PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH 27, 1998)

6,000,000 Securities

AES TRUST II

$2.75 Term Convertible Securities, Series B ("TECONS (SM)")

(Liquidation amount $50 per security) fully and unconditionally guaranteed by,
and convertible into Common Stock of,

THE AES CORPORATION

        AES Trust II, a statutory business trust created under the laws of the
state of Delaware, issued and sold 6,000,000 $2.75 Term Convertible Securities,
Series B ("TECONS"), liquidation preference $50 per security in transactions
exempt from the registration requirements of the Securities Act of 1933, as
amended. We filed a registration statement, and printed a prospectus dated March
27, 1998, in order to permit the holders of the TECONS to resell their TECONS in
offerings registered with the Securities and Exchange Commission. On pages 68
and 69 of the prospectus, there is a table that lists:

           (i)  each person selling TECONS in connection with the prospectus
                (the "Selling Holders"); and

           (ii) the number of TECONS beneficially owned by each such Selling
                Holder.

This prospectus supplement, which provides supplemental information to that
prospectus, adds certain additional information to the list of Selling Holders:

          1) Banc of America Securities LLC is added as a Selling Holder that
owns 20,000 TECONS.

     Banc of America Securities LLC and its affiliated companies and/or
individuals may, from time to time, own, have positions in or options in AES
Corporation and may also perform advisory services and/or have lending or other
credit relationships with AES Corporation.














THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JUNE 23, 1999