Exhibit 1.1  BYLAWS  AES Gener S.A.  First Heading:
  Name, Address, Duration and
  ObjectiveFirst Article
  A
  Corporation is established with the trade name AES Gener S.A. for all legal
  purposes. This Corporation will be governed by the present bylaws and, in the
  silence of these, for all legal requirements and regulations that are
  applicable to this society.Second Article
  The
  Legal Address of the Corporation will be the city of Santiago, municipality
  of the same name, allowing it to establish agencies or branches in other
  areas of the country or overseas.Third Article
  The
  duration of the Corporation will be indefinite.Fourth Article
  The
  Corporation will have the following objectives: The exploitation of the
  generation, transmission, purchase, distribution, and sale of electric energy
  or of any other nature. The sale, extraction, exploitation, processing,
  distribution, commercialization, and sale of solid, liquid, and gaseous
  combustibles, the sale and rendering engineering services for maintenance and
  machine shops projects. The rendering of port and pier services through a
  subsidiary company or associated in which the company holds a minority
  ownership interest, the rendering of port services, exploitation of piers,
  cargo terminal, stores, storage facilities, and whatever class of ships
  whether owned by the company or belonging to third parties, in their all
  forms, to act as a ship owner and shipping agent in any of the forms
  contemplated by law, the transportation of cargo in whatever form or nature,
  be it national or international, maritime or by land, multi-modal or other,
  the obtainment, transfer, purchase, renting, pledging, and in general,
  exploitation in whatever form, the concessions that are referred to in the
  General Law of Electrical Services, the maritime concessions and the water
  utilization rights of any  
   nature;
  the investment in property, furniture and real estate; and the organization
  and construction of companies of any nature, whether they be of the
  subsidiary type, associated or not associated, whose objectives would be
  related to with energy in any of its forms or the supplying of public
  services or those which are principally in the supplying of electric energy,
  or even those that correspond to whatever of these activities defined before.
  In order to comply with this final objective the Corporation can: a)
  administer the investment that it makes in each of the companies that it
  creates or in those in which it makes a contribution, b) propose to the
  companies that it creates or those in which it makes contributions, the
  policies of: investment, financing, and commercialization, of which those
  will be submitted for the approval of the Stock Holders Meeting, as well as
  the accounting systems and criteria that said societies must adhere to, c)
  supervise and coordinate the management of the companies that it creates and
  those in which it makes contributions, d) provide to the companies that it
  creates or those in which it makes a contribution, with management or
  accounting services, consulting in: financial, commercial, technical, and
  legal areas, and in general the services of whatever nature that appear as
  necessary for its better performance.In
  the event of creating companies by making contributions of assets directly
  related with the generation of electricity, the corporation will maintain at
  least 51 per cent of the ownership in said companies.SECOND HEADING:
  Capital and Stock SharesFifth Article
  The capital of the company is 963,767,135,280 pesos divided in
  8,779,947,241 shares from one series and without nominal value, which are
  subscribed and paid as indicated in article first transitory.Sixth Article
  The
  stock shares will be registered and their subscription must be recorded in
  writing in the form that is determined in the legal requirements and  
   regulations
  in force. The transfer and transmission will be done in conformity with said
  requirements.Seventh Article
  The
  Corporation will not recognize fractions of stock shares. In the case that
  one or more stock shares belong to several persons, the co-owners will be
  obligated to designate a representative who will act before the Corporation.Eighth Article
  The
  unpaid balances of subscribed and unpaid stock shares, will be readjusted in
  the same proportion in which the value of the Unidad de Fomento, U.F
  varies.Ninth Article
  The
  stock holders are only responsible for the payment of their stock shares and
  are not obligated to return to the company fund the amounts that they may have
  received on the authority of the gain. In the case of a transfer of stock
  shares subscribed but not paid, the transferor will respond only with the
  transferee, the payment of the  value,
  duly recorded in the certificate of title, the payment conditions of the
  action.Tenth Article
  The
  individual agreements between the stock holders relative to the cession of
  stock shares, will be deposited in the Corporation and will be at the
  disposition of the other stock holders and interested third parties, and a reference
  will be made in relation to them in the Registry of Stock Holders. If these
  agreements are not performed in this way, such agreements will be taken as
  unwritten.Eleventh Article
  The
  Registry of Stockholders, mentions that must be contained in the stock
  certificates and the procedure in case of destruction or loss of certificates
  will have to comply with the pertinent legal rules and regulations.  
   THIRD HEADING:
  The AdministrationTwelfth Article
  The
  Corporation will be administered by a Board of Directors composed of seven
  regular and seven alternate Directors, all re-electable, who can or can not
  be stock  holders of the Corporation.Thirteenth Article
  The
  members of the Board of Directors will be elected in the Ordinary General Stock
  Holders Meeting.  The Board of
  Directors will last a period of three years, at which time they must be
  totally renovated or re-elected.Fourteenth Article
  The
  meetings of the Board of Directors shall constitute with the absolute
  majority of the directors and the agreements shall be reached by absolute
  majority of the directors present with righting votes. In the event of a tie,
  the vote of the person chairing the meeting shall decide. The agreements on
  the transactions (a) referred to in article 44 of the act of stock
  corporations and (b) subscribed by the company, directly or through another
  entity member of its holding, with related parties but not affiliates, shall
  be adopted with the vote of at least a director member of the Committee of
  Directors referred to in article 50 bis of the act on stock corporations
  and independent of the controlling shareholders according to such article, if
  applicable. Under no circumstance, the company may or allow its subsidiaries
  to grant loans to the shareholder controlling the company or the persons
  related to it that are not affiliates of the company.Fifteenth Article
  The
  Board of Directors will meet al least one time a month and at each time that
  the corporate interests require it. 
  There will be ordinary and extraordinary sessions. In relation to the
  first type, these will be performed on the dates pre-established for the same
  Board of Directors.  In relation to
  the second type,  these will be
  realized when summoned by the President himself or at the petition of one or
  more of the Directors.  In the
  extraordinary sessions only the issues of those matters that are specifically
  pointed out in the notice of the meeting may be dealt with.  In the first meeting after the General
  Stockholders' Meeting in which their election has taken place, the Board of  
   Directors
  will elect a President from among themselves, who will also serve as the
  President of the Corporation.Sixteenth Article
  The
  members of the Board of Directors will not be paid.Seventeenth Article
  The
  Board of Directors of the Corporation will represent the Corporation in
  judicial and non-judicial actions in the fulfillment of the Corporate
  Purpose, which is not necessary to justify before third parties, it is
  conferred all the administrative powers and requirements that the Law or the
  Bylaws do not establish as privative to the General Stock Holders Assembly,
  without being necessary give to any special power, even for those acts or
  contracts in respect to which laws demand this circumstance. The before
  mentioned does not obstruct the judicial representation that is competition
  of the General Manager. The Board of Directors can delegate part of their
  powers to the General Manager, Managers and Lawyers of the Corporation, one
  Director, or in a commission of Directors, and for specially determined
  objectives, other persons.Eighteenth Article
  The
  Corporation will have a General Manager, that will be designated by the Board
  of Directors and who will have all the power as a commercial agent and all
  those which are expressly given to him by the Board of Directors.  The position of General Manager is
  incompatible with that of the President, Director, Auditor or Accountant of
  the Corporation.FOURTH HEADING:
  THE MEETINGSNineteenth Article
  The
  stockholders will meet in Ordinary and Extraordinary meetings. The first
  category will be done once a year within the four month period following the
  General Balance in order to decide in respect to the matters proper to their
  knowledge, without being necessary to point them out in the respective
  notification of a meeting. The second type of meeting may be done during
  whatever time, when it is demanded by the corporate necessities, in respect
  to whatever subject that the law or these bylaws make known to the
  Stockholders' Meetings and provided  
   when
  such matters are pointed out in the corresponding citation. The citations to
  the Ordinary or Extraordinary meetings will not be necessary when in the
  respective assembly there are represented the total of all the stock shares
  validly emitted. When a Extraordinary meeting must decide over matters
  pertaining to an Ordinary Meeting, its function and agreements will be
  subject to the pertinent applicable quorums of this last case of meetings.Twentieth Article
  Matters
  of the Ordinary Meeting are: FIRST) The examination of the situation of the
  Corporation, the reports of the Account Inspectors and External Auditors, and
  the approval or rejection of the Annual Report, Balance, Financial Statements
  and Financial demonstrations presented by the administrator or inspectors of
  the Corporation SECOND) The distribution of profits for each period and,
  especially, the distribution of dividends THIRD) The election or renewal of
  the members of the Board of Directors of the liquidators and of the
  inspectors of the administration and FOURTH) In general, whatever subject of
  interest to the Corporation that does not pertain to the Extraordinary
  meeting. The Ordinary meetings must annually appoint independent external auditors
  with the objective of examining the accounting, inventory, balance, and other
  financial statements, duly informing, in writing to the next Ordinary meeting
  concerning the performance of their term in office.Twenty-first  Article
  The
  following are matters of the Extraordinary Stockholders' Meeting: First) The
  dissolution of the Corporation, Second) The transformation, fusion or
  division of the Corporation and the reform of its bylaws, Third) The emission
  of bonuses and debentures convertible in stock shares, Fourth) The alienation
  of the assets of the Corporation in the terms of Article 67 of the
  Corporations Law or of the 50% or more of its liabilities, Fifth) The grant
  of real or personal guarantees in order to pledge third party obligations and
  Sixth) All the other matters which by 
  law or bylaws correspond to its awareness or to the Extraordinary
  Stockholders' Meetings competition. The matters  
   referred
  to in numbers First), Second), Third), and Fourth) can only be decided on at
  a stock holders meeting held in the presence 
  of a public notary who will have to certify that the minutes of the
  meeting are accurate.Twenty-second Article
  The
  Stockholders' Meetings will be called by the Board of Directors of the
  Corporation and the call will be done in the form of a highlighted
  announcement which will be published at least three times in different days,
  in the newspapers designated by the Stockholders' meeting. Besides, an
  announcement will have to be mailed to each stockholder with a minimum
  advance notice of fifteen days before the date of the celebration of the
  meeting. The announcement will have to make a reference to the matters to be
  discussed in the meeting. The omission of this obligation will not affect the
  validity of the call, though the Directors, liquidators, and Managers of the
  infringing corporation will respond for the damage that their action may
  cause to the stockholders, notwithstanding the administrative penalties that
  the Superintendency of Securities and Insurance (Superintendencia de
  Valores y Seguros) may apply. However, all the meetings with the attendance
  of the totality of those stockholders with voting rights could be carried
  out, even though the formality for their respective calls would not have been
  accomplished. The celebration of any meeting will have to be communicated to
  the Superintendency of Securities and Insurance(Superintendencia  de Valores y Seguros) with an advance
  warning of no less than fifteen days.Twenty-third Article
  Shareholders
  Meetings will be held in the first call with the absolute majority of the
  issued shares with voting rights, and in the second call with those present
  or represented, no matter their number, and resolutions will be passed with
  the affirmative vote of the absolute majority of the shares present or
  represented with voting rights, unless the Law or by-laws require a superior
  quorum. The announcements for a second meeting will only be published if the
  first meeting has failed, and in any case, the new meeting will have to be  
   held
  within the forty-five day period following the date fixed for the first
  meeting.The
  meeting will be chaired by the Chairman of the Board of Directors or the
  person who substitutes him and will act as a Secretary the person holding such
  position, when there is one, or the Manager, in his absence.Twenty fourth Article
  The
  agreements on the (1) approval of transactions to which article 44 of
  the act on stock corporations refers in those cases in which they must be
  approved by extraordinary shareholders meetings, (2) approval of
  contributions and estimate of non-cash assets,  (3) modification of the powers reserved for the shareholders
  assembly or the limitations to the powers of the Board, (4) increase or
  decrease of the number of members of the board of directors of the company
  and (5) modification of article 14, this article 24 and paragraphs
  second and following of article 30 shall require the vote of eighty-five
  percent (85%) of the shares issued with voting rights.Twenty-fifth Article
  The
  only people allowed to participate in the Meetings and exercise their right
  to vote and speak are, the stock owners of the stock shares inscribed in the
  Stockholders' Registry with five work days of anticipation to the one in
  which the meeting will be held. The stock owners with no voting rights, and
  the members of the Board of Directors and the Managers who are not stock
  holders, will be able to participate in the General Meeting with the right to
  speak.Twenty-sixth Article
  The
  stockholders can be represented in the Meetings by another person, even if he
  is not a stockholder. The representation will have to be stated in writing,
  for the total of the stock shares for which the owner is a holder as of the
  date designated in the preceding article.Twenty-seventh Article
  The
  stockholders shall have one voting right per share owned or represented,
  being able to accumulate or distribute the votes as they may determine.  
   FIFTH HEADING:
  Balance, Founds and Profits.Twenty-eighth Article
  As
  of the thirty-first of December of every year, a General Balance of the
  Corporations operations will be done which the Board of Directors will
  present before the Ordinary Stockholders' Meeting,  accompanied by a reasoned annual report about the Corporations
  situation and the state of profits and losses and a report from the Account
  Inspectors and External Auditors.Twenty-ninth Article
  On
  a date no later than the one of the first call for an Ordinary Stockholders'
  Meeting, the Board of Directors is entitled to send to each of the
  stockholders inscribed in the respective Registry, one copy of the Balance
  and of the Annual Report of the Corporation. This will include the External
  Auditors Report and their respective notes. The General Balance and the
  Profit and Loss Statement accurately audited and all the other information
  required by the Superintendency of Securities and Insurance
  (Superintendencia de Valores y Seguros) will be published, only once, in a
  newspaper with wide circulation in the place of the legal address of the
  corporation.  This must be done with
  no less than ten days and no more than twenty days prior to the date in which
  the Meeting will be carried out.  In
  addition, the documents mentioned will have to be presented within this same
  term before the Superintendency of Securities and Insurance
  (Superintendencia de Valores y Seguros) in the number of issues that this
  institution determines.The
  Annual Report, Balance, Inventory, Minutes of the Board of Directors and
  Meetings, books and prosecutors, will have to be at the stockholders
  disposal in the Corporations office during the fifteen days prior to the
  meeting. If the General Balance and the Profit and Loss Statement were
  altered by the meeting, the pertaining modifications will be mailed to the
  stockholders within the following fifteen days of the date of the Meeting and
  will be published in the  
   same
  newspaper in which they were published before, within the same term.Thirtieth Article
  In
  accordance with the law, unless otherwise established by the corresponding
  assembly by the unanimity of the shares present or represented with voting
  rights, the company shall annually distribute as dividend in money to its
  shareholders, at prorate of their shares, the mandatory minimum dividend. The
  dividends in excess of the mandatory minimum aforementioned, whether in cash
  or in kind, shall only be agreed if: (i) the risk rating of the debt of the
  company is, at least, BBB- or Baa 3 according to at least two of the risk rating
  agencies Standard & Poors Rating Services, Moodys Investors Services
  Inc. and Fitch Ratings Limitada or its successors, and before such dividend
  the company has received confirmation from the risk rating agencies giving
  such rating indicating that as a result of that dividend, the risk rating of
  the company shall not be lower than BBB- or Baa 3, or (ii) The ratio of the
  interest coverage of the company based on the terms of the documents to be
  subscribed by the company as a result of the bond issuance of the company in
  the first semester of 2004 is equal to or higher than 2.4 for the last four
  immediately preceding quarters, considering that the total amount of
  dividends paid according to this paragraph (ii) during any quarter of an
  accounting year shall not exceed the equivalent to US$40 million. The
  preceding provisions, if applicable, shall apply to the capital reductions
  and other distributions made by the company to its shareholders.SIXTH HEADING:
  Dissolution and LiquidationThirty-First Article
  The
  dissolution of the Corporation will be verified in the cases foreseen bylaw.
  The anticipated dissolution will be only agreed upon at an Extraordinary
  Stockholders' Meeting with the approving vote of two thirds part of the
  emitted stock shares.  
   Thirty-Second Article
  Once
  the Corporation is dissolved, the liquidation will be practiced by a
  Liquidator Commission, formed by three persons, whether stockholders or not,
  elected at the Stockholders' General Meeting. These persons will have the power,
  duties, and obligations established in the law or in the rules and
  regulations. In case of a dissolution decreed by executed verdict, the
  liquidation will be practiced in the form established by law. If the
  Corporation is dissolved because of the reuniting of all the stock shares by
  one person, liquidation will not be necessary.Thirty-third Article
  The
  liquidators will call for a Stockholders' General Meeting in the month of
  April of every year, in order to give an account of the Liquidation
  Statement. If, in the period of two years, the liquidation is not finished,
  there will be a new election of liquidators, being possible for the same ones
  to be reelected. The liquidators position is remunerated, the Ordinary
  Stockholders' General Meeting is the one in charge of establishing this
  remuneration. The position of liquidator is revocable by the Ordinary or
  Extraordinary Stockholders' Meeting. The liquidators will leave the position
  due to legal disablement or due to their declaration of bankruptcy.SEVENTH HEADING:
  GENERAL REQUIREMENTSThirty-fourth Article
  The
  differences that may arise among the stockholders, in their capacity, or
  between them and the company or its administrators, whether during its
  operation or during its liquidation, will be resolved by an arbitrator
  appointed in accordance with the two parties. This person will act as an
  arbitrator regarding the procedure, but will have to judge according to law.
  If there is such agreement, the Arbitrator will be named by the civil justice
  at the request of any of them.Thirty-fifth Article
  In
  the silence of these Bylaws and in everything that is not expressly foreseen
  in them, the requirements of  
   Law
  number eighteen thousand forty six will prevail, and its modifications and
  regulations.First Transitory Article:
  The
  capital of the company of 963,767,135,280 pesos divided in 8,779,947,241
  shares from one series and without nominal value, has been subscribed, shall
  be subscribed, has been paid and shall be paid, as follows:  1) With 660,615,361,080 pesos divided in
  5,672,752,777 shares, fully subscribed and paid before this date, such value
  recognizes its legal revaluation as of December 31, 2003; 2) With
  228,906,774,200 pesos, divided in 2,289,067,742 shares to be issued, subscribed
  and paid with charge to the capital increase approved by the extraordinary
  shareholders assembly held on September 14, 1998 through the conversion
  of bonds into shares within the deadline due on February 23, 2005; and
  3) With 74,245,000,000 pesos divided in 818,126,722 shares to be issuedm
  subscribed and paid with charge to the capital increase approved by the
  extraordinary shareholders assembly held on this date March 10, 2004Second Transitory Article:
  Deleted.Third Transitory Article:
  deleted.Santiago,
  January 30, 2004