


                                                                    EXHIBIT 99.3


                    INSTRUCTION TO REGISTERED HOLDER AND/OR
                 BOOK-ENTRY TRANSFER OF PARTICIPANT FROM OWNER
                                       OF
                              THE AES CORPORATION

                    8 3/8 Senior Subordinated Notes due 2007


TO REGISTERED HOLDER AND/OR PARTICIPANT OF THE BOOK-ENTRY TRANSFER FACILITY:


The undersigned  hereby acknowledges receipt of the Prospectus dated August,   ,
1997 (the  "Prospectus")  of The AES  Corporation,  a Delaware  corporation (the
"Company"),   and  the  accompanying  Letter  of  Transmittal  (the  "Letter  of
Transmittal"),  that  together  constitute  the Company's  offer (the  "Exchange
Offer").  Capitalized  terms used but not  defined  herein  have the  meaning as
ascribed to them in the Prospectus.


This will  instruct  you,  the  registered  holder  and/or  book-entry  transfer
facility  participant,  as to the  action  to be  taken by you  relating  to the
Exchange  Offer with respect to the Old Notes held by you for the account of the
undersigned.


The  aggregate  face  amount of the Old Notes held by you for the account of the
undersigned is (fill in amount):


$     of the 8 3/8% Senior Subordinated Notes due 2007


With respect to the Exchange Offer, the undersigned  hereby instructs you (check
appropriate box):


[ ]  To TENDER  the  following  Old  Notes  held by you for the  account  of the
     undersigned (insert principal amount of Old Notes to be tendered, (if any):


$     of the 8 3/8% Senior Subordinated Notes due 2007


[ ]  NOT to TENDER any Old Notes held by you for the account of the undersigned.


If the  undersigned  instructs  you to tender  the Old Notes held by you for the
account of the undersigned, it is understood that you are authorized to make, on
behalf of the undersigned (and the undersigned,  by its signature below,  hereby
makes to you),  the  representation  and  warranties  contained in the Letter of
Transmittal  that are to be made with respect to the undersigned as a beneficial
owner, including but not limited to the representations,  that (i) the New Notes
acquired  pursuant to the  Exchange  Offer are being  obtained  in the  ordinary
course of business of the undersigned, (ii) neither the undersigned nor any such
other person has an arrangement or understanding  with any person to participate
in the  distribution  of such  New  Notes,  (iii)  if the  undersigned  is not a
broker-dealer,  or is a broker-dealer but will not receive New Notes for its own
account in exchange for Old Notes,  neither the  undersigned  nor any such other
person is engaged in or intends to participate in the  distribution  of such New
Notes and (iv) neither the  undersigned nor any such person is an "affiliate" of
the Company  within the meaning of Rule 405 under the Securities Act of 1933, as
amended (the "Securities  Act"). If the undersigned is a broker-dealer  (whether
or not it is also an  "affiliate")  that  will  receive  New  Notes  for its own
account  in  exchange  for Old  Notes,  it  represents  that such old Notes were
acquired as a result of  market-making  activities or other trading  activities,
and it acknowledges  that it will deliver a prospectus  meeting the requirements
of the  Securities  Act in  connection  with any  resale of such New  Notes.  By
acknowledging  that it will deliver and by  delivering a prospectus  meeting the
requirements  of the  Securities  Act in connection  with any resale of such New
Notes, the undersigned is not deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.


                                   SIGN HERE
Name of beneficial owner(s): 
                             ---------------------------------------------------

Signature(s): ------------------------------------------------------------------

Name(s) (please print): 
                       ---------------------------------------------------------

Address: -----------------------------------------------------------------------

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Telephone Number: 
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Taxpayer Identification or Social Security Number: 
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Date: 
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