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UNITED STATES

Form 10-K

	x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

	OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-1204

Amerada Hess Corporation

(Exact name of Registrant as specified in its charter)

DELAWARE

(Registrant’s telephone number, including area code, is (212) 997-8500)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:  None

      Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ü  No    

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AMERADA HESS CORPORATION

Form 10-K

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PART I

      Amerada Hess Corporation (the “Registrant”) is a Delaware corporation, incorporated in 1920. The Registrant and its subsidiaries (collectively referred to as the “Corporation”) explore for, produce, purchase, transport and sell crude oil and natural gas. These exploration and production activities take place in the United States, United Kingdom, Norway, Denmark, Equatorial Guinea, Gabon, Indonesia, Thailand, Azerbaijan, Algeria, Malaysia, Colombia and other countries. The Corporation also manufactures, purchases, transports, trades and markets refined petroleum and other energy products. The Corporation owns 50% of a refinery joint venture in the United States Virgin Islands, and another refining facility, terminals and retail gasoline stations located on the East Coast of the United States.

Exploration and Production

      At December 31, 2002, the Corporation had 782 million barrels of proved crude oil and natural gas liquids reserves compared with 955 million barrels at the end of 2001. Proved natural gas reserves were 2,477 million Mcf at December 31, 2002 compared with 2,881 million Mcf at December 31, 2001. These crude oil and natural gas reserves include the Corporation’s proportionate share of the reserves of equity investees. Proved reserves at December 31, 2002 include 27% and 33%, respectively, of crude oil and natural gas held under production sharing contracts. Of the total proved reserves (on a barrel of oil equivalent basis), 19% are located in the United States, 42% are located in the United Kingdom, Norwegian and Danish sectors of the North Sea and the remainder are located in Algeria, Azerbaijan, Equatorial Guinea, Gabon, Indonesia, Thailand, Malaysia and Colombia. On a barrel of oil equivalent basis, 33% of the Corporation’s December 31, 2002 worldwide proved reserves are undeveloped (35% in 2001). Subsequent to year-end, the Corporation exchanged its producing properties in Colombia for an additional 25% interest in a block with proved reserves in the Joint Development Area between Malaysia and Thailand (“JDA”). The Corporation has also agreed to exchange its 25% interest in Premier Oil plc, an oil and gas exploration and production company, for an interest in a producing gas field in Indonesia.

      Worldwide crude oil and natural gas liquids production amounted to 325,000 barrels per day in 2002 compared with 298,000 barrels per day in 2001. Worldwide natural gas production was 754,000 Mcf per day in 2002 compared with 812,000 Mcf per day in 2001. The Corporation presently estimates that its 2003 barrel of oil equivalent production will be approximately 20% less than its 2002 production. The Corporation is developing a number of oil and gas fields and also has an inventory of domestic and foreign drillable prospects.

      United States.  Amerada Hess Corporation operates mainly offshore in the Gulf of Mexico and onshore in Texas, Louisiana and North Dakota. During 2002, 20% of the Corporation’s crude oil and natural gas liquids production and 49% of its natural gas production were from United States operations.

      The table below sets forth the Corporation’s average daily net production by area in the United States:

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*	Reflects natural gas production converted on the basis of relative energy content (six Mcf equals one barrel).

      The Llano Field (AHC 27.50%) on Garden Banks Blocks 385 and 386 in the Gulf of Mexico is currently being developed with initial production expected in 2004. Appraisal drilling is planned for the Shenzi prospect (AHC 28%) on Green Canyon Block 654 in the deepwater Gulf of Mexico.

      At December 31, 2002, the Corporation has an interest in 318 exploration blocks in the Gulf of Mexico of which it operates 206. The Corporation has 668,000 net undeveloped acres in the Gulf of Mexico.

      United Kingdom.  The Corporation’s activities in the United Kingdom are conducted by its wholly-owned subsidiary, Amerada Hess Limited. During 2002, 36% of the Corporation’s crude oil and natural gas liquids production and 37% of its natural gas production were from United Kingdom operations.

      The table below sets forth the Corporation’s average daily net production in the United Kingdom by field and the Corporation’s interest in each at December 31, 2002:

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      During 2002, the Halley Field (AHC 40%) was brought onstream. Development of the Clair Field (AHC 9.29%) is proceeding and it is expected to begin production in 2004. The Atlantic (AHC 25%) and Cromarty (AHC 90%) fields are awaiting approval for development.

      Amerada Hess Limited has entered into an agreement with Premier Oil plc, a United Kingdom company with international exploration and production interests, to exchange its 25% shareholding interest in Premier for a 23% interest in Natuna Sea Block A in Indonesia.

      Norway.  The Corporation’s activities in Norway are conducted through its wholly-owned Norwegian subsidiary, Amerada Hess Norge A/S. Norwegian operations accounted for crude oil and natural gas liquids production of 25,000 and 26,000 barrels per day respectively, in 2002 and 2001. Natural gas production averaged 25,000 Mcf per day in both 2002 and 2001. Substantially all of the Norwegian production is from the Corporation’s 28.09% interest in the Valhall Field. An enhanced-recovery waterflood project for the Valhall Field has been approved and initial water injection is scheduled for late 2003.

      Denmark.  Amerada Hess ApS, the Corporation’s Danish subsidiary, operates the South Arne Field. Net crude oil production from the Corporation’s 57.48% interest in the South Arne Field was 23,000 barrels of crude oil per day in 2002 compared to 20,000 barrels of oil per day in 2001. Natural gas production was 37,000 Mcf and 43,000 Mcf of natural gas per day in 2002 and 2001, respectively.

      Equatorial Guinea. The Corporation has interests in production sharing contracts covering three offshore blocks, acquired in August 2001. Net crude oil production from the Corporation’s 85% interest in the Ceiba Field averaged 37,000 barrels of crude oil per day in 2002 and 6,000 barrels per day in 2001 at an annualized rate. Development plans for the Okume, Oveng and Elon fields (AHC 85%) in the Rio Muni Basin offshore Equatorial Guinea were submitted for approval to the Government of Equatorial Guinea late in 2002. Exploration discoveries in 2002 included the Ebano, Elon, Akom and Abang fields (AHC 85%). Additional appraisal drilling is planned for these discoveries and development plans are being considered. An appraisal well was drilled in early 2003 that confirmed an earlier discovery well in 2002 and further appraisal drilling is planned.

      Gabon.  Amerada Hess Production Gabon, the Corporation’s 77.5% owned Gabonese subsidiary, has a 10% interest in the Rabi Kounga Field and a 40% interest in the Atora Field. The Corporation’s share of production averaged 9,000 net barrels of crude oil per day in 2002 and 2001.

      Indonesia.  The Corporation has a 30% interest in the Jabung production sharing contract, which includes the North Geragai and Makmur fields. Net production from these fields averaged 4,000 barrels of oil per day in 2002 and 6,000 barrels of oil per day in 2001. The Jabung production sharing contract area is currently being considered for sale. The Corporation has agreed to acquire a 23% interest in the Natuna Sea Block A production sharing contract from Premier Oil plc in exchange for its 25% shareholding in Premier. A natural gas discovery in the Pangkah production sharing contract area is currently being developed and other discoveries in Indonesia are being evaluated.

      Thailand.  The Corporation has a 15% interest in the Pailin gas field offshore Thailand. Net production from the Corporation’s interest averaged 35,000 Mcf and 20,000 Mcf of natural gas per day in 2002 and 2001, respectively.

      Algeria.  The Corporation has a 49% interest in a venture with the Algerian national oil company, which is redeveloping three Algerian oil fields. The Corporation’s share of production averaged 15,000 and 13,000 barrels of crude oil per day in 2002 and 2001, respectively.

      Azerbaijan.  The Corporation has a 2.72% interest in the AIOC Consortium in the Caspian Sea. Net production from its interest averaged 4,000 barrels of oil per day in 2002 and 2001, respectively.

      Malaysia — Thailand.  At year-end 2002, the Corporation owned a 25% interest in a production sharing contract in Block A-18 of the Joint Development Area (“JDA”) of Malaysia and Thailand through its 50% interest in an equity investee.

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      In the first quarter of 2003, the Corporation acquired an additional 25% interest in the Block A-18 reserves in the JDA. The production sharing contract has a gas sales agreement for the sale of the first phase of gas production. Commencement of production is subject to completion of pipeline facilities to be constructed by the gas purchaser.

      Colombia.  The Corporation’s share of production averaged 22,000 barrels of crude oil per day in 2002 and 10,000 barrels per day in 2001 at an annualized rate. In February 2003, the Corporation exchanged its crude oil producing properties in Colombia, plus $10 million in cash, for an additional 25% interest in Block A-18 of the JDA.

Refining and Marketing

      Refining.  The Corporation owns a 50% interest in the HOVENSA refining joint venture in the United States Virgin Islands. In addition, it owns and operates a refining facility in Port Reading, New Jersey.

      HOVENSA. The refinery is a joint venture with a subsidiary of Petroleos de Venezuela S.A. (PDVSA). In 2002, the Corporation’s share of refinery crude runs averaged 181,000 barrels per day compared with 202,000 barrels per day in 2001. During 2002, the 58,000 barrel per day coking unit at the refinery became operational. The coker permits HOVENSA to run lower-cost heavy crude oil. PDVSA supplies 155,000 barrels per day of Venezuelan Mesa crude oil to HOVENSA under a long-term crude oil supply contract. HOVENSA has a second long-term supply contract with PDVSA to purchase 115,000 barrels per day of Venezuelan Merey heavy crude oil. The remaining crude oil is purchased mainly under contracts of one year or less from third parties and through spot purchases on the open market. After sales of refined products by HOVENSA to third parties, the Corporation purchases 50% of HOVENSA’s remaining production at market prices.

      Port Reading Facility.  The Corporation owns and operates a fluid catalytic cracking facility in Port Reading, New Jersey. This facility processes vacuum gas oil and residual fuel oil. It currently operates at a rate of approximately 55,000 barrels per day and substantially all of its production is gasoline and heating oil.

      Marketing.  The Corporation markets refined petroleum products on the East Coast of the United States to the motoring public, wholesale distributors, industrial and commercial users, other petroleum companies, governmental agencies and public utilities. It also markets natural gas to utilities and other industrial, commercial customers. The Corporation’s energy marketing activities include the sale of electricity. The Corporation has a 50% voting interest in a consolidated partnership that trades energy commodities and derivatives. The Corporation also takes trading positions for its own account.

      The Corporation has 1,187 HESS® gasoline stations at December 31, 2002, of which approximately 67% are company operated. Most of the gasoline stations are concentrated in densely populated areas, principally in New York, New Jersey, Pennsylvania, Florida, Massachusetts and North and South Carolina, and 836 have convenience stores. The Corporation owns approximately 50% of the properties on which the stations are located.

      The Corporation has a wholly-owned subsidiary which provides distributed electricity generating equipment to industrial and commercial customers as an alternative to purchasing electricity from local utilities. The Corporation also has invested in long-term technology to develop fuel cells for electricity generation through a venture with other parties.

      The Corporation has 22 terminals with an aggregate storage capacity of 22 million barrels in its East Coast marketing areas. Refined product sales averaged 383,000 barrels per day in 2002 and 387,000 barrels per day in 2001. Of total refined products sold in 2002, approximately 46% was obtained from HOVENSA and Port Reading. The Corporation purchased the balance from others under short-term supply contracts and by spot purchases from various sources.

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Competition and Market Conditions

      The petroleum industry is highly competitive. The Corporation encounters competition from numerous companies in each of its activities, particularly in acquiring rights to explore for crude oil and natural gas and in the purchasing and marketing of refined products and natural gas. Many competitors are larger and have substantially greater resources than the Corporation. The Corporation is also in competition with producers and marketers of other forms of energy.

      The petroleum business involves large-scale capital expenditures and risk-taking. In the search for new oil and gas reserves, long lead times are often required from successful exploration to subsequent production. Operations in the petroleum industry depend on a depleting natural resource. The number of areas where it can be expected that hydrocarbons will be discovered in commercial quantities is constantly diminishing and exploration risks are high. Areas where hydrocarbons may be found are often in remote locations or offshore where exploration and development activities are capital intensive and operating costs are high.

      The major foreign oil producing countries, including members of the Organization of Petroleum Exporting Countries (“OPEC”), exert considerable influence over the supply and price of crude oil and refined petroleum products. Their ability or inability to agree on a common policy on rates of production and other matters has a significant impact on oil markets and the Corporation. The derivatives markets are also important in influencing the selling prices of crude oil, natural gas and refined products. The Corporation cannot predict the extent to which future market conditions may be affected by foreign oil producing countries, the derivatives markets or other external influences.

Other Items

      The Corporation’s operations may be affected by federal, state, local, territorial and foreign laws and regulations relating to tax increases and retroactive tax claims, expropriation of property, cancellation of contract rights, and changes in import regulations, as well as other political developments. The Corporation has been affected by certain of these events in various countries in which it operates. The Corporation markets motor fuels through lessee-dealers and wholesalers in certain states where legislation prohibits producers or refiners of crude oil from directly engaging in retail marketing of motor fuels. Similar legislation has been periodically proposed in the U.S. Congress and in various other states. The Corporation, at this time, cannot predict the effect of any of the foregoing on its future operations.

      Compliance with various environmental and pollution control regulations imposed by federal, state and local governments is not expected to have a materially adverse effect on the Corporation’s earnings and competitive position within the industry. The Corporation spent $9 million in 2002 for environmental remediation, with a comparable amount anticipated for 2003. Capital expenditures for facilities, primarily to comply with federal, state and local environmental standards, were $5 million in 2002 and the Corporation anticipates $15 million in 2003. Regulatory changes already made or anticipated in the United States will alter the composition and emissions characteristics of motor fuels. Future capital expenditures necessary to comply with these regulations will be substantial. The Environmental Protection Agency has adopted rules that limit the amount of sulfur in gasoline and diesel fuel. These rules phase in beginning in 2004. Capital expenditures necessary to comply with the low-sulfur gasoline requirements at Port Reading are expected to be approximately $70 million over the next four years. Capital expenditures to comply with low-sulfur gasoline and diesel fuel requirements at HOVENSA are currently expected to be approximately $450 million over the next four years. HOVENSA expects to finance these capital expenditures through cash flow and, if necessary, future borrowings.

      The number of persons employed by the Corporation averaged 11,662 in 2002 and 10,838 in 2001.

      Additional operating and financial information relating to the business and properties of the Corporation appears in the text on pages 10 and 11 under the heading “Exploration & Production,” on page 12 under the heading “Refining & Marketing,” on pages 14 through 25 under the heading “Financial Review” and on

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      The Corporation’s Internet address is www.hess.com. The Corporation makes available free of charge on its Internet website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the Corporation electronically files with or furnishes such material to the Securities and Exchange Commission.

Item 2. Properties

      Reference is made to Item 1 and the operating and financial information relating to the business and properties of the Corporation which is incorporated in Item 1 by reference.

      Additional information relating to the Corporation’s oil and gas operations follows:

1. Oil and gas reserves

      The Corporation’s net proved oil and gas reserves at the end of 2002, 2001 and 2000 are presented under Supplementary Oil and Gas Data in the accompanying 2002 Annual Report to Stockholders, which has been incorporated herein by reference.

      During 2002, the Corporation provided oil and gas reserve estimates for 2001 to the Department of Energy. Such estimates are compatible with the information furnished to the SEC on Form 10-K, although not necessarily directly comparable due to the requirements of the individual requests. There were no differences in excess of 5%.

      The Corporation has no contracts or agreements to sell fixed quantities of its crude oil production, although derivative instruments are used to reduce the effects of changes in selling prices. In the United States, natural gas is sold to local distribution companies, and commercial, industrial, and other purchasers, on a spot basis and under contracts for varying periods. The Corporation’s United States production is expected to approximate 60% of its 2003 commitments under these contracts which total approximately 345,000 Mcf per day. Natural gas sales commitments for 2004 are comparable. The Corporation attempts to minimize price and supply risks associated with its United States natural gas supply commitments by entering into purchase contracts with third parties having adequate sources of supply, on terms substantially similar to those under its commitments.

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2. Average selling prices and average production costs

      Note A: Includes inter-company transfers valued at approximate market prices and the effect of the Corporation’s hedging activities.

      Note B: Production (lifting) costs consist of amounts incurred to operate and maintain the Corporation’s producing oil and gas wells, related equipment and facilities (including lease costs of floating production and storage facilities) and production and severance taxes. The average production costs per barrel of oil equivalent reflect the crude oil equivalent of natural gas production converted on the basis of relative energy content (six Mcf equals one barrel).

      Note C: Variations in production costs reflect changes in the mix of the Corporation’s producing fields in Africa and Asia, including fields held under production sharing contracts.

      The foregoing tabulation does not include substantial costs and charges applicable to finding and developing proved oil and gas reserves, nor does it reflect significant outlays for related general and administrative expenses, interest expense and income taxes.

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3. Gross and net undeveloped acreage at December 31, 2002

      Note A: Includes acreage held under production sharing contracts.

      Note B: Approximately one-third of net undeveloped acreage held at December 31, 2002 will expire during the next three years.

4. Gross and net developed acreage and productive wells at December 31, 2002

      Note A: Includes multiple completion wells (wells producing from different formations in the same bore hole) totaling 158 gross wells and 43 net wells.

5. Number of net exploratory and development wells drilled

6. Number of wells in process of drilling at December 31, 2002

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      Two actions, which have been consolidated in United States District Court for the District of New Jersey, have been commenced against certain executive officers and former executive officers of the Registrant alleging that these individuals sold shares of the Registrant’s common stock in advance of the Registrant’s acquisition of Triton Energy Limited (“Triton”) in 2001 in violation of federal securities laws. In addition to the federal actions, four derivative actions seeking damages on behalf of the Registrant, all of which have been consolidated as a derivative action in the Superior Court of the State of New Jersey, have been commenced against certain executive officers and former executive officers of the Registrant, some of whom are also directors, alleging, among other things, that the officers breached their fiduciary duties by misusing material non-public information of the Registrant to personally profit from sales of the Registrant’s common stock. The Registrant believes that these actions are without merit and is advancing expenses to these individuals in accordance with the By-Laws of the Registrant to defend these actions. The Registrant believes that these actions will not have a material adverse effect on the Registrant.

      In July through October 1998, eight lawsuits were filed against Registrant’s subsidiary, Triton and Thomas G. Finck and Peter Rugg, in their capacities as former officers of Triton. The lawsuits were filed in the United States District Court for the Eastern District of Texas, Texarkana Division, and have been consolidated and are styled In re: Triton Energy Limited Securities Litigation. The consolidated complaint alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, in connection with disclosures concerning its properties, operations, and value relating to a prospective sale in 1998 of Triton or of all or a part of its assets. The lawsuits sought recovery of an unspecified amount of compensatory damages, fees and costs.

      On July 29, 2002, Triton, together with Messrs. Finck and Rugg entered into a Stipulation and Agreement of Settlement with the lead plaintiffs and class members (respectively, the “Lead Plaintiffs” and “Class Members”) involved in In Re Triton Energy Limited Securities Litigation pursuant to which Triton agreed to pay a total of $42,000,000 to $49,500,000, depending on proofs of claims submitted by Class Members, to settle all claims asserted by the Lead Plaintiffs and the Class Members against the Defendants. Of this amount, $20,000,000 is covered by Registrant’s insurance. On September 23, 2002 the United States District Court for the Eastern District of Texas, Texarkana Division, entered an Order and Final Judgment approving the settlement. As of the date hereof, Triton and its insurers have paid a total of $42,000,000.

      Registrant has been served with a complaint from the New York State Department of Environmental Conservation (“DEC”) relating to alleged violations at its petroleum terminal in Brooklyn, New York. The complaint, which seeks an order to shut down the terminal and penalties in unspecified amounts, alleges violations involving the structural integrity of certain tanks, the erosion of shorelines and bulkheads, petroleum discharges and improper certification of tank repairs. DEC is also seeking relief relating to remediation of certain gasoline stations in the New York metropolitan area. Registrant believes that many of the allegations are factually inaccurate or based on an incorrect interpretation of applicable law. Registrant has already undertaken efforts to address certain conditions discussed in the complaint. Registrant intends to vigorously contest the complaint, but is involved in settlement discussions with DEC.

      Over the last five years, many refiners have entered into consent agreements to resolve EPA’s assertions that these facilities were modified or expanded without complying with New Source Review regulations that require permits and new emission controls in certain circumstances and other regulations which impose emissions control requirements. These consent agreements, which arise out of an EPA enforcement initiative focusing on petroleum refiners and utilities, have typically imposed substantial civil fines and penalties and required significant capital expenditures to install emissions control equipment. EPA’s enforcement initiative

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      The Corporation periodically receives notices from EPA that the Corporation is a “potentially responsible party” under the Superfund legislation with respect to various waste disposal sites. Under this legislation, all potentially responsible parties are jointly and severally liable. For certain sites, EPA’s claims or assertions of liability against the Corporation relating to these sites have not been fully developed. With respect to the remaining sites, EPA’s claims have been settled, or a proposed settlement is under consideration, in all cases for amounts which are not material. The ultimate impact of these proceedings, and of any related proceedings by private parties, on the business or accounts of the Corporation cannot be predicted at this time due to the large number of other potentially responsible parties and the speculative nature of clean-up cost estimates, but is not expected to be material.

      The Corporation is from time to time involved in other judicial and administrative proceedings, including proceedings relating to other environmental matters. Although the ultimate outcome of these proceedings cannot be ascertained at this time and some of them may be resolved adversely to the Corporation, no such proceeding is required to be disclosed under applicable rules of the Securities and Exchange Commission. In management’s opinion, based upon currently known facts and circumstances, such proceedings in the aggregate will not have a material adverse effect on the financial condition of the Corporation.

Item 4. Submission of Matters to a Vote of Security Holders

      During the fourth quarter of 2002, no matter was submitted to a vote of security holders through the solicitation of proxies or otherwise.

Executive Officers of the Registrant

      The following table presents information as of February 1, 2003 regarding executive officers of the Registrant:

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*

All officers referred to herein hold office in accordance with the By-Laws until the first meeting of the Directors following the annual meeting of stockholders of the Registrant and until their successors shall have been duly chosen and qualified. Each of said officers was elected to the office set forth opposite his name on May 1, 2002. The first meeting of Directors following the next annual meeting of stockholders of the Registrant is scheduled to be held May 7, 2003.

      Except for Messrs. O’Connor, Maxted, Paver, Rielly and Strode, each of the above officers has been employed by the Registrant or its subsidiaries in various managerial and executive capacities for more than five years. Mr. O’Connor had served in senior executive positions at Texaco Inc. and BHP Petroleum prior to his employment with the Registrant in October 2001. Prior to the acquisition by Registrant of Triton Energy Limited (“Triton”) in 2001, Mr. Maxted served in a senior executive position at Triton. Mr. Paver had served in a senior executive position at BHP Petroleum prior to his employment with a subsidiary of Registrant in October 2002. Mr. Rielly had been a partner of Ernst & Young LLP prior to his employment with the Registrant in April 2001. Prior to his employment with the Registrant in April 2000, Mr. Strode had served in senior executive positions in the area of exploration at Vastar Resources, Inc. and Atlantic Richfield Company.

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PART II

      Information pertaining to the market for the Registrant’s Common Stock, high and low sales prices of the Common Stock in 2002 and 2001, dividend payments and restrictions thereon and the number of holders of Common Stock is presented on page 25 (Financial Review), page 36 (Long-Term Debt) and on page 54 (Ten-Year Summary of Financial Data) of the accompanying 2002 Annual Report to Stockholders, which has been incorporated herein by reference.

      A Ten-Year Summary of Financial Data is presented on pages 52 through 55 of the accompanying 2002 Annual Report to Stockholders, which has been incorporated herein by reference.

      The information required by this item is presented on pages 14 through 25 of the accompanying 2002 Annual Report to Stockholders, which has been incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

      The information required by this item is presented under “Market Risk Disclosure” on pages 20 through 23 and in Footnote 15 on pages 41 and 42 of the accompanying 2002 Annual Report to Stockholders, which has been incorporated herein by reference.

      The consolidated financial statements, including the Report of Ernst & Young LLP, Independent Auditors, the Supplementary Oil and Gas Data (unaudited) and the Quarterly Financial Data (unaudited) are presented on pages 25 through 51 of the accompanying 2002 Annual Report to Stockholders, which has been incorporated herein by reference.

      None.

      Information relating to Directors is incorporated herein by reference to “Election of Directors” from the Registrant’s definitive proxy statement for the annual meeting of stockholders to be held on May 7, 2003.

      Information regarding executive officers is included in Part I hereof.

      Information relating to executive compensation is incorporated herein by reference to “Election of Directors–Executive Compensation and Other Information,” other than information under “Compensation Committee Report on Executive Compensation” and “Performance Graph” included therein, from the Registrant’s definitive proxy statement for the annual meeting of stockholders to be held on May 7, 2003.

      Information pertaining to security ownership of certain beneficial owners and management is incorporated herein by reference to “Election of Directors–Ownership of Voting Securities by Certain Beneficial Owners” and “Election of Directors–Ownership of Equity Securities by Management” from the Registrant’s definitive proxy statement for the annual meeting of stockholders to be held on May 7, 2003.

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      Following is information on the Registrant’s equity compensation plans at December 31, 2002:

      Information relating to this item is incorporated herein by reference to “Election of Directors” from the Registrant’s definitive proxy statement for the annual meeting of stockholders to be held on May 7, 2003.

      Based upon their evaluation of the Corporation’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of December 31, 2002, John B. Hess, Chief Executive Officer, and John Y. Schreyer, Chief Financial Officer, concluded that these disclosure controls and procedures were effective as of December 31, 2002.

      There have been no significant changes in the Corporation’s internal controls or in other factors that could significantly affect internal controls after December 31, 2002.

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PART IV

      (a) 1. and 2. Financial statements and financial statement schedules

	The financial statements filed as part of this Annual Report on Form 10-K are listed in the accompanying index to financial statements and schedules.

               3. Exhibits

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* These exhibits relate to executive compensation plans and arrangements.

          (b) Reports on Form 8-K

      During the three months ended December 31, 2002, Registrant filed or furnished the following reports on Form 8-K: i) report on October 24, 2002 furnishing under Item 9 the prepared remarks of the Chairman of the Board of Registrant at a public conference call held on that date, and (ii) a filing on December 5, 2002 reporting under Item 5 the election of Craig G. Matthews as a member of the Registrant’s Board of Directors.

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SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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, on the 26th day of March 2003.

	AMERADA HESS CORPORATION
	(Registrant)

	By	/s/ JOHN Y. SCHREYER

	.....................................................
	(John Y. Schreyer)
	Executive Vice President and
	Chief Financial Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

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I, John B. Hess, certify that:

      1. I have reviewed this annual report on Form 10-K of Amerada Hess Corporation;

      2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

      3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

      4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
	c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

      5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

      6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

	By	/s/ JOHN B. HESS

	....................................................
	John B. Hess
	Chairman of the Board and
	Chief Executive Officer

Date: March 26, 2003

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I, John Y. Schreyer, certify that:

      1. I have reviewed this annual report on Form 10-K of Amerada Hess Corporation;

      2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

      3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

      4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
	c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

      5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

      6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

	By	/s/ JOHN Y. SCHREYER

	....................................................
	John Y. Schreyer
	Executive Vice President and
	Chief Financial Officer

Date: March 26, 2003

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AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

*	The financial statements and notes thereto together with the Report of Ernst & Young LLP, Independent Auditors, on pages 26 through 46, the Quarterly Financial Data (unaudited) on page 25, and the Supplementary Oil and Gas Data (unaudited) on pages 47 through 51 of the accompanying 2002 Annual Report to Stockholders are incorporated herein by reference.

**	Schedules other than Schedule II have been omitted because of the absence of the conditions under which they are required or because the required information is presented in the financial statements or the notes thereto.

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CONSENT OF INDEPENDENT AUDITORS

      We consent to the incorporation by reference in this Annual Report (Form 10-K) of Amerada Hess Corporation of our report dated February 21, 2003, included in the 2002 Annual Report to Stockholders of Amerada Hess Corporation.

      Our audits also included the financial statement schedule of Amerada Hess Corporation listed in Item 14(a). This schedule is the responsibility of the Corporation’s management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

      We also consent to the incorporation by reference in the Registration Statements (Form S-8, Nos. 333-94851, 333-43569, 333-43571 and 33-65115) pertaining to the Amerada Hess Corporation Employees’ Savings and Stock Bonus Plan, Amerada Hess Corporation Savings and Stock Bonus Plan for Retail Operations Employees and the 1995 Long-Term Incentive Plan.

New York, N.Y.

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Schedule II

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2002, 2001 and 2000

(in millions)