SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                    __________________________________

                                 FORM 8-K
                    __________________________________


                              CURRENT REPORT


                  Pursuant to Section 13 or 15(d) of the 
                      Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported):  January 31, 1995


                    INDIANAPOLIS POWER & LIGHT COMPANY
          (Exact name of registrant as specified in its charter)


        Indiana               1-3132-2            35-0413620
State or other jurisdiction   (Commission            (IRS Employer
    of incorporation)         File Number)   Identification No.) 


             25 Monument Circle, Indianapolis, Indiana  46204
           (Address of principal executive offices)  (Zip Code)


    Registrant's telephone number, including area code:  (317) 261-8261

Item 5.  Other Events

          On January 31, 1995, IPALCO Enterprises, Inc. announced the fiscal
          1994 results for the year ended December 31, 1994, for
          Indianapolis Power & Light Company, IPALCO's principal subsidiary. 
          Utility operating revenue for the year ended December 31, 1994,
          was $686.1 million, compared to $664.3 million during fiscal 1993. 
          Utility net income was $103.8 million for the fiscal year ended
          December 31, 1994, compared to $102.8 million during fiscal 1993.

Item 7.  Exhibits

     (99) Copy of press release issued by IPALCO Enterprises, Inc., parent
          of Indianapolis Power & Light Company, relating to earnings for
          year ended December 31, 1994.


     (99) Copy of Audited 1994 Financial Reports for Indianapolis Power & Light
          Company.


                                 SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated:  January 31, 1995

                                   INDIANAPOLIS POWER & LIGHT COMPANY



                                   By   /s/ John R. Brehm            
                                     Name:  John R. Brehm
                                     Title:  Senior Vice President