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

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

                   For the Fiscal year ended December 31, 2003

                         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. [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).                    Yes    |X|        No  ____

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  of the registrant  was  approximately  $4.5 billion  computed by
reference  to the price at which the common  equity was last sold as of June 30,
2003, the last business day of the registrant's  most recently  completed second
fiscal quarter.

The number of shares of common stock  outstanding  as of February 27, 2004,  was
101,373,405.


<PAGE>

                                EXPLANATORY NOTE

Amendment  No. 1 to  Kerr-McGee  Corporation's  Form  10-K  for the  year  ended
December  31,  2003  is  being  filed  to  include  four   exhibits   that  were
inadvertently omitted from the original 10-K filing submitted on March 12, 2003.
Included in this filing is Part IV, the signature  page, the previously  omitted
exhibits and certifications  required by Securities Exchange Act Rule 15d-14(a).
There  have been no changes  to the  balance of the Form 10-K from the  original
filing.

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)   1. Financial  Statements - See  the Index  to the  Consolidated  Financial
         Statements included in Item 8. of the Form 10-K.

(a)   2. Financial  Statement  Schedules  -  See  the  Index  to  the  Financial
         Statement Schedules included in Item 8. of the Form 10-K.

(a)   3. Exhibits - The  following  documents  are filed under  Commission  file
         numbers 1-16619 and 1-3939 as 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 By Laws of Kerr-McGee Corporation, filed
                   as Exhibit 3.2 to the company's  Form 10-K for the year ended
                   December 31, 2003,  filed on March 12, 2004 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 $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 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 November 14,
                   2003, 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  $350
                   million,  5-3/8%  notes  due April 15,  2005;  $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*      Kerr-McGee   Corporation   Deferred   Compensation  Plan  for
                   Non-Employee  Directors  as amended  and  restated  effective
                   January 1, 2003,  filed as Exhibit  10.1 to the Form 10-K for
                   the year ended December 31, 2002, and incorporated  herein by
                   reference.

        10.2*      Kerr-McGee  Corporation  Executive Deferred Compensation Plan
                   as amended and restated  effective  January 1, 2003, filed as
                   Exhibit 10.4 to the Form 10-K for the year ended December 31,
                   2002, and incorporated herein by reference.

        10.3*      Benefits  Restoration Plan as amended and restated  effective
                   May 1, 1999, filed as Exhibit 10.3 to the company's Form 10-K
                   for the year ended December 31, 2003, filed on March 12, 2004
                   and incorporated herein by reference.

        10.4*      First Supplement to Benefits  Restoration Plan as amended and
                   restated  effective January 1, 2000, filed as Exhibit 10.4 to
                   the company's Form 10-K for the year ended December 31, 2003,
                   filed on March 12, 2004 and incorporated herein by reference.

        10.5*      Second Supplement to Benefits Restoration Plan as amended and
                   restated  effective January 1, 2001, filed as Exhibit 10.5 to
                   the company's Form 10-K for the year ended December 31, 2003,
                   filed on March 12, 2004 and incorporated herein by reference.

        10.6*      Kerr-McGee Corporation Supplemental Executive Retirement Plan
                   as amended and restated effective February 26, 1999, filed as
                   exhibit  10.6 to the  report on Form 10-K for the year  ended
                   December 31, 2001, and incorporated herein by reference.

        10.7*      First Supplement to the Kerr-McGee  Corporation  Supplemental
                   Executive  Retirement Plan as amended and restated  effective
                   February  26,  1999,  filed as exhibit  10.7 to the report on
                   Form  10-K  for  the  year  ended   December  31,  2001,  and
                   incorporated herein by reference.

        10.8*      Second Supplement to the Kerr-McGee Corporation  Supplemental
                   Executive  Retirement Plan as amended and restated  effective
                   February  26,  1999,  filed as exhibit  10.8 to the report on
                   Form  10-K  for  the  year  ended   December  31,  2001,  and
                   incorporated herein by reference.

        10.9*      The Long Term  Incentive  Program  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.

        10.10*     The  Kerr-McGee  Corporation  1998 Long Term  Incentive  Plan
                   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  Plan
                   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*     The 2002 Long Term  Incentive  Plan  effective  May 14, 2002,
                   filed as Exhibit 10.1 on Form 10-Q for the quarter ended June
                   30, 2002, and incorporated herein by reference.

        10.13*     The 2002 Annual Incentive Compensation Plan effective May 14,
                   2002,  filed as  Exhibit  10.1 on Form  10-Q for the  quarter
                   ended June 30, 2002, and incorporated herein by reference.

        10.14*     Kerr-McGee  Corporation   Performance  Share  Plan  effective
                   January 1, 1998,  filed as Exhibit 10.19 to the Form 10-K for
                   the year ended December 31, 2002, and incorporated  herein by
                   reference.

        10.15*     Oryx Energy Company 1992 Long-Term Incentive Plan, as amended
                   and  restated  May 1,  1997,  filed as  Exhibit  10.15 to the
                   company's  Form 10-K for the year ended  December  31,  2003,
                   filed on March 12, 2004 and incorporated herein by reference.

        10.16*     Oryx Energy Company 1997 Long-Term Incentive Plan, as amended
                   and  restated  May 1,  1997,  filed as  Exhibit  10.16 to the
                   company's  Form 10-K for the year ended  December  31,  2003,
                   filed on March 12, 2004 and incorporated herein by reference.

        10.17*     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.

        10.18*     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.

        10.19*     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.

        10.20*     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.

        10.21*     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.

        10.22*     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.

        10.23      Amended and Restated Gas  Purchase  Agreement,  dated July 1,
                   1998,  among  Oryx Gas  Marketing  Limited  Partnership,  Sun
                   Operating Limited Partnership and Producers Energy Marketing,
                   LLC.

        10.24      Amendment to Amended and  Restated  Gas  Purchase  Agreement,
                   dated  May  1,  2000,   among  Oryx  Gas  Marketing   Limited
                   Partnership, Kerr-McGee Oil & Gas Corporation, Kerr-McGee Oil
                   and Gas Onshore LP, and Cinergy Marketing & Trading, LLC.

        10.25      Amendment   No.  2  to  Amended  and  Restated  Gas  Purchase
                   Agreement,  dated  July 1,  2002,  among  Oryx Gas  Marketing
                   Limited  Partnership,   Kerr-McGee  Oil  &  Gas  Corporation,
                   Kerr-McGee  Oil and Gas Onshore  LP, and Cinergy  Marketing &
                   Trading, LLC.

        10.26      Letter  Agreement,  dated May 23, 2003,  amending Amended and
                   Restated Gas Purchase  Agreement,  dated July 1, 1998,  among
                   Kerr-McGee  Oil & Gas  Corporation,  Kerr-McGee  Oil  and Gas
                   Onshore LP, and Cinergy Marketing & Trading, LLC.

        12**      Computation of ratio of earnings to fixed charges.

        14**      Code of Ethics.

        21**      Subsidiaries of the Registrant.

        23**      Consent of Ernst & Young LLP.

        24**      Powers of Attorney.

        31.1       Certification   pursuant  to  Securities  Exchange  Act  Rule
                   15d-14(a),   as  adopted  pursuant  to  Section  302  of  the
                   Sarbanes-Oxley Act of 2002.

        31.2       Certification   pursuant  to  Securities  Exchange  Act  Rule
                   15d-14(a),   as  adopted  pursuant  to  Section  302  of  the
                   Sarbanes-Oxley Act of 2002.

        32.1**     Certification  pursuant to 18 U.S.C. Section 1350, as adopted
                   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

        32.2**     Certification  pursuant to 18 U.S.C. Section 1350, as adopted
                   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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

**Previously  filed as an exhibit to the company's  Form 10-K for the year ended
December 31, 2003.


(b) Reports on Form 8-K -

         The Current Reports on Form 8-K filed by the company during the quarter
         ended  December 31, 2003 are described in the  company's  Form 10-K for
         the year ended December 31, 2003.


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant has duly caused this Amendment No. 1 to the Annual
Report on Form 10-K 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 25, 2004                            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  Amendment
     No. 1 to 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




<PAGE>


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 25, 2004                       By:      Martin C. Jischke*
--------------                                ----------------------------------
       Date                                   Martin C. Jischke, Director

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

                                     By:      Matthew R. Simmons*
                                              ----------------------------------
                                              Matthew R. Simmons, 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  Amendment
     No. 1 to 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