Registration No. 33-52489
                                        
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                        POST-EFFECTIVE AMENDMENT NO. 1
                                  TO FORM S-3
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                      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.)


One Monument Circle                        John R. Brehm
P.O. Box 1595                              Senior Vice President, Finance and
Indianapolis, Indiana 46206-1595             Information Services
(317) 261-8261                             Indianapolis Power & Light Company
                                           One Monument Circle, P.O. Box 1595
(Address, including zip code, and          Indianapolis, Indiana 46206-1595
telephone number, including area code,     (317) 261-8261
of registrant's principal executive        (Name, address, including zip 
offices)                                   code, and telephone number, 
                                           including area code, of agent for 
                                           service)


Copies to:                 Bryan G. Tabler, Esquire
             Senior Vice President, Secretary and General Counsel
                      Indianapolis Power & Light Company
                      One Monument Circle, P.O. Box 1595
                       Indianapolis, Indiana 46206-1595

     Approximate date of commencement of proposed sale to the public:  From 
time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are to be offered 
pursuant to dividend or interest reinvestment plans, please check the 
following box.  [ ]

If any of the securities being registered on this Form are to be offered on a 
delayed or continuous basis pursuant to Rule 415 under the Securities Act of 
1933, other than securities offered only in connection with dividend or 
interest reinvestment plans, check the following box.  [X] 

If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, please check the following 
box and list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering.  [ ]  

If this Form is a post-effective amendment filed pursuant to Rule 462(c) 
under the Securities Act, check the following box and list the Securities 
Act registration statement number of the earlier effective registration 
statement for the same offering.  [ ]. 

If delivery of the prospectus is expected to be made pursuant to Rule 434, 
please check the following box.  [ ]

                                  PART II


                  INFORMATION NOT REQUIRED IN PROSPECTUS



     By means of this Post-Effective Amendment No. 1 to its Registration 
Statement on Form S-3 (Registration No. 33-52489) and pursuant to the 
undertaking in such Registration Statement, Indianapolis Power & Light 
Company hereby removes from registration 200,000 shares of its Cumulative 
Preferred Stock, $100 Par Value, which constitute all of the cumulative 
preferred stock registered pursuant to the Registration Statement. 












                     (space intentionally left blank) 

                                SIGNATURES


     The Registrant.  Pursuant to the requirements of the Securities Act of 
1933, the Registrant certifies that it has reasonable grounds to believe that 
it meets all of the requirements for filing on Form S-3 and has duly caused 
this Post-Effective Amendment No. 1 to the Form S-3 Registration Statement 
to be signed on its behalf by the undersigned, thereunto duly authorized, in 
the City of Indianapolis, State of Indiana, on April 29, 1997.

                                   INDIANAPOLIS POWER & LIGHT COMPANY


                              By:   /s/ John R. Hodowal                        
                                   (John R. Hodowal, Chairman of the Board 
                                   and Chief Executive Officer)


     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.


          Signatures                    Title                    Date

(i)  Principal Executive Officer:


 /s/ John R. Hodowal           Chairman of the Board
 (John R. Hodowal)             and Chief Executive Officer     April 29, 1997


(ii) Principal Financial Officer:


 /s/ John R. Brehm             Senior Vice President - 
 (John R. Brehm)               Finance and Information 
                                 Services                      April 29, 1997


(iii)     Controller or Principal
     Accounting Officer:

 /s/ Stephen J. Plunkett            
 (Stephen J. Plunkett)         Controller                      April 29, 1997


(iv) A Majority of the Board
     of Directors:



     *Joseph D. Barnette, Jr.           Director
     *Mitchell E. Daniels, Jr.          Director  
     *Rexford C. Early                  Director
     *Otto N. Frenzel III               Director
     *Max L. Gibson                     Director
     *Edwin J. Goss                     Director
     *Earl B. Herr, Jr.                 Director
     *John R. Hodowal                   Director            April 29, 1997
     *Ramon L. Humke                    Director            
     *Sam H. Jones                      Director
     *Andre B. Lacy                     Director
     *Sallie W. Rowland                 Director
     *Thomas H. Sams                    Director








*By:  /s/ John R. Hodowal                    
        (John R. Hodowal, Attorney-in-Fact)