PROSPECTUS

                           IPALCO ENTERPRISES, INC.

                             IPALCO PowerInvest
                           ________________________

                          Common Stock, No Par Value

        IPALCO PowerInvest, the dividend reinvestment and direct stock 
purchase plan (the ``Plan'') of IPALCO Enterprises, Inc. (``IPALCO''), 
provides a simple and convenient method for current and potential investors 
to purchase shares of IPALCO Common Stock, no par value (``Common Stock'') 
either in the form of new issue shares, open market shares, or in privately 
negotiated transactions, as determined by IPALCO's Board of Directors.
        
        Participants in the Plan may:
        
        - through an initial cash investment of at least $250 become an 
          IPALCO shareholder;
        
        - have dividends on all or a portion of the Common Stock, whether 
          held directly or in the Plan, automatically reinvested;
        
        - receive cash dividends on all or a portion of the Common Stock, 
          whether held directly or in the Plan;
        
        - invest by making optional cash payments of not less than $25 in 
          any calendar month or more than $100,000 in any calendar year;
        
        - deposit their Common Stock certificates with the Plan for 
          safekeeping;
        
        - direct IPALCO to transfer shares of Common Stock held in the Plan 
          to other persons and receive a gift certificate upon request; and
        
        - sell shares of Common Stock held in their Plan accounts.
          
        The purchase price of new issue shares of Common Stock will be the 
average of the high and low sales prices on the New York Stock Exchange 
Composite Tape on the Investment Date, as defined in the Plan. The purchase 
price of shares purchased on the open market will be the weighted average of 
the prices of the Common Stock purchased for the Plan for an Investment Date, 
including brokerage commissions. The Common Stock is listed on the New York 
Stock Exchange and the Chicago Stock Exchange. To the extent required by 
applicable law in certain jurisdictions, shares of Common Stock offered under 
the Plan to certain persons are offered only through a registered broker-
dealer in such jurisdictions.
                              ________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY 
IS A CRIMINAL OFFENSE.

                             _________________________

        This Prospectus constitutes the Plan document and relates to 
        1,500,000 shares of Common Stock of IPALCO registered for 
        purchase under the Plan. This Prospectus should be retained 
        for future reference.

                The date of this Prospectus is September 10, 1996.



                 IF YOU HAVE QUESTIONS CONCERNING THE PLAN
          
          Please address all correspondence concerning the Plan to:

Indianapolis Power & Light Company      Local Telephone         317-261-8394
Shareholder Services                    Toll Free               800-877-0153
P.O. Box 798                            Facsimile               317-630-5780
Indianapolis, Indiana 46206-0798        Internet        http://www.ipalco.com
                                        E-Mail          shareholderipalco.com

                               AVAILABLE INFORMATION
          
        IPALCO is subject to the informational requirements of the Securities 
Exchange Act of 1934 (the ``Exchange Act'') and in accordance therewith files 
reports, proxy statements and other information with the Securities and 
Exchange Commission (the ``Commission'') which may be inspected and copied at 
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional offices 
of the Commission: Seven World Trade Center, New York, New York 10048, and 
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such 
material also can be obtained from the Public Reference Section of the 
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed 
rates. The Commission maintains a Web site that contains reports, proxy
and information statements and other information regarding registrants that 
file electronically with the Commission. The address of such site is 
http://www.sec.gov. Reports, proxy material and other information concerning 
IPALCO can also be inspected at the offices of the New York Stock Exchange, 
20 Broad Street, New York, New York 10005 and the Chicago Stock Exchange,
440 South LaSalle Street, Chicago, Illinois 60603.

             INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
          
          IPALCO's Annual Report on Form 10-K for the latest fiscal year, 
all Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed by 
IPALCO pursuant to Section 13 or 15(d) of the Exchange Act since the end of 
such fiscal year, and the description of Common Stock which is contained at 
Item 4 in a Registration Statement on IPALCO's Form 8-B, as filed with the
Commission on December 21, 1983, including any amendment or report filed for 
the purpose of updating such description, have been filed with the Commission 
and are incorporated herein by reference.

        All documents subsequently filed by IPALCO with the Commission 
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after 
the date of this Prospectus and prior to the termination of the offering 
made by this Prospectus, shall be deemed to be incorporated by reference in 
this Prospectus and to be a part of this Prospectus from the date of the 
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed 
to be modified or superseded for purposes of this Prospectus to the extent 
that a statement contained herein or in any other subsequently filed document 
which also is or is deemed to be incorporated by referenced herein modifies 
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a 
part of this Prospectus.
          
        IPALCO hereby undertakes to provide without charge to each person to 
whom this Prospectus has been provided, on the request of any such person, a 
copy of any of the documents incorporated in this Prospectus by reference, 
other than exhibits to such documents. Requests for such copies should be 
directed to IPL Shareholder Services, P.O. Box 798, Indianapolis, IN 46206,
or by calling 317-261-8394 or 800-877-0153.

                 IPALCO ENTERPRISES, INC. AND ITS SUBSIDIARIES

        IPALCO Enterprises, Inc. (``IPALCO'') is a holding company 
incorporated under the laws of the State of Indiana on September 14, 1983. 
Indianapolis Power & Light Company is a wholly-owned subsidiary of IPALCO and 
is engaged primarily in generating, transmitting, distributing and selling 
electric energy in the City of Indianapolis and neighboring cities, towns
and communities, and adjacent rural areas, all within the State of Indiana, 
the most distant point being about forty miles from Indianapolis. It also 
produces, distributes and sells steam within a limited area in such city. 
Mid-America Capital Resources, Inc. (``Mid-America'') is the holding company 
for IPALCO's unregulated activities, and has as its subsidiaries:
Indianapolis Campus Energy, Inc., Store Heat and Produce Energy, Inc., which 
conducts business as SHAPE Energy Resources, American Energy Service Corp., 
and Mid-America Energy Resources, Inc. (``Energy Resources''). Energy 
Resources has operated a district cooling system in downtown Indianapolis 
since 1991 and through other subsidiaries in downtown Cleveland, Ohio, since 
1993. In 1995, Mid-America established Vital Resource Management as an
operating division within Mid-America. The principal executive offices of 
IPALCO are located at One Monument Circle, Indianapolis, Indiana 46204, and 
the telephone number is 317-261-8261.

                             IPALCO PowerInvest

Purpose
          
        The purpose of the Plan is to provide existing and potential 
investors with a simple, convenient and economical method to purchase shares 
of IPALCO Common Stock.

Administration
          
        Indianapolis Power & Light Company (``IPL'' or the ``Administrator'') 
administers the Plan, maintains records, sends statements of account to 
participants and performs such other duties as required by the Plan. The 
Administrator also serves as transfer agent, registrar and dividend paying 
agent for IPALCO Common Stock.
          
        All correspondence regarding the Plan and completed Enrollment Forms 
should be sent to the Administrator at the address which follows. Please 
provide your Plan account number and/or Social Security Number on all 
correspondence.

Indianapolis Power & Light Company      Local Telephone         317-261-8394
Shareholder Services                    Toll Free               800-877-0153
P.O. Box 798                            Facsimile               317-630-5780
Indianapolis, Indiana 46206-0798        Internet       http://www.ipalco.com
                                        E-mail         shareholderipalco.com
          
        The Administrator will appoint an independent agent (the ``Agent'') 
for purchasing and selling shares for participants on the open market or 
through negotiated transactions consistent with applicable securities laws 
and regulations relating to volume, timing and price of such purchases during 
any calendar month. The Agent will be an ``agent independent of the issuer'' 
as that term is defined in the rules and regulations under the Exchange Act. 
All shares purchased by the Agent will be held by and registered in the 
nominee name of the Administrator.
          
        IPALCO reserves the right to make such additional or other 
arrangements for the administration of the Plan as it deems appropriate. 
IPALCO may replace the Administrator or the Agent at any time without prior 
notice to the Plan participants. The Administrator and the Agent each 
reserves the right to resign at any time upon advance written notice to 
IPALCO. IPALCO, IPL and the Agent, in administering the Plan and in 
performing their respective functions, shall not be liable for any act done 
in good faith, or for any good faith omission to act, including, without 
limitation, any claims of liability arising, or alleged to have arisen, out 
of the failure to enroll an applicant, reinvest dividends, invest initial or 
optional cash payments or terminate a participant's account under the Plan. 
However, nothing contained herein shall affect a participant's right to bring 
a cause of action based on alleged violations of federal securities laws.

        Participants should recognize that IPALCO cannot assure them of a 
profit or protect them against a loss on the value of shares of Common Stock 
purchased or deposited by them under the Plan.
          
        The officers of IPALCO may take such actions to carry out the Plan 
as are not contrary to the terms and conditions of the Plan. IPALCO will 
interpret and regulate the Plan and any agreement pertaining thereto, and 
any such interpretation or regulation shall be conclusive.

Eligibility
          
        Any person or entity, whether or not a record holder of Common Stock, 
is eligible to participate in the Plan, provided that (i) such person or 
entity fulfills the prerequisites for participation described herein; and 
(ii) in the case of citizens or residents of a country other than the United 
States, its territories and possessions, participation would not violate
local laws applicable to IPALCO, the Plan or the participant. To the extent 
required by applicable law in certain jurisdictions, shares of Common Stock 
offered under the Plan to certain persons are offered only through a 
registered broker-dealer in such jurisdictions.
          
        If a person owns shares which are registered in someone else's name, 
such as in the name of a broker, nominee or trustee, and desires to 
participate in the Plan, such person may request the broker, nominee or 
trustee to participate in the Plan on his or her behalf. In the alternative, 
such person may have those shares registered in his or her own name and 
participate in the Plan individually.

Enrollment
          
        Holders of Common Stock currently participating in IPALCO's Automatic 
Dividend Reinvestment and Stock Purchase Plan, which is being replaced by 
this Plan, will automatically be participants in the Plan without sending in 
a new Enrollment Form. However, a participant who wishes to change his
participation in any way must submit a new Enrollment Form.
          
        After being furnished with a copy of this Prospectus, enrollment in 
the Plan may be accomplished at any time by completing and signing an 
Enrollment Form and returning it to the Administrator at the applicable 
address indicated in ``Administration'' above. Persons or entities that are 
not registered holders of Common Stock, or employees of IPALCO or its
subsidiaries, must submit an initial cash investment, in an amount of at 
least $250 and not more than $100,000 with their Enrollment Form. Checks or 
money orders should be made payable to the order of ``IPALCO Enterprises, 
Inc.'' DO NOT SEND CASH. An Enrollment Form and return envelope may be 
obtained by written request to the Administrator, or by calling 317-261-8394 
or 800-877-0153.
          
        An Enrollment Form will be processed as promptly as practicable, 
normally within two business days of receipt. Participation in the Plan will 
commence after the properly completed Enrollment Form has been reviewed and 
accepted by the Administrator.

        If the Enrollment Form is received after a record date, reinvestment 
of dividends will begin with the next dividend payment date. See 
``Dividends'' for approximate record dates and cash dividend payment dates.

Employee Enrollment
          
        After being furnished with a copy of this Prospectus, enrollment in 
the Plan by employees who are not currently shareholders may be accomplished 
at any time by completing and signing an Enrollment Form and returning it to 
the Administrator together with an initial payment of at least $25. Checks or 
money orders should be made payable to the order of ``IPALCO Enterprises, 
Inc.'' Employees who are already registered shareholders may participate in 
the Plan by completing an Enrollment Form.

        To receive an Enrollment Form employees may contact:

        IPL - Shareholder Services Division     Telephone: 317-261-8394
        Room 701 - IPALCO Corporate Center                 800-877-0153

Dividend Reinvestment Options
          
        Participants may choose to reinvest cash dividends paid on Common 
Stock registered in their name or held in their account under the Plan as 
follows:
        
        Full Reinvestment -- Reinvest cash dividends payable on all Common 
        Stock registered in the participant's name and on all Common Stock 
        held in the Plan.

        Partial Reinvestment -- Reinvest cash dividends payable on a
        portion of the Common Stock registered in the participant's name
        or held in the Plan and receive cash dividends on the remaining
        shares.

        No Reinvestment -- Receive cash dividends on all Common Stock
        registered in the participant's name and on all Common Stock held
        in the Plan.
          
        Participants may make optional cash payments at any time under any 
        of the reinvestment options.
          
        If a participant does not make an election, dividends payable on 
        Common Stock held in his or her account under the Plan will be 
        reinvested.

Changing Reinvestment Options
          
        Participants may change their reinvestment option after enrollment 
by selecting one of the other options on a new Enrollment Form and signing 
and returning it to the Administrator. Changes will become effective as soon 
as practicable after they are received by the Administrator.

Direct Deposit of Dividends

        A participant may elect to have any cash dividends not being 
reinvested under the Plan electronically deposited to the participant's 
predesignated U.S. bank account. To receive such dividends by direct deposit, 
contact the Administrator for a Direct Deposit Authorization Form. Direct 
Deposit Authorization Forms should be completed, signed and returned to the
Administrator. Participants may change the designated account for direct 
deposit or discontinue this feature by written instructions to the 
Administrator.

Optional Cash Payments
          
        After enrolling as a Plan participant, subsequent optional cash 
payments of not less than $25 in any calendar month, or more than $100,000 
per calendar year, may be made from time to time. Such investments may be 
made by sending a check or money order, payable to the order of ``IPALCO 
Enterprises, Inc.'' along with a completed cash payment form located at the 
top of the account statement.
          
        Once employees become Plan participants, they may elect to make 
optional cash payments through payroll deduction of not less than $12.50 
bi-weekly. The amount of payroll deduction can be changed or terminated by 
contacting the Administrator.  Employees may also send optional cash payments 
directly to the Administrator under the same terms and conditions as other 
Plan participants.
          
        Optional cash payments will be acknowledged in the regular account 
statement prepared by the Administrator. If the Administrator receives 
payments totaling more than $100,000 per calendar year from a participant, 
the amount by which those payments exceed $100,000, or if in one check, the 
entire amount, will be returned to the participant. A participant may prevent
investment of an optional cash payment by notifying the Administrator at 
least five full business days before the Investment Date. The same amount 
of money need not be sent each time, and there is no obligation to make an 
optional cash payment at any time. Participants who elect to make initial or 
optional cash payments under the Plan must make such payments in lawful
money of the United States of America. The method of delivery of any initial 
and optional cash investment is at the election and risk of the participant 
or interested investor and will be deemed received when actually received by 
the Administrator.

Electronic Stock Purchase
          
        Participants may also take advantage of an automatic monthly 
investment feature of the Plan. This feature allows a participant to specify 
an amount (not less than $25 in any calendar month nor more than $100,000 
per calendar year) to be electronically transferred from a pre-designated 
U.S. bank checking account. To initiate automatic monthly deductions, the
participant must complete and sign an Electronic Stock Purchase Authorization 
Form and return it to the Administrator together with a voided check for the 
account from which such funds are to be drawn. Electronic Stock Purchase 
Authorization Forms may be obtained from the Administrator at the address 
indicated in ``Administration'' above. Once automatic monthly deduction is
initiated, funds will be drawn from the participant's designated checking 
account on the 15th day of the month. If the 15th day of the month falls on 
a day on which financial institutions are closed in Indianapolis, Indiana, 
the automatic deduction will occur on the next business day. Participants may
change or terminate their automatic investments by notifying the Administrator
in writing.

Dividends
          
        Dividend declarations will be determined by the Board of Directors 
of IPALCO upon giving consideration to earnings, financial requirements and 
other factors. The cash dividend payment dates for IPALCO are normally 
January 15, April 15, July 15 and October 15 of each year. The dividend 
record dates are normally three weeks prior to the dividend payment dates. 
Cash dividends are payable on whole shares and any fractional interest
in a share of Common Stock.

Investment Dates
          
        Initial or optional cash investments will be invested two times each 
month, usually on the 1st and 15th of each month (the ``Investment Dates''). 
Cash dividends will be reinvested on the Investment Date which falls on the 
15th day of the month. If an Investment Date falls on a day on which the New 
York Stock Exchange is closed, the Investment Date will be the next
following trading day. Optional cash payments received by check must be 
received by the Administrator at least five full business days before an 
Investment Date. Cash payments received less than five full business days 
before an Investment Date will be invested on the following Investment Date. 
Optional cash payments received by automatic withdrawal from a participant's 
checking account will normally be invested on the 15th day of the month.

Purchase Procedures and Prices
          
        The Agent may, at its discretion, purchase Common Stock prior to an 
Investment Date and has absolute discretion, consistent with applicable 
securities laws and regulations as to when, in what amounts and the price at 
which Common Stock will be purchased during any calendar month. Funds not 
invested in Common Stock within 30 days of receipt will be refunded without 
interest to participants. No interest will be earned by or paid to
participants on funds held by the Administrator. Participants are urged to 
time their initial or optional cash investments so that such funds are 
received by the Administrator shortly (but not less than five business days) 
before an Investment Date.
          
        The number of shares purchased for each participant will depend on 
the total amount of the participant's dividends to be reinvested, any initial 
or optional cash payments to be invested, the price per share of Common 
Stock, and the brokerage commissions incurred when making open market 
purchases of Common Stock. A participant's account will be credited on the 
Investment Date with the number of shares purchased, including fractions of
shares computed to four decimal places. There is no provision in the Plan for 
participants, IPALCO or the Administrator to order the purchase of a specific 
number of shares, a specified price, the markets on which shares are 
purchased or the selection of the broker or dealer (other than the Agent) 
through or from whom purchases may be made. Since purchases under the Plan 
will not necessarily occur on a particular date, a participant does not
have the freedom to select more precise timing for purchases.
          
        The price per share of Common Stock purchased on the open market for 
any Investment Date will be the weighted average of the prices paid by the 
Agent for the Common Stock purchased for the applicable investment period, 
plus brokerage commissions. The price per share of new issue shares of Common 
Stock purchased from IPALCO on any Investment Date will be the average of the
high and low sales prices of the Common Stock on the New York Stock Exchange 
Composite Tape on the Investment Date. In determining the purchase price, 
fractional cents will be rounded to the next whole one-tenth of a cent. The 
high and low sale prices on the Composite Tape normally will be published in 
The Wall Street Journal on the first business day following an Investment 
Date.

Partial Withdrawal of Shares from Plan
          
        Any number of whole shares held in a participant's account may be 
withdrawn by the participant, upon written request to the Administrator, 
without complete withdrawal from the Plan. A form on the reverse side of the 
account statement may be used for that purpose. Any such request will be 
processed weekly, and a certificate for the whole number of shares withdrawn 
will be sent to the participant. Any withdrawal request received by the
Administrator on or after an ex-dividend date (two business days before 
record date) will not be processed until after the dividend relating to that 
record date has been reinvested.
          
        The certificates for shares withdrawn will be registered in the 
participant's name as shown on the account registration. The certificates may 
be registered in another name subject to compliance with the Administrator's 
transfer requirements as discussed under ``Gifts or Transfer of Common
Stock.''
          
        Dividends on any shares withdrawn from the Plan in certificate form 
will continue to be reinvested in the Plan if the participant has elected 
the Full Reinvestment option. For participants who have elected other 
investment options, dividends on any shares withdrawn from the Plan in 
certificate form will be reinvested or paid in cash, consistent with the 
participant's current election.


Complete Withdrawal from Plan
          
        A participant may completely withdraw from the Plan by giving written 
notice of withdrawal to the Administrator. A notice of complete withdrawal 
from the Plan will be processed weekly, and a certificate for all whole 
shares in the participant's account and a check for the proceeds from the 
sale of any fractional share will be sent to the participant. Any withdrawal 
request received by the Administrator on or after an ex-dividend date (two 
business days before record date) will not be processed until after the 
dividend relating to that record date has been reinvested.
          
        The certificates for shares withdrawn will be registered in the 
participant's name as shown on the account registration. The certificates 
may be registered in another name subject to compliance with the 
Administrator's transfer requirements as discussed under ``Gifts or Transfer 
of Common Stock.''

Gifts or Transfer of Common Stock
          
        If a participant wishes to change the ownership of all or part of his 
Common Stock held in the Plan, a gift or transfer may be made subject to 
compliance with the Administrator's transfer requirements and the rules of 
the Securities Transfer Association, Inc. Any such request must be in 
writing, bear the signature of the participant and such signature must be
accompanied by a Medallion Guarantee from a commercial bank, member of the 
New York Stock Exchange or other participant in the Medallion Program.
          
        A new Plan account will be opened in the name of the person to whom 
the shares are transferred, but no stock certificate will be issued. A Plan 
Prospectus will be mailed to such person as a new shareholder and any 
dividends paid on the new account will be reinvested unless the Administrator 
receives a completed Enrollment Form from the new shareholder indicating a
different reinvestment option.
          
        IPALCO will provide the participant who requested the transfer and 
the new shareholder with an account statement to confirm establishment of the 
new account and reflect current transactions. In addition, gift certificates 
reflecting the gift or transfer are available upon request.

Sale of Common Stock

        A participant may request in writing that the Administrator sell all 
or any portion of the shares held in the Plan account. Requests for sales 
may be made at any time and the Administrator will forward the sale 
instructions to the Agent weekly. The Agent will sell such shares as soon as 
practicable after processing the request. A check made payable to the
shareholder of record for the sale proceeds, less any brokerage commission, 
will be sent within three business days after the date of sale. Any sale 
request received by the Administrator on or after an ex-dividend date (two 
business days before record date) will not be processed until after the 
dividend relating to that record date has been reinvested. There is no 
provision in the Plan for participants, IPALCO or the Administrator to order 
a specified price, the markets on which shares are sold or the selection of 
the broker or dealer (other than the Agent) through or from whom sales may 
be made. For participants selling whole shares and fractional shares, the 
price of the fractional share will be based upon the same price received for 
the whole shares.

Costs
          
        Brokerage commissions resulting from open market purchases of Common 
Stock made by the Agent for an Investment Date will be added to the price 
per share of Common Stock. Brokerage commissions will be a negotiated rate 
established under the terms of IPALCO's agreement with the Agent, which is 
$0.06 per share as of the date of this Prospectus. However, there are
no brokerage commissions charged to participants when new issue shares

of Common Stock are being purchased under the Plan. If a participant sells 
shares held in the Plan, the Agent will deduct the brokerage commission and 
other charges related to such sale. All other costs associated with the 
administration of the Plan are paid by IPALCO.

Reports to Participants

        Each participant in the Plan will receive an account statement after 
completion of each transaction affecting such account, including each 
dividend payment date, after each optional cash purchase, deposit, sale, 
withdrawal or transfer. The statement will show, as applicable, the date of 
the transaction, the amount invested, the purchase price of the Common Stock, 
the number of shares purchased, deposited, sold, transferred, or withdrawn, 
total shares held in the Plan, and other relevant information. Participants 
should retain these statements of account in order to establish the cost 
basis, for tax purposes, for shares of Common Stock acquired under the Plan.
In addition, participants will receive copies of the same communications sent 
to all holders of Common Stock, including IPALCO's annual report to 
shareholders, annual meeting materials, and certain income tax information 
for reporting dividends paid or reinvested.

Certificates for Shares

        Certificates for all or a portion of whole shares of Common Stock 
purchased under the Plan will be issued out of a participant's account only 
upon written request. A form on the reverse side of the account statement 
may be used for that purpose. Certificates for fractional interest in shares 
will not be issued under any circumstances. Upon withdrawal or termination
from the Plan, fractional shares will be aggregated with other fractional 
shares and sold through the Plan and a check for the proceeds will be mailed 
directly to the participant.
          
        Shares credited to the account of a participant under the Plan may 
not be pledged. Participants who wish to pledge their Common Stock must 
request that such shares be withdrawn from the Plan and that certificates be 
issued in the participant's name.

Safekeeping Services for Certificates
        
        The Plan's Safekeeping Service allows Plan participants to deposit 
certificated shares of Common Stock for safekeeping. Shares deposited for 
safekeeping will be held in the name of the nominee of the Administrator and 
credited to the participant's account under the Plan. Plan participants may 
instruct the Administrator to reinvest all or a portion of the dividends or
pay dividends in cash.
          
        The Plan's Safekeeping Service offers two significant advantages to 
participants. First, the risk associated with loss, theft or destruction of a 
participant's certificated shares is eliminated. Second, because certificated 
shares deposited with the Plan for safekeeping are treated the same way as 
other shares held in the Plan, they may be sold through the Plan in a
convenient and economical manner.
          
        Participants who wish to deposit certificated shares of Common Stock 
with the Plan should send them to the Administrator with written instructions 
to place them in safekeeping. The certificates should not be endorsed and the 
assignment section should not be completed. Participants are urged to send 
stock certificates by certified mail, return receipt requested.

Amendment or Termination of the Plan
          
        IPALCO reserves the right to amend, suspend, modify or terminate the 
Plan at any time, in whole, in part, or with respect to participants in one 
or more jurisdictions, without the approval of participants. All participants 
will receive notice of any such amendment, suspension, modification or 
termination. Upon termination of the Plan, certificates for whole shares 
credited to a participant's account under the Plan will be issued and a cash 
payment will be made for any fractional interest in shares as provided herein.

Federal Income Tax Consequences
          
        Cash dividends paid to participants or reinvested under the Plan will 
be taxable as having been received by a participant, even though the 
participant has not actually received them in cash. A participant will 
receive an annual statement from the Administrator indicating the amount of 
cash dividends or reinvested dividends reported to the U.S. Internal Revenue 
Service (``Service'') as dividend income.
          
        A participant will not realize gain or loss for U.S. Federal income 
tax purposes upon the transfer of shares to the Plan or the withdrawal of 
whole shares from the Plan. Participants will, however, generally realize 
gain or loss upon the sale of shares (including the receipt of cash for 
fractional shares) held in the Plan.
          
        As a general matter, the tax basis of shares purchased with 
reinvested dividends or cash payments will equal the cost of such shares, 
including any brokerage fees and related charges paid out of the reinvested 
dividends or optional cash. An exception applies to shares purchased with 
reinvested dividends excluded from gross income under a limited election 
available during the period 1982 through 1985, as to which shares the tax
basis is generally zero.
          
        Plan participants who are non-resident aliens or non-U.S. 
corporations, partnerships or other entities generally are subject to a 
withholding tax on dividends paid on shares held in the Plan. The 
Administrator is required to withhold from dividends paid the appropriate 
amount determined in accordance with Service regulations. Where applicable, 
this withholding tax is determined by treaty between the U.S. and the 
country in which such participant resides. Accordingly, the amount of any
dividends, net of the applicable withholding tax, will be credited to 
participant Plan accounts for investment in additional shares of Common 
Stock or paid to the participant in cash.
          
        The foregoing does not purport to be a comprehensive summary of all 
of the tax considerations that may be relevant to a participant in the Plan. 
In addition, special tax considerations may apply to certain participants; 
therefore, participants are urged to consult their tax advisors regarding
the consequences of participation in the Plan.

Other Information
          
        Stock dividend, stock split, or other distribution. Any shares of 
Common Stock distributable by IPALCO as a stock dividend, a stock split, or a 
similar transaction on shares of Common Stock credited to a participant's 
account under the Plan as of the record date for such stock dividend, stock 
split or other distribution will be credited to that account under the Plan.

        Rights offering. In the event that IPALCO makes a Common Stock rights 
offering, the subscription rights pertaining to any shares registered in the 
names of participants in the Plan would be mailed directly to them, in the 
same manner as to shareholders not participating in the Plan. The rights 
pertaining to shares held in Plan accounts would be sold by the Agent and
the proceeds used to purchase additional shares of Common Stock to be 
allocated to such accounts. Participants wishing to exercise, transfer or 
sell rights belonging to shares held in their Plan accounts must request 
that the Administrator withdraw such shares from their accounts before the 
record date for the rights offering.
          
        Voting of Shares. A participant will have the exclusive right to 
exercise all voting rights respecting shares of Common Stock credited to his 
account. IPALCO will forward all shareholder materials relating to shares of 
Common Stock credited to a participant's account to the participant. A 
participant may vote all shares of Common Stock, including fractional shares, 
credited to his account in person or by proxy.  A participant's proxy card 
will include shares of Common Stock credited to his account and shares of 
Common Stock registered in his name. Shares of Common Stock credited to a 
participant's account will not be voted unless the participant or his proxy 
votes them.


PLAN OF DISTRIBUTION
          
        The Common Stock offered hereby is offered pursuant to the Plan which 
provides for the purchase of shares of Common Stock, either from IPALCO's 
authorized but unissued shares, by an Agent on the open market, or in 
privately negotiated transactions. As of the date of this Prospectus, shares 
of Common Stock purchased for participants under the Plan are being purchased 
on the open market by an Agent, as defined herein. IPALCO may not change its 
determination regarding the source of purchases of shares under the Plan more 
than once in any three month period. The primary consideration in determining 
the source of shares of Common Stock to be used for purchases under the Plan
is expected to be IPALCO's need to increase equity capital. The determination 
whether to purchase Common Stock in the form of new issue shares or on the 
open market shall be made by IPALCO's Board of Directors, at its sole 
discretion, without notice to participants. Participants pay a brokerage 
commission to the Agent on each purchase and sale of Common Stock on the open
market, and all other costs and expenses associated with the Plan are paid by 
IPALCO.


USE OF PROCEEDS
          
        As of the date of this Prospectus, shares of Common Stock purchased 
for participants under the Plan are being purchased on the open market and 
IPALCO will not receive any proceeds. The proceeds to be received by IPALCO 
from the sale of new issue shares of Common Stock offered hereby, after 
payment of the expenses incurred in the administration of the Plan, will be
placed in IPALCO's treasury and used to meet current expenditures and for 
general corporate purposes. IPALCO has no basis for estimating either the 
number of new issue shares of Common Stock, if any, that may be purchased 
under the Plan or the prices at which such shares will be purchased.


EXPERTS

        The consolidated financial statements and the related consolidated 
financial statement schedules incorporated by reference in this Prospectus 
have been audited by Deloitte & Touche LLP, independent auditors, as stated 
in their reports, which are incorporated herein by reference, and have been 
so incorporated in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.


LEGAL OPINIONS
          
        Certain legal matters in connection with the Common Stock offered 
hereby have been passed upon for IPALCO by Bryan G. Tabler, Vice President, 
Secretary and General Counsel of IPALCO, One Monument Circle, Indianapolis, 
Indiana 46204. As of June 15, 1996, Mr. Tabler owned 9,332 shares of IPALCO's 
Common Stock. Mr. Tabler is acquiring additional shares of IPALCO Common 
Stock at regular intervals through the Indianapolis Power & Light Company
Employees' Thrift Plan and through this Plan.

TABLE OF CONTENTS                                               Page

Questions Concerning the Plan                                     2
Available Information                                             2
Incorporation of Certain Documents by
     Reference                                                    2
IPALCO Enterprises, Inc. and
     Its Subsidiaries                                             3
IPALCO PowerInvest                                                3
   Purpose                                                        3
   Administration                                                 3
   Eligibility                                                    4
   Enrollment                                                     4
   Employee Enrollment                                            5
   Dividend Reinvestment Options                                  5
   Changing Reinvestment Options                                  5
   Direct Deposit of Dividends                                    5
   Optional Cash Payments                                         5
   Electronic Stock Purchase                                      6          
   Dividends                                                      6
   Investment Dates                                               6      
   Purchase Procedures and Prices                                 7
   Partial Withdrawal of Shares from Plan                         7
   Complete Withdrawal from Plan                                  8
   Gifts or Transfer of Common Stock                              8
   Sale of Common Stock                                           8
   Costs                                                          8
   Reports to Participants                                        9
   Certificates for Shares                                        9
   Safekeeping Services for Certificates                          9
   Amendment or Termination of the Plan                           9
   Federal Income Tax Consequences                               10
   Other Information                                             10
Plan of Distribution                                             11
Use of Proceeds                                                  11
Experts                                                          11
Legal Opinions                                                   11


No person has been authorized to give any information or to make any 
representations, other than those contained in this Prospectus, and, if given 
or made, such information or representations must not be relied upon as 
having been authorized by IPALCO Enterprises, Inc. This Prospectus does not 
constitute an offer to sell or the solicitation of an offer to buy any of the 
securities offered hereby in any jurisdiction to or from any persons to whom 
it is unlawful to make or solicit such offer in such jurisdiction. Neither 
the delivery of this Prospectus nor any sales made hereunder shall under any 
circumstances create any implication that there has been no change in the 
affairs of IPALCO since the date hereof or that the information herein is 
correct as of any time subsequent to its date.

                            IPALCO ENTERPRISES, INC.


                           Common Stock, No Par Value













                              IPALCO PowerInvest











                             P R O S P E C T U S













                             September 10, 1996