SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.

                                    FORM U-57

                              AMENDED AND RESTATED

                 NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS

                        Filed Under Section 33(a) of the
             Public Utility Holding Company Act of 1935, as amended

                         AUSTRALIAN POWER PARTNERS B.V.

                   HAZELWOOD POWER PARTNERSHIP/HAZELWOOD POWER

                        HAZELWOOD POWER CORPORATION LTD/
                       HAZELWOOD POWER CORPORATION PTY LTD

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

                        (Name of foreign utility company)


                               The AES Corporation
                               1001 N. 19th Street
                                   Suite 2000
                            Arlington, Virginia 22209

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

                   (Name of filing company, if filed on behalf
                          of a foreign utility company)


     The Commission is requested to mail copies of all  correspondence  relating
to this Notification to:

                  William R. Luraschi, Esq.
                  The AES Corporation
                  1001 N. 19th Street
                  Suite 2000
                  Arlington, Virginia  22209

                  Lynn N. Hargis
                  Chadbourne & Parke LLP
                  1200 New Hampshire Avenue, N.W.
                  Suite 300
                  Washington, D.C.  20036


     The  AES  Corporation   hereby  files  with  the  Securities  and  Exchange
Commission  ("Commission")  pursuant to Section 33 of the Public Utility Holding
Company Act of 1935, as amended ("Act"),  this Form U-57 on behalf of Australian
Power  Partners B.V.;  Hazelwood  Power  Partnership  and Hazelwood  Power;  and
Hazelwood Power Corporation Ltd and Hazelwood Power Corporation Pty Ltd, for the
purpose of notifying the Commission  that each of the foregoing  companies is or
will be a "foreign utility company" ("FUCO") within the meaning of Section 33 of
the Act, and hereby claims status as a FUCO under the Act.

     This  notification  amends  and  restates,  in  its  entirety,  an  earlier
notification filed on September 12, 1996, by Destec Energy, Inc. with respect to
Australian Power Partners B.V.; Hazelwood Power Partnership; and Hazelwood Power
Corporation Ltd.

Item 1

     a. Name and business address of the entity claiming foreign utility company
status:

                  Australian Power Partners B.V.
                    c/o William R. Luraschi, Esq.
                    The AES Corporation
                    1001 N. 19th Street
                    Suite 2000
                    Arlington, Virginia  22209

                  Hazelwood Power Partnership/Hazelwood Power
                    c/o Phillips Fox
                    120 Collins Street
                    Melbourne, Victoria  3000
                    Australia

                  Hazelwood Power Corporation Ltd/
                  Hazelwood Power Corporation Pty Ltd
                    c/o Phillips Fox
                    120 Collins Street
                    Melbourne, Victoria  3000
                    Australia

     b.  Description of facilities  used for the generation,  transmission,  and
distribution of electric energy for sale:

     Hazelwood Power Partnership, a general partnership organized under the laws
of  Australia,  has  successfully  bid to acquire the assets of Hazelwood  Power
Corporation Ltd from the State of Victoria, Australia. Shortly after the initial
closing of the acquisition transaction,  Hazelwood Power Partnership will change
its name to Hazelwood Power,  but will remain the same entity.  (Hazelwood Power
Partnership  and Hazelwood  Power are  hereinafter  collectively  referred to as
"Hazelwood Power".)


     The  jurisdictional  facilities of Hazelwood  Power  Corporation  Ltd which
Hazelwood  Power  has  acquired  consist  of:  (1) a  1600  megawatt  (installed
capacity) brown coal-fired  generating facility,  which consists of eight units,
each of which is comprised of a boiler and turbine with a nameplate  capacity of
200 megawatts;  and (2)  transmission  facilities  necessary to interconnect the
Hazelwood facility with the high-voltage transmission grid owned and operated by
PowerNet Victoria, a statutory Victoria government corporation.

     Hazelwood  Power  Corporation  Ltd holds  various  contracts  and  licenses
related to the acquired facilities in trust for the partners of Hazelwood Power,
and as trustee has certain  rights to use the  facilities for the generation and
sale of power. Shortly after the initial closing of the acquisition transaction,
Hazelwood Power Corporation Ltd will be converted to Hazelwood Power Corporation
Pty Ltd, but will remain the same entity.  (Hazelwood Power  Corporation Ltd and
Hazelwood Power Corporation Pty Ltd are hereinafter  collectively referred to as
"Hazelwood Power Corporation".)

     Neither  Hazelwood  Power nor Hazelwood Power  Corporation  derives or will
derive any part of its income,  directly  or  indirectly,  from the  generation,
transmission,  or distribution of electric energy for sale (or the  distribution
at retail of natural or  manufactured  gas for heat,  light or power) within the
United States. Neither Hazelwood Power nor Hazelwood Power Corporation,  nor any
of either's  subsidiary  companies,  is or will be a public utility operating in
the United States.

     c.  Persons  holding  five  percent  (5%) or more of any  class  of  voting
securities of the foreign utility company and amount and nature of the interest:

     The partners of Hazelwood Power (collectively,  the "Hazelwood  Partners"),
and their ownership interests therein, are as follows:

          Australian  Power  Partners  B.V., a  Netherlands  company which is an
     indirect   wholly-owned   subsidiary   of  The   AES   Corporation,   holds
     approximately a 20% interest.

          Australian Power Partners B.V. will not derive any part of its income,
     directly or indirectly, from the generation,  transmission, or distribution
     of electric  energy for sale (or the  distribution  at retail of natural or
     manufactured gas for heat, light, or power) within the United States.  None
     of Australian Power Partners B.V., nor any of its subsidiary companies,  is
     or will be a public utility company operating in the United States.


          Hazelwood  Pacific  Pty Ltd,  a  company  organized  under the laws of
     Australia which is an indirect wholly-owned subsidiary of PacifiCorp, holds
     approximately a 20% interest.

          National  Power  Australia  Investments  Ltd,  a  direct  wholly-owned
     subsidiary of National Power Plc., holds approximately a 52% interest.

          CISL (Hazelwood) Pty Ltd, an indirect  subsidiary of Commonwealth Bank
     of  Australia,  holds  approximately  a 6% interest.  Hazelwood  Investment
     Company  Pty Ltd,  also an  indirect  subsidiary  of  Commonwealth  Bank of
     Australia, holds approximately a 2% interest.

     Hazelwood  Power  Corporation  holds certain  assets as described  above on
behalf of the Hazelwood  Partners as beneficial  owners.  In addition,  National
Power  Australia  Investments  Ltd holds all of the  shares of  Hazelwood  Power
Corporation  in trust for the  Hazelwood  Partners  as  beneficial  owners.  The
ownership  percentage  of each of the  Hazelwood  Partners in each of the trusts
described above is equivalent to its ownership interest in Hazelwood Power.

Item 2

     The  name  of  any  domestic  associate  public  utility  company  and,  if
applicable,  its holding company,  and a description of the relationship between
the foreign  utility  company and such company,  and the purchase  price paid by
such domestic  associate  public utility company for its interest in the foreign
utility company:

     The only domestic  associate  public utility company of Hazelwood Power and
Hazelwood  Power  Corporation  is PacifiCorp,  which  submitted a Form U-57 with
respect to Hazelwood Power's  acquisition of the facilities  described herein on
September 12, 1996.  Australian  Power  Partners B.V. will not have any domestic
associate public utility company.

EXHIBIT A

State Certification

     Not applicable. As noted above in Item 2, PacifiCorp filed a Form U-57 with
respect to Hazelwood Power's acquisition of the facilities described herein.

                                    Signature

     The undersigned  company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.




                               By: /s/ WILLIAM R. LURASCHI
                                  -------------------
                                  William R. Luraschi
                                  General Counsel
                                  The AES Corporation
                                  1001 N. 19th Street
                                  Arlington, Virginia  22209
                                  (703) 522-1315


Dated:     October 24, 1997