EXHIBIT 10.14


                      EMPLOYMENT AGREEMENT
                         RAMON L. HUMKE


     This Agreement, dated as of December 31, 1999, is
between IPALCO Enterprises, Inc., an Indiana corporation
having its principal executive offices at One Monument
Circle, Indianapolis, Indiana  46204 (the "Company"), and
RAMON L. HUMKE, an Indiana resident whose mailing address
is 7624 William Penn Place, Indianapolis, IN  46256 (the
"Executive").

                        R E C I T A L S

The following facts are true:

     A.   The Executive has for many years served the
Company as a key executive officer, and is expected to
continue to make a major contribution to the
profitability, growth and financial strength of the
Company.

     B.   The Company considers the continued services of
the Executive to be in the best interests of the Company
and its shareholders, and desires to assure itself of the
availability of such continued services in the future.

     C.   The Executive is willing to remain in the
employ of the Company upon the terms and subject to the
conditions hereinafter provided.

                       A G R E E M E N T

     In consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the
Company and the Executive agree as follows:

     1.   Employment.  The Company hereby employs the
Executive for the Term of Employment (as defined in
Paragraph 6 hereof) as Vice Chairman or in such other
executive capacity, for the Company or a major affiliate
thereof, as may be determined by the Board of Directors
of the Company (the "Board"), with such duties as may be
reasonably assigned to him by the By-Laws of the Company
and by the Board.  During the Term of Employment, the
Executive shall devote his best efforts and ability,
skill and attention to the business of the Company and to
the promotion of its interests during normal working
hours (with the exception of absences because of
vacations or illness).  The Executive's office shall
continue to be located in the Indianapolis, Indiana
metropolitan area, unless he shall consent to a
relocation.

     2.   Base Salary.  During the Term of Employment,
the Executive shall receive a minimum base salary of
$500,000.00 per year, payable in bi-weekly intervals, or
such larger amount as the Board shall in its discretion
determine from time to time.

     3.   Fringe Benefits.  During the Term of
Employment, the Company shall provide to the Executive
such fringe benefits as are generally provided to its key
executive officers, including without limitation,
incentive compensation and bonus arrangements,
retirement, profit-sharing and stock bonus plans (whether
qualified or nonqualified), and life, health and
accident, director and officer liability and long term
disability insurance.

     4.   Reimbursement of Expenses.  The Company shall
reimburse the Executive for all of his reasonable
expenses incurred in the performance of his duties
hereunder, in accordance with the Company's generally
applicable expense reimbursement policy as in effect from
time to time and upon compliance with all reasonable
accounting and reporting requirements as set forth in
such policy.

     5.   Noncompetition.  During the Term of Employment
and thereafter so long as the Executive is receiving
payments pursuant to Paragraph 7 hereof, the Executive
shall not, without the consent of the Company, engage in,
be employed by, be a director of or own an equity
interest in any business or activity competing with or of
a nature similar to the business of the Company within
the Company's service territory as constituted from time
to time.

     6.   Term of Employment.  The "Term of Employment"
shall commence on the date of this Agreement and shall
continue indefinitely until one (1) year after either the
Company or the Executive gives notice to the other party
of a decision to fix the duration thereof, unless earlier
terminated as follows.  The Term of Employment shall
terminate early upon the first to occur of (a) the death
of the Executive, (b) the Total Disability (as
hereinafter defined) of the Executive, (c) the voluntary
retirement of the Executive upon reaching retirement age
as provided in the Employees' Retirement Plan of
Indianapolis Power & Light Company as now in effect or
hereinafter amended (the "Retirement Plan"), (d)
termination of employment by the Company for Cause (as
hereinafter defined), (e) the resignation of the
Executive for Good Reason (as hereinafter defined), or
(f) by mutual agreement of the Company and the Executive.
For purposes of this Agreement, the term "Total
Disability" shall mean a physical or mental condition
which prevents the Executive from performing his duties
for the Company; provided, however, that the Executive
shall not be deemed to have incurred a Total Disability
unless he is eligible for disability retirement under the
Retirement Plan.  The term "Cause" shall mean fraud,
dishonesty, theft of corporate assets or other gross
misconduct by the Executive.  The term "Good Reason"
shall mean, without the Executive's written consent, a
demotion in the Executive's status, position or
responsibilities; the assignment to the Executive of any
duties which are inconsistent with such status, position
or responsibilities; or the relocation of the principal
executive offices of the Company to a location outside
the Indianapolis, Indiana metropolitan area.

     7.   Payments on Early Termination.  In the event
the Term of Employment is terminated early by reason of
Paragraph 6(e) (resignation for Good Reason), the Company
shall continue to pay to the Executive the base salary
which would have been payable pursuant to Paragraph 2
above for a period of one (1) year from the date of
resignation for Good Reason.  The Company shall also
continue for the same period to provide life, health and
accident and long term disability insurance for the
Executive and his dependents to the extent provided
before such termination and, if the Term of Employment
would have ended with the retirement of the Executive but
for such early termination, the Company shall provide
such insurance thereafter to the extent generally
provided by the Company to retired employees.

     Notwithstanding the foregoing:

          (a)  In the event the Executive receives
     severance benefits from the Company as a result of
     such termination pursuant to any other plan or
     agreement in or to which the Executive is a
     participant or party, other than the Retirement Plan
     or the Indianapolis Power & Light Company Unfunded
     Supplemental Retirement Plan for a Select Group of
     Management Employees or any similar or successor
     plan, such benefits shall be applied on a first
     dollar basis against the payments owing to the
     Executive under this Paragraph 7; and

          (b)  In the event that Deloitte & Touche
     determines that any payment by the Company to or for
     the benefit of the Executive pursuant to this
     Paragraph 7 would be nondeductible by the Company
     for federal income tax purposes because of Section
     280G of the Internal Revenue Code of 1986, as
     amended from time to time (the "Code"), then the
     amount payable to or for the benefit of the
     Executive pursuant to this Paragraph 7 shall be
     reduced (but not below zero) to the maximum amount
     payable without causing the payment to be
     nondeductible by the Company because of Section 280G
     of the Code.  Such determination by Deloitte &
     Touche shall be conclusive and binding upon the
     parties.

     8.   Miscellaneous.

          (a)  This Agreement shall inure to the benefit
     of and be binding upon the parties hereto and their
     respective executors, administrators, heirs,
     personal representatives, successors, and assigns,
     but neither this Agreement nor any right hereunder
     may be assigned or transferred by either party
     hereto, any beneficiary, or any other person, nor be
     subject to alienation, anticipation, sale, pledge,
     encumbrance, execution, levy, or other legal process
     of any kind against the Executive, his beneficiary
     or any other person.  Notwithstanding the foregoing,
     the Company will assign this Agreement to any
     corporation or other business entity succeeding to
     substantially all of the business and assets of the
     Company by merger, consolidation, sale of assets, or
     otherwise and shall obtain the assumption of this
     Agreement by such successor.

          (b)  This Agreement contains the entire
     agreement between the parties with respect to the
     subject matter hereof.  All representations,
     promises, and prior or contemporaneous
     understandings among the parties with respect to the
     subject matter hereof are merged into and expressed
     in this Agreement, and any and all prior agreements
     between the parties with respect to the subject
     matter hereof are hereby cancelled.  Notwithstanding
     the foregoing portion of this Paragraph 8(b), this
     Agreement is in addition to, and shall not operate
     to cancel or reduce any benefits that may become due
     to Executive under the Termination Benefits
     Agreement as amended and restated effective January
     1, 1997, by and among IPALCO Enterprises, Inc., the
     Company, and Executive.

          (c)  This Agreement shall not be amended,
     modified, or supplemented without the written
     agreement of the parties at the time of such
     amendment, modification, or supplement.

          (d)  This Agreement shall be governed by and
     subject to the laws of the State of Indiana.

          (e)  The invalidity or unenforceability of any
     particular provision of this particular Agreement
     shall not affect the other provisions, and this
     Agreement shall be construed in all respects as if
     such invalid or unenforceable provision had not been
     contained herein.

          (f)  The captions in this Agreement are for
     convenience and identification purposes only, are
     not an integral part of this Agreement, and are not
     to be considered in the interpretation of any part
     hereof.

          (g)  Except as specifically set forth in this
     Agreement, all notices and other communications
     hereunder shall be in writing and shall be deemed to
     have been duly given if delivered in person or sent
     by registered or certified mail, postage prepaid,
     addressed as set forth above, or to such other
     address as shall be furnished in writing by any
     party to the others.

          (h)  Except as otherwise specifically provided
     in this Agreement, no waiver by either party hereto
     of any breach by the other party hereto of any
     condition or provision of this Agreement to be
     performed by such other party shall be deemed to be
     a valid waiver unless such waiver is in writing or,
     even if in writing, shall be deemed to be a waiver
     of a subsequent breach of such condition or
     provision or a waiver of a similar or dissimilar
     provision or condition at the same or at any prior
     or subsequent time.

     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.

                              IPALCO ENTERPRISES, INC.


Attest: /s/ Bryan G. Tabler   By:/s/ John R. Hodowal
            Secretary                Chairman of the Board
                                     and President


/s/ Ramon L. Humke
Ramon L. Humke