

                                                                    EXHIBIT 99.5


                               OFFER TO EXCHANGE
               8 3/8% SENIOR SUBORDINATED EXCHANGE NOTES DUE 2007
                          FOR ANY AND ALL OUTSTANDING
                    8 3/8% SENIOR SUBORDINATED NOTES DUE 2007
                                       OF
                              THE AES CORPORATION

To Registered Holders and Depository
Trust Company Participants:


We are enclosing herewith the material listed below relating to the offer by The
AES Corporation (the "Company"), a Delaware corporation,  to exchange its 8 3/8%
Senior  Exchange  Notes due 2007  (the "New  Notes"),  pursuant  to an  offering
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
for a like  principal  amount  of  its  issued  and  outstanding  8 3/8%  Senior
Subordinated  Notes due 2007 (the "Old Notes") upon the terms and subject to the
conditions set forth in the Company's Prospectus, dated August __, 1997, and the
related Letter of Transmittal (which together constitute the "Exchange Offer").


Enclosed herewith are copies of the following documents:

     1.   Prospectus dated August __, 1997;

     2.   Letter of Transmittal;

     3.   Notice of Guaranteed Delivery;

     4.   Instruction   to   Registered   Holder  and/or   Book-Entry   Transfer
          Participant from Owner; and

     5.   Letter  which may be sent to your  clients for whose  account you hold
          Old Notes in your name or in the name of your  nominee,  to  accompany
          the  instruction  form referred to above,  for obtaining such client's
          instruction with regard to the Exchange Offer.

WE URGE YOU TO CONTACT  YOUR CLIENTS  PROMPTLY.  PLEASE NOTE THAT THE OFFER WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER __, 1997, UNLESS EXTENDED.

The  Offer is not  conditioned  upon  any  minimum  number  of Old  Notes  being
tendered.

Pursuant to the Letter of  Transmittal,  each holder of Old Notes will represent
to the Company that (i) the New Notes  acquired in the Exchange  Offer are being
obtained in the  ordinary  course of business of the person  receiving  such New
Notes, whether or not such person is such holder, (ii) neither the holder of the
Old Notes 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 holder
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 holder nor any such other
person is  engaged in or intends to  participate  in a  distribution  of the New
Notes and (iv) neither the holder nor any such other person is an "affiliate" of
the Company  within the meaning of Rule 405 under the Securities Act of 1933, as
amended.  If the tendering holder is a broker-dealer that will receive New Notes
for its own account in exchange for Old Notes,  you will  represent on behalf of
such  broker-dealer  that the Old Notes to be  exchanged  for the New Notes were
acquired  by it  as a  result  of  market-making  activities  or  other  trading
activities, and acknowledge on behalf of such broker-dealer that it will deliver
a prospectus  meeting the  requirements of the 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 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 Act.


The  enclosed  Instruction  to  Registered  Holder  and/or  Book-Entry  Transfer
Participant from Owner contains an authorization by the beneficial owners of the
Old Notes for you to make the foregoing representations.


<PAGE>

The Company will not pay any fee or commission to any broker or dealer or to any
other  persons  (other  than  the  Exchange   Agent)  in  connection   with  the
solicitation of tenders of Old Notes pursuant to the Offer. The Company will pay
or cause to be paid any transfer  taxes  payable on the transfer of Old Notes to
it,  except as otherwise  provided in  Instruction  4 of the enclosed  Letter of
Transmittal.


Additional  copies of the enclosed material may be obtained from the Bank of New
York.



                                    Very truly yours,



                                    THE AES CORPORATION



NOTHING  CONTAINED HEREIN OR IN THE ENCLOSED  DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF THE AES CORPORATION OR THE BANK OF NEW YORK OR AUTHORIZE YOU TO USE ANY
DOCUMENT OR MAKE ANY  STATEMENT  ON THEIR  BEHALF IN  CONNECTION  WITH THE OFFER
OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.


