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 to be sold by J.P. Morgan Securities Inc. is
increased by 12,000.
2) The number of TECONS to be sold by Worldwide Transactions
Limited is increased by 40.
None of such Selling Holders has a material relationship with AES
Trust II or The AES Corporation except as described in the Prospectus.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JUNE 5, 1998
