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SECURITIES AND EXCHANGE COMMISSION

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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):
October 29, 2003

AMERADA HESS CORPORATION

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

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)

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Item 7.   Financial Statements and Exhibits.

(c)

Exhibits

			99(1)			Prepared remarks of John B. Hess
			99(2)			News release dated October 29, 2003 reporting results for the third quarter of 2003.

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 October 29, 2003. A copy of these remarks is attached as Exhibit 99(1) and is incorporated herein by reference.

Item 12.   Results of Operations and Financial Condition.

     On October 29, 2003, Amerada Hess Corporation issued a news release reporting its results for the third quarter of 2003. A copy of this news release is attached hereto as Exhibit 99(2) and is hereby incorporated by reference.

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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: October 29, 2003

		AMERADA HESS CORPORATION
		By:		/s/ John P. Rielly
		Name:		John P. Rielly
		Title:		Controller and
				Chief Accounting Officer

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EXHIBIT INDEX

Exhibit No.		Description
99(1)		Prepared remarks of John B. Hess
99(2)		News release dated October 29, 2003 reporting results for the third quarter of 2003.

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Exhibit 99(1)

Amerada Hess – 3rd Quarter 2003 Conference Call

Comments by John Hess

Thank you Jay, and welcome to our third quarter conference call. I would like to make a few brief comments on some key operating highlights and provide some guidance on production and capital expenditures for next year. I’ll then ask John Rielly to review the 3rd quarter financials before we open it up for questions.

We continue to make progress in reshaping our portfolio. In terms of asset swaps, during the third quarter we completed the exchange of our 25% stake in Premier Oil for a 23% stake in Natuna Sea, Block A, in Indonesia. In addition, on October 1, we closed our previously announced transaction with Encana, in which we swapped a 14% stake in the Scott and Telford Fields in the UK sector of the North Sea, in exchange for an additional 22.5% interest in the Llano Field in the deepwater Gulf of Mexico, bringing our working interest to 50%.

 

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The development of the Llano field is progressing as planned and we expect the field to commence production in the middle of next year with production forecast to average 16 mboe/d, net, in 2005.

Our appraisal work on Northern Block G in Equatorial Guinea continues. We have drilled two wells of the previously announced six well program so far. We plan to drill the remaining four wells over the next several months. We are going to wait until we have all of the drilling results before formulating our final development plan. We are still targeting submission of a Plan of Development to the government of Equatorial Guinea early next year.

On the exploration front, we are happy to announce that the Tubular Bells prospect, in the deepwater Gulf of Mexico, was a discovery. The prospect is located on Mississippi Canyon Block 725 and we have a 20% working interest. The well was drilled in 4,300 feet of water and encountered 190 feet of net oil pay. Further appraisal drilling is planned to determine the extent of the discovery.

 

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However, the G-13-3 well, in Equatorial Guinea, was a dry hole. We intend to further evaluate this area where we had previously announced two discoveries. However, we are expensing both the G-13-2 well and the G-13-3 well.

The Shenzi appraisal well, on Green Canyon Block 653, was spudded on September 22. We have a 28% working interest in this prospect. The well is drilling ahead and we expect to be in a position to announce results before the end of the year.

Our Refining and Marketing operations posted strong financial results in the quarter. The HOVENSA refinery benefited from strong margins, particularly in August when the U.S. experienced supply problems, while retail marketing margins strengthened in September.

I now want to make a few comments regarding our forecast for production and capital expenditures. Our best estimate for 2003 production is 369 mboe/d, which breaks down as 259 mb/d of liquids and 660 mmcf/d of natural gas. For 2004, we are estimating full year production of about 325 mboe/d, with the breakdown being 237 mb/d of

 

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liquids and 530 mmcf/d of natural gas. About 40% of the expected decline in 2004 is related to asset sales and swaps, with the balance related to natural field declines, partially offset by the start up of the Llano field in the middle of next year.

While we do not make formal production forecasts beyond one year, the changes we have made to our portfolio combined with our current slate of development projects, give us confidence that our production will enter a meaningful growth phase beginning in mid-2005.

We expect capital expenditures for 2003 to come in at $1.4 billion, and we currently forecast 2004 spending to be in the range of $1.5 billion. Over 90% of both years’ capital expenditures are devoted to exploration and production activities. In addition, about 60% of both years’ E&P budgets are earmarked for development projects.

We are implementing significant change to our upstream business. We are transitioning out of mature areas, and are shifting focus to longer-lived and more profitable assets. While this change takes time, we

 

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believe that we are positioning Amerada Hess for much improved long-term operating and financial performance.

Now let me ask John Rielly to review the quarterly results.

Cautionary Note:

The foregoing 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.

The Securities and Exchange Commission (SEC) permits oil and gas companies, in their documents filed with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. Certain references are made in the foregoing prepared remarks to reserves other than proved reserves. SEC guidelines strictly prohibit registrants from including such references in documents filed with the SEC.

 

 

Exhibit 99(2)

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

FOR IMMEDIATE RELEASE

AMERADA HESS REPORTS RESULTS FOR THE THIRD QUARTER OF 2003

          New York, New York....October 29, 2003...Amerada Hess Corporation (NYSE: AHC) reported net income of $146 million for the third quarter of 2003 compared with a net loss of $136 million for the third quarter of 2002. Results for the third quarter of 2002 included an after-tax impairment charge of $207 million ($318 million before income taxes). Net income was $574 million in the first nine months of 2003 compared with $153 million in the corresponding period of 2002. The after-tax results by major operating activity for the three and nine month periods ended September 30, 2003 and 2002 were as follows (in millions, except per share amounts):

			Three months ended								Nine months ended
			September 30 (unaudited)								September 30 (unaudited)
			2003				2002(a)				2003				2002(a)
Exploration and production			$	124			$	(116	)		$	331			$	273
Refining and marketing				89				70				272				65
Corporate				(25	)			(23	)			(73	)			(56	)
Interest expense				(42	)			(36	)			(132	)			(127	)
Income (loss) from continuing operations				146				(105	)			398				155
Discontinued operations
	Net gains from asset sales			—				—				116				—
	Income (loss) from operations			—				(31	)			53				(2	)
Income from cumulative effect of accounting change				—				—				7				—
Net income (loss)			$	146			$	(136	)		$	574			$	153
Income (loss) per share from continuing operations (diluted)			$	1.64			$	(1.19	)		$	4.47			$	1.73
Net income (loss) per share (diluted)			$	1.64			$	(1.54	)		$	6.45			$	1.72

                  (a) Reclassified to conform with current period presentation.

          The Corporation’s oil and gas production, on a barrel-of-oil equivalent basis, was 339,000 barrels per day in the third quarter of 2003 compared to 441,000 barrels per day in the third quarter of 2002. Approximately one-half of the decline in production resulted from asset sales in connection with the Corporation’s initiatives to reshape its portfolio of producing properties. In the third quarter of 2003, the Corporation’s average worldwide crude oil selling price, including the effect of hedging, was $24.65 per barrel, a decrease of $1.44 per barrel from the third quarter of 2002. The Corporation’s average United States natural gas selling price, including the effect of hedging, was $3.53 per Mcf in the third quarter of 2003, an increase of $.06 per Mcf from the third quarter of 2002.

          Refining and marketing earnings increased in the third quarter of 2003 compared with the third quarter of 2002 reflecting higher refining margins and increased earnings from retail gasoline station operations. Refining and marketing earnings in the third quarter of 2002 included an after-tax gain of $67 million ($102 million before income taxes) from the sale of six United States flag tankers.

 

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          Corporate expenses in the first nine months of 2003 include $15 million of after-tax expense ($27 million before income taxes) from early repayment of debt. The amount in the corresponding period of 2002 was $4 million ($10 million before income taxes).

          The following items, on an after-tax basis, are included in net income in the third quarter and first nine months of 2003 and 2002 (in millions):

			Three months ended								Nine months ended
			September 30 (unaudited)								September 30 (unaudited)
			2003				2002				2003				2002
United States income tax benefit			$	30			$	—			$	30			$	—
Accrued severance and London office lease costs				—				—				(23	)			—
Asset impairment				—				(207	)			—				(207	)
Gains (losses) from asset sales
	Exploration and production			—				(22	)			31				20
	Refining and marketing			—				67				(20	)			67
Charge for increase in United Kingdom income tax rate				—				(43	)			—				(43	)
Reduction in carrying value of refining and marketing intangible assets and accrued severance				—				—				—				(22	)
			$	30			$	(205	)		$	18			$	(185	)

          The third quarter 2003 income tax benefit of $30 million reflects the recognition for United States income tax purposes of certain prior year foreign exploration expenses.

          Sales and other operating revenues in the third quarter of 2003 amounted to $3,230 million compared with $2,724 million in the third quarter of 2002. Capital expenditures in the third quarter of 2003 amounted to $307 million of which $298 million related to exploration and production activities. Capital expenditures in the third quarter of 2002 amounted to $345 million, including $323 million for exploration and production.

Consolidated Financial Information (unaudited)

			Three months ended												Nine months ended
			September 30												September 30
			2003				2002								2003				2002
							(In millions, except per share amounts)
Sales and other operating revenues			$	3,230			$	2,724							$	10,683			$	8,345
Income (loss) from continuing operations			$	146			$	(105	)						$	398			$	155
Discontinued operations
	Net gains from asset sales			—				—								116				—
	Income (loss) from operations			—				(31	)							53				(2	)
Cumulative effect of accounting change				—				—								7				—
Net income (loss)			$	146			$	(136	)						$	574			$	153
Income (loss) per share from continuing operations (diluted)			$	1.64			$	(1.19	)						$	4.47			$	1.73
Net income (loss) per share (diluted)			$	1.64			$	(1.54	)						$	6.45			$	1.72
Weighted average number of shares				89.1				88.3	(*)							89.1				89.3

(*) Represents basic shares.

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          In the preceding discussion, the financial effects of certain transactions are disclosed on an after-tax basis. Management reviews segment earnings on an after-tax basis and uses after-tax amounts in its review of variances in segment earnings. Such after-tax amounts may be considered to be non-GAAP financial measures. Management believes that they are a preferable method of explaining variances in earnings, since they show the entire effect of a transaction rather than only the pre-tax amount. After-tax amounts are determined by applying the appropriate income tax rate in each tax jurisdiction to pre-tax amounts.

          The following table contains the pre-tax amounts of items included in net income which are shown on an after-tax basis above (in millions):

			Three months ended								Nine months ended
			September 30 (unaudited)								September 30 (unaudited)
			2003				2002				2003				2002
United States income tax benefit			$	—			$	—			$	—			$	—
Accrued severance and London office lease costs				—				—				(38	)			—
Asset impairment				—				(318	)			—				(318	)
Gains (losses) from asset sales
	Exploration and production			—				(35	)			47				27
	Refining and marketing			—				102				(9	)			102
Charge for increase in United Kingdom income tax rate				—				—				—				—
Reduction in carrying value of refining and marketing intangible assets and accrued severance				—				—				—				(35	)
			$	—			$	(251	)		$	—			$	(224	)

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

										Third				Third				Second
Line										Quarter				Quarter				Quarter
No.										2003				2002 (*)				2003
										(A)				(B)				(C)
				Income Statement
					Revenues and Non-operating Income
	1					Sales and other operating revenues				$	3,230			$	2,724			$	3,199
						Non-operating income
	2						Gain (loss) on asset sales				—				68				(9	)
	3						Equity in income (loss) of HOVENSA L.L.C.				43				(6	)			15
	4						Other				23				12				8
	5							Total revenues and non-operating income			3,296				2,798				3,213
					Costs and Expenses
	6					Cost of products sold					2,194				1,650				2,140
	7					Production expenses					207				197				191
	8					Marketing expenses					171				144				167
	9					Exploration expenses, including dry holes and lease impairment					59				103				88
	10					Other operating expenses					44				40				49
	11					General and administrative expenses					70				70				106
	12					Interest expense					73				61				77
	13					Depreciation, depletion and amortization					253				274				270
	14					Asset impairment					—				318				—
	15							Total costs and expenses			3,071				2,857				3,088
	16					Income (loss) from continuing operations before income taxes					225				(59	)			125
	17					Provision for income taxes					79				46				62
	18					Income (loss) from continuing operations					146				(105	)			63
						Discontinued operations
	19						Net gain from asset sales				—				—				175
	20						Income (loss) from operations				—				(31	)			14
	21					Net income (loss)				$	146			$	(136	)		$	252
				Segment Earnings Analysis
	22					Exploration and production				$	124			$	(116	)		$	88
	23					Refining and marketing					89				70				46
	24					Corporate					(25	)			(23	)			(27	)
	25					Interest expense					(42	)			(36	)			(44	)
	26					Income (loss) from continuing operations					146				(105	)			63
						Discontinued operations
	27						Net gain from asset sales				—				—				175
	28						Income (loss) from operations				—				(31	)			14
	29					Net income (loss)				$	146			$	(136	)		$	252
	30			Net Cash Provided by Operating Activities (**)						$	99			$	433			$	571
				Capital Expenditures
	31					Exploration and production				$	298			$	323			$	339
	32					Refining and marketing					9				22				28
	33							Total capital expenditures		$	307			$	345			$	367
				At End of Period
	34					Total debt				$	4,490			$	5,083			$	4,642
	35					Stockholders’ equity				$	4,714			$	4,683			$	4,573

		(*) Reclassified to conform with current period presentation.
		(**) Includes changes in working capital.

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

										Nine Months
Line										2003								2002 (*)
No.
										(A)								(B)
				Income Statement
					Revenues and Non-operating Income
	1					Sales and other operating revenues				$	10,683							$	8,345
						Non-operating income
	2						Gain on asset sales				39								129
	3						Equity in income (loss) of HOVENSA L.L.C.				108								(50	)
	4						Other				42								62
	5							Total revenues and non-operating income			10,872								8,486
					Costs and Expenses
	6					Cost of products sold					7,423								5,175
	7					Production expenses					589								522
	8					Marketing expenses					508								500
	9					Exploration expenses, including dry holes and lease impairment					253								206
	10					Other operating expenses					144								122
	11					General and administrative expenses					252								192
	12					Interest expense					224								194
	13					Depreciation, depletion and amortization					799								853
	14					Asset impairment					—								318
	15							Total costs and expenses			10,192								8,082
	16					Income from continuing operations before income taxes					680								404
	17					Provision for income taxes					282								249
	18					Income from continuing operations					398								155
						Discontinued operations
	19						Net gain from asset sales				116								—
	20						Income (loss) from operations				53								(2	)
	21					Cumulative effect of change in accounting principle, net					7								—
	22					Net income				$	574							$	153
	23			Net Cash Provided by Operating Activities						$	1,159							$	1,427
				Capital Expenditures
	24					Exploration and production				$	958							$	1,101
	25					Refining and marketing					57								106
	26							Total capital expenditures		$	1,015							$	1,207
										September 30								December 31
										2003								2002
				Balance Sheet Information
	27					Current assets				$	2,538							$	2,756
	28					Investments					1,048								1,622
	29					Property, plant and equipment - net					7,942								7,032
	30					Other assets					1,683								1,852
	31							Total assets		$	13,211							$	13,262
	32					Current portion of long-term debt				$	189							$	16
	33					Other current liabilities					1,986								2,537
	34					Long-term debt					4,301								4,976
	35					Deferred liabilities and credits					2,021								1,484
	36					Stockholders’ equity excluding other comprehensive loss					4,998								4,503
	37					Accumulated other comprehensive loss					(284	)							(254	)
	38							Total liabilities and stockholders’ equity		$	13,211							$	13,262

(*) Reclassified to conform with current period presentation.

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

									Third				Third				Second
									Quarter				Quarter				Quarter
									2003				2002				2003
Line
No.									(A)				(B)				(C)
				Operating Data
					Net Production Per Day
						Crude oil - barrels
	1						United States			41				53				45
	2						United Kingdom			78				112				96
	3						Equatorial Guinea			21				39				24
	4						Norway			22				26				24
	5						Denmark			24				20				23
	6						Algeria			23				15				15
	7						Gabon			11				8				10
	8						Indonesia			—				4				1
	9						Azerbaijan			2				4				2
	10						Colombia			—				21				—
	11						Total			222				302				240
						Natural gas liquids - barrels
	12						United States			12				12				9
	13						United Kingdom			4				5				8
	14						Norway			1				1				1
	15						Indonesia and Thailand			2				3				2
	16						Total			19				21				20
						Natural gas - mcf
	17						United States			216				355				264
	18						United Kingdom			262				227				327
	19						Denmark			30				30				28
	20						Norway			24				28				28
	21						Indonesia and Thailand			59				63				48
	22						Total			591				703				695
	23					Barrels of oil equivalent (*)				339				441				376
					Average Selling Price (including hedging)
						Crude oil - per barrel
	24						United States		$	24.33			$	26.19			$	23.12
	25						Foreign			24.72				26.08				24.31
						Natural gas liquids - per barrel
	26						United States		$	22.00			$	16.08			$	21.84
	27						Foreign			23.33				19.73				19.44
						Natural gas - per mcf
	28						United States		$	3.53			$	3.47			$	4.09
	29						Foreign			2.54				2.17				2.58
					Marketing and Refining - Barrels Per Day
	30					Refined products sold				390				355				399
	31					Refinery runs (net)				241				174				215

(*)

Includes production from properties classified as discontinued operations of 51 and 14 thousand barrels of oil equivalent per day in the third quarter of 2002 and the second quarter of 2003, respectively.

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

										Nine Months
										2003				2002
Line
No.										(A)				(B)
				Operating Data
					Net Production Per Day
						Crude oil - barrels
	1						United States				45				56
	2						United Kingdom				92				113
	3						Equatorial Guinea				24				39
	4						Norway				23				24
	5						Denmark				24				21
	6						Algeria				19				14
	7						Gabon				10				9
	8						Indonesia				2				5
	9						Azerbaijan				2				4
	10						Colombia				4				22
	11							Total			245				307
						Natural gas liquids - barrels
	12						United States				11				13
	13						United Kingdom				6				5
	14						Norway				1				1
	15						Indonesia and Thailand				2				3
	16							Total			20				22
						Natural gas - mcf
	17						United States				266				390
	18						United Kingdom				303				275
	19						Denmark				31				36
	20						Norway				26				25
	21						Indonesia and Thailand				54				42
	22							Total			680				768
	23					Barrels of oil equivalent (*)					378				456
					Average Selling Price (including hedging)
						Crude oil - per barrel
	24						United States			$	23.97			$	24.41
	25						Foreign				24.79				24.66
						Natural gas liquids - per barrel
	26						United States			$	23.64			$	14.73
	27						Foreign				22.95				18.05
						Natural gas - per mcf
	28						United States			$	4.03			$	3.54
	29						Foreign				2.73				2.17
					Marketing and Refining - Barrels Per Day
	30					Refined products sold					417				376
	31					Refinery runs (net)					218				175

(*)

Includes production from properties classified as discontinued operations of 17 and 53 thousand barrels of oil equivalent per day in the first nine months of 2003 and 2002, respectively.

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

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