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August 11, 2005

Mr. George Ohsiek

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

  RE:

  AES Eastern
  Energy, LP

  Form 10-K for Fiscal Year Ended
  December 31, 2004

  Filed March 31, 2005

  Form 10-Q for Fiscal Quarter Ended
  March 31, 2005

  File No. 333-89725

Dear Mr. Oshiek:

We have received your comment letter dated July 28, 2005,
addressed to Mr. Barry J. Sharp, Executive Vice President and Chief
Financial Officer of The AES Corporation.  The comments in your letter addressed filings
of AES Eastern Energy, LP (the “Company”) as well as
filings of AES Ironwood, LLC, IPALCO
Enterprises, Inc. and AES Red Oak, LLC.  This letter provides responses to comments
concerning AES Eastern Energy, LP only.  The responses related to the other referenced
registrants will be addressed by the other referenced registrants
individually.  This letter includes your
comments in italics and then our response directly following the comment.

General

1.                                      Unless
otherwise noted, where a comment below requests additional disclosures or other
revisions to be made, these revisions should be included in your future
filings, as applicable.  Although each
comment has been issued only once, the comments below may be applicable to each
registrant reviewed.

As noted in our response below, we will make the changes to the
specified disclosure in our future filings.

Item 9A. Controls and Procedures, page 31

5.                                      We
note your disclosure that your principal executive officer and principal
financial officer, “conclude that as of December 31, 2004, [your]
disclosure controls and procedures were effective to provide reasonable
assurance that material information relating to [you] and [your] consolidated
subsidiaries is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission’s rules and
forms.”  Revise to clarify,

if true,
that your officers concluded that your disclosure controls and procedures are
also effective to ensure that information required to be disclosed in the
reports that you file or submit under the Exchange Act is accumulated and
communicated to you management, including your chief executive officer and
chief financial officer, to allow timely decisions regarding required
disclosure.  See Exchange Act Rule 13a-15(e).  Please also revise your Item 9A disclosure
for AES Red Oak, LLC, IPALCO
Enterprises, Inc. and AES Eastern Energy, LP.

We will revise future filings, as applicable, to include that our
officers concluded that our disclosure controls and procedures are also
effective to ensure that information required to be disclosed in the reports
that we file or submit under the Exchange Act is accumulated and communicated
to management, including the chief executive officer and chief financial
officer, to allow timely decisions regarding required disclosure. The revision
to be included is as follows:

Based upon the controls evaluation performed,
the CEO and CFO have concluded that as of June 30, 2005, our disclosure
controls and procedures were effective to provide reasonable assurance that
material information relating to us and our consolidated subsidiaries is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms, including
that such information is accumulated and communicated to management, including
the chief executive officer and chief financial officer, as appropriate to
allow timely decisions regarding required disclosure.

Form 10-K for Fiscal Year Ended December 31,
2004

Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Contractual Obligations, page 29

10.                               Please
revise your table of contractual cash obligations to include the following:

(a)                                 Estimated
interest payments on your debt

(b)                                 Estimated
payments under interest rate swap agreements; and

(c)                                  Required
funding of pension and other postretirement benefit obligations.

Because the table is aimed at increasing
transparency of cash flow, we believe these payments should be included in the
table.  If you choose not to include
these payments, a footnote to the table should clearly identify the excluded
items and provide any additional information that is material to an
understanding of your cash requirements.
See Section IV.A and footnote 46 to the
Commission’s MD&A Guidance issued December 19,
2003, available at www.sec.gov.

2

In future filings, we will revise our table of contractual cash
obligations and footnotes to include information for the following:

(a)         Estimated interest
payments on your debt

(b)         Estimated payments under
interest rate swap agreements; and

(c)          Required funding of
pension and other postretirement benefit obligations.

Note 2. Significant Accounting Policies, page 46

11.                               We
note that AES Eastern Energy LP accounts for spare
parts as inventory on the balance sheet while AES Red
Oak, LLC classifies spare parts as property, plant and equipment.  Please explain the reason for this disparate
treatment.  In doing so, please ensure
you tell us in more detail the nature of the spare parts inventory.

The AES Eastern Energy spare part inventory primarily consists of store
room inventory and outage parts.
Inventory does not include rotable parts.

AES Eastern
Energy LP accounts for spare parts as inventory on the balance sheet as these
spare parts will be used in operations and recognized in the statement of
operations when used.

Note 9. Benefit Plans

12.                               Please
explain to us how you calculate the market related value of plan assets as that
term is identified in SFAS 87.  Since there is an alternative to how you can
calculate this item, and it has a direct effect on pension expense, we believe
you should disclose how you determined this amount.

The market-related value of plan assets is equal to the fair value or
market value of plan assets utilizing a measurement date of October 31st
each fiscal year.  In future filings, as
applicable, we will disclose how we determined the market-related value of plan
assets.

3

In connection with responding to your comments, we acknowledge the
following:

•                  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.

If we can provide any further information or if the staff would like to
discuss our responses, please call me at 716-795-9501.

Sincerely,

  /s/ Amy Conley

  Amy Conley

  Vice President and Treasurer of AES NY, L.L.C.

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