<PAGE>

--------------------------------------------------------------------------------
      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      (I.R.S. Employer Identification No.)
       incorporation or organization)

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

                       ----------------------------------

                               THE AES CORPORATION
                           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            2,000,000        $73.63      $147,260,000.00    $44,624.24
  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 1,278,039 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 (i) the
Deferred  Compensation Plan for Executive Officers,  (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 January 31, 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>
Roger W. Sant................Chairman of the ...........10,659,070 (2) .........  256,039 .........10,544,988
                             Board and Director
Dennis W. Bakke..............President, Chief .........  8,985,433 (3) .........  256,618 ......... 8,902,403
                             Executive Officer
                             and Director
Thomas A. Tribone............Senior Vice President ....    201,641 .............   82,323 .........   170,463
Mark F. Fitzpatrick..........Vice.President ...........    152,776 (4) .........   75,568 .........   123,249
Barry J. Sharp...............Vice.President and .......    155,170 (5) .........   80,852 .........   124,159
                             Chief Financial
                             Officer
Kenneth R. Woodcock..........Senior Vice President ....  2,039,618 .............   70,815 ......... 2,012,986
David G. McMillen............Vice President ...........     83,617 .............   56,411 .........    59,890
Roger F. Naill...............Vice President ...........    759,550 .............   47,118 .........   740,575
J. Stuart Ryan...............Vice President ...........    149,225 .............  133,755 .........    71,567
Paul T. Hanrahan.............Vice President ...........     40,839 .............   29,768 .........    31,385
John Ruggirello..............Vice President ...........     76,179 .............   66,526 .........    49,749
William R. Lurashi...........General Counsel & ........     10,072 .............   34,050 .........     2,537
                             Secretary
Sarah Slusser................Division Manager .........     18,684 .............   21,590 .........    10,097
Paul Stinson.................Division Manager .........     49,273 .............   34,557 .........    34,717
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Includes (a) the following  shares  issuable upon exercise of options:  Mr.
     Sant - 428,449 shares;  Mr. Bakke - 226,870  shares;  Mr. Tribone - 141,799
     shares;  Mr.  Fitzpatrick - 29,527 shares;  Mr. Sharp - 98,991 shares;  Mr.
     Woodcock - 80,707 shares;  Mr. McMillen - 41,345 shares; Dr. Naill - 49,681
     shares;  Mr.  Ryan - 122,409  shares;  Mr.  Hanrahan - 20,409  shares;  Mr.
     Ruggirello - 46,322 shares; Mr. Luraschi - 7,535; Ms. Slusser - 18,684; Mr.
     Stinson - 49,273;  (b) the  following  units  issuable  under the  Deferred
     Compensation  Plan for  Executive  Officers:  Mr.  Sant -  14,021;  (c) the
     following  shares held by the Profit Sharing and Stock  Ownership Plan: Mr.
     Sant - 146,212  shares;  Mr. Bakke - 139,479  shares;  Mr. Tribone - 27,883
     shares;  Mr.  Fitzpatrick - 43,110 shares;  Mr. Sharp - 22,359 shares;  Mr.
     Woodcock - 81,457 shares;  Mr. McMillen - 15,716 shares; Dr. Naill - 71,187
     shares;  Mr.  Ryan - 20,641  shares;  Mr.  Hanrahan  - 16,343  shares;  Mr.
     Ruggirello - 15,226 shares;  Mr. Luraschi - 2,537; Ms. Slusser - 6,620; Mr.
     Stinson  -  13,662;and  (d) the  following  units  under  the  Supplemental
     Retirement  Plan: Mr. Sant - 1,727;  Mr. Bakke - 2,151;  Mr. Tribone - 404;
     Mr.  Fitzpatrick - 238; Mr. Sharp - 284; Mr. Woodcock - 733; Mr. McMillen -
     250; Dr. Naill - 147;  Mr. Ryan - 268; Mr.  Hanrahan - 0; Mr.  Ruggirello -
     120.  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  July 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  7,550,146  shares  held  jointly by Mr.  Sant and his wife.  Also
     includes  403,241  shares held by his wife,  146,195 held in an IRA for the
     benefit of Mr.  Sant,  and 64,871  shares held in an IRA for the benefit of
     his  wife.  In  addition,  includes  1,149,525  shares  held by The  Summit
     Foundation, of which Mr. Sant disclaims beneficial ownership.

(3)  Includes  6,834,658  shares held jointly by Mr. Bakke and his wife,  31,530
     shares held by his children,  449,043  shares held by his wife, and 173,383
     shares held by the Mustard Seed  Foundation,  of which Mr. Bakke  disclaims
     beneficial ownership.

(4)  Includes  76,657 shares held jointly by Mr.  Fitzpatrick  and his wife, and
     1,988 and 1,256 shares held an IRAs for the benefit of Mr.  Fitzpatrick and
     his wife, respectively.

(5)  Includes 33,536 shares held jointly by Mr. Sharp and his wife.



<PAGE>


         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 June 9, 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 Registrant'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  The  AES   Corporation
                  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     The AES Corporation  Incentive Stock Option Plan , as amended.
          -----------------------
          * 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 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 STATEMENT", "secsgml_size_bytes": 40127}]
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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      (I.R.S. Employer Identification No.)
       incorporation or organization)

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

                       ----------------------------------

                               THE AES CORPORATION
                           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            2,000,000        $73.63      $147,260,000.00    $44,624.24
  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 1,278,039 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 (i) the
Deferred  Compensation Plan for Executive Officers,  (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 January 31, 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
-----------------------------------------------------------------------------------------------------------------------
Roger W. Sant................Chairman of the ...........10,659,070 (2) .........  256,039 .........10,544,988
                             Board and Director
Dennis W. Bakke..............President, Chief .........  8,985,433 (3) .........  256,618 ......... 8,902,403
                             Executive Officer
                             and Director
Thomas A. Tribone............Senior Vice President ....    201,641 .............   82,323 .........   170,463
Mark F. Fitzpatrick..........Vice.President ...........    152,776 (4) .........   75,568 .........   123,249
Barry J. Sharp...............Vice.President and .......    155,170 (5) .........   80,852 .........   124,159
                             Chief Financial
                             Officer
Kenneth R. Woodcock..........Senior Vice President ....  2,039,618 .............   70,815 ......... 2,012,986
David G. McMillen............Vice President ...........     83,617 .............   56,411 .........    59,890
Roger F. Naill...............Vice President ...........    759,550 .............   47,118 .........   740,575
J. Stuart Ryan...............Vice President ...........    149,225 .............  133,755 .........    71,567
Paul T. Hanrahan.............Vice President ...........     40,839 .............   29,768 .........    31,385
John Ruggirello..............Vice President ...........     76,179 .............   66,526 .........    49,749
William R. Lurashi...........General Counsel & ........     10,072 .............   34,050 .........     2,537
                             Secretary
Sarah Slusser................Division Manager .........     18,684 .............   21,590 .........    10,097
Paul Stinson.................Division Manager .........     49,273 .............   34,557 .........    34,717
-----------------------------------------------------------------------------------------------------------------------
(1)  Includes (a) the following  shares  issuable upon exercise of options:  Mr.
     Sant - 428,449 shares;  Mr. Bakke - 226,870  shares;  Mr. Tribone - 141,799
     shares;  Mr.  Fitzpatrick - 29,527 shares;  Mr. Sharp - 98,991 shares;  Mr.
     Woodcock - 80,707 shares;  Mr. McMillen - 41,345 shares; Dr. Naill - 49,681
     shares;  Mr.  Ryan - 122,409  shares;  Mr.  Hanrahan - 20,409  shares;  Mr.
     Ruggirello - 46,322 shares; Mr. Luraschi - 7,535; Ms. Slusser - 18,684; Mr.
     Stinson - 49,273;  (b) the  following  units  issuable  under the  Deferred
     Compensation  Plan for  Executive  Officers:  Mr.  Sant -  14,021;  (c) the
     following  shares held by the Profit Sharing and Stock  Ownership Plan: Mr.
     Sant - 146,212  shares;  Mr. Bakke - 139,479  shares;  Mr. Tribone - 27,883
     shares;  Mr.  Fitzpatrick - 43,110 shares;  Mr. Sharp - 22,359 shares;  Mr.
     Woodcock - 81,457 shares;  Mr. McMillen - 15,716 shares; Dr. Naill - 71,187
     shares;  Mr.  Ryan - 20,641  shares;  Mr.  Hanrahan  - 16,343  shares;  Mr.
     Ruggirello - 15,226 shares;  Mr. Luraschi - 2,537; Ms. Slusser - 6,620; Mr.
     Stinson  -  13,662;and  (d) the  following  units  under  the  Supplemental
     Retirement  Plan: Mr. Sant - 1,727;  Mr. Bakke - 2,151;  Mr. Tribone - 404;
     Mr.  Fitzpatrick - 238; Mr. Sharp - 284; Mr. Woodcock - 733; Mr. McMillen -
     250; Dr. Naill - 147;  Mr. Ryan - 268; Mr.  Hanrahan - 0; Mr.  Ruggirello -
     120.  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  July 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  7,550,146  shares  held  jointly by Mr.  Sant and his wife.  Also
     includes  403,241  shares held by his wife,  146,195 held in an IRA for the
     benefit of Mr.  Sant,  and 64,871  shares held in an IRA for the benefit of
     his  wife.  In  addition,  includes  1,149,525  shares  held by The  Summit
     Foundation, of which Mr. Sant disclaims beneficial ownership.

(3)  Includes  6,834,658  shares held jointly by Mr. Bakke and his wife,  31,530
     shares held by his children,  449,043  shares held by his wife, and 173,383
     shares held by the Mustard Seed  Foundation,  of which Mr. Bakke  disclaims
     beneficial ownership.

(4)  Includes  76,657 shares held jointly by Mr.  Fitzpatrick  and his wife, and
     1,988 and 1,256 shares held an IRAs for the benefit of Mr.  Fitzpatrick and
     his wife, respectively.

(5)  Includes 33,536 shares held jointly by Mr. Sharp and his wife.
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 June 9, 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 Registrant'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  The  AES   Corporation
                  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     The AES Corporation  Incentive Stock Option Plan , as amended.
          -----------------------
          * 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 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