EXHIBIT 99.3

                               AES RED OAK, L.L.C.

                              OFFER TO EXCHANGE ITS
                  ____% SENIOR SECURED BONDS SERIES __ DUE 20__
                        WHICH HAVE BEEN REGISTERED UNDER
                           THE SECURITIES ACT OF 1933
                       FOR ANY AND ALL OF ITS OUTSTANDING
                  ____% SENIOR SECURED BONDS SERIES __ DUE 20__
               PURSUANT TO THE PROSPECTUS DATED ___________, 2000


TO: REGISTERED HOLDERS AND DEPOSITORY TRUST COMPANY PARTICIPANTS:

         AES Red Oak, L.L.C. ("AES Red Oak") is offering to exchange, upon and
subject to the terms and conditions set forth in the enclosed prospectus, dated
___________, 2000 (the "prospectus"), and the enclosed Letter of Transmittal
(the "Letter of Transmittal"), its ____% Senior Secured Bonds Series __ due
20__, which have been registered under the Securities Act of 1933 (the "exchange
bonds"), for any and all of its outstanding ___% Senior Secured Bonds Series __
due 20__ (the "outstanding bonds"). The exchange offer is being made in order to
satisfy certain of AES Red Oak's obligations contained in the Registration
Rights Agreement dated as of March 15, 2000, among AES Red Oak, Lehman Brothers,
and Dresdner Kleinwort Benson North America LLC.

         In connection with the exchange offer, we are requesting that you
contact your clients for whom you hold outstanding bonds registered in your name
or in the name of your nominee, or who hold outstanding bonds registered in
their own names. AES Red Oak, Lehman Brothers, and Dresdner Kleinwort Benson
North America LLC will not pay any fees or commissions to any broker, dealer or
other person in connection with the solicitation of tenders pursuant to the
exchange offer. However, you will, upon request, be reimbursed for reasonable
out-of-pocket expenses incurred in connection with soliciting acceptances of the
exchange offer. AES Red Oak, Lehman Brothers, and Dresdner Kleinwort Benson
North America LLC will pay or cause to be paid all transfer taxes applicable to
the exchange of outstanding bonds pursuant to the exchange offer, except as set
forth in the prospectus and the Letter of Transmittal.

         For your information and for forwarding to your clients, we are
enclosing the following documents:

               1.   Prospectus dated ___________, 2000;

               2.   A Letter of Transmittal for your use and for the information
                    of your clients;

               3.   A form of Notice of Guaranteed Delivery; and



               4.   A form of letter which may be sent to your clients for whose
                    account you hold outstanding bonds registered in your name
                    or the name of your nominee, with space provided for
                    obtaining such clients' instructions with regard to the
                    exchange offer.

         YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON __________, 2000 (THE "EXPIRATION DATE"), UNLESS
EXTENDED BY AES RED OAK (IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE
LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED). THE OUTSTANDING
BONDS TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN, SUBJECT TO THE
PROCEDURES DESCRIBED IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL, AT ANY
TIME PRIOR TO THE EXPIRATION DATE.

         To participate in the exchange offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
exchange agent and certificates representing the outstanding bonds should be
delivered to the exchange agent, all in accordance with the instructions set
forth in the prospectus and the Letter of Transmittal.

         If holders of outstanding bonds wish to tender, but it is impracticable
for them to forward their certificates for outstanding bonds prior to the
expiration of the exchange offer or to comply with the book-entry transfer
procedures on a timely basis, a tender may be effected by following the
guaranteed delivery procedures described in the prospectus and the Letter of
Transmittal.

         Any inquiries you may have with respect to the exchange offer, or
requests for additional copies of the enclosed materials, should be directed to
the exchange agent for the outstanding bonds, at its address and telephone
number set forth on the front of the Letter of Transmittal.


                                       Very truly yours,

                                       AES RED OAK, L.L.C.


         NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF AES RED OAK OR THE EXCHANGE AGENT, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF
EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

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