UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Form 10-Q

For the quarter ended March 31, 2005

or

For the transition period from                      to                     

Commission File Number 1-1204

AMERADA HESS CORPORATION

DELAWARE
(State or other jurisdiction of incorporation or organization)

13-4921002
(I.R.S. employer identification number)

1185 AVENUE OF THE AMERICAS, NEW YORK, N.Y.
(Address of principal executive offices)
10036
(Zip Code)

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

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 proceeding 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 þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o

At March 31, 2005, 92,317,680 shares of Common Stock were outstanding.

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME (UNAUDITED)
Three Months Ended March 31
(in millions, except per share data)

See accompanying notes to consolidated financial statements.

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PART I — FINANCIAL INFORMATION (CONT’D.)

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in millions of dollars, thousands of shares)

See accompanying notes to consolidated financial statements.

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PART I — FINANCIAL INFORMATION (CONT’D.)

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Three months ended March 31
(in millions)

See accompanying notes to consolidated financial statements.

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PART I — FINANCIAL INFORMATION (CONT’D.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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PART I — FINANCIAL INFORMATION (CONT’D.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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PART I — FINANCIAL INFORMATION (CONT’D.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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PART I — FINANCIAL INFORMATION (CONT’D.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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PART I — FINANCIAL INFORMATION (CONT’D.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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PART I — FINANCIAL INFORMATION (CONT’D.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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PART I — FINANCIAL INFORMATION (CONT’D.)

Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition.

      Overview

          The Corporation is a global integrated energy company that operates in two segments, exploration and production (E&P) and refining and marketing (R&M). The E&P segment explores for, produces and sells crude oil and natural gas. The R&M segment manufactures, purchases, trades and markets refined petroleum products and other energy products. Net income was $219 million for the first quarter of 2005, including $263 million from E&P activities and $63 million from R&M operations.

          Exploration and Production: Worldwide oil and gas production averaged 358,000 barrels of oil equivalent per day during the first quarter of 2005. In this period, production commenced from three new fields. In the joint development area of Malaysia and Thailand, production started on Block A-18, which is currently producing natural gas at the rate of approximately 10,000 barrels of oil equivalent per day. The Corporation expects net production from this field to reach approximately 23,000 barrels of oil equivalent per day, following completion of the buyers’ gas separation plant, which is expected by the end of the fourth quarter of 2005. In the United Kingdom, the Clair Field commenced production and is currently producing 1,200 barrels of crude oil per day. The Corporation expects production to increase to a net plateau rate of 6,000 barrels per day. In Azerbaijan, the Corporation has a 2.72% working interest in the ACG fields where crude oil production from the Central Azeri Field started in mid-February.

          At the end of March 2005, the Corporation acquired a 65% interest in a company operating in the Volga-Urals region of Russia. Production is currently averaging 7,500 barrels of oil per day and the Corporation continues to evaluate opportunities in this region.

          In Equatorial Guinea, the Corporation has awarded major contracts on the Okume Complex and the project is on schedule to begin production in early 2007.

          During the first quarter of 2005, the Corporation expensed two deepwater Gulf of Mexico dry holes with costs totaling $93 million before income taxes ($61 million after income taxes). In the second quarter, the Corporation plans to begin drilling two offshore wells in Gabon and the Belud North well offshore Malaysia, which follows our recent Belud South discovery. At the end of the second quarter, the Corporation expects to begin drilling on the Ouachita prospect in Green Canyon Block 376 in the deepwater Gulf of Mexico.

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PART I — FINANCIAL INFORMATION (CONT’D.)

     Overview (Continued)

          Refining and Marketing: In the first quarter of 2005, the Corporation received a cash distribution of $112 million from HOVENSA. Also during the first quarter, scheduled maintenance was completed on the fluid catalytic cracking units at HOVENSA and Port Reading and the refineries are currently operating at full capacity.

          Corporate: In the first quarter of 2005, the Corporation’s Board of Directors approved a plan to repatriate $1.3 billion of foreign earnings under the American Jobs Creation Act of 2004. As a result of approving the plan of repatriation, the Corporation recorded a tax charge of $41 million.

     Results of Operations

          Net income for the first quarter of 2005 amounted to $219 million compared with $281 million in the first quarter of 2004. See the following page for a table of items affecting the comparability of earnings between periods. The after-tax results by major operating activity for the three-months ended March 31, 2005 and 2004 were as follows (in millions, except per share data):

          In the discussion that follows, the financial effects of certain transactions are disclosed on an after-tax basis. Management reviews segment earnings on an after-tax basis and uses after-tax amounts in its review of variances in segment earnings. Management believes that after-tax amounts are a preferable method of explaining variances in earnings, since they show the entire effect of a transaction rather than only the pre-tax amount. After-tax amounts are determined by applying the appropriate income tax rate in each tax jurisdiction to pre-tax amounts.

          The following items, on an after-tax basis, are included in net income in the first quarter of 2005 and 2004 (in millions):

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PART I — FINANCIAL INFORMATION (CONT’D.)

     Results of Operations (Continued)

          The first quarter of 2005 includes a net gain of $11 million ($18 million before income taxes) on the disposition of a mature North Sea asset. In addition, a net gain of $11 million ($19 million before income taxes) was recorded on a legal settlement reflecting the favorable resolution of contingencies on a prior year asset sale. The Corporation also recorded an income tax charge of $41 million related to the planned repatriation of $1.3 billion of foreign earnings under the American Jobs Creation Act of 2004. Income in the first quarter of 2004 includes a net gain from an asset sale of $19 million and an income tax benefit of $13 million resulting from the completion of a prior year United States income tax audit.

     Comparison of Results

     Exploration and Production

          Following is a summarized income statement of the Corporation’s exploration and production operations for the first quarter of 2005 and 2004 (in millions):

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PART I — FINANCIAL INFORMATION (CONT’D.)

     Results of Operations (Continued)

          After considering the gains from asset sales and the legal settlement described above, the remaining changes in exploration and production earnings are primarily attributable to changes in selling prices, sales volumes and operating costs and exploration expenses, as discussed below.

          Selling prices: Higher average selling prices of crude oil and natural gas increased exploration and production revenues by $157 million in the first quarter of 2005 compared with 2004. The Corporation’s average selling prices were as follows:

          Crude oil hedges reduced earnings by $195 million ($308 million before income taxes) in the first quarter of 2005 compared with $73 million ($118 million before income taxes) in the first quarter of 2004.

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PART I — FINANCIAL INFORMATION (CONT’D.)

     Results of Operations (Continued)

          The Corporation has after-tax, deferred hedge losses of $1,658 million recorded in accumulated other comprehensive income (loss) at March 31, 2005 related to crude oil hedges. Of this amount, $1,514 million is unrealized and relates to open hedge positions and the remaining $144 million is realized and relates to closed hedge positions. The deferred realized loss will be recognized in earnings as the underlying barrels are sold. In addition to the gains or losses on open hedge positions, the deferred realized loss on closed hedge positions will reduce earnings during the remainder of 2005 as follows: second quarter - $51 million, third quarter - $48 million and fourth quarter - $45 million. See Market Risk Disclosure for a summary of the Corporation’s open hedge positions.

          Sales and production volumes: The Corporation’s oil and gas production, on a barrel of oil equivalent basis was 358,000 barrels per day in the first quarter of 2005 compared with 346,000 barrels per day in the same period of 2004. The Corporation anticipates that its average production for the full year of 2005 will be approximately 350,000 barrels per day. The Corporation’s net daily worldwide production in the first quarter of each year was as follows (in thousands):

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PART I — FINANCIAL INFORMATION (CONT’D.)

     Results of Operations (Continued)

          Increased production in the first quarter of 2005 includes production from the Llano Field in the Gulf of Mexico, which commenced in the second quarter of 2004. In addition, new production began in the first quarter of 2005 from Block A-18 in the joint development area of Malaysia and Thailand, the Clair Field in the United Kingdom and the Central Azeri Field in Azerbaijan. Due to the timing of liftings in each period, sales volumes were comparable in the first quarter of 2005 and 2004.

          Operating costs and exploration expenses: Production expenses were higher in the first quarter of 2005 reflecting increased production volumes as well as increased maintenance expenses and higher production taxes. Exploration expense was higher in the first quarter of 2005 compared with the first quarter of 2004, primarily due to increased dry hole expense on deepwater Gulf of Mexico wells. In addition, depreciation, depletion and amortization charges were higher in the first quarter of 2005 due to increased production and higher depreciation rates.

          Other: After-tax foreign currency gains amounted to $8 million ($3 million before income taxes) in the first quarter of 2005 compared with losses of $3 million ($13 million before income taxes) in the first quarter of 2004. The pre-tax amounts of foreign currency gains (losses) are included in non-operating income (expense) in the income statement.

          The effective income tax rate for exploration and production operations in the first quarter of 2005 was 42% compared with 46% in the first quarter of 2004.

          The Corporation’s future exploration and production earnings may be impacted by volatility in the selling prices of crude oil and natural gas, reserve and production changes, exploration expenses and changes in tax rates.

     Refining and Marketing

          Earnings from refining and marketing activities amounted to $63 million in the first quarter of 2005 compared with $112 million in the corresponding period of 2004. The Corporation’s downstream operations include HOVENSA L.L.C. (HOVENSA), a 50% owned refining joint venture with a subsidiary of Petroleos de Venezuela S.A. (PDVSA), accounted for on the equity method. Additional refining and marketing activities include a fluid catalytic cracking facility in Port Reading, New Jersey, as well as retail gasoline stations, energy marketing and trading operations.

          Refining: Refining earnings, which consist of the Corporation’s share of HOVENSA’s results, Port Reading earnings, interest income on the PDVSA note and other miscellaneous items, were $42 million in the first quarter of 2005 compared with $74 million in the first quarter of 2004. The Corporation’s share of HOVENSA’s income, after income taxes of $19 million, was $31 million in the first quarter of 2005 compared with income of $51 million in the first quarter of 2004. The fluid catalytic cracking unit at HOVENSA was shutdown for 30 days of planned maintenance in the first quarter. Port Reading earnings were $7 million in the first quarter of 2005 compared with $14 million in the first quarter of 2004, reflecting the effects of a 36-day shutdown for planned maintenance in 2005.

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PART I — FINANCIAL INFORMATION (CONT’D.)

     Results of Operations (Continued)

          After-tax interest on the PDVSA note amounted to $4 million in the first quarters of 2005 and 2004. In 2005, the Corporation provided deferred income taxes at the Virgin Islands statutory rate of 38.5% on HOVENSA’s income and the interest income on the PDVSA note. In the first quarter of 2004, income taxes on HOVENSA’s earnings were offset by available loss carryforwards.

          The following table summarizes refinery utilization rates in the first quarter of 2005 and 2004:

          Marketing: Marketing earnings, which consist principally of retail gasoline and energy marketing activities, were $13 million in the first quarter of 2005 compared with $23 million in the same period of 2004. Retail gasoline operations generated losses in the first quarter of 2005 and 2004 due to weak margins. Earnings from energy marketing activities were comparable in the first quarter of 2005 and 2004. Total refined product sales volumes were 462,000 barrels per day in the first quarter of 2005 and 483,000 barrels per day in the first quarter of 2004.

          The Corporation has a 50% voting interest in a consolidated partnership that trades energy commodities and energy derivatives. The Corporation also takes trading positions for its own account. The Corporation’s after-tax results from trading activities, including its share of the earnings of the trading partnership amounted to income of $8 million in the first quarter of 2005 and $15 million in the first quarter of 2004.

          Refining and marketing earnings will likely continue to be volatile reflecting competitive industry conditions and supply and demand factors, including the effects of weather.

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PART I — FINANCIAL INFORMATION (CONT’D.)

     Results of Operations (Continued)

     Corporate

          After-tax corporate expenses amounted to $69 million in the first quarter of 2005 compared with $2 million in same period of 2004. The first quarter of 2005 includes an income tax provision of $41 million for repatriation of foreign earnings to the United States under the American Jobs Creation Act of 2004. The results for the first quarter of 2004 include a non-cash income tax benefit of $13 million resulting from the completion of a prior year United States income tax audit. Excluding these items, the increase in Corporate expenses is primarily due to severance and other benefit costs.

     Interest

          Interest expense in the first quarter of 2005 and 2004 was as follows:

          After-tax interest expense for the full year of 2005 is anticipated to be lower than in 2004, primarily due to increased capitalized interest.

     Sales and Other Operating Revenues

          Sales and other operating revenues increased by 10% in the first quarter of 2005 compared with the corresponding period of 2004. This increase principally reflects increased selling prices of crude oil, natural gas and refined products, partially offset by lower sales volumes of refined products. The increase in cost of goods sold also reflects the increased costs of refined products purchased.

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PART I — FINANCIAL INFORMATION (CONT’D.)

     Liquidity and Capital Resources

          Overview: Cash flows from operating activities in the first quarter of 2005 totaled $461 million, including changes in operating assets and liabilities. Cash and short-term investments at March 31, 2005 totaled $844 million, a decrease of $33 million from year-end. At March 31, 2005, the Corporation’s debt to capitalization ratio was 43.2% compared to 40.7% at December 31, 2004. Total debt was $3,826 million at March 31, 2005 and $3,835 million at December 31, 2004.

          Cash Flows from Operating Activities: Net cash provided by operating activities including changes in operating assets and liabilities totaled $461 million in the first quarter of 2005 compared with $394 million in the same period of 2004. In the first quarter of 2005, the Corporation received a cash distribution of $112 million from HOVENSA.

          Cash Flows from Investing Activities: The following table summarizes the Corporation’s capital expenditures:

          Investing activities in the first quarter of 2005 include $25 million for the initial investment in a company with a producing property and exploration acreage in Russia and $15 million for the purchase of energy marketing customer accounts and related assets. Proceeds from asset sales totaled $18 million in 2005 and $33 million in 2004.

          Cash Flows from Financing Activities: The Corporation reduced debt by $9 million during the first quarter of 2005. Debt reduction in the first quarter of 2004 was $13 million. Dividends paid were approximately $67 million in both periods. During the first three months of 2005, the Corporation received proceeds from the exercise of stock options totaling $16 million ($11 million in the same period of 2004).

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PART I — FINANCIAL INFORMATION (CONT’D.)

     Liquidity and Capital Resources (Continued)

          Future Capital Requirements and Resources: Capital expenditures excluding acquisitions, if any, for the remainder of 2005 are currently estimated to be approximately $1,650 million. The Corporation anticipates that available cash and cash flow from operations will fund these expenditures; however, revolving credit facilities are available, if necessary.

          With higher crude oil prices, the Corporation’s collateral requirements under certain contracts with hedging and trading counterparties have increased. Outstanding letters of credit were $2,425 million at March 31, 2005, including $800 million drawn against the Corporation’s revolving credit facility, $500 million under a committed short-term letter of credit facility entered into in the first quarter of 2005, and the remainder under uncommitted lines. Outstanding letters of credit were $1,487 million at December 31, 2004. At March 31, 2005, the Corporation has $1,700 million available under its $2.5 billion syndicated revolving credit agreement and has additional unused lines of credit of $27 million, primarily for letters of credit, under uncommitted arrangements with banks. The Corporation also has a shelf registration under which it may issue $825 million of additional debt securities, warrants, common stock or preferred stock.

          Loan agreement covenants allow the Corporation to borrow an additional $4.5 billion for the construction or acquisition of assets at March 31, 2005. The maximum amount of dividends that can be paid from borrowings under the loan agreements is $1.7 billion at March 31, 2005.

          Libya: Prior to June 30, 1986, the Corporation had extensive exploration and production operations in Libya; however, U.S. Government sanctions required suspension of participation in these operations. The Corporation wrote off the book value of its Libyan assets in connection with the cessation of operations. During 2004, the Corporation received U.S. Government authorization to negotiate and execute an agreement with the government of Libya that would define the terms for resuming active participation in the Libyan properties. The U.S. Government has lifted most of the sanctions imposed on Libya and has rescinded the Libya portions of the Iran-Libya Sanction Act of 1976. As a result, the Corporation and its partners will be able to resume operations in Libya if they are able to reach a successful conclusion to commercial negotiations. If these negotiations are successful, management anticipates capital expenditures will increase over the current plan.

          Repatriation Provisions of the American Jobs Creation Act of 2004: The American Jobs Creation Act (the Act) provides for a one-time reduction in the income tax rate to 5.25% on eligible dividends from foreign subsidiaries to a U.S. parent. In the first quarter of 2005, the Corporation’s Board of Directors approved a plan to repatriate $1.3 billion of unremitted foreign earnings. As a result, the Corporation recorded a tax provision of $41 million in the first quarter of 2005. The Corporation is reviewing the possibility of additional repatriations during 2005. The maximum additional amount that the Corporation could repatriate under the Act is approximately $600 million. The Corporation estimates that an additional tax provision of up to $32 million would be recorded, depending on the incremental amount repatriated, if any.

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PART I — FINANCIAL INFORMATION (CONT’D.)

     Liquidity and Capital Resources (Continued)

          Credit Ratings: Two credit rating agencies have rated the Corporation’s debt as investment grade; one agency’s rating is below investment grade. If another rating agency were to reduce its credit rating below investment grade, the Corporation would have to comply with a more stringent financial covenant contained in its revolving credit facility. In addition, the incremental margin requirements with hedging and trading counterparties at March 31, 2005 would be approximately $57 million.

          Other: In connection with the sale of six vessels in 2002, the Corporation agreed to support the buyer’s charter rate on these vessels for up to five years. The support agreement requires that if the actual contracted rate for the charter of a vessel is less than the stipulated support rate in the agreement, the Corporation will pay to the buyer the difference between the contracted rate and the stipulated rate. The balance in the charter support reserve at January 1 and March 31, 2005 was approximately $10 million.

          At January 1, 2005, the Corporation had an accrual of $39 million for severance and vacated office costs in London. During the first three months of 2005, $2 million of payments were made, reducing the accrual to $37 million at March 31, 2005. Additional accruals totaling $35 million, before income taxes, for office space to be vacated are anticipated in the second half of 2005.

          Off-Balance Sheet Arrangements: The Corporation has leveraged leases not included in its balance sheet, primarily related to retail gasoline stations that the Corporation operates. The net present value of these leases is $471 million at March 31, 2005. The Corporation’s March 31, 2005 debt to capitalization ratio would increase from 43.2% to 46.1% if the leases were included as debt.

          The Corporation guarantees the payment of up to 50% of HOVENSA’s crude oil purchases from suppliers other than PDVSA. At March 31, 2005, the guarantee amounted to $128 million. This amount fluctuates based on the volume of crude oil purchased and related crude oil prices. In addition, the Corporation has agreed to provide funding up to a maximum of $40 million to the extent HOVENSA does not have funds to meet its senior debt obligations.

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PART I — FINANCIAL INFORMATION (CONT’D.)

     Market Risk Disclosure

          In the normal course of its business, the Corporation is exposed to commodity risks related to changes in the price of crude oil, natural gas, refined products and electricity, as well as to changes in interest rates and foreign currency values. In the disclosures that follow, these operations are referred to as non-trading activities. The Corporation also has trading operations, principally through a 50% voting interest in a trading partnership. These activities are also exposed to commodity risks primarily related to the prices of crude oil, natural gas and refined products.

          Instruments: The Corporation primarily uses forward commodity contracts, foreign exchange forward contracts, futures, swaps, options and energy commodity linked securities in its non-trading and trading activities. These contracts are widely traded instruments mainly with standardized terms.

          Quantitative Measures: The Corporation uses value-at-risk to monitor and control commodity risk within its trading and non-trading activities. The value-at-risk model uses historical simulation and the results represent the potential loss in fair value over one day at a 95% confidence level. The model captures both first and second order sensitivities for options. The potential change in fair value based on commodity price risk is presented in the non-trading and trading sections below.

          Non-Trading: The Corporation’s exploration and production segment uses futures and swaps to fix the selling prices of a portion of its future production and the related gains or losses are an integral part of its selling prices. As of March 31, the Corporation has open hedge positions on a portion of its worldwide crude oil production, but no natural gas hedges. Following is a summary of the crude oil hedges:

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PART I — FINANCIAL INFORMATION (CONT’D.)

     Market Risk Disclosure (Continued)

          Because the selling price of crude oil has increased significantly since the hedges were acquired, accumulated other comprehensive income (loss) at March 31, 2005 includes after-tax deferred losses of $1,658 million ($144 million of realized losses and $1,514 million of unrealized losses) related to crude oil contracts used as hedges of exploration and production sales. As market conditions change, the Corporation may adjust its hedge percentages.

          The Corporation also markets energy commodities including refined petroleum products, natural gas and electricity. The Corporation uses futures and swaps to fix the purchase prices of commodities to be sold under fixed-price sales contracts.

          The Corporation estimates that at March 31, 2005, the value-at-risk for commodity related derivatives that are settled in cash and used in non-trading activities was $121 million ($108 million at December 31, 2004). The results may vary from time to time as hedge levels change.

          Trading: The trading partnership in which the Corporation has a 50% voting interest trades energy commodities and derivatives. The accounts of the partnership are consolidated with those of the Corporation. The Corporation also takes trading positions for its own account. These strategies include proprietary position management and trading to enhance the potential return on assets. The information that follows represents 100% of the trading partnership and the Corporation’s proprietary trading accounts.

          In trading activities, the Corporation is exposed to changes in crude oil, natural gas and refined product prices. Trading positions include futures, forwards, swaps, options and energy commodity linked securities. In some cases, physical purchase and sale contracts are used as trading instruments and are included in the trading results.

          The following table provides an assessment of the factors affecting the changes in fair value of trading activities and represents 100% of the trading partnership and other trading activities (in millions):

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PART I — FINANCIAL INFORMATION (CONT’D.)

Market Risk Disclosures (continued)

          Gains or losses from sales of physical products are recorded at the time of sale. Derivative trading transactions are marked-to-market and are reflected in income currently. Total realized losses for the first quarter of 2005 amounted to $93 million ($8 million for the first three months of 2004).

          The Corporation uses observable market values for determining the fair value of its trading instruments. In cases where actively quoted prices are not available, other external sources are used which incorporate information about commodity prices in actively quoted markets, quoted prices in less active markets and other market fundamental analysis. Internal estimates are based on internal models incorporating underlying market information such as commodity volatilities and correlations. The Corporation’s risk management department regularly compares valuations to independent sources and models. The following table summarizes the sources of fair values of derivatives used in the Corporation’s trading activities at March 31, 2005 (in millions):

          The Corporation estimates that at March 31, 2005, the value-at-risk for trading activities, including commodities, was $7 million ($17 million at December 31, 2004). The results may change from time to time as strategies change to capture potential market rate movements.

          The following table summarizes the fair values of net receivables relating to the Corporation’s trading activities and the credit ratings of counterparties at March 31, 2005 (in millions):

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PART I — FINANCIAL INFORMATION (CONT’D.)

     Forward-Looking Information

          Certain sections of Management’s Discussion and Analysis of Results of Operations and Financial Condition, including references to the Corporation’s future results of operations and financial position, liquidity and capital resources, capital expenditures, oil and gas production, tax rates, debt repayment, hedging, derivative and market risk disclosures and off-balance sheet arrangements include forward-looking information. Forward-looking disclosures are based on the Corporation’s current understanding and assessment of these activities and reasonable assumptions about the future. Actual results may differ from these disclosures because of changes in market conditions, government actions and other factors.

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PART I — FINANCIAL INFORMATION (CONT’D.)

Item 3. Quantitative and Qualitative Disclosures about Market Risk

          The information required by this item is presented under Item 2, “Management’s Discussion and Analysis of Results of Operations and Financial Condition – Market Risk Disclosure.”

Item 4. Controls and Procedures

          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 March 31, 2005, John B. Hess, Chief Executive Officer, and John P. Rielly, Chief Financial Officer, concluded that these disclosure controls and procedures were effective as of March 31, 2005.

          There were no significant changes in the Corporation’s internal controls or in other factors that have materially affected, or are reasonably likely to materially affect, internal controls during the quarter ended March 31, 2005.

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PART II- OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

     a. Exhibits

     b. Reports on Form 8-K

During the quarter ended March 31, 2005, Registrant filed three reports on Form 8-K:

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SIGNATURES

     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.

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