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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 28, 2009

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 28, 2009, Hess Corporation issued a news release reporting its results for the fourth quarter of 2008.  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 28, 2009.  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 28, 2009

EXHIBIT INDEX

4

Exhibit 99(1)

Hess Reports Estimated Results for the Fourth Quarter of 2008  

NEW YORK--(BUSINESS WIRE)--January 28, 2009--Fourth Quarter Highlights:

• A net loss of $74 million was reported for fourth quarter 2008 compared with net income of $510 million in fourth quarter 2007
• Debt to capitalization ratio decreased to 24.3 percent at December 31, 2008, from 28.9 percent at December 31, 2007
• Oil and gas production was 379,000 barrels per day; lost production from hurricanes totaled 19,000 barrels per day
• Reserve replacement was 171 percent in 2008; reserve life increased to 10 years

Hess Corporation (NYSE: HES) reported a net loss of $74 million for the fourth quarter of 2008 compared with net income of $510 million for the fourth quarter of 2007. The after-tax results by major operating activity were as follows:

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

Exploration and Production generated a loss of $125 million in the fourth quarter of 2008 compared with income of $583 million in the fourth quarter of 2007. Fourth quarter 2008 results included after-tax dry hole costs of $86 million, foreign exchange losses of $84 million and net income tax charges of $20 million. The Corporation’s oil and gas production, on a barrel-of-oil equivalent basis, was 379,000 barrels per day in the fourth quarter of 2008 compared with 390,000 barrels per day in the fourth quarter of the prior year. Production in the fourth quarter of 2008 was reduced by 19,000 barrels per day due to hurricane impacts. In the fourth quarter of 2008, the Corporation’s average worldwide crude oil selling price, including the effect of hedging, was $45.00 per barrel compared with $76.11 per barrel in the fourth quarter of 2007. The Corporation’s average worldwide natural gas selling price, including the effect of hedging, was $6.26 per Mcf in the fourth quarter of 2008 compared with $6.93 per Mcf in the fourth quarter of the prior year.

Oil and gas proved reserves increased to 1,432 million barrels of oil equivalent at the end of 2008 from 1,330 million barrels at the end of 2007. During 2008, the Corporation added 244 million barrels of oil equivalent to proved reserves. These additions, which are subject to final review, replaced approximately 171 percent of the Corporation's 2008 production and increased its reserve life to 10.0 years.

Marketing and Refining earnings were $152 million in the fourth quarter of 2008 compared with $31 million in the fourth quarter of 2007. Refining earnings were $27 million in the fourth quarter of 2008 as they were in the same quarter a year earlier as improved margins offset lower volumes. Marketing earnings were $138 million in the fourth quarter of 2008 up from $19 million in the fourth quarter of 2007, reflecting higher margins. Trading operations generated losses of $13 million in the fourth quarter of 2008 and $15 million in the same quarter of 2007.

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

In the fourth quarter of 2008, the Corporation recorded after-tax charges of $17 million related to asset impairments at fields located in the United States and U.K. North Sea. Also during the fourth quarter of 2008, the Corporation recorded after-tax charges of $9 million associated with Hurricanes Gustav and Ike in the Gulf of Mexico.

Net cash provided by operating activities was $4,567 million for the year 2008 compared with $3,507 million for the year 2007. Capital and exploratory expenditures for 2008 amounted to $4,828 million, of which $4,641 million related to Exploration and Production operations. Capital and exploratory expenditures for 2007 amounted to $3,926 million.

At December 31, 2008, cash and cash equivalents totaled $908 million compared with $607 million at December 31, 2007. Total debt was $3,955 million at December 31, 2008 and $3,980 million at December 31, 2007. The Corporation’s debt to capitalization ratio at December 31, 2008 was 24.3 percent compared with 28.9 percent at the end of 2007.

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.

* The after-tax losses from crude oil and natural gas hedges were $46 million in the fourth quarter of 2008, $89 million in the fourth quarter of 2007 and $138 million in the third quarter of 2008.

* The after-tax losses from crude oil and natural gas hedges were $423 million for the year ended 2008 and $244 million for the year ended 2007.

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

Exhibit 99(2)

2008 Fourth Quarter Earnings Conference Call

Thank you Jay. Welcome to our fourth quarter conference call. I would like to discuss the current financial environment, review key achievements of 2008 and provide guidance for 2009. John O’Connor will then discuss our Exploration and Production business, and John Rielly will review our financial results.

We have been experiencing a severe global economic crisis that has greatly reduced the demand for energy and has led to a precipitous drop in crude oil and natural gas prices. We have responded to this reduction in our projected cash flow from operations by sizing our 2009 capital and exploratory expenditure budget to $3.2 billion compared with $4.8 billion in 2008. The purpose of our investment program in 2009 is to maintain financial strength in this time of uncertainty while protecting our long term growth options. As in previous years, the majority of our 2009 spending will be targeted to Exploration and Production, with $1.4 billion budgeted for production operations, $900 million for developments and $800 million for exploration.

In 2009, we forecast that crude oil and natural gas production will average between 380 and 390 thousand barrels of oil equivalent per day.

We begin 2009 having delivered strong financial performance in 2008. Full year results benefited from strong commodity prices which were partially offset by higher industry costs. Corporate net income for the year was a record $2.36 billion. Exploration and Production earned $2.4 billion and Marketing and Refining earned $277 million.

In 2008 we also strengthened our financial position with debt to capitalization improving to 24.3 percent compared to 28.9 percent at the end of 2007.

With regard to operations, Exploration and Production achievements in 2008 included:

• growing proved reserves to 1.43 billion barrels of oil equivalent;
• replacing 171 percent of production, at a FD&A cost of about $19.00 per barrel of oil equivalent; and
• achieving our reserve life target of 10 years, marking the sixth consecutive year in which we lengthened our reserve life.

During 2008, we advanced our field developments, including the Shenzi Field in the deepwater Gulf of Mexico and Pangkah Oil and LPG project in Indonesia, both of which are on schedule to commence production in the second quarter of 2009. We also continued to make progress in our onshore U.S. Bakken Shale and Seminole ROZ projects.

In exploration, we executed a successful program in 2008, which resulted in offshore discoveries in Australia, Libya, and Egypt. We conducted successful appraisal drilling on our Pony Field in the deepwater Gulf of Mexico. Also during the year, we made significant additions to our exploration acreage, including the acquisition of 47 new blocks in the deepwater Gulf of Mexico and the Semai V block in Indonesia.

With regard to Marketing and Refining, our 2008 financial results were similar to 2007. Refining results were negatively impacted by the significant decline in refining margins. However, Marketing results were up compared to last year. In Retail Marketing, higher margins more than offset weaker gasoline sales. In Energy Marketing, results reflected volume improvement and stronger margins.

While we have taken prudent steps to appropriately size our capital and exploratory expenditures program for 2009 in response to the weak economic environment, we remain committed to our strategy of investing in exploration and production to profitably grow our reserves and production on a sustainable basis. We are proud of our organizations ability to deliver performance and remain confident that our future investment opportunities will create value for our shareholders.

I am very pleased that Greg Hill has joined us as President, Worldwide Exploration and Production. He succeeds John O’Connor, who is retiring after more than seven years of outstanding leadership.

Greg had a distinguished 25-year career at Shell, where he most recently had been Executive Vice-President, Asia Pacific E&P. He also served in leadership roles in the United States and Europe. Greg brings global experience in operations excellence, technology, development projects and building world-class organizations through investment in people.

As this will be John O’Connor’s final conference call, I want to express our deep appreciation for the extraordinary job he has done in building a global franchise in Exploration and Production. His vision to grow reserves and production on a sustainable and financially disciplined basis has built a strong foundation for the future.

We are grateful to John for his many invaluable contributions over the years. He has been a great partner and friend and we wish him health and happiness in his well-deserved retirement.

I will now turn the call over to John O’Connor.