Exhibit 4.6


                    AMENDMENT NO. 1 dated as of July 15,2000,
               to the Rights Agreement dated as of June 28, 1990,
     as amended and restated as of April 28, 1998 (the "Rights Agreement"),
              between IPALCO ENTERPRISES, INC. (the "Corporation")
                  and FIRST CHICAGO TRUST COMPANY OF NEW YORK,
                      as Rights Agent (the `Rights Agent").

     Pursuant to the terms of the Rights Agreement and in accordance with
Section 27 thereof, the following actions are hereby taken prior to executing
the Share Exchange Agreement referred to below:

     Section 1. Amendments to Rights Agreement. The Rights Agreement is hereby
amended as follows:

     (a) The definition of "Acquiring Person" in Section l(a) of the Rights
Agreement is amended to add the following sentence at the end thereof:

     "Notwithstanding anything in this Agreement to the contrary, none of The
     AES Corporation or any Affiliate or Associate of The AES Corporation shall
     be deemed to he an Acquiring Person, either individually or collectively,
     solely by virtue of (i) the announcement of the Share Exchange (as such
     term is defined in the Share Exchange Agreement), (ii) the acquisition of
     Common Shares pursuant to the Share Exchange, (iii) the execution of the
     Share Exchange Agreement or (iv) the consummation of the Share Exchange or
     of the other transactions contemplated by the Share Exchange Agreement.

     (b) The following definition shall be added to Section 1 of the Rights
Agreement:

     (s) "Share Exchange Agreement" shall mean the Agreement and Plan of Share
     Exchange dated as of July 15,2000, between The AES Corporation and the
     Corporation."

     (c) Section l(h) of the Rights Agreement is amended to add the following
sentence at the end thereof:

     "Notwithstanding anything in this Agreement to the contrary, a
     Distribution Date shall not be deemed to have occurred solely as the
     result of (i) the announcement of the Share Exchange, (ii) the acquisition
     of Common Shares pursuant to the Share Exchange, (iii) the execution of
     the Share Exchange Agreement or {iv) the consummation of the Share
     Exchange or of the other transactions contemplated by the Share Exchange
     Agreement."; and

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     "From and after the Effective Time, as defined in the Share Exchange
     Agreement, any Rights that are or were acquired or beneficially owned by
     The AES Corporation or any Associate or Affiliate of The AES Corporation
     shall become null and void."

     Section 2. Full Force and Effect+ Except as expressly amended hereby, the
Rights Agreement shall continue in full force and effect in accordance with
the provisions thereof on the date hereof.

     Section 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of Indiana applicable to
contracts to be made and performed entirely within such State.

     IN WITNESS WHEREOF, the Corporation and the Rights Agreement have caused
this Agreement to be duly executed as of the day and year first above written.


                                             IPALCO ENTERPRISES, INC.,


                                             By: /s/ John R. Hodowal
                                                 -------------------------------
                                                 John R. Hodowal
                                                 Chairman of the Board and
                                                 President



                                             FIRST CHICAGO TRUST COMPANY OF
                                             NEW YORK, as Rights Agent,

                                             By: /s/
                                                 -------------------------------
                                                 Name:
                                                 Title: