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): July 28, 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))

Item 2.02.     Results of Operations and Financial Condition.

On July 28, 2010, Hess Corporation issued a news release reporting estimated results for the second 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 at a public conference call held on July 28, 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.

EXHIBIT INDEX

4

Exhibit 99(1)

Hess Reports Estimated Results for the Second Quarter of 2010

Second Quarter Highlights:

• Net Income was $375 million compared with $100 million in the second quarter 2009
• Oil and gas production was 415,000 barrels per day, compared with 407,000 in the second quarter 2009
• Net cash provided by operating activities was $981 million, up from $616 million in the second quarter 2009
• Capital and exploratory expenditures were $963 million, up from $780 million in the second quarter 2009

NEW YORK--(BUSINESS WIRE)--July 28, 2010--Hess Corporation (NYSE: HES) reported net income of $375 million for the second quarter of 2010 compared with net income of $100 million for the second 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 $488 million in the second quarter of 2010 compared with $215 million in the second quarter of 2009. The Corporation’s oil and gas production was 415,000 barrels of oil equivalent per day in the second quarter of 2010, an increase of 2 percent from the second quarter of 2009. The Corporation’s average worldwide crude oil selling price, including the effect of hedging, was $64.81 per barrel in the second quarter of 2010 compared with $49.27 per barrel in the second quarter of 2009. The Corporation’s average worldwide natural gas selling price was $5.57 per Mcf in the second quarter of 2010 compared with $4.56 per Mcf in the second quarter of 2009.

Marketing and Refining generated a loss of $19 million in the second quarter of 2010 compared with a loss of $30 million in the second quarter of 2009. Refining operations incurred a loss of $31 million compared with a loss of $26 million in the second quarter of 2009. During the second quarter of 2010, the Port Reading refining facility was shutdown for 41 days for a scheduled turnaround. The after-tax expenses for the Port Reading turnaround were approximately $27 million in the second quarter. Marketing earnings were $17 million, an increase of $30 million from the second quarter of 2009 primarily due to higher margins. Trading activities generated a loss of $5 million, compared with income of $9 million in the second quarter of 2009.

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

Net cash provided by operating activities was $981 million compared with $616 million in the second quarter of 2009. Capital and exploratory expenditures were $963 million in the second quarter of 2010, of which $930 million related to Exploration and Production operations. Capital and exploratory expenditures for the second quarter of 2009 were $780 million, of which $765 million related to Exploration and Production operations.

At June 30, 2010, cash and cash equivalents totaled $1,363 million compared with $1,362 million at December 31, 2009. Total debt was $4,326 million at June 30, 2010 and $4,467 million at December 31, 2009. The Corporation’s debt to capitalization ratio at June 30, 2010 was 22.9 percent compared with 24.8 percent at the end of 2009.

Hess Corporation will review second 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 in 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)

2010 Second Quarter Earnings Conference Call

Thank you Jay, and welcome to our second quarter conference call. I will make a few brief comments after which John Rielly will review our financial results.

Net income for the second quarter of 2010 was $375 million versus $100 million a year ago.  Our results were positively impacted by higher crude oil and natural gas selling prices and lower exploration expense compared to the year ago quarter.

Exploration and Production earned $488 million.  Crude oil and natural gas production averaged 415 thousand barrels of oil equivalent per day, which was 2 percent above the year ago period.  Higher year-over-year production resulted primarily from increased volumes from the Shenzi Field in the deepwater Gulf of Mexico and the Valhall Field in Norway.

Net production from the Bakken is currently more than 16 thousand barrels of oil equivalent per day and we remain on track to exit this year at a net rate of about 20 thousand barrels of oil equivalent per day. We added three additional rigs during the second quarter and currently have eight rigs dedicated to drilling Bakken wells.

As a result of strong year to date production performance, we have raised our full year 2010 production forecast to a range of 405 to 415 thousand barrels of oil equivalent per day, from our previously forecasted range of 400 to 410 thousand barrels of oil equivalent per day.

Regarding the recent tragic accident in the deepwater Gulf of Mexico, we are deeply saddened by the devastating loss of life, ecological damage to the Gulf Coast and severe economic impact on local communities. While our company believes we have extremely high performance requirements for the safety of drilling operations, we and our industry need to do all we can to learn from this disaster and to take the necessary precautions to ensure such a tragedy never happens again.

The near-term impact of the moratorium on Hess is expected to be relatively minimal.  Our only operated rig in the Gulf of Mexico, the Stena Forth, left the Pony #3 location on Green Canyon 469 in June as part of a preexisting farm-out agreement.  We anticipate completing the Pony #3 well as soon as practicable following the lifting of the moratorium.  The drilling of a production well at the Shenzi Field, in which Hess has a 28 percent interest, was suspended as a result of the moratorium, but this delay is expected to have only a very modest impact to our 2010 production.

In June we announced our intent to preempt BP on their acquisition of Total’s interests in the Valhall and Hod Fields in Norway.  Hess will pay $496 million in cash for an additional 7.85 percent interest in the Valhall Field and 12.5 percent interest in the Hod Field, adding proved reserves of approximately 45 million barrels of oil equivalent. This preemption along with the previously announced asset swap with Shell will result in our share of the Valhall and Hod Fields increasing to 64.05 and 62.5 percent, respectively.  Both transactions are expected to close by the end of the third quarter.

During the second quarter we made progress in our strategy to grow our global inventory of unconventional resource opportunities.  In May, we announced a partnership with Toreador Resources under which Hess will invest up to $65 million in an initial exploration phase and has the option to earn a 50 percent working interest and become the operator in more than one million gross acres in the Paris Basin in France.  An initial six well program will commence in the fourth quarter and continue through 2011.

Yesterday we announced the acquisition of American Oil & Gas, Incorporated for 8.6 million shares of Hess common stock.  This transaction will add approximately 85,000 net acres in the Williston Basin in North Dakota, build upon Hess’ strong land position, leverage our infrastructure and enhance our growth profile in the Bakken oil play.  The transaction is expected to close in the fourth quarter.

With regard to exploration, we drilled two wells on our 100% percent owned Permit WA-390-P in the Northwest Shelf of Australia resulting in one discovery and one dry hole.  We have now drilled 14 wells on the block resulting in 11 discoveries.  We expect to complete our remaining two commitment wells during the third quarter, followed by an appraisal program that will include additional drilling and flow testing of several wells.  Commercial discussions with potential partners regarding WA-390-P are ongoing.

In the fourth quarter, we expect to spud exploration wells on our 40 percent owned BM-S-22 Block in Brazil and our 100 percent owned Tano Cape Three Points Block in Ghana.  In addition, we plan to drill our 100 percent owned Semai V prospect in Indonesia during the first quarter of 2011.

Turning to Marketing and Refining, we reported a loss of $19 million, an improvement over the year ago quarter.

Refining margins at our Hovensa joint venture refinery improved from last year’s second quarter as a result of higher distillate crack spreads and wider light / heavy crude differentials.  This improvement in Refining was more than offset by costs associated with the planned turnaround of the FCC and other related units at our Port Reading, New Jersey facility.

Marketing results were better than the year ago quarter principally due to improved margins.  Although Retail marketing gasoline volumes on a per site basis were down 4 percent, total convenience store sales were up nearly 7 percent.  In Energy Marketing, oil sales were higher year over year while natural gas and electricity sales were lower.

Capital and exploratory expenditures in the first half of 2010 were $1.8 billion, substantially all of which were related to Exploration and Production activities.  For the full year 2010, our capital and exploratory expenditures forecast has increased to $5.5 billion from $4.1 billion.  The increase primarily reflects the acquisition of additional interests in the Valhall and Hod Fields from Total, the acquisition of American Oil & Gas and further appraisal of Permit WA-390-P in Australia.

We are pleased to make these acquisitions that will help us sustain profitable growth in reserves and production.  At the same time, we are maintaining our financial strength, which will provide us the ability to fund future investments.

I will now turn the call over to John Rielly.