EXHIBIT 3.1


                            AMENDED
                   ARTICLES OF INCORPORATION
                              OF
              INDIANAPOLIS POWER & LIGHT COMPANY
                     Dated April 20, 1979
                               
                         As Amended By
                     ARTICLES OF AMENDMENT
                     Dated April 17, 1991
                               
                         As Amended By
                     ARTICLES OF AMENDMENT
                     Dated October 9, 1997
                               
                         As Amended By
                     ARTICLES OF AMEMDMENT
                     Dated January 8, 1998


                            AMENDED
                   ARTICLES OF INCORPORATION
                              OF
              INDIANAPOLIS POWER & LIGHT COMPANY



     The undersigned officers of INDIANAPOLIS POWER & LIGHT
COMPANY (hereinafter referred to as the "Company"), existing
pursuant to the provisions of The Indiana General Corporation
Act, as amended (hereinafter referred to as the "Act"),
desiring to give notice of corporate action effectuating
certain amendments of its Amended Articles of Incorporation by
the adoption of new Amended Articles of Incorporation to
supersede and take the place of its heretofore existing
Amended Articles of Incorporation approved and filed in
accordance with the Act on April 23, 1976, certifying the
following facts:


                         SUBDIVISION A
                        AMENDED ARTICLES

                  1.  Text of Amended Articles


     The exact text of the entire Amended Articles of
Incorporation of the Company (hereinafter referred to as the
"Amended Articles"), now is as follows:



                            AMENDED
                  ARTICLES OF INCORPORATION*
                              OF
              INDIANAPOLIS POWER & LIGHT COMPANY
                               
                           ARTICLE 1
                             Name

     The name of the Company is INDIANAPOLIS POWER & LIGHT
COMPANY.

                           ARTICLE 2
                      Purposes and Powers

     Section 1.  Purposes.  The purposes for which the Company
is formed are as follows:

      (a) General.  To generate, produce, transmit,
distribute, purchase and sell, furnish and supply, or
otherwise dispose of, as a public utility or otherwise, to the
public or to any city, town or community within or without the
State of Indiana, for public or private use, electricity,
heat, light, steam, steam heat, hot water, power, and any
other commodities or services now or hereafter furnished or
supplied by public utilities, for compensation; to construct,
purchase, lease or otherwise acquire, hold, own, operate,
manage or control, either alone or in conjunction with others,
any plant, property, equipment or facilities of any kind,
character and description whatsoever and wheresoever located,
used and useful or to be used and useful for or in connection
with the foregoing purposes; and to conduct, engage in and
carry on any manufacturing, merchandising and mercantile
business, and any other business whatsoever, not prohibited by
law.

     (b) Ancillary Purposes.  To do everything necessary,
proper, advisable or convenient for the accomplishment of the
purposes specified in subsection (a) of this Section; to
render services and to engage in allied and incidental lines
of business in connection therewith, and to do all other
things not forbidden by the Act, ** by other law, or by these
Amended Articles.

     Section 2.  Powers.  The Company, subject to any
limitations or restrictions imposed by the Act, other law or
by these Amended Articles, shall have the following general
rights, privileges and powers:

     (a) Personal Property.  To acquire (by purchase,
exchange, lease, hire or otherwise), hold, own, operate,
manage, control, use, lease, mortgage, pledge, give as
security, sell, convey, exchange or otherwise deal in and
dispose of, either alone or in conjunction with others,
personal property, tangible or intangible, and commodities of
every kind, character and description whatsoever and any
interests therein.

* Herein referred to as "Amended Articles".

** As used herein, refers to The Indiana General Corporation
Act, as amended.

     (b) Real Estate.  To acquire (by purchase, exchange,
lease, hire or otherwise), hold, own, operate, manage,
control, use, lease, mortgage, sell, convey, exchange or
otherwise deal in and dispose of, either alone or in
conjunction with others, real estate of every kind, character
and description whatsoever and wheresoever located, and any
interests therein, and any improvements thereon or
appurtenances thereto.

     (c) Eminent Domain.  To have and enjoy the right of
eminent domain to the full extent provided by law, and in the
exercise of such power to take, acquire, condemn and
appropriate lands, and any interests therein, including,
without limitation, easements, rights-of-way, grants,
concessions, and any other property or rights, for its
corporate purposes, together with all accommodations and
privileges necessary to accomplish the use or uses for which
the same are taken, all in the manner and upon the conditions
prescribed by the laws of the state or states in which such
power of eminent domain may be exercised from time to time by
the Company.

     (d) Permits and Concessions.  To acquire (by grant,
purchase, lease or otherwise) franchises, permits, licenses,
certificates of convenience and necessity, certificates of
authority, concessions, grants, rights, privileges and other
authorizations, of every kind and nature; to hold, own, use,
develop, operate under, lease, mortgage, pledge, sell, convey,
exchange or otherwise deal with and dispose of the same to the
extent permitted by law.

     (e) Acquisition of Assets, Properties, Plants, Business,
and Good Will.  To acquire (by purchase, exchange, lease, hire
or otherwise) so far as may be permitted by law, either alone
or in conjunction with others, all or any part of the assets,
properties, plants, business, or good will of any person,
firm, association, partnership, corporation, or other
entities, either domestic or foreign; to pay for the same in
cash, shares of capital stock, or obligations of the Company
or otherwise; to assume in connection therewith any
liabilities of any such transferor; and to hold, own, operate,
manage, control, use, develop, and to lease, mortgage, sell,
convey, exchange or otherwise deal in and dispose of, the
whole, or any part, of the assets, properties, plants,
business or good will so acquired.

     (f) Securities.  To purchase, take, receive, subscribe
for, or otherwise acquire, guarantee, own, hold, vote, use,
employ, sell, mortgage, lend, pledge or otherwise deal in and
dispose of, shares or other interests in, or obligations of,
other domestic or foreign corporations, associations,
partnerships, individuals, or other entities, for whatever
purpose or purposes organized or operating,  including direct
or indirect obligations or other securities of the United
States of America or of any other government, state,
territory, governmental district or municipality or of any
instrumentality thereof.

     (g) Partnership Arrangements.  To enter into any lawful
arrangement for sharing profits, union of interest, reciprocal
association, or cooperative association or partnership with
any one or more domestic or foreign corporations,
associations, partnerships, individuals or other entities, and
to enter into any general or limited partnership.

     (h) Agency.  To act as agent of or representative for any
one or more domestic or foreign corporations, associations,
partnerships, individuals, or other entities.
     
     (i) To Raise Funds.  To borrow or raise monies from time
to time, without limit as to amount; to execute, accept,
endorse, and deliver, as evidence of such borrowing, all kinds
of securities, including, but without limiting the generality
thereof, promissory notes, drafts, bills of exchange, bonds,
debentures, and other negotiable or non-negotiable instruments
and evidences of indebtedness; and to secure the payment and
performance of the obligations thereunder by mortgage on,
pledge of, or other security interest in the whole or any part
of the assets, properties, plants, business, franchises and
other operating rights, or good will of the Company, whether
at the time owned or thereafter acquired.

     (j) To Loan and Invest Funds.  To lend money for its
corporate purposes, invest and reinvest its funds from time to
time, and take and hold any property as security for the
payment of funds so loaned or invested; and to lend money to
its employees, but to make no advancement on account of
services to be performed in the future or any loan of money or
property to any officer or director of the Company.

     (k) Contracts.  To enter into, perform, terminate and
rescind contracts and other agreements.

     (l) Guaranties.  To make any guaranty respecting the
shares, dividends, securities, indebtedness, interest,
contracts or other obligations created by any one or more
domestic or foreign corporations, associations, partnerships,
individuals, or other entities.

     (m) Dealing in Its Own Shares.  To purchase, take,
receive or otherwise acquire, hold, own, sell, pledge,
transfer or otherwise dispose of its own shares; and purchases
of its own shares may be made, directly or indirectly, out of
its unreserved and unrestricted earned surplus, and, to the
extent permitted by the Act, out of its capital surplus.

     (n) Donations.  To make contributions out of the gross
income of the Company to such entities, and for any one or
more of such purposes, including the public welfare, or for
charitable, scientific, or educational purposes, as the Board
of Directors may reasonably believe will constitute such
contributions deductions from such gross income in computing
the net income of the Company subject to tax pursuant to the
provisions of the Internal Revenue Code as amended from time
to time.

     (o) Capacity to Act.  To have the capacity to act
possessed by natural persons, but the Company shall have
authority to perform only such acts as are necessary,
convenient or expedient to accomplish the purposes for which
it is formed and such as are not repugnant to law.

     (p) Officers, Agents, and Employees.  To elect officers,
to appoint agents and to hire employees; to define their
duties; to determine and fix their compensation; to establish
and to pay for life, disability, hospitalization, surgical
benefits and other insurance plans, pension plans, profit-
sharing plans, stock bonus plans, stock option plans, thrift
plans, and other incentive plans, for any or all of its
directors, officers and employees.

     (q) Indemnification.  To indemnify any director or
officer, or former director or officer, of the Company, or any
person who may serve at its request as a director or officer
of another corporation in which it owns shares or of which it
is a creditor, against expenses actually and reasonably
incurred by him in connection with the defense of any action,
suit or proceeding, civil or criminal, in which he is made a
party by reason of being or having been such director or
officer, or against judgments, fines, penalties, court costs
and attorney's fees, or reasonable amounts paid by him in
settlement in connection with any such action, suit or
proceeding, if he has acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Company, or, in respect to any criminal
action or proceeding, if he had no reasonable cause to believe
his conduct was unlawful; provided that no such director or
officer shall be so indemnified in relation to matters as to
which he shall be adjudged in any such action, suit or
proceeding to be liable for negligence or misconduct in the
performance of duty.

     The termination of any action, suit or proceeding by
settlement, or upon a plea of nolo contendere, or its
equivalent, shall not, of itself, create a presumption that
the director or officer involved therein did not act in good
faith and in a manner which he reasonably believed to be in,
or not opposed to, the best interests of the Company, or, in
respect to any criminal action or proceeding, that he had
reasonable cause to believe his conduct was unlawful.

     Any indemnification shall be made by the Company only as
authorized in a specific case upon the determination that
indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in this subsection (q).  Such determination
shall be made by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such
action, suit or proceeding, or if such a quorum is not
obtainable, or if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion.

     Any such indemnification of a director or officer shall
not be deemed exclusive of any other rights to which he may be
entitled as a matter of law or under any other provision of
these Amended Articles, or any resolution, or other
authorization heretofore or hereafter adopted, after notice,
by a majority vote of all the voting shares of the Company
then issued and outstanding.

     (r) Statutory Powers.  To have and to exercise all the
general rights, privileges and powers conferred by the laws of
the State of Indiana upon corporations formed under the Act,
and all amendments made thereto from time to time, and all
applicable subsequent laws of the State of Indiana.

     (s) Ancillary Powers.  To do all acts and things
necessary, convenient or expedient to carry out the purposes
for which the Company is organized.

     Section 3.  Construction of Powers as Purposes.  The
powers enumerated in Section 2 of this Article shall be
construed as purposes as well as powers, and the matters
expressed in each clause thereof shall be in no wise limited
by reference to, or inference from, the terms of any other
clause, each of such clauses being regarded as creating
independent powers and purposes.  The enumeration of specific
additional powers in the clauses of Section 2 shall not be
construed as limiting or restricting in any manner either the
meaning of general terms used in this Article or the scope of
the powers of the Company created thereby; nor shall the
expression of one thing be deemed to exclude another not
expressed although it be of like nature.

     Section 4.  Carrying Out of Purposes and Exercise of
Powers in Any Jurisdiction.  The Company may carry out its
purposes, conduct its business, and exercise its powers in any
state, territory, district or possession of the United States
of America, or in any foreign country, to the extent that such
purposes and powers are not forbidden by the laws of such
state, territory, district or possession of the United States
of America, or by such foreign country; and, in the case of
any state, territory, district or possession of the United
States of America, or any foreign country, in which one or
more of such purposes or powers are forbidden by law, the
Company may limit the purpose or purposes which it proposes to
carry on or the powers it proposes to exercise in such state,
territory, district or possession of the United States of
America, or foreign country, to such purpose or purposes or
powers as are not forbidden by the law thereof in any
application to do business in such state, territory, district
or possession of the United States of America, or foreign
country.

     Section 5.  Limiting Provision.  Nothing in these Amended
Articles shall be construed to authorize the conduct by the
Company of rural loan and savings associations, credit unions,
a banking, railroad, insurance, surety, trust, safe deposit,
mortgage guarantee, or building and loan business, or to
authorize the Company to carry on the business of receiving
deposits of money, bullion, or foreign coins, or issuing
bills, notes or other evidences of debt for circulation as
money.

                           ARTICLE 3
                       Term of Existence

     The period during which the Company shall continue is
perpetual.

                           ARTICLE 4
              Principal Office and Resident Agent

     The post office address of the principal office of the
Company is:

               25 Monument Circle,
               Indianapolis, Marion County, Indiana

and the name and post office address of its Resident Agent is:

               Marcus E. Woods
               25 Monument Circle,
               Indianapolis, Marion County, Indiana.

                           ARTICLE 5
                        Number of Shares

     The total number of shares which the Company shall have
authority to issue is twenty-two million (22,000,000) shares,
consisting of two million (2,000,000) shares of the par value
of one hundred dollars ($100) per share, and twenty million
(20,000,000) shares without par value.

        (Amended by Articles of Amendment, see page 19)


                           ARTICLE 6
                        Terms of Shares

     The designation of the different classes of shares, the
number and the par value, if any, of the shares of each class,
and a statement of the relative rights, preferences,
limitations and restrictions of each class, including the
authority of the Board of Directors with respect thereto, are
as follows:

                      A.  Preferred Stock

     Section 1.  Designation of Class, Number and Par Value of
Shares.  The two million (2,000,000) shares of the par value
of $100 per
 share shall constitute a single class designated as the
"Cumulative Preferred Stock" (herein referred to as the
"Preferred Stock").

     Section 2.  Preferred Stock Issuable in Series.  The
Preferred Stock may be issued from time to time in one or more
series, with such distinctive serial designations as shall be
stated and expressed in the resolution or resolutions providing
for the issue of such stock from time to time adopted by the
Board of Directors.  All shares of the Preferred Stock of any one
series shall be identical with each other in all respects except,
if so determined by the Board of Directors, as to the dates from
which dividends thereon shall be cumulative; and all shares of
the Preferred Stock shall be of equal rank with each other,
regardless of series, and shall be identical with each other in
all respects except as herein provided.

     Section 3.  Authority of Board of Directors.  In the
resolution or resolutions providing for the issue of shares of
each particular series of the Preferred Stock, the Board of
Directors is hereby expressly authorized to fix and determine, so
far as not inconsistent with the provisions of these Amended
Articles, and to the full extent now or hereafter permitted by
the laws of the State of Indiana in respect of the matters set
forth in the following subparagraphs (a) to (f), inclusive:

     (a) Dividends.  The annual dividend rate for such series.

     (b) Redemption.  The redemption price or prices per share of
such series.

     (c) Liquidation.  The amount per share which the shares of
such series shall be entitled to receive in the event of a
voluntary liquidation, dissolution, or winding up of the Company.
     
     (d) Sinking Fund.  The terms and amount of any sinking fund
provided for the purchase or redemption of the shares of such
series.

     (e) Conversion.  The rights, if any, of the holders of
shares of such series to convert such shares into shares of
Common Stock or other junior stock of the Company, with any
provisions for the subsequent adjustment of such conversion
rights.

     (f) Miscellaneous.  The maximum number of shares of such
series issuable.

     Section 4.  General Provisions Applicable to Preferred
Stock.  The following provisions shall apply to all the Preferred
Stock of the Company irrespective of series:

     (a) Dividends.  The Preferred Stock of each series shall be
entitled, in preference to the Common Stock, to receive dividends
at, but not exceeding, the dividend rate fixed for such series
and expressed in the certificates therefor, payable quarter-
yearly, when and as declared by the Board of Directors, out of
the surplus earnings or net profits or surplus paid in in cash of
the Company, on the first days of January, April, July and
October in each year.  Such dividends shall be cumulative from
and after the date of issue in the case of the first 100,000
shares of Preferred Stock issued by the Company, and, in the case
of all additional shares of Preferred Stock issued, such
dividends shall be cumulative from the quarterly dividend payment
date on or next preceding the date on which they shall have been
issued, except that, if so determined by the Board of Directors,
another date may be fixed therefor.

     If, at the time of the issue of additional shares of
Preferred Stock, dividends upon the shares of Preferred Stock at
the time outstanding shall not then have been paid or declared
and set apart for payment at the fixed dividend rate from the
date or dates after which dividends on said shares became
cumulative to the beginning of the then current dividend period,
no dividend shall be declared or paid on the additional shares of
Preferred Stock issued at such date until all such dividends in
arrears shall have been paid or declared and set apart for
payment as aforesaid and none of the provisions hereof shall be
deemed to prevent the declaration and payment of such dividends
in arrears without a declaration or payment of dividends on the
additional shares so issued.

     If at any time the payment of dividends to any particular
holder of record of outstanding shares of Preferred Stock would
require the payment of a sum which would include a fraction of a
cent, then the Company may pay to such shareholder of record the
next higher integral amount in cents.

     When dividends upon all shares of Preferred Stock then
outstanding at the fixed dividend rate from the date or dates
after which dividends on said shares became cumulative to the end
of the current dividend period shall have been paid or declared
and set apart for payment, the Board of Directors in its
discretion may declare dividends on the Common Stock of the
Company out of the surplus earnings or net profits or surplus
paid in in cash of the Company, and no holders of any shares of
Preferred Stock, as such, shall be entitled to share therein.
     
     Unless dividends on all outstanding shares of Preferred
Stock, at the fixed dividend rate from the date or dates after
which dividends on said shares became cumulative to the end of
the current dividend period shall have been paid or declared and
set apart for payment, no dividends shall be paid or declared and
no other distribution shall be made on the Common Stock, and no
Common Stock shall be purchased or otherwise acquired for value
by the Company.

     (b)  Liquidation.  Upon any voluntary liquidation,
dissolution or winding up of the Company, the Preferred Stock of
each series shall be entitled, before any distribution shall be
made to the holders of the Common Stock, to be paid the full
preferential amount fixed by the Board of Directors for such
series as herein authorized, and, in the event of involuntary
liquidation, dissolution or winding up of the Company, the
Preferred Stock of each series shall be entitled to be paid the
sum of $100 per share plus an amount which shall be equal to the
dividends accrued and unpaid thereon; but the holders of the
Preferred Stock shall be entitled to no further participation in
such distribution; and the holders of the Common Stock shall be
entitled, to the exclusion of the holders of the Preferred Stock,
to share ratably in all assets of the Company remaining after
payment to the holders of the Preferred Stock of the full
preferential amounts aforesaid.  If upon such liquidation,
dissolution or winding up of the Company, the assets
distributable among the holders of the Preferred Stock shall be
insufficient to permit the payment in full to such holders of the
preferential amounts aforesaid, then the entire assets of the
Company to be distributed shall be distributed among the holders
of the Preferred Stock, then outstanding, ratably in proportion
to the full preferential amounts to which they are respectively
entitled.

     As used herein, the expression "dividends accrued or in
arrears" means, in respect of each share of the Preferred Stock,
an amount equal to simple interest upon the sum of $100 per share
at the annual rate equal to the dividend rate fixed for such
series from the date from which dividends thereon commenced to
accrue to the date as of which the computation is to be made,
less the aggregate amount (without interest thereon) of all
dividends theretofore paid or declared and set apart for payment
in respect thereof.

     Nothing in this subsection (b) shall be deemed to prevent
the redemption of Preferred Stock in any manner permitted by the
next succeeding subsection (c).

     A consolidation or merger of the Company with any other
corporation or corporations shall not be regarded as a
liquidation, dissolution or winding up of the Company within the
meaning of this subsection (b), providing that such consolidation
or merger does not materially impair the rights and preferences
of the Preferred Stock.

     (c)  Redemption.  The Company, by action of its Board of
Directors, may redeem the whole or any part of the Preferred
Stock or of any series thereof, at any time or from time to time,
at a price for each series thereof equal to the par value
thereof, plus a premium of such additional amount per share, if
any, as shall have been fixed as payable in case of redemption in
respect of such series and expressed in the certificates
therefor, together with the amount of all dividends accrued or in
arrears thereon to the date fixed for redemption.  At least
thirty (30) days and not more than ninety (90) days prior to the
date fixed for such redemption, notice of such redemption shall
be mailed to the holders of record of the shares of the Preferred
Stock so to be redeemed, at their respective addresses as the
same shall appear on the books of the Company.

     In case of the redemption of a part only of the Preferred
Stock at the time outstanding, the Company shall select by lot,
or in such other manner as the Board of Directors may determine,
the shares so to be redeemed.  The Board of Directors shall have
full power and authority, subject to the limitations and
provisions herein contained, to prescribe the manner in which,
and the terms and conditions upon which, the shares of the
Preferred Stock shall be redeemed from time to time.

     If such notice of redemption shall have been duly given as
hereinbefore provided and if on or before the redemption date
specified in such notice all funds necessary for such redemption
shall have been set aside by the Company, separate and apart from
its other funds, in trust for the account of the holders of the
shares to be redeemed, so as to be and continue to be available
therefor, then, notwithstanding that any certificate for such
shares so called for redemption shall not have been surrendered
for cancellation, from and after the date fixed for redemption,
the shares represented thereby shall no longer be deemed
outstanding, the right to receive dividends thereon shall cease
to accrue and all rights with respect to such shares so called
for redemption shall forthwith on such redemption date cease and
terminate, except only the right of the holders thereof to
receive, out of the funds so set aside in trust, the amount
payable upon redemption thereof, without interest; provided,
however, that the Company may, after giving notice of any such
redemption as hereinbefore provided or after giving to the bank
or trust company hereinafter referred to irrevocable
authorization to give such notice and, at any time prior to the
redemption date specified in such notice, deposit in trust, for
the account of the holders of the shares to be redeemed, funds
necessary for such redemption with a bank or trust company in
good standing, organized under the laws of the United States of
America or of the State of New York, doing business in the
Borough of Manhattan, the City of New York, or of the State of
Illinois, doing business in the City of Chicago, having capital,
surplus and undivided profits aggregating at least $2,000,000,
designated in such notice of redemption, and upon such deposit in
trust, all shares with respect to which such deposit shall have
been made shall no longer be deemed to be outstanding, and all
rights with respect to such shares shall forthwith cease and
terminate, except only the right of the holders thereof to
receive, out of the funds so deposited in trust, from and after
the date of such deposit, the amount payable upon the redemption
thereof, without interest.

     Nothing herein contained shall limit any legal right of the
Company to purchase or otherwise acquire any shares of the
Preferred Stock.

     (d)  Limitation Upon Issue of Parity Preferred Stock or
Merger or Consolidation.  So long as any shares of the Preferred
Stock are outstanding, the Company shall not, without the consent
(given by vote at a meeting called for that purpose) of the
holders of at least a majority of the total number of shares of
the Preferred Stock then outstanding;

               (i)  create or authority any class of
          stock ranking on a parity with the Preferred
          Stock, or create or authorize any obligation
          or security convertible into shares of stock
          of any such class; or

               (ii) merge or consolidate with or into
          any other corporation or corporations.

     (e)  Limitation Upon Issue of Prior Preferred Stock or
Amendment of Preferred Stock.  So long as any shares of the
Preferred Stock are outstanding, the Company shall not, without
the consent (given by vote at a meeting called for that purpose)
of the holders of at least two-thirds of the total number of
shares of the Preferred Stock then outstanding:

               (i)  create or authorize any class of
          stock ranking prior to the Preferred Stock,
          or create or authorize any obligation or
          security convertible into shares of stock or
          any such class; or

               (ii) amend, alter, change or repeal any
          of the express terms of the Preferred Stock
          then outstanding in a manner prejudicial to
          the holder thereof.

     (f)  Net Income Limitation Upon Issue of Preferred Stock.
So long as any shares of the Preferred Stock are outstanding, the
Company shall not, without the consent (given by vote at a
meeting called for that purpose) of the holders of at least a
majority of the total number of shares of Preferred Stock then
outstanding, issue any shares of Preferred Stock in addition to
the first 100,000 shares of the Preferred Stock issued by the
Company, unless the net income of the Company applicable to the
payment of interest on the funded debt of the Company and the
dividends on the Preferred Stock for any twelve consecutive
calendar months within the fifteen calendar months immediately
preceding the calendar month within which such additional shares
of Preferred Stock shall be issued, shall have been at least one
and one-half times the aggregate of the interest on the funded
debt of the Company for a twelve months' period and the dividend
requirements for a twelve months' period upon the entire amount
of the Preferred Stock then outstanding and such additional
shares of the Preferred Stock proposed to be issued.
     
     (g)  Limitation Upon Issue of Unsecured Indebtedness.  So
long as any shares of the Preferred Stock are outstanding, the
Company shall not, without the consent (given by vote at a
meeting called for that purpose) of the holders of a majority of
the total number of shares of the Preferred Stock then
outstanding, issue any unsecured notes, debentures or other
securities representing unsecured indebtedness, or assume any
such unsecured securities, for purposes other than the refunding
of outstanding unsecured securities theretofore issued or assumed
by the Company or the redemption or other retirement of all
outstanding shares of the Preferred Stock, if, immediately after
such issue or assumption, the total principal amount of all
unsecured notes, debentures or other securities representing
unsecured indebtedness issued or assumed by the Company and then
outstanding (including the unsecured securities then to be issued
or assumed) would exceed twenty per centum (20%) of the aggregate
of (i) the total principal amount of all bonds or other
securities representing secured indebtedness issued by the
Company, and then to be outstanding and (ii) the capital and
surplus of the Company as then to be stated on the books of
account of the Company.
     
                         B. Common Stock

     Section 1.  Designation of Class, Number and Par Value of
Shares.  The twenty million (20,000,000) shares without par value
shall constitute a single class designated as the "Common Stock"
(herein referred to as the "Common Stock").

     Section 2.  General Provisions Applicable to Common Stock.
The following provisions shall apply to all shares of the Common
Stock of the Company:

     (a) Preferences and Equality of Shares.  The shares of the
Common Stock shall not be entitled to any preferences and each
share of Common Stock shall be equal to every other share of such
stock in every respect.

     (b) Dividends.  When dividends upon all shares of Preferred
Stock then outstanding at the fixed dividend rate from the date
or dates after which dividends on said shares became cumulative
to the end of the current dividend period shall have been paid or
declared and set apart for payment, the Board of Directors in its
discretion may declare dividends on the Common Stock of the
Company out of the surplus earnings or net profits or surplus
paid in in cash of the Company, and no holders of any shares of
Preferred Stock, as such, shall be entitled to share therein.

     Unless dividends on all outstanding shares of Preferred
Stock, at the fixed dividend rate from the date or dates after
which dividends on said shares became cumulative to the end of
the current dividend period shall have been paid or declared and
set apart for payment, no dividends shall be paid or declared and
no other distribution shall be made on the Common Stock, and no
Common Stock shall be purchased or otherwise acquired for value
by the Company.
     
     (c) Liquidation.  Upon any liquidation, dissolution or
winding up of the Company, the holders of the Common Stock shall
be entitled, to the exclusion of the holders of the Preferred
Stock,  to share ratably in all assets of the Company remaining
after payment to the holders of the Preferred Stock of the full
preferential amounts referred to in Article 6, A, Section 4,
subsection (b).

                 C.   Preferred and Common Stock
                                
     Section 1.  Issue and Consideration for Shares.  The
authorized shares of the Company of any class may be issued, sold
or otherwise disposed of by the Company for such amount of
consideration, in whole or in part, either in cash, property,
services or otherwise, whether less than, equal to, or in excess
of the par value, if any, of such shares, and upon such other
terms and conditions and to such persons, firms, corporations or
other legal entities, as may be determined from time to time by
the Board of Directors; and such shares, if Common Stock, may be
issued as dividends on, or to effect a split-up or division of,
the outstanding Common Stock of the Company, upon such terms and
conditions as the Board of Directors may by resolution fix and
determine, from time to time; and when so issued, sold or
otherwise disposed of, and the consideration specified therefor
has been received by the Company, such shares shall be deemed
fully paid and non-assessable.

     Section 2.  Registered Owners.  To the extent permitted by
law, the Company shall be entitled to treat the person in whose
name any share is registered on the books of the Company as the
owner thereof, and shall not be bound to recognize any equitable
or other claim to, or interest in, such share on the part of any
other person, whether or not the Company shall have notice
thereof.

     Section 3.  Preemptive Rights.  No holder of any shares of
the Company shall have any preemptive right to purchase or
subscribe to any shares of any class of the Company, whether now
or hereafter authorized, or any bonds, debentures or other
securities convertible into or exchangeable for shares of the
Company, except such rights, if any, as the Board of Directors in
its discretion may from time to time grant to such holder.
                                
           (Amended by Articles of Amendment to add
                  Subdivision D, see page 19)

                            ARTICLE 7
                     Voting Rights of Shares

     Section 1.  General Voting Rights.  Every holder of the
Preferred Stock shall have two votes for each share of stock held
by him, and every holder of the Common Stock shall have one vote
for each share of Stock held by him, for the election of
directors and upon all other matters, except as otherwise
provided by these Amended Articles.

     Section 2.  Voting Rights in Event of Preferred Stock
Dividend Default.  If and when dividends payable on the Preferred
Stock shall be in default in an amount equivalent to four (4)
full quarter-yearly dividends on all shares of Preferred Stock
then outstanding, the holders of all shares of the Preferred
Stock, voting separately as one class, shall be entitled to
elect, at annual meetings of shareholders for the election of
directors until such default shall have been remedied, the
smallest number of directors necessary to constitute a majority
of the full Board of Directors, and the holders of the Common
Stock, voting separately as a class, shall be entitled to elect
the remaining directors of the Company.

     If and when all dividends then in default on the Preferred
Stock then outstanding shall be paid (and such dividends shall be
declared and paid out of any funds legally available therefor as
soon as reasonably practicable), the Preferred Stock shall
thereupon be divested of any special right with respect to the
election of directors provided in the immediately preceding
paragraph hereof, and the voting power of the Preferred Stock and
the Common Stock shall revert to the status existing before the
occurrence of such default; but always subject to the same
provisions for vesting such special rights in the Preferred Stock
in case of further like default or defaults in dividends thereon.

     Whenever the holders of the Preferred Stock, as a class,
become entitled to elect directors of the Company, as herein
provided, and a vacancy shall occur among such directors, such
vacancy shall be filled by the vote of a majority of the
remaining directors elected by the holders of the Preferred
Stock; and in like manner whenever the holders of the Common
Stock, as a class, become entitled to elect directors of the
Company, as herein provided, and a vacancy shall occur among such
directors, such vacancy shall be filled by the vote of a majority
of the remaining directors elected by the holders of the Common
Stock.  In all other cases, any vacancy occurring among the
directors shall be filled by the vote of a majority of the
remaining directors.
                                
                                
                            ARTICLE 8
                         Stated Capital

     The amount of stated capital of the Company at the time of
filing of these Amended Articles is at least $100,000,000.

                            ARTICLE 9
             Number and Qualifications of Directors
                                
     Section 1.  Number.  The number of directors of the Company
shall be not less than three, and the exact number of directors
shall be specified, from time to time, in the by-laws.  Subject
to this limitation, the number of directors may be increased or
decreased from time to time by amendment to the by-laws, but no
decrease shall have the effect of shortening the term of any
incumbent director.  If and whenever the by-laws do not contain a
provision specifying the number of directors, the number shall be
eleven.

     Section 2.  Qualifications.  Directors need not be
shareholders of the Company.  A majority of the directors at any
time shall be citizens of the United States of America and bona
fide residents and citizens of the State of Indiana.

                           ARTICLE 10
          Names, Addresses and Citizenship of Directors

     Section 1.  Names and Post Office Addresses.  The names and
post office addresses of the members of the Board of Directors of
the Company holding office at the time of the adoption of these
Amended Articles are as follows:

     Name                               Address

Charles A. Barnes        P. O. Box 706            Indianapolis Indiana
Thomas W. Binford        One Indiana Square       Indianapolis Indiana
Harriet H. Capehart      445 Pine Drive           Indianapolis Indiana
Raymond E. Crandall      740 S. Alabama Street    Indianapolis Indiana
Otto N. Frenzel, III     One Merchants Plaza      Indianapolis Indiana
Louis A. Highmark        11 S. Meridian St.       Indianapolis Indiana
Ralph W. Husted          25 Monument Circle       Indianapolis Indiana
Frank E. McKinney, Jr.   101 Monument Circle      Indianapolis Indiana
John D. Phelan           500 N. Meridian Street   Indianapolis Indiana
Alfred J. Stokely        941 N. Meridian Street   Indianapolis Indiana
Joseph T. Taylor         1219 W. Michigan St.     Indianapolis Indiana
Zane G. Todd             25 Monument Circle       Indianapolis Indiana
Carl B. Vance            25 Monument Circle       Indianapolis Indiana

     Section 2.  Citizenship.  All such directors are citizens of
the United States of America and a majority thereof are bona fide
residents and citizens of the State of Indiana.

                           ARTICLE 11
                     President and Secretary

     The name and address of the President of the Company is Zane
G. Todd, 25 Monument Circle, Indianapolis, Marion County,
Indiana, and the name and address of its Secretary is Marcus E.
Woods, 25 Monument Circle, Indianapolis, Marion County, Indiana.

                           ARTICLE 12
           Provisions for Regulations of Business and
                  Conduct of Affairs of Company

     Section 1.  Meetings of Shareholders.  Meetings of the
shareholders of the Company shall be held  at such place, within
or without the State of Indiana, as may be specified from time to
time in the respective notices, or waivers of notice, thereof, or
by the by-laws or by resolution of the shareholders or the Board
of Directors.  Any action required or permitted to be taken at
any meeting of the shareholders may be taken without a meeting
if, prior to such action, a written consent thereto is signed by
all of the shareholders entitled to vote with respect to the
subject matter thereof, and such written consent is filed with
the minutes of the proceedings of the shareholders.

     Section 2.  Meetings of Directors.  Meetings of the Board of
Directors of the Company, regular or special, shall be held at
such place, within or without the State of Indiana, as may be
specified  from time to time in the respective notices, or
waivers of notice, thereof, or by the by-laws.  Any action
required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a
meeting if, prior to such action, a written consent is filed with
the minutes of the proceedings of such Board or committee.

     Section 3.  By-laws.  The Board of Directors of the Company
shall have power, without the assent or vote of the shareholders,
to make, alter, amend or repeal the by-laws of the Company, but
the affirmative vote of a number of directors equal to a majority
of the number who would constitute the full Board of Directors at
the time of such action shall be necessary to take any action for
the making, alteration, amendment or repeal of the by-laws.

     Section 4.  Executive Committee.  If the by-laws of the
Company, for the time being in force, so provide, the Board of
Directors may, by resolution adopted by a majority of the actual
number of directors elected and qualified, from time to time,
designate two or more of its members to constitute an executive
committee, and one or more other committees; each of which
committees, to the extent provided in the resolution or by-laws
and not otherwise limited by the provisions of the Act, shall
have and exercise all of the authority of the Board of Directors,
and shall have power to authorize the execution of, and
affixation of the seal of the Company to, all papers or documents
which may require it.

     Section 5.  Places of Keeping of Books of Account, etc.
Subject to the limitations existing by virtue of the laws of the
State of Indiana, the books of account, records, documents and
papers of the Company may be kept at any place or places within
or without the State of Indiana.  Rules governing the place or
places where the books of account, records, documents and papers
of the Company are to be kept may be made from time to time by
the by-laws of the Company.

     Section 6.  Reliance by Directors on Books of Account, etc.
Each director of the Company shall be fully protected in relying
in good faith upon the books of account of the Company or
statements prepared by any of its officers and employees as to
the value and amount of the assets, liabilities and net income of
the Company, or any of such items; or in relying in good faith
upon any other information pertinent to the existence and amount
of surplus or other funds from which dividends might properly be
declared and paid.

     Section 7.  Provisions for Working Capital.  The Board of
Directors of the Company shall have power, from time to time, to
fix and determine and to vary the amount to be reserved as
working capital of the Company and, before the payment of any
dividends, it may set aside out of the net income of the Company
such sum or sums as it may from time to time in its absolute
discretion determine to be proper whether as a reserve fund to
meet contingencies or for the equalizing of dividends, or for
repairing or maintaining any property of the Company, or for an
addition to corporate surplus, or for any corporate purposes that
the Board of Directors shall think conducive to the best interest
of the Company, subject only to such limitations as the by-laws
of the Company may impose from time to time.

     Section 8.  Interest of Directors in Contracts.  A director
of this Company shall not in the absence of fraud be disqualified
by his office from dealing or contracting with this Company
either as a vendor, purchaser or otherwise, nor in the absence of
fraud shall any transaction or contract of this Company be void
or voidable or affected by reason of the fact that any director,
or any firm of which any director is a member, or any corporation
of which any director is an officer, director or shareholder, is
in any way interested in such transaction or contract, provided
that at the meeting of the Board of Directors or of a committee
thereof having authority in the premises, authorizing or
confirming said contract or transaction, the interest of such
director, firm or corporation is disclosed or made known and
there shall be present a quorum of the Board of Directors or of
the directors constituting such committee, and such contract or
transaction shall be approved by a majority of such quorum, which
majority shall consist of directors not so interested or
connected.  Nor shall any director be liable to account to this
Company for any profit realized by him from or through any such
transaction or contract of this Company ratified or approved as
aforesaid, by reason of the fact that he or any firm of which he
is a member, or any corporation of which he is a shareholder,
director or officer, was interested in such transaction or
contract.  Directors so interested may be counted when present at
meetings of the Board of Directors or of such committee for the
purpose of determining the existence of a quorum.  Any contract,
transaction or act of this Company or of the Board of Directors
or of any committee thereof which shall be ratified by a majority
in interest of a quorum of the shareholders having voting power
at any annual meeting or any special meeting called for such
purpose, shall be as valid and as binding as though ratified by
every shareholder of this Company.

     Section 9.  Indemnification of Directors and Officers.  The
Company may indemnify any director or officer, or former director
or officer, of the Company, or any person who may serve at its
request as a director or officer of another corporation in which
it owns shares or of which it is a creditor, against expenses
actually and reasonably incurred by him in connection with the
defense of any action, suit or proceeding, civil or criminal, in
which he is made a party by reason of being or having been such
director or officer, or against judgments, fines, penalties,
court costs and attorney's fees, or reasonable amounts paid by
him in settlement in connection with any such action, suit or
proceeding, if he has acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Company, or, in respect to any criminal action
or proceeding, if he had no reasonable cause to believe his
conduct was unlawful; provided that no such director or officer
shall be so indemnified in relation to matters as to which he
shall be adjudged in any such action, suit or proceeding to be
liable for negligence or misconduct in the performance of duty.

     The termination of any action, suit or proceeding by
settlement, or upon a plea of nolo contendere, or its equivalent,
shall not, of itself, create a presumption that the director or
officer involved therein did not act in good faith and in a
manner which he reasonably believed to be in, or not opposed to,
the best interests of the Company, or, in respect to any criminal
action or proceeding, that he had reasonable cause to believe his
conduct was unlawful.

     Any indemnification shall be made by the Company only as
authorized in a specific case upon the determination that
indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in this section.  Such determination shall be
made by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit
or proceeding, or if such a quorum is not obtainable, or if a
quorum of disinterested directors so directs, by independent
legal counsel in a written opinion.

     Any such indemnification of a director or officer shall not
be deemed exclusive of any other rights to which he may be
entitled as a matter of law or under any other provision of these
Amended Articles, or any resolution, or other authorization
heretofore or hereafter adopted, after notice, by a majority vote
of all the voting shares of the Company then issued and
outstanding.

     Section 10.  Additional Power of Directors.  In addition to
the powers and authorities hereinabove or by statute expressly
conferred, the Board of Directors is hereby authorized to
exercise all such powers and do all such acts and things as may
be exercised or done by a corporation organized and existing
under the provisions of the Act.

     Section 11.  Direction of Purposes and Exercise of Powers by
Directors.  The Board of Directors, subject to any specific
limitations or restrictions imposed by the Act or these Amended
Articles, shall direct the carrying out of the purposes and
exercise the powers of the Company, without previous
authorization or subsequent approval by the shareholders of the
Company.

     Section 12.  Compensation of Directors.  The Board of
Directors is hereby specifically authorized, in and by the by-
laws of the Company, or by resolution duly adopted by such Board,
to make provision for reasonable compensation to its members for
their services as Directors, and to fix the basis and conditions
upon which such compensation shall be paid.  Any Director of the
Company may also serve the Company in any other capacity and
receive compensation therefor in any form.

     Section 13.  Amendments of Amended Articles.  Except as
otherwise expressly provided in Article 6, A, Section 4 hereof,
and subject to the provisions applicable to particular series of
Preferred Stock, the Company reserves the right from time to time
to increase or decrease its authorized shares, or any class or
series thereof, and to reclassify the same, and to amend, alter,
change or repeal any provision contained in these Amended
Articles, or in any amendment hereto, or to add any provision to
these Amended Articles or to any amendment hereto, in any manner
now or hereafter prescribed or permitted by the provisions of the
Act or any amendment thereto, or by the provisions of any other
applicable statute of the State of Indiana; and all rights
conferred upon shareholders in these Amended Articles or any
amendment hereto granted subject to this reservation.

         2.  Effect of Amended Articles of Incorporation

     These Amended Articles effectuate certain amendments of (See
Subdivision B below), and shall supersede and take the place of,
the heretofore existing Amended Articles of Incorporation of the
Company approved and filed in accordance with the Act on April 23, 1976.

                          SUBDIVISION B
                   MANNER OF ADOPTION AND VOTE

                       1.  Action of Directors

     The Board of Directors of the Company, at a meeting thereof,
duly called, constituted and held on January 30, 1979, at which a
quorum of such Board of Directors was present, duly adopted
resolutions proposing to the shareholders of the Company entitled
to vote in respect thereof that Article 5 and Section 1of
Subdivision B of Article 6 of the Amended Articles of
Incorporation of the Company approved and filed on April 23,
1976, be amended to read as set forth in these Amended Articles,
and directed the submission of such amendments to vote of such
shareholders at the annual meeting of shareholders to be held on
April 18, 1979, to adopt or reject the same.

                   2.   Action by Shareholders

     The Shareholders of the company entitled to vote in respect
of the amendments described above under the caption "Action by
Directors," at the annual meeting of shareholders of the Company,
duly noticed, constituted and held on April 18, 1979, at which
the holders of more than a majority of the outstanding shares of
both the Common Stock and the Preferred Stock of the Company were
present in person or by proxy, adopted such amendments.

     The holders of the Common Stock and of the Preferred Stock
were each entitled to vote separately as a class in respect of
such amendments.

     The number of shares entitled to vote in respect of such
amendments, the number of shares voted in favor of the adoption
of such amendments, the number of shares voted against such
adoption, and the percentage of the total outstanding shares
voted in favor of the adoption of such amendments, and the
percentage of the total outstanding shares voted against such
adoption, are as follows:

                        Shares       Shares       Shares
                        Entitled     Voted        Voted    Percent   Percent
                        To Vote      In Favor     Against  In Favor  Against

Common Stock           13,061,048   10,212,105    329,053    78.19    2.52
Preferred Stock           983,976      759,991     16,872    77.24    1.71

Both Common Stock
and Preferred Stock    14,045,024   10,972,096    345,925    78.12    2.46

             3.   Compliance With Legal Requirements

     The manner of adoption of the amendments effectuated by
these Amended Articles and the vote by which such amendments were
adopted, constitute full legal compliance with the provisions of
the Act, the Amended Articles of Incorporation of the Company in
effect at the time of such adoption, and the By-Laws of the
Company.

                          SUBDIVISION C
          STATEMENT OF CHANGES MADE WITH RESPECT TO THE
                  SHARES HERETOFORE AUTHORIZED

     The total number of shares of which the Company had
authority to issue immediately prior to adoption of the
amendments effectuated by these Amended Articles was as follows:

                                                Number of
Class                                           Authorized Shares

Preferred Stock
     of the par value of $100 per share          2,000,000

Common Stock
     without par value                          15,000,000
                                                ----------
                     Total                      17,000,000
                                                ==========
     The additional number of shares authorized by the aforesaid
amendments is 5,000,000, consisting of 5,000,000 shares of Common
Stock without par value, so that the total number of authorized
shares of the Company following the effectiveness of such
amendments is as follows:
                                                Number of
Class                                           Authorized Shares

Preferred Stock
     of the par value of $100 per share          2,000,000

Common Stock
     without par value                          20,000,000
                                                ----------
                      Total                     22,000,000
                                                ==========

     IN WITNESS WHEREOF, the undersigned officers execute these
Amended Articles of Incorporation of the Company and certify to
the truth of the facts herein stated, this 20th day of April,
1979.

/s/  MARCUS E. WOODS                    /s/  ZANE G. TODD
     MARCUS E. WOODS, Secretary              ZANE G. TODD, President

STATE OF INDIANA    )
                    ) SS:
COUNTY OF MARION    )


     I, the undersigned, a Notary Public duly commissioned to
take acknowledgements and administer oaths in the State of
Indiana, certify that Zane G. Todd, President, and Marcus E.
Woods, Secretary, of Indianapolis Power & Light Company, an
Indiana corporation, the officers executing the foregoing Amended
Articles of Incorporation, personally appeared before me,
acknowledged the execution thereof and swore to the truth of the
facts therein stated.

     WITNESS my hand and Notarial Seal this 20th day of April,
1979.


                         /s/  KATHLEEN M. KLOTZBIER
                              KATHLEEN M. KLOTZBIER, Notary Public

My Commission Expires:             My County of Residence is:

March 29, 1982                     MARION

(S E A L)

This instrument prepared by Marcus E. Woods, Attorney at Law
25 Monument Circle, Indianapolis, Indiana  46204


APPROVED AND FILED
April 20, 1979
EDWIN J. SIMCOX,
     Secretary of State of Indiana



ARTICLES OF AMENDMENT OF THE                    Provided by EVAN BAYH
ARTICLES OF INCORPORATION                       Secretary of State
State Form 38333 (R 3/ 1-88)                    Room 155 State House
"Approved by State Board of                     Indianapolis, Indiana 46204
Account, (Revised) 1988"                        (317) 232-6576
INSTRUCTIONS:   Use 8 1/2 x 11 inch             Indiana Code 23-1-38-1 et seg.
                white paper for inserts.        FILING FEE $30.00
                Filing requirements -
                Present original and
                one copy to address in
                upper right corner
                of this form.


                       APPROVED AND FILED
                      /s/ Joseph H. Hogsett
                        STATE OF INDIANA

              ARTICLES OF AMENDMENT OF THE AMENDED
                  ARTICLES OF INCORPORATION OF:
                                
               INDIANAPOLIS POWER & LIGHT COMPANY

The undersigned officers of

Indianapolis Power & Light Company

(hereinafter referred to as the "Corporation") existing pursuant
to the provisions of:

(indicate appropriate act)

x Indiana Business Corporation Law    __  Indiana Professional Corporation
                                          Act of 1983

as amended (hereinafter referred to as the "Act"), desiring to
give notice of corporate action effectuating amendment of certain
provisions of its Articles of Incorporation, certify the
following facts:

                     ARTICLE I Amendment(s)

SECTION 1 The date of incorporation of the corporation is:
October 27, 1926

SECTION 2 The name of the corporation following this amendment to
the Articles of Incorporation is:
Indianapolis Power & Light Company

SECTION 3
The exact text to Article(s) 5 and new subdivision D of Article 6
of the Amended Articles of Incorporation is now as follows:

Article 5.  Number of Shares.  The total number of shares which
the Company shall have the authority to issue is twenty-five
(25,000,000) shares, consisting of two million (2,000,000) shares
of the par value of one hundred dollars ($100) per share, three
million (3,000,000) shares with a par value established by the
Board of Directors pursuant to Article 6, Subdivision D, of these
Amended articles and twenty million (20,000,000) shares without
par value.

D.   Variable Class Preferred Stock (added to Article 6)

Section 1.     Designation of Class, Number and Par Value of
Shares.  Three million (3,000,000) shares shall constitute a
single class designated as the "Variable Class Preferred Stock"
having the par value established by the Board of Directors in
accordance with Section 3 of this Subdivision D (herein referred
to as "Variable Class Preferred").

Section 2.     Variable Class Preferred Issuable in Series.  The
Variable Class Preferred may be issued from time to time in one
or more series.

Section 3.     Authority of the Board of Directors.  The Board of
Directors is vested with authority to determine and state the par
value, if any, and the designations and relative preferences,
limitations, voting rights, if any, and other rights of each such
series of the Variable Class Preferred, subject to the
limitations set forth in Article 6, Subdivision A, Section 4(e)
of these Amended Articles.  Before the issuance of any shares of
such series, an amendment or amendments to these Amended Articles
determining the terms of each such series shall be adopted and
filed in accordance with laws of the State of Indiana.  All
shares of Variable Class Preferred of the same series shall be
identical with each other in all respects.

             ARTICLE II Manner of Adoption and Vote

SECTION 1 Action of Directors:

     The Board ofDirectors of the Corporation duly adopted a
resolution proposing to amend the terms and provisions of
Article(s) 5 and 6 (as set forth in Article II, Section 3 hereof)
of the Amended Articles of Incorporation and directing a meeting
of the Shareholders, to be held on April 17, 1991, allowing such
Shareholders to vote on the proposed amendment.

The resolution was adopted by:  (Select appropriate paragraph)
        a)   Vote of the Board of Directors at a meeting held on January
             29, 1991, at which a quorum of such Board was present.
        b)   Written consent executed on _____________________, 19____,
             and signed by all members of the Board of Directors.

SECTION 2 Action by Shareholders:

     The Shareholders of the Corporation entitled to vote in
respect of the Articles of Amendment adopted the proposed
amendment.  The amendment was adopted by:  (Select appropriate
paragraph) majority vote of the holders of the outstanding shares
of the Corporation's Common Stock and Cumulative Preferred Stock,
each voting separately as a class:

     a)   Vote of such Shareholders during the meeting called by the
          Board of Directors.  The result of such vote is as follows:
     
                                          Common*    TOTAL     Preferred**
       SHAREHOLDERS ENTITLED TO VOTE:    17,206,630            518,895
       SHAREHOLDERS VOTEDIN FAVOR:       17,206,630            334,095
       SHAREHOLDERS VOTED AGAINST:          -0-                 14,861
          
     b)   Written consent executed on _________________________,
          19_____, and signed by all such Shareholders.

SECTION 3 Compliance with Legal Requirements.

     The manner of the adoption of the Articles of Amendment and
the vote by which they were adopted constitute full legal
compliance with the provisions of the Act, the Articles of
Incorporation, and the By-Laws of the Corporation.

I hereby verify subject to the penalties of perjury that the
statements contained are true this 17th day of April, 1991.

Current Officer's Signature                  Officer's Name Printed
/s/ Marcus E. Woods                          Marcus E. Woods

Officer's Title
Vice President, Secretary and General Counsel

*       All the Common Stock of the Corporation are owned by its
        parent, IPALCO Enterprises, Inc.

**      Of the 518,985 shares of Cumulative Preferred Stock
        outstanding:  406,353 shares were present in person and by proxy,
        constituting a quorum.  Each share is entitled to two votes.  In
        addition to shares voted in favor of and against the proposed
        amendment, 19,705 shares abstained and 37,692 did not vote on
        that issue.


ARTICLES OF AMENDMENT OF THE                   SUE ANNE GILROY
ARTICLES OF INCORPORATION                      SECRETARY OF STATE
State Form 38333 (R7 / 4-95)                   CORPORATIONS DIVISION
Approved by State Board of Accounts 1995       302 W. Washington St.,
                                               Rm. E018
INSTRUCTIONS:   Use 8 1/2" x 11" white paper   Indianapolis, IN  46204
                for inserts.                   Telephone:  (317) 232-6576
                Present original and one copy
                to address in upper right
                hand corner of this form.      Indiana Code 23-1-38-1 et seq.
                PLEASE TYPE or PRINT           Filing Fee:  $30.00

                       APPROVED AND FILED
                   INDIANA SECRETARY OF STATE
                                
                  ARTICLES OF AMENDMENT OF THE
                  ARTICLES OF INCORPORATION OF:
                                
Name of Corporation
Indianapolis Power & Light Company

The undersigned officers of:
Indianapolis Power & Light Company
(hereinafter referred to as the "Corporation") existing pursuant
to the provisions of:  (indicate appropriate act)

x    Indiana Business Corporation Law   __  Indiana Professional
                                            Corporation Act of 1983

as amended (hereinafter referred to as the "Act"), desiring to
give notice of corporate action effectuating amendment of certain
provisions of its Amended Articles of Incorporation, certify the
following facts:

                     ARTICLE I Amendment(s)

SECTION 1 The date of incorporation of the Corporation is:
October 27, 1926

SECTION 2 The name of the Corporation following this amendment to
the Articles of Incorporation is:
Indianapolis Power & Light Company

SECTION 3
The exact text to Article 6A, Section 4 of the Amended Articles
of Incorporation is now as follows:


See Attached.
SECTION 4 Date of each amendment's adoption:
Board of Directors - July 29, 1997      Shareholders - October 9,
1997
                 (Continued on the reverse side)

             ARTICLE II Manner of Adoption and Vote

Strike inapplicable section:

_____     SECTION 1 This amendment was adopted by the Board of
Directors or incorporators and shareholder action was not
required.

X    SECTION 2 The shareholders of the Corporation entitled to
vote in respect to the amendment adopted the proposed amendment.
The amendment was adopted by:

     A.   Vote of such shareholders during a meeting called by
the Board of Directors.  The result of such vote is as follows:

_____          Shares entitled to vote         17,206,630*       518,985**
_____          Number of shares represented
               at the meeting                  17,206,630        418,417
_____          Shares voted in favor           17,206,630        415,337
_____          Shares voted against.              -0-              2,716
_____          Shares abstained                   -0-                364

     B.   Written consent executed on ___________________, 19___ and signed
by all such shareholders.

        SECTION III    Compliance with Legal Requirements

     The manner of the adoption of the Articles of Amendment and
the vote by which they were adopted constitute full legal
compliance with the provisions of the Act, the Amended Articles
of Incorporation, and the By-Laws of the Corporation.

I hereby verify subject to the penalties of perjury that the
statements contained herein are true, this 9th day of October,
1997.

Signature of current officer                 Printed name of officer
/s/ Bryan G. Tabler                          Bryan G. Tabler

Officer's Title
Senior Vice President, Secretary and General Counsel

*       Common Stock.  All the common stock of the corporation is
        owned by its parent, IPALCO Enterprises, Inc.

**      Preferred Stock.    Each shares of preferred stock is
        entitled to two votes.




                                             Indianapolis Power &
                                             Light Company
                                             Articles of Amendment
                                
                           ARTICLE 6A


     Section 4.  General Provisions Applicable to Preferred
Stock.  The following provisions shall apply to all the Preferred
Stock of the Company irrespective of series:

     (a) Dividends.  The Preferred Stock of each series shall be
entitled, in preference to the Common Stock, to receive dividends
at, but not exceeding, the dividend rate fixed for such series
and expressed in the certificates therefor, payable quarter-
yearly, when and as declared by the Board of Directors, out of
the surplus earnings or net profits or surplus paid in in cash of
the Company, on the first days of January, April, July and
October in each year.  Such dividends shall be cumulative from
and after the date of issue in the case of the first 100,000
shares of Preferred Stock issued by the Company, and, in the case
of all additional shares of Preferred Stock issued, such
dividends shall be cumulative from the quarterly dividend payment
date on or next preceding the date on which they shall have been
issued, except that, if so determined by the Board of Directors,
another date may be fixed therefor.

     If, at the time of the issue of additional shares of
Preferred Stock, dividends upon the shares of Preferred Stock at
the time outstanding shall not then have been paid or declared
and set apart for payment at the fixed dividend rate from the
date or dates after which dividends on said shares became
cumulative to the beginning of the then current dividend period,
no dividend shall be declared or paid on the additional shares of
Preferred Stock issued at such date until all such dividends in
arrears shall have been paid or declared and set apart for
payment as aforesaid and none of the provisions hereof shall be
deemed to prevent the declaration and payment of such dividends
in arrears without a declaration or payment of dividends on the
additional shares so issued.

     If at any time the payment of dividends to any particular
holder of record of outstanding shares of Preferred Stock would
require the payment of a sum which would include a fraction of a
cent, then the Company may pay to such shareholder of record the
next higher integral amount in cents.

     When dividends upon all shares of Preferred Stock then
outstanding at the fixed dividend rate from the date or dates
after which dividends on said shares became cumulative to the end
of the current dividend period shall have been paid or declared
and set apart for payment, the Board of Directors in its
discretion may declare dividends on the Common Stock of the
Company out of the surplus earnings or net profits or surplus
paid in in cash of the Company, and no holders of any shares of
Preferred Stock, as such, shall be entitled to share therein.

     Unless dividends on all outstanding shares of Preferred
Stock, at the fixed dividend rate from the date or dates after
which dividends on said shares became cumulative to the end of
the current dividend period shall have been paid or declared and
set apart for payment, no dividends shall be paid or declared and
no other distribution shall be made on the Common Stock, and no
Common Stock shall be purchased or otherwise acquired for value
by the Company.

     (b)  Liquidation.  Upon any voluntary liquidation,
dissolution or winding up of the Company, the Preferred Stock of
each series shall be entitled, before any distribution shall be
made to the holders of the Common Stock, to be paid the full
preferential amount fixed by the Board of Directors for such
series as herein authorized, and, in the event of involuntary
liquidation, dissolution or winding up of the Company, the
Preferred Stock of each series shall be entitled to be paid the
sum of $100 per share plus an amount which shall be equal to the
dividends accrued and unpaid thereon; but the holders of the
Preferred Stock shall be entitled to no further participation in
such distribution; and the holders of the Common Stock shall be
entitled, to the exclusion of the holders of the Preferred Stock,
to share ratably in all assets of the Company remaining after
payment to the holders of the Preferred Stock, of the full
preferential amounts aforesaid.  If upon such liquidation,
dissolution or winding up of the Company, the assets
distributable among the holders of the Preferred Stock shall be
insufficient to permit the payment in full to such holders of the
preferential amounts aforesaid, then the entire assets of the
Company to be distributed shall be distributed among the holders
of the Preferred Stock, then outstanding, ratably in proportion
to the full preferential amounts to which they are respectively
entitled.

     As used herein, the expression "dividends accrued or in
arrears" means, in respect of each share of the Preferred Stock,
an amount equal to simple interest upon the sum of $100 per share
at the annual rate equal to the dividend rate fixed for such
series from the date from which dividends thereon commenced to
accrue to the date as of which the computation is to be made,
less the aggregate amount (without interest thereon) of all
dividends theretofore paid or declared and set apart for payment
in respect thereof.

     Nothing in this subsection (b) shall be deemed to prevent
the redemption of Preferred Stock in any manner permitted by the
next succeeding subsection (c).

     A consolidation or merger of the Company with any other
corporation or corporations shall not be regarded as a
liquidation, dissolution or winding up of the Company within the
meaning of this subsection (b), providing that such consolidation
or merger does not materially impair the rights and preferences
of the Preferred Stock.

     (c)  Redemption.  The Company, by action of its Board of
Directors, may redeem the whole or any part of the Preferred
Stock or of any series thereof, at any time or from time to time,
at a price for each series thereof equal to the par value
thereof, plus a premium of such additional amount per share, if
any, as shall have been fixed as payable in case of redemption
in respect of such series and expressed in the certificates
therefor, together with the amount of all dividends accrued or in
arrears thereon to the date fixed for redemption.  At least
thirty (30) days and not more than ninety (90) days prior to the
date fixed for such redemption, notice of such redemption shall
be mailed to the holders of record of the shares of the Preferred
Stock so to be redeemed, at their respective addresses as the
same shall appear on the books of the Company.
     
      In case of the redemption of a part only of the Preferred
Stock at the time outstanding, the Company shall select by lot,
or in such other manner as the Board of Directors may determine,
the shares so to be redeemed.  The Board of Directors shall have
full power and authority, subject to the limitations and
provisions herein contained, to prescribe the manner in which,
and the terms and conditions upon which, the shares of the
Preferred Stock shall be redeemed from time to time.

     If such notice of redemption shall have been duly given as
hereinbefore provided and if on or before the redemption date
specified in such notice all funds necessary for such redemption
shall have been set aside by the Company, separate and apart from
its other funds, in trust for the account of the holders of the
shares to be redeemed, so as to be and continue to be available
therefor, then, notwithstanding that any certificate for such
shares so called for redemption shall not have been surrendered
for cancellation, from and after the date fixed for redemption,
the shares represented thereby shall no longer be deemed
outstanding, the right to receive dividends thereon shall cease
to accrue and all rights with respect to such shares so called
for redemption shall forthwith on such redemption date cease and
terminate, except only the right of the holders thereof to
receive, out of the funds so set aside in trust, the amount
payable upon redemption thereof, without interest; provided,
however, that the Company may, after giving notice of any such
redemption as hereinbefore provided or after giving to the bank
or trust company hereinafter referred to irrevocable
authorization to give such notice and, at any time prior to the
redemption date specified in such notice, deposit in trust, for
the account of the holders of the shares to be redeemed, funds
necessary for such redemption with a bank or trust company in
good standing, organized under the laws of the United States of
America or of the State of New York, doing business in the
Borough of Manhattan, the City of New York, or of the State of
Illinois, doing business in the City of Chicago, having capital,
surplus and undivided profits aggregating at least $2,000,000,
designated in such notice of redemption, and upon such deposit in
trust, all shares with respect to which such deposit shall have
been made shall no longer be deemed to be outstanding, and all
rights with respect to such shares shall forthwith cease and
terminate, except only the right of the holders thereof to
receive, out of the funds so deposited in trust, from and after
the date of such deposit, the amount payable upon the redemption
thereof, without interest.

     Nothing herein contained shall limit any legal right of the
Company to purchase or otherwise acquire any shares of the
Preferred Stock.

     (d)  Limitation Upon Issue of Parity Preferred Stock or
Merger or Consolidation.  So long as any shares of the Preferred
Stock are outstanding, the Company shall not, without the consent
(given by vote at a meeting called for that purpose) of the
holders of at least a majority of the total number of shares of
the Preferred Stock then outstanding;

               (i)  create or authorize any class of
          stock ranking on a parity with the Preferred
          Stock, or create or authorize any obligation
          or security convertible into shares of stock
          of any such class; or

               (ii) merge or consolidate with or into
          any other corporation or corporations.

     (e)  Limitation Upon Issue of Prior Preferred Stock or
Amendment of Preferred Stock.  So long as any shares of the
Preferred Stock are outstanding, the Company shall not, without
the consent (given by vote at a meeting called for that purpose)
of the holders of at least two-thirds of the total number of
shares of the Preferred Stock then outstanding:

               (i)  create or authorize any class of
          stock ranking prior to the Preferred Stock,
          or create or authorize any obligation or
          security convertible into shares of stock of
          any such class; or

               (ii)      amend, alter, change or repeal any of the express terms
          of the Preferred Stock then outstanding in a manner prejudicial
          to the holder thereof.

     (f)  Net Income Limitation Upon Issue of Preferred Stock.
So long as any shares of the Preferred Stock are outstanding, the
Company shall not, without the consent (given by the vote at a
meeting called for that purpose) of the holders of at least a
majority of the total number of shares of Preferred Stock then
outstanding, issue any shares of Preferred Stock in addition to
the first 100,000 shares of the Preferred Stock issued by the
Company, unless the net income of the Company applicable to the
payment of interest on the funded debt of the Company and the
dividends on the Preferred Stock for any twelve consecutive
calendar months within the fifteen calendar months immediately
preceding the calendar month within which such additional shares
of Preferred Stock shall be issued, shall have been at least one
and one-half times the aggregate of the interest on the funded
debt of the Company for a twelve months' period and the dividend
requirements for a twelve months' period upon the entire amount
of the Preferred Stock then outstanding and such additional
shares of the Preferred Stock proposed to be issued.


ARTICLES OF AMENDMENT OF THE                 SUE ANNE GILROY
ARTICLES OF INCORPORATION                    SECRETARY OF STATE
State Form 38333 (R7 / 4-95)                 CORPORATIONS DIVISION
Approved by State Board of Accounts 1995     302 W. Washington St., Rm. E018
INSTRUCTIONS:   Use 8 1/2" x 11" white paper
  Indianapolis, IN  46204
                for inserts.
                Present original and one     Telephone:  (317) 232-6576
                copy to address in upper     Indiana Code 23-1-38-1 et seq.
                right hand corner of
                this form.                   Filing Fee: $30.00
                Please TYPE or PRINT

                       APPROVED AND FILED
                   INDIANA SECRETARY OF STATE
                                
                  ARTICLES OF AMENDMENT OF THE
                  ARTICLES OF INCORPORATION OF:
                                
Name of Corporation
Indianapolis Power & Light Company

The undersigned officers of:
Indianapolis Power & Light Company
(hereinafter referred to as the "Corporation") existing pursuant
to the provisions of:  (indicate appropriate act)

x    Indiana Business Corporation Law   __  Indiana Professional
                                            Corporation Act of 1983

as amended (hereinafter referred to as the "Act"), desiring to
give notice of corporate action effectuating amendment of certain
provisions of its Amended Articles of Incorporation, certify the
following facts:

                     ARTICLE I Amendment(s)

SECTION 1 The date of incorporation of the Corporation is:
October 27, 1926

SECTION 2 The name of the Corporation following this amendment to
the Articles of Incorporation is:
Indianapolis Power & Light Company

SECTION 3
The exact text to Article 6A, Section 5 of the Amended Articles
of Incorporation is now as follows:


See attached Exhibit "A".

SECTION 4 Date of each amendment's adoption:
November 25, 1997
                 (Continued on the reverse side)

             ARTICLE II Manner of Adoption and Vote

Strike inapplicable section:

X    SECTION 1 This amendment was adopted by the Board of
Directors or incorporators and shareholder action was not
required.

____ SECTION 2 The shareholders of the Corporation entitled to
vote in respect to the amendment adopted the proposed amendment.
The amendment was adopted by:

     A.   Vote of such shareholders during a meeting called by
the Board of Directors.  The result of such vote is as follows:

_____          Shares entitled to vote
_____          Number of shares represented
          at the meeting
_____          Shares voted in favor
_____          Shares voted against
_____          Shares abstained

     B.   Written consent executed on ___________________, 19___
     and signed by all such shareholders.

        SECTION III    Compliance with Legal Requirements

     The manner of the adoption of the Articles of Amendment and
the vote by which they were adopted constitute full legal
compliance with the provisions of the Act, the Amended Articles
of Incorporation, and the By-Laws of the Corporation.

I hereby verify subject to the penalties of perjury that the
statements contained herein are true, this 8th day of January,
1998.

Signature of current officer                 Printed name of officer
/s/ Bryan G. Tabler                          Bryan G. Tabler

Officer's Title
Senior Vice President, Secretary and General Counsel

                           EXHIBIT "A"
                                
                      ARTICLES OF AMENDMENT
               INDIANAPOLIS POWER & LIGHT COMPANY


     Section 5. (a) The Company hereby classifies 500,000  shares
of  its Cumulative Preferred Stock as a series of such Cumulative
Preferred  Stock, which shall be designated as `5.65%  Cumulative
Preferred Stock' consisting of 500,000 shares of the par value of
$100.00 per share.

     (b)   The  relative  rights,  preferences,  limitations  and
restrictions  of  the  shares of such 5.65% Cumulative  Preferred
Stock, in the respect in which the shares of such series may vary
from  shares  of other series of the Cumulative Preferred  Stock,
shall be, and hereby are, fixed and determined to be as follows:

     (i)  The annual dividend rate for such series shall be
5.65%, and the date from which dividends thereon shall accrue
shall be the date of original issuance thereof.   If, prior to 18
months after the date of the original issuance of the 5.65%
Cumulative Preferred Stock, one or more amendments to the
Internal Revenue Code of 1986, as amended (the "Code"), are
enacted that reduce the percentage of the dividends-received
deduction (currently 70%) as specified in section 243(a)(1) of
the Code or any successor provision (the "Dividends-Received
Percentage"), certain adjustments may be made in respect of the
dividends payable by the Company, and Post Declaration Date
Dividends and Retroactive Dividends (as such terms are defined
below) may become payable, as described below.

     The amount of each dividend payable (if declared) per share
of 5.65% Cumulative Preferred Stock for dividend payments made on
or after the effective date of such change in the Code will be
adjusted by multiplying the amount of the dividend payable
described above (before adjustment) by a factor, which will be
the number determined in accordance with the following formula
(the "DRD Formula"), and rounding the result to the nearest cent
(with one-half cent rounded up):

                    1- .35(1- .70)
                    1- .35(1- DRP)

     For the purposes of the DRD Formula, "DRP" means the
Dividends-Received Percentage (expressed as a decimal) applicable
to the dividend in question; provided, however, that if the
Dividends-Received Percentage applicable to the dividend in
question shall be less than 50%, then the DRP shall equal .50.
No amendment to the Code, other than a change in the percentage
of the dividends-received deduction set forth in section
243(a)(1) of the Code or any successor provision thereto, will
give rise to an adjustment.  Notwithstanding the foregoing
provisions, if, with respect to any such amendment, the Company
receives either an unqualified opinion of nationally recognized
independent tax counsel selected by the Company or a private
letter ruling or similar form of authorization from the Internal
Revenue Service ("IRS") to the effect that such amendment does
not apply to a dividend payable on the 5.65% Cumulative Preferred
Stock, then such amendment will not result in the adjustment
provided for pursuant to the DRD Formula with respect to such
dividend.  The opinion referenced in the previous sentence shall
be based upon the legislation amending or establishing the DRP or
upon a published pronouncement of the IRS addressing such
legislation.  The Company's calculation of the dividends payable,
as so adjusted and as certified accurate as to calculation and
reasonable as to method by the independent certified public
accountants then regularly engaged by the Company, shall be final
and not subject to review absent manifest error.

     Notwithstanding the foregoing, if any such amendment to the
Code is enacted after the dividend payable on a dividend payment
date has been declared but before the dividend has been paid, the
amount of the dividend payable on such dividend payment date will
not be increased; instead, additional dividends (the "Post
Declaration Date Dividends") equal to the excess, if any, of (x)
the product of the dividend paid by the Company on such dividend
payment date and the DRD Formula (where the DRP used in the DRD
Formula would be equal to the greater of the Dividend-Received
Percentage applicable to the dividend in question and .50) over
(y) the dividend paid by the Company on such dividend payment
date, will be payable (if declared) to the holders of 5.65%
Cumulative Preferred Stock on the record date applicable to the
next succeeding dividend payment date or, if the 5.65% Cumulative
Preferred Stock is called for redemption prior to such record
date, to holders of 5.65% Cumulative Preferred Stock on the
applicable redemption date, as the case may be, in addition to
any other amounts payable on such date.

     If any such amendment to the Code is enacted and the
reduction in the Dividends-Received Percentage retroactively
applies to a dividend payment date as to which the Company
previously paid dividends on the 5.65% Cumulative Preferred Stock
(each, an "Affected Dividend Payment Date"), the Company will pay
(if declared) additional dividends (the "Retroactive Dividends")
to holders of 5.65% Cumulative Preferred Stock on the record date
applicable to the next succeeding dividend payment date (or, if
such amendment is enacted after the dividend payable on such
dividend payment date has been declared, to holders of 5.65%
Cumulative Preferred Stock on the record date following the date
of enactment) or, if the 5.65% Cumulative Preferred Stock is
called for redemption prior to such record date, to holders of
5.65% Cumulative Preferred Stock on the applicable redemption
date, as the case may be, in an amount equal to the excess of (x)
the product of the dividend paid by the Company on each Affected
Dividend Payment Date and the DRD Formula (where the DRP used in
the DRD Formula would be equal to the greater of the Dividends-
Received Percentage and .50 applied to each Affected Dividend
Payment Date) over (y) the sum of the dividend paid by the
Company on each Affected Dividend Payment Date.  The Company will
only make one payment of Retroactive Dividends for any such
amendment.  Notwithstanding the foregoing provisions, if, with
respect to any such amendment, the Company receives either an
unqualified opinion of nationally recognized independent tax
counsel selected by the Company or a private letter ruling or
similar form of authorization from the IRS to the effect that
such amendment does not apply to a dividend payable on an
Affected Dividend Payment Date for the 5.65% Cumulative Preferred
Stock, then such amendment will not result in the payment of
Retroactive Dividends with respect to such Affected Dividend
Payment Date.  The opinion referenced in the previous sentence
shall be based upon the legislation amending or establishing the
DRP or upon a published pronouncement of the IRS addressing such
legislation.

     Notwithstanding the foregoing, no adjustment in the
dividends payable by the Company shall be made, and no Post
Declaration Date Dividends or Retroactive Dividends shall be
payable by the Company, in respect of the enactment of any
amendment to the Code 18 months or more after the date of
original issuance of the 5.65% Cumulative Preferred Stock that
reduces the Dividends-Received Percentage.

     In the event that the amount of dividends payable per share
of the 5.65% Cumulative Preferred Stock is adjusted pursuant to
the DRD Formula and/or Post Declaration Date Dividends or
Retroactive Dividends are to be paid, the Company will give
notice of each such adjustment and, if applicable, any Post
Declaration Date Dividends and Retroactive Dividends to the
holders of 5.65% Cumulative Preferred Stock;


     (ii)    The  5.65%  Cumulative  Preferred  Stock  shall   be
redeemable at a price of $100.00 per share on or after January 1,
2008,  together with an amount equal to all dividends accumulated
and unpaid to the date fixed for redemption;

     (iii)   The  amount  payable to the  holders  of  the  5.65%
Cumulative   Preferred  Stock  upon  the  voluntary  liquidation,
dissolution or winding up of the Company shall be the  redemption
price  per  share  in  effect  at  the  time  of  such  voluntary
liquidation, dissolution or winding up, and upon the  involuntary
liquidation,  dissolution or winding up of the Company  shall  be
$100.00  per share, together with a sum, in each case,  equal  to
all  dividends accumulated and unpaid to the date fixed  for  the
payment of such distributive amounts;

     (iv)   There  shall be no sinking fund or preemptive  rights
for the purchase or redemption of the shares of such series;

     (v)  There shall be no right of conversion of the shares  of
such series into shares of Common Stock or other junior stock  of
the Company;

     (vi)   The  maximum number of shares of such series issuable
shall be 500,000.