**CHAIRMAN
      EMERITUS**
    
    **EXECUTIVE
      VICE PRESIDENTS****NSAI****NETHERLAND, SEWELL**
    
    CLARENCE
      M NETHERLAND
    
    G.
      LANCE BINDER- DALLAS
      DANNY
      DSA)MONS- HOUSTON**&
      ASSOCIATES, INC.**
    
    **CHAIRMAN
      & CEO**
    
    **SENIOR
      VICE PRESIDENTS**FREDERIC
      D. SEWELL
    
    P.
      SCOTT FROST - DALLAS**WORLDWIDE
      PETROLEUM CONSULTANTS**
    
    **PRESIDENT
      & COO**
    
    DAN
      PAUL SMITH - DALLAS
      THOMAS
      J. TELLA II - DALLASENGINEERING•GEOLOGY•GEOPHYSICS•PETROPHYSICS
    
    C.H.
      (SCOTT) REES III











January
19, 2005




Kerr-McGee
Oil & Gas Corporation


16666
Northchase Drive


Houston,
Texas 77060





Ladies
and Gentlemen:





In
accordance with your request, we have completed a review of the procedures and
methods used by Kerr-McGee
Oil & Gas Corporation (Kerr-McGee) in preparing its estimates of proved
reserves and future revenue,
as of December 31, 2004, in certain oil and gas properties located in the United
States. These reserve and future revenue estimates were prepared by Kerr-McGee's
internal technical staff. In addition, Kerr-McGee's reserve manual was reviewed
to ensure that it conforms with Securities and Exchange Commission (SEC) rules, regulations,
and guidelines.





The
opinions expressed herein are based on our involvement as a participant in
reviews of certain oil and gas properties
and our exposure to Kerr-McGee's reserve estimating process. In total, 22
reserve review meetings were
conducted in Kerr-McGee's offices in Houston, Texas, and Denver, Colorado. The
review meetings took place
in July and August of 2004, with follow-up reviews in December 2004. The initial
meetings generally ranged in
duration from six to nine hours for each field with the follow-up meetings
lasting a shorter period of time as only material
changes compared to the initial meetings were reviewed. It is our understanding
that the properties reviewed
represented a total of 519 millions of barrels-of-oil equivalent or
approximately 50 percent of the total proved
reserves of Kerr-McGee as of December 31, 2003.





The
goals of the reviews were to verify that Kerr-McGee's reserve estimates were
prepared in accordance with the
guidelines and definitions of the SEC using generally accepted petroleum
engineering and evaluation principles
and to determine, for the properties reviewed, the reasonableness of
Kerr-McGee's methods, procedures,
and estimates. The reviews focused on the reserve determination methodologies,
procedures, and the
data used in preparing these estimates.





For
our reviews, we met with Kerr-McGee's personnel and reviewed the geologic and
engineering procedures and methodologies
used as well as the resulting reserve estimates prepared by Kerr-McGee.
Presented to us were future
development plans and the basis for reserves and oil and gas projections. The
information and data presented
may have included, but were not necessarily limited to, geological and
geophysical interpretations; structure,
isopach, and amplitude maps; 3-D seismic data on paper; datum pressure and
temperature; formation test
results; fluid gradient analysis; well log curves; petrophysical zone summaries
and calculation methodology; fluid property analysis; results of reservoir
simulation and material balance modeling; well and field performance data;
future development plans; operating expenses; and reserves and
flowstreams.





Although
we have not completed independent reserve estimates, it is our judgment that the
reviews were sufficient
to determine that the general methods and procedures used by Kerr-McGee in the
reserve estimation process
are reasonable. In our opinion, the estimates for those properties reviewed have
been prepared in accordance
with SEC guidelines and definitions using generally accepted petroleum
engineering and evaluation principles.







4500 THANKSGIVING
TOWER • 1601
ELM STREET. DALLAS. TEXAS 75201-4754 • PH.
214-969-5401 • FAX:
214-969-5411    nsai@nsai-petro.com




1221
LAMAR STREET, SUITE 1200 - HOUSTON,
TEXAS 77010-3072 • PH
713-654-4950 - FAX:
713-654-4951     netherlandsewell.com













NSAI NETHERLAND, SEWELL




& ASSOCIATES, INC.





It
should be understood that this was a review of procedures, methods, and certain
internal estimates only and does not constitute a complete review, study, or
audit of Kerr-McGee's estimated proved reserves and future revenue. We did not
consider Kerr-McGee's probable or possible estimates in the review process but
may have seen these estimates on certain properties as related to overall
reserve distributions. We made no verification of the
accuracy and completeness of the information and data provided by Kerr-McGee
with respect to ownership interest,
oil and gas production, well test data, reservoir pressures, oil and gas prices,
operating and development costs,
and any agreements related to current and future operations of the properties
and sales of production. An inspection
of the properties has not been performed and we have not investigated possible
environmental liability related
to the properties.





As
in all aspects of oil and gas reserves evaluation, there are uncertainties
inherent in the interpretation of engineering
and geological data. Our assessment represents only informed professional
judgments related to the procedures
and methods used by Kerr-McGee in preparing its estimates of proved reserves and
future revenue.





Netherland,
Sewell & Associates, Inc. is a firm of professionals dedicated to providing
superior consulting service to the
international petroleum industry. Our company has provided due diligence,
technical support, and economic
evaluations for private and government companies and financial institutions
throughout the world. We are
independent petroleum engineers, geologists, geophysicists, and petrophysicists
with respect to Kerr-McGee Oil
& Gas Corporation as provided in the Standards Pertaining to the Estimating
and Auditing of Oil and Gas Reserve Information promulgated by the Society of
Petroleum Engineers. We do not own an interest in these properties
and are not employed on a contingent basis.





Very truly
yours,





**NETHERLAND, SEWELL
& ASSOCIATES, INC.**











By:
    /s/
      Frederic D. SewellFrederic
      D. Sewell, P.E.Chairman
      and Chief Executive Officer








By:
    /s
      / David B. Cox
    
    By:
    /s
      / P.L. HiggsDavid
      B. Cox, P.E.
    
    
    Patrick
      L. Higgs, P.G.Vice
      President
    
    
    Vice
      PresidentDate
      Signed: January 19, 2005
    
    
    Date
      Signed: January 19, 2005








DBC:SAC