December 27, 2005


John P. Rielly
Chief Financial Officer
Amerada Hess Corporation
1185 Avenue of the Americas
New York, New York 10036

	Re:	Amerada Hess Corporation
		Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 14, 2005
Form 10-Q for Fiscal Quarters Ended March 31, 2005, June 30, 2005,
and September 30, 2005
Filed May 6, 2005, August 5, 2005 and November 7, 2005
		File No. 1-1204

Dear Mr. John P. Rielly:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

		Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.








Form 10-K for the Fiscal Year Ended December 31, 2004

Legal Proceedings, page 10

1. Please expand your disclosure to include assessments of the
likelihood of loss and obligations by matter using terms as
defined
in paragraph 3 of SFAS 5.  Include like disclosure in your audited
financial statement footnotes.

Statement of Consolidated Income, page 43

2. We note your "cost of products sold" does not include
depreciation, depletion and amortization.  It appears you will
either
need to include a parenthetical disclosure of your depreciation,
depletion and amortization which is attributable to your cost of
sales, as required by SAB Topic 11B, or tell us why this
literature
would not apply.

Note 1 Summary of Significant Accounting Policies, page 47

Asset Retirement Obligations

3. Please expand your disclosure to address how you account for
asset
retirement obligations that cannot be reasonably estimated.
Additionally explain that is the case, if true, and the reasons it
cannot be reasonably estimated.  Refer to paragraph 22 of SFAS
143.

Interest Capitalization

4. Disclose your accounting policy for interest capitalization.

Note 5 Refining Joint Venture, page 53

5. Please clarify when the note due from PDVSA is required or
expected to be paid. We note your Management`s Discussion and
Analysis disclosure that you expect to collect the amounts due.

Note 12 Provision for Income Taxes, page 61

6. Please reconcile the disclosure of your deferred tax assets and
liabilities to the amounts reported on your balance sheet. In this
regard it may be helpful to readers in understanding how you have
presented your deferred tax assets and liabilities if you provided
disclosures of how your footnote agrees to your balance sheet
presentation.
Note 13, Stockholders` Equity and Net Income Per Share, page 63

7. We note your disclosure regarding your seven percent cumulative
mandatory convertible preferred shares and your three percent
cumulative convertible preferred shares which appear to be
convertible into a variable number of your common shares. Please
address the following:

* With respect to your seven percent mandatory convertible
preferred
shares, tell us how you considered paragraph 12 of SFAS 150 in
concluding that these instruments did not represent a liability.

* Demonstrate whether the conversion option is conventional
convertible. Refer to paragraph 4 of EITF 00-19 and to EITF 05-02.

* Explain in detail how you considered the provisions of SFAS 133
and
00-19 in accounting for the embedded conversion option associated
with your convertible preferred stock instruments.

* Specifically address whether shares issued upon conversion of
your
preferred are subject to registration rights and any associated
liquidating damages or penalties.

* Expand your disclosure to identify the conversion terms, rights
and
preferences of you outstanding three percent cumulative
convertible
preferred stock.

Please also refer to the Division of Corporation Finance`s Current
Issues Outline, Section II.B which can be located at:
http://www.sec.gov/divisions/corpfin/ acctdis120105.pdf.

Note 15, Financial Instruments, Non-trading and Trading
Activities,
page 65

8. We note your disclosure which indicates you have a $1,374
before
tax deferred loss included in other comprehensive income related
your
hedging contracts.  However, we were unable to locate the
associated
liability separately on your balance sheet.  As such, it appears
you
may need to present your derivative liabilities and assets as
separate components on you balance sheet or clearly indicate in
your
footnote disclosure the caption including your derivative
liabilities
and assets. Refer to Rule 5-02 of Regulation S-X.



Supplementary Oil and Gas Data, page 73

Oil and Gas Reserves

9. Indicate, if true, that your reserve quantity estimates have
been
determined using the year end price.  If not, please indicate how
you
determine the price to use.

Item 9A, Controls and Procedures, page 78

10. You state that there were no "significant changes" in your
"internal controls" and no factors that could "significantly
affect"
these controls after December 31, 2004. However, Item 308(c) of
Regulation S-K requires that you disclose any change in the
registrant`s "internal control over financial reporting"
identified
in connection with the evaluation required by paragraph (d) of
Exchange Act Rules 13a-15 or 15d-15 that occurred during the
fiscal
period that has "materially affected, or is reasonably likely to
materially affect, the registrant`s internal control over
financial
reporting."  Please revise your disclosure accordingly.

Form 10-Q for the period ended September 30, 2005

Financial Statements

Note 1

11. Please explain in greater detail why you did not expect the
adoption of Interpretation No.47 (FIN 47), Accounting for
Conditional
Asset Retirement Obligations to have a material effect on your
financial position or results of operations.

Note 4

12. Please reconcile your disclosure that "At September 30, 2005,
$116 million of capitalized costs are associated with wells that
are
one to three years old. These wells related to three projects
which
are progressing towards development" with your disclosure in the
footnotes to your December 31, 2004 financial statements that:
"The
Corporation does not capitalize the cost of other exploratory
wells
for more than one year unless proved reserves are found."





Note 11

13. Please explain in greater detail how you determine whether or
not
your cash flow hedges are effective.  Additionally, provide
additional insight into the timing of when these contracts are
required to be settled.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Jonathan Duersch at (202) 551-3719 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3683 with any other
questions.



								Sincerely,



								Jill S. Davis
								Branch Chief
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John P. Rielly
Chief Financial Officer
December 27, 2005
page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010