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, 1999

                          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
         Preferred Share Purchase Right
         8-1/2% Sinking Fund Debentures,
             Due June 1, 2006                        New York Stock Exchange
         7-1/2% Convertible Subordinated
             Debentures Due May 15, 2014             New York Stock Exchange
         5-1/2% Exchangeable Notes
             Due August 2, 2004                      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 $4.2 billion as of February 29, 2000.

The number of shares of common stock  outstanding  as of February 29, 2000,  was
94,135,511.

                       DOCUMENTS INCORPORATED BY REFERENCE

Specified  sections  of  the  Kerr-McGee   Corporation  1999  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 2000 Annual Meeting
of Stockholders, which will be filed with the Securities and Exchange Commission
within 120 days after  December 31, 1999, 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 minerals, mining and marketing.  Kerr-McGee owns
a large  inventory of natural  resources  that includes oil and gas reserves and
chemical and mineral deposits.

         For a discussion of recent business developments,  reference is made to
the "Kerr-McGee/Oryx  Merger" section of Management's Discussion and Analysis in
the 1999 Annual Report to  Stockholders,  which  discussion is  incorporated  by
reference in Item 7, and the Exploration and Production  discussion  included in
this Form 10-K. Additionally,  business developments subsequent to year-end 1999
are discussed in Note 25 to the  Consolidated  Financial  Statements in the 1999
Annual  Report,  which  note is  incorporated  by  reference  in Item 8, and the
Exploration and Production and Chemicals discussions in this Form 10-K.

                                INDUSTRY SEGMENTS

         For  information as to business  segments of the company,  reference is
made to Note 24 to the  Consolidated  Financial  Statements  in the 1999  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 and Gas Onshore  LLC,  Kerr-McGee  Oil (U.K.) PLC,
Kerr-McGee  North Sea  (U.K.)  Limited,  Kerr-McGee  Resources  (U.K.)  Limited,
Kerr-McGee China Petroleum Ltd. and various other subsidiaries.

         The  areas of  Kerr-McGee's  offshore  oil and gas  exploration  and/or
production  activities  are the Gulf of Mexico,  North Sea,  Australia,  Brazil,
China,  Thailand and Gabon. Onshore exploration and/or production operations are
in the United  States,  Indonesia,  the  United  Kingdom,  Kazakhstan,  Algeria,
Ecuador, 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 1999 Annual Report to
Stockholders  or its 2000 Proxy  Statement is deemed to be filed as part of this
annual report on Form 10-K.

         The  merger of  Kerr-McGee  Corporation  and Oryx  Energy  Company  was
completed on February 26, 1999. The merger created one of the largest U.S.-based
independent  oil  and  gas  exploration  and  production  companies  based  upon
reserves. The combination resulted in significant additions to Kerr-McGee's core
exploration and production operations in the United States and the North Sea and
further  contributed to the company's  international  exploration and production
efforts.  All prior period  amounts in this report have been restated to reflect
the combined company as though it had always been in existence.

         Kerr-McGee's  average  daily oil  production  during  1999 was  196,900
barrels, an increase of 14% from 1998. Kerr-McGee's average oil price was $17.15
per barrel in 1999, compared with $12.52 per barrel for 1998.

         During 1999, natural gas sales averaged 580 million cubic feet per day,
down 1% from  1998  sales.  The 1999  average  natural  gas  price was $2.35 per
thousand cubic feet, compared with $2.12 per thousand cubic feet for 1998.

         Kerr-McGee continued to add to its worldwide acreage inventory in 1999.
Gross acreage at year-end 1999 was more than 43 million acres, an increase of 7%
compared with year-end 1998.

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

         Reference is made to Notes 26, 27 and 28 to the Consolidated  Financial
Statements  in  the  1999  Annual  Report  to  Stockholders,   which  notes  are
incorporated  by reference  in Item 8. These notes  contain  information  on the
costs  incurred  in crude oil and natural  gas  activities  for each of the past
three years;  results of operations  from crude oil and natural gas  activities,
average sales prices per unit of crude oil and natural gas, and production costs
per  barrel  of oil  equivalent  (BOE)  for each of the past  three  years;  and
capitalized  costs of crude oil and natural gas  activities at December 31, 1999
and 1998.

Reserves
--------

         Kerr-McGee's  estimated  proved  crude  oil,  condensate,  natural  gas
liquids and natural gas reserves at December  31,  1999,  and the changes in net
quantities  of such reserves for the three years then ended are shown in Note 29
to  the  Consolidated   Financial  Statements  of  the  1999  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, 1999, the company had interests in  undeveloped  oil
and gas leases in the Gulf of Mexico,  onshore United States, the United Kingdom
and  Danish  sectors  of the  North  Sea  and  onshore  and  offshore  in  other
international areas as follows:

                                           Gross              Net
Location                                  Acreage           Acreage
--------                                  -------           -------

United States -
     Offshore                            1,733,934         1,066,349
     Onshore                               886,304           494,069
                                        ----------        ----------
                                         2,620,238         1,560,418
                                        ----------        ----------

North Sea                                1,673,217           860,797
                                        ----------        ----------

Other international -
     Yemen                               9,879,761         4,724,346
     Australia                           8,175,232         3,642,818
     Thailand                            4,861,797         4,132,526
     Brazil                              3,877,510         1,388,137
     Gabon                               3,115,997           436,240
     Kazakhstan                          2,248,000         2,248,000
     Algeria                             1,878,587         1,878,587
     China                                 733,901           345,824
     Ecuador                               484,326           242,163
                                        ----------        ----------
                                        35,255,111        19,038,641
                                        ----------        ----------

         Total                          39,548,566        21,459,856
                                        ==========        ==========

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

         At December 31, 1999,  the company had  interests in developed  oil and
gas acreage in the Gulf of Mexico,  onshore  United  States,  the United Kingdom
sector of the North Sea, and onshore and offshore in other  international  areas
as follows:
                                          Gross              Net
Location                                 Acreage           Acreage
--------                               ---------         ---------

United States -
     Offshore                            672,118           319,138
     Onshore                             858,371           477,381
                                       ---------         ---------
                                       1,530,489           796,519
                                       ---------         ---------

North Sea                                451,674           105,209
                                       ---------         ---------

Other international -
     Indonesia                         1,724,629           517,389
     Ecuador                             494,210           247,105
     China                                78,332            19,191
     Kazakhstan                            1,000             1,000
                                       ---------         ---------
                                       2,298,171           784,685
                                       ---------         ---------

        Total                          4,280,334         1,686,413
                                       =========         =========

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

         Domestic and  international  exploratory and development  wells drilled
during the three years ended December 31, 1999, are as follows.

                                           1999          1998           1997
                                           ----         -----          -----

Exploratory Wells - Net(1)
     United States
         Productive                        1.70          3.40           6.65
         Dry holes                         2.15          6.73           5.65
                                           ----         -----          -----
                                           3.85         10.13          12.30
                                           ----         -----          -----
    North Sea
         Dry holes                          .80          2.05            .40
                                           ----         -----          -----

     Other international
         Productive                           -          1.00           1.00
         Dry holes                          .80          5.64           1.37
                                           ----         -----          -----
                                            .80          6.64           2.37
                                           ----         -----          -----

              Total                        5.45         18.82          15.07
                                           ====         =====          =====


         The above 1999 net well  count does not  include  5.77  successful  net
wells (3.15 United States, 1.0 North Sea and 1.62 Other international) that were
drilled in 1999 but are currently suspended.


                                           1999          1998           1997
                                          -----         -----         ------

Development Wells - Net(1)
     United States
         Productive                       34.87         46.99          81.11
         Dry holes                         5.38          8.00           6.00
                                          -----         -----         ------
                                          40.25         54.99          87.11
                                          -----         -----         ------
     North Sea
         Productive                        9.31         10.77           5.55
         Dry holes                          .51             -              -
                                          -----         -----         ------
                                           9.82         10.77           5.55
                                          -----         -----         ------

     Other international
         Productive                        2.05          4.54           9.12
         Dry holes                            -          1.00           1.00
                                          -----         -----         ------
                                           2.05          5.54          10.12
                                          -----         -----         ------

              Total                       52.12         71.30         102.78
                                          =====         =====         ======



(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, 1999,  is shown in the  following  table.  These wells
include  2,069  gross or 938.55  net wells  associated  with  improved  recovery
projects and 274 gross or 168.38 net wells that have  multiple  completions  but
are included as single wells.

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

Crude Oil
     United States                             2,514                 1,273.21
     North Sea                                   306                    79.14
     Ecuador                                      54                    19.17
     China                                        25                     6.13
     Kazakhstan                                   16                     8.00
     Indonesia                                    25                     7.50
                                               -----                 --------
                                               2,940                 1,393.15
                                               -----                 --------

Natural Gas
     United States                               856                   530.81
     North Sea                                    45                     3.48
                                               -----                 --------
                                                 901                   534.29
                                               -----                 --------

         Total                                 3,841                 1,927.44
                                               =====                 ========


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

         At  year-end  1999,  the company had wells  classified  as  temporarily
suspended or in the process of drilling as follows:

                                              Gross                    Net
                                              Wells                   Wells
                                              -----                   -----
     United States                              32                    13.54
     North Sea                                  24                    11.67
     Indonesia                                  17                     5.10
     China                                       5                     4.09
     Ecuador                                     4                     2.00
     Australia                                   5                     1.25
     Kazakhstan                                  2                     1.00
                                                --                    -----

         Total                                  89                    38.65
                                                ==                    =====


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

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

(Millions)                                      1999         1998           1997
                                            --------       ------       --------

Crude oil and condensate - barrels
     United States                              29.0         24.2           25.8
     North Sea                                  38.4         31.8           30.5
     Other international                         5.4          6.8            6.6
                                            --------       ------       --------
                                                72.8         62.8           62.9
                                            ========       ======       ========

Crude oil and condensate
     United States                          $  483.2       $307.6       $  472.8
     North Sea                                 687.1        411.0          578.3
     Other international                        77.7         67.8          101.1
                                            --------       ------       --------
                                            $1,248.0       $786.4       $1,152.2
                                            ========       ======       ========

Natural gas - MCF
     United States                             191.0        197.3          235.2
     North Sea                                  20.7         15.7           14.9
                                            --------       ------       --------
                                               211.7        213.0          250.1
                                            ========       ======       ========

Natural gas
     United States                          $  454.5       $413.2       $  571.9
     North Sea                                  43.8         38.7           36.4
                                            --------       ------       --------
                                            $  498.3       $451.9       $  608.3
                                            ========       ======       ========


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 several energy marketing
companies to sell  substantially  all of its domestic  crude oil and natural gas
production.  International crude oil and natural gas is sold both under contract
and through spot market sales in the geographic area of production.

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, 1999, the company was  participating in 39 active
improved recovery projects located  principally in Texas,  Oklahoma,  New Mexico
and the United Kingdom  sector of the North Sea. Most of the company's  improved
recovery operations incorporate water injection.

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

Gulf of Mexico

         Since  1947,  the Gulf of Mexico has been a focal area for  Kerr-McGee,
and  represented  40% of  Kerr-McGee's  oil  and gas  production  in  1999.  The
company's  scale of  operations  significantly  increased  during  1999 with the
merger of the Oryx assets.  Kerr-McGee  is now  positioned as one of the largest
independent  producers in the Gulf of Mexico and has significantly  expanded its
deepwater exploration, exploitation and production activities.

         This deepwater strategy has begun to yield results,  with 10 successful
discovery and appraisal  wells drilled in water depths  greater than 600 feet in
1999.  Discoveries  for 1999  include the  Kerr-McGee  operated  Nansen (50% K-M
interest),  Boomvang (30%) and West Boomvang (30%)  prospects,  where plans call
for further  appraisal  drilling into 2000 followed by development  drilling and
facility installation.  First production from these fields is anticipated in the
first  half of 2002.  Discoveries  were also made in Garden  Banks  blocks  200,
108/152 and 184. The Garden Banks 108/152 (45%) wells were completed in 1999 and
have begun production. Garden Banks 184 (50%) block is expected to be brought on
production  in 2000 and Garden Banks 200 (25%) block should begin  production by
the first quarter of 2001.

         Also in 1999, Kerr-McGee added 241,473 net acres to its deepwater lease
inventory  through federal lease sales.  All of these leases are in water depths
greater than 600 feet.  Additional  acreage was also added through  acquisitions
and trades. The aggressive exploration drilling program initiated in mid-1999 is
expected to continue, with anticipated drilling of 8 to 10 deepwater exploratory
wells in 2000.

         During 1999, three new fields began production in the Gulf of Mexico. A
summary of these and other major producing fields is as follows:

         Main Pass 162 (35%):  First gas production from the Main Pass 162 Field
began in September 1999. This two-well platform  development  located in 91 feet
of water was producing  approximately 14 million gross cubic feet of gas per day
at year-end.

         Garden Banks 108 (45%): First production from this  Kerr-McGee-operated
field began in December  1999. The field was developed with a single subsea well
tied back to the Kerr-McGee operated Garden Banks 65 Field. The well tested at a
gross  production  rate of 6.7  million  cubic  feet of gas per day,  which  was
constrained by facility capacity.

         Garden  Banks 152 (45%):  This  Kerr-McGee-operated  block came on line
during  December  1999 via a single subsea well tied back to the Garden Banks 65
Field.  Initial production from this well was 20 million gross cubic feet of gas
per day.

         Baldpate  Field,  Garden Banks 260 Area (50%):  Average 1999 production
from the Baldpate Field, inclusive of the Penn State Field subsea satellite well
(50%),  was 43,000  barrels of oil per day and 167 million cubic feet of gas per
day. At year-end  there were seven  platform wells and one subsea well producing
approximately  56,000  barrels of oil per day and 210 million  cubic feet of gas
per day.  Plans  include  drilling  one  additional  platform  well,  which  was
commenced  in early  2000.  The field is  located  in 1,690 feet of water and is
producing from an articulated compliant tower.

         Neptune  Field,  Viosca Knoll 826 Area (50%):  Average 1999  production
from the Neptune  Field was 28,000  barrels of oil per day and 26 million  cubic
feet of gas per day from the world's first production spar.  Production was from
10 platform  wells and two subsea wells.  One of the subsea wells was drilled in
1999 and was producing 4,000 barrels of oil per day at year-end.

         Pompano  Field,  Viosca  Knoll  989  Area  (25%):  Average  1999  field
production  was 45,700  barrels of oil per day and 56 million  cubic feet of gas
per day. At year-end there were 29 platform and subsea wells contributing to the
production.  Plans for a  multiwell  drilling  program  in early  2000 have been
approved.

         Other significant development activities in the Gulf of Mexico include:

         1)       Garden Banks 184 Field (50%): The project is a one-well subsea
                  tieback with expected first production in the third quarter of
                  2000.

         2)       Conger Field,  Garden Banks 215 (25%):  This three-well subsea
                  development is currently under  construction  with anticipated
                  startup in the fourth quarter 2000.

         3)       Northwestern  Field,  Garden  Banks 200  (25%):  This two well
                  subsea tieback project is proceeding  towards first production
                  expected by the first quarter of 2001.

U.S. Onshore

         The Oryx merger in 1999 resulted in  Kerr-McGee's  re-entry in the U.S.
onshore environment with production  operations in Texas,  Oklahoma,  New Mexico
and Louisiana. In 1999, company's the onshore average production rate was 18,600
barrels of oil per day and 170 million  cubic feet of gas per day. At the end of
1999, the onshore reserve base  represented 22% of Kerr-McGee's  total worldwide
reserves.

         Following is a summary of key U.S. onshore developments:

         Indian Basin  Field,  Eddy County,  New Mexico  (55%):  Four wells were
drilled and four workovers  completed  during 1999,  resulting in an incremental
net production increase of 8.5 million cubic feet of gas per day. Kerr-McGee net
production  from the total field was 22.3  million  cubic feet of gas per day in
1999. Additional development is planned for 2000.

         Double A Wells Field,  Polk County,  Texas (40%):  The 3-D seismic data
acquired in 1999 was instrumental in generating 1999 drilling opportunities,  as
well as providing an understanding  of the geological  framework for this field.
Two wells were completed during 1999 with a combined gross production rate of 16
million cubic feet of gas per day.  Kerr-McGee's  net production  from the field
was 1,100 barrels of oil per day and 23 million cubic feet of gas per day. Field
development will continue during 2000.

         South Texas Fields (80%): Eleven wells were completed during 1999, with
initial rates  totaling 20 million cubic feet of gas per day net to  Kerr-McGee.
Acquisition  of 3-D seismic  data  covering  14,000  acres of leasehold in Starr
County began in January 2000.  Kerr-McGee  net  production  from the area is 600
barrels of oil per day and 29 million cubic feet of gas per day.

         Mocane-Laverne Field, Harper and Beaver Counties,  Oklahoma (60%): This
continues  to  be an  area  of  active  development  for  Kerr-McGee.  The  1999
development  program consisted of 17 wells to develop  approximately 8.5 billion
cubic feet of net gas reserves. The field currently has a  reserve-to-production
ratio of 12 years. Kerr-McGee's net production from the area is 15 million cubic
feet of gas per day.

North Sea

         Kerr-McGee  has been  active in the North Sea area  since  1976.  As of
December 31, 1999,  following the merger with Oryx,  Kerr-McGee had interests in
27 United Kingdom  producing  fields.  The company's  average daily sales in the
North Sea increased by 22% from 1998 levels to 114,700 barrels of oil equivalent
per  day.  In  1999,  North  Sea  production  represented  more  than 52% of the
company's worldwide liquids production and 10% of its gas sales.

         On January 18,  2000,  the  company  completed  the  purchase of Repsol
S.A.'s upstream oil and gas operations in the United Kingdom sector of the North
Sea. The former Repsol  properties are expected to add daily production of about
30,000 barrels of oil equivalent  and proved  reserves of 96 million  barrels of
oil equivalent.

         The company's North Sea exploration  program  consisted of six wells in
1999,  including a discovery drilled on the South Leadon prospect.  In addition,
seismic data was  acquired  over the Leadon area and over  Kerr-McGee's  Denmark
acreage.

         Following is a summary of the company's  four key  developments  in the
North  Sea,  which  contribute  approximately  60% of  the  region's  total  net
production. All four fields are operated by Kerr-McGee:

         Janice Field,  block 30/17a (50.9%):  First  production from Janice was
achieved in February 1999 with initial production rates exceeding  expectations.
In 1999,  the Janice field produced an average of 41,000  barrels of oil per day
and more than 5 million cubic feet of gas per day.

         Ninian Field, blocks 3/3 and 3/8 (44.9%):  Ninian Field consists of two
steel and one concrete  jacket  platforms  producing  from a  combination  of 82
producing  and  injection  wells.  Oil is exported  to the Sullom Voe  Terminal.
During 1999,  the field  produced an average of more than 42,000  barrels of oil
per day. In 1999,  Ninian also achieved record low operating  costs,  which were
50% lower than those incurred in the early 1990s.

         Murchison Field, block 211/19a (68.72%):  Murchison Field production is
via a steel jacket platform with oil exported to the Sullom Voe Terminal and gas
exported to the St.  Fergus  Terminal.  In 1999,  Murchison  produced  more than
21,300  barrels  of oil  equivalent  per day.  A  successful  six-well,  in-fill
drilling program was completed on Murchison in 1999.

         Gryphon Field, block 9/18b (61.5%):  Gryphon was the first field in the
North  Sea  to  use  a  permanently  moored  floating  production,  storage  and
offloading (FPSO) vessel. The company's interest in Gryphon increased from 46.5%
to 61.5% as a result  of a 1999  asset  swap.  In  1999,  the  field  production
averaged more than 20,400 barrels of oil per day.

Other International

         In 1999, Kerr-McGee continued its exploration and production efforts by
strategically   expanding  into  selected  international  areas.  A  summary  of
developments follows:

Indonesia:

         Jabung block (30%),  Sumatra:  This 1.7 million-acre  block consists of
five proven oil and gas fields.  Two fields are currently on  production,  while
the remaining fields are expected to commence production from late 2000 to 2002.
Production from the Jabung block averaged 10,300 gross barrels of oil per day in
1999.

         Appraisal work on the Northeast  Betara,  North Betara and Gemah Fields
(30%) was  completed  in 1999.  On January 7, 2000,  the  Indonesian  government
approved  development plans  incorporating oil, gas, condensate and LPG from all
five fields.  Several exploratory  prospects are planned for 2000 in addition to
an active development drilling schedule.

China:

         Liuhua 11-1 Field (24.5%),  South China Sea: In production  since 1996,
this field has been developed  entirely with horizontal wells.  Gross production
averaged 21,200 gross barrels of oil per day in 1999.

         Block 04/36 (81.8%),  Bohai Bay: Kerr-McGee acquired its pro rata share
of Murphy  Petroleum's  interest  in the block and drilled  the  successful  CFD
11-1-1  exploratory  well  during  1999.  More  than  280  feet  of oil  pay was
encountered over five zones. A second exploratory  appraisal well was started in
late December.  This well has encountered  approximately  210 feet of oil pay in
the same formations. Plans for 2000 include further appraisal drilling and a 3-D
seismic survey.

         Block 05/35 (50%),  Bohai Bay: An exploratory  well is planned for this
block during 2000 to test the same play concept on trend with Block 04/36.

Thailand:

         Block W7/38 (85%),  Andaman Sea: Kerr-McGee is the operator of this 4.9
million-acre block. Seismic evaluation work was completed in 1999.

Algeria:

         Kerr-McGee  has a 100%  interest in 1.9 million acres in Blocks 210 and
235.  Seismic data was acquired in 1999, and an exploratory  well is planned for
late 2000.

Kazakhstan:

         Arman JV (50%): The Arman Field lies along the eastern coastline of the
Caspian  Sea  approximately  300  kilometers  north of  Aktau.  In  1999,  gross
production averaged 4,400 barrels of oil per day.

         Caspian Pipeline  Consortium  (1.75%):  The Caspian Pipeline Consortium
Project  consists of the  construction of a pipeline from the Caspian Sea to the
Black Sea in order to increase the export capacity from western  Kazakhstan.  In
1999  pipeline   installation  and  marine  terminal   construction   commenced.
Completion is anticipated for mid to late 2001.

         Mertvyi  Kultuk  (100%):  The  company-operated  Mertvyi  Kultuk  block
contains  approximately  2.25 million acres and is located in the Ust-Yurt Basin
along  the  northeastern  shore  of the  Caspian  Sea in  Kazakhstan.  The  1999
activities included civil construction and further 3-D seismic interpretation in
preparation for 2000 exploration drilling.

Gabon:

         Anton  and  Astrid  Marin  Blocks  (14%):  Located  offshore  along the
southern  coast of Gabon,  the Anton  Marin and Astrid  Marin  blocks  total 3.1
million acres in water depths  ranging from 6,000 feet to more than 10,000 feet.
Activities in 1999 included  completion of a 3-D seismic program,  initiation of
conceptual development and drilling efficiency studies.  Exploration drilling is
expected to commence in late 2000.

Yemen:

         Blocks 50 (47.5%) and 51 (43.8%): These exploration blocks cover nearly
10 million acres. In 1999, Kerr-McGee completed exploration  commitments on both
blocks. Kerr-McGee expects to acquire additional seismic data on these blocks in
2000 to further evaluate potential  prospective areas.  Exploratory  drilling is
anticipated in 2001.

Brazil:

         Block BS-1 (40%), Santos Basin: Kerr-McGee, as operator, and Exxon have
farmed into this Petrobras concession. A 3-D seismic program is planned for 2000
with a well expected to be drilled in early 2001.

         Block BM-S-3  (30%),  Santos  Basin:  Kerr-McGee  and its partners were
successful  bidders on this National  Petroleum  Agency first bid round block in
June 1999. A 3-D seismic  program is planned for 2000 with an  exploratory  well
proposed for 2001.

Ecuador:

         Block 7 (494,000 acres):  Coca-Payamina (23%), Gacela, Lobo, Jaguar and
Mono (all 50%) comprise Kerr-McGee's producing fields in this block.  Production
averaged  approximately 13,500 gross barrels of oil per day in 1999.  Kerr-McGee
completed negotiations with the Ecuadorian government and signed an agreement on
March 23, 2000,  to convert the  previous  service  contract to a  participation
contract.  The participation  contract is projected to become effective April 1.
The Kerr-McGee Coca-Payamino working interest will increase from 23% to 50%.

         Block 21 (50%)  (494,000  acres):  Appraisal  drilling  of the  Yuralpa
structure was completed in 1999,  and a plan of development is anticipated to be
filed with the Ecuadorian  government by mid-2000.  Two  additional  exploration
wells are planned in 2000, which would complete the drilling  commitment on this
block.

         OCP Pipeline: Kerr-McGee is a member of a consortium that is evaluating
the  installation  of a new pipeline  system  planned in Ecuador.  This pipeline
should  increase the Ecuador  production  capacity by  approximately  250,000 to
300,000  barrels of oil per day,  allowing  for the  continued  expansion of the
already active Oriente Basin.

Australia:

         Bayu-Undan  Field  (11.2%):  The  Bayu-Undan  gas-condensate  field  is
located in the Zone of Cooperation  Area of the Timor Sea between  Australia and
East Timor.  During 1999, a development  plan was approved by unit  participants
and  submitted  for  regulatory  approval.  Project  sanction was received  from
regulatory agencies in February 2000. First production is expected in late 2003.

         NTP-54 (45%): Kerr-McGee is the operator of the 2.3 million acre block.
The 1999 activities included acquisition and interpretation of 2-D seismic data.
There are no well  commitments on this block.  Activities  anticipated  for 2000
include a second phase of seismic data acquisition.

         WA 276-P, WA 277-P and WA 278-P (39%):  Kerr-McGee operates these three
contiguous blocks comprising 1.8 million acres in the southern  Bonaparte Basin.
The 1999 activities included acquisition and interpretation of 2-D seismic data.
Plans for 2000 are to drill four  exploratory  commitment  wells on these  three
blocks.
                                    CHEMICALS

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

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

     On February 14, 2000, the company reached definitive agreements, subject to
government  approvals,  with  Kemira  Oyj of Finland to  purchase  its  titanium
dioxide pigment operations in Savannah, Georgia, and Botlek, the Netherlands for
$403 million. Both plants use Kerr-McGee's proprietary chloride technology,  and
the  Savannnah  plant also  produces  titanium  dioxide  pigment by the  sulfate
process.

Pigment

         The company's  primary  chemical  product is titanium  dioxide pigment,
which is produced at four titanium  dioxide  (TiO2) plants located in the United
States, Australia, Germany and Belgium. The plants in Hamilton, Mississippi, and
Kwinana,  Western  Australia,  manufacture TiO2 using the company's  proprietary
chloride-process  technology.  The plants in  Uerdingen,  Germany,  and Antwerp,
Belgium, produce TiO2 using the sulfate process.

         The  company's  TiO2 plant at Hamilton,  Mississippi,  has a production
capacity of 188,000  tonnes per year. A plant  expansion  completed in the third
quarter of 1999 increased the facility's  annual  production  capacity by 25% or
38,000 tonnes. The feedstock for the Hamilton plant is synthetic rutile from the
company's plant at Mobile,  Alabama. The annual production capacity at Mobile is
200,000 tonnes.

         The company  also owns an 80%  interest  in TiO2  plants in  Uerdingen,
Germany,  and Antwerp,  Belgium.  The annual capacity for the Uerdingen plant is
100,000 tonnes and for the Antwerp plant is 30,000 tonnes.

         The company  owns a 50% interest in a joint  venture  that  operates an
integrated  TiO2 project located within 120 miles of Perth,  Western  Australia.
The  project  consists  of a  heavy-minerals  mine and mill and  facilities  for
production of synthetic rutile and TiO2.

         Heavy  minerals  are mined  from  20,793  acres  that are leased by the
Western  Australia  joint venture.  The company's 50% interest in the property's
remaining  in-place proven and probable  reserves is 5.8 million tonnes of heavy
minerals  containing 161 million  tonnes of sand averaging 3.6% heavy  minerals.
The valuable heavy minerals are composed of 4.4% rutile,  60.6%  ilmenite,  3.3%
leucoxene and 10.9% zircon, with the remaining 20.8% of heavy minerals presently
having no value.

         The  heavy  minerals  are  processed  at  the  675,000   tonne-per-year
separation mill. The recovered ilmenite is processed into synthetic rutile at an
adjoining synthetic rutile facility,  which has a capacity of 195,000 tonnes per
year. The production from the synthetic rutile plant serves as feedstock for the
pigment plant in Kwinana,  Western Australia.  The annual production capacity of
the pigment plant in Kwinana,  Western Australia, is 85,000 tonnes, in which the
company owns a 50% interest.

         Information regarding  heavy-mineral  reserves,  production and average
prices  for the three  years  ended  December  31,  1999,  is  presented  in the
following  table.  Mineral  reserves  in  this  table  represent  the  estimated
quantities  of  proved  and  probable  ore  that,  under  presently  anticipated
conditions,  may be profitably  recovered  and  processed for the  extraction of
their mineral content. Future production of these resources is dependent on many
factors, including market conditions and government regulations.

(Thousands of tonnes)                   1999              1998             1997
---------------------                  -----             -----            -----

Proved and probable (demonstrated)
  reserves                             5,800             5,600            5,900

Production                               199               209              212

Average market price (per tonne)        $131              $124             $140

         The company  also owns a 25% equity  interest in a TiO2 plant in Yanbu,
Saudi Arabia. The plant uses the company's  proprietary  chloride process in its
manufacturing process and has a total production capacity of 67,000 tonnes.

Other Products

         Electrolytic  Products  -  Facilities  at  the  Hamilton,  Mississippi,
complex  include a sodium  chlorate plant with a production  capacity of 130,000
tonnes  per year and a  manganese  metal  plant that has an annual  capacity  of
11,000 tonnes.

         The  Henderson,  Nevada,  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 - 26,500 tonnes;  boron trichloride - 340,000  kilograms;  and
elemental boron - 36,000 kilograms.

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

Marketing

         Pigment - 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 Kwinana, Western Australia, is sold
in the Far East and Australia.  The production from the Uerdingen,  Germany, and
Antwerp,  Belgium,  operations is primarily sold in Europe.  Kerr-McGee's annual
TiO2  sales  represented  about  10% of global  consumption.  World  demand  for
pigments is  expected to increase at an average  rate of 2.5 to 3% per year over
the next five years.

         Other - 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 for the
next five years.  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.  Sodium chlorate demand in the United States
is expected to increase  approximately  5% annually in the near term as the pulp
and paper industry continues the conversion to the chlorine dioxide process. The
company has about a 7% share of the U.S. market.

         Manganese  metal is used in aluminum,  specialty  and  stainless  steel
alloys.  The primary use of manganese metal is for alloying  aluminum can sheet.
The company supplies  approximately 40% of the U.S. aluminum industry  manganese
requirements.

         Kerr-McGee is the largest producer of boron trichloride,  which is used
to  produce   boron   filament  for  sports   equipment   and   composites   for
high-performance aircraft, pharmaceuticals and semi-conductors.

         The  company's  share  of the U.S.  railroad  crosstie  market  is 33%.
Domestic  crosstie  demand is  expected  to remain  relatively  flat at about 13
million to 15 million ties per year.


                                      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, 1999,  the company had 3,653  employees.  Approximately
600, or 17% of these employees, were represented by chemical industry collective
bargaining agreements in Europe.

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

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

         The titanium dioxide pigment business is very  competitive.  The number
of  competitors  in the industry has  declined due to recent  consolidations,  a
trend  that is  expected  to  continue  as  companies  owning  chloride  process
technology  acquire  operations  that use the older  sulfate  technology.  It is
expected  that many of these  sulfate  plants will be  converted to the chloride
technology.  Worldwide,  Kerr-McGee  is one of  only  four  companies  that  own
chloride  technology to produce titanium dioxide pigment.  Cost efficiencies and
product  quality are key  competitive  factors in the titanium  dioxide  pigment
business.

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

                GOVERNMENT REGULATIONS AND ENVIRONMENTAL RESERVES

General
-------

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

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

         Federal, state and local laws and regulations relating to environmental
protection affect almost all company operations. During 1999, direct capital and
operating  expenditures  related  to  environmental  protection  and  cleanup of
existing  sites  totaled $22  million.  Additional  expenditures  totaling  $121
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 2000 and $120 million in 2001. Some  expenditures
to reduce the occurrence of releases to the  environment may result in increased
efficiency;  however, most of these expenditures produce no significant increase
in production  capacity,  efficiency or revenue.  Operation of pollution-control
equipment installed for these purposes usually entails additional expense.

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

         The company provides for costs related to contingencies  when a loss is
probable and the amount is reasonably estimable.

         It is not possible for the company to reliably  estimate the amount and
timing of all future expenditures related to environmental matters because of:

     -  the difficulty of predicting cleanup requirements and estimating cleanup
        costs;

     -  the uncertainty in quantifying  liability under environmental laws  that
        impose  joint  and  several  liability  on  all  potentially responsible
        parties; and

     -  the continually changing nature of  environmental  laws and regulations,
        and the uncertainty inherent in legal matters.

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

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

Item 3.   Legal Proceedings

         The company  continues its efforts to  decommission  a facility 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 11 to the Consolidated  Financial Statements in
the 1999 Annual Report to  Stockholders,  which are incorporated by reference in
Items 7 and 8, respectively.

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

         None submitted during the fourth quarter of 1999.

                      Executive Officers of the Registrant

         The following is a list of executive  officers,  their ages,  and their
positions and offices as of March 1, 2000:

<TABLE>
<CAPTION>

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

<S>                        <C>     <C>
Luke R. Corbett            53      Chief  Executive  Officer  since 1997.  Chairman of the Board since May 1999 and from
                                   1997 to February 1999. President and Chief Operating Officer from 1995 until 1997.

Tom J. McDaniel            61      Vice Chairman of the Board since 1997.  Senior Vice  President  from 1986 until 1997.
                                   Corporate Secretary from 1989 until 1997.

Robert M. Wohleber         49      Senior Vice  President and Chief  Financial  Officer since  December  1999.  Prior to
                                   joining the company in 1999,  served as Executive Vice President and Chief  Financial
                                   Officer  of  Freeport-McMoran  Exploration  Company,  President  and Chief  Executive
                                   Officer of  Freeport-McMoRan  Sulfur and Senior Vice  President  of  Freeport-McMoRan
                                   Gold and Copper Corporation.

Kenneth W. Crouch          56      Senior Vice President since 1996.  Senior Vice President,  Worldwide  Exploration and
                                   Production  operations  since 1998.  Senior Vice President,  Exploration,  Kerr-McGee
                                   Oil & Gas Corporation  from 1996 to 1998.  Senior Vice President,  North American 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.

W. Peter Woodward          51      Senior Vice  President  since 1997.  Senior Vice  President for  Kerr-McGee  Chemical
                                   since  1997.  Senior  Vice  President  Chemical  Marketing  for  Kerr-McGee  Chemical
                                   Corporation  from  May  1996  until  1997.  Director  Pigment  Business   Management,
                                   Kerr-McGee Chemical Corporation from 1993 until 1996.

Michael G. Webb            52      Senior Vice President for Strategic  Planning since 1996. Senior Vice President since
                                   1994. Senior Vice President,  Exploration,  Exploration and Production  Division from
                                   1994 until 1996.

Gregory F. Pilcher         39      Vice  President  and  General  Counsel  since May  1999.  Corporate  Secretary  since
                                   September 1999.  Deputy General Counsel for Business  Transactions from 1998 to 1999.
                                   Associate/Assistant  General Counsel for Litigation and Civil  Proceedings  from 1996
                                   to 1998.

George D. Christiansen     55      Vice President,  Safety and Environmental  Affairs since  March 1998. Vice President,
                                   Environmental Assessment and Remediation from 1996 to 1998. Vice President,  Minerals
                                   Exploration, Hydrology and Real Estate from 1994 to 1996.

Julius C. Hilburn          49      Vice President,  Human Resources since 1996.  Manager,  Benefits  Administration from
                                   1992 until 1996.

Deborah A. Kitchens        43      Vice  President and Controller  since 1996.  Controller,  Exploration  and Production
                                   Division from 1992 until 1996.

J. Michael Rauh            50      Treasurer since 1996. Vice President since 1987.  Controller from 1987 until 1996.

Jean B. Wallace            46      Vice President,  General  Administration since 1996. Vice President,  Human Resources
                                   from 1989 until 1996.

</TABLE>


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

                           FORWARD-LOOKING INFORMATION

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

                                     PART II

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

         Information  relative to the market in which the company's common stock
is traded, the high and low sales prices of the common stock by quarters for the
past two  years,  and the  approximate  number of  holders  of  common  stock is
furnished in Note 31 to the Consolidated Financial Statements in the 1999 Annual
Report to Stockholders, which note is incorporated by reference in Item 8.

         Quarterly  dividends  declared  totaled  $1.80  per share for the years
1999, 1998 and 1997. Cash dividends have been paid  continuously  since 1941 and
totaled $138 million in 1999, $86 million in 1998 and $85 million in 1997.

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 1999
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 1999 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 1999
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 1999 Annual Report to Stockholders are incorporated herein by reference:

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

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

         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  "Director   Information"   section  of  the  company's  proxy
              statement   for  2000   made  in   connection   with  its   Annual
              Stockholders' Meeting to be held on May 9, 2000.

(b)      Identification of executive officers -

              The  information  required  under this section is set forth in the
              caption "Executive  Officers of the Registrant" on pages 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 "Section  16(a)  Beneficial  Ownership  Reporting  Compliance"
              section  of  the  company's  proxy  statement  for  2000  made  in
              connection with its Annual Stockholders' Meeting to be held on May
              9, 2000.

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 2000 made in connection with its Annual  Stockholders'  Meeting to
be held on May 9, 2000.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

         For information  required under this section,  reference is made to the
"Security  Ownership"  portion  of the  "Director  Information"  section  of the
company's   proxy  statement  for  2000  made  in  connection  with  its  Annual
Stockholders' Meeting to be held on May 9, 2000.

Item 13.  Certain Relationships and Related Transactions

         For information  required under this section,  reference is made to the
"Director Information" section of the company's proxy statement for 2000 made in
connection with its Annual Stockholders' Meeting to be held on May 9, 2000.

                                     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
         1999 Annual Report to  Stockholders,  are  incorporated by reference in
         Item 8:

           Reports of Independent Public Accountants

           Consolidated  Statement  of Income for the Years Ended  December  31,
           1999, 1998 and 1997

           Consolidated  Statement  of  Comprehensive  Income and  Stockholders'
           Equity for the Years Ended December 31, 1999, 1998 and 1997

           Consolidated Balance Sheet at December 31, 1999 and 1998

           Consolidated Statement of Cash Flows for the Years Ended December 31,
           1999, 1998 and 1997

           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, 1999, 1998 and 1997

         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  filed
                         on Form 10-K for the year ended  December 31, 1998, and
                         incorporated herein by reference.

            3.2          Bylaws of Kerr-McGee  Corporation as approved  February
                         26,  1999,  filed as Exhibit 3.2 to the report filed on
                         Form 10-K for the year ended  December  31,  1998,  and
                         incorporated herein by reference.

            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  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 $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,
                         filed as Exhibit  4.5 to the report  filed on Form 10-K
                         for the year ended December 31, 1997, and  incorporated
                         herein by reference.

            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 26,  1998,  among  Kerr-McGee  Corporation,
                         Kerr-McGee Oil (U.K.) PLC, and several banks  providing
                         for  revolving  credit  of up to $150  million  through
                         April 28, 2002; the Revolving Credit Agreement dated as
                         of March 6, 2000,  between  Kerr-McGee  China Petroleum
                         Ltd.,  as  borrower,  and  Kerr-McGee  Corporation,  as
                         guarantor,  and several  banks  providing for revolving
                         credit of up to $100 million through March 3, 2003; the
                         $76  million  Credit  Agreement  dated  May  15,  1998,
                         between Kerr-McGee Resources (U.K.) Limited, Kerr-McGee
                         Andrew Limited,  Kerr-McGee  Dorset Limited and various
                         banks providing for revolving credit; the $100 million,
                         8% Note  Agreement  entered into by Oryx Energy Company
                         (Oryx)  dated as of October 20,  1995,  and due October
                         15,  2003;  the $150  million,  8.375%  Note  Agreement
                         entered into by Oryx dated as of July 17, 1996, and due
                         July 15, 2004; the $150 million,  8-1/8% Note Agreement
                         entered into by Oryx dated as of October 20, 1995,  and
                         due October 15, 2005; the $11 million,  9-1/4% Series A
                         Note Agreement  entered into by Oryx and due January 2,
                         2002; the $2.2 million,  9-1/2% Series A Note Agreement
                         entered into by Oryx and due February 1, 2002; the $150
                         million,  10% Note Agreement entered into by Oryx dated
                         as of April 10,  1991,  and due April 1, 2001;  and the
                         $150  million  variable  interest  rate Note  Agreement
                         dated as of November 1, 1999, and due November 1, 2001.
                         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.

            4.8          The $250 million Credit  Agreement dated as of February
                         26, 1999,  providing  for a 364- day  revolving  credit
                         facility,  filed as Exhibit 4.8 to the report  filed on
                         Form 10-K for the year ended  December  31,  1998,  and
                         incorporated herein by reference.

            4.9          The $500 million Credit  Agreement dated as of February
                         26, 1999,  providing for a three-year  revolving credit
                         facility   with  a  bullet   maturity   on  the   third
                         anniversary  of the execution of the Credit  Agreement,
                         filed as Exhibit  4.9 to the report  filed on Form 10-K
                         for the year ended December 31, 1998, and  incorporated
                         herein by reference.

            4.10         Indenture dated as of May 15, 1989, by and between Oryx
                         Energy   Company  and  Texas  Commerce  Bank  N.A.,  as
                         trustee,   relating   to  Oryx's   7-1/2%   Convertible
                         Subordinated  Debentures  due May 15,  2014,  filed  as
                         Exhibit 4.1 to Oryx's Form S-1,  effective May 5, 1989,
                         Registration No. 33-28494,  and incorporated  herein by
                         reference and the First  Supplemental  Indenture  among
                         Oryx Energy Company,  Kerr-McGee  Corporation and Chase
                         Bank of Texas,  N.A., as trustee,  dated as of February
                         26,  1999,  and filed as Exhibit  4.1 to Form 8-K filed
                         March 11, 1999, and incorporated herein by reference.

            4.11         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.

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

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

           10.3*         Description   of   the   company's   Annual   Incentive
                         Compensation  Plan, filed as Exhibit 10.3 to the report
                         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 10.5
                         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     Executive
                         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*         The    Kerr-McGee    Corporation    Annual    Incentive
                         Compensation  Plan  effective January 1, 1998, filed as
                         Exhibit 10.3  on  Form 10-Q for the quarter ended March
                         31, 1998, and incorporated herein by reference.

           10.9*         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.

           10.10*        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.

           10.11*        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.

           10.12*        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.

           10.13*        Amended and restated Agreement, restated as of December
                         31, 1992,  between  the  company  and Kenneth W. Crouch
                         filed  as Exhibit 10.12 on Form 10-K for the year ended
                         December  31,  1997,   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.

           10.15*        Oryx  Energy  Company  Executive   Retirement  Plan  as
                         amended and  restated  as of January 1, 1995,  filed as
                         Exhibit  10.6 on Form 10-K for the year ended  December
                         31,  1995,  and   incorporated   herein  by  reference;
                         Amendment No. one to the Executive  Retirement  Plan as
                         amended and restated  effective  January 1, 1995, filed
                         as  Exhibit  10.6a  on Form  10-K  for the  year  ended
                         December  31,   1995,   and   incorporated   herein  by
                         reference;   Amendment   No.   two  to  the   Executive
                         Retirement  Plan  as  amended  and  restated  effective
                         January  1, 1995,  filed as Exhibit  10.6b on Form 10-K
                         for the year ended December 31, 1996, and  incorporated
                         herein by reference;  Amendments  No. three and four to
                         the Executive  Retirement  Plan as amended and restated
                         effective  January 1, 1995,  filed as Exhibit  10.6c on
                         Form 10-K for the year ended  December  31,  1997,  and
                         incorporated herein by reference.

           12            Computations of ratio of earnings to fixed charges.

           13            1999 Annual Report to Stockholders.

           21            Subsidiaries of the Registrant.

           23.1          Consent of Arthur Andersen LLP.

           23.2          Consent of PricewaterhouseCoopers 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 -

              Current  Report on Form 8-K filed  January 19, 1999;  February 26,
              1999;  March 11, 1999; April 30, 1999; May 12, 1999; June 4, 1999;
              July 29, 1999; and October 15, 1999.  Current report on Form 8-K/A
              filed January 26, 1999; July 16, 1999; and July 26, 1999.


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


To Kerr-McGee Corporation:

         We  have  audited  in  accordance  with  auditing  standards  generally
accepted in the United States, the consolidated financial statements included in
Kerr-McGee  Corporation's  1999 Annual Report to  Stockholders  incorporated  by
reference in this Form 10-K,  and have issued our report  thereon dated February
25,  2000.  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



Oklahoma City, Oklahoma,
     February 25, 2000



                                                                  SCHEDULE II
<TABLE>

                 KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                         VALUATION ACCOUNTS AND RESERVES

<CAPTION>


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


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

Year Ended December 31, 1998
Deducted from asset accounts
Allowance for doubtful notes
  and accounts receivable                            $  14        $   1         $  -             $  1         $  14
Warehouse inventory obsolescence                         3            2            -                1             4
                                                     -----        -----         ----             ----         -----
        Total                                        $  17        $   3         $  -             $  2         $  18
                                                     =====        =====         ====             ====         =====

Year Ended December 31, 1997
Deducted from asset accounts
Allowance for doubtful notes
  and accounts receivable                            $  13        $   2         $  -             $  1         $  14
Warehouse inventory obsolescence                         3            1                             1             3
                                                     -----        -----         ----             ----         -----
        Total                                        $  16        $   3         $  -             $  2         $  17
                                                     =====        =====         ====             ====         =====

</TABLE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



                                        KERR-McGEE CORPORATION




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




March 30, 2000                          By:       (Robert M. Wohleber)
--------------                                    -----------------------
   Date                                           Robert M. Wohleber
                                                  Senior 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,  Gregory F. Pilcher 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:      (Gregory F. Pilcher)
                                                  --------------------
                                                  Gregory F. Pilcher


         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 30, 2000                       By:      Martin C. Jischke*
--------------                                ---------------------------
   Date                                       Martin C. Jischke, Director

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

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

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

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

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

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

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


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


                                          By:      (Gregory F. Pilcher)
                                                   --------------------
                                                   Gregory F. Pilcher