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, 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
July 31, 1999: 86,408,234



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

<S>                                                           <C>               <C>            <C>           <C>
Sales                                                         $657.2            $601.1         $1,143.1      $1,107.8
                                                              ------            ------         --------      --------

Costs and Expenses
    Costs and operating expenses                               268.4             283.2            493.5         496.2
    Selling, general and administrative expenses                62.5              59.5            115.2         107.2
    Depreciation and depletion                                 157.1             144.5            288.3         274.2
    Exploration, including dry holes and
        amortization of undeveloped leases                      40.6              37.5             69.4         104.5
    Taxes, other than income taxes                              17.3              20.3             32.6          29.0
    Merger costs                                                   -                 -            155.1            -
    Interest and debt expense                                   45.8              39.8             90.5         74.6
                                                             -------           -------        ---------     --------
           Total Costs and Expenses                            591.7             584.8          1,244.6       1,085.7
                                                             -------           -------        ---------     ---------

                                                                65.5              16.3           (101.5)         22.1
Other Income                                                    11.6              21.4             28.0          43.0
                                                             -------           -------        ---------     ---------

Income (Loss) from Continuing Operations before
    Income Taxes                                                77.1              37.7            (73.5)         65.1
Provision (Benefit) for Income Taxes                            31.8               6.3            (12.3)         17.9
                                                             -------           -------        ---------     ---------

Income (Loss) from Continuing Operations                        45.3              31.4            (61.2)         47.2
Income from Discontinued Operations (net of
    provision for income taxes of $31.6 and $34.0
    for the second quarter and the first six months
    of 1998, respectively)                                         -              51.5                -          59.5
Cumulative Effect of Change in Accounting Principle
    (net of benefit for income taxes of $2.2)                      -                 -             (4.1)           -
                                                             -------           -------        ---------     --------

Net Income (Loss)                                            $  45.3           $  82.9        $   (65.3)    $   106.7
                                                             =======           =======        =========     =========

Net Income (Loss) per Common Share - Diluted
    Continuing operations                                    $    .52          $   .36        $    (.71)    $     .54
    Discontinued operations                                         -              .59                -           .68 (1)
    Cumulative effect of change in
        accounting principle                                        -                -             (.05)            -
                                                             --------          -------        ---------     ---------

           Total                                             $    .52          $   .95        $    (.76)    $    1.22
                                                             ========          =======        =========     =========

(1) Basic  per  share  amount  is  $.69.  All  other basic and diluted per share
    amounts are the same.

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

<S>                                                                 <C>              <C>
ASSETS
Current Assets
    Cash                                                            $    158.4       $     121.0
    Notes and accounts receivable                                        514.4             388.4
    Inventories                                                          298.0             247.1
    Deposits and prepaid expenses                                         75.7             120.2
                                                                    ----------       -----------
        Total Current Assets                                           1,046.5             876.7
                                                                    ----------       -----------

Property, Plant and Equipment                                         10,842.9          10,651.7
    Less reserves for depreciation,
    depletion and amortization                                         6,714.3           6,498.9
                                                                    ----------       -----------
                                                                       4,128.6           4,152.8
                                                                    ----------       -----------

Investments and Other Assets                                             441.4             421.8
                                                                    ----------       -----------

                                                                    $  5,616.5       $   5,451.3
                                                                    ==========       ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
    Short-term borrowings                                           $     51.8       $      35.8
    Accounts payable                                                     378.1             385.3
    Long-term debt due within one year                                   119.2             235.6
    Other current liabilities                                            305.3             393.3
                                                                    ----------       -----------
        Total Current Liabilities                                        854.4           1,050.0
                                                                    ----------       -----------

Long-Term Debt                                                         2,498.4           1,978.5
                                                                    ----------       -----------

Deferred Credits and Reserves                                          1,070.5           1,077.3
                                                                    ----------       -----------

Stockholders' Equity
    Common stock, par value $1 - 300,000,000
        shares authorized, 93,395,707 shares issued at
        6-30-99 and 93,378,069 shares issued at 12-31-98                  93.4              93.4
    Capital in excess of par value                                     1,281.0           1,282.2
    Preferred stock purchase rights                                         .5                .5
    Retained earnings                                                    383.9             527.0
    Accumulated other comprehensive loss                                 (51.1)            (36.0)
    Common shares in treasury, at cost - 7,010,790
        shares at both 6-30-99 and 12-31-98                             (387.8)           (387.8)
    Deferred compensation                                               (126.7)           (133.8)
                                                                    ----------       -----------
        Total Stockholders' Equity                                     1,193.2           1,345.5
                                                                    ----------       -----------

                                                                    $  5,616.5       $   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>

                                                                           Six Months Ended
                                                                               June 30,
(Millions of dollars)                                                     1999             1998
                                                                       ------------------------

<S>                                                                     <C>              <C>
Operating Activities
Net income (loss)                                                       $(65.3)          $106.7
Adjustments to reconcile to net cash
    provided by operating activities -
        Depreciation, depletion and amortization                         309.9            300.7
        Dry hole costs                                                    22.8             48.4
        Deferred income taxes                                             12.3             14.7
        Gain on sale of discontinued coal operations                        -             (41.7)
        Gain on sale and retirement of assets                             (3.0)            (3.5)
        Noncash items affecting net income                               160.2            (22.5)
        Other net cash used in operating activities                     (362.1)          (103.4)
                                                                       -------          -------
           Net Cash Provided by Operating Activities                      74.8            299.4
                                                                       -------          -------

Investing Activities
Capital expenditures                                                    (274.3)          (567.8)
Acquisitions                                                             (54.4)          (517.9)
Proceeds from the sale of discontinued coal operations                      -             198.8
Proceeds from sale of assets                                               2.7             62.5
Other investing activities                                               (21.1)             7.4
                                                                       -------          -------
           Net Cash Used in Investing Activities                        (347.1)          (817.0)
                                                                       -------          -------


Financing Activities
Issuance of long-term debt                                               940.6            561.8
Repayment of long-term debt                                             (538.7)           (74.5)
Increase (decrease) in short-term borrowings                              15.9            (25.0)
Dividends paid                                                           (60.6)           (42.9)
Other financing activities                                               (40.4)             5.3
                                                                       -------          -------
           Net Cash Provided in Financing Activities                     316.8            424.7
                                                                       -------          -------

Effects of Exchange Rate Changes on Cash and Cash Equivalents             (7.1)               -
                                                                       -------          -------

Net Increase (Decrease) in Cash and Cash Equivalents                      37.4            (92.9)

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

Cash and Cash Equivalents at End of Period                             $ 158.4          $  99.4
                                                                       =======          =======


The accompanying notes are an integral part of this statement.

</TABLE>




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



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

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

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

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

                                               Six Months Ended
                                                   June 30,
     (Millions of dollars)                    1999          1998
                                             -------------------

     Income tax payments                      $53.7        $16.2
     Less refunds received                    (58.5)       (21.3)
                                             ------       ------
     Net income tax refunds                  $ (4.8)      $ (5.1)
                                             ======       ======

     Interest payments                        $96.6        $63.9
                                              =====        =====

D.   During the second quarter of 1999 and 1998,  comprehensive income was $44.3
     million and $82.8 million,  respectively. For the six months ended June 30,
     1999 and 1998,  comprehensive  income (loss) was $(80.5) million and $105.9
     million, respectively.

E.   Investments in equity affiliates  totaled  $172.9 million at June 30, 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 $4.8 million and $5.5 million for the three months ended
     June 30,  1999 and 1998,  respectively.  For the first six  months of 1999,
     equity income totaled $7.1 million,  compared with $12 million for the same
     1998 period.

F.   Income (loss) from  continuing  operations  for purposes of computing  both
     basic and diluted  earnings per share was $45.3  million and $31.4  million
     for the  three  months  ended  June 30,  1999 and 1998,  respectively,  and
     $(61.2)  million and $47.2  million for the six months  ended June 30, 1999
     and 1998, respectively.  A reconciliation of the average shares outstanding
     used to compute  basic  earnings  per share to the  shares  used to compute
     diluted earnings per share for both periods is presented below:

<TABLE>
<CAPTION>

                                                              Three Months Ended                   Six Months Ended
                                                                   June 30,                            June 30,
                                                              1999              1998             1999              1998
                                                           ---------------------------        ---------------------------
     <S>                                                   <C>              <C>               <C>              <C>

     Averages shares outstanding - basic                   86,378,475       86,864,090        86,375,443       86,884,748
     Dilutive effect of stock options                          54,664          366,910            15,930          348,510
     Dilutive effect of debentures *                                -                -                 -                -
                                                           ----------       ----------        ----------       ----------
     Average shares outstanding assuming dilution          86,433,139       87,231,000        86,391,373       87,233,258
                                                           ==========       ==========        ==========       ==========
</TABLE>

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



G.   CONTINGENCIES

     WEST CHICAGO -

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

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

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

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

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

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

     Government  Reimbursement - Pursuant to Title X of the Energy Policy Act of
     1992 (Title X), the U. S.  Department  of Energy is  obligated to reimburse
     Chemical for certain  decommissioning  and cleanup costs in  recognition of
     the fact that much of the  facility's  production  was  dedicated to United
     States  government  contracts.  Title X was amended in 1998 to increase the
     amount authorized to $140 million plus inflation adjustments.  Through July
     31, 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 June 30, 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  $230  million,  which
     includes $160 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 June 30, 1999,
     totaled $595 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 predicting cleanup requirements and estimating cleanup
     costs, the uncertainty in quantifying  liability under  environmental  laws
     that impose  joint and several  liability  on all  potentially  responsible
     parties,  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, the ultimate cost of contingencies,  as noted above, is
     subject to various uncertainties and additional reserves may 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

Second-quarter  1999 net  income  totaled  $45.3  million,  compared  with $82.9
million for the same 1998 period. Income from continuing operations for the 1999
second quarter totaled $45.3 million,  compared with 1998 second-quarter  income
of $31.4  million.  Net loss for the first  six  months  of 1999  totaled  $65.3
million,  compared  with net income of $106.7  million for the same 1998 period.
For the first six months of 1999, loss from continuing  operations totaled $61.2
million, compared with income of $47.2 million a year earlier.

Operating  profit  increased 83% in the 1999 second  quarter,  compared with the
same 1998 period,  due to improved results from exploration and production.  The
increase in operating profit was due primarily to higher crude oil sales volumes
and increased  prices for crude oil and natural gas,  partially offset by higher
depreciation and depletion expense and lower natural gas sales volumes. Both the
exploration  and  production  and  chemical  operations  contributed  to the 43%
increase in operating  profit for the first six months of 1999 compared with the
same 1998 period.  The increase in operating  profit was due primarily to higher
crude oil sales volumes,  lower  exploration  expense,  lower domestic  titanium
dioxide  pigment  production  costs and higher  domestic  pigment  sales prices.
Partially offsetting were higher depreciation and depletion expense, lower crude
oil and natural gas sales prices and lower natural gas sales volumes.

Other  expense for the second  quarter of 1999 totaled $57.8  million,  compared
with $35.9  million for the 1998  quarter.  The  increase  was due  primarily to
higher net interest  expense and lower insurance claims  settlements,  partially
offset by gains on sale of assets,  compared with 1998 losses and higher foreign
currency  transaction  gains. Other expense for the first six months of 1999 was
$257.3 million,  compared with $63.2 million for the 1998 period.  This increase
was  due primarily to merger costs, higher net interest expense, lower insurance
claims settlements and lower equity income, partially offset by foreign currency
transaction gains, compared with 1998 losses.

The income tax provision was $31.8 million for the 1999 second quarter, compared
with $6.3 million for the 1998 period.  The income tax benefit was $12.3 million
for the first six months of 1999,  compared with a provision for income taxes of
$17.9 million for the 1998 period.  The provision for both 1998 periods included
a tax benefit of $11.1  million  resulting  from an income tax  settlement.  The
income tax benefit for the first six months of 1999 included a $44.6 million tax
benefit  related to the $155.1 million in merger costs.  Excluding these special
items in all periods, the provision for income taxes was $31.8 million and $32.3
million  for the  second  quarter  and first six  months of 1999,  respectively,
compared with $17.4 million and $29 million for the respective 1998 periods. The
increase  for  both  1999  periods was due to higher pretax income excluding the
special items, partially offset by lower effective tax rates.

SEGMENT OPERATIONS

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

                                                        Three Months Ended                 Six Months Ended
                                                             June 30,                          June 30,
(Millions of dollars)                                   1999             1998              1999             1998
                                                      -----------------------          -------------------------

<S>                                                   <C>              <C>             <C>              <C>
Sales
     Exploration and production                       $422.5           $335.2          $  705.6         $  663.6
     Chemicals                                         234.6            265.8             437.3            444.0
                                                      ------           ------          --------         --------
                                                       657.1            601.0           1,142.9          1,107.6
     All other                                            .1               .1                .2               .2
                                                      ------           ------          --------         --------
         Total Sales                                  $657.2           $601.1          $1,143.1         $1,107.8
                                                      ======           ======          ========         ========

Operating Profit
     Exploration and production                       $101.0           $ 38.8          $  121.8         $   71.6
     Chemicals                                          33.9             34.8              62.0             56.7
                                                      ------           ------          --------         --------
         Total Operating Profit                        134.9             73.6             183.8            128.3

Other Expense                                          (57.8)           (35.9)           (257.3)           (63.2)
                                                      ------           ------          --------         --------

Income (Loss) from Continuing Operations
     before Income Taxes                                77.1             37.7             (73.5)            65.1

Provision (Benefit) for Income Taxes                    31.8              6.3             (12.3)            17.9
                                                      ------           ------          --------         --------
Income (Loss) from Continuing Operations                45.3             31.4             (61.2)            47.2

Discontinued Operations, Net of Income Taxes               -             51.5                 -             59.5

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

Net Income                                            $ 45.3           $ 82.9          $  (65.3)        $  106.7
                                                      ======           ======          ========         ========

</TABLE>

Exploration and Production -

Operating profit for the second quarter of 1999 was $101 million,  compared with
$38.8  million  for the same 1998  period.  Operating  profit  for the first six
months of 1999 and 1998 was  $121.8  million  and $71.6  million,  respectively.
Second-quarter  1999  operating  profit was higher due primarily to higher crude
oil and natural gas sales prices and higher crude oil sales  volumes,  partially
offset by higher  depreciation and depletion expense and lower natural gas sales
volumes.  Operating  profit  for the first six  months of 1999 was higher due to
higher crude oil sales volumes and lower exploration expenses,  partially offset
by higher  depreciation  and  depletion expense,    lower  crude oil and natural
gas sales prices, and lower natural gas sales volumes.

Revenues were $422.5  million and $335.2 million for the three months ended June
30, 1999 and 1998,  respectively,  and $705.6 million and $663.6 million for the
first six months of 1999 and 1998,  respectively.  The following table shows the
company's  average  crude oil and natural gas sales  prices and volumes for both
the second quarter and first six months of 1999 and 1998.

<TABLE>
<CAPTION>


                                            Three Months Ended           %               Six Months Ended            %
                                                 June 30,            Increase                June 30,            Increase
                                             1999         1998      (Decrease)           1999         1998      (Decrease)
                                         -------------------------------------        ------------------------------------

<S>                                        <C>          <C>             <C>            <C>          <C>             <C>
Crude oil sales
    (thousands of bbls/day)
        Domestic
           Offshore                          61.7         43.7           41              56.0         44.3           26
           Onshore                           18.8         24.8          (24)             18.9         25.4          (26)
        North Sea                           117.2         93.0           26             107.1         82.5           30
        Other International                  15.1         18.9          (20)             15.7         18.5          (15)
                                            -----        -----                          -----        -----
           Total proprietary sales          212.8        180.4           18             197.7        170.7           16
        Proportionate interest in
           equity affiliate's sales           6.8          7.1           (4)              6.8          7.2           (6)
                                            -----        -----                          -----        -----
               Total                        219.6        187.5           17             204.5        177.9           15
                                            =====        =====                          =====        =====

Average crude oil sales price
    (per barrel)
        Domestic
           Offshore                        $13.93       $11.85           18            $12.06       $12.83           (6)
           Onshore                          15.82        12.73           24             13.51        13.52            -
        North Sea                           15.18        12.75           19             13.57        13.23            3
        Other International                 12.99        10.22           27             10.84        10.79            -
               Average                     $14.81       $12.64           17            $13.01       $13.30           (2)

Natural gas sold (MMCF/day)
        Domestic
           Offshore                           376          346            9               362          329           10
           Onshore                            172          219          (21)              168          221          (24)
        North Sea                              43           46           (7)               51           48            6
                                            -----        -----                          -----        -----
           Total proprietary sales            591          611           (3)              581          598           (3)
        Proportionate interest in
           equity affiliate's sales            81           63           29                81           63           29
                                            -----        -----                          -----        -----
               Total                          672          674            -               662          661            -
                                            =====        =====                          =====        =====

Average natural gas sales price
    (per MCF)
        Domestic
           Offshore                         $2.16        $2.17            -             $1.93        $2.16          (11)
           Onshore                           2.18         2.07            5              1.90         2.10          (10)
        North Sea                            2.28         2.35           (3)             2.42         2.55           (5)
               Average                      $2.28        $2.15            6             $2.10        $2.18           (4)
</TABLE>

Chemicals -

Second-quarter  1999  operating  profit was $33.9  million on revenues of $234.6
million,  compared with operating  profit of $34.8 million on revenues of $265.8
million  for the same 1998  period.  For the first six  months of 1999 and 1998,
operating profit was $62 million and $56.7 million, respectively, on revenues of
$437.3 million and $444 million, respectively.

Revenues for the second quarter of 1999 decreased due to lower European  pigment
sales  volumes  and  prices,  lower  forest  product  sales  volumes  and  lower
electrolytic  products  sales  prices and  volumes.  Revenues  for the first six
months of 1999  declined due to lower forest  products  sales  volumes and lower
electrolytic  products  sales  prices and  volumes,  partially  offset by higher
European pigment sales volumes and higher domestic pigment sales prices.

Operating profit for the second quarter of 1999 decreased  slightly due to lower
revenues and higher European pigment per-unit production costs, partially offset
by lower domestic pigment per-unit production costs. For the first six months of
1999,  operating  profit  increased  due  to  lower  domestic  pigment  per-unit
production costs, partially offset by lower revenues.

Financial Condition

At June 30, 1999, the company's net working capital position was $192.1 million,
compared with a negative $16.5 million at June 30, 1998,  and a negative  $173.3
million at December 31, 1998.  The current  ratio was 1.2 to 1 at June 30, 1999,
compared with 1.0 to 1 at June 30, 1998,  and .8 to 1 at December 31, 1998.  The
company's  percentage  of net debt (debt less cash)  to  capitalization  was 67%
at  June  30,  1999, compared with 56% at June 30, 1998, and 61% at December 31,
1998.

The company had unused lines of credit and revolving  credit  facilities of $942
million at June 30, 1999.  Of this amount,  $535 million and $265 million can be
used to  support  commercial  paper  borrowings  of  Kerr-McGee  Credit  LLC and
Kerr-McGee Oil (U.K.) PLC, respectively.

In July  and  August  1999,  the  company  issued  $330  million of 5 1/2%  Debt
Exchangeable  for  Common  Stock  (DECS)  due  August  2,  2004.  The  DECS  are
exchangeable at maturity for shares of Devon Energy Corporation common stock or,
at the option of the company,  the cash  equivalent  of such common  stock.  The
proceeds   received  by  the  company  were  used  to  reduce  its   outstanding
indebtedness under variable interest rate credit agreements.

Cash  capital  expenditures  for  the  first  six  months of 1999 totaled $274.3
million, compared with $567.8 million for the same period last year. Exploration
and production expenditures,  principally  in the  Gulf of Mexico and North Sea,
were 84% of the 1999 total.  Chemical expenditures were  16% of the 1999 amount.
Management anticipates that the cash requirements for the next several years can
be  provided  through  internally  generated  funds and selective borrowings.

Year 2000 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:

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

An integral  part of the Program is  communication  with third parties to assess
the extent and status of their Year 2000  efforts.  Formal  communications  have
been 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 to address potential failure of
critical systems and/or critical  suppliers.  These plans may include items such
as activating manual systems, placing operations on standby and other procedures
to accommodate  significant disruptions that could be caused by system failures.
When appropriate,  alternative  providers are being identified in the event that
certain critical  suppliers are unable to provide an acceptable level of service
to the company.  Contingency  plans that  address  business  critical  areas are
expected to be completed by the end of the third quarter of 1999.

As of June  30,  1999,  100% of the  pre-merger  work  on the  Business  Systems
projects had been completed.  Most of these projects were system replacements to
improve business  functionality  and were not undertaken  solely because of Year
2000 issues.  As a result of the merger with Oryx,  Year 2000  Programs for both
companies  were combined.  Most of the Oryx business  systems have been replaced
with Year 2000 compliant  systems already in place at Kerr-McGee.  The remaining
business  systems  are being  tested for Year 2000  readiness  and  modified  as
required.  These Year 2000 activities are scheduled to be completed near the end
of the third quarter of 1999.

Approximately  90% 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 for the merged company activities total  approximately $48
million  from  inception  through  June 30,  1999.  Expenditures  for the second
quarter of 1999 were less than $1 million.  The total cost to achieve  Year 2000
readiness is estimated  to be $51 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 6.    Exhibits and Reports on Form 8-K.

      (a)  Exhibits -

      Exhibit No.

        4.6       The company  agrees to furnish  the  Securities  and  Exchange
                  Commission,  upon request, a copy of the Prospectus Supplement
                  dated  July  27,  1999,  relating  to  the  company's  5  1/2%
                  Exchangeable Notes due August 2, 2004.

       27.0       Financial Data Schedule

      (b)  Reports on Form 8-K

           Current  Report on Form 8-K dated April 29, 1999, and filed April 30,
           1999,  for  purposes  of  reporting,  under  Item  5,  the  company's
           first-quarter 1999 earnings and related information.

           Current  Report  on Form 8-K dated  May 11,  1999,  and filed May 12,
           1999,  for purposes of  reporting  under Item 5, the  company's  1998
           accomplishments   and  1999   plan  as   presented   at  the   annual
           stockholders' meeting and issued in a press release.

           Current Report on Form 8-K dated February 26, 1999, and filed June 4,
           1999,  for  purposes  of  reporting  under  Items  5 and  7,  certain
           information  pertaining  to the merger  between  the company and Oryx
           Energy Company and  supplemental  financial  statements for the three
           years ended December 31, 1998.

                                    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   August 13, 1999                    By:   (Deborah A. Kitchens)
       ---------------                          -------------------------------
                                                 Deborah A. Kitchens
                                                  Vice President and Controller
                                                  and Chief Accounting Officer