**Exhibit 31.2
**Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities andExchange Act of 1934**

I, Kirk B. Michael, certify that:
- I have reviewed this annual report on Form 10-K of IPALCO Enterprises,	Inc. (the “registrant”); 
- Based on my knowledge, this report does not contain any untrue statement	of a material fact or omit to state a material fact necessary to make the	statements made, in light of the circumstances under which such statements	were made, not misleading with respect to the period covered by this report; 
- Based on my knowledge, the financial statements, and other financial	information included in this report, fairly present in all material respects	the financial condition, results of operations and cash flows of the	registrant as of, and for, the periods presented in this report; 
- The registrant’s other certifying officer and I are responsible for	establishing and maintaining disclosure controls and procedures (as defined	in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over	financial reporting (as defined in Exchange Act Rules 13a-15(f) and	15d-15(f)) for the registrant and we have:    	   - Designed such disclosure			controls and procedures, or caused such disclosure controls and			procedures to be designed under our supervision, to ensure that			material information relating to the registrant, including its			consolidated subsidiaries, is made known to us by others within			those entities, particularly during the period in which this report			is being prepared; 
  - Designed such internal control over financial reporting, or caused			such internal control over financial reporting to be designed under			our supervision, to provide reasonable assurance regarding the			reliability of financial reporting and the preparation of financial			statements for external purposes in accordance with generally			accepted accounting principles; 
  - Evaluated the effectiveness of the registrant’s disclosure			controls and procedures and presented in this report our conclusions			about the effectiveness of the disclosure controls and procedures,			as of the end of the period covered by this report based on such			evaluation; and 
  - Disclosed in this report any change in the registrant’s internal			control over financial reporting that occurred during the			registrant’s fourth fiscal quarter that has materially affected, or			is reasonably likely to materially affect, the registrant’s internal			control over financial reporting; and 
- The registrant’s other certifying officer and I have disclosed, based on	our most recent evaluation of internal control over financial reporting, to	the registrant’s auditors and the audit committee of the registrant’s board	of directors (or persons performing the equivalent functions):		   - All significant deficiencies			and material weaknesses in the design or operation of internal			control over financial reporting which are reasonably likely to			adversely affect the registrant’s ability to record, process,			summarize and report financial information; and 
  - Any fraud, whether or not material, that involves management or			other employees who have a significant role in the registrant’s			internal control over financial reporting. 
  Date: February 26, 2009          /s/ Kirk B. Michael     Kirk B. Michael     *Vice President and Chief Financial Officer*      **