S-8

As filed with the Securities and Exchange Commission on June 19, 2006

UNITED STATES

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)

4300 Wilson Boulevard, Suite 1100

Arlington, Virginia 22203

(Address of principal executive offices)

Employees’ Thrift Plan of

Indianapolis Power & Light Company

(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 (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, 20^th 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	2,000,000	(2)(3)(4)	$	17.55	$	35,100,000.00	$	3,755.70

(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 June 16, 2006.

(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 registration statements on Form S-8 were previously filed and declared effective (Registration No. 333-82306 and Registration No. 333-115028) in connection with the Plan. The contents of Registration No. 333-82306 and Registration No. 333-115028 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.
23.1	Independent Auditors’ Consent	Filed herewith.
23.3	Consent of Buchanan Ingersoll PC	(included in its opinion filed as Exhibit 5.1 hereto)
24.1	Power of Attorney	(included on signature page to this Registration Statement)

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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 19th day of June, 2006.

THE AES CORPORATION
By:	/s/ Jay L. Kloosterboer Jay L. Kloosterboer Executive Vice President, Business Excellence

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Paul T. Hanrahan, Victoria D. Harker and Jay Kloosterboer, and each of them, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments to this Registration Statement) 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 agents, 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 and agent or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

SIGNATURE	DATE	CAPACITY
/s/ Richard Darman Richard Darman	6/16/2006	Chairman of the Board and Director
/s/ Paul T. Hanrahan Paul T. Hanrahan, President and Chief Executive Officer	6/16/2006	Principal Executive Officer and Director
/s/ Victoria D. Harker Victoria D. Harker, Executive Vice President and Chief Financial Officer	6/16/2006	Principal Financial and Accounting Officer
/s/ Kristina M. Johnson Kristina M. Johnson	6/16/2006	Director

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/s/ John A. Koskinen John A. Koskinen	6/16/2006	Director
/s/ Philip Lader Philip Lader	6/16/2006	Director
/s/ John H. McArthur John H. McArthur	6/16/2006	Director
/s/ Sandra O. Moose Sandra O. Moose	6/16/2006	Director
/s/ Philip A. Odeen Philip A. Odeen	6/16/2006	Director
/s/ Charles O. Rossotti Charles O. Rossotti	6/16/2006	Director
/s/ Sven Sandstrom Sven Sandstrom	6/16/2006	Director

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 19^th day of June, 2006.

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.
23.1	Independent Auditors’ Consent	Filed herewith.
23.3	Consent of Buchanan Ingersoll PC	(included in its opinion filed as Exhibit 5.1 hereto)
24.1	Power of Attorney	(included on signature page to this Registration Statement)

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EX-5.1

Exhibit 5.1

Buchanan Ingersoll PC

ATTORNEYS

One Oxford Centre

301 Grant Street, 20th Floor

Pittsburgh, PA 15219-1410

T 412 562 8800

F 412 562 1041

www.buchananingersoll.com

June 19, 2006

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 Two Million (2,000,000) 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
	Ronald Basso

Domestic Offices  ::  Pennsylvania  ::  New York  ::  Washington, DC  ::  Florida  ::  New Jersey  ::  Delaware  ::  California

EX-23.1

Exhibit 23.1

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements and financial statement schedules of The AES Corporation (which report expresses an unqualified opinion and includes explanatory paragraphs relating to certain accounting changes and an explanatory paragraph relating to the restatement described in Note 1), and management’s report of the effectiveness of internal control over financial reporting (which report expresses an unqualified opinion on management’s assessment and an adverse opinion on the effectiveness of internal control over financial reporting because of multiple material weaknesses) dated April 4, 2006, appearing in the Annual Report on Form 10-K of The AES Corporation for the year ended December 31, 2005, and of our report dated June 29, 2005, appearing in the Annual Report on Form 11-K of Employees’ Thrift Plan of Indianapolis Power & Light Company for the year ended December 31, 2004.

/s/ Deloitte & Touche LLP

McLean, Virginia

June 19, 2006