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AMERADA HESS CORPORATION

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):
July 28, 2004

AMERADA HESS CORPORATION

(Exact Name of Registrant as Specified in Charter)


DELAWARE	No. 1-1204	No. 13-4921002
(State or Other	(Commission	(IRS Employer
Jurisdiction of Incorporation)	File Number)	Identification No.)

1185 Avenue of the Americas
New York, New York 10036
(Address of Principal Executive Offices) (Zip Code)

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

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

TABLE OF CONTENTS


	Item 7. Financial Statements and Exhibits
	Item 9. Regulation FD Disclosure
	Item 12. Results of Operations and Financial Condition
SIGNATURE
EXHIBIT INDEX
NEWS RELEASE
PREPARED REMARKS OF JOHN B. HESS

Item 7. Financial Statements and Exhibits.

99(1) News release dated July 28, 2004 reporting results for the second quarter of 2004.

99(2) Prepared remarks of John B. Hess.

Item 9. Regulation FD Disclosure.

Furnished hereunder are the prepared remarks of John B. Hess, Chairman of the Board of Directors and Chief Executive Officer of Amerada Hess Corporation, at a public conference call held on July 28, 2004. A copy of these remarks is attached as Exhibit 99(2) and is incorporated herein by reference.

Item 12. Results of Operations and Financial Condition.

On July 28, 2004, Amerada Hess Corporation issued a news release reporting its results for the second quarter of 2004. A copy of this news release is attached hereto as Exhibit 99(1) and is hereby incorporated by reference.

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: July 28, 2004


AMERADA HESS CORPORATION
By:	/s/John P. Rielly
Name:	John P. Rielly
Title:		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description
99(1)		News release dated July 28, 2004 reporting results for the second quarter of 2004.
99(2)		Prepared remarks of John B. Hess

NEWS RELEASE

Exhibit 99(1)

news release


AMERADA HESS CORPORATION	1185 Avenue of the Americas, N.Y., N.Y. 10036

FOR IMMEDIATE RELEASE

AMERADA HESS REPORTS RESULTS FOR THE SECOND QUARTER OF 2004

New York, New York....July 28, 2004...Amerada Hess Corporation (NYSE: AHC) reported net income of $288 million for the second quarter of 2004 compared with income of $252 million for the second quarter of 2003. Net income in the second quarter of 2004 and 2003 includes income of $7 million and $189 million, respectively, from discontinued operations. The after-tax results by major operating activity in 2004 and 2003 are as follows:


	Three months ended						Six months ended
	June 30 (unaudited)						June 30 (unaudited)
	2004			2003			2004			2003
	(In millions, except per share amounts)
Exploration and production	$	182		$	88		$	389		$	207
Refining and marketing		160			46			272			183
Corporate		(24	)		(27	)		(26	)		(47	)
Interest expense		(37	)		(44	)		(73	)		(91	)

Income from continuing operations		281			63			562			252
Discontinued operations
Net gains from asset sales		—			175			—			116
Income from operations		7			14			7			53
Income from cumulative effect of accounting change		—			—			—			7

Net income	$	288		$	252		$	569		$	428

Income per share from continuing operations (diluted)	$	2.77		$	.71		$	5.54		$	2.84

Net income per share (diluted)	$	2.84		$	2.83		$	5.61		$	4.81

Exploration and production earnings from continuing operations were $182 million in the second quarter of 2004 compared with $88 million in the second quarter of 2003. The Corporation’s oil and gas production, on a barrel-of-oil equivalent basis, was 351,000 barrels per day in the second quarter of 2004, a decrease of 7% from the second quarter of 2003. The decline in production was primarily due to asset sales and exchanges in 2003. In the second quarter of 2004, the Corporation’s average worldwide crude oil selling price, including the effect of hedging, was $25.76 per barrel, an increase of $1.66 per barrel from the second quarter of 2003. The Corporation’s average United States natural gas selling price,

including the effect of hedging, was $5.23 per Mcf in the second quarter of 2004, an increase of $1.14 per Mcf from the second quarter of 2003. Exploration and production earnings include an after-tax gain of $15 million in the second quarter of 2004 from the sale of a non-producing asset and after-tax charges of $6 million and $23 million in the second quarter of 2004 and 2003, respectively, for accrued severance and a reduction in leased office space in London.

Refining and marketing earnings were $160 million in the second quarter of 2004 compared with $46 million in the second quarter of 2003. The increase principally reflects higher refining margins and increased utilization rates. Refining and marketing earnings in the second quarter of 2003 included a net loss of $20 million from the sale of the Corporation’s interest in a shipping joint venture.

Capital expenditures in the second quarter of 2004 amounted to $372 million of which $357 million related to exploration and production activities. Capital expenditures in the second quarter of 2003 amounted to $367 million, including $339 million for exploration and production.

Consolidated Financial Information (unaudited)


	Three months ended June 30				Six months ended June 30
	2004		2003		2004		2003
	(In millions, except per share amounts)
Income Statement Information
Sales and other operating revenues	$	3,803	$	3,199	$	8,291	$	7,453

Income from continuing operations	$	281	$	63	$	562	$	252
Discontinued operations
Net gains from asset sales		—		175		—		116
Income from operations		7		14		7		53
Cumulative effect of accounting change		—		—		—		7

Net income	$	288	$	252	$	569	$	428

Income per share from continuing operations (diluted)	$	2.77	$	.71	$	5.54	$	2.84

Net income per share (diluted)	$	2.84	$	2.83	$	5.61	$	4.81

Weighted average number of shares (diluted)		101.4		89.0		101.5		89.1

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTAL FINANCIAL DATA (UNAUDITED)
(IN MILLIONS)


			Second			Second			First
			Quarter			Quarter			Quarter
			2004			2003			2004
Line			(A)			(B)			(C)
No.
		Income Statement
		Revenues and Non-operating Income
	1	Sales and other operating revenues	$	3,803		$	3,199		$	4,488
		Non-operating income (expense)
	2	Gain (loss) on asset sales		3			(9	)		19
	3	Equity in income of HOVENSA L.L.C.		97			15			51
	4	Other		33			8			4

	5	Total revenues and non-operating income		3,936			3,213			4,562

		Costs and Expenses
	6	Cost of products sold		2,618			2,140			3,288
	7	Production expenses		197			191			187
	8	Marketing expenses		174			167			177
	9	Exploration expenses, including dry holes and lease impairment		63			88			78
	10	Other operating expenses		47			49			48
	11	General and administrative expenses		96			106			76
	12	Interest expense		60			77			57
	13	Depreciation, depletion and amortization		239			270			226

	14	Total costs and expenses		3,494			3,088			4,137

	15	Income from continuing operations before income taxes		442			125			425
	16	Provision for income taxes		161			62			144

	17	Income from continuing operations		281			63			281
	18	Discontinued operations		7			189		—

	19	Net income	$	288		$	252		$	281

	20	Preferred stock dividends		12			—			12

	21	Net income applicable to common stockholders	$	276		$	252		$	269

		Segment Earnings Analysis
	22	Exploration and production	$	182		$	88		$	207
	23	Refining and marketing		160			46			112
	24	Corporate		(24	)		(27	)		(2	)
	25	Interest expense		(37	)		(44	)		(36	)

	26	Income from continuing operations		281			63			281
	27	Discontinued operations		7			189		—

	28	Net income	$	288		$	252		$	281

	29	Net Cash Provided by Operating Activities (*)	$	438		$	571		$	394

		Capital Expenditures
	30	Exploration and production	$	357		$	339		$	352
	31	Refining and marketing		15			28			12

	32	Total capital expenditures	$	372		$	367		$	364

		At End of Period
	33	Total debt	$	3,889		$	4,642		$	3,928

	34	Stockholders’ equity	$	5,567		$	4,573		$	5,489

(*) Includes changes in working capital.

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTAL FINANCIAL DATA (UNAUDITED)
(IN MILLIONS)


			First Half
			2004			2003
Line			(A)			(B)
No.
		Income Statement
		Revenues and Non-operating Income
	1	Sales and other operating revenues	$	8,291		$	7,453
		Non-operating income
	2	Gain on asset sales		22			39
	3	Equity in income of HOVENSA L.L.C.		148			65
	4	Other		37			19

	5	Total revenues and non-operating income		8,498			7,576

		Costs and Expenses
	6	Cost of products sold		5,906			5,228
	7	Production expenses		384			382
	8	Marketing expenses		351			337
	9	Exploration expenses, including dry holes and lease impairment		141			194
	10	Other operating expenses		95			100
	11	General and administrative expenses		172			183
	12	Interest expense		117			151
	13	Depreciation, depletion and amortization		465			546

	14	Total costs and expenses		7,631			7,121

	15	Income from continuing operations before income taxes		867			455
	16	Provision for income taxes		305			203

	17	Income from continuing operations		562			252
	18	Discontinued operations		7			169
	19	Cumulative effect of change in accounting principle, net		—			7

	20	Net income	$	569		$	428

	21	Preferred stock dividends		24		—

	22	Net income applicable to common stockholders	$	545		$	428

	23	Net Cash Provided by Operating Activities	$	832		$	1,059

		Capital Expenditures
	24	Exploration and production	$	709		$	660
	25	Refining and marketing		27			49

	26	Total capital expenditures	$	736		$	709

			June 30			December 31
			2004			2003
		Balance Sheet Information
	27	Current assets	$	3,296		$	3,186
	28	Investments		1,243			1,095
	29	Property, plant and equipment — net		8,144			7,978
	30	Other assets		1,863			1,724

	31	Total assets	$	14,546		$	13,983

	32	Current portion of long-term debt	$	104		$	73
	33	Other current liabilities		3,066			2,596
	34	Long-term debt		3,785			3,868
	35	Deferred liabilities and credits		2,024			2,106
	36	Stockholders’ equity excluding other comprehensive income (loss)		6,243			5,690
	37	Accumulated other comprehensive income (loss)		(676	)		(350	)

	38	Total liabilities and stockholders’ equity	$	14,546		$	13,983

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTAL OPERATING DATA
(IN THOUSANDS, EXCEPT FOR AVERAGE SELLING PRICES)


			Second		Second		First
			Quarter		Quarter		Quarter
			2004		2003		2004
			(A)		(B)		(C)
Line
No.		Operating Data
		Net Production Per Day
		Crude oil — barrels
	1	United States		41		45		40
	2	United Kingdom		77		96		78
	3	Norway		27		24		27
	4	Equatorial Guinea		27		24		22
	5	Algeria		24		15		20
	6	Denmark		23		23		22
	7	Gabon		11		10		13
	8	Azerbaijan		2		2		2
	9	Indonesia		1		1		1

	10	Total		233		240		225

		Natural gas liquids — barrels
	11	United States		12		9		12
	12	United Kingdom		4		8		6
	13	Norway		1		1		1
	14	Indonesia and Thailand		1		2		2

	15	Total		18		20		21

		Natural gas — mcf
	16	United States		160		264		183
	17	United Kingdom		306		327		282
	18	Norway		27		28		28
	19	Denmark		25		28		23
	20	Indonesia and Thailand		83		48		86

	21	Total		601		695		602

	22	Barrels of oil equivalent (*)		351		376		346

		Average Selling Price (including hedging)
		Crude oil — per barrel
	23	United States	$	25.27	$	23.12	$	25.49
	24	Foreign		25.87		24.31		27.10
		Natural gas liquids — per barrel
	25	United States	$	26.33	$	21.84	$	25.78
	26	Foreign		29.21		19.44		23.44
		Natural gas — per mcf
	27	United States	$	5.23	$	4.09	$	5.20
	28	Foreign		3.54		2.58		4.22
		Marketing and Refining —
		Barrels Per Day
	29	Refined products sold		404		399		483

	30	Refinery runs (net)		244		215		247

(*)

Includes production from properties classified as discontinued operations of 14 thousand barrels of oil equivalent per day in the second quarter of 2003.

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTAL OPERATING DATA
(IN THOUSANDS, EXCEPT FOR AVERAGE SELLING PRICES)


			First Half
			2004		2003
			(A)		(B)
Line
No.		Operating Data
		Net Production Per Day
		Crude oil — barrels
	1	United States		40		47
	2	United Kingdom		77		99
	3	Norway		27		24
	4	Equatorial Guinea		25		25
	5	Algeria		22		18
	6	Denmark		23		24
	7	Gabon		12		10
	8	Azerbaijan		2		2
	9	Indonesia		1		2
	10	Colombia		—		6

	11	Total		229		257

		Natural gas liquids — barrels
	12	United States		12		10
	13	United Kingdom		5		7
	14	Norway		1		1
	15	Indonesia and Thailand		2		2

	16	Total		20		20

		Natural gas — mcf
	17	United States		171		291
	18	United Kingdom		294		324
	19	Norway		28		27
	20	Denmark		24		31
	21	Indonesia and Thailand		85		52

	22	Total		602		725

	23	Barrels of oil equivalent (*)		349		398

		Average Selling Price (including hedging)
		Crude oil — per barrel
	24	United States	$	25.38	$	23.79
	25	Foreign		26.52		24.82
		Natural gas liquids — per barrel
	26	United States	$	26.06	$	24.60
	27	Foreign		26.08		22.81
		Natural gas — per mcf
	28	United States	$	5.22	$	4.27
	29	Foreign		3.87		2.81
		Marketing and Refining —
		Barrels Per Day
	30	Refined products sold		444		431

	31	Refinery runs (net)		246		207

(*)

Includes production from properties classified as discontinued operations of 26 thousand barrels of oil equivalent per day in the first half of 2003.

Contact: Amerada Hess Corporation — J.R. Wilson (212) 536-8940

PREPARED REMARKS OF JOHN B. HESS

Exhibit 99(2)

Amerada Hess – 2^nd Quarter 2004 Conference Call

Comments by John Hess

Thank you Jay, and welcome to our second quarter conference call. I would like to make a few brief comments on our second quarter financial results and update you on some of our key development projects.

Net income from continuing operations for the second quarter was $281 million.

Our refining and marketing business posted outstanding quarterly earnings of $160 million. These results benefited from our world-class HOVENSA joint venture refinery, which ran near full capacity during the quarter and experienced strong refining margins.

Exploration and production generated net income of $182 million for the second quarter. These results reflected solid production performance, improving unit costs, and strong oil and natural gas prices.

Worldwide oil and gas production averaged 349 thousand barrels of oil equivalent per day for the first half of the year. As a result of this production performance, we are raising our full-year 2004 production guidance to 340 thousand barrels of oil equivalent per day from 325 thousand barrels of oil equivalent per day. However, in the third quarter, we anticipate lower production, versus the first half of the year, primarily as a result of normal North Sea facilities maintenance.

Regarding some of our key development projects ...

In the deepwater Gulf of Mexico, the Llano field, in which we have a 50% interest, commenced production on April 30. Net production is in excess of 14 thousand barrels of oil equivalent per day, which is somewhat above our initial expectation.

On Block A-18 in the Malaysia-Thailand JDA, the offshore pipe lay was completed during the second quarter and construction of the onshore portion of the pipeline is on schedule to be completed by early 2005. It is estimated that first gas production will occur during the first half of 2005.

In Equatorial Guinea, the Plan of Development for the Northern Block G fields was submitted to the government on June 7. As we have stated previously, first production is expected to occur some 30 months after receiving government approval.

I will now turn the call over to John Rielly, who will provide more details on our financial results, after which we will be happy to take your questions.

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