SecProbe.io

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Mail Stop 3561
							September 30, 2005

Mr. Francisco Castro
Chief Financial Officer
AES Gener Inc.
Mariano Sanchez Fontecilla 310, 3rd Floor
Santiago, Chile

		RE:	AES Gener Inc.
			Form 20-F for Fiscal Year Ended December 31, 2004
			Filed June 27, 2005
			File No. 001-13210

Dear Mr. Castro:

	We have reviewed your filing and have the following comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
disclosures in future filings in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 20-F for Fiscal Year Ended December 31, 2004

Item 15.  Controls and Procedures, page 113

1. Please revise your future disclosures regarding your
description
of disclosure controls and procedures maintained at your company
to
ensure it encompasses the entire definition of disclosure controls
and procedures in Exchange Act Rules 13a-15(e) and 15d-15(e).
Your
current disclosure does not achieve this objective.  Also confirm
to
us that your disclosures regarding the effectiveness of your
disclosure controls and procedures are still accurate considering
the
entire definition of disclosure controls and procedures, or
otherwise
amend accordingly.

Exhibits 12.1 and 12.2

2. Please revise your Section 302 certifications in future filings
to
eliminate reference to the titles of your Chief Executive and
Chief
Financial officers in the introductory paragraph.  Refer to Item
601(b)(31) of Regulation S-K.  Please confirm to us that the
inclusion of the titles was not intended to limit the capacity in
which your executives signed the certifications, or revise your
filing accordingly.

Item 18. Financial Statements

Notes to Consolidated Financial Statements, page F-8

Note 19. Provisions,  page F-37

3. Please explain the provision line item labeled "Conversion of
convertible notes."  Please also explain any Chilean vs. United
States GAAP differences, if applicable.

Note 37. Differences Between Chilean and United States Generally
Accepted Accounting Principles, page F-91

I. Reconciliation of Chilean GAAP to U.S. GAAP, page F-91

(i) Investments in Related Companies (difference between cost and
equity method), page F-94

4. You indicate that you do not consolidate Energen S.A. because
the
effect is not material.  For United States GAAP purposes,
materiality
should not be the basis for consolidation assuming consolidation
would otherwise be required.  Please confirm to us, if true, that
there are no material off-balance sheet transactions,
contingencies
or other matters not reflected in your financial statements as a
result of your decision to not consolidate Energen S.A.  Tell us
your
basis in United States GAAP for not consolidating this entity.  If
you cannot support your policy under United States GAAP, please
revise future filings to reflect the consolidation of Energen S.A.

(k) Effect of U.S. GAAP adjustments in related companies accounted
for under the equity method, page F-94

5. Tell us whether you consolidate your investment in Empresa
Electrica Guacolda S.A.(Guacolda) for United States GAAP purposes.
In
light of your 50.00% stake in Guacolda we assume that you have
evaluated the need to consolidate this entity under FIN 46R.

(x) Effects of Conforming with U.S. GAAP, page F-99

6. You present United States GAAP condensed balance sheets and
income
statements.  Please tell us if these condensed financial
statements
consider classification differences between Chilean and United
States
GAAP.  In this regard we noted that you considered certain
classification differences in your reconciliation of United States
GAAP and Chilean GAAP net income on pages F-99 and F-100; however,
there appears to be other classification differences between
Chilean
and United States GAAP.  For example, paragraph 45 of SFAS 144
states
that a "gain or loss recognized [on disposal of a long-lived
asset]
that is not a component of an entity shall be included in income
from
continuing operations. If a subtotal such as "income from
operations"
is presented, it shall include the amounts of those gains or
losses."
Other potential classification differences include, but are not
limited to, the classification of amortization of intangible
assets,
pension and post-retirement expenses, research and development
expenses and supplies and inventory write offs.  Material
classification differences should be discussed in your notes.
Please
tell us how you intend to revise your future filings.  If your
condensed United States GAAP financial statements do not reflect
classification differences please tell us why you deem this
appropriate.

II. Additional Disclosure Requirements, page F-106

a(2) Diluted Earnings Per Share, page F-106

7. Please tell us why you deemed it appropriate not to include the
impact of your convertible bonds in your fiscal 2003 and 2004
diluted
earnings per share calculation with reference to authoritative
guidance.  If the impact would have been anti-dilutive, as you
indicate it was during 2002, please clarify.  Refer to paragraphs
26-
28 of SFAS 128.  Please also tell us your consideration of the
dilutive effect of your restricted stock issuances, stock option
issuances and performance units with reference to authoritative
guidance.

(c) Segment Information, page F-109

8. On page F-111 you reconcile your measure of segment profit to
gross profit rather than to income before income taxes as required
by
paragraph 32b of SFAS 131.  Please revise your future filings
accordingly.

(d) Investments in Related Companies, page F-112

9. Based on review of page F-104 we note that your United States
GAAP
income before taxes for fiscal years 2003 and 2004 has decreased
significantly as compared to fiscal 2002.  As a result, your
equity
method earnings have become more significant to your pre-tax
earnings, especially in 2003.  Please tell us your consideration
of
Rule 3-09 of Regulation S-X, Separate Financial Statements of
Subsidiaries Not Consolidated and 50 Percent or Less Owned.  In
particular, it appears that your investment in Empresa Electrica
Guacolda S.A. may be significant.  Please note that United States
GAAP amounts should be used to determine significance under Rule
1-
02(w) of Regulation S-X.

(m) Long Term Compensation Plans, page F-120

10. In future filings please disclose the number of restricted
shares
granted during each fiscal year.

Schedule I, page F-123

General

11. In future filings please disclose all long-term obligations of
the parent company along with a five-year schedule of debt
maturities
as it appears that this data is not disclosed and identified as
pertaining to the parent company in the consolidated statements.
See
the interpretations and guidance for Rule 5-04 of Regulation S-X.

Balance Sheet, page F-124

12. Please explain the line item negative goodwill and your
consideration of negative goodwill in your United States GAAP
reconciliation.  If you net negative goodwill against goodwill for
balance sheet presentation purposes in other sections of your
filing,
please advise, and tell us why you display this caption separately
here.  Also, if you net negative goodwill against goodwill and
reflect the elimination of any associated amortization for Chilean
GAAP purposes as a net adjustment within the goodwill amortization
adjustment in reconciling to United States GAAP, please clarify.

	Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
that keys your responses to our comments and provides any
requested
information.  Please understand that we may have additional
comments
after reviewing your responses to our comments.  Please file your
response letter on EDGAR as a correspondence file.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

       In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

	If you have any questions regarding these comments, please
direct them to Adam Phippen, Staff Accountant, at (202) 551-3336.
In
his absence, your questions may be directed to me at (202) 551-
3843.

								Sincerely,

								George F. Ohsiek, Jr.
								Branch Chief

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Mr. Francisco Castro
AES Gener Inc.
September 30, 2005
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