--------------------------------------------------------------------------------
      As filed with the Securities and Exchange Commission on June 10, 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                                54-1163725  
    (State or other jurisdiction of          (IRS Employer Identification No.)
     incorporation or organization)

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


                          AES CHINA GENERATING CO. LTD.
                           INCENTIVE STOCK OPTION PLAN
                            (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         Proposed
 Securities To          To Be        Maximum          Maximum
 Be Registered       Registered      Offering        Aggregate
                                      Price          Offering       Amount Of
                                    Per Share*        Price**   Registration Fee
--------------------------------------------------------------------------------
Common Stock,
 Par Value
   $0.01              448,283         $73.63       $33,007,077.29   $10,002.14
  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 average of the high and low prices ($74.00 and $73.25, respectively) on
     June 9, 1997 for the Company's  Common Stock on the New York Stock Exchange
     Composite Transactions.

**   There are also registered hereunder such indeterminate number of additional
     shares as may become  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 June 10, 1997 to the Prospectus  dated June 10,
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 June 10, 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 June 10, 1997.

     2. Information  Regarding Selling  Stockholders and Award Shares Covered by
the Prospectus. The Prospectus covers 110,360 Award Shares that have been or may
be acquired upon  exercise of incentive or  nonqualified  stock options  granted
pursuant to the Plan held by the Selling Stockholders as of May 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 May 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  July 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 (i) Deferred Compensation Plan
for Directors,  (ii) the Profit Sharing and Stock  Ownership Plan, and (iii) the
Supplemental  Retirement  Plan (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 May 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 May 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 for each two shares of Common Stock
issued, authorized on Janauary 15, 1994.



<PAGE>




<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------
                               Present principal       Shares of             Award Shares       Shares of Common
Selling Stockholder              positions or         Common Stock         acquired or which    Stock to be owned
                               offices with the       Beneficially          may be acquired    after completion of
                                    Company              Owned(1)             and offered           offering
-----------------------------------------------------------------------------------------------------------------------

<S>                                                      <C>                     <C>                  <C>
Paul T. Hanrahan               Vice President            40,839                  110,360              40,839
</TABLE>


(1)  Includes (a) the following shares issuable upon exercise of options: 20,409
     shares and (b) the  following  shares held by the Profit  Sharing and Stock
     Ownership  Plan:  16,343  shares.  The number of shares set forth above are
     those the Selling Stockholder had the right to acquire beneficial ownership
     pursuant to the  exercise  on or before July 1, 1997 of options  granted by
     the Company.  Inclusion of such shares does not  constitute an admission by
     any Selling Stockholder that he is the beneficial owner of such shares.




     To the best of the Company's  knowledge,  each Selling Stockholder has sole
voting and  investment  power with  respect  to shares  shown  after his 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 June 4,  1997 was
$74.00.

     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; see
also its Proxy  Statement for the Annual Meeting of  Stockholders  held on April
15, 1997, its Current  Reports on Form 8-K dated January 30, 1997,  February 18,
1997,  and  March  24,  1997,  and its  Quarterly  Report  on Form  10-Q for the
quarterly period ended March 31, 1997. Each of the foregoing is on file with the
Securities and Exchange Commission.





<PAGE>


PROSPECTUS



                               THE AES CORPORATION



                                  Common Stock



     This  Prospectus  relates  to offers  and  sales by  certain  officers  and
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 incentive or  nonqualified  stock  options  granted  pursuant to the
Incentive  Stock  Option  Plan  (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 THE CONTRARY IS
                               A CRIMINAL OFFENSE.



                  The date of this Prospectus is June 10, 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).

                              RECENT DEVELOPMENTS

     In May 1997, a subsidiary of AES and its partners, the Southern Company and
The Opportunity  Fund, a Brazilian  investment fund, won a bid to acquire 14.41%
of Companhia  Energetica de Minas  Gerais,  ("Cemig"),  an  integrated  electric
utility  serving the State of Minas Gerais in Brazil.  These shares,  which also
represent  approximately  33% of the voting interest in Cemig,  will be acquired
from the State of Minais Gerais in a partial  privatization of the company for a
total  purchase  price  of  $1.056  billion.  The  Company  expects  to fund its
acquisition through a combination of non-recourse and recourse bank loans.

                              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  financial   statements  and  schedules  included  or  incorporated  by
reference in the Company's  Annual Report on Form 10-K for the fiscal year ended
December  31, 1996 and  incorporated  herein by  reference  have been audited by
Deloitte & Touche LLP,  independent  auditors,  as stated in their reports which
are also  incorporated  herein by  reference  and have been so  incorporated  in
reliance  upon such reports  given upon the authority of that firm 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  (incorporated  by reference to Exhibit 3.1 to the
                  Registration Statement on Form S-8 (Registration No.
                  333-26225)).

          3.2     Amendment to Amended and Restated Certificate of Incorporation
                  of The AES Corporation  (incorporated  by reference to Exhibit
                  3.2 to the  Registration  Statement on Form S-8  (Registration
                  No. 333-26225)).

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

          *5      Opinion of  Chadbourne  & Parke LLP,  counsel for  Registrant,
                  covering  shares of the Company's  Common Stock  issuable upon
                  exercise of options granted under AES China Generating Co.
                  Ltd. Incentive Stock Option Plan.

          *23.1   Consent of Deloitte & Touche LLP, independent auditors.

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

          *24     Power of Attorney.

          99      AES China  Generating  Co. Ltd.  Incentive  Stock  Option Plan
                  (incorporated  herein by  reference  to  Exhibit  10.12 to the
                  Quarterly Report on Form 10-Q of AES China Generating Co. Ltd.
                  for the quarterly by period ended  February 28, 1995 (File No.
                  0-23148)).

          -----------------------
          * 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.

               (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,  suitor 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 10th of
June, 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 10th day of June, 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
------------------------                Director(Principal Executive Officer)
(Dennis W. Bakke)

*/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)
                                        Director
------------------------
(John H. McArthur)
                                        Director
------------------------
(Hazel R. 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 (Principal Financial and
(Barry J. Sharp)                        Accounting Officer)


                                *By:  /s/ Barry J. Sharp
                                      ------------------------
                                      Attorney-in-fact
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENTS", "secsgml_size_bytes": 35678}]
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--------------------------------------------------------------------------------
      As filed with the Securities and Exchange Commission on June 10, 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                                54-1163725  
    (State or other jurisdiction of          (IRS Employer Identification No.)
     incorporation or organization)

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

                          AES CHINA GENERATING CO. LTD.
                           INCENTIVE STOCK OPTION PLAN
                            (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         Proposed
 Securities To          To Be        Maximum          Maximum
 Be Registered       Registered      Offering        Aggregate
                                      Price          Offering       Amount Of
                                    Per Share*        Price**   Registration Fee
--------------------------------------------------------------------------------
Common Stock,
 Par Value
   $0.01              448,283         $73.63       $33,007,077.29   $10,002.14
  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 average of the high and low prices ($74.00 and $73.25, respectively) on
     June 9, 1997 for the Company's  Common Stock on the New York Stock Exchange
     Composite Transactions.

**   There are also registered hereunder such indeterminate number of additional
     shares as may become  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 June 10, 1997 to the Prospectus  dated June 10,
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 June 10, 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 June 10, 1997.

     2. Information  Regarding Selling  Stockholders and Award Shares Covered by
the Prospectus. The Prospectus covers 110,360 Award Shares that have been or may
be acquired upon  exercise of incentive or  nonqualified  stock options  granted
pursuant to the Plan held by the Selling Stockholders as of May 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 May 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  July 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 (i) Deferred Compensation Plan
for Directors,  (ii) the Profit Sharing and Stock  Ownership Plan, and (iii) the
Supplemental  Retirement  Plan (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 May 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 May 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 for each two shares of Common Stock
issued, authorized on Janauary 15, 1994.
-----------------------------------------------------------------------------------------------------------------------
                               Present principal       Shares of             Award Shares       Shares of Common
Selling Stockholder              positions or         Common Stock         acquired or which    Stock to be owned
                               offices with the       Beneficially          may be acquired    after completion of
                                    Company              Owned(1)             and offered           offering
-----------------------------------------------------------------------------------------------------------------------
Paul T. Hanrahan               Vice President            40,839                  110,360              40,839
(1)  Includes (a) the following shares issuable upon exercise of options: 20,409
     shares and (b) the  following  shares held by the Profit  Sharing and Stock
     Ownership  Plan:  16,343  shares.  The number of shares set forth above are
     those the Selling Stockholder had the right to acquire beneficial ownership
     pursuant to the  exercise  on or before July 1, 1997 of options  granted by
     the Company.  Inclusion of such shares does not  constitute an admission by
     any Selling Stockholder that he is the beneficial owner of such shares.

     To the best of the Company's  knowledge,  each Selling Stockholder has sole
voting and  investment  power with  respect  to shares  shown  after his 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 June 4,  1997 was
$74.00.

     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; see
also its Proxy  Statement for the Annual Meeting of  Stockholders  held on April
15, 1997, its Current  Reports on Form 8-K dated January 30, 1997,  February 18,
1997,  and  March  24,  1997,  and its  Quarterly  Report  on Form  10-Q for the
quarterly period ended March 31, 1997. Each of the foregoing is on file with the
Securities and Exchange Commission.
PROSPECTUS

                               THE AES CORPORATION

                                  Common Stock

     This  Prospectus  relates  to offers  and  sales by  certain  officers  and
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 incentive or  nonqualified  stock  options  granted  pursuant to the
Incentive  Stock  Option  Plan  (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 THE CONTRARY IS
                               A CRIMINAL OFFENSE.

                  The date of this Prospectus is June 10, 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).

                              RECENT DEVELOPMENTS

     In May 1997, a subsidiary of AES and its partners, the Southern Company and
The Opportunity  Fund, a Brazilian  investment fund, won a bid to acquire 14.41%
of Companhia  Energetica de Minas  Gerais,  ("Cemig"),  an  integrated  electric
utility  serving the State of Minas Gerais in Brazil.  These shares,  which also
represent  approximately  33% of the voting interest in Cemig,  will be acquired
from the State of Minais Gerais in a partial  privatization of the company for a
total  purchase  price  of  $1.056  billion.  The  Company  expects  to fund its
acquisition through a combination of non-recourse and recourse bank loans.

                              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  financial   statements  and  schedules  included  or  incorporated  by
reference in the Company's  Annual Report on Form 10-K for the fiscal year ended
December  31, 1996 and  incorporated  herein by  reference  have been audited by
Deloitte & Touche LLP,  independent  auditors,  as stated in their reports which
are also  incorporated  herein by  reference  and have been so  incorporated  in
reliance  upon such reports  given upon the authority of that firm 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  (incorporated  by reference to Exhibit 3.1 to the
                  Registration Statement on Form S-8 (Registration No.
                  333-26225)).

          3.2     Amendment to Amended and Restated Certificate of Incorporation
                  of The AES Corporation  (incorporated  by reference to Exhibit
                  3.2 to the  Registration  Statement on Form S-8  (Registration
                  No. 333-26225)).

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

          *5      Opinion of  Chadbourne  & Parke LLP,  counsel for  Registrant,
                  covering  shares of the Company's  Common Stock  issuable upon
                  exercise of options granted under AES China Generating Co.
                  Ltd. Incentive Stock Option Plan.

          *23.1   Consent of Deloitte & Touche LLP, independent auditors.

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

          *24     Power of Attorney.

          99      AES China  Generating  Co. Ltd.  Incentive  Stock  Option Plan
                  (incorporated  herein by  reference  to  Exhibit  10.12 to the
                  Quarterly Report on Form 10-Q of AES China Generating Co. Ltd.
                  for the quarterly by period ended  February 28, 1995 (File No.
                  0-23148)).

          -----------------------
          * 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.

               (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,  suitor 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 10th of
June, 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 10th day of June, 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
------------------------                Director(Principal Executive Officer)
(Dennis W. Bakke)

*/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)
                                        Director
------------------------
(John H. McArthur)
                                        Director
------------------------
(Hazel R. 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 (Principal Financial and
(Barry J. Sharp)                        Accounting Officer)

                                *By:  /s/ Barry J. Sharp
                                      ------------------------
                                      Attorney-in-fact