<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D. C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     Under

                           THE SECURITIES ACT OF 1933


                            AMERADA HESS CORPORATION
               (exact name of Issuer as specified in its charter)

           Delaware                                               13-4921002
(State or other jurisdiction of                               (I.R.S. Employer)
incorporation or organization)                               Identification No.)
                                      
                         1185 Avenue of the Americas
                             New York, NY  10036
            (Address of Principal Executive Offices and Zip Code)
                                      
                           AMERADA HESS CORPORATION
                        1995 LONG-TERM INCENTIVE PLAN
                           (Full title of the plan)
                                      
                         J. BARCLAY COLLINS II, ESQ.
                           Executive Vice President
                             and General Counsel
                           Amerada Hess Corporation
                         1185 Avenue of the Americas
                             New York, NY  10036
                                (212) 997-8500
         (Name, address and telephone number, including area code, of
                              agent for service)
                                      
                       CALCULATION OF REGISTRATION FEE
                                      
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                  Proposed        Proposed
Title of                          maximum         maximum
securities         Amount         offering        aggregate           Amount of
to be              to be          price per       offering          registration
registered         registered     share*          price*            fee
- --------------------------------------------------------------------------------
<S>                <C>            <C>             <C>               <C>
Common Stock
  (par value
  $1.00). . . .    4,500,000      $50.375         $226,687,500      $78,168.10
                   shares
</TABLE>

*        Estimated solely for the purpose of calculating the registration fee
         in accordance with Rule 457(c) under the Securities Act of 1933 based
         upon the average of the high and low prices reported on the composite
         transactions reporting system of the New York Stock Exchange on
         December 12, 1995.
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by References

         The following documents filed or to be filed with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:

                 (a)  The latest annual report of Amerada Hess Corporation (the
         "Company") filed pursuant to Section 13(a) or 15(d) of the Securities
         Exchange Act of 1934 (the "1934 Act") which contains, either directly
         or indirectly by incorporation by reference, certified financial
         statements for the Company's latest fiscal year for which such
         statements have been filed.

                 (b)  All other reports filed pursuant to Section 13(a) or
         15(d) of the Exchange Act since the end of the fiscal year covered by
         the annual report referred to in paragraph (a) above.

                 (c)  the description of the Company's Common Stock contained in
         registration statement no. 33-47639 filed by the Company under the
         Securities Act of 1933 (the "Securities Act").

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         As of December 14, 1995, Mr. Roger B. Oresman, a consulting partner of
Milbank, Tweed, Hadley & McCloy and a director of the Company, beneficially
owned 75,040 shares of Company Common Stock, par value $1.00 per share, 65,051
shares of which are held in trusts of which Mr. Oresman is a co-trustee and as
to which he has shared voting and investment power.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General Corporation Law confers broad
powers upon a corporation incorporated in that State with


                                      II-1
<PAGE>   3
respect to the indemnification of any person against liabilities incurred by
reason of the fact that he is or was a director, officer, employee or agent of
such corporation or other business entity.  The provisions of Section 145 are
not exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement or otherwise.

         The By-Laws of the Company contain a provision entitling directors,
officers, or employees of the Company, or of any other company which he serves
or served as such at the request of the Company, to be indemnified by the
Company against any attorney's fees, disbursements and related expenses
("expenses") and amounts paid in settlement, judgments and fines ("liability")
paid or incurred by him in connection with or resulting from any threatened or
actual claim, action, suit or proceeding (whether brought by or in the right of
the Company or such other company or otherwise), civil, criminal,
administrative or investigative, in which he may be involved, as a party or
otherwise, by reason of his being or having been a director, officer or
employee of the Company or such other company, or by reason of any action taken
or not taken in his capacity as such director, officer or employee, whether or
not he continues to be such at the time such liability or expenses shall have
been paid or incurred.  Indemnification is permitted to the extent not
prohibited by law.

         Any person referred to above who has been wholly successful, on the
merits or otherwise, with respect to any claim, action, suit or proceeding of
the character described above shall be reimbursed by the Company for his
reasonable expense.

         Any other person claiming indemnification under the By-Laws shall be
entitled to receive reimbursement from the Company for any reasonable expense
and for any liability (other than any amount paid to the Company) if
independent counsel or other disinterested persons selected by the Board of
Directors delivers to the Company its written finding that such person acted in
good faith in what he reasonably believed to be the best interests of the
Company, and with respect to any criminal action or proceeding, reasonably
believed that his conduct was lawful.

         The By-Laws of the Company state that rights of indemnification
provided therein are in addition to any rights to which any director, officer
or employee may be entitled by contract or as a matter of law.

         The Company maintains a Directors and Officers Insurance and Company
Reimbursement Policy which covers directors and officers of the Company.
Pursuant to the terms of the policy, the insurers will pay on behalf of the
individual insureds all losses, subject to certain exceptions and deductibles,
which the individual insureds may become obliged to pay by reason of any actual
or alleged breach of duty, neglect, error, misstatement, misleading statement,
omission or act, while acting in their


                                      II-2
<PAGE>   4
respective capacities as directors or officers of the Company to the extent the
Company has not indemnified such individuals.  In addition, the insurer will
reimburse the Company for all losses, subject to certain exceptions and
deductibles, in respect of which the Company has indemnified such individual
insureds for claims made against them by reason of the acts.  The insurers'
maximum liability under the policy is $30,000,000.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         4          Amerada Hess Corporation 1995 Long-Term Incentive Plan.

         5          Opinion of Milbank, Tweed, Hadley & McCloy.

         23 (a)     Consent of Ernst & Young.

            (b)     Consent of Milbank, Tweed, Hadley & McCloy (included in
                    Exhibit 5).

         24         Powers of Attorney (included on signature page).

Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act;

         (ii)  To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement; and notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and


                                      II-3
<PAGE>   5
         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public


                                      II-4
<PAGE>   6
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-5
<PAGE>   7
                                   SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City and State of New York, on the 15th day of
December, 1995.

                                           AMERADA HESS CORPORATION

                                           BY: /S/ JOHN B. HESS
                                               ---------------------------------
                                               NAME:  JOHN B. HESS
                                               TITLE: CHAIRMAN OF THE BOARD AND
                                                        CHIEF EXECUTIVE OFFICER




                               POWER OF ATTORNEY

              Each person whose signature appears below hereby authorizes John
B. Hess, W.S.H. Laidlaw, John Y. Schreyer or the agent for service named in this
Registration Statement to file one or more amendments (including post-effective
amendments) to this Registration Statement which amendments may make such
changes in this Registration Statement as John B. Hess, W.S.H. Laidlaw, John Y.
Schreyer or such agent for service deems appropriate and each such person hereby
appoints John B. Hess, W.S.H. Laidlaw, John Y. Schreyer or such agent for
service as attorney-in-fact to execute in the name and on behalf of each such
person, individually and in each capacity stated below, any such amendments to
this Registration Statement.

              Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on December 15, 1995 by the
following persons in the capacities indicated.

<TABLE>
<CAPTION>
          SIGNATURE                                       TITLE
- --------------------------------------------------------------------------------
<S>                                         <C>
/s/ John B. Hess                            Director, Chairman of the Board
- -----------------------------                 and Chief Executive Officer
   (John B. Hess)                            (Principal Executive Officer)

/s/ W.S.H. Laidlaw                          Director, President and Chief
- -----------------------------                 Operating Officer
   (W.S.H. Laidlaw)                           

/s/ Leon Hess                               Director, Chairman of the Executive
- -----------------------------                 Committee
   (Leon Hess)                                
</TABLE>


                                      II-6
<PAGE>   8
<TABLE>
<CAPTION>
       SIGNATURE                    TITLE                    
- --------------------------------------------------------------------------------
<S>                                        <C>
/s/ Marco B. Bianchi                       Director
- ------------------------------
   (Marco B. Bianchi)

/s/ Nicholas F. Brady                      Director
- ------------------------------
   (Nicholas F. Brady)

/s/ J. Barclay Collins II                  Director
- ------------------------------
   (J. Barclay Collins II)

/s/ Bernard T. Deverin                     Director
- ------------------------------
   (Bernard T. Deverin)

/s/ Peter S. Hadley                        Director
- ------------------------------
   (Peter S. Hadley)

/s/ Edith E. Holiday                       Director
- ------------------------------
   (Edith E. Holiday)

/s/ Thomas H. Kean                         Director
- ------------------------------
   (Thomas H. Kean)

                                           Director
- ------------------------------
   (H.W. McCollum)

/s/ Roger B. Oresman                       Director
- ------------------------------
   (Roger B. Oresman)

/s/ William A. Pogue                       Director
- ------------------------------
   (William A. Pogue)

                                           Director
- ------------------------------
    (Michael W. Press)

/s/ John Y. Schreyer                       Director, Executive Vice
- ------------------------------               President and Chief
   (John Y. Schreyer)                      Financial Officer
                                           (Principal Accounting and
                                           Principal Financial Officer)

/s/ Richard B. Sellars                     Director
- -----------------------------
   (Richard B. Sellars)

/s/ William I. Spencer                     Director
- -----------------------------
   (William I. Spencer)

/s/ Robert F. Wright                       Director
- -----------------------------
   (Robert F. Wright)
</TABLE>


                                      II-7
<PAGE>   9
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.                  Document
- -----------                  --------
<S>                  <C>
   4                 Amerada Hess Corporation 1995 Long-Term Incentive Plan.

   5                 Opinion of Milbank, Tweed, Hadley & McCloy.

   23 (a)            Consent of Ernst & Young.

      (b)            Consent of Milbank, Tweed, Hadley & McCloy (included in Exhibit 5).

   24                Powers of Attorney (included on signature page).
</TABLE>





                                      II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18864}]
{"company-data": {"conformed-name": "AMERADA HESS CORP", "cik": "0000004447", "assigned-sic": "2911", "irs-number": "134921002", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65115", "film-number": "95602379"}, "business-address": {"street1": "1185 AVENUE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2129978500"}, "former-company": {"former-conformed-name": "AMERADA PETROLEUM CORP", "date-changed": "19690727"}}
1
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D. C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     Under

                           THE SECURITIES ACT OF 1933

                            AMERADA HESS CORPORATION
               (exact name of Issuer as specified in its charter)

           Delaware                                               13-4921002
(State or other jurisdiction of                               (I.R.S. Employer)
incorporation or organization)                               Identification No.)
                                      
                         1185 Avenue of the Americas
                             New York, NY  10036
            (Address of Principal Executive Offices and Zip Code)
                                      
                           AMERADA HESS CORPORATION
                        1995 LONG-TERM INCENTIVE PLAN
                           (Full title of the plan)
                                      
                         J. BARCLAY COLLINS II, ESQ.
                           Executive Vice President
                             and General Counsel
                           Amerada Hess Corporation
                         1185 Avenue of the Americas
                             New York, NY  10036
                                (212) 997-8500
         (Name, address and telephone number, including area code, of
                              agent for service)
                                      
                       CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                                  Proposed        Proposed
Title of                          maximum         maximum
securities         Amount         offering        aggregate           Amount of
to be              to be          price per       offering          registration
registered         registered     share*          price*            fee
- --------------------------------------------------------------------------------
Common Stock
  (par value
  $1.00). . . .    4,500,000      $50.375         $226,687,500      $78,168.10
                   shares
*        Estimated solely for the purpose of calculating the registration fee
         in accordance with Rule 457(c) under the Securities Act of 1933 based
         upon the average of the high and low prices reported on the composite
         transactions reporting system of the New York Stock Exchange on
         December 12, 1995.
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by References

         The following documents filed or to be filed with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:

                 (a)  The latest annual report of Amerada Hess Corporation (the
         "Company") filed pursuant to Section 13(a) or 15(d) of the Securities
         Exchange Act of 1934 (the "1934 Act") which contains, either directly
         or indirectly by incorporation by reference, certified financial
         statements for the Company's latest fiscal year for which such
         statements have been filed.

                 (b)  All other reports filed pursuant to Section 13(a) or
         15(d) of the Exchange Act since the end of the fiscal year covered by
         the annual report referred to in paragraph (a) above.

                 (c)  the description of the Company's Common Stock contained in
         registration statement no. 33-47639 filed by the Company under the
         Securities Act of 1933 (the "Securities Act").

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         As of December 14, 1995, Mr. Roger B. Oresman, a consulting partner of
Milbank, Tweed, Hadley & McCloy and a director of the Company, beneficially
owned 75,040 shares of Company Common Stock, par value $1.00 per share, 65,051
shares of which are held in trusts of which Mr. Oresman is a co-trustee and as
to which he has shared voting and investment power.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General Corporation Law confers broad
powers upon a corporation incorporated in that State with

                                      II-1
3
respect to the indemnification of any person against liabilities incurred by
reason of the fact that he is or was a director, officer, employee or agent of
such corporation or other business entity.  The provisions of Section 145 are
not exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement or otherwise.

         The By-Laws of the Company contain a provision entitling directors,
officers, or employees of the Company, or of any other company which he serves
or served as such at the request of the Company, to be indemnified by the
Company against any attorney's fees, disbursements and related expenses
("expenses") and amounts paid in settlement, judgments and fines ("liability")
paid or incurred by him in connection with or resulting from any threatened or
actual claim, action, suit or proceeding (whether brought by or in the right of
the Company or such other company or otherwise), civil, criminal,
administrative or investigative, in which he may be involved, as a party or
otherwise, by reason of his being or having been a director, officer or
employee of the Company or such other company, or by reason of any action taken
or not taken in his capacity as such director, officer or employee, whether or
not he continues to be such at the time such liability or expenses shall have
been paid or incurred.  Indemnification is permitted to the extent not
prohibited by law.

         Any person referred to above who has been wholly successful, on the
merits or otherwise, with respect to any claim, action, suit or proceeding of
the character described above shall be reimbursed by the Company for his
reasonable expense.

         Any other person claiming indemnification under the By-Laws shall be
entitled to receive reimbursement from the Company for any reasonable expense
and for any liability (other than any amount paid to the Company) if
independent counsel or other disinterested persons selected by the Board of
Directors delivers to the Company its written finding that such person acted in
good faith in what he reasonably believed to be the best interests of the
Company, and with respect to any criminal action or proceeding, reasonably
believed that his conduct was lawful.

         The By-Laws of the Company state that rights of indemnification
provided therein are in addition to any rights to which any director, officer
or employee may be entitled by contract or as a matter of law.

         The Company maintains a Directors and Officers Insurance and Company
Reimbursement Policy which covers directors and officers of the Company.
Pursuant to the terms of the policy, the insurers will pay on behalf of the
individual insureds all losses, subject to certain exceptions and deductibles,
which the individual insureds may become obliged to pay by reason of any actual
or alleged breach of duty, neglect, error, misstatement, misleading statement,
omission or act, while acting in their

                                      II-2
4
respective capacities as directors or officers of the Company to the extent the
Company has not indemnified such individuals.  In addition, the insurer will
reimburse the Company for all losses, subject to certain exceptions and
deductibles, in respect of which the Company has indemnified such individual
insureds for claims made against them by reason of the acts.  The insurers'
maximum liability under the policy is $30,000,000.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         4          Amerada Hess Corporation 1995 Long-Term Incentive Plan.

         5          Opinion of Milbank, Tweed, Hadley & McCloy.

         23 (a)     Consent of Ernst & Young.

            (b)     Consent of Milbank, Tweed, Hadley & McCloy (included in
                    Exhibit 5).

         24         Powers of Attorney (included on signature page).

Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act;

         (ii)  To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement; and notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and

                                      II-3
5
         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public

                                      II-4
6
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5
7
                                   SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City and State of New York, on the 15th day of
December, 1995.

                                           AMERADA HESS CORPORATION

                                           BY: /S/ JOHN B. HESS
                                               ---------------------------------
                                               NAME:  JOHN B. HESS
                                               TITLE: CHAIRMAN OF THE BOARD AND
                                                        CHIEF EXECUTIVE OFFICER

                               POWER OF ATTORNEY

              Each person whose signature appears below hereby authorizes John
B. Hess, W.S.H. Laidlaw, John Y. Schreyer or the agent for service named in this
Registration Statement to file one or more amendments (including post-effective
amendments) to this Registration Statement which amendments may make such
changes in this Registration Statement as John B. Hess, W.S.H. Laidlaw, John Y.
Schreyer or such agent for service deems appropriate and each such person hereby
appoints John B. Hess, W.S.H. Laidlaw, John Y. Schreyer or such agent for
service as attorney-in-fact to execute in the name and on behalf of each such
person, individually and in each capacity stated below, any such amendments to
this Registration Statement.

              Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on December 15, 1995 by the
following persons in the capacities indicated.
SIGNATURE                                       TITLE
- --------------------------------------------------------------------------------
/s/ John B. Hess                            Director, Chairman of the Board
- -----------------------------                 and Chief Executive Officer
   (John B. Hess)                            (Principal Executive Officer)

/s/ W.S.H. Laidlaw                          Director, President and Chief
- -----------------------------                 Operating Officer
   (W.S.H. Laidlaw)                           

/s/ Leon Hess                               Director, Chairman of the Executive
- -----------------------------                 Committee
   (Leon Hess)
II-6
8
SIGNATURE                    TITLE                    
- --------------------------------------------------------------------------------
/s/ Marco B. Bianchi                       Director
- ------------------------------
   (Marco B. Bianchi)

/s/ Nicholas F. Brady                      Director
- ------------------------------
   (Nicholas F. Brady)

/s/ J. Barclay Collins II                  Director
- ------------------------------
   (J. Barclay Collins II)

/s/ Bernard T. Deverin                     Director
- ------------------------------
   (Bernard T. Deverin)

/s/ Peter S. Hadley                        Director
- ------------------------------
   (Peter S. Hadley)

/s/ Edith E. Holiday                       Director
- ------------------------------
   (Edith E. Holiday)

/s/ Thomas H. Kean                         Director
- ------------------------------
   (Thomas H. Kean)

                                           Director
- ------------------------------
   (H.W. McCollum)

/s/ Roger B. Oresman                       Director
- ------------------------------
   (Roger B. Oresman)

/s/ William A. Pogue                       Director
- ------------------------------
   (William A. Pogue)

                                           Director
- ------------------------------
    (Michael W. Press)

/s/ John Y. Schreyer                       Director, Executive Vice
- ------------------------------               President and Chief
   (John Y. Schreyer)                      Financial Officer
                                           (Principal Accounting and
                                           Principal Financial Officer)

/s/ Richard B. Sellars                     Director
- -----------------------------
   (Richard B. Sellars)

/s/ William I. Spencer                     Director
- -----------------------------
   (William I. Spencer)

/s/ Robert F. Wright                       Director
- -----------------------------
   (Robert F. Wright)
II-7
9
                               INDEX TO EXHIBITS
Exhibit No.                  Document
- -----------                  --------
4                 Amerada Hess Corporation 1995 Long-Term Incentive Plan.

   5                 Opinion of Milbank, Tweed, Hadley & McCloy.

   23 (a)            Consent of Ernst & Young.

      (b)            Consent of Milbank, Tweed, Hadley & McCloy (included in Exhibit 5).

   24                Powers of Attorney (included on signature page).
II-8