Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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 of (I.R.S. Employer Identification No.)
incorporation or organization)

One Monument Circle
P.O. Box 1595
Indianapolis, Indiana 46206-1595
(317) 261-8261
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

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

Copies to:
Bryan G. Tabler, Esq. Helene R. Banks, Esq.
Indianapolis Power & Light Company Cahill Gordon & Reindel
One Monument Circle 80 Pine Street
P.O. Box 1595 New York, New York 10005-1702
Indianapolis, Indiana 46206-1595

Approximate date of commencement of proposed sale to the public:
After the effective date of this Registration Statement, as determined by
market conditions and other factors.

If the only securities being registered on this Form are being 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. [__]

CALCULATION OF REGISTRATION FEE

<F1> Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(b).

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

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Information contained herein is subject to completion or
amendment. A Registration Statement relating to these
securities has been filed with the Securities and
Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the
Registration Statement becomes effective. This
Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws
of any such State.

SUBJECT TO COMPLETION, DATED DECEMBER 18, 1997

500,000 Shares

INDIANAPOLIS POWER & LIGHT COMPANY

Cumulative Preferred Stock, $100 Par Value

Indianapolis Power & Light Company (the "Company")
intends from time to time to issue up to 500,000 shares
of its Cumulative Preferred Stock, $100 par value (the
"New Preferred Stock") in one or more series, on terms to
be determined when the agreement to sell is made or at
the time or times of sale, as the case may be. There is
no sinking fund for the purchase or redemption of shares
and no right of conversion of shares into common or other
junior stock of the Company. The designation, number of
shares, dividend rate, payment dates, redemption prices,
any listing on a national securities exchange, and any
other terms of the New Preferred Stock, in respect of
which this Prospectus is being delivered, will be set
forth in a supplement to this Prospectus ("Prospectus
Supplement"). See also "Description of the New Preferred
Stock" herein.

The New Preferred Stock may be sold directly by the
Company or through agents designated from time to time or
through underwriters or dealers which may include SBC
Warburg Dillon Read Inc., Merrill Lynch & Co., Inc. or
which may be a group of underwriters represented by SBC
Warburg Dillon Read Inc., Merrill Lynch & Co., Inc. or
other firms. If any agents of the Company or any
underwriters are involved in any sale of the New
Preferred Stock in respect of which this Prospectus is
being delivered, the names of such agents or
underwriters, the principal amount, if any, to be
purchased by the underwriters and the compensation, if
any, of such underwriters or agents will be set forth in
the Prospectus Supplement. See "Plan of Distribution"
herein.

Unless otherwise specified in a Prospectus
Supplement, each series of New Preferred Stock will be
represented by one or more global certificates registered
in the name of The Depository Trust Company ("DTC") or
its nominee. Beneficial interests in the New Preferred
Stock will be shown on, and transfer thereof will be
effected only through, records maintained by participants
in DTC. Except as described herein or in a Prospectus
Supplement, New Preferred Stock in certificated form will
not be issued in exchange for the global certificates.
See "Description of the New Preferred Stock - Book-Entry
Only" herein.

__________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

__________________

The date of this Prospectus is _______________, 199__

No person has been authorized to give any information or to
make any representations, other than those contained in this
Prospectus, in connection with the offer contained herein,
and if given or made, such information or representations must
not be relied upon as having been authorized by the Company or
any Underwriter. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction where, or to or from any
person to whom, it is unlawful to make or solicit such offer.
Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that
there has not been any change in the facts contained in or
incorporated by reference in this Prospectus or in the affairs of
the Company since the date hereof.

AVAILABLE INFORMATION

Indianapolis Power & Light Company (the "Company")
is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files
reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports,
information statements and other information filed by the
Company may be inspected and copied at the public
reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, and at the Commission's regional
offices located at Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661, and 7 World
Trade Center, 13th Floor, New York, New York 10048; and
copies of such material can also be obtained at
prescribed rates from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549. The
Commission maintains a web site that contains reports,
proxy and information statements and other information
regarding registrants, like the Company, that file
electronically with the Commission. The address of the
Commission's web site is http://www.sec.gov.

The Company has filed with the Commission a
registration statement on Form S-3 (herein, together with
all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of
1933, as amended (the "Act"). This Prospectus does not
contain all of the information set forth in the
Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of
the Commission. For further information, reference is
hereby made to the Registration Statement.

___________________

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE
IN TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE
AFFECT THE PRICE OF THE SECURITIES OFFERED HEREBY. SUCH
TRANSACTIONS MAY INCLUDE STABILIZING, THE PURCHASE OF THE
SECURITIES OFFERED HEREBY TO COVER SHORT POSITIONS AND
THE IMPOSITION OF PENALTY BIDS. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF
DISTRIBUTION."

____________________

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents previously filed with the
Commission pursuant to the Exchange Act are incorporated
by reference into this Prospectus:

1. The Company's Annual Report on Form 10-K
for the year ended December 31, 1996,
including the financial statements;

2. The Company's Quarterly Reports on Form 10-
Q for the quarters ended March 31, 1997,
June 30, 1997 and September 30, 1997; and

3. The Company's Current Report on Form 8-K
dated November 12, 1997.

All documents filed by the Company pursuant to
Sections 13, 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the
termination of the offering of the New Preferred Stock
offered hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from
the date of filing of such documents.

The Company will provide without charge to each
person to whom a copy of this Prospectus has been
delivered, on the written or oral request of such person,
a copy of any or all of the documents referred to above
which have been or may be incorporated in this Prospectus
by reference, other than exhibits to such documents
unless specifically incorporated by reference into such
documents. Requests for such copies should be directed
to Mr. Bryan G. Tabler, Senior Vice President, Secretary
and General Counsel, Indianapolis Power & Light Company,
P.O. Box 1595, Indianapolis, Indiana 46206-1595,
telephone (317) 261-5134.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus and any Prospectus Supplement
(including the documents incorporated herein or therein
by reference) contain statements that constitute forward-
looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Prospective
investors are cautioned that any such forward-looking
statements are not guarantees of future performance and
involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance
or achievements to differ materially from the future
results, performance or achievements expressed or implied
in such forward-looking statements. The words
"anticipate," "believe," "estimate," "expect," "project,"
"objective" and similar expressions are intended to
identify forward-looking statements.

THE COMPANY

Indianapolis Power & Light Company (the "Company"), a
wholly owned subsidiary of IPALCO Enterprises, Inc.
("IPALCO"), is an operating public utility incorporated
under the laws of the State of Indiana on October 27,
1926. The Company is engaged primarily in generating,
transmitting, distributing and selling electric energy in
the City of Indianapolis and neighboring cities, towns
and communities, and adjacent rural areas, all within the
State of Indiana, the most distant point being about
forty miles from Indianapolis. It also produces,
distributes and sells steam within a limited area in such
city. The principal executive offices of the Company and
its parent corporation are located at One Monument
Circle, Indianapolis, Indiana 46204, and its telephone
number is (317) 261-8261.

RECENT TRANSACTIONS

On December 15, 1997, the Company redeemed all shares
of its 6.0% and 8.20% Series Cumulative Preferred Stock
at a price per share of $102 and $101, respectively,
together with dividends accrued through the date of
redemption.

USE OF PROCEEDS

The Company expects to apply the net proceeds from
the sale of the New Preferred Stock offered to reimburse
its treasury for the costs associated with IPALCO's
tender offer for the Company's preferred stock and the
redemption of the Company's outstanding 6.0% and 8.20%
Series Cumulative Preferred Stock, to repay unsecured
promissory notes and for general corporate purposes.
Specific application of the proceeds will be set forth in
a Prospectus Supplement.

RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS

The following table set forth the ratio of earnings
to combined fixed charges and preferred stock dividends
of the Company for the periods indicated:

Years Ended December 31,
====================================

Nine
Months
Ended
September
30, 1997 1996 1995 1994 1993 1992
--------- ---- ---- ---- ---- ----

Ratio of Earnings to 5.82 4.46 3.75 3.90 4.17 3.86
Combined Fixed
Charges and Preferred
Stock Dividends<FN1>

<FN>

<F1> For purposes of this ratio, earnings represent pre-tax income plus
fixed charges. Fixed charges represent interest charges and the
estimated interest portion of annual rentals.

DESCRIPTION OF THE NEW PREFERRED STOCK

The following is a brief summary of certain
provisions of the Cumulative Preferred Stock (including
the series of Cumulative Preferred Stock for which this
Prospectus is being delivered (the "New Preferred
Stock")) contained in the Company's Amended Articles of
Incorporation (the "Amended Articles"), in the proposed
amendments to the Amended Articles establishing and
designating the New Preferred Stock and in the Mortgage
(as defined below). Such summaries do not purport to be
complete and are qualified in their entirety by reference
to the above documents, which are filed as exhibits to
the Registration Statement. References following the
paragraphs below are to Sections of Articles 5, 6 and 7
of the Company's Amended Articles.

General

The Company's authorized preferred stock consists of
2,000,000 shares of Cumulative Preferred Stock, par value
$100 per share (the "Cumulative Preferred Stock"), and
3,000,000 shares of Variable Class Preferred Stock, with
a par value to be established by the Board of Directors
in accordance with the Amended Articles (the "Variable
Class Preferred Stock") (Article 5). On December 16,
1997, 91,353 shares of Cumulative Preferred Stock were
outstanding and no shares of Variable Class Preferred
Stock were outstanding.

The Cumulative Preferred Stock ranks senior to the
Company's common stock, no par value ("Common Stock"),
all shares of which are owned directly by the Company's
parent, IPALCO, with respect to dividends and assets.
The Cumulative Preferred Stock is issuable from time to
time in one or more series of equal rank, including the
New Preferred Stock, with such serial designations,
dividend rates, redemption prices, voluntary liquidation
preference prices, sinking fund provisions, conversion
rights, and maximum number of shares as the Board of
Directors may determine (Article 6, Subdivision A,
Sections 2, 3 and 4).

Dividend Rights

The holders of each series of Cumulative Preferred
Stock are entitled to receive cumulative cash dividends,
when and as declared by the Board of Directors, at the
rates determined for the respective series, before any
dividends may be declared or paid on the Common Stock.
Dividends on the New Preferred Stock will be payable at
the annual rate per share set forth in the accompanying
Prospectus Supplement on the first day of January, April,
July and October in each year, commencing on the date set
forth in the Prospectus Supplement, and such dividends
will be cumulative from the date of initial issuance of
the New Preferred Stock. (Article 6, Subdivision A,
Section 4(a)).

Restrictions on Dividends and Distributions

So long as any of the several series of bonds of the
Company issued under the Mortgage and Deed of Trust, as
supplemented and modified, executed by the Company to
American National Bank and Trust Company of Chicago, as
Trustee, dated May 1, 1940 (the "Mortgage"), remain
outstanding, the Company is restricted in the declaration
and payment of dividends, or other distribution on shares
of its capital stock or the purchase or redemption of
such shares, to the aggregate of its net income, as
defined in Section 47 of the Mortgage, available for
dividends after December 31, 1939. Such restrictions do
not apply to the declaration or payment of dividends upon
any shares of capital stock of any class to an amount in
the aggregate not in excess of $1,107,155, or to the
application to the purchase or redemption of any shares
of capital stock of any class of amounts not to exceed in
the aggregate the net proceeds received by the Company
from the sale of any shares of its capital stock of any
class subsequent to December 31, 1939. The amount which
these provisions would have permitted the Company to
declare and pay as dividends at December 31, 1996
exceeded retained earnings at that date.

Voting Rights

The Company currently has two classes of capital
stock outstanding, Cumulative Preferred Stock and Common
Stock. The holders of the Cumulative Preferred Stock are
entitled to two votes and the holders of the Common Stock
are entitled to one vote for each share held by them for
the election of directors and on all other matters,
except as otherwise provided by the Amended Articles, as
in effect, or hereafter amended, and except that certain
corporate actions enumerated in the Amended Articles may
not be taken without the affirmative vote of the holders
of certain specified percentages of the Cumulative
Preferred Stock voting separately as a class. (Article
6, Subdivision A, Section 4(d), (e), (f) and Article 7,
Sections 1 and 2)

If and when dividends payable on the outstanding
Cumulative Preferred Stock shall be in default in an
amount equivalent to four full quarter-yearly dividends,
the holders of all shares thereof, voting separately as a
class, will be entitled to elect at annual meetings of
stockholders for the election of directors, until such
default shall have been remedied, the smallest number of
directors necessary to constitute a majority of the full
board, and the holders of Common Stock, voting separately
as a class, shall be entitled to elect the remaining
directors. (Article 7, Section 2)

Liquidation Rights

Upon any voluntary liquidation, dissolution or
winding-up of the Company the Cumulative Preferred Stock
of each series shall be entitled before any distribution
shall be made to the holders of the Common Stock, to be
paid only the full preferential amount fixed by the Board
of Directors for such series, and, in the event of
involuntary liquidation, dissolution or winding-up of the
Company, the Cumulative Preferred Stock of each series
shall be entitled to be paid only the sum of $100 per
share, in each case, plus dividends accrued and unpaid
thereon. If upon any such liquidation, dissolution or
winding-up of the Company, the assets distributable among
the holders of the Cumulative Preferred Stock shall be
insufficient to permit the payment in full to such
holders of the preferential amounts aforesaid, then the
entire assets of the Company shall be distributed among
the holders of the Cumulative Preferred Stock then
outstanding, ratably in proportion to the full
preferential amounts to which they are respectively
entitled (Article 6, Subdivision A, Section 4(b)). The
voluntary liquidation preference of the New Preferred
Stock shall be the redemption price per share in effect
at the time of such liquidation as fixed by the Board of
Directors.

Sinking Fund, Preemptive and Conversion Rights

No outstanding series of the Cumulative Preferred
Stock, including the New Preferred Stock, has sinking
fund provisions, preemptive rights or conversion rights.

Redemption Provisions

The Company, by action of its Board of Directors, may
redeem the whole or any part of the Cumulative Preferred
Stock at any time or from time to time (if in part, by
lot or in such other manner as the Board of Directors may
determine), at a price for each series thereof equal to
the par value thereof, plus a premium of such additional
amount per share, if any, as shall have been fixed to be
payable in case of redemption in respect of such series,
together with the amount of all dividends accrued or in
arrears thereon to the date fixed for redemption upon not
less than 30 days nor more than 90 days notice by mail
(Article 6, Subdivision A, Section 4(c)). The right of
the Company to redeem the Cumulative Preferred Stock will
be subject to the restrictions set forth under the
caption "Restrictions on Dividends and Distributions"
above. The New Preferred Stock will be subject to
redemption at the prices set forth in a Prospectus
Supplement, and may not be redeemed prior to the date
specified in a Prospectus Supplement.

Liability to Assessment

The shares of the Cumulative Preferred Stock now
issued and outstanding are, and the New Preferred Stock
when issued will be, fully paid and non-assessable and
will not be liable to further calls or assessments.

Transfer Agent and Registrar

Transfer Agent and Registrar for the New Preferred
Stock will be the Company through its Shareholders
Services Division and Treasury Organization,
respectively.

Book-Entry Only

Unless otherwise set forth in a Prospectus Supplement
with respect to the New Preferred Stock, the Depository
Trust Company ("DTC"), New York, New York, will act as
securities depository for the New Preferred Stock. The
New Preferred Stock will be issued as fully-registered
securities registered in the name of Cede & Co. (DTC's
partnership nominee). One fully-registered New Preferred
Stock certificate will be issued for the New Preferred
Stock of each series, in the aggregate principal amount
of such issue, and will be deposited with DTC.

DTC is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC holds
securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement among
Participants of securities transactions, such as
transfers and pledges, in deposited securities through
electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct
Participants ("Direct Participants") include securities
brokers and dealers, banks, trust companies, clearing
corporations and

certain other organizations. DTC is owned by a number
of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and
the National Association of Securities Dealers, Inc.
Access to the DTC system is also available to others such
as securities brokers and dealers, banks and trust
companies that clear through or maintain a
custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The
Rules applicable to DTC and its Participants are on file
with the Commission.

Purchases of the New Preferred Stock under the DTC
system must be made by or through Direct Participants,
which will receive a credit for the New Preferred Stock
on DTC's records. The ownership interest of each actual
purchaser of the New Preferred Stock ("Beneficial Owner")
is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchase, but
Beneficial Owners are expected to receive written
confirmations providing details of the transaction, as
well as periodic statements of their holdings, from the
Direct or Indirect Participant through which the
Beneficial Owner entered into the transaction. Transfers
of Ownership interests in the New Preferred Stock are to
be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates
representing their ownership interests in the New
Preferred Stock, except in the event that use of the book-
entry system for the New Preferred Stock is discontinued.

To facilitate subsequent transfers, all New Preferred
Stock deposited by Participants with DTC is registered in
the name of DTC's partnership nominee, Cede & Co. The
deposit of the New Preferred Stock with DTC and its
registration in the name of Cede & Co. effects no change
in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the New Preferred Stock;
DTC's records reflect only the identity of the Direct
Participants to whose accounts such New Preferred Stock
is credited, which may or may not be the Beneficial
Owners. The Participants will remain responsible for
keeping account of their holdings on behalf of their
customers.

Conveyance of notices and other communications by DTC
to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and
Indirect Participants to Beneficial Owners, will be
governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect
from time to time.

Redemption notices shall be sent to Cede & Co. If
less than all of the New Preferred Stock is being
redeemed, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant in the
New Preferred Stock to be redeemed.

Neither DTC nor Cede & Co. will consent or vote with
respect to the New Preferred Stock. Under its usual
procedures, DTC mails an Omnibus Proxy to the issuer of
securities deposited with DTC as soon as possible after
the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants
to whose accounts the securities are credited on the
record date (identified in a listing attached to the
Omnibus Proxy).

Dividend payments on the New Preferred Stock will be
made to DTC. DTC's practice is to credit Direct
Participants' accounts on payable date in accordance with
their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive
payment on payable date. Payments by Participants to
Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer
form or registered in "street name," and will be the
responsibility of such Participant and not of DTC or the
Company, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Payment of dividends to DTC is the responsibility of the
Company, disbursement of such payments to Direct
Participants shall be the responsibility of DTC and
disbursement of such payments to the Beneficial Owners
shall be the responsibility of Direct and Indirect
Participants.

DTC may discontinue providing its services as
securities depository with respect to the New Preferred
Stock at any time by giving reasonable notice to the
Company. Under such circumstances, in the event that a
successor securities depository is not obtained, the New
Preferred Stock certificates are required to be printed
and delivered.

The Company may decide to discontinue use of the
system of book-entry transfers through DTC (or a
successor securities depository). In that event, the New
Preferred Stock certificates will be printed and
delivered.

The information in this section concerning DTC and
DTC's book-entry system has been obtained from sources
that the Company believes to be reliable, but the Company
takes no responsibility for the accuracy thereof.

PLAN OF DISTRIBUTION

The Company may sell the New Preferred Stock in any
of three ways: (i) through underwriters or dealers; (ii)
directly to a limited number of purchasers or to a single
purchaser; or (iii) through agents. However, it is
expected that the New Preferred Stock will be sold to SBC
Warburg Dillon Read Inc. and Merrill Lynch & Co., Inc.,
or to an underwriting syndicate represented by such
firms, for public offering. The Prospectus Supplement
with respect to the New Preferred Stock will set forth
the terms of the offering, including the name or names of
any underwriters, the initial public offering price and
the proceeds to the Company from such sale, any
underwriting discounts and other items constituting
underwriters' compensation, and any discounts or
concessions allowed or reallowed or paid to dealers. Any
initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may
be changed from time to time.

If underwriters are used in the sale, the New
Preferred Stock will be acquired by the underwriters for
their own account and may be resold from time to time in
one or more transactions, including negotiated
transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The New
Preferred Stock may be offered to the public

either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more
underwriters. The underwriter or underwriters with
respect to a particular underwritten offering of New
Preferred Stock will be named in the Prospectus
Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter
or underwriters will be set forth on the cover page of
such Prospectus Supplement. Unless otherwise set forth
in the Prospectus Supplement, the obligations of the
underwriters to purchase the New Preferred Stock will be
subject to certain conditions precedent, the underwriters
will be obligated to purchase all shares of the New
Preferred Stock if any are purchased and the Company will
have agreed to indemnify the underwriters against certain
civil liabilities including liabilities under the Act.

If shares of the New Preferred Stock are sold
directly by the Company or through agents designated by
the Company from time to time, any agent involved in the
offer or sale of the New Preferred Stock in respect of
which this Prospectus is delivered will be named, and any
commissions payable by the Company to such agent will be
set forth, in the Prospectus Supplement relating thereto.
Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a best efforts basis for
the period of its appointment.

In connection with the offering of the New Preferred
Stock, certain persons participating in the offering of
the New Preferred Stock may engage in transactions that
stabilize, maintain or otherwise affect the price of the
New Preferred Stock. Specifically, the underwriters may
bid for and purchase New Preferred Stock in the open
market to stabilize the New Preferred Stock. The
underwriters may also overallot the offering of the New
Preferred Stock, creating a syndicate short position. In
addition, the underwriters may bid for and purchase the
New Preferred Stock in market making transactions and
impose penalty bids. These activities may stabilize or
maintain the market price of the New Preferred Stock
above market levels that might otherwise prevail. The
underwriters are not required to engage in these
activities, and may end these activities at any time.

EXPERTS

The financial statements incorporated in this
Prospectus by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 1996 have
been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is
incorporated herein by reference, and has been so
incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and
auditing.

The statements as to matters of law and legal
conclusions under the caption "Description of the New
Preferred Stock" have been reviewed by Bryan G. Tabler,
Senior Vice President, Secretary and General Counsel of
the Company, and are made on his authority. As of
December 1, 1997, Mr. Tabler owned 15,699 shares of
IPALCO's common stock and has an option to purchase
45,000 additional shares which is currently exercisable.
Mr. Tabler is acquiring additional shares of IPALCO's
common stock at regular intervals through the Company's
Employees' Thrift Plan and through IPALCO's dividend
reinvestment plan.

LEGAL OPINIONS

The legality of the New Preferred Stock will be
passed upon for the Company by Bryan G. Tabler, Senior
Vice President, Secretary and General Counsel of the
Company, and for the underwriters by Cahill Gordon &
Reindel (a partnership including a professional
corporation), 80 Pine Street, New York, NY 10005-1702.

PART II

Information Not Required in Prospectus

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses to be
incurred in connection with the issuance and distribution
of the securities being registered. All amounts shown
are estimates, except the registration fee.

Securities and Exchange Commission
Registration Fee. . . . . . . . . . . . . $14,750
Rating Agency Fees. . . . . . . . . . . . . . $15,000*
Fees and Expenses of Accountants. . . . . . . 10,000*
Fees and Expenses of Counsel. . . . . . . . . 15,000*
Blue Sky and Legal Investment
Fees and Expenses. . . . . . . . . . . . . 5,000*
Printing Expenses . . . . . . . . . . . . . . 5,000*
Miscellaneous . . . . . . . . . . . . . . . . 5,000*
------

Total. . . . . . . . . . . . . . . $69,750*
=======
* Estimated

Item 15. Indemnification of Directors and Officers.

The following discussion of the indemnification
provisions of the Indiana Business Corporation Law
(Indiana Code '23-1-37) (the "Law"), which applies to the
Company, is a summary, is not meant to be complete, and
is qualified in its entirety by reference to the Law.

The Law provides indemnity for present and past
directors, officers, employees and agents of the Company
and of other entities including partnerships, trusts and
employee benefit plans who serve in such capacities at
the request of the Company, against obligations to pay
judgments, settlements, penalties, fines and reasonable
expenses including attorneys' fees, as the result of
threatened, pending or completed actions, suits or
proceedings, whether criminal, civil, administrative or
investigations to which they are parties, if it is
determined by a majority of uninvolved directors, a
committee of the board of directors or special counsel
selected by the board of directors that they acted in
good faith and they reasonably believed their conduct in
their official capacity was in the Company's best
interests or if such conduct was not in their official
capacity, that the same was not opposed to the Company's
best interests, and that in criminal proceedings they had
reasonable cause to believe their conduct was lawful or
that it was not unlawful. The Law provides for mandatory
indemnification for directors and officers against
reasonable expenses incurred if they were wholly
successful in the defense of such proceeding. Also
termination of a proceeding by judgment, settlement or
like disposition is not determinative that the director,
officer, employee or agent did not meet

II-1

the standard of conduct set forth in the Law. The indemnity
provided by the Law may be enforced in court and provision
is made for advancement of expenses. The Law also permits
the Company to insure its liability on behalf of the
directors, officers, employees and agents so indemnified
and the Law does not exclude any other rights in
indemnification and advancement of expenses provided in
the Company's Amended Articles of Incorporation, By-Laws
or resolutions of its board of directors or its
shareholders.

Article 12, Section 9 of the Amended Articles of
Incorporation of the Company provides as follows:

"The Company may indemnify any director or
officer, or former director or officer, of the
Company, or any person who may serve at its
request as a director or officer of another
corporation in which it owns shares or of which
it is a creditor, against expenses actually and
reasonably incurred by him in connection with the
defense of any action, suit or proceeding, civil
or criminal, in which he is made a party by
reason of being or having been such director or
officer, or against judgments, fines, penalties,
court costs and attorney's fees, or reasonable
amounts paid by him in settlement in connection
with any such action, suit or proceeding, if he
has acted in good faith and in a manner he
reasonably believed to be in, or not opposed to,
the best interests of the Company, or, in respect
to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was
unlawful; provided that no such director or
officer shall be so indemnified in relation to
matters as to which he shall be adjudged in any
such action, suit or proceeding to be liable for
negligence or misconduct in the performance of
duty.

"The termination of any action, suit or
proceeding by settlement, or upon a plea of nolo
contendere, or its equivalent, shall not, of
itself, create a presumption that the director or
officer involved therein did not act in good
faith and in a manner which he reasonably
believed to be in, or not opposed to, the best
interests of the Company, or, in respect to any
criminal action or proceeding, that he had
reasonable cause to believe his conduct was
unlawful.

"Any indemnification shall be made by the
Company only as authorized in a specific case
upon the determination that indemnification of
the director or officer is proper in the
circumstances because he has met the applicable
standard of conduct set forth in this section.
Such determination shall be made by the Board of
Directors by a majority vote of a quorum
consisting of directors who were not parties to
such action, suit or proceeding, or if such a
quorum is not obtainable, or if a quorum of
disinterested directors so directs, by
independent legal counsel in a written opinion.

"Any such indemnification of a director or
officer shall not be deemed exclusive of any
other rights to which he may be entitled as a
matter of law or under any other provision of
these Amended Articles, or any resolution, or
other authorization heretofore or hereafter
adopted, after notice, by a majority vote of

II-2

all the voting shares of the Company then issued and
outstanding."

The Company has insured its liability where
indemnification of its directors and officers is proper
under the above provision of its Amended Articles of
Incorporation up to an aggregate of $35,000,000. This
policy also provides coverage for directors and officers
in cases where the Company does not provide
indemnification.

Item 16. List of Exhibits.

Exhibits required to be filed with this Registration
Statement are listed in the following Exhibit Index.
Certain of such exhibits which have previously been filed
with the Commission and which are designated by reference
to their exhibit numbers in prior filings are hereby
incorporated by reference and made a part hereof.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes (1)
to file, during any period in which offers or sales are
being made, a post-effective amendment to the
Registration Statement (i) to include any prospectus
required by section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement; provided,
however, that clauses (a)(1)(i) and (a)(1)(ii) of this
Section do not apply if the information required to be
included in a post-effective amendment by those clauses
is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the
Registration Statement; (2) that, for the purpose of
determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof; and (3) to remove from
registration by means of a post-effective amendment any
of the securities being registered which remain unsold at
the termination of the offering.

(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.

II-3

(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions
described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of
the Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer
or controlling person of the registrant in the
successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling
person in connection with the securities being
registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Act and will be governed by the
final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of
1933, the Company 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
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Indianapolis, State of Indiana, on December 18, 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.

Signature Title Date

(1) Principal Executive
Officer:

/s/ John R. Hodowal Chairman of the Board December 18, 1997
John R. Hodowal and Chief Executive
Officer

(2) Principal Financial
Officer:

/s/ John R. Brehm Senior Vice President - December 18, 1997
John R. Brehm Finance and Information
Services

(3) Principal Accounting
Officer:

/s/ Stephen J. Plunkett Controller December 18, 1997
Stephen J. Plunkett

(4) A majority of the Board of Directors:

*Joseph D. Barnette, Jr. Director

*Robert A. Borns Director

*Mitchell E. Daniels, Jr. Director

II-5

*Otto N. Frenzel III Director

*Earl B. Herr, Jr. Director

*John R. Hodowal Director

*Ramon L. Humke Director December 18, 1997

*Sam H. Jones Director

*Andre B. Lacy Director

*Michael S. Maurer Director

*Sallie W. Rowland Director

*Thomas H. Sams Director

*By: /s/ Bryan G. Tabler
Bryan G. Tabler, Attorney-in-Fact

II-6

EXHIBIT INDEX
Page

Exhibit 1 Copy of Underwriting Agreement Basic
Provisions. A Terms Agreement with
respect to each particular offering
of Cumulative Preferred Stock
registered hereunder will be filed
as an exhibit to a Current Report on
Form 8-K and incorporated therein by
reference

Exhibit 3(a) Copy of Amended Articles of Incorporation,
as amended.

Exhibit 3(b) Articles of Amendment designating series
and stating the preferences, limitations
and relative rights of the New Preferred
Stock will be filed as an exhibit to a
Current Report on Form 8-K and incorporated
therein by reference.

Exhibit 4(a)* Copy of Mortgage and Deed of Trust, dated
as of May 1, 1940, between the Company and
American National Bank and Trust Company of
Chicago, Trustee, as Supplemented and
modified by 42 Supplemental Indentures

Exhibits D in File No. 2-4396; B-1 in
File No. 2-6210; 7-C in File No. 2-
7944; 7-D in File No. 2-72944; 7-E in
File No. 2-8106; 7-F in File No. 2-
8749; 7-G in File No. 2-8749; 4-Q in
File No. 2-10052; 2-I in File No. 2-
12488; 2-J in File No. 2-13903; 2-K
in File No. 2-22553; 2-L in File No.
2-24581; 2-M in File No. 2-26156; 4-D
in File No. 2-6884; 2-D in File No. 2-
38332; Exhibit A to Form 8-K for
October 1970; Exhibit 2-F in File No.
2-47162; 2-F in File No. 2-50260; 2-G
in File No. 2-50260; 2-F in File No.
2-53541; 2-E in File No. 2-55154; 2-E
in File No. 2-60819; 2-F in File No.
2-60819; 2-G in File No. 2-60819;
Exhibit A to Form 10-Q for the
quarter ended 9-30-78 in File No. 1-
3132; 13-4 in File No. 2-73213;
Exhibit 4 in File No. 2-93092. Copy
of Twenty-Eighth and Twenty-Ninth
Supplemental Indentures dated as of
November 1, 1983 and December 1,
1984, respectively. (Form 10-K for
the year ended 12-31-84.) Copy of
Thirtieth Supplemental Indenture
dated as of September 1, 1985. (Form
10-K for the year ended 12-31-85.)
Copy of Thirty-First Supplemental
Indenture dated as of October 1,
1986. (Form 10-K for the year ended
12-31-86). Copy of Thirty-Second
Supplemental Indenture dated as of
June 1, 1989. (Form 10-Q for the
quarter ended 6-30-89). Copy of
Thirty-Third Supplemental Indenture
dated as of August 1, 1989. (Form 10-
K for the year ended 12-31-89). Copy
of Thirty-Fourth Supplemental
Indenture dated as of October 15,
1991. (Form 10-K for the year ended
12/31/91). Copy of Thirty-Fifth
Supplemental Indenture dated as of
August 1, 1992. (Form 10-K for the
year ended 12/31/92). Copy of Thirty-
Sixth, Thirty-Seventh and Thirty-
Eighth Supplemental Indentures dated
as of April 1, 1993, October 1, 1993
and October 1, 1993, respectively.
(Form 10-Q for quarter ended 9-30-
93). Copy of Thirty-Ninth and
Fortieth Supplemental Indentures
dated as of February 1, 1994. (Form
8-K dated January 25, 1994) Copy of
Fortieth-First Supplemental Indenture
dated as of January 15, 1995. (Form
10-K for the year ended 12/31/94).
Copy of Fortieth-Second Supplemental
Indenture dated as of October 1,
1995. (Form 10-K for the year ended
12/31/95).

Exhibit 4(b) Form of New Preferred Stock
Certificate

Exhibit 5 Opinion of Bryan G. Tabler,
Senior Vice President, Secretary and
General Counsel of the Company, with
respect to the legality of the
securities registered hereunder

Exhibit 12 Statements regarding computation of
ratios

Exhibit 23(a) Consent of Deloitte & Touche LLP

Exhibit 23(b) Consent of Bryan G. Tabler,
Senior Vice President, Secretary and
General Counsel of the Company
(contained in opinion of counsel
filed as Exhibit 5)

Exhibit 24 Powers of Attorney executed by
directors on whose behalf this
Registration Statement was signed

- --------------------------
*Incorporated by Reference

E-1