S-8

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

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 (State or other jurisdiction of incorporation or organization) 54-1163725 (I.R.S. Employer Identification Number)

1001 North 19th Street

Arlington, Virginia 22209

(Address of Principal Executive Offices)

Employees’ Thrift Plan

of Indianapolis Power & Light Company

(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 (Name and address, including zip code, and telephone number of agent for service) Copy to: John E. McGrady III, Esq. Buchanan Ingersoll PC One Oxford Centre 301 Grant Street, 20th Floor Pittsburgh, Pennsylvania 15219-1410 (412) 562-8800

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	1,000,000	(2)(3)(4)	$	7.73	$	7,730,000	$	979.39

(1) Pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the “Act”), 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 27, 2004.

(2) Shares of the registrant are issuable under the Employees’ Thrift Plan of Indianapolis Power & Light Company (the “Plan”) pursuant to the terms of the Agreement and Plan of Share Exchange between the registrant and IPALCO Enterprises, Inc., dated as of July 15, 2000.

(3) In addition, pursuant to Rule 416(c) under the Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan.

(4) 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 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, of the registrant (and plan interests) covered by the Employees’ Thrift Plan of Indianapolis Power & Light Company (the “Plan”) — the same classes of securities for which a registration statement on Form S-8 was previously filed and declared effective (“Registration No. 333-82306”) in connection with the Plan. The contents of Registration No. 333-82306 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 PC regarding legality of the securities being registered	Filed herewith.
5.2	IRS Determination Letter as to the Plan	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 PC	(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 of 1933, 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 30^th day of April, 2004.

THE AES CORPORATION
By:	/s/    JAY KLOOSTERBOER
Jay Kloosterboer, Vice President, Chief Human Resources Officer

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 30^th day of April, 2004.

SIGNATURE	TITLE
* Richard Darman	Chairman of the Board and Director
* Alice F. Emerson	Director
* Paul T. Hanrahan	President, Chief Executive Officer and Director (Principal Executive Officer)
* Kristina M. Johnson	Director
* John A. Koskinen	Director
* Philip Lader	Director
* John H. McArthur	Director
* Sandra O. Moose	Director
* Philip A. Odeen	Director
* Charles O. Rossotti	Director

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* Sven Sandstrom	Director
* Roger W. Sant	Director and Chairman Emeritus
/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 30^th day of April, 2004.

EMPLOYEES’ THRIFT PLAN OF INDIANAPOLIS POWER & LIGHT COMPANY
By:	/s/    EDWARD J. KUNZ
	Edward J. Kunz, on behalf of the Employees’ Pension & Benefits Committee, Indianapolis Power & Light Company,Plan Administrator

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EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
5.1	Opinion of Buchanan Ingersoll PC regarding legality of the securities being registered	Filed herewith.
5.2	IRS Determination Letter as to the Plan	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 PC	(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]

April 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 1,000,000 shares of the Corporation’s common stock (the “Common Stock”), pursuant to the terms of the Employees’ Thrift Plan of Indianapolis Power & Light Company (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-5.2

Exhibit 5.2

INTERNAL REVENUE SERVICE P.O. BOX 2508 CINCINNATI, OH 45201	DEPARTMENT OF THE TREASURY
Date:	Employer Identification Number:    35-0413620 DLN:    17007046032032
INDIANAPOLIS POWER & LIGHT COMPANY 25 MONUMENT CIRCLE INDIANAPOLIS, IN 46206	Person to Contact:    MICHAEL A. MEHL            ID #75900 Contact Telephone Number:    (877) 829-5500 Plan Name:    EMPLOYEES THRIFT PLAN OF INDIANAPOLIS POWER & LIGHT COMPANY Plan Number:    003

Dear Applicant:

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination is subject to your adoption of the proposed amendments submitted in your letter dated October 3, 2002. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b).

INDIANAPOLIS POWER & LIGHT COMPANY

This determination also applies to the proposed amendments dated November 4, 2002.

This letter considers the changes in qualifications requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.

This letter may not be relied on with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.

The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7452 for a free copy of the SPD card.

The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.

We have sent a copy of this letter to your representative as indicated in the power of attorney.

If you have any questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,

/s/    Paul T. Shultz        

Paul T. Shultz

Director,

Employee Plans Rulings & Agreements

Enclosures:

Publication 794

Addendum

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INDIANAPOLIS POWER & LIGHT COMPANY

This determination letter is also applicable for all members of the controlled group which have adopted the plan.

This determination letter is applicable for the amendments adopted on April 18, 1996; June 30, 1998; July 1, 1998; November 10, 1998; September 1, 1999; October 26, 1999; January 18, 2000; January 16, 2001; June 21, 2001 and February 7, 2002

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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 March 11, 2004 (March 12, 2004 as to Note 23) (which report expresses an unqualified opinion and includes an explanatory paragraphs relating to certain accounting changes), appearing in the Annual Report on Form 10-K of The AES Corporation for the year ended December 31, 2003, and of our report dated June 16, 2003, appearing in the Annual Report on Form 11-K of Indianapolis Power & Light Company Employees’ Thrift Plan for the year ended December 31, 2002.

DELOITTE & TOUCHE LLP

McLean, Virginia

April 27, 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 Form 10-K dated March 15, 2004, 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 Annual Report on Form 10-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 JAY KLOOSTERBOER 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 Employees’ Thrift Plan of Indianapolis Power & Light Company (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	April 26, 2004
/s/    ALICE F. EMERSON Alice F. Emerson	Director	April 23, 2004
/s/    PAUL T. HANRAHAN Paul T. Hanrahan	President, Chief Executive Officer and Director (Principal Executive Officer)	April 28, 2004
/s/    KRISTINA M. JOHNSON Kristina M. Johnson	Director	April 29, 2004
/s/    JOHN A. KOSKINEN John A. Koskinen	Director	April 28, 2004
/s/    PHILIP LADER Philip Lader	Director	April 29, 2004
/s/    JOHN H. MCARTHUR John H. McArthur	Director	April 28, 2004
/s/    SANDRA O. MOOSE Sandra O. Moose	Director	April 28, 2004

SIGNATURE	TITLE	DATE
/s/    PHILIP A. ODEEN Philip A. Odeen	Director	April 28, 2004
/s/    CHARLES O. ROSSOTTI Charles O. Rossotti	Director	April 28, 2004
/s/    SVEN SANDSTROM Sven Sandstrom	Director	April 28, 2004
/s/    ROGER W. SANT Roger W. Sant	Director and Chairman Emeritus	April 28, 2004
Barry J. Sharp	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)