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                                                                   Exhibit 4.3b



Pass Through Trust Agreement B, dated as of May 1, 1999, between AES Eastern
Energy, L.P. and Bankers Trust Company, as Pass Through Trustee, made with
respect to the formation of the Pass Through Trust, Series 1999-B and the
issuance of 9.67% Pass Through Certificates, Series 1999-B

         The Pass Through Trust Agreement B differs from the Pass Through Trust
         Agreement A in the following respects:

         The Pass Through Certificates Series A-1999 have been replaced with
         Plass Through Certificates Series B-1999 in the amount of $268,000,000
         with a final distribution date of January 2, 2029