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 (Date of earliest event reported): November 16, 2001

                               AES RED OAK, L.L.C.
             (Exact name of registrant as specified in its charter)

                        Commission file number: 333-40478

           Delaware                                              54-1889658
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)


               1001 North 19th Street, Arlington, Virginia 22209,
                             c/o The AES Corporation
                                 (703) 522-1315
             (Registrant's address of principal executive offices,)
              (zip code and telephone number, including area code)


<PAGE>


ITEM 5.  Other Events.

The Company has been made aware that on November 9, 2001, Washington Group
International, Inc. ("WGI") received an order from the U.S. Bankruptcy Court for
the District of Nevada in Reno (the "Bankruptcy Court") approving WGI's (1)
rejection of the Agreement for Engineering Procurement and Construction Services
dated as of October 15, 1999, as amended ("EPC Contract") and (2) execution of
the Project Completion Agreement ("PCA"), as described below.

On November 16, 2001, WGI and Raytheon Company ("Raytheon") executed the PCA.
The PCA supercedes the Interim Agreement for Advance Payments (Interim
Agreement), between the Company, WGI and Raytheon, which had been in place since
June 20, 2001. Under the Interim Agreement, the Company and Raytheon had agreed
to fund payments to WGI's subcontractors working on construction of the facility
in accordance with the terms of their subcontracts as required by the EPC
Contract, and to pay WGI's employees who are performing services with respect to
the project.

Under the PCA, WGI will (i) assign to the Company, as the project owner, certain
of the major equipment, subcontracts and vendor contracts relating to the
project, (ii) assign to Raytheon the remaining subcontracts and vendor contracts
relating to the project, (iii) agree to complete construction of the facility on
a cost reimbursable basis but otherwise in accordance with the terms of the EPC
Contract, with all funding to come from Raytheon, and (iv) perform obligations
under the subcontracts and vendor contracts as the subagent of Raytheon.
Raytheon, as guarantor under the EPC Contract, will, as necessary, fund all of
WGI's costs and expenses related to WGI's completion of the project. Both
parties will have limited termination rights under the PCA.

On November 21, 2001, the Company and Raytheon entered into the Owner/Guarantor
Supplemental Agreement ("OGSA") pursuant to which (i) Raytheon and the Company
will acknowledge that, notwithstanding the rejection of the EPC Contract by WGI,
Raytheon will cause the project to be completed in accordance with the terms of
the EPC Contract pursuant to Raytheon's performance guaranty obligations, and
the EPC Contract will have continuing applicability insofar as it defines (x)
the obligations owed to the Company by Raytheon under its guaranty and (y) the
obligations of the Company to Raytheon arising from the performance of those
obligations, (ii) Raytheon (or their designees) will be designated as the
Company's agent for purposes of administering the subcontracts and vendor
contracts assigned by WGI to the Company, (iii) all future payments from the
Company will be paid in accordance with the terms of the EPC Contract directly
to Raytheon, and (iv) Raytheon will indemnify the Company with respect to any
claims arising out of the subcontracts and vendor contracts assumed by the
Company.

Although there can be no assurances, based upon (i) the Company's current
assessment of progress at the construction site, (ii) the performance guaranty
from Raytheon, (iii) the mutual obligations of WGI and Raytheon under the PCA,
and (iv) assuming (x) that WGI and Raytheon fulfill their respective obligations
under the PCA, and (y) that Raytheon continues to fulfill its obligations under
its performance guarantee and the OGSA, the Company currently believes that it
has sufficient funds available to complete construction of the facility, and
expects the facility to become commercially operational in early April 2002,
which is approximately two months after the February 14, 2002 guaranteed
completion date under the EPC Contract. See "Cautionary Note Regarding
Forward-Looking Statements." Notwithstanding the Company's current belief, if
the parties to the PCA fail to perform their obligations, or if Raytheon does
not fulfill its obligations under its performance guarantee or the OGSA, the
Company may experience significant construction delays and/or may not have
sufficient funds to complete the facility.


                                       2
<PAGE>

Under the power purchase agreement (PPA) between the Company and Williams Energy
Marketing and Trading Company (Williams), the Company had the right to extend
the required commercial operation date from December 31, 2001 to June 30, 2002
(1) by providing an opinion from a third-party engineer that the commercial
operation date will occur no later than June 30, 2002 (the "Free Extension
Option"), or (2) by giving Williams written notice of such extension no later
than November 30, 2001, and paying to Williams $2.5 million by no later than
January 31, 2002. On November 14, 2001, the Company exercised its Free Extension
Option. On December 12, 2001, Williams formally accepted the required opinion of
the third-party engineer. As a result, the required commercial operation date
under the PPA was extended to June 30, 2002. In the event that the Company
cannot meet the June 30, 2002 required commercial operation date, the Company
has the right under the PPA, upon written notification to Williams not later
than April 30, 2002, to extend the commercial operation date until June 30, 2003
by paying Williams an amount equal to the lessor of any actual damages Williams
suffers or incurs after June 30, 2002 as a result of Williams reliance upon the
delivery by such date or $3.0 million (the "Second Paid Extension Option"). The
Company must also pay specified amounts ranging from $11,000 per day to $50,000
per day of the extension. During the period of the Second Paid Extension Option,
if any, the Company will continue to collect liquidated damages until April 10,
2003 from the contractor under the EPC Contract in the amount of $108,000 per
day.

In the event that the project is not commercially operational by June 30, 2002,
and the Company does not have sufficient funds to exercise its Second Paid
Extension Option, or the facility does not achieve commercial operation by the
commercial operation date as extended, Williams has the right to terminate the
PPA. If Williams terminates the PPA and the Company cannot find a long-term
replacement power purchaser on favorable or reasonable terms, the Company will
be required to sell its capacity and energy under shorter-term contracts or into
the PJM spot market. In such event, the Company may not have financial resources
sufficient to meet its financial and contractual obligations, including the
timely payment of principal and interest on the senior secured bonds.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this Form 8-K, as well as statements made by the
Company in periodic press releases and other public communications, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Certain, but not necessarily all, of such
forward-looking statements can be identified by the use of forward-looking
terminology, such as "believes," "estimates," "plans," "projects," "expects,"
"may," "will," "should," "approximately," or "anticipates" or the negative
thereof or other variations thereof or comparable terminology, or by discussion
of strategies, each of which involves risks and uncertainties. The Company has
based these forward-looking statements on its current expectations and
projections about future events based upon its knowledge of facts as of the date
of this Form 8-K and its assumptions about future events.

All statements, other than of historical facts included herein, including those
regarding market trends, the Company's financial position, business strategy,
projected plans and objectives of management for future operations and the
anticipated commercial operation date of the Facility, are forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors outside of the Company's control that may cause
the actual results or performance of the Company to be materially different from


                                       3
<PAGE>

any future results, performance or achievements expressed or implied by the
forward-looking statements. These risks, uncertainties and other factors
include, among others, the following:

        o        unexpected construction delays,
        o        unexpected problems relating to the start-up, commissioning
                 and performance of the facility,
        o        the financial condition of third parties on which we depend,
                 including in particular, WGI, Raytheon and Williams,
        o        continued performance by WGI under the EPC Contract and the
                 PCA,
        o        WGI's proceedings before the Bankruptcy Court and their impact
                 on the Company,
        o        the Company's ability to find a replacement contractor on
                 favorable or reasonable terms, if necessary,
        o        performance by Raytheon under its performance guarantee, the
                 OGSA, the PCA, and any related agreements,
        o        the Company's ability to finance its Second Paid Extension
                 Option under the PPA, if necessary,
        o        the termination of the PPA by Williams Energy in the event of
                 a significant delay in achieving commercial operations,
        o        the Company's ability to find a replacement power purchaser on
                 favorable or reasonable terms, if necessary,
        o        an adequate merchant market after the expiration of the power
                 purchase agreement,
        o        capital shortfalls and access to additional capital on
                 reasonable terms,
        o        inadequate insurance coverage,
        o        unexpected expenses or lower than expected revenues once
                 commercial operations have begun,
        o        environmental and regulatory compliance,
        o        terrorists acts and adverse reactions to United States
                 anti-terrorism activities, and
        o        the additional factors that are unknown to the Company or
                 beyond its control.

The Company has no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.

Item 7. Exhibits

      Exhibit No.                          Description
      -----------                          -----------
         10.1             Project Completion Agreement dated as of November 16,
                          2001, by and between Raytheon Company and Washington
                          Group International, Inc.

         10.2             Owner/Guarantor Supplemental Agreement, dates as of
                          November 21, 2001, by and among AES Red Oak, L.L.C.
                          and Raytheon Company.


                                       4
<PAGE>



                                   SIGNATURES

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 thereunto duly authorized.


                                                     AES RED OAK, L.L.C.


Date:  December 12, 2001                             By: /s/ A.W. Bergeron
                                                         ------------------
                                                         A.W. Bergeron
                                                         Vice President


                                       5
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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 (Date of earliest event reported): November 16, 2001

                               AES RED OAK, L.L.C.
             (Exact name of registrant as specified in its charter)

                        Commission file number: 333-40478

           Delaware                                              54-1889658
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

               1001 North 19th Street, Arlington, Virginia 22209,
                             c/o The AES Corporation
                                 (703) 522-1315
             (Registrant's address of principal executive offices,)
              (zip code and telephone number, including area code)
ITEM 5.  Other Events.

The Company has been made aware that on November 9, 2001, Washington Group
International, Inc. ("WGI") received an order from the U.S. Bankruptcy Court for
the District of Nevada in Reno (the "Bankruptcy Court") approving WGI's (1)
rejection of the Agreement for Engineering Procurement and Construction Services
dated as of October 15, 1999, as amended ("EPC Contract") and (2) execution of
the Project Completion Agreement ("PCA"), as described below.

On November 16, 2001, WGI and Raytheon Company ("Raytheon") executed the PCA.
The PCA supercedes the Interim Agreement for Advance Payments (Interim
Agreement), between the Company, WGI and Raytheon, which had been in place since
June 20, 2001. Under the Interim Agreement, the Company and Raytheon had agreed
to fund payments to WGI's subcontractors working on construction of the facility
in accordance with the terms of their subcontracts as required by the EPC
Contract, and to pay WGI's employees who are performing services with respect to
the project.

Under the PCA, WGI will (i) assign to the Company, as the project owner, certain
of the major equipment, subcontracts and vendor contracts relating to the
project, (ii) assign to Raytheon the remaining subcontracts and vendor contracts
relating to the project, (iii) agree to complete construction of the facility on
a cost reimbursable basis but otherwise in accordance with the terms of the EPC
Contract, with all funding to come from Raytheon, and (iv) perform obligations
under the subcontracts and vendor contracts as the subagent of Raytheon.
Raytheon, as guarantor under the EPC Contract, will, as necessary, fund all of
WGI's costs and expenses related to WGI's completion of the project. Both
parties will have limited termination rights under the PCA.

On November 21, 2001, the Company and Raytheon entered into the Owner/Guarantor
Supplemental Agreement ("OGSA") pursuant to which (i) Raytheon and the Company
will acknowledge that, notwithstanding the rejection of the EPC Contract by WGI,
Raytheon will cause the project to be completed in accordance with the terms of
the EPC Contract pursuant to Raytheon's performance guaranty obligations, and
the EPC Contract will have continuing applicability insofar as it defines (x)
the obligations owed to the Company by Raytheon under its guaranty and (y) the
obligations of the Company to Raytheon arising from the performance of those
obligations, (ii) Raytheon (or their designees) will be designated as the
Company's agent for purposes of administering the subcontracts and vendor
contracts assigned by WGI to the Company, (iii) all future payments from the
Company will be paid in accordance with the terms of the EPC Contract directly
to Raytheon, and (iv) Raytheon will indemnify the Company with respect to any
claims arising out of the subcontracts and vendor contracts assumed by the
Company.

Although there can be no assurances, based upon (i) the Company's current
assessment of progress at the construction site, (ii) the performance guaranty
from Raytheon, (iii) the mutual obligations of WGI and Raytheon under the PCA,
and (iv) assuming (x) that WGI and Raytheon fulfill their respective obligations
under the PCA, and (y) that Raytheon continues to fulfill its obligations under
its performance guarantee and the OGSA, the Company currently believes that it
has sufficient funds available to complete construction of the facility, and
expects the facility to become commercially operational in early April 2002,
which is approximately two months after the February 14, 2002 guaranteed
completion date under the EPC Contract. See "Cautionary Note Regarding
Forward-Looking Statements." Notwithstanding the Company's current belief, if
the parties to the PCA fail to perform their obligations, or if Raytheon does
not fulfill its obligations under its performance guarantee or the OGSA, the
Company may experience significant construction delays and/or may not have
sufficient funds to complete the facility.

                                       2
Under the power purchase agreement (PPA) between the Company and Williams Energy
Marketing and Trading Company (Williams), the Company had the right to extend
the required commercial operation date from December 31, 2001 to June 30, 2002
(1) by providing an opinion from a third-party engineer that the commercial
operation date will occur no later than June 30, 2002 (the "Free Extension
Option"), or (2) by giving Williams written notice of such extension no later
than November 30, 2001, and paying to Williams $2.5 million by no later than
January 31, 2002. On November 14, 2001, the Company exercised its Free Extension
Option. On December 12, 2001, Williams formally accepted the required opinion of
the third-party engineer. As a result, the required commercial operation date
under the PPA was extended to June 30, 2002. In the event that the Company
cannot meet the June 30, 2002 required commercial operation date, the Company
has the right under the PPA, upon written notification to Williams not later
than April 30, 2002, to extend the commercial operation date until June 30, 2003
by paying Williams an amount equal to the lessor of any actual damages Williams
suffers or incurs after June 30, 2002 as a result of Williams reliance upon the
delivery by such date or $3.0 million (the "Second Paid Extension Option"). The
Company must also pay specified amounts ranging from $11,000 per day to $50,000
per day of the extension. During the period of the Second Paid Extension Option,
if any, the Company will continue to collect liquidated damages until April 10,
2003 from the contractor under the EPC Contract in the amount of $108,000 per
day.

In the event that the project is not commercially operational by June 30, 2002,
and the Company does not have sufficient funds to exercise its Second Paid
Extension Option, or the facility does not achieve commercial operation by the
commercial operation date as extended, Williams has the right to terminate the
PPA. If Williams terminates the PPA and the Company cannot find a long-term
replacement power purchaser on favorable or reasonable terms, the Company will
be required to sell its capacity and energy under shorter-term contracts or into
the PJM spot market. In such event, the Company may not have financial resources
sufficient to meet its financial and contractual obligations, including the
timely payment of principal and interest on the senior secured bonds.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this Form 8-K, as well as statements made by the
Company in periodic press releases and other public communications, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Certain, but not necessarily all, of such
forward-looking statements can be identified by the use of forward-looking
terminology, such as "believes," "estimates," "plans," "projects," "expects,"
"may," "will," "should," "approximately," or "anticipates" or the negative
thereof or other variations thereof or comparable terminology, or by discussion
of strategies, each of which involves risks and uncertainties. The Company has
based these forward-looking statements on its current expectations and
projections about future events based upon its knowledge of facts as of the date
of this Form 8-K and its assumptions about future events.

All statements, other than of historical facts included herein, including those
regarding market trends, the Company's financial position, business strategy,
projected plans and objectives of management for future operations and the
anticipated commercial operation date of the Facility, are forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors outside of the Company's control that may cause
the actual results or performance of the Company to be materially different from

                                       3
any future results, performance or achievements expressed or implied by the
forward-looking statements. These risks, uncertainties and other factors
include, among others, the following:

        o        unexpected construction delays,
        o        unexpected problems relating to the start-up, commissioning
                 and performance of the facility,
        o        the financial condition of third parties on which we depend,
                 including in particular, WGI, Raytheon and Williams,
        o        continued performance by WGI under the EPC Contract and the
                 PCA,
        o        WGI's proceedings before the Bankruptcy Court and their impact
                 on the Company,
        o        the Company's ability to find a replacement contractor on
                 favorable or reasonable terms, if necessary,
        o        performance by Raytheon under its performance guarantee, the
                 OGSA, the PCA, and any related agreements,
        o        the Company's ability to finance its Second Paid Extension
                 Option under the PPA, if necessary,
        o        the termination of the PPA by Williams Energy in the event of
                 a significant delay in achieving commercial operations,
        o        the Company's ability to find a replacement power purchaser on
                 favorable or reasonable terms, if necessary,
        o        an adequate merchant market after the expiration of the power
                 purchase agreement,
        o        capital shortfalls and access to additional capital on
                 reasonable terms,
        o        inadequate insurance coverage,
        o        unexpected expenses or lower than expected revenues once
                 commercial operations have begun,
        o        environmental and regulatory compliance,
        o        terrorists acts and adverse reactions to United States
                 anti-terrorism activities, and
        o        the additional factors that are unknown to the Company or
                 beyond its control.

The Company has no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.

Item 7. Exhibits

      Exhibit No.                          Description
      -----------                          -----------
         10.1             Project Completion Agreement dated as of November 16,
                          2001, by and between Raytheon Company and Washington
                          Group International, Inc.

         10.2             Owner/Guarantor Supplemental Agreement, dates as of
                          November 21, 2001, by and among AES Red Oak, L.L.C.
                          and Raytheon Company.

                                       4
SIGNATURES

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 thereunto duly authorized.

                                                     AES RED OAK, L.L.C.

Date:  December 12, 2001                             By: /s/ A.W. Bergeron
                                                         ------------------
                                                         A.W. Bergeron
                                                         Vice President

                                       5