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, 2000

                          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 73102
                    (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
     7-1/2% Convertible Subordinated
         Debentures Due May 15, 2014               New York Stock Exchange
     5-1/4% Convertible Subordinated
         Debentures Due February 15, 2010          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.    [X]
              ---

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant was approximately $6.1 billion as of February 28, 2001.

The number of shares of common stock  outstanding  as of February 28, 2001,  was
94,671,473.

                       DOCUMENTS INCORPORATED BY REFERENCE

Specified  sections  of  the  Kerr-McGee   Corporation  2000  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, 2000, 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  Management's  Discussion and Analysis  section in the 2000 Annual Report to
Stockholders,  which  discussion is incorporated by reference in Item 7, and the
Exploration and Production and Chemicals discussions included in this Form 10-K.

                                INDUSTRY SEGMENTS

         For  information as to business  segments of the company,  reference is
made to Note 26 to the  Consolidated  Financial  Statements  in the 2000  Annual
Report to Stockholders, which note is incorporated by reference in Item 8.

                           EXPLORATION AND PRODUCTION

         Kerr-McGee  Corporation  owns  oil and gas  operations  worldwide.  The
company acquires leases and concessions and explores for, develops, produces and
markets crude oil and natural gas through its subsidiaries, Kerr-McGee Oil & Gas
Corporation,  Kerr-McGee  Oil and Gas  Onshore  LP,  Kerr-McGee  Oil (U.K.) PLC,
Kerr-McGee  North Sea  (U.K.)  Limited,  Kerr-McGee  Resources  (U.K.)  Limited,
Kerr-McGee Gryphon Limited, Kerr-McGee China Petroleum Limited 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,  Canada,  Benin, Morocco and Gabon. Onshore exploration and/or
production operations are in the United States,  Indonesia,  the United Kingdom,
Kazakhstan, 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 2000 Annual Report to
Stockholders  or its 2001 Proxy  Statement is deemed to be filed as part of this
annual report on Form 10-K.

         Kerr-McGee's  average  daily oil  production  during  2000 was  206,700
barrels, an increase of 5% from 1999.  Kerr-McGee's average oil price was $27.64
per barrel in 2000, compared with $17.26 per barrel for 1999.

         During 2000, natural gas sales averaged 531 million cubic feet per day,
down 8% from  1999  sales.  The 2000  average  natural  gas  price was $3.87 per
thousand cubic feet, compared with $2.38 per thousand cubic feet for 1999.

         Kerr-McGee continued to add to its worldwide acreage inventory in 2000.
Gross  undeveloped and developed  acreage at year-end 2000 was  approximately 58
million acres, an increase of 32% compared with year-end 1999.

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

         Reference is made to Notes 28, 29 and 30 to the Consolidated  Financial
Statements  in  the  2000  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, 2000
and 1999.

Reserves
--------

         Kerr-McGee's  estimated  proved  crude  oil,  condensate,  natural  gas
liquids and natural gas reserves at December  31,  2000,  and the changes in net
quantities  of such reserves for the three years then ended are shown in Note 31
to  the  Consolidated   Financial  Statements  in  the  2000  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
reserves. Minor differences in gas volumes occur due to different pressure bases
required in the reports.  However, the differences in estimates do not exceed 5%
of the total estimated reserves.

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

         As of December 31, 2000, the company had interests in  undeveloped  oil
and gas leases in the Gulf of Mexico,  onshore United States, the United Kingdom
and  Danish  sectors  of the  North  Sea  and  onshore  and  offshore  in  other
international areas as follows:
                                               Gross            Net
Location                                      Acreage         Acreage
--------                                   ----------       ---------

United States -
     Offshore                               2,072,660       1,427,909
     Onshore                                1,098,117         592,490
                                           ----------       ---------
                                            3,170,777       2,020,399
                                           ----------       ---------

North Sea                                   1,864,508         922,590
                                           ----------       ---------

Other international -
     Australia                             14,590,086       6,239,237
     Yemen                                  9,879,761       4,724,346
     Thailand                               4,861,797       4,132,526
     Brazil                                 3,877,510       1,388,137
     Canada                                 3,230,344       2,501,353
     Gabon                                  3,115,997         436,240
     Morocco                                2,965,262         741,316
     Benin                                  2,459,439       2,459,439
     Kazakhstan                             2,248,000       2,248,000
     China                                  1,399,108         960,518
     Ecuador                                  494,210         247,105
                                           ----------      ----------
                                           49,121,514      26,078,217
                                           ----------      ----------

         Total                             54,156,799      29,021,206
                                           ==========      ==========

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

         At December 31, 2000,  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                                 573,193         266,929
     Onshore                                  913,396         462,151
                                            ---------       ---------
                                            1,486,589         729,080
                                            ---------       ---------

North Sea                                     480,758         114,803
                                            ---------       ---------

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

         Total                              3,841,743       1,499,915
                                            =========       =========


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

         Domestic and  international  exploratory and development  wells drilled
during the three years ended December 31, 2000, are as follows:

                                        2000        1999         1998
                                       -----        ----         -----

Exploratory Wells - Net(1)
     United States
         Productive                     1.25        1.70          3.40
         Dry holes                      2.75        2.15          6.73
                                       -----        ----         -----
                                        4.00        3.85         10.13
                                       -----        ----         -----
    North Sea
         Dry holes                      4.66         .80          2.05
                                       -----        ----         -----

     Other international
         Productive                        -           -          1.00
         Dry holes                      3.13         .80          5.64
                                       -----        ----         -----
                                        3.13         .80          6.64
                                       -----        ----         -----

              Total                    11.79        5.45         18.82
                                       =====        ====         =====


         The above 2000 net well count does not  include  15.35  successful  net
wells (2.50 United  States,  8.02 North Sea and 4.83 Other  international)  that
were drilled in 2000 but are currently suspended.

                                        2000        1999          1998
                                       -----       -----         -----

Development Wells - Net(1)
     United States
         Productive                    34.85       34.87         46.99
         Dry holes                      3.09        5.38          8.00
                                       -----       -----         -----
                                       37.94       40.25         54.99
                                       -----       -----         -----
     North Sea
         Productive                     8.44        9.31         10.77
         Dry holes                      1.85         .51             -
                                       -----       -----         -----
                                       10.29        9.82         10.77

     Other international
         Productive                     4.50        2.05          4.54
         Dry holes                       .50           -          1.00
                                       -----       -----         -----
                                        5.00        2.05          5.54
                                       -----       -----         -----

              Total                    53.23       52.12         71.30
                                       =====       =====         =====



(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, 2000,  is shown in the  following  table.  These wells
include  2,148  gross or 919.18  net wells  associated  with  improved  recovery
projects and 315 gross or 211.35 net wells that have  multiple  completions  but
are included as single wells.

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

Crude Oil
     United States                              2,514        1,205.64
     North Sea                                    358           86.30
     Ecuador                                       59           29.50
     China                                         25            6.13
     Kazakhstan                                    14            7.00
     Indonesia                                     35           10.50
                                                -----        --------
                                                3,005        1,345.07
                                                -----        --------

Natural Gas
     United States                              1,114          644.67
     North Sea                                      4             .32
                                                -----        --------
                                                1,118          644.99
                                                -----        --------

         Total                                  4,123        1,990.06
                                                =====        ========


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

         At  year-end  2000,  the company had wells  classified  as  temporarily
suspended or in the process of drilling as follows:

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

     United States                                 40           19.28
     North Sea                                     39           24.09
     Indonesia                                     21            6.30
     China                                         10            7.54
     Ecuador                                        4            2.00
     Australia                                      7            2.03
     Kazakhstan                                     3            1.50
                                                  ---           -----

         Total                                    124           62.74
                                                  ===           =====


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)                                    2000        1999        1998
                                            --------    --------     ------

Crude oil and condensate - barrels
     United States                              27.0        29.0       24.2
     North Sea                                  43.1        38.4       31.8
     Other international                         5.5         5.4        6.8
                                            --------    --------     ------
                                                75.6        72.8       62.8
                                            ========    ========     ======

Crude oil and condensate
     United States                          $  742.6    $  489.0     $308.8
     North Sea                               1,205.0       687.2      411.0
     Other international                       143.0        80.0       69.7
                                            --------    --------     ------
                                            $2,090.6    $1,256.2     $789.5
                                            ========    ========     ======

Natural gas - MCF
     United States                             168.9       191.0      197.3
     North Sea                                  25.4        20.7       15.7
                                            --------    --------     ------
                                               194.3       211.7      213.0
                                            ========    ========     ======

Natural gas
     United States                          $  693.7    $  459.7     $415.1
     North Sea                                  58.8        43.8       38.7
                                            --------    --------     ------
                                            $  752.5    $  503.5     $453.8
                                            ========    ========     ======


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

         All of the  company's  crude  oil and  natural  gas is  sold at  market
prices.  Kerr-McGee has contracted  with several energy  marketing  companies to
sell  substantially  all of its domestic  crude oil and natural gas  production,
including one company that purchases approximately 85% of the company's U.S. 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, 2000,  the company was  participating  in 40
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  35% of Kerr-McGee's  oil and gas production in 2000.  Kerr-McGee is
one of the  largest  independent  producers  in  the  Gulf  of  Mexico  and  has
significantly  expanded its deepwater  exploration,  exploitation and production
activities in that area.

         In 2000,  Kerr-McGee  continued  to build  and  enhance  its  deepwater
exploration portfolio.  An additional 40 blocks, or 230,400 acres, were acquired
through  the  lease  sale  effort.   Kerr-McGee  was  one  of  the  most  active
participants  in the Gulf of Mexico federal lease sale program in 2000.  Outside
of lease sale activity,  an additional 33 blocks,  or 190,080 acres,  were added
through an  acquisition of Statoil's Gulf of Mexico  exploration  acreage.  This
acquisition  also  allowed  Kerr-McGee  to  consolidate  interests  in 60 blocks
already in the inventory.

         During the year,  10  deepwater  exploration  wells were drilled with a
success rate of 50%.  The most  noteworthy  success was the  Gunnison  discovery
(50%) in western Garden Banks. To date,  Gunnison is the first sizable discovery
in this area of the gulf.  The  17,000-foot  discovery well was drilled in 3,150
feet of water,  in Garden Banks block 668. The wellbore  encountered 275 feet of
net pay in three main zones. A downdip  confirmation  sidetrack was  immediately
drilled and penetrated 350 feet of net pay approximately  one-quarter mile north
of the discovery.

         Appraisal drilling continues on the Gunnison discovery, and development
options are under  evaluation.  Several satellite  opportunities,  including the
Durango  prospect,  are  currently  on the 2001  drilling  schedule  and will be
included in the development planning for the area. Kerr-McGee has interest in 43
blocks in the greater Gunnison area.

         During 2000, three new fields began production in the Gulf of Mexico. A
summary of these and other major producing fields is as follows:

         Conger field,  Garden Banks 215 (25%):  First gas  production  from the
Conger  field  began in  December  2000.  One well  came on line at 9,500  gross
barrels  of oil per day and 30  million  gross  cubic  feet of gas per day.  Two
additional  wells are expected to be completed  and placed on line in 2001.  The
three-well  subsea  development  uses  the  highest-pressure   multiwell  subsea
production  trees  installed  to date in the Gulf of  Mexico.  It is  located in
approximately 1,460 feet of water.

         Northwestern  field,  Garden Banks 200 (25%): First production from the
Northwestern  field began in November  2000.  The field was  developed  with two
subsea wells tied back to the  Kerr-McGee  operated  Garden Banks 65 field.  The
wells were producing 900 gross barrels of oil per day and 41 million gross cubic
feet of gas per day at year-end.

         Garden  Banks 184 (50%):  This  Kerr-McGee-operated  block came on line
during  August  2000 with a single  subsea well tied back to the High Island 371
field.  Initial production from this well was 25 million gross cubic feet of gas
per day.

         Baldpate  Field,  Garden  Banks  260 area  (50%):  Average  2000  gross
production  from the  Baldpate  field,  inclusive of the Penn State Field subsea
satellite  well (50%),  was 50,700  barrels of oil per day and 173 million cubic
feet of gas per day.  Plans for 2001 include  completing  the Garden Banks Block
216 #4 well as a subsea  producer  and  recompleting  the Garden Banks Block 216
well #2 sidetrack #1 into a high-rate gas pay interval.  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  2000  gross
production  from the  Neptune  field was  18,200  barrels  of oil per day and 20
million  cubic  feet of gas per day  from the  world's  first  production  spar.
Production was from 10 platform  wells and three subsea wells.  The third subsea
well was added in October 2000 and was producing  approximately 25 million gross
cubic feet of gas per day.

         Pompano  field,  Viosca  Knoll  989  area  (25%):  Average  2000  gross
production  for the field was 34,900 barrels of oil per day and 61 million cubic
feet of gas per day. At year-end, 31 platform and subsea wells were contributing
to the  production.  Plans for a  multiwell  drilling  program in 2001 have been
approved.

         Breton Sound 20 (100%):  A successful  exploratory well on block 27 had
gross initial  production  of 10 million  cubic feet of gas per day.  Additional
development  drilling  activity is planned for 2001. The Breton Sound 20 field's
gross  production  for 2000 averaged 4,200 barrels of oil per day and 12 million
cubic feet of gas per day.

         Main Pass 108 (75%): A successful  development well was drilled in late
2000.  Two  additional  development  wells are planned for 2001.  Average  gross
production  in 2000 for the Main Pass 108 field was 12 million cubic feet of gas
per day.

         Ship Shoal 28/32 (63%/71%): A development well was successfully drilled
and  completed in Ship Shoal 32 that added gross  production of 1,600 barrels of
oil per day. The acquisition of additional seismic data around the Ship Shoal 32
salt dome has generated other prospects that are expected to be drilled in 2001.
The Ship Shoal 28/32 field's gross  production  for 2000 averaged 900 barrels of
oil per day and 18 million cubic feet of gas per day.

         Other  significant   development  activities  in  the  Gulf  of  Mexico
included:

           *  Nansen field (50%), located in East Breaks blocks 602 and 646, was
              sanctioned in March 2000. This  Kerr-McGee-operated  field will be
              developed  utilizing the world's first production truss spar along
              with a subsea cluster.  The spar  development  concept is based on
              the   successful   application   of   this   technology   at   the
              Kerr-McGee-operated  Neptune field.  The capacity of the spar will
              be 40,000 barrels of oil per day and 200 million cubic feet of gas
              per day.  Approximately  10 wells will be utilized to produce this
              field, which is expected to come on line by late 2001. The oil and
              gas will be  delivered  to  markets  along  the Texas  gulf  coast
              utilizing the new BANGO and Sea Hawk gathering systems.


           *  Boomvang  field (30%),  located in East Breaks blocks 642, 643 and
              668, was also sanctioned in March 2000. The development plan calls
              for the  installation  of a  separate  truss spar to be located in
              block 643 and two subsea clusters to produce the reserves  located
              in blocks 642 and 668. The  Boomvang  spar will have a capacity of
              40,000  barrels of oil per day and 200  million  cubic feet of gas
              per day and will  deliver  products  into the  BANGO  and Sea Hawk
              gathering  systems.  Production from Boomvang is expected to begin
              in early 2002.


North Sea

         Kerr-McGee  has been  active in the North Sea area  since  1976.  As of
December 31, 2000, Kerr-McGee had interests in 30 producing fields in the United
Kingdom sector.  The company's average daily sales in the North Sea increased by
13% from 1999 levels to 129,500  barrels of oil equivalent per day. In 2000, the
North  Sea  operations  represented  57%  of  the  company's  worldwide  liquids
production and 13% of its gas sales.

         In January  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 added average daily production of 33,000 barrels of
oil equivalent and proved reserves of 96 million barrels of oil equivalent.

         A key event for the United Kingdom operations in 2000 was the discovery
and subsequent  project sanction of the Leadon field and surrounding  satellites
in Quad 9 of the  United  Kingdom  sector  of the  North  Sea.  Leadon  is being
developed  using a floating  production,  storage and offloading  (FPSO) vessel,
with first oil expected by late 2001.

         The Skene field also  received  project  sanction  in 2000.  Skene is a
subsea satellite to the Beryl field.  Kerr-McGee  purchased a 33.3% nonoperating
working interest in Skene as part of the Repsol acquisition. The field has gross
reserves  of 90  million  barrels  of oil  equivalent,  which are split  roughly
one-third oil and  two-thirds  gas. Oil will be exported via shuttle tanker from
the Beryl platform, and gas will be piped to shore via the SAGE Pipeline.  First
production is anticipated by early 2002.

         The company's North Sea exploration  program  included seven successful
wildcat  wells in the  Leadon  area in 2000.  Discoveries  made at the Birse and
Glassel  prospects will be tied back to Leadon. A discovery was also made at the
Jessie prospect,  which was directionally  drilled from the Janice cluster.  The
oil accumulation at the Jessie prospect requires further appraisal.

         Following is a summary of the company's  five key  developments  in the
North  Sea,  which  contribute  approximately  60% of  the  region's  total  net
production (Kerr-McGee operated unless stated otherwise):

         Harding field, block 9/23b (25%):  Equity in this nonoperated field was
acquired  from  Repsol  at the  start of 2000.  Gross  production  rates in 2000
averaged  80,500  barrels of oil per day. The Harding  field is produced  with a
converted  jack-up rig, and the oil is exported by shuttle  tanker.  The Harding
field provides  Kerr-McGee with additional  infrastructure  in the strategically
important  Quad 9 area of the North Sea.  Within the same  quadrant,  Kerr-McGee
also has equity in the Gryphon,  Leadon,  Buckland,  Skene,  MacLure,  Birse and
Glassel fields.

         Ninian field, blocks 3/3 and 3/8 (44.9%):  The Ninian field consists of
two steel and one concrete jacket  platforms  producing from a combination of 81
producing  and  injection  wells.  Oil is exported by pipeline to the Sullom Voe
Terminal.  During 2000,  the field  produced an average of 35,900 barrels of oil
per day. The Ninian field receives  significant  tariff income from the Columba,
Lyell and Strathspey fields.

         Janice field,  block 30/17a (50.9%):  First  production from Janice was
achieved in February 1999 with initial production rates exceeding  expectations.
In 2000, the Janice field produced 27,900 barrels of oil per day and more than 4
million cubic feet of gas per day.

         Buckland field,  block 9/18a (33.3%):  Equity in this nonoperated field
was acquired from Repsol at the start of 2000.  Gross  production  rates in 2000
averaged 33,100 barrels of oil per day and 40 million cubic feet of gas per day.
The Buckland field is produced via a subsea template to the Beryl platform.  Oil
is exported by shuttle  tanker,  with gas production  sold offshore at the Beryl
platform.

         Gryphon field, block 9/18b (61.5%):  Gryphon was the first field in the
North Sea to use a permanently  moored FPSO vessel.  In 2000,  field  production
averaged 16,900 barrels of oil per day.

U.S. Onshore

         Kerr-McGee is active in the U.S.  onshore  environment  with production
operations in Texas, Oklahoma, New Mexico and Louisiana.  In 2000, the company's
onshore  average  production  rate  was  17,900  barrels  of oil per day and 172
million cubic feet of gas per day. At the end of 2000,  onshore proved  reserves
represented approximately 19% 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%): Six producing wells
were drilled and completed  during 2000.  Additional  development is planned for
2001.  Kerr-McGee's  net production  from the field was 22 million cubic feet of
gas per day in 2000.

         Double A Wells field,  Polk County,  Texas (40%): A 3-D seismic program
acquired  in  1999  was  instrumental  in  generating  1999  and  2000  drilling
opportunities.  Eight wells were completed during 2000, and field development is
expected to continue  during 2001.  Kerr-McGee's  net production from this field
for 2000 averaged  1,300 barrels of oil per day and 23 million cubic feet of gas
per day.

         South Texas fields (80%):  Eighteen wells were  completed  during 2000.
Acquisition  of 3-D seismic  data  covering  14,000  acres of leasehold in Starr
County  began  in  January  2000  and  was  completed  by the  end of the  year.
Kerr-McGee's  2000 net production  from the area averaged 800 barrels of oil per
day and 30 million cubic feet of gas per day.

         Mocane-Laverne  field, Harper and Beaver Counties,  Oklahoma (60%): The
2000  development  program  consisted of 11 wells. In December 2000,  Kerr-McGee
completed  an exchange  of noncore  assets for assets in  Mocane-Laverne  field,
which  resulted  in  approximately  50,000  additional  net acres in this field.
Development  of the new  acreage is planned to begin in 2001.  Kerr-McGee's  net
production for 2000 from the field was 14 million cubic feet of gas per day.

Other International

         In 2000, Kerr-McGee continued its exploration and production efforts by
strategically  expanding into selected international areas. A summary by country
follows:

China:

         Liuhua 11-1 field (24.5%),  South China Sea: Gross  production for 2000
averaged  19,300 barrels of oil per day. Two sidetracks  were completed in 2000,
with three more planned for 2001.

         Bohai Bay block  04/36  (81.8%):  The company  drilled  two  successful
appraisal  wells in 2000 to evaluate the CFD 11-1  discovery  made in late 1999.
The  development  design of this  discovery  is under way. In the second half of
2000, a 3-D seismic  survey of more than 1,100 square  kilometers  was conducted
extending  over the CFD 11-1 and CFD 12-1  structures on blocks 04/36 and 05/36,
respectively.  The company is currently  processing  the survey to delineate the
CFD 11-1 discovery and to aid in the selection of additional  appraisal wells to
be drilled in 2001.  Several  attractive  exploration  targets  both  inside and
outside the 3-D survey area are also being evaluated for 2001 drilling.

         Bohai Bay block  05/36  (50%):  During  2000,  Kerr-McGee  drilled  the
successful  12-1-1  exploratory  well. A subsequent  successful  appraisal  well
tested 2,700  barrels of oil per day.  Several  additional  appraisal  wells are
planned for 2001. The development plan for this block is scheduled to be created
in tandem with the plan for the CFD 11-1 discovery on block 04/36.

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

         Getuo block (57%):  Kerr-McGee plans to drill the Tuohai #1 exploratory
well in this shallow water block north of Block 04/36 in early 2001,  completing
all work commitments on this block.

Indonesia:

         Jabung block (30%),  Sumatra:  This 1.7 million-acre  block consists of
seven  proven oil and gas fields.  Two new fields,  North Gemah and Ripah,  were
discovered in 2000. Four fields are currently on production, while the remaining
fields are expected to commence  production  from 2001 to 2003.  Production from
the Jabung block averaged 15,200 gross barrels of oil per day in 2000.

         On January 7, 2000,  the  Indonesian  government  approved  development
plans incorporating oil, gas, condensate and LPG for five fields. Appraisal work
on the North Gemah (30%) and Ripah fields (30%) will  continue in 2001.  Several
exploratory  prospects are planned for 2001 in addition to an active development
drilling program.

Ecuador:

         Block  7:  Coca-Payamino,  Gacela,  Lobo,  Jaguar  and Mono  (all  50%)
comprise  Kerr-McGee's  producing  fields  in this  block.  Production  averaged
approximately 13,100 gross barrels of oil per day in 2000.  Kerr-McGee completed
negotiations  with the  Ecuadorean  government  to convert the previous  service
contract to a participation  contract.  As a result of the contract  conversion,
Kerr-McGee's  Coca-Payamino working interest increased from 23% to 50%. This new
contract  contains more favorable terms for investment and will allow Kerr-McGee
to fully develop the asset.

         In  addition,  a  development  well was  drilled  in 2000 with  initial
production of 1,500 barrels of oil per day that further extended the Lobo field.
Studies  are  ongoing to  determine  additional  field  development.  Evaluation
efforts are also ongoing to determine further potential around the Oso #1 well.

         Block  21  (50%):  Appraisal  drilling  of the  Yuralpa  structure  was
completed in 1999,  and a plan of  development  was submitted to the  Ecuadorean
government in 2000.  Government approval of the plan is anticipated when the new
Oleoducto de Crudos Pesados (OCP) pipeline project is signed.

         OCP Pipeline  (2.01%):  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 total Ecuador production  capacity by approximately
450,000  barrels of oil per day,  allowing  for the  continued  expansion of the
already active Oriente Basin.

Kazakhstan:

         Arman  Joint  Venture  (50%):  The Arman  field lies along the  eastern
coastline of the Caspian Sea  approximately  300 kilometers  north of Aktau.  In
2000, gross production averaged 4,300 barrels of oil per day.

         Caspian Pipeline Consortium (1.75%): The Caspian Pipeline Consortium is
constructing  a pipeline  from the Caspian Sea to the Black Sea to increase  the
export  capacity  from  western  Kazakhstan.  Pipeline  installation  and marine
terminal construction continued in 2000, and completion is anticipated in 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  2000
activities  included further 2-D seismic  interpretation in preparation for 2001
exploration drilling.

Australia:

         Bayu-Undan  field  (11.2%):  The  Bayu-Undan  gas-condensate  field  is
located in the Zone of Cooperation  Area of the Timor Sea between  Australia and
East Timor.  Project sanction was received from regulatory  agencies in February
2000.  Procurement and fabrication of the major  components began in 2000. First
production is expected in 2004.

         WA 276-P, WA 277-P and WA 278-P (39%):  Kerr-McGee operates these three
contiguous blocks totaling 1.8 million acres. Four commitment wells were drilled
in  2000.  This  drilling  activity  resulted  in  two  gas  discoveries  on the
Prometheus  and  Rubicon  Prospects  in Block WA 278-P.  Additional  exploratory
drilling and studies are being considered for 2001.

         WA 295 (50%):  Kerr-McGee  operates this 3.5 million-acre  block in the
Carnarvon  Basin.  Acquisition  and  interpretation  of 2,100  kilometers of 2-D
seismic data have been completed.  Exploration  drilling is anticipated to begin
in the first half of 2001,  with the initial well to be located in 4,500 feet of
water.

Brazil:

         BS-1 (40%):  Activities  in 2000 were  dedicated to the  selection of a
drill  site and the plans for a  drilling  program to  commence  in 2001.  A 3-D
seismic program was acquired and interpreted in 2000. The initial test well will
be drilled in 5,400 feet of water and will  evaluate  the Simao  Prospect in the
Santos basin. Kerr-McGee is operator of this 2.2 million-acre block.

         BM-S-3  (30%):  This  deepwater  Santos  Basin block covers 1.6 million
acres. A 3-D seismic program was initiated in late 2000. Data interpretation and
mapping are expected to delineate a prospect that may be drilled in 2002.

Gabon:

         Anton  and  Astrid  Marin  blocks  (14%):  Located  offshore  along the
southern  coast of Gabon,  the Anton and Astrid  Marin  blocks total 3.1 million
acres  in water  depths  ranging  from  6,000  feet to more  than  10,000  feet.
Activities  in 2000 focused on the  selection of the initial drill sites and the
designs for the initial drilling  campaign.  Exploration  drilling will commence
early in the second  quarter of 2001,  with the initial  well located in a water
depth of 8,100 feet. Two to three wells are planned for 2001.

Morocco:

         Cap Draa block (33.3%):  In late 2000,  Kerr-McGee and partners entered
into an exploration  contract  covering  approximately 3 million acres along the
deepwater shelf edge, offshore Morocco in water depths from 650 to 6,500 feet. A
3-D seismic program is planned for 2001.

Benin:

         Block 4 (100%):  In December 2000,  Kerr-McGee  acquired a 100% working
interest in 2.5 million  acres  offshore  Benin and opened a regional  office in
Benin. Water depths on this block range from 300 feet to 10,000 feet. Geological
and geophysical  studies to be conducted in 2001 will be key to the selection of
a drill site for a well anticipated to be drilled in late 2002 or early 2003.

Nova Scotia, Canada:

         EL2383, EL2386, EL2393 and EL2396 (50%): Kerr-McGee is operator of four
deepwater blocks located offshore Nova Scotia,  Canada,  in water depths ranging
from 500 to 9,200 feet.  The blocks cover  approximately  1.5 million  acres and
were acquired in April 2000. A 3-D seismic  acquisition  will be  interpreted in
2001.

         EL2398,  EL2399 and EL2404  (100%):  In late 2000,  Kerr-McGee  was the
winning bidder on three offshore Nova Scotia deepwater blocks covering more than
1.8 million  acres.  These blocks are in water  depths  ranging from 350 feet to
10,000 feet. A 2-D seismic program is planned for 2001.

Thailand:

         Block W7/38 (85%),  Andaman Sea: Kerr-McGee is the operator of this 4.9
million-acre  block.  An exploratory  test well was drilled in 2000.  Additional
seismic studies are planned for 2001.

Yemen:

         Blocks 50 (47.5%) and 51 (43.8%): These exploration blocks cover nearly
10 million acres. In 2000, Kerr-McGee acquired approximately 1,045 kilometers of
new 2-D seismic data to further evaluate  prospective areas. An exploration well
is scheduled in 2001 on block 51.

                                    CHEMICALS

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

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

         On February 14, 2000, the company reached  agreement with Kemira Oyj of
Finland to  purchase  its  titanium  dioxide  pigment  operations  in  Savannah,
Georgia,  and Botlek,  Netherlands,  for $403 million. The company completed the
transaction for the Savannah  business in April 2000 and subsequently  completed
the  transaction  for the Botlek  business in May 2000. Both plants use an early
generation of Kerr-McGee's  proprietary  chloride  technology,  and the Savannah
plant also produces titanium dioxide by the sulfate process.

         In  October  2000,  the  company  sold its 25% equity  interest  in The
National Titanium Dioxide Company of Saudi Arabia (also known as Cristal) to its
partners in the project for $43 million.

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

Titanium Dioxide Pigment

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

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

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

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

         The company produces TiO2 pigment at six production  facilities located
in the United  States  (two  facilities),  Australia,  Germany,  Belgium and the
Netherlands. Approximately 70% of the company's production capacity utilizes the
chloride process. The following table outlines the company's production capacity
by location and process.

                                  TiO2 Capacity
                               As of March 1, 2001
                                (Tonnes per Year)

       Facility                                   Capacity         Process
-----------------------------                     --------         -------
Hamilton, Mississippi                              188,000         Chloride
Savannah, Georgia                                   91,000         Chloride
Kwinana, Western Australia(1)                       86,000         Chloride
Botlek, Netherlands                                 56,000         Chloride
Uerdingen, Germany                                 100,000         Sulfate
Savannah, Georgia                                   54,000         Sulfate
Antwerp, Belgium                                    30,000         Sulfate
                                                   -------

     Total                                         605,000
                                                   =======

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

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

         Heavy  minerals  are mined  from  20,793  acres  that are leased by the
Tiwest Joint Venture.  The company's 50% interest in the  properties'  remaining
in-place  proven and probable  reserves is 6.7 million  tonnes of heavy minerals
contained  in 183 million  tonnes of sand  averaging  3.7% heavy  minerals.  The
valuable  heavy  minerals are composed of 62.5%  ilmenite,  10.5%  zircon,  4.2%
rutile,  2.9% leucoxene,  with the remaining  19.9% of heavy minerals  presently
having no value.

         Heavy-mineral  concentrate  from the  mine is  processed  at a  750,000
tonne-per-year  dry separation plant. Some of the recovered ilmenite is upgraded
at an  adjoining  synthetic  rutile  facility,  which has a capacity  of 200,000
tonnes per year.  Synthetic rutile is a high-grade  titanium dioxide  feedstock.
Synthetic rutile from the Tiwest Joint Venture  provides  feedstock to an 86,000
tonne-per-year  titanium  dioxide plant located at Kwinana,  Western  Australia.
Production of ilmenite, synthetic rutile, natural rutile and leucoxene in excess
of the Tiwest Joint Venture's requirements is purchased by Kerr-McGee as part of
the  feedstock  requirement  for its TiO2 business  under a long-term  agreement
executed in September 2000.

         Information regarding  heavy-mineral  reserves,  production and average
prices  for the three  years  ended  December  31,  2000,  is  presented  in the
following  table.  Mineral  reserves  in  this  table  represent  the  estimated
quantities  of  proven  and  probable  ore  that,  under  presently  anticipated
conditions,  may be profitably  recovered  and  processed for the  extraction of
their mineral  content.  Future  production of these  resources  depends on many
factors, including market conditions and government regulations.

                  Heavy-Mineral Reserves, Production and Prices

(Thousands of tonnes)                      2000      1999       1998
---------------------                     -----     -----      -----

Proven and probable reserves              6,700     5,800       5,600
Production                                  293       199         209
Average market price (per tonne)           $145      $131        $124

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

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

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

         Titanium  dioxide  applications  are  technically  demanding,  and  the
company utilizes a strong technical sales and services organization to carry out
its  marketing   efforts.   Technical  sales  and  services   laboratories   are
strategically located in major market areas, including the United States, Europe
and the Asia- Pacific  region.  The company's  products  compete on the basis of
price and product  quality,  as well as technical  and customer  service.  World
demand for titanium dioxide is expected to increase at an average rate of 3% per
year over the next five years. In 2000, the company's sales of TiO2  represented
about 12% of global consumption.(1)(2)

Other Products

         Electrolytic   Products  -  Facilities  at  the   company's   Hamilton,
Mississippi,  complex include a 130,000  tonne-per-year sodium chlorate facility
and a manganese metal  facility.  In February 2001, the company decided to cease
production of manganese metal at the Hamilton complex.

         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% per year in the near term as the pulp
and paper industry  continues  conversion to the chlorine dioxide  process.  The
company's share of the U.S. market is about 7%.

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

         Manganese  dioxide is a major  component  of  alkaline  batteries.  The
company's share of the North American  manganese dioxide market is approximately
one-third. North American demand for manganese dioxide is expected to grow by 5%
to 8% per year for the next five years.  Increased demand is being driven by the
need for alkaline batteries for portable electronic  devices.  The company has a
strong  technical  position  in the  industry  and  introduced  a new,  improved
manganese  dioxide product in 2000. The new product commands a premium price and
provides improved performance in high drain rate applications.

(1)Includes  only a partial  year of sales  contribution  from the  Savannah and
   Botlek facilities acquired in second quarter 2000.

(2)Includes 100% of pigment sales volume from the Tiwest Joint Venture.


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

         The company's share of the U.S.  railroad  crosstie market is 34%. U.S.
crosstie demand is expected to remain  relatively flat at about 12 to 14 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 for the development of new
and improved products and processes. The primary focus of the company's research
and  development  efforts  is on  the  titanium  dioxide  business.  A  separate
dedicated  group at the Technical  Center  performs  research and development in
support of the company's electrolytic businesses.

Employees

         On December 31, 2000,  the company had 4,426  employees.  Approximately
900, or 20% of these employees, were represented by chemical industry collective
bargaining agreements in the United States and Europe.

Competitive Conditions

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

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

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

                GOVERNMENT REGULATIONS AND ENVIRONMENTAL RESERVES

General

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

Environmental Matters

         Federal, state and local laws and regulations relating to environmental
protection affect almost all company operations. During 2000, direct capital and
operating  expenditures  related  to  environmental  protection  and  cleanup of
existing  sites  totaled $51  million.  Additional  expenditures  totaling  $116
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 2001 and $130 million in 2002. Some  expenditures
to reduce the occurrence of releases to the  environment may result in increased
efficiency;  however, most of these expenditures produce no significant increase
in production  capacity,  efficiency or revenue.  Operation of pollution-control
equipment installed for these purposes usually entails additional expense.

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

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

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

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

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

         The company  believes  that  currently it has reserved  adequately  for
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

         For  a  discussion   of   contingencies,   reference  is  made  to  the
Environmental  Matters section of Management's  Discussion and Analysis and Note
16 to the  Consolidated  Financial  Statements  in the  2000  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 2000.

                      Executive Officers of the Registrant

         The following is a list of executive  officers,  their ages,  and their
positions and offices as of March 1, 2001:

<TABLE>
<CAPTION>


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

<S>                           <C>     <C>
Luke R. Corbett               54      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.

Robert M. Wohleber            50      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             57      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.

W. Peter Woodward             52      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 1996 until 1997.

Gregory F. Pilcher            40      Senior Vice  President,  General  Counsel and  Corporate  Secretary  since July 2000.
                                      Vice  President,  General Counsel and Corporate  Secretary from 1999 to 2000.  Deputy
                                      General  Counsel for  Business  Transactions  from 1998 to 1999.  Associate/Assistant
                                      General Counsel for Litigation and Civil Proceedings from 1996 to 1998.

Michael G. Webb               53      Senior Vice President for Strategic Planning since 1996.

George D. Christiansen        56      Vice  President,  Safety and  Environ-mental  Affairs  since  1998.  Vice  President,
                                      Environmental Assessment and Remediation from 1996 to 1998.

Julius C. Hilburn             50      Vice President, Human Resources since 1996.

Deborah A. Kitchens           44      Vice President and Controller since 1996.

J. Michael Rauh               51      Treasurer since 1996. Vice President since 1987.

Jean B. Wallace               47      Vice President, General Administration since 1996.
</TABLE>



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


                           FORWARD-LOOKING INFORMATION

         This  Form  10-K  contains  forward-looking  statements  regarding  the
company's or management's intentions, beliefs or expectations 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 33 to the Consolidated Financial Statements in the 2000 Annual
Report to Stockholders, which note is incorporated by reference in Item 8.

         Quarterly  dividends  declared  totaled  $1.80  per share for the years
2000, 1999 and 1998. Cash dividends have been paid  continuously  since 1941 and
totaled $166 million in 2000, $138 million in 1999 and $86 million in 1998.

Item 6.           Selected Financial Data

         Information  regarding selected financial data required in this item is
presented in the schedule captioned  "Seven-Year  Financial Summary" in the 2000
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 2000 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 2000
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 2000 Annual Report to Stockholders are incorporated herein by reference:

                  Reports 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  2001   made  in   connection   with  its   Annual
              Stockholders' Meeting to be held on May 8, 2001.

(b)      Identification of executive officers -

              The  information  required  under this section is set forth in the
              caption "Executive  Officers of the Registrant" on pages 22 and 23
              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  2001  made  in
              connection with its Annual Stockholders' Meeting to be held on May
              8, 2001.

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 2001 made in connection with its Annual  Stockholders'  Meeting to
be held on May 8, 2001.

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  2001  made  in  connection  with  its  Annual
Stockholders' Meeting to be held on May 8, 2001.


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 2001 made in
connection with its Annual Stockholders' Meeting to be held on May 8, 2001.


                                     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 2000 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, 2000, 1999 and 1998

                      Consolidated   Statement  of   Comprehensive   Income  and
                      Stockholders'  Equity  for the Years  Ended  December  31,
                      2000, 1999 and 1998

                      Consolidated Balance Sheet at December 31, 2000 and 1999

                      Consolidated  Statement  of Cash Flows for the Years Ended
                      December 31, 2000, 1999 and 1998

                      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, 2000, 1999 and 1998

                  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.

                          3.1     Restated  Certificate  of Incorpora-
                                  tion   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 January 9, 2001.

                          4.1     Amended   and     Restated    Rights
                                  Agreement  dated  as of  October 14,
                                  1998.

                          4.2     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.

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

                          4.4     The company agrees to furnish to the
                                  Securities and Exchange  Commission,
                                  upon request,  copies of each of the
                                  following  instruments  defining the
                                  rights  of the  holders  of  certain
                                  long-term  debt of the company:  the
                                  Note Agreement  dated as of November
                                  29,  1989,   among  the   Kerr-McGee
                                  Corporation Employee Stock Ownership
                                  Plan Trust (the  Trust) and  several
                                  lenders,   providing   for  a   loan
                                  guaranteed  by the  company  of $125
                                  million to the Trust;  the Revolving
                                  Credit  Agreement  dated as of 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 364-day $20 million Credit
                                  Agreement  dated as of September 19,
                                  2000,   between   Kerr-McGee  Canada
                                  Ltd.,  as borrower,  and  Kerr-McGee
                                  Corporation,  as guarantor,  and the
                                  Royal  Bank  of  Canada;   the  $100
                                  million,  8% Note Agreement  entered
                                  into by Oryx Energy  Company  (Oryx)
                                  dated as of October  20,  1995,  and
                                  due  October  15,  2003;   the  $150
                                  million,   8.375%   Note   Agreement
                                  entered  into  by Oryx  dated  as of
                                  July  17,  1996,  and due  July  15,
                                  2004; the $150 million,  8-1/8% Note
                                  Agreement entered into by Oryx dated
                                  as of  October  20,  1995,  and  due
                                  October 15,  2005;  the $11 million,
                                  9-1/4%   Series  A  Note   Agreement
                                  entered into by Oryx and due January
                                  2, 2002;  the $2.2  million,  9-1/2%
                                  Series A Note Agreement entered into
                                  by Oryx and due  February  1,  2002;
                                  the $150 million, 10% Note Agreement
                                  entered  into  by Oryx  dated  as of
                                  April  10,  1991,  and due  April 1,
                                  2001; the Revolving Credit Agreement
                                  dated  as  of  January   12,   2001,
                                  between   the   company  or  certain
                                  subsidiary   borrowers  and  various
                                  banks providing for revolving credit
                                  up to $650 million  through  January
                                  12,  2006;   and  the  $650  million
                                  Credit Agreement dated as of January
                                  12,  2001,  between  the  company or
                                  certain  subsidiary   borrowers  and
                                  various   banks   providing   for  a
                                  364-day  revolving  credit facility.
                                  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.

                          4.5     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.

                          4.6     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.

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

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

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

                         10.5*    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  Program   effective
                                  January 1, 1998,  filed  as  Exhibit
                                  10.4  on  Form 10-Q for  the quarter
                                  ended  March 31, 1998, and  incorpo-
                                  rated herein by reference.

                         10.10*   Amended  and   restated   Agreement,
                                  restated  as  of  January 11,  2000,
                                  between   the  company  and  Luke R.
                                  Corbett.

                         10.11*   Amended   and  restated   Agreement,
                                  restated  as  of  January 11,  2000,
                                  between  the company and  Kenneth W.
                                  Crouch.

                         10.12*   Amended  and  restated    Agreement,
                                  restated  as  of  January 11,  2000,
                                  between  the  company  and Robert M.
                                  Wohleber.

                         10.13*   Amended  and  restated    Agreement,
                                  restated  as  of  January 11,  2000,
                                  between  the  company and William P.
                                  Woodward.

                         10.14*   Amended  and  restated    Agreement,
                                  restated  as  of  January 11,  2000,
                                  between  the company and  Gregory F.
                                  Pilcher.

                         10.15*   Form  of   agreement,  amended   and
                                  restated  as  of  January 11,  2000,
                                  between  the  company  and   certain
                                  executive  officers not named in the
                                  Summary Compensation Table contained
                                  in  the  company's  definitive Proxy
                                  Statement  for   the   2001   Annual
                                  Meeting of Stockholders.

                         10.16*   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.  1 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.  2 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. 3 and 4 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       Computation of ratio of earnings to
                                  fixed charges.

                         13       2000 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.


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

(b)      Reports on Form 8-K -

              The  following  Current  Reports  on Form  8-K  were  filed by the
              company during the quarter ended December 31, 2000.

              * Current Report dated October 17, 2000, for purposes of reporting
                under Items 5 and 7.

              * Current Report dated October 25, 2000, for purposes of reporting
                under Items 5 and 7.

              * Current Report dated November 9, 2000, for purposes of reporting
                under Item 5.

              * Current  Report  dated   November 27, 2000,  for   purposes   of
                reporting  under Items 5 and 7.

              * Current Report dated December 4, 2000, for purposes of reporting
                under Items 5 and 7.


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

To Kerr-McGee Corporation:

         We  have  audited  in  accordance  with  auditing  standards  generally
accepted in the United States, the consolidated financial statements included in
Kerr-McGee  Corporation's  2000 Annual Report to  Stockholders  incorporated  by
reference in this Form 10-K,  and have issued our report  thereon dated February
23,  2001.  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 23, 2001



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

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

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
                                           =====          ====         =====           ====          =====


</TABLE>


                                   SIGNATURES

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



                                    KERR-McGEE CORPORATION




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




March 28, 2001                      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 her signature  set forth below,  Deborah A. Kitchens 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:      (Deborah A. Kitchens)
                                             ---------------------
                                             Deborah A. Kitchens


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


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

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

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

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

March 28, 2001                      By:      Martin C. Jischke*
--------------                               -----------------------------
    Date                                     Martin C. Jischke, Director

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

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

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

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

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

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


         *By her signature set forth below,  Deborah A. Kitchens 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:      (Deborah A. Kitchens)
                                                ---------------------
                                                Deborah A. Kitchens