S-8

As filed with the Securities and Exchange Commission on January 30, 2004

Registration No.             

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

1001 North 19th Street

Arlington, Virginia 22209

(Address of Principal Executive Offices)

The AES Corporation

Profit Sharing and Stock Ownership 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	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
(Name and address, including zip code, and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Share (1)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $0.01	15,000,000	(2)(3)	$	10.53	$	157,950,000	$	20,012.27

(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 January 28, 2004.

(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 Corporation Profit Sharing and Stock Ownership 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 4.

STATEMENT

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 (and plan interests) covered by The AES Corporation Profit Sharing and Stock Ownership Plan (the “Plan”) — the same classes of securities for which a registration statement on Form S-8 was previously filed and declared effective (“Registration No. 333-97707”) in connection with the Plan. The contents of Registration No. 333-97707 are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit No.	Description	Method of Filing
5.1	Opinion of Buchanan Ingersoll Professional Corporation regarding legality of the securities being registered	Filed herewith.
23.1	Independent Auditors’ Consent	Filed herewith.
23.2	Notice regarding Consent of Independent Auditors pursuant to Rule 437a	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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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 7^th day of January, 2004.

THE AES CORPORATION
By:	/s/  William R. Luraschi
William R. Luraschi,
Executive Vice President

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 7^th day of January, 2004.

SIGNATURE	TITLE
* Richard Darman	Chairman of the Board and Director
* Paul T. Hanrahan	President, Chief Executive Officer and Director (Principal Executive Officer)
* Roger W. Sant	Director
* Alice F. Emerson	Director
* Robert F. Hemphill, Jr.	Director
* Philip Lader	Director
* John H. McArthur	Director
* Philip A. Odeen	Director
* Charles O. Rossotti	Director
* Sven Sandstrom	Director

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/s/  Barry J. Sharp Barry J. Sharp Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

*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 7^th day of January, 2004.

THE AES CORPORATION PROFIT SHARING
AND STOCK OWNERSHIP PLAN
By:	/s/  Laura F. Cramer
	Laura F. Cramer,
	on behalf of the
	Plan Administrator

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EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
5.1	Opinion of Buchanan Ingersoll Professional Corporation regarding legality of the securities being registered	Filed herewith.
23.1	Independent Auditors’ Consent	Filed herewith.
23.2	Notice regarding Consent of Independent Auditors pursuant to Rule 437a	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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EX-5.1

Exhibit 5.1

[BUCHANAN INGERSOLL PC LETTERHEAD]

January 30, 2004

Board of Directors

The AES Corporation

1001 North 19th Street

Arlington, Virginia 22209

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 15,000,000 shares of the Corporation’s common stock (the “Common Stock”), pursuant to the terms of The AES Corporation Profit Sharing and Stock Ownership Plan (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 Registration Statement shall have been declared effective by order of the Securities and Exchange Commission and 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.

Very truly yours,
BUCHANAN INGERSOLL PC
By:	/s/ Ronald Basso

EX-23.1

Exhibit 23.1

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in this Registration Statement of The AES Corporation on Form S-8 of our report dated February 12, 2003 (October 28, 2003 as to Note 4, March 21, 2003 as to Note 9 and October 31, 2003 as to Note 11)(which report expresses an unqualified opinion and includes an explanatory paragraph relating to certain accounting changes) appearing in the Current Report on Form 8-K of The AES Corporation dated November 21, 2003.

DELOITTE & TOUCHE LLP

McLean, Virginia

January 30, 2004

EX-23.2

Exhibit 23.2

NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

The AES Corporation’s 87% owned subsidiary C.A. la Electricidad de Caracas and Corporacion EDC, C.A. and its subsidiaries (“EDC”) dismissed Porta, Cachafeiro, Laria y Asociados (“Porta”), a foreign affiliate of Arthur Andersen LLP (“Arthur Andersen”), as its independent auditors, effective December 20, 2002. For additional information, see The AES Corporation’s Current Report on Form 8-K dated December 20, 2002. After reasonable efforts, The AES Corporation has been unable to obtain Porta’s written consent to the inclusion of Porta’s accountant’s report on the financial position and results of operations of EDC as of December 31, 2001 and 2000 and the results of EDC’s operations and cash flows for the year ended December 31, 2001 and the period from June 1 through December 31, 2000, in The AES Corporation’s Annual Report on Current Report on Form 8-K for the event dated June 13, 2003, which is incorporated by reference in this Registration Statement. Under these circumstances, Rule 437a under the Securities Act permits The AES Corporation to file this Registration Statement without Porta’s written consent. Because Porta has not consented to the inclusion of its report in the above-referenced Current Report on Form 8-K, which is incorporated by reference in this registration statement, you may have no effective remedy against Porta under Section 11 of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Porta, or any omissions to state a material fact required to be stated therein. In addition, the ability of Porta to satisfy any claims (including claims arising from its provision of auditing and other services to EDC) may be limited as a practical matter due to the recent events regarding Arthur Andersen and Porta, as its foreign affiliate.

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below, acting in the capacity or capacities stated opposite their respective names, hereby constitute and appoint PAUL T. HANRAHAN, BARRY J. SHARP and WILLIAM R. LURASCHI and each of them severally, such persons true and lawful attorneys-in-fact with full power to them and each of them to approve and sign for and in the name of the undersigned in the capacities indicated below the Registration Statement relating to the plan interests and shares of Common Stock, par value $.01 per share, of The AES Corporation, a Delaware corporation, issuable or deliverable under The AES Corporation Profit Sharing and Stock Ownership Plan (the “Plan”), any and all exhibits, amendments and supplements thereto, and any other documents necessary, appropriate or desirable in connection therewith, and to file the same and to do and perform each and every act and thing necessary, appropriate or desirable in connection therewith, and to file the same and to do and perform each and every act and thing necessary, appropriate or desirable in connection therewith.

This Power of Attorney may be executed in one or more counterparts, each of which together shall constitute one and the same instrument.

SIGNATURE	TITLE	DATE
/s/  Richard Darman Richard Darman	Chairman of the Board and Director	12/12/03
/s/  Paul T. Hanrahan Paul T. Hanrahan	President, Chief Executive Officer and Director (Principal Executive Officer)	12/12/03
/s/  Roger W. Sant Roger W. Sant	Director	12/12/03
/s/  Alice F. Emerson Alice F. Emerson	Director	12/10/03
/s/  Robert F. Hemphill, Jr. Robert F. Hemphill, Jr.	Director	12/12/03
/s/  Philip Lader Philip Lader	Director	12/12/03
/s/  John H. McArthur John H. McArthur	Director	12/12/03
/s/  Philip A. Odeen Philip A. Odeen	Director	12/12/03

/s/  Charles O. Rossotti Charles O. Rossotti	Director	12/11/03
/s/  Sven Sandstrom Sven Sandstrom	Director	12/12/03
/s/  Barry J. Sharp Barry J. Sharp	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	12/12/03