EXHIBIT  10.19

                             ASSIGNMENT OF MORTGAGE

                  THIS ASSIGNMENT OF MORTGAGE (this "ASSIGNMENT") dated as of
March 1, 2000, made by AES RED OAK, L.L.C., a Delaware limited liability company
having an address at c/o The AES Corporation, 1001 North 19th Street, Arlington,
Virginia 22209 ("ASSIGNOR") in favor of THE BANK OF NEW YORK, a bank organized
and existing under the laws of the State of New York and having an address 101
Barclay Street, Floor 21W, New York, New York 10286, not individually, but
solely in its capacity as Collateral Agent for the benefit of and on behalf of
the Senior Parties (as such term is defined in the Collateral Agency Agreement)
under that certain Collateral Agency Agreement dated as of March 1, 2000 between
Assignor, The Bank of New York, as Trustee, Dresdner Bank AG, acting through its
New York Branch, as DSR LOC Provider (as defined therein), Dresdner Bank AG,
acting through its New York Branch, as PPA LOC Provider (as defined therein),
Dresdner Bank AG acting through its New York Branch, as Working Capital Provider
(as defined therein), and The Bank of New York, as Depository Bank ("ASSIGNEE").

                  KNOW, THAT Assignor, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by Assignee, hereby
assigns unto Assignee all of the Assignor's right, title and interest in and to
the mortgage described in EXHIBIT A annexed hereto and made a part hereof
together with the note and obligation secured thereby.

                  TO HAVE AND TO HOLD the same unto Assignee and to Assignee's
successors, legal representatives and assigns forever.

                  IN WITNESS WHEREOF, Assignor has duly executed this Assignment
as of the date and year first above written.

                                       ASSIGNOR:

                                       AES RED OAK, L.L.C.

                                       By:   /s/ Louis J. Anatrella
                                             -----------------------------
                                             Name: Louis J. Anatrella
                                             Title:   Vice President





                            CORPORATE ACKNOWLEDGMENT

DISTRICT                       )
OF                             )  ss
COLUMBIA                       )


         On this 15th of March, 2000, before me, the undersigned, a notary
public in and for the District of Columbia, personally appeared Louis J.
Anatrella, the Vice President of AES Red Oak, L.L.C., a Delaware limited
liability company, the company named in the foregoing instrument, who, I am
satisfied, is the person who signed the within instrument, and that he is such
Vice President of the company, being authorized by virtue of a resolution of the
limited liability company, executed the foregoing instrument by signing the name
of such Company by himself as Vice President of the company and acknowledges
same as his voluntary act and deed, the voluntary act and deed of said limited
liability company for the purposes therein contained.

                                        Witness my hand and official seal.

                                        /s/ Regina L. Aikens
                                        ---------------------------------------
                                        Signature:

                                                                        (SEAL)

                                        Regina L. Aikens
                                        Notary Public, District of Columbia
                                        My Commission Expires:  4-1-02



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                                    EXHIBIT A

Mortgage, Security Agreement and Assignment of Leases and Income in the original
principal amount of $40,000,000, dated as of March 1, 2000, made by AES Red Oak
Urban Renewal Corporation in favor of AES Red Oak, L.L.C., recorded immediately
prior to the recordation of this Assignment in the Office of the Clerk of
Middlesex County in Mortgage Book __________ page __________.


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