**UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM10-K/A**

 

**(Amendment No. 1 to Form 10-K)**

 

**ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31,2004**

**Commission file number 333-89725**

 

**AESEastern Energy, L.P.**

(Exact name ofregistrant as specified in its charter)

 
| **Delaware**                                                                     | ** ** | **54-1920088**                        |
|----------------------------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization)                 |       | (I.R.S. Employer  Identification No.) |
|                                                                             |       |                                  |
| **4300 Wilson Boulevard  Arlington, Virginia**                                   | ** ** | **22203**                             |
| (Address of principal  executive offices)                                        |       | (Zip Code)                            |
|                                                                             |       |                                  |
| Registrant’s telephone  number, including area code:  **703-522-1315** |
|                                                                             |       |                                  |
| Securities registered  pursuant to Section 12(b) of the Act:  **None** |
| Securities registered  pursuant to Section 12(g) of the Act:  **None** |
|                                                                             |
| (Title of each class)                                                            |

 

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Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.

 

Yes  ý  No  o

 

Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in PartIII of this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant isan accelerated filer (as defined in Rule 12b-2 of the Act).

 

Yes  o  No  ý

 

State the aggregate market value of the votingand non-voting common equity held by non-affiliates computed by reference tothe price at which the common equity was last sold, or the average bid andasked price of such common equity, as of the last business day of theregistrant’s most recently completed second fiscal quarter: $0

 

Registrant is a wholly owned subsidiary of TheAES Corporation. Registrant meets the conditions set forth in GeneralInstruction I(1)(a) and (b) of Form 10-K and is filing this Annual Report onForm 10-K with the reduced disclosure format authorized by General InstructionI.

 

DOCUMENTS INCORPORATEDBY REFERENCE

 

None

 

 

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Thesole purpose of this Amendment No. 1 is to supply Exhibit 10.25, which wasinadvertently omitted when the Annual Report on 10-K was filed on March 31,2005.

 

**SIGNATURES**

 

Pursuant to the requirements of Section 13or 15(d) of the Securities Exchange Act of 1934, as amended, AES EasternEnergy, L.P. has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

Date:  April 12, 2005

 
|   | AES  EASTERN ENERGY, L.P. |
|--------|---------------------------|
|   | By:                       | AES  NY, L.L.C., as General Partner |
|   |                      |   |
|   | By:                       | /s/  Dan Rothaupt |   |
|   |                      | Dan  Rothaupt |
|   |                      | President |

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, as amended, this report has been signed below by thefollowing persons in the capacities and on the dates indicated.

 
| **Signature**       | ** ** | **Title**                               | ** ** | **Date**            |
|---------------------|------------|-----------------------------------------|------------|---------------------|
|                |       |                                    |       |                |
| /s/  Dan Rothaupt   |       | President  (chief executive officer)    |       | April 12, 2005 |
| Dan  Rothaupt       |       | and  Class A Director of AES NY, L.L.C. |       |                |
|                |       |                                    |       |                |
| /s/  Kevin Pierce   |       | Class  A Director of AES NY, L.L.C.     |       | April 12, 2005 |
| Kevin  Pierce       |       |                                    |       |                |
|                |       |                                    |       |                |
| /s/  Edward Convery |       | Class  A Director of AES NY, L.L.C.     |       | April 12, 2005 |
| Edward  Convery     |       |                                    |       |                |
|                |       |                                    |       |                |
| /s/  Amy Conley     |       | Vice  President and Treasurer           |       | April 12, 2005 |
| Amy  Conley         |       | (principal  financial officer)          |       |                |
|                |       | of  AES NY, L.L.C.                      |       |                |

 

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