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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):  January 27, 2010

HESS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Registrant's Telephone Number, Including Area Code:  (212) 997-8500

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02.  Results of Operations and Financial Condition.

On January 27, 2010, Hess Corporation issued a news release reporting estimated results for the fourth quarter of 2009.  A copy of this news release is attached hereto as Exhibit 99(1) and is hereby incorporated by reference.  

Item 7.01.  Regulation FD Disclosure.

Furnished hereunder are the prepared remarks of John B. Hess, Chairman of the Board of Directors and Chief Executive Officer of Hess Corporation at a public conference call held on January 27, 2010.  A copy of his remarks is attached as Exhibit 99(2) and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

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 hereunto duly authorized.

Date: January 27, 2010

EXHIBIT INDEX

4

Exhibit 99.1

Hess Reports Estimated Results for the Fourth Quarter of 2009

Fourth Quarter Highlights:

• Net Income was $358 million compared with a loss of $74 million in the fourth quarter 2008
• Oil and gas production was 415,000 barrels per day, up from 379,000 in the fourth quarter 2008
• Capital and exploratory expenditures were $992 million, down from $1,250 million in the fourth quarter 2008
• Year end total proved reserves were 1,437 million barrels; reserve replacement for 2009 was 103 percent

NEW YORK--(BUSINESS WIRE)--January 27, 2010--Hess Corporation (NYSE: HES) reported net income of $358 million for the fourth quarter of 2009 compared with a net loss of $74 million for the fourth quarter of 2008. The after-tax results by major operating activity were as follows:

Note: See the following page for a table of items affecting comparability of earnings between periods.

Exploration and Production earnings were $494 million in the fourth quarter of 2009 compared with a loss of $125 million in the fourth quarter of 2008. The Corporation’s oil and gas production was 415,000 barrels of oil equivalent per day in the fourth quarter of 2009, an increase of 9.5% from the fourth quarter of 2008. The Corporation’s average worldwide crude oil selling price, including the effect of hedging, was $63.74 per barrel in the fourth quarter of 2009 compared with $45.00 per barrel in the fourth quarter of 2008. The Corporation’s average worldwide natural gas selling price was $5.19 per Mcf in the fourth quarter of 2009 compared with $6.26 per Mcf in the fourth quarter of 2008.

Oil and gas proved reserves were 1,437 million barrels of oil equivalent at the end of 2009, compared to 1,432 million barrels at the end of 2008. During 2009, the Corporation added 157 million barrels of oil equivalent to proved reserves. These additions, which are subject to final review, replaced approximately 103 percent of the Corporation’s 2009 production, resulting in a reserve life of 9.5 years.

Marketing and Refining earnings were $17 million in the fourth quarter of 2009 compared with $152 million in the fourth quarter of 2008. Refining operations generated a loss of $40 million in the fourth quarter of 2009 compared with income of $27 million in the fourth quarter of 2008, as a result of lower refining margins. Marketing earnings were $45 million in the fourth quarter of 2009 compared with $138 million in the fourth quarter of 2008, primarily due to lower margins. Trading activities produced income of $12 million in the fourth quarter of 2009 and a loss of $13 million in the fourth quarter of 2008.

The following table reflects the total after-tax impact of items affecting comparability of earnings between periods (in millions):

In the fourth quarter of 2009, the Corporation recorded after-tax charges of $34 million related to the repurchase of $546 million of bonds that were scheduled to mature in 2011 and $10 million for pension plan settlements related to employee retirements.

Net cash provided by operating activities was $1,271 million in the fourth quarter of 2009 compared with $493 million in the fourth quarter of 2008. Capital and exploratory expenditures were $992 million in the fourth quarter of 2009, of which $957 million related to Exploration and Production operations. Capital and exploratory expenditures for the fourth quarter of 2008 amounted to $1,250 million, of which $1,160 million related to Exploration and Production operations.

At December 31, 2009, cash and cash equivalents totaled $1,362 million compared with $908 million at December 31, 2008. Total debt was $4,467 million at December 31, 2009 and $3,955 million at December 31, 2008. The Corporation’s debt to capitalization ratio at December 31, 2009 was 24.8 percent compared with 24.2 percent at the end of 2008.

Hess Corporation will review fourth quarter financial and operating results and other matters on a webcast at 10 a.m. today. For details on the event, refer to the Investor Relations section of our website at www.hess.com.

Hess Corporation, with headquarters in New York, is a leading global independent energy company engaged in the exploration for and production of crude oil and natural gas, as well as in refining and marketing refined petroleum products, natural gas and electricity. More information on Hess Corporation is available at www.hess.com.

Forward Looking Statements

Certain statements in this release may constitute "forward-looking statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Forward-looking statements are subject to known and unknown risks and uncertainties and other factors which may cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, uncertainties inherent in the measurement and interpretation of geological, geophysical and other technical data.

CONTACT:
Hess Corporation
Investors:
Jay Wilson, 212-536-8940
or
Media:
Jon Pepper, 212-536-8550

Exhibit 99.2

2009 Fourth Quarter Earnings Conference Call

Thank you Jay. Welcome to our fourth quarter conference call. I would like to review key achievements of 2009 and provide some guidance for 2010. Greg Hill will then discuss our Exploration and Production business and John Rielly will review our financial results.

Corporate net income for the full-year 2009 was $740 million.  Exploration and Production earned $1.04 billion and Marketing and Refining earned $127 million.  While our earnings were down versus the previous year, our results reflected strong production performance, increasing crude oil prices throughout 2009 and successful cost reduction efforts.

In terms of our 2010 capital and exploratory program, we are revising our budget to $4.1 billion from $3.9 billion.  This increase of $200 million is the result of the strategic asset trade with Shell, announced in December, in which we will assume Shell’s interest in the Valhall and Hod Fields in Norway in exchange for Hess’ interest in the Clair Field in the United Kingdom and all of Hess’ interests in Gabon.  The transaction is anticipated to close in the first quarter and be effective January 1, 2010.  As another step to improve our portfolio we completed the sale earlier this month of our interest in Jambi Merang in Indonesia, receiving proceeds of $180 million.

As in previous years, substantially all of our 2010 spending will be targeted to Exploration and Production, with $2.4 billion budgeted for production operations, $800 million for developments and $850 million for exploration.

With regard to Exploration and Production, in 2009 we replaced 103 percent of production at a FD&A cost of about $20 per barrel of oil equivalent.  At year-end our proved reserves stood at 1.44 billion barrels of oil equivalent and our reserve life was 9.5 years.

In 2009, we increased crude oil and natural gas production 7 percent to 408 thousand barrels of oil equivalent per day.  In 2010, we forecast that crude oil and natural gas production will average between 400 and 410 thousand barrels of oil equivalent per day.  This forecast includes a net reduction of about 3 thousand barrels of oil equivalent per day resulting from the strategic asset trade with Shell.

With regard to developments, the Shenzi Field in the deepwater Gulf of Mexico, in which Hess has a 28 percent interest, commenced production in March and achieved a net rate of about 40 thousand barrels of oil equivalent per day during the second half of 2009.

We also sanctioned our Bakken Shale development in North Dakota.  We plan to build up to a 10 rig program over the next 18 months and invest about $1 billion per year over the next five years.  As a result, we expect net production to increase from 10 thousand barrels of oil equivalent per day currently to 80 thousand barrels of oil equivalent per day in 2015.

In exploration, we had continued success at our 100 percent owned WA-390-P Block offshore Australia, where in 2009 we drilled seven wells, six of which were natural gas discoveries.  In Libya, we successfully flow tested the A1 discovery well on our 100 percent owned Area 54 license and subsequently drilled and successfully flow tested a down-dip appraisal well.

With regard to Marketing and Refining, our full year 2009 financial results were lower than 2008 as the weak economy continued to have a negative impact on our business. Our HOVENSA joint venture refinery experienced losses as a result of significantly lower distillate crack spreads and narrower light/heavy crude oil differentials.  In Retail Marketing, our financial results were adversely affected by lower gasoline volumes, which were 3 percent below last year, and weaker margins, partially offset by higher convenience store sales, which were up nearly 11 percent from last year.  In Energy Marketing, we generated stronger financial results and increased sales of fuel oil and electricity.

In 2009, we maintained a strong financial position in the face of a difficult economic environment.  Our debt to capitalization ratio at year end was 24.8 percent, a slight increase over 2008.  Our liquidity was enhanced by the February 2009 issuance of $1 billion of 10-year notes and $250 million of five-year notes to reduce short-term debt.  Also in the fourth quarter of 2009, we refinanced notes due in 2011 by issuing $750 million of 30-year bonds.

We are pleased with our performance during 2009 despite a challenging and volatile year.  We remain committed to our strategy of investing to profitably grow our reserves and production on a sustainable basis. We are excited about our future investment opportunities which we believe will create long-term value for our shareholders.

I will now turn the call over to Greg Hill.