Exhibit 31.2
                                  CERTIFICATION

I, Robert M. Wohleber, certify that:

          1. I have  reviewed  this  annual  report on Form 10-K,  as amended by
             Amendment No. 1, of Kerr-McGee Corporation (the "company");

          2. Based on my  knowledge,  this  annual  report  does not contain any
             untrue  statement  of a  material  fact or omit to state a material
             fact  necessary  to make  the  statements  made,  in  light  of the
             circumstances under which such statements were made, not misleading
             with respect to the period covered by this annual report;

          3. Based  on  my  knowledge,  the  financial  statements,   and  other
             financial  information  included  in  this  annual  report,  fairly
             present in all material respects the financial  condition,  results
             of  operations  and cash flows of the  company as of, and for,  the
             periods presented in this annual report;

          4. The company's  other  certifying  officer and I are responsible for
             establishing and maintaining disclosure controls and procedures (as
             defined in Exchange  Act Rules  13a-15(e)  and  15d-15(e))  for the
             company and we have:

             i.     designed such disclosure controls and procedures,  or caused
                    such disclosure controls and procedures to be designed under
                    our  supervision,   to  ensure  that  material   information
                    relating  to  the  company,   including   its   consolidated
                    subsidiaries,  is made  known to us by others  within  those
                    entities,  particularly  during  the  period  in which  this
                    annual report is being prepared;

             ii.    evaluated  the  effectiveness  of the  company's  disclosure
                    controls and  procedures and presented in this annual report
                    our conclusions  about the  effectiveness  of the disclosure
                    controls and procedures, as of the end of the period covered
                    by this annual report based on our evaluation; and

             iii.   disclosed in this annual  report any change in the company's
                    internal  control over  financial  reporting  (as defined in
                    Exchange Act Rules  13a-15(f) and  15d-15(f))  that occurred
                    during the  company's  most recent  fiscal  quarter that has
                    materially  affected,  or is reasonably likely to materially
                    affect,   the  company's  internal  control  over  financial
                    reporting; and

          5. The company's other certifying officer and I have disclosed,  based
             on our most recent  evaluation of internal  control over  financial
             reporting, to the company's auditors and the audit committee of the
             company's board of directors:

             i.     all significant  deficiencies and material weaknesses in the
                    design or  operation  of  internal  control  over  financial
                    reporting  which are reasonably  likely to adversely  affect
                    the  company's  ability to record,  process,  summarize  and
                    report financial information; and

             ii.    any fraud, whether or not material, that involves management
                    or  other  employees  who  have a  significant  role  in the
                    company's internal control over financial reporting.


/s/ Robert M. Wohleber
--------------------------------

Robert M. Wohleber
Chief Financial Officer
March 25, 2004