UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

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

For the Quarterly Period Ended September 30, 2000

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



|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

Registrant's telephone number, including area code

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 September 30, 2000: 94,327,600

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

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



|                                                | Three Months Ended |  | Nine Months Ended
|----------------------------------------------- | ------------------ |  | -----------------
|                                                | September 30,      |  | September 30,    
|(Millions of dollars, except per-share amounts) | 2000               |  | 1999             





|Sales                                                                                                | $1,089.3 |  | $752.5  |  | $2,959.6 |  | $1,895.6 
|---------------------------------------------------------------------------------------------------- | -------- |  | ------- |  | -------- |  | ---------
|                                                                                                     |          |  |         |  |          |  |          
|Costs and Expenses                                                                                   |          |  |         |  |          |  |          
|Costs and operating expenses                                                                         | 348.8    |  | 279.5   |  | 973.2    |  | 773.0    
|Selling, general and administrative expenses                                                         | 46.4     |  | 53.4    |  | 153.9    |  | 168.6    
|Depreciation and depletion                                                                           | 171.5    |  | 159.2   |  | 510.2    |  | 447.5    
|Exploration, including dry holes and                                                                 |          |  |         |  |          |  |          
|amortization of undeveloped leases                                                                   | 49.1     |  | 24.7    |  | 137.9    |  | 94.1     
|Taxes, other than income taxes                                                                       | 30.9     |  | 21.9    |  | 89.3     |  | 54.5     
|Provision for environmental remediation and     restoration of inactive sites, net of reimbursements | -        |  | -       |  | 90.0     |  | -        
|Purchased in-process research and development                                                        | -        |  | -       |  | 32.5     |  | -        
|Merger costs                                                                                         | -        |  | -       |  | -        |  | 155.1    
|Interest and debt expense                                                                            | 49.1     |  | 50.4    |  | 162.4    |  | 140.9    
|Total Costs and Expenses                                                                             | 695.8    |  | 589.1   |  | 2,149.4  |  | 1,833.7  
|                                                                                                     |          |  |         |  |          |  |          
|                                                                                                     | 393.5    |  | 163.4   |  | 810.2    |  | 61.9     
|Other Income (Loss)                                                                                  | 11.6     |  | (1.9)   |  | 53.7     |  | 26.1     
|                                                                                                     |          |  |         |  |          |  |          
|Income before Income Taxes                                                                           | 405.1    |  | 161.5   |  | 863.9    |  | 88.0     
|Taxes on Income                                                                                      | (140.5)  |  | (63.8)  |  | (304.2)  |  | (51.5)   
|                                                                                                     |          |  |         |  |          |  |          
|Income before Change in Accounting Principle                                                         | 264.6    |  | 97.7    |  | 559.7    |  | 36.5     
|Cumulative Effect of Change in Accounting Principle   (net of benefit for income taxes of $2.2)      | -        |  | -       |  | -        |  | (4.1)    
|                                                                                                     |          |  |         |  |          |  |          
|Net Income                                                                                           | $ 264.6  |  | $  97.7 |  | $ 559.7  |  | $    32.4
|                                                                                                     |          |  |         |  |          |  |          
|Net Income per Common Share                                                                          |          |  |         |  |          |  |          
|Basic -                                                                                              |          |  |         |  |          |  |          
|Income before cumulative effect of change                                                            |          |  |         |  |          |  |          
|in accounting principle                                                                              | $   2.81 |  | $ 1.13  |  | $   6.01 |  | $     .42
|Cumulative effect of change in accounting                                                            |          |  |         |  |          |  |          
|principle                                                                                            | -        |  | -       |  | -        |  | (.05)    
|                                                                                                     |          |  |         |  |          |  |          
|Total                                                                                                | $   2.81 |  | $ 1.13  |  | $   6.01 |  | $     .37
|                                                                                                     |          |  |         |  |          |  |          
|Diluted -                                                                                            |          |  |         |  |          |  |          
|Income before cumulative effect of change                                                            |          |  |         |  |          |  |          
|in accounting principle                                                                              | $   2.57 |  | $ 1.13  |  | $   5.62 |  | $     .42
|Cumulative effect of change in accounting                                                            |          |  |         |  |          |  |          
|principle                                                                                            | -        |  | -       |  | -        |  | (.05)    
|                                                                                                     |          |  |         |  |          |  |          
|Total                                                                                                | $   2.57 |  | $ 1.13  |  | $   5.62 |  | $    .37 

The accompanying notes are an integral part of this statement.

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

|                      | September 30, | December 31,
|--------------------- | ------------- | ------------
|(Millions of dollars) | 2000          | 1999        

|ASSETS                                           |            |  |           
|------------------------------------------------ | ---------- |  | ----------
|Current Assets                                   |            |  |           
|Cash                                             | $   174.8  |  | $   266.6 
|Notes and accounts receivable                    | 673.1      |  | 500.9     
|Inventories                                      | 342.8      |  | 280.9     
|Deposits and prepaid expenses                    | 108.6      |  | 112.2     
|Total Current Assets                             | 1,299.3    |  | 1,160.6   
|                                                 |            |  |           
|Property, Plant and Equipment                    | 12,321.4   |  | 11,049.3  
|Less reserves for depreciation,                  |            |  |           
|depletion and amortization                       | 7,240.3    |  | 6,964.4   
|                                                 | 5,081.1    |  | 4,084.9   
|                                                 |            |  |           
|Investments and Other Assets                     | 940.6      |  | 653.7     
|                                                 |            |  |           
|                                                 | $7,321.0   |  | $5,899.2  
|                                                 |            |  |           
|LIABILITIES AND STOCKHOLDERS' EQUITY             |            |  |           
|Current Liabilities                              |            |  |           
|Short-term borrowings                            | $      4.1 |  | $      9.0
|Accounts payable                                 | 387.4      |  | 403.7     
|Long-term debt due within one year               | 175.2      |  | 20.1      
|Other current liabilities                        | 655.2      |  | 407.3     
|Total Current Liabilities                        | 1,221.9    |  | 840.1     
|                                                 |            |  |           
|Long-Term Debt                                   | 2,399.7    |  | 2,496.0   
|                                                 |            |  |           
|Deferred Credits and Reserves                    | 1,342.8    |  | 1,070.7   
|                                                 |            |  |           
|Stockholders' Equity                             |            |  |           
|Common stock, par value $1 - 300,000,000         |            |  |           
|shares authorized, 101,259,590 shares issued at  |            |  |           
|9-30-00 and 93,494,186 shares issued at 12-31-99 | 101.3      |  | 93.5      
|Capital in excess of par value                   | 1,647.3    |  | 1,284.0   
|Preferred stock purchase rights                  | .9         |  | .5        
|Restricted stock                                 | 5.0        |  | .2        
|Retained earnings                                | 992.3      |  | 576.0     
|Accumulated other comprehensive income           | 89.2       |  | 45.4      
|Common shares in treasury, at cost - 6,931,990   |            |  |           
|shares at 9-30-00 and 7,010,790 at 12-31-99      | (383.4)    |  | (387.8)   
|Deferred compensation                            | (96.0)     |  | (119.4)   
|Total Stockholders' Equity                       | 2,356.6    |  | 1,492.4   
|                                                 |            |  |           
|                                                 | $7,321.0   |  | $5,899.2  

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.

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

|                                                              | Nine Months Ended
|------------------------------------------------------------- | -----------------
|                                                              | September 30,    
|(Millions of dollars)                                         | 2000             
|                                                              |                  
|Operating Activities                                          |                  
|Net income                                                    | $  559.7         
|Adjustments to reconcile net income to net cash               |                  
|provided by operating activities -                            |                  
|Depreciation, depletion and amortization                      | 548.4            
|Dry hole costs                                                | 53.1             
|Deferred income taxes                                         | (73.0)           
|Purchased in-process research and development                 | 32.5             
|Provision for environmental remediation and                   |                  
|restoration of inactive sites, net of reimbursement           | 90.0             
|(Gain) loss on sale and retirement of assets                  | 4.1              
|Noncash items affecting net income                            | 37.0             
|Other net cash used in operating activities                   | (14.7)           
|Net Cash Provided by Operating Activities                     | 1,237.1          
|                                                              |                  
|Investing Activities                                          |                  
|Capital expenditures                                          | (456.5)          
|Acquisitions                                                  | (999.4)          
|Other investing activities                                    | 7.3              
|Net Cash Used in Investing Activities                         | (1,448.6)        
|                                                              |                  
|Financing Activities                                          |                  
|Issuance of long-term debt                                    | 841.3            
|Repayment of long-term debt                                   | (965.5)          
|Decrease in short-term borrowings                             | (4.9)            
|Issuance of common stock                                      | 374.9            
|Dividends paid                                                | (123.6)          
|Other financing activities                                    | -                
|Net Cash Provided by Financing Activities                     | 122. 2           
|                                                              |                  
|Effects of Exchange Rate Changes on Cash and Cash Equivalents | (2.5)            
|                                                              |                  
|Net Increase (Decrease) in Cash and Cash Equivalents          | (91.8)           
|                                                              |                  
|Cash and Cash Equivalents at Beginning of Period              | 266.6            
|                                                              |                  
|Cash and Cash Equivalents at End of Period                    | $  174.8         

The accompanying notes are an integral part of this statement.

KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000

|A.                    | The condensed financial statements included herein have been prepared by the company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission and, in the opinion of
management, include all adjustments, consisting only of normal recurring accruals, necessary to present fairly the resulting operations for the indicated periods. Certain information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Although the company believes that the disclosures are adequate to make the information presented not misleading,
it is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the company's latest annual report on Form 10-K.
|--------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|B.                    | Effective January 1, 1999, the company adopted Statement of Position (SOP) No. 98-5, "Reporting on the Costs of Start-Up Activities." The SOP requires costs of start-up activities to be expensed as incurred.
Unamortized start-up costs at the beginning of the year were required to be recognized as cumulative effect of a change in accounting principle, which increased the 1999 nine-month after-tax loss by $4.1 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                      | In June 1998, the Financial Accounting Standards Board issued Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities." The statement requires recording all derivative instruments as
assets or liabilities, measured at fair value. The standard is effective for fiscal years beginning after June 15, 2000. The company has conducted an inventory of its derivative instruments and is assessing the applicability of FAS 133 to the exposures.
Efforts continue to identify all derivatives, document hedging strategies and determine methods of addressing effectiveness of the hedges. Management continues to believe that the standard will not have a material impact on the company's results of
operations due to the limited amount of derivative and hedging activities in which the company engages.                                                                                       
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                      | In September 2000, the Emerging Issues Task Force (EITF) reached a final consensus on Issue 00-10, "Accounting for Shipping and Handling Fees and Costs," effective for the company's fourth quarter of 2000. The
consensus on the issue requires amounts billed to a customer for shipping and handling to be classified as revenue in the income statement. Also, the classification of the costs incurred to provide the shipping and handling service should generally be
included in cost of sales; however, if such costs are not part of cost of sales, disclosure must be made of the amount of such costs and the line item on the income statement in which the costs are included. Upon adoption, restatement of prior years'
statements will be required. Management is currently assessing the impact of the EITF issue on the company's income statement classification.                                               
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|C.                    | Net cash provided by operating activities reflects cash payments for income taxes and interest as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                      | Nine Months Ended                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                      | September 30,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(Millions of dollars) | 2000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 





|Income tax payments     | $203.0 |  | $  74.8 | 
|----------------------- | ------ |  | ------- | 
|Less refunds received   | (33.9) |  | (60.0)  | 
|Net income tax payments | $169.1 |  | $  14.8 | 
|                        |        |  |         | 
|Interest payments       | $138.0 |  | $121.4  | 





|D. | During the third quarter of 2000 and 1999, comprehensive income was $248.7 million and $220.4 million, respectively. For the nine months ended September 30, 2000 and 1999, comprehensive income was $603.5
million and $139.9 million, respectively.                                                                                                                                                                                                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | The company has certain investments that are considered to be available for sale. The company also has debt that is exchangeable into equity securities of an investee that are considered available for sale.
These financial instruments are carried in the Consolidated Balance Sheet at fair value, which is based on quoted market prices. The company had no securities classified as held to maturity or trading at September 30, 2000, or December 31, 1999. At
September 30, 2000, and December 31, 1999, available-for-sale securities for which fair value can be determined are as follows:

| | September 30, 2000 |      | December 31, 1999
| | ------------------ | ---- | -----------------
| |                    |      | Gross            
| |                    |      | Unrealized       
| | Fair               |      | Holding          
| | Value              | Cost | Gain (Loss)      



|Equity Securities             | $598.7 | 208.8 |  | $389.9  |  | $327.2 | $208.8 |  | $118.4
|----------------------------- | ------ | ----- |  | ------- |  | ------ | ------ |  | ------
|Exchangeable debt             | 507.4  | 330.3 |  | (177.1) |  | 327.2  | 330.3  |  | 3.1   
|U.S. government obligations - |        |       |  |         |  |        |        |  |       
|Maturing within one year      | 1.8    | 1.8   |  | -       |  | 4.7    | 4.7    |  | -     
|Maturing between one year     |        |       |  |         |  |        |        |  |       
|and four years                | 4.3    | 4.3   |  | -       |  | 11.1   | 10.9   |  | .2    
|Total                         |        |       |  | $212.8  |  |        |        |  | $121.7



|E. | Investments in equity affiliates totaled $59.4 million at September 30, 2000, and $59 million at December 31, 1999. Equity income related to the investments is included in Other Income in the Consolidated
Statement of Income and totaled $6.3 million and $4.1 million for the three months ended September 30, 2000 and 1999, respectively. For the first nine months of 2000, equity income totaled $19.8 million, compared with $11.2 million for the same 1999 period.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|F. | The following tables set forth the computation of basic and diluted earnings per share (EPS) for the three-month and nine-month periods ended September 30, 2000 and 1999.                                                                                                                                                                                                                                                                                                    



|                     | For the Three Months Ended September 30,
|-------------------- | ----------------------------------------
|                     | 2000                                    
|(In millions, except |                                         
|per-share amounts)   | Income                                  



|                               |        |  |       |  |       |  |       |  |      |  |      
|------------------------------ | ------ |  | ----- |  | ----- |  | ----- |  | ---- |  | -----
|Basic EPS                      | $264.6 |  | 94.3  |  | $2.81 |  | $97.7 |  | 86.4 |  | $1.13
|                               |        |  |       |  |       |  |       |  |      |  |      
|Effect of Dilutive Securities: |        |  |       |  |       |  |       |  |      |  |      
|5 1/4% convertible deb.        | 5.3    |  | 9.8   |  |       |  | -     |  | -    |  |      
|7 1/2% convertible deb.        | 2.2    |  | 1.7   |  |       |  | -     |  | -    |  |      
|Stock options                  | -      |  | .2    |  |       |  | -     |  | .2   |  |      
|Diluted EPS                    | $272.1 |  | 106.0 |  | $2.57 |  | $97.7 |  | 86.6 |  | $1.13





|                     | For the Nine Months Ended September 30,
|-------------------- | ---------------------------------------
|                     | 2000                                   
|(In millions, except |                                        
|per-share amounts)   | Income                                 



|                               |        |  |       |  |       |  |       |  |      |  |     
|------------------------------ | ------ |  | ----- |  | ----- |  | ----- |  | ---- |  | ----
|Basic EPS                      | $559.7 |  | 93.1  |  | $6.01 |  | $32.4 |  | 86.4 |  | $.37
|                               |        |  |       |  |       |  |       |  |      |  |     
|Effect of Dilutive Securities: |        |  |       |  |       |  |       |  |      |  |     
|5 1/4% convertible deb.        | 13.6   |  | 8.3   |  |       |  | -     |  | -    |  |     
|7 1/2% convertible deb.        | 6.8    |  | 1.7   |  |       |  | -     |  | -    |  |     
|Stock options                  | -      |  | .2    |  |       |  | -     |  | -    |  |     
|Diluted EPS                    | $580.1 |  | 103.3 |  | $5.62 |  | $32.4 |  | 86.4 |  | $.37



|G. | On January 18, 2000, the company completed the acquisition of Repsol S.A.'s upstream United Kingdom North Sea operations for $555 million. During the second quarter of 2000, the company finalized the
agreements with Kemira Oyj of Finland to purchase its titanium dioxide pigment operations in Savannah, Ga., and Botlek, Netherlands, for $403 million. The acquisitions were accounted for using the purchase method of accounting for business combinations.
In accordance with the purchase agreement, the results of operations from the purchased Repsol assets have been reported in the company's income statement beginning January 1, 2000. The Savannah and Botlek pigment operating results have been included in
the company's income statement beginning April 1 and May 1, 2000, respectively. The following table provides selected pro-forma information as if the operations had been combined as of January 1, 1999.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | Pro-Forma Results
| | -----------------
| |                  
| |                  





|Sales                |  | $3,049.8 |  | $867.4 |  | $2,210.3
|-------------------- |  | -------- |  | ------ |  | --------
|                     |  |          |  |        |  |         
|Net Income           |  | $551.1   |  | $102.0 |  | $42.4   
|                     |  |          |  |        |  |         
|Earnings per Share -
|Basic                |  | $5.97    |  | $1.18  |  | $.49    
|Diluted              |  | $5.57    |  | $1.18  |  | $.49    



|H. | CONTINGENCIES         
|-- | ----------------------
|   | West Chicago, Illinois



| | In 1973, a wholly owned subsidiary, Kerr-McGee Chemical Corporation, now Kerr-McGee Chemical LLC (Chemical), closed the facility in West Chicago, Illinois, that processed thorium ores. Historical operations
had resulted in low-level radioactive contamination at the facility and in the surrounding areas. In 1979, Chemical filed a plan with the Nuclear Regulatory Commission (NRC) to decommission the facility. In 1990, the NRC transferred jurisdiction over the
facility to the State of Illinois (the State). Following is the current status of various matters associated with the closed facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Closed Facility - In 1994, Chemical, the City of West Chicago (the City) and the State reached agreement on the initial phase of the decommissioning plan for the closed West Chicago facility, and Chemical
began shipping material from the site to a licensed permanent disposal facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | In February 1997, Chemical executed an agreement with the City covering the terms and conditions for completing the final phase of decommissioning work. The State has indicated approval of the agreement and
has issued license amendments authorizing much of the work. Chemical expects most of the work to be completed within the next four years, leaving principally only groundwater remediation and/or monitoring for subsequent years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | In 1992, the State enacted legislation imposing an annual storage fee equal to $2 per cubic foot of byproduct material located at the closed facility. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Vicinity Areas - The United States Environmental Protection Agency (EPA) has listed four areas in the vicinity of the closed West Chicago facility on the National Priority List promulgated by EPA under
authority of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) and has designated Chemical as a potentially responsible party in these four areas. Two of the four areas presently are being studied to determine the
extent of contamination and the nature of any remedy. These two areas are known as the Sewage Treatment Plant and Kress Creek. The scope of the required cleanup for these two areas has not been determined. EPA previously issued unilateral administrative
orders for the other two areas (known as the residential areas and Reed-Keppler Park), which require Chemical to conduct removal actions to excavate contaminated soils and ship the soils elsewhere for disposal. Without waiving any of its rights or
defenses, Chemical is conducting the work required by the two orders. Chemical has substantially completed the required excavation and restoration work at the park site, and will be monitoring the site pending final EPA approval.
| | 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. In August 2000,
the court approved a settlement that resolves the litigation on a class-wide basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Government Reimbursement - Pursuant to Title X of the Energy Policy Act of 1992 (Title X), the U.S. Department of Energy is obligated to reimburse Chemical for certain decommissioning and cleanup costs in
recognition of the fact that much of the facility's production was dedicated to United States government contracts. Title X was amended in 1998 to increase the amount authorized for reimbursement to $140 million plus inflation adjustments. Through
September 30, 2000, Chemical has been reimbursed approximately $115 million under Title X. These reimbursements are provided by congressional appropriations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Other Matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | The company and/or its subsidiaries are parties to a number of legal and administrative proceedings involving environmental and/or other matters pending in various courts or agencies. These include proceedings
associated with facilities currently or previously owned, operated or used by the company, its subsidiaries, and/or their predecessors, and include claims for personal injuries and property damages. The company's current and former operations also involve
management of regulated materials and are subject to various environmental laws and regulations. These laws and regulations will obligate the company and/or its subsidiaries to clean up various sites at which petroleum and other hydrocarbons, chemicals,
low-level radioactive substances and/or other materials have been disposed of or released. Some of these sites have been designated Superfund sites by EPA pursuant to CERCLA.                                                                                                                                                                                                                                                                                                      
| | The company provides for costs related to contingencies when a loss is probable and the amount is reasonably estimable. It is not possible for the company to reliably estimate the amount and timing of all
future expenditures related to environmental and legal matters and other contingencies because:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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| | As of September 30, 2000, the company has reserves totaling $232 million for cleaning up and remediating environmental sites, reflecting the reasonably estimable costs for addressing these sites. This includes
$121 million for the West Chicago sites. Cumulative expenditures at all environmental sites through September 30, 2000, total $759 million. Management believes, after consultation with General Counsel, that currently the company has reserved adequately
for the reasonably estimable costs of contingencies. However, additions to the reserves may be required as additional information is obtained that enables the company to better estimate its liabilities, including liability at sites now under review,
though the company cannot now reliably estimate the amount of future additions to the reserves.                                                                                                                                                                                                                                                                                                                                                                                            



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

Comparison of 2000 Results with 1999 Results

CONSOLIDATED OPERATIONS

Third-quarter 2000 net income totaled $264.6 million, compared with $97.7 million for the same 1999 period. Net income for the first nine months of 2000 totaled $559.7 million, compared with $32.4 million a year earlier. Operating
profit totaled $458.6 million in the 2000 third quarter, compared with $239.1 million in the 1999 quarter. Operating profit for the first nine months of 2000 was $1,121 million, compared with $422.9 million in the same 1999 period. The record operating
profit for both the 2000 quarter and nine-month period reflects significantly higher crude oil and natural gas sales prices, higher titanium dioxide pigment sales volumes and lower pigment production costs. Partially offsetting for both periods were
higher exploration and production operating expense, higher exploration expense and lower natural gas sales volumes. The higher operating profit for the nine-month period was also partially offset by the write-off of purchased in-process research and
development associated with the acquisition of the Savannah, Ga., pigment plant.

Other expense for the third quarter of 2000 totaled $53.5 million, compared with $77.6 million in the same 1999 period. The decrease was primarily due to foreign currency transaction gains compared with 1999 losses, lower litigation
and employee benefit accruals, higher equity income and lower net interest expense, partially offset by losses on sale of assets compared with 1999 gains. Other expense for the first nine months of 2000 was $257.1 million, compared with $334.9 million for
the 1999 period. The decrease was due primarily to 1999 merger costs, higher foreign currency transaction gains, higher 1999 employee benefit accruals and higher equity income, partially offset by higher environmental provisions, costs associated with
certain chemical facility closings and product line discontinuations, losses on sale of assets compared with 1999 gains and higher net interest expense.

The income tax provision was $140.5 million for the 2000 third quarter, compared with $63.8 million for the 1999 period. The income tax provision for the first nine months of 2000 was $304.2 million, compared with $51.5 million for the
1999 period. The provision for the first nine months of 1999 included a $44.6 million tax benefit related to the $155.1 million in merger costs.

SEGMENT OPERATIONS

Following is a summary of sales and operating profit and a discussion of major factors influencing the results of each of the company's business segments for the third quarter and the first nine months of 2000, compared with the
same periods last year.

|                      | Three Months Ended |  | Nine Months Ended
|--------------------- | ------------------ |  | -----------------
|                      | September 30,      |  | September 30,    
|(Millions of dollars) | 2000               |  | 1999             



|Sales                                     |           |  |         |  |           |  |          
|----------------------------------------- | --------- |  | ------- |  | --------- |  | ---------
|Exploration and production                | $   745.4 |  | $510.2  |  | $2,047.7  |  | $1,215.8 
|Chemicals - Pigment                       | 286.2     |  | 184.3   |  | 747.0     |  | 509.9    
|Chemicals - Other                         | 57.5      |  | 58.0    |  | 164.6     |  | 169.7    
|                                          | 1,089.1   |  | 752.5   |  | 2,959.3   |  | 1,895.4  
|All other                                 | .2        |  | -       |  | .3        |  | .2       
|Total Sales                               | $1,089.3  |  | $752.5  |  | $2,959.6  |  | $1,895.6 
|                                          |           |  |         |  |           |  |          
|Operating Profit                          |           |  |         |  |           |  |          
|Exploration and production                | $   405.6 |  | $209.5  |  | $1,022.2  |  | $   331.3
|Chemicals - Pigment                       | 47.3      |  | 25.1    |  | 85.6      |  | 81.8     
|Chemicals - Other                         | 5.7       |  | 4.5     |  | 13.2      |  | 9.8      
|Total Operating Profit                    | 458.6     |  | 239.1   |  | 1,121.0   |  | 422.9    
|                                          |           |  |         |  |           |  |          
|Other Expense                             | (53.5)    |  | (77.6)  |  | (257.1)   |  | (334.9)  
|                                          |           |  |         |  |           |  |          
|Income before Income Taxes                | 405.1     |  | 161.5   |  | 863.9     |  | 88.0     
|                                          |           |  |         |  |           |  |          
|Taxes on Income                           | (140.5)   |  | (63.8)  |  | (304.2)   |  | (51.5)   
|Income before Change in                   |           |  |         |  |           |  |          
|Accounting Principle                      | 264.6     |  | 97.7    |  | 559.7     |  | 36.5     
|                                          |           |  |         |  |           |  |          
|Cumulative Effect of Change in Accounting |           |  |         |  |           |  |          
|Principle, Net of Income Taxes            | -         |  | -       |  | -         |  | (4.1)    
|                                          |           |  |         |  |           |  |          
|Net Income                                | $   264.6 |  | $  97.7 |  | $   559.7 |  | $    32.4

Exploration and Production -

Third-quarter 2000 operating profit was $405.6 million, compared with $209.5 million for the same 1999 quarter. Operating profit for the first nine months of 2000 and 1999 was $1,022.2 million and $331.3 million, respectively.
Operating profit for both 2000 periods was higher due primarily to higher crude oil and natural gas sales prices, partially offset by higher production costs, higher exploration expense and lower natural gas sales volumes. The higher operating profit for
the 2000 third quarter was also partially offset by lower crude oil sales volumes. Operating profit for the first nine months of 2000 benefited from higher crude oil sales volumes, offset by higher depreciation and depletion expense.

Revenues were $745.4 million and $510.2 million for the three months ended September 30, 2000 and 1999, respectively, and $2,047.7 million and $1,215.8 million for the first nine months of 2000 and 1999, respectively. The
following table shows the company's average crude oil and natural gas sales prices and volumes for both the third quarter and first nine months of 2000 and 1999.

| | Three Months Ended |      | Nine Months Ended
| | ------------------ | ---- | -----------------
| | September 30,      |      | September 30,    
| | 2000               | 1999 |                  



|Crude oil and condensate sales             |        |  |        |  |        |  |       
|------------------------------------------ | ------ |  | ------ |  | ------ |  | ------
|(thousands of bbls/day)                    |        |  |        |  |        |  |       
|Domestic                                   |        |  |        |  |        |  |       
|Offshore                                   | 57.1   |  | 63.4   |  | 57.4   |  | 58.4  
|Onshore                                    | 16.5   |  | 18.5   |  | 16.9   |  | 18.6  
|North Sea                                  | 111.9  |  | 108.1  |  | 117.9  |  | 107.4 
|Other International                        | 16.5   |  | 15.2   |  | 14.5   |  | 15.6  
|Total                                      | 202.0  |  | 205.2  |  | 206.7  |  | 200.0 
|                                           |        |  |        |  |        |  |       
|Average crude oil sales price (per barrel) |        |  |        |  |        |  |       
|Domestic                                   |        |  |        |  |        |  |       
|Offshore                                   | $28.15 |  | $18.21 |  | $26.36 |  | $14.31
|Onshore                                    | 30.39  |  | 20.25  |  | 28.61  |  | 15.80 
|North Sea                                  | 29.73  |  | 20.51  |  | 27.47  |  | 15.92 
|Other International                        | 26.02  |  | 16.03  |  | 25.10  |  | 12.55 
|Average                                    | $29.04 |  | $19.57 |  | $27.09 |  | $15.28
|                                           |        |  |        |  |        |  |       
|Natural gas sold (MMCF/day)                |        |  |        |  |        |  |       
|Domestic                                   |        |  |        |  |        |  |       
|Offshore                                   | 291    |  | 345    |  | 294    |  | 356   
|Onshore                                    | 173    |  | 171    |  | 173    |  | 167   
|North Sea                                  | 63     |  | 50     |  | 68     |  | 50    
|Total                                      | 527    |  | 566    |  | 535    |  | 573   
|                                           |        |  |        |  |        |  |       
|Average natural gas sales price (per MCF)  |        |  |        |  |        |  |       
|Domestic                                   |        |  |        |  |        |  |       
|Offshore                                   | $4.38  |  | $2.63  |  | $3.51  |  | $2.16 
|Onshore                                    | 4.46   |  | 2.69   |  | 3.68   |  | 2.17  
|North Sea                                  | 2.09   |  | 1.70   |  | 2.03   |  | 2.18  
|Average                                    | $4.13  |  | $2.64  |  | $3.38  |  | $2.28 

Chemicals - Pigment

Third-quarter 2000 operating profit was $47.3 million on revenues of $286.2 million, compared with $25.1 million on revenues of $184.3 million for the same 1999 period. For the first nine months of 2000 and 1999, operating profit was
$85.6 million and $81.8 million, respectively, on revenues of $747 million and $509.9 million, respectively.

Revenues for both 2000 periods increased due to higher sales volumes as a result of the impact of the company's plant acquisitions in Savannah, Ga., and Botlek, Netherlands, and higher production from the facility in Hamilton, Miss.
Third-quarter 2000 revenues also benefited from higher sales prices while the year-to-date average sales prices in 2000 were lower than in the same period of 1999. The decrease in the year-to-date 2000 sales prices was primarily due to the decline in the
average exchange rate for the Euro from 1999 to 2000. Operating profit for both 2000 periods increased due to higher revenues and lower per-unit production costs. Operating profit for the first nine months of 2000 was negatively impacted by the costs of
purchased in-process research and development and transition costs associated with acquisitions.

Chemicals - Other

Operating profit in the 2000 third quarter was $5.7 million on revenues of $57.5 million, compared with operating profit of $4.5 million on revenues of $58 million for the 1999 period. For the first nine months of 2000 and 1999,
operating profit was $13.2 million and $9.8 million, respectively, on revenues of $164.6 million and $169.7 million, respectively. Revenues and operating profit for both 2000 periods increased primarily due to higher electrolytic and specialty product
sales prices.

Financial Condition

At September 30, 2000, the company's net working capital position was $77.4 million, compared with $269.9 million at September 30, 1999, and $320.5 million at December 31, 1999. The current ratio was 1.1 to 1 at September 30, 2000,
compared with 1.3 to 1 at September 30, 1999, and 1.4 to 1 at December 31, 1999. The company's percentage of net debt (debt less cash) to capitalization was 50% at September 30, 2000, compared with 60% at December 31, 1999.

During the third quarter of 2000, Kerr-McGee Corporation and Kerr-McGee Oil & Gas Corporation, a wholly owned subsidiary, entered into a 5-year lease commitment with Kerr-McGee Boomvang Business Trust. The trust was created to
construct an independent spar production platform that will be used in the development of the Gulf of Mexico Boomvang field in which the company has a 30% working interest. The construction of the platform is being financed by a $77.5 million synthetic
lease credit facility between the trust and a group of financial institutions. In addition, in the second quarter of 2000, the company entered into a similar arrangement with Kerr-McGee Nansen Business Trust to construct a platform to be used in the
development of the Nansen field in which the company has a 50% working interest. The construction of that platform is being financed by a $137.2 million synthetic lease credit facility. The company is obligated to make lease payments in amounts sufficient
to pay interest at varying rates on both of the financings. After construction, the company has committed to enter into operating leases for these floating platforms.

The company had unused lines of credit and revolving credit facilities of $1,510 million at September 30, 2000. Of this amount, $885 million and $392 million can be used to support commercial paper borrowings of Kerr-McGee Credit LLC
and Kerr-McGee Oil (U.K.) PLC, respectively.

Cash capital expenditures for the first nine months of 2000, excluding acquisitions, totaled $456.5 million, compared with $387.6 million for the same period last year. Exploration and production expenditures, principally in the Gulf
of Mexico and North Sea, were 85% of the 2000 total. Chemical - pigment expenditures were 11% of the 2000 total. Chemical - other and corporate incurred the remaining 4% of the expenditures. Management anticipates that the cash requirements for the next
several years can be provided through internally generated funds and selective borrowings.

Forward-Looking Information

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



PART II - OTHER INFORMATION

|Item 1. | Legal Proceedings.                                                                                                                                                                    
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | For a previously reported legal proceeding, see Item 1. of Form 10-Q for the quarter ended June 30, 2000. See also Note H. to the consolidated financial statements in this Form 10-Q.

|Item 6. | Exhibits and Reports on Form 8-K.                                                                                                                                                                   
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)     | Exhibits -                                                                                                                                                                                          
|        | Exhibit No.                                                                                                                                                                                         
|        | 27.0        Financial Data Schedule                                                                                                                                                                 
|(b)     | Reports on Form 8-K                                                                                                                                                                                 
|        | Current report on Form 8-K dated October 17, 2000, and filed October 18, 2000, for purposes of reporting under Item 5, the date of the company's third-quarter earnings release and conference call.
|        | Current report on Form 8-K dated October 25, 2000, and filed October 26, 2000, for purposes of reporting under Item 5, the company's third-quarter 2000 financial and operating results.            

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



KERR-McGEE CORPORATION

|Date  November 6, 2000 | By: | (Deborah A. Kitchens)        
|---------------------- | --- | -----------------------------
|                       |     | Deborah A. Kitchens          
|                       |     | Vice President and Controller
|                       |     | and Chief Accounting Officer