On February 3, 2009, Hess Corporation (the "Company") completed the sale of $250,000,000 aggregate principal amount of 7.000% notes due February 15, 2014 (the "2014 Notes") and $1,000,000,000 aggregate principal amount of 8.125% notes due February 15, 2019 (the "2019 Notes" and, together with the 2014 Notes, the "Notes") in a public offering through underwriters for whom Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Greenwich Capital Markets, Inc., acted as representatives pursuant to an underwriting agreement dated January 29, 2009 (the "Underwriting Agreement") among the Company and the representatives. The Notes were registered under the Securities Act of 1933 on the Company's automatic shelf registration statement on Form S-3ASR (File No. 333-132145), filed with the Securities and Exchange Commission on March 1, 2006 (the "Registration Statement"). The Notes were issued pursuant to an indenture, dated March 1, 2006, between the Company and The Bank of New York Mellon, successor-in-interest to JPMorgan Chase Bank, N.A., as trustee, which is filed as Exhibit 4 to the Registration Statement.
The foregoing description of the Underwriting Agreement and the Notes is qualified in its entirety by reference to the Underwriting Agreement and the forms of Notes, attached hereto as Exhibits 1.1, 4.1 and 4.2 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

   1.1         Underwriting Agreement, dated January 29, 2009, among Hess Corporation
               and Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Greenwich
               Capital Markets, Inc., as representatives of the several underwriters
               named therein.

   4.1         Form of 2014 Note.

   4.2         Form of 2019 Note.