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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 26, 2011
______________

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 26, 2011, Hess Corporation issued a news release reporting estimated results for the fourth quarter of 2010.  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, and John P. Rielly, Senior Vice President and Chief Financial Officer of Hess Corporation, at a public conference call held on January 26, 2011.  Copies of these remarks are attached, respectively, as Exhibit 99(2) and as Exhibit 99(3) and are incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.  

(c)      Exhibits

           99(1)        News release dated January 26, 2011 reporting estimated results for the fourth quarter of 2010.  

           99(2)        Prepared remarks of John B. Hess, Chairman of the Board of Directors and Chief Executive Officer.

           99(3)        Prepared remarks of John P. Rielly, Senior Vice President and Chief Financial Officer.

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.

EXHIBIT INDEX

4

Exhibit 99(1)

Hess Reports Estimated Results for the Fourth Quarter of 2010

Fourth Quarter Highlights:

• Net income was $58 million compared with $358 million in the fourth quarter 2009
• Items affecting comparability include an after-tax charge of $289 million relating to the impairment of our equity investment in HOVENSA L.L.C.
• Capital and exploratory expenditures, including acquisitions, were $2,464 million, compared with $992 million in the fourth quarter 2009
• Oil and gas production was 420,000 barrels per day, an increase from 415,000 in the fourth quarter 2009
• Year end total proved reserves were 1,537 million barrels; reserve replacement for 2010 was 176 percent

NEW YORK--(BUSINESS WIRE)--January 26, 2011--Hess Corporation (NYSE: HES) reported net income of $58 million for the fourth quarter of 2010 compared with net income of $358 million for the fourth quarter of 2009. The after-tax income (loss) by major operating activity was as follows:

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

Exploration and Production earnings were $420 million in the fourth quarter of 2010 compared with $494 million in the fourth quarter of 2009. Fourth quarter 2010 results included higher exploration expenses reflecting dry hole costs of $111 million ($72 million after-tax) associated with two exploration wells (Sabia and Azulão) located on Block BM-S-22 offshore Brazil. Fourth quarter oil and gas production was 420,000 barrels of oil equivalent per day, up from 415,000 barrels of oil equivalent per day in the fourth quarter a year ago. The Corporation’s average worldwide crude oil selling price, including the effect of hedging, was $71.73 per barrel, an increase from $63.74 per barrel in the fourth quarter of 2009. The average worldwide natural gas selling price was $5.30 per Mcf in the fourth quarter of 2010 compared with $5.19 per Mcf in the same quarter a year ago.

Oil and gas proved reserves were 1,537 million barrels of oil equivalent at the end of 2010, compared to 1,437 million barrels at the end of 2009. During 2010, the Corporation added 274 million barrels of oil equivalent to proved reserves. These additions, which are subject to final review, replaced approximately 176 percent of the Corporation’s 2010 production, resulting in a reserve life of 9.9 years.

Marketing and Refining results were a loss of $261 million in the fourth quarter of 2010 compared with income of $17 million in the same period of 2009. Refining operations incurred a loss of $308 million in the fourth quarter of 2010, including the impairment charge discussed below, and a loss of $40 million in the fourth quarter a year ago. Marketing earnings were $37 million compared with $45 million in the same quarter of 2009. Trading activities generated income of $10 million in the fourth quarter of 2010 and $12 million in the fourth quarter of last year.

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

Fourth quarter 2010 results included an after-tax charge of $51 million related to dry hole costs associated with the Azulão exploration well located offshore Brazil, which was drilled in 2009. The results also included an after-tax charge of $289 million to reduce the carrying value of the Corporation’s equity investment in HOVENSA L.L.C.

Net cash provided by operating activities was $1,478 million in the fourth quarter of 2010, compared with $1,271 million in the same quarter of 2009. Capital and exploratory expenditures were $2,464 million, of which $2,438 million related to Exploration and Production operations including $1,067 million for the acquisition of 167,000 net acres in the Bakken oil play in North Dakota from TRZ Energy, LLC. Capital and exploratory expenditures for the fourth quarter of 2009 were $992 million, of which $957 million related to Exploration and Production operations.

At December 31, 2010, cash and cash equivalents totaled $1,608 million compared with $1,362 million at December 31, 2009. Total debt was $5,583 million at December 31, 2010 and $4,467 million at December 31, 2009. The Corporation’s debt to capitalization ratio at December 31, 2010 was 24.9 percent compared with 24.8 percent at the end of 2009.

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 global integrated energy company engaged in the exploration, production, purchase, transportation and sale of crude oil and natural gas, as well as the production and sale of refined petroleum products. 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.

(*) Includes changes in working capital

(*) Includes changes in working capital

* The after-tax losses from crude oil hedging activities were $86 million in the fourth quarter of 2010, $88 million in the fourth quarter of 2009 and $85 million in the third quarter of 2010.

* The after-tax losses from hedging activities were $338 million for the year ended December 31, 2010 and $337 million for the year ended December 31, 2009.

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

Exhibit 99(2)

2010 Fourth Quarter Earnings Conference Call

Thank you Jay. Welcome to our fourth quarter conference call. I would like to review key achievements for 2010 and provide some guidance for 2011. Greg Hill will then discuss our Exploration and Production business and John Rielly will go through our financial results.

Corporate net income for the full year 2010 was $2.1 billion.  Exploration and Production earned $2.7 billion and Marketing and Refining lost $231 million.  Our improved results reflect higher crude oil production and selling prices and increased retail and energy marketing earnings, which more than offset the impact of weaker refining results.  Included in our financial results is a provision of $289 million to reduce the carrying value of our interest in the HOVENSA joint venture refinery to $158 million. This write down, which reflects our outlook for continued weakness in refining margins, reduces our share of the HOVENSA joint venture refinery to less than 1 percent of Hess’ capital employed.

In 2011, our company’s capital and exploratory expenditures are budgeted to be $5.6 billion.  Substantially all of our spending will be targeted to Exploration and Production, with $3.1 billion for production, $1.6 billion for developments and $900 million for exploration.  We expect to fund our capital program from internally generated cash flow.

With regard to Exploration and Production, in 2010 we replaced 176 percent of production, at a FD&A cost of about $23 per barrel.  At year end our proved reserves stood at 1.54 billion barrels of oil equivalent and our reserve life was 9.9 years.

In 2010, we increased our crude oil and natural gas production to 418 thousand barrels of oil equivalent per day from 408 thousand barrels of oil equivalent per day in 2009.  In 2011, we forecast crude oil and natural gas production will average between 415 and 425 thousand barrels of oil equivalent per day.  This forecast includes a net reduction of about 16

thousand barrels of oil equivalent per day resulting from the previously announced sale of non-core natural gas assets in the UK North Sea, which is expected to close in the first quarter.

Last year, we expanded our portfolio of unconventional resources.  In the Bakken oil shale play in North Dakota, we completed the acquisitions of American Oil and Gas and TRZ Energy and commenced the expansion of key infrastructure.  In addition, we acquired acreage in the Eagle Ford in South Texas and formed a partnership with Toreador Resources to explore the unconventional oil potential of the Paris Basin in France.

In Norway, we increased our interest in the Valhall Field to 64 percent from 28 percent via a strategic asset trade with Shell and an acquisition from Total.

In the Gulf of Mexico, we doubled our working interest in the Tubular Bells Field to 40 percent and took over as operator.  

In 2011, we will be working with our partners to move this project toward sanction.

With regard to Marketing and Refining, our full year 2010 financial results were lower than 2009. Our HOVENSA joint venture refinery was negatively impacted by the continued weak margin environment, higher year over year fuel costs and unplanned downtime.  In addition, both HOVENSA and our Port Reading, New Jersey facility completed FCC turnarounds in 2010.

This morning, HOVENSA announced that it would reduce crude oil distillation capacity to 350,000 barrels per day from 500,000 barrels per day by shutting down older, less efficient units.  We expect this action will reduce HOVENSA’s operating costs and capital expenditures and make it a more competitive and efficient refinery producing a greater percentage of higher margin products.

In Retail Marketing, 2010 convenience store sales were up by more than 4 percent, while average fuel volumes per station were down by about 1 percent.  In Energy Marketing, we generated stronger earnings primarily as a result of improved margins in our natural gas and electricity businesses.

Our financial position remains strong.  Our debt to capitalization ratio at year end was 24.9 percent, essentially unchanged from 2009. In August 2010 we issued $1.25 billion of 30-year notes.  Proceeds were used for the acquisitions of an additional 8 percent stake in the Valhall Field from Total and TRZ Energy.  In December, we issued 8.6 million shares of stock to complete the acquisition of American Oil and Gas.

Our company made significant progress in 2010 in increasing our reserves and production and building our position in unconventional resources.  We are committed to maintaining a strong balance sheet so that we will be able to fund our portfolio of attractive investment opportunities to generate long term profitable growth for our shareholders.

I will now turn the call over to Greg Hill.

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Exhibit 99(3)

HESS CORPORATION
FOURTH QUARTER 2010 ANALYSTS’ CONFERENCE CALL

Introduction

Hello everyone. In my remarks today, I will compare fourth quarter 2010 results to the third quarter.

Consolidated Results of Operations

The Corporation generated consolidated net income of $58 million in the fourth quarter of 2010, compared with $1,154 million in the third quarter.  Excluding the items affecting the comparability of earnings between periods, the Corporation had earnings of $398 million in the fourth quarter compared with $429 million in the third quarter.

Exploration and Production

Exploration and Production operations had income of $420 million in the fourth quarter of 2010 compared with $1,277 million in the third quarter. The fourth quarter results include an after-tax charge of $51 million related to dry hole costs associated with the Azulão exploration well located offshore Brazil on Block BM-S-22.  The costs related to this well, which were previously suspended in 2009, were expensed in the fourth quarter of 2010 following the unsuccessful Sabia well.  Third quarter results included net after-tax income of $725 million from items affecting comparability of earnings between periods.  Excluding the effect of these matters, the changes in the after-tax components of the results are as follows:

In the fourth quarter of 2010, our E&P operations were underlifted compared with production, resulting in decreased after-tax income in the quarter of approximately $50 million.  In addition, earnings were lower in the fourth quarter by approximately $17 million due to deliveries of natural gas to settle take or pay obligations at the JDA for volumes previously paid for by the buyers at a lower price.  All take or pay obligations with the buyers at the JDA have now been settled.

The E&P effective income tax rate was 44 percent for the quarter and the full year of 2010.  

HESS CORPORATION
FOURTH QUARTER 2010 ANALYSTS’ CONFERENCE CALL

Marketing and Refining

Marketing and Refining operations generated a loss of $261 million in the fourth quarter of 2010 compared with a loss of $38 million in the third quarter.

In the fourth quarter of 2010, we have recorded an after-tax impairment charge of $289 million to reduce the carrying value of our equity investment in HOVENSA to the estimated fair value.  Excluding the impact of this impairment, refining losses were $19 million in the fourth quarter compared with $50 million in the previous quarter. The Corporation’s share of HOVENSA’s results of operations was an after-tax loss of $30 million in the fourth quarter compared with $51 million in the third quarter. During the fourth quarter, HOVENSA reduced LIFO inventories.  The effect of the LIFO inventory liquidation was to improve the Corporation’s share of HOVENSA’s results by approximately $34 million after income taxes.  

Port Reading reported income of $11 million in the fourth quarter up from $2 million in the third quarter.

Marketing earnings were $37 million in the fourth quarter of 2010 compared with $40 million in the prior quarter. Trading activities generated income of $10 million in the fourth quarter compared with a loss of $28 million in the third quarter.

Corporate and Interest

Net Corporate expenses were $43 million in the fourth quarter of 2010 compared with $26 million in the third quarter. Net corporate expenses were higher in the fourth quarter primarily reflecting the timing of expenses, including insurance costs, and pension plan settlement charges related to employee retirements, partially offset by an increase in the effective state income tax rate.  

After-tax interest expense was $58 million in the fourth quarter compared with $59 million in the third quarter.

HESS CORPORATION
FOURTH QUARTER 2010 ANALYSTS’ CONFERENCE CALL

Consolidated Cash Flows

Turning to cash flow –

We had $1,608 million of cash and cash equivalents at December 31, 2010 and $1,362 million at December 31, 2009.  Our available revolving credit capacity was $3 billion at December 31, 2010. Total debt was $5,583 million at December 31, 2010 and $4,467 million at December 31, 2009.  The Corporation’s debt to capitalization ratio at December 31, 2010 was 24.9% compared with 24.8% at the end of 2009.

2011 Guidance

In addition to the 2011 production and capital expenditure guidance given by John Hess, I would like to provide estimates for certain 2011 metrics.  Our E&P cash operating costs are expected to be in the range of $15.00 to $16.00 per barrel of oil equivalent produced.  Depreciation, depletion and amortization charges are expected to be in the range of $14.50 to $15.50 per barrel, for a total production unit cost of $29.50 to $31.50 per barrel. Actual 2010 total production unit costs were $28.96 per barrel.  For the full year of 2011, we expect our E&P effective tax rate to be in the range of 45% to 49%.

Net corporate expenses in 2011 are estimated to be in the range of $165 to $175 million and after-tax interest expense in 2011 is anticipated to be in the range of $240 to $250 million.

This concludes my remarks.  We will be happy to answer any questions.  I will now turn the call over to the operator.

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HESS CORPORATION
FOURTH QUARTER 2010 ANALYSTS’ CONFERENCE CALL

Cautionary Note

The forgoing prepared remarks include certain forward-looking statements.  These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements.

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