[Draft: (New York) July 8, 2001]
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
SCHEDULE TO
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
-------------------------
[TEXAS]
(Name of Subject Company)
-------------------------
Amerada Hess Corporation
Amerada Hess (Cayman) Limited
(Names of Filing Persons)

Ordinary Shares, Par Value $0.01 Per Share
(Title of Class of Securities)

G90751101: Ordinary Shares
----------------------------------------
(CUSIP Number of Class of Securities)
-------------------------
J. Barclay Collins II, Esq.
Executive Vice President and General Counsel
Amerada Hess Corporation
1185 Avenue of the Americas
New York, New York 10036
(212) 997-8500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
-------------------------
Copies to:
Timothy B. Goodell, Esq.
Gregory P. Pryor, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200

CALCULATION OF FILING FEE

================================================================================
Transaction Valuation*                                  Amount of Filing Fee

================================================================================
*    Set forth the amount on which the filing fee is calculated and state how it
was determined.

/ /  Check the box if any part of the fee is offset as provided by Rule 0-11 (a)
(2) and identify the filing with which the  offsetting  fee was  previously
paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:

/X/  Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:
/X/  third-party tender offer subject to Rule 14d-1.
/_/  issuer tender offer subject to Rule 13e-4.
/_/  going-private transaction subject to Rule 13e-3.
/_/  amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer:   /_/
================================================================================

AMERADA HESS TO ACQUIRE TRITON ENERGY FOR $45 PER SHARE IN CASH

New  York,  New York and  Dallas,  Texas . . . . . July 10,  2001 . . . . .
Amerada Hess Corporation (NYSE: AHC) and Triton Energy Limited (NYSE: OIL) today
jointly announced that they have entered into a definitive agreement under which
Amerada  Hess will  commence a cash tender  offer for all  outstanding  ordinary
shares of Triton at $45.00  per  share  (including  to be  converted  preference
shares).  The  transaction  has a total  value of  approximately  $3.2  billion,
including the assumption of approximately $500 million in Triton debt.

The all-cash offer represents a premium of 50% to the closing price of
Triton shares on Monday,  July 9, 2001, and is 88% of Triton's 52-week high. The
transaction  has been  approved  unanimously  by the Boards of Directors of both
companies,  and the Board of  Directors  of Triton has  unanimously  resolved to
recommend that its holders of ordinary shares accept the offer. Amerada Hess has
received an irrevocable  commitment from Hicks,  Muse, Tate & Furst Incorporated
to sell its  approximately  38% ownership  stake in Triton to Amerada Hess.  The
transaction is expected to close in the third quarter of 2001.

Commenting  on the  transaction,  John Hess,  Chairman and Chief  Executive
Officer of Amerada Hess, said:

"The  acquisition  of Triton  strengthens  our  exploration  and production
business,  gives us access to long life  international  reserves,  substantially
increases our production growth and provides significant  exploration potential.
It improves our  competitive  position in a  consolidating  industry while being
accretive to our  estimates  of earnings  and cash flow per share for 2002.  The
acquisition will increase our production from a current level of 425,000 barrels
of oil equivalent per day to about 535,000 barrels per day in 2002 and more than
600,000 barrels per day in 2003. It makes Amerada Hess one of the largest global
independent  exploration  and  production  companies  with the scale to access a
broader range of investment opportunities that meet our financial goals."

James C. Musselman,  President and Chief Executive Officer of Triton Energy
Limited, stated:

"The sale of Triton  Energy  to  Amerada  Hess  reflects  the  considerable
progress we have made in recent years and rewards our shareholders  with premium
value for their shares.  Triton today is one of the world's leading  independent
exploration and production  companies with world-class  assets around the globe,
strong  financial  results and a solid balance sheet.  These  achievements are a

credit to our people,  who have  consistently  demonstrated  the  experience and
commitment  necessary  to  capitalize  on the  potential  of our assets.  I look
forward to working  with the  Amerada  Hess  management  team to  complete  this
transaction and successfully integrate our two companies."

Thomas O. Hicks,  Chairman and Chief Executive Officer of Hicks, Muse, Tate
& Furst Incorporated, whose approximately 38% stake in Triton is a result of its
$350 million equity investment in the company in 1998 and early 1999, said:

"On behalf of all of the HMTF Partners,  and  particularly on behalf of all
of our  investors  in  Hicks,  Muse,  Tate & Furst  Equity  Fund  IV,  I want to
congratulate and thank Jim Musselman,  Al Turner, Brian Maxted, Greg Dunlevy and
the rest of the Triton  management  team for the truly superb job they have done
over the past  three  years  in  building  the  value of  Triton  for all of the
company's shareholders."

The  transaction  is subject to regulatory  approvals  and other  customary
conditions.  Amerada Hess expects to mail  definitive  tender offer materials to
Triton shareholders and make all other regulatory filings shortly.  Amerada Hess
will fund the transaction  from its existing cash resources and lines of credit.
Goldman Sachs & Co. served as financial  advisor to Amerada Hess and J.P. Morgan
Chase Securities served as financial advisor to Triton Energy.

About Amerada Hess Corporation

Amerada  Hess,  headquartered  in New York, is a global  integrated  energy
company  engaged  in  the   exploration   for  and  the  production,   purchase,
transportation  and sale of crude oil and natural gas, as well as the production
and sale of refined petroleum  products.  Exploration and production  activities
take place primarily in the United States, the United Kingdom,  Norway, Denmark,
Brazil, Algeria, Gabon, Indonesia, Azerbaijan, Thailand and Malaysia.

Amerada Hess produces  approximately  425,000 barrels of oil equivalent per
day,  two-thirds of which is oil and one-third  natural gas. Amerada Hess' total
proved oil and gas reserves at December  31, 2000 were over 1.1 billion  barrels
of oil equivalent.

Amerada Hess' refined  petroleum  products are  manufactured at the HOVENSA
refinery in St. Croix, United States Virgin Islands, which is owned jointly with
Petroleos de Venezuela S.A. The refinery is one of the largest in the world with
a capacity of 500,000 barrels per day.  Amerada Hess markets  refined  petroleum
products on the East Coast of the United States through its terminal

2

network and approximately 1,180 HESS brand retail outlets.

About Triton Energy

Triton Energy is a Dallas-based  international  oil and gas exploration and
production  company with major oil and gas assets in West Africa,  Latin America
and Southeast  Asia. At December 31, 2000,  Triton's total proved  reserves were
293.5 million barrels of oil equivalent.  These reserves  exclude the success of
drilling activities in 2001.

About Hicks, Muse, Tate & Furst Incorporated

Since its formation in 1989,  Hicks,  Muse, Tate & Furst  Incorporated  has
completed  or  currently  has pending  more than 390  transactions  with a total
capital value of more than $50 billion.  Headquartered  in Dallas,  the firm has
additional offices in New York, London and Buenos Aires.

Investment Community Conference Call and Webcast

Amerada Hess will host a conference call at 8:30 a.m. EDT this morning
to  discuss  the  proposed  transaction  with  the  investment  community.   The
conference  call  will be  accessible  to the media  and the  general  public in
listen-only  mode. To listen to the conference  call,  please dial  888-857-6929
(U.S.) or  719-457-2600  (International)  approximately  15 minutes prior to the
scheduled starting time. The conference will be webcast live on www.hess.com and
www.vcall.com  (enter AHC). Replays will be available at 888-203-1112  (U.S.) or
719-457-0820  (International),  passcode 471655,  beginning at 12:00 p.m. EDT on
July 10th through 8:00 p.m. EDT on July 17th.

This  announcement   contains  certain  statements  that  are  neither  reported
financial  results  nor  other  historical  information.  These  statements  are
forward-looking  statements within the meaning of the safe-harbor  provisions of
the US federal securities laws. 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. Many of these risks and
uncertainties  relate to  factors  that are  beyond  the  companies'  ability to
control or estimate precisely, such as future market conditions, the behavior of
other market participants and the actions of governmental regulators.  These and
other risk factors are detailed in the two companies'  SEC reports.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this press release.  The companies do not undertake
any  obligation  to publicly  release  any  revisions  to these  forward-looking
statements  to  reflect  events or  circumstances  after the date of this  press
release.

3

This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of Triton. At the time the offer is commenced,  Amerada Hess will
file a tender offer statement and Triton will file a solicitation/recommendation
statement  with the SEC with  respect  to the  offer.  Triton  shareholders  are
advised   to   read   the   tender    offer    statement    and   the    related
solicitation/recommendation statement, both of which will be filed with the SEC.
The  tender  offer  statement  (including  an  offer  to  purchase,   letter  of
transmittal     and    related     tender    offer     documents)     and    the
solicitation/recommendation  statement will contain important  information which
should be read carefully  before any decision is made with respect to the offer.
These  documents will be made  available to all  shareholders  of Triton,  at no
expense to them.  These  documents  also will be  available  at no charge at the
SEC's website at www.sec.gov. Contacts:

Amerada Hess                   Triton Energy                 HMTF
------------------             -------------                 ----
Carl Tursi                     Crystal C. Bell            Roy Winnick
(212) 536-8593                 (214) 696-7560             Kekst and Company
ext. 560                   (212) 521-4842
or
Mark Semer
Kekst and Company
(212) 521-4802

4

[Slide 1]
[Hess Logo]
Amerada Hess Corporation
Acquisition of
[Triton Logo]

July 10, 2001

[Slide 2]
-This presentation contains projections and other
forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These projections and
statements reflect the company's current views with respect to
future events and financial performance. No assurances can be
given, however, that these events will occur or that these
projections will be achieved, and actual results could differ
materially from those projected as a result of certain
factors. A discussion of these factors is included in the
company's periodic reports filed with the Securities and
Exchange Commission.

-The SEC permits oil and gas companies, in their filings 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 operating conditions. We use certain terms in this
presentation, such as probable reserves, that the SEC's
guidelines prohibit registrants from including in filings with
the SEC. Investors are urged to consider closely the
disclosure in Amerada Hess's Form 10-K, File No. 1-1204,
available from Amerada Hess, 1185 Avenue of the Americas, New
York, New York 10036 c/o Corporate Secretary. You can also
obtain this form from the SEC by calling 1-800-SEC-0330.

[Slide 3]
Amerada Hess Corporation [Hess Logo]

- $7 billion market capitalization
- $9 billion enterprise value
- New York stock exchange listed company (ticker symbol: AHC)
- Earnings and cash flows from operations:
-Full Year 2000: $1.0 billion earnings and $1.8 billion 
cash flow
-First quarter 2001: $337 million earnings and $753 million
cash flow
- 405 MBOEPD average production in Q1 2001 
- 1.1 billion barrels of proved reserves 
- 1.7 Billion Barrels proved plus probable reserves 
- Competitively advantaged refining joint venture with PDVSA 
- Focused retail marketing on the US East Coast

[Slide 4]
Principal goals [Hess Logo]

-Exploration & Production - engine of income and growth
-Objectives:
-Grow to minimum 75% of capital employed
-Expand international reserves to at least 33%
outside the United States and North Sea
-Focus on high quality assets in a few
countries 
-Accelerate production growth
-Increase reserve life

-Refining & Marketing
-Enhance financial returns from existing assets

[Three  pictures  line the right  side of the page.  The first
shows a drilling rig with the word  "Exploration".  The second
shows a production  platform with the word  "Production".  The
third  picture  shows a Hess  service  station  with  the word
"Marketing".]

[Slide 5]
Summary of Triton acquisition [Hess Logo]

-HESS to commence cash tender offer of $45 per share for all
outstanding common and convertible shares of Triton
-Deal size equal to $3.2 billion including the
assumption of approximately $500 million of debt 
-50% premium to previous day share price; 88% of
52-week high 
-Unanimously approved and recommended by Triton's 
Board of Directors 
-Irrevocable commitment by Hicks Muse to sell 38% 
ownership stake
-Transaction is expected to close in third quarter 2001
-Purchase price of reserves, including recent discoveries:
-Proved:                  $  9.79/BOE
-Proved+Probable:         $  5.66/BOE
-Purchase price of reserves based on Hess mid-year 2001
estimates

-2-

[Slide 6]
Summary [Hess Logo]

-Acquisition Benefits
-Continues transformation to exploration and production 
-Expands international reserves
-Accelerates and extends production growth 
-Provides significant exploration potential 
-Meets financial goals 
-Enhances competitive position

[Slide 7]
Continues transformation to exploration & 
production [Hess Logo]

-Capital Employed

[Three Pie Charts representing the following information:

1997 HESS
-57% Capital Employed in R&M
-43% Capital Employed in E&P

2001 HESS
-49% Capital Employed in R&M
-51% Capital Employed in E&P

2001E HESS + TRITON
-24% Capital Employed in R&M
-76% Capital Employed in E&P]

-76% of the combined 2001 capital employed will be devoted to
E&P operations

[Slide 8]
Expands international reserves [Hess Logo]

[Map of the World representing the following information in
four captions:

-United States
-22% Reserves

-North Sea
-40% Reserves

-3-

-Africa
-13% Reserves

-Southeast Asia
-13% Reserves]

-88 % of proved reserves are in four core areas
-Proved reserves based on Hess mid-year 2001 estimates

[Slide 9]
Expands international reserves [Hess Logo]

-Hess increases high-potential international reserves

[Pie Chart of proved reserves of HESS representing the
following information:
-International   21%
-United States   28%
-North Sea       51%
-1.1 Billion BOE HESS]

[Pie Chart of proved reserves of HESS + TRITON representing
the following information:
-International   38%
-United States   22%
-North Sea       40%
-1.4 Billion BOE HESS + TRITON]

[Arrow connecting the two pie charts containing the words
"Balances Portfolio"]

-Proved reserves based on Hess mid-year 2001 estimates

[Slide 10]
Accelerates and extends production growth [Hess Logo]

-Production

[Bar graph representing the following information:

-2000 Pro Forma

-4-

-HESS            374 MBOEPD
-TRITON          31 MBOEPD
-Combined        405 MBOEPD

-2001 Pro Forma
-HESS            430 MBOEPD
-TRITON          55 MBOEPD
-Combined        485 MBOEPD

-2002
-HESS            450 MBOEPD
-TRITON          85 MBOEPD
-Combined        535 MBOEPD

-2003
-HESS            460 MBOEPD
-TRITON          152 MBOEPD
-Combined        612 MBOEPD

-CAGR: 15% combined vs. 7% Hess alone]

[Slide 11]
Accelerates and extends production growth [Hess Logo]

-Reserve to Production ratio

[Bar graph representing the following information:

-Before
-HESS
-7.7 Proved Reserve to Production ratio
-13.3 Proved + Probable Reserve to Production
ratio
-TRITON
-26.2 Proved Reserve to Production ratio
-52.1 Proved + Probable Reserve to Production
ratio
-After
-HESS + TRITON
-9.1 Proved Reserve to Production ratio
-16.2 Proved + Probable Reserve to Production
ratio]

-Source: Reported 2000 Reserve and Production Data of HESS and
TRITON + HESS estimates for TRITON discoveries.

-5-

[Slide 12]
Provides significant exploration potential [Hess Logo]

[Three maps of Africa showing the following:
-Africa
-Magnified map of Equatorial Guinea and Gabon coming from the
map of Africa and containing the following labeled area:
-Upper Cretaceous Deep Water Fairway
-Magnified map of Equatorial Guinea coming from the magnified
map of Equatorial Guinea and Gabon and containing the
following labeled areas
-Block F
-Block G
-Okume
-Oveng
-Ceiba]

-Recent Discoveries
-Ceiba           October 1999
-Okume           June 2001
-Oveng           June 2001
-Gross reserve potential of over 400 MMBOE

-Exploration Potential
-1.8 million net acres with 90% yet to be explored
-85% equity in blocks F and G in Equatorial Guinea
with 7 wells to be drilled over the next 12 months
-25% equity in Tolo block in Gabon with 1 well to be
drilled this year

[Slide 13]
Meets financial goals [Hess Logo]

-Cost savings                               $ Million
-G&A                                        $14
-Exploration                                $32
-Total before tax savings          $46
-Total after tax savings           $33

-6-

[Slide 14]
Meets financial goals [Hess Logo]

-Year-end Debt-to-Capital ratio

[Bar graph representing the following information:

-At closing
-52% Year-end Debt-to-Capital ratio
-2002
-45% Year-end Debt-to-Capital ratio
-2003
-36% Year-end Debt-to-Capital ratio]]

-Pro-forma based on $24.00 WTI oil price

[Slide 15]
Meets financial goals [Hess Logo]

-Strengthens cash flow and reserves per share

[Two bar graphs representing the following information:

-Cash flow per share Based on 2002E pro-forma
-HESS
-$24.13 Cash Flow per Share
-HESS + TRITON
-$27.66 Cash Flow per Share

-Proved Reserves per share Based on mid-year 2001 estimates 
for Hess and Triton
-HESS
-12.7 Proved reserves (BOE) per Share
-HESS + TRITON
-16.4 Proved Reserves (BOE) per Share]

-Pro-forma based on $24.00 WTI oil price

[Slide 16]
Meets financial goals [Hess Logo]

-Accretive to earnings and cash flow per share

-7-

[Two Bar graphs representing the following information:

-Earnings
-2002
-1%
-2003
-4%
-Cash flow
-2002
-15%
-2003
-26%]

-Pro-forma based on $24.00 WTI oil price, purchase accounting 
and goodwill of $980 Million

[Slide 17]
Enhances competitive position [Hess Logo]

-2001 Estimated Production (MBOEPD)

[Bar graph representing the following information:

-Conoco/Gulf of Canada                      884 MBOEPD
-Phillips                                   850 MBOEPD
-Anadarko                                   550 MBOEPD
-HESS + TRITON (2002)                       535 MBOEPD
-HESS (2002)                          450 MBOEPD
-TRITON (2002)                        85  MBOEPD
-Unocal                                     505 MBOEPD
-Occidental                                 500 MBOEPD
-HESS + TRITON (2001 Pro Forma)             485 MBOEPD
-HESS (2001 Pro Forma)                430 MBOEPD
-TRITON (2001 Pro Forma)              55  MBOEPD
-Talisman                                   450 MBOEPD
-HESS                                       430 MBOEPD
-Marathon                                   420 MBOEPD
-Burlington                                 380 MBOEPD
-Devon                                      365 MBOEPD
-Kerr McGee                                 330 MBOEPD
-Apache                                     325 MBOEPD
-Enterprise                                 255 MBOEPD

-8-

-EOG                                        184 MBOEPD
-Ocean                                      155 MBOEPD
-Murphy                                     115 MBOEPD
-Noble                                      102 MBOEPD
-Vintage                                    100 MBOEPD
-TRITON                                     55  MBOEPD]

-Source: Company Press Releases and Presentations

[Slide 18]
Conclusion [Hess Logo]

-Acquisition Benefits
-Continues transformation to exploration and
production 
-Expands international reserves
-Accelerates and extends production growth 
-Provides significant exploration upside 
-Meets financial goals
-Enhances competitive position

[Slide 19]

[Hess Logo]
-9-