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 June 30, 2001

                                       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 73102
              (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 June 30,
2001: 95,116,303






                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
<TABLE>

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

                                                                      Three Months Ended                Six Months Ended
                                                                           June 30,                         June 30,
 (Millions of dollars, except per-share amounts)                      2001             2000            2001             2000
                                                                     ------         --------        --------         --------

<S>                                                                  <C>            <C>             <C>              <C>
 Sales                                                               $939.5         $1,010.9        $1,997.0         $1,897.4
                                                                     ------         --------        --------         --------

 Costs and Expenses
   Costs and operating expenses                                       297.6            339.6           604.8            606.0
   Selling, general and administrative expenses                        59.1             59.4           110.6            107.5
   Shipping and handling expenses                                      27.0             24.0            56.5             45.4
   Depreciation and depletion                                         163.6            168.1           340.9            338.7
   Exploration, including dry holes and
     amortization of undeveloped leases                                43.4             44.9            93.6             88.9
   Taxes, other than income taxes                                      30.1             28.2            63.1             58.4
   Provision for environmental remediation and restoration
     of inactive sites, net of reimbursements                             -             88.0             3.7             90.0
   Purchased in-process research and development                          -             32.5               -             32.5
   Interest and debt expense                                           36.0             56.1            80.4            113.3
                                                                     ------         --------        --------         --------
         Total Costs and Expenses                                     656.8            840.8         1,353.6          1,480.7
                                                                     ------         --------        --------         --------

                                                                      282.7            170.1           643.4            416.7
 Other Income (Loss)                                                   (3.5)            13.5           200.6             42.1
                                                                     ------         --------        --------         --------
 Income before Income Taxes                                           279.2            183.6           844.0            458.8
 Taxes on Income                                                     (104.2)           (73.7)         (314.0)          (163.7)
                                                                     ------         --------        --------         --------

 Income before Change in Accounting Principle                         175.0            109.9           530.0            295.1
 Cumulative Effect of Change in Accounting Principle
  (net of benefit for income taxes of $10.8)                              -                -           (20.3)               -
                                                                     ------         --------        --------         --------

 Net Income                                                          $175.0         $  109.9         $ 509.7         $  295.1
                                                                     ======         ========        ========         ========

 Net Income per Common Share
   Basic -
     Income before cumulative effect of change
       in accounting principle                                       $ 1.84         $   1.17         $  5.58         $  3.19
     Cumulative effect of change in accounting
       principle                                                          -                -            (.21)              -
                                                                     ------         --------         -------         -------

         Total                                                       $ 1.84         $   1.17         $  5.37         $  3.19
                                                                     ======         ========         =======         =======

   Diluted -
     Income before cumulative effect of change
       in accounting principle                                       $ 1.71         $   1.11         $  5.11         $  3.02
     Cumulative effect of change in accounting
       principle                                                          -                -            (.19)              -
                                                                     ------         --------         -------         -------

         Total                                                       $ 1.71         $   1.11         $  4.92         $  3.02
                                                                     ======         ========         =======         =======

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


<TABLE>

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

                                                                     June 30,       December 31,
(Millions of dollars)                                                    2001               2000
                                                                   ------------    -------------

<S>                                                                 <C>                <C>
ASSETS
------
Current Assets
     Cash                                                           $   196.7          $   144.0
     Notes and accounts receivable                                      613.0              666.8
     Inventories                                                        433.8              390.9
     Deposits and prepaid expenses                                      114.8              113.1
                                                                    ---------          ---------
               Total Current Assets                                   1,358.3            1,314.8
                                                                    ---------          ---------

Property, Plant and Equipment                                        13,552.5           12,770.4
     Less reserves for depreciation,
     depletion and amortization                                       7,709.6            7,387.0
                                                                    ---------          ---------
                                                                      5,842.9            5,383.4
                                                                    ---------          ---------

Investments and Other Assets                                            940.0              967.8
                                                                    ---------          ---------

                                                                    $ 8,141.2           $7,666.0
                                                                    =========          =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
     Short-term borrowings                                          $     7.2           $    5.8
     Accounts payable                                                   803.4              637.7
     Long-term debt due within one year                                 197.9              175.2
     Other current liabilities                                          485.8              530.3
                                                                    ---------          ---------
               Total Current Liabilities                              1,494.3            1,349.0
                                                                    ---------          ---------

Long-Term Debt                                                        2,194.5            2,243.7
                                                                    ---------          ---------

Deferred Credits and Reserves                                         1,535.3            1,440.4
                                                                    ---------          ---------

Stockholders' Equity
     Common stock, par value $1 - 300,000,000
          Shares authorized, 101,948,393 shares issued at
          6-30-01 and 101,417,309 shares issued at 12-31-00             101.9              101.4
     Capital in excess of par value                                   1,681.5            1,655.4
     Preferred stock purchase rights                                       .9                 .9
     Restricted stock                                                    11.5                5.0
     Retained earnings                                                1,659.3            1,233.0
     Accumulated other comprehensive income (loss)                      (68.6)             113.1
     Common shares in treasury, at cost - 6,832,090
          Shares at 6-30-01 and 6,932,790 at 12-31-00                  (377.9)            (383.4)
     Deferred compensation                                              (91.5)             (92.5)
                                                                    ---------          ---------
               Total Stockholders' Equity                             2,917.1            2,632.9
                                                                    ---------          ---------

                                                                    $ 8,141.2          $ 7,666.0
                                                                    =========          =========

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>

                                                                                      Six Months Ended
                                                                                          June 30,
(Millions of dollars)                                                              2001               2000
                                                                                -------           --------

Operating Activities
--------------------
<S>                                                                             <C>               <C>
Net income                                                                      $ 509.7           $  295.1
Adjustments to reconcile net income to net cash
  provided by operating activities -
    Depreciation, depletion and amortization                                      366.5              364.7
    Dry hole costs                                                                 30.7               36.2
    Deferred income taxes                                                          56.2              (44.8)
    Provision for environmental remediation and
      restoration of inactive sites, net of reimbursement                           3.7               90.0
    Purchased in-process research and development                                     -               32.5
    Loss on sale and retirement of assets                                           1.1                 .9
    Noncash items affecting net income                                           (146.3)              25.8
    Other net cash provided by (used in) operating activities                      37.8             (147.8)
                                                                                -------           --------
        Net Cash Provided by Operating Activities                                 859.4              652.6
                                                                                -------           --------

Investing Activities
--------------------
Capital expenditures                                                             (855.3)            (199.0)
Dry hole expense                                                                  (30.7)             (36.2)
Acquisitions                                                                      (23.8)            (999.4)
Other investing activities                                                        (25.9)               4.4
                                                                                -------          ---------
        Net Cash Used in Investing Activities                                    (935.7)          (1,230.2)
                                                                                -------          ---------

Financing Activities
--------------------
Issuance of long-term debt                                                        419.8              924.2
Repayment of long-term debt                                                      (240.2)            (788.6)
Increase (decrease) in short-term borrowings                                        1.4               (4.1)
Issuance of common stock                                                           31.7              370.2
Dividends paid                                                                    (85.1)             (81.3)
                                                                                -------          ---------
        Net Cash Provided by Financing Activities                                 127.6              420.4
                                                                                -------          ---------

Effects of Exchange Rate Changes on Cash and Cash Equivalents                       1.4                5.2
                                                                                -------          ---------

Net Increase (Decrease) in Cash and Cash Equivalents                               52.7             (152.0)

Cash and Cash Equivalents at Beginning of Period                                  144.0              266.6
                                                                                -------          ---------

Cash and Cash Equivalents at End of Period                                      $ 196.7          $   114.6
                                                                                =======          =========

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





                 KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001


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.  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.

B.      In  June  1998,  the   Financial  Accounting   Standards   Board  issued
        Statement No. 133,  "Accounting  for Derivative  Instruments and Hedging
        Activities" (FAS 133). The statement as amended  requires  recording all
        derivative instruments as assets or liabilities, measured at fair value.
        Kerr-McGee  adopted this  standard on January 1, 2001,  by recording the
        fair  value of all the  foreign  currency  forward  purchase  and  sales
        contracts, and by separating and recording the fair value of the options
        associated  with the  company's  debt  exchangeable  for  stock of Devon
        Energy Corporation  (Devon) presently owned by the company.  In adopting
        the standard,  the company recognized an expense of $20.3 million in the
        2001 first  quarter as a  cumulative  effect of the  accounting  change.
        Also, in accordance with FAS 133, the company chose to reclassify 85% of
        the  Devon  shares  owned to  "trading"  from the  "available  for sale"
        category of  investments.  On January 1, 2001,  the  company  recognized
        after-tax income totaling $117.9 million for the unrealized appreciation
        on the Devon shares  reclassified  to trading.  The portion of the stock
        investment  now  classified  as  "trading" is  marked-to-market  through
        income each month.

        From time to time, the company enters into forward  contracts to buy and
        sell  foreign  currencies.  Certain  of these  contracts  (purchases  of
        Australian  dollars and British pound sterling) have been designated and
        have qualified as cash flow hedges of the company's  anticipated  future
        cash flow needs for a portion of its capital  expenditures and operating
        costs.  These forward  contracts  generally  have durations of less than
        three years. The resulting  changes in fair value of these contracts are
        recorded  in  accumulated  other  comprehensive  income.  The amounts in
        accumulated other comprehensive  income,  $24.6 million loss at June 30,
        2001,  will be  recognized  in earnings in the periods  during which the
        hedged  forecasted  transactions  affect earnings (i.e., when the hedged
        transaction  is paid in the case of a hedge of operating  costs and when
        the  hedged  assets  are  depreciated  in the case of a hedge of capital
        expenditures).  In the second  quarter and the first six months of 2001,
        the company reclassified $2.4 million and $4.5 million, respectively, of
        losses on forward contracts from accumulated other comprehensive  income
        to  operating  expenses in the income  statement.  Of the  existing  net
        losses at June 30, 2001, approximately $8.8 million will be reclassified
        into earnings during the next 12 months,  assuming no further changes in
        fair value of the  contracts.  No hedges  were  discontinued  during the
        second  quarter or the first six months of 2001, and no  ineffectiveness
        was recognized.

        The company has entered  into other  forward  contracts  to sell foreign
        currencies  which  will  be  collected  as a  result  of  pigment  sales
        denominated in foreign currencies,  primarily European currencies. These
        contracts have not been designated as hedges even though they do protect
        the company from changes in foreign currency rate changes. Almost all of
        the  pigment  receivables  have  been  sold in an  asset  securitization
        program  at  their   equivalent  U.S.  dollar  value  at  the  date  the
        receivables were sold. However,  the company retains the risk of foreign
        currency  rate changes  between the date of sale and  collection  of the
        receivables.

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


                                                      Six Months Ended
                                                          June 30,
        (Millions of dollars)                       2001             2000
                                                  ------           ------

        Income tax payments                       $297.0           $126.3
        Less refunds received                      (18.8)           (24.2)
                                                  ------           ------
        Net income tax payments                   $278.2           $102.1
                                                  ======           ======

        Interest payments                         $ 87.4           $ 98.8
                                                  ======           ======



D.      During  the  second  quarter of 2001 and 2000,  comprehensive income was
        $166.7  million  and $122.3  million,  respectively.  For the six months
        ended June 30, 2001 and 2000,  comprehensive  income was $445.9  million
        and $354.9 million, respectively.

        The company has certain  investments that are considered to be available
        for sale.  These financial  instruments are carried in the  Consolidated
        Balance Sheet at fair value, which is based on quoted market prices. The
        company  had no  securities  classified  as held to maturity at June 30,
        2001,  or December  31, 2000.  At June 30, 2001,  and December 31, 2000,
        available-for-sale securities for which fair value can be determined are
        as follows:

<TABLE>
<CAPTION>

                                                        June 30, 2001                         December 31, 2000
                                               -------------------------------         -------------------------------
                                                                       Gross                                   Gross
                                                                    Unrealized                              Unrealized
                                                Fair                  Holding          Fair                   Holding
       (Millions of dollars)                   Value      Cost         Gain            Value      Cost    Gain (Loss)
                                               -----      ----      ----------        ------     ------   ------------

        <S>                                    <C>       <C>           <C>            <C>        <C>           <C>
        Equity Securities                      $79.7     $31.9         $47.8          $606.9     $208.8        $398.1
        Exchangeable debt (1)                                                          514.3      330.3        (184.0)
        U.S. government obligations -
          Maturing within one year               2.3       2.3             -             1.9        1.9             -
          Maturing between one year
           and four years                        3.7       3.7             -             4.3        4.3             -
                                                                       -----                                   ------
               Total                                                   $47.8                                   $214.1
                                                                       =====                                   ======
</TABLE>


        (1) With the adoption of FAS 133, the exchangeable debt and its embedded
            option features were separated.  The debt  is  now  recorded  in the
            Consolidated Balance Sheet  at face value less unamortized discount,
            and  the options  associated with  the exchangeable  features of the
            debt have been recorded separately as derivatives at fair value (see
            Note B).

E.      Investments  in  equity  affiliates  totaled $53.3 million  at  June 30,
        2001,  and $40.5 million at December 31, 2000.  Equity income related to
        the  investments is included in Other Income (Loss) in the  Consolidated
        Statement  of Income and was a loss of $2.6 million for the three months
        ended June 30, 2001,  compared  with income of $7.9 million for the same
        2000  period.  For the six months of 2001,  the equity  loss  totaled $1
        million, compared with income of $13.5 million for the same 2000 period.

F.      The  following  tables  set forth  the  computation of basic and diluted
        earnings per share (EPS) for the three-month and six-month periods ended
        June 30, 2001 and 2000.
<TABLE>
<CAPTION>

                                                                  For the Three Months Ended June 30,
                                               ----------------------------------------------------------------------------
                                                             2001                                       2000
                                               ---------------------------------          ---------------------------------
        (In millions, except                                           Per-Share                                  Per-Share
        per-share amounts)                     Income       Shares       Income           Income      Shares        Income
                                               ------       ------     ---------          ------      ------      ---------

        <S>                                    <C>           <C>         <C>              <C>          <C>          <C>
        Basic EPS                              $175.0        95.0        $1.84            $109.9       94.2         $1.17
                                                                         =====                                      =====

        Effect of Dilutive Securities:
        5 1/4% convertible debentures             5.3         9.8                            5.3        9.8
        7 1/2% convertible debentures             2.2         1.6                            2.3        1.7
        Stock options                               -          .4                              -         .2
                                               -------      -----                         ------      -----
        Diluted EPS                            $182.5       106.8        $1.71            $117.5      105.9         $1.11
                                               =======      =====        =====            ======      =====         =====
</TABLE>

<TABLE>
<CAPTION>

                                                                   For the Six Months Ended June 30,
                                               ----------------------------------------------------------------------------
                                                             2001                                       2000
                                               ---------------------------------          ---------------------------------
                                                                       Per-Share                                  Per-Share
                                               Income       Shares       Income           Income      Shares        Income
                                               ------       ------     ---------          ------      ------      ---------

        <S>                                    <C>           <C>         <C>              <C>           <C>         <C>
        Basic EPS                              $509.7        94.8        $5.37            $295.1        92.4        $3.19
                                                                         =====                                      =====

        Effect of Dilutive Securities:
        5 1/4% convertible debentures            10.7         9.8                            8.3         7.6
        7 1/2% convertible debentures             4.3         1.6                            4.6         1.7
        Stock options                               -          .4                              -          .2
                                               ------       -----                         ------       -----
        Diluted EPS                            $524.7       106.6        $4.92            $308.0       101.9        $3.02
                                               ======       =====        =====            ======       =====        =====
</TABLE>


G.      In  December  2000,   the   company   began   an   accounts   receivable
        monetization  for its  pigment  business  through  the sale of  selected
        accounts  receivable  with a  three-year, credit-insurance-backed  asset
        securitization program. The company retained servicing  responsibilities
        and subordinated  interests and will receive a servicing fee of 1.07% of
        the receivables sold for the period of time outstanding, generally 60 to
        120 days. No recourse  obligations  were recorded  since the company has
        very  limited   obligations  for  any  recourse   actions  on  the  sold
        receivables.  The  collection of the  receivables  is insured,  and only
        receivables  that qualify for credit insurance can be sold. A portion of
        the insurance is reinsured by the company's captive  insurance  company;
        however,  the company  believes that the risk of insurance  loss is very
        low since its bad debt experience has historically  been  insignificant.
        The company  received  preference  stock in the  special-purpose  entity
        equal  to  3.5%  of  the  receivables  sold.  The  preference  stock  is
        essentially a retained  deposit to provide further credit  enhancements,
        if needed,  but otherwise  recoverable  by the company at the end of the
        program.

        During the 2001 second  quarter,  the company  sold $155  million of its
        pigment  receivables,  resulting in pretax losses of $2 million. For the
        first  six  months  of  2001,   the  company  sold  $307.8   million  of
        receivables, resulting in pretax losses of $4.6 million. The losses were
        equal to the  difference in the book value of the  receivables  sold and
        the  total of cash and the fair  value of the  deposit  retained  by the
        special-purpose  entity.  At June 30, 2001, the  outstanding  balance on
        receivables   sold  totaled   $109.9   million.   No  credit  losses  or
        delinquencies occurred on the sold receivables during the second quarter
        or first six months of 2001.

H.      On May 14, 2001,  the company  announced  the  signing  of  a definitive
        agreement with HS Resources to acquire all of the outstanding  shares of
        HS  Resources.  The  agreement,  unanimously  approved  by the  board of
        directors of both  companies,  provides that  Kerr-McGee will pay either
        $66 per  share in cash up to a maximum  cash  total of $833  million  or
        .9404 shares of Kerr-McGee  common stock  (maximum of 5,090,230  shares)
        for each share of HS Resources  common  stock.  A special  meeting of HS
        Resources  stockholders  is to be held on August 1, 2001, to approve the
        merger.  Both  companies  expect to close the  purchase  promptly  after
        stockholder approval.

I.      CONTINGENCIES

        West Chicago, Illinois

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

        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 covering
        the  terms  and   conditions   for   completing   the  final   phase  of
        decommissioning  work. The State has indicated approval of the agreement
        and has issued license amendments authorizing much of the work. Chemical
        expects  most of the work to be  completed  within the next three years,
        leaving  principally only groundwater  remediation and/or monitoring for
        subsequent 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,  which  cannot  exceed $26  million per year.  Initially,  all
        storage fee  payments  were  reimbursed  to Chemical as  decommissioning
        costs were incurred.  Chemical was 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.

        Vicinity  Areas - The U.S.  Environmental  Protection  Agency  (EPA) has
        listed four areas in the vicinity of the closed West Chicago facility on
        the National  Priority List  promulgated  by EPA 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  presently  are being
        studied to determine the extent of  contamination  and the nature of any
        remedy.  These two areas are  known as the  Sewage  Treatment  Plant and
        Kress Creek.  The scope of the required  cleanup for these two areas has
        not been determined. 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 is  conducting
        the work required by the two orders. Chemical has completed the required
        excavation and restoration work at the park site, and will be monitoring
        the site pending final EPA approval.

        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 for reimbursement to $140 million
        plus  inflation  adjustments.  Through June 30, 2001,  Chemical has been
        reimbursed   approximately   $146   million   under   Title   X.   These
        reimbursements are provided by congressional appropriations.

        Other Matters

        The company and/or its subsidiaries are parties to a number of legal and
        administrative  proceedings involving environmental and/or other matters
        pending  in  various  courts  or  agencies.  These  include  proceedings
        associated with facilities  currently or previously  owned,  operated or
        used by the company,  its subsidiaries  and/or their  predecessors,  and
        include claims for personal injuries and property damages. The company's
        current and former  operations  also  involve  management  of  regulated
        materials and are subject to various environmental laws and regulations.
        These  laws  and  regulations  will  obligate  the  company  and/or  its
        subsidiaries  to clean up  various  sites at which  petroleum  and other
        hydrocarbons,  chemicals,  low-level radioactive substances and/or other
        materials  have been  disposed of or released.  Some of these sites have
        been designated Superfund sites by EPA pursuant to CERCLA.

        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  estimate  reliably  the amount and timing of all future
        expenditures  related  to  environmental  and  legal  matters  and other
        contingencies because:

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

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

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

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

        As of June 30, 2001, the company had reserves  totaling $186 million for
        cleaning  up  and  remediating   environmental  sites,   reflecting  the
        reasonably estimable costs for addressing these sites. This includes $91
        million  for the West  Chicago  sites.  Cumulative  expenditures  at all
        environmental   sites  through  June  30,  2001,   total  $837  million.
        Management  believes,  after  consultation  with general  counsel,  that
        currently  the  company  has  reserved  adequately  for  the  reasonably
        estimable costs of contingencies. However, additions to the reserves may
        be required as  additional  information  is  obtained  that  enables the
        company to better estimate its liabilities, including liability at sites
        now under review,  though the company  cannot now reliably  estimate the
        amount of future additions to the reserves.

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

Comparison of 2001 Results with 2000 Results

CONSOLIDATED OPERATIONS

Second-quarter  2001 net income  totaled  $175  million,  compared  with  $109.9
million  for the same 2000  period.  Net income for the first six months of 2001
totaled   $509.7   million,   compared  with  $295.1  million  a  year  earlier.
Second-quarter 2001 operating profit totaled $340.1 million,  compared with $334
million in the 2000  second  quarter.  This  increase  in  operating  profit was
primarily  due to  higher  natural  gas sales  prices,  lower  pigment  per-unit
production  costs,  the 2000 second  quarter  write-off of purchased  in-process
research and development  associated with the acquisition of the Savannah,  Ga.,
pigment plant, and lower exploration and production  operating costs. The higher
operating  profit for the 2001  second  quarter  was  partially  offset by lower
pigment sales prices and volumes,  lower crude oil sales prices and volumes, and
lower natural gas sales  volumes.  Operating  profit for the first six months of
2001 was $764.4  million,  compared with $662.4 million in the same 2000 period.
The  increase  in  operating  profit for the first six  months of 2001  reflects
higher natural gas sales prices,  lower pigment per-unit  production  costs, the
2000 write-off of purchased in-process research and development  associated with
an  acquisition,   higher  pigment  sales  volumes  and  lower  exploration  and
production operating costs. Partially offsetting the increase were lower pigment
sales prices,  lower crude oil sales volumes and prices, lower natural gas sales
volumes,  and a special charge for the termination of manganese metal production
at the company's Hamilton, Miss., electrolytic chemical facility.

Other  expense for the second  quarter of 2001 totaled $60.9  million,  compared
with $150.4 million for the 2000 quarter.  Other income for the first six months
of 2001 was $79.6  million,  compared with $203.6  million  expense for the same
2000 period.  The improved  results for both 2001 periods were  primarily due to
lower environmental provisions, lower net interest expense and costs incurred in
2000 for certain chemical facility  closings and product-line  discontinuations,
partially  offset by lower foreign currency  transaction  gains and lower equity
income.  Also  benefiting  other  income in the  first six  months of 2001 was a
pretax special gain of $181.4 million  associated with the  reclassification  of
85% of the  company's  investment  in  Devon  common  stock  to  "trading"  from
"available for sale" (see Note B).

The income  tax  provision  was  $104.2  million  for the 2001  second  quarter,
compared  with $73.7  million for the 2000 period.  The income tax provision for
the first six months of 2001 was $314 million,  compared with $163.7 million for
the 2000 period.  The provision for the first six months of 2001 included  $63.5
million of tax  expense  related  to the  reclassification  of the Devon  stock.
Excluding  this special gain tax, the increase  provisions for both 2001 periods
are due primarily to higher income.

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 second quarter and first six months of 2001,  compared with the same periods
last year.
<TABLE>
<CAPTION>

                                                           Three Months Ended                   Six Months Ended
                                                                June 30,                            June 30,
(Millions of dollars)                                       2001             2000                2001            2000
                                                          ------         --------            --------         --------

<S>                                                       <C>            <C>                 <C>              <C>
Sales
  Exploration and production                              $644.8         $  669.1            $1,407.0         $1,310.1
  Chemicals - Pigment                                      245.0            286.0               493.2            477.2
  Chemicals - Other                                         49.6             55.6                96.7            109.9
                                                          ------         --------            --------         --------
                                                           939.4          1,010.7             1,996.9          1,897.2
  All other                                                   .1               .2                  .1               .2
                                                          ------         --------            --------         --------
      Total Sales                                         $939.5         $1,010.9            $1,997.0         $1,897.4
                                                          ======         ========            ========         ========

Operating Profit
  Exploration and production                              $310.6         $  324.5            $  721.6         $  616.6
  Chemicals - Pigment                                       25.9              6.0                62.3             38.3
  Chemicals - Other                                          3.6              3.5               (19.5)             7.5
                                                          ------         --------            --------         --------
      Total Operating Profit                               340.1            334.0               764.4            662.4

Other Income (Expense)                                     (60.9)          (150.4)               79.6           (203.6)
                                                          ------         --------            --------         --------

Income before Income Taxes                                 279.2            183.6               844.0            458.8

Taxes on Income                                           (104.2)           (73.7)             (314.0)          (163.7)
                                                          ------         --------            --------         --------
Income before Change in
  Accounting Principle                                     175.0            109.9               530.0            295.1

Cumulative Effect of Change in Accounting
  Principle, Net of Income Taxes                               -                -               (20.3)               -
                                                          ------         --------            --------         --------

Net Income                                                $175.0         $  109.9            $  509.7         $  295.1
                                                          ======         ========            ========         ========
</TABLE>



Exploration and Production -

Operating  profit for the second  quarter of 2001 was $310.6  million,  compared
with $324.5 million for the same 2000 period. Operating profit for the first six
months of 2001 and 2000 was $721.6 million and $616.6 million, respectively. The
decrease in operating  profit for the 2001 second  quarter was  primarily due to
lower crude oil and natural gas sales  volumes and a decrease in crude oil sales
prices,  partially offset by higher natural gas sales prices and lower operating
expense.  The  higher  operating  profit  for the first  six  months of 2001 was
primarily due to higher  natural gas sales prices and lower  operating  expense,
partially  offset by lower  crude oil and  natural  gas sales  volumes and lower
crude oil sales prices.

Revenues were $644.8  million and $669.1 million for the three months ended June
30, 2001 and 2000,  respectively,  and $1,407.0 million and $1,310.1 million for
the first six months of 2001 and 2000,  respectively.  The following table shows
the  company's  average  crude oil and natural gas sales  prices and volumes for
both the second quarter and first six months of 2001 and 2000.
<TABLE>
<CAPTION>

                                                           Three Months Ended                Six Months Ended
                                                                June 30,                         June 30,
                                                          2001             2000           2001              2000
                                                         ------          -------        ------            ------

<S>                                                      <C>             <C>            <C>               <C>
Crude oil and condensate sales
(thousands of bbls/day)
  Domestic
    Offshore                                               55.6            57.4           56.0              57.5
    Onshore                                                18.5            16.6           19.1              17.1
  North Sea                                                99.3           117.8          104.4             120.9
  Other International                                      17.5            14.5           16.9              13.6
                                                         ------          ------         ------            ------
        Total                                             190.9           206.3          196.4             209.1
                                                         ======          ======         ======            ======

Average crude oil sales price (per barrel)
  Domestic
    Offshore                                             $22.85          $25.93         $23.94            $25.85
    Onshore                                               24.68           27.76          26.17             27.74
  North Sea                                               26.37           26.35          25.61             26.41
  Other International                                     23.36           26.14          23.28             25.25
        Average                                          $24.90          $26.33         $24.99            $26.29

Natural gas sold (MMCF/day)
  Domestic
    Offshore                                                297             296            289               295
    Onshore                                                 162             176            162               173
  North Sea                                                  64              71             66                70
                                                         ------          ------         ------            ------
        Total                                               523             543            517               538
                                                         ======          ======         ======            ======

Average natural gas sales price (per MCF)
  Domestic
    Offshore                                              $4.81           $3.61          $5.90             $3.12
    Onshore                                                4.42            3.71           5.77              3.28
  North Sea                                                2.11            1.90           2.68              2.00
        Average                                           $4.36           $3.42          $5.45             $3.02
</TABLE>


Chemicals - Pigment

Second-quarter  2001  operating  profit was $25.9  million on  revenues  of $245
million,  compared  with  operating  profit of $6  million on  revenues  of $286
million  for the same 2000  period.  For the first six  months of 2001 and 2000,
operating profit was $62.3 million and $38.3 million,  respectively, on revenues
of $493.2 million and $477.2 million,  respectively.  Operating  profit for both
2001 periods increased  primarily due to lower pigment per-unit production costs
and the 2000  second-quarter  write-off  of  purchased  in-process  research and
development and  transition-related  expenses associated with the acquisition of
two  pigment   plants,   partially   offset  by  lower   pigment  sales  prices.
Second-quarter  2001  operating  profit was  negatively  impacted by lower sales
volumes  compared with the 2000 second quarter.  Additionally,  operating profit
for the first six months of 2001 increased due to higher sales volumes resulting
from the company's plant acquisitions in Savannah, Ga., and Botlek, Netherlands,
in the 2000 second quarter.

Chemicals - Other

Operating  profit in the 2001  second  quarter  was $3.6  million on revenues of
$49.6  million,  compared with  operating  profit of $3.5 million on revenues of
$55.6  million for the 2000 period.  Operating  loss for the first six months of
2001 was $19.5 million on revenues of $96.7  million,  compared  with  operating
profit of $7.5 million on revenues of $109.9  million.  Impacting  the first six
months  of 2001  was a $24.9  million  special  charge  for the  termination  of
manganese  metal  production  at the  Hamilton,  Miss.,  electrolytic  facility.
Excluding this special charge, operating profit for the first six months of 2001
totaled  $5.4  million,  compared  with $7.5  million  in the same 2000  period.
Operating  profit for the first six  months of 2001  declined  primarily  due to
lower electrolytic and forest products sales volumes and higher electrolytic and
forest products  production  costs,  partially offset by higher sales prices for
both electrolytic and forest products.

Financial Condition

At June 30, 2001, the company's net working capital position was a negative $136
million,  compared  with a  positive  $158.1  million  at June 30,  2000,  and a
negative  $34.2  million at December 31, 2000.  The current ratio was .9 to 1 at
June 30, 2001, compared with 1.2 to 1 at June 30, 2000, and 1.0 to 1 at December
31, 2000. The negative  working capital at June 30, 2001, is not indicative of a
lack of liquidity as the company maintains  sufficient  current assets to settle
current liabilities when due.  Additionally,  the company has significant unused
lines of credit and revolving credit  facilities,  as discussed  below.  Current
asset balances are minimized as one way to finance capital  expenditures  and to
lower borrowing costs.

The company's  percentage of net debt (debt less cash) to capitalization was 43%
at June 30, 2001,  compared  with 55% at June 30, 2000,  and 46% at December 31,
2000. The company had unused lines of credit and revolving credit  facilities of
$1,479.8  million at June 30, 2001. Of this amount,  $820 million can be used to
support  commercial paper  borrowings of Kerr-McGee  Credit LLC and $490 million
can be used to support euro  commercial  paper  borrowings of Kerr-McGee  (G.B.)
PLC, Kerr-McGee Chemical GmbH, Kerr-McGee Pigments (Holland) B.V. and Kerr-McGee
International ApS.

On June 26, 2001, the company issued $200 million  variable  interest rate notes
due  June 28,  2004.  The  interest  rate  will  adjust  quarterly  based on the
three-month  LIBOR plus 0.75%. The proceeds received by the company were used to
redeem its 7-1/2% convertible  subordinated debentures on July 16, 2001, and for
general corporate purposes.

Capital  expenditures for the first six months of 2001, excluding dry hole costs
and  acquisitions,  totaled $855.3  million,  compared with $199 million for the
same period last year. Exploration and production  expenditures,  principally in
the Gulf of Mexico and North Sea, were 91% of the 2001 total. Chemical - pigment
expenditures were 8% of the 2001 total.  Chemical - other and corporate incurred
the  remaining  1% of the  expenditures.  Management  anticipates  that the cash
requirements  for the next  several  years can be  provided  through  internally
generated funds and selective borrowings.

                           Forward-Looking Information

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

                           PART II - OTHER INFORMATION

Item 1.      Legal Proceedings -

             The company and its wholly owned subsidiary,  Kerr-McGee  Chemical,
             LLC, have been named as  defendants  in various  legal  proceedings
             alleging  that  they are  responsible  for  personal  injuries  and
             property damages  allegedly  resulting from the exposure to cresote
             that  was  used  in  current  and  former   railroad  tie  treating
             operations.  The cases seek recovery  under a variety of common law
             and statutory legal theories.  These cases are in various pre-trial
             stages.

             The  company  is  vigorously   defending   these  cases.   Although
             liability, if any, that may result is not reasonably estimable, the
             company  believes that, based on information  currently  available,
             the  disposition  of these  cases will not have a material  adverse
             effect  on  the  consolidated   financial   position,   results  of
             operations or cash flows of the company.

             For  a   discussion   of   contingencies,   reference  is  made  to
             Management's  Discussion and Analysis, Item 7, of Form 10-K for the
             year ended  December 31, 2000, and Footnote I.,  Contingencies,  of
             this Form 10-Q.

Item 6.      Exhibits and Reports on Form 8-K

        (a)  Exhibits -

             Exhibit No.
             -----------

                2.1          Agreement  and  Plan  of  Merger  among  Kerr-McGee
                             Corporation, King Holdco, Inc., HS Resources, Inc.,
                             King Merger Sub, Inc.  and  Hawk  Merger Sub, Inc.,
                             filed as Exhibit  2.2  to Form 8-K on May 16, 2001,
                             and incorporated herein by reference.

                4.4          The  company  agrees  to furnish the Securities and
                             Exchange  Commission,  upon  request, a copy of the
                             Offering  Memorandum  dated June 19, 2001, relating
                             to  the  company's variable interest rate notes due
                             June 28, 2004.

        (b)  Reports on Form 8-K -

             On May 14, 2001,  the company filed a report on Form 8-K announcing
             it had signed a definitive  agreement  with HS Resources to acquire
             all of the outstanding shares of HS Resources.

             On May 15, 2001,  the company filed a report on Form 8-K announcing
             it will hold  analyst  meetings  to discuss its plans to acquire HS
             Resources.

             On May 16, 2001,  the company filed a report on Form 8-K announcing
             it had  entered  into  an  Agreement  and  Plan of  Merger  with HS
             Resources.

             On May 24, 2001,  the company filed a report on Form 8-K announcing
             a  conference  call to  discuss  its  interim  second-quarter  2001
             operating results.

             On June 25, 2001, the company filed a report on Form 8-K announcing
             a  conference  call to discuss its  second-quarter  2001  operating
             results.

             On July 20, 2001, the company filed a report on Form 8-K announcing
             a conference call to discuss its second-quarter  2001 operating and
             financial results.



                                    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  July 27, 2001                     By: (Deborah A. Kitchens)
        -------------                         ----------------------------
                                               Deborah A. Kitchens
                                                 Vice President and Controller
                                                 and Chief Accounting Officer