AES CORPORATION
U-57/A, 1997-10-24
COGENERATION SERVICES & SMALL POWER PRODUCERS
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                       SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.

                                    FORM U-57

                              AMENDED AND RESTATED

                 NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS

                        Filed Under Section 33(a) of the
             Public Utility Holding Company Act of 1935, as amended

                             ELSTA B.V. & CO., C.V.
                       -----------------------------------

                        (Name of foreign utility company)


                               The AES Corporation
                               1001 N. 19th Street
                                   Suite 2000
                            Arlington, Virginia 22209

                       -----------------------------------

                   (Name of filing company, if filed on behalf
                          of a foreign utility company)


     The Commission is requested to mail copies of all  correspondence  relating
to this Notification to:

                  William R. Luraschi, Esq.
                  The AES Corporation
                  1001 N. 19th Street
                  Suite 2000
                  Arlington, Virginia  22209

                  Lynn N. Hargis
                  Chadbourne & Parke LLP
                  1200 New Hampshire Avenue, N.W.
                  Suite 300
                  Washington, D.C.  20036

<PAGE>

     This  notification  amends  and  restates,  in  its  entirety,  an  earlier
notification filed on February 23, 1996, by Destec Energy,  Inc. with respect to
ELSTA B.V. & CO., C.V.

Item 1

     The name of the entity claiming foreign utility status is Elsta B.V. & Co.,
C.V., a Netherlands limited partnership ("Elsta"), the business address of which
is Poelendaelesingel  10, NL-4335 JA Middelburg,  Netherlands.  Elsta will own a
facility that will be used for generating and transmitting/distributing electric
energy.  The  electric  energy  produced  at such  facility  will be sold to Dow
Benelux N.V., a Netherlands  subsidiary ("Dow") of The Dow Chemical Company. Any
electric  energy  not  sold  to Dow  will  be sold  at  wholesale  to two  Dutch
corporations,   N.V.  Delta  Nutsbedrijven   ("Deltan")  and  N.V.   Provinciale
Noordbrabantse  Energie Maatschappij  ("PNEM"). Set forth below is a description
of the  facilities to be owned by Elsta for the  generation,  transmission,  and
distribution of electric energy for sale:

     Elsta will cause the construction of, and own, a cogeneration facility (the
     "Facility") located next to Dow's chemical manufacturing site in Terneuzen,
     Netherlands.  The Facility  shall have a nominal 405  megawatts of electric
     capacity.   The  Facility's   design  consists  of  three  high  efficiency
     combustion  turbine generators with a nominal power output of 126 megawatts
     each. Each combustion  turbine  exhausts  through a heat recovery boiler to
     supply   steam   for  an   extraction/induction   full   condensing   steam
     turbine-generator  capable of producing an additional  nominal 90 megawatts
     of  electrical  energy and  providing a minimum of 350 metric  tons/hour of
     steam. The Facility will also include an associated 50 kV transmission line
     and related substation.

     Elsta B.V., a Netherlands  private limited  liability  company and the sole
general partner of Elsta (the "General Partner"),  having complete and exclusive
control over the management of Elsta,  owns a 1% partnership  interest in Elsta.
Terneuzen CoGen B.V., a Netherlands private limited liability company ("CoGen"),
owns a 49.5% limited partnership interest in Elsta, and Deltan and PNEM each own
a 24.75% limited partnership interest in Elsta. All of the voting stock of CoGen
is owned by AES Global Power Holdings B.V.  ("AES-GPH"),  a Netherlands  private
limited  liability  company.  All of the voting stock of AES-GPH is owned by The
AES Corporation,  a Delaware corporation.  In addition,  AES-GPH owns 50% of the
voting  stock of the  General  Partner,  and Deltan and PNEM each own 25% of the
voting stock of the General Partner.

Item 2

     None of the  companies  referenced  in Item 1 has  any  domestic  associate
public utility companies.

     No state commission certification is required under Section 33(a)(2) of the
Act in connection with this transaction.

                                    Signature

     The undersigned  company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.




                                   By: /s/ WILLIAM R. LURASCHI
                                      -------------------
                                      William R. Luraschi
                                      General Counsel
                                      The AES Corporation
                                      1001 N. 19th Street
                                      Arlington, Virginia  22209
                                      (703) 522-1315


Dated:     October 24, 1997


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