UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2)                     

 

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York		13-5160382
(Jurisdiction of incorporation		(I.R.S. Employer
if not a U.S. national bank)		Identification No.)
One Wall Street
New York, New York		10286
(Address of principal executive offices)		(Zip code)

HESS CORPORATION

(Exact name of obligor as specified in its charter)

Delaware		13-4921002
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)
1185 Avenue of the Americas
New York, New York		10036
(Address of principal executive offices)		(Zip code)

Debt Securities
(Title of the indenture securities)

 

 

Item 1. General Information.

			Furnish the following information as to the Trustee:
	(a)		Name and address of each examining or supervising authority to which it is subject.

Superintendent of Banks of the		2 Rector Street, New York, N.Y. 10006
State of New York		and Albany, N.Y. 12203
Federal Reserve Bank of New York		33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation		550 17th Street, N.W., Washington, D.C. 20429
New York Clearing House Association		New York, N.Y. 10005

	(b)		Whether it is authorized to exercise corporate trust powers.
			Yes.

Item 2. Affiliations with Obligor.

			If the obligor is an affiliate of the trustee, describe each such affiliation.
			None.

Item 16. List of Exhibits.

               Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

			1.			–		A copy of the Organization Certificate of The Bank of New York Mellon (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)
			4.			–		A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 with Registration Statement No. 333-121195.)
			6.			–		The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
			7.			–		A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

          Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 29th day of January, 2009.

EXHIBIT 7
(Page i of iii)

Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business September 30, 2008, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

		Dollar Amounts
		In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	44,129,000
Interest-bearing balances			48,207,000
Securities:
Held-to-maturity securities			7,661,000
Available-for-sale securities			39,616,000
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices			877,000
Securities purchased under agreements to resell			4,598,000
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases, net of unearned income			46,218,000
LESS: Allowance for loan and lease losses			324,000
Loans and leases, net of unearned income and allowance			45,894,000
Trading Assets			6,900,000
Premises and fixed assets (including capitalized leases)			1,087,000
Other real estate owned			7,000
Investments in unconsolidated subsidiaries and associated companies			858,000
Not applicable
Intangible assets:
Goodwill			5,026,000
Other intangible assets			1,619,000
Other assets			12,220,000
Total assets		$	218,699,000

EXHIBIT 7

(Page ii of iii)

LIABILITIES
Deposits:
In domestic offices		$	103,521,000
Noninterest-bearing			80,077,000
Interest-bearing			23,444,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			67,951,000
Noninterest-bearing			2,259,000
Interest-bearing			65,692,000
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased in domestic offices			4,367,000
Securities sold under agreements to repurchase			76,000
Trading liabilities			5,676,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			12,514,000
Not applicable
Not applicable
Subordinated notes and debentures			3,490,000
Other liabilities			8,209,000
Total liabilities		$	205,804,000
Minority interest in consolidated subsidiaries			473,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			6,764,000
Retained earnings			6,564,000
Accumulated other comprehensive income			-2,041,000
Other equity capital components			0
Total equity capital			12,422,000
Total liabilities, minority interest, and equity capital		$	218,699,000

 ii

EXHIBIT 7

(Page iii of iii)

     I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,
Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith		Directors