UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15 (d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (date of earliest event reported): November 10, 1997

                               THE AES CORPORATION
             (exact name of registrant as specified in its charter)

       DELAWARE                     0-19281                     54-1163725
     (State  of               (Commission File No.)           (IRS Employer
    Incorporation)                                         Identification No.)

                       1001 North 19th Street, Suite 2000
                            Arlington, Virginia 22209
          (Address of principal executive offices, including zip code)

               Registrant's telephone number, including area code:
                                 (703) 522-1315

                                 NOT APPLICABLE

          (Former Name or Former Address, if changed since last report)






Item 2.  Acquisition or Disposition of Assets.

         On October 27, 1997, a subsidiary of AES acquired  approximately 90% of
the common shares of Companhia  Centro-Oeste de Distribuica de Energia  Eletrica
("CCODEE"),  the electric  distribution  company serving the central and western
sections of the State of Rio Grande do Sul in Brazil, for a total purchase price
of approximately  $1.37 billion.  The acquisition was financed with the proceeds
of (i) $250 million of revolving  credit  borrowings  under the Company's senior
credit facility (the  commitments  under which were  temporarily  increased from
$425  million to $600  million),  (ii) $550  million of short term loans under a
bridge loan facility  provided by affiliates of J.P.  Morgan  Securities,  Inc.,
Donaldson,  Lufkin  &  Jenrette  Securities,  Inc.,  Salomon  Brothers  Inc  and
Unterberg  Harris and (iii) $630 million of non-recourse  financing  provided by
Bank Boston and ANZ Investment Bank as co-arrangers. AES purchased the shares of
CCODEE  from the  State  of Rio  Grande  do Sul in a  partial  privatization  of
Companhia Estadual de Energia Eletrica  ("CEEE"),  the integrated utility of Rio
Grande  do Sul.  All of the  remaining  shares  of  CCODEE  will be owned by its
employees.   CCODEE  currently  serves   approximately   800,000   customers  or
approximately 31.3% of the population of the State of Rio Grande do Sul on sales
of 5,772 gigawatt hours of electricity.


Item 7.  Financial Statements and Exhibits.

a.       Financial statements of businesses acquired.

         The required financial statements for CCODEE will be filed on or before
January 9, 1998.

b. Pro forma financial information.

         The required pro forma  financial  information for CCODEE will be filed
on or before January 9, 1998.


Item 9.  Sales of Equity Securities Pursuant to Regulation S.

     In connection with the acquisition of the shares of CCODEE,  on October 29,
1997,  AES Trust II, a  wholly-owned  subsidiary of AES,  sold  6,000,000 of its
$2.75 Term Convertible Securities,  Series B ("TECONS"),  liquidation amount $50
per  security,  for $50.00 per TECONS (for an  aggregate of  $300,000,000)  in a
private placement pursuant to Rule 144 and Regulation S under the Securities Act
of 1933, as amended. J.P. Morgan Securities Inc.,  Donaldson,  Lufkin & Jenrette
Securities  Corporation  and Unterberg  Harris acted as initial  purchasers (the
"Initial Purchasers") in the private placement. The Initial Purchasers were paid
by the  Company,  as  compensation  for their  services,  $1.375  per TECONS (or
$8,250,000 in the  aggregate).  Each TECONS is  convertible at any time prior to
the close of business on  September  30, 2012 (or, in the case of TECONS  called
for redemption,  prior to the close of business on the business day prior to the
applicable  redemption  date) at the option of the holder  into shares of common
stock,  par value $.01 per share, of AES (the "AES Common Stock") at the rate of
0.8914  shares of AES Common Stock for each  TECONS,  subject to  adjustment  in
certain circumstances.








SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

The AES Corporation (Registrant)



By/s/ WILLIAM R. LURASCHI
- -----------------------------
WILLIAM R. LURASCHI
GENERAL COUNSEL AND SECRETARY

Dated: November 10, 1997