Exhibit 24

               INDIANAPOLIS POWER & LIGHT COMPANY
                                
                        POWER OF ATTORNEY

      Each  of the undersigned directors of INIDANAPOLIS POWER  &
LIGHT COMPANY, an Indiana corporation, (the "Corporation"), which
intends  to  file  with  the Securities and Exchange  Commission,
Washington  D.C., under the provisions of the Securities  Act  of
1933, as amended, a Registration Statement and related prospectus
for  the  registration  of  not  to  exceed  550,000  shares   of
Cumulative  Preferred Stock of the Company, $100 par value,  does
hereby  appoint John R. Brehm and Bryan G. Tabler,  and  each  of
them,  his  true  and lawful attorneys, with power  to  act  each
without  the  other  and  with full  power  of  substitution  and
resubstitution, for him and in his name, place and stead, to sign
in  the  capacity  of  a director of the Company  and  file  said
Registration  Statement and related prospectus and  any  and  all
amendments and supplements thereto, and all instruments necessary
or  incidental  thereto, hereby granting unto said attorneys  and
each  of them full power and authority to do and perform  in  the
name and on behalf of each of the undersigned, and in any and all
capacities, every act and thing whatsoever requisite or necessary
to be done in and about the premises, as fully and to all intents
and  purposes  as each of the undersigned might or  could  do  in
person, hereby ratifying and approving the acts of said attorneys
and each of them.

/s/  John R. Hodowal                 /s/ Mitchell E. Daniels, Jr.

/s/ Ramon L. Humke                   /s/ Sallie W. Rowland

/s/ Otto N. Frenzel III              /s/ Andre B. Lacy

/s/ Earl B. Herr, Jr.                /s/ Thomas H. Sams

/s/ Sam H. Jones

/s/ Robert A. Borns

/s/ Michael E. Maurer

/s/ Joseph D. Barnette, Jr.

      IN  WITNESS WHEREOF, the foregoing directors of the Company
have  affixed their respective signatures hereto in the  presence
of  a  Notary Public for the State of Indiana, this 25th  day  of
November, 1997.

My  Commission Expires:  6-13-99           /s/ Gloria  K. Bryant
My  County  of Residence is Marion             Gloria K.  Bryant,
                                                Notary Public