FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549


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

                  For the Quarterly Period Ended June 30, 1997

                                       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,
1997:  47,669,033


<PAGE>


                                    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)   1997           1996          1997           1996
                                                ---------------------        ---------------------
<S>                                             <C>            <C>           <C>            <C>   
Sales                                           $411.7         $470.2        $879.7         $925.0

Costs and Expenses
   Costs and operating expenses                  241.5          261.8         499.6          512.0
   Selling, general, and administrative expenses  20.9           58.4          50.2           90.8
   Depreciation and depletion                     66.2           68.1         135.1          133.7
   Exploration, including dry holes and
      amortization of undeveloped leases          17.9           29.6          31.5           52.1
   Taxes, other than income taxes                 12.8           17.2          28.2           34.3
   Interest and debt expense                      10.8           12.6          22.5           24.9
                                                ------         ------        ------        -------
         Total Costs and Expenses                370.1          447.7         767.1          847.8
                                                ------         ------        ------        -------

                                                  41.6           22.5         112.6           77.2
Other Income                                      17.9           50.4          47.2           65.7
                                                ------         ------        ------        -------

Income before Income Taxes                        59.5           72.9         159.8          142.9
Provision for Income Taxes                        17.9           22.2          48.0           44.3
                                                ------         ------        ------        -------

Net Income                                      $ 41.6         $ 50.7        $111.8        $  98.6
                                                ======         ======        ======        =======

Net Income per Common Share                     $  .87         $ 1.01        $ 2.32        $  1.95

Cash Dividends Declared per Common Share        $  .45         $  .41        $  .90        $   .82

Average Number of Shares Outstanding
   (thousands)                                  47,845         49,791        47,954         50,176


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

<PAGE>

<TABLE>

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

                                                                June 30,      December 31,
(Millions of dollars)                                              1997              1996
                                                               --------------------------

<S>                                                            <C>               <C>
ASSETS
Current Assets
   Cash                                                        $   76.7          $  120.9
   Notes and accounts receivable                                  273.5             374.4
   Inventories                                                    167.1             218.2
   Deposits and prepaid expenses                                   71.5              91.1
                                                               --------          --------
         Total Current Assets                                     588.8             804.6
                                                               --------          --------

Property, Plant, and Equipment                                  4,488.2           4,836.9
   Less reserves for depreciation,
      depletion, and amortization                               2,550.5           2,889.5
                                                               --------          --------
                                                                1,937.7           1,947.4
                                                               --------          --------

Investments and Other Assets                                      397.4             372.5
                                                               --------          --------

                                                               $2,923.9          $3,124.5
                                                               ========          ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Short-term borrowings                                       $   20.0          $   36.4
   Accounts payable                                               217.7             262.3
   Other current liabilities                                      211.8             186.0
                                                               --------          --------
         Total Current Liabilities                                449.5             484.7
                                                               --------          --------

Long-Term Debt                                                    468.6             625.9
                                                               --------          --------

Deferred Credits and Reserves                                     598.9             646.4
                                                               --------          --------

Stockholders' Equity
   Common stock, par value $1 - 150,000,000
      shares authorized, 54,035,727 shares issued at
      6-30-97 and 53,862,347 shares issued at 12-31-96             54.0              53.9
   Capital in excess of par value                                 342.0             334.2
   Preferred stock purchase rights                                   .5                .5
   Retained earnings                                            1,417.6           1,348.0
   Unrealized gain on available-for-sale securities                 4.4              11.6
   Common shares in treasury, at cost - 6,286,465
      shares at 6-30-97 and 5,568,815 at 12-31-96                (353.0)           (305.2)
   Deferred compensation                                          (58.6)            (75.5)
                                                               --------          --------
         Total Stockholders' Equity                             1,406.9           1,367.5
                                                               --------          --------

                                                               $2,923.9          $3,124.5
                                                               ========          ========

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>

<PAGE>

<TABLE>

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

<CAPTION>

                                                                       Six Months Ended
                                                                           June 30,
(Millions of dollar)                                                  1997           1996
                                                                    ---------------------
<S>                                                                 <C>            <C>
Operating Activities
Net income                                                          $111.8         $ 98.6
Adjustments to reconcile to net cash
   provided by operating activities -
      Depreciation, depletion, and amortization                      138.2          138.5
      Deferred income taxes                                           22.9           24.1
      Realized gain on available-for-sale securities                 (10.7)         (16.9)
      Noncash items affecting net income                              (8.2)          15.4
      Other net cash provided by operating activities                 77.1           30.6
                                                                     -----         ------
         Net Cash Provided by Operating Activities                   331.1          290.3
                                                                     -----         ------

Investing Activities
Capital expenditures                                                (156.9)        (206.4)
Proceeds from the sales of available-for-sale securities              12.4           19.5
Proceeds from sales of exploration and production assets              16.9           14.0
Other investing activities                                             9.9           16.1
                                                                     -----         ------
         Net Cash Used in Investing Activities                      (117.7)        (156.8)
                                                                    ------         ------


Financing Activities
Increase (decrease) in short-term borrowings                         (16.4)          17.0
Issuance of long-term debt                                               -           24.2
Purchase of treasury stock                                           (49.1)        (108.1)
Dividends paid                                                       (41.5)         (42.2)
Repayment of long-term debt                                         (158.5)         (35.8)
Other financing activities                                             7.9            7.7
                                                                     -----         ------
         Net Cash Used in Financing Activities                      (257.6)        (137.2)
                                                                    ------         ------

Net Increase (Decrease) in Cash and Cash Equivalents                 (44.2)          (3.7)

Cash and Cash Equivalents at Beginning of Period                     120.9           87.3
                                                                     -----         ------

Cash and Cash Equivalents at End of Period                           $76.7         $ 83.6
                                                                     =====         ======


The accompanying notes are an integral part of this statement.

</TABLE>


<PAGE>


                       KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                        JUNE 30, 1997



A.   The condensed  financial  statements  included herein have been prepared by
     the company,  without audit,  pursuant to the rules and  regulations of the
     Securities  and  Exchange  Commission  and, in the  opinion of  management,
     include all  adjustments,  consisting  only of normal  recurring  accruals,
     necessary to present  fairly the  resulting  operations  for the  indicated
     periods.  Certain information and footnote disclosures normally included in
     financial   statements  prepared  in  accordance  with  generally  accepted
     accounting principles have been condensed or omitted pursuant to such rules
     and  regulations.  Although the company  believes that the  disclosures are
     adequate to make the information presented not misleading,  it is suggested
     that these condensed  financial  statements be read in conjunction with the
     financial statements and the notes thereto included in the company's latest
     annual report on Form 10-K.

    In June  1997,  the  Financial  Accounting  Standards  Board  (FASB)  issued
    Statement  of  Financial  Accounting  Standards  (FAS) No.  130,  "Reporting
    Comprehensive  Income,"  effective for fiscal years beginning after December
    15, 1997, and FAS No. 131,  "Disclosures about Segments of an Enterprise and
    Related  Information,"   effective  for  financial  statements  for  periods
    beginning  after  December  15,  1997.  The  company  plans  to  adopt  both
    accounting standards as of January 1, 1998.

    FAS No.  130  requires  that  all  items  required  to be  recognized  under
    accounting  standards as components of comprehensive income be reported as a
    part of the basic financial  statements.  FAS No. 131 establishes  standards
    for  reporting  information  about  operating  segments in annual  financial
    statements and requires  selected  information  about operating  segments in
    interim  financial  reports  issued to  shareholders.  The  company  expects
    adoption  of the new  standards  will not  materially  affect the  company's
    reporting practices.

B.  After  adding  the  dilutive  effect of the  conversion  of  options  to the
    weighted  average number of shares  outstanding,  the shares used to compute
    net income per common share were  48,030,170  and  50,060,745  for the three
    months  ended  June 30,  1997 and 1996,  respectively,  and  48,167,812  and
    50,453,791 for the six months ended June 30, 1997 and 1996, respectively.

    In March  1997,  the FASB issued FAS No. 128,  "Earnings  per Share,"  which
    requires  the  calculation  of basic and diluted  earnings  per share (EPS).
    Basic EPS includes no dilution and is computed by dividing income  available
    to common  stockholders  by the  weighted-average  number  of common  shares
    outstanding  for the  period.  Diluted  earnings  per share is  computed  by
    dividing net income by the weighted average number of shares of common stock
    and common stock equivalents.  The statement is effective for periods ending
    after December 15, 1997, and does not allow for early adoption.  Restatement
    of prior years' EPS is required upon adoption. Had the company been required
    to adopt SFAS 128  currently,  basic earnings per share for the three months
    ended June 30, 1997 and 1996, would have been $.87 and $1.01,  respectively,
    and for the six months  ended June 30, 1997 and 1996,  would have been $2.33
    and  $1.96,  respectively.  Diluted  earnings  per  share for both the three
    months and six months ended June 30, 1997 and 1996,  would not have differed
    materially  from  basic  EPS.  The  company  expects  the  effect of the new
    standard on its EPS in future periods will be immaterial.

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)                    1997          1996
                                            -------------------

    Income taxes                            $13.8          $14.4
    Interest                                 28.2           30.9

D.  The  company  held  U.S.   government   obligations  and  equity  securities
    considered  to be available for sale at June 30, 1997 and December 31, 1996.
    These financial instruments are carried in the Consolidated Balance Sheet at
    fair value,  which is based on quoted  market  prices.  The company  held no
    securities  classified as held to maturity or trading  during the respective
    periods. At June 30, 1997 and December 31, 1996, these financial instruments
    were as follows:

<TABLE>

<CAPTION>

                                          June 30, 1997                    December 31, 1996
                                 -------------------------------      ------------------------------

                                                Gross Unrealized
                                  Fair            Holding Gains      Fair          Gross Unrealized
    (Millions of dollars)        Value   Cost       (Losses)         Value   Cost    Holding Gains

    <S>                          <C>     <C>          <C>            <C>     <C>          <C>  
    Equity Securities            $ 8.1   $ 1.0        $7.1           $21.9   $ 3.1       $18.8
    U.S. Government Obligations
        Maturing within one year   9.4     9.4           -            25.7    25.7           -
        Maturing between one
           and four years         16.4    16.5         (.1)              -      -            -
                                 -----  ------       -----           -----   -----       -----

               Total             $33.9   $26.9        $7.0           $47.6   $28.8       $18.8
                                 =====   =====        ====           =====   =====       =====
</TABLE>


    During 1997, the company sold equity  securities  considered to be available
    for sale. Proceeds from the sale during the 1997 second quarter totaled $7.7
    million,  resulting in a realized gain of $6.6 million  before income taxes.
    Proceeds  from the sale for the  first  six  months  of 1997  totaled  $12.4
    million,  resulting in a realized gain of $10.7 million before income taxes.
    The average cost of the  securities was used in computing the realized gain.
    During 1997,  the company  donated  50,000 shares of its  available-for-sale
    securities to the Kerr-McGee  Foundation  Corporation,  a tax-exempt  entity
    whose  purpose is to contribute to  not-for-profit  organizations.  The fair
    value  of  these  donated  shares  totaled  $3.2  million,   which  includes
    appreciation of $2.8 million before income taxes.

    The change in the equity component for unrealized  holding gains and losses,
    net of  income  taxes,  for the  first  six  months  of 1997 and 1996 was as
    follows:

                                                            Six Months Ended
                                                                June 30,
    (Millions of dollars)                                  1997           1996
                                                          --------------------

    Balance, January 1                                     $11.6         $25.9
        Net realized gains                                  (2.5)         (5.6)
        Net unrealized holding gains                          .5           4.0
                                                           -----         -----
    Balance, March 31                                        9.6          24.3
        Net realized gains                                  (4.3)         (5.5)
        Net appreciation of donated securities              (1.7)            -
        Net unrealized holding gains                          .8           1.2
                                                           -----         -----
    Balance, June 30                                       $ 4.4         $20.0
                                                           =====         =====

E.  Investments  in equity  affiliates  totaled $256.3 million at June 30, 1997,
    and $243.7  million at  December  31,  1996.  Equity  income  related to the
    investments  and included in Other Income in the  Consolidated  Statement of
    Income totaled $6.5 million and $2.3 million for the three months ended June
    30, 1997 and 1996, respectively,  and $16.0 million and $3.5 million for the
    six months ended June 30, 1997 and 1996, respectively.

F.  CONTINGENCIES

    WEST CHICAGO -

    In 1973, a wholly owned subsidiary,  Kerr-McGee Chemical Corporation (KMCC),
    closed  the  facility  located in West  Chicago,  Illinois,  that  processed
    thorium   ores.   Operations   resulted   in  some   low-level   radioactive
    contamination  at the site, and in 1979,  KMCC 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.  The  following  discusses  the current  status of various  matters
    associated with this closed facility.

    Decommissioning  - In 1994,  KMCC, the City of West Chicago (the City),  and
    the State reached agreement on Phase I of the  decommissioning  plan for the
    closed West Chicago facility.  Pursuant to the Phase I agreement, KMCC began
    shipping material from the site to a licensed permanent disposal facility in
    Utah during 1994.

    In February  1997,  KMCC executed an agreement with the City as to the terms
    and conditions for completing the final phase of  decommissioning  work, the
    bulk of which is  expected  to be  completed  about four to six years  after
    receiving the necessary license amendment.  The State has indicated approval
    of this agreement,  and KMCC expects the State to issue a license  amendment
    that will  enable KMCC to proceed  with the final  phase of  decommissioning
    work.

    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 are required to be reimbursed to KMCC as decommissioning  costs are
    incurred.  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.  Prior to the 1997 legislative  amendments,
    KMCC had been fully  reimbursed  for all  storage  fee  payments  previously
    assessed and paid.  As a result of the 1997  legislative  amendments  and as
    unreimbursed  decommissioning  costs exceeded storage assessments,  KMCC was
    not  required to pay the balance of the storage fee owed for 1997,  and KMCC
    does not expect to be required to make future storage fee payments.

    Pursuant  to Title X of the Energy  Policy Act of 1992 (Title X), the United
    States  Department  of Energy is  obligated  to  reimburse  KMCC for certain
    decommissioning  costs.  Title X was amended in 1996 to increase  the amount
    authorized  to $65 million plus  inflation  adjustments.  Through the second
    quarter of 1997,  KMCC has been reimbursed  approximately  $28 million under
    Title X. At June 30, 1997, the remaining  reserves to decommission  the site
    totaled $168 million (without regard to any further recovery under Title X),
    payable over the course of the decommissioning work.

    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 and has
    designated KMCC 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  area and  Reed-Keppler  Park),  which require KMCC to
    conduct  removal actions to excavate  contaminated  soils and ship the soils
    elsewhere for disposal. At June 30, 1997, the remaining reserves to clean up
    the  residential  area and  Reed-Keppler  Park totaled $18 million.  Without
    waiving any of its rights or  defenses,  KMCC has begun the cleanup of these
    two sites and anticipates completing the work within four years.

    Judicial  Proceedings  - In December  1996, a lawsuit was filed  against the
    company and its  subsidiary,  KMCC,  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
    recently has been removed to federal court and is being vigorously defended.

    SUMMARY -

    The plants and facilities of the company and its subsidiaries are subject to
    various environmental laws and regulations.  The company or its subsidiaries
    have been notified  that they may be  responsible  in varying  degrees for a
    portion of the costs to clean up  certain  waste  disposal  sites and former
    plant sites. At June 30, 1997, the remaining  reserves provided for the cost
    to investigate and/or remediate all presently  identified sites of former or
    current operations totaled $277 million, which included $186 million for the
    former West Chicago  facility,  the residential area and Reed-Keppler  Park.
    The ultimate  costs to  decommission  these sites are  difficult to estimate
    because of the numerous contingencies.  Actual costs could differ from those
    currently  estimated as information becomes available for sites that are not
    now included in the reserve,  if contamination is not as expected,  or field
    conditions or other variables differ  significantly  from those that are now
    assumed. Actual costs will be reduced by the amounts recoverable under Title
    X and other government  programs.  Expenditures  from inception through June
    30, 1997, totaled $372 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.  Because of continually changing laws and
    regulations,  the nature of the  company's  businesses,  and  pending  legal
    proceedings, it is not possible to reliably estimate the amount or timing of
    all future expenditures  relating to environmental and other  contingencies.
    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 outcomes of the above-noted  uncertainties.  Therefore,  it is
    possible that additional reserves could be required in the future that could
    have a material  effect on results of operations in a particular  quarter or
    annual period.  However,  the ultimate  resolution of these  commitments and
    contingencies,  to the extent not previously provided for, should not have a
    material adverse effect on the company's financial position.

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

Comparison of 1997 Results with 1996 Results

CONSOLIDATED OPERATIONS

Second-quarter  1997 net  income  totaled  $41.6  million,  compared  with  1996
second-quarter net income of $50.7 million.  Excluding unusual items, net income
was $31.1 million in the 1997 second quarter, compared with $45.4 million in the
same 1996  period.  For the first six  months of 1997,  net  income  was  $111.8
million,  compared with $98.6 million in the same 1996 period. Excluding unusual
items, net income for the first six months of 1997 totaled $99 million, compared
with $94.3 million in 1996.

Operating  profit  decreased 27% in the 1997 second  quarter,  compared with the
same 1996 period due to lower results from all three of the  company's  business
units.  Operating  profit for the first six months of 1997  declined 5% compared
with  the  same  1996  period  due to  lower  results  from  chemical  and  coal
operations,  partially  offset by  improved  results  from the  exploration  and
production  unit.  The  decline in  operating  profit for both  periods  was due
primarily to the lower production  resulting from an underground ignition at one
of the company's coal mines (full  production  resumed in mid-July),  lower coal
sales  prices,  lower crude oil and natural gas sales  volumes,  and lower sales
prices and higher  production  costs for  titanium  dioxide  pigment,  partially
offset by higher  natural gas sales prices,  lower  exploration  expense,  lower
operating  expense for the exploration  and production  unit, and higher pigment
sales  volumes.  Second-quarter  1997  nonoperating  expense  was  $.6  million,
compared  with $9.8  million for the 1996  quarter.  For the first six months of
1997, nonoperating expense was $.4 million,  compared with $25.1 million for the
same 1996 period.  The decrease in both periods was due  primarily to provisions
for settled and pending  litigation  in 1996,  lower  environmental  provisions,
higher equity income,  and lower  interest  expense,  partially  offset by lower
insurance settlements of certain claims related to environmental sites.

The  provision for income taxes was $17.9 million and $48 million for the second
quarter and first six months of 1997, respectively,  compared with $22.2 million
and $44.3 million for the respective  1996 periods.  The decrease for the second
quarter was due to lower pretax income.  The increase for the six months was due
to higher pretax income.

SEGMENT OPERATIONS

Following is a summary of sales and  operating  profit and a discussion of major
factors  influencing the results of each of the company's  business segments for
the second  quarter and first six months of 1997,  compared with the same period
last year.
<TABLE>
<CAPTION>

                                         Three Months Ended           Six Months Ended
                                               June 30,                    June 30,
(Millions of dollars)                    1997           1996          1997          1996
                                        --------------------        --------------------

<S>                                     <C>           <C>           <C>            <C>
Sales
    Exploration and production          $146.5        $205.6        $346.8         $395.4
    Chemicals                            189.0         173.2         372.4          348.4
    Coal                                  76.2          91.3         160.4          181.0
    Other                                   -             .1            .1             .2
                                        ------        ------        ------         ------
        Total                           $411.7        $470.2        $879.7         $925.0
                                        ======        ======        ======         ======

Operating Profit (Loss)
    Exploration and production          $ 32.5        $ 36.1        $100.5         $ 70.7
    Chemicals                             21.7          26.1          36.9           56.7
    Coal                                   5.7          18.2          21.0           36.2
    Other                                   .2           2.3           1.8            4.4
                                        ------        ------        ------         ------
        Total                             60.1          82.7         160.2          168.0
Nonoperating Income (Expense)              (.6)         (9.8)          (.4)         (25.1)
                                        ------        ------        ------         ------
Income before Income Taxes                59.5          72.9         159.8          142.9
Provision for Income Taxes                17.9          22.2          48.0           44.3
                                        ------        ------        ------         ------
Net Income                              $ 41.6        $ 50.7        $111.8         $ 98.6
                                        ======        ======        ======         ======

</TABLE>

Exploration and Production -

Operating profit for the second quarter of 1997 was $32.5 million, compared with
$36.1  million  for the same 1996  period.  Operating  profit  for the first six
months of 1997 and 1996 was  $100.5  million  and $70.7  million,  respectively.
Operating profit for the second quarter of 1997 decreased due to lower crude oil
and natural gas sales volumes and lower crude oil sales prices, partially offset
by lower operating and exploration expenses and higher natural gas sales prices.
The  increase  in  operating  profit for the first six months of 1997 was due to
higher  crude  oil  and  natural  gas  sales  prices  and  lower  operating  and
exploration expenses,  partially offset by lower crude oil and natural gas sales
volumes.

Revenues were $146.5  million and $205.6 million for the three months ended June
30, 1997 and 1996,  respectively,  and $346.8 million and $395.4 million for the
first six months of 1997 and 1996,  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 1997 and 1996.

<TABLE>
<CAPTION>

                                   Three Months Ended                   Six Months Ended
                                        June 30,        Increase            June 30,        Increase
                                    1997       1996    (Decrease)       1997       1996    (Decrease)
                                  -------------------------------       -----------------------------

<S>                               <C>        <C>           <C>        <C>        <C>           <C>
Crude oil sales
    (thousands of bbls/day)
        United States               25.1       27.3         (8)         25.2       27.2         (7)
        North Sea                   22.6       29.2        (23)         24.3       31.5        (23)
        China                       10.2        4.7        117           8.5        2.3        270
        Canada                         -        3.5         NM             -        3.9         NM
                                   -----     ------                    -----     ------
           Total proprietary sales  57.9       64.7        (11)         58.0       64.9        (11)
        Proportionate interest in
         equity affiliate's sales    7.4          -         NM           7.4          -         NM
                                   -----     ------                    -----     ------
             Total                  65.3       64.7          1          65.4       64.9          1
                                   =====     ======                    =====     ======

Average crude oil sales price
    (per barrel)
        United States             $17.48     $18.76         (7)       $19.19     $17.55          9
        North Sea                  17.19      18.69         (8)        19.49      17.69         10
        China                      16.52      18.48        (11)        18.16      18.48         (2)
        Canada                         -      19.16         NM             -      16.75         NM
           Average                $17.21     $18.73         (8)       $19.16     $17.61          9

Natural gas sold
    (MMCF/day)
        United States                163        198        (18)          173        193        (10)
        North Sea                     28         28          -            31         32         (3)
        Canada                         -         30         NM             -         32         NM
                                   -----     ------                    -----     ------
           Total proprietary sales   191        256        (25)          204        257        (21)
        Proportionate interest in
         equity affiliate's sales     59          -         NM            59          -         NM
                                   -----     ------                    -----     ------
             Total                   250        256         (2)          263        257          2
                                   =====     ======                    =====     ======

Average natural gas sales price
    (per MCF)
        United States              $2.11      $1.88         12         $2.47      $1.90         30
        North Sea                   2.26       2.33         (3)         2.65       2.41         10
        Canada                         -       1.04         NM             -       1.07         NM
           Average                 $2.13      $1.83         16         $2.49      $1.86         34


</TABLE>

Chemicals -

Second-quarter  1997 operating  profit totaled $21.7 million on revenues of $189
million,  compared with operating  profit of $26.1 million on revenues of $173.2
million  for the 1996  quarter.  For the  first  six  months  of 1997 and  1996,
operating profit was $36.9 million and $56.7 million,  respectively, on revenues
of $372.4  million and $348.4  million,  respectively.  Revenues  for the second
quarter and the first six months of 1997  increased due to higher  pigment sales
volumes,  partially  offset by lower pigment sales prices.  Operating profit for
both 1997  periods  decreased  due to lower  pigment  sales  prices,  and higher
operating  expense for pigment  operations  partially  offset by higher  pigment
sales volumes.

Coal -

Second-quarter  1997  operating  profit was $5.7  million,  compared  with $18.2
million for the same 1996 quarter.  For the first six months of 1997,  operating
profit was $21 million,  compared  with $36.2  million last year.  Revenues were
$76.2  million  and  $91.3  million  for the  second  quarter  of 1997 and 1996,
respectively,  and $160.4  million and $181  million for the first six months of
1997 and 1996,  respectively.  Revenues for the second quarter and the first six
months of 1997 declined  primarily due to lower sales volumes.  Operating profit
decreased for both 1997 periods  primarily due to the lower  revenues and higher
per-unit  production costs that resulted from an underground  ignition at one of
the company's mines.

Financial Condition

At June 30, 1997, the company's net working capital position was $139.3 million,
compared with $319.9  million at December 31, 1996. The current ratio was 1.3 to
1 at both June 30, 1997,  and June 30, 1996,  compared with 1.7 to 1 at December
31, 1996. The company's percentage of total debt to total capitalization was 26%
at June 30, 1997,  compared  with 35% at June 30, 1996,  and 33% at December 31,
1996.

The company had unused lines of credit and revolving  credit  facilities of $604
million at June 30, 1997.  Of this amount,  $255 million and $265 million can be
used to support commercial paper borrowings of Kerr-McGee Credit Corporation and
Kerr-McGee (U.K.) PLC, respectively.

Cash  capital  expenditures  for the first six  months  of 1997  totaled  $156.9
million, compared with $206.4 million for the same 1996 period.  Exploration and
production  expenditures,  principally in the Gulf of Mexico, the North Sea, and
offshore China,  were 53% of the total.  Chemical  expenditures  were 33% of the
total.  Management  anticipates that the cash  requirements for the next several
years  can  be  provided  through  internally   generated  funds  and  selective
long-and/or short-term borrowing.

During the 1997 second  quarter,  the company  purchased  254,000  shares of its
stock at a cost of $16 million. Since initiation of the stock repurchase program
in October 1995 through June 30, 1997, 4.7 million shares have been purchased at
a cost of $291 million.

                                 PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

        None

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

     (a)   Exhibits -

           27.0 Financial Data Schedule

     (b)   Reports on Form 8-K

           None

                                          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 14, 1997                             By:  (Deborah A. Kitchens)
     ---------------                                  ---------------------
                                                       Deborah A. Kitchens
                                                  Vice President and Controller
                                                  and Chief Accounting Officer