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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. - ----------------------------------------------------------------------------- 1(a) NAME OF ISSUER (Please type or print) Hess Corporation 1(b) IRS IDENT. NO. 13-4921002 1(c) S.E.C. FILE NO. 1-1204 1(d) ADDRESS OF ISSUER STREET 1185 Avenue of the Americas CITY STATE ZIP CODE New York NY 10036 1(e) TELEPHONE AREA CODE |NUMBER | 212 |997-8500 - ---------------------------------------------------------------------------- 2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD George F. Sandison 2(b) IRS IDENT. NO. 2(c) RELATIONSHIP TO ISSUER Officer 2(d) ADDRESS STREET 1185 Avenue of the Americas CITY STATE ZIP CODE New York NY 10036 - ---------------------------------------------------------------------------- INSTRUCTIONS: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number. - ---------------------------------------------------------------------------- 3(a) Title of the Class of Securities To Be Sold Common Stock par value $1.00 per share 3(b) Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities National Financial Services LLC 82 Devonshire Street Boston, MA 02109 SEC USE ONLY Broker-Dealer File Number 3(c) Number of Shares or Other Units To Be Sold (See instr. 3(c)) 33,000 3(d) Aggregate Market Value (See instr. 3(d)) $1,745,700.00 (as of close on 7/31/2006) 3(e) Number of Shares or Other Units Outstanding (See instr. 3(e)) 93,462,944 (280,388,832 after 3 for 1 stock split effected 5/31/2006) 3(f) Approximate Date of Sale (See instr. 3(f)) (MO. DAY YR.) Commencing on or after 8/1/2006 3(g) Name of Each Securities Exchange (See instr. 3(g)) New York Stock Exchange - ------------------------------------------------------------------------- INSTRUCTIONS: 1. (a) Name of issuer (b) Issuer's I.R.S. Identification Number (c) Issuer's S.E.C. file number, if any (d) Issuer's address, including zip code (e) Issuer's telephone number, including area code 2. (a) Name of person for whose account the securities are to be sold (b) Such person's I.R.S. identification number, if such person is an entity (c) Such person's relationship to the isuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing) (d) Such person's address, including zip code 3. (a) Title of the class of securities to be sold (b) Name and address of each broker through whom the securities are intended to be sold (c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount) (d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice (e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer (f) Approximate date on which the securities are to be sold (g) Name of each securities exchange, if any, on which the securities are intended to be sold TABLE I - SECURITIES TO BE SOLD Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor: - ------------------------------------------------------------------------- Title of Class Common Stock par value $1.00 per share Date you Acquired To be acquired upon exercise of option on unrestricted stock expected to commence on or after 8/1/2006 Nature of Acquisition Transaction Exercise of option on unrestricted stock Name of Person from Whom Acquired (If gift, also give date donor acquired) Hess Corporation Amount of Securities Acquired 33,000 Date of Payment On or after 8/1/2006 Nature of Payment Cash - --------------------------------------------------------------------------- INSTRUCTIONS: If the securities were purchased and full payment therefor was not made in cash at the time of purchae, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other oblication was discharged in full or the last installment paid. TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold. - --------------------------------------------------------------------------- Name and Address of Seller: George F. Sandison c/o Hess Corporation 1185 Avenue of the Americas New York, NY 10036 Title of Securities Sold Common Stock par value $1.00 per share Date of Sale From 8/1/2006 Amount of Securities Sold Gross Proceeds 33,000 1,745,700.00 - --------------------------------------------------------------------------- REMARKS: INSTRUCTIONS: See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. ATTENTION: The person for whose account the securities to which this notice relates are to sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. 8/1/2006 /s/George F. Sandison - --------------------- -------------------------------- DATE OF NOTICE (SIGNATURE) The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures. - ------------------------------------------------------------------------- ATTENTION: International misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) - -------------------------------------------------------------------------