SECURlTlES AND EXCHANGE COMMlSSlON
                         WASHINGTON, D. C.   20549
                                     
                               FORM 10-K/A
                                     
     [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         (Fee Required)

     For the fiscal year ended
         December 31, 1994                   Commission File Number  1-3132-2


                       INDIANAPOLIS POWER & LIGHT COMPANY
              (Exact name of Registrant as specified in its charter)
                                     
             Indiana                                 35-0413620
     (State or other jurisdiction                 (I.R.S. Employer
      of incorporation or organization)            Identification No.)

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

    Registrants's telephone number, including area code:  317-261-8261
                                     
    Securities Registered Pursuant to Section 12(b) of the Act:  None

    Securities Registered Pursuant to Section 12(g) of the Act:

    518,985 Shares of Cumulative Preferred Stock

    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, 1995, there were 17,206,630 shares of the
    registrant's common stock (without par value) issued and outstanding.
   
                      ------------------------------------
                                     
    DOCUMENTS INCORPORATED BY REFERENCE
  
    Portions of the Indianapolis Power & Light Company definitive
    Information Statement for the Annual Meeting of Shareholders to be
    held on April 19, 1995 are incorporated by reference into Part III of
    this Report.
                              
                              
                              
                              
                              
                              
                              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.

                                       INDIANAPOLIS POWER & LIGHT COMPANY



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

Date May 24, 1995
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