IPALCO Enterprises, Inc.
One Monument Circle
Indianapolis, IN 46204
December 1, 2017
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549
| Re: | IPALCO Enterprises, Inc. |
Registration Statement on Form S-4
File No. 333-221523
Ladies and Gentlemen :
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, IPALCO Enterprises, Inc. (the “Company”) hereby respectfully requests that the effective date of the above referenced Registration Statement on Form S-4 be accelerated to 3:30 p.m. (EDT) on Tuesday, December 5, 2017, or as soon thereafter as practicable.
The Company hereby acknowledges that:
| · | should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| · | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Very truly yours, | ||
| IPALCO Enterprises, Inc | ||
| By: /s/ Craig L. Jackson | ||
| Name: Craig L. Jackson | ||
| Title: Chief Financial Officer |
| cc: | Richard D. Truesdell, Jr. |
Davis Polk & Wardwell LLP
