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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K ~~CURRENT REPORT~~

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~August 2614, 2002

AES RED OAK, L.L.C.
(Exact name of registrant as specified in charter)

Delaware (State of other jurisdiction of incorporation)	333-40478 (Commission file number)	54-1889658 (IRS employer identification no.)
1001 North 19th Street, Arlington, Virginia 22209, c/o The AES Corporation (703) 522-1315 (Address of principal executive offices,) (zip code and telephone number, including area code)

Delaware
(State of other jurisdiction
of incorporation)

333-40478
(Commission
file number)

54-1889658
(IRS employer
identification no.)

1001 North 19th Street, Arlington, Virginia 22209, c/o The AES Corporation ~~Item~~(703) 522-1315 (Address 5.of ~~Other~~principal ~~Events~~ executive offices,) (zip code and telephone number, including area code)

~~Pursuant~~ ~~to Section 6.3(d) of the Trust Indenture, dated as of March 1, 2000, among AES Red Oak, L.L.C. (the "Company"), The Bank of New York, as trustee~~ ~~(the~~ ~~"Trustee") and The Bank of New York, as Depositary Bank (the "Indenture"), the Company provided notice (the "Notice") to the Trustee on July 26, 2002 that on or about July 23, 2002,~~ ~~the~~ITEM ~~credit rating of The Williams Companies, Inc~~9., ~~the~~REGULATION ~~PPA~~FD Guarantor as defined in the Indenture, was lowered to below Investment Grade, as defined in the Indenture, by each of Moody's and S&P. As contemplated by the Indenture and the Power Purchase Agreement, as defined in the Indenture, the Company requested in writing that it be provided with alternative credit support reasonably acceptable to the Company in accordance with the terms of the Power Purchase Agreement. The Notice is attached hereto as Exhibit 99.1. DISCLOSURE

~~******~~ The information in this report (including the exhibits) is furnished pursuant to Item 9 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The furnishing of this report is not intended to constitute a determination by AES Red Oak, L.L.C. that the information is material or that the dissemination of the information is required by Regulation FD.

~~Some~~On ~~of the statements in this Form~~August ~~8-K~~14, as2002, ~~well~~the asregistrant ~~statements~~filed ~~made~~with bythe usCommission inits ~~periodic~~Quarterly ~~press~~Report ~~releases~~on ~~and other public communications, constitute "forward~~Form 10-~~looking statements"~~Q ~~within~~for the ~~meaning~~period ofended ~~the Private Securities Litigation Reform Act of 1995. Certain~~June 30, ~~but~~2002 ~~not~~accompanied ~~necessarily all, of such forward-looking statements can be identified~~ by the certifications ~~use~~ of ~~forward-looking~~ ~~terminology,~~John ~~such~~R. ~~as "believes~~Ruggirello," ~~"estimates,"~~the ~~"plans,"~~registrant's ~~"projects~~president," ~~"expects,"~~and ~~"may,"~~Barry ~~"will,"~~J. ~~"should~~Sharp," ~~"approximately," or "anticipates" or~~ the ~~negative~~registrant's ~~thereof~~chief orfinancial ~~other variations thereof or comparable terminology~~officer, orrequired bypursuant ~~discussion~~to of18 ~~strategies, each of which involves risks and uncertainties~~U.S.C. We§ ~~have~~1350, ~~based~~as ~~these~~adopted ~~forward-looking statements on our current expectations and~~pursuant ~~projections~~to ~~about~~§ ~~future~~906 ~~events~~of ~~based~~the ~~upon~~Sarbanes-Oxley ~~our~~Act ~~knowledge~~ of ~~facts~~2002. asConformed copies of the ~~date~~certifications ofare ~~this~~attached ~~Form 8-K~~hereto ~~and~~as ~~our~~Exhibits ~~assumptions~~99.1 ~~about~~and ~~future events~~99.2.

All statements other than of historical facts included herein, including those regarding market trends, our financial position, business strategy, projected plans and objectives of management for future operations and the anticipated commercial operation date of the facility, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors outside of our control that may cause our actual results or performance to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors, in addition to those risks discussed in our periodic filings with the SEC, include, among others, the following:

We have no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 7. Financial Statements, Pro Forma Financial Information And Exhibits

Exhibit No.		Description
99.1		Notice to Trustee pursuant to Section 6.3(d) of the Indenture

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	~~AES RED OAK, L.L.C.~~	AES RED OAK, L.L.C.
Date: July 26, 2002	By:	/s/ A.W. BergeronA.W. Bergeron Vice President
Date: August 14, 2002		By:	/s/ A.W. BERGERON A.W. Bergeron Vice President

~~Exhibit~~EXHIBIT ~~Index~~INDEX

Exhibit 99.1 Notice to Trustee pursuant to Section 6.3(d) of the Indenture

99.1		Section 906 Certificate of President
99.2		Section 906 Certificate of Chief Financial Officer

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ITEM 9. REGULATION FD DISCLOSURE

SIGNATURE
EXHIBIT INDEX

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