<PAGE>

    As filed with the Securities and Exchange Commission on February 28, 2002

                                                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               (I.R.S. Employer
        of incorporation or organization)          Identification Number)

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

                       AES Puerto Rico LP Retirement Plan
                            (Full title of the plan)

                                 Barry J. Sharp
              Executive Vice President and Chief Financial Officer
                              The AES Corporation
                             1001 North 19th Street
                           Arlington, Virginia 22209
                                 (703) 552-1315
                   (Name and address, including zip code, and
                     telephone number of agent for service)

                                    Copy to:

                           John McGrady III, Esquire
                  Buchanan Ingersoll Professional Corporation
                 One Oxford Centre, 301 Grant Street 20th Floor
                      Pittsburgh, Pennsylvania 15219-1410
                                 (412) 562-8800
                             ______________________
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities                Amount to be     Proposed Maximum Offering     Proposed Maximum Aggregate       Amount of
to be Registered                    Registered         Price Per Share (1)              Offering Price         Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>              <C>                           <C>                         <C>
Common Stock, par value $0.01      1,000,000(2)(3)           $3.85                       $3,850,000                 $354.20
===================================================================================================================================

</TABLE>
(1)  Pursuant to Rule 457(h) of the Securities Act of 1933, and solely for the
     purpose of calculating the registration fee, the proposed maximum offering
     price per share is based on the average of the high and low sales prices of
     the Common Stock on the New York Stock Exchange on February 22, 2002.
(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the AES Puerto Rico LP
     Retirement Plan (the "Plan").
(3)  If, as a result of stock splits, stock dividends or similar transactions,
     the number of securities purported to be registered by this Registration
     Statement changes, the provisions of Rule 416 under the Securities Act
     shall apply to this Registration Statement, and this Registration Statement
     shall be deemed to cover the additional securities resulting from the split
     of, or the dividend on, the securities covered by this Registration
     Statement.
     =====================================================================

        The Exhibit Index for this Registration Statement is at page 7.
<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and 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 have been filed with the Commission by The AES
Corporation, a Delaware corporation (the "Company"), and are incorporated herein
by reference and made a part hereof:

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, filed pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act");

     (b) All other reports filed by the Company pursuant to Section 13 (a) or
15(d) of the Exchange Act since December 31, 2000; and

     (c) The description of the Company's Common Stock, par value $.01 per
share, contained in the Company's Registration Statement on Form 8-A
(Registration No. 0-19281 filed 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 on
October 10, 1996), including any amendments or reports filed for the purpose of
updating such description.

     All documents subsequently filed by the Company and the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment that indicates that all securities offered pursuant
to this Registration Statement have been sold or that deregisters all securities
then remaining unsold, shall also be deemed to be incorporated by reference
herein and to be a part hereof from the dates 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 other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or 2 superseded, to constitute a part of this Registration
Statement.

                                      -1-
<PAGE>

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Under the Company's By-Laws, and in accordance with Section 145 of the
Delaware General Corporation Law (the "GCL"), the Company 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 the Company 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 the Company, or is or
was serving in such capacity or as agent at the request of the Company 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 the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe was unlawful. Agents of the
Company 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 the Company, 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 the Company'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 the Company.  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 the Company's By-Laws, the Company may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company 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 the Company would have the power or
the obligation to indemnify such person against such liability under the
provisions of the Company's By-Laws.

                                      -2-
<PAGE>

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The following is a list of exhibits filed as part of this Registration
Statement.

<TABLE>
<CAPTION>
     Exhibit No.                              Description                                         Method of Filing
----------------------  --------------------------------------------------------  ------------------------------------------------
<S>                     <C>                                                       <C>
         5.1            Opinion of Buchanan Ingersoll Professional Corporation                    Filed herewith.
                        regarding legality of the securities being registered.

         5.2            Puerto Rico Treasury Department determination letter that                 Filed herewith.
                        the Plan is qualified under Section 1165(e) of the
                        Puerto Rico International Revenue Code.

         23.1           Independent Auditors' Consent                                             Filed herewith.

         23.2           Independent Auditors' Consent                                             Filed herewith.

         23.3           Consent of Buchanan Ingersoll Professional Corporation     (included in its opinion filed as Exhibit 5.1
                                                                                                      hereto)

         24.1           Power of Attorney                                                         Filed herewith.
</TABLE>

Item 9. Undertakings.

     The Company 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

                                      -3-
<PAGE>

          thereof) which, individually or in the aggregate, represent a
          fundamental change in the information set forth 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 by the registrant with or furnished to the Commission
          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 purposes 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.

(b)  That, for purposes of determining any liability under the Securities Act,
     each filing of the Company'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 therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Company pursuant to the foregoing provisions, or otherwise, the Company 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
     Company of expenses incurred or paid by a director, officer or controlling
     person of the Company 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 Company 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.

                                      -4-
<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act, the
Company 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 28th day
of February, 2002.

                              THE AES CORPORATION

                              By: /s/ William R. Luraschi

                              -----------------------------
                              William R. Luraschi,

                              Vice President and Secretary

     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 28th day of February, 2002.

<TABLE>
<CAPTION>
SIGNATURE                                                TITLE
-------------------------------------------------------  --------------------------------------------------
<S>                                                      <C>

  /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/ 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/ John H. McArthur                                   Director
-------------------------------------------------------
John H. McArthur

  /s/ Hazel O'Leary                                      Director
-------------------------------------------------------
Hazel O'Leary

  /s/ Thomas I Unterberg                                 Director
-------------------------------------------------------
Thomas I Unterberg

  /s/ Robert H. Waterman, Jr.                            Director
-------------------------------------------------------
Robert H. Waterman, Jr.
</TABLE>

                                      -5-
<PAGE>

<TABLE>
<S>                                                      <C>

  /s/ Philip Lader                                       Director
-------------------------------------------------------
Philip Lader

  /s/ Barry J. Sharp                                     Vice President and Chief Financial Officer (Principal
-------------------------------------------------------  Financial and Accounting Officer)
Barry J. Sharp
</TABLE>

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


     The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, on this 28th day of February, 2002.

                              AES PUERTO RICO LP RETIREMENT PLAN

                              By:  AES Puerto Rico, LP,
                                   its Plan Administrator

                              By: /s/ Annette Rodriquez
                                  ---------------------
                                      Annette Rodriguez

                                      -6-
<PAGE>

                              EXHIBIT INDEX

<TABLE>
<CAPTION>
     Exhibit No.                              Description                                      Method of Filing
----------------------  --------------------------------------------------------  ------------------------------------------
<S>                     <C>                                                       <C>
         5.1            Opinion of Buchanan Ingersoll Professional Corporation                 Filed herewith.
                        regarding legality of the securities being registered.

         5.2            Puerto Rico Treasury Department determination letter that              Filed herewith.
                        the Plan is qualified under Section 1165(e) of
                        the Puerto Rico International Revenue Code.

         23.1           Independent Auditors' Consent                                          Filed herewith.

         23.2           Independent Auditors' Consent                                          Filed herewith.

         23.3           Consent of Buchanan Ingersoll Professional Corporation    (included in its opinion filed as Exhibit
                                                                                                 5.1 hereto)

         24.1           Power of Attorney                                                      Filed herewith.
</TABLE>

                                      -7-
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20278}]
{"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": "333-83574", "film-number": "02563527"}, "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 February 28, 2002

                                                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               (I.R.S. Employer
        of incorporation or organization)          Identification Number)

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

                       AES Puerto Rico LP Retirement Plan
                            (Full title of the plan)

                                 Barry J. Sharp
              Executive Vice President and Chief Financial Officer
                              The AES Corporation
                             1001 North 19th Street
                           Arlington, Virginia 22209
                                 (703) 552-1315
                   (Name and address, including zip code, and
                     telephone number of agent for service)

                                    Copy to:

                           John McGrady III, Esquire
                  Buchanan Ingersoll Professional Corporation
                 One Oxford Centre, 301 Grant Street 20th Floor
                      Pittsburgh, Pennsylvania 15219-1410
                                 (412) 562-8800
                             ______________________
                        CALCULATION OF REGISTRATION FEE
Title of Securities                Amount to be     Proposed Maximum Offering     Proposed Maximum Aggregate       Amount of
to be Registered                    Registered         Price Per Share (1)              Offering Price         Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01      1,000,000(2)(3)           $3.85                       $3,850,000                 $354.20
===================================================================================================================================
(1)  Pursuant to Rule 457(h) of the Securities Act of 1933, and solely for the
     purpose of calculating the registration fee, the proposed maximum offering
     price per share is based on the average of the high and low sales prices of
     the Common Stock on the New York Stock Exchange on February 22, 2002.
(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the AES Puerto Rico LP
     Retirement Plan (the "Plan").
(3)  If, as a result of stock splits, stock dividends or similar transactions,
     the number of securities purported to be registered by this Registration
     Statement changes, the provisions of Rule 416 under the Securities Act
     shall apply to this Registration Statement, and this Registration Statement
     shall be deemed to cover the additional securities resulting from the split
     of, or the dividend on, the securities covered by this Registration
     Statement.
     =====================================================================

        The Exhibit Index for this Registration Statement is at page 7.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and 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 have been filed with the Commission by The AES
Corporation, a Delaware corporation (the "Company"), and are incorporated herein
by reference and made a part hereof:

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, filed pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act");

     (b) All other reports filed by the Company pursuant to Section 13 (a) or
15(d) of the Exchange Act since December 31, 2000; and

     (c) The description of the Company's Common Stock, par value $.01 per
share, contained in the Company's Registration Statement on Form 8-A
(Registration No. 0-19281 filed 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 on
October 10, 1996), including any amendments or reports filed for the purpose of
updating such description.

     All documents subsequently filed by the Company and the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment that indicates that all securities offered pursuant
to this Registration Statement have been sold or that deregisters all securities
then remaining unsold, shall also be deemed to be incorporated by reference
herein and to be a part hereof from the dates 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 other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or 2 superseded, to constitute a part of this Registration
Statement.

                                      -1-
Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Under the Company's By-Laws, and in accordance with Section 145 of the
Delaware General Corporation Law (the "GCL"), the Company 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 the Company 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 the Company, or is or
was serving in such capacity or as agent at the request of the Company 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 the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe was unlawful. Agents of the
Company 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 the Company, 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 the Company'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 the Company.  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 the Company's By-Laws, the Company may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company 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 the Company would have the power or
the obligation to indemnify such person against such liability under the
provisions of the Company's By-Laws.

                                      -2-
Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit No.                              Description                                         Method of Filing
----------------------  --------------------------------------------------------  ------------------------------------------------
5.1            Opinion of Buchanan Ingersoll Professional Corporation                    Filed herewith.
                        regarding legality of the securities being registered.

         5.2            Puerto Rico Treasury Department determination letter that                 Filed herewith.
                        the Plan is qualified under Section 1165(e) of the
                        Puerto Rico International Revenue Code.

         23.1           Independent Auditors' Consent                                             Filed herewith.

         23.2           Independent Auditors' Consent                                             Filed herewith.

         23.3           Consent of Buchanan Ingersoll Professional Corporation     (included in its opinion filed as Exhibit 5.1
                                                                                                      hereto)

         24.1           Power of Attorney                                                         Filed herewith.
Item 9. Undertakings.

     The Company 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

                                      -3-
thereof) which, individually or in the aggregate, represent a
          fundamental change in the information set forth 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 by the registrant with or furnished to the Commission
          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 purposes 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.

(b)  That, for purposes of determining any liability under the Securities Act,
     each filing of the Company'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 therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Company pursuant to the foregoing provisions, or otherwise, the Company 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
     Company of expenses incurred or paid by a director, officer or controlling
     person of the Company 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 Company 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.

                                      -4-
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act, the
Company 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 28th day
of February, 2002.

                              THE AES CORPORATION

                              By: /s/ William R. Luraschi

                              -----------------------------
                              William R. Luraschi,

                              Vice President and Secretary

     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 28th day of February, 2002.
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/ 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/ John H. McArthur                                   Director
-------------------------------------------------------
John H. McArthur

  /s/ Hazel O'Leary                                      Director
-------------------------------------------------------
Hazel O'Leary

  /s/ Thomas I Unterberg                                 Director
-------------------------------------------------------
Thomas I Unterberg

  /s/ Robert H. Waterman, Jr.                            Director
-------------------------------------------------------
Robert H. Waterman, Jr.
-5-
/s/ Philip Lader                                       Director
-------------------------------------------------------
Philip Lader

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

     The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, on this 28th day of February, 2002.

                              AES PUERTO RICO LP RETIREMENT PLAN

                              By:  AES Puerto Rico, LP,
                                   its Plan Administrator

                              By: /s/ Annette Rodriquez
                                  ---------------------
                                      Annette Rodriguez

                                      -6-
EXHIBIT INDEX
Exhibit No.                              Description                                      Method of Filing
----------------------  --------------------------------------------------------  ------------------------------------------
5.1            Opinion of Buchanan Ingersoll Professional Corporation                 Filed herewith.
                        regarding legality of the securities being registered.

         5.2            Puerto Rico Treasury Department determination letter that              Filed herewith.
                        the Plan is qualified under Section 1165(e) of
                        the Puerto Rico International Revenue Code.

         23.1           Independent Auditors' Consent                                          Filed herewith.

         23.2           Independent Auditors' Consent                                          Filed herewith.

         23.3           Consent of Buchanan Ingersoll Professional Corporation    (included in its opinion filed as Exhibit
                                                                                                 5.1 hereto)

         24.1           Power of Attorney                                                      Filed herewith.
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