Exhibit 11.1  THE AES CORPORATION   CODE OF
BUSINESS CONDUCT AND ETHICS  
   Table of Contents   About the Code of Business
  Conduct and EthicsAESs Shared ValuesCompliance with Laws,
  Rules, Regulations and this CodeConflicts of Interest and
  Corporate OpportunitiesQuality of Public
  DisclosuresProtection and Proper Use
  of Company AssetsProtection of Confidential
  Proprietary InformationInsider TradingFair DealingInteracting With GovernmentCompliance with Antitrust
  lawsEnvironment, Health and
  SafetyRespecting One AnotherRecord RetentionImplementation Of The CodeAll AES People Must Comply with the CodeReporting Possible Violations of the CodeThe AES Corporate Compliance HotlineCopies of the CodeWaivers and Amendments of the CodeAcknowledgement Form  
   About
the Code of Business Conduct and Ethics  This Code of Business Conduct and Ethics has been adopted by our Board
of Directors.  The Code is intended to
govern as a requirement of employment the actions of everyone who works at AES,
including employees of AES subsidiaries and affiliates.  The Code addresses the following topics:  Compliance with All Laws, Rules, Regulations and this
Code Conflicts of Interest and Corporate Opportunities Quality of Public Disclosures Protection and Proper Use of Company Assets Protection of Confidential Proprietary Information Insider Trading Fair Dealing Interacting With Government Compliance with Antitrust laws Environment, Health and Safety Respect for One Another Record Retention  At times, this Code requires ethical conduct higher than that required
by the law.  AES employees, officers and
directors are expected and required to conduct themselves according to the
language and spirit of this Code and seek to avoid even the appearance of
improper behavior.   Compliance with
this Code must come before other business considerations.  Even well-intentioned actions that violate
the law or this Code may result in negative consequences for the Company and
for the individuals involved.  The
specific areas addressed in this Code are not new; AES employees have always
been expected to comply with the specific legal areas set forth in this Code as
such compliance is consistent with the AES values that all AES people have been
and are expected to follow in their business relationships.  Set forth on the next page of this Code is a
statement of the four AES values that should serve as a guide for all AES
employees in their continued efforts to comply with all applicable rules,
regulations, laws and this Code.  While the standards set forth in this Code cover a wide range of
business practices and procedures, this Code cannot and does not cover every
issue or law that may arise, or every situation where ethical decisions must be
made.  The fact that a law, rule or
regulation is not specifically covered by a section of this Code does not
remove the requirement that all AES people are expected to comply with all
laws, rules or regulations applicable to their AES business.  This Code will be strictly enforced
throughout the Company.  2 
   AESs
Shared Values  A core part of the culture of AES is the commitment of all AES people
to AESs shared values:  Integrity  AES
people strive to act with integrity.  Fairness  AES people
intend to treat fairly other AES people, as well as AES customers, suppliers,
stockholders, governments and the communities in which AES operates.  Social Responsibility 
AES people strive in all cases to act in a socially responsible manner and
believe that working to fulfill AESs mission is their primary social
responsibility at AES.  Fun  AES people
desire that fellow employees and those with whom AES people interact have fun
in their work, in the sense that striving to achieve a high level of
performance, being trusted to make decisions to achieve such performance, and
being held accountable for decisions, is fun.  The continued commitment by all AES people to these core values is
important to the Companys goal of helping meet the worlds need for electric
power in ways that benefit all of our stakeholders, to build long-term
value for the Companys shareholders, and to assuresustained performance and viability of the Company
for its owners, employees and other individuals and organizations who depend on
the Company.  Compliance with Laws, Rules, Regulations and This Code  AES people are expected to be always in full compliance with applicable
laws, rules, regulations and this Code. 
AES and its subsidiaries and affiliates conduct business in more than 28
countries around the world.  AES
operations are subject therefore to the laws of many countries, provinces,
states and organizations.  An important
challenge for all AES people is to understand how these different laws may
apply to our business and act accordingly. 
AES people are expected to refrain from any conduct or activity that may
be illegal or unethical or that otherwise raises questions regarding the Companys
honesty and integrity or causes embarrassment to the Company.  Conflicts
of Interest and Corporate Opportunities  AES people have an obligation to act in the best interest of the
Company.  AES people are expected to
avoid any activity or situation that creates or appears to create a conflict
between their interest and the interest of AES.  Similarly, AES people are prohibited from taking for themselves
business opportunities that arise through the use of Company property,
information  3 
   or position for personal gain,
and no employee, officer or director may compete with the Company.  Although it is not possible for AES to list
every conceivable impermissible conflict or competition, following are some
common examples of situations that should be avoided:  Working, in any
capacity, for a competitor, customer or supplier while employed by the Company.  Accepting gifts
of more than token value or receiving personal discounts or other benefits from
a competitor, customer or supplier as a result of ones position with the
Company.  Competing with
the Company for the purchase or sale of property, services or other interests.  Having an
interest (other than routine investments in publicly traded companies) in a
transaction involving the Company, a competitor, a customer or supplier.  Receiving a loan
or guarantee of an obligation from a competitor, customer or supplier as a
result of ones position with the Company.  Directing
business to a supplier owned or managed by an employee, or which employs, a
relative or friend  Situations
involving a conflict of interest may not always be obvious or easy to
resolve.  Therefore, if there is any
doubt as to whether a conflict of interest or a potential conflict of interest
exists, or whether there may be the appearance of such a conflict of interest,
the Corporate Compliance Officer must be consulted.  In order to avoid conflicts of interests, all directors, senior
executive officers and senior financial officers must disclose to the Corporate
Compliance officer, in writing, any material transaction or relationship that
reasonably could be expected to give rise to such a conflict.  Quality
of Public Disclosures  AES people have a responsibility to communicate effectively with
shareholders and government agencies so as to provide them with full and
accurate information, in all material respects, about AESs financial condition
and results of operations.  All reports
and documents filed with, or submitted to, the Securities and Exchange
Commission or any other governmental agency, and all other public
communications shall include full, fair, accurate, timely and understandable
disclosures.  AES has adopted a Fair
Disclosure policy, copies of which can be obtained from the Legal Department
and the Corporate Compliance Officer. 
AES also has established a Disclosure Committee consisting of senior
management to assist in monitoring such disclosures and provide guidance as
questions arise regarding the accuracy and completeness of disclosures by AES.  4 
   Protection and Proper Use of Company Assets  AES people have the responsibility to protect
Company assets against loss, theft or other misuse.  Loss, theft and misuse of Company assets including AES physical
premises and equipment, records, customer information and AES names and
trademarks directly impact the Companys profitability.  Without specific authorization, no AES
person should take, loan, sell, damage, or otherwise dispose of any AES
property, or use AES property for any non-company purpose.  Protection
of Confidential Proprietary Information  AES people must maintain in strict confidence all confidential and
proprietary information of the Company, except where disclosure is authorized
by the Company or required by law. 
Confidential and proprietary information generated and/or gathered by
the Company is a valuable Company asset. 
Protecting this information plays a vital role in the Companys
continued growth and ability to compete.  AES people also are required to respect and observe the property rights
of other companies and their proprietary information as AES people would with
the Companys own proprietary information. 
The unauthorized use or distribution of such proprietary information of
others violates Company policy and may also be illegal.  The obligation to protect the Companys
proprietary and confidential information continues even after leaving
employment with the Company.  Upon the
termination of employment, AES people are required to return everything that
belongs to AES, including all documents and other materials containing AES and
third-party confidential information, and must not disclose confidential
information to a new employer or to others after ceasing to be an AES employee.  Although it is not possible to list all information that would be
covered by this section of the Code, confidential and proprietary information
includes all non-public information that might be of use to competitors, or harmful
to AES or its customers, if disclosed. 
By example, confidential information often includes intellectual
property such as trade secrets, patents, trademarks and copyrights, as well as
business, research and new product plans, objectives and strategies, records,
databases, salary and benefits data, employee medical information, customer,
employee and suppliers lists and any unpublished financial or pricing
information.  Insider
Trading  AES requires full compliance with all applicable laws regarding insider
trading, insider dealing or tipping. 
AES people are required to consider all non-public information as inside
information and should never use such information for personal gain.  Using non-public information to trade in
securities, or providing a family member, friend or any other person with a
tip, is illegal.  The prohibition
against the use of inside information applies to AES securities and to
securities of other companies if material nonpublic information about other
companies,  5 
   such as AESs customers or
competitors, is discovered in the course of an AES persons duties for AES.  AES people also should review and comply with the Companys policy with
respect to insider trading, copies of which are distributed to all employees
and are available from the Legal Department and/or the Corporate Compliance
Officer, and should contact the Legal Department and/or the Corporate
Compliance Officer with any questions about the ability to buy or sell
securities and/or any questions as to whether information regarding AES or
another company with which AES has dealings is material or has been adequately
disclosed to the public.  Fair
Dealing  AES seeks to maintain the trust of its customers, competitors and
suppliers by conducting business in a fair and ethical manner.  AES people must never take unfair advantage
of others through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing practice.  AES people also must not offer anything of
value to others to obtain an improper advantage in obtaining or retaining
business or obtaining other favorable action.  Interacting with Government  AES conducts business in many countries around the world.  AES policy, the U.S. Foreign Corrupt
Practices Act, and the laws of many other countries prohibit AES and its
officers, employees and agents from giving or offering to give money or
anything of value to a foreign official, a foreign political party, a party
official or a candidate for political office in order to influence official
acts or decisions of that person or entity, to obtain or retain business, or to
secure any improper advantage. To ensure compliance with such laws, no gifts or
business entertainment of any kind may be given by any AES person to any
employee of a government without the prior written approval of the Corporate
Compliance Officer.  Laws of
certain jurisdictions prohibit the use of AES funds, assets, services, or
facilities on behalf of a political party or candidate.  Payments of corporate funds to any political
party, candidate or campaign may be made only if permitted under applicable law
and after prior written approval from the Corporate Compliance Officer.  Laws of some
jurisdictions require registration and reporting by anyone who engages in a
lobbying activity.  Generally, lobbying
includes: (1) communicating with any member or employee of a legislative branch
of government for the purpose of influencing legislation; (2) communicating
with certain government officials for the purpose of influencing government
action; or (3) engaging in research or other activities to support or prepare
for such communication.  So that AES may
comply with applicable lobbying laws, AES people must notify and receive prior
written approval from the Corporate Compliance Officer before  6 
   engaging in any activity on
behalf of AES that might be considered lobbying as described above.  Compliance
with Antitrust laws  AES is committed to a policy of vigorous and lawful competition that is
based on the merits of its products and services.Although AES competes vigorously in all of its business
activities, all AES people are required to conduct their actions in the
marketplace in accordance with the letter and spirit of applicable antitrust
and competition laws. The antitrust laws prohibit agreements among competitors
on such matters as prices, terms of sale to customers and allocating markets or
customers.  Antitrust laws can be very
complex, differ from country to country, and violations may subject the Company
and its employees to criminal sanctions, including jail time and civil
liability.  It is far easier to
structure conduct to avoid erroneous impressions of antitrust or wrongful
competition than to have to explain conduct in the future when an antitrust
investigation or action is in progress. 
For that reason, when in doubt, AES people should consult the Corporate
Compliance Officer with any potential antitrust concerns.  **Safety and
Environmental Standards**  AES is committed to conducting its business in compliance with all
applicable environmental and workplace health and safety laws and
regulations.   AES people are expected to provide a safe and
healthy work environment for all employees, and they should also act so as
to avoid adverse impact and injury to the environment and the communities
in which AES conducts business.  AES
people are therefore responsible for maintaining AES facilities free from
recognized hazards, obeying all AES safety rules, and complying with all
applicable environmental laws.  AES
people are expected to report any known violation of an environmental
or safety law or regulation by a third party to their supervisor or the
Compliance Officer.  Respecting
One Another  AES policies are designed to ensure that
employees are treated, and treat each other, fairly and with respect and
dignity.  AES recognizes that all
employees want and deserve a work-place where they are respected and
appreciated.  AES people must contribute
to the creation and maintenance of such an environment, and supervisors and
managers have a special responsibility to foster a workplace that supports
honesty, integrity, respect and trust.  
AES will not tolerate
discrimination against any person on the basis of race, religion, color,
gender, age, marital status, national origin, sexual orientation, citizenship,
Vietnam-era or disabled veteran status or disability, or any other basis
prohibited by law in recruiting, hiring, placement, promotion, or any other
condition of employment.  7 
   AES also
strictly prohibits any form of harassment in the workplace, including sexual
harassment.AES encourages the prompt reporting
of all incidents of harassment, regardless of who the offender may be, or the
offenders relationship to AES.  Any AES person
who is found to be responsible for harassment, or for retaliating against any
individual for reporting a claim of harassment or cooperating in an
investigation, will be subject to disciplinary action, up to and including
discharge.  Remember that,
regardless of legal definitions, AES people are expected to interact with each
other in a professional and respectful manner.  Record Retention  AES is committed to compliance with all laws
and regulations relating to the preservation of records.  AESs policy is to identify, maintain,
safeguard and destroy or retain all records in its possession on a systematic
and regular basis.  AES people are
expected to comply with this policy.  
Under no circumstances are AES records to be destroyed selectively or to
be maintained outside AES premises or designated storage facilities.  The Legal Department should be immediately
contacted if an AES person learns that a subpoena, litigation or government
investigation is pending or imminent. 
AES people must retain and preserve all records that may be responsive
or relevant to any subpoena, litigation or investigation until advised by the
Legal Department as to how to proceed. 
No such records should be destroyed. 
All relevant records that without intervention would automatically be
destroyed or erased (such as e-mails and voicemail messages) should be
preserved from destruction. Destruction of such records, even if inadvertent,
could seriously prejudice AES.  Any
questions regarding whether a particular record pertains to an investigation or
may be responsive to a subpoena, or regarding how to preserve particular types
of records, should be directed to the Legal Department.  Implementation
of the Code  All AES People Must
Comply with the Code  AES people are responsible for knowing and
understanding the policies and guidelines contained in this Code.  AES people on an annual basis must sign a statement
of compliance with the Code.   AES has a
number of resources, people and processes in place to answer questions and
assist and provide guidance with difficult decisions.  .  Reporting Possible Violations of the
Code  The Company encourages all AES people to promptly report any suspected
or actual violation of this Code.  The
Company also encourages AES people to seek guidance if uncertain as to the
appropriate course of conduct to follow.  
Any violation or suspected violation of laws, rules,  8 
   regulations or this Code should
be reported to the Corporate Compliance Officer.  The Corporate Compliance Officer, with the advice of the
Companys Legal Department, will have the primary authority and responsibility
for the enforcement of this Policy, subject to the supervision of the Board of
Directors and its appropriate Committees. 
If an AES person prefers, they may report any such concern, question or
violation to their supervisor or the Legal Department.  Violations or questions may also be
submitted anonymously through the AES Hotline.  The Company intends to thoroughly investigate any genuine report.  Any violation will be dealt with immediately
and shall subject the violator to corrective and/or disciplinary action,
including possible dismissal from employment or office.  Open communication of any concern by an AES person without fear of
retribution or retaliation is vital to the successful implementation of this
Policy.  The Company will not tolerate
any retaliation against any AES person making a good faith or genuine report or
concern.  However, failure to report a
suspected violation of the Code is itself a violation of the Code and could
subject a person to disciplinary action, up to and including termination.  Violations of this Code that involve illegal conduct will be reported
to the appropriate governmental authorities. All AES people must cooperate in
any internal investigation conducted by the Company.        The AES Corporate Compliance Hotline  AES has established a 24-hour
Hotline, 1-800-824-7175, to assist with the implementation and
compliance with this Code.  AES people
may report suspected violations to, or ask questions of, the Hotline
anonymously; however, providing a name may expedite the time it takes to
respond to the call, and it also allows AES to contact the caller if necessary
during any investigation.  Copies of the
Code  Copies of this Code
are available from the Compliance Officer and the Legal Department.  Waivers and Amendments of the Code  Waiver of any
application of a policy set forth in this Code may be granted only where
circumstances warrant, and then only in conjunction with an appropriate
monitoring of the particular situation.  
Any waiver of a policy in this Code for directors, executive officers,
or senior financial officers may only be granted by the Board of Directors,
following approval by the Audit Committee, and shall be promptly disclosed to
the Companys shareholders.  Any waiver
of a policy set forth in this Code for other AES people may only be granted by
the Corporate Compliance Officer, after consulting with the Legal
Department.  The Board of Directors,
following approval by the Audit Committee, must approve any amendment to this
Code.  Any amendment of a provision in
this Code with respect to the principal executive officers and the senior
financial officers shall also be promptly disclosed to the Companys
shareholders.  9 
   ACKNOWLEDGEMENT FORM  I have received and read the AES Code of Business Conduct and Ethics,
and I understand its contents.  I agree
to comply fully with the standards, policies and procedures contained in the
Code and AESs related policies and procedures.  I understand that I have an obligation to report to the Company
any suspected violations of the Code that I am aware of.  I acknowledge that the Code is a statement
of policies for business conduct and does not, in any way, constitute an employment
contract or an assurance of continued employment.  Printed NameSignatureDate  10