<PAGE>
As filed with the Securities and Exchange Commission on April 30, 1997


                                             Registration No. 333


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                               THE AES CORPORATION
             (Exact Name of Registrant as specified in its charter)

                                    Delaware
          (State or other jurisdiction ofincorporation or organization)



                                   54-1163725
                      (I.R.S. Employer Identification No.)


                1001 North 19th Street, Arlington, Virginia 22209
               (Address of Principal Executive Offices) (Zip Code)


                        THE AES CORPORATION STOCK OPTION
                           PLAN FOR OUTSIDE DIRECTORS
                            (Full title of the plan)


            BARRY J. SHARP                           Copy to:
           Vice President and                   PHILIP D. BEAUMONT, ESQ.
         Chief Financial Officer                 CHADBOURNE & PARKE LLP
           THE AES CORPORATION                    30 Rockefeller Plaza
          1001 N. 19th Street                    New York, New York 10112
       Arlington, Virginia 22209
(Name and address of agent for service)

Telephone number, including area code, of agent for service: (703) 522-1315


                         CALCULATION OF REGISTRATION FEE
--------------   -----------  -----------------  -----------------  ------------
   Title Of         Amount     Proposed Maximum   Proposed Maximum    Amount of
Securities To       To Be       Offering Price       Aggregate      Registration
Be Registered     Registered     Per Share*      Offering Price**        Fee
--------------   -----------  -----------------  -----------------  ------------
Common Stock,
  Par Value
   $0.01           281,374         $61.125         $17,198,985.75     $ 5,211.81
  per share        shares
--------------   -----------  -----------------  -----------------  ------------
* Estimated  solely for the purpose of calculating the registration fee pursuant
to Rule  457(h)  under the  Securities  Act of 1933 on the basis of the  closing
price of $61.125 on April 25,  1997 for the  Company's  Common  Stock on the New
York Stock Exchange.  ** There are also registered  hereunder such indeterminate
number of  additional  shares as may be  subject  to awards  under the Plan as a
result of the antidilution provision contained therein.
 <PAGE>


                                EXPLANATORY NOTE

         This  Registration   Statement  includes  a  Prospectus,   prepared  in
accordance  with the  requirements  of Form S-3, which may be used for the offer
and sale by certain  officers and directors of the  Registrant who may be deemed
"affiliates"  of the  Registrant,  as that  term is  defined  in Rule 405 of the
Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  or  securities
registered hereunder.

<PAGE>


                                 1997 SUPPLEMENT

                          To Prospectus for Offers and

                            Sales of Common Stock of

                               The AES Corporation

                         By Certain Selling Stockholders



         This Supplement  dated April 30, 1997 to the Prospectus dated April 30,
1997  relating  to  offers  and  sales  of  Award  Shares  by  certain   Selling
Stockholders of The AES Corporation  contains  certain current  information that
may change from year to year. The Supplement  will be updated  annually and will
be delivered to each Selling Stockholder.  Each current Annual Supplement should
be kept with the  Prospectus  in the  Selling  Stockholder's  important  papers.
Selling Stockholders who received the April 30, 1997 Prospectus will not be sent
additional  copies of the Prospectus in subsequent  years unless the information
in the  Prospectus  is  required  to be amended or unless a Selling  Stockholder
requests an additional  copy by writing to the Secretary,  The AES  Corporation,
1001 N. 19th Street,  Arlington,  Virginia 22209. Capitalized terms used in this
Supplement have the meanings set forth in the Prospectus.

         1.    Date.  The date of this Supplement is April 30, 1997.

         2. Information  Regarding Selling Stockholders and Award Shares Covered
by the Prospectus.  The Prospectus  covers 83,018 Award Shares that have been or
may be acquired upon exercise of nonqualified  stock options granted pursuant to
the Plan held by the Selling Stockholders as of February 1, 1997.

         There are set forth in the following table opposite the name of each of
the  Selling  Stockholders  (1)  under  the  heading  "Shares  of  Common  Stock
beneficially  owned",  the shares of Common  Stock of the  Company  beneficially
owned by the Selling Stockholder on February 1, 1997 (as stated in the footnotes
below,  beneficial  ownership is  disclaimed  as to certain  shares),  including
shares of Common Stock (if any) of which the Selling  Stockholder  had the right
on such date to acquire  beneficial  ownership  pursuant  to the  exercise on or
before  April 1, 1997 of options  granted by the  Company,  or upon  exercise of
warrants,  plus the  number  (if any) of shares of Common  Stock  held under the
Deferred  Compensation  Plan for Directors,  (2) under the heading "Award Shares
acquired or which may be acquired and offered", the shares of Common Stock which
have been  acquired  pursuant to the exercise of options,  or may be acquired by
the Selling  Stockholder upon the exercise of options outstanding as of February
1, 1997 and  offered by the  Prospectus;  and (3) under the  heading  "Shares of
Common Stock to be owned upon completion of the offering",  the shares of Common
Stock to be beneficially  owned by the Selling  Stockholder  after completion of
the  offering,  based on the number of shares  owned on  February  1, 1997.  The
information  as to  security  holdings is based on  information  received by the
Company from the Selling  Stockholders and from the  Compensation  Committee and
has been  adjusted  to reflect a  three-for-two  stock split in the form of 100%
stock  dividend,  at a rate of one additional  share of Common Stock of each two
shares of Common Stock issued, paid on January 31, 1994.

<PAGE>

                     Present principal              Award Shares     Shares of
Selling Stockholder     positions      Shares of   acquired or   Common Stock to
                        or offices   Common Stock  which may be   be owned after
                         with the    Beneficially  acquired and     completion
                         Company       Owned(1)      offered        of offering
--------------------------------------------------------------------------------
Vicki-Ann Assevero......Director         1,030         8,816            5,150
Alice F.Emerson....... .Director          6952         9,888            9,309
Robert F. Hemphill,Jr...Director       856,683(2)      6,180          856,683
Frank Jungers...........Director       551,027(3)     13,596          546,083
Henry R. Linden.........Director        27,878         8,404           27,878
John H. McArthur........Director             0         6,180                0
Hazel R. O'Leary....... Director             0             0                0
Thomas I. Unterberg.....Director       674,814(4)     13,596          669,870
Robert H. Waterman, Jr..Director       340,914(5)     13,596          335,970
--------------------------------------------------------------------------------

(1) Includes (a) the following  shares  issuable  upon exercise of options:  Ms.
Assevero - 1,030; Dr. Emerson - 6,952; Mr. Jungers - 5,687 shares; Mr. Unterberg
- 5,687 shares; Mr. Waterman - 5,687 shares and (b) the following units issuable
under the Deferred  Compensation  Plan for Directors:  Dr. Emerson - 3,593;  Mr.
Jungers - 40,360;  Dr. Linden - 27,878;  Mr. Unterberg - 57,838;  Mr. Waterman -
57,556.  The  number  of shares  set  forth in (a)  above are those the  Selling
Stockholder  had the  right to  acquire  beneficial  ownership  pursuant  to the
exercise on or before May 1, 1997 of options granted by the Company. Inclusion
of such shares does not constitute an admission by any Selling  Stockholder that
he or she is the beneficial owner of such shares.

(2) Includes 8,148  shares held in an IRA for the benefit of Mr.  Hemphill,  Jr.

(3) Includes  26,390 shares held by Mr. Junger's wife and 282,742 shares held by
FJF, Inc. 

(4) Includes 4,826 shares held by Mr.  Unterberg's  wife, of which Mr. Unterberg
disclaims beneficial ownership.

(5) Includes  2,370 and 46 shares,  held in IRAs for Mr.  Waterman and his wife,
respectively,  622 shares held in a trust of which Mr. Waterman is trustee,  and
275,373 shares held in a family trust.

     To the best of the Company's  knowledge,  each Selling Stockholder has sole
voting and  investment  power with respect to shares shown after his or her name
in Columns (1) and (3) above, except as set forth in the footnotes above.

         3. Market Price. The closing price per share of Common Stock of the
Company on the New York Stock Exchange Composite Transactions on April 25, 1997
was $61.125.

         4.  Documents  Incorporated  by  Reference.   For  further  information
concerning the Company and its subsidiaries,  see the Company's Annual Report on
Form 10-K for the fiscal year ended  December 31, 1996,  which  incorporates  by
reference certain information,  including the Company's  Consolidated  Financial
Statements  contained in the Company's  Current  Reports on Form 8-K dated March
12, 1997 and see also its Proxy Statement for the Annual Meeting of Stockholders
held on April 15, 1997,  and its Current  Reports on Form 8-K dated  January 30,
1997,  February 18, 1997,  and March 24, 1997.  Each of the foregoing is on file
with the Securities and Exchange Commission.

<PAGE>


                               THE AES CORPORATION



                                  Common Stock


         This Prospectus  relates to offers and sales by certain  directors (the
"Selling  Stockholders")  of The AES  Corporation,  a Delaware  corporation (the
"Company"),  who may be deemed to be "affiliates" of the Company,  as defined in
Rule 405 under the Securities Act of 1933, as amended, of shares of Common Stock
of  the  Company  that  may  be  acquired  by  such  persons  upon  exercise  of
nonqualified stock options granted pursuant to the Stock Option Plan for Outside
Directors (the "Plan"), of the Company. See "SELLING  STOCKHOLDERS".  The shares
that may be so acquired by such persons pursuant to the Plan are herein referred
to as the "Award Shares".

         The  accompanying  Annual  Supplement to this Prospectus sets forth the
number of Award Shares covered by this Prospectus.

         Shares covered by this  Prospectus may be offered and sold from time to
time by the Selling  Stockholders through brokers on the New York Stock Exchange
or otherwise at the prices  prevailing  at the time of such sales.  No specified
brokers or dealers  have been  designated  by the  Selling  Stockholders  and no
agreement has been entered into in respect of brokerage  commissions  or for the
exclusive or coordinated sale of any securities which may be offered pursuant to
this  Prospectus.  The net  proceeds  to the  Selling  Stockholders  will be the
proceeds received by them upon such sales, less brokerage  commissions,  if any.
The Company will pay all expenses of preparing and reproducing  this Prospectus,
but  will not  receive  any of the  proceeds  from  sales by any of the  Selling
Stockholders.

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
               THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                   EXCHANGE COMMISSION OR ANY STATE SECURITIES
                     COMMISSION PASSED UPON THE ACCURACY OR
                       ADEQUACY OF THE PROSPECTUS. ANY RE-
                         PRESENTATION TO THECONTRARY IS
                               A CRIMINAL OFFENSE.

                  The date of this Prospectus is April 30, 1997
<PAGE>


         No person has been  authorized to give any  information  or to make any
representation  not contained in this  Prospectus  in connection  with the offer
contained herein and, if give or made, such information or  representation  must
not be  relied  upon  as  having  been  authorized.  This  Prospectus  does  not
constitute  an offer of any  securities  other than the Common Stock that may be
offered hereby or an offer of the Common Stock to any person in any jurisdiction
where such offer would be unlawful.  The delivery of this Prospectus or any sale
made through its use at any time does not imply that the  information  herein is
correct as of any time subsequent to its date.

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  filed by the  Company can be  inspected  and
copied at the public reference  facilities of the Commission at Judiciary Plaza,
450 Fifth Street,  N.W.,  Washington,  D.C. 20549,  and at the New York Regional
Office,  7 World  Trade  Center,  New York,  New York  10048 and at the  Chicago
Regional Office, 500 West Madison Street, Chicago Illinois 60661-2511. Copies of
such  material  can  be  obtained  from  the  Public  Reference  Section  of the
Commission  at 450 Fifth  Street,  N.W.,  Washington,  D.C.  20549 at prescribed
rates.  The  Commission  also  maintains  a World  Wide Web site  that  contains
reports,  proxy  and  information  statements  and other  information  regarding
registrants  that file  electronically  with the Commission.  The address of the
Commission's home page on the Internet is http://www.sec.gov.

         The Company's Common Stock is listed on the New York Stock Exchange and
reports,  proxy statements and other  information  concerning the Company can be
inspected  and copied at the Library of the New York Stock  Exchange at 20 Broad
Street,  New York, New York 10005. The Company will furnish,  without charge, to
any person to whom this Prospectus is delivered,  upon such person's  written or
oral  request,  a  copy  of  any  and  all  of the  information  that  has  been
incorporated by reference in the Registration Statement of which this Prospectus
is a part (not including  exhibits to such information  unless such exhibits are
specifically incorporated by reference into such information).  Any such request
should be directed to the  Secretary of the Company at its  principal  executive
offices, 1001 N. 19th Street, Arlington,  Virginia 22209 (telephone number (703)
522-1315).

                                   THE COMPANY

         AES is a global power  company  committed to supplying  electricity  to
customers  world-wide in a socially responsible way. AES was one of the original
entrants in the independent power market and today is one of the world's largest
global power companies, based on net equity ownership of generating capacity (in
megawatts)  in  operation  or  under  construction.  AES,  based  in  Arlington,
Virginia,  markets power principally from electric generating facilities that it
develops, owns and operates.

         Over the last five years, AES has experienced  significant growth. This
growth has resulted  primarily  from the  development  and  construction  of new
plants  ("greenfield  development")  and also from the  acquisition  of existing
plants,  primarily through  competitively bid privatization  initiatives outside
the United States or negotiated acquisitions. AES operates and owns (entirely or
in part) 26 power  plants in seven  countries  with a capacity of  approximately
9,600 megawatts.  AES is also constructing eight additional power plants in four
countries with a design capacity of approximately 1,700 megawatts.  In addition,
AES has numerous  projects in  development,  including  seven  projects  with an
aggregate design capacity of approximately 4,700 megawatts that have executed or
been awarded power sales agreements.

         The Company's principal executive offices are located at 1001 N. 19th
Street, Arlington, Virginia  22209 (telephone number (703) 522-1315).

                              SELLING STOCKHOLDERS

         See the Annual Supplement for current information regarding the Selling
Stockholders,  the shares of Common Stock of the Company  beneficially  owned by
them,  the Award Shares offered by them hereby and the shares of Common Stock of
the Company to be beneficially  owned by them after  completion of the offering.
The address of each of the Selling Stockholders is The AES Corporation, 1001 N.
19th Street, Arlington, Virginia 22209.

                       DOCUMENTS INCORPORATED BY REFERENCE

         For further information concerning the Company and its subsidiaries see
the  Company's  Annual Report on Form 10-K,  its Proxy  Statement for the Annual
Meeting of  Stockholders  and any other  reports filed with the  Commission  and
described in the Annual Supplement. All reports and other documents subsequently
filed by the  Company  pursuant  to Sections  13(a),  13(c),  14 or 15(d) of the
Exchange Act, prior to the  termination  of the offering,  shall be deemed to be
incorporated herein by reference and be a part hereof from the date of filing of
such  reports  and  documents.  For a  description  of the  Common  Stock of the
Company,  see pages  50-52  inclusive  of  Amendment  No. 1 to the  Registration
Statement on Form S-3  (Registration  No. 33-62858) filed by the company on June
8, 1993 which was  incorporated  by reference in the Company's  Application  for
Registration on Form 8-A (Registration No. 0-19281) filed with the Commission on
October 9, 1996,  as amended by Amendment  No. 1 on Form 8-A/A to the  Company's
Registration  Statement  on Form 8-A filed with the  Commission  on October  10,
1996.  Each of the  documents  listed  in this  paragraph  is on file  with  the
Commission and incorporated herein by reference and made a part hereof.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus and the Registration  Statement of which it is a
part to the extent  that a  statement  contained  herein or in any  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus or such Registration Statement.

                                     EXPERTS

     The consolidated  financial  statements and schedules  incorporated in this
prospectus by reference  from the  Company's  Annual Report on Form 10-K for the
fiscal year ended  December 31, 1996 have been audited by Deloitte & Touche LLP,
independent  auditors,  as stated in their reports which are incorporated herein
by reference,  and have been so  incorporated in reliance upon the reports given
upon their authority as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The Prospectus  does not contain all the  information  set forth in the
Registration  Statement,  or amendments thereto,  certain portions of which have
been omitted pursuant to the Commission's rules and regulations. The information
so omitted may be obtained from the Commission's principal office in Washington,
D.C., upon payment of the fees prescribed by the Commission.

         The  Delaware  General  Corporation  Law and the By-laws of the Company
provide for  indemnification  of the Company's  officers and directors,  who are
also covered by certain insurance policies maintained by the Company. Insofar as
indemnification  for  liabilities  arising under the  Securities Act of 1933, as
amended,  may be permitted to  directors,  officers or persons  controlling  the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Commission such  indemnification  is against public policy
as  expressed  in the  Securities  Act of 1933,  as  amended,  and is  therefore
unenforceable.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed by Registrant  with the  Securities and
Exchange Commission are specifically incorporated herein by reference and made a
part hereof:

                 (i) Registrant's Annual Report on Form 10-K for the fiscal year
         ended  December 31, 1996,  filed  pursuant to Section 13(a) or 15(d) of
         the Securities Exchange Act of 1934 (the "Exchange Act");

                (ii) all other reports  filed by Registrant  pursuant to Section
         13(a) or 15(d) of the Exchange Act since December 31, 1996; and

               (iii) the description of  Registrant's  Common Stock contained in
         Registrant's  Registration  Statement  on Form  8-A  (Registration  No.
         0-19281),  filed with the  Commission on October 9, 1996, as amended by
         Amendment No. 1 on Form 8-A/A to AES's  Registration  Statement on Form
         8-A filed  with the  Commission  on October  10,  1996,  including  any
         amendments   or  reports   filed  for  the  purpose  of  updating  such
         description.

         All documents  subsequently  filed by  Registrant  pursuant to Sections
13(a),  13(c),  14 or 15(d)  of the  Exchange  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent that a statement  contained herein or in any subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes such  statement.  Any statement  modified or superseded  shall not be
deemed,  except  as so  modified  or  superseded,  to  constitute  part  of this
Registration Statement.

Item 4.  Description of Securities.

         This Item is not applicable as Registrant's Common Stock is registered
under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         This Item is not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under AES's By-Laws, and in accordance with Section 145 of the Delaware
General  Corporation Law (the "GCL"),  AES shall indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than  any  action  or suit by or in the  right  of AES to
procure  a  judgment  in  its  favor,  which  is  hereinafter  referred  to as a
"derivative  action")  by  reason  of the  fact  that  such  person  is or was a
director,  officer or employee of AES, or is or was serving in such  capacity or
as agent at the request of AES for another entity, to the full extent authorized
by Delaware law, against  expenses  (including,  but not limited to,  attorneys'
fees),  judgments,  fines  and  amounts  actually  and  reasonably  incurred  in
connection with the defense or settlement of such action,  suit or proceeding if
such person acted in good faith and in a manner the person  reasonably  believed
to be in or not opposed to the best  interests of AES,  and, with respect to any
criminal action or proceeding,  had no reasonable cause to believe was unlawful.
Agents of AES may be similarly  indemnified,  at the  discretion of the Board of
Directors.

         Under Section 145 of the GCL, a similar  standard of care is applicable
in the case of derivative actions,  except that  indemnification only extends to
expenses (including  attorneys' fees) incurred in connection with the defense or
settlement of such an action and then, where the person is adjudged to be liable
to AES,  only if and to the extent  that the Court of  Chancery  of the State of
Delaware  or the court in which such  action was  brought  determines  that such
person is fairly and  reasonably  entitled to such  indemnity  and only for such
expenses as the court shall deem proper.

         Pursuant to AES's By-Laws,  a person eligible for  indemnification  may
have the expenses incurred in connection with any matter described above paid in
advance of a final disposition by AES. However,  such advances will only be made
upon the delivery of an undertaking by or on behalf of the indemnified person to
repay all amounts so advanced if it is ultimately determined that such person is
not entitled to indemnification.

         In  addition,  under  AES's  By-Laws,  AES may  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of AES or of another  corporation  against any liability  asserted against
and  incurred by such person in such  capacity,  or arising out of the  person's
status as such  whether  or not AES would  have the power or the  obligation  to
indemnify  such person  against such  liability  under the  provisions  of AES's
By-Laws.


Item 7.  Exemption from Registration Claimed.

         This Item is not applicable.

Item 8.  Exhibits.

         *3.1 - Amended and Restated Certificate of Incorporation of The AES
                Corporation.

         *3.2 - Amendment to Amended and Restated  Certificate of  Incorporation
                of The AES Corporation.

          3.3 - By-laws of The AES Corporatino, as amended, are incorporated 
                herein by reference to Exhibit 3.2 to the Registration Statement
                on Form S-4 (Registration No. 333-22513).

         10.0 - The AES Corporation  Stock Option Plan for Outside Directors is
                incorporated  herein by reference to Exhibit  10.43 to the 
                Annual Report on Form 10-K of the Registrant for the Fiscal Year
                ended December 31, 1991.

         *5.1 - Opinion of  Chadbourne  & Parke LLP,  counsel for  Registrant,
                covering  shares of the  Company's  Common Stock  issuable  upon
                exercise  of options  granted  under The AES  Corporation  Stock
                Option Plan for Outside Directors.

        *23.1 - Consent  of  Deloitte  &  Touche  LLP,   independent   public
                accountants.

        *23.2 - Consent of  Chadbourne  & Parke LLP  (included  in its opinion
                filed as Exhibit 5a1 hereto).

        *24   - Power of Attorney.

       -----------------------
       *  Filed herewith.

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         (a)(1) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration  Statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate  offering price set forth
          in the  "Calculation of Registration  Fee" table in this  Registration
          Statement;  and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;

provided,  however,  that  paragraphs  (i) and (ii)  above  do not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

           (2) That,  for the purpose of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

           (3)  To  remove  from  registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933,  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Arlington, Commonwealth of Virginia, on this 30th day
of April, 1997.

                                           THE AES CORPORATION


                                           By /s/  Dennis W. Bakke
                                           Dennis W. Bakke
                                           President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on this 30th day of April, 1997.

     SIGNATURE                    TITLE

     /s/ Roger W. Sant            Chairman of the Board and Director
     (Roger W. Sant)
     /s/ Dennis W. Bakke          President, Chief Executive Officer and
     (Dennis W. Bakke)            Director (Principal Executive Officer)

     /s/ Vicki-Ann Assevero        Director
     (Vicki-Ann Assevero)

     /s/ Dr. Alice F. Emerson      Director
     (Dr. Alice F. Emerson)

     /s/ Robert F. Hemphill, Jr.   Director
     (Robert F. Hemphill, Jr.)

     /s/ Frank Jungers             Director
     (Frank Jungers)

     /s/ Dr. Henry R. Linden       Director
     (Dr. Henry R. Linden)

     /s/ John H. McArther          Director
     (John H. McArthur)

     /s/ Hazel O'Leary             Director
     (Hazel O'Leary)

     /s/ Thomas I. Unterberg       Director
     (Thomas I. Unterberg)

     /s/ Robert H. Waterman, Jr.   Director
     (Robert H. Waterman, Jr.)

     /s/ Barry J. Sharp           Vice President and Chief Financial Officer
     (Barry J. Sharp)             (Principal Financialand Accounting Officer)

                                  *By:
                                   Attorney-in-fact


<PAGE>

EXHIBIT INDEX

EXHIBIT NO.              DOCUMENT

        3.1              Amended and Restated Certificate of Incorporation of
                         The AES Corporation.

        3.2              Amendment to Amended and Restated Certificate of
                         Incorporation of The AES Corporation.

        5.1              Opinion  of   Chadbourne  &  Parke  LLP,   counsel  for
                         Registrant,  covering  shares of the  Company's  Common
                         Stock  issuable upon exercise of options  granted under
                         The AES Corporation Stock Option Plan for Outside
                         Directors.

       23.1              Consent of Independent Public Accountants for The AES
                         Corporation, Deloitte & Touche LLP.

       23.2              Consent of Chadbourne & Parke, LLP (included in its
                         opinion filed as Exhibit 5 hereto).

       24                Power of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 35353}]
{"company-data": {"conformed-name": "AES CORPORATION", "cik": "0000874761", "assigned-sic": "4991", "irs-number": "541163725", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26225", "film-number": "97592234"}, "business-address": {"street1": "1001 N 19TH ST", "city": "ARLINGTON", "state": "VA", "zip": "22209", "phone": "7035221315"}}
As filed with the Securities and Exchange Commission on April 30, 1997

                                             Registration No. 333

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                               THE AES CORPORATION
             (Exact Name of Registrant as specified in its charter)

                                    Delaware
          (State or other jurisdiction ofincorporation or organization)

                                   54-1163725
                      (I.R.S. Employer Identification No.)

                1001 North 19th Street, Arlington, Virginia 22209
               (Address of Principal Executive Offices) (Zip Code)

                        THE AES CORPORATION STOCK OPTION
                           PLAN FOR OUTSIDE DIRECTORS
                            (Full title of the plan)

            BARRY J. SHARP                           Copy to:
           Vice President and                   PHILIP D. BEAUMONT, ESQ.
         Chief Financial Officer                 CHADBOURNE & PARKE LLP
           THE AES CORPORATION                    30 Rockefeller Plaza
          1001 N. 19th Street                    New York, New York 10112
       Arlington, Virginia 22209
(Name and address of agent for service)

Telephone number, including area code, of agent for service: (703) 522-1315

                         CALCULATION OF REGISTRATION FEE
--------------   -----------  -----------------  -----------------  ------------
   Title Of         Amount     Proposed Maximum   Proposed Maximum    Amount of
Securities To       To Be       Offering Price       Aggregate      Registration
Be Registered     Registered     Per Share*      Offering Price**        Fee
--------------   -----------  -----------------  -----------------  ------------
Common Stock,
  Par Value
   $0.01           281,374         $61.125         $17,198,985.75     $ 5,211.81
  per share        shares
--------------   -----------  -----------------  -----------------  ------------
* Estimated  solely for the purpose of calculating the registration fee pursuant
to Rule  457(h)  under the  Securities  Act of 1933 on the basis of the  closing
price of $61.125 on April 25,  1997 for the  Company's  Common  Stock on the New
York Stock Exchange.  ** There are also registered  hereunder such indeterminate
number of  additional  shares as may be  subject  to awards  under the Plan as a
result of the antidilution provision contained therein.
EXPLANATORY NOTE

         This  Registration   Statement  includes  a  Prospectus,   prepared  in
accordance  with the  requirements  of Form S-3, which may be used for the offer
and sale by certain  officers and directors of the  Registrant who may be deemed
"affiliates"  of the  Registrant,  as that  term is  defined  in Rule 405 of the
Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  or  securities
registered hereunder.
1997 SUPPLEMENT

                          To Prospectus for Offers and

                            Sales of Common Stock of

                               The AES Corporation

                         By Certain Selling Stockholders

         This Supplement  dated April 30, 1997 to the Prospectus dated April 30,
1997  relating  to  offers  and  sales  of  Award  Shares  by  certain   Selling
Stockholders of The AES Corporation  contains  certain current  information that
may change from year to year. The Supplement  will be updated  annually and will
be delivered to each Selling Stockholder.  Each current Annual Supplement should
be kept with the  Prospectus  in the  Selling  Stockholder's  important  papers.
Selling Stockholders who received the April 30, 1997 Prospectus will not be sent
additional  copies of the Prospectus in subsequent  years unless the information
in the  Prospectus  is  required  to be amended or unless a Selling  Stockholder
requests an additional  copy by writing to the Secretary,  The AES  Corporation,
1001 N. 19th Street,  Arlington,  Virginia 22209. Capitalized terms used in this
Supplement have the meanings set forth in the Prospectus.

         1.    Date.  The date of this Supplement is April 30, 1997.

         2. Information  Regarding Selling Stockholders and Award Shares Covered
by the Prospectus.  The Prospectus  covers 83,018 Award Shares that have been or
may be acquired upon exercise of nonqualified  stock options granted pursuant to
the Plan held by the Selling Stockholders as of February 1, 1997.

         There are set forth in the following table opposite the name of each of
the  Selling  Stockholders  (1)  under  the  heading  "Shares  of  Common  Stock
beneficially  owned",  the shares of Common  Stock of the  Company  beneficially
owned by the Selling Stockholder on February 1, 1997 (as stated in the footnotes
below,  beneficial  ownership is  disclaimed  as to certain  shares),  including
shares of Common Stock (if any) of which the Selling  Stockholder  had the right
on such date to acquire  beneficial  ownership  pursuant  to the  exercise on or
before  April 1, 1997 of options  granted by the  Company,  or upon  exercise of
warrants,  plus the  number  (if any) of shares of Common  Stock  held under the
Deferred  Compensation  Plan for Directors,  (2) under the heading "Award Shares
acquired or which may be acquired and offered", the shares of Common Stock which
have been  acquired  pursuant to the exercise of options,  or may be acquired by
the Selling  Stockholder upon the exercise of options outstanding as of February
1, 1997 and  offered by the  Prospectus;  and (3) under the  heading  "Shares of
Common Stock to be owned upon completion of the offering",  the shares of Common
Stock to be beneficially  owned by the Selling  Stockholder  after completion of
the  offering,  based on the number of shares  owned on  February  1, 1997.  The
information  as to  security  holdings is based on  information  received by the
Company from the Selling  Stockholders and from the  Compensation  Committee and
has been  adjusted  to reflect a  three-for-two  stock split in the form of 100%
stock  dividend,  at a rate of one additional  share of Common Stock of each two
shares of Common Stock issued, paid on January 31, 1994.
Present principal              Award Shares     Shares of
Selling Stockholder     positions      Shares of   acquired or   Common Stock to
                        or offices   Common Stock  which may be   be owned after
                         with the    Beneficially  acquired and     completion
                         Company       Owned(1)      offered        of offering
--------------------------------------------------------------------------------
Vicki-Ann Assevero......Director         1,030         8,816            5,150
Alice F.Emerson....... .Director          6952         9,888            9,309
Robert F. Hemphill,Jr...Director       856,683(2)      6,180          856,683
Frank Jungers...........Director       551,027(3)     13,596          546,083
Henry R. Linden.........Director        27,878         8,404           27,878
John H. McArthur........Director             0         6,180                0
Hazel R. O'Leary....... Director             0             0                0
Thomas I. Unterberg.....Director       674,814(4)     13,596          669,870
Robert H. Waterman, Jr..Director       340,914(5)     13,596          335,970
--------------------------------------------------------------------------------

(1) Includes (a) the following  shares  issuable  upon exercise of options:  Ms.
Assevero - 1,030; Dr. Emerson - 6,952; Mr. Jungers - 5,687 shares; Mr. Unterberg
- 5,687 shares; Mr. Waterman - 5,687 shares and (b) the following units issuable
under the Deferred  Compensation  Plan for Directors:  Dr. Emerson - 3,593;  Mr.
Jungers - 40,360;  Dr. Linden - 27,878;  Mr. Unterberg - 57,838;  Mr. Waterman -
57,556.  The  number  of shares  set  forth in (a)  above are those the  Selling
Stockholder  had the  right to  acquire  beneficial  ownership  pursuant  to the
exercise on or before May 1, 1997 of options granted by the Company. Inclusion
of such shares does not constitute an admission by any Selling  Stockholder that
he or she is the beneficial owner of such shares.

(2) Includes 8,148  shares held in an IRA for the benefit of Mr.  Hemphill,  Jr.

(3) Includes  26,390 shares held by Mr. Junger's wife and 282,742 shares held by
FJF, Inc. 

(4) Includes 4,826 shares held by Mr.  Unterberg's  wife, of which Mr. Unterberg
disclaims beneficial ownership.

(5) Includes  2,370 and 46 shares,  held in IRAs for Mr.  Waterman and his wife,
respectively,  622 shares held in a trust of which Mr. Waterman is trustee,  and
275,373 shares held in a family trust.

     To the best of the Company's  knowledge,  each Selling Stockholder has sole
voting and  investment  power with respect to shares shown after his or her name
in Columns (1) and (3) above, except as set forth in the footnotes above.

         3. Market Price. The closing price per share of Common Stock of the
Company on the New York Stock Exchange Composite Transactions on April 25, 1997
was $61.125.

         4.  Documents  Incorporated  by  Reference.   For  further  information
concerning the Company and its subsidiaries,  see the Company's Annual Report on
Form 10-K for the fiscal year ended  December 31, 1996,  which  incorporates  by
reference certain information,  including the Company's  Consolidated  Financial
Statements  contained in the Company's  Current  Reports on Form 8-K dated March
12, 1997 and see also its Proxy Statement for the Annual Meeting of Stockholders
held on April 15, 1997,  and its Current  Reports on Form 8-K dated  January 30,
1997,  February 18, 1997,  and March 24, 1997.  Each of the foregoing is on file
with the Securities and Exchange Commission.
THE AES CORPORATION

                                  Common Stock

         This Prospectus  relates to offers and sales by certain  directors (the
"Selling  Stockholders")  of The AES  Corporation,  a Delaware  corporation (the
"Company"),  who may be deemed to be "affiliates" of the Company,  as defined in
Rule 405 under the Securities Act of 1933, as amended, of shares of Common Stock
of  the  Company  that  may  be  acquired  by  such  persons  upon  exercise  of
nonqualified stock options granted pursuant to the Stock Option Plan for Outside
Directors (the "Plan"), of the Company. See "SELLING  STOCKHOLDERS".  The shares
that may be so acquired by such persons pursuant to the Plan are herein referred
to as the "Award Shares".

         The  accompanying  Annual  Supplement to this Prospectus sets forth the
number of Award Shares covered by this Prospectus.

         Shares covered by this  Prospectus may be offered and sold from time to
time by the Selling  Stockholders through brokers on the New York Stock Exchange
or otherwise at the prices  prevailing  at the time of such sales.  No specified
brokers or dealers  have been  designated  by the  Selling  Stockholders  and no
agreement has been entered into in respect of brokerage  commissions  or for the
exclusive or coordinated sale of any securities which may be offered pursuant to
this  Prospectus.  The net  proceeds  to the  Selling  Stockholders  will be the
proceeds received by them upon such sales, less brokerage  commissions,  if any.
The Company will pay all expenses of preparing and reproducing  this Prospectus,
but  will not  receive  any of the  proceeds  from  sales by any of the  Selling
Stockholders.

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
               THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                   EXCHANGE COMMISSION OR ANY STATE SECURITIES
                     COMMISSION PASSED UPON THE ACCURACY OR
                       ADEQUACY OF THE PROSPECTUS. ANY RE-
                         PRESENTATION TO THECONTRARY IS
                               A CRIMINAL OFFENSE.

                  The date of this Prospectus is April 30, 1997
No person has been  authorized to give any  information  or to make any
representation  not contained in this  Prospectus  in connection  with the offer
contained herein and, if give or made, such information or  representation  must
not be  relied  upon  as  having  been  authorized.  This  Prospectus  does  not
constitute  an offer of any  securities  other than the Common Stock that may be
offered hereby or an offer of the Common Stock to any person in any jurisdiction
where such offer would be unlawful.  The delivery of this Prospectus or any sale
made through its use at any time does not imply that the  information  herein is
correct as of any time subsequent to its date.

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  filed by the  Company can be  inspected  and
copied at the public reference  facilities of the Commission at Judiciary Plaza,
450 Fifth Street,  N.W.,  Washington,  D.C. 20549,  and at the New York Regional
Office,  7 World  Trade  Center,  New York,  New York  10048 and at the  Chicago
Regional Office, 500 West Madison Street, Chicago Illinois 60661-2511. Copies of
such  material  can  be  obtained  from  the  Public  Reference  Section  of the
Commission  at 450 Fifth  Street,  N.W.,  Washington,  D.C.  20549 at prescribed
rates.  The  Commission  also  maintains  a World  Wide Web site  that  contains
reports,  proxy  and  information  statements  and other  information  regarding
registrants  that file  electronically  with the Commission.  The address of the
Commission's home page on the Internet is http://www.sec.gov.

         The Company's Common Stock is listed on the New York Stock Exchange and
reports,  proxy statements and other  information  concerning the Company can be
inspected  and copied at the Library of the New York Stock  Exchange at 20 Broad
Street,  New York, New York 10005. The Company will furnish,  without charge, to
any person to whom this Prospectus is delivered,  upon such person's  written or
oral  request,  a  copy  of  any  and  all  of the  information  that  has  been
incorporated by reference in the Registration Statement of which this Prospectus
is a part (not including  exhibits to such information  unless such exhibits are
specifically incorporated by reference into such information).  Any such request
should be directed to the  Secretary of the Company at its  principal  executive
offices, 1001 N. 19th Street, Arlington,  Virginia 22209 (telephone number (703)
522-1315).

                                   THE COMPANY

         AES is a global power  company  committed to supplying  electricity  to
customers  world-wide in a socially responsible way. AES was one of the original
entrants in the independent power market and today is one of the world's largest
global power companies, based on net equity ownership of generating capacity (in
megawatts)  in  operation  or  under  construction.  AES,  based  in  Arlington,
Virginia,  markets power principally from electric generating facilities that it
develops, owns and operates.

         Over the last five years, AES has experienced  significant growth. This
growth has resulted  primarily  from the  development  and  construction  of new
plants  ("greenfield  development")  and also from the  acquisition  of existing
plants,  primarily through  competitively bid privatization  initiatives outside
the United States or negotiated acquisitions. AES operates and owns (entirely or
in part) 26 power  plants in seven  countries  with a capacity of  approximately
9,600 megawatts.  AES is also constructing eight additional power plants in four
countries with a design capacity of approximately 1,700 megawatts.  In addition,
AES has numerous  projects in  development,  including  seven  projects  with an
aggregate design capacity of approximately 4,700 megawatts that have executed or
been awarded power sales agreements.

         The Company's principal executive offices are located at 1001 N. 19th
Street, Arlington, Virginia  22209 (telephone number (703) 522-1315).

                              SELLING STOCKHOLDERS

         See the Annual Supplement for current information regarding the Selling
Stockholders,  the shares of Common Stock of the Company  beneficially  owned by
them,  the Award Shares offered by them hereby and the shares of Common Stock of
the Company to be beneficially  owned by them after  completion of the offering.
The address of each of the Selling Stockholders is The AES Corporation, 1001 N.
19th Street, Arlington, Virginia 22209.

                       DOCUMENTS INCORPORATED BY REFERENCE

         For further information concerning the Company and its subsidiaries see
the  Company's  Annual Report on Form 10-K,  its Proxy  Statement for the Annual
Meeting of  Stockholders  and any other  reports filed with the  Commission  and
described in the Annual Supplement. All reports and other documents subsequently
filed by the  Company  pursuant  to Sections  13(a),  13(c),  14 or 15(d) of the
Exchange Act, prior to the  termination  of the offering,  shall be deemed to be
incorporated herein by reference and be a part hereof from the date of filing of
such  reports  and  documents.  For a  description  of the  Common  Stock of the
Company,  see pages  50-52  inclusive  of  Amendment  No. 1 to the  Registration
Statement on Form S-3  (Registration  No. 33-62858) filed by the company on June
8, 1993 which was  incorporated  by reference in the Company's  Application  for
Registration on Form 8-A (Registration No. 0-19281) filed with the Commission on
October 9, 1996,  as amended by Amendment  No. 1 on Form 8-A/A to the  Company's
Registration  Statement  on Form 8-A filed with the  Commission  on October  10,
1996.  Each of the  documents  listed  in this  paragraph  is on file  with  the
Commission and incorporated herein by reference and made a part hereof.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus and the Registration  Statement of which it is a
part to the extent  that a  statement  contained  herein or in any  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus or such Registration Statement.

                                     EXPERTS

     The consolidated  financial  statements and schedules  incorporated in this
prospectus by reference  from the  Company's  Annual Report on Form 10-K for the
fiscal year ended  December 31, 1996 have been audited by Deloitte & Touche LLP,
independent  auditors,  as stated in their reports which are incorporated herein
by reference,  and have been so  incorporated in reliance upon the reports given
upon their authority as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The Prospectus  does not contain all the  information  set forth in the
Registration  Statement,  or amendments thereto,  certain portions of which have
been omitted pursuant to the Commission's rules and regulations. The information
so omitted may be obtained from the Commission's principal office in Washington,
D.C., upon payment of the fees prescribed by the Commission.

         The  Delaware  General  Corporation  Law and the By-laws of the Company
provide for  indemnification  of the Company's  officers and directors,  who are
also covered by certain insurance policies maintained by the Company. Insofar as
indemnification  for  liabilities  arising under the  Securities Act of 1933, as
amended,  may be permitted to  directors,  officers or persons  controlling  the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Commission such  indemnification  is against public policy
as  expressed  in the  Securities  Act of 1933,  as  amended,  and is  therefore
unenforceable.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed by Registrant  with the  Securities and
Exchange Commission are specifically incorporated herein by reference and made a
part hereof:

                 (i) Registrant's Annual Report on Form 10-K for the fiscal year
         ended  December 31, 1996,  filed  pursuant to Section 13(a) or 15(d) of
         the Securities Exchange Act of 1934 (the "Exchange Act");

                (ii) all other reports  filed by Registrant  pursuant to Section
         13(a) or 15(d) of the Exchange Act since December 31, 1996; and

               (iii) the description of  Registrant's  Common Stock contained in
         Registrant's  Registration  Statement  on Form  8-A  (Registration  No.
         0-19281),  filed with the  Commission on October 9, 1996, as amended by
         Amendment No. 1 on Form 8-A/A to AES's  Registration  Statement on Form
         8-A filed  with the  Commission  on October  10,  1996,  including  any
         amendments   or  reports   filed  for  the  purpose  of  updating  such
         description.

         All documents  subsequently  filed by  Registrant  pursuant to Sections
13(a),  13(c),  14 or 15(d)  of the  Exchange  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent that a statement  contained herein or in any subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes such  statement.  Any statement  modified or superseded  shall not be
deemed,  except  as so  modified  or  superseded,  to  constitute  part  of this
Registration Statement.

Item 4.  Description of Securities.

         This Item is not applicable as Registrant's Common Stock is registered
under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         This Item is not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under AES's By-Laws, and in accordance with Section 145 of the Delaware
General  Corporation Law (the "GCL"),  AES shall indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than  any  action  or suit by or in the  right  of AES to
procure  a  judgment  in  its  favor,  which  is  hereinafter  referred  to as a
"derivative  action")  by  reason  of the  fact  that  such  person  is or was a
director,  officer or employee of AES, or is or was serving in such  capacity or
as agent at the request of AES for another entity, to the full extent authorized
by Delaware law, against  expenses  (including,  but not limited to,  attorneys'
fees),  judgments,  fines  and  amounts  actually  and  reasonably  incurred  in
connection with the defense or settlement of such action,  suit or proceeding if
such person acted in good faith and in a manner the person  reasonably  believed
to be in or not opposed to the best  interests of AES,  and, with respect to any
criminal action or proceeding,  had no reasonable cause to believe was unlawful.
Agents of AES may be similarly  indemnified,  at the  discretion of the Board of
Directors.

         Under Section 145 of the GCL, a similar  standard of care is applicable
in the case of derivative actions,  except that  indemnification only extends to
expenses (including  attorneys' fees) incurred in connection with the defense or
settlement of such an action and then, where the person is adjudged to be liable
to AES,  only if and to the extent  that the Court of  Chancery  of the State of
Delaware  or the court in which such  action was  brought  determines  that such
person is fairly and  reasonably  entitled to such  indemnity  and only for such
expenses as the court shall deem proper.

         Pursuant to AES's By-Laws,  a person eligible for  indemnification  may
have the expenses incurred in connection with any matter described above paid in
advance of a final disposition by AES. However,  such advances will only be made
upon the delivery of an undertaking by or on behalf of the indemnified person to
repay all amounts so advanced if it is ultimately determined that such person is
not entitled to indemnification.

         In  addition,  under  AES's  By-Laws,  AES may  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of AES or of another  corporation  against any liability  asserted against
and  incurred by such person in such  capacity,  or arising out of the  person's
status as such  whether  or not AES would  have the power or the  obligation  to
indemnify  such person  against such  liability  under the  provisions  of AES's
By-Laws.

Item 7.  Exemption from Registration Claimed.

         This Item is not applicable.

Item 8.  Exhibits.

         *3.1 - Amended and Restated Certificate of Incorporation of The AES
                Corporation.

         *3.2 - Amendment to Amended and Restated  Certificate of  Incorporation
                of The AES Corporation.

          3.3 - By-laws of The AES Corporatino, as amended, are incorporated 
                herein by reference to Exhibit 3.2 to the Registration Statement
                on Form S-4 (Registration No. 333-22513).

         10.0 - The AES Corporation  Stock Option Plan for Outside Directors is
                incorporated  herein by reference to Exhibit  10.43 to the 
                Annual Report on Form 10-K of the Registrant for the Fiscal Year
                ended December 31, 1991.

         *5.1 - Opinion of  Chadbourne  & Parke LLP,  counsel for  Registrant,
                covering  shares of the  Company's  Common Stock  issuable  upon
                exercise  of options  granted  under The AES  Corporation  Stock
                Option Plan for Outside Directors.

        *23.1 - Consent  of  Deloitte  &  Touche  LLP,   independent   public
                accountants.

        *23.2 - Consent of  Chadbourne  & Parke LLP  (included  in its opinion
                filed as Exhibit 5a1 hereto).

        *24   - Power of Attorney.

       -----------------------
       *  Filed herewith.

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         (a)(1) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration  Statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate  offering price set forth
          in the  "Calculation of Registration  Fee" table in this  Registration
          Statement;  and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;

provided,  however,  that  paragraphs  (i) and (ii)  above  do not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

           (2) That,  for the purpose of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

           (3)  To  remove  from  registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933,  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Arlington, Commonwealth of Virginia, on this 30th day
of April, 1997.

                                           THE AES CORPORATION

                                           By /s/  Dennis W. Bakke
                                           Dennis W. Bakke
                                           President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on this 30th day of April, 1997.

     SIGNATURE                    TITLE

     /s/ Roger W. Sant            Chairman of the Board and Director
     (Roger W. Sant)
     /s/ Dennis W. Bakke          President, Chief Executive Officer and
     (Dennis W. Bakke)            Director (Principal Executive Officer)

     /s/ Vicki-Ann Assevero        Director
     (Vicki-Ann Assevero)

     /s/ Dr. Alice F. Emerson      Director
     (Dr. Alice F. Emerson)

     /s/ Robert F. Hemphill, Jr.   Director
     (Robert F. Hemphill, Jr.)

     /s/ Frank Jungers             Director
     (Frank Jungers)

     /s/ Dr. Henry R. Linden       Director
     (Dr. Henry R. Linden)

     /s/ John H. McArther          Director
     (John H. McArthur)

     /s/ Hazel O'Leary             Director
     (Hazel O'Leary)

     /s/ Thomas I. Unterberg       Director
     (Thomas I. Unterberg)

     /s/ Robert H. Waterman, Jr.   Director
     (Robert H. Waterman, Jr.)

     /s/ Barry J. Sharp           Vice President and Chief Financial Officer
     (Barry J. Sharp)             (Principal Financialand Accounting Officer)

                                  *By:
                                   Attorney-in-fact
EXHIBIT INDEX

EXHIBIT NO.              DOCUMENT

        3.1              Amended and Restated Certificate of Incorporation of
                         The AES Corporation.

        3.2              Amendment to Amended and Restated Certificate of
                         Incorporation of The AES Corporation.

        5.1              Opinion  of   Chadbourne  &  Parke  LLP,   counsel  for
                         Registrant,  covering  shares of the  Company's  Common
                         Stock  issuable upon exercise of options  granted under
                         The AES Corporation Stock Option Plan for Outside
                         Directors.

       23.1              Consent of Independent Public Accountants for The AES
                         Corporation, Deloitte & Touche LLP.

       23.2              Consent of Chadbourne & Parke, LLP (included in its
                         opinion filed as Exhibit 5 hereto).

       24                Power of Attorney.