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                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|

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

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)


New York                                                   13-5160382
(State of incorporation                                    (I.R.S. employer
if not a U.S. national bank)                               identification no.)

48 Wall Street, New York, N.Y.                             10286
(Address of principal executive offices)                   (Zip code)

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

                               THE AES CORPORATION
               (Exact name of obligor as specified in its charter)


Delaware                                                   54-1163725
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

1001 North 19th Street
Arlington, Virginia                                        22209
(Address of principal executive offices)                   (Zip code)

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

                      8 3/4% Senior Exchange Notes due 2007
                       (Title of the indenture securities)


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1.   General information. Furnish the following information as to the Trustee:

     (a)  Name and address of each examining or  supervising  authority to which
          it is subject.

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            Name                                        Address
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 Superintendent of Banks of the State of     2 Rector Street, New York,
 New York                                    N.Y.  10006, and Albany, N.Y. 12203

 Federal Reserve Bank of New York            33 Liberty Plaza, New York,
                                             N.Y.  10045

 Federal Deposit Insurance Corporation       Washington, D.C.  20429

 New York Clearing House Association         New York, New York   10005

         (b)      Whether it is authorized to exercise corporate trust powers.

         Yes.

2.   Affiliations with Obligor.

     If  the  obligor  is an  affiliate  of  the  trustee,  describe  each  such
     affiliation.

     None.

16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission,  are
     incorporated  herein by  reference as an exhibit  hereto,  pursuant to Rule
     7a-29  under the Trust  Indenture  Act of 1939  (the  "Act")  and 17 C.F.R.
     229.10(d).

     1.   A copy  of  the  Organization  Certificate  of The  Bank  of New  York
          (formerly  Irving Trust Company) as now in effect,  which contains the
          authority  to  commence  business  and a grant of powers  to  exercise
          corporate  trust  powers.  (Exhibit 1 to  Amendment  No. 1 to Form T-1
          filed with Registration  Statement No. 33-6215,  Exhibits 1a and 1b to
          Form T-1 filed with Registration  Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)


                                       -2-

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     6.   The  consent of the  Trustee  required  by Section  321(b) of the Act.
          (Exhibit  6  to  Form  T-1  filed  with  Registration   Statement  No.
          33-44051.)

     7.   A copy of the latest  report of  condition  of the  Trustee  published
          pursuant to law or to the requirements of its supervising or examining
          authority.




                                      -3-



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                                    SIGNATURE



     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation  organized  and existing  under the laws of the State of New York,
has duly caused this  statement of eligibility to be signed on its behalf by the
undersigned,  thereunto duly authorized,  all in The City of New York, and State
of New York, on the 6th day of August, 1997.


                                                     THE BANK OF NEW YORK



                                                     By:/s/ Walter N. Gitlin
                                                        ------------------------
                                                     Name:  Walter N. Gitlin
                                                     Title: Vice President



                                       -4-
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                                                                       Exhibit 7


                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK
                     of 48 Wall Street, New York, N.Y. 10286

     And  Foreign and  Domestic  Subsidiaries,  a member of the Federal  Reserve
System, at the close of business March 31, 1997,  published in accordance with a
call  made  by the  Federal  Reserve  Bank  of  this  District  pursuant  to the
provisions of the Federal Reserve Act.

                                          Dollar Amounts
                                            in Thousands
ASSETS                                    
Cash and balances due from depos-
  itory institutions:
  Noninterest-bearing balances and
  currency and coin ..................       $ 8,249,820
  Interest-bearing balances ..........         1,031,026
Securities:
  Held-to-maturity securities ........         1,118,463
  Available-for-sale securities ......         3,005,838
Federal funds sold and Securities pur-
chased under agreements to resell......        3,100,281
Loans and lease financing
  receivables:
  Loans and leases, net of unearned
    income .................                  32,895,077
  LESS: Allowance for loan and
    lease losses ..............                  633,877
  LESS: Allocated transfer risk
    reserve........................                  429
    Loans and leases, net of unearned
    income, allowance, and reserve            32,260,771
Assets held in trading accounts ......         1,715,214
Premises and fixed assets (including
  capitalized leases) ................           684,704
Other real estate owned ..............            21,738
Investments in unconsolidated
  subsidiaries and associated
  companies ..........................           195,761
Customers' liability to this bank on
  acceptances outstanding ............         1,152,899
Intangible assets ....................           683,503
Other assets .........................         1,526,113
                                             -----------
Total assets .........................       $54,746,131
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LIABILITIES
Deposits:
  In domestic offices ................       $25,614,961
  Noninterest-bearing ......                  10,564,652
  Interest-bearing .........                  15,050,309
  In foreign offices, Edge and
  Agreement subsidiaries, and IBFs ...        15,103,615
  Noninterest-bearing .........                  560,944



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  Interest-bearing .........                  14,542,671
Federal funds purchased and Securities
  sold under agreements to repurchase.         2,093,286
Demand notes issued to the U.S.
  Treasury ...........................           239,354
Trading liabilities ..................         1,399,064
Other borrowed money:
  With remaining maturity of one year
    or less ..........................         2,075,092
  With remaining maturity of more than
    one year .........................            20,679
Bank's liability on acceptances exe-
  cuted and outstanding ..............         1,160,012
Subordinated notes and debentures ....         1,014,400
Other liabilities ....................         1,840,245
                                             -----------
Total liabilities ....................        50,560,708
                                             -----------

EQUITY CAPITAL
Common stock ........................            942,284
Surplus .............................            731,319
Undivided profits and capital
  reserves ..........................          2,544,303
Net unrealized holding gains
  (losses) on available-for-sale
  securities ........................            (19,449)
Cumulative foreign currency transla-
  tion adjustments ..................            (13,034)
                                             -----------
Total equity capital ................          4,185,423
                                             -----------
Total liabilities and equity
  capital ...........................        $54,746,131
                                             ===========


      I,  Robert E.  Keilman,  Senior  Vice  President  and  Comptroller  of the
above-named  bank do hereby  declare  that this  Report  of  Condition  has been
prepared in conformance with the  instructions  issued by the Board of Governors
of the  Federal  Reserve  System  and is true to the  best of my  knowledge  and
belief.

                                                               Robert E. Keilman

      We, the undersigned directors, attest to the correctness of this Report of
Condition  and  declare  that it has been  examined by us and to the best of our
knowledge  and belief has been  prepared in  conformance  with the  instructions
issued by the Board of Governors of the Federal  Reserve  System and is true and
correct.

                       ---
      Alan R. Griffith    |
      J. Carter Bacot      -   Directors
      Thomas A. Renyi     |
                       ---



