INDIANAPOLIS POWER & LIGHT CO
8-K, 1997-11-12
ELECTRIC SERVICES
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               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:  November 12, 1997
 Date of Event (or earliest event) being reported:  November 12,
                              1997
                                
               INDIANAPOLIS POWER & LIGHT COMPANY
     (Exact name of registrant as specified in its charter)
                                

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


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

<PAGE>
Item 5.  Other Event

Indianapolis Power & Light Company issued the following notices
on November 12, 1997 relating to the redemption of the 6.0% and
8.20% Cumulative Preferred Stock:

Shareholder Contact:

Nancy Anderson  (317) 261-8394
                (800) 877-0153
     e-mail:  [email protected]

Investor Contact:

Jennifer Kent Zimmer  (212) 332-2485
     e-mail:  [email protected]

                                
                                
                      NOTICE OF REDEMPTION
                        To the Holders of
               INDIANAPOLIS POWER & LIGHT COMPANY
                  6% Cumulative Preferred Stock
                        CUSIP 455434 30 8
                                
Notice is hereby given that Indianapolis Power & Light Company,
by action of its Board of Directors, will call for redemption all
issued and outstanding shares of its 6% Cumulative Preferred
Stock.

    THE DATE FIXED FOR SUCH REDEMPTION IS DECEMBER 15, 1997.

The redemption price for each share of the 6% Cumulative
Preferred Stock will be $102, payable on or after December 15,
1997.  Such redemption price is the amount established for
redemption of such stock by resolutions of the Board of Directors
of the Company in accordance with the Company's Amended Articles
of Incorporation.

After the redemption date of  December 15, 1997, the 6%
Cumulative Preferred Stock shall no longer be deemed outstanding
and certificates of stock not surrendered for cancellation shall
cease to accrue dividends and holders of the 6% Cumulative
Preferred Stock certificates will not have any rights with
respect to said Preferred Stock other than the right to receive
the redemption price, without interest, upon surrender of the
stock certificates.

In addition, a dividend of $1.23 per share, being an amount equal
to all dividends accumulated and unpaid to the date fixed for
redemption, was declared on October 28, 1997 on the 6% Cumulative
Preferred Stock payable December 15, 1997 to shareholders of
record on December 10, 1997.  The dividend checks will be mailed
separately from the redemption checks.

By order of the Board of Directors.

                         INDIANAPOLIS POWER & LIGHT COMPANY
                         By:  Bryan G. Tabler, Secretary
Indianapolis, Indiana
November 12 , 1997

  Certificates for the 6% Preferred Stock May be Delivered for
                         Redemption To:
                                
By Mail:                                In Person or Overnight Delivery:
(Certified or Registered Mail
is recommended)

Indianapolis Power & Light Company      Indianapolis Power & Light Company
Shareholder Services Division           Shareholder Services Division
Post Office Box 798                     IPALCO Corporate Center
Indianapolis, IN  46206-0798            One Monument Circle, Room 701
                                        Indianapolis, IN  46204
<PAGE>

                      NOTICE OF REDEMPTION
                        To the Holders of
               INDIANAPOLIS POWER & LIGHT COMPANY
                8.20% Cumulative Preferred Stock
                        CUSIP 455434 60 5
                                
Notice is hereby given that Indianapolis Power & Light Company,
by action of its Board of Directors, will call for redemption all
issued and outstanding shares of its 8.20% Cumulative Preferred
Stock.

    THE DATE FIXED FOR SUCH REDEMPTION IS DECEMBER 15, 1997.

The redemption price for each share of the 8.20% Cumulative
Preferred Stock will be $101, payable on or after December 15,
1997.  Such redemption price is the amount established for
redemption of such stock by resolutions of the Board of Directors
of the Company in accordance with the Company's Amended Articles
of Incorporation.

After the redemption date of December 15, 1997, the 8.20%
Cumulative Preferred Stock shall no longer be deemed outstanding
and certificates of stock not surrendered for cancellation shall
cease to accrue dividends and holders of the 8.2% Cumulative
Preferred Stock certificates will not have any rights with
respect to said Preferred Stock other than the right to receive
the redemption price, without interest, upon surrender of the
stock certificates.

In addition, a dividend of $1.69 per share, being an amount equal
to all dividends accumulated and unpaid to the date fixed for
redemption was declared on October 28, 1997 on the 8.20%
Cumulative Preferred Stock payable December 15, 1997 to
shareholders of record on December 10, 1997.  The dividend checks
will be mailed separately from the redemption checks.

By order of the Board of Directors.

                         INDIANAPOLIS POWER & LIGHT COMPANY
                         By:  Bryan G. Tabler, Secretary
Indianapolis, Indiana
November 12, 1997
                                
 Certificates for the 8.20% Preferred Stock May be Delivered for
                         Redemption To:

By Mail:                                   In Person or Overnight Delivery:
(Certified or Registered Mail
is Recommended)

Indianapolis Power & Light Company         Indianapolis Power & Light Company
Shareholder Services Division              Shareholder Services Division
Post Office Box 798                        IPALCO Corporate Center
Indianapolis, IN 46206-0798                One Monument Circle, Room 701
                                           Indianapolis, IN  46204
<PAGE>
                            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:  November 12, 1997

                         INDIANAPOLIS POWER & LIGHT COMPANY


          
                         By   /s/ John R. Brehm
                              Name:  John R. Brehm
                              Title:  Senior Vice President




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