Exhibit 10.13


                    IPALCO ENTERPRISES, INC.
                     1990 STOCK OPTION PLAN


     1.  Purpose.  The purpose of the IPALCO Enterprises, Inc. 1990
Stock Option Plan (the "Plan") is to provide to certain officers
(including officers who are members of the Board of Directors) and other
key executive employees of IPALCO Enterprises, Inc. (the "Corporation")
and of any of the eighty percent (80%) or greater owned, direct or
indirect, subsidiaries of the Corporation (individually a "Subsidiary"
and collectively the "Subsidiaries") who are materially responsible for
the management or operation of the business of the Corporation or a
Subsidiary, a favorable opportunity to acquire Common Stock, without par
value, of the Corporation ("Common Stock"), thereby providing them with
an increased incentive to work for the success of the Corporation and the
Subsidiaries and better enabling the Corporation and the Subsidiaries to
attract and retain capable executive personnel.
     2.  Administration of the Plan.  The Plan shall be administered,
construed and interpreted by those members of the Compensation Committee
of the Board of Directors of the Corporation who are "disinterested
persons" within the meaning of the definition of that term contained in
Reg. Section 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended (the "1934 Act") (such members shall be referred to as the
"Committee").  The decision of a majority of the members of the Committee
shall constitute the decision of the Committee, and the Committee may act
(a) at a meeting at which a majority of the members of the Committee is
present, (b) unless prohibited by the Corporation's Articles of
Incorporation or Bylaws, by simultaneous telephonic communication as
authorized by IND. CODE Section 23-1-34-1, or (c) by a written consent signed
by all members of the Committee.  The Committee shall have the sole,
final and conclusive authority to determine, consistent with and subject
to the provisions of the Plan:
          (a)  the individuals (the "Optionees") to whom options
     or successive options shall be granted under the Plan;
          (b)  the time when options shall be granted hereunder;
          (c)  the number of shares of Common Stock of the
     Corporation to be covered under each option;
          (d)  the option price to be paid upon the exercise of
     each option;
          (e)  the period within which each option may be
     exercised;
          (f)  the extent to which an option is an incentive
     stock option or a non-qualified stock option;
          (g)  the extent to which stock appreciation rights
     shall be awarded in conjunction with an option; and
          (h)  the terms and conditions of the respective
     agreements by which options and stock appreciation rights
     granted shall be evidenced.
The Committee shall also have authority to prescribe, amend and rescind
rules and regulations relating to the Plan, and to make all other
determinations necessary or advisable in the administration of the Plan.
     3.   Eligibility.  The Committee may, consistent with the purposes
of the Plan, grant options to officers and other key employees of the
Corporation or of a Subsidiary who in the opinion of the Committee are
from time to time materially responsible for the management or operation
of the business of the Corporation or of a Subsidiary; provided, however,
that in no event may any employee who owns (after application of the
ownership rules in Section 425 (d) of the Internal Revenue Code of 1986, as
amended (the "Code")) shares of stock possessing more than 10% of the
total combined voting power of all classes of stock of the Corporation be
granted an incentive stock option hereunder unless at the time such
option is granted the option price is at least 110% of the fair market
value of the Common Stock subject to the option and such incentive stock
option by its terms is not exercisable after the expiration of five (5)
years from the date such option is granted.  Subject to the provisions of
Section 4 hereof, an individual who has been granted an option under the
Plan, if he is otherwise eligible, may be granted an additional option or
options if the Committee shall so determine.
     4.  Stock Subject to the Plan.  There shall be reserved for
issuance upon the exercise of options granted under the Plan, one million
(1,000,000) shares of the Corporation's Common Stock which may be
authorized but unissued shares of the Corporation.  Subject to Section 7
hereof, the shares for which options may be granted under the Plan shall
not exceed that number.  If any option shall expire or terminate for any
reason without having been exercised in full, the unpurchased shares
subject thereto shall (unless the Plan shall have terminated) become
available for other options under the Plan.
     5.  Terms of Option.  Each option granted under the Plan shall be
subject to the following terms and conditions and to such other terms and
conditions not inconsistent therewith as the Committee may deem
appropriate in each case:
          (a)  Option Price.  The price to be paid for shares of
     Common Stock upon the exercise of each option shall be
     determined by the Committee at the time such option is
     granted, but such price in the case of an incentive stock
     option in no event shall be less than the fair market value,
     as determined by the Committee consistent with the
     requirements of Section 422A of the Code, of such Common Stock on
     the date on which such option is granted.
          (b)  Period For Exercise of Option.  An option shall
     not be exercisable after the expiration of such period as
     shall be fixed by the Committee at the time such option is
     granted, but such period in no event shall exceed ten (10)
     years and one day from the date on which such option is
     granted; provided, however, that incentive stock options
     shall have terms not in excess of ten (10) years; provided,
     further, that no option shall be exercisable prior to the
     date on which the Plan is approved by the shareholders of the
     Corporation as required by Section 422A of the Code.
          (c)  Exercise of Options.  The option price of each
     share of Common Stock purchased upon exercise of an option
     shall be paid in full (1) in cash at the time of such
     exercise, (2) if the Optionee may do so without violating Section
     16(b) of the 1934 Act and subject to approval by the
     Committee, by delivering a properly executed exercise note
     together with irrevocable instructions to a broker to deliver
     promptly to the Corporation the total option price in cash
     and, if desired, the amount of any taxes to be withheld from
     the Optionee's compensation as a result of any withholding
     tax obligation of the Corporation or any of its Subsidiaries,
     as specified in such notice, or (3) subject to the approval
     of the Committee, by tendering to the Corporation whole
     shares of Common Stock owned by him or any combination of
     whole shares of Common Stock owned by him and cash, having a
     fair market value equal to the cash exercise price of the
     shares with respect to which the option is being exercised.
     For this purpose, the fair market value of the shares
     tendered by the Optionee shall be computed as of the exercise
     date in such manner as determined by the Committee,
     consistent with the requirements of Section 422A of the Code.  The
     Committee shall have the authority to grant options
     exercisable in full at any time during their term, or
     exercisable in such quotas as the Committee shall determine.
     An option may be exercised at any time or from time to time
     during the term of the option as to any or all whole shares
     which have become subject to purchase pursuant to the terms
     of the option (including, without limitation, any quotas with
     respect to option exercise) or the Plan.
          (d)  Termination of Option.  If an Optionee ceases to
     be an employee of the Corporation or one of the Subsidiaries
     for any reason other than retirement, permanent and total
     disability (within the meaning of Section 105(d)(4) of the Code),
     or death, any option granted to him shall forthwith
     terminate.  Leave of absence approved by the Committee shall
     not constitute cessation of employment.  If an Optionee
     ceases to be an employee of the Corporation or one of the
     Subsidiaries by reason of permanent and total disability
     (within the meaning of Section 105(d)(4) of the Code), any option
     granted to him may be exercised by him in whole or in part
     within one (1) year after the date of his termination of
     employment by reason of such disability whether or not the
     option was otherwise exercisable at the date of such
     termination of employment.  If an Optionee ceases to be an
     employee of the Corporation or one of the Subsidiaries by
     reason of retirement, any option granted to him may be
     exercised by him in whole or in part during the period fixed
     by the Committee under subsection (b) of this Section 5,
     provided that the option was otherwise exercisable at the
     date of such termination of employment.  The term
     "retirement" as used herein means an Optionee's termination
     of employment on or after meeting the requirements for early
     or normal retirement benefits under any then existing
     Indianapolis Power & Light Company pension plan.  In the
     event of the death of an Optionee while in the employ of the
     Corporation or the Subsidiaries or within one (1) year after
     the termination of his employment by reason of retirement or
     permanent and total disability (within the meaning of Section
     105(d)(4) of the Code), any option granted to him may be
     exercised in whole or in part at any time after the date of
     such death by the executor or administrator of his estate or
     by the person or persons entitled to the option by will or by
     applicable laws of descent and distribution until the
     expiration of the option term as fixed by the Committee,
     whether or not the option was otherwise exercisable at the
     date of his death.  Notwithstanding the foregoing provisions
     of this subsection (d), no option shall in any event be
     exercisable after the expiration of the period fixed by the
     Committee in accordance with subsection (b) above.  An option
     shall also terminate if this Plan is not approved by the
     shareholders of the Corporation within the requisite time
     period set forth in Section 422A of the Code.
          (e)  Nontransferability of Option.  An Option may not
     be transferred by the Optionee otherwise than by will or the
     laws of descent and distribution, and during the lifetime of
     the Optionee shall be exercisable only by him.
          (f)  Investment Representations.  Unless the shares of
     Common Stock subject to an option are registered under
     applicable federal and state securities laws, each Optionee
     by accepting an option shall be deemed to agree for himself
     and his legal representatives that any option granted to him
     and any and all shares of Common Stock purchased upon the
     exercise of the option shall be acquired for investment and
     not with a view to, or for the sale in connection with, any
     distribution thereof, and each notice of the exercise of any
     portion of an option shall be accompanied by a representation
     in writing, signed by the Optionee or his legal
     representatives, as the case may be, that the shares of
     Common Stock are being acquired in good faith for investment
     and not with a view to, or for sale in connection with, any
     distribution thereof (except in case of the Optionee's legal
     representatives for distribution, but not for sale, to his
     legal heirs, legatees and other testamentary beneficiaries).
     Any shares issued pursuant to an exercise of an option may,
     but need not, bear a legend evidencing such representations
     and restrictions.  In addition, if the options and shares of
     Common Stock issued pursuant to this Plan are issued in
     reliance upon Rule 147, promulgated under the Securities Act
     of 1933, as amended, the written representations required by
     such rule shall be obtained from the Optionees prior to or at
     the time they are granted options, any and all legends
     required by Rule 147 shall be set forth on the certificates
     representing shares of Common Stock issued pursuant to the
     exercise of such options, and stop transfer instructions
     shall be issued to the Corporation's recordkeeping transfer
     agent with respect to such shares.
          (g)  Maximum Incentive Stock Options.  The aggregate
     fair market value (determined as of the time the option is
     granted) of Common Stock subject to incentive stock options
     that are exercisable for the first time by an employee during
     any calendar year under the Plan or any other plan of the
     Corporation or any Subsidiary shall not exceed $100,000.  For
     this purpose, the fair market value of such shares shall be
     determined as of the date the option is granted and shall be
     computed in such manner as shall be determined by the
     Committee, consistent with the requirements of Section 422A of the
     Code.  If the immediate exercisability of incentive stock
     options arising from the death or permanent and total
     disability of an Optionee pursuant to Section 5(d) above or
     arising from any change of control of the Corporation would
     cause this $100,000 limitation to be exceeded for an
     Optionee, the Committee shall convert as of the date on which
     such incentive stock options become exercisable all or a
     portion of the outstanding incentive stock options held by
     such Optionee to non-qualified stock options to the extent
     necessary to comply with the $100,000 limitation.
          (h)  Agreement.  Each option shall be evidenced by an
     agreement between the Optionee and the Corporation which
     shall provide, among other things, that, with respect to
     incentive stock options, the Optionees shall advise the
     Corporation immediately upon any sale or transfer of the
     shares of Common Stock received upon exercise of the option
     to the extent such sale or transfer takes place prior to the
     later of (a) two (2) years from the date of grant or (b) one
     (1) year from the date of exercise.
          (i)  Tax Benefit.  The Committee may, in its sole
     discretion, include a provision in any non-qualified stock
     option agreement that provides for an additional cash payment
     from the Corporation to the grantee of such non-qualified
     option as soon as practicable after the exercise date of such
     non-qualified stock option equal to all or a portion of the
     tax benefit to be received by the Corporation attributable to
     its federal income tax deduction resulting from the exercise
     of such non-qualified stock option.
          (j)  Certificates.  The certificate or certificates for
     the shares issuable upon an exercise of an option shall be
     issued as promptly as practicable after such exercise.  An
     Optionee shall not have any rights of a shareholder in
     respect to the shares of Common Stock subject to an option
     until the date of issuance of a stock certificate to him for
     such shares.  In no case may a fraction of a share be
     purchased or issued under the Plan, but if, upon the exercise
     of an option, a fractional share would otherwise be issuable,
     the Corporation shall pay cash in lieu thereof.
          (k)  No Right to Continued Service.  Nothing in this
     Plan or in any agreement entered into pursuant hereto shall
     confer on any person any right to continue in the employ of
     the Corporation or its Subsidiaries or affect any rights of
     the Corporation, a Subsidiary, or the shareholders of the
     Corporation may have to terminate his service at any time.
          (l)  Incentive Stock Options and Non-Qualified Stock
     Options.  Options granted under the Plan may be incentive
     stock options under Section 422A of the Code or non-qualified stock
     options.  All options granted hereunder shall be clearly
     identified as either incentive stock options or non-qualified
     stock options.  In no event shall the exercise of an
     incentive stock option affect the right to exercise any non-
     qualified stock option, nor shall the exercise of any non-
     qualified stock option affect the right to exercise any
     incentive stock option.  Nothing in this Plan shall be
     construed to prohibit the grant of incentive stock options
     and non-qualified stock options to the same person; provided,
     however, that incentive stock options and non-qualified stock
     options shall not be granted in a manner whereby the exercise
     of one non-qualified stock option or incentive stock option
     affects the exercisability of the other.
     6.  Stock Appreciation Rights.  The Committee may, in the event it
determines it to be necessary or desirable to create a reasonable
opportunity for an Optionee to acquire an increased ownership interest in
the Corporation, award a stock appreciation right in conjunction with
either an incentive stock option or a non-qualified stock option.  Under
a stock appreciation right, the Optionee may surrender all or a part of a
stock option and receive in exchange payment of no more than 100% of the
excess of the market price of the Common Stock subject to the option over
the exercise price of the option.  The award of a stock appreciation
right shall be evidenced by an agreement between the Corporation and the
Optionee, the provisions of which shall be determined by the Committee in
accordance with the provisions of the Plan.
     A stock appreciation right may be exercisable at any date with
respect to no more than the number of shares for which the related stock
option is exercisable.  A stock appreciation right may be exercisable
only when the per share fair market value (as determined in accordance
with Section 5(a) hereof) of the Common Stock subject to the related
option exceeds the per share exercise price of the option.  Each stock
appreciation right shall terminate no later than the termination date of
the related stock option, and is transferable only with and to the extent
that the related stock option is transferable.
     With respect to grantees subject to the insider trading
restrictions of Section 16(b) of the 1934 Act, stock appreciation rights may
be exercised for total or partial cash payment only during the period
extending from the third (3rd) business day through the twelfth (12th)
business day following publication of the Corporation's quarterly or
annual financial statements and only if the Corporation has been subject
to the reporting requirements of Section 13(a) of the 1934 Act for at least
one (1) year prior to such exercise and shall have filed all reports and
statements required to be filed under Section 13(a) of the 1934 Act during
that year.
     The Committee may limit the payment on exercise of a stock
appreciation right to less than 100% of the increase in value, as
aforesaid, or it may set a maximum dollar amount of payment not to exceed
100% of the increase in value.  Payment may be made in cash, in shares of
Common Stock, or in a combination of cash and shares of Common Stock.
Notwithstanding any other provision in the Plan to the contrary, the
Committee shall have the sole discretion either to (a) determine the form
in which payment for the stock appreciation right will be made (i.e.,
cash, shares of Common Stock or a combination thereof), or (b) to consent
to or disapprove the election of the Optionee to receive cash in full or
partial settlement of the stock appreciation right.  Such consent or
disapproval must be given within seven (7) calendar days after the date
on which the Optionee initially elects the form of payment.  Upon
exercise of a stock appreciation right respecting a given number of
shares subject to the option, the right to exercise the related stock
option respecting such shares shall automatically terminate.
     To the extent that stock appreciation rights shall be exercised,
the incentive stock or non-qualified stock option with respect to which
the stock appreciation rights have been granted shall be deemed to have
terminated for a reason other than the exercise thereof for the purpose
of the limitation on the aggregate number of shares reserved under
Section 4 of this Plan.
     7.  Adjustment of Shares.  In the event of any change after the
effective date of the Plan in the outstanding stock of the Corporation by
reason of any reorganization, recapitalization, stock split, stock
dividend, combination of shares, exchange of shares, merger or
consolidation, liquidation, or any other change after the effective date
of the Plan in the nature of the shares of stock of the Corporation, the
Committee shall determine what changes, if any, are appropriate in the
number and kind of shares reserved under the Plan, and in the option
price under and the number and kind of shares covered by outstanding
options granted under the Plan.  Any determination of the Committee
hereunder shall be conclusive.
     8.  Tax Withholding.  Whenever the Corporation proposes or is
required to issue or transfer shares of Common Stock under the Plan, the
Corporation shall have the right to require the Optionee or his or her
legal representative to remit to the Corporation an amount sufficient to
satisfy any federal, state and/or local withholding tax requirements
prior to the delivery of any certificate or certificates for such shares,
and whenever under the Plan payments are to be made in cash, such
payments shall be net of an amount sufficient to satisfy any federal,
state and/or local withholding tax requirements.
     9.  Amendment.  The Board of Directors of the Corporation may amend
the Plan from time to time and, with the consent of the Optionee, the
terms and provisions of his option, except that without the approval of
the Corporation's  shareholders:
          (a)  the number of shares of Common Stock which may be
     reserved for issuance under the Plan may not be increased
     except as provided in Section 7 hereof;
          (b)  the period during which an option may be exercised
     may not be extended beyond ten (10) years and one (1) day
     from the date on which such option was granted;
          (c)  the class of employees to whom options may be
     granted under the Plan shall not be modified materially; and
          (d)  the benefits accruing to Optionees under the Plan
     shall not be increased materially within the meaning of Reg.
     Section 16b-3(a)(2)(ii)(A) promulgated under the 1934 Act if Rule
     16b-3 requires shareholder approval of amendments effecting
     such increases.
     No amendment of the Plan, however, may, without the consent of the
Optionees, make any changes in any outstanding options theretofore
granted under the Plan which would adversely affect the rights of such
Optionees.
     10.  Termination.  The Board of Directors of the Corporation may
terminate the Plan at any time and no option shall be granted thereafter.
Such termination, however, shall not affect the validity of any option
theretofore granted under the Plan.  In any event, no incentive stock
option may be granted after the conclusion of a ten (10) year period
commencing on the date the Plan is adopted or, if earlier, the date the
Plan is approved by the Corporation's shareholders.
     11.  Successors.  The Plan shall be binding upon the successors and
assigns of the Corporation.
     12.  Governing Law.  The terms of any options granted hereunder and
the rights and obligations hereunder of the Corporation, the Optionees
and their successors in interest shall, except to the extent governed by
federal law, be governed by Indiana law.
     13.  Government and Other Regulations.  The obligations of the
Corporation to issue or transfer and deliver shares under options granted
under the Plan shall be subject to compliance with all applicable laws,
governmental rules and regulations, and administrative action.
     14.  Effective Date.  The Plan shall become effective when it shall
have been approved by the Corporation's Board of Directors; provided,
however, that the granting of any options under the Plan is conditional
upon the approval of the Plan by the Corporation's shareholders within
twelve (12) months after the adoption of the Plan by the Corporation's
Board of Directors and the options granted pursuant to the Plan may not
be exercised until the Board of Directors of the Corporation has been
advised by counsel that such approval has been obtained and all other
applicable legal requirements have been met; provided, further, that if
shareholder approval does not occur within the required twelve (12) month
period, the Plan and all outstanding options and any related stock
appreciation rights shall be deemed terminated.