UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 1999

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Transition Period from _____ to _____

                          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 of                (I.R.S. Employer
           Incorporation or Organization)                Identification No.)

                Kerr-McGee Center, Oklahoma City, Oklahoma 73125
              (Address of Principal Executive Offices and Zip Code)

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


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 (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                    Yes X No

Number  of  shares  of  common   stock,  $1.00  par  value,  outstanding  as  of
October 31, 1999:  86,466,032




                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

<TABLE>

                 KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                        CONSOLIDATED STATEMENT OF INCOME
                                   (UNAUDITED)

<CAPTION>

                                                                Three Months Ended                Nine Months Ended
                                                                   September 30,                     September 30,
(Millions of dollars, except per-share amounts)                 1999              1998             1999         1998
                                                             -------------------------        ----------------------

<S>                                                           <C>               <C>            <C>           <C>
Sales                                                         $752.5            $556.0         $1,895.6      $1,663.8
                                                              ------            ------         --------      --------

Costs and Expenses
    Costs and operating expenses                               279.5             274.9            773.0         771.1
    Selling, general and administrative expenses                41.1              72.8            156.3         180.0
    Depreciation and depletion                                 159.2             152.9            447.5         427.1
    Exploration, including dry holes and
        amortization of undeveloped leases                      24.7              45.8             94.1         150.3
    Taxes, other than income taxes                              21.9              15.6             54.5          44.6
    Merger costs                                                   -                 -            155.1            -
    Interest and debt expense                                   50.4              39.6            140.9         114.2
                                                             -------           -------        ---------      --------
               Total Costs and Expenses                        576.8             601.6          1,821.4       1,687.3
                                                             -------           -------        ---------     ---------

                                                               175.7             (45.6)            74.2         (23.5)
Other Income (Loss)                                            (14.2)            (29.7)            13.8          13.3
                                                             -------           -------        ---------     ---------

Income (Loss) from Continuing Operations before
    Income Taxes                                               161.5             (75.3)            88.0         (10.2)
Provision (Benefit) for Income Taxes                            63.8              (7.8)            51.5          10.1
                                                             -------           -------        ---------     ---------

Income (Loss) from Continuing Operations                        97.7             (67.5)            36.5         (20.3)
Income from Discontinued Operations (net of
    provision for income taxes of $121.7 and $155.7
    for the third quarter and the first nine months
    of 1998, respectively)                                         -             217.9                -         277.4
Cumulative Effect of Change in Accounting Principle
    (net of benefit for income taxes of $2.2)                      -                 -             (4.1)           -
                                                             -------           -------        ---------      --------

Net Income                                                   $  97.7            $150.4        $    32.4     $   257.1
                                                             =======            ======        =========     =========

Net Income (Loss) per Common Share
    Basic and Diluted
        Continuing operations                                $  1.13           $ (.77)        $     .42     $   (.23)
        Discontinued operations                                    -             2.50                 -         3.19
        Cumulative effect of change in
           accounting principle                                    -                 -             (.05)           -
                                                             -------           -------        ---------     --------

               Total                                         $  1.13           $ 1.73         $     .37     $   2.96
                                                             =======           ======         =========     ========


The accompanying notes are an integral part of this statement.
</TABLE>

<TABLE>


                 KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

<CAPTION>

                                                                  September 30,      December 31,
(Millions of dollars)                                                      1999              1998
                                                                  -------------------------------

<S>                                                                   <C>               <C>
ASSETS
Current Assets
    Cash                                                              $   184.4         $   121.0
    Notes and accounts receivable                                         561.9             388.4
    Inventories                                                           265.2             247.1
    Deposits and prepaid expenses                                          85.2             120.2
                                                                      ---------         ---------
        Total Current Assets                                            1,096.7             876.7
                                                                      ---------         ---------

Property, Plant and Equipment                                          10,858.1          10,651.7
    Less reserves for depreciation,
    depletion and amortization                                          6,795.7           6,498.9
                                                                      ---------         ---------
                                                                        4,062.4           4,152.8
                                                                      ---------         ---------

Investments and Other Assets                                              714.6             421.8
                                                                      ---------         ---------

                                                                       $5,873.7          $5,451.3
                                                                       ========          ========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
    Short-term borrowings                                             $     6.6         $    35.8
    Accounts payable                                                      330.1             385.3
    Long-term debt due within one year                                    120.1             235.6
    Other current liabilities                                             370.0             393.3
                                                                      ---------         ---------
        Total Current Liabilities                                         826.8           1,050.0
                                                                      ---------         ---------

Long-Term Debt                                                          2,475.9           1,978.5
                                                                      ---------         ---------

Deferred Credits and Reserves                                           1,126.8           1,077.3
                                                                      ---------         ---------

Stockholders' Equity
    Common stock, par value $1 - 300,000,000
        shares authorized, 93,474,191 shares issued at
        9-30-99 and 93,378,069 shares issued at 12-31-98                   93.5              93.4
    Capital in excess of par value                                      1,284.3           1,282.2
    Preferred stock purchase rights                                          .5                .5
    Retained earnings                                                     506.1             527.0
    Accumulated other comprehensive income (loss)                          71.6             (36.0)
    Common shares in treasury, at cost - 7,010,790
        shares at both 9-30-99 and 12-31-98                              (387.8)           (387.8)
    Deferred compensation                                                (124.0)           (133.8)
                                                                      ---------         ---------
        Total Stockholders' Equity                                      1,444.2           1,345.5
                                                                      ---------         ---------

                                                                       $5,873.7          $5,451.3
                                                                       ========          ========


The  "successful  efforts"  method of accounting for oil and gas exploration and
production activities has been followed in preparing this balance sheet.

The accompanying notes are an integral part of this statement.
</TABLE>



<TABLE>

                 KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

<CAPTION>

                                                                         Nine Months Ended
                                                                           September 30,
(Millions of dollars)                                                   1999             1998
                                                                     ------------------------

<S>                                                                  <C>               <C>
Operating Activities
Net income                                                           $  32.4           $257.1
Adjustments to reconcile to net cash
    provided by operating activities -
        Depreciation, depletion and amortization                       478.4            466.9
        Dry hole costs                                                  24.0             65.4
        Deferred income taxes                                           21.2              7.6
        Gain on sale of discontinued coal operations                      -            (257.3)
        Gain on sale and retirement of assets                           (3.4)            (3.8)
        Noncash items affecting net income                             166.0             14.8
        Other net cash used in operating activities                   (385.5)          (198.1)
                                                                     -------           ------
           Net Cash Provided by Operating Activities                   333.1            352.6
                                                                     -------           ------

Investing Activities
Capital expenditures                                                  (387.6)          (870.6)
Acquisitions                                                           (65.9)          (515.9)
Proceeds from the sale of discontinued coal operations                    -             598.8
Proceeds from sale of assets                                             3.9             65.4
Other investing activities                                             (10.2)            11.8
                                                                     -------           ------
           Net Cash Used in Investing Activities                      (459.8)          (710.5)
                                                                     -------           ------


Financing Activities
Issuance of long-term debt                                             999.5            626.3
Repayment of long-term debt                                           (639.3)           (92.7)
Decrease in short-term borrowings                                      (29.2)           (25.0)
Dividends paid                                                         (99.5)           (64.4)
Other financing activities                                             (37.0)           (20.0)
                                                                     -------           ------
           Net Cash Provided by Financing Activities                   194.5            424.2
                                                                     -------           ------

Effects of Exchange Rate Changes on Cash and Cash Equivalents           (4.4)               -
                                                                     -------           ------

Net Increase in Cash and Cash Equivalents                               63.4             66.3

Cash and Cash Equivalents at Beginning of Period                       121.0            192.3
                                                                     -------           ------

Cash and Cash Equivalents at End of Period                           $ 184.4           $258.6
                                                                     =======           ======


The accompanying notes are an integral part of this statement.
</TABLE>




                 KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1999



A.   The condensed  financial  statements  included herein have been prepared by
     the company,  without audit,  pursuant to the rules and  regulations of the
     Securities  and  Exchange  Commission  and, in the  opinion of  management,
     include all  adjustments,  consisting  only of normal  recurring  accruals,
     necessary to present  fairly the  resulting  operations  for the  indicated
     periods.  Certain information and footnote disclosures normally included in
     financial   statements  prepared  in  accordance  with  generally  accepted
     accounting principles have been condensed or omitted pursuant to such rules
     and  regulations.  On February 26, 1999,  the company  completed the merger
     with Oryx Energy  Company  (Oryx).  The merger was  accounted for using the
     pooling  of  interests  method of  accounting  for  business  combinations.
     Accordingly,  the  company's  financial  statements  have been  restated to
     include the combined  business  activities for the company and Oryx for all
     periods  presented.  Although the company believes that the disclosures are
     adequate to make the information presented not misleading,  it is suggested
     that these condensed  financial  statements be read in conjunction with the
     financial statements and the notes thereto included in the company's latest
     annual report on Form 10-K and the Form 8-K/A dated  February 26, 1999, and
     filed July 26, 1999.

B.   Effective  January 1, 1999, the company adopted Statement of Position (SOP)
     No. 98-5, "Reporting on the Costs of Start-Up Activities." The SOP requires
     costs of  start-up  activities  to be  expensed  as  incurred.  Unamortized
     start-up  costs at the beginning of the year were required to be recognized
     as a cumulative effect of a change in accounting principle.

     In June 1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
     Statement of Financial  Accounting Standards (FAS) No. 133, "Accounting for
     Derivative  Instruments  and Hedging  Activities."  FAS No. 133 establishes
     accounting and reporting  standards that require derivative  instruments to
     be  recorded  in the  balance  sheet as  either an asset or  liability  and
     measured  at fair  value.  Changes in the  derivative's  fair value must be
     recognized  currently in earnings unless specific hedge accounting criteria
     are met.  Accounting for qualifying hedges allows a derivative's  gains and
     losses to offset related results on the hedged item in the income statement
     and  requires  a company to  formally  document,  designate  and assess the
     effectiveness of transactions that receive hedge accounting treatment.  FAS
     No. 133 was to be effective for fiscal years beginning after June 15, 1999.
     In June 1999,  the FASB issued FAS No. 137,  which  deferred the  effective
     date of FAS No. 133 until fiscal years  beginning  after June 15, 2000. The
     effect of adopting FAS No. 133 has not been  determined but is not expected
     to have a material impact on the company's results of operations.

C.   Net cash provided by operating activities reflects cash payments for income
     taxes and interest as follows:

                                                 Nine Months Ended
                                                   September 30,
     (Millions of dollars)                        1999         1998
                                               --------------------

     Income tax payments                        $ 74.8       $123.5
     Less refunds received                       (60.0)       (34.0)
                                                ------      -------
     Net income tax payments                    $ 14.8      $  89.5
                                                ======      =======

     Interest payments                          $121.4      $  93.4
                                                ======      =======

D.   During the third quarter of 1999 and 1998,  comprehensive income was $220.4
     million  and  $152.4  million,  respectively.  For the  nine  months  ended
     September 30, 1999 and 1998,  comprehensive  income was $139.9  million and
     $258.5 million, respectively.

E.   Investments  in equity  affiliates  totaled  $60.2 million at September 30,
     1999, and $170.1 million at December 31, 1998. Equity income (loss) related
     to the  investments is included in Other Income (Loss) in the  Consolidated
     Statement of Income and totaled  $4.1  million and $(24.6)  million for the
     three months ended September 30, 1999 and 1998, respectively. For the first
     nine months of 1999,  equity income (loss) totaled $11.2 million,  compared
     with $(12.6) million for the same 1998 period.

     During the 1999 third quarter,  the company's ownership percentage in Devon
     Energy Company, an equity affiliate, decreased as a result of Devon issuing
     additional  common  stock in its merger  with  PennzEnergy.  The  company's
     ownership  percentage of approximately 20% was diluted to approximately 14%
     after the Devon merger. As a result, the company no longer accounts for its
     investment in Devon under the equity  method.  The  difference  between the
     company's  carrying  amount of the  investment  before  the  merger and the
     underlying  net book  value of the  investment  after the  merger was $58.1
     million,  net of deferred  taxes,  and was  reflected as an  adjustment  to
     retained earnings.

     The Devon equity securities are considered to be available for sale and are
     carried in the Consolidated  Balance Sheet at fair value, which is based on
     quoted  market price.  At September 30, 1999,  the fair value of the equity
     securities  totaled  $412.5 million compared with a cost of $208.8 million.
     The gross unrealized holding gain totaled $203.7  million.  The  unrealized
     holding gain,  net of taxes,  was $132.4 million at September 30, 1999, and
     was  included as a component  of  Accumulated  Other  Comprehensive  Income
     (Loss).

F.   Income (loss) from  continuing  operations  for purposes of computing  both
     basic and diluted  earnings per share was $97.7 million and $(67.5) million
     for the three months ended September 30, 1999 and 1998,  respectively,  and
     $36.5 million and $(20.3)  million for the nine months ended  September 30,
     1999  and  1998,  respectively.  A  reconciliation  of the  average  shares
     outstanding  used to compute basic earnings per share to the shares used to
     compute diluted earnings per share for both periods is presented below:


<TABLE>
<CAPTION>

                                                              Three Months Ended                   Nine Months Ended
                                                                 September 30,                       September 30,
                                                              1999              1998             1999              1998
                                                           ---------------------------        ---------------------------

     <S>                                                   <C>              <C>               <C>              <C>
     Averages shares outstanding - basic                   86,430,933       86,839,528        86,393,940       86,794,308
     Dilutive effect of stock options                         193,371                -            50,147                -
     Dilutive effect of debentures *                                -                -                 -                -
                                                           ----------       ----------        ----------       ----------
     Average shares outstanding assuming dilution          86,624,304       86,839,528        86,444,087       86,794,308
                                                           ==========       ==========        ==========       ==========
</TABLE>

         *The company has reserved 1,886,121 shares of common stock for issuance
          to the owners of its 7 1/2%  Convertible  Subordinated  Debentures due
          2014 (Debentures). The Debentures were not included in the computation
          of  diluted  shares  since  they have an  antidilutive  effect for all
          periods presented.

G.   CONTINGENCIES

     WEST CHICAGO -

     In 1973, a wholly owned subsidiary, Kerr-McGee Chemical Corporation, closed
     the  facility at West  Chicago,  Illinois,  that  processed  thorium  ores.
     Kerr-McGee  Chemical  Corporation  now operates as Kerr-McGee  Chemical LLC
     (Chemical). Operations resulted in some low-level radioactive contamination
     at the site and, in 1979, Chemical filed a plan with the Nuclear Regulatory
     Commission  (NRC)  to  decommission  the  facility.   The  NRC  transferred
     jurisdiction  of this site to the State of  Illinois  (the  State) in 1990.
     Following is the current status of various matters associated with the West
     Chicago site.

     Closed  Facility - In 1994,  Chemical,  the City of West Chicago (the City)
     and the State reached agreement on the initial phase of the decommissioning
     plan for the closed West  Chicago  facility,  and Chemical  began  shipping
     material from the site to a licensed permanent disposal facility.

     In February  1997,  Chemical  executed an agreement with the City as to the
     terms and  conditions  for  completing  the final phase of  decommissioning
     work.  The State has  indicated  approval of this  agreement and has issued
     license amendments  authorizing much of the work.  Chemical expects most of
     the work to be completed within five years.

     In 1992, the State enacted legislation imposing an annual storage fee equal
     to $2 per cubic foot of byproduct  material located at the closed facility.
     The  storage fee cannot  exceed $26  million per year,  and any storage fee
     payments  must be  reimbursed  to  Chemical  as  decommissioning  costs are
     incurred.  Chemical  has been fully  reimbursed  for all storage  fees paid
     pursuant to this legislation.  In June 1997, the legislation was amended to
     provide  that  future  storage  fee  obligations  are to be offset  against
     decommissioning costs incurred but not yet reimbursed.

     Offsite Areas - The U.S.  Environmental  Protection Agency (EPA) has listed
     four areas in the  vicinity of the West  Chicago  facility on the  National
     Priority List that the EPA promulgates under authority of the Comprehensive
     Environmental  Response,  Compensation,  and Liability Act of 1980 (CERCLA)
     and has  designated  Chemical as a potentially  responsible  party in these
     four areas.  Two of the four areas are presently being studied to determine
     the extent of  contamination  and the nature of any  remedy.  These two are
     known as the Sewage  Treatment  Plant and Kress Creek.  The EPA  previously
     issued unilateral  administrative  orders for the other two areas (known as
     the residential  areas and  Reed-Keppler  Park),  which require Chemical to
     conduct removal actions to excavate  contaminated  soils and ship the soils
     elsewhere  for  disposal.  Without  waiving any of its rights or  defenses,
     Chemical  has begun  the  cleanup  of the two  areas  for which  unilateral
     administrative orders have been issued.

     Judicial  Proceedings  - In December  1996, a lawsuit was filed against the
     company and Chemical in Illinois state court on behalf of a purported class
     of present and former West Chicago residents. The lawsuit seeks damages for
     alleged  diminution in property values and the  establishment  of a medical
     monitoring  fund to benefit  those  allegedly  exposed  to  thorium  wastes
     originating from the former facility. The case was removed to federal court
     and is being vigorously defended.

     Government  Reimbursement - Pursuant to Title X of the Energy Policy Act of
     1992 (Title X), the U. S.  Department  of Energy is  obligated to reimburse
     Chemical for certain  decommissioning  and cleanup costs in  recognition of
     the fact that much of the  facility's  production  was  dedicated to United
     States  government  contracts.  Title X was amended in 1998 to increase the
     amount  authorized  to $140 million  plus  inflation  adjustments.  Through
     October 31, 1999,  Chemical has been reimbursed  approximately  $69 million
     under  Title  X.  These   reimbursements   are  provided  by  congressional
     appropriations.

     OTHER MATTERS

     The company's current and former operations involve management of regulated
     materials and are subject to various  environmental  laws and  regulations.
     These laws and  regulations  will  obligate the company to clean up various
     sites at which petroleum,  chemicals,  low-level radioactive  substances or
     other regulated materials have been disposed of or released.  Some of these
     sites have been  designated  Superfund sites by the EPA pursuant to CERCLA.
     The company is also a party to legal  proceedings  involving  environmental
     matters  pending in various courts and agencies.  In addition,  the company
     and/or  its  subsidiaries  are  also  parties  to a number  of other  legal
     proceedings  pending in various  courts or  agencies  in which the  company
     and/or its subsidiaries appear as plaintiff or defendant.

     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  and legal  matters  because of the
     difficulty of predicting cleanup requirements and estimating cleanup costs,
     the  uncertainty in quantifying  liability  under  environmental  laws that
     impose joint and several liability on all potentially  responsible parties,
     the continually changing nature of environmental laws and regulations,  and
     the uncertainty inherent in legal matters.

     As of September 30, 1999, the company has recorded  reserves  totaling $201
     million for cleaning up and remediating environmental sites, reflecting the
     reasonably  estimable costs for addressing these sites.  This includes $139
     million for the former West Chicago  facility,  the  residential  areas and
     Reed-Keppler  Park.  Management  believes,  after consultation with general
     counsel,   that   currently  the  company  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.  Historical  expenditures  at all  sites  from
     inception through September 30, 1999 total $628 million.


Item 2.  Management's  Discussion  and  Analysis  of  Results of  Operations and
         Financial Condition.

Comparison of 1999 Results with 1998 Results

CONSOLIDATED OPERATIONS

Third-quarter  1999 net income  totaled  $97.7  million,  compared  with  $150.4
million for the same 1998 period. Income from continuing operations for the 1999
third quarter  totaled $97.7 million,  compared with a 1998  third-quarter  loss
from  continuing  operations  of $67.5  million.  Net  income for the first nine
months of 1999 totaled $32.4 million, compared with net income of $257.1 million
for the same  1998  period.  For the first  nine  months  of 1999,  income  from
continuing  operations  totaled  $36.5  million,   compared  with  a  loss  from
continuing operations of $20.3 million a year earlier.

Operating  profit for the 1999 third quarter was $239.1  million,  compared with
$11.1  million  in the same 1998  quarter.  Operating  profit for the first nine
months of 1999 was $422.9  million,  compared  with $139.4  million for the same
1998 period. The improved results for both 1999 periods reflect higher crude oil
and natural gas sales prices, higher crude oil sales volumes,  lower exploration
expense  and the  1998  restructuring  reserve.  Partially  offsetting  for both
periods were higher  depreciation and depletion  expense and higher  exploration
and production operating expense.

Other expense for the third quarter of 1999 totaled $77.6 million, compared with
$86.4  million for the 1998  quarter.  The decrease was due  primarily to a 1998
write-down  taken by the  company's  then-equity  affiliate  and a lower foreign
currency  transaction loss,  partially offset by higher net interest expense and
higher  litigation and employee benefits  accruals.  Other expense for the first
nine months of 1999 was $334.9  million,  compared  with $149.6  million for the
1998  period.  This  increase  was due  primarily  to merger  costs,  higher net
interest expense,  lower insurance claims  settlements and higher litigation and
employee  benefits  accruals,  partially  offset  by a  1998  write-down  by the
company's  then-equity affiliate and foreign currency transaction gains compared
with 1998 losses.

The income tax provision was $63.8 million for the 1999 third quarter,  compared
with a tax benefit of $7.8 million for the 1998 period. The benefit for the 1998
third  quarter  included  $6.5 million  relating to the enactment of a lower tax
rate  in  the  United  Kingdom  and an  $11.1  million  benefit  from  the  1998
restructuring  reserve. The increase in the 1999 third quarter was primarily due
to higher  pretax  income.  The income tax  provision  was $51.5 million for the
first nine months of 1999,  compared with $10.1 million for the 1998 period. The
provision for the first nine months of 1999 included a $44.6 million tax benefit
related to the $155.1  million in merger  costs.  The provision for income taxes
for the nine months ended  September  30,  1998,  included tax benefits of $11.1
million  resulting  from  an income  tax settlement, $11.1 million from the 1998
restructuring reserve and $6.5 million from the United Kingdom tax rate  change.
The increase in 1999 was due to higher pretax income,  partially offset by lower
effective tax rates.

SEGMENT OPERATIONS

Following is a summary of sales and  operating  profit and a discussion of major
factors  influencing the results of each of the company's  business segments for
the third quarter and first nine months of 1999,  compared with the same periods
last year.
<TABLE>
<CAPTION>

                                                        Three Months Ended                 Nine Months Ended
                                                           September 30,                     September 30,
(Millions of dollars)                                   1999             1998              1999             1998
                                                      -----------------------          -------------------------

<S>                                                   <C>              <C>             <C>              <C>
Sales
     Exploration and production                       $510.2           $305.7          $1,215.8         $  969.3
     Chemicals                                         242.3            250.3             679.6            694.3
                                                      ------           ------          --------         --------
                                                       752.5            556.0           1,895.4          1,663.6
     All other                                             -                -                .2               .2
                                                      ------           ------          --------         --------
         Total Sales                                  $752.5           $556.0          $1,895.6         $1,663.8
                                                      ======           ======          ========         ========

Operating Profit (Loss)
     Exploration and production                        209.5            (18.0)         $  331.3             53.6
     Chemicals                                          29.6             29.1              91.6             85.8
                                                      ------           ------          --------         --------
         Total Operating Profit                        239.1             11.1             422.9            139.4

Other Expense                                          (77.6)           (86.4)           (334.9)          (149.6)
                                                      ------           ------          --------         --------

Income (Loss) from Continuing Operations
     before Income Taxes                               161.5            (75.3)             88.0            (10.2)

Provision (Benefit) for Income Taxes                    63.8             (7.8)             51.5             10.1
                                                      ------           ------          --------         --------
Income (Loss) from Continuing Operations                97.7            (67.5)             36.5            (20.3)

Discontinued Operations, Net of Income Taxes               -            217.9                 -            277.4

Cumulative Effect of a Change in Accounting
     Principle, Net of Income Taxes                        -                -              (4.1)               -
                                                      ------           ------          --------         --------

Net Income                                            $ 97.7           $150.4          $   32.4         $  257.1
                                                      ======           ======          ========         ========

</TABLE>

Exploration and Production -

Third  quarter  1999  operating  profit was  $209.5  million,  compared  with an
operating  loss of $18 million for the same 1998 quarter.  Operating  profit for
the first nine  months of 1999 and 1998 was $331.3  million  and $53.6  million,
respectively.  Operating profit in both 1999 periods was higher due primarily to
higher crude oil and natural gas sales prices,  higher crude oil sales  volumes,
lower exploration expense and the 1998 restructuring  reserve,  partially offset
by higher depreciation and depletion expense and higher operating expense.

Revenues  were $510.2  million and $305.7  million  for the three  months  ended
September  30,  1999 and 1998,  respectively,  and  $1,215.8  million and $969.3
million for the first nine months of 1999 and 1998, respectively.  The following
table shows the  company's  average  crude oil and natural gas sales  prices and
volumes for both the third quarter and first nine months of 1999 and 1998.

<TABLE>
<CAPTION>


                                            Three Months Ended           %               Nine Months Ended           %
                                               September 30,         Increase              September 30,         Increase
                                             1999         1998      (Decrease)           1999         1998      (Decrease)
                                           -----------------------------------        ------------------------------------

<S>                                        <C>          <C>             <C>            <C>          <C>             <C>
Crude oil sales
    (thousands of bbls/day)
        Domestic
           Offshore                          63.4         37.9           67              58.4         42.1           39
           Onshore                           18.5         22.8          (19)             18.6         24.5          (24)
        North Sea                           108.1         91.1           19             107.4         85.4           26
        Other International                  15.2         20.7          (27)             15.6         19.3          (19)
                                            -----        -----                          -----        -----
           Total                            205.2        172.5           19             200.0        171.3           17
                                            =====        =====                          =====        =====

Average crude oil sales price
    (per barrel)
        Domestic
           Offshore                        $18.21       $11.19           63            $14.31       $12.33           16
           Onshore                          20.25        12.20           66             15.80        13.11           21
        North Sea                           20.51        12.28           67             15.92        12.89           24
        Other International                 16.03         9.27           73             12.55        10.24           23
               Average                     $19.57       $12.16           61            $15.28       $12.91           18

Natural gas sold (MMCF/day)
        Domestic
           Offshore                           345          314           10               356          324           10
           Onshore                            171          220          (22)              167          221          (24)
        North Sea                              50           40           25                50           45           11
                                            -----        -----                          -----        -----
           Total                              566          574           (1)              573          590           (3)
                                            =====        =====                          =====        =====

Average natural gas sales price
    (per MCF)
        Domestic
           Offshore                         $2.63        $1.96           34             $2.16        $2.09            3
           Onshore                           2.69         1.89           42              2.17         2.03            7
        North Sea                            1.70         2.18          (22)             2.18         2.44          (11)
               Average                      $2.64        $2.01           31             $2.28        $2.13            7

</TABLE>

Chemicals -

Third-quarter  1999  operating  profit was $29.6  million on  revenues of $242.3
million,  compared with operating  profit of $29.1 million on revenues of $250.3
million  for the same 1998  period.  For the first nine months of 1999 and 1998,
operating profit was $91.6 million and $85.8 million,  respectively, on revenues
of $679.6 million and $694.3 million, respectively.

Revenues for the 1999 third quarter declined  primarily due to lower pigment and
electrolytic  products  sales prices and lower forest  products  sales  volumes,
partially  offset by higher pigment sales  volumes.  Revenues for the first nine
months of 1999  decreased due to lower  European  pigment  sales  prices,  lower
forest products sales volumes and lower  electrolytic  products sales prices and
volumes,  partially  offset by higher domestic  pigment sales prices.  Operating
profit for both 1999 periods increased  primarily due to lower operating expense
for the domestic pigment operations partially offset by lower revenues.

Financial Condition

At September 30, 1999,  the company's  net working  capital  position was $269.9
million,  compared  with a negative  $173.3  million at December 31,  1998.  The
current  ratio was 1.3 to 1 at  September  30,  1999,  compared  with .8 to 1 at
December  31, 1998.  The  company's  percentage  of net debt (debt less cash) to
capitalization was 62% at September 30, 1999,  compared with 61% at December 31,
1998.

On November 1, 1999,  the company  issued $150 million  variable  interest  rate
notes due November 1, 2001. The interest rate will adjust quarterly based on the
three-month  LIBOR plus 0.50%. The proceeds received by the company will be used
for general corporate purposes,  including  repayment of outstanding  commercial
paper.

The  company  had unused  lines of credit and  revolving  credit  facilities  of
$1,505.9  million at September 30, 1999.  Of this amount,  $835 million and $150
million can be used to support  commercial paper borrowings of Kerr-McGee Credit
LLC and Kerr-McGee Oil (U.K.)
PLC, respectively.

Cash  capital  expenditures  for the first nine  months of 1999  totaled  $387.6
million, compared with $870.6 million for the same period last year. Exploration
and  production  expenditures,  principally in the Gulf of Mexico and U.K. North
Sea, were 83% of the 1999 total. Chemical and other expenditures were 17% of the
1999 amount.  Management  anticipates  that the cash  requirements  for the next
several years can be provided through  internally  generated funds and selective
borrowings.

Year 2000 Readiness Disclosure

In 1996, the company  established a formal Year 2000 Program (Program) to assess
and  correct   Year  2000   problems   in  both   information   technology   and
non-information  technology  systems.  The Program is  organized  into two major
areas:  Business  Systems and Facilities  Integrity.  Business  Systems  include
replacement  and upgrade of computer  hardware  and  software,  including  major
business  applications such as purchasing,  inventory,  engineering,  financial,
human resources, etc. Facilities Integrity encompasses telecommunications, plant
process  controls,  instrumentation  and  embedded  chip  systems  as well as an
assessment of third-party Year 2000 readiness.  The Program is generally divided
into the following phases:

o        Identification,  evaluation  and prioritization of systems that need to
         be modified or replaced.
o        Remediation work to modify existing systems or install new systems.
o        Testing and validation of the systems and applications.
o        Contingency planning.

An integral  part of the Program is  communication  with third parties to assess
the extent and status of their Year 2000  efforts.  Formal  communications  have
been ongoing with  critical  suppliers to  determine  whether  their  operations
and/or the  products  and  services  provided to the  company  will be Year 2000
ready.  In  addition,  the company has  contacted  key  customers  and  partners
requesting  information  regarding  their  Year  2000  readiness.   The  company
continues to evaluate responses and make additional inquiries as needed.

The company has  developed  contingency  plans to address  potential  failure of
critical systems and/or critical  suppliers.  These plans may include items such
as activating manual systems, placing operations on standby and other procedures
to accommodate  significant disruptions that could be caused by system failures.
When appropriate,  alternative  providers are being identified in the event that
certain critical  suppliers are unable to provide an acceptable level of service
to the company.  Contingency  plans that address  business  critical  areas were
completed in the third quarter of 1999.

As of September 30, 1999,  100% of the pre-merger  work on the Business  Systems
projects had been completed.  Most of these projects were system replacements to
improve business  functionality  and were not undertaken  solely because of Year
2000 issues.  As a result of the merger with Oryx,  Year 2000  Programs for both
companies  were combined.  Most of the Oryx business  systems have been replaced
with Year 2000 compliant  systems already in place at Kerr-McGee.  The remaining
business  systems  are being  tested for Year 2000  readiness  and  modified  as
required.  All critical Business System projects for the merged company had been
completed  by  September  30,  1999.  There are,  however,  still some Year 2000
related Business System projects  ongoing with final completion  expected before
year end 1999.

As of September 30, 1999, all critical  activities  associated  with  Facilities
Integrity had been completed, including additional activities resulting from the
merger. However, some ongoing work in areas of contingency planning, third-party
communications,   auditing  and  year-end  communication  response  planning  is
expected to continue through the end of 1999. Total Program expenditures for the
merged  company's  Year 2000  activities  are  approximately  $50  million  from
inception through September 30, 1999. Expenditures for the third quarter of 1999
were approximately  $1.5 million.  The total cost to achieve Year 2000 readiness
is estimated to be $51 million for the entire 3 1/2 year  Program,  which is not
material to the company's consolidated results of operations, financial position
or cash flows.  Program  expenditures are provided through internally  generated
funds.

The failure to correct a material  Year 2000 problem  could result in disruption
to some aspects of the company's normal business activities or operations.  Such
failures  could  have a  material  adverse  effect on the  company's  results of
operations and cash flows in a particular  quarter or annual period.  Management
believes  that  the  Program  is  comprehensive  and  reduces  Year  2000  risks
associated  with  internal  systems  to  a  manageable   level.   Regardless  of
management's  efforts to assess and verify readiness,  there can be no assurance
that all  entities  with  which  the  company  does  business  will be Year 2000
compliant.  Contingency  plans are being  developed to address  these  concerns.
However,  failure by a third  party to  remediate  Year 2000  issues in a timely
manner  could  have a  material  adverse  effect  on the  company's  results  of
operations and cash flows in a particular quarter or annual period. Failure of a
critical  operating  or  safety  system,  or the  failure  of a key  third-party
supplier,  partner or customer,  are believed to be the most  reasonably  likely
worst-case scenarios that could impact the company.

                           Forward-Looking Information

Statements  in this  report  as to the  company's  or  management's  intentions,
beliefs or expectations for the future are "forward-looking  statements"  within
the meaning of the Securities  Litigation  Reform Act.  Statements that describe
the  company's  Year 2000  readiness  also  contain a number of  forward-looking
statements.  Such  statements may be affected by various factors and are subject
to numerous  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 price 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,  including Forms
10-K, 10-Q and 8-K/A.

                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings.

           None

Item 6.    Exhibits and Reports on Form 8-K.

      (a)  Exhibits -

      Exhibit No.

        4.6       The company  agrees to furnish  the  Securities  and  Exchange
                  Commission,  upon request,  a copy of the Offering  Memorandum
                  dated  November 1, 1999,  relating to the  company's  variable
                  interest rate notes due November 1, 2001.

       27.0       Financial Data Schedule

      (b)  Reports on Form 8-K

           Current  Report on Form 8-K/A dated February 26, 1999, and filed July
           16,  1999,  for  purposes of  reporting,  under Item 5 and 7, certain
           information  pertaining  to the merger  between  the company and Oryx
           Energy Company, supplemental financial statements for the three years
           ended December 31, 1998, and exhibits.

           Current  Report on Form 8-K/A dated February 26, 1999, and filed July
           26,  1999,  for  purposes of  reporting,  under Item 5 and 7, certain
           information  pertaining  to the merger  between  the company and Oryx
           Energy Company, supplemental financial statements for the three years
           ended December 31, 1998, and exhibits.

           Current  Report on Form 8-K dated July 27,  1999,  and filed July 28,
           1999,  for  purposes  of  reporting,  under  Items  5 and 7,  certain
           information  pertaining to the company's  offering of five-year notes
           in the form of Debt Exchangeable for Common Stock (DECS).

                                    SIGNATURE

Pursuant  to the  requirements  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


Date    November 12, 1999              By:   (Deborah A. Kitchens)
        -----------------              -------------------------------------
                                              Deborah A. Kitchens
                                              Vice President and Controller
                                              and Chief Accounting Officer