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

    Fiscal year ended December 31, 1995    Commission file number 1-3939

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

       A DELAWARE CORPORATION                      73-0311467
    (State or other jurisdiction                (I.R.S. Employer
  of incorporation or organization)            Identification No.)

               KERR-MCGEE CENTER, OKLAHOMA CITY, OKLAHOMA  73125
                    (Address of principal executive offices)

  Registrant's telephone number, including area code: (405)270-1313

          Securities registered pursuant to Section 12(b) of the Act:

                                            NAME OF EACH EXCHANGE ON
              TITLE OF EACH CLASS               WHICH REGISTERED

         Common Stock $1 Par Value          New York Stock Exchange
         8-1/2% Sinking Fund Debentures,
           Due June 1, 2006                 New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark 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]

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

The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $3 billion as of February 29, 1996.

The number of shares of common stock outstanding as of February 29,
1996, was 50,566,862.

                     DOCUMENTS INCORPORATED BY REFERENCE

Specified sections of the Kerr-McGee Corporation 1995 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 1996 Annual Meeting of Stockholders, which will be filed with the
Securities and Exchange Commission within 120 days after December 31,
1995, is incorporated by reference in Part III of this Form 10-K.

<PAGE>

                          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 chemical manufacturing, and coal and
mineral mining.  Kerr-McGee owns a large inventory of natural
resources that includes oil, gas, and coal reserves and chemical
and mineral deposits.

  During 1995, the company disposed of substantially all of its
refining and marketing assets and exited the refining and marketing
business, which had been conducted by wholly owned subsidiaries,
Kerr-McGee Refining Corporation, Southwestern Refining Company,
Inc., and Cato Oil and Grease Co.

                             INDUSTRY SEGMENTS

  For information as to business segments of the company,
reference is made to Note 21 to the Consolidated Financial
Statements in the 1995 Annual Report to Stockholders, which note is
incorporated by reference in Item 8.

                        EXPLORATION AND PRODUCTION

  The Exploration and Production Division manages Kerr-McGee's
oil and gas operations worldwide.  This division acquires leases
and concessions and explores for, develops, produces, and markets
crude oil and natural gas.

  The areas of Kerr-McGee's offshore oil and gas exploration and
production activities are the Gulf of Mexico, North Sea, and China.
Onshore exploration and production operations are in the United
States, primarily in Texas, Oklahoma, and Wyoming; Canada; and
Southeast Asia.



____________
  Except as indicated under Items 1 through 3, 5 through 8, and
  10 through 14, no other information appearing in either the
  company's 1995 Annual Report to Stockholders or its 1996 Proxy
  Statement is deemed to be filed as part of this annual report
  on Form 10-K.

<PAGE>

  Kerr-McGee's 1995 oil production increased 5% to 70,400
barrels per day, which continued a steady rise in production that
began in 1988.  Oil production levels for 1996 are not expected to
vary significantly as new production in China and the Gulf of
Mexico should offset the production from divested properties
discussed below and the normal decline of older fields.  Kerr-
McGee's average oil price rose 8% to $15.99 per barrel in 1995.

  Natural gas sales averaged 291 million cubic feet per day, up
7% from 1994.  Spot sales constituted approximately 75% of 1995
sales, about the same as 1994.  The average natural gas price
declined 14% in 1995 to $1.52 per thousand cubic feet.

  Kerr-McGee continued to add to its prospect inventory in
selected domestic and international areas during 1995.  Total 1995
expenditures for property additions, exploration, and development
were $445 million, a 17% increase from $379 million last year.

  The company continues to reduce per-unit lifting costs despite
inflation and rising regulatory-compliance expense.  Since 1990,
lifting cost has decreased 24% to $4.02 per oil-equivalent barrel
in 1995.

  During the 1995 third quarter, the company's exploration and
production operating unit announced a divestiture and restructuring
program.  Included in this program are a number of crude oil and
natural gas producing properties that are considered nonstrategic.
The majority of these properties are located onshore in the United
States; however, certain of these properties are located in the
Gulf of Mexico, Canada, and the North Sea.  At September 30, 1995,
these properties constituted approximately 10% of the company's oil
and gas reserves, 10% of the oil and gas production volumes, and 5%
of the company's total 1995 cash flow from operations and are
expected to be sold or abandoned by the end of 1996.

Undeveloped Acreage

    As of December 31, 1995, the company had interests in
undeveloped oil and gas leases in the Gulf of Mexico and nine
states in the United States, onshore Canada, the United Kingdom
sector of the North Sea, offshore China, and onshore in other
international areas as follows:

                                    Gross           Net
Location                           Acreage        Acreage

Domestic -
 Onshore                            241,066        158,997
 Offshore                           437,980        313,415
                                    679,046        472,412

Canada                              142,458        114,538

North Sea                           948,800        357,573

China                               717,837        341,045

Other international -
 Indonesia                        2,029,722        676,574
 Papua New Guinea                 1,900,000        632,700
                                  3,929,722      1,309,274

   Total Undeveloped Acreage      6,417,863      2,594,842

    The company also owned North American onshore undeveloped oil
and gas mineral and royalty interests totaling 857,338 gross or
159,822 net acres.

Developed Acreage

    At  December 31, 1995, the company had interests in developed
oil and gas acreage in the Gulf of Mexico and 20 states in the
United States, onshore Canada, the United Kingdom sector of the
North Sea, and offshore China as follows:

                                    Gross            Net
Location                           Acreage         Acreage

Domestic -
 Onshore                            818,474        355,320
 Offshore                           391,215        181,786
                                  1,209,689        537,106

Canada                              339,993        158,679

North Sea                           172,330         21,848

China                                78,332         19,191

   Total Developed Acreage        1,800,344        736,824


    The company also owned developed oil and gas mineral and
royalty interests in North America totaling 622,584 gross or 60,806
net acres.

Net Exploratory and Development Wells

    Domestic and international exploratory and development wells
drilled during the three years ended December 31, 1995, are
reflected in the following table:

                                   1995      1994      1993

Exploratory Wells - Net(1)
 Domestic
   Productive                      2.00      7.53      1.40
   Dry holes                       6.51      5.26      5.30
                                   8.51     12.79      6.70
 Canada
   Productive                      1.71      1.73         -
   Dry holes                       1.43      1.31      1.75
                                   3.14      3.04      1.75
 North Sea
   Productive                         -       .35       .82
   Dry holes                        .77       .62      2.29
                                    .77       .97      3.11
 China
   Dry holes                        .45         -       .50

 Other international
   Dry holes                          -      1.28       .25

     Total                        12.87     18.08     12.31


Development Wells - Net(1)
 Domestic
   Productive                     30.23     17.26     33.10
   Dry holes                       2.28      1.36       .83
                                  32.51     18.62     33.93
 Canada
   Productive                      6.92      3.39      9.52
   Dry holes                        .67      3.02      1.50
                                   7.59      6.41     11.02
 North Sea
   Productive                      1.26      1.62       .91
   Dry holes                          -       .25         -
                                   1.26      1.87       .91
 China
   Productive                      2.45         -         -

 Other international
   Productive                         -         -       .37

     Total                        43.81     26.90     46.23



(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 company's interest in productive oil and gas wells at
December 31, 1995, is shown in the following table.  These wells
include 7,730 gross or 489.69 net wells associated with secondary-
recovery projects and 285 gross or 116.28 net wells that have
multiple completions but are included as single wells.  Of the net
wells below, 85% are domestic, 14% in Canada, and 1% in the North
Sea and China.  Of the domestic wells, approximately 58% are in
Texas, 12% in Wyoming, 11% in Oklahoma, 7% in Louisiana, 9%
offshore in Federal waters, and 3% in other areas.

                                  Gross          Net
Location                          Wells         Wells

Crude Oil
 Domestic                         9,869         603.17
 Canada                             731         109.50
 North Sea                           70           9.51
 China                               10           2.45
                                 10,680         724.63

Natural Gas
 Domestic                         2,265         519.37
 Canada                             201          68.10
 North Sea                           22           1.69
                                  2,488         589.16

     Total Wells                 13,168       1,313.79


Results of Operations, Costs Incurred, and Capitalized Costs

    Reference is made to Notes 23, 24, and 25 to the Consolidated
Financial Statements in the 1995 Annual Report to Stockholders,
which notes are incorporated by reference in Item 8.  These notes
contain information on the results of operations from crude oil and
natural gas activities and costs incurred in crude oil and natural
gas activities for the past three years, and capitalized costs of
crude oil and natural gas activities at December 31, 1995 and 1994.

Crude Oil and Natural Gas Sales

    The following table summarizes the sales of the company's
crude oil and natural gas production (including sales to
discontinued operations) for the three years ended December 31,
1995:

(In millions)                       1995      1994      1993

Crude oil and condensate - barrels
 Domestic                            10.6       9.3      10.1
 Canada                               1.7       1.7       1.7
 North Sea                           13.6      12.4       5.8
 Other international                    -       1.0       1.5
                                     25.9      24.4      19.1

Crude oil and condensate
 Domestic                          $165.7    $136.3    $159.6
 Canada                              26.4      23.2      25.3
 North Sea                          221.9     187.2      92.9
 Other international                    -      14.4      21.7
                                   $414.0    $361.1    $299.5

Natural gas - MCF
 Domestic                            82.2      76.8      85.1
 Canada                              16.5      18.1      18.4
 North Sea                            7.4       4.1        .9
                                    106.1      99.0     104.4

Natural gas
 Domestic                          $127.8    $140.4    $172.7
 Canada                              14.1      24.9      26.2
 North Sea                           19.8       8.6       1.2
                                   $161.7    $173.9    $200.1

Sales of Production

    The company's domestic crude oil is sold at spot prices.  The
company's share of Canadian crude oil is sold in Canada at market
prices, while crude oil from other international operations is sold
at local spot prices.  Gas production is sold primarily to the
company's marketing affiliates and ultimately resold to utilities,
industrial customers, and intrastate pipelines under short-term
contracts at market prices.  Although sold at market prices, the
marketing of domestic natural gas is focused on long-term
relationships with selected industrial customers and local
distribution companies.  Prior to the sale of the discontinued
refining and marketing operations, most of the company's domestic
crude oil production was exchanged at market prices for crude oil
used in the company's refineries.

Average Sales Prices and Production Costs

    Reference is made to Note 23 to the Consolidated Financial
Statements in the 1995 Annual Report to Stockholders, which note is
incorporated by reference in Item 8, for information regarding
average sales prices per unit of crude oil and natural gas and
production costs per barrel of oil equivalent for each of the past
three years.

Secondary Recovery

    The company continues to initiate and/or participate in
secondary-recovery projects where geological, engineering, and
economic conditions are favorable.  As of December 31, 1995, the
company was participating in 67 active secondary-recovery projects
worldwide.  These projects are located in all of the principal
areas of Kerr-McGee's oil and gas production activities.  Most of
the company's operations outside North America incorporate water
injection.  Pressure-maintenance operations began at the time of
initial production from these fields.

Wells in Process of Drilling

    At year-end 1995, the company had wells classified as
temporarily suspended or in the process of drilling as follows:

                             Gross                Net
                             Wells               Wells

    Domestic                   21                13.77
    Canada                      5                 2.37
    North Sea                  10                 1.20
    China                       5                 1.23
    Indonesia                   4                 1.33

       Total                   45                19.90

Reserves

    Kerr-McGee's estimated proved crude oil, condensate, and
natural gas reserves at December 31, 1995, and the changes in net
quantities of such reserves for the three years then ended are
shown in Note 26 to the Consolidated Financial Statements of the
1995 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 Consolidated Financial Statements
are consistent with other filings pertaining to proved net
reserves.  Minor differences in gas volumes occur due to different
pressure bases being required in the reports.  However, the
difference in estimates does not exceed 5% of the total estimated
reserves.

Exploration and Development Activities

North Sea

    The United Kingdom sector of the North Sea continues to be an
important area of overseas activity.  Kerr-McGee was awarded five
blocks in 1995 with interests of 40% to 100%, all of which will be
company operated.  At year-end 1995, the company had interests
averaging 37% in 43 blocks covering 358,000 net undeveloped acres
in the North Sea area.  Kerr-McGee operates 23 of these blocks. The
U.K. portfolio includes prospective exploration blocks and quality
exploitation opportunities on producing properties.

    During 1995, farm-in strategies also produced three additional
exploration opportunities in the North Sea.  Exploratory drilling
on the first of these three farm-in blocks began in late 1995 and
will be completed during the first half of 1996.  Two of the blocks
have existing discoveries, which should reduce the exploration
risk.

    In 1995, the North Sea accounted for 52% of Kerr-McGee's
liquids production, primarily from the Gryphon, Scott, Brae, and
Ivanhoe/Rob Roy fields.  Deliveries of North Sea natural gas
averaged 21 million cubic feet per day in 1995, primarily from the
Brae area and Scott field.

    Gryphon field (KM 25%), Block 9/18b:  This field averaged
41,100 barrels of oil per day in 1995.  Operated by Kerr-McGee, the
innovative Gryphon field development was the first in the North Sea
to use a floating production, storage, and offloading facility.

    Scott field (5.2%), Blocks 15/21a and 15/22:  Production
averaged 184,200 barrels of oil per day.  The South Scott satellite
development, which is tied into the Scott field, began production
in October 1995 at a rate of 20,000 barrels of oil per day from a
single subsea completion.  Additional wells in South Scott are
planned during 1996.

    Ivanhoe/Rob Roy fields (10.8%), Block 15/21a:  Production
averaged 43,400 barrels of oil per day.

    Brae area:  Kerr-McGee has production from the North, South,
Central, and East Brae fields and the more recent Beinn discovery,
which underlies North Brae.  East Brae (7.3%) on Blocks 16/3a and
16/3b is the largest of the Brae fields.  Production of condensate
from this field averaged 85,700 barrels per day in 1995.  The Beinn
field (8%) on Block 16/7a, drilled from the North Brae platform,
averaged 11,800 barrels of condensate and 77 million cubic feet of
gas per day in 1995.  Additional drilling is been planned for 1996.


Other International

    Kerr-McGee's assets in China and Southeast Asia include the
Liuhua field development in the South China Sea, four operated
exploration blocks in China's Bohai Bay, and the onshore Jabung
Block in Indonesia.

    Liuhua 11-1 field (24.5%):  Development of this field - the
largest in the South China Sea - continues on schedule for first
oil in April 1996.  The $650 million project includes floating
production facilities in 1,000 feet of water.

    Bohai Bay:  Exploratory drilling will continue in 1996 to test
structures on the 565,000-acre, Kerr-McGee-operated Block 04/36
(45%).  Kerr-McGee holds a 57% interest and is operator on two
adjacent blocks, Laopu and Getuo.  This area, also known as Jidong,
was awarded in 1995 and comprises 154,000 acres.  Exploratory
drilling will begin in late 1996.  In January 1996, the company
signed a contract to acquire the 415,000-acre Block 05/36 directly
east of Block 04/36.  Kerr-McGee will be the operator with a 65%
interest.  Kerr-McGee now holds more than a million gross acres in
Bohai Bay, one of the more prolific oil and gas areas in China.

    Jabung Block (33.3%):  Kerr-McGee participated in two 1995
discoveries, the North Geragai and the Northeast Betara fields, on
this 2 million-acre block in Sumatra's equatorial lowlands.  A
second well in the North Geragai field was completed successfully
in the fourth quarter of 1995.  The third North Geragai well was
completed in early 1996 and tested at a combined rate of 2,800
barrels of oil and 2.4 million cubic feet of gas per day.  The
Northeast Betara 1995 discovery well encountered gas and condensate
zones.  Additional drilling is planned for both fields in 1996 with
first oil production expected in 1997.

Gulf of Mexico

    Kerr-McGee had an inventory of 313,000 net undeveloped acres
in the Gulf of Mexico at year-end 1995.  During the year, the
company added 20 federal blocks and eight state blocks offshore
Louisiana.  The company operates all the recently acquired blocks,
with interests of 50% to 100%.  Exploratory drilling on several of
these new blocks will begin in 1996.  The Gulf of Mexico
contributed 29% of the company's 1995 oil production and 46% of its
natural gas sales.

    The company's strategy in the Gulf of Mexico is to operate the
leases in which Kerr-McGee holds interests and to increase the
company's working interest, where possible.  At year-end 1995,
Kerr-McGee operated 64% of its Gulf of Mexico leases with an
average working interest of 73%.

    The company continues to exploit producing properties, using
3-D seismic surveys to accelerate development and production while
reducing risk.  Proven new technology such as horizontal drilling
and fracture stimulation is also used to increase production.

    Recent development activity includes projects in the South
Timbalier, Viosca Knoll, and Ship Shoal areas.

    South Timbalier Block 265 (100%):  This 1994 discovery is
expected to come on stream in July 1996 at 125 million cubic feet
of gas and 6,800 barrels of oil per day.

    Following the discovery on South Timbalier Block 265, the
adjacent acreage was acquired in subsequent lease sales, including
blocks 266, 250, and 237.  These acquisitions were based on 3-D
seismic surveys and will form an important part of the company's
future exploration programs.

    Viosca Knoll 989 field (25%):  This five-block field known as
the Pompano project was the gulf's largest contributor to Kerr-
McGee's 1995 oil production.  The field's production averaged
18,400 barrels of oil and 25 million cubic feet of gas per day in
1995.  The production platform is located in 1,300 feet of water.
Pompano's second phase, a subsea system in 1,900 feet of water,
should come on stream in April 1996.

    Ship Shoal Block 239 (46%):  A 1996 discovery on this block,
a product of recent 3-D seismic surveys, is expected to come on
stream in April 1996 and add about 20 million cubic feet of gas per
day to existing production from this block.

Onshore North America

    During 1995, onshore fields accounted for 19% of Kerr-McGee's
oil production and 47% of natural gas sales.  Domestically, the
company continues to emphasize drilling for natural gas and
increasing crude oil production from more mature fields through
enhanced and secondary recovery methods.  Production from U.S.
onshore fields during 1995 was 12%, or 8,700 barrels of per day, of
the company's crude oil production and 31%, or 91 million cubic
feet per day, of natural gas sales.  The company's exploration and
production operations in Canada continue to concentrate on natural
gas.  Canadian operations accounted for 16%, or 45 million cubic
feet of gas per day, of total natural gas sales and 7%, or 4,800
barrels per day, of the company's crude oil production.

    Business strategy led to the restructuring of the exploration
and production unit and to the initiation of a program to divest
nonstrategic properties, most of which are located onshore North
America.  Onshore exploration will focus on gas prospects in
Oklahoma, Texas, and the Canadian provinces of Alberta and
northeast British Columbia.


                                 CHEMICALS

    Kerr-McGee Chemical Corporation produces and markets inorganic
industrial and specialty chemicals, forest products, and heavy
minerals.  Many of these products are processed using proprietary
technology developed by the company.

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

Pigment

    The company's synthetic rutile plant at Mobile, Alabama, has
a production capacity of 162,000 tons per year.  This product
serves as feedstock for the company's titanium dioxide pigment
plant at Hamilton, Mississippi, which has a production capacity of
130,000 tons per year.  An expansion, which is expected to be
completed in 1997, will increase the Hamilton plant's production
capacity to 160,000 tons.

    KMCC Western Australia Pty. Ltd., a wholly owned subsidiary of
Kerr-McGee Chemical Corporation, owns a 50% interest in a joint
venture that operates the world's first integrated titanium dioxide
project.  The project consists of a heavy-minerals mine and mill
and facilities for the production of synthetic rutile and titanium
dioxide pigment, located on three sites within 120 miles of Perth.

    Heavy minerals are mined from a lease that totals 10,350
acres.  The property's remaining 168 million tons of sand contain
an estimated 3.4% heavy minerals.  The heavy minerals contained
within this 5.7 million-ton, heavy-mineral deposit are composed of
4.3% rutile, 61.3% ilmenite, 3.4% leucoxene, 10.9% zircon, and
20.1% minerals that are not presently produced or have no value.
Additional drilling is required to determine the actual quantities
and grade of heavy minerals contained in a second 2,540-acre
property and the extent to which it may be feasible to mine this
deposit.  The company holds a 50% interest in both properties.  The
heavy minerals separation mill has a capacity of 559,000 tons per
year.

    The recovered ilmenite is processed into synthetic rutile at
the plant, which has production capacity of 178,000 tons per year.
The plant operated near capacity during 1995.

    Production from the synthetic rutile plant serves as feedstock
for the domestic and international pigment operations.  The pigment
plant in Australia has a production capacity of 73,000 tons per
year.  An expansion of this plant is expected to increase capacity
to 88,000 tons per year in 1996.

    The company also owns a 25% interest in a pigment plant in
Yanbu, Saudi Arabia.  The plant has a capacity of 66,000 tons per
year.

Electrolytic Products

    The company's major electrolytic products are manganese
dioxide, manganese metal, sodium chlorate, ammonium perchlorate,
and specialty boron products.

    The sodium chlorate plant at the company's Hamilton,
Mississippi, complex has production capacity of 123,000 tons per
year.  An expansion started in 1995 will increase annual capacity
to 138,000 tons by year-end 1996.  Also at Hamilton is a manganese
metal plant that has capacity of 12,000 tons per year.

    Facilities at Henderson, Nevada, include electrolytic cells
and processing equipment for the manufacture of manganese dioxide,
a plant for the manufacture of ammonium perchlorate, and a
specialty boron products plant.  The annual capacity of the
manganese dioxide plant is 24,500 tons.  An expansion, expected to
be completed at the end of 1996, will increase capacity to 28,200
tons per year. Production capacity for ammonium perchlorate is
20,000 tons per year.  Ammonium perchlorate blending and storage
facilities are located 25 miles north of the Henderson plant.
Production capacities for elemental boron and boron trichlorine are
80,000 pounds and 175,000 pounds per year, respectively.

Forest Products

    The company's principal forest product is treated railroad
crossties.  Other products include crossing materials, bridge
timbers, and utility poles.  The company owns seven wood-preserving
plants located along major railroads in the United States.  Six of
the plants are east of the Rocky Mountains.  Production of
crossties with built-in rail fasteners began in late 1993 at a
pilot plant in Madison, Illinois.  As a result of testing, the
company believes this innovative RAILFAST (registered trademark) system has
potential for use with both wood and concrete ties.

Marketing

    Titanium dioxide pigment is the world's preferred white
opacifier and is used primarily in paint, plastics, and paper.
With 1995 net production capacity of approximately 185,000 tons per
year, Kerr-McGee has 10% of the U.S. and 5% of the world markets.
The company's plant in Hamilton, Mississippi, one of the industry's
lower cost-producers, primarily serves the Americas.  Most of the
pigment production from the company's 50% joint venture in Western
Australia is sold in the Far East and Australia.  The production
from the company's plant (25% interest) in Saudi Arabia is sold
primarily to customers located in the Middle East and Europe.  A
marketing subsidiary sells all of the pigment production from the
Western Australia joint venture and approximately 40% of the total
production from the Saudi Arabia plant.  World demand is expected
to increase by an average of 3% to 4% per year over the next
several years.

    Manganese dioxide is a major component of alkaline dry-cell
batteries.  The company's current production meets approximately
30% of North American demand.  The average annual demand growth of
6% is driven by the need for alkaline batteries for portable
electronic devices.

    Sodium chlorate is used in the environmentally preferred
chlorine dioxide process for bleaching pulp.  North American demand
for sodium chlorate is expected to increase an average of 2% to 4%
per year in the near term as the pulp and paper industry continues
conversion to the chlorine dioxide process.  The company has a 7%
share of the North American market, and its plant in Mississippi is
a low-cost producer.

    Manganese metal is used in aluminum, specialty, and stainless
steel alloys.  The largest use of manganese metal is for alloying
aluminum can sheet.  Kerr-McGee supplied about 50% of the U.S.
aluminum industry's manganese requirements in 1995.

    Ammonium perchlorate is used as an oxidizer for solid rocket
fuel, primarily in the U.S. space and defense programs.  The
company is one of two domestic producers of the product.

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

    The company's share of the U.S. railroad crosstie market is
approximately 45%. Domestic crosstie demand is expected to remain
relatively flat at about 13 million to 15 million ties per year.

    For information regarding heavy-mineral reserves, production,
and average market prices for each of the years 1991 through 1995,
reference is made to Note 28 in the Consolidated Financial
Statements of the 1995 Annual Report to Stockholders, which note is
incorporated by reference in Item 8.


                                   COAL

    The company's coal operations are conducted by a subsidiary,
Kerr-McGee Coal Corporation, which produces coal from the Jacobs
Ranch and Clovis Point surface mines in the Wyoming Powder River
Basin and Galatia Mine, an underground mine in the Illinois Basin.
The sale of Pioneer Fuel Corporation in West Virginia was completed
in February 1996.  Most 1995 coal sales were to electric utilities
under long-term contracts.  The company also makes spot sales to
domestic and foreign customers.  At year-end 1995, the company
owned or leased coal reserves in Illinois, Wyoming, and West
Virginia.  The West Virginia reserves were sold in February 1996.

Reserves and Production

    At December 31, 1995, the company's coal reserves were as
follows (in millions of tons):

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

Wyoming -
 Jacobs Ranch Mine       299          269         Steam    Surface
 Clovis Point Mine       326          293         Steam    Surface

Illinois -
 Galatia Mine -                                   Met./    Under-
   Harrisburg No. 5      112           72         Steam    ground
                                                           Under-
   Herrin No. 6          268          174         Steam    ground

West Virginia -                                            Under-
 Pioneer Fuel                                     Met./    ground
   Composite              35           26         Steam    Surface

                       1,040          834


    Of the Wyoming reserves, 91% are held under Federal leases,
and the remaining 9% are leased from the State of Wyoming.  The
Illinois coal reserves are owned by Kerr-McGee or held under leases
with private parties.  Prior to the sale of Pioneer Fuel
Corporation in early 1996, the West Virginia coal reserves were
held under leases with private parties.

    Production from Kerr-McGee mines for 1995 and 1994 was as
follows:

(In millions of tons)                   1995           1994

Jacobs Ranch Mine                       24.6           20.6
Clovis Point Mine                         .4             .2
Galatia Mine                             5.5            4.0
West Virginia Operations                  .6             .8

   Total Production                     31.1           25.6

    For information regarding coal reserves, production, and
average market prices for each of the years 1991 through 1995,
reference is made to Note 28 to the Consolidated Financial
Statements in the 1995 Annual Report to Stockholders, which note is
incorporated by reference in Item 8.


Jacobs Ranch Mine

    Jacobs Ranch Mine is located 50 miles southeast of Gillette,
Wyoming, in the South Powder River Basin.  The coal lease area
contains 7,514 acres of land, of which 3,299 acres are underlain by
269 million recoverable tons of coal.  The company also owns or
controls the surface rights to 1,684 acres of a buffer zone, or
overstrip area.  The mine permit was renewed in August 1994 for a
five-year period and expanded to incorporate additional leased
acreage and the buffer zone.  The terms of the Jacobs Ranch Mine
Federal leases were adjusted by the Bureau of Land Management (BLM)
in 1990.  In February 1995, the BLM approved consolidation of the
three federal leases into a logical mining unit, which will allow
a more effective mining sequence of the combined leases.

    Jacobs Ranch Mine has annual production capacity of 24 million
tons of low-sulfur coal.  Further production growth requires the
expansion of the Jacobs Ranch Mine preparation plant, which is
under way. Expected to be completed in 1997, the expansion should
allow production at Jacobs Ranch to increase by approximately 2
million tons per year until the mine's target capacity of 35
million tons is reached.

    Shipments began in 1978 and totaled more than 239 million tons
through December 1995.  All deliveries were made via the Burlington
Northern or Chicago Northwestern railroads.  Jacobs Ranch Mine coal
meets Phase II emission requirements of the Clean Air Act
Amendments of 1990 and is sold primarily under long-term contracts
for ultimate use by electric utilities.

Clovis Point Mine

    Clovis Point Mine is located eight miles east of Gillette,
Wyoming.  In 1988, the company consolidated its Wyoming mining
operations at Jacobs Ranch Mine and ceased shipments from Clovis
Point Mine.  The facility was reopened in 1994 and has since
produced more than 600,000 tons toward the due diligence lease
requirements, which will be met in 1996.  The mine permit has been
renewed until 1999.

    The Clovis Point mining area consists of 3,143 acres leased
from the Federal government and 640 acres leased from the State of
Wyoming.  The company either owns or has surface-owner consent to
mine 71% of the Federal lease permit area.  The remaining 29% is
positioned so that it would be mined near the end of the mine life;
however, before mining, surface-owner consent must be obtained and
the mine permit amended.  The terms of one of the two Federal
leases at Clovis Point Mine were adjusted by the BLM in 1990, and
the terms of the other Federal lease were renewed and extended
without change in 1995.  The terms of the state lease, which
contains the mine pit, were renewed for an additional 10-year
period in 1993.  The state royalty rate may be adjusted for the
last five years of the lease.  The three Clovis Point leases are
held in a logical mining unit.  The provisions of the leases
require that an additional 200,000 tons of coal be mined by
September 1996.

Galatia Mine

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

    Shipments from the mine began in January 1984 and totaled more
than 35 million tons through December 1995.  Shipments are
primarily by rail, although the mine loadout is capable of loading
trucks, and weighing facilities are on-site.  The Illinois Central
Railroad is the originating carrier for rail shipments, most of
which are comprised of 100-car unit trains.  An independent
commercial laboratory is also on-site, and its coal quality
analyses are accepted by most customers as verification of
compliance with contract specifications.

    Within the mine area, Kerr-McGee controls approximately 33,000
acres through leases and mineral ownership.  This includes control
of the Herrin No. 6 seam, which was mined at Galatia until July
1994.  Its higher sulfur content and resultant decrease in demand
by the utilities, because of the emission requirements of the Clean
Air Act Amendments of 1990, led to the cessation of mining in the
No. 6 seam and transfer of the mining equipment to the lower-
sulfur/higher-value Harrisburg No. 5 seam.

    In anticipation of an increase in market demand for lower-
sulfur coal, an expansion was begun in 1992 to extend production in
the No. 5 seam to the north, on the other side of an ancient river
channel bounding the then-current mining area.  Completed in 1994,
the project provided underground access to lower-sulfur coal
reserves that were an integral part of mining operations during
1995.

    Longwall mining is utilized at Galatia.  Two of these high
recovery, high productivity, low-operating cost longwall mining
units now operate in the No. 5 seam.  Due to the production
capabilities of the longwall units and the coal processing plant,
which was expanded in 1994, Galatia Mine has annual production
capacity of 6 million tons of high-Btu, relatively low-sulfur coal.

Pioneer Fuel Corporation

    Pioneer Fuel Corporation, the company's mining operation near
Oceana, West Virginia, was sold in early 1996. The gain on the sale
was immaterial.


Marketing

    Coal is sold under both long-term contracts and spot sale
agreements.  During 1995, the company had export sales of steam
coal to utilities in Germany and Morocco and semi-soft coking coal
to industrial customers in Japan. These export sales originated
principally from the Galatia mine and were made via Mobile,
Alabama.  Domestic deliveries of steam coal will continue,
primarily under long-term contracts with electric utilities in
Arkansas, Florida, Georgia, Indiana, Louisiana, Missouri, Oklahoma,
and Texas.  While coal sales include sales of coal purchased from
third parties, the company is not dependent on this purchased coal
to meet its contract obligations.  A total of 194 million tons of
coal is committed to delivery under contracts expiring between 1996
and 2014.

    Coal markets continue to experience competitive pricing.
Kerr-McGee's existing long-term contracts have provided stable
earnings under these competitive conditions and are the basis for
the expansion of business with key domestic electric utilities.

    Although domestic markets are affected by the Clean Air Act
Amendments of 1990, the company is well positioned with its
reserves of low-sulfur coal.  Approximately 67% of the company's
coal will continue to be considered compliance coal after the year
2000.  Uncommitted reserves and existing production capacity should
permit the company to expand its export sales and participate in
the expected growth in domestic demand for low-sulfur coal.


                          DISCONTINUED OPERATIONS

    During 1995, the company disposed of substantially all of its
refining and marketing assets and exited the refining and marketing
business, which had been conducted by wholly owned subsidiaries,
Kerr-McGee Refining Corporation, Southwestern Refining Company,
Inc., and Cato Oil and Grease Co.


                                   OTHER

Research and Development

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

Employees

    On December 31, 1995, the company had 3,976 employees.  Less
than 1% were represented by a collective bargaining agreement.


Competitive Conditions

    In the petroleum industry, competition exists from the initial
process of bidding for leases to the sale of crude oil and natural
gas. Competitive factors include finding and developing petroleum
hydrocarbons, transporting raw materials, and developing successful
marketing strategies.  The volatility of crude oil and natural gas
prices during the past few years has placed increased emphasis on
all competitive aspects of the petroleum industry.

    The company is one of eight chloride-process producers of
titanium dioxide pigment in the world.  The chloride process
results in significantly less waste than the more costly sulfate
process.  Pigment customers worldwide increasingly prefer the
chloride product due to environmental restrictions.  The demand for
pigment is expected to increase by an average of 3% to 4% per year
through the end of the century.  Manganese dioxide and sodium
chlorate are in a near-balanced supply/demand position.  Excess
worldwide capacity currently exists for ammonium perchlorate, boron
specialty products, and manganese metal.

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

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


             GOVERNMENT REGULATIONS AND ENVIRONMENTAL RESERVES

General

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

Environmental Matters

    Federal, state, and local laws and regulations relating to
environmental protection affect almost all plants and facilities of
the company.  During 1995, direct capital and operating
expenditures related to environmental protection and cleanup of
existing sites totaled $43 million.  Additional expenditures
totaling $61 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 $100 million in each of the years 1996 and 1997. 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.  Moreover, there are costs associated with staff and
management time that cannot be calculated or estimated with any
assurance of accuracy.

    Based on present information, the company believes that it has
accrued and is accruing reasonable reserves for expenditures that
may have to be made in the future for environmental matters.
Because of continually changing laws and regulations, the nature of
the company's businesses, and pending proceedings, it is not
possible to reliably estimate the amount or timing of all future
expenditures relating to environmental matters.  The company
provides for costs related to environmental contingencies when a
loss is probable and the amount is reasonably estimable.  Although
management believes adequate reserves have been provided for all
known environmental contingencies, it is possible, due to the above
noted uncertainties, that additional reserves could be required in
the future that could have a material effect on results of
operations in a particular quarter or annual period.  However, the
ultimate resolution of these environmental contingencies, to the
extent not previously provided for, should not have a material
adverse effect on the company's financial position.

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


Item 3.   Legal Proceedings

    Kerr-McGee Chemical Corporation (KMCC), a wholly owned
subsidiary of the company, has been informed by the Environmental
Protection Agency (EPA) that it is one of several companies against
whom a civil action may be filed for the recovery of remediation
costs incurred by the EPA at the Bayou Bonfouca Superfund site
located at Slidell, Louisiana.  KMCC never owned nor operated the
site, nor disposed of any waste at the site.  It is alleged that a
former wood-treating subsidiary of American Creosoting Corporation
(ACC) had owned the site at one time, but ACC sold it in 1958.  The
company acquired ACC in 1964.  The company and the government have
entered into an agreement in principle regarding the company's
obligations at this site, and the company has established a
reserve.

    The company continues its efforts to obtain the necessary
approvals to decommission a facility located in West Chicago,
Illinois, which processed thorium ores and was closed in 1973.
Currently, the State of Illinois has jurisdiction of this site, and
the company has agreed to offsite disposal of the waste material.

    For a discussion of contingencies, including a detailed
discussion of the West Chicago matter, reference is made to the
Environmental Matters section of Management's Discussion and
Analysis and Note 13 to the Consolidated Financial Statements in
the 1995 Annual Report to Stockholders, which discussion and note
are incorporated by reference in Item 7 and Item 8, respectively.


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

    None submitted during the fourth quarter of 1995.


Executive Officers of the Registrant

    The following is a list of executive officers, their ages, and
their positions and offices as of January 1, 1996:


       Name         Age                  Office

Frank A. McPherson  62   Chairman of the Board and Chief
                         Executive Officer since 1983.

Luke R. Corbett     48   President and Chief Operating Officer
                         since 1995.  President of Kerr-McGee
                         Coal Corporation since 1995. President
                         of Kerr-McGee China Petroleum Ltd. since
                         1994.  President of Kerr-McGee Canada
                         Ltd. since 1989.  President of Kerr-
                         McGee Oil (U.K.) PLC since 1987. Group
                         Vice President from 1992 until 1995.
                         Senior Vice President from 1991 until
                         1992.  Vice President, Oil and Gas
                         Exploration from 1987 until 1991.

Wayne T. Ewing      62   Senior Vice President since 1995.
                         Executive Vice President of Marketing
                         for Kerr-McGee Coal Corporation from
                         1993 until 1995.  Executive consultant
                         from 1990 until 1993.

George R. Hennigan  60   Senior Vice President since 1991.
                         President of Kerr-McGee Chemical
                         Corporation since 1991.  Executive Vice
                         President, Kerr-McGee Chemical
                         Corporation from 1984 until 1991.

John C. Linehan     56   Senior Vice President and Chief
                         Financial Officer since 1987.

Tom J. McDaniel     57   Senior Vice President since 1986 and
                         Secretary since 1989.

Robert C. Scharp    48   Senior Vice President since 1991.
                         Senior Vice President, Production,
                         Exploration and Production Division
                         since 1995.  President of Kerr-McGee
                         Coal Corporation from 1991 until 1995.
                         Vice President of Operations for Kerr-
                         McGee Coal Corporation from 1990 until
                         1991.

Michael G. Webb     48   Senior Vice President since 1993.
                         Senior Vice President, Exploration,
                         Exploration and Production Division
                         since 1992.  Vice President, Exploration
                         from 1992 to 1993.  Vice President,
                         North American Onshore Exploration from
                         1991 until 1992.  Exploration Manager,
                         Kerr-McGee Canada Ltd. from 1988 until
                         1991.

R. G. Horner, Jr.   56   Vice President and General Counsel since
                         1986.

J. Michael Rauh     46   Vice President and Controller since
                         1987.

Donald F. Schiesz   58   Vice President, Safety and Environment
                         since 1994.  Senior Vice President of
                         Kerr-McGee Chemical Corporation from
                         1991 until 1994.  Vice President and
                         General Manager of the Pigment Division
                         for Kerr-McGee Chemical Corporation from
                         1984 until 1991.

Thomas B. Stephens  51   Vice President and Treasurer since 1985.

Jean B. Wallace     41   Vice President, Human Resources since
                         1989.

Dale E. Warfield    52   Vice President, General Administration
                         since 1994.  Vice President, Materials
                         Management and Transportation from 1991
                         until 1994.  Director of Purchasing and
                         Materials Management from 1990 until
                         1991.

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

                                  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 29 to the
Consolidated Financial Statements in the 1995 Annual Report to
Stockholders, which note is incorporated by reference in Item 8.

    Quarterly dividends declared totaled $1.55 per share for the
year 1995 and $1.52 per share for each of the years 1994 and  1993.
Cash dividends have been paid continuously since 1941 and totaled
$79 million in 1995, $78 million in 1994, and $73 million in 1993.


Item 6.  Selected Financial Data

    Information regarding selected financial data required in this
item is presented in the schedule captioned "Six-Year Financial
Summary" in the 1995 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 1995 Annual
Report to Stockholders is incorporated herein by reference.


Item 8.  Financial Statements and Supplementary Data

    The following financial statements and supplementary data
included in the 1995 Annual Report to Stockholders are incorporated
herein by reference:


           Report of Independent Public Accountants

           Consolidated Statement of Income

           Consolidated Statement of Retained Earnings

           Consolidated Balance Sheet

           Consolidated Statement of Cash Flows

           Notes to Financial Statements


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

    None.


                                 PART III


Item 10. Directors and Executive Officers of the Registrant

(a) Identification of directors -

      For information required under this section, reference is
      made to the "Election of Directors" section of the company's
      proxy statement for 1996 made in connection with its Annual
      Stockholders' Meeting to be held on May 14, 1996.

(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 "Compliance with Section 16(a) of the Securities
      Exchange Act of 1934" section of the company's proxy
      statement for 1996 made in connection with its Annual
      Stockholders' Meeting to be held on May 14, 1996.


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 1996 made in connection with its
Annual Stockholders' Meeting to be held on May 14, 1996.


Item 12.     Security Ownership of Certain Beneficial Owners and
             Management

    For information required under this section, reference is made
to the "Security Ownership" portion of the "Election of Directors"
section of the company's proxy statement for 1996 made in
connection with its Annual Stockholders' Meeting to be held on May
14, 1996.


Item 13.     Certain Relationships and Related Transactions

    For information required under this section, reference is made
to the "Election of Directors" and "Certain Relationships and
Related Transactions" sections of the company's proxy statement for
1996 made in connection with its Annual Stockholders' Meeting to be
held on May 14, 1996.

                                  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 1995 Annual Report to Stockholders, are
      incorporated by reference in Item 8:

        Report of Independent Public Accountants

        Consolidated Statement of Income for the Years Ended
        December 31, 1995, 1994, and 1993

        Consolidated Statement of Retained Earnings for the Years
        Ended December 31, 1995, 1994, and 1993

        Consolidated Balance Sheet at December 31, 1995 and 1994

        Consolidated Statement of Cash Flows for the Years Ended
        December 31, 1995, 1994, and 1993

        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, 1995, 1994, and 1993

      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 -

         Exhibit No.

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

             3.2        Bylaws of Kerr-McGee Corporation, as
                        amended, filed as Exhibit 3(b) to the
                        report on Form 10-K for the year ended
                        December 31, 1986, and incorporated
                        herein by reference.

             4.1        Amended and Restated Rights Agreement
                        dated as of July 11, 1989, filed as
                        Exhibit 1 to the report on Form 8-K dated
                        July 13, 1989, and incorporated herein by
                        reference.

             4.2        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 Indenture dated as of June
                        1, 1976, between the company and
                        Citibank, N.A., as trustee, relating to
                        the company's 8-1/2% Sinking Fund
                        Debentures due June 1, 2006; the
                        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; 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 Facilities Agreement
                        dated March 3, 1991, providing for
                        borrowings of up to $65 million through
                        September 3, 1993, by National Titanium
                        Dioxide Company Limited (Cristal), a
                        Saudi Arabian limited liability company
                        (owned 25% by a wholly owned subsidiary
                        of the company), and several banks with
                        25% of the loans guaranteed on a several
                        basis by a wholly owned subsidiary; the
                        $325 million Credit Agreement dated as of
                        August 25, 1994, providing for a five-
                        year revolving credit facility with a
                        bullet maturity on the fifth anniversary
                        of the execution of the Credit Agreement;
                        the Revolving Credit Agreement dated as
                        of October 16, 1992, and the first
                        amendment to the Credit Agreement dated
                        as of December 21, 1994, among Kerr-McGee
                        Corporation, Kerr-McGee Oil (U.K.) PLC,
                        and several banks providing for revolving
                        credit of up to $230 million through
                        December 31, 1999; and the Revolving
                        Credit Agreement dated as of February 24,
                        1995 between Kerr-McGee China Petroleum
                        Ltd., as borrower, and Kerr-McGee
                        Corporation, as guarantor, and several
                        banks providing for revolving credit of
                        up to $105 million through February 24,
                        1998.  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.

             4.3        Kerr-McGee Corporation Direct Purchase
                        and Dividend Reinvestment Plan filed on
                        Form S-3 effective August 19, 1993,
                        Registration No. 33-66112, and
                        incorporated herein by reference.

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

            10.2*       Kerr-McGee Corporation Stock Deferred
                        Compensation Plan for Non-Employee
                        Directors as amended and restated
                        effective August 1, 1995.

            10.3*       Description of the company's Annual
                        Incentive Compensation Plan.

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

            10.5*       Benefits Restoration Plan as amended and
                        restated effective September 13, 1989,
                        filed as Exhibit 10(6) to the report on
                        Form 10-K for the year ended December 31,
                        1992, and incorporated herein by
                        reference.

            10.6*       Kerr-McGee Corporation Executive Deferred
                        Compensation Plan as amended and restated
                        effective January 1, 1996.

            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*       Amended and restated Agreement, restated
                        as of December 31, 1992, between the
                        company and Frank A. McPherson filed as
                        Exhibit 10(9) on Form 10-K for the year
                        ended December 31, 1992, and incorporated
                        herein by reference.

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

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

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

            10.12*      Amended and restated Agreement, as of
                        December 31, 1992, between the company
                        and George R. Hennigan filed as Exhibit
                        10(13) on Form 10-K for the year ended
                        December 31, 1993, and incorporated
                        herein by reference.

            10.13*      Form of agreement, amended and restated
                        as of December 31, 1992, between the
                        company and certain executive officers
                        not named in the Summary Compensation
                        Table contained in the company's
                        definitive Proxy Statement for the 1995
                        Annual Meeting of Stockholders, filed as
                        Exhibit 10(14) on Form 10-K for the year
                        ended December 31, 1992, and incorporated
                        herein by reference.

            12          Computations of ratio of earnings to
                        fixed charges.

            13          1995 Annual Report to Stockholders.

            21          Subsidiaries of the Registrant.

            23          Consent of Arthur Andersen LLP.

            24          Powers of Attorney.

            27          Financial Data Schedule (electronic
                        filing only).


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



(b) Reports on Form 8-K -

    No reports on Form 8-K were filed by the Registrant during the
    quarter ended December 31, 1995.

<PAGE>

Report of Independent Public Accountants On Financial Statement Schedule

To Kerr-McGee Corporation:

    We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in Kerr-
McGee Corporation's 1995 Annual Report to Stockholders incorporated
by reference in this Form 10-K, and have issued our report thereon
dated February 16, 1996.  Our report on the consolidated financial
statements includes an explanatory paragraph with respect to the
adoption of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of," in 1995 as discussed in Note 3 to the financial
statements.  Our audit was made for the purpose of forming an
opinion on those statements taken as a whole.  The Schedule of
Valuation Accounts and Reserves is the responsibility of the
company's management and is presented for purposes of complying
with the Securities and Exchange Commission's rules and is not part
of the basic consolidated financial statements.  This schedule has
been subjected to the auditing procedures applied in the audit of
the basic consolidated financial statements and, in our opinion,
fairly states in all material respects the financial data required
to be set forth therein in relation to the basic consolidated
financial statements taken as a whole.



                                 (ARTHUR ANDERSEN LLP)
                                  ARTHUR ANDERSEN LLP




Oklahoma City, Oklahoma,
  February 16, 1996

<PAGE>

                                                    SCHEDULE II

              KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                      VALUATION ACCOUNTS AND RESERVES


<TABLE>
<CAPTION>
                                          Additions
                                 Balance at      Charged to       Charged to     Deductions     Balance at
                                  Beginning      Profit and          Other          from          End of
(In millions of dollars)           of Year          Loss           Accounts       Reserves         Year
<S>                                 <C>            <C>               <C>            <C>             <C>

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

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


Year Ended December 31, 1994
a. Deducted from asset accounts
   Allowance for doubtful notes
     and accounts receivable        $  5          $  9               $  -           $  3            $ 11
   Warehouse inventory obsolescence    1             1                  -              -               2
                                    $  6          $ 10               $  -           $  3            $ 13

b. Not deducted from asset accounts
   Environmental                    $255          $ 21               $(50)(A)       $ 60            $166
   Postretirement benefits           103            11                  -              6             108
   Oil and gas site dismantlement
     and coalsite reclamation and
     restoration                      81            13                  3 (B)          3              94
   Surface mine stripping cost        14            30                  -             32              12
   Pension benefits                    -             4                  6 (C)          1               9
   Other                               7             2                  -              1               8
                                    $460          $ 81               $(41)          $103            $397

Year Ended December 31, 1993
a. Deducted from asset accounts
   Allowance for doubtful notes
     and accounts receivable       $  3           $  2               $  -           $  -            $  5
   Warehouse inventory obsolescence   1              1                  -              1               1
                                   $  4           $  3               $  -           $  1            $  6

b. Not deducted from asset accounts
   Environmental                   $281           $  3               $ (1)(A)       $ 28            $255
   Postretirement benefits           99             11                  -              7             103
   Oil and gas site dismantlement
     and coal site reclamation and
     restoration                     71             12                  2 (B)          4              81
   Surface mine stripping cost       15             27                  -             28              14
   Petroleum product pricing          2              -                  -              2               -
   Other                              8              1                 (1)             1               7
                                   $476           $ 54               $  -           $ 70            $460



(A) Transfer (to) from current liabilities.
(B) Obligation assumed in connection with property acquisitions.
(C) Additional minimum liability offset by an intangible asset in deferred charges.
</TABLE>

<PAGE>

                                 SIGNATURES


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



                              KERR-McGEE CORPORATION




                              By:  Frank A. McPherson*
                                   Frank A. McPherson,
                                   Chairman of the Board and
                                     Chief Executive Officer




March 29, 1996                By: (John C. Linehan)
     Date                          John C. Linehan,
                                   Senior Vice President and
                                     Chief Financial Officer




                              By: (J. Michael Rauh)
                                   J. Michael Rauh,
                                   Vice President and Controller
                                     and Chief Accounting Officer



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



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

<PAGE>

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



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


                              By:  E. H. Clark, Jr.*
                                   E. H. Clark, Jr., Director


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


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


                              By:  Robert S. Kerr, Jr.*
                                   Robert S. Kerr, Jr., Director


March 29, 1996                By:  Frank A. McPherson*
    Date                           Frank A. McPherson, Director


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


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


                              By:  John J. Nevin*
                                   John J. Nevin, Director


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

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



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

<PAGE>