UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    FORM 10-K

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

                   For the Fiscal year ended December 31, 2001

                         Commission file number 1-16619

                             KERR-MCGEE CORPORATION
             (Exact name of registrant as specified in its charter)

                    DELAWARE                           73-1612389
          (State or other jurisdiction              (I.R.S. Employer
        of incorporation or organization)          Identification No.)

                KERR-MCGEE CENTER, OKLAHOMA CITY, OKLAHOMA 73125
                    (Address of principal executive offices)

        Registrant's telephone number, including area code: (405)270-1313

           Securities registered pursuant to Section 12(b) of the Act:

                                                NAME OF EACH EXCHANGE ON
             TITLE OF EACH CLASS                   WHICH REGISTERED
         ------------------------------         ------------------------

         Common Stock $1 Par Value              New York Stock Exchange
         Preferred Share Purchase Right

        Securities registered pursuant to Section 12(g) of the Act: None

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 preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.      Yes  [X]     No
                            ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
           ---

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant was approximately $5.5 billion as of February 28, 2002.

The number of shares of common stock  outstanding  as of February 28, 2002,  was
100,230,860.

                       DOCUMENTS INCORPORATED BY REFERENCE

Specified  sections  of  the  Kerr-McGee   Corporation  2001  Annual  Report  to
Stockholders,  as described herein, are incorporated by reference in Parts I and
II of this Form 10-K. The definitive Proxy Statement for the 2002 Annual Meeting
of  Stockholders,  which has  previously  been  filed  with the  Securities  and
Exchange  Commission  after December 31, 2001, is  incorporated  by reference in
Part III of this Form 10-K.


                             KERR-McGEE CORPORATION
                                     PART I

Items 1. and 2.  Business and Properties

                         GENERAL DEVELOPMENT OF BUSINESS

     Kerr-McGee  Corporation,  an energy and chemical company, had its beginning
in 1929 with the  formation of Anderson & Kerr Drilling  Company.  The company's
predecessor  was  incorporated  in Delaware in 1932. The company has oil and gas
exploration  and production as its base, but has expanded into titanium  dioxide
pigment   manufacturing   and  marketing  and  minerals  mining  and  marketing.
Kerr-McGee owns a large inventory of natural resources that includes oil and gas
reserves and mineral deposits.

     On August 1, 2001,  in  connection  with its  acquisition  of HS Resources,
Inc., the company completed a holding company reorganization in which Kerr-McGee
Operating  Corporation,  which was  formerly  known as  Kerr-McGee  Corporation,
changed its name and became a wholly owned  subsidiary  of the company.  Filings
and  references  in this  Form 10-K to the  company  include  business  activity
conducted  by the  current  Kerr-McGee  Corporation  and the  former  Kerr-McGee
Corporation before it reorganized as a subsidiary of the company and changed its
name to Kerr-McGee Operating Corporation.

     For a discussion of recent business developments,  reference is made to the
Management's  Discussion  and  Analysis  section  in the 2001  Annual  Report to
Stockholders,  which  discussion is incorporated by reference in Item 7, and the
Exploration and Production and Chemicals discussions included in this Form 10-K.

                                INDUSTRY SEGMENTS

     For information as to business  segments of the company,  reference is made
to Note 27 to the Consolidated Financial Statements in the 2001 Annual Report to
Stockholders, which note is incorporated by reference in Item 8.

                           EXPLORATION AND PRODUCTION

     Kerr-McGee  Corporation owns oil and gas operations worldwide.  The company
acquires leases and concessions and explores for, develops, produces and markets
crude  oil and  natural  gas  through  its  subsidiaries,  Kerr-McGee  Operating
Corporation,   Kerr-McGee   Rocky   Mountain   Corporation   and  various  other
subsidiaries.

----------------
     Except as indicated under Items 1 through 3, 5 through 8 and 10 through 14,
no other  information  appearing in either the  company's  2001 Annual Report to
Stockholders  or its 2002 Proxy  Statement is deemed to be filed as part of this
annual report on Form 10-K.


     The  areas  of  Kerr-McGee's   offshore  oil  and  gas  exploration  and/or
production  activities  are the Gulf of Mexico,  North Sea,  Australia,  Brazil,
China,  Thailand,  Canada,  Benin, Morocco and Gabon. Onshore exploration and/or
production operations are in the United States,  Indonesia,  the United Kingdom,
Kazakhstan, Ecuador and Yemen.

     Kerr-McGee's  average daily oil production during 2001 was 197,800 barrels,
a decrease of 4% from 2000. Kerr-McGee's average oil price was $22.58 per barrel
for 2001, compared with $27.64 per barrel for 2000.

     During 2001,  natural gas sales averaged 596 million cubic feet per day, up
12% from 2000 sales.  The 2001 average  natural gas price was $3.83 per thousand
cubic feet, compared with $3.87 per thousand cubic feet for 2000.

     Kerr-McGee  continued to add to its  worldwide  acreage  inventory in 2001.
Gross acreage at year-end 2001 was nearly 85 million  acres,  an increase of 47%
compared with year-end 2000.


Costs  Incurred,  Results of  Operations,  Sales  Prices,  Production  Costs and
--------------------------------------------------------------------------------
Capitalized Costs
-----------------

     Reference  is made to Notes  28,  29 and 30 to the  Consolidated  Financial
Statements  in  the  2001  Annual  Report  to  Stockholders,   which  notes  are
incorporated  by reference  in Item 8. These notes  contain  information  on the
costs  incurred  in crude oil and natural  gas  activities  for each of the past
three years;  results of operations  from crude oil and natural gas  activities,
average sales prices per unit of crude oil and natural gas, and production costs
per  barrel  of oil  equivalent  (BOE)  for each of the past  three  years;  and
capitalized  costs of crude oil and natural gas  activities at December 31, 2001
and 2000.

Reserves
--------

     Kerr-McGee's  estimated proved crude oil,  condensate,  natural gas liquids
and natural gas reserves at December 31, 2001, and the changes in net quantities
of such  reserves  for the three  years  then  ended are shown in Note 31 to the
Consolidated  Financial  Statements in the 2001 Annual  Report to  Stockholders,
which note is incorporated by reference in Item 8.

     From time to time, reports are filed with the Minerals  Management Service,
a bureau of the United States Department of Interior,  relating to the company's
reserves.  The  reserves  reported  in the  Notes to  Financial  Statements  are
consistent with other filings  pertaining to proved reserves.  Minor differences
in gas volumes occur due to different  pressure  bases  required in the reports.
However,  the  differences in estimates do not exceed 5% of the total  estimated
reserves.

Undeveloped Acreage
-------------------

     As of December 31, 2001, the company had interests in  undeveloped  oil and
gas leases in the Gulf of Mexico,  onshore United States, the United Kingdom and
Danish sectors of the North Sea and onshore and offshore in other  international
areas as follows:
                                           Gross                      Net
Location                                  Acreage                   Acreage
--------                                ----------                ----------

United States -
  Offshore                               2,287,368                 1,282,076
  Onshore                                1,630,704                 1,099,694
                                        ----------                ----------
                                         3,918,072                 2,381,770
                                        ----------                ----------

North Sea                                1,880,656                   932,651
                                        ----------                ----------

Other international -
  Morocco                               30,245,687                28,021,741
  Australia                             12,859,130                 5,398,152
  Yemen                                  7,865,997                 3,667,777
  Gabon                                  5,587,049                 1,054,003
  Thailand                               4,861,797                 4,132,526
  Brazil                                 4,412,491                 1,548,631
  Canada                                 3,230,344                 2,501,353
  Benin                                  2,459,439                 2,459,439
  Kazakhstan                             1,474,296                 1,474,296
  China                                  1,323,000                   917,390
  Ecuador                                  383,005                   191,503
                                        ----------                ----------
                                        74,702,235                51,366,811
                                        ----------                ----------

         Total                          80,500,963                54,681,232
                                        ==========                ==========

Developed Acreage
-----------------

     At December 31, 2001,  the company had  interests in developed  oil and gas
acreage in the Gulf of Mexico,  onshore United States, the United Kingdom sector
of the North Sea,  and onshore  and  offshore  in other  international  areas as
follows:
                                           Gross                      Net
Location                                  Acreage                   Acreage
--------                                 ---------                 ---------

United States -
  Offshore                                 586,015                   276,159
  Onshore                                1,494,066                   915,624
                                         ---------                 ---------
                                         2,080,081                 1,191,783
                                         ---------                 ---------

North Sea                                  518,788                   148,987
                                         ---------                 ---------

Other international -
  Indonesia                              1,319,042                   395,713
  Ecuador                                  484,326                   242,163
  China                                     70,028                    17,156
  Kazakhstan                                 1,000                     1,000
                                         ---------                 ---------
                                         1,874,396                   656,032
                                         ---------                 ---------

         Total                           4,473,265                 1,996,802
                                         =========                 =========


Net Exploratory and Development Wells
-------------------------------------

     Domestic and  international  exploratory  and  development  wells that were
completed as successful  or dry holes during the three years ended  December 31,
2001,  are  summarized  in the following  tables.  However,  the following  2001
exploratory  net well count does not include 34.10  successful  net wells (12.78
United States,  9.00 North Sea and 12.32 Other  international) that were drilled
in  2001  but  are  currently  suspended.   These  wells  along  with  suspended
development  wells are included in the total wells  temporarily  suspended or in
the process of drilling as shown on the next page.

                                       2001         2000         1999
                                       ----         ----         ----

Exploratory Wells - Net(1)
  United States
    Productive                          2.39        1.25         1.70
    Dry holes                           4.60        2.75         2.15
                                       -----       -----         ----
                                        6.99        4.00         3.85
                                       -----       -----         ----
  North Sea
    Dry holes                           2.40        4.66          .80
                                       -----       -----         ----

  Other international
    Dry holes                           4.43        3.13          .80
                                       -----       -----         ----
      Total                            13.82       11.79         5.45
                                       =====       =====         ====



Development Wells - Net(1)
  United States
    Productive                        107.29       34.85        34.87
    Dry holes                           6.30        3.09         5.38
                                      ------       -----        -----
                                      113.59       37.94        40.25
                                      ------       -----        -----
  North Sea
    Productive                         16.08        8.44         9.31
    Dry holes                              -        1.85          .51
                                      ------       -----        -----
                                       16.08       10.29         9.82
                                      ------       -----        -----

  Other international
    Productive                          5.25        4.50         2.05
    Dry holes                            .30         .50            -
                                      ------       -----        -----
                                        5.55        5.00         2.05
                                      ------       -----        -----
      Total                           135.22       53.23        52.12
                                      ======       =====        =====

(1)Net Wells - The total of the company's fractional working interests in "gross
   wells" expressed as the equivalent number of full-interest wells.

Gross and Net Wells
-------------------

     The  number of  productive  oil and gas wells in which the  company  had an
interest at December  31, 2001,  is shown in the  following  table.  These wells
include  1,992  gross or 823.56  net wells  associated  with  improved  recovery
projects  and 2,355 gross or 2,191.97 net wells that have  multiple  completions
but are included as single wells.

                                  Gross              Net
Location                          Wells             Wells
--------                          -----           --------

Crude Oil
  United States                   4,034           2,652.97
  North Sea                         372              88.13
  Ecuador                            61              30.50
  Indonesia                          47              14.10
  China                              25               6.13
  Kazakhstan                         16               8.00
                                  -----           --------
                                  4,555           2,799.83
                                  -----           --------

Natural Gas
  United States                   2,702           2,048.09
  North Sea                           5                .40
                                  -----           --------
                                  2,707           2,048.49
                                  -----           --------

    Total                         7,262           4,848.32
                                  =====           ========

Wells in Process of Drilling
----------------------------

     At year-end 2001, the company had wells classified as temporarily suspended
or in the process of drilling as follows:

                                  Gross              Net
                                  Wells             Wells
                                  -----             ------

     United States                 111               61.71
     North Sea                      62               36.48
     China                          24               17.09
     Indonesia                      21                6.30
     Australia                       7                2.03
     Ecuador                         6                3.00
                                   ---              ------

         Total                     231              126.61
                                   ===              ======

Crude Oil and Natural Gas Sales
-------------------------------

     The following  table  summarizes  the sales of the company's  crude oil and
natural gas production for the past three years:

(Millions)                                   2001         2000          1999
                                          --------     --------      --------

Crude oil and condensate - barrels
  United States                               28.4         27.0          29.0
  North Sea                                   37.2         43.1          38.4
  Other international                          6.6          5.5           5.4
                                          --------     --------      --------
                                              72.2         75.6          72.8
                                          ========     ========      ========

Crude oil and condensate
  United States                           $  625.5     $  742.6      $  489.0
  North Sea                                  865.6      1,205.0         687.2
  Other international                        139.9        143.0          80.0
                                          --------     --------      --------
                                          $1,631.0     $2,090.6      $1,256.2
                                          ========     ========      ========

Natural gas - Mcf
  United States                              194.9        168.9         191.0
  North Sea                                   22.8         25.4          20.7
                                          --------     --------      --------
                                             217.7        194.3         211.7
                                          ========     ========      ========

Natural gas
     United States                        $  777.2     $  693.7      $  459.7
     North Sea                                56.2         58.8          43.8
                                          --------     --------      --------
                                          $  833.4     $  752.5      $  503.5
                                          ========     ========      ========


Sales of Production
-------------------

     All of the  company's  crude oil and natural gas is sold at market  prices.
Kerr-McGee  has  contracted  with  several  energy  marketing  companies to sell
substantially  all of  its  domestic  crude  oil  and  natural  gas  production.
International  crude oil and natural gas is sold both under contract and through
spot market sales in the geographic area of production.

     Kerr-McGee's single largest purchaser of natural gas is Cinergy Marketing &
Trading,  LP, whose  purchases are guaranteed by their parent  company,  Cinergy
Corporation.  Additionally,  Kerr-McGee  maintains credit risk insurance on this
single-customer exposure.

     Kerr-McGee's  single largest  purchaser of crude oil is Texon,  L.P., whose
payments are guaranteed by letters of credit.

Improved Recovery
-----------------

     The company continues to initiate and/or  participate in  improved-recovery
projects where geological, engineering and economic conditions are favorable. As
of  December   31,   2001,   the  company   was   participating   in  32  active
improved-recovery  projects located principally in Texas,  Oklahoma,  New Mexico
and the United Kingdom sector of the North Sea. Most of the company's  improved-
recovery operations incorporate water injection.

Exploration and Development Activities
--------------------------------------

Gulf of Mexico

     Since 1947,  the Gulf of Mexico has been a focal area for  Kerr-McGee,  and
represented  33% of Kerr-McGee's  oil and gas production in 2001.  Kerr-McGee is
one of the  largest  independent  producers  in  the  Gulf  of  Mexico  and  has
significantly  expanded its deepwater  exploration,  exploitation and production
activities in that area.

     In 2001,  Kerr-McGee was among the most active companies bidding at federal
lease sales for Gulf of Mexico acreage. Through its participation in the Central
and Western Gulf of Mexico lease  sales,  Kerr-McGee  acquired an interest in 71
blocks, or 395,830 acres. Additionally, Kerr-McGee was a participant in the high
bids on 16 blocks,  or 92,160  acres,  at the Eastern  Gulf of Mexico lease sale
held in December 2001.

     During 2001, Kerr-McGee leveraged a portion of its deepwater Gulf of Mexico
acreage in a joint venture arrangement with Ocean Energy, Inc. (Ocean), covering
181 blocks.  Kerr-McGee and Ocean expect to drill  approximately  15 exploratory
wells during the next three to four years on these  leases,  with Ocean paying a
disproportionate share of drilling costs for its interest in the venture.

     Kerr-McGee  participated  in the drilling of 27  exploration  and appraisal
wells  during  2001 in the  deepwater  Gulf of Mexico.  Several  new fields were
discovered, including Red Hawk, Garden Banks 877; Garden Banks 244; Navajo, East
Breaks 690 and Balboa,  East Breaks 597.  Appraisal  drilling included follow-up
wells to these  discoveries  as well as the  conclusion on the appraisal work at
the Gunnison and Durango  fields.  Red Hawk  represents  the first prospect in a
multi-well   deepwater  joint  venture  program  initiated  in  2001,  with  two
additional wells drilling at the end of 2001. The exploration  program continued
to be a mix of satellites near existing  fields and larger  prospects that would
support the development of new infrastructure.

     Kerr-McGee's  development  activity in the deepwater Gulf of Mexico reached
record  levels  in 2001 in terms of  capital  expenditures,  wells  drilled  and
construction activity. Major projects included the Nansen, Boomvang and Gunnison
spar  developments,  additional  drilling at the Neptune and Pompano fields, and
production  increases at the Conger and Northwestern  fields. A summary of these
and other major producing fields follows:

     Nansen field,  East Breaks blocks 602 and 646 (50%):  First production from
this field was achieved in January  2002 from the first of three  subsea  wells.
The  Kerr-McGee-operated  field was developed utilizing a 90-foot-diameter truss
spar along with a subsea well  cluster.  The truss spar  development  concept is
based  on  the   successful   application   of  the  spar   technology   at  the
Kerr-McGee-operated  Neptune  field.  The  capacity  of the truss spar is 40,000
barrels of oil per day and 200  million  cubic  feet of gas per day.  This field
will be produced with 12 wells.  Nine wells will be produced from the spar,  and
three  additional  wells  from  the  subsea  cluster.  The oil and gas is  being
delivered  to markets  along the Texas gulf coast  through the new BANGO and Sea
Hawk gathering systems.

     Boomvang  field,  East Breaks blocks 642, 643 and 688 (30%):  This field is
being  developed  with  another  90-foot-diameter  truss spar on block 643.  Two
subsea  clusters will produce  reserves in blocks 642 and 688. The Boomvang spar
will have a capacity of 40,000 barrels of oil per day and 200 million cubic feet
of gas per day and will deliver  products into the BANGO and Sea Hawk  gathering
systems.  Production  from  Boomvang  is  expected  to begin  late in the second
quarter of 2002.

     Gunnison field, Garden Banks block 668 area (50%): Garden Banks blocks 667,
668 and 669 were  delineated  with four wells and  sidetracks  during 2001.  The
field   development  was  approved  in  October  2001  and  will  incorporate  a
98-foot-diameter  truss spar, a facility with capacity to process 40,000 barrels
of oil per day and 200 million cubic feet per day, six dry-tree  wells and three
subsea  wells.  First  production  is expected  in early 2004.  The spar will be
located in 3,100 feet of water.

     Conger field,  Garden Banks 215 (25%):  Average 2001 gross  production from
the Conger field was 24,500  barrels of oil per day and 91 million cubic feet of
gas per day. Gas  production  from the Conger field began in December  2000 from
one well. Two additional  wells were completed in 2001, with average  production
increasing  to 27,000  barrels of oil per day and 125 million  cubic feet of gas
per day. The three-well subsea development uses the  highest-pressure  multiwell
subsea  production trees installed to date in the Gulf of Mexico.  It is located
in approximately 1,460 feet of water.

     Northwestern  field,  Garden  Banks 200 and 201 (25%):  Average  2001 gross
production from the Northwestern field was 83 million cubic feet of gas per day.
Production  from the  Northwestern  field began in November  2000. The field was
developed  with two  subsea  wells tied back to the  Kerr-McGee-operated  Garden
Banks 65 field  platform.  One additional well located in Garden Banks block 201
is presently being drilled.

     Baldpate field, Garden Banks 260 area (50%):  Average 2001 gross production
from the Baldpate field,  including the Penn State field subsea  satellite wells
(50%),  was 48,500  barrels of oil per day and 145 million cubic feet of gas per
day.  The  field is  located  in 1,690  feet of water and is  producing  from an
articulated compliant tower.

     Neptune field,  Viosca Knoll 826 area (50%):  Average 2001 gross production
from the Neptune  field was 13,800  barrels of oil per day and 28 million  cubic
feet of gas per day.  During 2001 three  successful  wells were drilled from the
Neptune spar location.  Two wells were placed on line at 4,000 and 3,400 barrels
of oil per day.  The third well was  completed  in early  2002 and is  producing
4,200 barrels of oil per day and 4 million cubic feet of gas per day. An earlier
well was  recompleted  in late 2001 and is expected to produce  1,500 barrels of
oil per day.  The  Neptune  field was  developed  utilizing  the  world's  first
production spar.

     Pompano field,  Viosca Knoll 989 area (25%):  Average 2001 gross production
for the field was 30,600 barrels of oil per day and 51 million cubic feet of gas
per day. An active  drilling  program in 2001  resulted  in a subsalt  discovery
well,  which is producing 8,000 barrels of oil per day and 30 million cubic feet
of gas per day.  Another well is presently  being  completed in the upper of two
sands  discovered by this subsalt  discovery well. An offset well on Mississippi
Canyon block 29 (22%)  resulted in a Miocene  discovery  that will be on line in
early 2002.  Several additional subsalt wells are expected to be drilled in 2002
from the Pompano platform.

     Breton  Sound 20 (100%):  A successful  well on block 22 had initial  gross
production  of 5 million  cubic feet of gas per day. The Breton Sound 20 field's
gross  production  for 2001 averaged  3,100 barrels of oil per day and 8 million
cubic feet of gas per day.

     Main Pass 94 (50%): A successful  exploitation  well (33%) in the Main Pass
94 field  resulted in reserve  additions of 10 billion  cubic feet of gas.  This
well encountered 24 feet of net gas pay in the 5,400 feet sand. Production began
in January 2002 at an initial rate of 15 million cubic feet of gas per day.

     Main  Pass 108  (75%):  Exploitation  activity  in the Main  Pass 108 field
increased  gross  production  to 40 million  cubic feet of gas per day and 2,200
barrels of oil per day. A  development  well (50%) is in  progress  on Main Pass
108.

     Matagorda  Island  605/606  (45.8%):  Successful  drilling  and  completion
operations  concluded with a single  development  well at Matagorda  Island 606.
This  dual-completion well is currently flowing 10 million cubic feet of gas per
day.

     East  Cameron  380 (50%):  A  successful  single  subsea  exploration  well
encountered  36 feet of net pay in the  5,800-foot  sand.  Initial flow began in
February 2002 after the installation of the flowline and subsea umbilical.  This
well will be tied back to the East  Cameron  373  facility  and is  expected  to
produce in excess of 10 million cubic feet of gas per day.

North Sea

     Kerr-McGee has been active in the North Sea area since 1976. As of December
31, 2001,  Kerr-McGee had interests in 32 producing fields in the United Kingdom
sector. In 2001, North Sea production represented 52% of the company's worldwide
liquids production and 10% of its gas sales.

     A key event for the United Kingdom  operations in 2001 was first production
from the 100%  Kerr-McGee-owned  and  operated  Leadon  field,  blocks 9/14a and
9/14b. The field was developed with a floating production storage and offloading
(FPSO) vessel, with first oil achieved in November 2001.

     Another  significant  2001  event  in  this  area  was  the  discovery  and
subsequent project sanction of the Tullich field, block 9/23a (100%). Tullich is
being  developed  using a  subsea  tieback  to the  Kerr-McGee-operated  Gryphon
facility, with first oil expected in late 2002.

     The nonoperated Maclure field, block 9/19 (33.3%) received project sanction
in 2001.  Maclure will be a subsea  tieback to the  Kerr-McGee-operated  Gryphon
facility.  Kerr-McGee  purchased  its  interest in Maclure as part of the Repsol
acquisition  in 2000.  The  field's oil  production  will be exported by shuttle
tanker from the Gryphon  FPSO and gas will be piped to the Leadon  facility  for
fuel  usage  and/or  sold from the St.  Fergus  terminal.  First  production  is
anticipated by late 2002.

     The Skene field,  block 9/19 (33.3%)  began  production  in December  2001.
Skene is a subsea  satellite to the Beryl field and was purchased as part of the
Repsol acquisition.  Oil is exported via shuttle tanker from the Beryl platform,
and gas is piped to shore via the SAGE pipeline.

     The company's North Sea exploration  program  included six wildcat wells in
2001.  Discoveries  were made at Tullich;  Blue Sky, block 9/23a and Blue Sky 2,
block  9/23a.  An  exploration  well was drilled on the Jessie  prospect,  block
30/17a, and this oil accumulation requires further appraisal.

     Following is a summary of the  company's  five key North Sea  developments,
which  contributed  approximately  57%  of the  region's  total  net  production
(Kerr-McGee-operated unless stated otherwise):

     Harding  field,  block 9/23b (25%):  Equity in this  nonoperated  field was
acquired  from  Repsol  at the  start of 2000.  Gross  production  rates in 2001
averaged 59,200 barrels of oil per day. The Harding field is being produced with
a jack-up  rig,  and the oil is exported by shuttle  tanker.  The Harding  field
provides   Kerr-McGee  with  additional   infrastructure  in  the  strategically
important  Quad 9 area of the North Sea.  Within the same  quadrant,  Kerr-McGee
also has equity interests in the Gryphon, block 9/18b; Leadon;  Buckland,  block
9/18a; Skene; Maclure;  Birse, block 9/14a; Glassel,  block 9/14a; Tullich; Blue
Sky and Blue Sky 2 fields.

     Ninian field, blocks 3/3 and 3/8 (44.9%):  The Ninian field consists of two
steel and one concrete  jacket  platforms  producing  from a  combination  of 81
production  and  injection  wells.  Oil is exported to the Sullom Voe  Terminal.
During  2001,  the field  produced an average of 35,200  barrels of oil per day.
Ninian field receives  significant tariff income from the Columba fields,  Lyell
and Strathspey.

     Janice field,  block 30/17a  (50.9%):  In 2001,  the Janice field  produced
21,400 barrels of oil per day and more than 3 million cubic feet of gas per day.
Production in 2001 was enhanced by the northwest pod well (88.7%), which came on
stream in December 2001 at an initial rate of 6,000 barrels of oil per day.

     Brae  area,  blocks  16/7a,  16/7b,  16/3a  and  16/3b  (8% -  10%):  Gross
production  rates in 2001 were  52,400  barrels  of oil per day and 562  million
cubic feet of gas per day. The Brae area is produced  with three  platforms  and
two subsea templates.  Oil is exported to the Forties pipeline to Kinneil,  with
gas production piped to shore via the SAGE pipeline.

     Gryphon  field,  block  9/18b  (61.5%):  Gryphon was the first field in the
North Sea to use a permanently  moored FPSO vessel.  In 2001,  field  production
averaged 17,900 barrels of oil per day. Production in 2001 was enhanced by South
Gryphon  (71.1%)  coming  onstream  in August  2001 at an initial  rate of 6,000
barrels of oil per day.

U.S. Onshore

     Kerr-McGee  added operations in the Rocky Mountains with the acquisition of
HS Resources on August 1, 2001. The transaction added 1.3 trillion cubic feet of
proved gas equivalent  reserves  primarily in the Wattenberg  field near Denver,
one of the nation's fastest-growing markets.

     The acquisition of these highly efficient operations balanced  Kerr-McGee's
portfolio with  long-lived  natural gas assets that offer low-risk  exploitation
opportunities.  Thousands  of projects,  such as drilling  new wells,  hydraulic
refracturing  and well  recompletions  have been identified and engineered.  The
Rocky  Mountain  region's  production for the last five months of 2001 increased
the company's  average annual production by 3,400 barrels of oil and natural gas
liquids per day and 70 million cubic feet of gas per day.

     Since the acquisition on August 1, 2001, the company has undertaken a total
of 243 individual  development  activities in the Denver-Julesburg  (D-J) Basin.
These  consisted  of 126  formation  refracturings,  58 new  drilled  wells,  36
deepenings  of existing  wells to new horizons and 23  miscellaneous  activities
such as recompletions.  As anticipated,  the J Sand infill program has continued
to  supply  low-risk  and  substantive   development   drilling  and  completion
opportunities,  while the more  aggressive  refracturing  program  continues  to
generate consistent results well within economic targets. Further testing of the
Dakota  formation  in  combination  with the J Sand infill  drilling  program is
supplying much of the missing geologic data for this elusive but often prolific,
deeper horizon.

     In  addition to its ongoing  D-J Basin  exploitation  program,  the company
continued the successful  integration of the Wattenberg  Gathering  System (WGS)
into its operating activities.  Kerr-McGee operates more than 3,000 wells in the
D-J Basin, nearly 1,800 of which are connected to the WGS. The company- operated
production  represents  about  70% of  the  total  system  daily  throughput  of
approximately 245 million cubic feet of natural gas per day.

     Kerr-McGee continues to conduct production  operations in Texas,  Oklahoma,
New  Mexico  and  Louisiana.   Following  is  a  summary  of  key  U.S.  onshore
developments in these areas:

     Flores and  Jeffress  fields,  Starr and  Hidalgo  counties,  Texas  (80%):
Twenty-four  wells were completed during 2001.  Kerr-McGee's net production from
both fields for 2001 averaged  1,950 barrels of oil per day and 32 million cubic
feet of gas per day.

     Chambers  County,  Texas (75%):  In 2001,  Kerr-McGee  acquired a leasehold
covering 12,500 net acres and 137 square miles of 3-D seismic data. One well was
drilled and  completed in the Willow  Slough field during 2001,  and  additional
development is planned for 2002.

     Mocane-Laverne field, Harper and Beaver counties,  Oklahoma (60%): The 2001
development program consisted of 22 wells. In March 2001,  Kerr-McGee  completed
an exchange with Anadarko of noncore assets for assets in Mocane-Laverne  field,
which resulted in the company owning  approximately  17,100 additional net acres
in this field.  Development of the new acreage began in 2001.  Kerr-McGee's  net
production for 2001 from the field was 18 million cubic feet of gas per day.

     Indian Basin field,  Eddy County,  New Mexico (55%):  Five producing  wells
were drilled and completed  during 2001.  Additional  development is planned for
2002.  Kerr-McGee's  net production  from the field was 24 million cubic feet of
gas per day in 2001.

Other International

     In 2001,  Kerr-McGee  continued its exploration  and production  efforts in
selected  international  areas. A summary of  developments  follows and includes
activities in Ecuador,  Kazakhstan and the Bayu-Undan project in Australia,  all
of which are noncore areas that the company plans to exit.

China:

     Liuhua 11-1 field,  South China Sea (24.5%):  Gross production for 2001 was
16,200  barrels of oil per day. One sidetrack was completed in 2001,  with three
more planned for 2002.

     Bohai Bay  block  04/36  (81.8%):  During  2001,  Kerr-McGee  continued  to
appraise the CFD 11-1  discovery  made in late 1999 by drilling five  successful
appraisal  wells.  An additional  discovery,  the CFD 11-2, was also made during
2001. The 11-2-1  exploration well was completed in 2001 as an oil discovery and
is located  approximately  three miles southeast of the CFD 11-1 discovery.  Two
successful appraisal wells to the 11-2-1 were completed in 2001.

     Bohai Bay block 05/36 (50%): During 2001,  Kerr-McGee continued to appraise
the CFD 12-1 discovery made in 2000 by drilling four successful appraisal wells.
An additional  discovery,  the CFD 12-1S, was also made during 2001. The 12-1S-1
well was  completed  in late  2001 as an oil and gas  discovery  and is  located
approximately four miles south of the CFD 12-1 discovery. A successful appraisal
well to the 12-1S-1 was  completed in late 2001.  Possible  tiebacks to the 11-1
discovery in the 04/36 block are currently being considered.

     Bohai Bay block 09/18 (100%):  This block  includes more than 550,000 acres
and is located south of Kerr-McGee-operated  blocks 04/36 and 05/36. Block 09/18
has similar  play  concepts  as recent  discoveries  on blocks  04/36 and 05/36.
Seismic data has been acquired and is being processed.

Indonesia:

     Jabung block,  Sumatra (30%): This 1.7 million-acre block consists of seven
oil and gas fields. Five fields are currently on production. Production from the
Jabung block averaged 22,000 gross barrels of oil per day in 2001.

     On February 12, 2001, the Singapore  Power  Authority  approved a gas sales
agreement with the Jabung  participants  to supply 900 billion cubic feet of gas
for power generation  beginning August 13, 2003.  Several  exploration wells are
planned  for 2002 and 400  kilometers  of seismic  data will be acquired to help
delineate   additional   exploration   targets  in  preparation  for  the  final
relinquishment  scheduled for February  2003. An active  development  program is
planned to ensure production is maintained.

Ecuador:

     Block 7:  Coca-Payamino,  Gacela,  Lobo,  Jaguar,  Oso and Mono  (all  50%)
comprise  Kerr-McGee's  producing  fields  in this  block.  Production  averaged
approximately  14,700 gross  barrels of oil per day in 2001.  Three wells in the
Coca-Payamino  field and one well in the Oso area were drilled in 2001. All four
were successful, with an initial combined rate of 8,100 gross barrels of oil per
day. At year-end,  production  was 3,475 gross barrels of oil per day (excluding
Oso #2).

     Block 21 (50%):  Government  approval of the development  plan was received
and facilities  design and installation is on going.  Acquisition of 3-D seismic
was completed in 2001 and processing was completed in January 2002.

     OCP  Pipeline  (2.01%):  Kerr-McGee  is a member  of a  consortium  that is
building a new heavy-oil  export pipeline in Ecuador.  Pipeline  installation is
ongoing  and is expected to be  completed  by  mid-2003.  This  pipeline  should
increase Ecuador's total production capacity by approximately 450,000 barrels of
oil per day,  allowing for the continued  expansion of activities in the Oriente
Basin.

Kazakhstan:

     Arman Joint Venture (50%): The Arman field lies along the eastern coastline
of the Caspian Sea  approximately  300 kilometers north of Aktau. In 2001, gross
production averaged 5,400 barrels of oil per day.

     Caspian Pipeline  Consortium  (1.75%):  The Caspian Pipeline  Consortium is
constructing  a pipeline  from the Caspian Sea to the Black Sea to increase  the
export capacity from western Kazakhstan.  The first tanker was loaded in October
2001. Final construction and implementation of the pipeline is expected in 2002.

     Mertvyi Kultuk  (100%):  The  company-operated  Mertvyi Kultuk block covers
approximately  2.3 million acres and is located in the Ust-Yurt  Basin along the
northeastern  shore  of the  Caspian  Sea in  Kazakhstan.  The  2001  activities
included  a  continued  effort to  farmout  the block in an  attempt to drill an
exploration well.

Australia:

     Bayu-Undan field (11.2%): The Bayu-Undan gas-condensate field is located in
the Zone of Cooperation Area of the Timor Sea between  Australia and East Timor.
Project  sanction  was  received  from  regulatory  agencies in  February  2000.
Procurement  and  fabrication of the major  components  continued  through 2001.
Bottom-hole  locations for the proposed  development  wells were  approved,  and
drilling is scheduled to begin in 2002.

     WA 278-P (39%):  The final two  commitment  wells were drilled during 2001,
and both were plugged and abandoned as dry holes. A retention lease  application
is currently being developed for the areas around the Prometheus and Rubicon gas
discoveries in block WA 278-P.

     WA 295  (50%):  Kerr-McGee  operates  this  3.5  million-acre  block in the
Carnarvon  basin.  Acquisition  of  4,800  kilometers  of 2-D  seismic  data was
completed.  Interpretation  of the data has begun,  and exploration  drilling is
anticipated  to begin in late 2002 or early 2003,  with the  initial  well to be
located in 4,500 feet of water.

Yemen:

     Block 50 (47.5%):  Kerr-McGee  closed the Sana'a office after  transferring
operatorship  to Nexen Inc. The Zamakh-1 well was drilled in August 2001 and was
plugged and abandoned as a dry hole. The well was 100% funded by Nexen.

     Block 51  (43.8%):  One  well  was  drilled  in 2001  and was  plugged  and
abandoned as a dry hole.  Based on the results of the well,  Kerr-McGee  elected
not to enter Phase II of the contract.

Brazil:

     BS-1 (40%): In March 2001, an exploration well was drilled in 5,400 feet of
water to a total depth of 12,215 feet encountering  sub-commercial quantities of
oil. The concession  contract was extended for two more years, and a second well
is expected to be drilled in 2002 to evaluate a separate prospect. Kerr-McGee is
operator of this 2.2 million-acre block.

     BM-S-3 (30%):  This deepwater  Santos Basin block covers 1.6 million acres.
Additional  seismic  is  planned  for 2002,  which  may lead to a 2003  drilling
campaign.

     BM-ES-9  (30%):  This offshore  block was acquired in 2001 and extends over
550,000 acres in the Espirito  Santo basin in water depths ranging from 4,400 to
9,600 feet. 3-D seismic will be acquired during 2002.

Gabon:

     Anton and Astrid Marin blocks (14%):  Located  offshore  along the southern
coast of Gabon,  the Anton and Astrid Marin  blocks  total 3.1 million  acres in
water depths  ranging from 6,000 feet to more than 10,000  feet.  Activities  in
2001 included drilling four exploratory wells, none of which were successful.

     Olonga  Marin  (25%):  Kerr-McGee  and  partners  plan to  conduct  seismic
operations after 2002.

Morocco:

     Cap Draa Haute Mer block (25%): Kerr-McGee and partners have an exploration
contract  covering  approximately 3 million acres along the deepwater shelf edge
offshore Morocco,  in water depths from 650 to 6,500 feet. A 3-D seismic program
was  partially  acquired in 2001,  and the  remaining  portion is expected to be
acquired in 2002.

     Boujdour   block   (100%):   In  October   2001,   Kerr-McGee   acquired  a
reconnaissance  permit covering  approximately 27 million acres offshore Morocco
from the  shoreline  to a water depth of more than 10,000 feet.  Geological  and
geophysical studies are planned for 2002.

Benin:

     Block 4 (100%):  Kerr-McGee  owns a 100%  working  interest  in 2.5 million
acres offshore Benin.  Water depth on this block ranges from 300 to 10,000 feet.
Plans are under way to select a site for a well  anticipated  to be  drilled  in
late 2002 or early 2003.

Nova Scotia, Canada:

     EL 2383, EL 2386, EL 2393 and EL 2396 (50%): Kerr-McGee is operator of four
deepwater blocks covering  approximately 1.5 million acres offshore Nova Scotia,
Canada,  in water depth  ranging  from 500 to 9,200 feet.  A 3-D seismic  survey
across two of the blocks was interpreted in 2001.

     EL 2398,  EL 2399 and EL 2404 (100%):  These blocks  covering more than 1.8
million acres are in water depth ranging from 350 to 10,000 feet. A regional 2-D
seismic  program was  interpreted in 2001, and additional 2-D seismic is planned
for 2002.

Thailand:

     Block  W7/38,  Andaman Sea (85%):  Kerr-McGee  was the operator of this 4.9
million-acre  block.  The license for this block expired on March 20, 2002,  and
the company no longer has an interest in Thailand.


                                    CHEMICALS

     Kerr-McGee  Corporation's  chemical  operations  consist  of  two  segments
(pigment  and other) that  produce and market  inorganic  industrial  chemicals,
heavy minerals and forest products through its subsidiaries  Kerr-McGee Chemical
LLC, KMCC Western  Australia Pty.  Ltd.,  Kerr-McGee  Pigments GmbH,  Kerr-McGee
Pigments Limited,  Kerr-McGee  Pigments  (Holland) B.V. and Kerr-McGee  Pigments
(Savannah)  Inc.  Many of these  products  are  manufactured  using  proprietary
technology developed by the company.

     Industrial chemicals include titanium dioxide,  synthetic rutile, manganese
dioxide and sodium  chlorate.  Heavy  minerals  produced are  ilmenite,  natural
rutile,   leucoxene  and  zircon.  Forest  products  operations  treat  railroad
crossties and other hardwood products and provide other wood-treating services.

     In January 2001, the company acquired the 20% minority  interest that Bayer
A.G. held in Kerr-McGee's titanium pigment facilities in Uerdingen, Germany, and
Antwerp, Belgium, for $24 million. Kerr-McGee acquired its original 80% interest
in the  Uerdingen and Antwerp  facilities  from Bayer A.G. in March 1998 with an
option to purchase the remaining 20%.

     On February 16, 2001, the company  announced  plans to cease  production of
manganese metal at its Hamilton,  Mississippi,  facility due to softening prices
caused by low-priced  imports.  The company took an after-tax  special charge of
$16  million  for plant  and  equipment  write-offs  and  other  closing  costs,
including severance.

     The company  announced  on May 14,  2001,  the  formation  of a 50/50 joint
venture with  Hydro-Quebec  (Canada's  largest electric company) to optimize and
market a  solid-state  lithium-metal-  polymer  power cell.  The joint  venture,
Avestor Limited  Partnership,  will  commercialize a next-generation  power cell
capable of serving the  telecommunications,  utility peak shaving,  and electric
and hybrid-electric vehicle markets.

     On November 16,  2001,  the company  announced  the closing of its titanium
dioxide pigment plant in Antwerp, Belgium. The closing was part of the company's
strategy to improve  production  efficiencies  for titanium  dioxide and enhance
margins by rationalizing assets. As a result of the closure, the company took an
after-tax  special  charge  of  $28  million,  which  includes  dismantling  and
severance cost.

Titanium Dioxide Pigment
------------------------

     The company's  primary chemical product is titanium dioxide pigment (TiO2),
a white  pigment used in a wide range of products,  including  paint,  coatings,
plastics and paper.  TiO2 is used in these  products  for its unique  ability to
impart whiteness, brightness and opacity.

     Titanium dioxide pigment is produced in two crystalline  forms - rutile and
anatase.  The rutile form has a higher  refractive  index than anatase  titanium
dioxide,  providing better opacity and tinting strength. Rutile titanium dioxide
products also provide a higher level of durability  (resistance to  weathering).
In general,  the rutile form of titanium  dioxide is preferred for use in paint,
coatings,  plastics and inks.  Anatase  titanium  dioxide is less  abrasive than
rutile and is  preferred  for use in  fibers,  rubber,  ceramics  and some paper
applications.

     Titanium dioxide is produced using one of two different  technologies,  the
chloride process and the sulfate process, both of which are used by Kerr-McGee.

     Because of market considerations,  chloride-process  capacity has increased
at a substantially  higher level than sulfate process  capacity over the past 20
years.  The  chloride  process  currently  makes up about 60% of total  industry
capacity.

     The company  produces TiO2 pigment at five production  facilities.  Two are
located  in the  United  States,  the  others  in  Australia,  Germany  and  the
Netherlands.  The  chloride  process  accounts  for  approximately  73%  of  the
company's  production  capacity.  The  following  table  outlines the  company's
production capacity by location and process.

                                  TiO2 Capacity
                              As of January 1, 2002
                                (Tonnes per Year)

      Facility                             Capacity        Process
-----------------------------              --------        --------

Hamilton, Mississippi                       188,000        Chloride
Savannah, Georgia                            91,000        Chloride
Kwinana, Western Australia(1)                95,000        Chloride
Botlek, Netherlands                          62,000        Chloride
Uerdingen, Germany                          105,000        Sulfate
Savannah, Georgia                            54,000        Sulfate
                                            -------

         Total                              595,000
                                            =======

(1)The Kwinana Facility is part of the Tiwest Joint Venture, in which the
   company owns a 50% interest.

     The  company  owns a 50%  interest  in a joint  venture  that  operates  an
integrated  TiO2 project in Western  Australia (the Tiwest Joint  Venture).  The
venture  consists of a heavy-minerals  mine, a mineral  separation  facility,  a
synthetic rutile facility and a titanium dioxide plant.

     Heavy  minerals  are mined from  21,036  acres  leased by the Tiwest  Joint
Venture. The company's 50% interest in the properties' remaining in-place proven
and probable  reserves is 5.8 million tonnes of heavy minerals  contained in 200
million  tonnes of sand  averaging  2.8%  heavy  minerals.  The  valuable  heavy
minerals are composed of 60.9%  ilmenite,  10.7% zircon,  4.4% rutile,  and 3.3%
leucoxene, with the remaining 20.7% of heavy minerals presently having no value.

     Heavy-mineral   concentrate  from  the  mine  is  processed  at  a  750,000
tonne-per-year  dry separation plant. Some of the recovered ilmenite is upgraded
at an  adjoining  synthetic  rutile  facility,  which has a capacity  of 200,000
tonnes per year.  Synthetic rutile is a high-grade  titanium dioxide  feedstock.
Synthetic  rutile from the Tiwest Joint Venture  provides  feedstock to a 95,000
tonne-per-year  titanium  dioxide plant located at Kwinana,  Western  Australia.
Production of ilmenite, synthetic rutile, natural rutile and leucoxene in excess
of the Tiwest Joint Venture's requirements is purchased by Kerr-McGee as part of
the  feedstock  requirement  for its TiO2 business  under a long-term  agreement
executed in September 2000.

     Information regarding heavy-mineral reserves, production and average prices
for the three years ended  December  31, 2001,  is  presented  in the  following
table.  Mineral  reserves in this table  represent the  estimated  quantities of
proven and probable ore that,  under presently  anticipated  conditions,  may be
profitably  recovered and processed for the extraction of their mineral content.
Future production of these resources  depends on many factors,  including market
conditions and government regulations.

                  Heavy-Mineral Reserves, Production and Prices

(Thousands of tonnes)                    2001        2000         1999
---------------------                   -----       -----        -----

Proven and probable reserves            5,800       6,700        5,800
Production                                280         293          199
Average market price (per tonne)         $143        $145         $131


     The company also operates a synthetic rutile production facility located in
Mobile,  Alabama.  This facility,  with an annual production capacity of 200,000
tonnes per year,  provides a portion of the feedstock for the company's titanium
dioxide business.

     Titanium-bearing  ores used for the  production  of TiO2 include  ilmenite,
natural rutile,  synthetic rutile,  titanium-bearing  slag and leucoxene.  These
products are mined and processed in many parts of the world. In addition to ores
purchased from the Tiwest Joint Venture,  the company  obtains ores for its TiO2
business from a variety of suppliers in the United  States,  Australia,  Canada,
South Africa,  Norway and Ukraine. Ores are generally purchased under multi-year
agreements.

     The global market in which the company's titanium dioxide business operates
is highly competitive. The company actively markets its TiO2 utilizing primarily
direct sales but also through a network of agents and distributors.  In general,
products  produced  in a given  market  region  will be sold  there to  minimize
logistical costs.  However, the company actively exports products,  as required,
from its facilities in the United  States,  Europe and Australia to other market
regions.

     Titanium dioxide  applications are technically  demanding,  and the company
utilizes a strong  technical  sales and services  organization  to carry out its
marketing  efforts.  Technical sales and service  laboratories are strategically
located in major market areas, including the United States, Europe and the Asia-
Pacific region. The company's products compete on the basis of price and product
quality,  as well as technical and customer  service.  World demand for titanium
dioxide  is  expected  to  increase  at an  average  rate of 2% to 3% for  2002,
followed by a 5% increase in 2003.

Other Products
--------------

     Electrolytic  Products  - Plants at the  company's  Hamilton,  Mississippi,
complex include a 130,000 tonne-per-year sodium chlorate facility.

     Sodium chlorate is used in the  environmentally  preferred chlorine dioxide
process for  bleaching  pulp.  Sodium  chlorate  demand in the United  States is
expected  to  increase  approximately  2% to 3% per year in the near term as the
pulp and paper industry  continues  conversion to the chlorine  dioxide process.
The company's share of the U.S. market is about 8%.

     The  company   operates   facilities   at  Henderson,   Nevada,   producing
electrolytic manganese dioxide and boron trichloride. Annual production capacity
is  26,500  tonnes  for  manganese  dioxide  and  340,000  kilograms  for  boron
trichloride.  Boron trichloride is used in the production of pharmaceuticals and
in the manufacture of semiconductors.

     Manganese dioxide is a major component of alkaline batteries. The company's
share of the North American manganese dioxide market is approximately one-third.
North  American  demand for  manganese  dioxide is expected to resume  growth of
about 5% to 8% per  year for the next  five  years.  Increased  demand  is being
driven by the need for alkaline batteries for portable electronic devices.

     Forest Products - The principal  product of the forest products business is
treated railroad crossties.  Other products include railroad crossing materials,
bridge timbers and utility  poles.  The company's six  wood-treating  plants are
located  along  major  railways  in Madison,  Illinois;  Indianapolis,  Indiana;
Columbus, Mississippi; Springfield, Missouri; The Dalles, Oregon; and Texarkana,
Texas. In 2001, due to the loss of its only major customer at the  Indianapolis,
Indiana, wood-treating plant, the company took an after-tax special charge of $2
million for plant and equipment  write-offs.  Plant operations will be suspended
until the outcome of a viability assessment is completed.

     The  company's  share of the U.S.  railroad  crosstie  market is 34%.  U.S.
crosstie demand is expected to remain  relatively flat at about 12 million to 14
million ties per year.

     The company is considering various options for divestiture of these noncore
electrolytic and forest products operations.

                                      OTHER

Research and Development
------------------------

     The  company's  Technical  Center in Oklahoma  City  performs  research and
development in support of existing businesses and for the development of new and
improved products and processes. The primary focus of the company's research and
development  efforts is on the titanium dioxide business.  A separate  dedicated
group at the Technical  Center  performs  research and development in support of
the company's electrolytic businesses.

Employees
---------

     On December 31, 2001, the company had 4,638 employees.  Approximately  820,
or 18% of these  employees,  were  represented by chemical  industry  collective
bargaining agreements in the United States and Europe.

Competitive Conditions
----------------------

     In the petroleum  industry,  competition exists from the initial process of
bidding for leases to the sale of crude oil and natural gas. Competitive factors
include  finding and  developing  petroleum  reserves,  producing  crude oil and
natural gas  efficiently,  transporting  the produced crude oil and natural gas,
and developing successful marketing strategies.

     The titanium dioxide pigment business is highly competitive.  The number of
competitors in the industry has declined due to recent consolidations,  and this
trend is expected to continue.  Significant consolidation among the consumers of
titanium  dioxide  has also taken place over the past five years and is expected
to  continue.  Worldwide,  Kerr-McGee  is one of only  five  producers  that own
proprietary  chloride  process  technology to produce  titanium dioxide pigment.
Cost  efficiency and product  quality as well as technical and customer  service
are key competitive factors in the titanium dioxide business.

     It is  not  possible  to  predict  the  effect  of  future  competition  on
Kerr-McGee's operating and financial results.

                GOVERNMENT REGULATIONS AND ENVIRONMENTAL RESERVES

General
-------

     The company is subject to extensive regulation by federal, state, local and
foreign governments. The production and sale of crude oil and natural gas in the
United  States are  subject to  regulation  by  federal  and state  authorities,
particularly with respect to allowable rates of production, offshore exploration
and production,  and environmental matters.  Stringent  environmental-protection
laws and  regulations  apply  to  almost  all of the  company's  operations.  In
addition, special taxes apply to the oil and gas industry.

Environmental Matters
---------------------

     Federal,  state and local laws and  regulations  relating to  environmental
protection affect almost all company operations. During 2001, direct capital and
operating  expenditures  related  to  environmental  protection  and  cleanup of
existing  sites  totaled $78  million.  Additional  expenditures  totaling  $142
million were charged to environmental reserves.  While it is extremely difficult
to estimate  the total direct and  indirect  costs to the company of  government
environmental regulations, it is presently estimated that the direct capital and
operating   expenditures   and   expenditures   charged  to  reserves   will  be
approximately  $180 million in 2002 and $170 million in 2003. Some  expenditures
to reduce the occurrence of releases to the  environment may result in increased
efficiency;  however, most of these expenditures produce no significant increase
in production  capacity,  efficiency or revenue.  Operation of pollution-control
equipment installed for these purposes usually entails additional expense.

     Environmental laws and regulations obligate the company to clean up various
sites at which petroleum,  chemicals,  low-level radioactive substances or other
regulated materials have been disposed of or released.  Some of these sites have
been  designated  Superfund  sites  on the  National  Priority  List  by the EPA
pursuant  to  the  Comprehensive  Environmental  Response,   Compensation,   and
Liability Act of 1980.

     The company  provides  for costs  related to  contingencies  when a loss is
probable  and the amount is  reasonably  estimable.  It is not  possible for the
company to reliably  estimate  the amount and timing of all future  expenditures
related to environmental matters because:

     *      some sites are in the early stages of investigation, and other sites
            may be identified in the future;

     *      cleanup  requirements  are  difficult  to  predict  at  sites  where
            remedial  investigations  have not been completed or final decisions
            have  not  been made regarding cleanup requirements, technologies or
            other factors that bear on cleanup costs;



     *      environmental  laws  frequently  impose  joint and several liability
            on  all  potentially responsible parties, and it can be difficult to
            determine  the  number  and financial condition of other potentially
            responsible  parties  and  their share of responsibility for cleanup
            costs; and

     *      environmental  laws  and  regulations  are continually changing, and
            court proceedings are inherently uncertain.

     The company  believes  that  currently it has reserved  adequately  for the
reasonably estimable costs of contingencies.  However, additions to the reserves
may be required as additional  information  is obtained that enables the company
to better estimate its  liabilities,  including any liability at sites now under
review,  though the company  cannot now  reliably  estimate the amount of future
additions to the reserves.

     Also see "Item 3. Legal Proceedings," which follows.

Item 3.   Legal Proceedings

A.   The  company  and  its wholly owned subsidiary Kerr-McGee Chemical LLC have
been named in 22 lawsuits in three states in connection  with present and former
forest products operations. The lawsuits seek recovery under a variety of common
law and  statutory  legal  theories for personal  injuries and property  damages
allegedly  caused by exposure to and/or release of creosote and other substances
used in the wood-treatment  process. Some of the lawsuits are filed on behalf of
specifically  named individual  plaintiffs,  while others purport to be filed on
behalf of classes of allegedly similarly situated  plaintiffs.  Lead lawyers for
the plaintiffs  claim that in the aggregate about 10,000 persons are involved or
otherwise represented as plaintiffs in these cases.

     There are seven cases pending in Mississippi.  Two cases are pending in the
United States  District Court for the Northern  District:  Andrews v. Kerr-McGee
(filed September 8, 1999) and Conner v Kerr-McGee  (filed March 7, 2001).  Three
cases are pending in the Circuit  Court of Lowndes  County:  Spirit of Prayer v.
Kerr-McGee  (filed March 16, 2000),  Burgin v. Kerr-McGee  (filed March 6, 2001)
and Maranatha  Faith Center v. Kerr-McGee  (filed February 18, 2000).  Two cases
are  pending in Circuit  Court of Hinds  County:  Jamison v.  Kerr-McGee  (filed
February 18, 2000) and Cockrell v. Kerr-McGee (filed March 6, 2001).

     There are seven  cases  pending  in  Louisiana.  One case is pending in the
United States District Court for the Western  District:  Shirlean Taylor, et al.
v. Kerr-McGee (filed June 15, 2000). Five cases are pending in the United States
District  Court for the  Western  District,  subject to remand to 26th  District
Court of  Bossier  Parish and all were filed on  October  25,  2001:  Brenda Sue
Adams,  et al. v.  Kerr-McGee,  J.C.  Adams,  et al. v.  Kerr-McGee,  Linda Paul
Anderson,  et al. v. Kerr-McGee,  Shirley Marie Austin, et al. v. Kerr-McGee and
Ronald  Donald  Bailey,  et al. v.  Kerr-McGee.  One case is pending in the 26th
District  Court of Bossier  Parish:  T. J. Allen,  et al. v. Kerr-McGee,  (filed
October 25, 2001).

     There are eight cases pending in the Court of Common Pleas, Luzerne County,
Pennsylvania.  Five cases were filed on October 23, 2001: Mary Beth Marriggi, et
al. v. Kerr-McGee,  Delores Kuzbasko,  et al. v. Kerr-McGee,  Barbara Fromet, et
al. v. Kerr-McGee, Ann Culp, et al. v. Kerr McGee and Robert Battista, et al. v.
Kerr-McGee. Three cases were filed on November 15, 2001: Stacey Berkoski, et al.
v. Kerr-McGee,  Kenneth Battista, et al. v. Kerr-McGee and James Butcher, et al.
v. Kerr-McGee.

     The company has denied the  allegations  and is  vigorously  defending  the
cases. In light of the inherent uncertainties associated with court proceedings,
however,  there is no assurance  that the company will not incur  liability with
respect to these matters.  Although the liability that may result from the cases
cannot be reasonably estimated, the lawsuits are not expected to have a material
adverse effect on the company.

B.   In December,  2001,  Kerr-McGee North Sea  (U.K.)  Limited  received notice
of violation of the  Prevention  of Oil  Pollution  Act 1971 and of the Merchant
Shipping  (Oil  Pollution  Preparedness,  Response and  Cooperation  Convention)
Regulations  1998 from the  authorities  in  Scotland.  This matter is currently
pending in the Sheriff Court, Aberdeen, Scotland, and concerns a subsea pipeline
leak  associated  with the  company's  North Sea Hutton  facility.  As currently
filed,  the minimum fine and penalty is  (pound)100,000.  The eventual  fine and
penalty are not certain,  but are not expected to have a material adverse effect
on the company.

     For a discussion of  contingencies,  reference is made to the Environmental
Matters  section of  Management's  Discussion  and  Analysis  and Note 15 to the
Consolidated  Financial  Statements in the 2001 Annual  Report to  Stockholders,
which are incorporated by reference in Items 7 and 8, respectively.

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

     None submitted during the fourth quarter of 2001.

<TABLE>

                      Executive Officers of the Registrant

     The  following  is a list of  executive  officers,  their  ages,  and their
positions and offices as of March 25, 2002:
<CAPTION>

       Name                  Age                    Office
----------------------       ---      -------------------------------------------------------------------------------------

<S>                           <C>     <C>
Luke R. Corbett               55      Chief  Executive  Officer  since 1997.  Chairman of the Board since May 1999 and from
                                      1997 to February 1999. President and Chief Operating Officer from 1995 until 1997.

Kenneth W. Crouch             58      Senior Vice President since 1996.  Senior Vice President,  Worldwide  Exploration and
                                      Production Operations since 1998. Senior Vice President, Exploration, Kerr-McGee Oil
                                      & Gas Corporation from 1996 to 1998.

Gregory F. Pilcher            42      Senior Vice  President,  General  Counsel and  Corporate  Secretary  since July 2000.
                                      Vice  President,  General Counsel and Corporate  Secretary from 1999 to 2000.  Deputy
                                      General  Counsel for  Business  Transactions  from 1998 to 1999.  Associate/Assistant
                                      General Counsel for Litigation and Civil Proceedings from 1996 to 1998.

Carol A. Schumacher           45      Senior Vice President for Corporate  Affairs since  February  2002.  Prior to joining
                                      the  company  in 2002,  served as Vice  President  of Public  Relations  for The Home
                                      Depot,  Executive  Vice  President and General  Manager for Atlanta office of Edelman
                                      Public  Relations  Worldwide and Executive Vice President of Cohn & Wolfe, a division
                                      of Young & Rubicam, Inc.

Robert M. Wohleber            51      Senior Vice  President and Chief  Financial  Officer since  December  1999.  Prior to
                                      joining the company in 1999,  served as Executive Vice President and Chief  Financial
                                      Officer  of  Freeport-McMoRan  Exploration  Company,  President  and Chief  Executive
                                      Officer of  Freeport-McMoRan  Sulfur and Senior Vice  President  of  Freeport-McMoRan
                                      Gold and Copper Corporation.

W. Peter Woodward             53      Senior Vice  President  since 1997.  Senior Vice  President for  Kerr-McGee  Chemical
                                      since 1997.

Theodore Bennett              49      Vice President of Human Resources  since March 2002.  Prior to joining the company in
                                      2002,  served as Managing Partner,  Bennett and Associates,  Senior Vice President of
                                      Human  Resources,  Comerica,  Inc., and Vice  President of External  Affairs and Vice
                                      President of Human Resources at The Coca-Cola Bottling Company of New York, Inc.

George D. Christiansen        57      Vice  President,  Safety and  Environ-mental  Affairs  since  1998.  Vice  President,
                                      Environmental Assessment and Remediation from 1996 to 1998.

John M. Rauh                  52      Vice  President  since 1987.  Controller  since January 2002.  Treasurer from 1996 to
                                      2002.

John F. Reichenberger         49      Vice  President,  Deputy  General  Counsel and Assistant  Secretary  since July 2000.
                                      Assistant  Secretary and Deputy  General  Counsel from 1999 to 2000.  Deputy  General
                                      Counsel from 1998 to 1999.  Associate General Counsel from 1996 to 1999.

Jean B. Wallace               48      Vice President, General Administration since 1996.

</TABLE>

     There is no family relationship between any of the executive officers.

                           FORWARD-LOOKING INFORMATION

     Statements  in this Form  10-K  regarding  the  company's  or  management's
intentions,  beliefs or expectations,  or that otherwise speak to future events,
are  "forward-looking  statements"  within the meaning of the Private Securities
Litigation  Reform Act of 1995.  Future  results and  developments  discussed in
these  statements  may be affected by  numerous  factors and risks,  such as the
accuracy of the assumptions that underlie the statements, the success of the oil
and gas exploration and production program,  drilling risks, the market value of
Kerr-McGee's  products,  uncertainties in interpreting  engineering data, demand
for consumer  products for which  Kerr-McGee's  businesses supply raw materials,
general  economic  conditions,  and other  factors  and risks  discussed  in the
company's SEC filings.  Actual results and  developments  may differ  materially
from those expressed or implied in this Form 10-K.

                                     PART II

Item 5.   Market  for  the  Registrant's  Common  Equity and Related Stockholder
          Matters

     Information  relative to the market in which the company's  common stock is
traded,  the high and low sales  prices of the common  stock by quarters for the
past two  years,  and the  approximate  number of  holders  of  common  stock is
furnished in Note 33 to the Consolidated Financial Statements in the 2001 Annual
Report to Stockholders, which note is incorporated by reference in Item 8.

     Quarterly  dividends  declared  totaled $1.80 per share for the years 2001,
2000 and 1999. Cash dividends have been paid continuously since 1941 and totaled
$173 million in 2001, $166 million in 2000 and $138 million in 1999.

Item 6.   Selected Financial Data

     Information  regarding  selected  financial  data  required in this item is
presented in the schedule captioned  "Eight-Year  Financial Summary" in the 2001
Annual Report to Stockholders and is incorporated herein by reference.

Item 7.   Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations

     "Management's  Discussion  and  Analysis"  in the  2001  Annual  Report  to
Stockholders is incorporated herein by reference.

Item 7a.  Quantitative and Qualitative Disclosure about Market Risk

     For  information  required  under this  section,  reference  is made to the
"Market  Risks"  section of  Management's  Discussion  and  Analysis in the 2001
Annual Report to  Stockholders,  which  discussion is  incorporated by reference
above.

Item 8.   Financial Statements and Supplementary Data

     The following  financial  statements and supplementary data included in the
2001 Annual Report to Stockholders are incorporated herein by reference:

          Report of Independent Public Accountants
          Consolidated Statement of Income
          Consolidated Statement of Comprehensive Income
            and Stockholders' Equity
          Consolidated Balance Sheet
          Consolidated Statement of Cash Flows
          Notes to Financial Statements

Item 9.   Change  in  and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure

     On March 12,  2002,  the Board of  Directors  of the company  decided to no
longer engage Arthur  Andersen LLP ("Arthur  Andersen" or "AA") as the company's
independent  public accountants and engaged Ernst & Young LLP ("E & Y") to serve
as the company's independent public accountants for the year 2002, in accordance
with the  recommendation  of the Board's Audit Committee.  The  determination to
change independent  public  accountants  followed the company's decision to seek
proposals from independent public  accountants to audit the company's  financial
statements for the year ending  December 31, 2002.  The  appointment of E & Y is
subject to stockholder  ratification  at the 2002 Annual Meeting of Stockholders
to be held on May 14, 2002.

     Arthur  Andersen's  audit reports on the company's  consolidated  financial
statements  for each of the fiscal years ended  December 31, 2001 and 2000,  did
not contain an adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope or accounting principles.

     During the company's two fiscal years ended December 31, 2001 and 2000, and
through the date hereof, there were no disagreements with Arthur Andersen on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure  which, if not resolved to AA's  satisfaction  would
have caused them to make reference to the subject matter of the  disagreement in
connection  with the  audit  reports  on the  company's  consolidated  financial
statements  for such years,  and there were no  reportable  events as defined in
Item 304(a)(1)(v) of Regulation S-K.

     In the years ended  December 31, 2001 and 2000,  and through the subsequent
interim period preceding the decision to change independent public  accountants,
the company did not consult E & Y with respect to the  application of accounting
principles to a specific transaction,  either completed or proposed, or the type
of audit opinion that might be rendered on the company's  consolidated financial
statements,  or any other matters or reportable events as set forth in Items 304
(a)(2)(i) and (ii) of Regulation S-K.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

(a)      Identification of directors -

            For  information  required under this section,  reference is made to
            the "Director  Information" section of the company's proxy statement
            for 2002 made in connection with its Annual Stockholders' Meeting to
            be held on May 14, 2002.

(b)      Identification of executive officers -

            The  information  required  under  this  section is set forth in the
            caption "Executive Officers of the Registrant" on pages 25 and 26 of
            this  Form  10-K  pursuant  to  Instruction  3  to  Item  401(b)  of
            Regulation S-K and General Instruction G(3) to Form 10-K.

(c)      Compliance with Section 16(a) of the 1934 Act -

            For  information  required under this section,  reference is made to
            the  "Section  16(a)  Beneficial  Ownership  Reporting   Compliance"
            section of the company's proxy statement for 2002 made in connection
            with its Annual Stockholders' Meeting to be held on May 14, 2002.

Item 11.  Executive Compensation

     For  information  required  under this  section,  reference  is made to the
"Executive  Compensation and Other  Information"  section of the company's proxy
statement for 2002 made in connection with its Annual  Stockholders'  Meeting to
be held on May 14, 2002.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     For  information  required  under this  section,  reference  is made to the
"Security  Ownership"  portion  of the  "Director  Information"  section  of the
company's   proxy  statement  for  2002  made  in  connection  with  its  Annual
Stockholders' Meeting to be held on May 14, 2002.

Item 13.  Certain Relationships and Related Transactions

     For  information  required  under this  section,  reference  is made to the
"Director Information" section of the company's proxy statement for 2002 made in
connection with its Annual Stockholders' Meeting to be held on May 14, 2002.

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) 1.    Financial Statements -

          The  following   consolidated   financial   statements  of  Kerr-McGee
          Corporation  and its subsidiary  companies,  included in the company's
          2001 Annual Report to  Stockholders,  are incorporated by reference in
          Item 8:

            Report of Independent Public Accountants

            Consolidated  Statement  of  Income for the Years Ended December 31,
            2001, 2000 and 1999

            Consolidated  Statement  of  Comprehensive Income and  Stockholders'
            Equity for the Years Ended December 31, 2001, 2000 and 1999

            Consolidated Balance Sheet at December 31, 2001 and 2000

            Consolidated  Statement  of  Cash  Flows  for  the  Years  Ended
            December 31, 2001, 2000 and 1999

            Notes to Financial Statements

(a) 2.    Financial Statement Schedules -

            Report  of  Independent  Public  Accountants  on Financial Statement
            Schedule

            Schedule II - Valuation Accounts and Reserves for the Years Ended
            December 31, 2001, 2000 and 1999

          Schedules  I, III, IV and V  are omitted as the subject matter thereof
          is  either  not  present  or  is  not present in amounts sufficient to
          require  submission  of  the schedules in accordance with instructions
          contained in Regulation S-X.

(a) 3.    Exhibits -

          The  following  documents  are  filed  under  Commission  file numbers
          1-16619 and 1-3939 as a part of this report.

    Exhibit No.
    -----------
          3.1    Amended   and   restated   Certificate   of   Incorporation  of
                 Kerr-McGee  Corporation,  filed as Exhibit 4.1 to the company's
                 Registration  Statement  on Form S-4 dated June 28,  2001,  and
                 incorporated herein by reference.

          3.2    Amended  and   restated   Bylaws  of   Kerr-McGee  Corporation,
                 filed as Exhibit 4.2 to the company's Registration Statement on
                 Form S-4  dated  June 28,  2001,  and  incorporated  herein  by
                 reference.

          4.1    Rights  Agreement  dated  as  of  July 26, 2001, by and between
                 the  company and UMB Bank,  N. A.,  filed as Exhibit 4.1 to the
                 company's  Registration Statement on Form 8-A filed on July 27,
                 2001, and incorporated herein by reference.

          4.2    First  Amendment  to  Rights   Agreement,  dated as of July 30,
                 2001, by and between the company and UMB Bank,  N.A.,  filed as
                 Exhibit 4.1 to the  company's  Registration  Statement  on Form
                 8-A/A  filed on  August 1,  2001,  and  incorporated  herein by
                 reference.

          4.3    Indenture  dated  as  of  November 1, 1981, between the company
                 and  United  States  Trust  Company  of New York,  as  trustee,
                 relating to the company's 7%  Debentures  due November 1, 2011,
                 filed as Exhibit 4 to Form S-16,  effective  November 16, 1981,
                 Registration   No.  2-772987,   and   incorporated   herein  by
                 reference.

          4.4    Indenture  dated  as  of  August 1, 1982, filed as Exhibit 4 to
                 Form S-3, effective August 27, 1982, Registration Statement No.
                 2-78952,  and incorporated  herein by reference,  and the first
                 supplement  thereto dated May 7, 1996,  between the company and
                 Citibank,  N.A., as trustee,  relating to the company's  6.625%
                 notes due October 15, 2007,  and 7.125%  debentures due October
                 15,  2027,  filed as Exhibit 4.1 to the Current  Report on Form
                 8-K filed July 27, 1999, and incorporated herein by reference.

          4.5    The   company   agrees   to   furnish  to  the  Securities  and
                 Exchange  Commission,  upon  request,  copies  of  each  of the
                 following  instruments  defining  the rights of the  holders of
                 certain long-term debt of the company: the Note Agreement dated
                 as of  November  29,  1989,  among the  Kerr-McGee  Corporation
                 Employee  Stock  Ownership  Plan Trust (the  Trust) and several
                 lenders, providing for a loan guaranteed by the company of $125
                 million to the Trust;  the Revolving  Credit Agreement dated as
                 of August 1, 2001,  between Kerr-McGee China Petroleum Ltd., as
                 borrower, and Kerr-McGee Corporation, as guarantor, and several
                 banks  providing  for  revolving  credit of up to $100  million
                 through March 3, 2003; the 364-day $20 million Credit Agreement
                 dated as of October 4, 2001, between Kerr-McGee Canada Ltd., as
                 borrower,  and Kerr-McGee  Corporation,  as guarantor,  and the
                 Royal  Bank of  Canada;  the $100  million,  8% Note  Agreement
                 entered into by Oryx Energy  Company (Oryx) dated as of October
                 20, 1995,  and due October 15, 2003;  the $150 million,  8.375%
                 Note Agreement  entered into by Oryx dated as of July 17, 1996,
                 and due July 15, 2004; the $150 million,  8-1/8% Note Agreement
                 entered  into by Oryx dated as of  October  20,  1995,  and due
                 October  15,  2005;  the  $11  million,  9-1/4%  Series  A Note
                 Agreement  entered  into by Oryx and due  January 2, 2002;  the
                 $2.2 million,  9-1/2% Series A Note  Agreement  entered into by
                 Oryx  and due  February  1,  2002;  the  amended  and  restated
                 Revolving  Credit  Agreement  dated  as of  January  11,  2002,
                 between the company or certain subsidiary borrowers and various
                 banks providing for revolving credit up to $650 million through
                 January 12, 2006; the $700 million Credit Agreement dated as of
                 January 11,  2002,  between  the company or certain  subsidiary
                 borrowers and various banks  providing for a 364-day  revolving
                 credit facility;  and the $200 million  variable-interest  rate
                 Note Agreement  dated June 26, 2001, and due June 28, 2004. The
                 total  amount  of  securities  authorized  under  each  of such
                 instruments  does not  exceed  10% of the  total  assets of the
                 company and its subsidiaries on a consolidated basis.

          4.6    Kerr-McGee    Corporation    Direct   Purchase   and   Dividend
                 Reinvestment Plan filed on September 9, 2001,  pursuant to Rule
                 424(b)(2)  of the  Securities  Act of  1933  as the  Prospectus
                 Supplement  to  the  Prospectus  dated  August  31,  2001,  and
                 incorporated herein by reference.

          4.7    Second  Supplement  to  the  August 1, 1982, Indenture dated as
                 of August 2, 1999,  between the company and Citibank,  N.A., as
                 trustee,  relating to the company's 5-1/2%  exchangeable  notes
                 due August 2, 2004, filed as Exhibit 4.11 to the report on Form
                 10-K for the year ended  December  31, 1999,  and  incorporated
                 herein by reference.

          4.8    Fifth  Supplement  to  the  August 1, 1982,  Indenture dated as
                 of February 11, 2000,  between the company and Citibank,  N.A.,
                 as  trustee,  relating  to  the  company's  5-1/4%  Convertible
                 Subordinated Debentures due February 15, 2010, filed as Exhibit
                 4.1 to Form 8-K filed February 4, 2000, and incorporated herein
                 by reference.

          4.9    Indenture  dated  as  of  August 1, 2001,  between  the company
                 and Citibank, N.A., as trustee,  relating to the company's $325
                 million,  5-7/8% notes due  September  15, 2006;  $675 million,
                 6-7/8% notes due  September 15, 2011;  and $500 million  7-7/8%
                 notes due September 15, 2031,  filed as Exhibit 4.1 to Form S-3
                 Registration  Statement No. 333-68136  Pre-effective  Amendment
                 No. 1, and incorporated herein by reference.

         10.1*   Deferred   Compensation  Plan  for  Non-Employee  Directors  as
                 amended  and  restated  effective  October  1,  1990,  filed as
                 Exhibit  10(1) to the  report  filed on Form  10-K for the year
                 ended December 31, 1990, and incorporated herein by reference.

         10.2*   Kerr-McGee   Corporation   Stock  Deferred   Compensation  Plan
                 for  Non-Employee  Directors as amended and restated  effective
                 August 1, 1995,  filed as Exhibit  10.2 to the report  filed on
                 Form  10-K  for  the  year  ended   December  31,   1995,   and
                 incorporated herein by reference.

         10.3*   The  Long  Term   Incentive  Plan  as  amended   and   restated
                 effective  May 9, 1995,  filed as Exhibit 10.5 on Form 10-Q for
                 the quarter ended March 31, 1995,  and  incorporated  herein by
                 reference.

         10.4*   Benefits    Restoration   Plan   as    amended   and   restated
                 effective  September  13, 1989,  filed as Exhibit  10(6) to the
                 report on Form 10-K for the year ended  December 31, 1992,  and
                 incorporated herein by reference.

         10.5*   Kerr-McGee   Corporation   Executive   Deferred    Compensation
                 Plan as amended and restated  effective  January 1, 1996, filed
                 as  Exhibit  10.6 to the report on Form 10-K for the year ended
                 December 31, 1995, and incorporated herein by reference.

         10.6*   Kerr-McGee  Corporation   Supplemental   Executive   Retirement
                 Plan as amended and restated effective February 26, 1999.

         10.7*   First  Supplement  to  the Kerr-McGee Corporation  Supplemental
                 Executive  Retirement Plan  as  amended  and restated effective
                 February 26, 1999.

         10.8*   Second  Supplement  to the Kerr-McGee Corporation  Supplemental
                 Executive  Retirement  Plan  as  amended and restated effective
                 February 26, 1999.

         10.9*   The Kerr-McGee  Corporation Annual Incentive Compensation  Plan
                 effective  January 1, 1998,  filed as Exhibit 10.3 on Form 10-Q
                 for the quarter ended March 31, 1998, and incorporated   herein
                 by reference.

         10.10*  The Kerr-McGee  Corporation  1998  Long Term Incentive  Program
                 effective January 1, 1998,  filed as Exhibit 10.4 on Form  10-Q
                 for  the  quarter ended March 31, 1998, and incorporated herein
                 by reference.

         10.11*  The  Kerr-McGee Corporation  2000 Long Term  Incentive  Program
                 effective  May 1, 2000,  filed as Exhibit 10.4 on Form 10-Q for
                 the  quarter  ended March 31, 2000, and incorporated  herein by
                 reference.

         10.12*  Amended and restated  Agreement,  restated as of January
                 11,  2000,  between the company  and Luke R.  Corbett  filed as
                 Exhibit  10.10 on Form  10-K for the year  ended  December  31,
                 2000, and incorporated herein by reference.

         10.13*  Amended   and  restated  Agreement,  restated  as   of  January
                 11,  2000,  between the company and Kenneth W. Crouch  filed as
                 Exhibit  10.11 on Form  10-K for the year  ended  December  31,
                 2000, and incorporated herein by reference.

         10.14*  Amended   and  restated  Agreement,  restated  as   of  January
                 11, 2000,  between the company and Robert M. Wohleber  filed as
                 Exhibit  10.12 on Form  10-K for the year  ended  December  31,
                 2000, and incorporated herein by reference.

         10.15*  Amended   and  restated  Agreement,  restated   as  of  January
                 11, 2000,  between the company and William P. Woodward filed as
                 Exhibit  10.13 on Form  10-K for the year  ended  December  31,
                 2000, and incorporated herein by reference.

         10.16*  Amended   and  restated  Agreement,  restated   as  of  January
                 11, 2000,  between the company and Gregory F. Pilcher  filed as
                 Exhibit  10.14 on Form  10-K for the year  ended  December  31,
                 2000, and incorporated herein by reference.

         10.17*  Form  of  agreement,  amended  and  restated  as   of   January
                 11, 2000,  between the company and certain  executive  officers
                 not named in the Summary  Compensation  Table  contained in the
                 company's  definitive  Proxy  Statement  for  the  2001  Annual
                 Meeting of Stockholders filed as Exhibit 10.15 on Form 10-K for
                 the year ended  December 31, 2000, and  incorporated  herein by
                 reference.

         12      Computation of ratio of earnings to fixed charges.

         13      2001 Annual Report to Stockholders.

         16      A letter from Arthur Andersen dated March 15, 2002, stating its
                 concurrence  with the statements made by the company concerning
                 the change in independent  accountants filed as Exhibit 16.1 to
                 Form 8-K  filed  March 15, 2002,  and  incorporated  herein  by
                 reference.

         21      Subsidiaries of the Registrant.

         23      Consent of Arthur Andersen LLP.

         24      Powers of Attorney.

         99      Letter  from  Registrant  to  the   Securities   and   Exchange
                 Commission relating to Arthur Andersen LLP.


*These  exhibits  relate  to  the  compensation  plans  and  arrangements of the
 company.

 (b)     Reports on Form 8-K -

          The following  Current Reports on Form 8-K  were filed by the  company
          during the quarter ended December 31, 2001.

          * Current  Report  dated  October 2, 2001,  for  purposes of reporting
            under Items 5 and 7.

          * Current  Report  dated  October 3, 2001,  for  purposes of reporting
            under Items 5 and 7.

          * Current  Report dated  October 18,  2001,  for purposes of reporting
            under Items 5 and 7.

          * Current  Report dated  November 19, 2001,  for purposes of reporting
            under Items 5 and 7.

          * Current  Report  dated  December 4, 2001,  for purposes of reporting
            under Items 5 and 7.

          * Current  Report dated  December 18, 2001,  for purposes of reporting
            under Items 5 and 7.


Report of Independent Public Accountants on Financial Statement Schedule
------------------------------------------------------------------------

To Kerr-McGee Corporation:

     We have audited in accordance with auditing standards generally accepted in
the United States, the consolidated  financial statements included in Kerr-McGee
Corporation's  2001 Annual Report to  Stockholders  incorporated by reference in
this Form 10-K,  and have issued our report thereon dated February 22, 2002. Our
audit was made for the purpose of forming an opinion on those  statements  taken
as  a  whole.   The  Schedule  of   Valuation   Accounts  and  Reserves  is  the
responsibility  of the  company's  management  and is presented  for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. This schedule has been subjected to
the auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion,  fairly states,  in all material  respects,  the
financial  data  required  to be set  forth  therein  in  relation  to the basic
consolidated financial statements taken as a whole.



                                                 (ARTHUR ANDERSEN LLP)
                                                  ARTHUR ANDERSEN LLP



Oklahoma City, Oklahoma,
     February 22, 2002


                                                                    SCHEDULE II
<TABLE>

                 KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                         VALUATION ACCOUNTS AND RESERVES


<CAPTION>

                                                                        Additions
                                                                -------------------------
                                                  Balance at     Charged to    Charged to     Deductions     Balance at
                                                   Beginning     Profit and       Other          from          End of
(Millions of dollars)                               of Year         Loss        Accounts       Reserves         Year
                                                 ------------   -----------   -----------     -----------   -----------


<S>                                                  <C>            <C>          <C>             <C>           <C>
Year Ended December 31, 2001
Deducted from asset accounts
    Allowance for doubtful notes
        and accounts receivable                      $  20          $  1         $   2           $  2          $  21
    Warehouse inventory obsolescence                     5             1             -              1              5
                                                     -----          ----         -----           ----          -----
           Total                                     $  25          $  2         $   2           $  3          $  26
                                                     -----          ====         =====           ====          =====

Year Ended December 31, 2000
Deducted from asset accounts
    Allowance for doubtful notes
        and accounts receivable                      $  17          $  2         $   2           $  1          $  20
    Warehouse inventory obsolescence                     4             2             -              1              5
                                                     -----          ----         -----           ----          -----
           Total                                     $  21          $  4         $   2           $  2          $  25
                                                     =====          ====         =====           ====          =====

Year Ended December 31, 1999
Deducted from asset accounts
    Allowance for doubtful notes
        and accounts receivable                      $  14          $  2         $   1           $  -          $  17
    Warehouse inventory obsolescence                     4             1             -              1              4
                                                     -----          ----         -----           ----          -----
           Total                                     $  18          $  3         $   1           $  1          $  21
                                                     =====          ====         =====           ====          =====

</TABLE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.


                                      KERR-McGEE CORPORATION


                                      By:      Luke R. Corbett*
                                               ------------------------------
                                               Luke R. Corbett,
                                               Chief Executive Officer




March 28, 2002                        By:      (Robert M. Wohleber)
--------------                                 ------------------------------
    Date                                       Robert M. Wohleber
                                               Senior Vice President and
                                                 Chief Financial Officer




                                      By:      (John M. Rauh)
                                               ------------------------------
                                               John M. Rauh
                                               Vice President and Controller
                                                 and Chief Accounting Officer



         *By his signature set forth below, John M. Rauh  has signed this Annual
          Report on Form 10-K as attorney-in-fact  for  the officer noted above,
          pursuant  to  power of attorney filed with the Securities and Exchange
          Commission.



                                      By:      (John M. Rauh)
                                               ------------------------------
                                                John M. Rauh


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the following  persons in the  capacities and on
the date indicated.


                                     By:      Luke R. Corbett*
                                              ----------------------------------
                                              Luke R. Corbett, Director

                                     By:      William E. Bradford*
                                              ----------------------------------
                                              William E. Bradford, Director

                                     By:      Sylvia A. Earle*
                                              ----------------------------------
                                              Sylvia A. Earle, Director

                                     By:      David C. Genever-Watling*
                                              ----------------------------------
                                              David C. Genever-Watling, Director

March 28, 2002                       By:      Martin C. Jischke*
--------------                                ----------------------------------
    Date                                      Martin C. Jischke, Director

                                     By:      William C. Morris*
                                              ----------------------------------
                                              William C. Morris, Director

                                     By:      John J. Murphy*
                                              ----------------------------------
                                              John J. Murphy, Director

                                     By:      Leroy C. Richie*
                                              ----------------------------------
                                              Leroy C. Richie, Director

                                     By:      Matthew R. Simmons*
                                              ----------------------------------
                                              Matthew R. Simmons, Director

                                     By:      Nicholas J. Sutton*
                                              ----------------------------------
                                              Nicholas J. Sutton, Director

                                     By:      Farah M. Walters*
                                              ----------------------------------
                                              Farah M. Walters, Director

                                     By:      Ian L. White-Thomson*
                                              ----------------------------------
                                              Ian L. White-Thomson, Director


         *By  his signature set forth below, John M. Rauh has signed this Annual
          Report  on  Form 10-K  as  attorney-in-fact  for  the  directors noted
          above,  pursuant  to  the powers of attorney filed with the Securities
          and Exchange Commission.


                                       By:      (John M. Rauh)
                                                --------------------------------
                                                John M. Rauh