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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     FORM 15

CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(g) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                                Commission File Number: 33-51737

                       INDIANAPOLIS POWER & LIGHT COMPANY
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         (Exact name of registrant as specified in its charter)

       25 Monument Circle, P.O. Box 1595, Indianapolis, Indiana 46206-1595
                                 (317)261-5134
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         (Address,  including zip code,  and telephone  number,  including  area
               code, of registrant's principal executive offices)

                      First Mortgage Bonds, various series
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                            (Title of each class of
                        securities covered by this Form)

                                      None
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       (Titles of all other classes of securities for which a duty to file
                 reports under section 13(a) or 15(d) remains)

         Please  place an X in the box(es) to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)             [  ]        Rule 12h-3(b)(1)(i)            [X]
Rule 12g-4(a)(1)(ii)            [  ]        Rule 12h-3(b)(1)(ii)           [  ]
Rule 12g-4(a)(2)(i)             [  ]        Rule 12h-3(b)(2)(i)            [  ]
Rule 12g-4(a)(2)(ii)            [  ]        Rule 12h-3(b)(2)(ii)           [  ]
                                            Rule 15d-6                     [  ]

     Approximate  number of holders of record as of the  certification or notice
date: 1

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Indianapolis  Power & Light Company has caused this  certification/notice  to be
signed on its behalf by the undersigned duly authorized person.

DATE: April 2, 2001                  By:  \s\ William H. Henley
                                          -------------------------------------
                                          William H. Henley.
                                          Power Supply Business Unit Leader

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.

SEC 2069(3-99)      Potential  persons who are to respond to the  collection  of
                    information  contained  in this  form  are not  required  to
                    respond  unless  the form  displays  a  currently  valid OMB
                    control number.