UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2008

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 1-1204

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.
(Address of Principal Executive Offices)
10036
(Zip Code)
(Registrant’s Telephone Number, Including Area Code is (212) 997-8500)

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 preceeding 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  þ     No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yeso     No  þ

          At June 30, 2008, there were 325,335,776 shares of Common Stock outstanding.

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION
	Item 1. Financial Statements	1
	Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition	10
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	22
	Item 4. Controls and Procedures	22
PART II — OTHER INFORMATION
	Item 4. Submission of Matters to a Vote of Security Holders	23
	Item 6. Exhibits and Reports on Form 8-K	24
SIGNATURES		25
EX-10.2: FORMS OF AWARDS UNDER 2008 LONG-TERM INCENTIVE PLAN
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

Item 1. Financial Statements.

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME (UNAUDITED)
(In millions, except per share data)

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2008			2007		2008			2007
REVENUES AND NON-OPERATING INCOME
Sales (excluding excise taxes) and other operating revenues	$	11,717		$	7,421	$	22,384		$	14,740
Equity in income (loss) of HOVENSA L.L.C.		(19	)		81		(29	)		137
Gain on asset sales		—			21		—			21
Other, net		37			23		100			22
Total revenues and non-operating income		11,735			7,546		22,455			14,920
COSTS AND EXPENSES
Cost of products sold (excluding items shown separately below)		8,354			5,190		16,072			10,600
Production expenses		494			377		918			724
Marketing expenses		267			241		500			463
Exploration expenses, including dry holes and lease impairment		158			90		310			183
Other operating expenses		47			37		92			70
General and administrative expenses		156			142		308			273
Interest expense		65			62		132			126
Depreciation, depletion and amortization		482			354		934			681
Total costs and expenses		10,023			6,493		19,266			13,120
INCOME BEFORE INCOME TAXES		1,712			1,053		3,189			1,800
Provision for income taxes		812			496		1,530			873
NET INCOME	$	900		$	557	$	1,659		$	927
NET INCOME PER SHARE
BASIC	$	2.81		$	1.78	$	5.20		$	2.98
DILUTED		2.76			1.75		5.11			2.92
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (DILUTED)		326.2			318.6		325.0			317.9
COMMON STOCK DIVIDENDS PER SHARE	$	.10		$	.10	$	.20		$	.20

See accompanying notes to consolidated financial statements.

1

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
(In millions of dollars, thousands of shares)

	June 30,			December 31,
	2008			2007
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,479		$	607
Accounts receivable		6,266			4,708
Inventories		1,473			1,250
Other current assets		474			361
Total current assets		9,692			6,926
INVESTMENTS IN AFFILIATES
HOVENSA L.L.C.		855			933
Other		183			184
Total investments in affiliates		1,038			1,117
PROPERTY, PLANT AND EQUIPMENT
Total — at cost		26,967			24,831
Less reserves for depreciation, depletion, amortization and lease impairment		11,213			10,197
Property, plant and equipment — net		15,754			14,634
GOODWILL		1,225			1,225
DEFERRED INCOME TAXES		2,704			1,873
OTHER ASSETS		326			356
TOTAL ASSETS	$	30,739		$	26,131
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	7,804		$	5,741
Accrued liabilities		2,030			1,638
Taxes payable		1,335			583
Current maturities of long-term debt		68			62
Total current liabilities		11,237			8,024
LONG-TERM DEBT		3,877			3,918
DEFERRED INCOME TAXES		2,463			2,362
ASSET RETIREMENT OBLIGATIONS		1,062			1,016
OTHER LIABILITIES		998			1,037
Total liabilities		19,637			16,357
STOCKHOLDERS’ EQUITY
Preferred stock, par value $1.00, 20,000 shares authorized 3% cumulative convertible series     Authorized — 330 shares     Issued — 284 shares ($14 million liquidation preference)		—			—
Common stock, par value $1.00     Authorized — 600,000 shares     Issued — 325,336 shares at June 30, 2008; 320,600 shares at December 31, 2007		325			321
Capital in excess of par value		2,038			1,882
Retained earnings		11,007			9,412
Accumulated other comprehensive income (loss)		(2,268	)		(1,841	)
Total stockholders’ equity		11,102			9,774
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	30,739		$	26,131

See accompanying notes to consolidated financial statements.

2

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS (UNAUDITED)
(In millions)

	Six Months Ended
	June 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,659		$	927
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, depletion and amortization		934			681
Exploratory dry hole costs and lease impairment		105			47
Pre-tax gain on asset sales		—			(21	)
(Benefit) provision for deferred income taxes		(112	)		6
(Undistributed) distributed earnings of HOVENSA L.L.C., net		79			(12	)
Changes in other operating assets and liabilities		202			210
Net cash provided by operating activities		2,867			1,838
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(2,005	)		(2,038	)
Proceeds from asset sales		—			93
Other		39			(3	)
Net cash used in investing activities		(1,966	)		(1,948	)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt with maturities of greater than 90 days
Borrowings		297			563
Repayments		(332	)		(344	)
Cash dividends paid		(97	)		(95	)
Employee stock options exercised		103			85
Net cash provided by (used in) financing activities		(29	)		209
NET INCREASE IN CASH AND CASH EQUIVALENTS		872			99
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		607			383
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1,479		$	482

See accompanying notes to consolidated financial statements.

3

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

     The financial statements included in this report reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of Hess Corporation’s (the Corporation) consolidated financial position at June 30, 2008 and December 31, 2007, and the consolidated results of operations and the consolidated cash flows for the three and six month periods ended June 30, 2008 and 2007. The unaudited results of operations for the interim periods reported are not necessarily indicative of results to be expected for the full year.

     The financial statements were prepared in accordance with the requirements of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by U.S. generally accepted accounting principles (GAAP) have been condensed or omitted from these interim financial statements. These statements, therefore, should be read in conjunction with the consolidated financial statements and related notes included in the Corporation’s
Form 10-K for the year ended December 31, 2007.

     Effective January 1, 2008, the Corporation adopted Financial Accounting Standards Board (FASB) Statement No. 157, Fair Value Measurements (FAS 157) for financial assets and liabilities that are required to be measured at fair value. FAS 157 established a framework for measuring fair value and requires disclosure of a fair value hierarchy (see Note 8, “Fair Value Measurements”). The impact of adopting FAS 157 was not material to the Corporation’s results of operations. Upon adoption, the Corporation recorded a reduction in the net deferred hedge losses reflected in accumulated other comprehensive income, which increased stockholders’ equity by approximately $190 million, after income taxes.

     In December 2007, the FASB issued FAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51 (FAS 160). FAS 160 changes the accounting for and reporting of noncontrolling interests in a subsidiary. The Corporation is currently evaluating the impact of adoption on its financial statements and, as required, will adopt the provisions of FAS 160 effective January 1, 2009.

2. Inventories

     Inventories consist of the following (in millions):

	June 30,			December 31,
	2008			2007
Crude oil and other charge stocks	$	509		$	338
Refined products and natural gas		2,030			1,577
Less: LIFO adjustment		(1,481	)		(1,029	)
		1,058			886
Merchandise, materials and supplies		415			364
Total inventories	$	1,473		$	1,250

4

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

3. Refining Joint Venture

     The Corporation accounts for its investment in HOVENSA L.L.C. (HOVENSA) using the equity method.

     Summarized financial information for HOVENSA follows (in millions):

	June 30,			December 31,
	2008			2007
Summarized balance sheet
Cash and short-term investments	$	537		$	279
Other current assets		1,323			1,183
Net fixed assets		2,164			2,181
Other assets		74			62
Current liabilities		(1,994	)		(1,459	)
Long-term debt		(356	)		(356	)
Deferred liabilities and credits		(86	)		(75	)
Members’ equity	$	1,662		$	1,815

	Three months						Six months
	ended June 30,						ended June 30,
	2008			2007			2008			2007
Summarized income statement
Total sales	$	5,438		$	2,800		$	9,739		$	5,642
Cost and expenses		(5,474	)		(2,638	)		(9,793	)		(5,366	)
Net income (loss)	$	(36	)	$	162		$	(54	)	$	276
Hess Corporation’s share, before income taxes	$	(19	)	$	81		$	(29	)	$	137

     During the first half of 2008 and 2007, the Corporation received cash distributions from HOVENSA of $50 million and $125 million, respectively.

4. Capitalized Exploratory Well Costs

     The following table discloses the net changes in capitalized exploratory well costs pending determination of proved reserves for the six months ended June 30, 2008 (in millions):

Balance at beginning of period	$	608
Additions to capitalized exploratory well costs pending the determination of proved reserves		264
Reclassifications to wells, facilities, and equipment based on the determination of proved reserves		(6	)
Capitalized exploratory well costs charged to expense		(7	)
Balance at end of period	$	859

     The preceding table excludes costs related to exploratory dry holes of $51 million which were incurred and subsequently expensed in 2008. Capitalized exploratory well costs greater than one year old after completion of drilling were $406 million as of June 30, 2008 and $304 million as of December 31, 2007.

5

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

5. Long-Term Debt and Capitalized Interest

     At June 30, 2008, the Corporation classified an aggregate of $536 million of borrowings under short-term credit facilities as long-term debt, based on the available capacity under its $3 billion syndicated revolving credit facility, substantially all of which is committed through May 2012.

     Capitalized interest on development projects amounted to the following (in millions):

	Three months				Six months
	ended June 30,				ended June 30,
	2008		2007		2008		2007
Capitalized interest	$	1	$	16	$	2	$	31

6. Foreign Currency

     Pre-tax foreign currency gains (losses) amounted to the following (in millions):

	Three months				Six months
	ended June 30,				ended June 30,
	2008		2007		2008		2007
Foreign currency gain (losses)	$	11	$	—	$	44	$	(6	)

     The pre-tax amount of foreign currency gains (losses) is included in other, net within revenues and non-operating income.

7. Retirement Plans

     Components of net periodic pension cost consisted of the following (in millions):

	Three months						Six months
	ended June 30,						ended June 30,
	2008			2007			2008			2007
Service cost	$	10		$	9		$	20		$	18
Interest cost		20			17			40			34
Expected return on plan assets		(20	)		(17	)		(40	)		(34	)
Amortization of net loss		3			5			6			10
Pension expense	$	13		$	14		$	26		$	28

     In 2008, the Corporation expects to contribute approximately $75 million to its funded pension plans and $25 million to the trust established for its unfunded pension plan. Through June 30, 2008, the Corporation contributed $61 million to its pension plans.

6

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

8. Fair Value Measurements

     The Corporation adopted the provisions of FAS 157 effective January 1, 2008 (see Note 1, “Basis of Presentation”). FAS 157 establishes a hierarchy for the inputs used to measure fair value based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market (Level 1) to estimates determined using related market data (Level 3). Multiple inputs may be used to measure fair value, however, the level of fair value for each financial asset or liability presented below is based on the lowest significant input level within this fair value hierarchy. The following table provides the fair value hierarchy of the Corporation’s financial assets and (liabilities) as of June 30, 2008 (in millions):

										Collateral and
										counterparty
	Level 1			Level 2			Level 3			netting			Total
Supplemental pension plan investments	$	80		$	—		$	17		$	—		$	97
Derivative contracts
Assets		473			2,302			1,026			(2,012	)		1,789
Liabilities		(430	)		(5,918	)		(484	)		1,900			(4,932	)

     Details on the methods and assumptions used to determine the fair values of the financial assets and liabilities are as follows:

     Fair value measurements based on Level 1 inputs:

     Measurements that are most observable are based on quoted prices of identical instruments obtained from the principal markets in which they are traded. Closing prices are both readily available and representative of fair value. Market transactions occur with sufficient frequency and volume to assure liquidity. The fair value of certain of the Corporation’s exchange traded futures and options are considered Level 1. In addition, fair values for the majority of the pension investments are considered Level 1, since they are determined using quotations from national securities exchanges.

     Fair value measurements based on Level 2 inputs:

     Measurements derived indirectly from observable inputs or from quoted prices from markets that are less liquid are considered Level 2. Measurements based on Level 2 inputs include over-the-counter derivative instruments that are priced on an exchange traded curve, but have contractual terms that are not identical to exchange traded contracts. The Corporation utilizes fair value measurements based on Level 2 inputs for certain forwards, swaps and options. The liability related to the Corporation’s crude oil hedging program is classified as Level 2.

     Fair value measurements based on Level 3 inputs:

     Measurements that are least observable are estimated from related market data or determined from sources with little or no market activity for comparable contracts. For example, in its energy marketing business, the Corporation sells natural gas and electricity to customers and offsets the price exposure by purchasing forward contracts. The fair value of these sales and purchases may be based on specific prices at less liquid delivered locations, which are classified as Level 3. There may be offsets to these positions that are priced based on more liquid markets, which are, therefore, classified as Level 1 or Level 2.

7

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

     The following table provides changes in financial assets and liabilities that are measured at fair value based on Level 3 inputs for the three and six months ended June 30, 2008 (in millions):

	Three months			Six months
	ended June 30,			ended June 30,
Balance at beginning of period	$	336		$	(4	)
Unrealized gains (losses)
Included in earnings (*)		(98	)		(23	)
Included in other comprehensive income		431			605
Purchases, sales or other settlements during the period		(29	)		35
Net transfers in to (out of) Level 3		(81	)		(54	)
Balance at end of period	$	559		$	559

(*) Reflected in sales and other operating revenue.

9. Weighted Average Common Shares

     The weighted average number of common shares used in the basic and diluted earnings per share computations are as follows (in thousands):

	Three months				Six months
	ended June 30,				ended June 30,
	2008		2007		2008		2007
Common shares — basic		320,936		311,971		319,167		311,225
Effect of dilutive securities
Stock options		3,192		2,798		3,343		2,899
Restricted common stock		1,515		3,203		1,945		3,181
Convertible preferred stock		534		608		534		608
Common shares — diluted		326,177		318,580		324,989		317,913

10. Comprehensive Income

     Comprehensive income (loss) was as follows (in millions):

	Three months						Six months
	ended June 30,						ended June 30,
	2008			2007			2008			2007
Net income	$	900		$	557		$	1,659		$	927
Deferred gains (losses) on cash flow hedges, after tax
Effect of hedge losses recognized in income		100			69			187			111
Net change in fair value of cash flow hedges		(722	)		(192	)		(653	)		(176	)
Change in minimum postretirement plan liabilities, after tax		2			4			5			8
Change in foreign currency translation adjustment and other		3			9			33			6
Comprehensive income	$	283		$	447		$	1,231		$	876

     The Corporation reclassifies hedging gains and losses included in other comprehensive income (loss) to earnings at the time the hedged transactions are recognized. Hedging decreased Exploration and Production results for the three and six months ended June 30, 2008 by $234 million ($144 million after income taxes) and $386 million ($239 million after income taxes), respectively. For the three and six months ended June 30, 2007, hedging decreased Exploration and Production results by $93 million ($56 million after income taxes) and $157 million ($95 million after income taxes), respectively.

8

PART I — FINANCIAL INFORMATION (CONT’D.)

HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

     At June 30, 2008, accumulated other comprehensive income (loss) included net after-tax unrealized deferred losses of $2,138 million, primarily related to crude oil contracts used as hedges of future Exploration and Production sales. The pre-tax amount of any deferred hedge losses and gains is reflected in accounts payable and accounts receivable, respectively, and the related income tax impact is recorded in deferred income taxes on the balance sheet.

11. Segment Information

     The Corporation’s results by operating segment were as follows (in millions):

	Three months						Six months
	ended June 30,						ended June 30,
	2008			2007			2008			2007
Operating revenues
Exploration and Production	$	3,234		$	1,916		$	5,886		$	3,480
Marketing and Refining		8,564			5,558			16,647			11,367
Less: Transfers between affiliates		(81	)		(53	)		(149	)		(107	)
Total (*)	$	11,717		$	7,421		$	22,384		$	14,740
Net income (loss)
Exploration and Production	$	1,025		$	505		$	1,849		$	845
Marketing and Refining		(52	)		122			(36	)		223
Corporate, including interest		(73	)		(70	)		(154	)		(141	)
Total	$	900		$	557		$	1,659		$	927

(*) Operating revenues exclude excise and similar taxes of approximately $550 million and $500 million in the second quarter of 2008 and 2007, respectively, and $1,050 million and $950 million during the first half of 2008 and 2007, respectively.

     Identifiable assets by operating segment were as follows (in millions):

	June 30,		December 31,
	2008		2007
Exploration and Production	$	19,402	$	17,008
Marketing and Refining		7,702		6,667
Corporate		3,635		2,456
Total	$	30,739	$	26,131

9

PART I — FINANCIAL INFORMATION (CONT’D.)

Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition.

Overview

     Hess Corporation (the Corporation) is a global integrated energy company that operates in two segments, Exploration and Production (E&P) and Marketing and Refining (M&R). The E&P segment explores for, develops, produces, purchases, transports and sells crude oil and natural gas. The M&R segment manufactures, purchases, transports, trades and markets refined petroleum products, natural gas and electricity. Net income was $900 million for the second quarter of 2008, compared with $557 million in the second quarter of 2007.

     Exploration and Production: E&P earnings were $1,025 million for the second quarter of 2008, compared with $505 million in the second quarter of 2007. The increase in earnings primarily reflects higher average selling prices and natural gas production volumes, partially offset by higher operating and exploration costs.

     Worldwide crude oil and natural gas production was 393,000 barrels of oil equivalent per day (boepd) in the second quarter of 2008 compared with 378,000 boepd in the same period of 2007. The Corporation anticipates that its production for the full year of 2008 will average between 380,000 and 390,000 boepd.

     In the second quarter of 2008, the Corporation’s average worldwide crude oil selling price, including the effect of hedging, was $104.29 per barrel compared with $60.05 per barrel in the second quarter of 2007. The Corporation’s average worldwide natural gas selling price, including the effect of hedging, was $7.81 per Mcf in the second quarter of 2008 compared with $4.88 per Mcf in the second quarter of 2007.

     The following is an update of Exploration and Production activities during the second quarter of 2008:

• In the deepwater Gulf of Mexico, development of the Shenzi Field (Hess 28%) progressed with installation of the tension leg platform hull and topsides on location. Installation of subsea facilities is ongoing and commissioning and first production are expected in the first half of 2009.

• In Indonesia, development of the oil leg at the Ujung Pangkah Field (Hess 75%) is continuing. Construction of the offshore platforms and onshore processing facilities is on schedule and oil production is expected to commence in the first half of 2009.

• In June 2008, the Corporation successfully completed drilling an appraisal well at its Pony discovery (Hess 100%) located on Green Canyon Block 468 in the deepwater Gulf of Mexico. The Corporation is evaluating development options for production from the Pony prospect before making a final investment decision.

• In June 2008, the Corporation’s Glencoe-1 exploration well on Block WA-390-P (Hess 100%) located in Australia’s Northwest Shelf, encountered 92 feet of net natural gas pay. In addition, in July 2008, the Briseis-1 exploration well encountered 151 feet of net natural gas pay on the same block. The Corporation plans to drill two additional exploration wells on this block in 2008. The next well, Nimblefoot-1, will be drilled about 14 kilometers southwest of the Glencoe-1 discovery and is expected to spud in August.

10

PART I — FINANCIAL INFORMATION (CONT’D.)

Overview (continued)

• In the fourth quarter of 2008, the Corporation expects to spud deepwater wells on Block 54 (Hess 100%) in Libya, Cape Three Points (Hess 100%) in Ghana, and BM-S-22 (Hess 40%) in Brazil.

• In the Williston Basin of North Dakota, the Corporation increased its net acreage position in the Bakken Play to approximately 500,000 acres. The Corporation currently has seven rigs operating in the Bakken and will add one additional rig in the fourth quarter.

     Marketing and Refining: M&R results generated a loss of $52 million in the second quarter of 2008, compared with income of $122 million in the second quarter of 2007, primarily due to lower margins and trading results. The Corporation received a cash distribution of $25 million from HOVENSA in the second quarter of 2008.

Results of Operations

     The after-tax results by major operating activity were as follows (in millions, except per share data):

	Three months ended						Six months ended
	June 30,						June 30,
	2008			2007			2008			2007
Exploration and Production	$	1,025		$	505		$	1,849		$	845
Marketing and Refining		(52	)		122			(36	)		223
Corporate		(33	)		(32	)		(72	)		(63	)
Interest expense		(40	)		(38	)		(82	)		(78	)
Net income	$	900		$	557		$	1,659		$	927
Net income per share (diluted)	$	2.76		$	1.75		$	5.11		$	2.92

Items Affecting Comparability Between Periods

     The following items of income, on an after-tax basis, affect the comparability of earnings between periods (in millions):

	Three months ended				Six months ended
	June 30,				June 30,
	2008		2007		2008		2007
Exploration and Production
Gain from asset sales	$	—	$	15	$	—	$	15

     During the second quarter of 2007, the Corporation recorded a net gain of $15 million ($21 million before income taxes) related to the sale of its interests in the Scott and Telford fields located in the United Kingdom.

     In the discussion that follows, the financial effects of certain transactions are disclosed on an after-tax basis. Management reviews segment earnings on an after-tax basis and uses after-tax amounts in its review of variances in segment earnings. Management believes that after-tax amounts are preferable to pre-tax amounts for explaining variances in earnings, since they show the entire effect of a transaction. After-tax amounts are determined by applying the appropriate income tax rate in each tax jurisdiction to pre-tax amounts.

11

PART I — FINANCIAL INFORMATION (CONT’D.)

Results of Operations (continued)

Comparison of Results

Exploration and Production

     Following is a summarized income statement of the Corporation’s Exploration and Production operations (in millions):

	Three months ended				Six months ended
	June 30,				June 30,
	2008		2007		2008		2007
Sales and other operating revenues(*)	$	3,075	$	1,802	$	5,682	$	3,313
Non-operating income		22		28		69		22
Total revenues		3,097		1,830		5,751		3,335
Cost and expenses
Production expenses, including related taxes		494		377		918		724
Exploration expenses, including dry holes and lease impairment		158		90		310		183
General, administrative and other expenses		73		62		136		119
Depreciation, depletion and amortization		462		337		896		646
Total costs and expenses		1,187		866		2,260		1,672
Results of operations before income taxes		1,910		964		3,491		1,663
Provision for income taxes		885		459		1,642		818
Results of operations	$	1,025	$	505	$	1,849	$	845

(*) Amounts differ from E&P operating revenues in Note 11 “Segment Information” primarily due to the exclusion of sales of hydrocarbons purchased from unrelated third parties.

Selling prices: Higher average realized selling prices of crude oil and natural gas increased Exploration and Production revenues by approximately $1,250 million and $2,175 million in the second quarter and first half of 2008, respectively, compared with the corresponding periods of 2007. The Corporation’s average selling prices were as follows:

	Three months ended				Six months ended
	June 30,				June 30,
	2008		2007		2008		2007
Average selling prices
Crude oil — per barrel (including hedging)
United States	$	120.23	$	61.41	$	106.42	$	57.46
Europe		104.98		58.94		93.32		54.98
Africa		97.32		58.02		88.44		53.68
Asia and other		120.59		70.73		106.28		65.08
Worldwide		104.29		60.05		93.75		55.66

12

PART I — FINANCIAL INFORMATION (CONT’D.)

Results of Operations (continued)

	Three months ended				Six months ended
	June 30,				June 30,
	2008		2007		2008		2007
Crude oil — per barrel (excluding hedging)
United States	$	120.23	$	61.41	$	106.42	$	57.46
Europe		104.98		58.94		93.32		54.98
Africa		117.49		67.04		105.98		62.22
Asia and other		120.59		70.73		106.28		65.08
Worldwide		113.79		63.94		101.66		59.13
Natural gas liquids — per barrel
United States	$	76.60	$	47.97	$	70.71	$	45.36
Europe		92.67		58.26		85.78		52.44
Worldwide		81.52		51.68		74.90		48.06
Natural gas — per Mcf (including hedging)
United States	$	11.00	$	7.24	$	9.69	$	7.22
Europe		10.33		4.54		9.61		4.66
Asia and other		5.23		4.42		5.12		4.49
Worldwide		7.81		4.88		7.43		4.95
Natural gas — per Mcf (excluding hedging)
United States	$	11.00	$	7.24	$	9.69	$	7.22
Europe		10.84		4.54		9.90		4.66
Asia and other		5.23		4.42		5.12		4.49
Worldwide		8.01		4.88		7.55		4.95

     Crude oil and natural gas hedges reduced Exploration and Production earnings by $144 million and $239 million in the second quarter and first half of 2008 ($234 million and $386 million before income taxes). Crude oil hedges reduced Exploration and Production earnings by $56 million and $95 million in the second quarter and first half of 2007 ($93 million and $157 million before income taxes).

Sales and production volumes: The Corporation’s crude oil and natural gas production, on a barrel of oil equivalent basis, was 393,000 boepd in the second quarter of 2008 compared with 378,000 boepd in the same period of 2007. Production in the first half of 2008 was 392,000 boepd compared with 380,000 boepd in the first half of 2007. The Corporation anticipates that its production for the full year of 2008 will average between 380,000 boepd and 390,000 boepd.

     The Corporation’s net daily worldwide production by region was as follows (in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2008		2007		2008		2007
Crude oil (barrels per day)
United States		36		31		36		30
Europe		83		96		83		103
Africa		128		115		123		107
Asia and other		12		26		15		20
Total		259		268		257		260
Natural gas liquids (barrels per day)
United States		11		10		11		10
Europe		4		4		4		5
Total		15		14		15		15

13

PART I — FINANCIAL INFORMATION (CONT’D.)

Results of Operations (continued)

	Three months ended				Six months ended
	June 30,				June 30,
	2008		2007		2008		2007
Natural gas (Mcf per day)
United States		83		86		88		88
Europe		267		212		282		280
Asia and other		364		277		353		260
Total		714		575		723		628
Barrels of oil equivalent per day (*)		393		378		392		380

(*) Natural gas production is converted assuming six Mcf equals one barrel.

                 United States: Crude oil production in the United States was higher in the second quarter and first half of 2008, principally due to production from new wells in North Dakota and the deepwater Gulf of Mexico.

                 Europe: Crude oil production in Europe in the second quarter and first half of 2008 was lower than the comparable periods of 2007, reflecting the sale of the Corporation’s interests in the Scott and Telford fields in the United Kingdom, cessation of production at the Fife Field and natural decline. Natural gas production in the second quarter of 2008 was higher than in the second quarter of 2007, principally reflecting increased production from the Cromarty Field in the United Kingdom, which was shut-in in the second quarter of 2007 in response to market conditions.

                 Africa: Higher crude oil production in the second quarter and first half of 2008 was due to the ramp-up of the Okume Complex in Equatorial Guinea, partially offset by a lower entitlement to Algerian production.

                 Asia and other: Crude oil production in Asia was lower in the second quarter and first half of 2008 reflecting a reduced entitlement to production in Azerbaijan. Natural gas production increased in the second quarter and first half of 2008, principally due to production from the Pangkah Field in Indonesia, which commenced in April 2007, and increased production from Block A-18 of the Joint Development Area of Malaysia and Thailand (JDA).

      Sales volumes: Higher crude oil sales volumes increased revenue by approximately $25 million in the second quarter and $200 million in the first half of 2008 compared with the corresponding periods of 2007.

Operating costs and depreciation, depletion and amortization: Cash operating costs, consisting of production expenses and general and administrative expenses, increased by $128 million and $211 million in the second quarter and first half of 2008 compared with the corresponding periods of 2007. The increases principally reflect higher production volumes, increased production taxes, higher costs of services and materials and increased employee related costs. Depreciation, depletion and amortization charges were higher in 2008 reflecting higher production volumes and per barrel rates.

Exploration expenses: Exploration expenses were higher in the second quarter and first half of 2008 compared with the corresponding periods of 2007, reflecting higher dry hole costs and increased costs of seismic studies. The Corporation’s planned exploratory drilling activities are expected to increase in the second half of the year.

Income Taxes: The effective income tax rate for Exploration and Production operations in the first half of 2008 was 47% compared with 49% in the first half of 2007. The effective income tax rate for Exploration and Production operations for the full year of 2008 is expected to be in the range of 47% to 51%.

14

PART I — FINANCIAL INFORMATION (CONT’D.)

Results of Operations (continued)

Other: The after-tax foreign currency gain related to Exploration and Production activities was $1 million in the second quarter of 2008 compared with a loss of $6 million in the second quarter of 2007. The after-tax foreign currency gain was $12 million for the six months ended June 30, 2008 and a loss of $9 million for the six months ended June 30, 2007.

     The Corporation’s future Exploration and Production earnings may be impacted by external factors, such as volatility in the selling prices of crude oil and natural gas, reserve and production changes, industry cost inflation, exploration expenses, changes in foreign exchange and income tax rates, political risk and the effects of weather.

Marketing and Refining

     Results from Marketing and Refining activities amounted to a loss of $52 million and $36 million in the second quarter and first half of 2008, respectively, compared with income of $122 million and $223 million in the second quarter and first half of 2007, respectively. The Corporation’s downstream operations include HOVENSA L.L.C. (HOVENSA), a 50% owned refining joint venture with a subsidiary of Petroleos de Venezuela S.A. (PDVSA), which is accounted for using the equity method. Additional Marketing and Refining activities include a fluid catalytic cracking facility in Port Reading, New Jersey, as well as retail gasoline stations, energy marketing and trading operations.

Refining: Refining operations generated income of $3 million in the second quarter of 2008 and were breakeven in the first half of 2008 compared with income of $87 million in the second quarter of 2007 and $141 million in the first half of 2007. The Corporation’s share of HOVENSA’s results, after income taxes, was a loss of $12 million in the second quarter of 2008 compared with income of $49 million in the second quarter of 2007. The Corporation’s share of HOVENSA’s results, after income taxes, was a loss of $18 million in the first half of 2008 compared with income of $84 million in 2007, principally reflecting lower refining margins.

     At June 30, 2008, the remaining balance of the PDVSA note was $46 million, which is scheduled to be fully repaid by February 2009. Interest income on the PDVSA note after income taxes was $1 million in the second quarter and $2 million in the first half of 2008 compared with $1 million in the second quarter and $3 million in the first half of 2007.

     Port Reading’s after tax earnings were $14 million and $16 million in the second quarter and first half of 2008 compared with $35 million and $52 million in the corresponding periods of 2007, reflecting lower margins.

     The following table summarizes refinery capacity and utilization rates:

	Refinery			Refinery utilization
	capacity			Three months ended						Six months ended
	(thousands of			June 30,						June 30,
	barrels per day)			2008			2007			2008			2007
HOVENSA
Crude		500			94.2	%		79.4	%		91.6	%		86.7	%
Fluid catalytic cracker		150			73.1	%		87.9	%		73.7	%		90.5	%
Coker		58			99.5	%		53.3	%*		95.5	%		70.8	%
Port Reading		70	**		91.3	%		97.9	%		89.2	%		91.4	%

*	Coker utilization reflects a planned 30 day turnaround.
**	Refinery utilization in 2007 is based on a capacity of 65,000 barrels per day.

15

PART I — FINANCIAL INFORMATION (CONT’D.)

Results of Operations (continued)

Marketing: Marketing operations, which consist principally of energy marketing and retail gasoline operations, generated a loss of $40 million in the second quarter of 2008 compared with breakeven results in the second quarter of 2007. Marketing operations had a loss of $8 million in the first half of 2008 compared with earnings of $43 million in the first half of 2007. The decreases principally reflect lower margins on refined product sales. Total refined product sales volumes were 475,000 barrels per day in the first half of 2008 and 452,000 barrels per day in the first half of 2007.

     The Corporation has a 50% voting interest in a consolidated partnership that trades energy commodities and energy derivatives. The Corporation also takes trading positions for its own account. The Corporation’s after-tax results from trading activities, including its share of the earnings of the trading partnership, amounted to a loss of $15 million in the second quarter and $28 million in the first half of 2008 compared with income of $35 million in the second quarter of 2007 and $39 million in the first half of 2007.

     Marketing expenses increased in the second quarter and first half of 2008 compared with the corresponding periods of 2007, principally reflecting growth in energy marketing activities, higher credit card fees in retail gasoline operations and increased transportation costs.

     The Corporation’s future Marketing and Refining earnings may be impacted by volatility in marketing and refining margins, competitive industry conditions, government regulatory changes, credit risk and supply and demand factors, including the effects of weather.

Corporate

     After-tax corporate expenses were $33 million in the second quarter of 2008 and $72 million in the first half of 2008 compared with $32 million in the second quarter and $63 million in the first half of 2007. The increase principally reflects higher employee related expenses and professional fees.

Interest

     Interest expense was as follows (in millions):

	Three months ended				Six months ended
	June 30,				June 30,
	2008		2007		2008		2007
Total interest incurred	$	66	$	78	$	134	$	157
Less: capitalized interest		1		16		2		31
Interest expense before income taxes		65		62		132		126
Less: income taxes		25		24		50		48
After-tax interest expense	$	40	$	38	$	82	$	78

     The decrease in interest incurred in 2008 principally reflects lower average debt. The decrease in capitalized interest in 2008 reflects the completion of several development projects in 2007.

Sales and Other Operating Revenues

     Sales and other operating revenues increased by 58% in the second quarter and 52% in the first half of 2008 compared with the corresponding periods of 2007, primarily due to higher crude oil and refined product selling prices and increased sales of electricity. The increase in cost of goods sold principally reflects higher refined product costs and increased purchases of electricity.

16

PART I — FINANCIAL INFORMATION (CONT’D.)

Liquidity and Capital Resources

     The following table sets forth certain relevant measures of the Corporation’s liquidity and capital resources (in millions, except ratios):

	June 30,			December 31,
	2008			2007
Cash and cash equivalents	$	1,479		$	607
Current portion of long-term debt		68			62
Total debt		3,945			3,980
Stockholders’ equity		11,102			9,774
Debt to capitalization ratio(*)		26.2	%		28.9	%

(*) Total debt as a percentage of the sum of total debt plus stockholders’ equity.

Cash Flows

     The following table sets forth a summary of the Corporation’s cash flows (in millions):

	Six months ended
	June 30,
	2008			2007
Net cash provided by (used in):
Operating activities	$	2,867		$	1,838
Investing activities		(1,966	)		(1,948	)
Financing activities		(29	)		209
Net increase in cash and cash equivalents	$	872		$	99

Operating Activities: Net cash provided by operating activities, including changes in operating assets and liabilities, amounted to $2,867 million in the first half of 2008 compared with $1,838 million in 2007, reflecting increased earnings. In the first half of 2008, the Corporation received a cash distribution of $50 million from HOVENSA compared with $125 million in 2007.

Investing Activities: The following table summarizes the Corporation’s capital expenditures (in millions):

	Six months ended
	June 30,
	2008		2007
Exploration and Production	$	1,938	$	1,982
Marketing, Refining and Corporate		67		56
Total	$	2,005	$	2,038

     In the first half of 2007, proceeds from the sale of the Corporation’s interests in the Scott and Telford fields in the United Kingdom were $93 million.

Financing Activities: In the first half of 2008, there was a net decrease in borrowings of $35 million from year-end 2007. Dividends paid were $97 million in the first half of 2008 ($95 million in the first half of 2007). During the first half of 2008, the Corporation received proceeds from the exercise of stock options totaling $103 million ($85 million in the same period of 2007).

17

PART I — FINANCIAL INFORMATION (CONT’D.)

Liquidity and Capital Resources (continued)

Future Capital Requirements and Resources

     The Corporation anticipates investing a total of approximately $5 billion in capital and exploratory expenditures during 2008, of which $4.9 billion relates to Exploration and Production operations. The Corporation expects that it will fund its 2008 operations, including capital expenditures, dividends, pension contributions and required debt repayments, with existing cash on-hand, cash flow from operations and its available credit facilities.

     At June 30, 2008, the Corporation has $2,718 million of available borrowing capacity under its $3 billion syndicated revolving credit facility (the Revolver), substantially all of which is committed through May 2012. Outstanding borrowings under the Revolver were $281 million at June 30, 2008 compared with $220 million at December 31, 2007. In addition, at June 30, 2008, the Corporation had $336 million in outstanding borrowings and $534 million of outstanding letters of credit under its 364-day asset-backed credit facility (the Asset-backed Facility) compared with $250 million and $534 million, respectively, at December 31, 2007. The borrowings and outstanding letters of credit under the Asset-backed Facility were collateralized by approximately $1,360 million of Marketing and Refining accounts receivable. These receivables are not available to pay the general obligations of the Corporation before satisfaction of the Corporation’s obligations under the Asset-backed Facility. At June 30, 2008, the Corporation classified an aggregate of $536 million of borrowings under short-term credit facilities and the Asset-backed Facility as long-term debt, based on the available capacity under the Revolver.

     The Corporation also has a shelf registration under which it may issue additional debt securities, warrants, common stock or preferred stock.

     Outstanding letters of credit were as follows (in millions):

	June 30,		December 31,
	2008		2007
Lines of Credit
Revolving credit facility	$	1	$	—
Asset backed credit facility		534		534
Committed short-term letter of credit facilities		2,218		995
Uncommitted lines		1,219		1,510
	$	3,972	$	3,039

     A loan agreement covenant based on the Corporation’s debt to equity ratio allows the Corporation to borrow up to an additional $14.6 billion for the construction or acquisition of assets at June 30, 2008. The Corporation has the ability to borrow up to an additional $2.8 billion of secured debt at June 30, 2008 under the loan agreement covenants.

Off-Balance Sheet Arrangements

     The Corporation has leveraged leases not included in its balance sheet, primarily related to retail gasoline stations that the Corporation operates. The net present value of these leases is $491 million at June 30, 2008. The Corporation’s June 30, 2008 debt to capitalization ratio would increase from 26.2% to 28.5% if the leases were included as debt.

18

PART I — FINANCIAL INFORMATION (CONT’D.)

Liquidity and Capital Resources (continued)

     The Corporation guarantees the payment of up to 50% of HOVENSA’s crude oil purchases from suppliers other than PDVSA. At June 30, 2008, the guarantee amounted to $192 million. This amount fluctuates based on the volume of crude oil purchased and related prices. In addition, the Corporation has agreed to provide funding up to a maximum of $15 million to the extent HOVENSA does not have funds to meet its senior debt obligations.

Change in Accounting Policies

     Effective January 1, 2008, the Corporation adopted Financial Accounting Standards Board (FASB) Statement No. 157, Fair Value Measurements (FAS 157) for financial assets and liabilities that are required to be measured at fair value. FAS 157 established a framework for measuring fair value and requires disclosure of a fair value hierarchy (see Note 8, “Fair Value Measurements”). The impact of adopting FAS 157 was not material to the Corporation’s results of operations. Upon adoption, the Corporation recorded a reduction in the net deferred hedge losses reflected in accumulated other comprehensive income, which increased stockholders’ equity by approximately $190 million, after income taxes.

Recently Issued Accounting Standard

     In December 2007, the FASB issued FAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51 (FAS 160). FAS 160 changes the accounting for and reporting of noncontrolling interests in a subsidiary. The Corporation is currently evaluating the impact of adoption on its financial statements and, as required, will adopt the provisions of FAS 160 effective January 1, 2009.

Market Risk Disclosure

     In the normal course of its business, the Corporation is exposed to commodity risks related to changes in the prices of crude oil, natural gas, refined products and electricity, as well as to changes in interest rates and foreign currency values. In the disclosures that follow, these operations are referred to as non-trading activities. The Corporation also has trading operations, principally through a 50% voting interest in a trading partnership. These activities are also exposed to commodity risks primarily related to the prices of crude oil, natural gas and refined products.

Instruments: The Corporation primarily uses forward commodity contracts, foreign exchange forward contracts, futures, swaps, options and energy commodity based securities in its non-trading and trading activities. Generally, these contracts are widely traded instruments with standardized terms.

Value-at-Risk: The Corporation uses value-at-risk to monitor and control commodity risk within its trading and non-trading activities. The value-at-risk model uses historical simulation and the results represent the potential loss in fair value over one day at a 95% confidence level. The model captures both first and second order sensitivities for options. The potential change in fair value based on commodity price risk is presented in the non-trading and trading sections below.

19

PART I — FINANCIAL INFORMATION (CONT’D.)

Market Risk Disclosure (continued)

Non-Trading: The Corporation’s Exploration and Production segment uses futures and swaps to fix the selling prices of a portion of its future production and the related gains or losses are an integral part of its selling prices. Following is a summary of the Corporation’s outstanding Brent crude oil hedges at June 30, 2008:

	Average		Thousands
	Selling		of Barrels
	Price		per Day
Maturities
2008	$	25.56		24
2009		25.54		24
2010		25.78		24
2011		26.37		24
2012		26.90		24

     There were no hedges of WTI crude oil at June 30, 2008. At June 30, 2008, the Corporation also had outstanding United Kingdom natural gas hedges of 50 thousand Mcf per day through October 2008 at an average selling price of approximately $11.05 per Mcf. As market conditions change, the Corporation may adjust its hedge positions. The Corporation also markets energy commodities including refined petroleum products, natural gas and electricity. The Corporation uses derivatives to manage the risk in its marketing activities.

     Accumulated other comprehensive income (loss) at June 30, 2008 includes after-tax unrealized deferred losses of $2,138 million primarily related to crude oil contracts used as hedges of Exploration and Production sales. The pre-tax amount of deferred hedge losses is reflected in accounts payable and the related income tax benefits are recorded as deferred tax assets on the balance sheet.

     The Corporation estimates that at June 30, 2008, the value-at-risk for commodity related derivatives used in non-trading activities was $135 million compared with $72 million at December 31, 2007. The results may vary from time to time as hedge levels change.

Trading: In trading activities, the Corporation is exposed to changes in crude oil, natural gas and refined product prices. The trading partnership, in which the Corporation has a 50% voting interest, trades energy commodities and derivatives. The accounts of the partnership are consolidated with those of the Corporation. The Corporation also takes trading positions for its own account. The information that follows represents 100% of the trading partnership and the Corporation’s proprietary trading accounts.

     Total net realized losses for the first half of 2008 amounted to $259 million ($60 million of realized gains for the first half of 2007). The following table provides an assessment of the factors affecting the changes in fair value of trading activities (in millions):

	2008			2007
Fair value of contracts outstanding at January 1	$	154		$	365
Change in fair value of contracts outstanding at the beginning of the year and still outstanding at June 30		511			(28	)
Reversal of fair value for contracts closed during the period		22			(30	)
Fair value of contracts entered into during the period and still outstanding		(339	)		119
Fair value of contracts outstanding at June 30	$	348		$	426

20

PART I — FINANCIAL INFORMATION (CONT’D.)

Market Risk Disclosure (continued)

     The Corporation uses observable market values for determining the fair value of its trading instruments. In cases where actively quoted prices are not available, other external sources are used which incorporate information about commodity prices in actively quoted markets, quoted prices in less active markets and other market fundamental analysis. Internal estimates are based on internal models incorporating underlying market information such as commodity volatilities and correlations. The Corporation’s risk management department regularly compares valuations to independent sources and models. The following table summarizes the sources of fair values of derivatives used in the Corporation’s trading activities at June 30, 2008 (in millions):

			Instruments Maturing
											2011
											and
Source of Fair Value	Total		2008			2009			2010		beyond
Prices actively quoted	$	264	$	(413	)	$	523		$	159	$	(5	)
Other external sources		83		91			(15	)		—		7
Internal estimates		1		1			—			—		—
Total	$	348	$	(321	)	$	508		$	159	$	2

     The Corporation estimates that at June 30, 2008, the value-at-risk for trading activities, including commodities, was $11 million compared with $10 million at December 31, 2007. The results may change from time to time as strategies change to capture potential market rate movements.

     The following table summarizes the fair values of net receivables relating to the Corporation’s trading activities and the credit ratings of counterparties at June 30, 2008 (in millions):

Investment grade determined by outside sources	$	533
Investment grade determined internally (*)		178
Less than investment grade		152
Fair value of net receivables outstanding at end of period	$	863

(*) Based on information provided by counterparties and other available sources.

Forward-Looking Information

     Certain sections of Management’s Discussion and Analysis of Results of Operations and Financial Condition, including references to the Corporation’s future results of operations and financial position, liquidity and capital resources, capital expenditures, oil and gas production, tax rates, debt repayment, hedging, derivative and market risk disclosures and off-balance sheet arrangements include forward-looking information. Forward-looking disclosures are based on the Corporation’s current understanding and assessment of these activities and reasonable assumptions about the future. Actual results may differ from these disclosures because of changes in market conditions, government actions and other factors.

21

PART I — FINANCIAL INFORMATION (CONT’D.)

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The information required by this item is presented under Item 2, “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Market Risk Disclosure.”

Item 4. Controls and Procedures

Based upon their evaluation of the Corporation’s disclosure controls and procedures (as defined in Exchange Act Rules 13a — 15(e) and 15d — 15(e)) as of June 30, 2008, John B. Hess, Chief Executive Officer, and John P. Rielly, Chief Financial Officer, concluded that these disclosure controls and procedures were effective as of June 30, 2008.

There was no change in internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 in the quarter ended June 30, 2008 that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

22

PART II — OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

     The Annual Meeting of Stockholders of the Registrant was held on May 7, 2008. The Inspectors of Election reported that 284,667,801 shares of common stock of the Registrant were represented in person or by proxy at the meeting, constituting 88% of the votes entitled to be cast. At the meeting, stockholders voted on:

• The election of five nominees for the Board of Directors for the three-year term expiring in 2011.

• The ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Registrant for the fiscal year ending December 31, 2008.

• A proposal to amend the Registrant’s Certificate of Incorporation and By-Laws to declassify the Board of Directors.

• A proposal to approve the Registrant’s 2008 Long-Term Incentive Plan.

     With respect to the election of directors, the inspector of election reported as follows:

	For		Withholding Authority
Name	Nominee Listed		to Vote For Nominee Listed
Edith E. Holiday		277,728,970		6,938,831
John H. Mullin		282,525,666		2,142,135
John J. O’Connor		281,368,147		3,299,654
F. Borden Walker		281,368,758		3,299,043
Robert N. Wilson		280,435,182		4,232,619

     The inspectors reported that 281,043,829 votes were cast for the ratification of the selection of Ernst & Young LLP as the independent auditors of the Registrant for the fiscal year ending December 31, 2008, 1,923,224 votes were cast against said ratification and holders of 1,700,748 votes abstained.

     The inspectors reported that 245,741,757 votes were cast for the proposal to amend the certificate of incorporation and by-laws to declassify the board, constituting 76.25% of the outstanding shares and less than the 80% required for amendment, 37,112,017 votes were cast against said proposal and holders of 1,814,027 votes abstained. There were no broker non-votes with respect to this matter.

     The inspectors reported that 255,032,299 votes were cast for the approval of the 2008 Long-Term Incentive Plan, 14,432,410 votes were cast against said proposal and holders of 1,798,830 votes abstained. There were 13,404,262 broker non-votes with respect to this matter.

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PART II — OTHER INFORMATION (CONT’D.)

Item 6. Exhibits and Reports on Form 8-K

     a. Exhibits

10(1)	2008 Long-Term Incentive Plan, incorporated by reference to Annex B to Registrant’s definitive proxy statement filed on March 27, 2008.
10(2)	Forms of awards under Registrant’s 2008 Long-Term Incentive Plan.
31(1)	Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a))
31(2)	Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a))
32(1)	Certification required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350)
32(2)	Certification required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350)

     b. Reports on Form 8-K

     During the quarter ended June 30, 2008, Registrant filed one report on Form 8-K:

(i) Filing dated April 30, 2008 reporting under Items 2.02 and 9.01 a news release dated April 30, 2008 reporting results for the first quarter of 2008.

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SIGNATURES

     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 thereunto duly authorized.

HESS CORPORATION
(REGISTRANT)
By	/s/ John B. Hess
	JOHN B. HESS
	CHAIRMAN OF THE BOARD AND
	CHIEF EXECUTIVE OFFICER
By	/s/ John P. Rielly
	JOHN P. RIELLY
	SENIOR VICE PRESIDENT AND
	CHIEF FINANCIAL OFFICER

Date: August 6, 2008

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