment
        is IPL steam depreciation of $1 million for both the third quarters 2000
        and 1999. For each of the nine months ended September 30, 2000 and 1999,
        IPL steam depreciation of $2 million is included within Depreciation and
        Amortization for the All Other segment.

        Pre-tax  Operating  Income for the All Other segment  contains less than
        $.1 million IPL steam  pre-tax  operating  income for the third  quarter
        2000, but includes $.5 million for the same period in 1999. For the nine
        months ended  September 30, 2000 and 1999,  IPL steam pre-tax  operating
        income of $2 million and $4 million,  respectively,  is included  within
        Pre-tax Operating Income for the All Other segment.

        Included  within  Income  Taxes for the All Other  segment  is IPL steam
        income taxes of $(.2)  million for the third quarter of 2000 compared to
        $.1  million  for the same  period in 1999.  For each of the nine months
        ended  September 30, 2000 and 1999, IPL steam income taxes of $1 million
        is included within Income Taxes for the All Other segment.


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. During May 2000, Mid-America sold another 25,500
       shares of ICGE  resulting in a realized  gain of $.7  million.  The total
       realized  gain is offset by related  compensation  of $9.0 million and is
       included in Other Income and  Deductions.  The  after-tax  proceeds  from
       these  sales  were  applied   primarily  to  the  reduction  of  IPALCO's
       outstanding unsecured debt.


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.  In June
        2000,  SFAS  138 was  issued  to  amend  the  accounting  and  reporting
        standards  of  Statement  133 for  certain  derivative  instruments  and
        certain hedging activities. The amendment to SFAS 133 includes expansion
        of the normal  purchases and sales exception to most contracts for which
        physical delivery of the asset being sold or purchased is probable. This
        amendment has substantially reduced the scope of SFAS 133 implementation
        efforts by IPALCO. Based on IPALCO's understanding of the amended normal
        purchases  and sales  exception,  it has not expected SFAS 133 to have a
        significant  impact on its financial  position or results of operations.
        Recently,  however,  a number of issues have arisen in the industry with
        regard to whether or not certain power  contracts  fall within the scope
        of SFAS 133.  These  issues are expected to be addressed by the SFAS 133
        task force of the Financial Accounting Standards Board during the fourth
        quarter of 2000.  IPALCO will continue SFAS 133  implementation  efforts
        during  the last  quarter  of 2000,  including  monitoring  developments
        regarding the recent SFAS 133 scope issues discussed above.


7.      SALE OF STEAM ASSETS, 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.  The selling
        price allocated to Steam,  MAER and ICE is approximately  $54.6 million,
        $88.4  million and $18.7  million,  respectively.  Taxes  payable on the
        transaction  are  estimated to be $26.3  million.  This  transaction  is
        expected to result in a net gain to IPALCO on a consolidated  basis. 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.  Government  approvals for the sale have been
        obtained and the  transaction  is expected to be completed in the fourth
        quarter of 2000.



8.      AES ACQUISITION OF IPALCO

        On July 15, 2000, IPALCO and The AES Corporation, a Delaware corporation
        ("AES"),  entered  into an  Agreement  and Plan of Share  Exchange  (the
        "Share Exchange  Agreement")  whereby AES will acquire IPALCO for $25.00
        per share  (subject to  adjustment  as  described at the end of the next
        paragraph)  in a  stock-for-stock  transaction  valued at  approximately
        $2.15 billion plus the  assumption of $890 million of debt and preferred
        stock.

        Under  the terms of the  agreement,  the final  exchange  ratio  will be
        determined  five  business  days prior to closing,  based on the average
        daily  closing  prices  of AES  common  stock for the  preceding  twenty
        trading days.  Upon  closing,  each share of IPALCO common stock will be
        exchanged  for AES shares with a market value of $25.00,  so long as the
        average price of AES common stock (determined as described above) is not
        below  $31.50.  If the average price of AES common stock is below $31.50
        per share, IPALCO shareholders will receive a fixed ratio of .794 shares
        of AES common  stock per share of IPALCO  common  stock.  If the average
        price of AES common stock is below $26.45 (an effective  price to IPALCO
        shareholders of $21.00 per share of IPALCO common stock), IPALCO has the
        right to terminate the  transaction.  The  transaction is expected to be
        tax free to IPALCO  shareholders.  Upon  closing,  IPALCO  will become a
        wholly-owned  subsidiary  of AES  with  its  headquarters  remaining  in
        Indianapolis.

        On October 20, 2000, IPALCO shareholders approved the Agreement and Plan
        of  Share  Exchange  with  AES at a  Special  Meeting  of  Shareholders.
        Completion  of  the   transaction   remains  subject  to  certain  other
        conditions,  including receipt of certain regulatory approvals including
        that of the Federal Energy Regulatory  Commission and the Securities and
        Exchange   Commission.   The  parties  anticipate  receiving  regulatory
        approvals and closing the  transaction by early 2001.  Additionally,  as
        part of the  SEC  approval  process,  AES  expects  to  restructure  its
        ownership  interests in CILCORP,  another  subsidiary  of AES,  within a
        specified  period  of time in order to  continue  as an  exempt  holding
        company  under the Public  Utility  Holding  Company Act of 1935. If the
        closing of the  transaction is delayed beyond March 31, 2001 for failure
        to receive necessary SEC approvals, the purchase price per IPALCO share,
        determined  as outlined  above,  will be increased by $0.15 plus a daily
        "ticking fee" equal to $0.375 per calendar quarter.


9.      SALE OF CLEVELAND ENERGY RESOURCES

        On November  2, 2000,  Enterprises  signed an  agreement  with  Dominion
        Cleveland Thermal,  Inc., a subsidiary of Dominion Energy, Inc., to sell
        the  assets of  Cleveland  Energy  Resources  (CER).  CER  includes  two
        subsidiaries  of  Mid-America,   Cleveland  Thermal  Energy  Corporation
        (Cleveland   Thermal)  and  Cleveland   District   Cooling   Corporation
        (Cleveland  Cooling).  Cleveland  Thermal  owns and  operates  two steam
        plants  in  Cleveland,  Ohio.  Cleveland  Cooling  owns and  operates  a
        district  cooling  facility  located  near  downtown  Cleveland,   which
        distributes  chilled water to subscribers located downtown for their air
        conditioning  needs.  The  anticipated  selling  price for the assets is
        $14.6 million.  The sale is subject to certain approvals and is expected
        to be completed in the first quarter of 2001.


10.     VOLUNTARY EARLY RETIREMENT PROGRAM

        On  November  9,  2000,  IPALCO  and AES  approved  a  special  one-time
        Voluntary Early Retirement Program (VER Program).

        IPALCO   announced  the  special   one-time  VER  Program  in  a  letter
        distributed to its employees.  This program offers  enhanced  retirement
        benefits upon early retirement to eligible  employees.  The VER Program
        is available to all employees,  except officers,  whose combined age and
        years of service  total at least 75 on June 30, 2001.  Participation  is
        limited to the first 400 qualified  employees who accept the VER Program
        and complete required waiting and revocation  periods.  Participants can
        elect actual  retirement  dates of March 1, 2001,  April 1, 2001, May 1,
        2001, June 1, 2001 or July 1, 2001. IPALCO expects the VER Program to be
        completed,  including  the  expiration  of  all  revocation  periods  by
        December 30, 2000.

        IPALCO will recognize the estimated $63 million pre-tax non-cash pension
        and other post-retirement benefit costs of the VER Program in the fourth
        quarter 2000.  IPALCO anticipates VER Program related cash contributions
        for pension and other post-retirement benefits of $9 million in 2001 and
        $3 million in 2002.  These estimates are based on actuarial assumptions
        using an 8.0% discount rate.

<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, the pending  transaction with AES,
including the conditions  thereto,  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 July 14,  2000,  declared a
quarterly  dividend on common  stock of 16.25 cents per share  compared to 15.00
cents per share  declared in the third  quarter of 1999.  The  dividend was paid
October 15, 2000, to shareholders of record September 15, 2000. In addition, the
Board of Directors  of  Enterprises  on October 20,  2000,  declared a quarterly
dividend on common  stock of 16.25  cents per share  compared to 15.00 cents per
share  declared in the fourth quarter of 1999. The dividend will be paid January
15, 2001, to shareholders of record December 15, 2000.

         IPL's  capital  requirements  are  primarily  related  to  construction
expenditures  needed to meet customers'  needs for electricity and steam and for
environmental  compliance.  Enterprises'  construction  expenditures  (excluding
allowance for funds used during  construction)  totaled $17.3 million during the
quarter ended September 30, 2000,  representing a $1.9 million decrease from the
comparable  period in 1999.  Internally  generated  cash  provided by operations
funded construction  expenditures during the third quarter of 2000. Enterprises'
construction   expenditures   (excluding   allowance   for  funds  used   during
construction)  totaled $62.5 million during the nine months ended  September 30,
2000,  representing a $9.3 million increase from the comparable  period in 1999.
Internally   generated   cash   provided  by  operations   funded   construction
expenditures during the first nine months 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 $6.6 million in 2000 for construction of
a 100-megawatt  combustion turbine. The turbine was placed in service during May
2000,  and less than 1% of related  construction  costs remain  unexpended as of
September 30, 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  expected to be appealed to the United  States  Supreme
Court. (See also "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 $77.1 million and
$211.2 million on September 30, 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 September 30, 2000:
<TABLE>
<CAPTION>

                                                         Maturity Schedule
                                                    Period Ending September 30
                                                                                                   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                      $3.5    $3.5     $3.8     $84.1    $4.4     $419.2     $518.5      $513.1
  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                  -       -        -        -        -        4.3%       4.3%
Recapitalization debt           -       $77.1    -        -        -        -          $77.1       $77.1
  Average rate                  -       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  September  30,  2000,  IPALCO  had an  interest  rate swap  agreement
outstanding with a notional amount of $75 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 September 30, 2000.

       At September  30, 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 September 30, 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. The Supreme Court
has  accepted  EPA's  petition to review the Court of Appeals'  decision,  and a
decision is expected by summer 2001.

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, and a petition for rehearing in the Court of Appeals was later
denied.  Litigants,  including  IPL,  have  petitioned  for review by the United
States Supreme Court.

       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.  Only $20.7
million  of such  amount  has  been  included  in IPL's  2000-2002  construction
program; consequently, such program could change substantially.

       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 2000 and 2004. 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 Assets,  Mid-America Energy Resources and Indianapolis Campus
---------------------------------------------------------------------------
Energy
------

       See Note 7 in the Notes to Consolidated Financial Statements.

AES Acquisition of IPALCO
-------------------------

       See Note 8 in the Notes to Consolidated Financial Statements.

Sale of Cleveland Energy Resources
----------------------------------

       See Note 9 in the Notes to Consolidated Financial Statements.

Voluntary Early Retirement Program
----------------------------------

       See Note 10 in the Notes to Consolidated Financial Statements.

<PAGE>


RESULTS OF OPERATIONS

      Comparison of Third Quarter and Nine Months Ended September 30, 2000
      --------------------------------------------------------------------
           with Third Quarter and Nine Months Ended September 30, 1999
           -----------------------------------------------------------

         Diluted  earnings per share during the third  quarter of 2000 was $.34,
or $.07 below the $.41 attained in the comparable 1999 period. Weighted average,
diluted shares for the third quarter of 2000 were 87.3 million  compared to 86.4
million for the same period in 1999. Diluted earnings per share during the first
nine  months  of 2000  was  $1.75,  or $.60  above  the  $1.15  attained  in the
comparable  1999 period.  Weighted  average,  diluted shares for the nine months
ended  September  30, 2000,  were 86.7 million  compared to 87.0 million for the
same  period  in  1999.   The  following   discussion   highlights  the  factors
contributing to the third quarter and nine months ended results.

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

         Operating  revenues  decreased  $3.7 million  during the third  quarter
ended  September  2000  compared  to the  similar  period  last year.  Operating
revenues for the nine months ended  September  2000  increased $8.2 million from
the comparable 1999 period. These results were due to the following:

                                 Increase (Decrease) from Comparable 1999 Period
                                 -----------------------------------------------
                                                 September 30, 2000
                                                 ------------------
                                         Three Months Ended    Nine Months Ended
                                         ------------------    -----------------
                                                  (Millions of Dollars)

Electric:
  Change in retail KWH sales mix - net of fuel       1.9                8.2
  Change in estimate for unbilled revenue           (8.0)              (8.0)
  Fuel revenue                                       0.8                3.8
  Wholesale revenue                                  3.2                5.9
  DSM Tracker revenue                               (0.3)              (0.1)
Steam revenue                                       (0.4)              (1.7)
Other revenue                                       (0.9)               0.1
                                                ---------          ---------
  Total change in operating revenues            $   (3.7)          $    8.2
                                                =========          =========


         The third quarter and nine months ended  September 30, 2000 increase in
retail  revenue  compared to the similar  periods in 1999 resulted from economic
growth in  Indianapolis  offset by milder  temperatures  compared  to last year.
Cooling degree days fell 22.0% compared to 1999 and were 6.5% below normal.  The
nine months ended increase in retail revenue compared to the same period in 1999
reflects a higher  realization per kilowatt-hour sold partially offset by milder
weather  during  the  summer.  Both the  third  quarter  and nine  months  ended
variances  from  prior year  reflect  the change in the  estimate  for  unbilled
revenue  recorded  during  1999.  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 third quarter of 2000 due to favorable  wholesale
market  conditions and generating  unit  availability.  Steam revenue  decreased
during the nine months ended 2000  primarily due to a decrease in heating degree
days.

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

         Fuel costs  increased  by $6.1  million  and $9.3  million in the third
quarter and nine months ended September 30, 2000, respectively,  compared to the
similar  periods last year.  These  increases  were  primarily due to higher KWH
generation due to generating unit availability and increases in deferred fuel.

         Other  operating  expenses  increased $4.4 million and $11.3 million in
the third  quarter and nine  months  ended  September  30,  2000,  respectively,
compared  to the  similar  periods  in 1999.  The  third  quarter  increase  was
primarily  due to rental costs of $2.2 million for  portable  diesel  generators
used to supplement  generation  during the summer months.  The nine months ended
increase was  primarily  due to decreased  sales of emission  allowances of $4.5
million,  which was  recorded as a credit to  operating  expenses  in 1999,  and
rental costs of $3.2 million for portable  diesel  generators used to supplement
generation during the summer months.

         Power  purchased  decreased  $16.8 million and $17.8 million during the
third quarter and nine months ended September 30, 2000,  respectively,  compared
to the similar periods last year primarily because the prior year totals reflect
an unusually  high level of purchases  caused by generating  unit outages during
peak demand  conditions  and higher market prices for scheduled  summer  peaking
power.

         Maintenance  expense  increased $.6 million and $4.9 million during the
third quarter and nine months ended September 30, 2000,  respectively,  compared
to the similar  periods last year.  The increase in expense was due primarily to
costs associated with the timing of generating unit overhauls and outages.

         Income  taxes-net  increased $3.8 million and $2.3 million in the third
quarter and nine months ended periods,  respectively, due to increases in pretax
operating income and a $3.2 million  adjustment to the income tax accrual offset
by a decrease in deferred taxes.

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,
decreased $4.6 million and increased  $93.9 million during the third quarter and
nine months  ended  September  30, 2000,  respectively,  compared to the similar
periods  last  year.  The  third  quarter  variance  was  primarily  a result of
decreased insurance recoveries of $1.8 million, which were recorded as income to
Other-net in 1999, as well as increased  outside  service  expenditures  of $3.3
million  related  to legal and  financial  advisory  costs of  IPALCO's  pending
acquisition   by  AES.   These  amounts  are  offset  by  a  decrease  in  civic
expenditures.  The nine months ended  increase was  primarily  due to the $103.6
million gain on the sale of the ICGE investment less related compensation.  (See
Note 5 in the Notes to Consolidated Financial  Statements).  The gain was offset
by a $7.6 million increase in outside service  expenditures  also related to the
pending acquisition by AES.

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

         Interest expense  decreased $1.4 million and $3.7 million for the third
quarter and nine months ended September 30, 2000, respectively,  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
-------  -----------------

None.

Item 4.  Submission of Matters to a Vote of Security Holders
-------  ---------------------------------------------------

         A Special Meeting of Shareholders of IPALCO Enterprises,  Inc. was held
on October 20,  2000.  Shareholders  voted on a proposal to approve an Agreement
and Plan of Share Exchange  between IPALCO and The AES  Corporation  pursuant to
which shares of IPALCO  common stock will be exchanged  for shares of AES common
stock and IPALCO  will become a  wholly-owned  subsidiary  of AES.  The vote was
56,537,810 in favor, and 10,046,566 against, with 1,078,194 abstaining.

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 for the quarter ended 6-30-97.)

3.2*     Bylaws of IPALCO Enterprises, Inc, as amended.  (Exhibit 3.2 to the
         Form 10-Q for the quarter ended 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.)

4.3*     Amendment No. 1 dated as of July 15, 2000, to the Rights Agreement
         dated as of June 28, 1990, as amended and restated as of April 28, 1998
         between IPALCO Enterprises, Inc. and First Chicago Trust Company of New
         York, as Rights Agent.  (Exhibit C to Form 8-A/A filed 7-19-00.)

10.1*    Second Amendment to the IPALCO Enterprises, Inc. Voluntary Employee
         Beneficiary Association Trust Agreement. (Exhibit 10.1 to the Form 10-Q
         for the quarter ended 6-30-00.)

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 October 20,  2000,  reporting  item 5,
                  Other Events, to report shareholder  approval of the Agreement
                  and Plan of Share Exchange  whereby The AES  Corporation  will
                  acquire  IPALCO   Enterprises,   Inc.  in  a   stock-for-stock
                  transaction.


<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:     November 13, 2000                         /s/   John R. Brehm
       ----------------------                    ------------------------------
                                                   John R. Brehm
                                                   Vice President and Treasurer



Date:     November 13, 2000                        /s/    Stephen J. Plunkett
       ----------------------                    ------------------------------
                                                   Stephen J. Plunkett
                                                   Controller