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

FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 Fee Required
For the fiscal year ended December 31, 1993
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 No Fee Required
For the transition period from to

COMMISSION FILE NUMBER 1-1204

------------------------

AMERADA HESS CORPORATION

(Exact name of Registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)
13-4921002
(I.R.S. Employer Identification Number)

1185 AVENUE OF THE AMERICAS, NEW YORK, N.Y. 10036
(Address of principal executive offices) (Zip Code)

(Registrant's telephone number, including area code, is (212) 997-8500)
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Common Stock (par value $1.00) New York Stock Exchange
Montreal Stock Exchange
Toronto Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
The aggregate market value of voting stock held by non-affiliates of the
Registrant amounted to $3,681,000,000 as of February 28, 1994.
At February 28, 1994, 93,011,355 shares of Common Stock were outstanding.
Certain items in Parts I and II incorporate information by reference from
the 1993 Annual Report to Stockholders and Part III is incorporated by reference
from the Proxy Statement for the annual meeting of stockholders to be held on
May 4, 1994.
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2

PART I

ITEM 1. BUSINESS

Amerada Hess Corporation (the "Registrant") was incorporated in 1920 in the
State of Delaware. The Registrant and its subsidiaries (collectively referred to
herein as the "Corporation") are engaged in the exploration for and the
production, purchase, gathering, transportation and sale of crude oil and
natural gas and the manufacture, purchase, transportation and marketing of
petroleum products.

EXPLORATION AND PRODUCTION

The Corporation's exploration and production activities are located
primarily in the United States, Canada and the United Kingdom and Norwegian
sectors of the North Sea. The Corporation also conducts exploration and/or
production activities in Abu Dhabi, Egypt, Gabon, Namibia and Thailand. Of the
Company's proved reserves (on a barrel of oil equivalent basis), 32% are located
in the United States, 52% are located in the United Kingdom and Norwegian
sectors of the North Sea, 12% are located in Canada and the remainder are
located in Gabon and Abu Dhabi. Worldwide crude oil and natural gas liquids
production amounted to 215,390 barrels per day in 1993 compared with 224,187
barrels per day in 1992. Worldwide natural gas production was 887,309 Mcf per
day in 1993 compared with 924,961 Mcf per day in 1992.

At December 31, 1993, the Corporation has 670 million barrels of proved
crude oil and natural gas liquids reserves compared with 652 million barrels at
the end of 1992. Proved natural gas reserves were 2,653 million Mcf at December
31, 1993 compared with 2,640 million Mcf at December 31, 1992. The Corporation
has an inventory of drillable prospects primarily in the United States, Canada
and the United Kingdom and Norwegian sectors of the North Sea.

UNITED STATES. The Corporation operates principally offshore in the Gulf
of Mexico and onshore in the states of Texas, Louisiana and North Dakota. During
1993, 33% of the Corporation's crude oil and natural gas liquids production and
57% of its natural gas production were from United States operations.

The table below sets forth the Corporation's average daily net production
by area in the United States:

1993 1992
------- -------

CRUDE OIL, INCLUDING CONDENSATE AND
NATURAL GAS LIQUIDS (BARRELS PER DAY)
Texas........................................................ 27,573 28,183
Gulf of Mexico............................................... 15,389 15,924
North Dakota................................................. 13,699 13,487
Alaska....................................................... 4,341 5,016
Louisiana.................................................... 2,546 2,507
Other........................................................ 8,423 8,463
------- -------
Total................................................ 71,971 73,580
------- -------
------- -------
NATURAL GAS (MCF PER DAY)
Gulf of Mexico............................................... 283,340 369,063
Louisiana.................................................... 54,848 44,699
North Dakota................................................. 47,617 39,259
Texas........................................................ 47,508 56,950
California................................................... 19,744 45,884
Other........................................................ 49,402 45,969
------- -------
Total................................................ 502,459 601,824
------- -------
------- -------

CANADA. The Corporation, through its wholly-owned Canadian subsidiary,
Amerada Hess Canada Ltd., conducts operations in the Provinces of Alberta and
British Columbia. The Corporation's crude oil and natural gas liquids production
in Canada amounted to 13,492 net barrels per day in 1993 compared to 13,509 net
barrels per day in 1992, and its natural gas production increased to 167,839 net
Mcf per day in 1993 from 137,680 net Mcf per day in 1992.

1
3

UNITED KINGDOM. The Corporation's activities in the United Kingdom are
conducted by its wholly-owned British subsidiary, Amerada Hess Limited. During
1993, 39% of the Corporation's crude oil and natural gas liquids production and
21% of its natural gas production were from United Kingdom operations.

The table below sets forth the Corporation's average daily net production
in the United Kingdom by field and the Corporation's interest in each at
December 31, 1993:

PRODUCING FIELD INTEREST 1993 1992
------------------ ---------- ------ ------

CRUDE OIL, INCLUDING CONDENSATE AND
NATURAL GAS LIQUIDS (BARRELS PER DAY)
Ivanhoe/Rob Roy........................ 42.08% 27,343 27,452
Beryl/Ness............................. 20.00 20,478 20,595
Scott.................................. 35.27 10,690 --
Arbroath/Montrose...................... 28.21 9,679 10,556
Hudson................................. 28.46 4,714 --
Angus.................................. 93.92 4,178 23,053
Other.................................. Various 6,720 6,077
------- -------
Total............................. 83,802 87,733
------- -------
------- -------
NATURAL GAS (MCF PER DAY)
Leman.................................. 21.74% 48,523 53,777
Indefatigable.......................... 23.08 38,836 55,347
Beryl/Ness............................. 20.00 46,219 14,484
Everest/Lomond......................... 18.67%/16.67% 18,596 --
Anglia................................. 29.29 15,962 11,112
Amethyst............................... 6.49 9,615 8,962
Ivanhoe/Rob Roy........................ 42.08 6,701 8,575
Other.................................. Various 3,572 1,342
------- -------
Total............................. 188,024 153,599
------- -------
------- -------

Crude oil production commenced from the Scott and Hudson Fields in the
third quarter of 1993. Natural gas production commenced from the Everest and
Lomond Fields in mid-1993. The Angus Field ceased production in June 1993.

NORWAY. The Corporation's activities in Norway are conducted through its
wholly-owned Norwegian subsidiary, Amerada Hess Norge A/S. The Corporation's
Norwegian operations accounted for crude oil and natural gas liquids production
of 27,820 and 31,305 net barrels per day in 1993 and 1992, respectively.
Approximately 60% of this production is from the Corporation's 28.09% interest
in the Valhall Field.

GABON. The Corporation has a 5.5% interest in the Rabi Kounga oil field
onshore Gabon. The Corporation's share of production from Gabon averaged 8,136
and 6,660 net barrels of crude oil per day in 1993 and 1992, respectively.

REFINING AND MARKETING

The Corporation's refining facilities are located in St. Croix, United
States Virgin Islands and Port Reading, New Jersey. The Purvis refinery operated
throughout 1993 but was mothballed in early 1994. Total crude runs in 1993
averaged 351,000 barrels per day. Approximately 12% of the Corporation's crude
runs was supplied from the Corporation's production directly, or indirectly
under exchange arrangements with other producers. The balance comes from various
suppliers under contracts of one year or less and through spot purchases on the
open market. Approximately 85% of the petroleum products marketed in 1993 was
obtained from the Corporation's refineries. The Corporation purchased the
balance from other companies under short-term supply contracts and by spot
purchases from various sources. Sales of refined products averaged 386,000
barrels per day in 1993 compared with 377,000 barrels per day in 1992.

HESS OIL VIRGIN ISLANDS REFINERY. The Corporation owns and operates a
petroleum refinery in St. Croix, United States Virgin Islands through its
wholly-owned subsidiary, Hess Oil Virgin Islands Corp. ("HOVIC").

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4

In 1993, refined products produced were approximately 50% gasoline and
distillates, 20% refinery feedstocks and the remainder principally residual fuel
oil. In addition to crude distillation capacity, the refinery has a fluid
catalytic cracking unit which commenced production in the fourth quarter of 1993
and has increased gasoline production. The refinery also has catalytic reforming
units, vacuum distillation capacity, visbreakers, a sulfolane unit, a penex
unit, distillate desulfurizers, vacuum gas oil desulfurizers and sulfur recovery
facilities. The refinery has approximately 30 million barrels of storage
capacity.

The refinery has the capability to process a variety of crude oils,
including high-sulfur crudes. The refinery has a 60-foot-deep harbor and docking
facilities for ten ocean-going tankers at one time. The refinery's harbor
accommodates very large crude carriers after a portion of their crude oil cargo
is lightered at the Corporation's storage and transshipment facility in Saint
Lucia, which has a 90-foot-deep harbor. The Saint Lucia facility has
approximately 10 million barrels of storage capacity.

PORT READING FACILITY. The Corporation owns and operates a fluid catalytic
cracking facility in Port Reading, New Jersey, which processes vacuum gas oil
and operated at the rate of approximately 50,000 barrels per day in 1993. The
Port Reading facility primarily produces gasoline and heating oil.

PURVIS REFINERY. In early 1994, the Corporation mothballed its 30,000
barrel per day Purvis, Mississippi refinery.

MARKETING. The Corporation markets refined petroleum products principally
on the East and Gulf Coasts of the United States to public utilities, industrial
and commercial users, governmental agencies, wholesale distributors, commercial
airlines and the motoring public.

At December 31, 1993, the Corporation has 535 HESS(R) gasoline stations of
which approximately 83% are operated by the Corporation. Most of the
Corporation's stations are concentrated in highly-populated, urban areas,
principally in New York, New Jersey and Florida. 147 of the Corporation's
stations have HESS MART(R) convenience stores. The Corporation owns in fee
approximately 75% of the properties on which its stations are located. The
Corporation also has 44 terminals located throughout its marketing area, with
aggregate storage capacity of approximately 46 million barrels.

COMPETITION AND MARKET CONDITIONS

The petroleum industry is highly competitive. The Corporation encounters
competition from numerous companies in each of its activities, particularly in
acquiring rights to explore for crude oil and natural gas and in the purchasing
and marketing of petroleum products. Many competitors are larger and have
substantially greater resources than the Corporation. The Corporation is also in
competition with producers and marketers of other forms of energy.

The petroleum business involves large-scale capital expenditures and
risk-taking. In the search for new oil and gas reserves, long lead times are
often required from successful exploration to subsequent production. Operations
in the petroleum industry depend on a depleting natural resource. The number of
areas where it can be expected that hydrocarbons will be discovered in
commercial quantities is constantly diminishing and exploration risks are high.
Areas where hydrocarbons may be found are often in remote locations or in
offshore water where exploration and development activities are capital
intensive and operating costs are high. In addition, low crude oil prices have
reduced the number of areas from which hydrocarbons can be economically
produced.

The major foreign oil producing countries, including the Organization of
Petroleum Exporting Countries ("OPEC"), exert considerable influence over the
supply and price of crude oil and refined petroleum products. Their ability or
inability to agree on a common policy on rates of production, oil prices, and
other matters has a significant impact on the oil market and the Corporation. In
recent years, the futures markets have become increasingly important in
influencing the prices of crude oil, natural gas and petroleum products. The
Corporation cannot predict the extent to which future market conditions may be
affected by OPEC, the futures markets or other external influences.

Market conditions continue to affect the Corporation's earnings. The
Corporation's refining and marketing results were affected in 1993 by weak
refining margins caused, in part, by product prices falling

3
5

faster than crude oil costs. Residual fuel oil prices continued to be weak
because of oversupply and competition from other forms of energy. Results of
refining and marketing operations will be negatively affected in the future if
conditions comparable to those prevailing in 1993 continue.

The Corporation's exploration and production operations were profitable in
1993, but are impacted by volatility in the selling prices of crude oil and
natural gas. The low worldwide crude oil selling prices which existed in 1993
have continued in the early part of 1994. The balance between supply and demand
for natural gas in the United States improved in 1993 and the selling price
increased; however, there is no assurance that these conditions will continue.

OTHER ITEMS

The Corporation's operations may be affected by federal, state, local,
territorial and foreign laws and regulations relating to tax increases and
retroactive tax claims, expropriation of property, cancellation of contract
rights, and changes in import regulations, as well as other political
developments. The Corporation has been affected by certain of these events in
various countries in which it operates. The Corporation markets motor fuels
through lessee-dealers and wholesalers in certain states where legislation
prohibits producers or refiners of crude oil from directly engaging in retail
marketing of motor fuels. Similar legislation is periodically proposed in
Congress and in various other states. The Corporation, at this time, cannot
predict the effect of any of the foregoing on its future operations.

Compliance with the various environmental and pollution control regulations
imposed by federal, state and local governments is not expected to have a
materially adverse effect on the Corporation's earnings and competitive position
within the industry. However, the cost of such compliance has been increasing in
recent years and is expected to increase in the future. Capital expenditures for
facilities, primarily to comply with federal, state and local environmental
standards, were $28 million in 1993 and the Corporation anticipates comparable
capital expenditures in 1994. These amounts do not include capital expenditures
incurred in connection with the upgrading of the Corporation's St. Croix
refinery to produce gasolines required under the 1990 amendments to the Clean
Air Act. In addition, the Corporation expended $14 million in 1993 for
environmental remediation, with at least a comparable amount anticipated for
1994.

The number of persons employed by the Corporation averaged 10,173 in 1993
and 10,263 in 1992.

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6

Additional operating and financial information relating to the business and
properties of the Corporation appears on pages 9 and 10 under the heading
"United States Exploration and Production," on pages 13, 14 and 17 under the
heading "International Exploration and Production," on pages 19 and 20 under the
heading "Refining and Marketing," on pages 23 through 27 under the heading
"Financial Review" and on pages 28 through 53 of the accompanying 1993 Annual
Report to Stockholders, which information is incorporated herein by reference.*
- --------------------------------------------------------------------------------

* Except as to information specifically incorporated herein by reference under
Items 1, 2, 5, 6, 7 and 8, no other information or data appearing in the 1993
Annual Report to Stockholders is deemed to be filed with the Securities and
Exchange Commission (SEC) as part of this Annual Report on Form 10-K, or
otherwise subject to the SEC's regulations or the liabilities of Section 18 of
the Securities and Exchange Act of 1934, as amended.

ITEM 2. PROPERTIES

Reference is made to Item 1 and the operating and financial information
relating to the business and properties of the Corporation, which is
incorporated in Item 1 by reference.

Additional information relating to the Corporation's oil and gas operations
follows.

1. OIL AND GAS RESERVES

The Corporation's net proved oil and gas reserves at the end of 1993, 1992
and 1991 are presented under Supplementary Oil and Gas Data in the accompanying
1993 Annual Report to Stockholders, which has been incorporated herein by
reference.

During 1993, the Corporation provided oil and gas reserve estimates for
1992 to the Department of Energy. Such estimates are compatible with the
information furnished to the SEC on Form 10-K, although not necessarily directly
comparable due to the requirements of the individual requests. There were no
differences in excess of 5%.

The Corporation has no long-term contracts or agreements to supply fixed
quantities of its crude oil production. Approximately 80% of the Corporation's
1993 natural gas production was sold under long-term contracts to various
purchasers. Contractual commitments in 1994 (which are expected to be comparable
to 1993) will be filled from the Corporation's production and from contractual
purchases.

2. AVERAGE SELLING PRICES AND AVERAGE PRODUCTION COSTS

1993 1992 1991
- ----------------------------------------------------------------------------------

Average selling prices (Note A)
Crude oil, including condensate and natural
gas liquids (per barrel)
United States.......................... $ 17.40 $ 17.94 $ 22.59
Canada................................. 16.30 17.05 18.21
Europe................................. 17.04 19.79 19.85
Other areas............................ 16.41 18.70 18.18
Average................................ 17.05 18.92 20.54
Natural gas (per Mcf)
United States.......................... $ 2.06 $ 1.69 $ 1.62
Canada................................. 1.43 1.24 1.22
Europe................................. 1.83 1.83 1.71
Average................................ 1.87 1.66 1.59
- -----------------------------------------------------------------------------------

Note A: Includes inter-company transfers valued at approximate market
prices and the effect of the Corporation's forward sales activities.

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7

1993 1992 1991
- ----------------------------------------------------------------------------------

Average production (lifting) costs per barrel of
production (Note B)
United States.......................... $ 4.06 $ 3.43 $ 3.61
Canada................................. 3.21 3.61 4.35
Europe................................. 4.89 6.03 5.54
Other areas............................ 4.15 4.01 4.40
Average................................ 4.31 4.51 4.39
- ----------------------------------------------------------------------------------

Note B: Production (lifting) costs consist of amounts incurred to operate
and maintain the Corporation's producing oil and gas wells and related equipment
and facilities, including severance and other related production taxes. The
average production (lifting) costs per barrel of production reflect the crude
oil equivalent of natural gas production converted on the basis of relative
energy content.

The foregoing tabulation does not include substantial costs and charges
applicable to finding and developing proved oil and gas reserves, nor does it
reflect significant outlays for related general and administrative expenses,
interest expense and income taxes.

3. GROSS AND NET DEVELOPED ACREAGE AND PRODUCTIVE WELLS AT DECEMBER 31, 1993

DEVELOPED
ACREAGE PRODUCTIVE WELLS (NOTE A)
APPLICABLE TO -------------------------------------
PRODUCTIVE WELLS OIL GAS
(IN THOUSANDS) ----------------- ----------------
- ------------------------------------------------------------------------------------------------
GROSS NET GROSS NET GROSS NET
------ ------ ------- ------ ------ ------

United States...................... 3,095 713 14,506 1,673 1,964 763
Canada............................. 779 392 1,914 465 1,003 325
Europe............................. 470 90 348 36 133 27
Other areas........................ 91 24 125 15 -- --
------ ------ ------- ------ ------ ------
Total.................... 4,435 1,219 16,893 2,189 3,100 1,115
------ ------ ------- ------ ------ ------
------ ------ ------- ------ ------ ------
- ------------------------------------------------------------------------------------------------

Note A: Includes multiple completion wells (wells producing from different
formations in the same bore hole) totaling 290 gross wells and 155 net wells.

4. GROSS AND NET UNDEVELOPED ACREAGE AT DECEMBER 31, 1993

UNDEVELOPED
ACREAGE
(IN THOUSANDS)
-----------------
GROSS NET
- --------------------------------------------------------------------------------

United States................................ 2,766 1,854
Canada....................................... 1,557 788
Europe....................................... 6,712 1,858
Other areas.................................. 6,694 1,664
------- ------
Total.............................. 17,729 6,164
------- ------
------- ------
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6
8

5. NUMBER OF NET EXPLORATORY AND DEVELOPMENT WELLS DRILLED

NET EXPLORATORY WELLS NET DEVELOPMENT WELLS
---------------------- ----------------------
1993 1992 1991 1993 1992 1991
- ----------------------------------------------------------------------------------------

Productive wells
United States................. 25 12 31 43 25 31
Canada........................ 9 1 4 10 7 9
Europe (Note A)............... 6 Nil Nil 3 7 10
Other areas................... Nil - - 1 1 1
---- ---- ---- ---- ---- ----
Total.................... 40 13 35 57 40 51
---- ---- ---- ---- ---- ----
Dry holes
United States................. 23 16 19 1 - 2
Canada........................ 10 5 10 2 Nil Nil
Europe........................ 1 1 4 - - -
Other areas................... - Nil 1 - - -
---- ---- ---- ---- ---- ----
Total.................... 34 22 34 3 Nil 2
---- ---- ---- ---- ---- ----
Total.............................. 74 35 69 60 40 53
---- ---- ---- ---- ---- ----
---- ---- ---- ---- ---- ----
- ----------------------------------------------------------------------------------------

Note A: Excludes 1 exploratory well in 1992 and 4 in 1991 which have
encountered hydrocarbons, but are not expected to be used for production.

6. NUMBER OF WELLS IN PROCESS OF DRILLING AT DECEMBER 31, 1993

GROSS NET
WELLS WELLS
- --------------------------------------------------------------------------------

United States.................................... 34 10
Canada........................................... 8 5
Europe........................................... 8 1
Other areas...................................... 1 Nil
----- -----
Total.................................. 51 16
----- -----
----- -----
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7. NUMBER OF WATERFLOODS AND PRESSURE MAINTENANCE PROJECTS IN PROCESS OF
INSTALLATION AT
DECEMBER 31, 1993 -- FIVE (ONE NET) -- UNITED STATES

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ITEM 3. LEGAL PROCEEDINGS

On September 29, 1992, Region II of the United States Environmental
Protection Agency ("EPA") commenced an administrative proceeding under Section
113(d) of the Federal Clean Air Act against Amerada Hess (Port Reading)
Corporation, a wholly-owned subsidiary of the Registrant, alleging violations of
Sections 111 and 114 of the Federal Clean Air Act arising out of this
subsidiary's alleged failure to comply with certain monitoring and reporting
obligations under regulations relating to new source performance standards. The
proceeding seeks penalties totaling approximately $198,000 for the alleged
violations. The Registrant's subsidiary is actively engaged in settlement
discussions with the EPA but is also prepared to vigorously defend this action.

The Registrant is currently the subject of an investigation by United
States Attorneys for federal judicial districts in New Jersey and the U.S.
Virgin Islands and by the EPA with respect to possible violations of federal
environmental and other laws and regulations in connection with hazardous waste
handling at the HOVIC refinery. The investigation apparently focuses on whether
or not certain spent catalyst generated at the HOVIC refinery should have been
managed as a hazardous waste under the Resource Conservation and Recovery Act.
It is not possible at this time for Registrant to state what the outcome of the
investigation will

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be, or, if any proceedings arising out of the investigation were to be commenced
against the Registrant or HOVIC, what claims would be asserted or what relief
would be sought.

On April 27, 1993, the Texas Natural Resource Conservation Commission
("TNRCC", then known as the Texas Water Commission) notified the Registrant of
alleged violation of the Texas Water Code as a result of alleged discharges of
hydrocarbon compounds into the groundwater in the vicinity of the Registrant's
terminal in Corpus Christi, Texas. Penalties provided for these violations
include administrative penalties not to exceed $10,000 per day. The Registrant
has undertaken a groundwater assessment and an interim correction measures
program and is formulating other appropriate responses to these allegations. The
Registrant expects to enter into an agreed order with the TNRCC that will
address any remediation of the soil or groundwater that may be required. The
TNRCC has not proposed a penalty amount to be assessed in conjunction with the
issuance of such an order. Management does not currently expect that the outcome
of this proceeding will have a material adverse effect on the financial
condition of the Corporation.

The Corporation periodically receives notices from the EPA that the
Corporation is a "potentially responsible party" under the Superfund legislation
with respect to various waste disposal sites. Under this legislation, all
potentially responsible parties are jointly and severally liable. For certain
sites, EPA's claims or assertions of liability against the Corporation relating
to these sites have not been fully developed. With respect to the remaining
sites, EPA's claims have been settled, or a proposed settlement is under
consideration, in all cases for amounts which are not material. The ultimate
impact of these proceedings, and of any related proceedings by private parties,
on the business or accounts of the Corporation cannot be predicted at this time
due to the large number of other potentially responsible parties and the
speculative nature of clean-up cost estimates, but is not expected to be
material.

The Corporation is from time to time involved in other judicial and
administrative proceedings, including proceedings relating to other
environmental matters. Although the ultimate outcome of these proceedings cannot
be ascertained at this time and some of them may be resolved adversely to the
Corporation, no such proceeding is required to be disclosed under applicable
rules of the Securities and Exchange Commission. In management's opinion, based
upon currently known facts and circumstances, such proceedings in the aggregate
will not have a material adverse effect on the financial condition of the
Corporation.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of 1993, no matter was submitted to a vote of
security holders through the solicitation of proxies or otherwise.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table presents information as of January 15, 1994 regarding
executive officers of the Registrant:

YEAR
INDIVIDUAL
BECAME AN
EXECUTIVE
NAME AGE OFFICE HELD* OFFICER
--------------------------------------------------------------------------------------------

Leon Hess............... 79 Chairman of the Board, Chief Executive 1969
Officer and Director
Robert F. Wright........ 68 President, Chief Operating Officer and 1971
Director
John B. Hess............ 39 Senior Executive Vice President and Director 1983
H. W. McCollum.......... 79 Chairman of the Finance Committee and 1969
Director
J. Barclay Collins II... 49 Executive Vice President, General Counsel and 1986
Director
W. S. H. Laidlaw........ 38 Executive Vice President of the Corporation 1986
and Managing Director, Amerada Hess Limited
John Y. Schreyer........ 54 Executive Vice President, Chief Financial 1990
Officer and Director
Alan A. Bernstein....... 49 Senior Vice President 1987
Marco B. Bianchi........ 54 Senior Vice President and Director 1986
James F. Cassidy........ 66 Senior Vice President 1992
F. Lamar Clark.......... 60 Senior Vice President 1990
Neal Gelfand............ 49 Senior Vice President 1980
Charles H. Norz......... 56 Senior Vice President 1982
Benedict J. O'Bryan..... 56 Senior Vice President 1991
Rene L. Sagebien........ 53 Senior Vice President 1990
Andrew A. Zizinia....... 63 Senior Vice President 1991
Gerald A. Jamin......... 52 Treasurer 1985
- -------------------------------------------------------------------------------------------

* All officers referred to herein hold office in accordance with the
By-Laws until the first meeting of the Directors following the annual meeting of
stockholders of the Registrant, and until their successors shall have been duly
chosen and qualified. Each of said officers was elected to the office set forth
opposite his name on May 5, 1993. The first meeting of Directors following the
next annual meeting of stockholders of the Registrant is scheduled to be held
May 4, 1994.

Except for Mr. Schreyer, each of the above officers has been employed by
the Registrant in various managerial and executive capacities for more than five
years. Prior to his employment with the Company in July 1990, Mr. Schreyer was a
partner with the accounting firm of Ernst & Young.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS

Information pertaining to the market for the Registrant's Common Stock,
high and low sales prices of the Common Stock in 1993 and 1992, dividend
payments and restrictions thereon and the number of holders of Common Stock is
presented on page 27 (Financial Review), page 35 (Long-Term Debt) and on page 50
(Ten-Year Summary of Financial Data) of the accompanying 1993 Annual Report to
Stockholders, which has been incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

A Ten-Year Summary of Financial Data is presented on pages 48 through 51 of
the accompanying 1993 Annual Report to Stockholders, which has been incorporated
herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information required by this item is presented on pages 23 through 27
of the accompanying 1993 Annual Report to Stockholders, which has been
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements, including the Report of Ernst &
Young, Independent Auditors, the Supplementary Oil and Gas Data (unaudited) and
the Quarterly Financial Data (unaudited) are presented on pages 27 through 47 of
the accompanying 1993 Annual Report to Stockholders, which has been incorporated
herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.
------------------------

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information relating to Directors is incorporated herein by reference to
"Election of Directors" from the Registrant's definitive proxy statement for the
annual meeting of stockholders to be held on May 4, 1994.

Information regarding executive officers is included in Part I hereof.

ITEM 11. EXECUTIVE COMPENSATION

Information relating to executive compensation is incorporated herein by
reference to "Election of Directors-Executive Compensation and Other
Information", other than information under "Compensation Committee Report on
Executive Compensation" and "Performance Graph" included therein, from the
Registrant's definitive proxy statement for the annual meeting of stockholders
to be held on May 4, 1994.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information pertaining to security ownership of certain beneficial owners
and management is incorporated herein by reference to "Election of
Directors-Ownership of Voting Securities by Certain Beneficial Owners" and
"Election of Directors-Ownership of Equity Securities by Management" from the
Registrant's definitive proxy statement for the annual meeting of stockholders
to be held on May 4, 1994.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information relating to this item is incorporated herein by reference to
"Election of Directors" from the Registrant's definitive proxy statement for the
annual meeting of stockholders to be held on May 4, 1994.

------------------------

10
12

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A) 1. AND 2. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

The financial statements and schedules filed as part of this Annual
Report on Form 10-K are listed in the accompanying index to financial
statements and schedules.

3. EXHIBITS

3(1) -Restated Certificate of Incorporation of Registrant incorporated by
reference to Exhibit 19 of Form 10-Q of Registrant for the three
months ended September 30, 1988.
3(2) -By-Laws of Registrant incorporated by reference to Exhibit 3(2) of
Form 10-K of Registrant for the fiscal year ended December 31,
1985.
4(1) -Note and Warrant Purchase Agreement, dated June 27, 1991 (including
the form of the Common Stock Purchase Warrant expiring June 27,
2001, included as Exhibit B thereof) incorporated by reference to
Exhibit 4 of Form 10-Q of Registrant for the three months ended
June 30, 1991.
4(2) -Amendment, dated as of May 15, 1992 to the Note and Warrant
Purchase Agreement, dated June 27, 1991 (including the form of the
common stock purchase warrant expiring June 27, 2001, included as
Exhibit B thereof), incorporated by reference to Exhibit 19 of
Form 10-Q of Registrant for the three months ended June 30, 1992.
-Other instruments defining the rights of holders of long-term debt
of Registrant and its consolidated subsidiaries are not being
filed since the total amount of securities authorized under each
such instrument does not exceed 10 percent of the total assets of
Registrant and its subsidiaries on a consolidated basis.
Registrant agrees to furnish to the Commission a copy of any
instruments defining the rights of holders of long-term debt of
Registrant and its subsidiaries upon request.
10(1) -Extension and Amendment Agreement between the Government of the
Virgin Islands and Hess Oil Virgin Islands Corp. incorporated by
reference to Exhibit 10(4) of Form 10-Q of Registrant for the
three months ended June 30, 1981.
10(2) -Restated Second Extension and Amendment Agreement dated July 27,
1990 between Hess Oil Virgin Islands Corp. and the Government of
the Virgin Islands incorporated by reference to Exhibit 19 of Form
10-Q of Registrant for the three months ended September 30, 1990.
10(3) -Technical Clarifying Amendment dated as of November 17, 1993 to
Restated Second Extension and Amendment Agreement between the
Government of the Virgin Islands and Hess Oil Virgin Islands Corp.
10(4)* -Incentive Compensation Award Plan for Key Employees of Amerada Hess
Corporation and its subsidiaries incorporated by reference to
Exhibit 10(2) of Form 10-K of Registrant for the fiscal year ended
December 31, 1980.
10(5)* -Financial Counseling Program description incorporated by reference
to Exhibit 10(3) of Form 10-K of Registrant for the fiscal year
ended December 31, 1980.

11
13

3. EXHIBITS (continued)

10(6)* -Executive Long-Term Incentive Compensation and Stock Ownership Plan
of Registrant dated June 3, 1981 incorporated by reference to
Exhibit 10(5) of Form 10-Q of Registrant for the three months
ended June 30, 1981.
10(7)* -Amendment dated as of December 5, 1990 to the Executive Long-Term
Incentive Compensation and Stock Ownership Plan of Registrant
incorporated by reference to Exhibit 10(9) of Form 10-K of
Registrant for the fiscal year ended December 31, 1990.
10(8)* -Amerada Hess Corporation Pension Restoration Plan dated January 19,
1990 incorporated by reference to Exhibit 10(9) of Form 10-K of
Registrant for the fiscal year ended December 31, 1989.
10(9)* -Letter Agreement dated August 8, 1990 between Registrant and Mr.
John Y. Schreyer relating to Mr. Schreyer's participation in the
Amerada Hess Corporation Pension Restoration Plan incorporated by
reference to Exhibit 10(11) of Form 10-K of Registrant for the
fiscal year ended December 31, 1991.
13 -1993 Annual Report to Stockholders of Registrant.
21 -Subsidiaries of Registrant.
23 -Consent of Ernst & Young, Independent Auditors, dated March 24,
1994, to the incorporation by reference in Registrant's
Registration Statement on Form S-8 (No. 33-39816) of its report
relating to Registrant's financial statements and schedules, which
consent appears on page F-2 herein.
- --------------------------------------------------------------------------------

* These exhibits relate to executive compensation plans and arrangements.

(B) REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the last quarter of Registrant's
fiscal year ended December 31, 1993.

12
14

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ON THE 24TH DAY OF
MARCH 1994.

AMERADA HESS CORPORATION
(REGISTRANT)

By /s/ JOHN Y. SCHREYER
............................
(JOHN Y. SCHREYER)
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE
- ----------------------------------------------------------------------------------------------

Director, Chairman of
the Board and
Chief Executive Officer
/s/ LEON HESS (Principal Executive Officer) March 24, 1994
...................................
(LEON HESS)

Director, President and Chief
/s/ ROBERT F. WRIGHT Operating Officer March 24, 1994
...................................
(ROBERT F. WRIGHT)

/s/ MARCO B. BIANCHI Director March 24, 1994
...................................
(MARCO B. BIANCHI)

/s/ J. BARCLAY COLLINS II Director March 24, 1994
...................................
(J. BARCLAY COLLINS II)

Director March , 1994
...................................
(BERNARD T. DEVERIN)

/s/ PETER S. HADLEY Director March 24, 1994
...................................
(PETER S. HADLEY)

/s/ JOHN B. HESS Director March 24, 1994
...................................
(JOHN B. HESS)

/s/ EDITH E. HOLIDAY Director March 24, 1994
...................................
(EDITH E. HOLIDAY)

/s/ THOMAS H. KEAN Director March 24, 1994
...................................
(THOMAS H. KEAN)

Director March , 1994
...................................
(C. C. F. LAIDLAW)

/s/ H. W. MCCOLLUM Director March 24, 1994
...................................
(H. W. MCCOLLUM)

/s/ ROGER B. ORESMAN Director March 24, 1994
...................................
(ROGER B. ORESMAN)

13
15

SIGNATURE TITLE DATE
- ----------------------------------------------------------------------------------------------

/s/ WILLIAM A. POGUE Director March 24, 1994
...................................
(WILLIAM A. POGUE)

Director March , 1994
...................................
(WILLIAM S. RENCHARD)
Director, Executive Vice
President
and Chief Financial Officer
(Principal Accounting and
/s/ JOHN Y. SCHREYER Financial Officer) March 24, 1994
...................................
(JOHN Y. SCHREYER)

/s/ RICHARD B. SELLARS Director March 24, 1994
...................................
(RICHARD B. SELLARS)

/s/ WILLIAM I. SPENCER Director March 24, 1994
...................................
(WILLIAM I. SPENCER)
- ----------------------------------------------------------------------------------------------

14
16

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

PAGE
NUMBER
- -----------------------------------------------------------------------------------------

Consolidated Balance Sheet at December 31, 1993 and 1992......................... *
Statement of Consolidated Income for each of the three years in the period ended
December 31, 1993.............................................................. *
Statement of Consolidated Retained Earnings for each of the three years in the
period ended December 31, 1993................................................. *
Statement of Consolidated Cash Flows for each of the three years in the period
ended December 31, 1993........................................................ *
Statement of Consolidated Changes in Common Stock and Capital in Excess of Par
Value for each of the three years in the period ended December 31, 1993........ *
Notes to Consolidated Financial Statements....................................... *
Report of Ernst & Young, Independent Auditors.................................... *
Quarterly Financial Data......................................................... *
Supplementary Oil and Gas Data................................................... *
Consent of Independent Auditors.................................................. F-2
Schedules**
V-Property, Plant and Equipment.......................................... F-3
VI-Accumulated Depreciation, Depletion, Amortization and Impairment of
Property, Plant and Equipment........................................ F-4
IX-Short-Term Borrowings.................................................. F-5
X-Supplementary Income Statement Information............................. F-6
- ----------------------------------------------------------------------------------------

* The financial statements and notes thereto together with the Report of
Ernst & Young, Independent Auditors, on pages 28 through 42, the Quarterly
Financial Data (unaudited) on page 27, and the Supplementary Oil and Gas Data
(unaudited) on pages 43 through 47 of the accompanying 1993 Annual Report to
Stockholders are incorporated herein by reference.

** Schedules other than those listed above have been omitted because of the
absence of the conditions under which they are required or because the required
information is presented in the financial statements or the notes thereto.

F-1
17

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Annual Report (Form
10-K) of Amerada Hess Corporation of our report dated February 14, 1994,
included in the 1993 Annual Report to Stockholders of Amerada Hess Corporation.

Our audits also included the consolidated financial statement schedules of
Amerada Hess Corporation listed in Item 14(a). These schedules are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion based on our audits. In our opinion, the consolidated financial
statement schedules referred to above, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.

We also consent to the incorporation by reference in the Registration
Statement (Form S-8, No. 33-39816) pertaining to the Amerada Hess Corporation
Employees' Savings and Stock Bonus Plan, of our report dated February 14, 1994,
with respect to the consolidated financial statements incorporated herein by
reference, and of our report included in the preceding paragraph with respect to
the consolidated financial statement schedules included in this Annual Report
(Form 10-K) of Amerada Hess Corporation.

/s/ ERNST & YOUNG

ERNST & YOUNG
New York, N.Y.
March 24, 1994

F-2
18

SCHEDULE V

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

PROPERTY, PLANT AND EQUIPMENT

FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

(IN THOUSANDS)

OTHER
CHANGES --
BALANCE ADDITIONS SALES AND ADD BALANCE
CLASSIFICATION JANUARY 1 AT COST RETIREMENTS (DEDUCT)(A) DECEMBER 31
- ---------------------------------------------------------------------------------------------------------------

1993
Exploration and
production................ $ 9,071,396 $ 754,876 $ 446,169 $(152,166)(b) $ 9,227,937
Refining.................... 2,483,357 558,637 47,304 191 2,994,881
Marketing................... 811,601 32,908 5,047 331 839,793
Transportation.............. 685,067 1,180 406 (23) 685,818
Other....................... 39,344 440 11 (962) 38,811
----------- ---------- ----------- ----------- -----------
$13,090,765 $1,348,041 $ 498,937 $(152,629) $13,787,240
----------- ---------- ----------- ----------- -----------
----------- ---------- ----------- ----------- -----------
1992
Exploration and
production................ $ 9,174,705 $ 915,476 $ 295,705 $(723,080)(b)(c) $ 9,071,396
Refining.................... 1,837,967 615,296 3,994 34,088 2,483,357
Marketing................... 794,059 24,069 5,091 (1,436) 811,601
Transportation.............. 684,791 1,540 1,089 (175) 685,067
Other....................... 38,310 1,413 30 (349) 39,344
----------- ---------- ----------- ----------- -----------
$12,529,832 $1,557,794 $ 305,909 $(690,952) $13,090,765
----------- ---------- ----------- ----------- -----------
----------- ---------- ----------- ----------- -----------
1991
Exploration and
production................ $ 8,210,531 $1,292,935 $ 280,691 $ (48,070)(b) $ 9,174,705
Refining.................... 1,491,025 347,452 678 168 1,837,967
Marketing................... 738,975 63,193 6,398 (1,711) 794,059
Transportation.............. 682,216 5,404 2,804 (25) 684,791
Other....................... 35,236 3,331 649 392 38,310
----------- ---------- ----------- ----------- -----------
$11,157,983 $1,712,315 $ 291,220 $ (49,246) $12,529,832
----------- ---------- ----------- ----------- -----------
----------- ---------- ----------- ----------- -----------

- --------------------------------------------------------------------------------

(a) Includes cost basis adjustments and transfers to and from other accounts.

(b) Reflects decreases of $134,869 in 1993, $884,254 in 1992 and $27,696 in
1991, resulting from foreign currency translation adjustments under FAS No.
52 (see Notes 1 and 7 to the consolidated financial statements contained in
the accompanying 1993 Annual Report to Stockholders).

The methods of computing depreciation, depletion and amortization are
described in Note 1 to the consolidated financial statements of the accompanying
1993 Annual Report to Stockholders.

F-3
19

SCHEDULE VI

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

ACCUMULATED DEPRECIATION, DEPLETION, AMORTIZATION
AND IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT

FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

(IN THOUSANDS)

ADDITIONS OTHER
CHARGED CHANGES --
BALANCE TO COSTS SALES AND ADD BALANCE
DESCRIPTION JANUARY 1 AND EXPENSES RETIREMENTS (DEDUCT)(A) DECEMBER 31
- ------------------------------------------------------------------------------------------------------------------

1993
Exploration and production... $4,938,833 $694,330 $ 283,275 $ (84,401)(b) $5,265,487
Refining..................... 873,275 78,492 47,038 160 904,889
Marketing.................... 425,655 35,015 3,716 265 457,219
Transportation............... 377,173 15,035 371 (11) 391,826
Other........................ 31,865 1,779 11 (726) 32,907
---------- ------------ ----------- ------------- -----------
$6,646,801 $824,651 $ 334,411 $ (84,713) $7,052,328
---------- ------------ ----------- ------------- -----------
---------- ------------ ----------- ------------- -----------
1992
Exploration and production... $4,720,214 $736,445 $ 140,862 $(376,964)(b) $4,938,833
Refining..................... 823,595 53,425 3,781 36 873,275
Marketing.................... 391,417 37,311 2,656 (417) 425,655
Transportation............... 374,201 4,153 1,026 (155) 377,173
Other........................ 29,805 2,071 30 19 31,865
---------- ------------ ----------- ------------- -----------
$6,339,232 $833,405 $ 148,355 $(377,481) $6,646,801
---------- ------------ ----------- ------------- -----------
---------- ------------ ----------- ------------- -----------
1991
Exploration and production... $4,062,555 $733,230 $ 68,911 $ (6,660)(b) $4,720,214
Refining..................... 773,897 50,193 624 129 823,595
Marketing.................... 362,096 35,542 3,166 (3,055) 391,417
Transportation............... 369,564 7,476 2,814 (25) 374,201
Other........................ 26,287 2,324 541 1,735 29,805
---------- ------------ ----------- ------------- -----------
$5,594,399 $828,765 $ 76,056 $ (7,876) $6,339,232
---------- ------------ ----------- ------------- -----------
---------- ------------ ----------- ------------- -----------

- --------------------------------------------------------------------------------

(a) Includes cost basis adjustments and transfers to and from other accounts.

(b) Reflects decreases of $66,163 in 1993, $396,902 in 1992 and $23,791 in 1991,
resulting from foreign currency translation adjustments under FAS No. 52.

F-4
20

SCHEDULE IX

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

SHORT-TERM BORROWINGS

FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

(IN THOUSANDS OF DOLLARS)

MAXIMUM AVERAGE WEIGHTED
WEIGHTED AMOUNT AMOUNT AVERAGE
CATEGORY OF AVERAGE OUTSTANDING OUTSTANDING INTEREST RATE
AGGREGATE SHORT- BALANCE AT INTEREST DURING THE DURING THE DURING THE
TERM BORROWINGS (A) END OF PERIOD RATE PERIOD PERIOD (B) PERIOD (C)
- -----------------------------------------------------------------------------------------------------------------

1993
Notes payable to banks....... $ 117,900 3.8% $ 188,000 $ 28,292 3.7%
------------- ----------- -----------
------------- ----------- -----------
1992
Notes payable to banks....... $ -- -- $ 160,000 $ 18,290 5.2%
------------- ----------- -----------
------------- ----------- -----------
1991
Notes payable to banks....... $ 160,000 5.3% $ 345,000 $ 80,939 7.2%
------------- ----------- -----------
------------- ----------- -----------

- --------------------------------------------------------------------------------

(a) The short-term borrowings have varying terms some of which are payable
on demand and others at fixed terms with maturities of less than one
year.

(b) The average amount outstanding during the period is based on the
average daily outstanding short-term borrowings.

(c) The weighted average interest rates were determined by dividing total
interest expense by the related average daily outstanding short-term
borrowings.

F-5
21

SCHEDULE X

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES

SUPPLEMENTARY INCOME STATEMENT INFORMATION

FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

(IN THOUSANDS)

CHARGED TO COSTS AND EXPENSES
----------------------------------
ITEM 1993 1992 1991
- ---------------------------------------------------------------------------------------------

Maintenance and repairs................................ $297,404 $275,956 $301,001
-------- -------- --------
-------- -------- --------
Taxes, other than payroll and income taxes
Production and other taxes-oil and gas............. $ 26,580 $ 31,206 $ 31,924
Property taxes and other........................... 82,430 87,973 77,118
-------- -------- --------
Total..................................... $109,010 $119,179 $109,042
-------- -------- --------
-------- -------- --------
- ---------------------------------------------------------------------------------------------

F-6
22

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
---------- ------------------------------------------------------------

3(1) -- Restated Certificate of Incorporation of Registrant
incorporated by reference to Exhibit 19 of Form 10-Q of
Registrant for the three months ended September 30, 1988.
3(2) -- By-Laws of Registrant incorporated by reference to Exhibit
3(2) of Form 10-K of Registrant for the fiscal year ended
December 31, 1985.
4(1) -- Note and Warrant Purchase Agreement, dated June 27, 1991
(including the form of the Common Stock Purchase Warrant
expiring June 27, 2001, included as Exhibit B thereof)
incorporated by reference to Exhibit 4 of Form 10-Q of
Registrant for the three months ended June 30, 1991.
4(2) -- Amendment, dated as of May 15, 1992 to the Note and Warrant
Purchase Agreement, dated June 27, 1991 (including the form
of the common stock purchase warrant expiring June 27, 2001,
included as Exhibit B thereof), incorporated by reference to
Exhibit 19 of Form 10-Q of Registrant for the three months
ended June 30, 1992.
-- Other instruments defining the rights of holders of
long-term debt of Registrant and its consolidated
subsidiaries are not being filed since the total amount of
securities authorized under each such instrument does not
exceed 10 percent of the total assets of Registrant and its
subsidiaries on a consolidated basis. Registrant agrees to
furnish to the Commission a copy of any instruments defining
the rights of holders of long-term debt of Registrant and
its subsidiaries upon request.
10(1) -- Extension and Amendment Agreement between the Government of
the Virgin Islands and Hess Oil Virgin Islands Corp.
incorporated by reference to Exhibit 10(4) of Form 10-Q of
Registrant for the three months ended June 30, 1981.
10(2) -- Restated Second Extension and Amendment Agreement dated July
27, 1990 between Hess Oil Virgin Islands Corp. and the
Government of the Virgin Islands incorporated by reference
to Exhibit 19 of Form 10-Q of Registrant for the three
months ended September 30, 1990.
10(3) -- Technical Clarifying Amendment dated as of November 17, 1993
to Restated Second Extension and Amendment Agreement between
the Government of the Virgin Islands and Hess Oil Virgin
Islands Corp.
10(4)* -- Incentive Compensation Award Plan for Key Employees of
Amerada Hess Corporation and its subsidiaries incorporated
by reference to Exhibit 10(2) of Form 10-K of Registrant for
the fiscal year ended December 31, 1980.
10(5)* -- Financial Counseling Program description incorporated by
reference to Exhibit 10(3) of Form 10-K of Registrant for
the fiscal year ended December 31, 1980.
10(6)* -- Executive Long-Term Incentive Compensation and Stock
Ownership Plan of Registrant dated June 3, 1981 incorporated
by reference to Exhibit 10(5) of Form 10-Q of Registrant for
the three months ended June 30, 1981.
10(7)* -- Amendment dated as of December 5, 1990 to the Executive
Long-Term Incentive Compensation and Stock Ownership Plan of
Registrant incorporated by reference to Exhibit 10(9) of
Form 10-K of Registrant for the fiscal year ended December
31, 1990.
10(8)* -- Amerada Hess Corporation Pension Restoration Plan dated
January 19, 1990 incorporated by reference to Exhibit 10(9)
of Form 10-K of Registrant for the fiscal year ended
December 31, 1989.

EXHIBIT
NUMBER DESCRIPTION
---------- ------------------------------------------------------------

10(9)* -- Letter Agreement dated August 8, 1990 between Registrant and
Mr. John Y. Schreyer relating to Mr. Schreyer's
participation in the Amerada Hess Corporation Pension
Restoration Plan incorporated by reference to Exhibit 10(11)
of Form 10-K of Registrant for the fiscal year ended
December 31, 1991.
13 -- 1993 Annual Report to Stockholders of Registrant.
21 -- Subsidiaries of Registrant.
23 -- Consent of Ernst & Young, Independent Auditors, dated March
24, 1994, to the incorporation by reference in Registrant's
Registration Statement on Form S-8 (No. 33-39816) of its
report relating to Registrant's financial statements and
schedules, which consent appears on page F-2 herein.

- --------------------------------------------------------------------------------

* These exhibits relate to executive compensation plans and arrangements.