SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SANT ROGER W

(Last)

(First)

(Middle)

1001 N. 19TH STREET

SUITE 2000

(Street)

ARLINGTON

22209

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AES CORPORATION [ AES ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/09/2003		G		125,000	D	⁽¹⁾	13,449,306	I	Held by Victoria P.Sant Revocable Trust
Common Stock	12/10/2003		G		125,000	D	⁽¹⁾	12,823,628	I	Held by Roger W.Sant Revocable Trust
Common Stock	12/10/2003		G		185,000	D	⁽¹⁾	12,638,628	I	Held by Roger W.Sant Revocable Trust
Common Stock	12/10/2003		G		615,000	D	⁽¹⁾	12,023,628	I	Held by Roger W.Sant Revocable Trust
Common Stock	01/02/2004		S		30,000	D	$9.45	11,993,628	I	Held by Roger W.Sant Revocable Trust
Common Stock	01/02/2004		S		20,000	D	$9.46	11,973,628	I	Held by Roger W.Sant Revocable Trust
Common Stock	01/02/2004		S		10,000	D	$9.49	11,963,628	I	Held by Roger W.Sant Revocable Trust
Common Stock	01/05/2004		S		25,800	D	$9.55	11,937,828	I	Held by Roger W.Sant Revocable Trust
Common Stock	01/05/2004		S		3,400	D	$9.56	11,934,428	I	Held by Roger W.Sant Revocable Trust
Common Stock	01/05/2004		S		300	D	$9.57	11,934,128	I	Held by Roger W.Sant Revocable Trust
Common Stock	01/05/2004		S		7,800	D	$9.58	11,926,328	I	Held by Roger W.Sant Revocable Trust
Common Stock	01/05/2004		S		2,700	D	$9.6	11,923,628	I	Held by Roger W.Sant Revocable Trust
Common Stock								585,849	D
Common Stock								222,860	I	Held by Roger W. Sant IRA
Common Stock								259,484	I	Held by Victoria P. Sant IRA
Common Stock								35,000	I	Held by N. Street Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Deferred Units	⁽²⁾	12/31/2003		A		1,008.03		⁽³⁾⁽⁴⁾⁽⁵⁾	⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	1,008.03	$8.432	11,225.55	I	Director Deferred Units

Explanation of Responses:

1. By gift for no value.

2. 1-for-1.

3. The Deferred Compensation Plan for Directors provides that as soon as practicable after the end of the calendar quarter following the date that director ceases to be a director (hereinafter, "retirement"), the Company shall issue (the "Initial Distribution") to such director one-fifth (20.00%) of that number of shares of common stock equal to the whole number of stock units in such director's stock unit account determined as of the close of the calendar quarter in which the director ceased to be a director; on the first, second and third anniversary of the Initial Distribution, the Company shall issue to such director the same number of shares of common stock distributed in connection with the Initial Distribution.

4. As soon as practicable after the fourth anniversary of the Initial Distribution, the Company shall (i) issue to such director the balance of that number of shares of common stock equal to the whole number of stock units in such director's stock unit account as of such anniversary date and (ii) distribute cash equal to any fractional stock units remaining in such account multiplied by the fair market value of the common stock as of such fourth anniversary date.

5. A director may elect to receive the common stock represented by the stock units in such director's stock unit account in a single payment on such date as the Non-Employee Director may specify or in annual installments (not to exceed ten) beginning after retirement from the board of directors by written notification to the Company of such elected payment option and may modify any such election by a subsequent written notification to the Company; provided, however, that the Company shall be required to give effect to any such written notification only if submitted to the Company no fewer than twelve months prior to such director's retirement from the board of directors.

Remarks:

	Joshua C. LaGrange, Attorney-in-Fact for Roger W. Sant	01/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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