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

   For the fiscal year ended
       December 31, 1997                   Commission File Number  1-8644

                            IPALCO ENTERPRISES, INC.
             (Exact name of Registrant as specified in its charter)

         Indiana                                             35-1575582
  (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:

         Title of Each Class          Name of Each Exchange on Which Registered
         -------------------          -----------------------------------------
         IPALCO Enterprises, Inc.                 New York Stock Exchange
          Common Stock (without par value)        Chicago Stock Exchange
         Common Share Purchase Rights             New York Stock Exchange
                                                  Chicago Stock Exchange

         Securities Registered Pursuant to Section 12(g) of the Act:  None

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, 1998, the aggregate market value of the voting stock held
by  non-affiliates of the registrant was: $1,635,286,835 based on the average
of the high and low price of the common stock on such date.  As of
January 31, 1998, there were 44,863,302 shares of the registrant's common
stock (without par value)outstanding.

                      -------------------------------------

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the IPALCO Enterprises, Inc. definitive Proxy Statement for the
Annual Meeting of Shareholders to be held on April 15, 1998, are incorporated by
reference into Part III of this Report.



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     We hereby file an amendment to our Form 10-K for the year ended
December 31, 1997.  The amendment includes financial data schedules for fiscal
year ends 1995 and 1996 as well as for each of the first three quarters
of 1996 and 1997.  These financial data schedules have been restated due
to the issuance of Statement of Financial Standards No. 128 "Earnings per
Share".

<PAGE>

                                   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.


                                         IPALCO Enterprises, Inc.

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

Date:  March 31, 1998
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