EXHIBIT 99.1
                             CREDIT AGREEMENT


          THIS CREDIT AGREEMENT, dated as of April 4, 1997, is executed
among IPALCO ENTERPRISES, INC., an Indiana corporation ("Borrower"), BANK
ONE, INDIANA, NA ("Bank One"), NATIONAL CITY BANK OF INDIANA ("National
City"), THE FIRST NATIONAL BANK OF CHICAGO ("First Chicago"), and Bank
One, as administrative agent for the Banks (in such capacity, the
"Administrative Agent").


                                 Recitals

          1.   Borrower has applied to the Banks for a shared
revolving credit facility in the maximum principal amount of Four
Hundred One Million Dollars ($401,000,000.00).

          2.   Subject to and in accordance with the terms and
conditions of this Agreement, the Banks are willing to extend such shared
revolving credit facility to Borrower.

                                 Agreement

          NOW, THEREFORE,  in consideration of the premises, the mutual
covenants and agreements herein, and each act performed and to be
performed hereunder, the parties hereto agree as follows:


                                 ARTICLE I

                     Definitions and Accounting Terms

          Section 1.01.  Defined Terms.  When used in this Agreement
(including its recitals, exhibits and schedules) each of the following
terms shall have the meanings ascribed to them in this Section 1.01, and
such meanings shall be applicable to both the singular and plural forms
of the terms defined:

     "Administrative Agent" has the meaning ascribed to such term in the
     preamble to this Agreement.

     "Advance Request" means a borrowing under the Revolving Credit
     Facility consisting of the aggregate principal amount of the
     several Revolving Loans made by the Banks to Borrower pursuant to
     Section 2.01 of this Agreement at the same interest rate and for
     the same Interest Period.

     "Advance Request" has the meaning ascribed to such term in Section
     2.03 of this Agreement.

     "Agents" means, collectively, the Administrative Agent, National
     City, as documentation agent for the Banks, and First Chicago
     Capital Markets, Inc., in its capacity as syndication agent for the
     Banks.

     "Aggregate Commitment" means the aggregate of the Commitments of
     all of the Banks, as reduced from time to time pursuant to the
     terms of this Agreement.

     "Agreement" means this Credit Agreement, as amended or otherwise
     modified from time to time and at any time. 

     "Applicable Margin" means the variable per annum amount determined
     from time to time as provided on Exhibit A attached to this
     Agreement and made a part hereof for all purposes.

     "Bank One" has the meaning ascribed to such term in the preamble to
     this Agreement.

     "Banking Day" means any day on which the Administrative Agent is
     open for business (other than a Saturday or Sunday) in
     Indianapolis, Indiana, and, if the transaction involves a LIBOR
     Advance, on which dealings are carried on in the London eurodollar
     interbank market.

     "Banks" or "Bank" means, collectively, the Initial Banks and any
     Purchaser that becomes a Bank party to this Agreement pursuant to
     the terms of Section 8.08 of this Agreement, together with their
     respective successors and assigns.

     "Base Rate" means, on any date a determination thereof is to be
     made, the rate per annum (rounded upwards, if necessary, to the
     next 1/16 of 1%) equal to the greater of (a) the Prime Rate in
     effect on such date, and (b) the Federal Funds Effective Rate in
     effect on such date plus one-half of one percent (1/2%) per annum. 

     "Base Rate Advance" means an Advance that bears interest at the
     Base Rate.

     "Borrower" has the meaning ascribed to such term in the preamble to
     this Agreement. 

     "Capital" means, with reference to Borrower, as of any date, the
     sum of the following of Borrower and its Subsidiaries, without
     duplication, each as determined on a consolidated basis and in
     accordance with GAAP: (a) total common shareholders  equity
     (inclusive of common shareholders  equity, premiums on IPL s 4%
     cumulative preferred stock and retained earnings and less all
     treasury stock) at such date; (b) the outstanding cumulative
     preferred stock of IPL at such date; (c) long-term Debt at such
     date; and (d) Debt classified on Borrower s consolidated balance
     sheet as "Notes payable - banks and commercial paper" and "Current
     maturities and sinking fund requirements" at such date.

     "CERCLA" means the Comprehensive Environmental Response,
     Compensation and Liability Act of 1980, as amended.

     "CERCLIS" means the Comprehensive Environmental Response
     Compensation Liability Information System List.

     "Change of Control of Borrower" means either (i) a "person" or
     "group" (within the meaning of Sections 13(d) and 14(d)(2) of the
     Securities Exchange Act of 1934) becomes the "beneficial owner" (as
     defined in Rule 13d-3 under the Securities Exchange Act of 1934) of
     more than 25% of the then outstanding voting stock of Borrower, or
     (ii) a majority of the Board of Directors of Borrower shall consist
     of individuals who are not Continuing Directors.

     "Closing Date" means as of April 4, 1997.

     "Commitment" means, with respect to each Bank, its commitment to
     make Revolving Loans as set forth in Article II of this Agreement,
     as such commitment may be reduced from time to time in accordance
     with the terms of this Agreement.  The amount of the initial
     Commitment of each Bank is set forth on  Exhibit B attached to this
     Agreement and made a part hereof for all purposes.

     "Commitment Termination Date" means the earlier of (i) March 31,
     2002, and (ii) that date upon which the Commitments are terminated,
     the Revolving Loans accelerated, or both in accordance with the
     terms of this Agreement.

     "Continuing Directors" means, collectively, as of any date a
     determination thereof is to be made: (i) individuals who on the
     date two years prior to such date of determination were members of
     Borrower s Board of Directors; and (ii) any new Director of
     Borrower whose nomination for election by Borrower s shareholders
     was approved by a vote of at least 75% of the Directors of Borrower
     then still in office who either were Directors of Borrower on the
     date two years prior to such date of determination or whose
     nomination for election was previously so approved.
 
     "Debt" means, with reference to any Person, as of any date, without
     duplication:  (a) all indebtedness, liabilities and obligations of
     such Person for borrowed money; (b) obligations of such Person to
     pay the deferred purchase or acquisition price of property
     (tangible or intangible, real or personal) or services, other than
     trade accounts payable arising, and accrued expenses incurred, in
     the ordinary course of business; (c) all obligations of such Person
     as lessee under any lease which has been (or which in accordance
     with GAAP should be) capitalized on the books of the lessee;
     (d) all obligations, indebtedness and liabilities which are secured
     by any Lien on any asset of such Person, whether or not the
     obligation, indebtedness or liability secured thereby shall have
     been assumed by such Person; and (d) all obligations, indebtedness
     and liabilities of others similar in character to those described
     in clauses (a) through (d) of this definition for which such Person
     is liable, contingently or otherwise, as obligor, guarantor or in
     any other capacity, or in respect of which obligations,
     indebtedness or liabilities such Person assures a creditor against
     loss or agrees to take any action to prevent any such loss (other
     than endorsements of negotiable instruments for collection in the
     ordinary course of business), including without limitation all
     reimbursement obligations of such Person in respect of letters of
     credit, surety bonds or similar obligations and all obligations of
     such 
<PAGE>
    Person to advance funds to, or to purchase assets, property or
     services from, any other Person in order to maintain the
     financial condition of such other Person. 

     "Debt to Capital Ratio" means, with respect to any period, the
     ratio of the total sum of all Debt of Borrower and its Subsidiaries
     at the close of that period, determined on a consolidated basis in
     accordance with GAAP, to the total amount of Capital of Borrower at
     the close of that period.

     "Default Rate" means a per annum rate equal to the Base Rate plus
     Two Percent (2%) per annum. 

     "Disaggregation Subsidiary" means any wholly-owned Subsidiary of
     Borrower to which all or any significant part of the assets owned
     at any time from and after the Closing Date by IPL or any of its
     four primary operating business components (Generation; Access;
     Marketing; and Steam) are sold, assigned or transferred at any time
     and from time to time.

     "Documentation Agent" has the meaning ascribed to such term in the
     preamble to this Agreement.

     "Dollars" and the sign "$" mean lawful money of the United States
     of America.

     "EBIT  means, for any period, the Net Income of Borrower and its
     Subsidiaries for such period, determined on a consolidated basis in
     accordance with GAAP, plus, without duplication and to the extent
     deducted in determining such Net Income, the sum of Interest
     Expense and income tax expense of Borrower and its Subsidiaries for
     such period, determined on a consolidated basis and in accordance
     with GAAP. 

     "EBIT to Interest Expense Ratio" means, with respect to any period,
     the ratio of EBIT for that period to the Interest Expense of
     Borrower and its Subsidiaries for that period, determined on a
     consolidated basis in accordance with GAAP.

     "Environmental Laws" means all federal, state and local laws,
     statutes, laws, ordinances, codes, rules and regulations (including
     consent decrees and administrative orders applicable to Borrower),
     now or hereafter effective, relating to pollution or protection of
     the environment, including laws or regulations relating to or
     permitting emissions, discharges, releases or threatened releases
     of pollutants, contaminants, chemicals, or industrial, toxic or
     hazardous substances or wastes into the environment (including
     without limitation ambient air, surface water, ground water, or
     land), or to the manufacture, processing, distribution, use,
     treatment, storage, disposal, transport, or handling of pollutants,
     contaminants, chemicals, industrial wastes, or hazardous
     substances.  Environmental Laws includes, without limiting the
     generality of the foregoing: (a) CERCLA; (b) the Resource Conservation 
     and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., including 
     the statutes regulating underground storage tanks,
<PAGE>
    42 U.S.C. 6991-6991h; (c) the Clean Air Act, as amended, 42 U.S.C.
     7401 et seq.; (d) the Federal Water Pollution Control Act, as
     amended, 33 U.S.C. Section 1251 et seq., including the statute 
     regulating the National Pollutant Discharge Elimination System, 33 
     U.S.C. Section 1342; and (e) Indiana Code, Title 13 Environment, as 
     amended.

     "ERISA" means the Employee Retirement Income Security Act of 1974,
     as amended.

     "Event of Default" has the meaning ascribed to such term in Section
     6.01 of this Agreement.

     "Facility Fee Rate" means the variable per annum amount determined
     from time to time as provided on Exhibit A attached to this
     Agreement and made a part hereof for all purposes.

     "Federal Funds Effective Rate" means, for any day, the weighted
     average of the per annum rates for overnight Federal funds
     transactions with members of the Federal Reserve System arranged by
     Federal funds brokers, as published on the next succeeding Banking
     Day by the Federal Reserve Bank of New York, or, if such rate is
     not so published for any day which is a Banking Day, the average of
     the quotations for the day of such transactions received by the
     Administrative Agent from three (3) Federal funds brokers of
     recognized standing selected by it.

     "Financial Statements" includes, but is not limited to, balance
     sheets, profit and loss statements, and cash flow statements,
     prepared in accordance with GAAP.

     "First Chicago" has the meaning ascribed to such term in the
     preamble to this Agreement.

     "FPA" means the Federal Power Act, as amended, and all rates and
     regulations promulgated thereunder.

     "GAAP" means generally accepted accounting principles in the United
     States of America as in effect from time to time, which shall
     include the official interpretations thereof by the Financial
     Accounting Standards Board, consistently applied (from and after
     the date hereof) and for the period as to which such accounting
     principles are to apply. Except as otherwise provided in this
     Agreement, to the extent applicable, all computations and
     determinations as to accounting or financial matters and all
     Financial Statements to be delivered pursuant to this Agreement
     shall be made and prepared in accordance with GAAP (including
     principles of consolidation where appropriate), and, to the extent
     applicable, all accounting or financial terms shall have the
     meanings ascribed to such terms by GAAP.

     "Hazardous Materials" means, collectively, any materials,
     pollutants, substances or wastes which are defined or determined or
     regulated by, or otherwise identified as hazardous, toxic or
     environmentally degrading under, any Environmental Laws.

     "Initial Banks" means, collectively, Bank One, National City and
     First Chicago.

     "Interest Expense" means, for any period and any Person, the
     interest expense of such Person for that period determined in
     accordance with GAAP, plus the aggregate amount due and payable
     during such period to the holders of any preferred stock or other
     equity of such Person, excepting only dividends payable on the
     common capital stock of such Person.

     "Interest Period" means: (a) with respect to any LIBOR Advance, the
     one (1) month, two (2) month, three (3) month or six (6) month
     period selected by Borrower and commencing on the date of such
     Advance; and (b) with respect to any Base Rate Advance, the period
     selected by Borrower, but not to exceed thirty (30) days, provided
     that, in the absence of a selection by Borrower the period shall be
     thirty (30) days.  Each Interest Period for a LIBOR Advance that
     begins on the last day of a calendar month (or on a day for which
     there is no numerically corresponding day in the appropriate
     subsequent calendar month) shall end on the last Banking Day of the
     appropriate subsequent calendar month.  Each Interest Period for a
     LIBOR Advance which would otherwise end on a day which is not a
     Banking Day shall end on the immediately succeeding Banking Day
     (unless such immediately succeeding Banking Day is in another
     calendar month, in which case such Interest Period shall end on the
     immediately preceding Banking Day). 

     "IPL" means Indianapolis Power & Light Company, an Indiana
     corporation, a Subsidiary of Borrower.

     "IPL Mortgage and Deed of Trust" means that certain Mortgage and
     Deed of Trust, dated as of May 1, 1940, executed and delivered by
     IPL to American National Bank and Trust Company of Chicago, as
     Trustee, as the same has been and hereafter may be amended,
     modified, supplemented and/or restated from time to time and at any
     time.

     "IPSCA" means the Indiana Public Service Commission Act, as
     amended, I.C. Section 8.1.2 et seq., and all rules and regulations
     promulgated thereunder.

     "LIBOR Base Rate" means, with respect to a LIBOR Advance for the
     relevant Interest Period, the per annum rate of interest (rounded
     upward, if necessary to the next higher 1/16 of 1%), as determined
     by the Administrative Agent, at which dollar deposits in
     immediately available funds are offered to principal banks in the
     London interbank eurodollar market by other principal banks in that
     market at approximately 11:00 a.m. (London time) two (2) Banking
     Days prior to the commencement of such Interest Period in an amount
     comparable to the amount of such LIBOR Advance and for a term
     comparable to such Interest Period.  Each determination of a LIBOR
     Base Rate made by the Administrative Agent in accordance with the
     foregoing shall be conclusive except in the case of demonstrative
     or manifest error.  
 
     "LIBO Rate" means for each Interest Period for LIBOR Advances, the
     rate of interest per annum (rounded upward, if necessary, to the
     next higher 1/16 of 1%) determined by the following formula:

          LIBO Rate  =            LIBOR BASE RATE            
                             ------------------------------
                             (1 - LIBOR Reserve Percentage)

     "LIBOR Reserve Percentage" means, with respect to any Interest
     Period, for any LIBOR Advance, the maximum aggregate reserve
     requirement (including all basis, supplemental, marginal, and other
     reserves) which is imposed under Regulation D on "Eurocurrency
     liabilities" as that term is defined in Regulation D.

     "Lien" means any mortgage, pledge, hypothecation, assignment,
     deposit arrangement, encumbrances, lien (statutory or other) or
     other security agreement or preferential arrangement of any kind or
     nature whatsoever (including without limitation any conditional
     sale or other title retention agreement) having substantially the
     same economic effect as any of the foregoing and the filing of any
     financing statement under the applicable Uniform Commercial Code or
     comparable law of any jurisdiction in respect of any of the
     foregoing.

     "Loan Documents" means, collectively, this Agreement, the Revolving
     Notes, and all other instruments, agreements and documents executed
     and delivered or to be delivered by Borrower pursuant to or by
     virtue of this Agreement, as each may be amended, modified,
     extended, renewed, supplemented and/or restated from time to time
     and at any time.

     "Margin Stock" means any "margin stock", as such term is defined in
     Regulation U or in Regulation G.

     "Material Adverse Effect" means,  as the context requires (i) any
     thing or matter which would materially and adversely affect the
     business, operations, profits, properties or condition (financial
     or otherwise) of Borrower and its Subsidiaries, taken as a whole,
     or a material and adverse effect on the business, operations,
     profits, properties or condition (financial or otherwise) of
     Borrower and its Subsidiaries, taken as a whole, or (ii) any thing
     or matter which would materially and adversely affect Borrower s
     ability to perform its obligations under any of the Loan Documents,
     or the validity or enforceability of any of the Loan Documents, or
     the rights and remedies of the Banks or the Agents or any of them
     under any of the Loan Documents.

     "Material Subsidiaries" means all Subsidiaries of Borrower,
     excluding the following Subsidiaries of Borrower: (a) Fort Ben
     Energy Management Corp., an Indiana corporation, Remittance
     Processing Services, LLC, an Indiana limited liability company,
     Store Heat and Produce Energy, Inc., an Indiana corporation,
     American Energy Service Corp., an Indiana corporation, Cleveland
     Thermal Energy Corporation, an Ohio corporation, and Cleveland
     District Cooling Corporation, an Ohio corporation, but only so long
     as the aggregate book value of their assets, determined in
     accordance with GAAP, is at all times less than $100,000,000; and
     (b) IPL Funding Corporation, an Indiana corporation, but only so
     long as (i) the aggregate book value of its assets, determined in
     accordance with GAAP, is at all times less than $56,000,000, (ii)
     all or substantially all of its assets consist of accounts
     receivables sold, transferred or assigned to it by IPL, and (iii)
     it remains a non-operating special purpose Subsidiary. 

     "National City" has the meaning ascribed to such term in the
     preamble to this Agreement.

     "Net Income" means, for any period, with respect to any Person, the
     net income of such Person, determined in accordance with GAAP.

     "Officer s Certificate" has the meaning ascribed to such term in
     Section 5.01(p)(4) of this Agreement.

     "Obligations" means, collectively and without duplication, all
     present and future indebtedness, obligations and liabilities, and
     all renewals and extensions thereof, now or hereafter owed to the
     Banks or the Agents or any of them by Borrower, whether arising
     under, by virtue of or pursuant to this Agreement, the Revolving
     Notes, or any of the other Loan Documents or otherwise, whether
     such indebtedness, obligations and liabilities are direct,
     indirect, fixed, contingent, liquidated, unliquidated, joint,
     several, now exist or hereafter arise, or were prior to acquisition
     thereof by the Banks or the Agents or any of them, owed to some
     other Person.  

     "Permitted Margin Stock" has the meaning ascribed to such term in
     Section 4.01(g) of this Agreement. 

     "Person" means any individual, sole proprietorship, partnership,
     joint venture, trust, unincorporated organization, association,
     corporation, institution, entity, party or government (whether
     national, federal, state, county city, municipal or otherwise,
     including without limitation any instrumentality, division, agency,
     body or department thereof).

     "Primary Syndication Period" means the period ending sixty (60)
     days after the Closing Date.

     "Prime Rate" means a variable per annum interest rate equal at all
     times to the rate of interest established and quoted by Bank One as
     its prime rate, such rate to change contemporaneously with each
     change in such established and quoted rate, provided that it is
     understood that the Prime Rate shall not necessarily be
     representative of the rate of interest actually charged by Bank One
     on any loan or class of loans. 

     "PUHCA" means the Public Utility Holding Company act of 1935, as
     amended.

     "Purchaser" has the meaning ascribed to such term in Section 8.08
     of this Agreement.

     "Regulation D" means Regulation D of the Board of Governors of the
     Federal Reserve System as from time to time in effect and any
     successor thereto or other regulation or official interpretation of
     said Board of Governors relating to reserve requirements applicable
     to member banks of the Federal Reserve System.

     "Regulation G" means Regulation G of the Board of Governors of the
     Federal Reserve System as from time to time in effect and any
     successor thereto or other regulation or official interpretation of
     said Board of Governors relating to extensions of credit secured by
     margin stock (as such term is defined in Regulation G as in effect
     on the Closing Date) applicable to the Persons covered thereby.

     "Regulation U" means Regulation U of the Board of Governors of the
     Federal Reserve System as from time to time in effect and any
     successor thereto or other regulation or official interpretation of
     said Board of Governors relating to extensions of credit secured by
     margin stock (as such term is defined in Regulation U as in effect
     on the Closing Date) applicable to member banks of the Federal
     Reserve System.

     "Regulatory Change" means at any time after the Closing Date (a)
     any change in existing, or any introduction or adoption of new,
     United States federal, state or foreign laws, regulations, treaties
     or directives (including Regulation D of the Board of Governors of
     the Federal Reserve System), (b) any change in the interpretation
     of the foregoing by any governmental authority charged with the
     administration or interpretation thereof, or (c) any change in the
     manner in which existing guidelines of any federal or state
     governmental authority are enforced.

     "Release" means a "release" as such term is defined in CERCLA.

     "Reportable Event" means a "reportable event" as defined in ERISA.

     "Required Banks" means Banks in the aggregate having at least 50.1%
     of the Aggregate Commitment or, if the Aggregate Commitment has
     been terminated, Banks in the aggregate holding at least 50.1% of
     the aggregate unpaid principal amount of the outstanding Advances.

     "Revolving Credit Facility" has the meaning ascribed to such term
     in Section 2.01 of this Agreement.

     "Revolving Loan" means, with respect to each Bank, such Bank's
     portion of any Advance. 

     "Revolving Notes" has the meaning ascribed to such term in Section
     2.01 of this Agreement. 

     "Rollover Transaction" has the meaning ascribed to such term in
     Section 2.03 of this Agreement. 

     "Stepdowns" has the meaning ascribed to such term in Section 2.08
     of this Agreement. 

     "Subsidiary" means, with respect to any Person, any corporation,
     partnership, joint venture or other business entity (whether now
     existing or hereafter organized or acquired) over which the Person
     exercises control, provided that it shall be conclusively presumed
     that the Person exercises control over any such entity:  (a) if
     more than 50% of the equity interest in such entity is owned by the
     Person, directly or indirectly; or (b) if at least a majority of
     the securities of each class having ordinary voting power for the
     election of directors (other than securities which have such power
     only by reason of the happening of a contingency) at the time as of
     which the determination is being made, is owned, beneficially and
     of record, by such Person or by one or more of the other
     Subsidiaries of such Person or by any combination thereof.

     "Transferee" has the meaning ascribed to such term in Section
     8.08(d) of this Agreement.

     "Unmatured Event of Default" means an event or condition which with
     the giving of notice or lapse of time or both would become an Event
     of Default.

          Section 1.02.  Accounting Terms.  All accounting terms not
specifically define herein shall be construed in accordance  with GAAP,
calculations of amounts for the purposes of calculating any financial
covenants or ratios hereunder shall be made in accordance with GAAP, and
all financial data submitted pursuant to this Agreement shall be prepared
in accordance with GAAP.


                                ARTICLE II

                         Revolving Credit Facility

          Section 2.01.  The Revolving Credit Facility.  Each Bank
severally agrees, subject to the terms and conditions of this Agreement,
to make loans and advances to Borrower on a revolving basis (the
"Revolving Credit Facility") from time to time from and after the Closing
Date until the Commitment Termination Date, in principal amounts not to
exceed in the aggregate at any one time outstanding, the amount of its
Commitment.  In no event shall the aggregate principal amount of all
outstanding Revolving Loans exceed the amount of the Aggregate
Commitment.  The obligation of Borrower to repay the Revolving Loans
shall be evidenced by promissory notes executed by Borrower to each of
the Banks in form and substance the same as attached to this Agreement
and made a part hereof for all purposes as Exhibit C (as the same may be
amended, modified, extended, renewed, supplemented, replaced and/or
restated from time to time and at any time, the "Revolving Notes").  

          Section 2.02.  Use of Proceeds/Application of Payments.  
     
          (a)  Use of Proceeds.  Subject to and in accordance with the
terms of this Agreement, Borrower shall use proceeds of the Revolving
Loans solely for the following purposes:  (i) purchasing through a self
tender offer shares of Borrower's outstanding common capital stock, which
tender shall be conducted over a period ending March 27, 1997 (or such
later date, as the same may be extended by Borrower), through a "Dutch
auction" at a price of not more than $34.00 per share, and paying related
redemption expenses; (ii) otherwise purchasing currently outstanding
common capital stock of Borrower in open market transactions; and
(iii) for general corporate purposes.  

          (b)  Conditions of Borrowing.  From and after the Closing
Date until the Commitment Termination Date, Borrower may from time to
time borrow, repay and reborrow (subject to the terms and conditions of
this Agreement, including, without limitation, the requirements of
Section 3.02 and Section 2.19 of this Agreement) under the Revolving
Credit Facility on any Banking Day, provided that, Borrower may not
receive and the Banks shall not be obligated to make any Advance: (1) at
any time an Event of Default or an Unmatured Event of Default has
occurred or is continuing; or (2) if after making such Advance the
aggregate unpaid principal balance of the Revolving Loans would exceed
the Aggregate Commitment as of the date of the Advance is to be made. 

          In accordance with the terms of this Agreement, at Borrower's
option, borrowings may be Base Rate Advances or LIBOR Advances or a
combination thereof in principal amounts of Two Million Dollars
($2,000,000) or larger integral multiples thereof, as more fully
described in this Agreement.  

          No more than four (4) Interest Periods may be in effect at
any one time.  No Interest Period for a LIBOR Based Advance may extend
past the Commitment Termination Date.  Borrower shall not be entitled to
select any LIBO Rate at any time after the Commitment Termination Date.

          Section 2.03.  Method of Borrowing.   Whenever Borrower
desires the Banks to make an Advance, Borrower shall give the
Administrative Agent telecopy or telephonic notice not later than 10:00
A.M., Indianapolis time, on the date of borrowing for each Base Rate
Advance, and not later than 10:00 A.M., Indianapolis time, at least three
(3) Banking Days prior to each LIBOR Advance, which notice shall specify
the amount, the date and the type (Base Rate or LIBOR) of the Advance,
and, with respect to LIB0R Advances, the Interest Period, and which
notice shall be confirmed by a written request in form and substance the
same as attached to this Agreement and made a part hereof for all
purposes as Exhibit D ("Advance Request").  Each Advance Request shall be
irrevocable.  Borrower shall be entitled to request no more than one
Advance to be made on any Banking Day. 

          The Administrative Agent shall promptly give each Bank
telephonic notice (confirmed in writing, which may be by telecopy) of
each Advance Request.  Without in any way limiting Borrower's obligation
to confirm by an Advance Request any telecopy or telephonic notice, the
Administrative Agent may act without liability upon the basis of a
telecopy or telephonic notice believed by the Administrative Agent in
good faith to be from Borrower prior to receipt of a confirming Advance
Request and Borrower hereby waives the right to dispute the
Administrative Agent's record of the terms of such telecopy or telephonic
notice.

          Absent contrary notice from Borrower by 10:00 A.M.,
Indianapolis time, one (1) Banking Day prior to the last day of the
Interest Period of an Advance, Borrower shall be deemed to have given the
Administrative Agent notice at such time pursuant to Section 2.03 of this
Agreement to the effect that Borrower requests that Banks make Revolving
Loans to Borrower on such date at the Base Rate in an aggregate principal
amount equal to the aggregate principal amount of the Revolving Loans
becoming due and payable on such date, and the Interest Period for such
Revolving Loans shall be thirty (30) days (a "Rollover Transaction"). 
Notwithstanding anything to the contrary in this Agreement, the
Administrative Agent shall not be required to give any Bank notice of a
Rollover Transaction.

          On the Closing Date and at the time of the making of any
Revolving Loan or payment thereof, as the case may be, each Bank may, and
is hereby authorized to, make a notation on such Bank's books or records
with respect to its Revolving Note of the date and the amount of its
Revolving Loan or the amount of any payment thereof.  Such books or
records as maintained by the Banks shall, absent manifest error,
constitute prima facie evidence of the outstanding principal balance of
the Revolving Loans of such Bank.  Notwithstanding the foregoing, a
Bank's failure to make a notation on such its books or records with
respect to any Revolving Loan shall not limit or otherwise affect the
obligation of Borrower hereunder or under the Revolving Note with respect
to any Revolving Loan made to Borrower, nor shall such failure or error
affect any rights of any Bank hereunder or under applicable law. 
Although the stated amount of each Revolving Note shall be equal to the
relevant Bank's Commitment, each Revolving Note shall be enforceable,
with respect to a Borrower's obligation to pay the principal amount
thereof, only to the extent of the unpaid principal amount of the
Revolving Loans evidenced thereby.

          Section 2.04.  Disbursement of Funds.   Not later than 1:00
p.m., Indianapolis time, on the date an Advance is to be made, each Bank
shall provide the Administrative Agent, at the Administrative Agent's
account specified in Section 2.09 of this Agreement, with immediately
available funds to cover such Bank s portion of the Advance (which shall
be in the proportion which its Commitment bears to the Aggregate
Commitment) and, subject to the satisfaction of the conditions precedent
set forth in Article III of this Agreement with respect to such Advance,
the Administrative Agent shall promptly make available to Borrower such
funds.  Each Advance shall be made on a Banking Day. 

          The Administrative Agent shall not be required to make
available any Bank's share of an Advance until such funds are received by
the Administrative Agent.  Nothing herein shall be deemed to relieve any
Bank from its obligation to fund its share of each requested Advance, or
to prejudice any rights which Borrower may have against a Bank as a
result of any failure by such Bank to fund its share of any requested
Advance.

          Borrower agrees that upon demand by any Bank (which demand
shall be accompanied by a statement setting forth the basis for the
calculations of the amount being claimed) the Borrower will indemnify
such Bank against any net loss or expense which such Bank sustains or
incurs, as reasonably determined by such Bank, as a result of any failure
of the Borrower to borrow any Advance on the date specified therefor in
an Advance Request.

          Section 2.05.  Interest.   Interest shall accrue on the
outstanding principal balance of the Revolving Loans subject to and in
accordance with the terms and conditions of this Agreement and the
Revolving Notes as follows:  Prior to the Commitment Termination Date (i)
the outstanding principal balance of Base Rate Advances shall bear
interest at the Base Rate, and (ii) the outstanding principal balance of
each LIBOR Advance shall bear interest at the LIBO Rate applicable to
each Interest Period for such Advance plus the Applicable Margin in
effect for each day during the relevant period.  From and after the
Commitment Termination Date, the outstanding principal balance of each
Advance shall bear interest at a rate per annum equal to the Default
Rate.  

          Borrower shall pay accrued interest on the Revolving Loans in
accordance with Section 2.06 of this Agreement.  Interest accruing on the
Revolving Loans shall be computed for the actual number of days elapsed
on the basis of a 360-day year.

          Section 2.06.  Payments.  Interest which accrues on each
Advance shall be payable by Borrower in arrears commencing (i) with
respect to Interest Periods of three (3) months or less, on the last day
of the Interest Period, and (ii) with respect to Interest Periods longer
than three (3) months, on each three-month anniversary of the first day
of such Interest Period, on the last day of such Interest Period and on
the Commitment Termination Date.

          The principal of each Advance shall be payable by Borrower on
the last day of the applicable Interest Period, subject, however, to
Borrower's right to reborrow, from time to time, in accordance with the
terms and conditions of this Agreement. 

          Base Rate Advances may be paid or prepaid in full or in part
(if in part, in the amount of $2,000,000 or a larger integral multiple
thereof) at any time upon two (2) Banking Days' notice to the Banks. 
LIBOR Advances may be paid or prepaid in full or in part (if in part, in
the amount of $2,000,000 or a larger integral multiple thereof) as
follows: (i) on the last day of an Interest Period for the Advance, upon
four (4) prior Banking Days' notice to the Banks; or (ii) on any other
Banking Day, upon four (4) prior Banking Days' notice to the Banks, and
provided Borrower shall pay to the Administrative Agent, on demand, the
amounts specified by Section 2.18 of this Agreement.

           The entire outstanding principal of, and all accrued and
unpaid interest on, the Revolving Loans shall be due and payable on the
Commitment Termination Date.

          Subject to the following sentence, all payments made by a
Borrower in respect of any of the Revolving Loans shall be applied as
follows:  (a) first, to the payment of all amounts then owed by such
Borrower to the Banks and the Agents under or pursuant to the Loan
Documents, other than principal of the Revolving Loans or interest
thereon, in such order of application as the Administrative Agent and the
Banks, in their sole discretion, may elect from time to time; (b) second,
to the payment of interest accrued on such Revolving Loans, (c) third, to
the payment of the unpaid principal amount of such Revolving Loans.  
After an Event of Default or Unmatured Event of Default has occurred and
so long as it is continuing, the Administrative Agent shall have the
exclusive right to apply any and all payments hereunder against any
amounts owing under this Agreement and the other Loan Documents as the
Administrative Agent deems advisable.

          Section 2.07.  Discretionary Reduction or Termination of
the Commitments by Borrower.  Borrower may from time to time on at least
three (3) Banking Days' prior written notice received by the
Administrative Agent (which shall promptly advise each Bank thereof)
permanently reduce the amount of the Aggregate Commitment to an amount
not less than the aggregate unpaid principal balance of the Revolving
Loans.  Any such reduction shall be in an amount of at least $5,000,000
or in a larger integral multiple of $1,000,000 and shall be pro rata
among the Banks based on the proportion which each Bank s Commitment
bears to the Aggregate Commitment in effect immediately prior to any such
reduction.  Borrower may at any time on like notice terminate the
Commitments upon payment in full of the Revolving Loans and all other
Obligations.

          Section 2.08.  Mandatory Annual Stepdowns.  The Aggregate
Commitment as in effect from time to time, shall reduce annually on each
date shown below to the corresponding amount shown below for each such
date (collectively, the "Stepdowns"):

     Date                     Aggregate Commitment

     March 31, 1998           $320,800,000
     March 31, 1999           $240,600,000
     March 31, 2000           $160,400,000
     March 31, 2001           $ 80,200,000
     Commitment Termination Date   $  0

          The amount of any reduction of the Aggregate Commitment
pursuant to this Section 2.08 shall be allocated among, and shall reduce,
the Commitments of the Banks pro rata based on the proportion which each
Bank s Commitment bears to the Aggregate Commitment in effect immediately
prior to any such reduction.  

          Section 2.09.  Making of Payments and Prepayments, Proration
and Setoff.

          (a)  Making of Payments and Prepayments.  Except as set
forth below, all payments and prepayments of principal, facility fees and
other fees, interest and any other amounts owed from time to time under
this Agreement and under the Revolving Notes shall be made to the
Administrative Agent at the Administrative Agent's account at:   

          Bank One, Indiana, NA
          ABA #074000010
          Attn: Note Servicing
          Re: IPALCO Enterprises, Inc. 

or such other account as the Administrative Agent may notify Borrower, in
Dollars and in immediately available funds prior to 1:00 P.M.,
Indianapolis time, on the date due.   The Administrative Agent shall
promptly remit to each Bank its share of all such payments received in
collected funds by the Administrative Agent for the account of such Bank. 
Borrower hereby irrevocably authorizes the Administrative Agent and the
Banks, if and to the extent payment of any installment of principal,
interest and/or, fees under this Agreement and under the Revolving Notes
is not made when due, to charge against any of Borrower's accounts with
the Banks an amount equal to the amount not paid when due.  Any such
payment or prepayment which is received by the Administrative Agent in
Dollars and in immediately available funds after 1:00 P.M., Indianapolis
time, on a Banking Day shall be deemed received for all purposes of this
Agreement on the next succeeding Banking Day except that solely for the
purpose of determining whether an Event of Default has occurred, any such
payment or prepayment if received by the Administrative Agent prior to
the close of the Administrative Agent's business on a Banking Day shall
be deemed received on such Banking Day.

          All payments under Sections 2.13 or 2.14 of this Agreement
shall be made directly to the affected Bank.

          (b)  Setoff.  Upon the occurrence of any Event of Default
(including any applicable cure period) and during the continuance of any
Event of Default, each of the Banks is hereby authorized at any time and
from time to time, without notice to Borrower (any such notice being
expressly waived by Borrower), to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by each of the Banks to or
for the credit or the account of Borrower against any and all of the
Obligations irrespective of whether or not any Bank shall have made any
demand under this Agreement or the Revolving Notes and although such
Obligations may be unmatured.  Each Bank exercising such right of setoff
and application agrees to promptly notify Borrower after any such setoff
and application; provided that, the failure to give such notice shall not
affect the validity of such setoff and application.  The rights of each
Banks under this Section 2.09(b) are in addition to all other rights and
remedies (including, without limitation, other rights of setoff) which
such Bank may have.

          (c)   Proration of Payments.  If any Bank, whether by setoff
or otherwise, has payment made to it upon its Revolving Loans (other than
payments received pursuant to Sections 2.13 or 2.14 of this Agreement) in
a greater proportion than that received by any other Bank, such Bank
agrees, promptly upon demand, to purchase such participations in the
Revolving Loans held by the other Banks so that after such purchase the
purchasing Bank shall share such excess payment ratably with each of
them. If any Bank, whether in connection with setoff or amounts which
might be subject to setoff or otherwise, receives collateral or other
protection for Borrower's obligations to such Bank hereunder, such Bank
agrees, promptly upon demand, to take such action necessary such that all
Banks share in the benefits of such collateral ratably in proportion to
their Revolving Loans.  In case any such payment is disturbed by legal
process or otherwise, appropriate further adjustments shall be made.

          (d)   Unconditional Obligations and No Deductions. 
Borrower's obligation to make all payments provided for in this Agreement
and the Revolving Notes shall be unconditional.  Each such payment shall
be made without relief from appraisement laws and without deduction for
any claim, defense or offset of any type, including without limitation
any withholdings and other deductions on account of income or other taxes
and regardless of whether any claims, defenses or offsets of any type
exist.

          Section 2.10.  Payment on Non-Banking Days.  Whenever any
payment to be made under this Agreement or under the Revolving Notes
shall be stated to be due on a day other than a Banking Day, such payment
may be made on the next succeeding Banking Day, and such extension of
time shall in such case be included in the computation of payment of
fees, if any, and interest under this Agreement and under the Revolving
Notes.

          Section 2.11.  Facility Fee.  In addition to interest
accruing on the Revolving Loans, Borrower covenants to pay to
Administrative Agent, for the account of the Banks, a facility fee for
each partial or full calendar quarter from and after the Closing Date
until the Obligations are paid in full, calculated in accordance with the
following formula:

     Facility fee =         A   
                          ----
                           360
where;

     A:   The total sum obtained by adding together the Daily Amount
          (as defined below) calculated for each day of such partial or
          full calendar quarter.

          As used herein, the term "Daily Amount" means, as calculated
for any day,  the product obtained by multiplying (i) the Facility Fee
Rate in effect on that day, times (ii) the Aggregate Commitment (whether
used or unused) in effect on that day.

          As an illustration of the foregoing calculation, the facility
fee for a calendar quarter consisting of 90 days where the Aggregate
Commitment for each of the 90 days is $400,000,000 and the Facility Fee
Rate in effect during the first 45 days of the calendar quarter is .1%
and during the last 45 days of the calendar quarter is .2%, would be
calculated as follows:  The Daily Amount for a day in which the Facility
Fee Rate is .1% would be .1% times $400,000,000, or $400,000. The Daily
Amount for a day in which the Facility Fee Rate is .2% would be .2% times
$400,000,000, or $800,000.  The amount of "A" in the above formula would
be the sum obtained by adding together the Daily Amount for each of the
90 days [(45 times $400,000) plus (45 times $800,000)], or $54,000,000. 
The facility fee for the calendar quarter would be $46,000,000 divided by
360, or $150,000.  

          Facility fees for each calendar quarter shall be due and
payable on the last Banking Day of each March, June, September, December
and on the Commitment Termination Date.  Each Bank shall receive a pro
rata portion of such fee so received by Administrative Agent based on the
proportion which its Commitment bears to the Aggregate Commitment.

          Section 2.12.   Conversion.   Provided that no Event of
Default or Unmatured Event of Default shall have occurred, Borrower may,
upon three (3) Banking Days' notice to the Banks and prior to 10:00 A.M.,
Indianapolis time, on such date, convert all or part of any Advance from
one interest rate option to another as follows:

          (a)  From a Base Rate Advance to a LIBOR Advance at any
     time; or

          (b)  From a LIBOR Advance to a Base Rate Advance on the last
     day of the Interest Period related thereto.

Any such conversion hereunder shall be subject to the provisions of
Section 2.15 and Section 2.02(b) of this Agreement.  A notice converting
an Advance to a LIBOR Advance shall specify the Interest Period. 
Promptly upon receipt of a notice of conversion from Borrower, the
Administrative Agent shall advise each Bank thereof.
 
          Section 2.13.  Increased Costs.

          (a)  With respect to any Revolving Loan, if any Regulatory
Change shall:

               (1)  subject any Bank to any tax with respect to that
     Revolving Loan (other than a tax on or measured by such Bank's Net
     Income);

               (2)  change the basis of taxation to any Bank (other
     than a change of tax on or measured by such Bank's Net Income) of
     payments of principal or interest in respect of that Revolving
     Loan;

               (3)  impose or modify any reserve, special deposit,
     deposit insurance or similar requirement relating to any assets of,
     deposits with, or loans by any Bank used to fund that Revolving
     Loan; or

               (4)  impose any condition on any Bank with respect to
     that Revolving Loan;

and the result is to increase the cost to such Bank of making or
maintaining that Revolving Loan or to reduce the amount receivable by
such Bank with respect to that Revolving Loan, in either event by an
amount which such Bank reasonably deems material, then, and in any such
case:

               (5)   the Administrative Agent shall promptly notify
     Borrower of the happening of the above-described event; and

               (6)  Borrower shall pay to such Bank on demand as
     additional interest such amount as will compensate the Bank for the
     additional cost or reduction, calculated from date of notification
     by the Administrative Agent, and may, at its option, within seven
     (7) Banking Days after receipt of the Administrative Agent's
     notification: (i) notify such Bank in accordance with Section 2.06
     of this Agreement of its intent to prepay the affected Revolving
     Loan, and thereafter prepay such Revolving Loan in accordance with
     Section 2.06 of this Agreement (subject to Section 2.18 of this
     Agreement); or (ii) notify such Bank in accordance with Section
     2.12 of its intent to convert the affected Revolving Loan to
     another interest rate option unaffected by the Regulatory Change.

          (b)  If any Bank shall reasonably determine that the
adoption or phase-in of any applicable law, rule or regulation regarding
capital adequacy, or any change in any applicable law, rule or
regulation, or any change in the interpretation or administration thereof
by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any
Bank or any Person controlling such Bank with any request or directive
regarding capital adequacy (whether or not having the force of law) of
any such authority, central bank or comparable agency, has or would have
the effect of reducing the rate of return on such Bank's or such
controlling Person's capital as a consequence of such Bank's obligations
hereunder (including, without limitation, such Bank's Commitment) to a
level below that which such Bank or such controlling Person could have
achieved but for such adoption, change or compliance (taking into
consideration such Bank's or such controlling Person's policies with
respect to capital adequacy) by an amount deemed by such Bank or such
controlling Person to be material then such Bank shall promptly notify
the Administrative Agent and the Borrower of such determination and, from
time to time, upon demand by such Bank (which demand shall be accompanied
by a statement setting forth the basis of such demand, a copy of which
shall be furnished to the Administrative Agent), Borrower shall pay to
such Bank such additional amount or amounts as will compensate such Bank
or such controlling Person for such reduction.

          (c)  A certificate as to the increased cost or reduced
amount resulting to any Bank from any Regulatory Change as described
above shall be submitted by the Administrative Agent to Borrower along
with its notification under Sections 2.13(a) or 2.13(b) above.  In the
absence of manifest error, any such certificate shall be conclusive as to
the amount shown thereon if determined on a reasonable basis.

          Section 2.14.  Regulatory Changes Affecting Capital.  If,
as a result of any Regulatory Change, the amount of capital required or
expected to be maintained by any Bank is increased by or based upon the
existence of its Commitment and other commitments of similar type, then,
and in any such case:

          (a)  The Administrative Agent shall promptly notify Borrower
of the happening of the above described event; and

          (b)  Borrower shall pay to such Bank on demand as additional
compensation, such amount as will compensate the Bank in the light of
such circumstances, to the extent that the Bank reasonably determines
such increase in capital to be allocable to the existence of the Bank's
Commitment or the making or maintaining of the Revolving Loans hereunder;
provided, that, Borrower may, not later than thirty (30) days after
Borrower's receipt of such notice from the Bank, replace such Bank as a
party to this Agreement with one or more banks or financial institutions. 
Upon notice from Borrower to any Bank referred to in the proviso to the
immediately preceding sentence, such Bank shall assign its Revolving
Loans, Note and Commitment to such replacement banks or other financial
institutions for a purchase price equal to the principal amount of the
Revolving Loans so assigned, all accrued and unpaid interest thereon and
its ratable share of all fees to which it is entitled, pursuant to a form
of assignment acceptable to such Bank and such assignee(s).  Any such
assignment shall have the effects specified in Section 8.08(c). 

          A certificate as to the additional compensation believed to
be owing to the Banks from any Regulatory Change shall be submitted by
the Administrative Agent to Borrower along with its notification under
Section 2.14(a) above.  In determining the additional compensation
hereunder, the Banks may use any reasonable averaging and attribution
methods.  In the absence of manifest error, the certificate shall be
conclusive as to the amount shown thereon if determined on a reasonable
basis.

          The additional compensation shall be payable in arrears in
quarterly installments on the last Business Day of each March, June,
September, and December, commencing on the last day of such quarter
following a Regulatory Change.  The additional compensation shall be
calculated for the actual number of days elapsed on the basis of a year
of 360 days.

          Section 2.15.   Limitation on Types of Advances.  If, on or
prior to the determination of any interest rate for any LIBOR Advance for
any Interest Period, any Bank reasonably and in good faith determines
that deposits in Dollars comparable to the amount and for the Interest
Period of that Advance are not available in the London interbank
eurodollar market, or that, by reason of circumstances affecting the
London interbank eurodollar market, adequate and reasonable means do not
exist for ascertaining the interest rate applicable to that Interest
Period, or that the making or funding of LIBOR Advances has become
impracticable, the Administrative Agent shall give Borrower prompt notice
thereof, and so long as that condition remains in effect, such Bank shall
be under no obligation to make, or to convert other Advances into,
Advances of the type affected, and Borrower shall, on the later of (a)
the last day of the then current Interest Period for the affected
Advance, or (b) seven (7) Banking Days after receipt of the
Administrative Agent's notice, either notify such Bank and thereafter
prepay the Advance in accordance with Section 2.06 of this Agreement, or
notify such Bank and thereafter convert the Advance into another type or
types of Advance(s) in accordance with Section 2.12 of this Agreement
(subject, in either case, to Section 2.18 of this Agreement).

          Section 2.16.   Illegality.  In the event that it becomes
unlawful for any Bank to (a) honor its obligations to make any LIBOR
Advance, or (b) maintain any LIBOR Advance, the Administrative Agent
shall promptly notify Borrower thereof and such Bank's obligation to make
the affected type of Advance and to convert other types of Advances into
that type of Advance shall be suspended until such time as such Bank may
again legally make and maintain the affected type of Advance, and
Borrower shall, on the last day of the then current Interest Period for
that Advance (or on such earlier date as the Administrative Agent may
specify to Borrower), either notify such Bank and thereafter prepay the
Advance in accordance with Section 2.06 of this Agreement or notify such
Bank and thereafter convert the Advance into another type or types of
Advance(s) in accordance with Section 2.12 of this Agreement (subject, in
either case, to Section 2.18 of this Agreement).  

          Section 2.17.   Pro Rata Treatment.   All borrowings,
conversions and repayments shall be effected so that after giving effect
thereto each Bank will have a pro rata share (according to the proportion
its Commitment bears to the Aggregate Commitment) of all Advances. 
Notwithstanding a Bank's determination not to fund its share of a LIBOR
Advance pursuant to the terms of Section 2.14 and Section 2.15, such Bank
shall (if requested by Borrower in accordance with the terms of this
Agreement) be required to fund its share of such Advance as a Base Rate
Advance. 

          Section 2.18.  Funding Losses.  Borrower hereby agrees
that upon demand by any Bank (which demand shall be accompanied by a
statement setting forth the basis for the calculations of the amount
being claimed, a copy of which shall be furnished to the Administrative
Agent) Borrower will indemnify such Bank against any net loss or expense
which such Bank may sustain or incur (including, without limitation, any
net loss or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Bank to fund or maintain any
portion of a LIBOR Advance) as reasonably determined by such Bank, as a
result of (a) any payment or prepayment or conversion of any LIBOR
Advance of such Bank on a date other than the last day of an Interest
Period, including mandatory prepayments required by pursuant to Section
2.19 of this Agreement and any prepayment required by reason of
acceleration by such Bank pursuant to Section 6.02 of this Agreement, or
(b) any failure of Borrower to borrow or convert any Revolving Loans on a
date specified therefor in an Advance Request or in a notice of
conversion pursuant to Section 2.12 of this Agreement (other than as a
result of a default by such Bank or the Administrative Agent).  For this
purpose, all notices to the Administrative Agent pursuant to this
Agreement shall be deemed to be irrevocable.

          Section 2.19.  Mandatory Payments.  If at any time (including
by reason of reductions of the Aggregate Commitment resulting from
application of Stepdowns pursuant to the terms of Section 2.08 of this
Agreement), the sum of the principal balance of the Revolving Loans
outstanding at such time, exceeds the Aggregate Commitment, Borrower
shall immediately pay to the Administrative Agent for application against
the Revolving Loans, such principal amount as is necessary to reduce the
outstanding principal balance thereof to the Aggregate Commitment.  If an
Event of Default or an Unmatured Event of Default has occurred and is
continuing and the Administrative Agent shall have notified the Borrower
of its election to take any action specified in Section 6.02 of this
Agreement, the Aggregate Commitment and each Bank s Commitment shall
automatically reduce to $0 without any further action on the part of or
the giving of notice to Borrower. 

                                ARTICLE III

                           Conditions of Lending

          Section 3.01.  Conditions Precedent to initial Advance. 
Unless the Required Banks otherwise consent in writing, the obligation of
the Banks to make the initial Advance is subject to performance by
Borrower of all of its obligations under this Agreement and to the
satisfaction of the conditions precedent that all legal matters
incidental to the Advance shall be satisfactory to counsel for the Banks
and that the following conditions shall be met:

          (a)  General.  All documents and legal matters relating to
the Revolving Credit Facility hereunder and all proceedings to be taken
on or prior to the Closing Date in connection with the performance of
this Agreement shall be satisfactory in form and substance to
Administrative Agent, and Administrative Agent shall have received copies
of all such documents and other evidence as it may reasonably require or
request in order to establish and confirm that all necessary proceedings
in connection with the Revolving Credit Facility contemplated by this
Agreement have been taken.

          (b)  No Material Adverse Changes/No Event of Default.  As of
the date of such initial Advance (i) there shall not have been any
material adverse change in the assets or condition (financial or
otherwise) of Borrower, as such assets or conditions are reflected in the
Financial Statements which have been provided to the Administrative Agent
in connection with Borrower's application for the Revolving Credit
Facility, and (ii) no Event of Default or Unmatured Event of Default
shall have occurred and shall then be continuing on such date or will
occur after giving effect to such initial Advance.

          (c)  Conditions Precedent.  On or prior to the Closing Date,
Administrative Agent shall have received:

               (1)  Revolving Notes.  Revolving Notes, duly executed
     by Borrower to each of the Initial Banks.    

               (2)  Financial Projections.  Consolidated financial
     projections of Borrower and its Subsidiaries for five (5) years,
     beginning with calendar year 1997, which consolidated financial
     projections shall be satisfactory in all respects to the Initial
     Banks and the Agents.

               (3)  No Material Restrictions on Dividends.  Evidence
     required by the Administrative Agent and the Initial Banks which
     establishes to their satisfaction that  there are no material
     restrictions or limitations on, or covenants which materially
     prohibit or otherwise limit, any of the Material Subsidiaries from
     declaring or paying cash dividends to Borrower which are otherwise
     permitted by applicable law.  

               (4)  Certificate of Existence.  A Certificate of
     Existence from the Secretary of State of Indiana, dated not more
     than five (5) days before the Closing Date, stating that Borrower
     is duly organized and existing under the laws of the State of
     Indiana.

               (5)  Articles of Incorporation/By-laws.  Certified
     copies of Borrower's Articles of Incorporation and By-Laws, each as
     amended and in effect as of the Closing Date.

               (6)  Secretary s Certificate.  A written certificate
     of the Secretary of Borrower as to the names and signatures of the
     officers of Borrower authorized to sign this Agreement, the
     Revolving Notes and other Loan Documents.

               (7)   Opinion of Counsel.  A favorable opinion of
     Barnes & Thornburg, counsel to Borrower, in form and substance the
     same as attached to this Agreement and made a part hereof for all
     purposes as Exhibit E.

               (8)  Payment of Fees.  Payment to the Administrative
     Agent and the Banks of any unpaid fees specified in this Agreement
     as being payable on or before the Closing Date and the legal fees
     of the Administrative Agent and the Initial Banks, together with
     any other unpaid fees and expenses owed to the Initial Banks on or
     before the Closing Date pursuant to the fee letter agreement, dated
     February 21, 1997, between the Initial Banks and Borrower.

               (9)  Corporate Resolutions/Authorization.  Evidence
     required by the Administrative Agent and the Initial Banks which
     establishes to their satisfaction that Borrower has the authority
     to enter into this Agreement and that all Loan Documents executed
     in connection with the Revolving Loans will be valid and binding
     obligations of Borrower, fully enforceable in accordance with their
     respective terms under applicable law.  Such evidence shall
     include, without limitation, the opinion of counsel referenced in
     Section 3.01(c)(7) of this Agreement, resolutions of the board of
     directors of Borrower and a certificate of the Secretary of
     Borrower certifying the same.

               (10) Advance Request.  An appropriate Advance Request.
 
               (11) Miscellaneous.  Such other documents and
     instruments, including, without limitation, insurance policies,
     certificates of insurance and affidavits, as the Administrative
     Agent reasonably shall request.

          (d)  Representations and Warranties.  On the Closing Date
and at the time of giving each Advance Request, the representations and
warranties of Borrower contained in Article IV of this Agreement or in
any document delivered to Administrative Agent or the Banks under this
Agreement shall be true and correct in all material respects on and as of
such time with the same effect as though such representations and
warranties had been made on and as of such time, except to the extent
that such representations and warranties expressly relate to an earlier
date.

          Section 3.02.  Conditions Precedent to Subsequent Advances. 
Unless the Required Banks otherwise consent in writing, the obligation of
the Banks to make any Advance after the initial Advance shall be subject
to the fulfillment at or prior to the time of the making of such Advance
of each of the following conditions:

          (a)  Representations and Warranties.  The representations
and warranties contained in this Agreement shall each be true and correct
in all material respects at and as of such time, as though made at and as
of such time and each of the Loan Documents shall be in full force and
effect.  Each Advance Request submitted by Borrower to the Administrative
Agent shall be deemed to constitute a representation and warranty by
Borrower to the Agents and the Banks to the effect of subsections (a) and
(b) of this Section 3.02 as of the date of such Advance Request, and the
acceptance by Borrower of each Advance shall be deemed to constitute a
representation and warranty by Borrower to the Agents and the Banks to
the effect of subsections (a) and (b) of this Section 3.02 as of the date
of acceptance of such Advance.

          (b)  No Material Adverse Changes/No Event of Default.  (i)
There shall not have been any material adverse change in the assets or
condition (financial or otherwise) of Borrower at and as of such time, as
such assets or conditions are reflected in the Financial Statements which
have been most recently provided to the Administrative Agent pursuant to
Section 5.01(p)(2) of this Agreement, and (ii) no Event of Default or
Unmatured Event of Default shall have occurred and shall then be
continuing at and as of such time, or will occur after giving effect to
such Advance. 

          (c)  Advance Request.  The Administrative Agent shall have
received an appropriate Advance Request and, together with such other
instruments and documents as the Administrative Agent may reasonably
request in connection therewith, and all such instruments and documents
shall be reasonably satisfactory in form and substance to Agent.

          (d)   Additional Revolving Notes.  The Administrative Agent
shall have received all new or replacement Revolving Notes, if any,
required to be executed and delivered by Borrower to any Banks in
connection with such Advance.


                                ARTICLE IV

                      Representations and Warranties

          Section 4.01.   Representations and Warranties of Borrower. 
Borrower represents and warrants to the Banks and the Agents, after
giving effect to the Revolving Loans and the application of the proceeds
thereof (which representations and warranties shall survive the making of
the Revolving Loans) as follows:

          (a)  Organization and Existence.  Each of Borrower and the
Material Subsidiaries is a corporation, duly organized and validly
existing under the laws of the state of its incorporation and is duly
qualified to do business in all jurisdictions in which such qualification
is required, except where failure to so qualify would not have a Material
Adverse Effect and has all requisite power and authority to conduct its
business, to own its properties and to execute and deliver, and to
perform all of its obligations under the Loan Documents to which it is a
party.

          (b)  Authorization and Absence of Defaults.   The execution,
delivery to the Banks and the Agents and performance by Borrower of the
Loan Documents have been duly authorized by all necessary corporate and
governmental action and do not and will not (i) require any consent or
approval of the shareholders or board of directors of Borrower or any of
the Material Subsidiaries which has not been obtained, (ii) violate any
provision of any law, rule, regulation (including, without limitation,
Regulations U and X of the Board of Governors of the Federal Reserve
System), order, writ, judgment, injunction, decree, determination or
award presently in effect having applicability to Borrower or any of the
Material Subsidiaries, or the Articles of Incorporation or Bylaws, where
applicable, of Borrower or any of the Material Subsidiaries, (iii) result
in a material breach of or constitute a material default under any
indenture or loan or credit agreement or any other agreement, lease or
instrument to which Borrower or any of the Material Subsidiaries is a
party or by which it or its properties may be bound or affected, except
where the failure to be in compliance would not have a Material Adverse
Effect, or (iv) result in, or requires the creation or imposition of any
Lien on any of the properties or revenues of Borrower or any of the
Material Subsidiaries.  Each of Borrower and the Material Subsidiaries is
in compliance with each law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or any such indenture, loan or
credit agreement, or other agreement, lease or instrument described in
this Section 4.01(b), except where the failure to be in compliance would
not have a Material Adverse Effect.

          (c)   Acquisition of Consents.  No authorization, consent,
approval, license or exemption of, or filing or registration with, any
court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign (including without limitation any
authorization, consent, approval, license or exemption of, or filing with
any regulatory authority having jurisdiction) is or will be necessary to
the valid execution and delivery to the Banks and the Agents or
performance by Borrower of any Loan Documents.

          (d)  Validity and Enforceability.  This Agreement is, and
each of the other Loan Documents when delivered hereunder will be, the
legal, valid and binding obligations of Borrower enforceable against
Borrower in accordance with their respective terms, except to the extent
enforceability thereof is limited by bankruptcy, insolvency or other laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity.

          (e)  Financial information.  All Financial Statements and
other financial data which have been or will be furnished to the Banks
and the Agents by Borrower and the Material Subsidiaries are, and will
be, true and correct and reflect, or will reflect when delivered in the
future, fairly the financial condition of Borrower and the Material
Subsidiaries and have been, or will be, prepared in accordance with GAAP
consistently applied except for changes as required by GAAP.  Borrower
and the Material Subsidiaries have no contingent liabilities, liabilities
for taxes, unusual forward or long term commitments outside the ordinary
course of business, or unrealized or anticipated losses from any
unfavorable commitments which are material with respect to the financial
condition, affairs, prospects or business of Borrower and the Material
Subsidiaries except as reflected or provided for in such Financial
Statements.

          (f)  No Litigation. There are no actions, suits or
proceedings pending or, to the knowledge of Borrower, threatened against
or affecting Borrower or any Material Subsidiary or any of its or their
properties before any court or governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, which if
determined adversely to Borrower or any Material Subsidiary would draw
into question the legal existence of Borrower and/or the validity,
authorization and/or enforceability of the Loan Documents and/or any
provision thereof and/or could have a Material Adverse Effect.

          (g)   Regulation U.   Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying
Margin Stock.  Borrower does not own and does not have any present
intention of acquiring any Margin Stock, excepting only (i) any Margin
Stock issued by Borrower ("IPALCO Stock"), and (ii) any Margin Stock
issued by Persons other than Borrower or any of its Subsidiaries which is
owned or acquired by Borrower and which does not at any time while owned
by Borrower exceed in the aggregate a fair market value of $10,000,000
("Permitted Margin Stock").  Neither Regulation U nor Regulation G are
applicable to any of the Revolving Loans and this Agreement does not
violate any other regulation of the Board of Governors of the Federal
Reserve System or the Securities and Exchange Act of 1934, as amended, or
any rules or regulations promulgated under said regulations or said
statute.

          (h)   Absence of Adverse Agreements.  Neither Borrower nor
any of the Material Subsidiaries is a party to any indenture, loan or
credit agreement or any lease or other agreement or instrument or subject
to any corporate or partnership restriction which would alter the manner
in which Borrower or any of the Material Subsidiaries does business and
which would have a Material Adverse Effect.

          (i)   Taxes.   Borrower and the Material Subsidiaries have
filed all tax returns (Federal, state and local) required to be filed and
paid all taxes shown thereon to be due, including interest and penalties,
or provided adequate reserves for payment thereof in accordance with
GAAP.

          (j)   Accuracy of Representations and Warranties.  None of
Borrower's representations or warranties set forth in this Agreement or
in any document or certificate taken together with any related document
or certificate furnished pursuant to this Agreement or in connection with
the transactions contemplated hereby contains or will contain any untrue
statement of a material fact or omits or will omit to state a material
fact necessary to make any statement of fact contained herein or therein,
in light of the circumstances under which it was made, not misleading,
except that unless provided otherwise any such document or certificate
which is dated speaks as of the date stated and not the present.

          (k)   Investment Company Act.  Borrower is not an
"investment company" or a company "controlled" by an "investment company"
as such terms are defined in the Investment Company Act of 1940, as
amended.

          (l)   Solvency.  After giving effect to the consummation of
the Revolving Loans as of the time this representation and warranty is
given, Borrower (a) will be able to pay its debts as they become due, (b)
will have funds and capital sufficient to carry on its business and all
businesses in which it is about to engage, and (c) will own property
having a value both at fair valuation and at fair saleable value in the
ordinary course of Borrower's business greater than the amount required
to pay its Debt, including, for this purpose, unliquidated and disputed
claims.  Borrower will not be rendered insolvent by the execution and
delivery of this Agreement and the consummation or performance of any
transactions contemplated herein.

          (m)   Licenses, Registrations, and Compliance with Laws.  To
the best of Borrower's knowledge, each of Borrower and the Material
Subsidiaries has all permits, governmental licenses, registrations, and
approvals material to carrying out its businesses as presently conducted
and as required by law (including, without limitation, FPA, PUHCA, 
IPSCA and Environmental Laws) or the rules and regulations of any
federal, foreign, governmental, state, county, or local association,
corporation, or governmental agency, body, instrumentality, or commission
having jurisdiction over Borrower or any of the Material Subsidiaries,
including, but not limited to, United States Environmental Protection
Agency, the United States Department of Labor, the United States
Occupational Safety and Health Administration, the United States Equal
Employment Opportunity Commission, and analogous and related state and
foreign agencies.  There is no violation or failure of compliance or
allegation of such violation or failure of compliance on the part of
Borrower or any of the Material Subsidiaries with any of the foregoing
permits, licenses, registrations, approvals, rules or regulations, except
where the violation or failure of compliance would not have a Material
Adverse Effect.  There is no action, proceeding, or investigation pending
or, to the knowledge of Borrower, threatened, except where such action,
proceeding or investigation, if adversely determined, would not have a
Material Adverse Effect, nor has Borrower or any of the Material
Subsidiaries received any notice thereof which might result in the
termination or suspension of any of the foregoing permits, licenses,
registrations, approvals, rules or regulations, except where the
termination or suspension would not have a Material Adverse Effect.

          (n)   Principal Place of Business; Books and Records. 
Borrower's chief executive office is located at Borrower's address set
forth beneath its signature hereto.  All of Borrower's books and records
are kept at such address.

          (o)  Title to Assets and Properties.  Each of Borrower and
the Material Subsidiaries has good and marketable title to all of its
properties and assets owned as of the Closing Date and to all properties
and assets acquired by Borrower or the Material Subsidiaries hereafter
except such imperfections in title, if any, that do not materially
interfere with the present or proposed use of such property or otherwise
materially impair business operations.

          (p)  Material Adverse Change.   There has been no material
adverse change in the condition, financial or otherwise, of any of
Borrower or the Material Subsidiaries from the date of the Financial
Statements and other financial data dated December 31, 1996, provided to
the Banks, up to and including the Closing Date.

          (q)  Employee Benefit Plans.   Each employee benefit plan as
to which Borrower or any of the Material Subsidiaries may have any
liability complies in all material respects with all applicable
requirements of law and regulations, and (i) to the best of Borrower's
knowledge, no Reportable Event has occurred with respect to any such
plan, (ii) neither Borrower nor any of the Material Subsidiaries has
withdrawn from any such plan and (iii) no such plan has been terminated.

          (r)  Public Utility Holding Company Act.  Borrower is a
"holding company", as such term is defined in PUHCA, but Borrower and the
Material Subsidiaries are exempt from all provisions of PUHCA and all
rules thereunder, except Sections 9(a)(2) and 16 thereof, by virtue of
having duly filed with the Securities and Exchange Commission one or more
exemption statements pursuant to Section 3(a)(1) of PUHCA and pursuant to
Rule 2 of the Securities and Exchange Commission and, to the best of
Borrower's knowledge, no proceedings to revoke or modify such exemption
have been instituted or are pending.   

          (s)  Environmental Matters.  To the best of Borrower's
knowledge:  

               (1)  all facilities and property (including underlying
     groundwater) owned or leased by Borrower or any of the Material
     Subsidiaries have been, and continue to be, owned or leased by
     Borrower and such Material Subsidiaries in material compliance with
     all applicable Environmental Laws;

                (2) there have been no past, and there are no pending
          or threatened

                    (i)  claims, complaints, notices or requests for
          information received by Borrower or any of the Material
          Subsidiaries with respect to any alleged violation of any
          Environmental Law which, individually or in the aggregate,
          have, or are reasonably expected to have, a Material Adverse
          Effect, or

                    (ii)  complaints, notices or inquiries to the
          Company or any of the Material Subsidiaries regarding
          potential liability under any Environmental Law which,
          individually or in the aggregate, have, or are reasonably
          expected to have, a Material Adverse Effect;

               (3)  There have been no Releases of Hazardous
     Materials at, on or under any property now or previously owned or
     leased by Borrower or any of the Material Subsidiaries that, singly
     or in the aggregate, have had, or may reasonably be expected to
     have, a Material Adverse Effect;

               (4)  Borrower and the Material Subsidiaries have been
     issued and are in material compliance with all permits,
     certificates, approvals, licenses and other authorizations relating
     to environmental matters and necessary or desirable for their
     businesses;

               (5)   no property now or previously owned or leased by
     Borrower or any of the Material Subsidiaries is listed or (with
     respect to owned property only) proposed for listing on the
     National Priorities List pursuant to CERCLA, on the CERCLIS or on
     any similar state list of sites requiring investigation or clean-
     up; and

               (6)  there are no underground storage tanks, active or
     abandoned, including petroleum storage tanks, on or under any
     property now or previously owned or leased by Borrower or any of
     the Material Subsidiaries that, singly or in the aggregate, have
     had, or may reasonably be expected to have, a Material Adverse
     Effect.

          (t)  Pari Passu Debt.  The Debt evidenced by the Revolving
Notes ranks at least pari passu with all other unsecured Debt of the
Borrower.


                                 ARTICLE V

                           Covenants of Borrower

          Section 5.01.   Affirmative Covenants of Borrower.   Unless
the Required Banks shall otherwise consent in writing, from and after the
Closing Date and until all of the Revolving Loans and other Obligations
are fully paid and all Commitments are terminated, Borrower shall, and
shall cause each of its Subsidiaries (except that Sections 5.1(b),(f) and
(n) below shall not apply to Subsidiaries which are not Material
Subsidiaries):

          (a)  Payment of Taxes.     Pay and discharge all taxes and
assessments and governmental charges or levies imposed upon its income or
profits, or upon any properties belonging to it, prior to the date on
which penalties attach thereto, and all lawful claims for the same which,
if unpaid, might become a Lien upon any of its properties, provided that
(unless and until foreclosure, restraint, sale or any similar proceeding
shall have been commenced) Borrower and its Subsidiaries shall not be
required to pay any such tax, assessment, charge, levy, or claim which is
being contested in good faith and by proper proceedings and for which
proper reserves or other provisions have been made in accordance with
GAAP.

          (b)  Preservation of Existence.     Preserve and maintain in
full force and effect its legal existence, rights, and privileges in the
jurisdiction of its organization, preserve and maintain all licenses,
governmental approvals, trademarks, patents, trade secrets, copyrights
and trade names owned or possessed by it and which are necessary or, in
its reasonable business judgment, desirable in view of its business and
operations or the ownership of its properties and qualify or remain
qualified as a foreign corporation in each jurisdiction in which such
qualification is necessary or, in Borrower's reasonable business
judgment, desirable in view of its business and operations and ownership
of properties. 

          (c)  Compliance with Laws.   Comply with the requirements of
all present and future applicable laws (including, without limitation,
FPA, IPSCA, PUHCA and Environmental Laws), rules, regulations and orders
of any governmental authority having jurisdiction over it and/or its
business, except where the failure to comply would not have a Material
Adverse Effect.

          (d)  Examination/Access to Premises and Records.   Permit,
at any reasonable time and from time to time, the Banks or any agents or
representatives thereof (including, without limitation, the
Administrative Agent), to examine and make copies of and abstracts from
the records and books of account of, and visit the properties of Borrower
and its Subsidiaries, to discuss the affairs, finances and accounts of
Borrower and its Subsidiaries with any of its officers or employees
designated by Borrower for such purposes and/or any independent certified
public accountant of Borrower, and permit, at any reasonable time and
from time to time, the Banks or any agents or representatives thereof
(including without limitation the Administrative Agent), to enter and
inspect the properties of Borrower and its Subsidiaries and their
respective operations.

          (e)   Keeping of Records and Books of Account.  Keep
adequate records and books of account reflecting all financial
transactions to the best of Borrower's knowledge, in which complete
entries will be made, and maintain a standard system of accounting, all
in accordance with GAAP and with applicable requirements of any
governmental authority having jurisdiction over Borrower or the
applicable Subsidiary.

          (f)  Maintenance of Properties.  Maintain and preserve all
of its properties necessary or useful in the proper conduct of its
business in good working order, repair and condition at all times,
ordinary wear and tear excepted, and not commit waste or allow waste to
be committed against its properties.

          (g)   Other Documents.  Except as otherwise required by this
Agreement, pay, perform and fulfill all of its obligations and covenants 
under each material document, instrument or agreement to which it is a 
party, including, without limitation, the IPL Mortgage and Deed of Trust to 
which IPL is a party, except where the failure to do so would not have a 
Material Adverse Effect.
 
          (h)   Environmental Liability.  (1) Conduct and complete all
investigations, studies, sampling and testing and all remedial, removal and 
other actions necessary to clean up and remove all Hazardous Materials on, 
from or affecting the property occupied, in compliance with or in accordance 
with all applicable laws, rules, regulations, orders and directives of all 
federal, state and local governmental authorities, and (2) defend, indemnify, 
and hold harmless the Administrative Agent, the Banks, their employees, 
agents, officers and directors, from and against any claims, demands, 
penalties, fines, liabilities, settlements, damages, costs or expenses
(including, without limit, reasonable attorney and consultant fees, 
investigation and laboratory fees, court costs and litigation expenses) of 
whatever kind or nature, known or unknown, contingent or otherwise, arising 
out of or in any way related to (i) the existing or future presence at, on, 
from or affecting any real estate owned by Borrower of any materials, 
pollutants, substances or wastes which are defined, determined, or identified 
as hazardous, toxic or otherwise environmentally degrading under any
Environmental Laws, (ii) the violation of any Environmental Laws concerning 
the generation, handling, storage, treatment or disposal of any such 
Hazardous Materials or (iii) the enforcement of this Section 5.01(h) or the 
assertion by Borrower of any defense to the obligations hereunder, whether 
any of such matters arise before or after the Closing Date, including without 
limitation, (A) the costs of removal of any and all Hazardous Materials, (B) 
additional costs required to take necessary precautions to protect against 
the Release of Hazardous Materials into the air, any body of water, any
other public domain or any surrounding areas and (C) costs incurred to 
comply with all applicable laws, orders, judgments or regulations with 
respect to Hazardous Materials.

          (i)  Additional Assurances.  From time to time hereafter, execute 
and deliver, or cause to be executed and delivered, such additional 
instruments, certificates and documents and take all such actions as the 
Administrative Agent or the Banks shall reasonably request for the purpose 
of implementing or effectuating the provisions of the Loan Documents and, 
upon the exercise by the Administrative Agent or the Banks of any power, 
right, privilege or remedy pursuant to the Loan Documents which requires
any consent, approval, registration, qualification or authorization of any 
governmental authority or instrumentality, exercise and deliver all 
applications, certifications, instruments and other documents and papers 
that the Administrative Agent or the Banks may be so required to obtain.   

          (j)   Purposes.   Use the proceeds of the Revolving Loans solely 
for the purposes permitted in Section 2.02(a) of this Agreement.

          (k)   ERISA Compliance.  Fulfill its obligations under minimum
funding standards of ERISA, with respect to any plan which is maintained by 
Borrower or pursuant to a collective bargaining agreement and which is 
covered by Title IV of ERISA and Borrower and each Subsidiary shall be in all 
material respects in compliance with ERISA and the Internal Revenue Code of 
1986, as amended, and shall not have incurred any material liability to the 
Pension Benefit Guaranty Corporation in respect thereto.

          (l)  Payment of Debt.  Pay, when due, all Debt of Borrower payable
to any Person, unless (i) payment of such Debt is being contested in good 
faith by appropriate proceedings diligently pursued, or (ii) nonpayment of 
such Debt is not an Event of Default under Section 6.01(f) of this Agreement.

          (m)  Ownership of Certain Subsidiaries.   Borrower shall at all 
times own, free and clear of any Liens, all of the issued and outstanding 
capital stock or other equity interest of (i) IPL, and (ii) any 
Disaggregation Subsidiary.

          (n)  Insurance.  In addition to any insurance required by any other
Loan Documents, without duplication, maintain such insurance as may be 
required by law and such other insurance, to such extent and against such 
hazards and liabilities, as is customarily maintained by companies similarly 
situated, and provide to the Administrative Agent a certificate of insurance 
from the insurer, for each such policy.

          (o)  Pari Passu Debt.  The Debt evidenced by the Revolving Notes at
all times shall rank at least pari passu with all other unsecured Debt of the 
Borrower.

          (p)  Reporting Requirements.  Furnish or cause to be furnished to 
the Administrative Agent:

               (1)  Event of Default.  As soon as possible and in any event
     upon acquiring knowledge of an Event of Default or an Unmatured Event of
     Default, continuing on the date of such statement, the written statement 
     of an officer of Borrower setting forth details of such Event of Default 
     or Unmatured Event of Default and the action which Borrower proposes to 
     take with respect thereto.

               (2)  Annual Statements.  As soon as available and in any event
     within one hundred and twenty (120) days after the close of each fiscal 
     year of Borrower, annual consolidated and consolidating Financial 
     Statements for Borrower and its Subsidiaries showing its financial 
     condition and results of operations as at the close of such fiscal year 
     and for such fiscal year, all prepared in accordance with GAAP, with the 
     audited consolidated Financial Statements of Borrower and its 
     Subsidiaries to be accompanied by an opinion of independent certified 
     public accountants of recognized national standing, which opinion shall 
     be without qualification and shall state that such audited Financial
     Statements present fairly the financial position of Borrower and its 
     Subsidiaries on a consolidated basis as of the date of such Financial 
     Statements and the results of its operations and changes in its financial 
     position for the period covered thereby, and that such Financial 
     Statements have been prepared in accordance with GAAP.

               (3)  Interim Quarterly Statements.  As soon as available and in
     any event within forty-five (45) days after the end of each fiscal 
     quarter ending after the Closing Date, unaudited consolidated and 
     consolidating Financial Statements for Borrower and its Subsidiaries 
     showing its and their financial condition and results of operations as 
     at, and for such fiscal quarter and year-to-date, all in reasonable 
     detail, and:  (i) with such consolidated Financial Statements being duly 
     certified to the Bank by Borrower's Chief Financial Officer or Controller 
     or Treasurer or Assistant Treasurer as fairly presenting the consolidated 
     financial position of Borrower and its Subsidiaries for the periods
     contained therein and as having been prepared in accordance with GAAP 
     (except for footnotes and year-end adjustments), and (ii) with such 
     consolidating Financial Statements being accompanied with a certification 
     to the Bank by Borrower's Chief Financial Officer or Controller or 
     Treasurer or Assistant Treasurer that nothing has come to the attention 
     of Borrower which would cause it to reasonably conclude that such 
     consolidating Financial Statements do not fairly present in all material 
     respects the consolidating financial position of each Subsidiary of 
     Borrower for the periods contained therein and as having been
     prepared in accordance with GAAP (except for footnotes and year-end
     adjustments), and (iii) with such consolidated Financial Statements to 
     include comparable prior year-to-date Financial Statements as at the end 
     of same fiscal quarter of the prior year.

               (4)  Officers  Certificate.  Simultaneously with the 
     furnishing of each of the Financial Statements of Borrower to be 
     delivered pursuant to Sections 5.01(p)(2) and 5.01(p)(3) of this 
     Agreement, an Officer's Certificate in form and substance the same as 
     attached hereto and made a part hereof for all purposes as Exhibit F 
     ("Officer's Certificate") executed by Borrower's President or Chief 
     Financial Officer or Treasurer or Assistant Treasurer or Controller
     which shall contain a statement to the effect that no Event of Default 
     or Unmatured Event of Default has occurred, without having been waived 
     in writing, or if there shall have been an Event of Default not 
     previously waived in writing pursuant to the provisions hereof, or an 
     Unmatured Event of Default, such Officer's Certificate shall disclose 
     the nature promptly after the commencement thereof, notice of all 
     material actions, suits, and proceedings before any court or 
     governmental department, commission, board, bureau, agency or 
     instrumentality, domestic or foreign, affecting Borrower or any
     Subsidiary;

               (5)  Litigation.  Promptly after the commencement thereto,
     notice of all actions, suits, and proceedings before any court or 
     governmental department, commission, board, bureau, agency or 
     instrumentality, domestic of foreign, which, if adversely determined, 
     could reasonably be expected to have a Material Adverse Effect.

               (6)  Material Adverse Change.  Prompt written notice of any
     material adverse change in the condition, financial or otherwise, of 
     Borrower and its Subsidiaries, when taken as a whole, and an explanation 
     thereof and of the actions Borrower proposes to take with respect thereto.

               (7)  Governmental Authority Notices.  Immediately, copies of
     any and all notices, correspondence, warnings, guidance or other written
     materials specifically directed at Borrower or any Subsidiary which have 
     a material impact on Borrower's ability to carry out its businesses as 
     presently conducted and which include, but shall not be limited to, any 
     directives, compliance requirements or enforcement requirements received 
     from any governmental authority in connection with the property owned or 
     leased by Borrower or any Subsidiary, the substances contained therein, 
     or the equipment or operations of Borrower or any Subsidiary in 
     connection therewith. 

               (8)  Change of Name.  Promptly and in event within five (5)
     days thereafter, written notice of any change in the name of Borrower.

               (9)  Rating Change.  Written notice immediately upon the
     occurrence thereof of any change in the Moody's Rating or S&P Rating (as 
     such terms are defined on Exhibit A attached to this Agreement and made 
     a part hereof for all purposes):  (i) of Borrower; and (ii) of IPL, if 
     there is neither a Moody's Rating or S&P Rating (as such terms are 
     defined on Exhibit A attached to this Agreement and made a part hereof 
     for all purposes) of Borrower in effect.

               (10) Miscellaneous.  Such other information respecting the
     business, properties, or the condition or operations, financial or 
     otherwise, of Borrower and its Subsidiaries as the Administrative Agent 
     or the Banks may, from time to time, reasonably request. 

          (q)  Financial Covenants. 

               (1)  Quarterly Debt to Capital Ratio.  As of the close of the
     fiscal quarter of Borrower ending immediately prior to the Closing Date,
     Borrower and its Subsidiaries, on a consolidated basis, shall have a Debt 
     to Capital Ratio not to exceed 0.73:1.00.  As of the close of each fiscal 
     quarter of Borrower ending after the Closing Date, Borrower and its 
     Subsidiaries, on a consolidated basis, shall have a Debt to Capital Ratio 
     not to exceed the ratio shown for each such quarter on Exhibit G attached 
     to this Agreement.
     
               (2)  EBIT to Interest Expense Ratio.  As of the close of each
     fiscal quarter of Borrower ending after the Closing Date, Borrower and 
     its Subsidiaries, on a consolidated basis, shall have, for the period of 
     the four consecutive fiscal quarters which end on each such close, an 
     EBIT to Interest Expense Ratio of not less than 2.50:1.00, provided that, 
     prior to the close of the first four fiscal quarters of Borrower ending 
     after the Closing Date, the EBIT to Interest Expense Ratio shall be 
     measured on a rolling four quarter basis, with EBIT being determined on 
     the basis of the actual fiscal quarters of Borrower closing after the 
     Closing Date, plus EBIT for the applicable additional fiscal quarters of 
     Borrower closing before the Closing Date, but with Interest Expense
     being measured and annualized on the basis of actual fiscal quarters 
     of Borrower closing after the Closing Date.

          Section 5.02.   Negative Covenants of Borrower.   Without the prior
written consent of the Required Banks, from and after the Closing Date and 
until all of the Revolving Loans and other Obligations are fully paid and 
all Commitments are terminated, Borrower shall not, and shall not permit any 
of its Subsidiaries to (except that Section 5.02(d) below shall not apply to 
Subsidiaries which are not Material Subsidiaries): 

          (a)  No Additional Debt.  Create, incur, assume or suffer to exist 
any Debt which, upon being incurred, would result in a violation by Borrower 
of Section 5.01(q)(1) of this Agreement.   Debt incurred during any fiscal 
quarter of Borrower which was not outstanding as of the close of the 
immediately preceding fiscal quarter of Borrower shall, solely for the 
purposes of determining compliance with this Section 5.02(a), be deemed to 
have been incurred on the last day of such immediately preceding fiscal 
quarter of Borrower.

          (b)  Restrictions on Subsidiary Payments.  Cause or permit any
Subsidiary to, enter into any agreement or arrangement restricting the 
ability of the Subsidiary to pay dividends or make cash advances or other 
payments of any nature to Borrower, other than any (i) existing limitations 
and restrictions in the Articles of Incorporation of IPL or in the IPL 
Mortgage and Deed of Trust as of the Closing Date, and (ii) credit or Debt 
agreements with third party creditors which preclude payment of dividends 
by the obligor-Subsidiary upon the occurrence of a default under the 
agreement.

          (c)  Negative Pledge.  Create or permit any Lien upon any property 
or assets (other than Margin Stock) of Borrower, except with the consent of 
the Required Banks.

          (d)  Mergers, Acquisitions, Divestitures and Stock Redemptions.
Consummate any mergers, acquisitions, divestitures (including a disposition 
of all or any significant part of its assets to any Person) or stock 
redemptions to the extent that, upon closing or consummation thereof, there 
would exist an Event of Default or Unmatured Event of Default.

          (e)  Judgments.  Permit any uninsured judgment for the payment of
money or monetary penalty rendered against it in any judicial or 
administrative proceeding to remain unsatisfied for a period in excess of 
forty-five (45) days, unless such judgment or penalty is being contested in 
good faith by appropriate proceedings and execution upon such judgment has 
been stayed, and unless such reserve as is required under GAAP has been 
established with respect thereto, unless such judgement does not constitute 
an Event of Default under Section 6.01(d) of this Agreement.

          (f)  Limitation on Cash Dividends or Distributions.  Declare or 
pay any dividends on its capital stock in cash or redeem, call, repurchase, 
or otherwise acquire or retire any of its capital stock for cash, or make 
any other cash payment or distribution with respect to its capital stock at 
any time an Event of Default or Unmatured Event of Default exists and remains 
uncured or if such payment would cause an Event of Default or Unmatured 
Event of Default to occur.

          (g)  Change in Nature of Business.  Make any material change in 
the nature of its business.

          (h)  Regulation U.  Own any Margin Stock (other than IPALCO Stock
held by Borrower held as treasury stock and other than Permitted Margin 
Stock), or allow or cause any of the capital stock of any of its Subsidiaries 
to become Margin Stock.  If for any reason any provision of Regulation U is 
deemed to apply to any of the Revolving Loans or this Agreement, Borrower 
will, and will cause its Subsidiaries to, take all actions reasonably 
required by the Administrative Agent and the Banks to comply with such 
provisions.


                                ARTICLE VI

                        Events of Default/Remedies

          Section 6.01.  Events of Default.  Each of the following events 
shall constitute an "Event of Default" for purposes of this Agreement and 
each such Event of Default shall be deemed to exist and continue so long as, 
but only so long as, it shall not have been remedied:

          (a)  Borrower shall fail to pay in full (i) any payment of 
principal of the Revolving Notes on the date such payment becomes due and 
payable (whether by acceleration or otherwise), or (ii) any payment of 
facility fees or interest due and payable under this Agreement or any of the 
other Loan Documents on the date such payment becomes due and payable by 
reason of acceleration, and otherwise within five (5) days after the date 
such payment becomes due and payable.
 
          (b)   Borrower or any Material Subsidiary shall make an assignment
for the benefit of creditors, or shall fail generally to pay its debts as 
they become due, or shall admit in writing its inability to pay its debts as 
they become due, or shall file a voluntary petition in bankruptcy, or shall 
file any petition or answer seeking any reorganization, arrangement, 
composition, adjustment, liquidation, dissolution or similar relief under 
the present or any future federal bankruptcy laws or other applicable
federal, state or other statute, law or regulation, or shall seek or consent 
to or acquiesce in the appointment of any trustee, receiver or liquidator of 
it or of all or any substantial part of its properties, or if corporate 
action shall be taken for the purpose of effecting any of the foregoing.

          (c)  To the extent not described in Section 6.01(b) of this 
Agreement: (i) Borrower or any Material Subsidiary shall be the subject of a 
bankruptcy proceeding, or (ii) any proceeding against Borrower or any 
Material Subsidiary seeking any reorganization, arrangement, composition, 
adjustment, liquidation, dissolution or similar relief under the present or 
any future federal bankruptcy law or other applicable federal, foreign, 
state or other statute, law or regulation shall be commenced, or (iii)
any trustee, receiver or liquidator of it or of all or any substantial part 
of any or all of the properties of Borrower or any Material Subsidiary shall 
be appointed without its consent or acquiescence; provided that, in any of 
the cases described above in this Section 6.01(c), such proceeding or 
appointment shall not be an Event of Default if Borrower or such Material 
Subsidiary shall cause such proceeding or appointment to be discharged, 
vacated, dismissed or stayed within sixty (60) days after commencement
thereof.

          (d)  Final judgment or judgments in the aggregate amount of Five
Million Dollars ($5,000,000) or more shall be rendered against Borrower or 
any Material Subsidiary and shall remain undischarged, unstayed or unpaid for 
an aggregate of sixty (60) days (whether or not consecutive) after entry 
thereof.

          (e)  Subject to the expiration of any applicable grace period 
default by Borrower or any Subsidiary in the payment when due, whether by 
acceleration or otherwise, of any Debt (excepting Debt of Mid-America Capital 
Resources, Inc. or any of its subsidiaries, if such Debt is not Debt of the 
Borrower) having an unpaid balance of more than $5,000,000, or default in 
the performance or observance of any obligation or condition with respect to 
any such Debt if the effect of such default is to accelerate the maturity of 
such Debt or to permit any holder thereof, or any trustee or agent for
any such holder, to cause such other Debt to become due and payable prior to 
its scheduled maturity, or results in the actual restriction of payment of 
dividends by any Subsidiary (excluding Mid-America Capital Resources, Inc. 
and its subsidiaries).

          (f)  Default by Borrower in the performance of any covenant or
condition contained in this Agreement or payment of any Debt to be observed 
or performed pursuant to the terms hereof after giving effect to any 
applicable grace period, other than a covenant or condition referred to in 
any other subsection of this Section 6.01 and such default shall continue 
unremedied or unwaived, (i) in the case of any covenant or condition 
contained in Section  5.01(p) of this Agreement, for ten (10) Banking Days, 
or (ii) in the case of any other covenant or condition for which no other
grace period is provided, for thirty (30) days, such grace period to be 
applicable only in the event the default of such other covenant or condition 
is curable within thirty (30) days. 

          (g)  Any of the representations and warranties made or deemed made
by Borrower to the Banks or the Agents or any of them pursuant to this 
Agreement or in any other Loan Document proves to have been false or 
misleading in any material respect when made.

          (h)  Any attachment of any deposits or other property of Borrower 
in the possession of any of the Banks or any attachment or any other property 
of Borrower, which shall not be discharged within thirty (30) days of the 
date of such attachment.

          (i)  With respect to any employee benefit plan as to which Borrower
or any Subsidiary may have any liability, there shall exist a deficiency of 
more than $1,000,000 in the plan assets available to satisfy the benefits 
guaranteeable under ERISA with respect to such plan, or such plan is 
terminated or Borrower or any Subsidiary withdraws from such plan, but only 
if, in the case of any withdrawal or termination, such withdrawal or 
termination is reasonably likely to have a Material Adverse Effect.

          (j)  Any Change of Control of Borrower. 

          Section 6.02.  Remedies of Banks.  Upon the occurrence and during 
the continuance of any one or more of the Events of Default, the Required 
Banks may, by notice to Borrower, declare the obligation of the Banks to 
make Revolving Loans to be terminated, whereupon the same shall immediately 
terminate and the Required Banks may, by notice to Borrower, declare the 
entire unpaid principal amount of the Revolving Loans and all fees and 
interest accrued and unpaid thereon and any and all other Obligations to be 
forthwith due and payable, whereupon the Revolving Loans and all such 
accrued fees and interest and other such Obligations shall become and be
immediately due and payable, without presentment, demand, protest or further 
notice of any kind, all of which are hereby expressly waived by Borrower; 
provided, however, that upon the occurrence of an Event of Default under 
Section 6.01(b) or (c) of this Agreement, all of the unpaid principal amounts 
of the Revolving Loans, all fees, and interest accrued and unpaid thereon and 
any and all other such Obligations shall thereupon be due and payable in full 
without any need for the Required Banks to make any such declaration or take 
any action and the Commitments shall simultaneously terminate.


                                ARTICLE VII

                                  Agents

          Section 7.12.  The Agents - In General.   This Article specifies 
rights and obligations among and between the Banks and the Agents.  Borrower 
acknowledges the existence of limitations in Agents' authority but shall be 
entitled to rely upon the authority of the Agents as conferred by this 
Section and otherwise specified in this Agreement.

          Section 7.13.  Appointment of Administrative Agent.  Each Bank 
hereby appoints and authorizes the Administrative Agent to act as its agent 
under this Agreement and the other Loan Documents to receive payments made in 
respect of the Revolving Notes and to have such powers as are specifically 
delegated to the Administrative Agent by the terms of this Agreement and the 
other Loan Documents, together with such other powers as are reasonably 
incidental thereto. 

          Section 7.14.  Powers and Immunities of Agents. 

          (a)  Powers.  The Agents shall have no rights or duties or
responsibilities except those expressly set forth in this Agreement and the 
other Loan Documents, and no Agent shall by reason of this Agreement or any 
of the other Loan Documents be a trustee or fiduciary for any Bank.  No Agent 
nor any of their respective directors, officers, agents or employees shall be 
responsible for any recitals, statements, representations or warranties 
contained in this Agreement or any other Loan Documents, or received by any 
of them under this Agreement or any other Loan Documents, or for the value, 
validity, effectiveness, genuineness, enforceability or sufficiency of this 
Agreement or any other Loan Documents or for any failure by Borrower to 
perform any of its obligations hereunder or thereunder.  The Administrative 
Agent may employ agents and attorneys and shall not be responsible, except as 
to money or securities received by it or its authorized agents, for the
negligence or misconduct of any such agents or attorneys selected by it with 
reasonable care.  No Agent nor any of their respective directors, officers, 
employees or agents shall be liable or responsible for any action taken or 
omitted to be taken by it to any other Agents, any Banks, Borrower, or any 
other Person under this Agreement or any other Loan Documents or in 
connection herewith, except for its or their own gross negligence or willful 
misconduct.  First Chicago Capital Markets, Inc., in its capacity as 
syndication agent for the Banks, shall not have any duties or 
responsibilities to Borrower or any of the Banks hereunder.

          (b)   Reliance by Administrative Agent.  The Administrative Agent
shall be entitled to rely upon any certification, notice or other 
communication (including any thereof by telephone, telex, telegram, cable or 
telecopy) received by it in connection with this Agreement or the other Loan 
Documents believed by it to be genuine and correct and to have been signed 
or sent by or on behalf of the proper Person or Persons, and upon advice and 
statements of legal counsel, independent accountants and other experts 
selected by Administrative Agent.  As to any matters not expressly provided 
for by this Agreement or the other Loan Documents, the Administrative Agent 
shall in all cases be fully protected in acting, or in refraining from 
acting, hereunder in accordance with instructions signed by the Required 
Banks, and such instructions and any action taken or failure to act pursuant 
thereto shall be binding on all of the Banks.

          (c)   Defaults. The Administrative Agent shall not be deemed to 
have knowledge of the occurrence of an Event of Default or Unmatured Event of 
Default (other than the non-payment of principal of or interest on the 
Revolving Notes or any other amounts payable under this Agreement) unless the 
Administrative Agent has received written notice or other written 
documentation from a Bank or from Borrower indicating that an Event of 
Default or Unmatured Event of Default has occurred.  In the event that the 
Administrative Agent received such a notice of the occurrence of an Event of 
Default or Unmatured Event of Default, the Administrative Agent shall give
prompt notice thereof to the Banks (and shall give each Bank prompt notice of 
each such non-payment).  The Administrative Agent shall (subject to Section 
7.14(g) of this Agreement) take such action with respect to such Event of 
Default or Unmatured Event of Default as shall be directed by the Required 
Banks.

          (d)  Rights as a Bank.  With respect to the Loan Documents, each of
Bank One, National City and First Chicago in its capacity as a Bank hereunder 
shall have the same rights and powers hereunder as any other Bank and may 
exercise the same as though it were not acting as an Agent, and its 
affiliates may (without having to account therefor to any Bank) accept 
deposits from, lend money to and generally engage in any kind of banking, 
trust or other business with Borrower as if it were not acting as 
Administrative Agent, and each of Bank One, National City and First Chicago
may accept fees and other consideration from Borrower for services in 
connection with this Agreement or otherwise without having to account for 
the same to the Banks except as specified herein.

          (e)   Indemnification. The Banks agree to indemnify the Agents (to 
the extent not reimbursed by Borrower) ratably in the proportion its 
Commitment bears to the Aggregate Commitment for any and all liabilities, 
obligations, losses, damages, penalties, actions, judgments, suits, costs, 
expenses or disbursements of any kind and nature whatsoever which may be 
imposed on, incurred by or asserted against the Agents in any way relating 
to or arising out of this Agreement or any other Loan Documents or the 
enforcement of any of the terms hereof or of any such other documents, 
provided that no Bank shall be liable for any of the foregoing to the extent
they arise from the gross negligence or willful misconduct of the applicable 
Agent.

          (f)   Non-Reliance on Agents and other Banks.  Each Bank agrees 
that it has, independently and without reliance on the Agents or any other 
Bank, and based on such documents and information as it has deemed 
appropriate, made its own credit analysis of Borrower and its decision to 
enter into this Agreement and that it will, independently and without 
reliance upon the Agents or any other Bank, and based on such documents and 
information as it shall deem appropriate at the time, continue to make its 
own analysis and decisions in taking or not taking action under this 
Agreement and the other Loan Documents.  No Agent shall be required to keep 
itself informed as to the performance or observance by Borrower of this 
Agreement or any other Loan Documents or to inspect the properties or books 
of Borrower unless an inspection of the properties or books is requested in 
writing by the Required Banks.

          (g)   Failure to Act.  Except for action expressly required of the
Administrative Agent hereunder, the Administrative Agent shall in all cases 
be fully justified in failing or refusing to act under this Agreement and the 
other Loan Documents unless it shall be indemnified to its satisfaction by 
the Banks against any and all liability and expenses which may be incurred 
by it by reason of taking or continuing to take any such action.

          (h)   Resignation or Removal of Administrative Agent.  Subject to 
the appointment and acceptance of a successor Administrative Agent as 
provided below, the Administrative Agent may resign at any time by giving 
notice thereof to the Banks and Borrower, and the Administrative Agent may be 
removed at any time with or without cause by the Required Banks.  Upon such 
resignation or removal, the Required Banks shall have the right to appoint a 
successor Administrative Agent.  If no successor Administrative Agent shall 
have been so appointed by the Required Banks or such successor shall not 
have accepted such appointment within thirty (30) days after the retiring 
Administrative Agent's giving of notice of resignation or after the removal 
of the Administrative Agent, then the retiring Administrative Agent may, on 
behalf of the Banks, appoint a successor Administrative Agent, which shall 
be a bank which has an office in the United States and having a combined 
capital and surplus of at least: Five Hundred Million Dollars 
($500,000,000.00).  Upon the acceptance of any appointment as Administrative 
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all 
the rights, powers, privileges and duties of the retiring Administrative 
Agent, and the retiring Administrative Agent shall be discharged from its 
duties and obligations as Administrative Agent under this Agreement and the 
other Loan Documents.  After any retiring Administrative Agent's resignation 
or removal hereunder as Administrative Agent, the provisions of this Section 
7.14 shall continue in effect for its benefit in respect of any actions 
taken or omitted to be taken by it while it was acting as Administrative 
Agent.


                               ARTICLE VIII

                               Miscellaneous

          Section 8.01.  Consent to Jurisdiction and Service of Process.  
EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, BORROWER
IRREVOCABLY:

          (A)   AGREES THAT ANY SUIT, ACTION OR OTHER LEGAL
PROCEEDING ARISING OUT OF THIS AGREEMENT, THE 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 

          (E)  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 AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS, OR THE PERFORMANCE AND SATISFACTION
BY ANY OF THE BANKS OR THE AGENTS HEREUNDER OR THEREUNDER.

          Section 8.02.  Rights and Remedies Cumulative.  No right or remedy
conferred upon or reserved to the Administrative Agent or the Banks in the 
Loan Documents is intended to be exclusive of any other right or remedy and 
every such right and remedy shall, to the extent permitted by law, be 
cumulative and in addition to every other right and remedy given under the 
Loan Documents or now or hereafter existing at law or in equity or otherwise.  
The assertion or employment of any right or remedy under this Agreement, or 
otherwise, shall not prevent the concurrent assertion or employment of any 
other appropriate right or remedy.

          Section 8.03.  Delay or Omission Not Waiver.  No delay in 
exercising or failure to exercise by the Administrative Agent or any Bank of 
any right or remedy under the Loan Documents shall impair any such right or 
remedy or constitute a waiver of any Event of Default or an acquiescence 
therein.  Every right and remedy given under the Loan Documents or by law to 
the Administrative Agent and the Banks may be exercised from time to time 
and as often as may be deemed expedient by the Administrative Agent or the 
Banks.

          Section 8.04.  Amendments.  Subject to the provisions of this 
Section, the Required Banks (or the Administrative Agent with the consent in 
writing of the Required Banks) and Borrower may enter into agreements 
supplemental hereto for the purpose or adding or modifying any provisions to 
the Loan Documents or changing in any manner the rights of the Banks or 
Borrower hereunder or waiving any Event of Default; provided, however, that 
no such supplemental agreement shall, without the consent of each Bank:

          (a)  Extend the maturity of any Revolving Loan or Revolving Note or
reduce the principal amount thereof, or reduce the rate or extend the time of 
payment of interest or fees hereunder or thereunder.

          (b)  Reduce the percentages specified in the definition of Required
Banks.

          (c)  Extend the Commitment Termination Date or increase the amount
of the Commitment of any Bank, or permit Borrower to assign its rights under 
this Agreement.

          (d)  Amend this Section 8.04.

No amendment of any provision of this Agreement relating to the 
Administrative Agent shall be effective without the prior written consent of 
the Administrative Agent.

          Section 8.05.  Addresses for Notices.  All notices, requests, 
demands and other communications provided for in this Agreement shall be in 
writing (including telecopied communication) and mailed, telecopied or 
delivered to the applicable party at its address shown beneath its signature 
hereto or, as to any party, at such other address as shall be designated by 
such party in a written notice to each other party complying as to the 
delivery with the terms of this section.  All such notices, requests, demands 
and other communications shall be effective when received; provided, however, 
that in the case of any notice, request, demand or other communication given 
via telecopier, notice shall not be effective when received unless an 
identical, originally executed version of such notice, demand, request or 
other communication shall be mailed to the applicable party that same day.

          Section 8.06.  Costs, Expenses and Taxes; Indemnification.  

          (a)  Borrower agrees to pay (without duplication), all of the 
following fees, costs and expenses incurred by the Banks or the Agents or 
any of them:  (i) all reasonable costs and expenses of the Initial Banks and 
the Agents incurred in connection with the negotiation, preparation, 
syndication, printing, typing, reproduction, execution, closing and delivery 
of the Loan Documents, and all investigation of and due diligence regarding 
Borrower and its Subsidiaries and any security for the Obligations undertaken
and performed with respect thereto, including without limitation the 
reasonable fees and out-of-pocket expenses of Messrs. Baker & Daniels, 
special counsel to the Administrative Agent, as well as the fees and out-of-
pocket expenses of other outside experts retained by the Initial Banks or the 
Agents or any of them in connection with the foregoing or in connection with 
the administration of this Agreement; (ii) all reasonable costs and expenses 
of the Agents incurred in connection with the negotiation, preparation, 
printing, typing, reproduction, execution and delivery of any amendments
or modifications of (or supplements to) any of the Loan Documents, and all
investigation of and due diligence regarding Borrower and its Subsidiaries, 
including without limitation the reasonable fees and out-of-pocket expenses 
of counsel retained by the Administrative Agent (or, but not as well as the 
reasonable allocated costs of staff counsel) as well as the fees and out-of-
pocket expenses of other counsel and other outside experts retained by the 
Agents or any of them in connection with the foregoing; (iii) all search and 
filing fees, expenses and taxes incurred by the Banks or the Agents
or any of them, if any; and (iv) all costs and expenses (including, without 
limitation, all reasonable attorneys' fees and expenses incurred by the Banks 
or the Agents or any of them), if any, incurred at any time an Unmatured 
Event of Default or Event of Default has occurred and remains unremedied or 
incurred in connection with the enforcement of this Agreement, any Revolving 
Note and any of the other Loan Documents.  In addition, Borrower shall pay 
any and all stamp, transfer and other similar taxes payable or determined to 
be payable in connection with the execution and delivery of this Agreement, 
or any of the other Loan Documents or the issuance of any Revolving Note
or the making of any of the Loans, and agrees to save and hold the Banks and 
the Agents and each of them harmless from and against any and all liabilities 
with respect to or resulting from any delay in paying, or omission to pay, 
such taxes.  Any portion of the foregoing fees, costs and expenses which 
remains unpaid following any Bank's or any Agent's statement and request for 
payment thereof shall bear interest from the date of such statement and 
request to the date of payment at a per annum rate equal to the Default Rate.


          (b)  Borrower agrees to indemnify each Agent and each Bank, and
each of their respective directors, officers and employees against all 
losses, claims, damages, penalties, judgments, liabilities and expenses 
(including, without limitation, all expenses of litigation or preparation 
therefor whether or not the Administrative Agent or any Bank is a party 
thereto) which any of them may pay or incur arising out of or relating to 
this Agreement, the other Loan Documents, the transactions contemplated 
hereby or the direct or indirect application or proposed application of the
proceeds of any Revolving Loan hereunder, except for its or their own gross 
negligence or willful misconduct.

          (c)  The obligations of Borrower under this Section 8.06 shall 
survive the termination of this Agreement.

          Section 8.07.  Participations.  Each Bank may sell participations 
in any amount of all or part of the Revolving Loans made by it or any other 
interest herein, in which event the participant shall not have any rights 
under any Loan Document (the participant's rights against such Bank in 
respect of that Participation to be those set forth in the agreement executed 
by the Banks in favor of the participant relating thereto) and all amounts 
payable by Borrower hereunder or thereunder shall be determined as if such 
Bank had not sold such participation.  The Banks may furnish any information
concerning the Banks and Borrower in the possession of the Banks from time to 
time to participants (including prospective participants).

          Section 8.08.  Binding Effect; Assignment.

          (a)  This Agreement shall be binding upon and inure to the benefit 
of Borrower, the Agents and the Banks and their respective successors and 
assigns, except that Borrower shall not have the right to assign its rights 
hereunder or any interest herein without the prior written consent of all 
Banks.

          (b)  Any Bank may, in the ordinary course of its business and in
accordance with applicable law, at any time assign to one or more banks or 
other entities (a "Purchaser") all or any part of its Revolving Loans, 
Commitment and its rights and obligations under its Revolving Note and under 
this Agreement, pursuant to a form of assignment acceptable to such Bank and 
such Purchaser, provided that (i) the Bank shall have given the 
Administrative Agent and Borrower not less than seven (7) Banking Days prior 
written notice of such assignment, (ii) each individual assignment shall be 
in an amount of not less than $10,000,000, (iii) the prior written consent of 
the Administrative Agent shall be required prior to an assignment becoming 
effective with respect to a Purchaser which is not then a Bank or an 
affiliate thereof, which consent shall not be unreasonably withheld, (iv) 
unless an Event of Default or Unmatured Event of Default has occurred and is 
continuing, the prior written consent of Borrower shall be required prior to 
an assignment becoming effective with respect to a Purchaser which is not 
then a Bank or an affiliate thereof, which consent shall not be unreasonably 
withheld, and (v) the Purchaser (excluding any Purchaser that becomes such 
prior to the expiration of the Primary Syndication Period) shall have paid 
an assignment fee to the Administrative Agent, for its account, in the amount 
of $2,500.  Notwithstanding the foregoing provisions of this Section 8.08(b), 
any Bank may at any time assign all or any portions of its Revolving Loans 
and Revolving Note to a Federal Reserve Bank (but no such assignment shall 
release any Bank from any of its obligations hereunder).

          (c)  Upon delivery to the Administrative Agent and Borrower of a
notice of assignment, together with any consent required by this Section 
8.08, such assignment shall become effective on the effective date specified 
in such notice.  On and after the effective date of such assignment, such 
Purchaser shall for all purposes be a Bank party to this Agreement and shall 
have all the rights and obligations of a Bank under this Agreement, to the 
same extent as if it were an original party hereto, and no further consent 
or action by Borrower, the Administrative Agent or any other Bank shall be 
required to release the transferor Bank with respect to the percentage of the
Revolving Loans and Commitment assigned to such Purchaser.  Upon the
consummation of any assignment to a Purchaser pursuant to this Section 8.08, 
the transferor Bank and Borrower shall make appropriate arrangements so that 
a replacement Revolving Note is issued to such transferor Bank and a new 
Revolving Note or, as appropriate, a replacement Revolving Note is issued to 
such Purchaser, in each case in principal amounts reflecting its pro rata 
share of the Aggregate Commitment.

          (d)  Borrower authorizes each Bank to disclose to any participant
(pursuant to Section 8.07 of this Agreement) or Purchaser or any other entity 
acquiring an interest in this Agreement or its Revolving Note by operation of 
law (each a "Transferee") and any prospective Transferee any and all 
information in such Bank's possession concerning the creditworthiness of 
Borrower and its Subsidiaries.

          (e)  This Agreement and all covenants, representations and 
warranties made herein and in any of the other Loan Documents shall survive 
the making of the Revolving Loans, the execution and delivery of the Loan 
Documents and shall continue in effect so long as any Obligations remain 
unpaid or any Commitment remains outstanding; provided, however, that 
Section 8.06 shall survive and remain in full force and effect after 
expiration of the Commitments and repayment in full of all Obligations.

          Section 8.09.  Actual Knowledge.  For purposes of this Agreement, 
none of the Agents or Banks shall be deemed to have actual knowledge of any 
fact or state of facts unless the senior loan officer or any other officer 
responsible for Borrower's account established pursuant to this Agreement at 
such Agent or Bank shall, in fact, have actual knowledge of such fact or 
state of facts or unless written notice of such fact shall have been 
received by such Agent or Bank in accordance with Section 8.05.

          Section 8.10.  Governing Law.  This Agreement and the other Loan
Documents shall be governed by and construed in accordance with the laws of 
the State of Indiana applicable to contracts made and to be wholly performed 
in said State.

          Section 8.11.  Severability of Provisions.  Any provision of any 
Loan Document which is prohibited or unenforceable in any jurisdiction shall, 
as to such jurisdiction, be ineffective to the extent of such prohibition or 
unenforceability without invalidating the remaining provisions or affecting 
the validity or enforceability of such provision in any other jurisdiction.

          Section 8.12.  Headings.  Article and Section headings in this 
Agreement are included herein for convenience of reference only and shall not 
constitute a part of this Agreement for any other purpose.

          Section 8.13.  Counterparts.  This Agreement may be executed in any
number of counterparts, all of which together shall constitute one 
instrument, and any of the parties hereto may execute this Agreement by 
signing any such counterpart.





          [The balance of this page is left blank intentionally]
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers hereunto duly authorized, as of 
the date first above written.

                              IPALCO ENTERPRISES, INC.


                              
                              By:  /s/ John R. Hodowal
                                   John R. Hodowal, Chairman of the
                                      Board & President

                              One Monument Circle
                              Indianapolis, Indiana  46206
                              Attention:  Steven L. Meyer, Assistant 
                                          Treasurer
                              Facsimile:  (317) 630-5763




                              BANK ONE, INDIANA, NA, individually
                              and as Administrative Agent


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

                              111 Monument Circle
                              Suite IN1-0192
                              Indianapolis, Indiana  46277-0119
                              Attention:  Tracy J. Venable, Vice President
                              Facsimile:  (317) 321-8079
<PAGE>
                              NATIONAL CITY BANK OF INDIANA,
                              individually and as Documentation Agent

                              
                              By:  /s/ Michael C. Rechin
                                   Michael C. Rechin, Executive Vice 
                                   President

                              One National City Center Center, #200E
                              Indianapolis, Indiana 46255
                              Attention:     Michael C. Rechin, Executive
                                             Vice                              
                                             President
                              Facsimile:  (317) 267-8899





                              THE FIRST NATIONAL BANK OF
                              CHICAGO

                              
                              By:  /s/ Richard H. Waldman
                                   Richard H. Waldman, Authorized Agent

                              One First National Plaza, #0363
                              Chicago, Illinois 60670-0363
                              Attention: Richard H. Waldman, Authorized
                                          Agent
                              Facsimile:  (312) 732-3055

<PAGE>
                                     Exhibit A
                       (Applicable Margin/Facility Fee Rate)

          The "Applicable Margin" and "Facility Fee Rate" for any day are 
the respective rates per annum set forth below in the applicable row under 
the column corresponding to the Effective Rating that exists on such day.
                                                
                                                Applicable      Facility
Rating Level    S& P Rating     Moody's Rating  Margin          Fee Rate

1               AAA             Aaa             .225%           .1%
2               AAA-            Aaa             .225%           .1%
3               AA+             Aa1             .225%           .1%
4               AA              Aa2             .225%           .1%
5               AA-             Aa3             .225%           .1%
6               A+              A1              .225%           .1%
7               A               A2              .25%            .1%
8               A-              A3              .25%            .125%
9               BBB+            Baa1            .30%            .15%
10              BBB             Baa2            .40%            .2%
11              BBB-            Baa3            .40%            .2%
12              BB+             Ba1             .40%            .2%
13              BB              Ba2             .40%            .2%


For purposes of the above schedule, the following terms have the following 
meanings:

     "Moody's" means Moody's Investors Service, Inc.

     "Moody's Rating" means the rating assigned by Moody's to the senior 
     unsecured long-term debt securities of a Person without third-party
     credit enhancement, and any rating assigned to any other debt security 
     of such Person shall be disregarded.  The rating in effect on any
     date is that in effect on the close of business on such date

     "Effective Rating" means the higher of the Moody's Rating for Borrower 
     and the S&P Rating for Borrower on the day in question, provided that, 
     that if there is both a Moody's Rating for Borrower and a S&P Rating for 
     Borrower on such day and there is a difference between the Moody's 
     Rating for Borrower and the S&P Rating for Borrower of more than one 
     rating level, as listed on the above schedule, then the "Effective 
     Rating" shall be the rating level which is one rating level below the 
     higher of the Moody's Rating for Borrower and the S&P Rating for 
     Borrower, and provided further, that if there is only a Moody's Rating 
     for Borrower or a S&P Rating for Borrower, but not both, on the day in 
     question, then the "Effective Rating" shall be the Moody's Rating for 
     Borrower or the S&P Rating for Borrower on such day.  Notwithstanding 
     the foregoing, if there is neither a Moody's Rating for Borrower nor a 
     S&P Rating for Borrower on the day in question, then the "Effective 
     Rating" shall be determined as follows:  (i) if there is a Moody's 
     Rating for IPL or a S&P Rating for IPL on such day, or both, the 
     "Effective Rating" shall be one level lower than the higher of the 
     Moody's Rating for IPL and the S&P Rating for IPL on the day in 
     question, provided, that, if there is both a Moody's Rating for IPL 
     and a S&P Rating for IPL on such day and there is a difference between 
     the Moody's Rating for IPL and the S&P Rating for IPL of more than one 
     rating level, as listed on the above schedule, then the "Effective 
     Rating" shall be the rating level which is one rating level below the 
     higher of the Moody's Rating for IPL and the S&P Rating for IPL, and 
     provided further, that, if there is only a Moody's Rating for IPL or a 
     S&P Rating for IPL, but not both, on the day in question, then the 
     "Effective Rating" shall be the Moody s Rating for IPL or the S&P Rating 
     for IPL on such day; and (ii) if there is neither a Moody's Rating for 
     IPL nor a S&P Rating for IPL on such day, the "Effective Rating" shall 
     be rating level 13 on the above schedule.  A rating level is higher if 
     it is above another rating level on the above schedule and is lower if 
     below another rating level on the above schedule.

     "S&P" means Standard & Poor's Ratings Group.

     "S&P Rating" means the rating assigned by S&P to the senior unsecured 
     long-term debt securities of a Person without third-party credit
     enhancement, and any rating assigned to any other debt security of such 
     Person shall be disregarded.  The rating in effect on any date is
     that in effect on the close of business on such date.
<PAGE>
                                     Exhibit B
                                   (Commitments)

BANK                                            COMMITMENT

Bank One, Indiana, NA                           $133,666,666.66

National City Bank of Indiana                   $133,666,666.67

The First National Bank of Chicago              $133,666,666.67                
<PAGE>
                                    Exhibit "C"

                                  REVOLVING NOTE

U.S.  $_________________                         Dated as of April 4,  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 ______________________________ (the "Payee"), 
at the office of the Administrative Agent located at Bank One Center/Tower, 
111 Monument Circle, Suite _______, Indianapolis, Indiana 46204-_______, the 
principal sum of_____________________________________________________________
___________________________________________ Dollars ($_____________________), 
or if less, the aggregate unpaid principal amount of all Revolving Loans made 
by the Payee pursuant to the terms of the Credit Agreement, dated as of April 
4, 1997, among the Maker, Payee and the other Banks party thereto, and Bank 
One, Indiana, NA, as administrative agent for the Banks (referred to herein, 
as the same 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.
<PAGE>
          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 

          (E)  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  4th day of April, 1997.  

                               IPALCO ENTERPRISES, INC.

                              By:  _______________________________________
                              Printed:_____________________________________
                              Title:_______________________________________

                                                       ("Maker")
<PAGE>
                                     Exhibit D
                                 (Advance Request)


                                   Date:                                       

BANK ONE, INDIANA, NA,
 AS ADMINISTRATIVE AGENT
111 Monument Circle, Suite ________
Indianapolis, Indiana  46204-________

Ladies and Gentlemen:

          We request an Advance in the amount of $_______________________     
FOR VALUE on _______________ ___, _____  ("Requested Advance"), which 
Requested Advance is of the type and for the Interest Period shown below 
(check and complete as applicable):

     1.   Type of Requested Advance:

          ______ Base Rate Advance
          ______ LIBOR Advance

     2.   Interest Period for Requested Advance:

          (a) If Requested Advance is a Base Rate Advance (complete number 
              of days):

                     _______ days  Interest Period (not to exceed 30 days)

          (b) If Requested Advance is a LIBOR Advance (check one):

                    ______    One Month Interest Period
                    ______    Two Month Interest Period
                    ______    Three Month Interest Period
                    ______    Six Month Interest Period

pursuant to the Credit Agreement, dated as of April 4, 1997, between IPALCO 
ENTERPRISES, INC., an Indiana corporation (the "Company"), BANK ONE, INDIANA, 
NA ("Bank One"), NATIONAL CITY BANK OF INDIANA, THE FIRST NATIONAL BANK OF 
CHICAGO, any other Banks which have become parties thereto, and Bank One, as 
administrative agent for the Banks, as amended and/or restated from time to 
time (the "Credit Agreement").  Terms which are defined in the Credit 
Agreement and which are not otherwise defined in this Advance Request shall 
when used in this Advance Request have the respective meanings ascribed to 
such terms in the Credit Agreement. 

           Please disburse the Requested Advance by crediting the amount 
thereof to our Account No. 08110112 maintained at National City Bank of 
Indiana, ABA #074000065.

          We represent and warrant to the Agents and the Banks that as of the 
date of this Advance Request, and as of the date and time of our acceptance 
of the Requested Advance:

          (a)  Representations and Warranties.  Each of the representations 
               and warranties contained in the Credit Agreement is and shall 
               be true and correct in all material respects at and as of such 
               date and time, as though made at and as of such date and time,
               and each of the Loan Documents is and shall be in
               full force and effect at and as of such date and time; and

          (b)  No Material Adverse Changes/No Event of Default. (i) There has 
               not been and there shall not have been any material adverse 
               change in the assets or condition (financial or otherwise) of 
               the Company at and as of such date and time, as such assets or 
               conditions are reflected in the Financial Statements which have 
               been most recently provided to the Administrative Agent 
               pursuant to Section 5.01(p)(2) of the Credit Agreement, and 
               (ii) no Event of Default or Unmatured Event of Default has 
               occurred and is continuing or shall have occurred and then be 
               continuing at and as of such date and time, or will occur 
               after giving effect to the Requested Advance. 

          

                              Very truly yours,

                              IPALCO ENTERPRISES, INC.

                              By:_________________________________________    
    

                              Printed:____________________________________     
 

                              Title:______________________________________    
 
                                   [President or Chief Financial Officer or 
                                   Treasurer or Assistant Treasurer or 
                                   Controller]
<PAGE>
                                     Exhibit E
                          (Opinion of Borrower's Counsel)


                                                        April 4, 1997

Bank One, Indiana, NA, individually
 and as Administrative Agent
Bank One Center/Tower
111 Monument Circle
Indianapolis, Indiana  46277-0119

National City Bank of Indiana
One National City Center
Indianapolis, Indiana  46255

The First National Bank of Chicago
One First National Plaza
Chicago, Illinois  60670-0828

        Re:     Credit Agreement Dated as of April 4, 1997 among IPALCO
                Enterprises, Inc., the banks named above (the "Banks") and
                Bank One, Indiana, NA, as Administrative Agent

Ladies and Gentlemen:

        We have served as special counsel to IPALCO Enterprises, Inc. 
("Borrower") in connection with the transactions contemplated by that
certain Credit Agreement dated as of April 4, 1997 among the Borrower, the
Banks and Bank One, Indiana, NA, as Administrative Agent (the "Credit
Agreement"), and in that capacity we have been requested to provide you
with our opinions on certain matters, as required in Section 3.01(c)(7) of
the Credit Agreement.  Except as otherwise indicated in this letter, 
capitalized terms used in this letter shall have the meanings ascribed to
them in the Credit Agreement or in the Accord (as hereinafter defined.)

        This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section
of Business Law (1991).  As a consequence, it is subject to a number of
qualifications, definitions, limitations on coverage and other limitations
as are more particularly described in the Accord and this Opinion Letter 
shall be read in conjunction therewith.  The Law covered by the opinions
expressed herein is limited to the Federal Law of the United States and the 
Law of the State of Indiana.

        In rendering this opinion, we have reviewed the Credit Agreement, the
Revolving Notes (together with the Credit Agreement hereinafter collectively
referred to as the "Credit Documents") 

<PAGE>
Bank One, Indiana, NA
National City Bank of Indiana
First National Bank of Chicago
April 4, 1997
Page 2



and such other documents as we have deemed necessary to permit us to render 
the legal opinions contained herein.  We have relied, as to factual matters, 
on certificates received from governmental authorities.

        We have also relied, with your permission, upon the opinion of Bryan
G. Tabler, Esquire, General Counsel of the Borrower, a copy of which is
attached hereto (the "IPALCO Opinion"), with respect to certain matters
addressed herein.

        Based on the foregoing, and subject to the qualifications stated
herein and in the Accord, we are of the opinion that:

        1.      The Borrower is a corporation duly organized and validly
existing under the laws of the State of Indiana.  The Borrower possesses full
power and all requisite authority to conduct its business as presently 
conducted and as contemplated by the Credit Documents.  The execution, 
delivery and performance of the Credit Documents by the Borrower has been
duly authorized by all requisite corporate action.

        2.      The Credit Documents are enforceable against the Borrower.

        3.      The execution and delivery by the Borrower of the Credit
Documents, and the performance by it of its obligations thereunder (a) do
not violate its Constituent Documents, (b) to our knowledge, based soley
upon the IPALCO Opinion and without independent investigation, do not
breach or default or result in the imposition of any Liens under any Other
Agreement to which the Borrower is a party, (c) to our knowledge, based
solely upon the IPALCO Opinion and without independent investigation, 
violate the express terms of any Court Order that names the Borrower and is
specifically directed to it or its property, and (d) do not violate 
applicable provisions of statutory law or regulation (including Regulations
G and U of the Board of Governors of the Federal Reserve System).

        4.      No consent of any Person, and no consent, approval, 
authorization or order, or giving of notice to, or registration or filing 
with, or taking of any action in respect to, any governmental authority of
the State of Indiana or the United States of America is required by or with
respect to the Borrower in connection with the execution delivery by the
Borrower of the Credit Documents, or the performance by the Borrower of its
obligations thereunder.

        We hereby confirm to you that (i) we are aware of no actions or
proceedings against the Borrower, pending or overtly threatened in writing,
before any court, governmental agency or 

<PAGE>
Bank One, Indiana, NA
National City Bank of Indiana
First National Bank of Chicago
April 4, 1997
Page 3



arbitrator which (a) seeks to affect the enforceability of the Credit 
Documents or (b) would, if adversely determined, have a Material Adverse 
Effect.

        Our opinion is subject to the qualification that certain remedial 
and waiver provisions of the Credit Documents may be further limited or 
rendered unenforceable by other applicable laws and interpretations, but in
our opinion, such laws and interpretations do not, subject to the other 
exceptions and limitations of this Opinion Letter, make the remedies 
generally afforded by the Credit Documents or under other applicable laws
inadequate for the practical realization of the benefits purported to be
provided to the Banks, except for the economic consequences of procedural
delay.

        A copy of this Opinion Letter may be delivered by you to Purchasers
who become Banks pursuant to the Credit Agreement, and such persons may
rely on this Opinion Letter as if it were addressed and had been delivered
to them on the date hereof.  Subject to the foregoing, this Opinion Letter
may be relied upon by you only in connection with the transactions 
contemplated by the Credit Agreement and may not be used or relied upon by
you or any other person for any purpose whatsoever, except to the extent
authorized in the Accord, without each instance our prior written consent.

                                        Very truly yours,



                                        BARNES & THORNBURG


<PAGE>
                          April 4, 1997



Barnes & Thornburg
11 South Meridian Street, Suite 1313
Indianapolis, IN  46204

     RE:  Credit Agreement dated as of April 4, 1997 among
          IPALCO Enterprises, Inc. and the Banks             

Gentlemen:

     This opinion is furnished to you in connection with the closing of
the transactions contemplated by that certain Credit Agreement dated as
of April 4, 1997 among IPALCO Enterprises, Inc. (the "Borrower") and the
Banks (the "Credit Agreement").  Except as otherwise indicated in this
letter, capitalized terms used in this letter shall have the meanings
ascribed to them in the Credit Agreement or in the Accord (as hereinafter
defined.)

     This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA
Section of the Business Law (1991).  As a consequence, it is subject to a
number of qualifications, definitions, limitations on coverage and other
limitations as are more particularly described in the Accord and this
Opinion Letter shall be read in conjunction therewith.  The Law covered
by the opinions expressed herein is limited to the Federal Law of the
United States and the Law of the State of Indiana.

     I am the General Counsel of the Borrower.  In rendering this
opinion, I have reviewed the Credit Agreement, the Revolving Notes
(together with the Credit Agreement, hereinafter collectively referred to
as the "Credit Documents") and such other documents as I have deemed
necessary to permit me to render the legal opinions contained herein.

     Based on the foregoing, and subject to the qualifications stated
herein and in the Accord, I am of the opinion that:

     1.   The execution and delivery by the Borrower of the Credit
          Documents and the performance by it of its obligations
          thereunder (a) do not violate its Constituent Documents, (b)
          do not breach or default or result in the imposition of any
          Liens under any Other Agreement to which the Borrower is a
          party, or (c) violate the express terms of any Court Order
          that names the Borrower and is specifically directed to it or
          its property.
<PAGE>
Barnes & Thornburg
April 4, 1997
Page 2



     I hereby confirm to you that I am aware of no action or proceeding
against the Borrower, pending or overtly threatened in writing, before
any court, governmental agency or arbitrator which (a) seeks to affect
the enforceability of the Credit Documents or (b) would, if adversely
determined, have a Material Adverse Effect.

                                        Very truly yours,


                                        /s/ Bryan G. Tabler
                                        Bryan G. Tabler


<PAGE>
                                     Exhibit F
                              (Officer's Certificate)



                               OFFICER'S CERTIFICATE

     I certify and represent to the Banks and the Agents, that I am the 
(President or Chief Financial Officer or Treasurer or Assistant Treasurer or 
Controller)[circle appropriate title] of IPALCO ENTERPRISES, INC., an 
Indiana corporation (the "Company").

     This Officer s Certificate is given pursuant to the terms of the Credit 
Agreement, dated as of April 4, 1997, between the Company, BANK ONE, INDIANA, 
NA ("Bank One"), NATIONAL CITY BANK OF INDIANA, THE FIRST NATIONAL BANK OF 
CHICAGO, any other Banks which have become parties thereto, and Bank One, as 
administrative agent for the Banks, as amended and/or restated from time to 
time (the "Credit Agreement").  Terms which are defined in the Credit 
Agreement and which are not otherwise defined in this Officer's Certificate 
shall when used in this Officer's Certificate have the respective meanings 
ascribed to such terms in the Credit Agreement. I certify to the Banks and 
the Agents that:

     1.   Each of the representations contained in Section 4.01 of the 
          Credit Agreement is true and correct as of this date of this 
          Officer's Certificate, except as follows: ________________________
          __________________________________________________________________
          __________________________________________________________________
          __________________________________________________________________.

     2.   As of the date of this Officer s Certificate, no Event of Default 
          or Unmatured Event of Default has occurred and is continuing, 
          except as follows [Describe any exception and the steps being 
          taken by the Company to correct it - if none, so state]: _________
          __________________________________________________________________
          __________________________________________________________________
          __________________________________________________________________.

     3.   As of the close of the most recent fiscal quarter of the Company, 
          which fiscal quarter ended ____________________ _____, ______:

               (a)  the Debt to Capital Ratio calculated pursuant to Section 
                    5.01(q)(1) was _____:1.00; and 

               (b)  the EBIT to Interest Expense Ratio calculated pursuant 
                    to Section 5.01(q)(2) was ________:1.00.

          The computations in support of the above ratios are set forth on 
          Schedule I to this Officer s Certificate [to be prepared and 
          attached by the Company]. 


Date:  ______________ _____, _______

                                Signed:                                       
                                                                           
                                Printed:____________________________________

                                Title:______________________________________
<PAGE>
                                     Exhibit G
                         (Quarterly Debt to Capital Ratio)




Quarter Ending                          Quarterly Debt to Capital Ratio


3/31/97                                 .73:1
6/30/97                                 .73:1
9/30/97                                 .73:1
12/31/97                                .69:1
3/31/98                                 .69:1
6/30/98                                 .69:1
9/30/98                                 .69:1
12/31/98                                .64:1
3/31/99                                 .64:1
6/30/99                                 .64:1
9/30/99                                 .64:1
12/31/99                                .59:1
3/3/2000                                .59:1
6/30/2000                               .59:1
9/30/2000                               .59:1
12/31/2000                              .58:1
3/31/2001                               .58:1
6/30/2001                               .58:1
9/30/2001                               .58:1
12/31/2001                              .57:1
3/31/2002                               .57:1