Exhibit 31.2

Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and
Exchange Act of 1934

I, Kurt A. Tornquist, certify that:

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

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|Date: | August 7, 2008 | By: | /s/ Kurt A. Tornquist          | 
|      |                |     | Kurt A. Tornquist              | 
|      |                |     | Vice President, Controller and | 
|      |                |     | Principal Financial Officer    |