S-8

As filed with the Securities and Exchange Commission on April 29, 2008

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)

4300 Wilson Boulevard, Suite 1100

Arlington, Virginia 22203

(Address of Principal Executive Offices)

The AES Corporation 2003 Long Term Compensation Plan

(Full title of the plan)

Victoria D. Harker

Executive Vice President and Chief Financial Officer

The AES Corporation

4300 Wilson Boulevard, Suite 1100

Arlington, Virginia 22203

(Name and address, including zip code, of agent for service)

(703) 522-1315

(Telephone number, including area code, of agent for service)

Copy to:

John E. McGrady, III

Buchanan Ingersoll & Rooney PC

One Oxford Centre

301 Grant Street, 20th Floor

Pittsburgh, Pennsylvania  15219-1410

(412) 562-8800

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common Stock, par value $0.01 per share	12,000,000	(1)(2)	$	17.61	(3)	$	211,320,000	(3)	$	8,304.88	(4)

(1)An aggregate of 29,000,000 shares of common stock, par value $0.01 per share, of The AES Corporation may be offered or issued pursuant to The AES Corporation 2003 Long Term Compensation Plan, 17,000,000 of which were previously registered on Form S-8 (File No. 333-108297) and 12,000,000 of which are registered on this Form S-8.

(2)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 of 1933 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.

(3)Pursuant to Rule 457(c) and 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 April 23, 2008.

(4)Calculated pursuant to Section 6(b) of the Securities Act of 1933.

INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE

Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register additional shares of Common Stock, par value $0.01 per share, of the Registrant under The AES Corporation 2003 Long Term Compensation Plan (the “Plan”)  A Registration Statement on Form S-8 was previously filed and declared effective (Registration File No. 333-108297) in connection with the Plan and is incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

EXHIBIT NO.	DESCRIPTION
4.1	Sixth Restated Certificate of Incorporation of The AES Corporation (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K filed on March 26, 2003).
4.2	By-Laws of The AES Corporation, as amended (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K filed on March 26, 2003).
5.1	Opinion of Buchanan Ingersoll & Rooney PC.
10.1	The AES Corporation 2003 Long Term Compensation Plan (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on April 24, 2008).
23.1	Consent of Independent Registered Public Accounting Firm.
23.2	Consent of Buchanan Ingersoll & Rooney PC (contained in opinion filed as Exhibit 5.1 hereto).
24.1	Power of Attorney.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the 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 28th day of April 2008.

THE AES CORPORATION
By:	/s/ Victoria D. Harker
	Victoria D. Harker
	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 28th day of April, 2008.

Signature		Capacity
*		President, Chief Executive Officer and Director
Paul Hanrahan		(Principal Executive Officer)
*		Director
Kristina M. Johnson
*		Director
John A. Koskinen
*		Director
Philip Lader
*		Director
Sandra O. Moose
*		Chairman and Lead Independent Director
Philip A. Odeen
		Director
Charles A. Rossotti
*		Director
Sven Sandstrom
/s/  Victoria D. Harker		Executive Vice President and Chief Financial Officer
Victoria D.  Harker		(Principal Financial Officer)
/s/ Mary E. Wood		Vice President and Controller
Mary E. Wood		(Principal Accounting Officer)
* By:	/s/ Brian A. Miller
	Brian A. Miller
	Attorney-in-fact

3

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
4.1	Sixth Restated Certificate of Incorporation of The AES Corporation (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K filed on March 26, 2003).
4.2	By-Laws of The AES Corporation, as amended (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K filed on March 26, 2003).
5.1	Opinion of Buchanan Ingersoll & Rooney PC.
10.1	The AES Corporation 2003 Long Term Compensation Plan (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on April 24, 2008).
23.1	Consent of Independent Registered Public Accounting Firm.
23.2	Consent of Buchanan Ingersoll & Rooney PC (contained in opinion filed as Exhibit 5.1 hereto).
24.1	Power of Attorney.

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EX-5.1

Exhibit 5.1

April 28, 2008

Board of Directors
The AES Corporation
4300 Wilson Boulevard, Suite 1100
Arlington, Virginia 22203

Ladies and Gentlemen:

We have acted as counsel to The AES Corporation, a Delaware corporation (the “Corporation”), in connection with the proposed issuance by the Corporation of up to an additional Twelve Million (12,000,000) shares of the Corporation’s common stock (the “Common Stock”), pursuant to the terms of The AES Corporation 2003 Long Term Compensation Plan (as amended, the “Plan”).

In connection with such proposed issuance, we have examined the Plan, the Certificate of Incorporation of the Corporation, as amended and restated, the By-laws of the Corporation, as amended, the relevant corporate proceedings of the Corporation, the Registration Statement on Form S-8 covering the issuance of the Common Stock, and such other documents, records, certificates of public officials, statutes and decisions as we consider necessary to express the opinions contained herein. In the examination of such documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to those original documents of all documents submitted to us as certified or photostatic copies.

Based on the foregoing, we are of the opinion that when the Common Stock has been duly issued and delivered pursuant to the terms of the Plan, such shares of Common Stock will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  The filing of this consent shall not be deemed an admission that we are an expert within the meaning of Section 7 of the Securities Act of 1933, as amended.

Very truly yours,
BUCHANAN INGERSOLL & ROONEY PC
By:	/s/ John E. McGrady III
	John E. McGrady III

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 14, 2008 relating to the consolidated financial statements and financial statement schedules of The AES Corporation and the effectiveness of The AES Corporation’s internal control over financial reporting (which reports (1) express an unqualified opinion on the consolidated financial statements and financial statement schedules and include explanatory paragraphs relating to the adoption of Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” in 2007, Financial Accounting Standards Board Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” in 2006, the adoption of the provisions of Financial Accounting Standards Board Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations,” in 2005, the restatement of the 2006 and 2005 consolidated financial statements and (2) express an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of material weaknesses) appearing in the Annual Report on Form 10-K of The AES Corporation for the year ended December 31, 2007.

/s/ Deloitte & Touche LLP

McLean, Virginia

April 29, 2008

EX-24.1

Exhibit 24.1

The AES Corporation (the “Company”)

Power of Attorney

The undersigned hereby constitute and appoint Victoria D. Harker and Brian A. Miller and each of them severally, the attorneys-in-fact of the undersigned with full power of substitution for such person and in such person’s name, place and stead, in any and all capacities to sign for and in the name of the undersigned the Company’s Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) and supplements thereto and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or any of them, may lawfully do or cause to be done by virtue thereof.  This Power of Attorney may be executed in one or more counterparts, each of which together shall constitute one and the same instrument.

Name	Title	Date
/s/ Paul T. Hanrahan	President, Chief Executive Officer	April 24, 2008
Paul T. Hanrahan	(Principal Executive Officer) and Director
/s/ Kristina M. Johnson	Director	April 24, 2008
Kristina M. Johnson
/s/ John A. Koskinen	Director	April 24, 2008
John A. Koskinen
/s/ Philip Lader	Director	April 24, 2008
Philip Lader
/s/ Sandra O. Moose	Director	April 24, 2008
Sandra O. Moose
/s/ Philip A. Odeen	Lead Independent Director and Chairman of the Board	April 24, 2008
Philip A. Odeen
	Director
Charles O. Rossotti
/s/ Sven Sandstrom	Director	April 24, 2008
Sven Sandstrom