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:  January 9, 1998
   Date of Event (or earliest event) being reported:  January 7, 1998
                      
                INDIANAPOLIS POWER & LIGHT COMPANY
       (Exact name of registrant as specified in its charter)
                      

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


            One Monument Circle, Indianapolis, Indiana 46204
          (Address of principal executive offices)  (Zip Code)
                      
                      
     Registrant's telephone number, including area code:  (317) 261-8261


                                  N/A
         (Former name or former address, if changed since last report.)

Item 5.  Other Event

On January 7, 1998, Indianapolis Power & Light Company (the "Company")
entered into a Terms Agreement with SBC Warburg Dillon Read Inc. and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
for the sale of 500,000 shares of 5.65% Cumulative Preferred Stock, par
value $100 per share, of the Company.  Attached hereto are the following
documents:  Terms Agreement including the Underwriting Agreement Basic
Provisions and the Articles of Amendment to the Amended Articles of
Incorporation of the Company.

Item 7.   Financial Statements and Exhibits

     (c)  Exhibits

          1.1  Terms Agreement dated January 7, 1998 together with the
               Underwriting Agreement Basic Provisions

          3.1  Articles of Amendment to the Amended Articles of
               Incorporation

                                   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 9, 1998

                                  INDIANAPOLIS POWER & LIGHT COMPANY


          
                                  By /s/ Bryan G. Tabler
                                     Name:   Bryan G. Tabler
                                     Title:  Senior Vice President