Exhibit 10.22

             Indianapolis Power & Light Company

   M     E     M     O     R     A     N     D     U     M

                                   DATE:     April 29, 1997

     TO:  See Distribution Below

   FROM:  R.L. Humke

SUBJECT:  1997 Management Incentive Plan


                       DISTRIBUTION:

Officers            Directors           Section or Shift Supervisor
Superintendents     Assistant           Foremen and Multi-Foremen
                    Superintendents    
Managers            Division            Other First-Line
                    Supervisors         Supervisors


The 1997 Management Incentive Program (MIP) is established to
provide additional incentive and recognition while focusing
on the financial performance of IPL, the performance of our
Strategic Business Units (SBUs) and individual performance.

The Management Incentive Plan for 1997 is being expanded to
include all supervision from the section supervisor or
foreman level to the manager level.

MIP awards will be based on:


-    IPL's Financial Performance
          The measurement of IPL financial performance is Net
          Income.  A threshold, or minimum amount of IPL net
          income must be achieved before any award will be
          paid.  In 1997 that threshold amount is $112.7
          million.

-    SBU Performance
          Each SBU has established performance goals which
          can modify half of the bonus pool for employees of
          that SBU.  For associates who are part of the
          Corporate staff (non-SBU), the actual results of
          all four SBU performance goals are averaged to
          modify half the bonus pool.

-    Individual Performance
          Since the amount of the maximum potential award
          under the MIP has been significantly increased over
          prior years, a greater importance will be placed on
          individual performance.  The ultimate award any
          participant receives will be based on merit and as
          such some awards will be reduced.  The measure for
          individual performance will range from 0% to 100%.
          Participants performing at a high level can expect
          to receive a full award.  Less amounts will be
          granted to those participants where further
          improvement is needed.  Participants whose
          performance is unsatisfactory will not receive an
          award.

Special requests for inclusion in the MIP need to be
submitted for approval to the Vice President of Human
Resources.  Documentation supporting inclusion in the Plan is
required.  In addition, at year-end, Organizational Heads may
recommend other associates who have specific work assignments
that have significantly affected IPL's performance.

If a participant retires, becomes disabled or dies during
1997, or if a person becomes eligible after the year begins,
any award payable to such person shall be prorated.

Additionally, the Big Dollar Award Program is being
continued.  It is designed to reward other associates who
have made an extraordinary contribution toward Company
performance.  A formal Big Dollar Award Program description
is attached.

If you have any questions concerning these programs, please
contact the leadership of your organization.



                                        R.L. Humke
                                        /s/ R.L. Humke

Attachment



Program Name:         Big Dollar Award Program

Purpose:              The program exist to provide
                      an immediate cash reward to an
                      associate who makes significant
                      contribution which will have a
                      substantial positive impact on the
                      Company.

Eligibility:          Any non-officer associate who is
                      not part of the Management Incentive
                      Program is potentially eligible to
                      receive a reward under this program.

Award Basis:          Associates whose acts, or
                      achievements are outside their normal
                      work requirement should be considered
                      for awards.  Extraordinary
                      contributions to Corporate Objectives
                      and organization assignments are the
                      principal criteria for these awards.
                      Superior work on normal work
                      assignments alone does not qualify an
                      individual for an award.  More
                      efficient operations, greater
                      productivity, better customer service,
                      reduced costs, higher earnings, and
                      enhanced public image are examples of
                      results which would warrant
                      consideration for an award.

Award Amount:         The amount of the award will
                      depend upon the significance and long-
                      term benefit to the Company.  As a
                      general rule, awards should be no less
                      than $200.

Process:              All associates and supervisors are asked
                      to identify acts or achievements of other
                      associates which should be considered
                      for an award.  Descriptions of such acts
                      should be directed to the organization
                      officer who will assess the achievement
                      and, if warranted, forward a
                      recommendation through the appropriate
                      senior officer to the President.
                      Recommendations should include
                      suggested award amounts.  The President
                      will approve and present these special
                      awards as these extraordinary
                      contributions are identified and
                      evaluated throughout the year.  The
                      intent is that an award follow these
                      acts or achievements as closely as
                      practical.  Therefore, recommendations
                      for awards should be expedited.

Administration:       The Vice President, Human Resources,
                      will administer this program, with the
                      assistance of the Controller.  All
                      checks will represent the award, less
                      necessary tax withholding.  The
                      organization officer should contact
                      corporate communications to arrange
                      appropriate publicity.