<PAGE>                                              
                                               
    As filed with the Securities and Exchange Commission on October 22, 1997

                                                  Registration No. 333


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


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

                                    Delaware
         (State or other jurisdiction of incorporation or organization)



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


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


          THE AES CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS
                            (Full title of the plan)


            BARRY J. SHARP                               Copy to:
          Vice President and                     PHILIP D. BEAUMONT, ESQ.
        Chief Financial Officer                   CHADBOURNE & PARKE LLP
          THE AES CORPORATION                      30 Rockefeller Plaza
          1001 N. 19th Street                    New York, New York 10112
       Arlington, Virginia 22209                    (212) 408-5100
(Name and address of agent for service)

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


                        CALCULATION OF REGISTRATION FEE
--------------   -----------  -----------------  -----------------  ------------
   Title Of         Amount     Proposed Maximum   Proposed Maximum    Amount of
Securities To       To Be       Offering Price       Aggregate      Registration
Be Registered     Registered     Per Share*      Offering Price**        Fee
--------------   -----------  -----------------  -----------------  ------------
Common Stock,
  Par Value
   $0.01           679,235        $43.9375         $29,843,887       $9044.00
  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  of  $45.25  and   $42.625,
       respectively,  on October 17, 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.
                                    --------
In  addition,  pursuant  to Rule  416(c)  of the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

<PAGE>
                                EXPLANATORY NOTE

         Information  required  by Part I of  Form  S-8 to be  contained  in the
Section  10(a)  prospectus  is  omitted  from  this  Registration  Statement  in
accordance with the Note to Part I of Form S-8.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  filed  by  The  AES  Corporation  ("AES"  or
"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 the Securities Exchange
         Act of 1934, as amended (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 then 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.



                                      II-1
<PAGE>

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 is incorporated herein by reference to Exhibit 3.1 to
               the  Registration   Statement  on  Form  S-8  of  the  Registrant
               (Registration No. 333-26225).

                                      II-2


<PAGE>

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

        *5.1      Opinion of Chadbourne & Parke LLP,  counsel for  Registrant,
                  covering  shares of the Company's  Common Stock  issuable upon
                  distribution  of  account  balances  in  The  AES  Corporation
                  Deferred Compensation Plan for Directors.

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

       *23.2      Consent of  Chadbourne & Parke LLP (included in its opinion 
                  filed as Exhibit 5a.1 hereto).

       *24        Power of Attorney.

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

       *  Filed herewith.

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

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

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of  the   Securities  Act  of  1933,  as  amended  (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 theaggregate,
                         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

                                      II-3
<PAGE>

                   (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.

                                      II-4
<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 22nd day
of October, 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 22nd day of October, 1997.

SIGNATURE                            TITLE

/s/ Roger W. Sant*                   Chairman of the Board and Director
(Roger W. Sant)

/s/ Dennis W. Bakke*                 President, Chief Executive Officer and 
(Dennis W. Bakke)                    Director (Principal Executive Officer)

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

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

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

/s/ Frank Jungers*                   Director
(Frank Jungers)

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

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

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

                                      II-5
<PAGE>

/s/ Thomas I. Unterberg*             Director
(Thomas I. Unterberg)
/s/ Robert H. Waterman, Jr.*         Director
(Robert H. Waterman, Jr.)

/s/ Barry J. Sharp                   Vice President and Chief Financial Officer 
(Barry J. Sharp)                    (Principal Financial and Accounting Officer)
                                         
                                      *By: Barry J. Sharp
                                       ---------------------
                                       Attorney-in-fact











                                      II-6

<PAGE>

EXHIBIT  INDEX

    EXHIBIT NO.                                DOCUMENT
    5.1                    Opinion  of  Chadbourne  &  Parke  LLP,  counsel  for
                           Registrant,   covering  shares  of  the  Registrant's
                           Common Stock  issuable upon  distribution  of account
                           balances in The AES Corporation Deferred Compensation
                           Plan for Directors.

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

    23.2                   Consent of Chadbourne & Parke, LLP (included in its 
                           opinion filed as Exhibit 5.1 hereto).

    24                     Power of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 18456}]
{"company-data": {"conformed-name": "AES CORPORATION", "cik": "0000874761", "assigned-sic": "4991", "irs-number": "541163725", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38535", "film-number": "97699404"}, "business-address": {"street1": "1001 N 19TH ST", "street2": "STE 2000", "city": "ARLINGTON", "state": "VA", "zip": "22209", "phone": "7035221315"}}
As filed with the Securities and Exchange Commission on October 22, 1997

                                                  Registration No. 333

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

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

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

          THE AES CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS
                            (Full title of the plan)

            BARRY J. SHARP                               Copy to:
          Vice President and                     PHILIP D. BEAUMONT, ESQ.
        Chief Financial Officer                   CHADBOURNE & PARKE LLP
          THE AES CORPORATION                      30 Rockefeller Plaza
          1001 N. 19th Street                    New York, New York 10112
       Arlington, Virginia 22209                    (212) 408-5100
(Name and address of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
--------------   -----------  -----------------  -----------------  ------------
   Title Of         Amount     Proposed Maximum   Proposed Maximum    Amount of
Securities To       To Be       Offering Price       Aggregate      Registration
Be Registered     Registered     Per Share*      Offering Price**        Fee
--------------   -----------  -----------------  -----------------  ------------
Common Stock,
  Par Value
   $0.01           679,235        $43.9375         $29,843,887       $9044.00
  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  of  $45.25  and   $42.625,
       respectively,  on October 17, 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.
                                    --------
In  addition,  pursuant  to Rule  416(c)  of the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
EXPLANATORY NOTE

         Information  required  by Part I of  Form  S-8 to be  contained  in the
Section  10(a)  prospectus  is  omitted  from  this  Registration  Statement  in
accordance with the Note to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  filed  by  The  AES  Corporation  ("AES"  or
"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 the Securities Exchange
         Act of 1934, as amended (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 then 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.

                                      II-1
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 is incorporated herein by reference to Exhibit 3.1 to
               the  Registration   Statement  on  Form  S-8  of  the  Registrant
               (Registration No. 333-26225).

                                      II-2
3.2      Amendment   to  Amended   and   Restated   Certificate   of
                  Incorporation of The AES Corporationis is incorporated  herein
                  by reference to Exhibit 3.2 to the  Registration  Statement on
                  Form S-8 of the Registrant (Registration No. 333-26225).

        *5.1      Opinion of Chadbourne & Parke LLP,  counsel for  Registrant,
                  covering  shares of the Company's  Common Stock  issuable upon
                  distribution  of  account  balances  in  The  AES  Corporation
                  Deferred Compensation Plan for Directors.

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

       *23.2      Consent of  Chadbourne & Parke LLP (included in its opinion 
                  filed as Exhibit 5a.1 hereto).

       *24        Power of Attorney.

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

       *  Filed herewith.

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

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

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of  the   Securities  Act  of  1933,  as  amended  (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 theaggregate,
                         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

                                      II-3
(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.

                                      II-4
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 22nd day
of October, 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 22nd day of October, 1997.

SIGNATURE                            TITLE

/s/ Roger W. Sant*                   Chairman of the Board and Director
(Roger W. Sant)

/s/ Dennis W. Bakke*                 President, Chief Executive Officer and 
(Dennis W. Bakke)                    Director (Principal Executive Officer)

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

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

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

/s/ Frank Jungers*                   Director
(Frank Jungers)

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

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

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

                                      II-5
/s/ Thomas I. Unterberg*             Director
(Thomas I. Unterberg)
/s/ Robert H. Waterman, Jr.*         Director
(Robert H. Waterman, Jr.)

/s/ Barry J. Sharp                   Vice President and Chief Financial Officer 
(Barry J. Sharp)                    (Principal Financial and Accounting Officer)
                                         
                                      *By: Barry J. Sharp
                                       ---------------------
                                       Attorney-in-fact

                                      II-6
EXHIBIT  INDEX

    EXHIBIT NO.                                DOCUMENT
    5.1                    Opinion  of  Chadbourne  &  Parke  LLP,  counsel  for
                           Registrant,   covering  shares  of  the  Registrant's
                           Common Stock  issuable upon  distribution  of account
                           balances in The AES Corporation Deferred Compensation
                           Plan for Directors.

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

    23.2                   Consent of Chadbourne & Parke, LLP (included in its 
                           opinion filed as Exhibit 5.1 hereto).

    24                     Power of Attorney.