

                                                                    EXHIBIT 3.2
                            
                            CERTIFICATE OF AMENDMENT

                                       OF

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                               THE AES CORPORATION

                           (Pursuant to Section 242 of

                           the General Corporation Law

                            of the State of Delaware)


      The undersigned,  being the Chairman of the AES Corporation, a corporation
organized and existing under the laws of the State of Delaware, hereby certifies
as follows:


       1.  The  first  paragraph  of  Article  IV of the  Amended  and  Restated
Certificate of  Incorporation  of this  corporation is hereby amended to read in
its entirety as follows:

               Article  IV. 1. The total  number  of  shares of all  classes  of
          capital  stock that the  Corporation  is  authorized  to issue is five
          hundred fifty  million  (550,000,000),  of which five hundred  million
          (500,000,000)  shall be Common  Stock,  par value one cent ($0.01) per
          share,  and  fifty  million  (50,000,000)  shall be  Preferred  Stock,
          without par value. The  designations  and the powers,  preferences and
          rights  of  the   Common   Stock   and   Preferred   Stock,   and  the
          qualifications,  limitation or restriction thereof, are as provided in
          or pursuant to this Article IV.

       2. The aforesaid amendment has been duly approved by the Board of
Directors of this corporation and duly approved by a majority of the outstanding
stock entitled to vote thereon.

       3. The aforesaid  amendment  was duly adopted in accordance  with
Section 242 of the General Corporation Law of the State of Delaware.

       IN WITNESS  WHEREOF,  the undersigned has executed this certificate and
has caused this certificate to be attested by William R. Luraschi,  the
Secretary of this corporation, this 28th day of April 1997.


                              /s/ Roger W. Sant
                              Roger W. Sant
                              Chairman
                              The AES Corporation


ATTEST:



By:  /s/ William R. Luraschi
     William R. Luraschi
     Secretary

