PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED March 27, 1998)
6,000,000 Securities
AES TRUST II
$2.75 Term Convertible Securities, Series B ("TECONS (SM)")
(Liquidation amount $50 per security) fully and unconditionally guaranteed by,
and convertible into Common Stock of,
THE AES CORPORATION
The Prospectus, dated March 27, 1998 (the "Prospectus"), relating
to the offering for resale of up to 6,000,000 $2.75 Term Convertible
Securities, Series B (the "TECONS"), liquidation preference $50 per
security, issued by AES Trust II, a statutory business trust created under
the laws of the State of Delaware, which were issued and sold in
transactions exempt from the registration requirements of the Securities
Act of 1933, as amended, is hereby supplemented as set forth below.
The table on pages 68 and 69 of the Prospectus (the "Table of
Selling Holders"), which sets forth information with respect to the Selling
Holders (as defined in the Prospectus) and the respective number of TECONS
beneficially owned by each Selling Holder that may be offered for resale
pursuant to the Prospectus is hereby supplemented as follows:
1) The number of TECONS owned by Donaldson, Lufkin & Jenrette
Securities Corporation is increased by 33,000.
2) The number of TECONS owned by Goldman, Sachs & Co. is increased by
37,500.
3) Allstate Insurance Company is added as a Selling Holder that owns
27,000 TECONS.
4) The Northwestern Mutual Life Insurance Company is added as a
Selling Holder that owns 300,000 shares (which includes 5,000 shares held
in The Northwestern Mutual Life Insurance Company Group Annuity Separate
Account)
5) BT Alex Brown is added as a Selling Holder that owns 145,000
TECONS.
None of such Selling Holders has a material relationship with AES Trust
II or The AES Corporation except as disclosed in the Prospectus.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS APRIL 9, 1998
