================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 25, 2006 AMERADA HESS CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE No. 1-1204 No. 13-4921002 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 1185 Avenue of the Americas New York, New York 10036 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (212) 997-8500 -------------- N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 2.02. Results of Operations and Financial Condition. On January 25, 2006, Amerada Hess Corporation issued a news release reporting its results for the fourth quarter of 2005. A copy of this news release is attached hereto as Exhibit 99(1) and is hereby incorporated by reference. Item 7.01. Regulation FD Disclosure. Furnished hereunder are the prepared remarks of John B. Hess, Chairman of the Board of Directors and Chief Executive Officer of Amerada Hess Corporation at a public conference call held on January 25, 2006. Copies of these remarks are attached as Exhibit 99(2) and are incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99(1) News release dated January 25, 2006 reporting results for the fourth quarter of 2005. 99(2) Prepared remarks of John B. Hess, Chairman of the Board of Directors and Chief Executive Officer. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 25, 2006 AMERADA HESS CORPORATION By: /s/ John P. Rielly --------------------------- Name: John P. Rielly Title: Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99(1) News release dated January 25, 2006 reporting results for the fourth quarter of 2005. 99(2) Prepared remarks of John B. Hess, Chairman of the Board of Directors and Chief Executive Officer.