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, 1997

                          Commission file number 1-3939

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

          DELAWARE                                             73-0311467
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
        8-1/2% Sinking Fund Debentures,
           Due June 1, 2006                            New York Stock Exchange

        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. [_]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant was approximately $3 billion as of February 28, 1998.

The number of shares of common stock  outstanding  as of February 28, 1998,  was
47,692,473.

                       DOCUMENTS INCORPORATED BY REFERENCE

Specified  sections  of  the  Kerr-McGee   Corporation  1997  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 1998 Annual Meeting
of Stockholders, which will be filed with the Securities and Exchange Commission
within 120 days after  December 31, 1997, 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 was  incorporated  in Delaware in 1932. With oil and gas exploration and
production as its base, the company has expanded into titanium  dioxide  pigment
manufacturing   and  marketing  and  coal  and  mineral  mining  and  marketing.
Kerr-McGee  owns a large  inventory of natural  resources that includes oil, gas
and coal reserves and chemical and mineral deposits.

        For a discussion of recent business  developments,  reference is made to
the "Pending  Transactions"  section of Management's  Discussion and Analysis in
the 1997 Annual Report to  Stockholders,  which  discussion is  incorporated  by
reference   in   Item 7, and   the  Exploration  and  Production  and  Chemicals
discussions on pages 8 and 12, respectively.

                                INDUSTRY SEGMENTS

        For  information  as to business  segments of the company,  reference is
made to Note 24 to the  Consolidated  Financial  Statements  in the 1997  Annual
Report to Stockholders, which note is incorporated by reference in Item 8.

                           EXPLORATION AND PRODUCTION

        Kerr-McGee  Corporation  manages 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 Oil & Gas
Corporation,  Kerr-McGee  Oil (U.K.) PLC,  Kerr-McGee  China  Petroleum Ltd. and
various other subsidiaries.

        The  areas  of  Kerr-McGee's   offshore  oil  and  gas  exploration  and
production  activities  are the Gulf of  Mexico,  North Sea and  China.  Onshore
exploration and/or production operations are in Indonesia, Thailand and Yemen.


------------------

        Except as indicated under Items 1 through 3, 5 through 8, and 10 through
14, no other information appearing in either the company's 1997 Annual Report to
Stockholders  or its 1998 Proxy  Statement is deemed to be filed as part of this
annual report on Form 10-K.


<PAGE>

        Kerr-McGee's  average daily  proprietary oil production  during 1997 was
57,000 barrels, down from 69,000 barrels in 1996. Kerr-McGee's average oil price
declined 3% to $18.51 per barrel in 1997, compared with 1996.

        During 1997,  proprietary  natural gas sales  averaged 184 million cubic
feet per day,  compared with 281 million cubic feet in 1996. The average natural
gas price  increased  21% from 1996 prices to $2.56 per thousand  cubic feet for
1997.

        The 1997  proprietary  production  levels were lower than the prior year
due to the December 31, 1996, merger of the company's North American onshore oil
and gas properties into Devon Energy Corporation  (Devon) and the divestiture of
a number of  producing  properties  considered  to be  nonstrategic.  Devon is a
publicly  traded oil and gas  exploration  and production  company.  The company
received  9,954,000  shares of Devon  common  stock  representing  an  ownership
interest in Devon of approximately 31%.

        Kerr-McGee  continued  to add  to its  prospect  inventory  in  selected
domestic  and  international  areas during  1997.  Net acreage  acquired in 1997
totaled approximately 11 million acres, at a cost of $31 million.

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

        Reference is made to Notes 25, 26 and 29 to the  Consolidated  Financial
Statements  in  the  1997  Annual  Report  to  Stockholders,   which  notes  are
incorporated  by reference  in Item 8. These notes  contain  information  on the
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;  capitalized  costs of
crude oil and natural gas  activities  at December 31, 1997 and 1996;  and costs
incurred  in crude oil and  natural  gas  activities  for each of the past three
years.

Reserves

        Kerr-McGee's  estimated  proved  crude oil,  condensate  and natural gas
reserves  at  December  31,  1997,  and the  changes in net  quantities  of such
reserves for the three years then ended are shown in Note 28 to the Consolidated
Financial  Statements of the 1997 Annual Report to  Stockholders,  which note is
incorporated by reference in Item 8.

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

Undeveloped Acreage

        As of December 31, 1997,  the company had interests in  undeveloped  oil
and gas leases in the Gulf of Mexico,  the  United  Kingdom  sector of the North
Sea, offshore China and onshore in other international areas as follows:

                                             Gross                  Net
Location                                    Acreage               Acreage

Domestic                                    526,704               318,725
                                         ----------            ----------

North Sea                                 1,047,941               391,317
                                         ----------            ----------

China                                     3,232,132             2,183,368
                                         ----------            ----------

Other international -
   Yemen                                  9,880,007             9,248,863
   Thailand                               1,464,840               461,425
   Indonesia                              1,380,028               414,008
                                         ----------            ----------
                                         12,724,875            10,124,296
                                         ----------            ----------

      Total Undeveloped Acreage          17,531,652            13,017,706
                                         ==========            ==========


Developed Acreage

        At December 31, 1997, the company had interests in developed oil and gas
acreage  in the Gulf of  Mexico,  the  United  Kingdom  sector of the North Sea,
offshore China and onshore Indonesia as follows:

                                             Gross                  Net
Location                                    Acreage               Acreage

Domestic                                    364,873               154,827

North Sea                                   139,100                23,963

China                                        78,332                19,191

Indonesia                                   345,007               103,502
                                            -------               -------

      Total Developed Acreage               927,312               301,483
                                            =======               =======


Net Exploratory and Development Wells

        Domestic and  international  exploratory and  development  wells drilled
during the three years ended December 31, 1997, are as follows. Included in 1996
and 1995 are wells drilled on onshore North American  properties that were later
merged into Devon or divested.

                                         1997          1996           1995
                                         ----          ----          -----

Exploratory Wells - Net(1)
    Domestic
        Productive                       2.65          4.91           2.00
        Dry holes                        2.65           .83           6.51
                                         ----          ----          -----
                                         5.30          5.74           8.51
                                         ----          ----          -----
   North Sea
        Dry holes                         .40          2.19            .77
                                         ----          ----          -----

    China
        Dry holes                        1.07             -            .45
                                         ----          ----          -----

    Other international
        Productive                          -             -           1.71
        Dry holes                         .30           .50           1.43
                                         ----          ----          -----
                                          .30           .50           3.14
                                         ----          ----          -----

           Total                         7.07          8.43          12.87
                                         ====          ====          =====

Development Wells - Net(1)            
    Domestic
        Productive                       5.11         17.26          30.23
        Dry holes                           -          1.00           2.28
                                        -----       -------        -------
                                         5.11         18.26          32.51
                                         ----         -----          -----
    North Sea
        Productive                        .55          1.09           1.26
                                        -----       -------        -------

    China
        Productive                       1.72          1.72           2.45
                                         ----       -------        -------

    Other international
        Productive                       2.40          1.26           6.92
        Dry holes                           -           .04            .67
                                        -----       -------        -------
                                         2.40          1.30           7.59
                                         ----       -------        -------

           Total                         9.78         22.37          43.81
                                         ====         =====          =====


(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, 1997,  is shown in the  following  table.  These wells
include 156 gross or 13.02 net wells associated with improved  recovery projects
and 159 gross or 83.46 net wells that have multiple completions but are included
as single  wells.  Substantially  all of the  domestic  wells are in the Gulf of
Mexico.

                                                     Gross              Net
Location                                             Wells             Wells

Crude Oil
    Domestic                                           237            98.99
    North Sea                                           71             6.47
    China                                               24             5.88
    Indonesia                                           13             3.90
                                                       ---           ------
                                                       345           115.24
                                                       ---           ------

Natural Gas
    Domestic                                           104            55.14
    North Sea                                           38             2.76
                                                       ---           ------
                                                       142            57.90
                                                       ---           ------

        Total Wells                                    487           173.14
                                                       ===           ======


Wells in Process of Drilling

        At  year-end  1997,  the  company had wells  classified  as  temporarily
suspended or in the process of drilling as follows:

                                                     Gross              Net
                                                     Wells             Wells

Domestic                                                13             5.25
North Sea                                               11             1.11
China                                                    5             2.25
Indonesia                                                6             1.80
Thailand                                                 1              .32
                                                        --            -----

        Total Wells                                     36            10.73
                                                        ==            =====

Crude Oil and Natural Gas Sales

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

(Millions)                                   1997          1996          1995
                                           ------        ------        ------

Crude oil and condensate - barrels
    Domestic                                  8.8          11.2          10.6
    North Sea                                 8.7          11.2          13.6
    China                                     3.2           1.3             -
    Other international                        .2           1.2           1.7
                                           ------        ------        ------
                                             20.9          24.9          25.9
                                           ======        ======        ======

Crude oil and condensate
    Domestic                               $163.8        $216.4        $165.7
    North Sea                               162.8         213.1         221.9
    China                                    56.4          25.0             -
    Other international                       3.1          21.8          26.4
                                           ------        ------        ------
                                           $386.1        $476.3        $414.0
                                           ======        ======        ======

Natural gas - MCF
    Domestic                                 56.5          83.5          82.2
    North Sea                                10.6          10.2           7.4
    Other international                         -           9.3          16.5
                                           ------        ------        ------
                                             67.1         103.0         106.1
                                           ======        ======        ======

Natural gas
    Domestic                               $145.4        $180.5        $127.8
    North Sea                                26.7          26.8          19.8
    Other international                         -          10.6          14.1
                                           ------        ------        ------
                                           $172.1        $217.9        $161.7
                                           ======        ======        ======

Sales of Production

        All of the company's crude oil and natural gas is sold at market prices.
Kerr-McGee has formed strategic alliances with two energy marketing companies to
sell   substantially  all  proprietary   domestic  crude  oil  and  natural  gas
production.

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, 1997, the company was  participating in 12 active
improved recovery  projects located  principally in the United Kingdom sector of
the  North  Sea.  Most  of  the  company's   operations  outside  North  America
incorporate  water injection.  Pressure-maintenance  operations began at or near
the time of initial production from these fields.


Exploration and Development Activities

Gulf of Mexico

        In 1997,  the Gulf of Mexico was the source of 57% of  Kerr-McGee's  oil
and gas  production.  The company  continues an  aggressive  lease  acquisition,
exploration and exploitation program in the Gulf of Mexico. In 1997,  Kerr-McGee
was a  successful  participant  in two  government  lease  sales and was awarded
nearly 111,000 net acres.

        Recent activity  includes  projects in the Viosca Knoll,  Ewing Bank and
Garden Banks areas. A summary of the company's key  developments  in the Gulf of
Mexico is as follows:

        Pompano Field (KM 25%),  Viosca Knoll 989 area: This deepwater  project,
located in 1,300  feet to 1,900  feet of water,  averaged  gross  production  of
46,400  barrels of oil per day and 54 million cubic feet of gas per day in 1997.
Planned development and well work has been completed and records for gross daily
production  were set in November  1997. At year-end  1997, 22 platform wells and
seven  subsea  wells were  capable of  uncurtailed  production  of about  52,000
barrels of oil per day.

        Ewing Bank 910 (40%):  Production is scheduled to start in late 1998 and
peak at  16,000  barrels  of oil  and 23  million  cubic  feet of gas per day in
mid-1999.  The  platform,  to be  installed  in 550 feet of  water,  will be the
tallest  conventional  processing  facility operated by Kerr-McGee.  The company
operates eight surrounding blocks, and additional  exploratory  drilling will be
conducted after the platform is in place.

        Garden  Banks  65  (60%):   Plans  for  development  were  approved  and
development activities were under way in 1997. First production is projected for
mid-1998  at an  expected  rate  of 60  million  cubic  feet  of  gas  per  day.
Kerr-McGee,  as operator,  entered into an alliance with a pipeline company that
will  lease  the  gas  production   and   processing   facility  to  Kerr-McGee,
significantly  reducing  the  company's  new-field  development  cost  for  this
project.

North Sea

        North Sea  holdings are a core area for  Kerr-McGee.  As of December 31,
1997,  the company had  interests  averaging 33% in 39 blocks  covering  281,900
undeveloped  net acres in the United  Kingdom area of the North Sea.  Kerr-McGee
operates  22 of these  blocks.  The  company  holds an  additional  109,400  net
undeveloped  acres  offshore  Ireland  and is the  designated  operator of these
blocks. The United Kingdom portfolio includes prospective exploration blocks and
quality exploitation opportunities on producing properties.

        In  March  1998,  Kerr-McGee  announced  the  signing  of  a  definitive
agreement to purchase the United  Kingdom  North Sea  operations  of Gulf Canada
Resources  Limited (Gulf Canada).  The transaction is expected to be complete in
mid-May  subject to regulatory  approval.  The  acquisition of these assets will
significantly increase the company's North Sea reserve base and increase current
production by 80% to more than 42,000 barrels of crude oil per day.

        In  1997,  the  North  Sea  accounted  for 41% of  Kerr-McGee's  liquids
production,  primarily from the Gryphon,  Scott,  Brae area and  Ivanhoe/Rob Roy
fields. Sales of North Sea natural gas averaged 29 million cubic feet per day in
1997, primarily from the Brae area and Scott field.

        A  summary  of the  company's  key  developments  in the North Sea is as
follows:

        Janice field, Block 30/17a (50.9%): A floating  production unit is being
outfitted in the United Kingdom for installation in mid-1998. The field is being
developed with horizontal  oil-production and water-injection wells.  Production
is  expected  to begin in the  third  quarter  of 1998 and peak at about  55,000
barrels of oil per day later in the year. Extra  processing  capacity will allow
use of the Janice  facility  as a hub for future  developments  in the area.  In
February 1998, Kerr-McGee acquired a 55% interest in the adjoining Block 30/22b.

        Gryphon field,  Block 9/18b (25%):  Kerr-McGee  operates this field, the
first to use a permanently  moored floating  production,  storage and offloading
vessel  (FPSO) and to be developed  totally with  horizontal  production  wells.
Production  averaged 28,700 barrels of oil per day in 1997. An exploration well,
drilled  in late  1997,  encountered  oil pay that may  indicate  a  substantial
extension to the field.  Evaluation of this  potential  extension is continuing.
Interest in this field will  increase  to 46.5% upon  closing of the Gulf Canada
transaction discussed above.

        Scott  field  (5.2%),  blocks  15/21/a  and 15/22:  Production  averaged
116,000 barrels of oil per day in 1997.

        Brae area,  blocks 16/3a,  16/7a (both 8%) and 16/3b (5%): More than 12%
of Kerr-McGee's 1997 total net oil production flowed from six fields in the Brae
area of the North Sea.

China and Other International

China:

        The company  acquired two new blocks in the South China Sea. Block 26/06
(100%)   covers  more  than  1.1  million   acres.   Block  15/35  (38%)  covers
approximately 234,000 acres.  Kerr-McGee is the operator for Block 15/35, and an
exploration  well is planned for 1998.  The company now operates three blocks in
this area.

     Liuhua 11-1 field (24.5%),  South China Sea: Located in 1,000 feet of water
130  miles  southeast  of Hong  Kong,  the  field was  developed  entirely  with
horizontal  wells.  Production began in 1996 and averaged 43,000 barrels per day
in 1997.

        Block 04/36 (45%), Bohai Bay: First discovered in 1996, three successful
appraisal wells were drilled in 1997. A 150 square  kilometer 3-D seismic survey
was started in 1997 and is continuing in 1998. Development options for this area
are being evaluated.

Indonesia:

        Jabung Block (30%),  Sumatra:  The North Geragai field came on stream in
August 1997 and averaged more than 6,000 barrels per day at year-end. Production
rates are expected to increase in 1998 and reach a peak of about 10,000  barrels
per day in 1999. In the Makmur  field,  approval for a plan of  development  was
received from Indonesian government authorities. Production commenced in January
1998 and, after permanent  production  facilities are added,  peak production is
forecast at  approximately  10,000 barrels per day later in the year.  Appraisal
drilling  commenced  during the year in the Northeast  Betara gas field and will
continue into 1998. Negotiations are continuing for marketing the production.

Thailand:

        Block 5440/38  (31.5%):  An exploration  well was spudded in 1997 and is
drilling  in the first  quarter  of 1998.  Block  W7/38  (42.5%),  Andaman  Sea:
Kerr-McGee will be the operator and received  formal  notification in early 1998
that it was awarded this nearly 4.9 million-acre offshore block.

Yemen:

        Kerr-McGee  has  signed  two  production-sharing  agreements  in  Yemen.
Acquired were Block 50, Hazar (95%), which covers more than 8 million acres, and
Block 51, East Al Hajr (87.5%),  covering  nearly 2 million acres.  Seismic data
acquisition commenced during 1997, and the company plans exploratory drilling in
1998.

                                    CHEMICALS

        Kerr-McGee's chemical operations produce and market inorganic industrial
and  specialty  chemicals,  heavy  minerals and forest  products.  Many of these
products are processed using proprietary technology developed by the company.

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

Pigment

        The company's  primary  product is titanium  dioxide  pigment,  which is
produced by the company's proprietary chloride-process technology. Kerr-McGee is
one of four  companies that own chloride  technology.  The coatings and plastics
industries  prefer the  optical  qualities  of  chloride  pigment  over  pigment
produced by the older sulfate process.

        The company's  titanium dioxide pigment plant at Hamilton,  Mississippi,
has a production  capacity of 160,000 tons per year. An expansion of 30,000 tons
per year was completed  during 1997,  and  preliminary  engineering  for another
expansion began in early 1998. The feedstock for the Hamilton plant is synthetic
rutile,  which is produced at the company's  plant at Mobile,  Alabama.  In late
1997, the annual  production  capacity at Mobile was increased from 162,000 tons
to 220,000 tons.

        Heavy minerals are mined from a 10,350-acre lease in Western  Australia.
The property's  remaining 177 million tons of sand contain 3.7% heavy  minerals.
The valuable heavy minerals contained within this 6.5 million-ton  heavy-mineral
deposit are composed of 4.5% rutile,  61.3%  ilmenite,  3.3% leucoxene and 11.1%
zircon,  with the  remaining  19.8%  of  minerals  presently  having  no  value.
Delineation drilling on the lease during 1997 confirmed  additional  recoverable
heavy minerals, resulting in an upward reserve revision.  Additional drilling is
required  to  determine  the  actual  quantities  and  grade of  heavy  minerals
contained  in a second  2,540-acre  property  and the  extent to which it may be
feasible  to  mine  this  deposit.  The  company  holds a 50%  interest  in both
properties.

        The heavy  minerals are processed at the  separation  mill,  which has a
capacity of 559,000 tons per year.  The  recovered  ilmenite is  processed  into
synthetic  rutile at a facility  adjoining the  separation  mill.  The synthetic
rutile  facility  has a capacity of 200,000 tons per year.  Production  from the
synthetic  rutile plant serves as feedstock for the pigment  plants in Australia
and Saudi  Arabia.  The annual  production  capacity  of the  pigment  plants in
Australia and Saudi Arabia,  in which the company owns interests of 50% and 25%,
respectively, is 90,000 and 72,000 tons, respectively.

        For information regarding heavy-mineral reserves, production and average
market prices for each of the years 1993 through 1997, reference is made to Note
30 in the  Consolidated  Financial  Statements  of the  1997  Annual  Report  to
Stockholders, which note is incorporated by reference in Item 8.

        In January 1998,  the company  announced its intention to acquire an 80%
interest in Bayer AG's European  titanium  dioxide pigment  business,  including
plants at Uerdingen,  Germany,  and Antwerp,  Belgium.  The Uerdingen  plant has
annual  capacity of 110,000 tons,  and the Antwerp  plant's  annual  capacity is
33,000 tons.  This  acquisition  will  increase  Kerr-McGee's  titanium  dioxide
pigment  production  capacity  55%.  The company  plans to install its  chloride
technology at the Uerdingen plant.

Electrolytic Products

        In March 1998,  Kerr-McGee sold its ammonium  perchlorate  business.  In
January 1998, the company signed a letter of intent to negotiate the sale of the
remaining electrolytic operations.

        Facilities  at the  Hamilton,  Mississippi,  complex  include  a  sodium
chlorate  plant  with a  production  capacity  of  143,000  tons  per year and a
manganese metal plant that has capacity of 12,000 tons per year.
        At Henderson,  Nevada,  the facilities  include  electrolytic  cells and
processing  equipment for the  manufacture of manganese  dioxide and a specialty
boron products plant. Annual production capacity for each product is as follows:
manganese  dioxide  -  28,500  tons; boron  trichloride  -  750,000  pounds  and
elemental boron - 80,000 pounds.

Forest Products

        In March 1998,  the company signed an agreement in principle to sell its
forest products operations. The agreement covers marketing and operations at the
company's six crosstie-treating plants.

        The  principal  forest  product is  treated  railroad  crossties.  Other
products include crossing  materials,  bridge timbers and utility poles. The six
wood-preserving  plants are located along major  railways in Madison,  Illinois;
Indianapolis, Indiana; Columbus, Mississippi; Springfield, Missouri; The Dalles,
Oregon; and Texarkana, Texas.

Marketing

        Titanium dioxide pigment is the world's preferred white opacifier and is
used primarily in coatings, plastics and paper. The company's plant at Hamilton,
Mississippi,  primarily serves the Americas. Most of the pigment production from
the joint  venture in Western  Australia is sold in the Far East and  Australia.
The  production  from the plant  located in Saudi  Arabia is sold  primarily  to
customers  located  in the  Middle  East and  Europe.  The  production  from the
Uerdingen,  Germany, and Antwerp, Belgium,  operations will primarily be sold in
Europe.  The Bayer AG  acquisition  will increase  Kerr-McGee's  gross  titanium
dioxide  pigment  capacity  to about 10% of global  capacity.  World  demand for
pigments  is  expected to increase by an average of more than 3% per year during
the next several years.

        Manganese  dioxide  is a major  component  of  alkaline  batteries.  The
company's share of the North American  manganese dioxide market is approximately
one-third.  Demand is projected to grow 5% to 8% annually through the year 2000.
The demand is driven by the need for alkaline batteries for portable  electronic
devices.

     Sodium chlorate is used in the  environmentally  preferred chlorine dioxide
process  for  bleaching  pulp.  U.S.  demand for sodium  chlorate is expected to
increase  approximately  5% per  year in the near  term as the  pulp  and  paper
industry continues  conversion to the chlorine dioxide process.  The company has
about a 10% share of the U.S. market.

        Manganese  metal is used in  aluminum,  specialty  and  stainless  steel
alloys.  The largest use of manganese metal is for alloying  aluminum can sheet.
The  company  has  a  50%  share  of  the  U.S.  aluminum   industry   manganese
requirements.

        Kerr-McGee is the world's largest producer of elemental boron,  which is
used primarily in automobile airbags. Kerr-McGee is also the largest producer of
boron trichloride,  which is used to produce boron filament for sports equipment
and composites for high-performance aircraft.

        The company's share of the U.S. railroad crosstie market is in excess of
40%.  Domestic crosstie demand is expected to remain relatively flat at about 13
million to 15 million ties per year.

                                      COAL

        In January 1998,  the company  announced that its board of directors has
authorized  management  to exit the coal  business.  The  timing  and  manner of
exiting the business has not been determined.

        Coal  operations  are conducted by Kerr-McGee  Coal  Corporation,  which
produces coal from Jacobs Ranch Mine, a surface mine in the Wyoming Powder River
Basin,  and from Galatia Mine, an underground  mine in the Illinois Basin.  Most
1997 sales were to electric utilities under long-term sales contracts,  with the
balance being sold on a spot basis to domestic customers.

Reserves and Production

        The company owns or leases coal reserves in Wyoming and Illinois.  As of
December 31, 1997,  the company's  coal  reserves  were as follows  (millions of
tons):



                        
                               In-Place    Recoverable   
                           Demonstrated   Demonstrated   Classifi-     Mining
 State/Mining Unit             Tons           Tons         cation      Method

Wyoming -
   Jacobs Ranch Mine                253           240       Steam     Surface

Illinois -
   Galatia Mine -                                           Met./     Under-
      Harrisburg No. 5               71            52       Steam     ground
                                                                      Under-
      Herrin No. 6                  330           214       Steam     ground
                                    ---           ---

                                    654           506
                                    ===           ===


        Most of the Wyoming reserves are held under Federal leases, with a small
portion  being leased from the State of Wyoming.  The Illinois coal reserves are
owned by Kerr-McGee or held under leases with private parties.

        The Clovis  Point Mine, a Wyoming  surface  mining  operation,  was sold
effective  June 1, 1997,  resulting in no material  gain or loss to the company.
The lease area held approximately 290 million recoverable tons of coal reserves.


        Production from Kerr-McGee mines for 1997 and 1996 was as follows:

(Millions of tons)                                           1997           1996
                                                             ----           ----

Jacobs Ranch Mine                                            27.1           24.5
Galatia Mine                                                  5.0            6.6
Clovis Point Mine                                               -             .2
                                                             ----           ----

      Total production                                       32.1           31.3
                                                             ====           ====


        For information  regarding coal reserves,  production and average market
prices for each of the years 1993 through 1997,  reference is made to Note 30 to
the Consolidated Financial Statements in the 1997 Annual Report to Stockholders,
which note is incorporated by reference in Item 8.

Jacobs Ranch Mine

        Jacobs Ranch Mine is located 50 miles southeast of Gillette, Wyoming, in
the South Powder River  Basin.  The company owns coal rights on 8,154 acres,  of
which 2,759 acres are  underlain by 240 million  recoverable  tons of coal.  The
company  owns surface  rights to 14,116 acres in and around the mine block.  The
mine permit was renewed in August  1994 for a five-year  period and  expanded to
incorporate additional leased acreage and the buffer zone. In February 1995, the
Bureau of Land  Management  approved  the  consolidation  of three  Federal coal
leases into one logical  mining unit to allow use of the most  effective  mining
sequence for the combined  leases.  In July 1997,  the Wyoming  State Land Board
approved  the  transfer of a state coal lease  adjacent to Jacobs  Ranch Mine to
Kerr-McGee.  This transfer  added 5.2 million  recoverable  tons to the reserves
with a favorable royalty rate.

        A preparation  plant  expansion was completed in September  1997,  which
increased  the annual  plant  capacity of Jacobs Ranch Mine by 50% to 39 million
tons of low-sulfur coal.  Actual  production  levels will increase as the market
dictates.

        Shipments began in 1978 and,  through  December 1997,  totaled more than
291  million  tons.  All  deliveries  were made by rail,  with  both  Burlington
Northern Santa Fe and Union Pacific  railroads  servicing the mine. Jacobs Ranch
Mine coal meets Phase II emission  requirements  of the Clean Air Act Amendments
of 1990 and is sold  primarily  under  long-term  contracts  for ultimate use by
electric utilities.  Jacobs Ranch Mine is presently the fourth-largest coal mine
in the United  States.  Productivity  continues  to increase  through the use of
larger, more efficient equipment and more productive mining operations.

Galatia Mine

        The  Galatia  Mine is  located  in  southern  Illinois  near the town of
Galatia in Saline County. It produces coal from the Harrisburg No. 5 seam, which
can be  used  as  either  a  high-Btu,  relatively  low-sulfur  steam  coal or a
semi-soft  coking coal. Its use as a steam coal allows  utilities to comply with
Phase I of the Clean Air Act  Amendments  of 1990  without  installing  flue gas
desulfurization units or blending with other coals.

        Shipments  from the mine began in January  1984 and totaled more than 47
million tons through  December 1997.  Shipments are primarily by rail,  although
the mine  loadout is capable of loading  trucks,  and  weighing  facilities  are
onsite.  The  Illinois  Central  Railroad  is the  originating  carrier for rail
shipments.

        Within the mine area,  Kerr-McGee  controls  approximately  33,600 acres
through leases and mineral ownership.  This includes control of the Herrin No. 6
seam. Declining demand for this higher-sulfur  content coal led to the cessation
of  mining  in the No. 6 seam in 1994.  Galatia  Mine has an  annual  production
capacity of 6.6 million tons of high-Btu, relatively low-sulfur coal.

Marketing

        Bituminous  and  sub-bituminous  steam  coals are sold  under  long-term
contracts and spot purchase  agreements to utilities in 18 states,  primarily in
the central and  southeastern  United  States.  Coal sales include sales of coal
produced by third parties.

        Although developments in 1997 indicate some market firming, coal markets
continue to experience competitive pricing. Existing long-term contracts provide
stable  earnings  under these  competitive  conditions and are the basis for the
expansion of business with key domestic electric utilities.  Existing production
capacity should permit  participation  in the expected growth in domestic demand
for lower-sulfur coal, as well as to make selected export sales.

                                      OTHER

Research and Development

        The company's  Technical  Center in Oklahoma City performs  research and
development  in support of its  existing  businesses  and in the  pursuit of new
products and processes.  These programs  continue to concentrate on improvements
to chemical plant processes and products.


Employees

        On December 31, 1997, the company had 3,746 employees,  none of whom was
represented by a collective bargaining agreement.

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 hydrocarbons,  transporting raw
materials and  developing  successful  marketing  strategies.  The volatility of
crude oil and  natural  gas  prices  during  the past  several  years has placed
increased emphasis on all competitive aspects of the petroleum industry.

        The titanium  dioxide pigment  business has been very  competitive.  The
number of competitors in the industry is decreasing  due to  consolidations  now
under way.  Worldwide,  the company is one of four  companies  that own chloride
technology to produce titanium dioxide pigment.  It is expected that many of the
older sulfate  plants will be converted to the chloride  technology.  Demand for
pigment is  expected to increase by an average of more than 3% per year over the
next several years.

        Most of the company's coal customers are domestic electric utilities, an
extremely competitive market. Cost efficiencies,  transportation  strategies and
product quality,  such as Btu and sulfur content, are key competitive factors in
the coal industry.

        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 production
and  environmental   matters.   Stringent   environmental-protection   laws  and
regulations apply to almost all of the company's operations.  In addition, there
are special taxes that apply to the oil, gas and coal mining industries.

Environmental Matters

        Federal,  state and local laws and regulations relating to environmental
protection affect almost all company plants and facilities.  During 1997, direct
capital and  operating  expenditures  related to  environmental  protection  and
cleanup of existing sites totaled $37 million.  Additional expenditures totaling
$94  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  $145 million in 1998 and $125 million in 1999. 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.

        Based on present  information,  the company believes that it has accrued
and is accruing reasonable reserves for expenditures that may have to be paid in
the future for environmental  matters.  Because of continually changing laws and
regulations,  the nature of the company's businesses and pending proceedings, it
is not  possible  to  reliably  estimate  the  amount or  timing  of all  future
expenditures  relating to environmental  matters. The company provides for costs
related to environmental contingencies when a loss is probable and the amount is
reasonably  estimable.  Although management believes adequate reserves have been
provided for all known environmental  contingencies,  it is possible, due to the
above noted  uncertainties,  that  additional  reserves could be required in the
future.

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

Item 3.   Legal Proceedings

        The company  continues its efforts to decommission a facility located in
West Chicago, Illinois, which processed thorium ores and was closed in 1973. For
a  discussion  of  contingencies,  including a detailed  discussion  of the West
Chicago  matter,  reference  is made to the  Environmental  Matters  section  of
Management's  Discussion and Analysis and Note 10 to the Consolidated  Financial
Statements in the 1997 Annual Report to Stockholders,  which discussion and note
are incorporated by reference in Item 7 and Item 8, respectively.

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

        None submitted during the fourth quarter of 1997.

                      Executive Officers of the Registrant
<TABLE>

        The  following is a list of executive  officers,  their ages,  and their
positions and offices as of January 1, 1998:

<CAPTION>
             Name                 Age                             Office
<S>                               <C>    <C>    

Luke R. Corbett                    50    Chairman  of the  Board and Chief  Executive  Officer  since
                                         1997.  President  and  Chief  Operating  Officer  from  1995
                                         until 1997.  Group Vice President from 1992 until 1995.

Tom J. McDaniel                    59    Vice   Chairman  of  the  Board  since  1997.   Senior  Vice
                                         President  from 1986 until 1997.  Corporate  Secretary  from
                                         1989 until 1997.

John C. Linehan                    58    Executive  Vice  President   since  1997.   Chief  Financial
                                         Officer since 1987.  Senior Vice  President  from 1987 until
                                         1997.

Kenneth W. Crouch                  54    Senior Vice  President  since 1996.  Senior Vice  President,
                                         Exploration,  Kerr-McGee Oil & Gas  Corporation  since 1996.
                                         Senior  Vice  President,  North  America  and  International
                                         Exploration,  Exploration  and  Production  Division  during
                                         1996.  Vice  President,  Gulf of  Mexico  and  International
                                         Exploration,  Exploration and Production  Division from 1995
                                         until  1996.   Vice  President  and  Managing   Director  of
                                         Exploration  for  North  Sea  Operations,   Exploration  and
                                         Production Division from 1993 until 1995.

James F. Guion                     52    Senior  Vice  President   since  April  1997.   Senior  Vice
                                         President,  Production,  Kerr-McGee  Oil &  Gas  Corporation
                                         since April 1997.  Vice  President  and  Managing  Director,
                                         United  Kingdom   Operations,   Exploration  and  Production
                                         Division from January 1993 until March 1997.

William D. Hake                    48    Senior  Vice  President   since  1996.   Vice  President  of
                                         Operations for Kerr-McGee Coal  Corporation  from 1991 until
                                         1996.

Russell G. Horner, Jr.             58    Senior Vice  President and Corporate  Secretary  since 1997.
                                         General   Counsel  since  1986.  Vice  President  from  1986
                                         until 1997.

Michael G. Webb                    50    Senior Vice  President  since 1993.  Senior Vice  President,
                                         Exploration,  Exploration and Production  Division from 1993
                                         until 1996.  Vice President, Exploration from 1992 to 1993.

Julius C. Hilburn                  47    Vice  President,   Human  Resources  since  1996.   Manager,
                                         Benefits Administration from 1992 until 1996.

Deborah A. Kitchens                41    Vice  President  and  Controller  since  1996.   Controller,
                                         Exploration and Production Division from 1992 until 1996.

J. Michael Rauh                    48    Treasurer   since   1996.   Vice   President   since   1987.
                                         Controller from 1987 until 1996.

Donald F. Schiesz                  60    Vice President,  Safety and Environment  since 1994.  Senior
                                         Vice  President  of  Kerr-McGee  Chemical  Corporation  from
                                         1991 until 1994.

Jean B. Wallace                    43    Vice  President,  General  Administration  since 1996.  Vice
                                         President, Human Resources from 1989 until 1996.

W. Peter Woodward                  49    Senior  Vice   President   since  June  1997.   Senior  Vice
                                         President for Kerr-McGee  Chemical  since June 1997.  Senior
                                         Vice President  Chemical  Marketing for Kerr-McGee  Chemical
                                         Corporation  from May 1996 until May 1997.  Director Pigment
                                         Business  Management,  Kerr-McGee Chemical  Corporation from
                                         1993 until 1996.  Vice  President  Total Quality  Management
                                         for Kerr-McGee Chemical Corporation from 1992 until 1993.

</TABLE>


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

                           FORWARD-LOOKING INFORMATION

        This  report   contains   forward-looking   statements  and  assumptions
concerning Kerr-McGee's future results and prospects. These statements are based
on current  expectations and are subject to certain events and risks that may be
beyond the  company's  control.  In addition,  the company may from time to time
make  oral  forward-looking  statements.  In  connection  with the  safe  harbor
provisions of the Private Securities  Litigation Reform Act of 1995, the company
is hereby  identifying  important  factors  that could cause  actual  results to
differ materially from those contained in any forward-looking  statement made by
or on behalf of the company. Any such statement is qualified by reference to the
following cautionary statements.

        Such events and risks include the success of the oil and gas exploration
program,  ultimate  volume  of  recoverable  oil and gas  reserves,  success  of
cost-control efforts, general economic conditions, timely development and market
acceptance of customer products for which Kerr-McGee supplies raw materials, and
other  risk  factors  discussed  in this  annual  report  on Form  10-K  and the
company's 1997 Annual Report to  Stockholders.  Actual results and  developments
may differ from those expressed or implied in this report.




                                     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 31 to the Consolidated Financial Statements in the 1997 Annual
Report to Stockholders, which note is incorporated by reference in Item 8.

        Quarterly  dividends declared totaled $1.80 per share for the year 1997,
$1.64 per share  for the year 1996 and $1.55 per share for the year  1995.  Cash
dividends  have been paid  continuously  since 1941 and  totaled  $85 million in
1997, $83 million in 1996 and $79 million in 1995.

Item 6.        Selected Financial Data

        Information  regarding  selected financial data required in this item is
presented in the schedule  captioned  "Six-Year  Financial  Summary" in the 1997
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 1997 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 1997
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 1997 Annual Report to Stockholders are incorporated herein by reference:

               Report of Independent Public Accountants

               Consolidated Statement of Income

               Consolidated Statement of Retained Earnings

               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

        None.

                                    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
           "Election of Directors"  section of the company's proxy statement for
           1998 made in connection with its Annual  Stockholders'  Meeting to be
           held on May 12, 1998.

(b)     Identification of executive officers -

           The  information  required  under  this  section  is set forth in the
           caption "Executive Officers of the Registrant" on pages 17, 18 and 19
           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
           "Compliance  with  Section  16(a) of the  Securities  Exchange Act of
           1934"  section  of the  company's  proxy  statement  for 1998 made in
           connection  with its Annual  Stockholders'  Meeting to be held on May
           12, 1998.

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 1998 made in connection with its Annual  Stockholders'  Meeting to
be held on May 12, 1998.

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  "Election  of  Directors"  section of the
company's   proxy  statement  for  1998  made  in  connection  with  its  Annual
Stockholders' Meeting to be held on May 12, 1998.

Item 13.       Certain Relationships and Related Transactions

        For  information  required under this section,  reference is made to the
"Election of Directors"  and "Certain  Relationships  and Related  Transactions"
sections of the company's  proxy  statement for 1998 made in connection with its
Annual Stockholders' Meeting to be held on May 12, 1998.


                                     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 1997 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, 1997,  1996 and 1995

                  Consolidated  Statement of Retained  Earnings  for  the  Years
                  Ended  December 31, 1997, 1996 and 1995

                  Consolidated Balance Sheet at December 31, 1997 and 1996

                  Consolidated   Statement  of  Cash  Flows  for the Years Ended
                  December  31,  1997, 1996 and 1995

                  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, 1997, 1996 and 1995

               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 number
               1-3939 as a part of this report.

                 Exhibit No.

                 Exhibit No.

                     3.1            Restated  Certificate  of  Incorporation  of
                                    Kerr-McGee Corporation, filed as Exhibit 3.1
                                    to the  report on Form 10-Q for the  quarter
                                    ended June 30, 1987, and incorporated herein
                                    by reference.

                     3.2            Bylaws of Kerr-McGee Corporation as approved
                                    March 10, 1998.

                     4.1            Amended and Restated Rights Agreement  dated
                                    as  of  July 9, 1996,  filed as Exhibit 1 to
                                    the  report on Form 8-K dated  July 9, 1996,
                                    and incorporated herein by reference.

                     4.2            Indenture dated as of June 1, 1976,  between
                                    the company and Citibank,  N.A., as trustee,
                                    relating  to the  company's  8-1/2%  Sinking
                                    Fund  Debentures  due June 1, 2006  filed as
                                    Exhibit  2 to Form S-7,  effective  June 10,
                                    1976,    Registration   No.   2-53878,   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 its first  supplement  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;

                     4.5            The $325 million Credit  Agreement  dated as
                                    of  December  4,  1996,   providing   for  a
                                    five-year  revolving  credit facility with a
                                    bullet maturity on the fifth  anniversary of
                                    the execution of the Credit Agreement;

                     4.6            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
                                    Amended and restated Credit  Agreement dated
                                    as  of  April  28,  1997,  among  Kerr-McGee
                                    Corporation,  Kerr-McGee Oil (U.K.) PLC, and
                                    several banks providing for revolving credit
                                    of up to a  total  of  $225  million  -- $75
                                    million  through  April 24,  1998,  and $150
                                    million  through  April  28,  2002;  and the
                                    Revolving   Credit  Agreement  dated  as  of
                                    February 20, 1997,  between Kerr-McGee China
                                    Petroleum Ltd., as borrower,  and Kerr-McGee
                                    Corporation, as guarantor, and several banks
                                    providing for revolving credit of up to $105
                                    million  through  March 6,  2000.  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.

                     4.7            Kerr-McGee  Corporation  Direct Purchase and
                                    Dividend Reinvestment Plan filed on Form S-3
                                    effective   August  19,  1993,  Registration
                                    No. 33-66112,  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 on Form 10-K for the year ended
                                    December 31, 1995, and  incorporated  herein
                                    by reference.

                    10.3*           Description   of   the   company's    Annual
                                    Incentive  Compensation  Plan, filed on Form
                                    10-K for the year ended  December  31, 1995,
                                    and incorporated herein by reference.

                    10.4*           The Long Term  Incentive  Program as amended
                                    and restated effective May 9, 1995, filed as
                                    Exhibit  4.2 on Form  10-Q  for the  quarter
                                    ended  March  31,  1995,  and   incorporated
                                    herein by reference.

                    10.5*           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.

                    10.6*           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.

                    10.7*           Kerr-McGee     Corporation      Supplemental
                                    Execu-tive  Retirement  Plan as amended  and
                                    restated  effective  May 3,  1994,  filed as
                                    Exhibit 10.8 on Form 10-K for the year ended
                                    December 31, 1994, and  incorporated  herein
                                    by reference.

                    10.8*           Amended and restated  Agreement, restated as
                                    of December 31, 1992, between   the  company
                                    and John C. Linehan filed as Exhibit  10(10)
                                    on Form 10-K for the  year  ended   December
                                    31,  1992,   and   incorporated   herein  by
                                    reference.

                    10.9*           Amended and restated  Agreement, restated as
                                    of December 31, 1992,  between   the company
                                    and Luke R. Corbett filed as Exhibit  10(11)
                                    on Form 10-K for the  year  ended   December
                                    31,  1992,  and   incorporated   herein   by
                                    reference.

                    10.10*          Amended and restated Agreement,  restated as
                                    of December  31,  1992,  between the company
                                    and Tom J.  McDaniel  filed as Exhibit 10.13
                                    on Form 10-K for the year ended December 31,
                                    1994, and incorporated herein by reference.

                    10.11*          Amended  and  restated  Agreement,  restated
                                    as of December 31, 1992, between the company
                                    and Russell G. Horner, Jr.

                    10.12*          Amended  and  restated  Agreement,  restated
                                    as of December 31, 1992, between the company
                                    and Kenneth W. Crouch.

                    10.13*          Consulting  agreement,  as of February 1997,
                                    between the  company and Frank A.  McPherson
                                    filed as Exhibit  10.13 on Form 10-K for the
                                    year   ended    December   31,   1996,   and
                                    incorporated herein by reference.

                    10.14*          Form of  agreement,  amended and restated as
                                    of December  31,  1992,  between the company
                                    and certain executive  officers not named in
                                    the Summary  Compensation Table contained in
                                    the company's definitive Proxy Statement for
                                    the 1998  Annual  Meeting  of  Stockholders,
                                    filed as Exhibit 10(14) on Form 10-K for the
                                    year   ended    December   31,   1992,   and
                                    incorporated herein by reference.

                    12              Computations  of  ratio of earnings to fixed
                                    charges.

                    13              1997 Annual Report to Stockholders.

                    21              Subsidiaries of the Registrant.

                    23              Consent of Arthur Andersen LLP.

                    24              Powers of Attorney.

                    27              Financial Data Schedule (electronic   filing
                                    only).


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

(b)     Reports on Form 8-K -

           No  reports  on Form 8-K  were  filed by the  Registrant  during  the
           quarter ended December 31, 1997.

<PAGE>

Report of Independent Public Accountant On Financial
    Statement Schedule

To Kerr-McGee Corporation:

        We  have  audited  in  accordance  with  generally   accepted   auditing
standards,   the  consolidated   financial  statements  included  in  Kerr-McGee
Corporation's  1997 Annual Report to  Stockholders  incorporated by reference in
this Form 10-K,  and have issued our report thereon dated February 20, 1998. 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 20, 1998






<PAGE>


                                                                    SCHEDULE II

                 KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                         VALUATION ACCOUNTS AND RESERVES


<TABLE>

<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, 1997
a.  Deducted from asset accounts
    Allowance for doubtful notes
      and accounts receivable              $ 13       $  2       $  -           $ 1       $ 14
    Warehouse inventory obsolescence          3          1          -             1          3
                                           ----       ----       ----           ---       ----
                                           $ 16       $  3       $  -           $ 2       $ 17
                                           ====       ====       ====           ===       ====

b.  Not deducted from asset accounts
    Environmental                          $235       $ 30       $(11)(A)(B)    $94       $160
    Postretirement benefits                 117         11          -             8        120
    Oil and gas site dismantlement and coal
      site reclamation and restoration      110         (3)       (11)(B)         5         91
    Surface mine stripping cost              15         38          -            34         19
    Pension benefits                          7         11          5 (A)        13         10
    Other                                     7          1          -             1          7
                                           ----       ----       ----           ---       ----
                                           $491       $ 88       $(17)         $155       $407
                                           ====       ====       ====          ====       ====

Year Ended December 31, 1996
a.  Deducted from asset accounts
    Allowance for doubtful notes
      and accounts receivable              $ 14       $  1       $  -           $ 2       $ 13
    Warehouse inventory obsolescence          3          -          -             -          3
                                           ----       ----       ----           ---       ----
                                           $ 17       $  1       $  -           $ 2       $ 16
                                           ====       ====       ====           ===       ====

b.  Not deducted from asset accounts
    Environmental                          $230       $ 55       $  4 (A)       $54       $235
    Postretirement benefits                 112         11          -             6        117
    Oil and gas site dismantlement and coal
      site reclamation and restoration      103         14          -             7        110
    Surface mine stripping cost              16         35          -            36         15
    Pension benefits                         11          -         (4)(A)         -          7
    Other                                     6          2          -             1          7
                                           ----       ----       ----           ---       ----
                                           $478       $117       $  -          $104       $491
                                           ====       ====       ====          ====       ====


Year Ended December 31, 1995
a.  Deducted from asset accounts
    Allowance for doubtful notes
      and accounts receivable              $ 11       $  3       $  1           $ 1       $ 14
    Warehouse inventory obsolescence          2          1          -             -          3
                                           ----       ----       ----           ---       ----
                                           $ 13       $  4       $  1           $ 1       $ 17
                                           ====       ====       ====           ===       ====

b.  Not deducted from asset accounts
    Environmental                          $166       $121       $  4 (A)       $61       $230
    Postretirement benefits                 108         12         (1)(A)         7        112
    Oil and gas site dismantlement and coal
      site reclamation and restoration       94         12          -             3        103
    Surface mine stripping cost              12         37          -            33         16
    Pension benefits                          9          4          -             2         11
    Other                                     8          1         (2)(A)         1          6
                                           ----       ----       ----           ---       ----
                                           $397       $187       $  1          $107       $478
                                           ====       ====       ====          ====       ====


(A)  Transfer  (to) from  current  liabilities.  (B)  Transfer  from reserve for
abandonment to environmental.
</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,
                                                     Chairman of the Board and
                                                      Chief Executive Officer




March 26, 1998                              By:    (John C. Linehan)
    Date                                           John C. Linehan,
                                                   Executive Vice President and
                                                     Chief Financial Officer




                                            By:    (Deborah A. Kitchens)
                                                   Deborah A. Kitchens,
                                                   Vice President and Controller
                                                    and Chief Accounting Officer



*       By his signature set forth below, John C. Linehan 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 C. Linehan)
                                                   John C. Linehan

<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:    Paul M. Anderson*
                                                   Paul M. Anderson, Director

                                            By:    Bennett E. Bidwell*
                                                   Bennett E. Bidwell, Director

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

                                            By:    Martin C. Jischke*
                                                   Martin C. Jischke, Director

                                            By:    Tom J. McDaniel*
                                                   Tom J. McDaniel, Director

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

March 26, 1998                              By:    John J. Murphy*
     Date                                          John J. Murphy, Director

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

                                            By:    Richard M. Rompala*
                                                   Richard M. Rompala, Director

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


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


                                            By:    (John C. Linehan)
                                                   John C. Linehan