FORM 10-K/A-1
                                     
                    SECURlTlES AND EXCHANGE COMMlSSlON
                         WASHINGTON, D. C.   20549
                                     
     [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934  (Fee Required)

     For the fiscal year ended
         December 31, 1995              Commission File Number  1-3132-2


                    INDIANAPOLIS POWER & LIGHT COMPANY
           (Exact name of Registrant as specified in its charter)
                                     
            Indiana                                   35-0413620
     (State or other jurisdiction                 (I.R.S. Employer
      of incorporation or organization)            Identification No.)

          One Monument Circle
          Indianapolis, Indiana                      46204
     (Address of principal executive offices)       (Zip Code)

    Registrant's telephone number, including area code:  317-261-8261
                                     
    Securities Registered Pursuant to Section 12(b) of the Act:  None

    Securities Registered Pursuant to Section 12(g) of the Act:

    518,985 Shares of Cumulative Preferred Stock

    Indicate by check mark whether the registrant (1) has filed all
    reports required to be filed by Section 13 or 15(d) of the Securities
    Exchange Act of 1934 during the preceding 12 months (or for such
    shorter period that the registrant was required to file such reports),
    and (2) has been subject to the filing requirements for at least the
    past 90 days.   Yes     X     No
                       ---------    ---------
    Indicate by check mark if disclosure of delinquent filers pursuant to
    Item 405 of Regulation S-K is not contained herein, and will not be
    contained, to the best of registrant's knowledge, in definitive proxy
    or information statements incorporated by reference in Part III of
    this Form 10-K or any amendment to this Form 10-K.   (X)

    As of January 31, 1996, there were 17,206,630 shares of the
    registrant's common stock (without par value) issued and outstanding.
                   _____________________________________
                                     
    DOCUMENTS INCORPORATED BY REFERENCE
  
    Portions of the Indianapolis Power & Light Company definitive
    Information Statement for the Annual Meeting of Shareholders to be
    held on April 17, 1996 are incorporated by reference into Part III of
    this Report.
  
                                    
                                    
                                    
                                    
                                    
                                    PART I

Item 1.   BUSINESS

ORGANIZATION

   Indianapolis Power & Light Company (IPL) is an operating public utility
incorporated under the laws of the state of Indiana on October 27, 1926.
IPL is a subsidiary of IPALCO Enterprises, Inc. (IPALCO).  IPALCO is a
holding company incorporated under the laws of the state of Indiana on
September 14, 1983.  All common stock of IPL is owned by IPALCO.

GENERAL

   IPL is engaged primarily in generating, transmitting, distributing and
selling electric energy in the city of Indianapolis and neighboring cities,
towns, communities, and adjacent rural areas, all within the state of
Indiana, the most distant point being about forty miles from Indianapolis.
It also produces, distributes and sells steam within a limited area in such
city.  There have been no significant changes in the services rendered, or
in the markets or methods of distribution, since the beginning of the
fiscal year.  IPL intends to do business of the same general character as
that in which it is now engaged.  No private or municipally-owned electric
public utility companies are competing with IPL in the territory it serves.

   IPL operates under indeterminate permits subject to the jurisdiction of
the Indiana Utility Regulatory Commission (IURC).  Such permits are subject
to revocation by the IURC for cause.  The Public Service Commission Act of
Indiana (the PSC Act), which provides for the issuance of such permits,
also provides that if the PSC Act is repealed, indeterminate permits will
cease and a utility will again come into possession of such franchises as
were surrendered at the time of the issue of the permit, but in no event
shall such reinstated franchise be terminated within less than five years
from the date of repeal of the PSC Act.

   IPL's business is not dependent on any single customer or group of
customers.  During 1995, IPL's sales, according to the Standard Industrial
Classification, were 33%, 42% and 25% for residential, commercial and
industrial customers, respectively.

   The electric utility business is affected by the various seasonal
weather patterns throughout the year and, therefore, the operating revenues
and associated operating expenses are not generated evenly by months during
the year.

   IPL's electric system is directly interconnected with the electric
systems of Indiana Michigan Power Company, PSI Energy, Inc., Southern
Indiana Gas and Electric Company, Wabash Valley Power Association, Hoosier
Energy Rural Electric Cooperative, Inc. and the Indiana Municipal Power
Agency.

   Also, IPL and 29 other electric utilities, known as the East Central
Area Reliability Group (ECAR), are cooperating under an agreement which
provides for coordinated planning of generating and transmission facilities
and the operation of such facilities to provide maximum reliability of bulk
power supply in the nine-state region served by ECAR.  Smaller electric
utility systems, independent power producers and power marketers
participate as associate members.

   In 1995, approximately 99.5% of the total kilowatt-hours sold by IPL
were generated from coal, 0.2% from middle distillate fuel oil, 0.2% from
gas and 0.1% from secondary steam purchased from the Indianapolis Resource
Recovery Project.  In addition to use in oil-fired generating units, fuel
oil is used for start up and flame stabilization in coal-fired generating
units as well as for coal thawing and coal handling.  Gas fuel is used in
IPL's newer combustion turbines.

   IPL's long-term coal contracts provide for the supply of the major
portion of its burn requirements through the year 1999, assuming
environmental regulations can be met.  The long-term coal agreements are
with three suppliers and the coal is produced entirely in the state of
Indiana.  These three suppliers are not affiliates of IPL; see Exhibits
listed under Part IV Item 14(a)3(10.1 to 10.5) for a list of coal
contracts.  It is presently believed that all coal used by IPL will be
mined by others.  IPL normally carries fuel oil and a 70-day supply of coal
to offset unforeseen occurrences such as labor disputes, equipment
breakdowns and power sales to other utilities.  When strikes are
anticipated in the coal industry, IPL increases its stockpile to an
approximate 92-day supply.

   The combined cost of coal, fuel oil and gas used in the generation of
electric energy for 1995 averaged 1.129 cents per kilowatt-hour or $24.04
per equivalent ton of coal, compared with the 1994 average fuel cost for
electric generation of 1.162 cents per kilowatt-hour or $24.95 per
equivalent ton of coal.

   IPL has a long-term contract to purchase steam for use in its steam
distribution system with Ogden Martin Systems of Indianapolis, Inc. (Ogden
Martin).  Ogden Martin owns and operates the Indianapolis Resource Recovery
Project which is a waste-to-energy facility located in Marion County,
Indiana.  During 1995, IPL's steam system purchased 47.2% of its total
therm requirement from Ogden Martin.  Additionally, 35.5% of its 1995 one-
hour peak load was met with steam purchased from Ogden Martin.  IPL also
purchased 4.2 million secondary therms which represent Ogden Martin send-
out in excess of the IPL steam system requirements.  Such secondary steam
is used to produce electricity at the IPL Perry K and Perry W facilities.

CONSTRUCTION

   The cost of IPL's construction program during 1995, 1994 and 1993 was
$175.6 million, $185.6 million and $149.3 million, respectively, including
Allowances for Funds Used During Construction (AFUDC) of $8.7 million, $7.3
million and $3.6 million, respectively.

   IPL's construction program is reviewed periodically and is updated to
reflect among other things the changes in economic conditions, revised load
forecasts and cost escalations under construction contracts.  Current
projections indicate that IPL will need about 400 megawatts (MW) of new
capacity resources by the summer of 2000 to replace the 200 MW purchase
discussed below and to provide for growth.  These resource requirements can
be met in a variety of ways including, but not limited to, a combination of
power purchases and peaking turbines.

   During 1992, IPL entered into a five-year firm power purchase agreement
with Indiana Michigan Power Company (IMP), for 200 MW of additional
capacity for the near-term requirements.  See Item 7, "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS"
under "Capital Requirements" for additional information regarding the IMP
agreement.

   IPL's construction program for the five-year period 1996-2000, is
estimated to cost $528.4 million including AFUDC.  The estimated cost of
the program by year (in millions) is $103.6 in 1996; $100.9 in 1997; $106.7
in 1998; $111.9 in 1999 and $105.3 in 2000.  It includes $271.2 million for
additions, improvements and extensions to transmission and distribution
lines, substations, power factor and voltage regulating equipment,
distribution transformers and street lighting distribution.  The forecast
also includes $107.3 million for combustion turbines with in-service dates
of 1999, 2000 and 2001, and $45.4 million in environmental costs of which
approximately $35 million pertains to the Clean Air Act.  With respect to
the expenditures for pollution control facilities to comply with the Clean
Air Act and with respect to the regulatory authority of the IURC as it
relates to the integrated resource plan, see "REGULATORY MATTERS" and Item
7, "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS."

FINANCING

   Long-term debt, cash flows from operations and temporary short-term
borrowings are forecasted to provide the funds required for the five-year
construction program.  Uncertainties which could affect this forecast
include the impact of inflation on operating expenses, the actual degree of
growth in KWH sales and the level of interchange sales with other
utilities.  Additionally, IPL has authority from the IURC to redeem and
replace certain of its existing securities.

EMPLOYEE RELATIONS

   As of December 31, 1995, IPL had 2,194 employees of whom 1,110 were
represented by the International Brotherhood of Electrical Workers, AFL-CIO
(IBEW) and 395 were represented by the Electric Utility Workers Union
(EUWU), an independent labor organization.  In December 1993, the
membership of the IBEW ratified a new labor agreement which remains in
effect until December 16, 1996.  The agreement provided for general pay
adjustments of 4% in 1993 and 3.5% in both 1994 and 1995, and changes in
pension and health care coverage.  In March 1995, the membership of the
EUWU ratified a new labor agreement which remains in effect until February
23, 1998.  The agreement provided for general pay adjustments of 2% in
1995, 1996 and 1997; lump sum payments of $500 in both 1995 and 1996; and
changes in pension and health care coverage.

REGULATORY MATTERS

   IPL is subject to regulation by the IURC as to its services and
facilities, valuation of property, the construction, purchase or lease of
electric generating facilities, classification of accounts, rates of
depreciation, rates and charges, issuance of securities (other than
evidences of indebtedness payable less than twelve months after the date of
issue), the acquisition and sale of public utility properties or securities
and certain other matters.  See Note 9 in the Notes to Financial
Statements.

   In addition, IPL is subject to the jurisdiction of the Federal Energy
Regulatory Commission (FERC), in respect of short-term borrowings not
regulated by the IURC, the sale and transmission of electric energy in
interstate commerce, the classification of its accounts and the acquisition
and sale of utility property in certain circumstances as provided by the
Federal Power Act.

   IPL is also subject to federal, state and local environmental laws and
regulations, particularly as to generating station discharges affecting air
and water quality.  The impact of compliance with such regulations on the
capital and operating costs of IPL has been and will continue to be
substantial.  See Item 7, "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS" under "Capital
Requirements."  Accordingly, IPL has developed a plan to reduce sulfur
dioxide and nitrogen oxide emissions from several generating units.  This
plan has been approved by the IURC and the Environmental Protection Agency
(EPA).  Estimated annual costs for all air, solid waste and water
environmental compliance measures are $25 million and $5 million in 1996
and 1997, respectively.


<TABLE>        
                           INDIANAPOLIS POWER & LIGHT COMPANY
                           STATISTICAL INFORMATION - ELECTRIC

The following table of statistical information presents additional data on IPL's operation.
<CAPTION>
                                                                              Year Ended December 31,
                                               ----------------------------------------------------------------------------------
                                                     1995             1994             1993             1992             1991
                                               --------------   --------------   --------------   --------------   --------------
<S>                                            <C>              <C>              <C>              <C>              <C>
Operating Revenues (In Thousands):                   
  Residential                                  $      243,055   $      230,805   $      225,138   $      212,757   $      224,039
  Small industrial and commercial                     130,780          129,346          127,551          126,588          135,456
  Large industrial and commercial                     275,803          266,703          255,945          243,446          237,200
  Public lighting                                       7,598            6,949            7,186            7,133            7,106
  Miscellaneous                                         8,289            7,186            7,373            6,018            6,960
                                               --------------   --------------   --------------   --------------   --------------
    Revenues - ultimate consumers                     665,525          640,989          623,193          595,942          610,761
  Sales for resale - REMC                               1,105            1,098              897              861              900
  Sales for resale - other                              6,758            7,680            5,237            2,400            4,197
                                               --------------   --------------   --------------   --------------   --------------
      Total electric revenues                  $      673,388   $      649,767   $      629,327   $      599,203   $      615,858
                                               ==============   ==============   ==============   ==============   ==============
Kilowatt-hour Sales (In Millions):          
  Residential                                           4,277            4,077            4,014            3,675            3,960
  Small industrial and commercial                       2,209            2,207            2,202            2,171            2,331
  Large industrial and commercial                       6,509            6,306            6,169            5,843            5,612
  Public lighting                                          61               64               62               64               64
                                               --------------   --------------   --------------   --------------   --------------
    Sales - ultimate consumers                         13,056           12,654           12,447           11,753           11,967
  Sales for resale - REMC                                  28               26               24               23               23
  Sales for resale - other                                394              456              321              169              256
                                               --------------   --------------   --------------   --------------   --------------
      Total kilowatt-hours sold                        13,478           13,136           12,792           11,945           12,246
                                               ==============   ==============   ==============   ==============   ==============
Customers at End of Year:
  Residential                                         365,163          360,347          356,015          352,139          347,718
  Small industrial and commercial                      39,781           38,849           38,359           38,171           38,011
  Large industrial and commercial                       3,557            3,525            3,342            3,163            2,952
  Public lighting                                         281              266              252              239              229
                                               --------------   --------------   --------------   --------------   --------------
    Total ultimate consumers                          408,782          402,987          397,968          393,712          388,910
  Sales for resale - REMC                                   1                1                1                1                1
                                               --------------   --------------   --------------   --------------   --------------
      Total electric customers                        408,783          402,988          397,969          393,713          388,911
                                               ==============   ==============   ==============   ==============   ==============
Miscellaneous Statistics:
  Kilowatt-hour output (In Millions):
    Generated (net after station use)                  14,032           13,580           13,254           12,525           12,851
    Purchased                                             257              206              325              126              160
                                               --------------   --------------   --------------   --------------   --------------
      Total generated and purchased                    14,289           13,786           13,579           12,651           13,011
  Company use, line loss, etc.                            811              650              787              706              765
                                               --------------   --------------   --------------   --------------   --------------
        Energy sold                                    13,478           13,136           12,792           11,945           12,246
                                               ==============   ==============   ==============   ==============   ==============
  Load factor (percent)                                 56.94            57.64            57.44            56.72            56.37
  Average BTU per net kilowatt-hour                    10,490           10,445           10,503           10,385           10,455
  Cost of fuel per million BTU                 $        1.076   $        1.112   $        1.096   $        1.103   $        1.113
  Cost of fuel per ton (includes oil and gas
    stated in equivalent tons of coal)         $       24.041   $       24.946   $       24.488   $       24.547   $       24.804
  Summer plant capability (megawatts)*                  2,986            2,907            2,829            2,829            2,829
  Maximum demand on IPL system (megawatts)*             2,786            2,640            2,635            2,505            2,583
  Average use per residential
    customer (kilowatt-hours)                          11,796           11,393           11,345           10,515           11,460
  Average revenue per residential customer     $       670.33   $       645.02   $       636.28   $       608.68   $       648.36
  Average revenue per small industrial and
    commercial customer                        $     3,311.99   $     3,327.04   $     3,310.59   $     3,305.94   $     3,552.03
  Average revenue per large industrial and
    commercial customer                        $    76,526.98   $    77,960.62   $    78,055.83   $    79,324.43   $    83,816.09
  Average residential revenue per
    kilowatt-hour (cents)                               5.683            5.662            5.609            5.789            5.658




*  All figures are net of station use.
</TABLE>



                              SIGNATURES
                                   
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                       INDIANAPOLIS POWER & LIGHT COMPANY



                                    By  /s/      Stephen J. Plunkett
                                       --------------------------------------
                                          (Stephen J. Plunkett, Controller)
                                           

Date:  March 21, 1996
       --------------