EXHIBIT 24.1

                               POWER OF ATTORNEY


         Each person whose signature appears below constitutes and appoints
Dennis W. Bakke, Barry J. Sharp and William R. Luraschi and each of them, his
or he true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign and file a registration
statement on Form S- 3 relating to securities to be offered by TheAES
Corproation and any and all amendments (including post-effective amendments)
thereto, to sign any related registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same with all
exhibits thereto, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes or
substitutes, may lawfully do or cause to be done by virtue hereof.




                                                                                    

              Signature                                 Title                                Date
              ---------                                 -----                                ----

             /s/ Roger W. Sant
           ----------------------------      Chairman-of-the-Board                        June 29, 1999
               Roger W. Sant

            /s/ Dennis W. Bakke
          -----------------------------      President, Chief Executive Officer and       June 29, 1999
                Dennis W. Bakke              Director (Principal Executive Officer)

           /s/ Alice F. Emerson
          -----------------------------      Director                                     June 29, 1999
               Alice F. Emerson

          /s/ Robert F. Hemphill, Jr.
          -----------------------------      Director                                     June 29, 1999
          Robert F. Hemphill, Jr.

          -----------------------------      Director
               Frank Jungers

          -----------------------------      Director
             John H. McArthur



                                                1




              Signature                                 Title                                Date
              ---------                                 -----                                ----

            /s/ Hazel O'Leary
          -----------------------------      Director                                     June 29, 1999
                Hazel O'Leary

          -----------------------------      Director
             Thomas I. Unterberg

          -----------------------------      Director
            Robert H. Waterman, Jr.

          -----------------------------      Vice President and Chief Financial
              Barry J. Sharp                 Officer (Principal Financial and
                                             Accounting Officer)