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 March 31, 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
April 30, 1999:  86,372,748





                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

<TABLE>

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

<CAPTION>


                                                                                  Three Months Ended
                                                                                       March 31,
(Millions of dollars, except per-share amounts)                                 1999              1998
                                                                            --------------------------

<S>                                                                         <C>                <C>    
Sales                                                                       $  485.9           $ 506.7
                                                                            ---------          -------

Costs and Expenses
    Costs and operating expenses                                               225.1             213.0
Selling, general and administrative expenses                                    52.7              47.7
    Depreciation and depletion                                                 131.2             129.7
    Exploration, including dry holes and
        amortization of undeveloped leases                                      28.8              67.0
    Taxes, other than income taxes                                              15.3               8.7
    Merger costs                                                               155.1                 -
    Interest and debt expense                                                   44.7              34.8
                                                                            ---------          -------
               Total Costs and Expenses                                        652.9             500.9
                                                                            ---------          -------

                                                                              (167.0)              5.8
Other Income                                                                    16.4              21.6
                                                                            ---------          -------

Income (Loss) from Continuing Operations before Income Taxes                  (150.6)             27.4
Provision (Benefit) for Income Taxes                                           (44.1)             11.6
                                                                            --------           -------

Income (Loss) from Continuing Operations                                      (106.5)             15.8
Income from Discontinued Operations (net of provision for income
     taxes of $2.4)                                                                -               8.0
Cumulative Effect of Change in Accounting Principle (net of benefit
     for income taxes of $2.2)                                                  (4.1)                -
                                                                            --------           -------

Net Income (Loss)                                                           $ (110.6)          $  23.8
                                                                            ========           =======

Net Income (Loss) per Common Share
     Basic and Diluted
        Continuing operations                                               $  (1.23)          $   .18
        Discontinued operations                                                    -               .09
        Cumulative effect of change in accounting principle                     (.05)                -
                                                                            --------           -------

             Total                                                          $  (1.28)          $   .27
                                                                            ========           =======



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

<TABLE>


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

                                                                 March 31,      December 31,
(Millions of dollars)                                                 1999              1998
                                                                ----------------------------

<S>                                                              <C>               <C>
ASSETS
Current Assets
    Cash                                                         $   208.5         $   121.0
    Notes and accounts receivable                                    402.2             388.4
    Inventories                                                      281.5             247.1
    Deposits and prepaid expenses                                    110.6             120.2
                                                                 ---------         ---------
        Total Current Assets                                       1,002.8             876.7
                                                                 ---------         ---------

Property, Plant and Equipment                                     10,684.3          10,651.7
    Less reserves for depreciation,
       depletion and amortization                                  6,562.1           6,498.9
                                                                 ---------         ---------
                                                                   4,122.2           4,152.8
                                                                 ---------         ---------

Investments and Other Assets                                         417.8             421.8
                                                                 ---------         ---------

                                                                  $5,542.8          $5,451.3
                                                                  ========          ========



LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
    Short-term borrowings                                        $    10.1         $    35.8
    Accounts payable                                                 364.9             385.3
    Long-term debt due within one year                               219.3             235.6
    Other current liabilities                                        370.9             393.3
                                                                 ---------         ---------
        Total Current Liabilities                                    965.2           1,050.0
                                                                 ---------         ---------

Long-Term Debt                                                     2,269.5           1,978.5
                                                                 ---------         ---------

Deferred Credits and Reserves                                      1,124.7           1,077.3
                                                                 ---------         ---------

Stockholders' Equity
    Common stock, par value $1 - 300,000,000
        shares authorized, 93,383,538 shares issued at
        3-31-99 and 93,378,069 shares issued at 12-31-98              93.4              93.4
    Capital in excess of par value                                 1,279.6           1,282.2
    Preferred stock purchase rights                                     .5                .5
    Retained earnings                                                377.5             527.0
    Accumulated other comprehensive loss                             (50.1)            (36.0)
    Common shares in treasury, at cost - 7,010,790
        shares at both 3-31-99 and at 12-31-98                      (387.8)           (387.8)
    Deferred compensation                                           (129.7)           (133.8)
                                                                 ---------         ---------
        Total Stockholders' Equity                                 1,183.4           1,345.5
                                                                 ---------         ---------

                                                                  $5,542.8          $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>


                                                                            Three Months Ended
                                                                                  March 31,
(Millions of dollars)                                                     1999              1998
                                                                      --------------------------

<S>                                                                   <C>                <C>
Operating Activities
Net income (loss)                                                     $ (110.6)          $  23.8
Adjustments to reconcile net income to net cash
    provided by operating activities -
        Depreciation, depletion and amortization                         141.5             143.3
        Dry hole costs                                                     4.8              37.4
        Deferred income taxes                                              3.5               4.1
        (Gain) Loss on sale and retirement of assets                       1.8              (7.1)
        Noncash items affecting net income                               148.1                .1
       Other net cash used in operating activities                      (127.0)            (14.8)
                                                                      --------           -------
           Net Cash Provided by Operating Activities                      62.1             186.8
                                                                      --------           -------

Investing Activities
Capital expenditures                                                    (139.1)           (287.9)
Acquisitions                                                                 -             (97.0)
Proceeds from sale of assets                                                 -              39.7
Other investing activities                                                (8.8)              3.3
                                                                      --------           -------
           Net Cash Used in Investing Activities                        (147.9)           (341.9)
                                                                      --------           -------

Financing Activities
Issuance of long-term debt                                               619.3             264.1
Repayment of long-term debt                                             (345.3)            (61.6)
Decrease in short-term borrowings                                        (24.5)                -
Dividends paid                                                           (21.2)            (21.5)
Other financing activities                                               (41.9)              4.0
                                                                      --------           -------
           Net Cash Provided by Financing Activities                     186.4             185.0
                                                                      --------           -------

Effects of Exchange Rate changes on Cash and Cash Equivalents            (13.1)                -
                                                                      --------           -------

Net Increase in Cash and Cash Equivalents                                 87.5              29.9

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

Cash and Cash Equivalents at End of Period                            $  208.5            $222.2
                                                                      ========            ======


The accompanying notes are an integral part of this statement.

</TABLE>





                 KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 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  interest  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.

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 cumulative effect of a change in accounting  principle,  which increased
     the first quarter after-tax loss by $4.1 million.

     In June 1998, the Financial  Accounting Standards Board 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 its 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.  FAS No. 133 is effective for
     fiscal  years  beginning  after  June  15,  1999,  and  early  adoption  is
     permitted.  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:

                                                    Three Months Ended
                                                         March 31,
     (Millions of dollars)                         1999             1998
                                                   ---------------------

     Income taxes                                 $49.0            $ 4.8
     Interest                                      22.8             21.8

D.   During the first quarter of 1999 and 1998, comprehensive  income (loss) was
     $(124.8) million and $23.9 million, respectively.

E.   Investments in equity affiliates  totaled $168.5 million at March 31, 1999,
     and $170.1  million at December  31,  1998.  Equity  income  related to the
     investments  is included in Other Income in the  Consolidated  Statement of
     Income and totaled $2.3 million and $6.5 million for the three months ended
     March 31, 1999 and 1998, respectively.

F.   Income (loss) from  continuing  operations  for purposes of computing  both
     basic and diluted earnings per share was $(106.5) million and $15.8 million
     for the three  months  ended  March  31,  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:

                                                           Three Months Ended
                                                                March 31,
                                                          1999             1998 
                                                       -------------------------

     Averages shares outstanding - basic               86,372,410     86,843,432
     Dilutive effect of stock options                           -        385,309
     Dilutive effect of debendures *                            -              -
                                                       ----------     ----------
     Average shares outstanding assuming dilution      86,372,410     87,228,741
                                                       ==========     ==========

    *  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.  The EPA issued  unilateral  administrative  orders for two of
     these areas (referred to 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 these two sites.

     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 April
     30, 1999,  Chemical has been  reimbursed  approximately  $69 million  under
     Title X.

     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.  As of March 31, 1999, the
     company's  estimate  for  the  cost to  investigate  and/or  remediate  all
     presently  identified  sites of  former  or  current  operations,  based on
     currently  known  facts and  circumstances,  totaled  $258  million,  which
     includes $175 million for the former West Chicago facility, the residential
     areas and Reed-Keppler  Park.  Reserves have been established based on this
     estimate.   Expenditures  are  reduced  by  the  amounts   recovered  under
     government  programs.  Expenditures  from inception through March 31, 1999,
     totaled $557 million for currently known sites.

     In addition to the environmental issues previously  discussed,  the company
     or its subsidiaries are also a party to a number of other legal proceedings
     pending in various  courts or agencies in which the company or a subsidiary
     appears as plaintiff or defendant.

     It is not  possible  for the  company to reliably  estimate  the amount and
     timing of all future expenditures related to environmental  matters because
     of  the  difficulty  of  estimating   cleanup  costs,  the  uncertainty  in
     quantifying  liability  under  environmental  laws  that  impose  joint and
     several  liability  on  all  potentially   responsible   parties,  and  the
     continually changing nature of environmental laws and regulations.

     The company  provides  for costs  related to  contingencies  when a loss is
     probable  and the  amount  is  reasonably  estimable.  Although  management
     believes,  after consultation with general counsel,  that adequate reserves
     have been  provided for all known  contingencies,  the  ultimate  cost will
     depend on the resolution of the above-noted uncertainties. Therefore, it is
     possible that additional reserves could be required in the future.

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

Comparison of 1999 Results with 1998 Results

CONSOLIDATED OPERATIONS

First-quarter 1999 net loss totaled $110.6 million,  compared with net income of
$23.8  million  for the same 1998  period.  Operating  profit for the 1999 first
quarter was $48.9 million, compared with $54.7 million in the same 1998 quarter.
Higher chemical  operating profit,  compared with last year's quarter,  was more
than offset by lower  operating  profit from  exploration  and  production.  The
decline in  operating  profit was due to lower  crude oil and  natural gas sales
prices,  lower natural gas sales volumes and transition  expenses related to the
merger,  partially offset by lower exploration expenses,  higher crude oil sales
volumes and income from the European pigment  operations  acquired at the end of
the 1998 first quarter.

Other  expenses for the first quarter of 1999 totaled $199.5  million,  compared
with $27.3  million for the 1998  quarter.  The  increase  was due  primarily to
merger  costs and lower  equity  income,  partially  offset by foreign  currency
transaction gains,  compared with 1998 losses. Net interest expense for the 1999
first  quarter  increased  35% from the same 1998  period due to higher  average
borrowings.

The income tax benefit was $44.1  million for the 1999 first  quarter,  compared
with a provision of $11.6  million for the 1998 period.  The 1999 first  quarter
amount included a tax benefit related to the merger costs.

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 first quarter of 1999, compared with the same period last year.

                                                      Three Months Ended
                                                           March 31,
(Millions of dollars)                                1999              1998
                                                  -------------------------

Sales
     Exploration and production                   $  283.1           $328.4
     Chemicals                                       202.7            178.2
                                                  --------           ------
                                                     485.8            506.6
     All other                                          .1               .1
                                                  --------          -------
         Total Sales                              $  485.9           $506.7
                                                  ========           ======

Operating Profit
     Exploration and production                   $   20.8          $  32.8
     Chemicals                                        28.1             21.9
                                                  --------           ------
         Total Operating Profit                       48.9             54.7

Other Expense                                       (199.5)           (27.3)
                                                  --------          -------

Income (Loss) from Continuing Operations
     Before Income Taxes                            (150.6)            27.4

Provision (Benefit) for Income Taxes                 (44.1)            11.6
                                                  --------          -------
Income (Loss) from Continuing Operations            (106.5)            15.8

Discontinued Operations, Net of Income Taxes             -              8.0
Cumulative Effect of a Change in Accounting
     Principle, Net of Income Taxes                   (4.1)               -
                                                  --------          -------

Net Income                                        $ (110.6)         $  23.8
                                                  ========          =======


Exploration and Production -

Operating profit for the first quarter of 1999 was $20.8 million,  compared with
$32.8 million for the same 1998 period.  First-quarter 1999 operating profit was
lower due  primarily  to lower  crude oil and natural  gas sales  prices,  lower
natural  gas sales  volumes  and  transition  expenses  related  to the  merger,
partially  offset  by lower  exploration  expenses  and  higher  crude oil sales
volumes.

Revenues were $283.1 million and $328.4 million for the three months ended March
31, 1999 and 1998, respectively. The following table shows the company's average
crude oil and natural gas sales prices and volumes for the first quarter of 1999
and 1998.
<TABLE>
<CAPTION>

                                                                         Three Months Ended        Percent
                                                                              March 31,           Increase
                                                                         1999         1998       (Decrease)
                                                                      -------------------------------------

<S>                                                                   <C>           <C>            <C>
Crude oil sales (thousands of bbls/day)
     Domestic
       Offshore                                                          50.2         44.9          12
       Onshore                                                           19.1         26.1         (27)
     North Sea                                                           96.8         71.9          35
     Other International                                                 16.4         18.0          (9)
                                                                      -------      -------
       Total proprietary sales                                          182.5        160.9          13
     Proportionate interest in equity affiliate's sales                   6.9          7.3          (5)
                                                                      -------      -------
           Total                                                        189.4        168.2          13
                                                                      =======      =======

Average crude oil sales price (per barrel)
     Domestic
       Offshore                                                       $  9.73       $13.80         (29)
       Onshore                                                          11.23        14.29         (21)
     North Sea                                                          11.60        13.85         (16)
     Other International                                                 8.83        11.41         (23)
         Average                                                      $ 10.89       $14.05         (22)

Natural gas sold (MMCF/day)
     Domestic
       Offshore                                                           347          313          11
       Onshore                                                            165          223         (26)
     North Sea                                                             58           49          18
                                                                      -------      -------
       Total proprietary sales                                            570          585          (3)
     Proportionate interest in equity affiliate's sales                    80           62          29
                                                                      -------      -------
           Total                                                          650          647           -
                                                                      =======      =======

Average natural gas sales price (per MCF)
     Domestic
       Offshore                                                       $  1.67      $  2.15         (22)
       Onshore                                                           1.61         2.13         (24)
North Sea                                                                2.52         2.74          (8)
         Average                                                      $  1.91      $  2.22         (14)
</TABLE>



Chemicals -

Chemicals'  first-quarter 1999 operating profit was $28.1 million on revenues of
$202.7 million,  compared with operating  profit of $21.9 million on revenues of
$178.2 million for the same 1998 quarter. Revenues increased due to higher sales
volumes  resulting from the acquisition of the European  pigment  operations and
higher domestic pigment sales prices.  Operating profit increased  primarily due
to higher revenues and lower domestic pigment production costs.

Financial Condition

At March 31, 1999, the company's net working capital position was $37.6 million,
compared with $41 million at March 31, 1998,  and a negative  $173.3  million at
December  31, 1998.  The current  ratio was 1.0 to 1 at March 31, 1999 and 1998,
respectively,  and .8 to 1 at December 31, 1998. The company's percentage of net
debt to capitalization was 62% at March 31, 1999, compared with 49% at March 31,
1998, and 59% at December 31, 1998.

The company had unused lines of credit and revolving  credit  facilities of $802
million at March 31, 1999. Of this amount,  $445 million and $250 million can be
used to  support  commercial  paper  borrowings  of  Kerr-McGee  Credit  LLC and
Kerr-McGee Oil (U.K) PLC, respectively.

On February 26, 1999, the company signed two new revolving credit agreements,  a
three-year $500 million facility and a 364-day $250 million facility. Initially,
one-third of the  borrowings  under each of these  agreements  may be in British
pounds sterling,  euros or other local European Union  currencies.  Interest for
each of the revolving credit  agreements is payable at varying rates. A total of
$400 million was outstanding under these agreements at March 31, 1999.

First-quarter 1999 cash capital  expenditures  totaled $139.1 million,  compared
with $287.9  million for the same period last year.  Exploration  and production
expenditures,  principally  in the Gulf of Mexico and North Sea, were 83% of the
1999 total.  Chemical  and  corporate  expenditures  were 16% and 1% of the 1999
amount, respectively.  Management anticipates that the cash requirements for the
next  several  years can be  provided  through  internally  generated  funds and
selective borrowings.

Year 2000 Program

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:

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

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 initiated  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 is also developing  contingency  plans, which 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.

As of March 31, 1999,  100% of the pre-merger  work on the Business  Systems had
been  completed.  Most of these  projects  were system  replacements  to improve
business  functionality  and were not  undertaken  solely  because  of Year 2000
issues.

The merger with Oryx was  completed in the first  quarter of 1999,  and the Year
2000 Programs for the companies have been combined.  Approximately 75% of Oryx's
business systems will be transitioned to the Year 2000 compliant systems already
in place at Kerr-McGee prior to the merger.  The remaining business systems will
be modified or replaced.  These Year 2000 activities are being incorporated into
the Program and are scheduled to be completed by the end of the third quarter of
1999.

Approximately  78% of the planned  work on  Facilities  Integrity  has also been
completed,  including additional activities resulting from the merger.  Critical
activities are expected to be completed by the end of the third quarter of 1999.
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.

Program  expenditures  total  approximately  $48 million from inception  through
March 31, 1999, which includes the combined company activities. Expenditures for
the first  quarter  of 1999 are  approximately  $6  million.  The total  cost to
achieve  Year 2000  readiness  are  estimated  to be $52  million for the entire
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 and selective  short-term  and/or long-term
borrowings.

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

This report contains certain  forward-looking  statements,  particularly as they
relate to the  company's  Year 2000  readiness,  that are based on  management's
current views and assumptions regarding future events and financial performance.
These  statements  are  qualified by  reference to the section  "Forward-Looking
Information"  contained in Part I of the company's  Form 10-K for the year ended
December 31, 1998.



                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings.

           None

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

           Special Meeting

      (a)  A special meeting of stockholders was held on February 26, 1999.

      (c)  The  stockholders'  voted on the proposal to adopt the  Agreement and
           Plan of Merger,  dated as of October  14,  1998,  between  Kerr-McGee
           Corporation   and  Oryx  Energy  Company.   Affirmative   votes  were
           29,566,248;  negative  votes  were  8,199,513  and  abstentions  were
           208,668.

           Annual Meeting

      (a)  The 1999 annual meeting of stockholders' was held on May 11, 1999.

      (b)  Directors elected at the 1999 annual meeting were the following:

                  Tom J. McDaniel
                  John J. Murphy
                  Matthew R. Simmons
                  Ian L. White-Thomson

           Directors  whose  term of  office  continues  after  the 1999  annual
           meeting were the following:


                  William E. Bradford
                  Luke R. Corbett
                  Sylvia A. Earle
                  David C. Genever-Watling
                  Martin C. Jischke
                  William C. Morris
                  Leroy C. Richie
                  Farah M. Walters

      (c) The following matters were voted upon at the annual meeting:

          (1)    Following are  the directors elected at the 1999 annual meeting
                 and the tabulation of votes related to each nominee.

                                                                       Votes
                                               Affirmative            Withheld

                  Tom J. McDaniel               73,045,972           1,093,617
                  John J. Murphy                72,976,292           1,163,297
                  Matthew R. Simmons            72,996,849           1,142,740
                  Ian L. White-Thompson         73,046,296           1,093,293

          (2)    The  stockholders  ratified  the appointment of Arthur Andersen
                 LLP as  independent  public  accountant  for 1999.  Affirmative
                 votes  were   72,752,690;   negative  votes  were  587,259  and
                 abstentions were 799,640.

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

      (a)  Exhibits -

      Exhibit No.

       27.0       Financial Data Schedule

      (b)  Reports on Form 8-K

           On  January  19, 1999,  the  company  filed  a  report  on  Form  8-K
           announcing  the  1999  capital   budget,  the   1998   fourth-quarter
           asset impairment and the rescission of the stock repurchase program.

           On  January  26,  1999,  the  company  filed a report  on Form  8-K/A
           providing  additional  details  relating  to the 1998  fourth-quarter
           asset impairment.

           On  February  26,  1999,  the  company  filed a  report  on Form  8-K
           announcing  the approval of the merger with Oryx by  stockholders  of
           both companies and the election of five directors.

           On March 11, 1999,  the company  filed a report on Form 8-K reporting
           under Item 2,  "Acquisition  or  Disposition  of  Assets",  providing
           additional details related to the merger with Oryx.

                                    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  May 14, 1999                     By:   (Deborah A. Kitchens)            
      ------------                           --------------------------------
                                             Deborah A. Kitchens
                                               Vice President and Controller
                                               and Chief Accounting Officer