Exhibit 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 Corporation is the sum of CH$933.465.389.131.- divided in
  8.428.659.801.- stock shares, all of which are of equal value and without
  nominal value.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 Stock Holders, 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
  meeting of the Board of Directors will be perform with the absolute majority
  of the number of directors, and the agreements will be adopted by the
  absolute majority of the directors in attendance with the right to vote.  In the case of a tie, the president of the
  meeting will have the deciding vote.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 an 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
  extra-ordinary 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
  Stock Holders 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, to 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
  stock holders will meet in Ordinary and Extraordinary meetings. The first
  category will be done once a year within the fourth 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 Stock
  Holders 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
  Extra-ordinary meeting must decide over matters pertaining to an Ordinary
  Meeting, its function and agreements will 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 Extra-ordinary
  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 Stock Holders 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, Sixth) All
  the other matters which by law or bylaws correspond to its awareness or to
  the Extraordinary Stock Holders Meetings competition. The matters referred in
  number 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
  Stock holders Meetings will be called by the Board of Directors of the
  Corporation and the call will be done through by 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 stocks holders 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 this 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 days 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
  
  Deleted.  
   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
  Stock Holders 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 other 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
  
  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 Stock Holders 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 Stock Holders
  Meeting, the Board of Directors is entitled to send to each of the stock
  holders 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 of anticipation 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 stock holders
  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
  stock holders 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
  
  Unless there is a different agreement adopted
  by the respective Meeting, agreeing by the unanimity of the emitted stock
  shares, a dividend in money will be distributed to the Stock Holders, as a
  prorata of their stock shares, with at least thirty per cent of the net profit
  of each period. In any case, the Board of Directors, under the personal
  responsibility of those members of the Board who agree to the respective
  agreement, will be able to distribute provisory dividends during the period
  with charge to its profits, provided there were not any accumulated losses.
  The part of the profits that is not destined by the Meeting to dividends, can
  at any time be capitalized, prior to reform of the bylaws, through the
  emission of bonus stock, or can be destined to the payment of eventual
  dividends in future periods.  
   SIXTH HEADING:
  
  Dissolution and LiquidationThirty First Article
  
  The
  dissolution of the Corporation will be verified in the cases foreseen by law.
  The anticipated dissolution will be only agreed upon at an Extraordinary
  Stock Holders 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 stock holders or not,
  elected in the Stock Holders 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 Stock Holders 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 Stock
  Holders General Meeting is the one in charge of establishing this
  remuneration. The position of liquidator is revocable by the Ordinary or
  Extraordinary Stock Holders 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 stock holders, 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 Corporation of CH$933.465.389.131, divided into
  8.428.659.801.- stock shares, is already subscribed, will be subscribed is
  paid and it will be paid as following: (1) With the amount of
  CH$654.074.614.93, divided into 5.672.752.777 stock shares, totally
  subscribed and paid, being incorporated to this amount the legal revaluation
  of Article 10 of law number 18.046, in accordance with the balance as of
  December, 31st., 2002; (2) With the amount of CH$228.906.774.200.-
  divided into 2.289.067.742.- of stock shares to be issued, subscribed and
  paid with the capital increase approved by The Extraordinary Shareholders
  Meeting held on September 14, 1998, through the conversion of convertible
  bonds into ordinary shares before February 23, 2005; and (3) With
  50.484.000.000.- divided into 466.839.282.- shares to be issued, subscribed
  and paid with the capital increase approved by the Extraordinary Shareholders
  Meeting held on November 21, 2003.-Second
  Transitory Article:
  
  Deleted.Third
  Transitory Article:
  
  deleted.   Santiago, January 30, 2004