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 March 31, 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 April 30,
1997:  47,935,629


<PAGE>

                                             
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

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



                                                             Three Months Ended
                                                                  March 31,
(Millions of dollars, except per-share amounts)               1997          1996
                                                            --------------------

Sales                                                       $468.0        $454.8
                                                            ------        ------

Costs and Expenses
   Costs and operating expenses                              258.1         250.2
   Selling, general, and administrative expenses              29.3          32.4
   Depreciation and depletion                                 68.9          65.6
   Exploration, including dry holes and
      amortization of undeveloped leases                      13.6          22.5
   Taxes, other than income taxes                             15.4          17.1
   Interest and debt expense                                  11.7          12.3
                                                            ------         -----
         Total Costs and Expenses                            397.0         400.1
                                                            ------         -----

                                                              71.0          54.7
Other Income                                                  29.3          15.3
                                                            ------         -----

Income before Income Taxes                                   100.3          70.0
Provision for Income Taxes                                    30.1          22.1
                                                            ------         -----

Net Income                                                  $ 70.2         $47.9
                                                            ======         =====

Net Income per Common Share                                 $ 1.45         $ .94
                                                            ======         =====

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

Average Number of Shares Outstanding (thousands)            48,064        50,562



The accompanying notes are an integral part of this statement.





<PAGE>

<TABLE>

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

<CAPTION>

                                                              March 31,      December 31,
(Millions of dollars)                                              1997              1996
                                                              ---------------------------
<S>                                                            <C>               <C> 
ASSETS
Current Assets
   Cash                                                        $  155.0          $  120.9
   Notes and accounts receivable                                  321.7             374.4
   Inventories                                                    189.5             218.2
   Deposits and prepaid expenses                                   91.2              91.1
                                                               --------          --------
         Total Current Assets                                     757.4             804.6
                                                               --------          --------

Property, Plant, and Equipment                                  4,498.8           4,836.9
   Less reserves for depreciation,
      depletion, and amortization                               2,574.2           2,889.5
                                                               --------          --------
                                                                1,924.6           1,947.4
                                                               --------          --------

Investments and Other Assets                                      390.8             372.5
                                                               --------          --------

                                                               $3,072.8          $3,124.5
                                                               ========          ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Short-term borrowings                                       $   21.9          $   36.4
   Accounts payable                                               220.9             262.3
   Other current liabilities                                      184.7             186.0
                                                               --------          --------
         Total Current Liabilities                                427.5             484.7
                                                               --------          --------

Long-Term Debt                                                    626.5             625.9
                                                               --------          --------

Deferred Credits and Reserves                                     614.4             646.4
                                                               --------          --------

Stockholders' Equity
   Common stock, par value $1 - 150,000,000
      shares authorized, 54,029,828 shares issued at
      3-31-97 and 53,862,347 shares issued at 12-31-96             54.0              53.9
   Capital in excess of par value                                 341.7             334.2
   Preferred stock purchase rights                                   .5                .5
   Retained earnings                                            1,396.5           1,348.0
   Unrealized gain on securities available-for-sale                 9.6              11.6
   Common shares in treasury, at cost - 6,032,265
      shares at 3-31-97 and 5,568,815 at 12-31-96                (337.0)           (305.2)
   Deferred compensation                                          (60.9)            (75.5)
                                                               --------          --------
         Total Stockholders' Equity                             1,404.4           1,367.5
                                                               --------          --------

                                                               $3,072.8          $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>


                                                                  Three Months Ended
                                                                       March 31,
(Millions of dollars)                                             1997          1996
                                                                 --------------------

<S>                                                             <C>            <C>  
Operating Activities
Net income                                                      $ 70.2         $ 47.9
Adjustments to reconcile net income to net cash
   provided by operating activities -
      Depreciation, depletion, and amortization                   69.9           68.1
      Deferred income taxes                                       13.6           15.6
      Gain on sale and retirement of assets                       (7.7)          (1.2)
      Realized gain on available-for-sale securities              (4.1)          (9.0)
      Provision for reclamation and remediation
         of inactive sites                                           -            9.2
      Noncash items affecting net income                           4.8            7.7
      Other net cash provided by (used in) operating activities   (9.2)          11.0
                                                                 -----         ------
            Net Cash Provided by Operating Activities            137.5          149.3
                                                                 -----         ------

Investing Activities
Capital expenditures                                             (67.2)        (101.4)
Other investing activities                                        23.7           19.5
                                                                ------         ------
            Net Cash Used in Investing Activities                (43.5)         (81.9)
                                                                ------         ------

Financing Activities
Decrease in short-term borrowings                                (14.5)         (34.9)
Issuance of long-term debt                                           -           16.6
Purchase of treasury stock                                       (33.2)         (58.3)
Dividends paid                                                   (19.9)         (21.3)
Other financing activities                                         7.7            6.7
                                                                ------         ------
            Net Cash Used in Financing Activities                (59.9)         (91.2)
                                                                ------         ------

Net Increase (Decrease) in Cash and Cash Equivalents              34.1          (23.8)

Cash and Cash Equivalents at Beginning of Period                 120.9           87.3
                                                                ------         ------
 
Cash and Cash Equivalents at End of Period                      $155.0         $ 63.5
                                                                ======         ======


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

<PAGE>


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

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  48,311,546  and  50,852,508  for the three
    months ended March 31, 1997 and 1996, respectively.

    On March 3, 1997, the Financial  Accounting  Standards  Board issued FAS No.
    128,  "Earnings per Share," which replaces  primary earnings per share (EPS)
    with basic 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.  The statement is effective for
    periods  ending  after  December  15,  1997,  and does not  allow  for early
    adoption.  Upon adoption,  restatement of prior years' EPS will be required.
    EPS  calculated  under the guidance of the statement  increased the reported
    EPS to $1.46 and $.95 at March 31, 1997 and 1996, respectively.  The company
    believes the effect 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:
    
                                             Three Months Ended
                                                  March 31,
    (Millions of dollars)                    1997          1996
                                            -------------------

    Income taxes                            $19.2         $  1.6
    Interest                                 11.6           12.4

D.  The  company  held  U.S.   government   obligations  and  equity  securities
    considered to be available for sale at March 31, 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  March  31,  1997  and  December  31,  1996,  these  financial
    instruments were as follows:



<TABLE>

<CAPTION>

                                         March 31, 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            $18.3   $ 2.5       $15.8           $21.9   $ 3.1       $18.8
    U.S. Government Obligations
        Maturing within one year  18.4    18.4           -            25.7    25.7           -
        Maturing between one
           and four years         12.6    12.9         (.3)              -      -            -
                                 -----  ------       -----           -----  -----        -----

               Total             $49.3   $33.8       $15.5           $47.6   $28.8       $18.8
                                 =====   =====       =====           =====   =====       =====

</TABLE>


    During  the first  quarter  of 1997,  the  company  sold  equity  securities
    considered  to be available  for sale.  Proceeds  from the sale totaled $4.7
    million,  resulting in a realized gain of $4.1 million  before income taxes.
    The average cost of the securities was used in computing the realized gain.

    Equity  securities  are  carried  in  the  Consolidated   Balance  Sheet  as
    Investments  and Other Assets.  U.S.  government  obligations are carried as
    Current  Assets  or  Investments  and Other  Assets,  depending  upon  their
    maturity.  The change in the equity  component for unrealized  holding gains
    and losses,  net of income taxes, for the first quarter of 1997 and 1996 was
    as follows:

                                                           Three Months Ended
                                                                March 31,
    (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
                                                           =====         =====

E.  Investments in equity  affiliates  totaled $250.1 million at March 31, 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  $9.5  million and $1.2  million for the three  months ended
    March 31, 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 the  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 a license  amendment  that will enable
    KMCC to proceed with the final phase of the decommissioning work.

    Under the Illinois  Uranium and Thorium Mill Tailings Control Act (the Act),
    KMCC is  obligated  to pay an annual  storage  fee of $2 per  cubic  foot of
    byproduct  material  located  at the  former  facility.  Under  the  Phase I
    Agreement, the amount of the storage fee paid each year shall not exceed $26
    million,  and all amounts paid  pursuant to the Act are to be  reimbursed to
    KMCC  as  decommissioning  expenditures  are  incurred.  KMCC  has  received
    reimbursement  for all amounts paid under the Act and will  continue to seek
    reimbursement for future amounts paid under the Act as decommissioning costs
    are incurred.

    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 first
    quarter of 1997,  KMCC has been reimbursed  approximately  $28 million under
    Title X.

    At  March 31, 1997,  the  remaining  reserves  provided  for  the  cost  to
    decommission  the  site  total $172  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 March 31, 1997, the remaining  reserves to clean
    up the residential  area and  Reed-Keppler  Park total $19 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 seeking 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 March 31, 1997, the remaining reserves provided for the cost
    to investigate and/or remediate all presently  identified sites of former or
    current  operations total $292 million,  which includes $191 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 March
    31, 1997, totaled $356 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.

<PAGE>


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

Comparison of 1997 Results with 1996 Results

CONSOLIDATED OPERATIONS

First-quarter 1997 net income totaled $70.2 million, compared with $47.9 million
for the same 1996  period.  Operating  profit in the 1997 first  quarter was 17%
more than for the same 1996 period due to improved  results from the exploration
and production  unit,  partially  offset by lower results from chemical and coal
operations.  The increase in operating  profit was due primarily to higher crude
oil and  natural  gas sales  prices,  partially  offset  by lower  crude oil and
natural gas sales volumes,  lower titanium dioxide pigment and coal sales prices
and higher pigment production costs.

First-quarter 1997 nonoperating income was $.2 million, compared with expense of
$15.3  million  for the  1996  quarter  due  primarily  to  lower  environmental
provisions,  higher equity income of $8.3 million  primarily  from the company's
31%  investment  in Devon Energy  Corporation  (see Note E), and higher  foreign
currency  transaction  gains,  partially  offset  by  lower  realized  gains  on
available-for-sale securities.

The  provision for income taxes was $30.1  million,  compared with $22.1 million
for the 1996 first quarter. The increase 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 first quarter of 1997, compared with the same period last year.


                                                            Three Months Ended
                                                                  March 31,
(Millions of dollars)                                        1997          1996
                                                           --------------------

Sales
    Exploration and production                             $200.3        $189.8
    Chemicals                                               183.4         175.2
    Coal                                                     84.2          89.7
    Other                                                      .1            .1
                                                           ------        ------
        Total Sales                                        $468.0        $454.8
                                                           ======        ======

Operating Profit (Loss)
    Exploration and production                             $ 68.0        $ 34.6
    Chemicals                                                15.2          30.6
    Coal                                                     15.3          18.0
    Other                                                     1.6           2.1
                                                           ------        ------
        Total Operating Profit                              100.1          85.3
Nonoperating Income (Expense)                                  .2         (15.3)
                                                           ------        ------
Income before Income Taxes                                  100.3          70.0
Provision for Income Taxes                                   30.1          22.1
                                                           ------        ------
Net Income                                                 $ 70.2        $ 47.9
                                                           ======        ======

Exploration and Production -

Operating  profit for the first  quarter of 1997 was $68 million,  compared with
$34.6 million for the same 1996 period.  First-quarter 1997 operating profit was
up due  primarily  to higher  crude oil and natural  gas sales  prices and lower
exploration and operating  expenses.  Partially  offsetting were lower crude oil
and  natural  gas  liquids  sales  volumes as a result of the normal  production
declines  in the North Sea and  December  1996  merger  of the  company's  North
American  onshore  properties and the  divestiture of  nonstrategic  oil and gas
properties.


Revenues were $200.3 million and $189.8 million for the three months ended March
31, 1997 and 1996, respectively. The following table shows the company's average
crude oil and natural  gas sales  prices and  proprietary  volumes for the first
quarter of 1997 and 1996.

                                                Three Months Ended      Percent
                                                      March 31,        Increase
                                                1997           1996   (Decrease)
                                             -----------------------------------

Crude oil sales (thousands of bbls/day)
    United States                               25.4           27.1        (6)
    North Sea                                   26.0           32.0       (19)
    China                                        6.6              -        NM
    Canada                                         -            4.2        NM
                                               -----         ------
        Total                                   58.0           63.3        (8)
                                               =====         ======

Average crude oil sales price (per barrel)
    United States                             $20.90         $16.33        28
    North Sea                                  21.52          16.67        29
    China                                      20.72              -        NM
    Canada                                         -          14.75        NM
        Average                               $21.14         $16.39        29

Natural gas sold (MMCF/day)
    United States                                183            189        (3)
    North Sea                                     34             35        (3)
    Canada                                         -             35        NM
                                               -----         ------
        Total                                    217            259       (16)
                                               =====         ======

Average natural gas sales price (per MCF)
    United States                              $2.79         $ 1.93        45
    North Sea                                   2.98           2.48        20
    Canada                                         -           1.10        NM
        Average                                $2.82         $ 1.89        49

Chemicals -

Chemicals'  first-quarter 1997 operating profit was $15.2 million on revenues of
$183.4 million,  compared with operating  profit of $30.6 million on revenues of
$175.2 million for the same 1996 quarter.  Revenues  increased  primarily due to
higher  pigment and forest product sales volumes and higher forest product sales
prices,  partially  offset  by lower  pigment  sales  prices.  Operating  profit
declined due to lower pigment sales prices and higher per-unit production costs.

Coal -

First-quarter  1997 coal operating profit was $15.3 million on revenues of $84.2
million,  compared  with  operating  profit of $18  million on revenues of $89.7
million for the same 1996  quarter.  Revenues  declined  primarily  due to lower
average  sales prices.  Operating  profit  decreased  primarily due to the lower
revenues and higher per-unit production costs at the company's  underground mine
resulting from a temporary reduction in longwall coal production.

Financial Condition

At March 31,  1997,  the  company's  net  working  capital  was $329.9  million,
compared with $319.9  million at December 31, 1996. The current ratio was 1.8 to
1 at March 31, 1997,  compared with 1.7 to 1 at December 31, 1996,  and 1.4 to 1
at  March  31,  1996.   The   company's   percentage  of  total  debt  to  total
capitalization  was 32% at March 31,  1997,  compared  with 33% at December  31,
1996, and 34% at March 31, 1996.

The company had unused lines of credit and revolving  credit  facilities of $610
million at March 31, 1997. Of this amount,  $265 million and $270 million can be
used to support commercial paper borrowings of Kerr-McGee Credit Corporation and
Kerr-McGee Oil (U.K.) PLC, respectively.

The company's wholly owned subsidiary,  Kerr-McGee China Petroleum Ltd., amended
its revolving credit agreement with several banks providing for borrowings up to
$105  million,  of which $60  million was  outstanding  at March 31,  1997.  The
company  continues as guarantor of the  agreement.  The agreement was amended in
February 1997 to extend the period during which  borrowings may be made to March
6, 2000. Interest is payable at varying rates.

In April 1997, the company and Kerr-McGee Oil (U.K.), a wholly owned subsidiary,
Kerr-McGee Oil (U.K.) PLC, amended their revolving credit agreement with several
banks. The agreement  previously  provided for borrowings of up to $230 million,
none of which was  outstanding  at March 31,  1997.  The  company  continues  as
guarantor of the  agreement.  The  agreement was amended to reduce the amount of
borrowings available to $225 million and to separate the agreement into two loan
facility  arrangements.  Under the Facility A  arrangement,  $150 million may be
borrowed through April 28, 2002.  Under the Facility B arrangement,  $75 million
is  available  through  April 24,  1998.  Prior to the  termination  date of the
Facility  B  arrangement  and in  accordance  with the  terms of the  agreement,
Kerr-McGee Oil (U.K.) PLC may request an extension of the commitment  period for
not more than one year. Interest is payable at varying rates.

First-quarter  1997 cash capital  expenditures  totaled $67.2 million,  compared
with $101.4 million for the same period last year.  Chemical  expenditures  were
43% of the 1997 amount. Exploration and production expenditures,  principally in
the Gulf of  Mexico,  North  Sea,  and  offshore  China,  were 40% of the total.
Management anticipates that the cash requirements for the next several years can
be provided through internally  generated funds and selective  short-term and/or
long-term borrowings.

During the first quarter 1997, the company purchased 465,000 shares of its stock
at a cost of $31.9 million.  Since initiation of the stock repurchase program in
October 1995 through March 31, 1997, 4.4 million shares have been purchased at a
cost $274.6 million.

                                 PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

        None

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

     (a) The 1997 annual meeting of stockholders was held on May 13, 1997.

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

        (1)    Following  are  the  directors elected at the 1997 annual meeting
               and the tabulation of votes related to each nominee.

                                                                          Votes
                                                        Affirmative     Withheld

               Paul M. Anderson                        40,524,882         26,572
               Bennett E. Bidwell                      40,527,257         24,197
               Luke R. Corbett                         40,492,585         58,869
               Martin C. Jischke                       40,542,934          8,520
               Tom J. McDaniel                         40,524,038         27,416
               William C. Morris                       40,547,349          4,105
               John J. Murphy                          40,537,390         14,064
               Richard M. Rompala                      40,526,694         24,760
               Farah M. Walters                        40,543,147          8,307


        (2)    The stockholders  ratified the appointment of Arthur Andersen LLP
               as independent  public  accountants for 1997.  Affirmative  votes
               were 43,731,308; negative votes were 102,660 and abstentions were
               99,958.

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 May 15, 1997                                  By:  (Deborah A. Kitchens)
     ------------                                       ---------------------
                                                         Deborah A. Kitchens
                                                          Vice President and
                                                          Controller and Chief 
                                                          Accounting Officer